EXHIBIT 10.4



  10.4

  $600,075
    term note between Bourque Printing, Inc. and First Century Bank dated as of
    September 9, 2004.

  

   

  
    
      	 BOURQUE
              PRINTING, INC.
	 FIRST
              CENTURY BANK, N.A.
	 Loan
              Number
	 1294733

	 10848
              AIRLINE HIGHWAY
	 500
              FEDERAL STREET
	 Date
	 09-09-2004

	 BATON
              ROUGE, LA 70816
	 BLUEFIELD,
              WV 24701
	 Maturity
              Date
	 10-09-2009

	  	  	 Loan
              Amount
	 $
              600,075.00

	  	  	 Renewal
              of
	 _____________

	  	  	 BR/
              RESP 01/801

	 BORROWERS
              NAME AND ADDRESS
	 LENDER’S
              NAME AND ADDRESS
	  	  
	 “I”
              includes each borrower above, jointly and severally.
	 “You”
              means the lender, its successors and assigns
	  	  


      For value received,
        I promise to pay to you, or your order, at your address listed above the
        PRINCIPAL sum of SIX HUNDRED THOUSAND SEVENTY FIVE AND NO/100 Dollars
         $600,075.00  

      o
        Single Advance: I will receive all of this principal sum on______________.
        No additional advances are contemplated under this note. 

      n
        Multiple Advance: The principal sum shown above is the maximum amount
        of principal l can borrow under this note. On 09-09-2004 I will
        receive the amount of 0.00 and future principal advances are contemplated.

    

    
      
        Conditions: The
          conditions for future advances are UPON REQUEST.

      

      o
        Open End Credit: You and I agree that I may borrow up to the maximum amount
        of principal more than one time. This feature is subject to

      all other conditions
        and expires on __________________. 

      
        n
          Closed- End Credit: You and I agree that I may borrow up to the maximum
          only one time (and subject to all other conditions).

      

    

    
      INTEREST:
        I agree to pay interest on the outstanding principal balance from 09-09-2004
        at the rate of 4.50 % per year until 09-10-2004.

      n
        Variable Rate: This rate may then change as stated below.

    

    
      n
        Index Rate: The future rate will be EQUAL TO  the following
        index rate: THE BASE RATE ON CORPORATE LOANS POSTED BY AT LEAST 75%
        OF THE NATION'S 30 LARGEST BANKS KNOWN AS THE WALL STREET JOURNAL PRIME
        RATE. THE RESULT OF THIS CALCULATION WILL BE ROUNDED UP TO THE NEAREST
        0.125

    

    
      o
        No Index: The future rate will not be subject to any internal or external
        index. It will be entirely in your control.

    

    
      n
        Frequency and Timing: The rate on this note may change as often as EVERY
        DAY BEGINNING 09-10-2004.

      A change in the
        interest rate will take effect ON THE SAME DAY.

      
        o
          Limitations: During the term of this loan, the applicable annual interest
          rate will not be more than _________% or less than  ____________%.
          The rate may not change more than ______ % each_____________.

      

    

    
      Effect of Variable
        Rate: A change in the interest rate will have the following effect on
        the payments: ~

    

    
      n
        The amount of each scheduled payment will change.

    

    
      o
         The amount of the final payment will change. 

    

    
      o
        ______________________________________________________________________.

    

    
      ACCRUAL METHOD:
        Interest will be calculated on an ACTUAL/360 basis. 

      POST MATURITY
        RATE: I agree to pay interest on the unpaid balance of this note owing
        after maturity, and until paid in full, as stated below: 

    

    
      n
        on the same fixed or variable rate basis in effect before maturity (as
        indicated above).

    

    
      o
        at a rate equal to __________________________________________________.

    

    
      n
        LATE CHARGE: if a payment is made more than 10 days after
        it is due, I agree to pay a late charge of 5.000% OF THE LATE AMOUNT.

      n
        ADDITIONAL CHARGES: In addition to interest, I agree to pay the
        following charges which n are n
        are not included in the principal amount above: COSTS NECESSARY TO
        CREATED, PERFECT, AND RECORD SECURITY INTRESTS AND $75.00 LOAN PROCESSING
        FEE.

      PAYMENTS:
        I agree to pay this note as follows: 

      ON DEMAND, BUT IF
        NO DEMAND IS MADE THEN MONTHLY PAYMENTS OF ACCRUED INTEREST CALCULATED
        ON THE AMOUNT OF CREDIT OUTSTANDING BEGINNING ON 10-09-2004, FOLLOWED
        BY 60 MONTHLY PAYMENTS OF $11,204.65 BEGINNING 11-09-2004.

      ADDITIONAL TERMS:

      THIS NOTE IS FURTHER
        SUBJECT TO THE CROSS-COLLATERALIZATION/CROSS-DEFAULT AGREEMENT DATED 09/09/04

      	 n SECURITY: 
              This note is separately secured by (escribe separate document by
              type and date):
	 PURPOSE:
              The purpose of this loan is FINANCE EQUIPMENT.

	 SECURITY
              AGREEMENT AND CORPORATE GUARANTY EACH DATED 09/09/04
	 SIGNATURES: 
              I AGREE TO THE TERMS OF THIS NOTE (INCLUDING THOSE ON PAGE 2). 
              I have received a copy on today’s date.

	 (This
              section is for your internal use.  Failure to list a separate
              security department does not mean the agreement will not secure
              this note.)
	  
	  	  
	 Signature
              for Lender
	 BOURQUE
              PRINTING INC.

	  	  
	 JEFFERY
              FORLINES
	  


       

       

       

       

       

       

       

       

      DEFINITIONS: As used
        on page 1, means the terms that apply to this loan. "I", "me"
        or "my" means each Borrower who signs this note and each other
        person or legal entity (including guarantors, endorsers end sureties)
        who agrees to pay this note (together referred to as "us").
        "You" or "your" means the Lender and its successors
        and assigns.

      APPLICABLE LAW: The
        law of the state in which you are located will govern this note. Any term
        of this note which is contrary to applicable aw will not be effective,
        unless the law permits you and me to agree to ~such a variation. If any
        provision of this agreement cannot be enforced according to its terms,
        this fact will not affect the enforceability of the remainder of this
        agreement No modification of this agreement may be made without your express
        written consent. Time is of the essence in this agreement.

      COMMISSIONS OR OTHER
        REMUNERATION: I understand and agree that my insurance premium paid to
        insurance companies as part of this note will involve money retained by
        you or paid back to you as commissions or other remuneration.

