EXHIBIT 10.3


10.3

$1,000,000
  revolving line of credit between Stationers, Inc. and First Sentry Bank dated
  as of April 7, 2004.



PROMISSORY
  NOTE

 


  	Borrower: 
        	Stationers,
        Inc.	Lender:	First Sentry
        Bank
	 	P.O Box
        2167	 	 P.O. Box
        2107
	 	Huntington,
        WV 25701     	 	823 8th
        Street
	 	 	 	 Huntington,
        WV 25721


  Principal Amount:
    $1,000,000.00   Initial Rate: 4.000%    Date of Note:
    4-7-2004

  PROMISE TO PAY.  Stationers,
    Inc. (“Borrower”) promises to pay to FIRST SENTRY BANK (“Lender”),
    or order, in lawful money of the United States of America, the principal amount
    of One Million & 00/100 Dollars ($1,000,000.00) or so much as may be outstanding,
    together with interest on the unpaid outstanding principal balance of each
    advance.  Interest shall be calculated from the date of each advance
    until repayment of each advance. 

  PAYMENT.  Borrower
    will pay this loan in one payment of all outstanding principal plus all accrued
    unpaid interest on October 7, 2005.  In addition, Borrower will pay regular
    monthly payments of all accrued unpaid interest due as of each payment date,
    beginning May 7, 2004, with all subsequent interest payments to be due on
    the same day of each month after that.  Unless otherwise agreed or required
    by applicable law, payments will be applied first to any unpaid collection
    costs; then to any late charges; then to any accrued unpaid interest; and
    then to principal. The annual interest rate for the Note is computed on a
    365/360 basis; that is, by applying the ratio of 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 Lender's address shown above or at such other place as
    Lender may designate in writing.

  VARIABLE INTEREST
    RATE.  The interest rate on this Note is subject to change from time
    to time based on changes in an independent index which is the Prime Rate as
    published in the Wall Street Journal (the “index”).  The
    index is not necessarily the lowest rate charged by Lender on its loans. 
    If the Index becomes unavailable during the term of this loan, Lender may
    designate a substitute index after notice to Borrower.  Linder will tell
    Borrower the current index rate upon Borrower’s request.  The interest
    rate change will not occur more often than each day.  Borrower understands
    that Lender may make loans based on other rates as well.  The Index
    currently is 4.000% per annum. The interest rate to be applied to the unpaid
    principal balance of this Note will be at a rate equal to the index, resulting
    in an initial rate of 4.000% per annum.  NOTICE: Under no circumstances
    will interest rate on this Note be more than the maximum rate allowed by applicable
    law.  

  PREPAYMENT.  Borrower
    may pay without penalty all or portion of the amount owed earlier than it
    is due.  Early payments will not, unless agreed to by Lender in writing,
    relieve Borrower of Borrower’s obligation to continue to make payments
    of accrued unpaid interest.  Rather, early payments will reduce the principal
    balance due.  Borrower agrees not to send Lender payments marked “paid
    in full”, “without recourse”, or similar language. 
    If Borrower sends such a payment, Lender may accept it without losing any
    of Lender’s rights under this Note, and Borrower will remain obligated
    to pay any further amount owed to Lender.  All written communications
    concerning disputed amounts, including any check or other payment instrument
    that indicates that the payment constitutes “payment if full”
    of the amount owed or that is tendered with other conditions or limitations
    or as full satisfaction of a disputed amount must be mailed or delivered to
    FIRST SENTRY BANK, P.O. BOX 2107, HUNTINGTON, WV 25721.

  LATE CHARGE. 
    If a payment is 10 days or more late, Borrower will be charged $25.00.

  INTEREST AFTER DEFAULT. 
    Upon default, including failure to pay upon final maturity, the total sum
    due under this Note will bear interest from the date of acceleration or maturity
    at the variable interest rate on this Note.  The interest rate will not
    exceed the maximum rate permitted by applicable law.  

  DEFAULT. 
    Each of the following shall constitute an event of default (“Event of
    Default”) under this Note.




