AMERICAN CONSUMERS INC
LEASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>d27138_ex10-3.txt
<DESCRIPTION>LEASE AGREEMENT
<TEXT>


                               CARLTON PROPERTIES
                             LEASE GENERAL AGREEMENT

     This lease is made and entered into by and between C. Christopher Carlton
d/b/a CARLTON PROPERTIES, a resident of Catoosa County, Georgia, herein called
"Owner", and American Consumers, Incorporated herein called "Tenant".

     For acknowledged consideration, Owner lease to Tenant the real property
located at 55 Hannah Way, Ridgeland Business Park, Rossville Georgia 30741,
consisting of a light industrial building containing approximately 4,000 square
feet, with contiguous parking area, together with all improvements and additions
thereon, herein called "premises"; and Owner and Tenant agree as follows:

                                    SECTION 1
                         TERM AND OPTION TO EXTEND TERM

     1.1 The term of this lease shall be for sixty(60) months and will begin on
the 1st day of October 2001. Lease will provide for Tenant a thirty six (36)
month extension, after the first sixty month term, and then a twenty four (24)
month extension option after the thirty six(36) month term.

     1.2 These options to be exercised by giving a ninety (90) day notice prior
to the expiration of this lease. A ninety (90) day notice is also required if
Tenant is not going to extend lease. During the extended term, the provisions of
this lease remain the same unless by written agreement between the parties.

     1.3 Owner shall not be liable for failure to give possession of the
premises to Tenant upon the effective date of the lease if failure occurs
because the premises are not ready for occupancy or being held over by a prior
tenant or are in the wrongful possession of another party, or are not available
for any reason. In such event, the rent shall not begin until possession is
given to or made available to Tenant. If the delay exceeds thirty (30) days,
either Owner or Tenant, by written notice to other party, may terminate this
lease and neither party shall have nor incur any liability or obligation.

                                    SECTION 2
                            RENT AND SECURITY DEPOSIT

     2.1 During this lease, Tenant shall pay and Owner accept a rental in the
amount of $1,500.00 per month. The rent is due on the 1st of the month.

     2.2 If the term of this lease is extended beyond the original term, the
rental for the extended term shall be agreed upon at that time. Taxes and
insurance rates to be reset at renewal time.

     2.3 In addition to these rental payments, Tenant shall pay when due, as
additional rent, all other amounts to be paid by Tenant under this lease.

     2.4 It is the intention of Owner and Tenant that the rent paid under this
lease shall be net to Owner and that each year during the term of the lease all
costs, utilities, and obligations of every kind relating


<PAGE>


to the premises (except as otherwise specifically provided in this lease) shall
be paid by Tenant, and that Owner shall be indemnified by Tenant against such
costs, expenses, and obligations.

     2.5 All payments of rent shall be made by Tenant to Owner without notice of
demand, at such place within the United States as Owner may from time to time
designate in writing. For the present Owner designates Owner's address stated in
or pursuant to the Notices provisions of this lease as the place for making the
payments of rent. All rents shall be payable in legal tender of the United
States as the same is then constituted.

     2.6 Interest will accrue at the rate of 18% per annum on all delinquent
rent and other amounts due from Tenant. Such interest shall be immediately due
and payable as additional rent under this lease.

     2.7 Contemporaneously with the execution of this lease, Tenant has
deposited with Owner the sum of $ 0 as security for the faithful performance and
observance by Tenant of the terms of this lease. In the event Tenant defaults
with respect of any of the terms of this Lease, Landlord may use the whole or
any part of the security so deposited to the extent required for the payment of
any rent or any other sum as to which Tenant is in default or for any sum which
Landlord may expend or may be required to expend by reason of Tenant's default
in respect of any of the terms of this Lease. In the event that Tenant shall
fully comply with all of the terms of this Lease, the security deposit shall be
returned to Tenant upon the expiration of the term hereof, without interest, and
after delivery of the entire possession of the leased premises to Landlord.

