EXHIBIT 10.2

BUSINESS LOAN AGREEMENT

<TABLE>
<CAPTION>

<S>           <C>         <C>           <C>      <C>   <C>         <C>        <C>  
Principal      Loan Date   Maturity      Loan No  Call  Collateral  Account    Officer Initials
-----------    ---------   ----------    -------  ----  ----------  -------    ----------------
$800,000.00    03-11-1997  03-11-1998    1670145  4     1           JDH        
</TABLE>

References in the shaded area are for Lender's use only and
do not limit the applicability of this document to any particular
loan or item.

Borrower: STATIONERS INC          Lender: FIRST SENTRY BANK
          2540-90 1ST AVENUE              823 EIGHTH STREET
          HUNTINGTON, WV                  P O B0X 2107
                                          HUNTINGTON, WV 25721-2107

THIS BUSINESS LOAN AGREEMENT between STATIONERS
INC ("Borrower") and FIRST SENTRY BANK ("Lender") is made
and executed on the following terms and conditions.
Borrower has received prior commercial loans from
Lender or has applied to Lender for a commercial loan
or loans and other financial accommodations, including
those which may be described on any exhibit or schedule
attached to this Agreement. All such loans and financial
accommodations, together with all future loans and
financial accommodations from Lender to Borrower, are
referred to in this Agreement individually as the "Loan"
and collectively as the "Loans." Borrower understands
and agrees that: (a) in granting, renewing, or extending any
Loan, Lender is relying upon Borrower's representations,
warranties, and agreements, as set forth in this Agreement;
(b) the granting, renewing, or extending of any Loan by
Lender at all times shall be subject to Lender's sole judgment
and discretion; and (c) all such Loans shall be and shall
remain subject to the following terms and conditions of
this Agreement.

TERM.  This Agreement shall be effective as of March 11, 1997,
and shall continue thereafter until all Indebtedness of
Borrower to Lender has been performed in full and the parties
terminate this Agreement in writing.

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

Agreement.  The word "Agreement" means this Business Loan
Agreement, as this Business Loan Agreement may be amended
or modified from time to time, together with all exhibits
and schedules attached to this Business Loan Agreement from
time to time.

Borrower.  The word "Borrower" means STATIONERS INC. The
word "Borrower" also includes, as applicable, all subsidiaries
and affiliates of Borrower as provided below in the paragraph
titled "Subsidiaries and Affiliates."

CERCLA.  The word "CERCLA" means the Comprehensive
Environmental Response, Compensation, and Liability Act
of 1980, as amended.

Collateral.  The word "Collateral" means and includes
without limitation all property and assets granted as
collateral security for a Loan, whether real or personal
property, whether granted directly or indirectly, whether
granted now or in the future, and whether granted in the form
of a security interest, mortgage, deed of trust, assignment,
pledge, chattel mortgage, chattel trust, factor's lien,
equipment trust, conditional sale, trust receipt, lien,
charge, lien or title retention contract, lease or
consignment intended as a security device, or any other
security or lien interest whatsoever, whether created by
law, contract, or otherwise.


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ERISA.  The word "ERISA" means the Employee Retirement
Income Security Act of 1974, as amended.

Event of Default.  The words "Event of Default" mean
and include without limitation any of the Events of
Default set forth below in the section titled "EVENTS
OF DEFAULT."

Grantor.  The word "Grantor" means and includes without
limitation each and all of the persons or entities granting
a Security Interest in any Collateral for the Indebtedness,
including without limitation all Borrowers granting such
a Security Interest.

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

Indebtedness.  The word "Indebtedness" means and includes
without limitation all Loans, together with all other
obligations, debts and liabilities of Borrower to Lender,
or any one or more of them, as well as all claims by Lender
against Borrower, or any one or more of them; whether now
or hereafter existing, voluntary or involuntary, due or not
due, absolute or contingent, liquidated or unliquidated;
whether Borrower may be liable individually or jointly
with others; whether Borrower may be obligated as a guarantor,
surety, or otherwise; whether recovery upon such Indebtedness
may be or hereafter may become barred by any statute of
limitations; and whether such Indebtedness may be or
hereafter may become otherwise unenforceable.

