<PAGE>   1
                                 EXHIBIT SECTION
                                 EXHIBIT (10.5)

                                                                    EXHIBIT 10.5

                                 PROMISSORY NOTE

Borrower:  Champion Industries, Inc.     Lender:  Bank One, West Virginia, N.A.
           2450-90 First Avenue                       Huntington
           Huntington, WV 25725-2968                  1000 Fifth Avenue
                                                      Huntington, WV 25701

PRINCIPAL AMOUNT: $618,720.00                         DATE OF NOTE: JUNE 6, 2000

PROMISE TO PAY. For value received, Champion Industries, Inc. ("Borrower")
promises to pay to Bank One, West Virginia, N.A. ("Lender"), or order, in lawful
money of the United States of America, the principal amount of Six Hundred
Eighteen Thousand Seven Hundred Twenty & 00/100 Dollars ($618,720.00), together
with interest on the unpaid principal balance from the date advanced until paid
in full.

PAYMENT. This Note shall be payable as follows: Interest shall be due and
payable monthly as it accrues, commencing on July 6, 2000 and continuing on the
same day of each month thereafter during the term of this Note, and the
principal of this Note shall be due and payable in 47 equal monthly installments
in the amount of $12,890.00 each, commencing on July 6, 2000, and continuing on
the same day of each month thereafter, with one final installment in the amount
of 'the principal balance then outstanding, together with all accrued but unpaid
interest, being due and payable on June 6, 2004. The annual interest rate for
this Note is computed on a 365/360 basis; that is, by applying the ratio of the
annual interest rate over a year of 360 days, multiplied by the outstanding
principal balance, multiplied by the actual number of days the principal balance
is outstanding. Borrower will pay Lender at the address designated by Lender
from time to time in writing. If any payment of principal of or interest on this
Note shall become due on a day which is not a Business Day, such payment shall
be made on the next succeeding Business Day. As used herein, the term "Business
Day" shall mean any day other than a Saturday, Sunday or any other, day on which
national banking associations are authorized to be closed. Unless otherwise
agreed to, in writing, or otherwise required by, applicable law, payments will
be applied first to accrued, unpaid interest, then to principal, and any
remaining amount to any unpaid collection costs, late charges and other charges,
provided, however, upon delinquency or other default, Lender reserves the right
to apply payments among principal, interest, late charges, collection costs and
other charges at its discretion. The books and records of Lender shall be prima
facie evidence of all outstanding principal of and accrued, but unpaid interest
on this Note. If this Note is governed by or is executed in connection with a
loan agreement, this Note is subject to the terms and provisions thereof.

VARIABLE INTEREST RATE. The Interest rate on this Note is subject to fluctuation
based upon the Prime Rate of interest in effect from time to time (the "Index")
(which rate may not be the lowest, best or most favorable rate of interest which
Lender may charge on loans to its customers). "Prime Rate" shall mean the rate
announced from time to time by Lender as its prime rate. Each change in the rate
to be charged on this Note will become effective without notice on the same day
as the Index changes. Except as otherwise provided herein, the unpaid principal
balance of this Note will accrue interest at a rate per annum which will from
time to time be


                               Exhibit (10.5)-p1
<PAGE>   2

                                 EXHIBIT SECTION
                                 EXHIBIT (10.5)


equal to the sum of the Index, plus 0.000%. NOTICE: Under no circumstances will
the interest rate on this Note be more than the maximum rate allowed by
applicable law.

PREPAYMENT. Borrower may pay without fee all or a portion of the principal
amount owed hereunder earlier than it is due. All prepayments shall be applied
to the indebtedness owing hereunder in such order and manner as Lender may from
time to time determine in its sole discretion.

LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged
5.000% of the regularly scheduled payment or $25.00, whichever is greater.

DEFAULT. Borrower will be in default if any of the following happens: (a)
Borrower fails to make any payment of principal or interest when due under this
Note or any other indebtedness owing now or hereafter by Borrower to Lender; (b)
failure of Borrower or any other party to comply with or perform any term,
obligation, covenant or condition contained in this Note or in any other
promissory note, credit agreement, loan agreement, guaranty, security agreement,
mortgage, deed of trust or any other instrument, agreement or document, whether
now or hereafter existing executed in connection with this Note (the Note and
all such other instruments, agreements, and dowments shall be collectively known
herein as the "Related Documents"); (c) Any representation or statement made or
furnished to Lender herein, in any of the Related Documents or in connection
with any of the foregoing is false or misleading in any material respect; (d)
Borrower or any other party liable for the payment of this Note, whether as
maker, endorser, guarantor, surety or other wise,, becomes insolvent or
bankrupt, has a receiver or trustee appointed for any part of its property,
makes an assignment for the benefit of its creditors, or any proceeding is
commenced either by any such party or against it under any bankruptcy or
insolvency laws; (e) the occurrence of any event of default specified in any of
the other Related Documents or in any other agreement now or hereafter arising
between Borrower and Lender; (f) the occurrence of any event which permits the
acceleration of the maturity of any indebtedness owing now or hereafter by
Borrower to any third party; (g), the liquidation, termination, dissolution,
death or legal incapacity of Borrower or any other party liable for the payment
of this Note, whether as maker, endorser, guarantor, surety, or otherwise; or
(h) Lender deems itself insecure by in good faith believing the prospect of
payment or performance hereunder or under any of the Related Documents is
impaired.

LENDER'S RIGHTS. Upon default, Lender may at its option, without further notice
or demand (i) declare the entire unpaid principal balance on this Note, all
accrued unpaid interest and all other costs and expenses of collection for which
Borrower is responsible for under this Note and any other Related Document
immediately. due, (ii) refuse to advance any additional amounts under this Note,
(iii) foreclose all liens securing payment hereof, (iv) pursue any other rights,
remedies and recourses available to the Lender, including without limitation,
any such rights, remedies or recourses under the Related Documents, at law or in
equity, or (v) pursue any combination of the foregoing. Lender may hire an
attorney to help collect this Note if Borrower does not pay and Borrower will
pay Lender's reasonable attorneys' fees and all other costs of collection,
unless prohibited by applicable law. This Note has been delivered to Lender and
accepted by Lender in the State of West Virginia. Subject to the provisions on
arbitration, this Note shall be governed by and construed in accordance with the
laws of the State of West Virginia without regard to any conflict of laws or
provisions thereof. PURPOSE. Borrower agrees that no advances under this Note
shall be for personal, family, or household purposes and that all advances
hereunder shall be used solely for business, commercial or other similar
purposes.