                                    SECTION 3
                                    UTILITIES

     Tenant shall pay for all utilities, including but not limited to water,
gas, electricity, and heat and other utilities used on the premises during the
term of this Lease.

                                    SECTION 4
                                      TAXES

     4.1 Owner shall pay all real property taxes, assessments and governmental
levies on the premise.

                                    SECTION 5
                                TAX CERTIFICATION

     Owner hereby certifies that Owner is not a non-resident alien, or foreign
corporation, a foreign partnership, a foreign trust or a foreign estate (as
those terms are defined in the Internal Revenue Code and Income Tax
Regulations); and that his home or office address is as shown in this Lease.
Owner acknowledges that this certification may be disclosed to the Internal
Revenue Service pursuant to federal law.

                                    SECTION 6
                      REPAIRS, MAINTENANCE AND IMPROVEMENTS

     6.1 Tenant acknowledges that it has inspected the premises and accepts them
as is.


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<PAGE>


     6.2 Tenant shall at its own expense keep the premises clean, neat and free
of all trash and rubbish. Tenant shall keep all trash and rubbish contained in
Tenant supplied dumpsters.

     6.3 Tenant shall, at Tenant's expense, maintain and keep in good repair the
interior of the premises including but not limited to the ceiling, light
fixtures, interior walls and floors, all doors, windows, glass, and plumbing,
all water and gas pipes, and sprinkler system, if any.

     6.4 The Owner shall, at Owner's expense, maintain and keep in good repair
the heating plant, if any, the air conditioning system, if any, and shall make
all necessary exterior repairs including but not limited to the roof, gutters,
and downspouts, and the outside walls of the premises, and the exterior of all
improvements on the premises, except that, if any, such repairs are necessary
because of some act or failure to act in the part of the Tenant, then Tenant
shall be responsible to make such repairs.

     6.5 The parking lot paving, parking area sidewalks, lawns, and landscaping
shall be maintained by Owner.

     6.6 Tenant may make reasonable alterations, additions, and improvements to
the premises, including the erection of signs, at Tenant's expense, but only
with the prior consent in writing of Owner. All alterations, additions or
improvements made by either of the parties, except movable office furniture and
movable business fixtures and equipment put in at the expense of Tenant, shall
inure to the benefit of Owner and shall belong to Owner absolutely as soon as
made or installed. Tenant may, if Tenant is not in default on any of the terms
and conditions of this Lease, remove at the termination of the lease any movable
office furniture or movable business fixtures or equipment purchased or provided
by Tenant that may be moved without damage to the building, provided that Owner
is notified before the termination date that this right will be exercised, as to
described fixtures, or equipment. If Tenant causes any damage to the premises in
removing Tenant's property, Tenant shall pay for all repairs.

     6.7 Deleted.

     6.8 Upon termination of this lease Tenant shall return the premises to
Owner in the same condition as when received, ordinary wear and tear expected.

                                    SECTION 7
                        LIABILITY INSURANCE AND INDEMNITY

     7.1 In addition to any insurance which Tenant deems necessary to protect
Tenant's interests, Tenant shall, at Tenant's expense, secure and maintain
during the term and any extended term of this lease, liability insurance with an
insurance company satisfactory to Owner, with Tenant and Owner as named insured,
in amounts not less than $500,000.00 per person, $1,000,000.00 per occurrence
for all persons and $100,000.00 for property damage. Tenant may, in lieu of
delivering the original policies of insurance, deliver to Owner insurance
company certificates evidencing the coverage. The requirements of the liability
insurance notwithstanding, Owner shall not be liable for any injury or damage to
persons or property occurring in or about the premises, and Tenant shall save
Owner harmless from


                                       3
<PAGE>


responsibility for any and all such injuries and for all such damage arising
from any cause whatsoever. Owner shall be under no liability to Tenant arising
from any discontinuance of heat or water, or both, caused by accident, by
breakage, by strike, or otherwise. Owner shall not be liable for loss of or
damage to the property of Tenant caused by rain, snow, water or steam that may
leak into or flow from any part of the premises as a result of any defect in the
roof of plumbing or any cause whatsoever, or for loss or damage caused by the
handling of electric wires or lights. Owner is liable for damage caused to
Tenant if premises is not properly maintained and roof water is cause of damage.

