RENEWAL AND EXTENSION OF LEASE

The SARA W. LOVELADY FAMILY TRUST and the JO VERRENA SMITH FAMILY TRUST , as successors in interest to the real estate heretofore leased on May 4, 1994 , by CONLEY J. SMITH, SARA W. LOVELADY and J.J. WILLIAMS , as Lessors, with AMERICAN CONSUMERS, INC. , P. O. Box 2328, Fort Oglethorpe, Georgia 30742, as lessee, do hereby agree to renew such lease on the same terms and conditions except as stated herein,, a building and premises housing 23,860 square feet of floor space on property adjacent to First Southern State Bank at Stevenson, Alabama (leased premises), and both Lessors and Lessee agree to extend the term of such lease for an additional five year period beginning on June 1, 2009 and extending through May 31, 2014.

The rental to be paid during such five year extension shall be. the sum of $8,050.08 per month.

NOW THEREFORE , by this amendment, the parties do agree that the term of the original lease dated May 4, 1994 shall be extended for a period of five years beginning on June 1, 2009 and expiring on May 31, 2014.

All other provisions of said lease, containing 16 pages, shall remain in full force and effect, except where modified hereby.

EXECUTED on this  24th   day of April, 2009, to be effective on June 1, 2009, in triplicate, each copy to be taken as an original.

LESSORS :

SARA W. LOVELADY FAMILY TRUST

By:   /s/ Bunn W. Lovelady                                                                 

Trustee

JO VERRENA SMITH FAMILY TRUST

By:   /s/ Conley J. Smith                                                       

Trustee

LESSEE :

AMERICAN CONSUMERS, INC.

By:   /s/ Michael A. Richardson                                                       

Mike Richardson, Its President

I, the undersigned, a Notary Public, in and for said County in said State, hereby certify that BUNN W. LOVELADY , whose name as Trustee of the SARA W. LOVELADY FAMILY TRUST , is signed to the foregoing Renewal and Extension of Lease, and who is known to me, acknowledged before me on this day that, being informed of the contents of said Renewal and Extension of Lease, he, as such Trustee, and with full authority, executed the same voluntarily for and as the act of said Family Trust.

/s/ Shelia Duckett                                                                 

NOTARY PUBLIC

My Commission Expires October 7, 2009

/s/ Shelia Duckett                                                                 

NOTARY PUBLIC

My Commission Expires October 7, 2009

I, the undersigned, a Notary public, in and for said County in said State, hereby certify that MIKE RICHARDSON , whose name as President of AMERICAN CONSUMERS, INC. , is signed to the foregoing Renewal and Extension of Lease, and who is known to me, acknowledged before me on this day that, being informed of the contents of said Renewal and Extension of lease, he, as such officer, and with full authority, executed the same voluntarily for and as the act of said corporation.

/s/ Jean Creekmore                                                                            

NOTARY PUBLIC

THIS LEASE, made this 4th day of May, 1994, by and between CONLEY J. SMITH, SARA W. LOVELADY and J. J WILLIAMS , hereinafter called “Lessor”, and the AMERICAN CONSUMERS, INC. of P. O. Box 2328, Fort Oglethorpe, Georgia 30742 , hereinafter called “Lessee.”

Lessor owns a building on thepremises (the leased premises) herein described consisting of approximately 23,860 square feet in what is commonly known as the Stevenson Shopping Center adjacent to the First National Bank of Stevenson, Alabama, which premises have been and are currently occupied by Lessee.

The Lessor, for and in consideration of the. rents, covenants, agreements, and stipulations hereinafter mentioned, reserved and contained, to be paid, kept and performed by the Lessee, has leased and rented, and by these presents does lease and rent, unto the said Lessee and said Lessee hereby agrees to lease and take upon the terms and conditions contained in this lease the leased premises being 23,860 square feet of floor space in the City of Stevenson, Jackson County, Alabama.

Lessee agrees to pay to Lessors a monthly rental of $7,953.33 in advance on the first day of each month during the term of this lease.  This rental is based upon an annual rate of   $4.00   per square foot.  In addition to the base rental of $7.953.33 per month specified in this item, should the sum of 1-1/4% of Lessee’s gross sales per year as hereinafter defined exceed (1) the amount of rental paid pursuant to said item, plus (2) the

amount of taxes, if any, paid or payable for such year by Lessee pursuant to item XXVI (Taxes) hereinbelow, Lessee will pay to Lessors as additional rent hereunder a sum equivalent to such excess until the base rental plus the percentage rental equals an annual rental based upon $5.00 per square foot, at which time the total rental will remain at $5.00 per square foot until the total rental equals 1% of gross sales as hereinafter defined, at which time the total rental shall remain at 1% of gross sales unless gross sales decrease, in which event the proper adjustments based upon the formula herein will be made.  If the rental based upon $5.00 per square foot per annum reaches a point that such rental is less than 1% of gross sales, such total rental to be paid by Lessee shall be increased to, but shall not exceed, a total rental based upon 1 % of gross sales.

The term “gross sales” as used herein is the gross amount charged for all sales and services made from the leased premises by Lessee and any sublessees in any department Lessee’s or assigns for cash paid less any sales taxes, returns exchanges, allowances and discounts, and transfers of merchandise from the premises to other stores of Lessee, and vending machine proceeds not otherwise included as gross sales.  By the term “sales taxes”, it is meant taxes which by law (1) are not imposed by Lessee or any other party prior to sale at retail by Lessee, but (2) are imposed on purchasers from Lessee at retail and collectible by Lessee from such purchasers.

On or before the first day of the fourth month following each lease year of the term of this lease, Lessor shall be furnished with a sworn statement by the Lessee showing the sales (computed as herein provided) made by Lessee in the premises during the preceding lease year. In the event Lessee sublets any space or any department, Lessor or his representatives shall also be furnished such statement from sublessees or departments.

