Exhibit 10.2


    EXHIBIT
      10.2

    UNITED
      BANK

    WEST
      VIRGINIA'S BANK

    



    


    


    
      	
               LOAN
                NUMBER 

            	
               LOAN
                NAME

            	
               ACCT.
                NUMBER

            	
               NOTE
                DATE

            	
                INITIALS

            
	
               5112131-0301

            	
              Champion
                Industries, Inc.

            	
               5112131

            	
               03/01/07

            	
                LJP

            
	 	 	 	 	 
	
               NOTE
                AMOUNT

            	
               INDEX
                (w/Margin)

            	
               RATE

            	
                MATURITY
                DATE

            	
               LOAN
                PURPOSE

            
	
               $10,000,000.00


            	
               Wall
                Street Journal Prime 

            	
               8.25%

            	
               03/01/08

            	
               Commercial

            
	 	 	 	 	 
	 	 	
               Creditor
                Use Only 

            	 	 


    

     

    PROMISSORY
      NOTE 

    (Commercial
      - Revolving Drawl)

    RENEWAL
      NOTE 

    


    



    DATE
      AND PARTIES.
      The date
      of this Promissory Note (Note) is March 1, 2007. The parties and their addresses
      are: 

    LENDER:
      

    UNITED
      BANK, INC. 

    555
      C
      Street, P.O. Box 607 Ceredo, West Virginia 25507 Telephone: (304) 453-4400
      

    BORROWER:
      

    CHAMPION
      INDUSTRIES, INC.

    a
      West
      Virginia Corporation 

    P
      O Box
      4040 

    Huntington,
      West Virginia 25729 

    
      	1.  	
              DEFINITIONS.
                As
                used in this Note, the terms have the following meanings:
                

            


    

    A.
      Pronouns. The
      pronouns
      "I,"
      "me," and "my" refer to each Borrower signing this Note, individually arid
      together. "You" and·
      "Your" refer to the Lender. 

    
      	B.  	
              Note.
                Note refers to this document, and any extensions, renewals, modifications
                and substitutions of this Note, 

            


    

    C. loan.
      Loan
      refers to this transaction generally, including obligations and duties arising
      from the terms of
      all
      documents prepared
      or submitted for this transaction such as applications, security agreements,
      disclosures or notes, and this Note. 

    
      	D.  	
              Loan
                Documents.
                Loan Documents refer to all the documents executed as a part of or
                in
                connection with the Loan, 

            


    

    E. Property.
      Property
      is any property, real, personal or intangible, that secures my performance
      of
      the obligations of this Loan. 

    F. Percent.
      Rates
      and rate change limitations are expressed as annualized percentages.


    
      	2.  	
              RENEWAL.
                This Note is a renewal of the following described note:
                

            


    

     

                                                               

    
      	
               Note
                Date 

            	
               Note
                Number
                

            	
               Note
                Amount

            
	
               August
                1, 2003

            	
               #
5112131-0301
                

            	
               $10,000,000.00

            


    


    I
      have
      requested that the note listed in the table above be renewed. The remaining
      balance of the note listed in the table above
      is
      $0.00. 

    3.
      PROMISE TO PAY.
      For
      value received, I promise to pay you or your order, at your address, or at
      such
      other location as you may
      designate, amounts advanced from time to time under the terms of this Note
      up to
      the maximum outstanding principal balance
      of $10,000,000.00 (Principal), plus interest from the date of disbursement,
      on
      the unpaid outstanding Principal balance
      until this Note is paid in full and you have no further obligations to make
      advances to me under the Loan, 

    I
      may
      borrow up to the Principal amount more than one time. 

    
      	4.  	
              ADVANCES.
                Advances under this Note are made according to the following terms
                and
                conditions. 

            


    

    A.
      Requests for Advances. My requests are a warranty that I am in compliance with
      all the Loan Documents, When required by you for a particular method of advance,
      my requests for an advance must specify the requested amount and the date and
      be
      accompanied with any agreements, documents, and instruments that you require
      for
      the Loan. Any payment by you of any check, share draft or other charge may,
      at
      your option, constitute an advance on the Loan to me. All advances will be
      made
      in United States dollars, I will indemnify you and hold you harmless for your
      reliance on any request for advances that you reasonably believe to be genuine.
      To the extent permitted by law, I will indemnify you and hold you harmless
      when
      the person making any request represents that I authorized this person to
      request an advance even when this person is unauthorized or this person's
      signature is not genuine, 

    I
      or
      anyone I authorize to act on my behalf may request advances by the following
      methods. 

    (1)
      I make a
      request in person. 