     7.2 If the Tenant shall fail, refuse or neglect to obtain such insurance or
to maintain the same, and furnish the Owner with proof of the same upon demand,
the Owner shall have the right to procure such insurance and to add the cost
thereof to any rental or other sums payable under this lease, and the amount
thereof shall be payable to the Owner on demand with lawful interest thereon.

     7.3 Tenant shall cause any policy or certificate of insurance required by
this lease to be issued promptly upon any renewal or extension of such coverage
showing the Owner as insured.

                                    SECTION 8
                     CASUALTY INSURANCE AND CASUALTY DAMAGE

     8.1 Owner shall secure and maintain, at Owner's expense, insurance against
loss or damage by fire and such other casualty risks and hazards, including but
not limited to lightning and windstorm, as may be included in the broadest form
of fire and extended coverage insurance from time to time available, upon the
buildings and other improvements erected on the premises. Any such policy or
policies of insurance shall name Owner as the insured.

     8.2 If the premises are so used that casualty insurance cannot be secured,
Tenant will become the insurer, and Owner may cancel this lease by giving
written notice to Tenant.

     8.3 If the premises are rendered totally or substantially untenantable by
fire or other casualty, this lease, at the option of Owner or Tenant exercised
in writing with thirty (30) days of the date of the fire or casualty, shall
terminate: otherwise Owner shall restore the premises as rapidly as sound
business judgment permits.

     8.4 If the premises are rendered totally or substantially untenantable, and
are to be restored, rent will abate during restoration if the destruction was
not caused by the negligence or carelessness of Tenant, its employees, agents,
invitees, or contractors. If the premises are so damaged that Tenant can
continue to occupy the same part or part of same, the rent shall abate pro rata
only, if such damage was not caused by the negligence or carelessness of
Tenant's, its employees, agents, invitees, or contractors, and Owner shall
repair the damage as rapidly as sound business judgment permits.

                                    SECTION 9
                        INCREASES IN INSURANCE AND TAXES

     9.1 Tenant shall reimburse Owner for all increases in the amount of real
estate taxes and insurance premiums paid or payable by Owner on the land and
building for each calendar year during the term of this lease, and extensions,
if any other the amount that Owner paid for such real estate taxes for the


                                       4
<PAGE>


calendar year 2001 (which amount is hereby agreed to be $_________ .) and
insurance premiums for the year 2001 (which amount is hereby agreed to be
$__________). For the purpose of this Section, it shall be presumed that any
insurance premiums or taxes paid or payable will be for the current period.

     9.2 The amount of taxes or insurance premiums due from Tenant to Owner
hereunder, if any, shall be treated as rent for all purposes of this lease and
shall be payable by Tenant to Owner within thirty (30) calendar days after Owner
bills Tenant for such increases. Increases, if any, for the year during which
this lease commences or terminates shall be prorated in accordance with the
length of time Tenant occupied the premises in said year.

                                   SECTION 10
                               WARRANTIES OF OWNER

     10.1 Owner warrants and covenants that Owner is lawfully able to demise the
premises and that Tenant, on paying the rental herein provided and performing
the other covenants and conditions herein contained, shall have quiet and
peaceful possession of the premises during the lease term. No provisions of this
lease are intended to warrant or imply that Owner has any greater right or
interest than stated in this paragraph.

     10.2 Except as otherwise specifically provided in this lease, Tenant is
acquainted with the entire premises and accepts the same in their present
condition. Tenant assumes responsibility for the safety of the premises and for
the suitability of the premises for Tenant's use.

