<PAGE>   1

                                 EXHIBIT SECTION
                                 EXHIBIT (10.6)

                                                                  EXHIBIT (10.6)
                                 PROMISSORY NOTE

<TABLE>
<S>            <C>                                                  <C>        <C>
BORROWER:      CHAMPION INDUSTRIES, INC.                            LENDER:    BANK ONE, WEST VIRGINIA, N.A.
               2450-90 FIRST AVENUE                                            HUNTINGTON
               HUNTINGTON, WV 25728-2968                                       1000 FIFTH AVENUE
                                                                               HUNTINGTON, WV 25701
</TABLE>

PRINCIPAL AMOUNT: $550,000.00                       DATE OF NOTE: AUGUST 4, 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 Five Hundred
Fifty Thousand & 00/100 Dollars ($550,000.00), 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 September 4, 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 $11,458.33 EACH, commencing on September 4, 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 August 4, 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 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

                                Exhibit(10.6)-p1
<PAGE>   2

                                 EXHIBIT SECTION
                                 EXHIBIT (10.6)

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, dead 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 documents 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 otherwise, 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; (9) 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 ifs 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 UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE
A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED UPON CONTRACT, TORT
OR OTHERWISE) BETWEEN OR AMONG

                                Exhibit(10.6)-p2
<PAGE>   3

                                 EXHIBIT SECTION
                                 EXHIBIT (10.6)

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 detainer 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, !aches and
similar doctrines which would otherwise be applicable in an action brought by a
party shall 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(10.6)-p3
<PAGE>   4

                                 EXHIBIT SECTION
                                 EXHIBIT (10.6)

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
iD the terms of this Note, and unless otherwise expressly stated in writing, no
patty 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(10.6)-p4
<PAGE>   5

                                 EXHIBIT SECTION
                                 EXHIBIT (10.6)

                          COMMERCIAL SECURITY AGREEMENT

<TABLE>
<S>                                                       <C>
BORROWER: CHAMPION INDUSTRIES, INC.                       LENDER:    BANK ONE, WEST VIRGINIA, N.A.
      2450-90 FIRST AVENUE                                           HUNTINGTON
      HUNTINGTON, WV 25728-2968                                      1000 FIFTH AVENUE
                                                                     HUNTINGTON, WV 25701
</TABLE>

Grantor: Donihe Graphics, Inc.

THIS COMMERCIAL SECURITY AGREEMENT is entered into by Donihe Graphics, 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 Tennessee ("Code"). 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.

       Borrower. The word "Borrower" means each and every person or entity
       signing the Note, including without limitation Champion Industries, Inc.

       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 above.

              (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 Donihe Graphics, Inc..

                                Exhibit(10.6)-p5
<PAGE>   6

                                 EXHIBIT SECTION
                                 EXHIBIT (10.6)

       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 expenses for which Grantor or
       Borrower 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 Borrower, 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 Borrower, 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 Borrower may be liable
       individually or jointly with others; whether Borrower may be liable
       primarily or secondarily or as debtor, maker, comaker, 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 August 4, 2000,
       in the principal amount of $550,000.00 from Borrower to Lender, together
       with all renewals of, extensions of, modifications of, refinancings 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.

GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor warrants that: (a) Grantor has
the full right, power and authority to enter into this Agreement and to pledge
the Collateral to Lender; (b) Grantor has established adequate means of
obtaining from Borrower on a continuing basis information about Borrower's
financial condition; and (c) lender has made no representation to Grantor about
Borrower or Borrower's creditworthiness.

GRANTOR'S WAIVERS. Grantor waives notice of the incurring of any Indebtedness
and waives all requirements of presentment, protest, demand, and notice of
dishonor or non-payment to Grantor, Borrower, or any other party to the
Indebtedness or the Collateral. Lender may do any of the following with respect
to any obligation of any Borrower, without first notifying or obtaining the
consent of Grantor: (al grant any extension of time for any payment, (b) grant
any renewal, (c) permit any modification of payment terms or other terms, (d)
release Borrower or any Guarantor from all or any portion of the Indebtedness,
or (e) exchange or release all or any portion of the Collateral or other
security for all or any portion of the Indebtedness. No such act or failure to
act shall affect Lender's rights against Grantor or the Collateral.

