LEASE AGREEMENT DATED OCTOBER 31, 2005, BETWEEN SANS LLC AND CHAMPION INDUSTRIES,
      INC. DBA CHAPMAN PRINTING COMPANY REGARDING 951 POINT MARION ROAD MORGANTOWN,
      WEST VIRIGINA.


    EXHIBIT
      10.2
       

       

      LEASE
        AGREEMENT

      


      


      This
        Lease Agreement
        (hereinafter called the “Lease”) made this 31st day October, 2006, by
        and between SANS, LLC, a West Virginia limited liability company, whose
        principal place of business is at 951 Point Marion Road, Morgantown, Monongalia
        County, West Virginia 26508 (hereinafter called the “Lessor”) and CHAMPION
        INDUSTRIES, Inc., a West Virginia corporation, d/b/a CHAPMAN PRINTING COMPANY,
        a
        West Virginia corporation, whose principal place of business is at P.O. Box
        2968, 2450-90 First Avenue, Huntington, West Virginia 25728 (hereinafter
        called
        the “Lessee”).

      WITNESSTH,
        that the parties hereto, intending to be legally bound,
        hereby covenant and agree as follows:

      1. PREMISES: Lessor
        hereby leases to the Lessee and Lessee
        hereby accepts as Lessee, a premises consisting of 5,850 square feet, more
        or
        less, being more particularly depicted and outlined in red on the drawing
        attached hereto as Exhibit A ( the “Premises”) and being a portion of that
        certain building containing 13,500 square feet located at 951 Point Marion
        Road,
        Morgantown, West Virginia. 

      2. TERM: 

      (a) Primary
        Term: This Lease shall commence upon November
        1, 2005 (the “Commencement Date”) and continue thereafter for term of five (5)
        years (the “Primary Term”).

      (b) Renewal
        Options: This Lease may be renewed for one
        (1) additional five (5) year term (“Renewal Term”). This Lease shall be renewed
        by Lessee providing the Lessor written notice of Lessee’s intent to renew
        received by Lessor at least one hundred eighty (180) days prior to the end
        of
        the Primary Term. In the event that this Lease is renewed, all terms and
        conditions of this Lease shall remain in full force and effect, except for
        the
        rental payment, which shall be revised as stated in Section 3(b) below (The
        “Primary Term” and the “Renewal Term” are sometimes collectively referred to
        herein as the “Term”). 

      3. RENTAL:

      (a) Initial
        Rent: On November 1, 2005 and on December 1,
        2005, Lessee shall make a monthly rental payment to Lessor of One Thousand
        Two
        Hundred and 00/100 Dollars ($1,200.00) per month. Commencing on January 1,
        2006,
        Lessee shall pay to Lessor as annual rent for the Premises during the remaining
        portion of the Primary Term of this Lease, the sum of Forty Two Thousand
        and
        00/100 Dollars ($42,000.00) payable in monthly installments of Three Thousand
        Five Hundred and 00/100 Dollars ($3,500.00) per month, in advance, without
        notice, set off or demand on or before the first day of cash calendar
        month.

      (b) Renewal
        Rent: In the event that this Lease is renewed
        pursuant to Section2(b) above, for that period of time beginning as of October
        31, 2010 and ending on December 31, 2010, the monthly rental payment shall
        remain the same as provided for in Section 3(a). Commencing January 1, 2011
        (the
“Rental Adjustment Date”) and continuing thereafter for the remaining portion of
        the Renewal Term, the annual rental payment shall increase by the same
        percentage increase (if any) in the Consumer Price Index (revised) for Urban
        Wage Earners and Clerical Workers in Pittsburgh, Pennsylvania, as published
        by
        the Bureau of Labor Statistics of the U.S. Department of Labor “CPI”, during the
        twelve (12) month period immediately preceding the Rental Adjustment Date.
        The
        annual rental payment for the Renewal Term shall remain fixed for the duration
        of the Renewal Term at the adjusted annual rental payment calculated on the
        Rental Adjustment Date. In no event shall such adjustment be a negative amount.
        The annual rental payment provided in Section 3(a) above shall be the basis
        for
        the adjustment for the annual rental payment due during the Renewal Term
        as
        provided in this Section 3(b).