     10.3 Owner makes no other warranties express or implied.

                                   SECTION 11
                                   SUBROGATION

     Owner and Tenant shall each have included in all policies of insurance
respectively obtained by them with respect to the premises and pursuant to this
lease a waiver by the insurer of all rights of subrogation against the other in
connection with any loss or damage thereby insured against. So long as both
Owner's and Tenant's policies then in force include such mutual waiver of
subrogation, Owner and Tenant, to the fullest extent permitted by law, each
waive all right if recovery against the other for, and agree to release the
other from liability for, loss or damage to the extent such loss or damage is
covered by valid and collectable insurance in effect at the time of such loss or
damage. It such waiver of subrogation shall not be obtainable or shall be
obtainable only at a premium over that chargeable without such waiver, the party
seeking such waiver shall notify the other thereof in writing, and the latter
shall have ten (10) days in which to agree to pay such additional premium of
forego such mutual waiver of subrogation.

                                   SECTION 12
                             SUBLEASE OR ASSIGNMENT

     Neither Tenant nor any court or officer thereof or receiver or trustee in
bankruptcy shall sublease,


                                       5
<PAGE>


assign, or transfer the premises or any interest in this lease without the
consent in writing of Owner, which shall not be unreasonably withheld. In the
event of a sublease or assignment, Tenant shall always remain liable for any
default of a subtenant or assignee. The receipt by Owner of rents from any
assignee, subtenant or occupant shall not be deemed to be a waiver of these
provisions.

                                   SECTION 13
                                 USE OF PREMISES

     The premises shall during the term of this lease be used only for
commercial and related activities, and no part of the premises or improvements
thereon shall be used in any manner whatsoever for a purpose in violation of the
laws of the United States or the state in which the premises are located or any
other applicable ordinance, regulation or law. Tenant shall comply with all
laws, ordinances, regulations or orders enacted or passed during the term of
this lease applicable to the premises.

                                   SECTION 14
                                  CONDEMNATION

     If at any time a substantial part or all of the premises be taken for any
public or quasi-public use under any statute or by right of eminent domain or by
private purchase in lieu thereof by a body vested with the power of eminent
domain, this lease shall continue until the date of the taking, at which time
this lease shall terminate and Tenant shall have no rights in any award or
purchase price paid by reason of the taking. In the event a condemnation or
purchase takes place and the premises continue to be tenantable for Tenant's
purposes, the rent shall be abated pro rate, Tenant shall have no rights in any
award or purchase price paid by reason of the taking, and the lease shall
continue otherwise in full force and effect. The termination of this lease or
the abatement of rent by reason of the condemnation or purchase shall be without
prejudice to the rights of either Owner or Tenant (to the extent Tenant has an
independent claim) to recover compensation and damage caused by the condemnation
or taking from the condemned or taker. Neither Owner nor Tenant shall have any
rights in any award made to the other by reason of such condemnation or taking.

                                   SECTION 15
                            ENVIRONMENTAL COMPLIANCE

     15.1 For purposes of this lease, (i) the term "Regulated Substances" shall
include but shall not be limited to substances defined as "regulated
substances", "hazardous waste", "toxic substances", "pollutants", "toxic
pollutants", "herbicides", "fungicides", "rodenticides", "insecticides",
"contaminants", or "pesticides" in any Environmental Law; (ii) "Environmental
Law" means any laws, regulations, ordinances, rules, orders, directions,
requirements or court decrees pertaining to health, industrial hygiene, or the
environmental conditions on, under or about the Demised Premises, including,
without limitation, Resource Conservation and Recovery Act, as amended by the
Hazardous and Solid Waste Amendments of 1984, the Comprehensive Environmental
Response, Compensation and Liability Act, the Hazardous Materials Transportation
Act, the Toxic Substance Control Act, the Federal Insecticide, Fungicide and
Rodenticide Act, the Clean Water Act, the Safe Drinking Water Act, the Clean Air
Act, all parallel, similar or relevant local and state environmental laws, and
the regulations, rules, and ordinances adopted and publications promulgated
pursuant to the local, state, and federal law.