JURY WAIVER. THE BORROWER AND LENDER (BY ITS ACCEPTANCE HEREOF) HEREBY
VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND


                               Exhibit (10.5)-p2
<PAGE>   3

                                 EXHIBIT SECTION
                                 EXHIBIT (10.5)


UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY
DISPUTE (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) BETWEEN OR AMONG THE
BORROWER AND LENDER ARISING OUT OF OR IN ANY WAY RELATED TO THIS NOTE, ANY OTHER
RELATED DOCUMENT, OR ANY RELATIONSHIP BETWEEN LENDER AND BORROWER. THIS
PROVISION IS A MATERIAL INDUCEMENT TO LENDER TO PROVIDE THE FINANCING EVIDENCED
BY THIS NOTE.

DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $15.00 if Borrower
makes a payment on Borrower's loan and the check or preauthorized charge with
which Borrower pays is later dishonored.

RIGHT OF SETOFF. Unless a lien would be prohibited by law or would render a
nontaxable account taxable, Borrower grants to Lender a contractual security
interest in, and hereby assigns, conveys, delivers, pledges, and transfers to
Lender all Borrower's right, title and interest in and to, Borrower's accounts
with Lender (whether checking, savings, or any other account), including without
limitation all accounts held jointly with someone else and all accounts Borrower
may open in the future. Borrower authorizes Lender, to the extent permitted by
applicable law, to charge or setoff all sums owing on this Note against any and
all such accounts.

ARBITRATION. Lender and Borrower agree that upon the written demand of either
party, whether made before or after the institution of any legal proceedings,
but prior to the rendering of any judgment in that proceeding, all disputes,
claims and controversies between them, whether individual, joint, or class in
nature, arising from this Note, any Related Document or otherwise, including
without limitation contract disputes and tort claims, shall be resolved by
binding arbitration pursuant to the Commercial Rules of the American Arbitration
Association ("AAA"). Any arbitration proceeding held pursuant to this
arbitration provision shall be conducted in the city nearest the Borrower's
address having an AAA regional office, or at any other place selected by mutual
agreement of the parties. No act to take or dispose of any collateral shall
constitute a waiver of this arbitration agreement or be prohibited by this
arbitration agreement. This arbitration provision shall not limit the right of
either party during any dispute, claim or controversy to seek, use, and employ
ancillary, or preliminary rights and/or remedies, judicial or otherwise, for the
purposes of realizing upon, preserving, protecting, foreclosing upon or
proceeding under forcible entry and retainer for possession of, any real or
personal property, and any such action shall not be deemed an election of
remedies. Such remedies include, without limitation, obtaining injunctive relief
or a temporary restraining order, invoking a power of sale under any deed of
trust or mortgage, obtaining a writ of attachment or imposition of a
receivership, or exercising any rights relating to personal property, including
exercising the right of set-off, or taking or disposing of such property with or
without judicial process pursuant to the Uniform Commercial Code. Any disputes,
claims, or controversies concerning the lawfulness or reasonableness of an act,
or exercise of any right or remedy, concerning any collateral, including any
claim to rescind, reform, or otherwise modify any agreement relating to the
collateral, shall also be arbitrated; provided, however that no arbitrator shall
have the right or the power to enjoin or restrain any act of either party.
Judgment upon any award rendered by any arbitrator may be entered in any court
having jurisdiction. The statute of limitations, estoppels, waiver, leaches and
similar doctrines which would otherwise be applicable in an action brought by a
party shill be applicable in any arbitration proceeding, and the commencement of
an arbitration proceeding shall be deemed the commencement of any action for
these purposes. The Federal Arbitration Act (Title 9 of the United States Code)
shall apply to the construction, interpretation, and enforcement of this
arbitration provision.


                               Exhibit (10.5)-p3
<PAGE>   4

                                 EXHIBIT SECTION
                                 EXHIBIT (10.5)


ADDITIONAL. PROVISION REGARDING LATE CHARGES. In the "Late Charge" provision set
forth above, the following language is hereby added after the word "greater": "
up to the maximum amount of Two Hundred Fifty Dollars ($250.00) per late
charge".

GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or
remedies under this Note without losing them. Borrower and any other person who
signs, guarantees or endorses this Note, to the extent allowed by law, waive
presentment, demand for payment, protest and notice of dishonor. Upon any change
in the terms of this Note, and unless otherwise expressly stated in writing, no
party who signs this Note, whether as maker, guarantor, accommodation maker or
endorser, shall be released from liability. All such parties agree that Lender
may renew or extend (repeatedly and for any length of time) this Note, or
release any party or guarantor or collateral; or impair, fail to realize upon or
perfect Lender's security interest in the collateral; and take any other action
deemed necessary by Lender without the consent of or notice to anyone. All such
parties also agree that Lender may modify this Note without the consent of or
notice to anyone other than the party with whom the modification is made. If
Borrower is an individual, then the Borrower hereby represents, warrants and
certifies to the Lender that the loan of which this Note is evidence and any
renewals, extensions or modifications thereof is and are incurred primarily for
business purposes, that is such loan is for an activity that is engaged in
primarily for the purpose of generating gross income as that term is defined in
West Virginia Code Section 11-13-1 and the Borrower hereby further certifies,
represents and warrants to the Lender that the loan of which this Note is
evidence is not incurred in connection with any farming or any other
agricultural activity engaged in by producer of agricultural commodities,
livestock or other farm products.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO
THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE.

BORROWER:
Champion Industries, Inc.


                               Exhibit (10.5)-p4
<PAGE>   5

                                 EXHIBIT SECTION
                                 EXHIBIT (10.5)


                          COMMERCIAL SECURITY AGREEMENT

Borrower:  Champion Industries, Inc.     Lender:  Bank One, West Virginia, N.A.
           2450-90 First Avenue                    Huntington
           Huntington, WV 25725-2968               1000 Fifth Avenue
                                                   Huntington, WV 25701

THIS COMMERCIAL SECURITY AGREEMENT is entered into by Champion Industries, Inc.
(referred to below as "Grantor") for the benefit of Bank One, West Virginia,
N.A. (referred to below as "Lender"). For valuable consideration, Grantor grants
to Lender a security interest in the Collateral to secure the Indebtedness and
agrees .that Lender shall have the rights stated in this Agreement with respect
to the Collateral, in addition to all other rights which Lender may have by law.