      In addition, I understand
        and agree that some other payment to third parties as part of this note
        may also involve money retained by you or paid back to you as commissions
        or other remuneration.

      PAYMENTS: Each payment
        I make on this note will first reduce the ~mount I owe you for charge.
        which are neither interest nor principal. the remainder of each payment
        will then reduce accrued unpaid interest, ~and then unpaid principal.
        If you and I agree to a different application of payments, we will describe
        our agreement on this note. I may prepay a part of, or the entire balance
        of this loan without penalty, unless we ~specify to the contrary on this
        note. Any partial prepayment will not excuse or reduce any later scheduled
        payment until this note is paid in full (unless, when I make the prepayment,
        you and I agree in writing to the contrary).

      INTEREST: Interest
        accrues on the principal remaining unpaid from time to time, until paid
        in full. If I receive the principal in more than one advance, each advance
        will start to earn interest only when I receive the advance. The interest
        rate in effect on this note at any given time will apply to the entire
        principal advanced at that time. Notwithstanding anything to the contrary,
        I do not agree to pay and you do not intend to charge any rate of interest
        that is higher than the maximum rate of interest you could charge under
        applicable law for the extension of credit that is agreed to hers (either
        before or after maturity). If any notice of interest accrual is sent and
        is in error, we mutually agree to correct it and if you actually collect
        more interest than allowed by law and this agreement, you agree to refund
        it to me.

      INDEX RATE: The index
        will serve only as a device for setting the rate on this note. You do
        not guarantee by selecting this index, or the margin

      that the rate on
        this note will be the same rate you charge on any other; loan or class
        of loan to ms or other borrowers.

      ACCRUAL METHOD: The
        amount of interest that I will pay on this loan will be calculated using
        the interest rate and accrual method stated on page 1 of this note. For
        the purpose of interest calculation, the accrual method will determine
        the number of days in a "year". If no accrual method is stated,
        then you may use any reasonable accrual method for calculating interest.
        :

      POST MATURITY RATE:
        For purposes of deciding when the "Post Maturity Rate" (shown
        on page 1) applies, the term "maturity" means the date of the
        last scheduled payment indicated on page 1 of this note or the date you
        accelerate payment on the note, whichever is earlier.

      SINGLE ADVANCE LOANS:
        If this is a single advance loan, you and I expect that you will make
        only one advance of principal. However, you may add other amounts to the
        principal if you make any payments described in this PAYMENTS BY LENDER"
        paragraph below.

      MULTIPLE ADVANCE
        LOANS: If this is a multiple advance loan, you and I expect that you will
        make more than one advance of principal. If this is closed end credit,
        repaying a part of the principal will not entitle me to additional credit.

      PAYMENTS 8Y LENDER:
        If you are authorized to pay, on my behalf, charges I am obligated to
        pay (such as property insurance premiums) then you may treat those payments
        made by you as advances and add them to the unpaid principal under this
        note, or you may demand immediate payment of the charges.

      SET-OFF: I agree
        that you may set off any amount due and payable under this note against
        any right I have to receive money from you.

      ~Right to receive
        money from you" means:

      (1) any deposit account
        balance I have with you

      (2) any money owed
        to me on an item presented to you or in your possession for collection
        or exchange; and

      (3) any repurchase
        agreement or other nondeposit obligation.

      "Any amount
        due and payable under this note" means the total amount of which
        you are entitled to demand payment under the terms of this note at the
        time you set it off. This total includes any balance the due date for
        which you properly accelerate under this note.

      if my right to receive
        money tom you is also owned by someone who has not agreed to pay this
        note, your right of set-off will apply to my interest in the obligation
        end to any other amounts I could withdraw on my sole request or endorsement,
        Your right of set-off does not apply to an account or other obligation
        where my rights are only as a representative. It also does not apply to
        any Individual Retirement Account or other tax-deferred retirement account.

      

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

      REAL ESTATE OR RESIDENCE
        SECURITY: If this note is secured by real estate or e residence that is
        personal property, the existence of a default end your remedies for such
        a default will be determined by applicable law, by the terms of any separate
        instrument creating the security interest and, to the extent-not prohibited
        by law and not contrary to the terms of the separate security instrument,
        by the "Default” and “Remedies" paragraphs herein.

      DEFAULT: I will be
        in default if any one or more of the following occur: ( 1 ) I fail to
        make a payments on time or in the amount due; (2) I fail to keep the property
        insured, If required; (3)I fail to pay, or keep any promise, on any debt
        or agreement I have with you (4) any other creditor of mine attempts to
        collect any debt I owe him through court proceedings; (5) I die, am declared
        incompetent, make an assignment for the benefit of creditors, or become
        insolvent (either because my liabilities exceed my assets or I am unable
        to pay my debts as they become duo); (6)I make any written statement or
        provide any financial information that is untrue or inaccurate at the
        time it was provided; (7)I do or fail to do something which causes you
        to believe that you will have difficulty collecting the amount I owe you,
        (8) any collateral securing this note is used in a manner or for a purpose
        which threatens confiscation by a legal authority; (9) I change my name
        or assume an additional name without first notifying you before making
        such a change; (10) I fail to plant, cultivate and harvest crops in due
        season if I am a producer of crops; (11) any loan proceeds are used for
        a purpose that will contribute to excessive erosion of highly erodible
        land or to the conversion of wetlands to produce an agricultural commodity,
        as further explained in 7 C.F.R. Part 1940, Subpart G, Exhibit M.

      REMEDIES: If I am
        in default on this note you have, but are not limited to the following
        remedies:

      (1) You may demand
        immediate payment of all I owe you under this

      note (principal,
        accrued unpaid interest and other accrued charges).

      (2) You may set off
        this debt against any right I have to the payment of money from you, subject
        to the terms of the "Set-Off" paragraph herein.

      (3) You may demand
        security, additional security, or additional parties to be obligated to
        pay this note as a condition for not using any other remedy.

      (4) You may refuse
        to make advances to me or allow purchases on credit by me.

      (5) You may use any
        remedy you have under state or federal law.

      By selecting any
        one or more of these remedies you do not give up your right to later use
        any other remedy. By waiving your right to declare an event to be a default,
        you do not waive your right to later consider the event as a default if
        it continues or happens again

      COLLECTION COSTS
        AND ATTORNEY'S FEES: I agree to pay all costs of collection, replevin
        or any other or similar type-of cost if I am In default. In addition,
        if you hire an attorney to collect this note, I also agree to pay any
        tee you incur with such attorney plus court costs except whore prohibited
        by law}. To the extent permitted by the United States bankruptcy Code,
        I also agree to pay the reasonable attorney's fees and costs you incur
        to collect this debt as awarded by any court exercising jurisdiction under
        the Bankruptcy Code.

