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 toall 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: |
|----------------------------------|--------------------------------|-------------------------------------------------------|---------------------------------|--------------------------------|----------------------------|--------------------------------|-------------------------------------|
|                             | $                              |                                                  | $                               | $                              | %                          | $                              |                                |
|                             | $                              |                                                  | $                               | $                              | %                          | $                              |                                |
|                             | $                              |                                                  | $                               | $                              | %                          | $                              |                                |
|                             | $                              |                                                  | $                               | $                              | %                          | $                              |                                |
|                             | $                              |                                                  | $                               | $                              | %                          | $                              |                                |
|                             | $                              |                                                  | $                               | $                              | %                          | $                              |                                |
|                             | $                              |                                                  | $                               | $                              | %                          | $                              |                                |
|                             | $                              |                                                  | $                               | $                              | %                          | $                              |                                |
|                             | $                              |                                                  | $                               | $                              | %                          | $                              |                                |
|                             | $                              |                                                  | $                               | $                              | %                          | $                              |                                |
|                             | $                              |                                                  | $                               | $                              | %                          | $                              |                                |

##### 

 

----

**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").

WINESSETH

           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________________________