COMMERCIAL SECURITY AGREEMENT

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PRINCIPAL     LOAN DATE    MATURITY   LOAN NO CALL/COLL ACCOUNT OFFICER INITIALS
 $800,000.00  05-03-2007  05-02-2008             422               086
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  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.
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GRANTOR:  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

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THIS  COMMERCIAL  SECURITY  AGREEMENT  dated  May  3, 2007, is made and executed
between  AMERICAN  CONSUMERS,  INC. DBA SHOP RITE ("Grantor") and GATEWAY BANK &
TRUST  ("Lender").

GRANT OF SECURITY INTEREST. For valuable consideration, Grantor grants to Lender
a security interest in the Collateral to secure the Indebtedness and agrees that
Lender  shall  have  the  rights  stated  in  this Agreement with respect to the
Collateral,  in  addition  to  all  other  rights  which Lender may have by law.

COLLATERAL  DESCRIPTION.  The  word "Collateral" as used in this Agreement means
the  following  described  property,  whether  now  owned or hereafter acquired,
whether  now  existing  or  hereafter  arising,  and  wherever located, in which
Grantor  is  giving  to  Lender  a  security  interest  for  the  payment of the
Indebtedness  and  performance  of all other obligations under the Note and this
Agreement:

     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.

In  addition, the word "Collateral" also includes all the following, whether now
owned  or  hereafter  acquired,  whether  now existing or hereafter arising, and
wherever  located:

     (A)  All  accessions,  attachments,  accessories,  replacements  of  and
     additions  to  any of the collateral described herein, whether added now or
     later.

     (B)  All  products  and  produce  of  any of the property described in this
     Collateral  section.

     (C)  All  accounts,  general  intangibles,  instruments,  rents,  monies,
     payments,  and  all other rights, arising out of a sale, lease, consignment
     or  other  disposition  of any of the property described in this Collateral
     section.

     (D)  All  proceeds  (including  insurance  proceeds)  from  the  sale,
     destruction, loss, or other disposition of any of the property described in
     this Collateral section, and sums due from a third party who has damaged or
     destroyed  the  Collateral  or  from  that  party's insurer, whether due to
     judgment,  settlement  or  other  process.

     (E)  All  records  and  data  relating  to any of the property described in
     this  Collateral  section,  whether  in  the form of a writing, photograph,
     microfilm,  microfiche, or electronic media, together with all of Grantor's
     right,  title,  and  interest  in  and to all computer software required to
     utilize,  create,  maintain,  and  process  any  such  records  or  data on
     electronic  media.

CROSS-COLLATERALIZATION.  In  addition  to  the Note, this Agreement secures all
obligations, debts and liabilities, plus interest thereon, of Grantor to Lender,
or  any  one or more of them, as well as all claims by Lender against Grantor or
any  one  or  more  of  them, whether now existing or hereafter arising, whether
related or unrelated to the purpose of the Note, whether voluntary or otherwise,
whether due or not due, direct or indirect, determined or undetermined, absolute
or  contingent,  liquidated  or  unliquidated,  whether  Grantor  may  be liable
individually  or  jointly  with  others, whether obligated as guarantor, surety,
accommodation  party or otherwise, and whether recovery upon such amounts may be
or  hereafter  may  become barred by any statute of limitations, and whether the
obligation  to  repay  such  amounts  may  be  or hereafter may become otherwise
unenforceable.

RIGHT  OF  SETOFF.  To the extent permitted by applicable law, Lender reserves a
right  of  setoff  in  all  Grantor's  accounts  with  Lender (whether checking,
savings,  or  some  other  account).  This  includes  all accounts Grantor holds
jointly  with  someone  else  and  all  accounts Grantor 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. Grantor 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  setoft  rights  provided  in  this  paragraph.

GRANTOR'S  REPRESENTATIONS  AND  WARRANTIES WITH RESPECT TO THE COLLATERAL. With
respect  to  the  Collateral,  Grantor  represents  and promises to Lender that:

     Perfection  of  Security  Interest.  Grantor  agrees  to  take  whatever
     actions  are  requested by Lender to perfect and continue Lender's security
     interest in the Collateral. Upon request of Lender, Grantor will deliver to
     Lender  any  and  all  of  the  documents  evidencing  or  constituting the
     Collateral,  and  Grantor  will  note  Lender's  interest  upon any and all
     chattel  paper and instruments if not delivered to Lender for possession by
     Lender. This is a continuing Security Agreement and will continue in effect
     even  though  all  or any part of the Indebtedness is paid in full and even
     though  for  a  period  of  time  Grantor  may  not  be indebted to Lender.