      WAIVER: I give up
        my rights to require you to do certain things. I will not require you
        to:

      (1) demand payment
        of amounts due (presentment);

      (2) obtain official
        certification of nonpayment (protest); or

      (3) give notice that
        amounts due have not been paid (notice of dishonor}.

      I waive any defenses
        I have based on surety ship or impairment of collateral.

      OBLIGATIONS INDEPENDENT:
        I understand that I must pay this note even if someone else has also agreed
        to pay it (by, for example, signing this form or a separate guarantee
        or endorsement). You may sue me alone, or anyone else who is obligated
        on this note, or any number of us together, to collect this note. You
        may do so without any notice that it has not been paid (notice of dishonor).
        You may without notice release any party to this agreement without releasing
        any other party. If you give up any of your rights, with or without notice,
        it will not affect my duty to pay this note. Any extension of new credit
        to any of us or renewal of this note by all or less than all of us will
        not release me from my duty to pay it. (Of course, you are entitled to
        only one payment in full.) I agree that you may at your option extend
        this note or the debt represented by this note, or any portion of the
        note or debt, from time to time without limit or notice and for any term
        without affecting my liability for payment of the note. I will not assign
        my obligation under this agreement without your prior written approval.
        

      FINANCIAL INFORMATION:
        I agree to provide you, upon request, any financial statement or information
        you may deem necessary. I warrant that the financial statements and information
        I provide to you are or will be accurate, correct and complete.

      NOTICE: Unless otherwise
        required by law, any notice to me shall be given, by delivering it or
        by mailing it by first class mail addressed to me at my last known address.
        My current address is on page t. I agree to inform you in writing of any
        change in my address. I will give any notice to you by mailing it first
        class to your address stated on page 1 of this agreement, or to any other
        address that you have designated.

      

      
      	 DATE
              OF TRANSACTION
	 PRINCIPAL
              ADVANCE
	 BORROWER’S
              INITIALS (not required)
	 PRINCIPAL
              PAYMENTS
	 PRINCIPAL
              BALANCE
	 INTEREST
              RATE
	 INTEREST
              PAYMENTS
	 INTEREST
              PAID THROUGH:

	 
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    GUARANTY

    	 Guarantor
            Name and Address
	 Lender
            Name and Address
	  
	  	  	 Number:
            1294733

	 CHAMPION
            INDUSTIRES, INC.
	 FIRST
            CENTURY BANK, N.A
	 Amount:
            600,075.00

	 2450-90
            1st Avenue
	 500
            Federal Street
	 Date:
            September 9, 2004

	 Huntington,
            WV 25703
	 Bluefield,
            WV 24701
	  


    DATE. The date of
      this Guaranty is 09-09-2004.

                   
      For good and valuable consideration, the receipt and sufficiency of which
      are hereby acknowledged, and to induce Lender (with its participants, successors
      and assigns), at its option, at any time or from time to time to make loans
      or extend other accommodations to or for the account of BOURQUE PRINTING,
      INC. (Borrower) or to engage in any other transactions with Borrower,
      the Guarantor hereby absolutely end unconditionally guarantees to the Lender
      the full and prompt payment when due, whether at maturity or earlier by
      reason of acceleration or otherwise, of the debts, liabilities and obligations
      described as follows: 

    INDEBTEDNESS

  

  
     n  Specific
      Debts. The Guarantor guarantees to Lender the payment and performance of
      the debt, liability or obligation of Borrower to Lender evidenced by or
      arising out of the following: NOTE #1294733 IN THE AMOUNT OF $600,075.00
      DATED 9/9/2004 and any extensions, renewals or replacements thereof (Indebtedness).

  

  
     o  All
      Debts. Except as this Guaranty may otherwise provide, the Guarantor guarantees
      to Lender the payment and performance of each and every debt, liability
      and obligation of every type and description which Borrower may now or at
      any time hereafter owe to Lender (whether such debt, liability or obligation
      now exists or is hereafter created or Incurred, and whether it is or may
      be direct or indirect, due or to become due, absolute or contingent, primary
      or secondary, liquidated or un-liquidated, or joint, several, or joint and
      several; all such debts, liabilities and obligations (Indebtedness). Without
      limitation, this Guaranty includes the following described debt(s):

  

  
    Exclusions.

    

    
       o 
        Guarantor will be liable for $_____________________ of the principal amount
        of the Indebtedness outstanding at default and for all of the accrued
        interest, and the expenses of collection, enforcement or protection of
        Lender's rights and remedies under this Guaranty, including reasonable
        attorneys' fees.

    

    
       o
         Guarantor's liability will not exceed ____________________% of the
        Indebtedness outstanding at default and all of the accrued interest, and
        the expenses of collection, enforcement or protection of Lender’s
        rights and remedies under this Guaranty, including reasonable attorneys'
        fees.

    

    
       o  Indebtedness
        Excludes:

    

  

  
    SECURITY.

  

  
     n
       the Guaranty is unsecured.

  

  
     o  secured
      by_________________________________________________________

  

  
    
      	IL
            AND MD only o CONFESSION OF JUDGMENT.
            If Guarantor defaults, it authorizes any attorney to appear in a court
            of record and confess judgment against it in favor of Lender. The
            confession of judgment may be without process and for any amount due
            on this Guaranty including collection costs and reasonable attorneys'
            Fees.
	PA
              only   o WARRANT
              OF AUTHORITY TO CONFESS JUDGMENT. Upon default, in addition to all
              other remedies and rights available to Lender, by signing below
              Guarantor Irrevocably authorizes the prothonotary, clerk, or any
              attorney to appear in any court of record having Jurisdiction over
              this matter and to confess Judgment against Guarantor at any time
              withou stay of execution. Guarantor waves notice, service of process
              and process. Guarantor agrees and understands that Judgment may
              be confessed against Guarantor for any unpaid principal, accrued
              interest and accrued charges due on this Note, plus collection costs
              and reasonable attorneys' fees up to 15 percent of the Judgment.
              The exercise of the power to confess Judgment will not exhaust this
              warrant of authority to confess Judgment and may be done as often
              as Lender elects. Guarantor further understands that Guarantors
              property may be seized without prior notice to satisfy the debt
              owed. Guarantor knowingly, intentionally, and voluntarily waives
              any and all constitutional rights Guarantor has to pre-deprivation
              notice and hearing under federal and State laws and fully understands
              the consequences of this waiver.