    (2)
      I make a
      request by phone. 

    (3)
      I make a
      request by mail. 

    (4)
      I make a
      request by fax. 

    B.
      Advance Limitations.
      In
      addition to any other Loan conditions, requests for, and access to, advances
      are
      subject to the following limitations, 

    (1)
      Obligatory Advances. You will make all Loan advances Subject to this Agreement's
      terms and conditions, 

    (2)
      Advance
      Amount. Subject to the terms and conditions contained in this Note, advances
      will be made in exactly the amount I request. 

    (3)
      Cut-Off
      Time. Requests for an advance received before 02:00 PM will be made on any
      day
      that you are open for business,
      on the day for which the advance is requested. 

    (4)
      Disbursement of Advances. On my fulfillment of this Note's terms and conditions,
      you will disburse the advance in any manner as you and I agree, 

    (5)
      Credit
      Limit. I understand that you will not ordinarily grant a request for an advance
      that would cause the unpaid principal
      of my Loan to be greater than the Principal limit. You may, at your option,
      grant such a request without obligating yourselves to do so in the future.
      I
      will pay any over advances in addition to my regularly scheduled payments,
      I
      will repay any over advance by repaying you in full within 10 days after the
      overdraft occurs. 


    (6)
      Records. Your records will be conclusive evidence as to the amount of advances,
      the Loan's unpaid principal balances and the accrued interest, 

    5.
      INTEREST.
      Interest
      will accrue on the unpaid Principal balance of this Note at the rate of
8.25
      percent (Interest Rate)
      until
March
      2,
      2007, after which time it may change as described in the Variable Rate
      subsection. 

    A.
      Post-Maturity Interest. After
      maturity or acceleration, interest will accrue on the unpaid Principal balance
      of this Note at the
      Interest Rate in effect from time to time, until paid in full. 

    B.
      Maximum Interest Amount. Any
      amount assessed or
      collected as
      interest under the terms of this Note will be limited to the maximum lawful
      amount of interest allowed by state or federal
      law, whichever
      is greater. Amounts collected in excess of the maximum lawful amount will be
      applied first to the unpaid Principal balance. Any remainder will be refunded
      to
      me. C. Statutory Authority. The amount assessed or collected on this Note is
      authorized by the West Virginia usury laws under W.
      Va.
      Code §
§
      47A-l-1,
      47-6-1 et. seq., 31A-4-27 to 31A-4-30a and 31C-7-2. 

    
      	D.  	
              Accrual.
                Interest
                accrues using an Actual/360 days counting method. 

            


    

    E.
      Variable Rate. The
      Interest Rate may change during the term of this transaction. 

    (1)
      Index.
      Beginning with the first Change Date, the Interest Rate will be based on the
      following index: the base rate on
      corporate loans posted by at least 75% of the nation's 30 largest banks known
      as
      the Wall Street Journal Prime Rate.
      

    The
      Current Index is the most recent index figure available on each Change Date.
      You
      do not guaranty by selecting this
      Index, or the margin, that the Interest Rate on this Note will be the same
      rate
      you charge on any other loans or class of Ioans you make to me or other
      borrowers. If this Index is no longer available, you will substitute a similar
      index. You will give me notice of your choice. 

    (2)
      Change
      Date. Each date on which the Interest Rate may change is called a Change Date.
      The Interest Rate may change March 2, 2007 and daily thereafter. 

    (3)
      Calculation Of Change. On each Change Date you will calculate the Interest
      Rate,
      which will be the Current Index. The
      result of this calculation will be rounded to the nearest .01 percent. Subject
      to any limitations, this will be the Interest Rate until the next Change Date.
      The new Interest Rate will become effective on each Change Date. The Interest
      Rate and other charges on this Note will never exceed the highest rate or charge
      allowed by law for this Note. 

    (4)
      Effect
      Of Variable Rate. A change in the Interest Rate will have the following effect
      on the payments: The amount of scheduled payments will change. 

    
      	6.  	
              ADDITIONAL
                CHARGES.
                As
                additional consideration, I agree to pay, or have paid, these additional
                fees and charges. 

            


    

    A.
      Nonrefundable Fees and Charges.
      The
      following fees are earned when collected and will not be refunded if I prepay
      this Note before the scheduled maturity date. 

    Loan.
      A(n)
      Loan fee of $250.00 payable from the loan proceeds. 

    7.
      REMEDIAL CHARGES.
      In
      addition to interest or other finance charges, I agree that I will pay these
      additional fees based on my method and pattern of payment. Additional remedial
      charges may be described elsewhere in this Note. 