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

                                Exhibit(10.6)-p6
<PAGE>   7

                                 EXHIBIT SECTION
                                 EXHIBIT (10.6)

       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 names) 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 articles or agreements relating to entity incorporation,
       organization or existence 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
       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
Tennessee, 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.

                                Exhibit(10.6)-p7
<PAGE>   8

                                 EXHIBIT SECTION
                                 EXHIBIT (10.6)

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 and encumbrances except for the lien of 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. 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 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
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
obligee 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

                                Exhibit(10.6)-p8
<PAGE>   9

                                 EXHIBIT SECTION
                                 EXHIBIT (10.6)

amended by the Superfund Amendments and Reauthorization Act of 1986
(collectively, together with any subsequent amendments, hereinafter called
"CERCLA"1, 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 (i) 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 (iii) 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 Tennessee 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 (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 coverages 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

                                Exhibit(10.6)-p9
<PAGE>   10

                                 EXHIBIT SECTION
                                 EXHIBIT (10.6)

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 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 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
report 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

                               Exhibit(10.6)-p10
<PAGE>   11

                                 EXHIBIT SECTION
                                 EXHIBIT (10.6)

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
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 Borrower to make any payment when due
       on the Indebtedness.

       OTHER DEFAULTS. Failure of Grantor or Borrower 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 failure
       of Borrower to comply with or to perform any term, obligation, covenant
       or condition contained in any other agreement now existing or hereafter
       arising between Lender and Borrower.

       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 Borrower,
       Grantor or any Guarantor to any third party under any agreement or
       undertaking.

       BANKRUPTCY OR INSOLVENCY. If the Borrower, 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

                               Exhibit(10.6)-p11
<PAGE>   12

                                 EXHIBIT SECTION
                                 EXHIBIT (10.6)

       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 160) days
       any attachment, sequestration or similar writ levied upon any property of
       such party; or (vi) fails to pay within thirty (30 days any final money
       judgment against such party.

       LIQUIDATION, DEATH AND RELATED EVENTS. If Borrower, Grantor or any
       Guarantor is an entity, the liquidation, dissolution, merger or
       consolidation of any such entity 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 Borrower
       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 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 Borrower 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 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, li) 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 shall 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 therefor, and such sale may,
       without further notice, be made at the time and place to

                               Exhibit(10.6)-p12
<PAGE>   13

                                 EXHIBIT SECTION
                                 EXHIBIT (10.6)

       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 (101 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 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 self any or all of the Collateral,
Lender may obtain a judgment against Borrower 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. Borrower 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

                               Exhibit(10.6)-p13
<PAGE>   14

                                 EXHIBIT SECTION
                                 EXHIBIT (10.6)

an obligation of Grantor or Borrower under this Agreement, after Grantor or
Borrower'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 supercedes 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
       Tennessee. This Agreement shall be governed by and construed in
       accordance with the laws of the State of Tennessee 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) 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

                               Exhibit(10.6)-p14
<PAGE>   15

                                 EXHIBIT SECTION
                                 EXHIBIT (10.6)

       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 or Borrower, notice
       to any Grantor or Borrower will constitute notice to all Grantor and
       Borrowers. For notice purposes, Grantor and Borrower will keep Lender
       informed at all times of Grantor and Borrower'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 arising
       under the Collateral, and, in the place and stead of Grantor, to execute
       and deliver its release and settlement for the claim; and (d) 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

                               Exhibit(10.6)-p15
<PAGE>   16

                                 EXHIBIT SECTION
                                 EXHIBIT (10.6)

       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 August 4, 2000.

       Grantor:

       Donihe Graphics, Inc.

                               Exhibit(10.6)-p16
<PAGE>   17

                                 EXHIBIT SECTION
                                 EXHIBIT (10.6)

                                  EXHIBIT "A"

Donihe Graphics Inc.