            By signing
              immediately below, Guarantor agrees to the terms of the WARRANT
              OF AUTHORITY TO CONFESS JUDGMENT section.



    

    SIGNATURES.  By
      signing under seal, Guarantor agrees to the terms contained in this Guaranty
      (including those on page 2). Guarantor also acknowledges receipt of a copy
      of this Guaranty. 

    GUARANTOR:

    CHAMPION INDUSTRIES,
      INC.

    Entity Name                              
      (Seal)

    _____________________________________________

    Entity Name                              
      (Seal) 

    _____________________________________________

    Entity Name                              
      (Seal)

    

      

    ADDITIONAL
      PROVISIONS

    The
      Guarantor further acknowledges and agrees with Lender that

    1.
      No act or thing need occur to establish the liability of the Guarantor hereunder,
      and no act or thing, except full payment and discharge of all Indebtedness,
      shall in any way exonerate the Guarantor or modify, reduce, limit or release
      the liability of the Guarantor hereunder.

    2.
      This is an absolute, unconditional and continuing Guaranty of payment of
      the Indebtedness and will continue to be enforceable against the Guarantor,
      whether or not all Indebtedness is paid in full, until this Guaranty is
      revoked by written notice actually resolved by the Lender. Any revocation
      shall not be effective as to any Indebtedness existing or committed to at
      the time of actual receipt of notice by the Lender, or as to any renewals,
      extensions and refinancing thereof.

    The
      Guarantor represents and warrants to the Lender that the Guarantor has a
      direct and; substantial economic interest In Borrower and expects to derive
      substantial benefits therefrom and from any loans and financial accommodations
      resulting from the creation of Indebtedness guaranteed hereby, and that
      this Guaranty is given for a business purpose. The Guarantor agrees to rely
      exclusively on its right to revoke this Guaranty prospectively as to future
      transactions, by written notice actually resolved by Lender if at any time,
      the benefits than being received by the Guarantor In connection with this
      Guaranty are not sufficient to warrant its continuance as a Guarantor as
      to future Indebtedness. Accordingly, the Lender may rely conclusively on
      a continuing warranty, hereby made, that the Guarantor continues to be benefited
      by this Guaranty and that the Lender has no duty to inquire into or confirm
      the receipt of any benefits, and that this Guaranty will be enforceable
      without regard to the receipt, nature or value of any such benefits,

    3.
      If the Guarantor is dissolved or becomes insolvent, however defined, or
      revokes this Guaranty, thon the Lender has the right to declare the full
      amount of all Indebtedness immediately due and payable, and the Guarantor
      will forthwith pay the Lender. If the Guarantor voluntarily commences or
      there is commenced involuntarily against the Guarantor a case under the
      United States Bankruptcy Code, the full amount of all Indebtedness, whether
      duo and payable or unmatured, will become immediately due and payable without
      demand or notice thereof.

    4.
      The Guarantor will be liable for all Indebtedness, without any limitation
      as to amount, plus accrued interest thereon and all attorneys' fees, collection
      costs and enforcement expenses referable thereto. Indebtedness may be created
      and continued in any amount, whether or not in excess of each principal
      amount, without affecting or impairing the liability of the Guarantor hereunder.
      The Lender may apply any sums received by or available to the Lender on
      account of the Indebtedness from Borrower or any other person (except the
      Guarantor, from their properties, out of any collateral security or from
      any other source to payment of the excess. Such application of receipts
      will not reduce, affect or impair the liability of the Guarantor hereunder.
      If the liability of the Guarantor is limited pursuant to the paragraph 4,
      any payment made by the Guarantor under this Guaranty will be effective
      to reduce or discharge its liability only if accompanied by a written transmittal
      document, received by the Lender, advising that such payment is made under
      this Guaranty for that purpose

    5.
      The Guarantor will pay or reimburse the Lender for all costs and expenses
      (including reasonable attorneys' fees and legal expenses) incurred by the
      Lender in connection with the protection, defense or enforcement of this
      Guaranty in any litigation or bankruptcy or Insolvency proceedings.

    6.
      Whether or not any existing relationship between the Guarantor and Borrower
      has been changed or ended and whether or not this Guaranty has been revoked,
      the Lender may, but shall not be obligated to, enter into transactions resulting
      in the creation or continuance of Indebtedness, without any consent or approval
      by the Guarantor and without any notice to the Guarantor. The liability
      of the Guarantor will not be affected or impaired by any of the following
      acts or things (which the Lender is expressly authorized to do, omit or
      suffer from time to time, both before and after revocation of this Guaranty,
      without notice to or approval by the Guarantor): (i) any acceptance of collateral
      security, Guarantor's, accommodation parties or sureties for any or all.
      Indebtedness; (ii) any one or more extensions or renewals of Indebtedness
      (whether or not for longer than the original period) or any modification
      of the interest rates, maturities or other contractual terms applicable
      to any Indebtedness; (iii) any wavier adjustment, forbearance, compromise
      or indulgence granted to Borrower, any delay or lack of diligence in the
      enforcement of Indebtedness, or any failure to institute proceedings, file
      a claim, give any required notices or otherwise protect any Indebtedness,
      (iv) any full or partial release of, settlement with, or agreement not to
      sue, Borrower or any other Guarantor or other person liable in respect of
      any Indebtedness; (v) any discharge of any avoidance of Indebtedness or
      the acceptance of any instrument In renewal thereof or substitution therefore;
      (vi) any failure to obtain collateral security (including rights of setoff)
      for Indebtedness, or to see to the proper or sufficient creation and perfection
      thereof, or to establish the priority thereof, or to protect, insure, or
      enforce any collateral security; or any release, modification, substitution,
      discharge, impairment, deterioration, waste, or loss of any collateral security;
      (vii) any foreclosure or enforcement of any collateral security, (viii)
      any transfer of any Indebtedness or any evidence thereof; (ix) any order
      of application of any payments or credits upon Indebtedness; (x) any election
      by the Lender under § 1111(b)(2) of the United States Bankruptcy Code.

    7.
      The Guarantor waives any and all defenses, claims and discharges of Borrower,
      or any other obligor, pertaining to indebtedness, except the defense of
      discharge by payment in full. Without limiting the generality of the foregoing,
      the Guarantor will not assert, plead or enforce against the Lender any defense
      of waiver, release, estoppel, stature of limitations, res judicata, statute
      of frauds, fraud, forgery, incapacity, minority, usury, illegality, or unenforceability
      which may be available to Borrower or any other person liable in respect
      of any Indebtedness, or any setoff available against the Lender to Borrower
      or any such other person, whether or not on account of a related transaction.
      The Guarantor expressly agrees that the Guarantor will be liable, to the
      fullest extent permitted by applicable law, for any deficiency remaining
      after foreclosure of any mortgage or security interest securing Indebtedness,
      whether or not the liability of Borrower or any other obligor for such deficiency
      is discharged pursuant to statute or Judicial decision. The Guarantor shall
      remain obligated, to the fullest extent permitted by law, to pay such amounts
      as though Borrower's obligations had not been discharged.