Lender.  The word "Lender" means FIRST SENTRY BANK, its
successors and assigns.

Loan.  The word "Loan" or "Loans" means and includes
without limitation any and all commercial loans and
financial accommodations from Lender to Borrower, whether
now or hereafter existing, and however evidenced, including
without limitation those loans and financial accommodations
described herein or described on any exhibit or schedule
attached to this Agreement from time to time.

Note.  The word "Note" means and includes without
limitation Borrower's promissory note or notes, if any,
evidencing Borrower's Loan obligations in favor of Lender,
as well as any substitute, replacement or refinancing note
or notes therefor.

Permitted Liens . The words "Permitted Liens" mean: (a)
liens and security interests securing Indebtedness owed
by Borrower to Lender; (b) liens for taxes, assessments,
or similar charges either not yet due or being contested
in good faith; (c) liens of material men, mechanics,
warehousemen, or carriers, or other like liens arising in
the ordinary course of business and securing obligations
which are not yet delinquent; (d) purchase money liens or
purchase money security interests upon or in any property
acquired or held by Borrower in the ordinary course of
business to secure indebtedness outstanding on the date
of this Agreement or permitted to be incurred under the
paragraph of this Agreement titled "Indebtedness and Liens";
(e) liens and security interests which, as of the date of
this Agreement, have been disclosed to and approved by
the Lender in writing; and (f) those liens and security
interests which in the aggregate constitute an immaterial
and insignificant monetary amount with respect to the net
value of Borrower's assets.

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

Security Agreement.  The words "Security Agreement" mean
and include without limitation any agreements, promises,
covenants, arrangements, understandings or other agreements,
whether created by law, contract, or otherwise, evidencing,
governing, representing, or creating a Security Interest.



                                     -146-





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Security Interest.  The words "Security Interest" mean and
include without limitation any type of collateral security,
whether in the form of a lien, charge, mortgage, deed of trust,
assignment, pledge, chattel mortgage, chattel trust, factor's
lien, equipment trust, conditional sale, trust receipt, lien
or title retention contract, lease or consignment intended
as a security device, or any other security or lien interest
whatsoever, whether created by law, contract, or otherwise.

SARA.  The word "SARA" means the Superfund Amendments and
Reauthorization Act of 1986 as now or hereafter amended.

CONDITIONS PRECEDENT TO EACH ADVANCE.  Lender's obligation
to make the initial Loan Advance and each subsequent Loan
Advance under this Agreement shall be subject to the
fulfillment to Lender's satisfaction of all of the conditions
set forth in this Agreement and in the Related Documents.

Loan Documents.  Borrower shall provide to Lender in form
satisfactory to Lender the following documents for the Loan:
(a) the Note, (b) Security Agreements granting to Lender
security interests in the Collateral, (c) Financing Statements
perfecting Lender's Security Interests; (d) evidence of
insurance as required below; and (e) any other documents
required under this Agreement or by Lender or its counsel.

Borrower's Authorization.  Borrower shall have provided
in form and substance satisfactory to Lender properly
certified resolutions, duly authorizing the execution
and delivery of this Agreement, the Note and the Related
Documents, and such other authorizations and other
documents and instruments as Lender or its counsel, in
their sole discretion, may require.

Payment of Fees and Expenses.  Borrower shall have paid
to Lender all fees, charges, and other expenses which
are then due and payable as specified in this Agreement
or any Related Document.

Representations and Warranties. The representations and
warranties set forth in this Agreement, in the Related
Documents, and in any document or certificate delivered
to Lender under this Agreement are true and correct.

No Event of Default. There shall not exist at the time
of any advance a condition which would constitute an
Event of Default under this Agreement.