DEFINITIONS. The following words shall have the following meanings when used in
this Agreement. Terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in the Uniform Commercial Code as adopted in
the State of West Virginia ("Code"1. All references to dollar amounts shall mean
amounts in lawful money of the United States of America.

        Agreement. The word "Agreement" means this Commercial Security
        Agreement, as this Commercial Security Agreement may be amended or
        modified from time to time, together with all exhibits and schedules
        attached to this Commercial Security Agreement from time to time.
        Collateral. The word "Collateral" means the following described property
        of Grantor, whether now owned or hereafter acquired, whether now
        existing or hereafter arising, and wherever located:

                See Exhibit "A" attached hereto and made a part hereof for all
                purposes intended.

        In addition, the word "Collateral" includes all the following, whether
        now owned or hereafter acquired, whether now existing or hereafter
        arising, and wherever located:

                (a) All attachments, accessions, accessories, tools, parts,
                supplies, increases, and additions to and all replacements of
                and substitutions for any property described in this Collateral
                section.

                (b) All products and produce of any of the property described in
                this Collateral section.

                (c) All proceeds (including, without limitation, insurance
                proceeds) from the sale, lease, destruction, loss, or other
                disposition of any of the property described in this Collateral
                section.

                (d) All records and data relating to any of the property
                described in this Collateral section, whether in the form of a
                writing, photograph, microfilm, microfiche, or electronic media,
                together with all of Grantor's right, title, and interest in and
                to all computer software required to utilize, create, maintain,
                and process any such records or data on electronic media.

        Event of Default. The words "Event of Default" mean and include any of
        the Events of Default set forth below in the section titled "Events of
        Default."

        Grantor. The word "Grantor" means Champion Industries, Inc., its
        successors and assigns (which is a debtor under the Code)

        Guarantor. The word "Guarantor" means and includes without limitation,
        each and all of the guarantors, sureties, and accommodation parties in
        connection with the Indebtedness.

        Indebtedness. The word "Indebtedness" means the indebtedness evidenced
        by the Note, including all principal and accrued interest thereon,
        together with all other liabilities, costs and


                               Exhibit (10.5)-p5
<PAGE>   6

                                 EXHIBIT SECTION
                                 EXHIBIT (10.5)


        expenses for which Grantor is responsible under this Agreement or under
        any of the Related Documents. In addition, the word "Indebtedness"
        includes all other obligations, debts and liabilities, plus any accrued
        interest thereon, owing by Grantor, or any one or more of them, to
        Lender of any kind or character, now existing or hereafter arising, as
        well as all present and future claims by Lender against Grantor, or any
        one or more of them, and all renewals, extensions, modifications,
        substitutions and rearrangements of any of the foregoing; whether such
        Indebtedness arises by note, draft, acceptance, guaranty, endorsement,
        letter of credit, assignment, overdraft, indemnity agreement or
        otherwise; whether such Indebtedness is voluntary or involuntary, due or
        not due, direct or indirect, absolute or contingent, liquidated or
        unliquidated; whether Grantor may be liable individually or jointly with
        others; whether Grantor may be liable primarily or secondarily or as
        debtor, maker, co maker, drawer, endorser, guarantor, surety,
        accommodation party or otherwise.

        Lender. The word "Lender" means Bank One, West Virginia, N.A., its
        successors and assigns (which is a secured party under the Code).

        Note. The word "Note" means the promissory note dated June 6, 2000, in
        the principal amount of $618,720.00 from Champion Industries, Inc. to
        Lender, together with all renewals of, extensions of, modifications of,
        refinancing of, consolidations of and substitutions for such promissory
        note.

        Related Documents. The words "Related Documents" mean and include
        without limitation the Note and all credit agreements, loan agreements,
        environmental agreements, guaranties, security agreements, mortgages,
        deeds of trust, and all other instruments, agreements and documents,
        whether now or hereafter existing, executed in connection with the Note.

OBLIGATIONS OF GRANTOR. Grantor represents, warrants and covenants to Lender as
follows:

        Perfection of Security Interest. Grantor agrees to execute such
        financing statements and to take whatever other actions are requested by
        Lender to perfect and continue Lender's security interest in the
        Collateral. Upon request of Lender, Grantor will deliver to Lender any
        and all of the documents evidencing or constituting the Collateral, and
        Grantor will note Lender's interest upon any and all chattel paper if
        not delivered to Lender for possession by Lender. Grantor hereby
        irrevocably appoints Lender as its attorney-in-fact for the purpose of
        executing any documents necessary to perfect or to continue the security
        interest granted in this Agreement. Lender may at any time, and without
        further authorization from Grantor, file a carbon, photographic or other
        reproduction of any financing statement or of this Agreement for use as
        a financing statement. Grantor will reimburse Lender for all expenses
        for the perfection and the continuation of the perfection of Lender's
        security interest in the Collateral. Grantor has disclosed to Lender all
        trade names and assumed names currently used by Grantor, all trade names
        and assumed names used by Grantor within the previous six (6) years and
        all of Grantor's current business locations. Grantor will notify Lender
        in writing at least thirty (30) days prior to the occurrence of any of
        the following: (i) any changes in Grantor's name, trade name(s) or
        assumed names, or (ii) any change in Grantor's business locations or the
        location of any of the Collateral.

        No Violation. The execution and delivery of this Agreement will not
        violate any law or agreement, governing Grantor or to which Grantor is a
        party, and its certificate or articles of incorporation and bylaws do
        not prohibit any term or condition of this Agreement.

        Enforceability of Collateral. To the extent the Collateral consists of
        accounts, chattel paper, or general intangibles, the Collateral is
        enforceable in accordance with its terms, is genuine, and complies with
        applicable laws concerning form, content and manner of preparation and


                               Exhibit (10.5)-p6
<PAGE>   7

                                 EXHIBIT SECTION
                                 EXHIBIT (10.5)


        execution, and all persons appearing to be obligated on the Collateral
        have authority and capacity to contract and are in fact obligated as
        they appear to be on the Collateral.