    A.
      Late Charge.
      If a
      payment is more than 10 days late, I will be charged 2.000
      percent
      of the Amount of Payment or $15.00,
      whichever is greater. However, this charge will not be greater than $100.00.
      I will
      pay this late charge promptly but
      only
      once for each late payment. 

    8.
      PAYMENT. I
      agree
      to pay all accrued interest on the balance outstanding from time to time in
      regular payments beginning April
      1,
      2007, then on the same day of each month thereafter. Any payment scheduled
      for a
      date falling beyond the last day of the month, will be due on the last day.
      A
      final payment of the entire unpaid outstanding balance of Principal and interest
      will be due March 1, 2008. 

    Payments
      will be rounded to the nearest $.01. With the final payment I also agree to
      pay
      any additional fees or charges owing and the amount of any advances you have
      made to others on my behalf. Payments scheduled to be paid on the 29th, 30th
      or
      31st day of a month that contains no such day will, instead, be made on the
      last
      day of such month. 

    Interest
      payments will be applied first to any charges I owe other than late charges,
      then to accrued, but unpaid interest, then to
      late
      charges. Principal payments will be applied first to the outstanding Principal
      balance, then to any late charges. If you and
      I
      agree to a different application of payments, we will describe our agreement
      on
      this Note. The actual amount of my final payment
      will depend on my payment record. 

    9.
      PREPAYMENT.
      I may
      prepay this Loan in full or in part at any time. Any partial prepayment will
      not
      excuse any later scheduled payments until I pay in full. 

    
      	10.  	
              LOAN
                PURPOSE.
                The purpose of this Loan is renewal of line of credit for working
                capital.
                

            


    

    11.
      ADDITIONAL TERMS.
      This
      line of credit must be paid to a zero balance for 30 consecutive days during
      the
      course of a one
      year
      period. 

    
      	12.  	
              DEFAULT.
                I
                will be in default if any of the following occur:
                

            


    

    
      	A.  	
              Payments.
                I
                fail to make a payment in full when due.


            


    

    B.
      Insolvency or Bankruptcy. The
      death, dissolution or insolvency of, appointment of a receiver by or on behalf
      of, application
      of any debtor relief law, the assignment for the benefit of creditors by or
      on
      behalf of, the voluntary or involuntary
      termination of existence by, or the commencement of any proceeding under any
      present or future federal or state insolvency, bankruptcy, reorganization,
      composition or debtor relief law by or against me or any co-signer, endorser,
      surety or guarantor of this Note or any other obligations I have with
      you. 

    C.
      Business Termination. I
      merge,
      dissolve, reorganize, end my business or existence, or a partner or majority
      owner dies or is
      declared legally incompetent. 

    
      	D.  	
              Failure
                to Perform. I
                fail to perform any condition or to keep any promise or covenant
                of this
                Note. 

            


    

    
      	E.  	
              Other
                Documents. A
                default occurs under the terms of any other Loan Document. 

            


    

    
      	F.  	
              Other
                Agreements. I
                am in default on any other debt or agreement I have with you. 

            


    

    G.
      Misrepresentation. I
      make
      any verbal or written statement or provide any financial information that is
      untrue, inaccurate, or conceals a material fact at the time it is made or
      provided. 

    
      	H.  	
              Judgment.
                I
                fail to satisfy or appeal any judgment against me.
                

            


    

    
      	I.  	
              Forfeiture.
                The
                Property is used in a manner or for a purpose that threatens confiscation
                by a legal authority. 

            


    

    
      	J.  	
              Name
                Change. I
                change my name or assume an additional name without notifying you
                before
                making such a change. 

            


    

    
      	K.  	
              Property
                Transfer. I
                transfer all or a substantial part of my money or
                property.

            


    

    L.
      Property Value. You
      determine in good faith that the value of the Property has declined or is
      impaired. 

    M.
      Material Change. Without
      first notifying you, there is a material change in my business, including
      ownership, management, and financial conditions. 

    N.
      Insecurity. You
      determine in good faith that a material adverse change has occurred in my
      financial condition from the conditions set forth in my most recent financial
      statement before the date of this Note or that the prospect for payment or
      performance of the Loan is impaired for any reason.

    13.
      WAIVERS AND CONSENT.
      To the
      extent not prohibited by law, I waive protest, presentment for payment, demand,
      notice of
      acceleration,
      notice of intent to accelerate and notice of dishonor.

    A.
      Additional Waivers By Borrower.
      In
      addition. I, and any party to this Note and loan, to the extent permitted by
      law, consent
      to certain actions you may take, and generally waive defenses that may be
      available based on these actions or based
      on
      the status of a party to this Note. 