    8.
      The Guarantor further agree(s) that Guarantor will be obliged to pay Indebtedness
      even though any other person obligated to pay Indebtedness, including Borrower,
      has such obligation discharged in bankruptcy or otherwise discharged by
      law. "Indebtedness" shall include post-bankruptcy petition Interest
      and attorneys' fees and any other amounts which 80rrowor is discharged from
      paying or which do not accrue to Indebtedness due to Borrower's discharge,
      and Guarantor will be obligated to pay such amounts as fully as if Borrower’s
      obligations had not been discharged.

    9.
      If any payment applied by the Lender to Indebtedness is thereafter sat aside,
      recovered, rescinded or required to be returned for any reason (including,
      without limitation, the bankruptcy, insolvency or reorganization of Borrower
      or any other obligor}, the Indebtedness to which such payment was applied
      will for the purposes of this Guaranty be deemed to have continued in existence,
      notwithstanding such application, and this Guaranty will be enforceable
      as to such Indebtedness as fully as if such application had never been made.

    10.
      The Guarantor waive(s) any claim, remedy or other right which the Guarantor
      may now have or hereafter acquire against Borrower or any other person obligated
      to pay Indebtedness arising out of the creation or performance of the Guarantor's
      obligation under this Guaranty, including. without limitation, any right
      of subrogation, contribution, reimbursement, indemnification, exoneration
      or any right to participate in any claim or remedy the Guarantor may have
      against the Borrower, collateral, or other party obligated for Borrower’s
      debt, whether or not such claim, remedy, or right arises in equity, or under
      contract, statute or common law.

    11.
      The Guarantor waives presentment, demand for payment, notice of dishonor
      or nonpayment, and protest of any instrument evidencing Indebtedness. The
      Lender will not be required first to resort for payment of the Indebtedness
      to Borrower or other person' or their properties, or first to enforce, realize
      upon or exhaust any collateral security for Indebtedness, before enforcing
      this Guaranty.

    12.
      The liability of the Guarantor under this Guaranty is in addition to and
      is cumulative with all other liabilities of the Guarantor to the Lender
      as Guarantor or otherwise, without any limitation as to amount, unless the
      instrument or agreement evidencing or creating such other liability specifically
      provides to the contrary.

    13.
      To induce Lender to enter into the Loan, Guarantor makes these representations
      and warranties for as long as Guaranty is in effect. Guarantor is duly organized,
      validly existing and in good standing under the laws in that Jurisdiction
      where Guarantor was organized and is duly qualified, validly existing and
      in good standing in all jurisdictions in which Guarantor operates or Guarantor
      owns or leases property. Guarantor has the power and authority to enter
      into this transaction and to carry on Guarantor's business or activity as
      now conducted. The execution, delivery and performance of this Guaranty
      and the obligation evidenced by this Guaranty: are within Guarantor's duly
      authorized powers; has received all necessary governmental approval; will
      not violate any provision of law or order of court or governmental agency,
      and will not violate any agreement to which Guarantor is a party or to -
      which Guarantor is or any of Guarantor's property is subject. Other than
      previously disclosed in writing to Lender, Guarantor has not changed Guarantor’s
      name or principal place of business within the last ten years and has not
      used any other trade or fictitious name. Without Lender's prior written
      consent, Guarantor does not and will not use any other name and will preserve
      Guarantor's existing name, trade names and franchises. Guarantor owns or
      leases all property that Guarantor needs to conduct Guarantor's business
      and activities. All of Guarantor's property is free and clear of all liens,
      security interests, encumbrances and other adverse claims and interests,
      except those Lenders previously agreed to in writing. Guarantor is not violating
      any laws, regulations, rules, orders, judgments or decrees applicable to
      Guarantor or Guarantor's property, except for those that Guarantor is challenging
      in good faith through proper proceedings after providing adequate reserves
      to fully pay the claim and its challenge should Guarantor lose.

    14.
      This Guaranty is-effective upon delivery to the Lender, without further
      act, condition or acceptance by the Loner. It will be binding upon the Guarantor
      and the successors and assigns of the Guarantor and will inure to the benefit
      of the Lender and its participants, successors and assigns. Any invalidity
      or unenforceability of any provision or application of this Guaranty will
      not affect other lawful provisions and applicator hereof, and to this end
      the provisions of this Guaranty are declared to be severable. Except as
      allowed by the terms herein, this Guaranty may not be waived, modified,
      amended, terminated, released or otherwise changed except by a writing signed
      by the Guarantor and the Lender. This Guaranty shall be governed by the
      laws of the State in which it is executed. Thom Guarantor waives notice
      of the Lender's acceptance hereof.

    

  

  

  COMMERCIAL
    SECURITY AGREEMENT

    

  	 DEBTOR
          NAME AND ADDRESS   
	 SECURED
          PARTY NAME AND ADDRESS

	 BOURQUE
          PRINTING, INC,
	 FIRST
          CENTURY BANK, N.A.

	 10848
          AIRLINE HIGHWAY
	 600
          FEDERAL STREET

	 BATON
          ROUGE,LA 70816
	 BLUEFIELD,
          WV  24701

	  	  
	 72-0714729
	  
	  	  
	 Type:
          o  individual o partnership
          n corporation o ______________

	 State
          of organization/registration (if applicable) LA___________________

	 o
          lf checked, refer to addendum for additional Debtors and signatures.



   

  The date of this Commercial
    Security Agreement (Agreement) is 09-03-2004.

  SECURED DEBTS.
    This Agreement will secure all sums advanced by Secured Party under the terms
    of this Agreement and the payment and performance of the following described
    SECURED DEBTS that (check one) n Debtor
    o  __________________________________________________________________
    (Borrower) owes to Secured Party: 

  
    n
      Specific debts. The following debts and all extensions, renewals, refinancing,
      modifications, and replacements (describe):LOAN #1294733 IN THE AMOUNT OF
      $600,075.00 DATE 9/9/04

  

  
    o
       All Debts. All present and future debts, even if this Agreement is
      not referenced, the debts are also secured by other collateral, or the future
      debt is unrelated to or of a different type than the current debt. Nothing
      in this Agreement is a commitment to make future loans or advances.