        Location of the Collateral. Grantor, upon request of Lender, will
        deliver to Lender in form satisfactory to Lender a schedule of real
        properties and Collateral locations relating to Grantor's operations,
        including without limitation the following: (a) all real property owned
        or being purchased by Grantor; (b) all real property being rented or
        leased by Grantor; (c) all storage facilities owned, rented, leased, or
        being used by Grantor; and (d) all other properties where Collateral is
        or may be located. Except in the ordinary course of its business,
        Grantor shall not remove the Collateral from its existing locations
        without the prior written consent of Lender.

        Removal of Collateral. Grantor shall keep the Collateral (or to the
        extent the Collateral consists of intangible property such as accounts,
        the records concerning the Collateral) at Grantor's address shown above,
        or at such other locations as are acceptable to Lender. Except in the
        ordinary course of its business, including the sales of inventory,
        Grantor shall not remove the Collateral from its existing locations
        without the prior written consent of Lender. To the extent that the
        Collateral consists of vehicles, or other titled property, Grantor shall
        not take or permit any action which would require application for
        certificates of title for the vehicles outside the State of West
        Virginia, without the prior written consent of Lender.

        Transactions Involving Collateral. Except for inventory sold or accounts
        collected in the ordinary course of Grantor's business, Grantor shall
        not sell, offer to sell, or otherwise transfer or dispose of the
        Collateral. While Grantor is not in default under this Agreement,
        Grantor may sell inventory,' but only in the ordinary course of its
        business and only to buyers who qualify as a buyer in the ordinary
        course of business. A sale in the ordinary course of Grantor's business
        does not include a transfer in partial or total satisfaction of a debt
        or any bulk sale. Grantor shall not pledge, mortgage, encumber or
        otherwise permit the Collateral to be subject to any lien, security
        interest, encumbrance, or charge, other than the security interest
        provided for in this Agreement, without the prior written consent of
        Lender. This includes security interests even if junior in right to the
        security interests granted under this Agreement. Unless waived by
        Lender, all proceeds from any disposition of the Collateral (for
        whatever reason) shall be held in trust for Lender and shall not be
        commingled with any other funds; provided however, this requirement
        shall not constitute consent by Lender to any sale or other disposition.
        Upon receipt, Grantor shall immediately deliver any such proceeds to
        Lender.

        TITLE. Grantor represents and warrants to Lender that it is the owner of
        the Collateral and holds good and marketable title to the Collateral,
        free and clear of all liens, security interest and encumbrances except
        for the security interest created by this agreement. No financing
        statement covering any of the Collateral is on file in any public office
        other than those which reflect the security interest created by this
        Agreement or to which Lender has specifically consented in writing.
        Grantor shall defend Lender's rights in the Collateral against the
        claims and demands of all other persons.

        COLLATERAL SCHEDULES AND LOCATIONS. Insofar as the Collateral consists
        of inventory, Grantor shall deliver to Lender, as often as Lender shall
        require, such lists, descriptions, and designations of such Collateral
        as Lender may require to identify the nature, extent, and location of
        such Collateral. Such information shall be submitted for Grantor and
        each of its subsidiaries or related companies.

        MAINTENANCE AND INSPECTION OF COLLATERAL. Grantor shall maintain all
        tangible Collateral in good condition and repair. Grantor will not
        commit or permit damage to or destruction of the Collateral or any part
        of the Collateral. Lender and its designated representatives and agents


                               Exhibit (10.5)-p7
<PAGE>   8

                                 EXHIBIT SECTION
                                 EXHIBIT (10.5)


        shall have the right at all reasonable times to examine, inspect, and
        audit the Collateral wherever located. Grantor shall immediately notify
        Lender of all cases involving the return, rejection, repossession, loss
        or damage of or to any Collateral; of any request for credit or
        adjustment or of any other dispute arising with respect to the
        Collateral; and generally of all happenings and events affecting the
        Collateral or the value or the amount of the Collateral.

        TAXES, ASSESSMENTS AND LIENS. Grantor will pay when due all taxes,
        assessments and governmental charges or levies upon the Collateral and
        provide Lender evidence of such payment upon its request. Grantor may
        withhold any such payment or may elect to contest any lien if Grantor is
        in good faith conducting an appropriate proceeding to contest the
        obligation to pay and so long as Lender's interest in the Collateral is
        not jeopardized in Lender's sole opinion. If the Collateral is subjected
        to a lien (other than a lien for taxes not due) which is not discharged
        within fifteen (15) days, Grantor shall deposit with Lender cash, a
        sufficient corporate surety bond or other security satisfactory to
        Lender in an amount adequate to provide for the discharge of the lien
        plus any interest, costs, attorneys' fees or other charges that could
        accrue as a result of foreclosure or sale of the Collateral. In any
        contest Grantor shall defend itself and Lender and shall satisfy any
        final adverse judgment before enforcement against the Collateral.
        Grantor shall name Lender as an additional obliges under any surety bond
        furnished in the contest proceedings.

        COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS. Grantor is conducting and
        will continue to conduct Grantor's businesses in material compliance
        with all federal, state and local laws, statutes, ordinances, rules,
        regulations, orders, determinations and court decisions applicable to
        Grantor's businesses and to the production, disposition or use of the
        Collateral, including without limitation, those pertaining to health and
        environmental matters such as the Comprehensive Environmental Response,
        Compensation, and Liability Act of 1980, as amended by the Superfund
        Amendments and Reauthorization Act of 1986 (collectively, together with
        any subsequent amendments, hereinafter called "CERCLA"), the Resource
        Conservation and Recovery Act of 1976, as amended by the Used Oil
        Recycling Act of 1980, the Solid Waste Disposal Act Amendments of 1980,
        and the Hazardous Substance Waste Amendments of 1984 (collectively,
        together with any subsequent amendments, hereinafter called "RCRA").
        Grantor represents and warrants that li) none of the operations of
        Grantor is the subject of a federal, state or local investigation
        evaluating whether any material remedial action is needed to respond to
        a release or disposal of any toxic or hazardous substance or solid waste
        into the environment; (ii) Grantor has not filed any notice under any
        federal, state or local law indicating that Grantor is responsible for
        the release into the environment, the disposal on any premises in which
        Grantor is conducting its businesses or the improper storage, of any
        material amount of any toxic or hazardous substance or solid waste or
        that any such toxic or hazardous substance or solid waste has been
        released, disposed of or is improperly stored, upon any premises on
        which Grantor is conducting its businesses; and (tip Grantor otherwise
        does not have any known material contingent liability in connection with
        the release into the environment, disposal or the improper storage, of
        any such toxic or hazardous substance or solid waste. The terms
        "hazardous substance" and "release", as used herein, shall have the
        meanings specified in CERCLA, and the terms "solid waste" and
        "disposal", as used herein, shall have the meanings specified in RCRA;
        provided, however, that to the extent that the laws of the State of West
        Virginia establish meanings for such terms which are broader than that
        specified in either CERCLA or RCRA, such broader meanings shall apply.
        The representations and warranties contained herein are based on
        Grantor's due diligence in investigating the Collateral for hazardous
        wastes and substances. Grantor hereby