                                       6
<PAGE>


     15.2 Tenant, at Tenant's expense, shall comply with all Environmental Laws
(as defined above) pertaining to Tenant's business use and occupancy if the
Demised Premises. Tenant hereby agrees to and does indemnify and holds Owner
harmless from and against any and all liability, obligations, losses, damages,
penalties, claims, clean-up costs, fines, civil penalties and actions, suits,
including legal fees imposed on, incurred by, or reserved against Owner arising
out of the existence or presence of any "Regulated Substance", as defined
herein, on, under or from the Demised Premises from and after the commencement
of the initial term of this lease ("Commencement Date") arising out of Tenant's
occupancy and use of the Demised Premises; and any liability, claims,, or
damages in any way related to or arising out of the removal, treatment, storage,
disposal, disposition, mitigation, clean-up or remedying of by Tenant of
Regulated Substances on the Demised Premises. Notwithstanding anything herein to
the contrary, Owner agrees that Tenant has no obligation to and does not
indemnify Owner for any claims or damages due to any Regulated Substances
existing or present on the Demised Premises prior to the Commencement Date or
arising out of the acts of third parties not under Tenant's control.

     15.3 Owner represents and warrants to Tenant that to the best of Owner's
knowledge and information (i) the Demised Premises currently comply with all
applicable Environmental Laws; (ii) Owner is not in violation of or subject to
any existing, pending or threatened investigation by any governmental authority
under any Environmental Law; (iii) Owner has not and is not required by any
Environmental Law to obtain any permits or licenses to construct or operate any
improvements, fixtures or equipment forming a part of the Demised Premises,
including the use of Owner's past and present tenants of the Demised Premises,
has not and does not result in the disposal or release of any Regulated
Substances on, to or from the Demised Premises; and (v) Owner has not installed,
used to operated any underground storage tank(s) on, under or around the Demised
Premises. If underground storage tank(s) (whether or not abandoned in place)
exist on or under the Demised Premises at the time of Commencement of the term
hereof; then such tanks and the pumps and all other equipment used in connection
with the operation of same shall be removed by Landlord, at Landlord's sole
expense, prior to Tenant's entering into possession of the Demised Premises and
the commencement of the lease term. Such underground tanks and equipment shall
be and remain the exclusive property of Owner and Tenant shall not be required
to take any actions with regard thereto.

     15.4 Owner hereby agrees and does indemnify and holds the Tenant harmless
from and against any and all liability, obligations losses, damages, penalties,
claims, environmental response and clean-up costs, fines, civil penalties and
actions, suits costs, taxes, charges, expenses and disbursements, including
legal fees and expenses of whatever kind or nature, imposed on, incurred by, or
reserved against Owner in any way relating to or arising out of the existence or
presence of any Regulated Substance on, under or from the Demised Premises which
existed on, under or from the Demised Premises prior to the Commencement Date of
this lease or which result from the acts of third parties not under Tenant's
control; any liability, claims or damages in any way elated to or arising out of
the removal, or treatment, storage, disposal, disposition, mitigation, clean-up
or remedying of the Regulated Substances on the Demised Premises. This
indemnification shall include, without limitation, liability, claims or damages
arising out of any violations of applicable Environmental Laws, regardless of
any actual or alleged of warranty or strict liability on the part of Owner. The
foregoing indemnity shall survive the expiration or termination of this lease
and/or any transfer of all of any portion of the Demised Premises, or of any
interest in this lease, and shall be governed by the laws of the state in which
the Demised Premises are located.


                                       7
<PAGE>


                                   SECTION 16
                       MECHANICS' AND MATERIALMEN'S LIENS

     Tenant shall not do or suffer anything to be done whereby the premises
shall be encumbered by a lien, and shall, whenever and as often as any lien is
filed against the premises purporting to be for labor or material furnished or
to be furnished to the Tenant, discharge the same of record within twenty (20)
days after the date of filing. Tenant shall indemnify Owner from all actions and
costs of suit by any person to enforce a lien, together with any costs and
attorney fees incurred by Owner. Tenant may contest the validity of any lien or
claim if tenant shall have posted a bond with adequate surety to insure that
immediately upon final determination of validity of the lien or claim Owner
shall be paid for any judgment rendered, with all proper costs and charges, and
Tenant shall at such time have the lien released without cost to Owner. Notice
is hereby given that Owner shall not be liable for any labor or materials
furnished or to be furnished to the Tenant on credit, and that no mechanics',
materialman's or other lien for any such labor or material shall attach to or
affect the reversionary or other estate or interest of Owner in and to the real
estate and improvements which are a part of the premises.