      4. TAXES:  Lessee
        shall pay its pro rata share of the
        2005 real property taxes for the months of November, 2005 and December, 2005
        in
        the total payment amount of $666.67, which payment shall be due no later
        than
        February 1, 2006. Beginning on January 1, 2006 and continuing thereafter
        for the
        remaining portion of the Primary Term of this Lease, Lessee shall pay as
        its
        portion of all real estates taxes, charges and assessments imposed on the
        Premises a rate of Four Thousand and 00/100 Dollars ($4,000.00) per year,
        which
        payment shall be due no later than the 9th day of September each
        year. Should Lessee elect to renew this Lease, then on January 1, 2011 (the
“Tax
        Adjustment Date”) the annual payment for real estate taxes shall be adjusted to
        $4,000.00 per year plus Lessee’s pro-rated portion of any increase as per each
        tax assessment for the 2011 real property taxes. Commencing on the Tax
        Adjustment Date and continuing thereafter for the duration of the Renewal
        Term,
        Lessee shall make an adjusted annual payment for real estate taxes to the
        Lessor
        at a fixed rate equal to the adjusted annual tax payment calculated on the
        Tax
        Adjustment Date described above, which adjusted annual tax payment shall
        be due
        no later than the 9th day of September each year. 

      5. INSPECTION:  The
        Lessee acknowledges that it has
        thoroughly inspected the Premises and acknowledges that the Premises is in
        good
        repair and habitable for the intended use set forth in Section 6 of this
        Lease.
        The Lessee hereby accepts the Premises in an “as is” condition in each and every
        respect. Lessor or its authorized representative may enter the Premises at
        any
        reasonable time with the consent of the Lessee in order to inspect the Premises
        and for such other reasonable purposes.

      6. USE
        OF THE PREMISES:  The Premises shall be used
        and occupied as a facility providing retail services for commercial printing,
        office design and office furniture.

      Lessee
        shall not use the Premises:

      (a) for
        any disorderly, illegal or immoral purposes, or violate
        any law, ordinance or regulation;

      (b) commit
        any waste therein;

      (c) permit
        any nuisance in or about the Premises;

      (d) use
        the Premises for any extra hazardous purposes;

      (e) violate,
        suspend or void any policy or policies of fire,
        casualty or liability insurance on the Premises;

      (f) the
        Lessee agrees to never weld on the Premises during the
        Term of the Lease.

      If
        Lessee shall commit any such act, it shall be considered an Event
        of Default under this Lease.

      7. CONSTRUCTION;
        ALTERATIONS TO PREMISES: 

      (a) Construction:
        Lessee and Lessor agree that Lessor
        will perform the construction (the “Work”) in accordance with the plans and
        specifications attached hereto as Exhibit “B”. Lessee shall make a payment in
        the total amount of $10,000.00 (“Construction Fee”) to Lessor as compensation
        for the Work, which shall be paid by Lessee as follows:

      
        	 	
                (i)

              	
                $5,000.00
                  of
                  the Construction Fee will be paid to Lessor upon completion of
                  at least
                  50% of the Work, as mutually determined and agreed upon by Lessor
                  and
                  Lessee. 

              


      

      (ii)
        The remaining $5,000.00 of the Construction Fee will be paid to
        Lessor upon completion of 100% of the Work.

       

      (b) Alterations
        to Premises: No alterations, improvements
        or installations shall be made to the Premises without the Lessor’s written
        consent.

      All
        alterations, additions or improvements upon the Premises made by
        either party shall become the property of Lessor and shall remain upon and
        be
        surrendered with Premises a part thereof at the end of the Term aforesaid.
        Any
        damage caused to the Premises by the removal of Lessee’s personal property shall
        be remedied and the Premises shall be returned to its condition as of the
        execution of this Lease, excepting only reasonable wear and tear.

      All
        work performed by the Lessee shall be done only in accordance
        with all applicable federal, state and local safety codes. All such work
        shall
        be done in accordance with no-line contracts, which shall be recorded prior
        to
        the commencement of the work. Placement of lien, (except for work performed
        by
        Lessor pursuant to Section 7(a) above, which shall be Lessor’s sole
        responsibility), will be considered an Event of Default in accordance with
        Section 18.

      8. UTILITIES:  Charges
        for electricity, water, gas and
        other utilities measured by one meter to the building in which the Premises
        are
        located shall be prorated based on the proportion which the square footage
        of
        the Premises bears to the total square footage of such building. In the event
        the Lessor pays such utilities as a consequence of the Lessee failing to
        do so,
        the Lessor shall be entitled to receive reimbursement for any such expenses
        including interest thereon at the highest legally allowable rate.