                               Exhibit (10.5)-p8
<PAGE>   9

                                 EXHIBIT SECTION
                                 EXHIBIT (10.5)


        (a) releases and waives any future claims against Lender for indemnity
        or contribution in the event Grantor becomes liable for cleanup or other
        costs under any such laws, and (b) agrees to indemnify and hold harmless
        Lender against any and all claims and losses resulting from a breach of
        this provision of this Agreement. This obligation to indemnify shall
        survive the payment of the Indebtedness and the termination of this
        Agreement.

        MAINTENANCE OF CASUALTY INSURANCE. Grantor shall procure and maintain
        all risk insurance, including without limitation fire, theft and
        liability coverage together with such other insurance as Lender may
        require with respect to the Collateral, in form, amounts, coverages and
        basis reasonably acceptable to Lender and issued by a company or
        companies reasonably acceptable to Lender. Grantor, upon request of
        Lender, will deliver to Lender from time to time the policies or
        certificates of insurance in form satisfactory to Lender, including
        stipulations that overages will not be cancelled or diminished without
        at least thirty (30) days' prior written notice to Lender and not
        including any disclaimer of the insurer's liability for failure to give
        such a notice. Each insurance policy also shall include an endorsement
        providing that coverage in favor of Lender will not be impaired in any
        way by any act, omission or default of Grantor or any other person. In
        connection with all policies covering assets in which Lender holds or is
        offered a security interest, Grantor will provide Lender with such loss
        payable or other endorsements as Lender may require. If Grantor at any
        time fails to obtain or maintain any insurance as required under this
        Agreement, Lender may (but shall not be obligated to) obtain such
        insurance as Lender deems appropriate, including if it so chooses
        "single interest insurance," which will cover only Lender's interest in
        the Collateral.

        APPLICATION OF INSURANCE PROCEEDS. Grantor shall promptly notify Lender
        of any loss or damage to the Collateral. Lender may make proof of loss
        if Grantor fails to do so within fifteen (15) days of the casualty. All
        proceeds of any insurance on the Collateral, including accrued proceeds
        thereon, shall be held by Lender as part of the Collateral. If Lender
        consents to repair or replacement of the damaged or destroyed
        Collateral, Lender shall, upon satisfactory proof of expenditure, pay or
        reimburse Grantor from the proceeds for the reasonable cost of repair or
        restoration. If Lender does not consent to repair or replacement of the
        Collateral, Lender shall retain a sufficient amount of the proceeds to
        pay all of the Indebtedness, and shall pay the balance to Grantor. Any
        proceeds which have not been disbursed within six (6) months after their
        receipt and which Grantor has not committed to the repair or restoration
        of the Collateral shall be used to prepay the Indebtedness. Application
        of insurance proceeds to the payment of the Indebtedness will not
        extend, postpone or waive any payments otherwise due, or change the
        amount of such payments to be made and proceeds may be applied in such
        order and such amounts as Lender may elect.

        SOLVENCY OF GRANTOR. As of the date hereof, and after giving effect to
        this Agreement and the completion of all other transactions contemplated
        by Grantor at the time of the execution of this Agreement, (i) Grantor
        is and will be solvent, (ii) the fair salable value of Grantor's assets
        exceeds and will continue to exceed Grantor's liabilities (both fixed
        and contingent), (iii) Grantor is paying and will continue to be able to
        pay its debts as they mature, and (iv) if Grantor is not an individual,
        Grantor has and will have sufficient capital to carry on Grantor's
        businesses and all businesses in which Grantor is about to engage.

        LIEN NOT RELEASED. The lien, security interest and other security rights
        of Lender hereunder shall not be impaired by any indulgence, moratorium
        or release granted by Lender, including but not limited to, the
        following: (a) any renewal, extension, increase or modification of any
        of the Indebtedness; (b) any surrender, compromise, release, renewal,
        extension, exchange or


                               Exhibit (10.5)-p9
<PAGE>   10

                                 EXHIBIT SECTION
                                 EXHIBIT (10.5)


        substitution granted in respect of any of the Collateral; (c) any
        release or indulgence granted to any endorser, guarantor or surety of
        any of the Indebtedness; (d) any release any part of the Collateral or
        of any other collateral for any of the Indebtedness: (e) any acquisition
        of any additional collateral for any of the Indebtedness; and (f) any
        waiver or failure to exercise any right, power or remedy granted herein,
        by law or in any of the Related Documents.

        REQUEST FOR ENVIRONMENTAL INSPECTIONS. Upon Lender's reasonable request
        from time to time, Grantor will obtain at Grantor's expense an
        inspection or audit reportls) addressed to Lender of Grantor's
        operations from an engineering or consulting firm approved by Lender,
        indicating the presence or absence of toxic and hazardous substances,
        underground storage tanks and solid waste on any premises in which
        Grantor is conducting a business; provided, however, Grantor will be
        obligated to pay for the cost of any such inspection or audit no more
        than one time in any twelve (12) month period unless Lender has reason
        to believe that toxic or hazardous substance or solid wastes have been
        dumped or released on any such premises. If Grantor fails to order or
        obtain an inspection or audit within ten (10) days after Lender's
        request, Lender may at its option order such inspection or audit, and
        Grantor grants to Lender and its agents, employees, contractors and
        consultants access to the premises in which it is conducting its
        business and a license (which is coupled with an interest and is
        irrevocable) to obtain inspections and audits. Grantor agrees to
        promptly provide Lender with a copy of the results of any such
        inspection or audit received by Grantor. The cost of such inspections
        and audits by Lender shall be a part of the Indebtedness, secured by the
        Collateral and payable by Grantor on demand.