                                   SECTION 17
                                 ENTRY BY OWNER

     Tenant shall permit Owner, or Owner's agents or employees, at all
reasonable hours, to enter and examine the premises, or to show the premises to
persons wishing to rent or purchase the same, or to make proper repairs or
alterations, taking any space needed; and during the three (3) months preceding
the termination of any term of this lease, Tenant will permit customary "For
Sale" or "For Rent" notices, or both, to be exhibited on the premises.

                                   SECTION 18
                                     DEFAULT

     18.1 Should Tenant be in default in the payment of rent and remain in
default for a period of ten (10) days, such default shall, at Owner's option,
constitute a forfeiture of the lease.

     18.2 Should Tenant violate any other term, condition, or covenant of this
lease and not cease of otherwise cure the violation within thirty (30) days
after receiving written notice from Owner, or if Tenant should abandon or vacate
the premises prior to the expiration of [the original or any extended term of]
this lease, or if Tenant should be adjudicated a bankrupt or insolvent according
to law, or should make an assignment for the benefit of creditors, or if a
receiver, trustee or liquidator of Tenant's property shall be appointed and not
discharges within sixty (60) days, then the occurrence of such act of omission
shall, at Owner's option, constitute a forfeiture of the lease.

     18.3 If a forfeiture is declared by Owner for any reason, then in addition
to and not in substitution for any responsibilities or liabilities of Tenant, or
any options available to Owner, under this instrument of applicable law:


                                       8
<PAGE>


          (a)  Tenant shall be liable for all future rentals, any rents in
               arrears and all other amounts necessary to compensate Owner for
               Tenant's breaches of covenant, all such amounts to become
               immediately due and payable; and

          (b)  Owner may, at Owner's option, (i) lease the premises to another
               tenant for part or all of the remainder of the term, in which
               event there shall be set off against the amounts otherwise owed
               by Tenant the amount of rents actually received from the new
               tenant less the costs related to entering into the new lease and
               preparing the premises for the use of the new tenant; or (ii)
               refrain from leasing the premises to another tenant, in which
               event there shall be set off against the amounts owed by Tenant
               an amount representing the present valuing of any payment of rent
               actually made prior to the date when it would otherwise become
               due, as well as any portion of the loss of net rental income
               available to Owner as to which Tenant may establish, in a court
               of competent jurisdiction of to the satisfaction of Owner, that
               Owner could have realized by leasing the premises to another
               tenant known to Owner, or to another tenant with which Owner may
               have been able to contract if Owner has expended reasonable
               efforts to locate such a tenant.

     18.4 If, upon any forfeiture, Owner shall elect to recover possession of
the premises, no demand shall be necessary before such recovery of possession;
and Owner may enter the premises, or any part, and take possession and expel
Tenant or other occupants and their effects, without being guilty of any
trespass.

     18.5 Should Owner or Tenant fail to pay taxes or make repairs or fail to
perform any other duty under this lease the other party may, after giving thirty
(30) days' notice in writing, perform such duty and the cost of performance
shall be offset against or added to the rental amount and in the latter case
shall become immediately due and owing. If tenant must make repairs in emergency
or if Owner fails to make such repairs in needed time frame, Tenant can make
repairs and deduct from future lease payments.

     18.6 The failure of Owner to declare a breach or forfeiture of this lease
for the violation of any term, condition or covenant shall be construed as a
waiver of the rights to declare a breach or forfeiture of this lease upon the
occurrence of any subsequent act or omission, the right to declare a reach or
forfeiture being a continuing one on Owner. Acceptance of rentals subsequent to
any forfeiture shall not be considered a confirmation or renewal of this lease.