  

  SECURITY INTEREST.
    To secure the payment and performance of the Secured Debts, Debtor gives Secured
    Party a security interest in all of the Property described in this Agreement
    that Debtor owns or has sufficient rights in which to transfer an interest,
    now or in the future, wherever the Property is or will be located, and all
    proceeds and products of the Property. “Property” includes all
    parts, accessories, repairs, replacements, improvements, and accessions to
    the Property; any original evidence of title or ownership; and all obligations
    that support the payment or performance of the Property. “Proceeds”
    includes anything acquired upon the sale, lease, license, exchange, or other
    disposition of the Property; any rights and claims arising from the Property;
    and any collections and distributions on account of the Property. This Agreement
    remains in effect until terminated in writing, even if the Secured Debts are
    paid and Secured Party is no longer obligated to advance funds to Debtor or
    Borrower.

  PROPERTY DESCRIPTION.
    The Property is described as follows:

  
    o
       Accounts and Other Rights to Payment: All rights to payment, whether
      or not earned by performance, including, but not limited to, payment for
      property or services sold, leased, rented, licensed, or assigned. Ibis includes
      any rights and interests (including all liens) which Debtor may have by
      law or agreement against any account debtor or obligor of Debtor.

    o
       Inventory: All inventory held for ultimate sale or lease, or which
      has been or will be supplied under contracts of service, or which are raw
      materials, work in process, or materials used or consumed in Debtor's business.

    o
       Equipment: All equipment including, but not limited to, machinery,
      vehicles, furniture, fixtures, manufacturing equipment, farm machinery and
      equipment, shop equipment, office and record keeping equipment, parts, and
      tools. The Property includes any equipment described in a list or schedule
      Debtor gives to Secured Party, but such a list is not necessary to create
      a valid security interest in all of Debtor's equipment.

    o
       Instruments and Chattel Paper: All instruments, including negotiable
      instruments and promissory notes and any other writings or records that
      evidence the right to payment of a monetary obligation, and tangible and
      electronic chattel paper.

    o
       General Intangibles: All general intangibles including, but not limited
      to, tax refunds, patents and applications for patents, copyrights, trademarks,
      trade secrets, goodwill, trade names, customer lists, permits and franchises,
      payment intangibles, computer programs and all supporting information provided
      in connection with a transaction relating to computer programs, and the
      right to use Debtor's name.

    o
       Documents: All documents of title including, but not limited to, bills
      of lading, dock warrants and receipts, and warehouse receipts.

    o
       Farm Products and Supplies: All farm products including, but not limited
      to, all poultry and livestock and their young, along with their produce,
      products, and replacements; all crops, annual or perennial, and all products
      of the crops; and all feed, seed, fertilizer, medicines, and other supplies
      used or produced in Debtor's farming operations.

    o
       Government Payments and Programs: All payments, accounts, general
      intangibles, and benefits including, but not limited to, payments in kind,
      deficiency payments, letters of entitlement, warehouse receipts, storage
      payments, emergency assistance and diversion payments, production flexibility
      contracts, and conservation reserve payments under any preexisting, current,
      or future federal or state government program.

    o
       Investment Property: AII investment property including, but not 1umited
      to, certificated securities, uncertified securities, securities entitlements,
      securities accounts, commodity contracts, commodity accounts, and financial
      assets.

    o
       Deposit Accounts: All deposit accounts including, but not limited
      to, demand, time, savings, passbook, and similar accounts.

    n
       Specific Property Description: The Property includes, but is not limited
      by, the following (if required, provide real estate description):

    HEIDELBERG PRESS AND
      ACCESSORIES AS Described ON EXHIBIT "A” ATTACHED HERETO AND MADE
      A PART HEREOF

  

  USE OF PROPERTY.
    The Property will be used for o personal
    n business o  agricultural
    o _____________________purposes.

   
  	SIGNATURES.
        Debtor agrees to the terms on pages 1 and 2 of this Agreement and acknowledges
        receipt of a copy of this Agreement.
	DEBTOR    
	SECURED
          PARTY

	BOURQUE PRINTING,
        INC 	 FIRST CENTURY BANK,
        N.A
	________________________ 	________________________ 
	________________________ 	JEFFERY FORLINES


  
 

  GENERAL PROVISIONS. Each
    Debtor's obligations under this Agreement are independent of the obligations
    of any other Debtor. Secured Party may sue each Debtor individually or together
    with any other Debtor. Secured Party may release any part of the Property
    and Debtor will remain obligated under this Agreement. The duties and benefits
    of this Agreement will bind the successors and assigns of Debtor and Secured
    Party. No modification of this Agreement is effective unless made in writing
    and signed by Debtor and Secured Party. Whenever used, the plural includes
    the singular and the singular includes the plural. Time is of the essence.

  APPLICABLE LAW. This
    Agreement is governed by the laws of the state in which Secured Party is located.
    In the event of a dispute, the exclusive forum, venue, add place of jurisdiction
    will be the state in which Secured Party is located, unless otherwise required
    by law. If any provision of this Agreement is unenforceable by law, the unenforceable
    provision will be severed and the remaining provisions will still be enforceable.

  NAME AND LOCATION. Debtor's
    name indicated on page 1 is Debtor's exact legal name. If Debtor is an individual,
    Debtor's address is Debtor's principal residence. If Debtor is not an individual,
    Debtor's address is the location of Debtor's chief executive offices or sole
    place of business. If Debtor is an entity organized and registered under state
    law, Debtor has provided Debtor's state of registration on page 1. Debtor
    will provide verification of registration and location upon Secured Party's
    request. Debtor will provide Secured Party with at least 30 days notice prior
    to any change in Debtor's name, address, or state of organization or registration.

  WARRANTS AND REPRESENTATIONS.
    Debtor has the right authority, and power to enter into this Agreement. The
    execution and delivery of this Agreement will not violate any agreement governing
    Debtor or Debtor's property, or to which Debtor’s a party. Debtor makes
    the following warrants and representations which continue as long as this
    Agreement h in effect:

  (1) Debtor is duly organized
    and validly existing in all jurisdictions in which Debtor does business;

  (2) the execution and
    performance of the terms of this Agreement have been duly authorized, have
    received all necessary governmental approval, and will not violate any provision
    of law or order;

  (3) other than previously
    disclosed to Secured Party, Debtor has not changed Debtor’s name or
    principal place of business within the last 10 years and has not used any
    other trade or fictitious name; and

  (4) Debtor does not and
    will not use any other name without Secured Party's prior written consent.