        Landlord's Waivers. Grantor agrees that upon the request of Lender,
        Grantor shall cause each landlord of real property leased by Grantor at
        which any of the Collateral is located from time to time to execute and
        deliver agreements satisfactory in form and substance to Lender by which
        such landlord waives or subordinates any rights it may have in the
        Collateral.

GRANTOR'S RIGHT TO POSSESSION. Until default, Grantor may have possession of the
tangible personal property and beneficial use of all the Collateral and may use
it in any lawful manner not inconsistent with this Agreement or the Related
Documents, provided that Grantor's right to possession and beneficial use shall
not apply to any Collateral where possession of the Collateral by Lender is
required by law to perfect Lender's security interest in such Collateral. If
Lender at any time has possession of any Collateral, whether before or after an
Event of Default, Lender shall be deemed to have exercised reasonable care in
the custody and preservation of the Collateral if Lender takes such action for
that purpose as Grantor shall request or as Lender, in Lender's sole discretion,
shall deem appropriate under the circumstances, but failure to honor any request
by Grantor shall not of itself be deemed to be a failure to exercise reasonable
care. Lender shall not be required to take any steps necessary to preserve any
rights in the Collateral against prior parties, nor to protect, preserve or
maintain any security interest given to secure the Indebtedness.

EXPENDITURES BY LENDER. If not discharged or paid when due, Lender may (but
shall not be obligated to) discharge or pay any amounts required to be
discharged or paid by Grantor under this Agreement, including without
limitation all taxes, liens, security interests, encumbrances, and other
claims, at any time levied or placed on the Collateral. Lender also may (but
shall not be obligated to) pay all costs for insuring, maintaining and
preserving the Collateral. All such expenditures incurred or paid by Lender for
such purposes will then bear interest at the rate charged under the Note from
the date incurred or paid by Lender to the date of repayment by Grantor. All
such expenses shall become a part of the Indebtedness and be payable on demand
by


                               Exhibit (10.5)-p10
<PAGE>   11

                                 EXHIBIT SECTION
                                 EXHIBIT (10.5)


Lender. Such right shall be in addition to all other rights and remedies to
which Lender may be entitled upon the occurrence of an Event of Default.

EVENTS OF DEFAULT. Each of the following shall constitute an Event of Default
under this Agreement:

        DEFAULT ON INDEBTEDNESS. Failure of Grantor to make any payment when due
        on the Indebtedness.

        OTHER DEFAULTS. Failure of Grantor to comply with or to perform any
        other term, obligation, covenant or condition contained in this
        Agreement, the Note, any of the other Related Documents or in any other
        agreement now existing or hereafter arising between Lender and Grantor.

        False STATEMENTS. Any warranty, representation or statement made or
        furnished to Lender under this Agreement, the Note or any of the other
        Related Documents is false or misleading in any material respect.

        DEFAULT TO THIRD PARTY. The occurrence of any event which permits the
        acceleration of the maturity of any indebtedness owing by Grantor or any
        Guarantor to any third party under any agreement or undertaking.

        Bankruptcy or Insolvency. If the Grantor or any Guarantor: (i) becomes
        insolvent, or makes a transfer in fraud of creditors, or makes an
        assignment for the benefit of creditors, or admits in writing its
        inability to pay its debts as they become due; (ii) generally is not
        paying its debts as such debts become due; (iii) has a receiver, trustee
        or custodian appointed for, or take possession of, all or substantially
        all of the assets of such party or any of the Collateral, either in a
        proceeding brought by such party or in a proceeding brought against such
        party and such appointment is not discharged or such possession is not
        terminated within sixty (60) days after the effective date thereof or
        such party consents to or acquiesces in such appointment or possession;
        (iv) files a petition for relief under the United States Bankruptcy Code
        or any other present or future federal or state insolvency, bankruptcy
        or similar laws (all of the foregoing hereinafter collectively called
        "Applicable Bankruptcy Law") or an involuntary petition for relief is
        filed against such party under any Applicable Bankruptcy Law and such
        involuntary petition is not dismissed within sixty (60) days after the
        filing thereof, or an order for relief naming such party is entered
        under any Applicable Bankruptcy Law, or any composition, rearrangement,
        extension, reorganization or other relief of debtors now or hereafter
        existing is requested or consented to by such party; (v) fails to have
        discharged within a period of sixty (60) days any attachment,
        sequestration or similar writ levied upon any property of such party; or
        (vi) fails to pay within thirty (301 days any final money judgment
        against such party.

LIQUIDATION, DEATH AND RELATED EVENTS. If Grantor or any Guarantor is an entity,
the liquidation, dissolution, or, if any of such parties is an individual, the
death or legal incapacity of any such individual.

        CREDITOR OR FORFEITURE PROCEEDINGS. Commencement of foreclosure or
        forfeiture proceedings, whether by judicial proceeding, self-help,
        repossession or any other method, by any creditor of Grantor or by any
        governmental agency against the Collateral or any other collateral
        securing the Indebtedness.

        INSECURITY. Lender deems itself insecure by in good faith believing the
        prospect of payment or performance hereunder or under any of the Related
        Documents is impaired.

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this
Agreement, at any time thereafter, Lender shall have all the rights of a secured
party under the


                               Exhibit (10.5)-p11
<PAGE>   12

                                 EXHIBIT SECTION
                                 EXHIBIT (10.5)


Code. In addition and without limitation, Lender may exercise any one or more of
the following rights and remedies:

        Accelerate Indebtedness. Lender may declare the entire Indebtedness,
        including any prepayment penalty which Grantor would be required to pay,
        immediately due and payable, without notice.


        Assemble Collateral. Lender may require Grantor to deliver to Lender all
        or any portion of the Collateral and any and all certificates of title
        and other documents relating to the Collateral. Lender may require
        Grantor to assemble the Collateral and make it available to Lender at a
        place to be designated by Lender. Lender also shall have full power to
        enter upon the property of Grantor to take possession of and remove the
        Collateral. If the Collateral contains other goods not covered by this
        Agreement at the time of repossession, Grantor agrees Lender may take
        such other goods, provided that Lender makes reasonable efforts to
        return them to Grantor after repossession.

