AMERICAN CONSUMERS INC
EXHIBIT 10.7
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>8
<FILENAME>ex10_7.txt
<DESCRIPTION>EXHIBIT 10.7
<TEXT>
                          ASSIGNMENT OF DEPOSIT ACCOUNT

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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

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

THIS  ASSIGNMENT  OF  DEPOSIT  ACCOUNT  dated  May 3, 2007, is made and executed
between  AMERICAN  CONSUMERS,  INC. DBA SHOP RITE ("Grantor") and GATEWAY BANK &
TRUST  ("Lender").

ASSIGNMENT.  For  valuable consideration, Grantor assigns and grants to Lender a
security  interest  in  the Collateral, including without limitation the deposit
accounts  described  below,  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"  means the following described
deposit  account  ("Account"):

     CD#28-6873622  WITH  THE  APPROXIMATE  BALANCE  OF  $312,161.01  HELD  AT
     NORTHWEST  GEORGIA  BANK

together  with  (A) all interest, whether now accrued or hereafter accruing; (B)
all  additional deposits hereafter made to the Account; (C) any and all proceeds
from  the  Account; and (D) all renewals, replacements and substitutions for any
of  the  foregoing.

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  setoff  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:

     Ownership.  Grantor  is  the  lawful  owner  of  the  Collateral  free  and
     clear  of all loans, liens, encumbrances, and claims except as disclosed to
     and  accepted  by  Lender  in  writing.

     Right  to  Grant  Security  Interest.  Grantor  has  the full right, power,
     and  authority to enter into this Agreement and to assign the Collateral to
     Lender.

     No  Prior  Assignment.  Grantor  has  not  previously  granted  a  security
     interest  in  the  Collateral  to  any  other  creditor.

     No  Further  Transfer.  Grantor  shall  not  sell,  assign,  encumber,  or
     otherwise  dispose  of  any of Grantor's rights in the Collateral except as
     provided  in  this  Agreement.

     No  Defaults.  There  are  no  defaults  relating  to  the  Collateral, and
     there  are  no  offsets or counterclaims to the same. Grantor will strictly
     and promptly do everything required of Grantor under the terms, conditions,
     promises,  and  agreements  contained  in  or  relating  to the Collateral.

     Notice  to  Third  Party  Issuer.  With  regard  to  any  certificates  of
     deposit  or  similar Collateral for which Lender is not the issuer, Grantor
     agrees  to  notify the issuer or obligor of the interests hereby granted to
     Lender  and to obtain from such issuer or obligor (a) acknowledgment of the
     interests  in  favor of Lender, and (b) the issuer's or obligor's agreement
     to waive in favor of Lender any and all rights of set-off or similar rights
     or  remedies  to  which  issuer or obligor may be entitled. Grantor further
     agrees, in connection therewith, to execute and cause the issuer or obligor
     to  execute  any  and  all acknowledgments, waivers and other agreements in
     such  form  and  upon  such  terms  as  Lender  may  request.

     Proceeds.  Any  and  all  replacement  or  renewal  certificates,
     instruments,  or  other benefits or proceeds related to the Collateral that
     are  received  by  Grantor shall be held by Grantor in trust for Lender and
     immediately  shall  be delivered by Grantor to Lender to be held as part of
     the  Collateral.

     Validity;  Binding  Effect.  This  Agreement  is  binding  upon Grantor and
     Grantor's  successors  and assigns and is legally enforceable in accordance
     with  its  terms.

     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,
     end  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.

LENDER'S  RIGHTS  AND  OBLIGATIONS  WITH  RESPECT  TO THE COLLATERAL. While this
Agreement  is  in  effect.  Lender  may  retain  the rights to possession of the
Collateral,  together  with  any  and  all  evidence  of the Collateral, such as
certificates  or  passbooks.  Lender may notify the institution which issued the
Collateral  of this Agreement. Grantor agrees that such institution will not pay
any amount on the Collateral, other than to Lender, so long as this Agreement is
in effect. This Agreement will remain in effect until (a) there no longer is any
Indebtedness  owing  to  Lender;  (b)  all  other  obligations  secured  by this
Agreement  have  been fulfilled; and (c) Grantor, in writing, has requested from
Lender  a  release  of  this  Agreement.

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  ID  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.

LIMITATIONS  ON OBLIGATIONS OF LENDER. Lender shall use ordinary reasonable care
in  the physical preservation and custody of any certificate or passbook for the
Collateral  but  shall have no other obligation to protect the Collateral or its
value.  In  particular,  but  without  limitation,  Lender  shall  have  no
responsibility  (A)  for  the  collection  or  protection  of  any income on the
Collateral; (B) for the preservation 01 rights against issuers of the Collateral
or  against  third  persons;  (C)  for ascertaining any maturities, conversions,
exchanges,  offers,  tenders, or similar matters relating to the Collateral; nor
(D)  for informing the Grantor about any of the above, whether or not Lender has
or  is  deemed  to  have  knowledge  of  such  matters.