REPRESENTATIONS AND WARRANTIES.  Borrower represents
and warrants to Lender, as of the date of this Agreement,
as of the date of each disbursement of Loan proceeds, as
of the date of any renewal, extension or modification of
any Loan, and at all times any Indebtedness exists:

Organization.  Borrower is a corporation which is duly
organized, validly existing, and in good standing under
the laws of the State of West Virginia and is validly
existing and in good standing in all states in which
Borrower is doing business. Borrower has the full power
and authority to own its properties and to transact the
businesses in which it is presently engaged or presently
proposes to engage. Borrower also is duly qualified as
a foreign corporation and is in good standing in all
states in which the failure to so qualify would have
a material adverse effect on its businesses or financial
condition.

Authorization.  The execution, delivery, and performance
of this Agreement and all Related Documents by Borrower,
to the extent to be executed, delivered or performed by
Borrower, have been duly authorized by all necessary
action by Borrower; do not require the consent or approval
of any other person, regulatory authority or governmental
body; and do not conflict with, result in a violation
of, or constitute a default under (a) any provision of
its articles of incorporation or organization, or bylaws,
or any agreement or other instrument binding upon
Borrower or (b) any law, governmental regulation, court
decree, or order applicable to Borrower.



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<PAGE>

Financial Information.  Each financial statement of
Borrower supplied to Lender truly and completely
disclosed Borrower's financial condition as of the
date of the statement, and there has been no material
adverse change in Borrower's financial condition
subsequent to the date of the most recent financial
statement supplied to Lender. Borrower has no material
contingent obligations except as disclosed in such
financial statements.

Legal Effect.  This Agreement constitutes, and any
instrument or agreement required hereunder to be given
by Borrower when delivered will constitute, legal,
valid and binding obligations of Borrower enforceable
against Borrower in accordance with their respective
terms.

Properties.  Except as contemplated by this Agreement
or as previously disclosed in Borrower's financial
statements or in writing to Lender and as accepted
by Lender, and except for property tax liens for taxes
not presently due and payable, Borrower owns and has
good title to all of Borrower's properties free and
clear of all Security Interests, and has not executed
any security documents or financing statements relating
to such properties. All of Borrower's properties are
titled in Borrower's legal name, and Borrower has not
used, or filed a financing statement under, any other
name for at least the last five (5) years.

Hazardous Substances.  The terms "hazardous waste,"
"hazardous substance," "disposal," "release," and
"threatened release," as used in this Agreement, shall
have the same meanings as set forth in the "CERCLA,"
"SARA," the Hazardous Materials Transportation Act,
49 U.S.C. Section 1801, et seq., the Resource Conservation
and Recovery Act, 42 U.S.C. Section 6901, et seq., or
other applicable state or Federal laws, rules, or
regulations adopted pursuant to any of the foregoing.
Except as disclosed to and acknowledged by Lender in
writing, Borrower represents and warrants that: (a)
During the period of Borrower's ownership of the properties,
there has been no use, generation, manufacture, storage,
treatment, disposal, release or threatened release of
any hazardous waste or substance by any person on, under,
about or from any of the properties. (b) Borrower has
no knowledge of, or reason to believe that there has
been (i) any use, generation, manufacture, storage,
treatment, disposal, release, or threatened release of
any hazardous waste or substance on, under, about or
from the properties by any prior owners or occupants of
any of the properties, or (ii) any actual or threatened
litigation or claims of any kind by any person relating
to such matters. (c) Neither Borrower nor any tenant,
contractor, agent or other authorized user of any of
the properties shall use, generate, manufacture, store,
treat, dispose of, or release any hazardous waste or
substance on, under, about or from any of the properties;
and any such activity shall be conducted in compliance
with all applicable federal, state, and local laws,
regulations, and ordinances, including without limitation
those laws, regulations and ordinances described above.
Borrower authorizes Lender and its agents to enter upon
the properties to make such inspections and tests as
Lender may deem appropriate to determine compliance of
the properties with this section of the Agreement. Any
inspections or tests made by Lender shall be at Borrower's
expense and for Lender's purposes only and shall not be
construed to create any responsibility or liability on
the part of Lender to Borrower or to any other person.
The representations and warranties contained herein are
based on Borrower's due diligence in investigating the
properties for hazardous waste and hazardous substances.
Borrower hereby (a) releases and waives any future claims
against Lender for indemnity or contribution in the event
Borrower becomes liable for cleanup or other costs under
any such laws, and (b) agrees to indemnify and hold
harmless Lender against any and all claims, losses,
liabilities, damages, penalties, and expenses which
Lender may directly or indirectly sustain or suffer
resulting from a breach of this section of the Agreement
or as a consequence of any use, generation, manufacture,
storage, disposal, release or threatened release occurring
prior to Borrower's ownership or interest in the properties,
whether or not the same was or should have been known
to Borrower. The provisions of this section of the
Agreement, including the obligation to indemnify, shall
survive the payment of the Indebtedness and the termination
or expiration of this Agreement and shall not be affected
by Lender's acquisition of any interest in any of the
properties, whether by foreclosure or otherwise.