        SELL THE COLLATERAL. Lender shall have full power publicly or privately
        to sell, lease, transfer, or otherwise dispose of the Collateral or the
        proceeds thereof in its own name or that of Grantor. Lender may sell the
        Collateral (as a unit or in parcels) at public auction or private sale.
        Lender may buy the Collateral, or any portion thereof, (i) at any public
        sale, and (ii) at any private sale if the Collateral is of a type
        customarily sold in a recognized market or is of a type which is the
        subject of widely distributed standard price quotations. Lender shat)
        not be obligated to make any sale of Collateral regardless of a notice
        of sale having been given. Lender may adjourn any public or private sale
        from time to time by announcement at the time and place fixed therefore,
        and such sale may, without further notice, be made at the time and place
        to which it was so adjourned. Unless the Collateral is perishable or
        threatens to decline speedily in value or is of a type customarily sold
        on a recognized market, Lender will give Grantor reasonable notice of
        the time and place of any public sale thereof or of the time after which
        any private sale or any other intended disposition of the Collateral is
        to be made. The requirements of reasonable notice shall be met if such
        notice is given at least ten (10) days prior to the date any public
        sale, or after which a private sale, of any of such Collateral is to be
        held. All expenses relating to the disposition of the Collateral,
        including without limitation the expenses of retaking, holding,
        insuring, preparing for sale and selling the Collateral, shall become a
        part of the Indebtedness secured by this Agreement and shall be payable
        on demand, with interest at the Note rate from date of expenditure until
        repaid.

        APPOINT RECEIVER. To the extent permitted by applicable law, Lender
        shall have the following rights and remedies regarding the appointment
        of a receiver: (a) Lender may have a receiver appointed as a matter of
        right, (b) the receiver may be an employee of Lender and may serve
        without bond, and (c) all fees of the receiver and his or her attorney
        shall become part of the Indebtedness secured by this Agreement and
        shall be payable on demand, with interest at the Note rate from date of
        expenditure until repaid.

        COLLECT REVENUES, APPLY ACCOUNTS. Lender, either itself or through a
        receiver, may collect the payments, rents, income, and revenues from the
        Collateral. Lender may transfer any Collateral into its own name or that
        of its nominee and receive the payments, rents, income, and revenues
        there from and hold the same as security for the Indebtedness or apply
        it to payment of the Indebtedness in such order of preference as Lender
        may determine. Insofar as the Collateral consists of accounts, general
        intangibles, insurance policies, instruments, chattel paper, chooses in
        action, or similar property, Lender may demand, collect, receipt for,
        settle, compromise, adjust, sue for, foreclose, or realize on the
        Collateral as Lender may


                               Exhibit (10.5)-p12
<PAGE>   13

                                 EXHIBIT SECTION
                                 EXHIBIT (10.5)


        determine. For these purposes, Lender may, on behalf of and in the name
        of Grantor, receive, open and dispose of mail addressed to Grantor;
        change any address to which mail and payments are to be sent; and
        endorse notes, checks, drafts, money orders, documents of title,
        instruments and items pertaining to payment, shipment, or storage of any
        Collateral. To facilitate collection, Lender may notify account debtors
        and obligors on any Collateral to make payments directly to Lender.

        OBTAIN DEFICIENCY. If Lender chooses to sell any or all of the
        Collateral, Lender may obtain a judgment against Grantor for any
        deficiency remaining on the Indebtedness due to Lender after application
        of all amounts received from the exercise of the rights provided in this
        Agreement. Grantor shall be liable for a deficiency even if the
        transaction described in this subsection is a sale of accounts or
        chattel paper.

        OTHER RIGHTS AND REMEDIES. Lender shall have all the rights and remedies
        of a secured creditor under the provisions of the Code, as may be
        amended from time to time. In addition, Lender shall have and may
        exercise any or all other rights and remedies it may have available at
        law, in equity, or otherwise. Grantor waives any right to require Lender
        to proceed against any third party, exhaust any other security for the
        Indebtedness or pursue any other right or remedy available to Lender.

        CUMULATIVE REMEDIES. All of Lender's rights and remedies, whether
        evidenced by this Agreement or the Related Documents or by any other
        writing, shall be cumulative and may be exercised singularly or
        concurrently. Election by Lender to pursue any remedy shall not exclude
        pursuit of any other remedy, and an election to make expenditures or to
        take action to perform an obligation of Grantor under this Agreement,
        after Grantor's failure to perform, shall not affect Lender's right to
        declare a default and to exercise its remedies.

MISCELLANEOUS PROVISIONS.

        AMENDMENTS. This Agreement, together with any Related Documents,
        constitutes the entire understanding and agreement of the parties as to
        the matters set forth in this Agreement and supersedes all prior written
        and oral agreements and understandings, if any, regarding same. No
        alteration of or amendment to this Agreement shall be effective unless
        given in writing and signed by the party or parties sought to be charged
        or bound by the alteration or amendment.

        APPLICABLE LAW. This Agreement has been delivered to Lender and accepted
        by Lender in the State of West Virginia. Subject to the provisions on
        arbitration in any Related Document, this Agreement shall be governed by
        and construed in accordance with the laws of the State of West Virginia
        without regard to any conflict of laws or provisions thereof.

        JURY WAIVER. THE UNDERSIGNED AND LENDER (BY ITS ACCEPTANCE HEREOF)
        HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY
        RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED
        UPON CONTRACT, TORT OR OTHERWISE) BETWEEN OR AMONG THE UNDERSIGNED AND
        LENDER ARISING OUT OF OR IN ANY WAY RELATED TO THIS DOCUMENT; AND ANY
        OTHER RELATED DOCUMENT, OR ANY RELATIONSHIP BETWEEN LENDER AND THE
        BORROWER. THIS PROVISION IS A MATERIAL INDUCEMENT TO LENDER TO PROVIDE
        THE FINANCING DESCRIBED HEREIN OR IN THE OTHER RELATED DOCUMENTS.