  Payment Default. 
    Borrower fails to make any payment when due under this Note.




  Other Defaults. 
    Borrower fails to comply with or to perform any other term, obligation, covenant
    or condition contained in any other agreement between Lender and Borrower. 
    




  False Statements. 
    Any warranty, representation or statement made or furnished to Lender by Borrower
    or on Borrower’s behalf under this Note or the related documents is
    false or misleading in any material respect, either now or at the time made
    or furnished or becomes false or misleading at any time thereafter.




  Insolvency. 
    The dissolution or termination of Borrower’s existence as a going
    business, the insolvency or Borrower, the appointment of a receiver for any
    part of Borrower’s property, any assignment for the benefit of creditors,
    any type of creditor workout, or the commencement of any proceeding under
    any bankruptcy or Insolvency laws by or against Borrower. 




  Creditor or Forfeiture
    Proceedings.  Commencement of foreclosure of forfeiture proceedings,
    whether by judicial proceeding, self-help, repossession or any other method,
    by any creditor of Borrower’s accounts, including deposit accounts,
    with Lender.  However, the Event of Default shall apply if there is a
    good faith dispute by Borrower as to the validity or reasonableness of the
    claim which is the basis of the creditor or forfeiture proceeding and if Borrower
    gives Lender written notice of the creditor or forfeiture proceeding and deposits
    with Lender monies or a surety bond for the creditor or forfeiture proceeding,
    in an amount determined by Lender, in its sole discretion, as being an adequate
    reserve or bond for the dispute.




  Events Affecting
    Guarantor.  Any of the preceding events occurs with respect to any
    guarantor, endorser, surely, or accommodation party of any of the indebtedness
    or any guarantor, endorser, surety, or accommodation part dies or becomes
    incompetent, or revokes or disputes the validity of, or liability under, any
    guaranty of the indebtedness evidenced by this Note.  In the event of
    a death, Lender, at this option, may, but shall not be required to , permit
    the guarantor’s estate to assume unconditionally the obligations arising
    under the guaranty in a manner satisfactory to Lender, and, in doing so, cure
    any Event of Default.




  Change in Ownership. 
    Any change in ownership of twenty-five percent (25%) or more of the common
    stock of Borrower.  




  Adverse Change. 
    A material adverse change occurs in Borrower’s financial condition,
    or Lender believes the prospect of payment or performance of this Note is
    impaired.  




  Cure Provisions
    .  If any default, other than a default in payment is curable and
    if Borrower has not been given a notice of a breach of the same provision
    of this Note within the preceding twelve (12) months, it may be cured (and
    no event of default will have occurred) if Borrower, after receiving written
    notice from Lender demanding cure of such default: (1) cures the default within
    ten (10) days; or (2) if the cure requires more than ten (10) days, immediately
    initiates steps which Lender deems in Lender’s sole discretion to be
    sufficient to cure the default and thereafter continues and completes all
    reasonable and necessary steps sufficient to produce compliance as soon as
    reasonable practical.  




  LENDER’S RIGHTS. 
    Upon default, Lender may declare the entire unpaid principal balance on this
    Note and all accrued unpaid interest immediately due, and then Borrower will
    pay that amount.  

  ATTORNEYS’ FEES,
    EXPENSES.  Lender may hire or pay someone else to help collect this
    Note if Borrower does not pay.  Borrower will pay Lender that amount.
    This includes, subject to any limits under applicable law, Lender’s
    attorneys’ fees and Lender’s Legal expenses, whether or not there
    is a lawsuit, including attorneys’ fees, expense for bankruptcy proceedings
    (including efforts to modify or vacate any automatic stay or injunction),
    and necessary steps sufficient to produce compliance as soon as reasonably
    practical.

  GOVERNING LAW. 
    This Note will be governed by, construed and enforced in accordance with
    federal law and the laws of the State of West Virginia.  This Note has
    been accepted by Lender in the State of West Virginia.