     Notices  to  Lender.  Grantor  will  promptly  notify  Lender in writing at
     Lender's  address  shown  above  (or  such  other  addresses  as Lender may
     designate from time to time) prior to any (1) change in Grantor's name; (2)
     change  in Grantor's assumed business name(s); (3) change in the management
     of  the  Corporation  Grantor;  (4) change in the authorized signer(s); (5)
     change in Grantor's principal office address; (6) change in Grantor's state
     of  organization;  (7)  conversion of Grantor to a new or different type of
     business entity; or (8) change in any other aspect of Grantor that directly
     or  indirectly  relates  to  any  agreements between Grantor and Lender. No
     change  in  Grantor's  name or state of organization will take effect until
     after  Lender  has  received  notice.

     No  Violation.  The  execution  and  delivery  of  this  Agreement will not
     violate  any  law  or  agreement governing Grantor or to which Grantor is a
     party,  and  its certificate or articles of incorporation and bylaws do not
     prohibit  any  term  or  condition  of  this  Agreement.

     Enforceability  of  Collateral.  To  the  extent the Collateral consists of
     accounts,  chattel paper, or general intangibles, as defined by the Uniform
     Commercial  Code,  the  Collateral  is  enforceable  in accordance with its
     terms,  is  genuine,  and  fully  complies  with  all  applicable  laws and
     regulations  concerning  form,  content  and  manner  of  preparation  and
     execution, and all persons appearing to be obligated on the Collateral have
     authority and capacity to contract and are in fact obligated as they appear
     to be on the Collateral. There shall be no setoffs or counterclaims against
     any  of  the  Collateral, and no agreement shall have been made under which
     any deductions or discounts may be claimed concerning the Collateral except
     those  disclosed  to  Lender  in  writing.

     Location  of  the  Collateral.  Except  in the ordinary course of Grantor's
     business,  Grantor agrees to keep the Collateral at Grantor's address shown
     above or at such other locations as are acceptable to Lender. Upon Lender's
     request,  Grantor  will  deliver to Lender in form satisfactory to Lender a
     schedule  of real properties and Collateral locations relating to Grantor's
     operations,  including  without  limitation  the  following:  (1)  all real
     property  Grantor  owns  or is purchasing; (2) all real property Grantor is
     renting or leasing; (3) all storage facilities Grantor owns, rents, leases,
     or  uses;  and  (4)  all  other  properties  where  Collateral is or may be
     located.

     Removal  of  the  Collateral.  Except  in  the ordinary course of Grantor's
     business,  Grantor  shall  not  remove  the  Collateral  from  its existing
     location  without  Lender's  prior written consent. Grantor shall, whenever
     requested,  advise  Lender  of  the  exact  location  of  the  Collateral.

     Transactions  Involving  Collateral.  Except for inventory sold or accounts
     collected  in  the  ordinary  course of Grantor's business, or as otherwise
     provided  for  in this Agreement, Grantor shall not sell, offer to sell, or
     otherwise  transfer or dispose of the Collateral, Grantor shall not pledge,
     mortgage,  encumber or otherwise permit the Collateral to be subject to any
     lien,  security  interest,  encumbrance, or charge, other than the security
     interest  provided for in this Agreement, without the prior written consent
     of  Lender. This includes security interests even if junior in right to the
     security  interests  granted under this Agreement. Unless waived by Lender,
     all  proceeds  from any disposition of the Collateral (for whatever reason)
     shall  be  held  in  trust  for Lender and shall not be commingled with any
     other  funds;  provided  however,  this  requirement  shall  not constitute
     consent  by  Lender to any sale or other disposition. Upon receipt, Grantor
     shall  immediately  deliver  any  such  proceeds  to  Lender.