    (1)
      You may
      renew or extend payments on this Note, regardless of the number of such renewals
      or extensions. 

    (2)
      You may
      release any Borrower, endorser, guarantor, surety, accommodation maker or any
      other co-signer. (3)
      You may
      release, substitute or impair any Property securing this Note. 

    (4)
      You, or
      any institution participating in this Note, may invoke your right of set-off.
      

    (5)
      You may
      enter into any sales, repurchases or participations of this Note to any person
      in any amounts and I waive notice
      of
      such sales, repurchases or participations. 

    (6)
      I agree
      that any of us signing this Note as a Borrower is authorized to modify the
      terms
      of this Note or any instrument securing, guarantying or relating to this Note.
      

    B.
      No Waiver By Lender.
      Your
      course of dealing, or your forbearance from, or delay in, the exercise of any
      of
      your rights, remedies, privileges or right to insist upon my strict performance
      of any provisions contained in this Note, or any other Loan Document, shall
      not
      be construed as a waiver by you, unless any such waiver is in writing and is
      signed by you. 

    
      	14.  	
              REMEDIES.
                After I default, you may at your option do anyone or more of the
                following. 

            


    

    
      	A.  	
              Acceleration.
                You may make all or any part of the amount owing by the terms of
                this Note
                immediately due. 

            


    

    
      	B.  	
              Sources.
                You may use any and all remedies you have under state or federal
                law or in
                any Loan Document. 

            


    

    C.
      Insurance
      Benefits.
      You may
      make a claim for any and all insurance benefits or refunds that may be available
      on my default. 

    D.
      Payments
      Made On My Behalf.
      Amounts
      advanced on my behalf will be immediately due and may be added to the balance
      owing under the terms of this Note, and accrue interest at the highest
      post-maturity interest rate. 

    
      	E.  	
              Termination.
                You may terminate my right to obtain advances and may refuse to make
                any
                further extensions of credit. 

            


    

    F.
      Set-Off.
      You may
      use the right of set-off. This means you may set-off any amount due and payable
      under the terms of this Note against any right I have to receive money from
      you.


    My
      right
      to receive money from you includes any deposit or share account balance I have
      with you; any money owed to me on an item presented to you or in your possession
      for collection or exchange; and any repurchase agreement or other non-deposit
      obligation. "Any amount due and payable under the terms of this Note" means
      the
      total amount to which you are entitled to demand payment under the terms of
      this
      Note at the time you set-off. 

    Subject
      to any other written contract, if my right to receive money from you is also
      owned by someone who has not agreed to pay this Note, your right of set-off
      will
      apply to my interest in the obligation and to any other amounts I could withdraw
      on my sale request or endorsement. 

    Your
      right of set-off does not apply to an account or other obligation where my
      rights arise only in a representative capacity. It also does not apply to any
      Individual Retirement Account or other tax-deferred retirement account.


    You
      will
      not be liable for the dishonor of any check when the dishonor occurs because
      you
      set-off against any of my accounts. I agree to hold you harmless from any such
      claims arising as a result of your exercise of your right of set-off.


    G.
      Waiver.
      Except
      as otherwise required by law, by choosing anyone or more of these remedies
      you
      do not give up your right to use any other remedy. You do not waive a default
      if
      you choose not to use a remedy. By electing not to use any remedy, you do not
      waive your right to later consider the event a default and to use any remedies
      if the default continues or occurs again. 

    15.
      COLLECTION EXPENSES AND ATTORNEYS' FEES.
      On or
      after Default, to the extent permitted by law, I agree to pay all expenses
      of
      collection, enforcement or protection of your rights and remedies under this
      Note or any other Loan Document. Expenses include, but are not limited to,
      attorneys' fees, court costs and other legal expenses. These expenses are due
      and payable immediately. If not paid immediately, these expenses will bear
      interest from the date of payment until paid in full at the highest interest
      rate in effect as provided for in the terms of this Note. All fees and expenses
      will be secured by the Property I have granted to you, if any. In addition,
      to
      the extent permitted by the United States Bankruptcy Code, I agree to pay the
      reasonable attorneys' fees incurred by you to protect your rights and interests
      in connection with any bankruptcy proceedings initiated by or against me.


    16.
      COMMISSIONS.
      I
      understand and agree that you (or your affiliate) I will earn commissions or
      fees on any insurance products, and may earn such fees on other services that
      I
      buy through you or your affiliate. 