Litigation and Claims.  No litigation, claim,
investigation, administrative proceeding or similar
action (including those for unpaid taxes) against
Borrower is pending or threatened, and no other event
has occurred which may materially adversely affect
Borrower's financial condition or properties, other
than litigation, claims, or other events, if any, that
have been disclosed to and acknowledged by Lender in writing.



                                     -148-




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Taxes.  To the best of Borrower's knowledge, all tax
returns and reports of Borrower that are or were required
to be filed, have been filed, and all taxes, assessments
and other governmental charges have been paid in full,
except those presently being or to be contested by Borrower
in good faith in the ordinary course of business and
for which adequate reserves have been provided.

Lien Priority.  Unless otherwise previously disclosed
to Lender in writing, Borrower has not entered into
or granted any Security Agreements, or permitted the
filing or attachment of any Security Interests on or
affecting any of the Collateral directly or indirectly
securing repayment of Borrower's Loan and Note, that
would be prior or that may in any way be superior to
Lender's Security Interests and rights in and to such
Collateral.

Binding Effect.  This Agreement, the Note, all Security
Agreements directly or indirectly securing repayment of
Borrower's Loan and Note and all of the Related Documents
are binding upon Borrower as well as upon Borrower's
successors, representatives and assigns, and are legally
enforceable in accordance with their respective terms.

Commercial Purposes.  Borrower intends to use the Loan
proceeds solely for business or commercial related purposes.

Employee Benefit Plans.  Each employee benefit plan as
to which Borrower may have any liability complies in all
material respects with all applicable requirements of law
and regulations, and (i) no Reportable Event nor Prohibited
Transaction (as defined in ERISA) has occurred with respect
to any such plan, (ii) Borrower has not withdrawn from any
such plan or initiated steps to do so, (iii) no steps have
been taken to terminate any such plan, and (iv) there are
no unfunded liabilities other than those previously disclosed
to Lender in writing.

Location of Borrower's Offices and Records.  Borrower's
place of business, or Borrower's Chief executive office,
if Borrower has more than one place of business, is
located at 2540-90 1ST AVENUE, HUNTINGTON, WV. Unless
Borrower has designated otherwise in writing this location
is also the office or offices where Borrower keeps its
records concerning the Collateral.

Information.  All information heretofore or contemporaneously
herewith furnished by Borrower to Lender for the purposes
of or in connection with this Agreement or any transaction
contemplated hereby is, and all information hereafter
furnished by or on behalf of Borrower to Lender will be,
true and accurate in every material respect on the date
as of which such information is dated or certified; and
none of such information is or will be incomplete by
omitting to state any material fact necessary to make such
information not misleading.

Survival of Representations and Warranties.  Borrower
understands and agrees that Lender, without independent
investigation, is relying upon the above representations
and warranties in extending Loan Advances to Borrower.
Borrower further agrees that the foregoing representations
and warranties shall be continuing in nature and shall
remain in full force and effect until such time as Borrower's
Indebtedness shall be paid in full, or until this Agreement
shall be terminated in the manner provided above, whichever
is the last to occur.

