[LETTERHEAD OF GATEWAY BANK & TRUST COMPANY]



March 16, 2007


American Consumers, Inc.
55 Hannah Way
Rossville, GA  30741

Gentlemen:

Gateway Bank & trust (the "Bank") is pleased to approve your loan request to
provide a credit facility, not to exceed a total of $980,000.00, consisting of:

     A)   A term loan (the "Term Loan") in an amount not to exceed
          $180,000.00 to refinance company installment debt owed to Northwest
          Georgia Bank; and

     B)   A Revolving line of credit (the "Revolver"), in the maximum amount of
          $800,000.00, to provide short-term cash flow needs while replacing a
          similar line at Northwest Georgia Bank.

The Term Loan and the Revolver shall be subject to the terms and conditions set
for herein.

(1)  Borrower:

     The "Borrower" on both the Term Loan and the Revolver shall be American
     Consumers, Inc., doing business as Shop Rite.

(2)  Basic terms of the Term Loan:

     (a)  The term shall be 5 years.

     (b)  Interest shall accrue at a variable rate based on the Prime Rate
          as set forth in the Wall Street Journal. Today, that rate is 8.25%,
          and the rate shall change monthly with changes in the Prime Rate.

     (c)  Monthly payments of principal and interest will be based on a
          5-year amortization period.


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(3)  Basic terms of the Revolver:

     (a)  The term shall be 12 months.

     (b)  Interest shall accrue at a variable rate based on the Prime Rate
          as set forth in the Wall Street Journal. Today, that rate is 8.25%,
          and the rate shall change monthly with changes in the Prime Rate.

     (c)  Monthly payments of interest only shall be due and payable
          monthly, whenever any amount shall be outstanding under the Revolver.

     (d)  A borrowing base certificate is to be submitted to the bank on a
          quarterly basis, with said certificate to be provided to you by the
          bank. At no time shall the balance of the line exceed 40% of eligible
          inventory; should the line balance exceed 40% of eligible inventory,
          the bank will allow a 15 day cure period for the imbalance to be
          corrected by the Borrower.

(4)  Origination Fees:

     Borrower shall pay to Bank at closing of the Term Loan & Revolver, an
     origination fee equal to 0.60% of the note amount of both credits.

(5)  Use of Proceeds and Advances:

     (a)  The proceeds of the Term Loan shall be used to payoff similar
          debt at Northwest Georgia Bank.

     (b)  Any advance under the Revolver shall be used for short-term cash
          needs in the normal course of business and to payoff a line at
          Northwest Georgia Bank.

(6)  Collateral:

     The Term Loan and the Revolver shall be secured by a first priority
     assignment of all of the Borrower's accounts receivable, cash flow,
     accounts, inventory, furniture, fixtures, equipment, machinery, leasehold
     improvements, computers, office equipment, cash registers, and generally
     all business assets now owned or hereafter acquired. The bank will also
     take an Assignment of a $300,000.00 CD, currently held at Northwest Georgia
     Bank, to be held at GWBT upon maturity of the CD on July 1, 2007, as
     additional collateral. The Term Loan and the Revolver shall be
     cross-defaulted and cross-collateralized. Personal guaranties of Michael
     Richardson and P.R. Cook also required.


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(7)  Documentation Expenses/Closing Costs:

     The Borrower shall pay all fees and expenses incurred by the Bank in
     properly documenting the facility identified herein, as well as all other
     fees and expenses incurred by the Bank, including, but not limited to,
     attorney's fees, appraisal fees, title insurance premiums, environmental
     assessments, survey costs, engineering and inspection fees (where
     applicable). Borrower shall pay all such expenses incurred, whether or not
     the Term Loan or the Revolver closes.

(8)  Loan Conditions and Covenants:

     (a)  The Borrower shall provide to the Bank quarterly financial
          statements, certified by the Chief Financial Officer of the Borrower,
          within forty-five (45) days after the end of each calendar quarter,
          which statements shall include balance sheets, quarterly and
          year-to-date income statements, detailed Accounts Payable and
          Inventory listings, and any other information requested by the Bank.

     (b)  The Borrower shall provide to the Bank annual financial
          statements, audited by an independent certified pubic accounting firm
          acceptable to the Bank, within ninety (90) days after the end of each
          calendar year, which statements shall include balance sheets, income
          statements, and any other information requested by the Bank.

     (c)  The Borrower shall adhere to the conditions of the borrowing base
          certificate, as discussed in the terms section of the Revolver herein.

     (d)  The Borrower shall not enter into any debt obligation, loan or
          lease arrangement, with a value of $50,000.00 or greater without the
          bank's prior consent, which will not be unreasonably withheld.

     (e)  The Borrower shall make the Bank its primary bank of account, as
          evidenced by operating accounts, reserve accounts, and other ancillary
          bank products as needed.

(9)  Expiration:

     This commitment shall be null and void unless a copy of the same, executed
     by the Borrower is returned to the Bank within ten (10) days hereof.
     Thereafter, the commitment shall expire with no obligation to the Bank.

(10) Additional Requirements:

     (a)  Receipt of appropriate resolutions and/or other such
          documentation satisfactory to the Bank's legal counsel expressly
          authorizing the execution of all required loan documents.


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     (b)  Evidence of general and professional liability and workman's
          comprehensive insurance coverage on all the facilities and activities
          of the Borrower, as well as hazard insurance coverage.

     (c)  The accuracy of all information, representations, and materials
          submitted with or in support of the application for this credit
          facility, and the failure of the accuracy thereof or any material
          change therein, shall, at the option of the Bank, operate to terminate
          this commitment and all of the Bank's obligations hereunder.

     (d)  Continuing compliance and performance by the Borrower with all of
          the conditions and requirements set forth herein.

     (e)  Continuing compliance with all applicable laws and regulations
          now, or hereafter relating to this credit facility and to the
          operations of the Borrower's business as currently conducted.

     (f)  Neither this commitment nor the loan proceeds shall be assigned
          by the Borrower without prior written consent of the Bank, and any
          attempt at such assignment without the Bank's consent shall be void.

     (g)  No change in the provisions of this commitment shall be binding
          unless in writing and executed in the name of, and by an authorized
          officer of, the Bank.

     (h)  Except as may be prohibited by applicable laws and regulations,
          the Borrower shall establish and maintain cash management services for
          all of its operations and facilities through the Bank.

This letter sets forth the general terms and conditions of the credit facility,
but is not intended to be exhaustive.  The collateral documents to be executed
shall contain the agreements and requirements set forth herein, and may also
contain such other agreements, covenants, and requirements as may be required by
the Bank and/or determined by the Bank's legal counsel to be necessary to
evidence the Term Loan, the Revolver, and the Bank's security interests.

Please indicate your acceptance of the terms and conditions set forth herein,
subject to the negotiation and execution of mutually acceptable definitive
agreements embodying such terms and conditions, by signing and returning a copy
of this commitment letter.

Sincerely,

/s/ R. Shawn Rogers

R. Shawn Rogers
Sr. Vice President


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We hereby accept the above terms and conditions as proposed, subject to the
negotiation and execution of mutually acceptable definitive agreements on
substantially the terms set forth herein, this 22nd day of March, 2007.
                                               ----        -----


                             American Consumers, Inc.


                             By:  /s/ Paul R. Cook
                                 ----------------------------
                             Name:  Paul R. Cook
                                   --------------------------
                             Title:  Executive Vice President
                                    -------------------------