    17.
      WARRANTIES AND REPRESENTATIONS.
      I make
      to you the following warranties and representations which will continue as
      long
      as this Note is in effect: 

    A.
      Power.
      I am
      duly organized, and validly existing and in good standing in all jurisdictions
      in which I operate. I have the power and authority to enter into this
      transaction and to carryon my business or activity as it is now being conducted
      and, as applicable, am qualified to do so in each jurisdiction in which I
      operate. 

    B.
      Authority.
      The
      execution, delivery and performance of this Note and the obligation evidenced
      by
      this Note are within my powers, have been duly authorized, have received all
      necessary governmental approval, will not violate any provision of law, or
      order
      of court or governmental agency, and will not violate any agreement to which
      I
      am a party or to which I am or any of my Property is Subject. 

    C.
      Name and Place of Business.
      Other
      than previously disclosed in writing to you I have not changed my name or
      principal place of business within the last 10 years and have not used any
      other
      trade or fictitious name. Without your prior written consent, I do not and
      will
      not use any other name and will preserve my existing name, trade names and
      franchises. 

    1B.
      APPLICABLE LAW.
      This
      Note is governed by the laws of West Virginia, the United States of America,
      and
      to the extent required, by the laws of the jurisdiction where the Property
      is
      located, except to the extent such state laws are preempted by federal law.
      In
      the event of a dispute, the exclusive forum, venue and place of jurisdiction
      will be in West Virginia, unless otherwise required by law. 

    19.
      JOINT AND INDIVIDUAL LIABILITY AND SUCCESSORS.
      My
      obligation to pay the loan is independent of the obligation of any other person
      who has also agreed to pay it. You may sue me alone, or anyone else who is
      obligated on the Loan, or any number of us together, to collect the loan.
      Extending the loan or new obligations under the loan, will not affect my duty
      under the loan and I will still be obligated to pay the loan. This Note shall
      inure to the benefit of and be enforceable by you and your successors and
      assigns and shall be binding upon and enforceable against me and my personal
      representatives, successors, heirs and assigns, 

    20.
      AMENDMENT, INTEGRATION AND SEVERABILITY.
      This
      Note may not be amended or modified by oral agreement. No amendment or
      modification of this Note is effective unless made in writing and executed
      by
      you and me. This Note and the other Loan Documents are the complete and final
      expression of the agreement. If any provision of this Note is unenforceable,
      then the unenforceable provision will be severed and the remaining provisions
      will still be enforceable. 

    21.
      INTERPRETATION.
      Whenever
      used, the singular includes the plural and the plural includes the singular.
      The
      section headings are for convenience only and are not to be used to interpret
      or
      define the terms of this Note. 

    22.
      NOTICE, FINANCIAL REPORTS AND ADDITIONAL DOCUMENTS.
      Unless
      otherwise required by law, any notice will be given by delivering it or mailing
      it by first class mail to the appropriate party's address listed in the DATE
      AND
      PARTIES section, or to any other address designated in writing. Notice to one
      Borrower will be deemed to be notice to all Borrowers. I will inform you in
      writing of any change in my name, address or other application information.
      I
      will provide you any financial statement
      or information you request. All financial statements and information I give
      you
      will be correct and complete. I agree to sign, deliver, and file any additional
      documents or certifications that you may consider necessary to perfect,
      continue, and preserve my obligations under this Loan and to confirm your lien
      status on any Property. Time is of the essence. 

    23.
      CREDIT INFORMATION.
      I agree
      to supply you with whatever information you reasonably feel you need to decide
      whether to continue this Loan. You will make requests for this information
      without undue frequency, and will give me reasonable time in which to supply
      the
      information. 

    24.
      ERRORS AND OMISSIONS.
      I agree.
      if requested by you, to fully cooperate in the correction, if necessary, in
      the
      reasonable discretion of you of any and all loan closing documents so that
      all
      documents accurately describe the loan between you and me. I agree to assume
      all
      costs including by way of illustration and not limitation, actual expenses,
      legal fees and marketing losses for failing to reasonably comply with your
      requests within thirty (30) days. 

    25.
      SIGNATURES.
      By
      signing under seal, I agree to the terms contained in this Note, I also
      acknowledge receipt of a copy of this Note. 

     

    BORROWER:
      

     

    Champion
      Industries, Inc. 

     

    By:
      /s/Todd R. Fry (Seal)

     

    Todd
      R.
      Fry, Chief Financial Officer

    


    


      LENDER:

    United
      Bank, Inc. 

    


    By:
      /s/ Linda J. Pleasants (Seal)

    


    Linda
      J.
      Pleasants, Vice President