     18.7 Should Tenant vacate the premises prior to the expiration of the
original or any extended term of this lease, no act or actions taken by the
Owner or its agents shall be deemed an acceptance of a surrender of the
premises. No agreement to accept the surrender of the premises shall be valid
unless the same be in writing and signed by the Owner.

                                   SECTION 19
                                  OWNER'S LIEN

     19.1 In addition to any statutory Owner lien, Tenant grants Owner a
security interest to secure payment of all rentals and other sums of money
becoming due hereunder from Tenant and to secure


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<PAGE>


payment of any damages or losses Owner may suffer by reason of the breach by
Tenant of any covenant, agreement or condition contained herein, upon all goods,
wares, equipment, fixtures, furniture, improvements and other personal property
of Tenant presently owned, or which may hereafter be situated on the premises,
and all proceeds therefrom, and such property shall not be removed therefrom
without the consent of Owner until all arrearages in rent as well as any and all
other sums of money then due to Owner hereunder shall first have been paid and
discharges and all covenants, agreements, and conditions hereof have been fully
complied with and performed by Tenant.

     19.2 Upon the occurrence of an event of default by Tenant under this lease,
Owner may, in addition to any other remedies provided herein, enter upon the
premises and take possession of any or all goods, wares, equipment, fixtures,
furniture, improvements and other personal property of Tenant situated on the
premises, without liability for trespass or conversion, and sell the same at
public or private sale, with or without having such property at the sale, after
giving Tenant reasonable notice of the time and place of any public sale, or at
the time after which any private sale is to be made, at which sale the Owner or
its assigns may purchase unless otherwise prohibited by law. Any sale made
pursuant to the provisions of this paragraph in a commercially reasonable manner
if held on the premises or where the property is located after the time, place
and method of sale and a general description of the type of property to be sold
have been advertised in a local daily newspaper for five (5) consecutive says
before the date of sale. The proceeds from any such disposition, less any and
all expenses connected with the taking of possession, holding and selling of the
property (including reasonable attorneys fees and legal expenses), shall be
applied as a credit against the indebtedness secured by the security interest
granted in this section. Any surplus shall be paid to Tenant or as otherwise
required by law; and the Tenant shall pay any deficiencies forthwith.

     19.3 Upon request by Owner, Tenant agrees to execute and deliver to Owner a
financial statement in form sufficient to perfect the security interest of Owner
in the aforementioned property and proceeds thereof under the provisions of the
Uniform Commercial Code in force in Georgia.

     194 Any statutory lien for rent is not hereby waived, the security interest
herein granted being in addition and supplementary thereto.

                                   SECTION 20
                                  SUBORDINATION

     This lease and all rights of Tenant hereunder are and shall be subject and
subordinate to the lien or liens of any and all mortgages, deeds of trust, deeds
to secure debt or other instruments in the nature thereof ("Owner's mortgage"),
and to all modifications, renewals or extensions thereof which may now or
hereafter effect or encumber Owner's title to the premises. Tenant shall, upon
demand, at any time or times, execute, acknowledge, and deliver to Owner or to a
holder of Owner's mortgage, without expense, any instruments that may be
necessary to make this lease subordinate to the lien of Owner's mortgage.

                                   SECTION 22
                                 ATTORNEY'S FEES

     If it shall become necessary for Owner or Tenant to employ an attorney to
assert any right or enforce


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<PAGE>


any obligation under this lease, after default, such party, if he prevails,
shall be entitled to recover, in addition to all other costs and expenses, the
reasonable costs and charges of such attorney.

                                   SECTION 23
                                     NOTICES

     All notices or communications which this instrument requires or permits to
be given shall be in writing and shall be mailed or delivered to the respective
addresses set forth below, or to such other address as may be designated in
writing by either party.