  CHOICE OF VENUE. 
    If there is a lawsuit, Borrower agrees upon Lender’s request to submit
    to the jurisdiction of the courts of CABELL County, State of West Virginia.
    

  RIGHT OF SETOFF. 
    To the extent permitted by applicable law, Lender reserves the right of setoff
    in all Borrower’s accounts with Lender (whether checking, savings, or
    some other account). This includes all accounts Borrower holds jointly with
    someone else and all accounts Borrower may open in the future.  However,
    this does not include any IRA or Keogh accounts, or any trust accounts for
    which setoff would be prohibited by law.  Borrower authorizes Lender,
    to the extent permitted by applicable law, to charge or setoff all sums owing
    on the debt against any and all such accounts.  

  LINE OF CREDIT. 
    This Note evidences a revolving line of credit. Advances under this Note may
    be requested either orally or in writing by Borrower or as provided in this
    paragraph.  Lender may, but not need, require that all oral requests
    be confirmed in writing.  All communications, instructions, or directions
    by telephone or otherwise to Lender are to be directed to Lender’s office
    shown above.  The following person currently is authorized to request
    advances and authorize payments under the line of credit until Lender receives
    from Borrower, at Lender’s address shown above, written notice of revocation
    of his or her authority: J. Mac Aldridge, Chairman of the Board of Stationers,
    Inc. Borrower agrees to be liable for all sums either: (A) advanced in
    accordance with the instructions of an authorized person or (B) credited to
    any of Borrower’s accounts with Lender.  The unpaid principal balance
    owing on this Note at any time may be evidenced by endorsements on this Note
    or by Lender’s internal records, including daily computer print-outs. 
    Lender will have no obligation to advance funds under this Note If: (A) Borrower
    or any guarantor is in default under the terms of this Note or any agreement
    that Borrower or any guarantor has with Lender, including any agreement made
    in connection with the signing of this Note; (B) Borrower or any guarantor
    ceases doing business or is insolvent; (C) any guarantor seeks, claims or
    otherwise attempts to limit, modify or revoke such guarantor’s guarantee
    of this Note or any other loan with Lender; or (D) Borrower has applied funds
    provided pursuant to this Note for purposes other than those authorized by
    Lender.  

  PRIOR NOTE. 
    THIS NOTE REPRESENTS THE RENEWAL AND EXTENSION OF THAT CERTAIN PROMISSORY
    NOTE DATED 12/06/99. THE NOTE WAS RENEWED AND EXTEDED ON 10/17/00, 04/06/01
    AND 10/7/02.  ALL TERMS AND CONDITIONS OF THE ORGINAL NOTE, INCLUDING
    PROVISIONS FOR COLLATERAL AND PERSONAL GUARANTEES, SHALL REMAIN IN FULL FORCE
    AND EFFECT.

  SUCCESSOR INTERESTS. 
    The terms of this Note shall be binding upon Borrower, and upon Borrower’s
    heirs, personal representatives, successors and assigns, and shall inure to
    the benefit of Lender and its successors and assigns.  

  NOTIFY US OF INACCURATE
    INFORMATION WE REPROT OT CONSUMER REPORTING AGENCIES.  Please notify
    us if we report any inaccurate information about your account(s) to a consumer
    reporting agency.  Your written notice describing the specific inaccuracies
    should be sent to us at the following address:  FIRST SENTRY BANK P.O.
    BOX 2107 HUNTINGTON, WV 25721.

  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 presentiment, demand
    for payment, and notice of dishonor.  Upon any change in 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 form liability. All such parties agree that Lender may renew or
    extend (repeatedly and for any length of time) this loan 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 loan without the consent of or notice to
    anyone other than the party with whom the modifications are made.  Note
    are joint and several.   

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

  BORROWER ACKNOWLEDTGES
    RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.

  BORROWER:

   

  STATIONERS, INC.

  By: Copy__________________________
    

     
    J. Mac Aldridge, Chairman of the 

     
    Board of Stationers, Inc.