     Title.  Grantor  represents  and  warrants  to  Lender  that  Grantor holds
     good  and  marketable  title to the Collateral, free and clear of all liens
     and  encumbrances  except  for  the  lien  of  this Agreement. No financing
     statement  covering  any  of the Collateral is on file in any public office
     other  than  those  which  reflect  the  security  interest created by this
     Agreement  or  to  which  Lender  has specifically consented. Grantor shall
     defend  Lender's rights in the Collateral against the claims and demands of
     all  other  persons.

     Repairs  and  Maintenance.  Grantor  agrees  to  keep  and maintain, and to
     cause others to keep and maintain, the Collateral in good order, repair and
     condition  at  all  times  while  this Agreement remains in effect. Grantor
     further  agrees  to  pay  when  due  all  claims  for  work  done


<PAGE>
                          COMMERCIAL SECURITY AGREEMENT
                                   (Continued)                            Page 2

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     on,  or  services  rendered  or  material  furnished in connection with the
     Collateral  so  that  no lien or encumbrance may ever attach to or be filed
     against  the  Collateral.

     Inspection  of  Collateral.  Lender  and  Lender's  designated
     representatives  and agents shall have the right at all reasonable times to
     examine  and  inspect  the  Collateral  wherever  located.

     Taxes,  Assessments  and  Liens.  Grantor  will  pay  when  due  all taxes,
     assessments  and liens upon the Collateral, its use or operation, upon this
     Agreement,  upon  any promissory note or notes evidencing the Indebtedness,
     or  upon  any of the other Related Documents. Grantor may withhold any such
     payment  or  may  elect  to  contest  any  lien if Grantor is in good faith
     conducting  an  appropriate proceeding to contest the obligation to pay and
     so  long  as  Lender's  interest  in  the  Collateral is not jeopardized in
     Lender's  sole  opinion.  If the Collateral is subjected to a lien which is
     not  discharged within fifteen (15) days, Grantor shall deposit with Lender
     cash,  a sufficient corporate surety bond or other security satisfactory to
     Lender  in an amount adequate to provide for the discharge of the lien plus
     any  interest, costs, attorneys' fees or other charges that could accrue as
     a  result  of foreclosure or sale of the Collateral. In any contest Grantor
     shall defend itself and Lender and shall satisfy any final adverse judgment
     before  enforcement against the Collateral. Grantor shall name Lender as an
     additional  obligee  under  any  surety  bond  furnished  in  the  contest
     proceedings.  Grantor  further  agrees to furnish Lender with evidence that
     such  taxes, assessments, and governmental and other charges have been paid
     in  full  and  in a timely manner. Grantor may withhold any such payment or
     may  elect  to  contest  any lien if Grantor is in good faith conducting an
     appropriate  proceeding  to  contest  the  obligation to pay and so long as
     Lender's  interest  in  the  Collateral  is  not  jeopardized.

     Compliance  with  Governmental  Requirements.  Grantor  shall  comply
     promptly  with  all  laws,  ordinances,  rules  and  regulations  of  all
     governmental  authorities,  now  or  hereafter in effect, applicable to the
     ownership, production, disposition, or use of the Collateral, including all
     laws  or  regulations relating to the undue erosion of highly-erodible land
     or  relating  to  the  conversion  of  wetlands  for  the  production of an
     agricultural  product  or  commodity. Grantor may contest in good faith any
     such  law,  ordinance  or  regulation  and  withhold  compliance during any
     proceeding,  including appropriate appeals, so long as Lender's interest in
     the  Collateral,  in  Lender's  opinion,  is  not  jeopardized.

     Hazardous  Substances.  Grantor  represents  and  warrants  that  the
     Collateral  never  has  been,  and  never will be so long as this Agreement
     remains  a  lien  on the Collateral, used in violation of any Environmental
     Laws  or  for  the  generation,  manufacture,  storage,  transportation,
     treatment,  disposal,  release  or  threatened  release  of  any  Hazardous
     Substance. The representations and warranties contained herein are based on
     Grantor's  due  diligence  in  investigating  the  Collateral for Hazardous
     Substances.  Grantor  hereby  (1)  releases  and  waives  any future claims
     against  Lender  for indemnity or contribution in the event Grantor becomes
     liable  for  cleanup  or  other costs under any Environmental Laws, and (2)
     agrees  to  indemnify, defend, and hold harmless Lender against any and all
     claims  and  losses  resulting  from  a  breach  of  this provision of this
     Agreement.  This  obligation  to  indemnify  and  defend  shall survive the
     payment  of  the  Indebtedness  and  the  satisfaction  of  this Agreement.