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


<PAGE>
                          ASSIGNMENT OF DEPOSIT ACCOUNT

                                  (Continued)                             Page 2

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     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.

     Default  in  Favor  of  Third  Parties.  Should  Grantor  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. Upon the occurrence of an Event of Default, or
at  any  time  thereafter,  Lender may exercise any one or more of the following
rights and remedies, in addition to any rights or remedies that may be available
at  law,  in  equity,  or  otherwise:

     Accelerate  Indebtedness.  Lender  may  declare  all  Indebtedness  of
     Grantor  to  Lender immediately due and payable, without notice of any kind
     to  Grantor.

     Surrender  of  Account.  Lender  may  surrender  the  Account to the Issuer
     and  obtain  payment  thereunder  subject  to  any early withdrawal penalty
     imposed  by  the  Issuer,  when  applicable.

     Application  of  Account  Proceeds.  Lender  may  obtain  all  funds in the
     Account  from  the issuer of the Account and apply them to the Indebtedness
     in  the  same  manner  as  if the Account had been issued by Lender. If the
     Account  is  subject  to an early withdrawal penalty, that penalty shall be
     deducted  from  the  Account  before  its  application to the Indebtedness,
     whether  the  Account  is with Lender or some other institution, Any excess
     funds  remaining  after  application  of  the  Account  proceeds  to  the
     Indebtedness  will  be  paid  to  Grantor  as  the interests of Grantor may
     appear.  Grantor  agrees,  to  the  extent  permitted  by  law,  to pay any
     deficiency  after  application  of  the  proceeds  of  the  Account  to the
     Indebtedness.  Lender  also  shall  have  all the rights of a secured party
     under  the  Georgia  Uniform  Commercial  Code,  even if the Account is not
     otherwise  subject  to  such  Code  concerning  security interests, and the
     parties  to  this  Agreement  agree  that the provisions of the Code giving
     rights  to  a  secured party shall nonetheless be a part of this Agreement.

     Transfer  Title.  Lender  may  effect  transfer  of  title upon sale of all
     or  part  of the Collateral. For this purpose, Grantor irrevocably appoints
     Lender  as  Grantor's attorney-in-fact to execute endorsements, assignments
     and  instruments in the name of Grantor and each of them (if more than one)
     as  shall  be  necessary  or  reasonable.

     Other  Rights  and  Remedies.  Lender  shall  have  and may exercise any or
     all  of  the rights and remedies of a secured creditor under the provisions
     of  the  Georgia  Uniform Commercial Code, at law, in equity, or otherwise.

     Deficiency  Judgment.  If  permitted  by  applicable law, Lender may obtain
     a  judgment  for any deficiency remaining in the Indebtedness due to Lender
     after  application  of all amounts received from the exercise of the rights
     provided  in  this  section.

     Election  of  Remedies.  Except  as  may  be  prohibited by applicable law,
     all of Lender's rights and remedies, whether evidenced by this Agreement 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.

     Cumulative  Remedies.  All  of  Lender's  rights  and  remedies,  whether
     evidenced  by  this  Agreement 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 to 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  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  its  true  and
     lawful attorney-in-fact, irrevocably, with full power of substitution to do
     the following: ID to demand, collect, receive, receipt for, sue and recover
     all  sums of money or other property which may now or hereafter become due,
     owing  or payable from the Collateral; (2) to execute, sign and endorse any
     and all claims, instruments, receipts, checks, drafts or warrants issued in
     payment  for the Collateral; (3) to settle or compromise any and all claims
     arising  under  the  Collateral,


<PAGE>
                          ASSIGNMENT OF DEPOSIT ACCOUNT
                                  (Continued)                             Page 3

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

     and  in  the place and stead of Grantor, to execute and deliver its release
     and  settlement  for  the  claim; and (4) to file any claim or claims or to
     take  any action or institute or take pan in any proceedings, either in its
     own  name  or in the name of Grantor, or otherwise, which in the discretion
     of  Lender  may  seem  to be necessary or advisable. This power is given as
     security  for  the  indebtedness, and the authority hereby conferred is and
     shall  be  irrevocable  and  shall  remain  in  full force and effect until
     renounced  by  Lender.

     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:

     Account.  The  word  "Account"  means the deposit accounts described in the
     "Collateral  Description"  section.

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

     Borrower.  The word "Borrower" means AMERICAN CONSUMERS, INC. DBA SHOP RITE
     and  includes  ail  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".

     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.

     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 ASSIGNMENT OF DEPOSIT
ACCOUNT  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>



</TEXT>
</DOCUMENT>