One 1990 Mitsubishi 40" Six Color Press Ser# 3F155D 1990-2 with RapiDac Water
Base Blanker Coater & Extension, Mitsubishi Console, Continuous Dampening, Royce
Space Saver Ref. Circ., Royce Varnish Circlator, Electro Sprayer Model 500
Sprayer, ESS Accutron SW IR/Dryer, ESS Air Knives Electro Sprayer Remote Control
Console, DCE Dust Collector Type UMA252GSAD Ser# 88-189 230V, 3PH, 60CY, 3.75KW
(125,432,000 Impressions) RapiDac Coater Model A-2047 & A-2095

One Screen Step & Repeat Machine Model PC-534-CH Ser#8813Q-5551 with 3 Chases

One Polar Cutter 45", Ser# 5232119

One MBO Folder B 26-5 Perfection #B26-S 1644C WBA-700 Banding Device

And all related equipment necessary to make the above machines operate.

                               Exhibit(10.6)-p17
<PAGE>   18
                               EXHIBIT SECTION
                                EXHIBIT (10.6)

BANK ONE

August 4, 2000

Mr. Todd Fry, CFO
Champion Industries, Inc.
2450-90 First Avenue
Huntington, WV 25728-2968

Dear Mr. Fry:

This letter will confirm our discussions concerning the documentation and terms
of the existing loan from Bank One, West Virginia, N.A. ("Bank One") to Champion
Industries, Inc. ("Champion") in original principal amount of $618,720 (the
"Loan"). The Loan is evidenced by a promissory note dated June 6, 2000 (the
"Note") and is secured by a security agreement ("Security Agreement") and
financing statements ("Financing Statements") of even date from Champion. The
Loan was originally made PURSUANT TO A BUSINESS LOAN AGREEMENT DATED JUNE 6,
2000. The parties have agreed that as of the date of this letter the Business
Loan Agreement will be canceled and of no further effect. The Loan remains
outstanding and will continue to be evidenced by and payable in accordance with
the terms of the Note, which remains in full force and effect. The Note and all
other obligations and indebtedness referenced in the Security Agreement shall
continue to be secured by the Security Agreement and Financing Statements
executed in conjunction therewith, and all other documents related to the Loan
shall remain in full force and effect notwithstanding the cancellation of the
Business Loan Agreement.

The purpose of the cancellation of the Business Loan Agreement is to attempt to
provide uniformity in Champion's non-payment obligations to its various lenders
and to make the warranties and covenants applicable to the Loan or any other
loan now or hereafter made by Bank One to Champion the same as those contained
in the existing Credit Agreement dated March 31, 1997, as amended, between
Champion Industries, Inc. (the "Borrower"), the Banks party thereto and PNC
Bank, National Association ("PNC") in its capacity as agent for the Banks (the
"Agent") or under the terms of the Credit Agreement dated March 13, 1998, as
amended, between Borrower and PNC (collectively, the "Credit Agreements").
References to the Credit Agreements hereunder shall include any and all future
amendments to the Credit Agreements as may hereinafter be implemented, from time
to time, by the parties thereto. By executing this letter where indicated below,
Champion agrees that an event of default under the Credit Agreements which
remains uncured beyond any applicable grace or cure period under the Credit
Agreements shall constitute an event of default under the Note and other
documents evidencing and securing the Loan and shall constitute an event of
default under the documents evidencing or

securing any loan now or hereafter existing from Bank One to Champion or
subsidiaries of Champion.

In the event that either or both of the loans evidenced by the Credit Agreements
are paid in full, the terms of the Credit Agreements shall remain applicable to
the Loan notwithstanding such payment and the occurrence and continuing
existence of any event which would have been an event of default under the
Credit Agreements and which remains uncured beyond any applicable

                               Exhibit(10.6)-p18
<PAGE>   19

                                 EXHIBIT SECTION
                                 EXHIBIT (10.6)

grace or cure period under the Credit Agreements shall constitute an event of
default under the Note and other documents evidencing and securing the Loan and
shall constitute an event of default under the documents evidencing or securing
any loan now or hereafter existing from Bank One, West Virginia, N.A., to
Champion Industries, Inc.

By signing, below, Champion Industries, Inc. acknowledges, accepts and agrees to
be bound by the terms, conditions and agreements as set forth in this letter.

Sincerely

John M. Patterson
Senior Vice President


The above terms, conditions and agreements are acknowledged and accepted:


Champion Industries, Inc.

                               Exhibit(10.6)-p19