  Debtor owns all of the
    Property, and Secured Party's claim to the Property is ahead of the claims
    of any other creditor, except as otherwise agreed and disclosed to Secured
    Party prior to any advance on the Secured Debts. The Property has not been
    used for any purpose that would violate any laws or subject the Property to
    forfeiture or seizure.

  DUTIES TOWARD PROPERTY,
    Debtor will protect the Property and Secured Party's interest against any
    competing claim. Except as otherwise agreed, Debtor will keep the Property
    in Debtor's possession at the address indicated on page 1 of this Agreement.
    Debtor will keep the Property in good repair and use the Property only for
    purposes specified on page 1. Debtor will not use the Property in violation
    of any law and will pay all taxes and assessments levied or assessed against
    the Property. Secured Party has the right of reasonable access to inspect
    the Property, including the right to require Debtor to assemble and make the
    Property available to Secured Party. Debtor will immediately notify Secured
    Party of any loss or damage to the Property. Debtor will prepare and keep
    books, records, and accounts about the Property and Debtor's business, to
    which Debtor will allow 5ecured Party reasonable access.

  Debtor will not sell,
    offer to sell, license, lease, or otherwise transfer or encumber the Property
    without Secured Party's prior written consent. Any disposition of the Property
    will violate Secured Party’s rights, unless the Property is inventory
    sold in the ordinary course of business at fair market value. If the Property
    includes chattel paper or instruments, either as original collateral or as
    proceeds of the Property, Debtor will record Secured Party's interest on the
    face of the chattel paper or instruments.

  If the Property includes
    accounts, Debtor will not settle any account for less than the full value,
    dispose of the accounts by assignment, or make any material change in the
    terms of any account without Secured Party's written consent. Debtors will
    collect all accounts in the ordinary course of business, unless otherwise
    required by Secured Party. Debtor will keep the proceeds of the accounts all
    any goods returned to Debtor, in trust for Secured Party and will not commingle
    the proceeds or returned goods with any of Debtor's other property. Secured
    Party has the right to require Debtor to pay Secured Party the fuE1 price
    on any returned items. Secured Party may require account debtors to make payments
    under the accounts directly to Secured Party. Debtor will deliver the accounts
    to Secured Party at Secured Party’s request. Debtor will give Secured
    Party all statements, reports, certificates, list of account debtors (showing
    names, addresses, and amounts owing), invoices applicable to each account,
    and any other data pertaining to the accounts as Secured Party requests.

  If the Property includes
    farm products, Debtor will provide Secured Party with a list of the buyers,
    commission merchants, and selling agents to or through whom Debtor may sell
    the farm products. Debtor authorizes Secured Party to notify any additional
    parties regarding Secured Party's interest in Debtor's farm products, unless
    prohibited by law. Debtor agrees to plant, cultivate, and harvest crops in
    due season. Debtor will be in default if any loan proceeds are used for a
    purpose that will contribute to excessive erosion of highly erodible land
    or to the conversion of wetland to produce or to make possible the production
    of an agricultural commodity, further explained in 7 CFR Part 1940, Subpart
    G, and Exhibit M. If Debtor pledges the Property to Secured Party (delivers
    the Property into the possession or control of Secured Party or a designated
    third party), Debtor will, upon receipt, deliver any proceeds and products
    of the Property to Secured Party. Debtor will provide Secured Party with any
    notices, documents, financial statements, reports, and other information relating
    to the Property Debtor receives as the owner of the Properly.

  PERFECTION OF SECURITY
    INTREST. Debtor authorizes Secured Party to file a financing statement covering
    the Property. Debtor will comply with, facilitate, and otherwise assist Secured
    Party in connection with obtaining possession or control over the Property
    for purposes of perfecting Secured Party's interest under the Uniform Commercial
    Code.

  

  
  INSURANCE. Debtor agrees
    to keep the Property insured against the risks reasonably associated with
    the Property until the Property is released from this Agreement. Debtors will
    maintain this insurance in the amounts Secured Party requires. Debtor may
    choose the insurance company, subject to Secured Party's approval, which will
    not be unreasonably withheld. Debtor will have the insurance provider name
    Secured Party as loss payee on the insurance policy. Debtor will give Secured
    Party and the insurance provider immediate notice of any loss. Secured Party
    may apply the insurance proceeds toward the Secured Debts. Secured Party may
    require additional security as a condition of permitting any insurance proceeds
    to be used to repair or replace the Property. If Secured Party acquires the
    Property in damaged condition, Debtor's rights to any insurance policies and
    proceeds will pass to Secured Party to the extent of the Secured Debts. Debtor
    will immediately notify Secured Party of the cancellation or termination of
    insurance. If Debtor fails to keep the Property insured, or fails to provide
    Secured Party with proof of insurance, Secured Party may obtain insurance
    to protect Secured Party's interest in the Property. The insurance may include
    coverage not originally required of Debtor, may be written by a company other
    than one Debtor would choose, and may be written at a higher rate than Debtor
    could obtain if Debtor purchased the insurance.

  AUTHORITY TO PERFORM.
    Debtor authorizes Secured Party to do anything Secured Party deems reasonably
    necessary to protect the Property and Secured Party's interest in the Property.
    If Debtor fails to perform any of Debtor's duties under this Agreement, Secured
    Party is authorized, without notice to Debtor, to perform the duties or cause
    them to be performed. These authorizations include, but are not limited to,
    permission to pay for the repair, maintenance, and preservation of the Property
    and take any action to realize the value of the Property. Secured Party's
    authority to perform for Debtor des not create an obligation to perform and
    Secured Party's failure to perform will not preclude Secured Party from exercising
    any other rights under the law or this Agreement.

  If Secured Party performs
    for Debtor, Secured Party will use reasonable care. Reasonable care will not
    include any steps necessary to preserve rights against prior Parties or any
    duty to take action in connection with the management of the Property.

  If Secured Party comes
    into possession of the Property, Secured Party will preserve and protect the
    Property to the extent required by law. Secured Party's duty of care with
    respect to the Property will be satisfied if Secured Party exercises reasonable
    care in the safekeeping of the Property or in the selection of a third party
    in possession of the Property.

  Secured Party may enforce
    the obligations of an account debtor or other person obligated on the Property.
    Secured Party may exercise Debtor's rights with respect to the account debtor's
    or other person's obligations to make payment or otherwise render performance
    to Debtor, and enforce any Security interest that secures such obligations.

