PROMISSORY NOTE
                                    (SECURED)


FOR VALUE  RECEIVED,  the  undersigned,  R-DOC,  LLC, a South  Carolina  limited
liability  company,  (hereinafter  "Promisor"),  does  hereby  promise to pay to
HomeGold,  Inc.  (herein  "Promisee"),  the  principal sum of Eight Million Four
Hundred  Forty-four  Thousand  Six  Hundred   Seventy-Nine  and  71/100  Dollars
($8,444,679.71),  together  with  interest  thereon at the rate of seven and one
half percent (7 1/2%) per annum from and after  December  31,  2002,  payable to
Promisee at 1021 Briargate  Circle,  Columbia,  South Carolina 29021, or at such
other  location  as  Promisee  shall  direct,  by making  payment to Promisee as
follows:  Sixty (60) equal  quarterly  payments of principal and interest in the
amount of Two Hundred  Thirty-four  Thousand Eight Hundred Forty-nine and 66/100
Dollars  ($234,849.66) each commencing March 31, 2003 and continuing on the last
day of each calendar quarter thereafter until paid in full on or before December
31, 2017.

Prepayment of principal and interest by Promisor is permitted  without  penalty.
Except as set forth below, Promisor hereby waives demand, presentment,  protest,
notice of dishonor and default, and all diligence in collection hereunder.

In the event of a default by  Promisor  in making  payments  hereunder,  default
interest  shall  begin to accrue on the amount of the unpaid  payments  from the
payment due dates  forward,  at the rate of seven and one half  percent (7 1/2%)
per annum. In addition,  if any payment required  hereunder is not paid when due
and continues  unpaid for a period of thirty (30) days after its due date, then,
at the option of Promisee, the entire remaining balance of principal and accrued
interest  contemplated in this Note would immediately be due and payable in full
to  Promisee  upon  delivery  to  Promisor  of  written   notice  of  Promisee's
acceleration option election, said delivery of written notice to be accomplished
by certified mail addressed to Promisor at 113 Reed Avenue, Lexington, SC 29072.
In the event of such a default by Promisor as described  above,  Promisor  shall
pay the default  interest  described  above and shall further pay all reasonable
attorneys' fees and court costs incurred by Promisee in enforcing and collecting
this Note and said balance as set by a court of competent jurisdiction.

This   Note  is   secured   by  that   certain   Security   Agreement   executed
contemporaneously with this Note by Promisor, a copy of which is attached hereto
as Exhibit A and made a part hereof (the "Security Agreement").

This Note shall be interpreted  and enforced  according to the laws of the State
of South Carolina.

         IN WITNESS  WHEREOF,  this  Promissory  Note is executed as of the date
above mentioned.


                                           R-DOC, LLC

                                           By /s/ Ronald J. Sheppard
                                           Name: