| Associated 
                        Grocers of the South, Inc. is a full service wholesale 
                        grocery cooperative owned by its independent retail grocers. 
                        As such, our commitment is to keep the independent 
                        retail grocer an essential and viable part of the grocery 
                        industry in face of increasing competition from chain 
                        stores and super centers. As a wholesale cooperative, 
                        we have over 300 member stores who benefit from our special 
                        programs designed to give them the highest quality product 
                        at the lowest possible cost.  We offer 
                          a Net Pricing Program whereby deal allowances are passed 
                          on to our membership on every case purchased on deal 
                          until the entire inventory is depleted, regardless of 
                          when the manufacturer's stated deal has expired. This 
                          program is unique within the grocery industry and serves 
                          to give Associated Grocers' membership a definite competitive 
                          advantage in conjunction with our Cost-Plus Program 
                          whereby member stores are charged the original product 
                          cost plus markup, based on both purchase volume and 
                          travel distance from the warehouse. 
 To become a member of Associated Grocers of the South, 
                          Inc. you must be an independent grocery retailer within 
                          the five state area we service. Also, it is expected 
                          that the retailer will use Associated Grocers as its 
                          primary supplier. A formal application must be submitted 
                          and class A and class B stock requirements must be met 
                          in accordance with the Bylaws of our Corporation. Once 
                          the application is approved, the retailer is accepted 
                          for full service.
 If you would like more information about our membership 
                          programs and requirements, please feel free to call 
                          our Sales Department at (205) 808-4821 or e-mail us 
                          at bleverett@agsouth.com.     |