Gateway Bank & Trust $440,000 Term Loan Commitment Letter to American Consumers, Inc.

 EXHIBIT 10.37 [Gateway Bank & Trust Logo] February 7, 2008 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 $440,000.00 consisting of: A term loan (the "Term Loan" which can also mean a series of smaller loans in the aggregate) in an amount not to exceed $440,000.00 to purchase cash registers and/or a point of sale system as represented to the Bank. The Term Loan shall be subject to the terms and conditions set forth herein. (1) Borrower: The Borrower on the Term Loan 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, plus a margin of 0.50%. Today, that rate is 6.50% (Prime 6.00 plus 0.50%), 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. P.O. Box 129 * 5102 Alabama Highway * Ringgold, Georgia 30736 * (706) 965-5500 

 (3) Origination Fees: Borrower shall pay to Bank, at closing of the Term Loan, an origination fee equal to 0.75% of the note amount. (4) Use of Proceeds and Advances: The proceeds of the Term Loan shall be used to purchase a point of sale system and cash registers to be used in each of your eight locations. The proceeds can be loaned in the form of one note or a series of notes, with aggregate not to exceed $440,000.00. (5) Collateral: The Term Loan shall be secured by a first priority assignment and UCC on the registers to be purchased with the proceeds of this credit, along with all attachments, accessories, parts, contracts, and items pertaining to such. This term loan will also be cross-collateralized with the collateral that secures other debt owed to the Bank, including 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 also has an Assignment of a $300,000.00 CD, currently held at the Bank as additional collateral. Personal guaranties of Michael Richardson and P.R. Cook also required. (6) 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 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 closes. (7) 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 public 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. 2 

 (c) 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. (d) The Borrower shall maintain that the Bank is its primary bank of account, as evidenced by operating accounts, reserve accounts, and other ancillary bank products as needed. (8) 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. (9) 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. (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 facitliy, 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. 3 

 (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 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/ Jeff A. Bridgman Jeff A. Bridgman Vice President 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 8th day of February, 2008. American Consumers, Inc. By: /s/ Paul R. Cook -------------------------------- Name: Paul R. Cook Title: Vice President 4