     Maintenance  of  Casualty  Insurance.  Grantor  shall  procure and maintain
     all risks insurance, including without limitation fire, theft and liability
     coverage  together  with  such  other  insurance as Lender may require with
     respect to the Collateral, in form, amounts, coverages and basis reasonably
     acceptable  to  Lender  and  issued  by  a  company or companies reasonably
     acceptable  to  Lender.  Grantor,  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  and  not  including  any  disclaimer  of  the insurer's
     liability  for  failure  to  give such a notice. 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 Grantor
     or  any  other  person.  In connection with all policies covering assets in
     which  Lender holds or is offered a security interest, Grantor will provide
     Lender  with such loss payable or other endorsements as Lender may require.
     If  Grantor  at  any  time  fails  to  obtain  or maintain any insurance as
     required  under  this Agreement, Lender may (but shall not be obligated to)
     obtain  such  insurance as Lender deems appropriate, including if Lender so
     chooses  "single  interest  insurance,"  which  will  cover  only  Lender's
     interest  in  the  Collateral.

     Application  of  Insurance  Proceeds.  Grantor  shall  promptly  notify
     Lender  of  any  loss  or  damage  to  the  Collateral, whether or not such
     casualty  or loss is covered by insurance. Lender may make proof of loss if
     Grantor  fails  to  do  so  within  fifteen  (15) days of the casualty. All
     proceeds  of  any  insurance  on the Collateral, including accrued proceeds
     thereon,  shall  be  held  by  Lender  as part of the Collateral. If Lender
     consents  to  repair or replacement of the damaged or destroyed Collateral,
     Lender  shall,  upon  satisfactory  proof  of expenditure, pay or reimburse
     Grantor from the proceeds for the reasonable cost of repair or restoration.
     If  Lender  does  not  consent  to repair or replacement of the Collateral,
     Lender  shall  retain a sufficient amount of the proceeds to pay all of the
     Indebtedness, and shall pay the balance to Grantor. Any proceeds which have
     not  been  disbursed  within  six  (6) months after their receipt and which
     Grantor  has  not  committed to the repair or restoration of the Collateral
     shall  be  used  to  prepay  the  Indebtedness.

     Insurance  Reserves.  Lender  may  require  Grantor to maintain with Lender
     reserves for payment of insurance premiums, which reserves shall be created
     by  monthly  payments  from  Grantor  of  a  sum  estimated by Lender to be
     sufficient  to  produce,  at least fifteen (15) days before the premium due
     date,  amounts  at  least  equal  to  the insurance premiums to be paid. If
     fifteen  (15)  days  before  payment  is  due,  the  reserve  funds  are
     insufficient,  Grantor  shall upon demand pay any deficiency to Lender. The
     reserve  funds  shall  be  held  by  Lender  as a general deposit and shall
     constitute  a  non-interest-bearing  account  which  Lender  may satisfy by
     payment  of  the  insurance premiums required to be paid by Grantor as they
     become  due.  Lender  does not hold the reserve funds in trust for Grantor,
     and  Lender  is  not  the  agent  of  Grantor  for payment of the insurance
     premiums required to be paid by Grantor. The responsibility for the payment
     of  premiums  shall  remain  Grantor's  sole  responsibility.

     Insurance Reports. Grantor, upon request of Lender, shall furnish to Lender
     reports  on  each  existing policy of insurance showing such information as
     Lender  may reasonably request including the following: (1) the name of the
     insurer;  (2)  the  risks  insured;  (3)  the amount of the policy; (4) the
     property  insured;  (5)  the  then  current  value  on  the  basis of which
     insurance  has  been obtained and the manner of determining that value; and
     (6)  the  expiration  date  of  the policy. In addition, Grantor shall upon
     request  by  Lender  (however  not  more  often  than  annually)  have  an
     independent  appraiser satisfactory to Lender determine, as applicable, the
     cash  value  or  replacement  cost  of  the  Collateral.