      9.  REMOVAL:  If
        any time Lessee shall have
        vacated or ceased to occupy the Premises or shall have removed all or
        substantially all of the Lessee’s personal property therefrom without having
        notified the Lessor, the Lessor may enter the Premises and alter, renovate
        and
        or rehabilitate it without diminution or abatement of rent or the payment
        of any
        compensations to Lessee and such action shall have no effect whatsoever upon
        Lessee’s obligation under this Lease. Any personal property of the Lessee
        remaining in the Premises in any such event shall be deemed abandoned by
        Lessee
        and may be retained or disposed of by Lessor in any manner. Abandonment shall
        be
        presumed where Lessee moves out all or substantially all of Lessee’s personal
        property; (a) without Lessor’s consent and (b) where the rent is or becomes
        delinquent.

      10. INSURANCE:  The
        Lessee agrees to and shall secure
        from good responsible company or companies doing insurance business in the
        State
        of West Virginia and maintain during the entire Term of this lease, the
        following insurance coverage:

      (a) 
General
        Liability Insurance including liability coverage in
        the minimum amount of $1,000,000.00 bodily injury and property damage
        combined.

      (b) 
Excess
        Liability Insurance providing umbrella from coverage
        in an amount of not less than $1,000,000.00.

      (c) 
Fire
        Insurance: Lessee shall provide proper certificates of
        insurance at any time upon Lessor’s request. Lessor shall obtain fire insurance
        to provide coverage for loss or damage to the Premises and the building situate
        thereon by fire or other casualty and liability insurance as well. Lessee
        will
        obtain appropriate renter’s insurance to cover the Lessee’s equipment and
        contents situated on the Premises. 

      (d) Proceeds
        from the fire or casualty policy shall be payable
        solely to the Lessor who shall use such proceeds to make repairs in accordance
        with the provisions of Sections 11 & 12 herein. 

      (e) All
        such policies described in Sections 10(a) & 10(b)
        shall identify the Lessor as an additional insured.

      (f) The
        Lessee shall present unto the Lessor a Certificate of
        Insurance certifying to the issuance of the above policies and shall contain
        a
        clause that it may not be cancelled except upon thirty (30) days prior written
        notice to the Lessor.

      11. DESTRUCTION
        OF THE PREMISES: If the building or other
        improvements situate on the Premises should be damaged or destroyed by fire
        or
        other casualty, the Lessee shall give immediate written notice thereof to
        Lessor.

      (a) If
        the building or other improvements situate on the
        Premises should be totally destroyed by fire or other casualty, or if it
        should
        be damaged that rebuilding or repairs cannot reasonably be competed within
        ninety (90) working days from the date of written notification by Lessee
        to
        Lessor of the occurrence of the damage, this Lease shall terminate and rent
        shall be abated for the remaining portion of the Term, effective as of the
        date
        of said written notification.

      (b) If
        the building or other improvements situate on the
        Premises should be damaged by fire or casualty, but not to such extent that
        rebuilding or repairs cannot reasonably be completed within ninety (90) working
        days from the date of written notification by Lessee to Lessor of the occurrence
        of the damage, this Lease shall not terminate but Lessor shall utilize insurance
        proceeds to rebuild or repair such building and other improvements to
        substantially the condition in which they existed prior to such damage, and
        rent
        shall be abated until such time as the building and other improvements are
        restored to substantially the condition in which they existed prior to such
        damage. 

      12. MAINTENANCE
        OF THE PREMISES: Lessee shall at all times
        maintain the Premises in good order and repair at its sole expense. It is
        the
        intention of the parties that the Lessee be solely responsible for maintenance
        of all aspects of the Premises. Lessee agrees to keep the Premises in good
        order
        and repair, reasonable wear and tear and damage by accident, fire, or other
        casualty not resulting from the Lessee’s negligence excepted. Lessee further
        agrees to keep the Premises clean, and to replace all broken or damaged doors,
        glass or windows, plumbing fixtures and pipes, floors, stairways, railings,
        heating and air conditioning equipment, and all other equipment and fixtures
        in
        or on the Premises.

      The
        Lessee agrees to maintain its portion of the roof, walls and
        foundations, of the Premises, free of moisture penetration and to periodically
        paint and maintain the exterior of the Premises in a good and workmanlike
        fashion.