Lessor or his duly authorized representatives may, on regular business days and within reasonable office hours, inspect Lessee’s records of sales made in the premises annually, either at the premises or elsewhere as designated by Lessee, provided such inspection is made within twelve (12) months after a statement of sales is furnished Lessor by Lessee and is limited to the period covered by such statement.  Any claim by Lessor for revision of any statement of sales or for additional rent must be made in writing to Lessee within twelve (12) months after the date of such statement of sales is mailed to Lessor; otherwise, it shall be deemed waived by Lessor.  If

Lessor’s audit shall disclose a deficiency in percentage rental paid for any lease year to the extent of five percent (5%) or more, Lessee shall promptly pay to Lessor the amount of such deficiency and in addition the reasonable cost of such audit.  Lessor will hold in confidence all sales figures and other information obtained from Lessee’s records.

Lessor grants unto Lessee the option to renew this lease for two (2) additional terms of five (5) years each under the same terms and conditions as provided herein, except however, the rent for any additional term beyond the initial term of five (5) years shall be negotiated by the parties and reduced to writing by way of addendum hereto.  Such rent for the additional terms shall be commensurate with and in keeping with the current rent of similar building in similar areas and giving effect to inflationary trends as compared to the date of this lease.

Lessee shall give written notice to Lessor of its intent to renew not less than four (4) months before the expiration of the initial term or any extension thereof, and Lessee and Lessor shall commence immediate negotiations relating the amount of rent to be paid during the term for which renewal is sought.  Should the parties in sixty (60) days be unable to agree in writing on the rental for the term renewal, then each party shall appoint an arbitrator who shall name a third arbitrator.  The written report of a majority of such arbitrators shall constitute the rent for the term so renewed, if the Lessee shall elect to extend this lease agreement after rental for any extension as provided herein.  It is understood and agreed the Lessee is not bound to re-new or extend until the amount of rent has been agreed upon or fixed as herein provided.

Premises shall be use for a grocery retail store or for any lawful purposes.  Premises shall not be used for any illegal purposes, not in any manner to create any nuisance or trespass, nor in any manner to vitiate the insurance or increase the rate of insurance on premises.

Lessee shall pay water, gas, electricity, fuel, light, heat, and power bills for leased premises or used by Lessee in connection therewith.  If Lessee does not pay the same, Lessor may pay the same and such payment shall be added to the rental of the premises.

Lessor agrees to keep in good order the roof, exterior walls (exclusive of all glass, including plat glass), water, sewer, electrical and sprinkler systems, but not fixtures pertaining to such systems.  Lessee shall have exclusive control of the premises and shall report in writing to Lessor any defective condition known to him, which Lessor is required to repair and failure to so report such defect shall make Lessee responsible to Lessor for liability incurred by Lessor by reason of such defect which Lessor did not know of or could not reasonably have known of without notice of such by Lessee.

Lessee shall at its own expense keep and maintain the premises in good order and repair, subject to reasonable wear and tear except those portions of the premises to be maintained and repaired by Lessor under the terms of this lease.  Subject to Item   V , Lessee agrees to keep all fixtures pertaining to heating, air conditioning, water, sewer, electrical and sprinkler systems in good order and repair, and agrees also to be responsible for any damage to such heating air conditioning, water, sewer, electrical and sprinkler systems.  Lessee agrees to return said premises to Lessor at the expiration of this lease in as good condition and repair as when first received, natural wear and tear excepted.  Should Lessee fail to make any repairs or restoration for which Lessee is responsible under this Lease, Lessor may, but shall not be obligated to, make same at Lessee’s expense and the cost thereof shall be considered additional rent due hereunder. If Lessor elects to make said repairs or restoration, he shall provide Lessee with a 15-day notice in writing of its intention to make said repairs or restoration, and if Lessor shall thereafter make said

repairs or restoration, the reasonable cost thereof shall be construed as additional rent payable immediately by Lessee.  Likewise if Lessor fails to make necessary repairs or restorations to those parts of the premises set forth in Item   V for which it is obligated to maintain and keep in good order, and after a 15-day notice in writing by Lessee to Lessor, Lessee makes repair or restoration of same, the reasonable cost thereof shall be billed to Lessor.  Lessor agrees to assign any and all warranties on heating and air conditioning units, fixtures, and all equipment installed or provided by Lessor to Lessee and to fully cooperate with Lessee in the enforcement of any of the assigned rights and obligations under such warranties.

Lessee may install and maintain electric, or other artistic signs capable of being illuminated, advertising its business or products sold in the demised premises; and Lessee shall obtain the necessary permits from municipal authorities for the erection and maintenance of said signs.  All such signs are subject to the approval of Lessor and Lessee must obtain such approval in writing prior to installation.

The Lessee shall keep the premises clean, both inside and outside, at its own expense, and will remove the ashes, garbage, excelsior, straw and other refuse from said premises.  The Lessee shall not burn any materials or rubbish of any description upon said premises unless the same is burned in incinerators of such structure, design and capacity and may be approved by Lessor and appropriate authority.  The Lessee also agrees to keep the parking area adjacent to said store free from rubbish, dirt, ashes, garbage, excelsior, straw and refuse.  Lessee agrees to keep all accumulated rubbish in covered containers, except for baled paper, and to have same removed regularly.  In the event the Lessee fails to keep the demised premises and other portions heretofore described in the proper condition, the Lessor may cause the same to be done for the Lessee and the Lessee hereby agrees to pay the expense thereof on demand as additional rent.

The Lessee shall neither encumber nor obstruct the sidewalks adjoining said premises nor allow the same to be obstructed or encumbered in