     Financing  Statements.  Grantor  authorizes  Lender to file a UCC financing
     statement,  or  alternatively, a copy of this Agreement to perfect Lender's
     security interest. At Lender's request, Grantor additionally agrees to sign
     all  other  documents  that are necessary to perfect, protect, and continue
     Lender's  security  interest  in  the Property. Grantor will pay all filing
     fees,  title  transfer  fees,  and  other  fees  and  costs involved unless
     prohibited  by law or unless Lender is required by law to pay such fees and
     costs.  Grantor  irrevocably appoints Lender to execute documents necessary
     to  transfer  title  if  there is a default. Lender may file a copy of this
     Agreement  as  a  financing statement. If Grantor changes Grantor's name or
     address,  or the name or address of any person granting a security interest
     under  this  Agreement  changes, Grantor will promptly notify the Lender of
     such  change.

GRANTOR'S RIGHT TO POSSESSION. Until default, Grantor may have possession of the
tangible  personal property and beneficial use of all the Collateral and may use
it  in  any  lawful  manner  not inconsistent with this Agreement or the Related
Documents,  provided that Grantor's right to possession and beneficial use shall
not  apply  to  any  Collateral  where possession of the Collateral by Lender is
required  by  law  to  perfect Lender's security interest in such Collateral. If
Lender  at any time has possession of any Collateral, whether before or after an
Event  of  Default,  Lender shall be deemed to have exercised reasonable care in
the  custody  and preservation of the Collateral if Lender takes such action for
that purpose as Grantor shall request or as Lender, in Lender's sole discretion,
shall deem appropriate under the circumstances, but failure to honor any request
by  Grantor shall not of itself be deemed to be a failure to exercise reasonable
care.  Lender  shall not be required to take any steps necessary to preserve any
rights  in  the  Collateral  against  prior parties, nor to protect, preserve or
maintain  any  security  interest  given  to  secure  the  Indebtedness.

LENDER'S  EXPENDITURES.  If  any  action  or  proceeding is commenced that would
materially  affect  Lender's  interest  in the Collateral or if Grantor fails to
comply  with any provision of this Agreement or any Related Documents, including
but  not  limited  to Grantor's failure to discharge or pay when due any amounts
Grantor  is  required  to  discharge  or pay under this Agreement or any Related
Documents,  Lender  on Grantor'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 the Collateral and paying all
costs  for  insuring,  maintaining  and  preserving  the  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 Grantor. 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.  The  Agreement  also will secure payment of these amounts. Such right
shall  be  in  addition  to all other rights and remedies to which Lender may be
entitled  upon  Default.

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

     Payment  Default.  Grantor  fails  to  make  any payment when due under the
     Indebtedness.

     Other  Defaults.  Grantor  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  Grantor.


<PAGE>
                          COMMERCIAL SECURITY AGREEMENT
                                   (Continued)                            Page 3

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     Default  in  Favor  of  Third  Parties.  Should  Borrower  or  any  Grantor
     default  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 Grantor's property or Grantor's
     or  any  Grantor's  ability  to  repay  the  Indebtedness  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 Grantor or on Grantor'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.

     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.

     Insolvency.  The  dissolution  or  termination  of Grantor's existence as a
     going  business,  the  insolvency of Grantor, the appointment of a receiver
     for  any  part  of  Grantor'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 Grantor.

     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 Grantor or by any
     governmental  agency against any collateral securing the Indebtedness. This
     includes  a  garnishment  of  any  of Grantor's accounts, including deposit
     accounts,  with  Lender.  However, this Event of Default shall not apply if
     there  is  a  good  faith  dispute  by  Grantor  as  to  the  validity  or
     reasonableness  of  the  claim  which  is  the  basis  of  the  creditor or
     forfeiture  proceeding  and  if  Grantor 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 Guarantor dies or
     becomes  incompetent  or  revokes or disputes the validity of, or liability
     under,  any  Guaranty  of  the  Indebtedness.

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

     Insecurity.  Lender  in  good  faith  believes  itself  insecure.

RIGHTS  AND  REMEDIES  ON  DEFAULT.  If  an  Event  of Default occurs under this
Agreement, at any time thereafter, Lender shall have all the rights of a secured
party  under  the  Georgia  Uniform  Commercial  Code.  In  addition and without
limitation,  Lender  may  exercise  any  one or more of the following rights and
remedies:

     Accelerate  Indebtedness.  Lender  may  declare  the  entire  Indebtedness,
     including  any  prepayment  penalty which Grantor would be required to pay,
     immediately  due  and  payable,  without  notice  of  any  kind to Grantor.