      13.  CONDEMNATION:  If
        during the Term of this
        Lease or any extension or renewal thereof, all of the Premises should be
        taken
        for any public or quasi-public use under any law, ordinance, or regulation,
        or
        by right of eminent domain, or should be sold to the condemning authority
        under
        threat of condemnation, this Lease shall terminate and the rent shall be
        abated
        during the remaining portion of the Term, effective as of the date of the
        taking
        of said Premises by the condemning authority. 

      14. INDEMNIFICATION: The
        Lessee agrees to forever indemnify
        and hold the Lessor harmless from any and all actions, suits, claims or demands
        arising as a consequence of the Lessee’s occupancy and operation upon the
        Premises.

      15. ASSIGNMENT;
        SUBLETTING: Lessee shall not sublet or rent
        the Premises or any part thereof, nor transfer possession or occupancy thereof
        to any person, corporation, partnership or association; nor advertise same
        in
        any newspaper or other place, nor transfer or encumber this Lease without
        the
        prior written consent of Lessor; now shall any assignment hereof be effective
        by
        operation of the law or otherwise without such consent. Any such consent,
        if
        given by Lessor, shall not release Lessee from any of their obligations under
        this Lease nor shall it serve as a wavier of the need for written consent
        in all
        future cases. 

      16. QUIET
        ENJOYMENT: Upon Lessee paying the rent herein
        reserved and observing and performing all the covenants and provisions of
        this
        Lease to be observed and performed by Lessee, Lessor hereby warrants the
        quiet
        enjoyment of Lessee in the Premises; provided, however, that it shall not
        be
        breach of this warranty if Lessee’s use and enjoyment of the Premises is
        disturbed by acts or omissions of other parties having no contractual
        relationship with Lessor.

      17. SUBORDINATION:  This
        Lease and all renewals,
        modifications, replacements and extensions thereof shall be subject and
        subordinate to all present or future mortgages or underlying leases which
        may
        now or hereafter affect the Premises. This clause shall be self-operative
        but in
        any event Lessee shall execute promptly any estoppel certificates or other
        assurances that Lessor may require to furtherance hereof. 

      18. DEFAULT: In
        the event of any non-compliance by Lessee
        with terms and provisions of this Lease (“Event of Default”), Lessor shall,
        provide the Lessee with written notice specifying the Event of Default and
        notify Lessee that this Lease will terminate not less than thirty (30) days
        after the date of such notice if such Event of Default is not remedied as
        hereinafter provided.

      (a) Except
        as otherwise provided, if Lessee corrects the Event
        of Default within said thirty (30) day right to cure period, this Lease and
        all
        rights and obligations of the parties hereunder shall remain in full and
        effect.

      (b) Should
        Lessee fail to correct the Event to Default within
        said thirty (30) day right to cure period then Lessor may terminate this
        Lease
        without notice and Lessor shall have the right to the immediate possession
        of
        the Premises and Lessor shall further have the right to pursue any other
        claim
        or remedy against Lessee as provided for by the West Virginia or Federal
        law.


      (c) If
        such Event of Default by Lessee shall be the nonpayment
        of rent and Lessee shall fail to pay all current and delinquent rentals within
        said thirty (30) day right to cure period, then the total amount of the rent
        for
        the balance of the Term shall, at the sole option of Lessor, become immediately
        due and payable. 

      (d) Should
        Lessee make an assignment or arrangement for the
        benefit of creditors or if a petition in bankruptcy, reorganization of
        insolvency be filed by or against Lessee, or if a receiver or trustee be
        appointed for any of Lessee’s personal property or if an execution by issued
        against and is not dissolved within thirty (30) days thereafter, then such
        act
        by Lessee shall constitute an Event of Default and Lessor shall be entitled
        to
        take any action provided for herein and any action provided for by West Virginia
        or Federal law.

      (e) In
        addition to any other remedy provided for in this Lease,
        should any Event of Default occur, the Lessor shall have the following remedies,
        which shall be cumulative:

      1. Accelerate
        the rent due hereunder as if payable in advance.


      2. Cancel
        and terminate this Lease by written notice to Lessee
        or any person claiming under Lessee who shall thereupon surrender quiet and
        peaceable possession the Premises and all keys and other personal property
        of
        Lessor to Lessor.