     To Owner as follows:

<TABLE>
<S>                                                        <C>
     C. Christopher Carlton d/b/a Carlton Properties       Phone  706 866-3211
     405 Powder Horn Lane                                  Fax    706 866-3666
     Ringgold, GA 30736                                    E-mail  chriscarlton@mindspring.com

     To Tenant as follows:

                                                           Ridgeland Business Park
     American Consumers, Incorporated                       55 Hannah Way
     P.O. Box 2328                                          Rossville, Georgia 30741
     Fort Oglethorpe, Georgia 30742
</TABLE>


                                   SECTION 24
                                 ENTIRE CONTRACT

     This lease contains the entire contract between the parties relating to the
demise of the premises and may not be altered, amended or changed except by
instrument in writing signed by both parties hereto.

                                   SECTION 25
                                BENEFIT OF LEASE

     This lease shall inure to the benefit of and shall be binding upon the
heirs, legatees, legal representatives and successors and assigns of the
parties, subject to all the terms, conditions and contingencies set forth.

                                   SECTION 26
                                 LAW APPLICABLE

     This is a lease under the laws of the state in which the premises are
located, and the validity and applicability of its provisions shall be governed
by the laws of that state.


                                       11
<PAGE>


                                   SECTION 27
                              ESTOPPEL CERTIFICATE

     At any time and from time to time, Tenant, on or before the date specified
in a request theretofore made by Owner, shall execute, acknowledge and deliver
to Owner a certificate prepared by Owner at Owner's expense, evidencing whether
or not (a) this lease is in full force and effect, (b) this lease has been
amended in any way, (c) there are any existing defaults on the part of Owner
hereunder to the knowledge of Tenant and specifying the nature of such default,
if any, and (d) the date to which rent, another amounts due hereunder, if any,
have been paid. Each certificate delivered pursuant to this Section 27 may be
relied on by any prospective purchaser of transferee on Owner's interest
hereunder or of any part of Owner's property or by any holder or prospective
holder of Owner's mortgage, or a mortgage or prospective mortgage of any part of
Owner's other property.

                                   SECTION 28
                            TERMINOLOGY AND CAPTIONS

     The terms "Owner" and "Tenant" as used in this lease shall be construed to
apply to the parties in the appropriate gender and number; and the term "Owner"
shall in no way indicate that a tenancy greater than that described in this
lease is either demised or warranted. The captions in this lease are inserted
only as a matter of convenience and for reference and in no way define, limit,
amplify or describe the scope of this lease or the intent of any provision
thereof.

     IN WITNESS WHEREOF, the Owner and Tenant have executed duplicate copies of
     this lease this 27 day of August , 2001.


                                        By:  s/s C. Christopher Carlton  (Seal)
                                           ------------------------------
                                                (C. Christopher Carlton)
                                                                         OWNER


Signed, sealed and delivered
in the presence of:


  /s/ Paul R. Cook
---------------------------
      (Witness)


  /s/ Jeane Creekmore
---------------------------
   (Notary Public)


My commission expires:   7-10-04


                                       12
<PAGE>


                                        I consent to the transfer of a leasehold
                                        interest in the demised property
                                        resulting from my status as the spouse
                                        of Owner:

                                          s/C. Allyson Carlton          (Seal)
                                        --------------------------------
                                          (C. Allyson Carlton)


Signed, sealed and delivered
in the presence of:

  /s/ Paul R. Cook
----------------------------
       (Witness)

  /s/ Jeane Creekmore
----------------------------
    (Notary Public)

My commission expires:   7-10-04




                                        By:  s/Michael A. Richardson   (Seal)
                                           ---------------------------
                                                     TENANT

                                        By:                            (Seal)
                                           ---------------------------
                                                     TENANT


ATTEST:

  /s/ Reba Southern
----------------------------
     Secretary


Signed, sealed and delivered
in the presence of:

  /s/ Paul R. Cook
----------------------------
     (Witness)


  /s/ Jeane Creekmore
----------------------------
    (Notary Public)


My commission expires:   7-10-04


                   13
<PAGE>


                                        The undersigned hereby personally
                                        guarantees the performance of each and
                                        every provision of this lease agreement
                                        by Tenant:

                                        By:    s/ Michael A. Richardson
                                           --------------------------------



                                        By:
                                           --------------------------------


WITNESS:

  /s/ Paul R. Cook
----------------------------


</TEXT>
</DOCUMENT>