     Assemble Collateral. Lender may require Grantor to deliver to Lender all or
     any  portion  of  the  Collateral and any and all certificates of title and
     other  documents  relating to the Collateral. Lender may require Grantor to
     assemble  the  Collateral  and make it available to Lender at a place to be
     designated  by  Lender. Lender also shall have full power to enter upon the
     property of Grantor to take possession of and remove the Collateral. If the
     Collateral  contains  other goods not covered by this Agreement at the time
     of  repossession, Grantor agrees Lender may take such other goods, provided
     that  Lender  makes  reasonable  efforts  to  return  them to Grantor after
     repossession.

     Sell the Collateral. Lender shall have full power to sell, lease, transfer,
     or  otherwise  deal with the Collateral or proceeds thereof in Lender's own
     name  or  that of Grantor. Lender may sell the Collateral at public auction
     or  private  sale.  Unless  the Collateral threatens to decline speedily in
     value  or is of a type customarily sold on a recognized market, Lender will
     give  Grantor,  and  other persons as required by law, reasonable notice of
     the  time and place of any public sale, or the time after which any private
     sale  or any other disposition of the Collateral is to be made. However, no
     notice  need  be provided to any person who, after Event of Default occurs,
     enters  into  and authenticates an agreement waiving that person's right to
     notification of sale. The requirements of reasonable notice shall be met if
     such  notice is given at least ten (10) days before the time of the sale or
     disposition.  All  expenses  relating to the disposition of the Collateral,
     including  without  limitation the expenses of retaking, holding, insuring,
     preparing  for  sale and selling the Collateral, shall become a part of the
     Indebtedness secured by this Agreement and shall be payable on demand, with
     interest  at  the  Note  rate  from  date  of  expenditure  until  repaid.

     Appoint  Receiver. Lender shall have the right to have a receiver appointed
     to  take possession of all or any part of the Collateral, with the power to
     protect  and  preserve  the Collateral, to operate the Collateral preceding
     foreclosure or sale, and to collect the Rents from the Collateral and apply
     the  proceeds,  over  and  above  the cost of the receivership, against the
     Indebtedness.  The  receiver  may  serve  without bond if permitted by law.
     Lender's  right to the appointment of a receiver shall exist whether or not
     the  apparent  value  of  the  Collateral  exceeds  the  Indebtedness  by a
     substantial amount. Employment by Lender shall not disqualify a person from
     serving  as  a  receiver.

     Collect  Revenues.  Apply  Accounts.  Lender,  either  itself  or through a
     receiver,  may  collect  the payments, rents, income, and revenues from the
     Collateral.  Lender  may  at  any  time in Lender's discretion transfer any
     Collateral  into  Lender's own name or that of Lender's nominee and receive
     the  payments,  rents,  income, and revenues therefrom and hold the same as
     security for the Indebtedness or apply it to payment of the Indebtedness in
     such order of preference as Lender may determine. Insofar as the Collateral
     consists of accounts, general intangibles, insurance policies, instruments,
     chattel  paper,  choses  in action, or similar property, Lender may demand,
     collect,  receipt  for,  settle, compromise, adjust, sue for, foreclose, or
     realize  on  the  Collateral  as  Lender  may  determine,  whether  or  not
     Indebtedness  or Collateral is then due. For these purposes, Lender may, on
     behalf  of  and  in  the name of Grantor, receive, open and dispose of mail
     addressed  to Grantor; change any address to which mail and payments are to
     be  sent;  and  endorse  notes,  checks, drafts, money orders, documents of
     title, instruments and items pertaining to payment, shipment, or storage of
     any Collateral. To facilitate collection, Lender may notify account debtors
     and  obligors  on  any  Collateral  to  make  payments  directly to Lender.

     Obtain  Deficiency. If Lender chooses to sell any or all of the Collateral,
     Lender  may  obtain a judgment against Grantor for any deficiency remaining
     on the Indebtedness due to Lender after application of all amounts received
     from  the  exercise of the rights provided in this Agreement. Grantor shall
     be  liable  for  a  deficiency  even  if  the transaction described in this
     subsection  is  a  sale  of  accounts  or  chattel  paper.