        ATTORNEYS' FEES; Expenses. Grantor will upon demand pay to Lender the
        amount of any and all costs and expenses (including without limitation,
        reasonable attorneys' fees and expenses)


                               Exhibit (10.5)-p13
<PAGE>   14

                                 EXHIBIT SECTION
                                 EXHIBIT (10.5)


        which Lender may incur in connection with (i) the perfection and
        preservation of the collateral assignment and security interests created
        under this Agreement, (ii) the custody, preservation, use or operation
        of, or the sale of, collection from, or other realization upon, the
        Collateral, (iii) the exercise or enforcement of any of the rights of
        Lender under this Agreement, or (iv) the failure by Grantor to perform
        or observe any of the provisions hereof.

        TERMINATION. Upon (i) the satisfaction in full of the Indebtedness and
        all obligations hereunder, (ii) the termination or expiration of any
        commitment of Lender to extend credit that would become Indebtedness
        hereunder, and (iii) Lender's receipt of a written request from Grantor
        for the termination hereof, this Agreement and the security interests
        created hereby shall terminate. Upon termination of this Agreement and
        Grantor's written request, Lender will, at Grantor's sole cost and
        expense, return to Grantor such of the Collateral as shall not have been
        sold or otherwise disposed of or applied pursuant to the terms hereof
        and execute and deliver to Grantor such documents as Grantor shall
        reasonably request to evidence such termination.

        INDEMNITY. Grantor hereby agrees to indemnify, defend and hold harmless
        Lender, and its officers, directors, shareholders, employees, agents and
        representatives (each an "Indemnified Person") from and against any and
        all liabilities, obligations, claims, losses, damages, penalties,
        actions, judgments, suits, costs, expenses or disbursements of any kind
        or nature (collectively, the "Claims") which may be imposed on, incurred
        by or asserted against, any Indemnified Person (whether or not caused by
        any Indemnified Person's sole, concurrent or contributory negligence)
        arising in connection with the Related Documents, the Indebtedness or
        the Collateral (including, without limitation, the enforcement of the
        Related Documents and the defense of any Indemnified Person's action
        and/or inactions in connection with the Related Documents), except to
        the limited extent that the Claims against the Indemnified Person are
        proximately caused by such Indemnified Person's gross negligence or
        willful misconduct. The indemnification provided for in this Section
        shall survive the termination of this Agreement and shall extend and
        continue to benefit each individual or entity who is or has at any time
        been an Indemnified Person hereunder.

        CAPTION HEADINGS. Caption headings in this Agreement are for convenience
        purposes only and are not to be used to interpret or define the
        provisions of this Agreement.

        NOTICES. All notices required to be given under this Agreement shall be
        given in writing, and shall be effective when actually delivered or when
        deposited with a nationally recognized overnight courier or deposited in
        the United States mail, first class, postage prepaid, addressed to the
        party to whom the notice is to be given at the address shown above. Any
        party may change its address for notices under this Agreement by giving
        formal written notice to the other parties, specifying that the purpose
        of the notice is to change the party's address. To the extent permitted
        by applicable law, if there is more than one Grantor, notice to any
        Grantor will constitute notice to all Grantors. For notice purposes,
        Grantor will keep Lender informed at all times of Grantor's current
        address(es).

        POWER OF ATTORNEY. Grantor hereby irrevocably appoints Lender as its
        true and lawful attorney-in-fact, such power of attorney being coupled
        with an interest, with full power of substitution to do the following in
        the place and stead of Grantor and in the name of Grantor: (a) to
        demand, collect, receive, receipt for, sue and recover all sums of money
        or other property which may now or hereafter become due, owing or
        payable from the Collateral; (b) to execute, sign and endorse any and
        all claims, instruments, receipts, checks, drafts or warrants issued in
        payment for the Collateral; (c) to settle or compromise any and all
        claims


                               Exhibit (10.5)-p14
<PAGE>   15

                                 EXHIBIT SECTION
                                 EXHIBIT (10.5)


        arising under the Collateral, and, in the place and stead of Grantor, to
        execute and deliver its release and settlement for the claim; and (dl to
        file any claim or claims or to take any action or institute or take part
        in any proceedings, either in its own name or in the name of Grantor, or
        otherwise, which in the discretion of Lender may seem to be necessary or
        advisable. This power is given as security for the Indebtedness, and the
        authority hereby conferred is and shall be irrevocable and shall remain
        in full force and effect until renounced by Lender.

        SEVERABILITY. If a court of competent jurisdiction finds any provision
        of this Agreement to be invalid or unenforceable as to any person or
        circumstance, such finding shall not render that provision invalid or
        unenforceable as to any other persons or circumstances. If feasible, any
        such offending provision shall be deemed to be modified to be within the
        limits of enforceability or validity; however, if the offending
        provision cannot be so modified, it shall be stricken and all other
        provisions of this Agreement in all other respects shall remain valid
        and enforceable.

        SUCCESSOR INTERESTS. Subject to the limitations set forth above on
        transfer of the Collateral, this Agreement shall be binding upon and
        inure to the benefit of the parties, their successors and assigns;
        provided, however, Grantor's rights and obligations hereunder may not be
        assigned or otherwise transferred without the prior written consent of
        Lender.

        WAIVER. Lender shall not be deemed to have waived any rights under this
        Agreement unless such waiver is given in writing and signed by Lender.
        No delay or omission on the part of Lender in exercising any right shall
        operate as a waiver of such right or any other right. A waiver by Lender
        of a provision of this Agreement shall not prejudice or constitute a
        waiver of Lender's right to thereafter demand strict compliance with
        that provision or any other provision of this Agreement. No prior waiver
        by Lender, nor any course of dealing between Lender and Grantor, shall
        constitute a waiver of any of Lender's rights or of any of Grantor's
        obligations as to any future transactions. Whenever the consent of
        Lender is required under this Agreement, the granting of such consent by
        Lender in any instance shall not constitute continuing consent to
        subsequent instances where such consent is required and in all cases
        such consent may be granted or withheld in the sole discretion of
        Lender.

GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS COMMERCIAL SECURITY
AGREEMENT, AND GRANTOR AGREES TO ITS TERMS. THIS AGREEMENT IS DATED JUNE 6,
2000.

GRANTOR:
Champion Industries, Inc.



                               Exhibit (10.5)-p15