  PURCHASE MONEY SECURITY
    INTEREST. If the Property includes items purchased with the Secured Debts,
    the Property purchased with the Secured Debts will remain subject to Secured
    Party's security interest until the Secured Debts are paid in full. Payments
    on any non-purchase money loan also secured by this Agreement will not be
    applied to the purchase money loan. Payments on the purchase money loan will
    be applied first to the non-purchase money portion of the loan, if any, and
    then to the purchase money portion in the order h which the purchase money
    Property was acquired. If the purchase money Property was acquired at the
    same time, payments will be applied in the order Secured Party selects. No
    security interest will be terminated by application of this Formula.

  DEFAULT. Debtor will
    be in default if:

  (1) Debtor (or Borrower,
    if not the same) fails to make a payment in full when due;

  (2) Debtor fails to perform
    any condition or keep any covenant on this or any debt or agreement Debtor
    has with Secured Party;

  (3) A default occurs
    under the terms of any instrument or agreement evidencing or pertaining to
    the Secured Debts;

  (4) anything any happens
    that either causes Secured Party to reasonably believe that Secured Party
    will have difficulty in collecting the Secured Debts or significantly impairs
    the value of the Property.

  REMEDIES. After Debtor
    defaults, and after Secured Party gives any legally required notice and opportunity
    to cure the default, Secured Party ready at Secured Party's option do any
    one or more of the following:

  (1) Make all or any part
    of the Secured Debts immediately due and accrue interest at the highest post-maturity
    interest rate;

  (2) Require. Debtor to
    gather the Property and make it available to Secured Pa~ in a reasonable fashion;

  (3) enter upon Debtor's
    premises and take possession of all or any part of Debtor's property for purposes
    of preserving the Property or its value and use and operate Debtor's property
    to protect Secured Party's interest, all without payment or compensation to
    Debtor;

  (4) use any remedy allowed
    by state or federal law, or provided in any agreement evidencing or pertaining
    to the Secured Debts.

  If Secured Party repossesses
    the Property or enforces the obligations of an account debtor, Secured Party
    may keep or dispose of the Property as provided by law. Secured Party will
    apply the proceeds of any collection or disposition first to Secured Party's
    expenses of enforcement, which includes reasonable attorneys' fees and legal
    expenses to the extent not prohibited by law, and then to the Secured Debts.
    Debtor (or Borrower, if not the same) will be liable for the deficiency, if
    any.

  By choosing any one or
    more of these remedies, Secured Par~ does not give up the right to use any
    other remedy. Secured Party does not waive a default by not using a remedy.

  WAIVER. Debtor waives
    all claims for damages caused by Secured Par~'s acts or omissions where Secured
    Party acts in good faith.

  NOTICE AND ADDITIONAL
    DOCUMENTS. Where notice is required, Debtor agrees that 10 days prior written
    notice will be reasonable notice to Debtor under the Uniform Commercial Code.
    Notice to one party is notice to all parties. Debtor agrees to sign, deliver,
    and file any additional documents and certifications Secured Party considers
    necessary to perfect, continue, or preserve Debtor's obligations under this
    Agreement and to confirm Secured Party's lien status on the Property.

  

  

  CROSS-COLLATERALIZATION
    AND CROSS-DEFAULT AGREEMENT

  
               THIS
      CROSS-COLLATERALIZATION AND CROSS-DEFAULT AGREEMENT, made and entered
      into this 9TH day of September, 2004, by and between Champion Industries,
      Inc. (herein "Champion"); Bourque Printing, Inc. herein "Bourque");
      Champion and Bourque, (Collectively "Borrowers"); Champion Industries,
      Inc. as Corporate Guarantor for Bourque (herein "Guarantor");
      and FIRST CENTURY BANK, N.A., ("Lender").

    W
      I N E S S E T H

               WHEREAS,
      as a part of the consideration and as additional security for the "Lender"
      making a loans to "Champion", and "Bourque", the "Lender"
      has required and the "Borrowers and "Guarantor" have agreed
      to enter into this CROSS-COLLATERALIZATION AND CROSSDEFAULT AGREEMENT
      as hereinafter set forth.

               NOW,
      THEREFORE, IN CONSIDERATION of the loans made by "Lender" to "Borrowers",
      the "Borrowers" and "Corporate Guarantor" do hereby
      agree as follows, to-wit:
    

       1.       
        That any default under any other terms and provisions of any one of the
        notes evidencing one of the obligations referred to in paragraph 2. below
        or under any of the terms and provisions of any deed of trust, security
        agreement or guaranty agreement securing any such obligation or in the
        terms and provisions of any Loan Agreement or any other loan documentation
        relating to any such obligation, shall constitute a default under all
        of the notes evidencing all of said obligations, as well as under all
        of the deed(s) of trust, security agreement(s), and/or guaranty agreement(s)
        and/or securing any or all of said obligations and any Loan Agreement(s)
        which govern said obligations, and any such default shall entitle Lender
        to exercise each and every right available to it under each and every
        of said documents, including, but not limited to, the right to foreclose
        against and sell any collateral, whether real or persona, securing any
        of said obligations as if said collateral secured all of said obligations.

      
        2.       
          As of the date of execution this agreement relates to all of the 

          following existing obligations of Borrower:


      
        A. A term debt
          accommodation in the name of Bourque dated September__,

        2004 in the original
          amount of $600,000.00 bearing account number 

        1294733, further
          bearing the Corporate Guarantee of Guarantor.

        B . A term debt
          accommodation in the name of Champion dated April 2,

        2003, in the
          original amount of $450,000.00 bearing account number 

        1393995.

      

       Any such obligation
        includes any and all extensions, renewals, modifications, substitutions,
        replacements, and changes 

      in form thereof,
        which may be effected from time to time between the 

      "Bank"
        and the "Borrowers".

      
        3.       
          Any and all other notes executed by the Borrower to evidence an 
          obligation owing
          to Lender after the date of this agreement are further  

          subject to and governed by the terms contained herein.


      
        4. Execution of
          this Agreement does not in any manner modify or revise any 

          existing loan document.
        
 


    

    
      WITNESS THE FOLLOWING
        SIGNATURES AND SEALS:

      Borrowers:

      Champion Industries,
        Inc.

      BY: s/Todd Fry

      Its CFO

      Bourque Printing,
        Inc.

      BY: s/Todd Fry

      It CFO

      Corporate Guarantor:

      Champion Industries,
        Inc.

      BY: s/Todd Fry

      Its CFO

      Bank:

      FIRST CENTURY BANK,
        N.A.

      BY:________________________

      Its________________________