     Other Rights and Remedies. Lender shall have all the rights and remedies of
     a  secured creditor under the provisions of the Uniform Commercial Code, as
     may  be  amended  from time to time. In addition, Lender shall have and may
     exercise any or all other rights and remedies it may have available at law,
     in  equity,  or  otherwise.

     Election of Remedies. Except as may be prohibited by applicable law, all of
     Lender's  rights  and  remedies,  whether  evidenced by this Agreement, the
     Related  Documents, or by any other writing, 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 Grantor
     under  this Agreement, after Grantor's failure to perform, shall not affect
     Lender's  right  to  declare  a  default  and  exercise  its  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.  Grantor  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 enforce this
     Agreement,  and  Grantor  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. Grantor 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.

     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 Grantor,
     shall  constitute a waiver of any of Lender's rights or of any of 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


<PAGE>
                          COMMERCIAL SECURITY AGREEMENT
                                    (Continued)                           Page 4

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

     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, Grantor agrees to keep Lender informed at all times of
     Grantor's current address. Unless otherwise provided or required by law, if
     there  is  more than one Grantor, any notice given by Lender to any Grantor
     is  deemed  to  be  notice  given  to  all  Grantors.

     Power  of Attorney. Grantor hereby appoints Lender as Grantor's irrevocable
     attorney-in-fact  for  the  purpose of executing any documents necessary to
     perfect,  amend,  or  to  continue  the  security  interest granted in this
     Agreement  or  to  demand  termination of filings of other secured parties.
     Lender  may  at  any  time, and without further authorization from Grantor,
     file  a  carbon,  photographic  or  other  reproduction  of  any  financing
     statement  or  of  this Agreement for use as a financing statement. Grantor
     will  reimburse  Lender  for  all  expenses  for  the  perfection  and  the
     continuation  of  the  perfection  of  Lender's  security  interest  in the
     Collateral.

     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.

     Successors and Assigns. Subject to any limitations stated in this Agreement
     on transfer of Grantor's interest, this Agreement shall be binding upon and
     inure  to  the  benefit  of  the  parties, their successors and assigns. If
     ownership  of the Collateral becomes vested in a person other than Grantor,
     Lender,  without notice to Grantor, may deal with Grantor's successors with
     reference  to  this Agreement and the Indebtedness by way of forbearance or
     extension  without releasing Grantor from the obligations of this Agreement
     or  liability  under  the  Indebtedness.

     Survival  of  Representations  and  Warranties.  All  representations,
     warranties,  and agreements made by Grantor in this Agreement shall survive
     the  execution  and  delivery  of  this  Agreement,  shall be continuing in
     nature,  and  shall  remain  in  full  force  and effect until such time as
     Grantor's  Indebtedness  shall  be  paid  in  full.

     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:

     Agreement.  The  word "Agreement" means this Commercial Security Agreement,
     as  this Commercial Security Agreement may be amended or modified from time
     to  time,  together  with  all  exhibits  and  schedules  attached  to this
     Commercial  Security  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 of Grantor's right, title and
     interest  in  and  to  all  the  Collateral  as described in the Collateral
     Description  section  of  this  Agreement.

     Default.  The  word "Default" means the Default set forth in this Agreement
     in  the  section  titled  "Default".

     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.

     Grantor.  The  word "Grantor" means AMERICAN CONSUMERS, INC. DBA SHOP RITE.

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

     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  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
     Grantor  is  responsible  under  this Agreement or under any of the Related
     Documents.  Specifically,  without  limitation,  Indebtedness  includes all
     amounts  that  may  be  indirectly  secured  by the Cross-Collateralization
     provision  of  this  Agreement.

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

     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.

     Property.  The  word  "Property"  means  all  of Grantor's right, title and
     interest  in  and  to  all  the  Property  as  described in the "Collateral
     Description"  section  of  this  Agreement.

     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 Indebtedness.

GRANTOR  HAS  READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS COMMERCIAL SECURITY
AGREEMENT  AND  AGREES  TO  ITS  TERMS.  THIS  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>
GRANTOR:


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>