      3. With
        or without terminating this Lease, as Lessor may elect,
        Lessor may re-enter and repossess the Premises, or any part thereof, and
        lease
        it to any other person upon such terms as Lessor shall deem reasonable, for
        a
        term within or beyond the Term of this Lease; provided that any such reletting
        prior to termination shall be for the account of Lessee, and Lessee shall
        remain
        liable for (i) all rent, and other sums which would be payable under this
        Lease
        by Lessee in the absence of such expiration, termination or repossession,
        less
        (ii) the net proceeds, if any, of any reletting effected the account of Lessee
        after deducting from such proceeds all of Lessor expenses, reasonable attorney’s
        fees and expenses, employee’s expenses, alteration costs, expenses of
        preparation for such reletting and all costs and expenses, direct or indirect,
        incurred as a result of Lessee’s breach of this Lease. If the Premises are, at
        the time of default, sublet or leased to others, Lessor may, as Lessee’s agent,
        collect rents due from any subtenant or other tenant and apply such rents
        to the
        rent and other amounts due hereunder without in any way affecting Lessee’s
        obligation to Lessor hereunder. Such agency, being given for security, is
        hereby
        declared to be irrevocable. 

      4. Ejection
        of Lessee from Premises

      5. Exercise
        of any other remedy, which may be available at law
        or in equity or under the terms of this Lease. Should an Event of Default
        occur
        or be occurring, Lessor shall be entitled to recover, all costs and expenses,
        including (without limitation) attorney’s fees, incurred by Lessor as a result
        of said Event of Default and/or the institution of legal proceedings as a
        result
        thereof plus additional rent equal to one month’s rent.

      (f) Failure
        by Lessor to exercise any of its rights hereunder
        upon non-performance by the Lessee of any condition, covenant or provision
        herein contained shall not be construed as a wavier thereof, nor shall the
        defective performance or wavier of non-performance of any such condition,
        covenant or provision by Lessor be construed as a wavier of the rights of
        the
        Lessor as to any subsequent defective performance or non-performance
        hereunder.

      19. NOTICES: All
        notices, requests, demands and other
        communications required or permitted under this Lease shall be in writing,
        signed by or on behalf of the party giving such notice, and must be served
        by
        personal service of United States Postal Service Certified Mail addressed
        to the
        other party at the following addresses:

      


      
        	
                LESSOR:  


              	
                Sans,
                  LLC

              
	 	
                951
                  Point Marion Road

              
	 	
                Morgantown,
                  West Virginia 26508

              
	 	 
	
                LESSEE:  


              	
                Champion
                  Industries, Inc.

              
	 	
                d/b/a
                  Chapman Printing Company

              
	 	
                P.O.
                  Box 2968

              
	 	
                2450-90
                  First Avenue

              
	 	
                Huntington,
                  West Virginia 25728

              
	 	 


      

      


       

      The
        address of either party may be changed from
        time to time by such party giving written notice to the other of such new
        address.

      20. ENTIRE
        CONTRACT: This Lease constitutes the entire
        contract between the parties hereto and there are no other understanding’s
        promises, representations or warranties, oral or written, relating to the
        subject matter of this Lease, which shall be deemed to exist or bind any
        of the
        parties hereto, their respective heirs, executors, administrators, successors
        or
        assigns, except as set forth therein. No amendment, change or addition to
        this
        Lease shall be binding upon Lessor or Lessee unless reduced to writing and
        signed by both parties.

      21. RECORDING:
 This
        Lease shall not be recorded.

      22. SEVERABILITY
        CLAUSE:  If any particular term,
        covenant or provision of this Lease shall be determined invalid or
        unenforceable, the same shall not affect the remaining provisions of this
        Lease,
        which shall nevertheless remain in full force and effect.

      IN
        WITNESS WHEREOF, Lessor and Lessee have executed this Lease the
        day and year first above written.

       

      


      
        	
                LESSOR:

              	 	
                SANS,
                  LLC

              
	 	 	
                a
                  West Virginia limited liability company,

              
	 	 	 
	
                ATTEST:

              	 	
                By:
                  ______________________________

              
	
                _________________________

              	 	
                __________________,
                  Managing Member

              
	 	 	 
	
                LESSEE:

              	 	
                CHAMPION
                  INDUSTRIES, INC.,

              
	 	 	
                a
                  West Virginia corporation,

              
	 	 	
                CHAPMAN
                  PRINTING COMPANY, d/b/a 

              
	 	 	
                a
                  West Virginia corporation

              
	 	 	 
	
                ATTEST:

              	 	
                By:______________________________

              
	 _________________________	 	
                ___________________,
                  President

              


      

       

      
        
          
             

            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A

      Description
        of Premises, to-wit

      



      
        
          
             

            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      EXHIBIT
        B

      Plans
        and Specifications