AFFIRMATIVE COVENANTS.  Borrower covenants and agrees
with Lender that, while this Agreement is in effect,
Borrower will:

Litigation.  Promptly inform Lender in writing of (a) all
material adverse changes in Borrower's financial condition,
and (b) all existing and all threatened litigation, claims,
investigations, administrative proceedings or similar
actions affecting Borrower or any Guarantor which could
materially affect the financial condition of Borrower or
the financial condition of any Guarantor.



                                     -149-




<PAGE>

Financial Records.  Maintain its books and records in
accordance with generally accepted accounting principles,
applied on a consistent basis, and permit Lender to examine
and audit Borrower's books and records at all reasonable times.

Financial Statements.  Furnish Lender with, as soon as
available, but in no event later than sixty (60) days after
the end of each fiscal year, Borrower's balance sheet and
income statement for the year ended, prepared by Borrower,
and, as soon as available, but in no event later than
thirty (30) days after the end of each fiscal quarter,
Borrower's balance sheet and profit and loss statement
for the period ended, prepared and certified as correct
to the best knowledge and belief by Borrower's chief
financial officer or other officer or person acceptable
to Lender. All financial reports required to be provided
under this Agreement shall be prepared in accordance with
generally accepted accounting principles, applied on a
consistent basis, and certified by Borrower as being true
and correct.

Additional Information.  Furnish such additional information and
statements, lists of assets and liabilities, agings of
receivables and payables, inventory schedules, budgets, forecasts,
tax returns, and other reports with respect to Borrower's
financial condition and business operations as Lender may
request from time to time.

Insurance.  Maintain fire and other risk insurance, public
liability insurance, and such other insurance as Lender may
require with respect to Borrower's properties and operations,
in form, amounts, coverages and with insurance companies
reasonably acceptable to Lender. Borrower, upon request of
Lender, will deliver to Lender from time to time the policies
or certificates of insurance in form satisfactory to Lender,
including stipulations that coverages will not be cancelled
or diminished without at least ten (10) days' prior written
notice to Lender. Each insurance policy also shall include
an endorsement providing that coverage in favor of Lender
will not be impaired in any way by any act, omission or default
of Borrower or any other person. in connection with all
policies covering assets in which Lender holds or is offered
a security interest for the Loans, Borrower will provide
Lender with such loss payable or other endorsements as Lender
may require.

Insurance Reports.  Furnish to Lender, upon request of Lender,
reports on each existing insurance policy showing such
information as Lender may reasonably request, including
without limitation the following: (a) the name of the insurer;
(b) the risks insured; (c) the amount of the policy; (d) the
properties insured; (e) the then current property values on the
basis of which insurance has been obtained, and the manner
of determining those values; and (f) the expiration date of
the policy. In addition, upon request of Lender (however not
more often than annually), Borrower will have an independent
appraiser satisfactory to Lender determine, as applicable,
the actual cash value or replacement cost of any Collateral.
The cost of such appraisal shall be paid by Borrower.

Other Agreements.  Comply with all terms and conditions of all
other agreements, whether now or hereafter existing, between
Borrower and any other party and notify Lender immediately
in writing of any default in connection with any other such
agreements.

Loan Proceeds.  Use all Loan proceeds solely for Borrower's
business operations, unless specifically consented to the
contrary by Lender in writing.

Taxes, Charges and Liens.  Pay and discharge when due all of
its indebtedness and obligations, including without limitation
all assessments, taxes, governmental charges, levies and liens,
of every kind and nature, imposed upon Borrower or its
properties, income, or profits, prior to the date on which
penalties would attach, and all lawful claims that, if unpaid,
might become a lien or charge upon any of Borrower's properties,
income, or profits. Provided however, Borrower will not be required
to pay and discharge any such assessment, tax, charge, levy, lien
or claim so long as (a) the legality of the same shall be contested
in good faith by appropriate proceedings, and (b) Borrower shall
have established on its books adequate reserves with respect to
such contested assessment, tax, charge, levy, lien, or claim in
accordance with generally accepted accounting practices. Borrower,
upon demand of Lender, will furnish to Lender evidence of payment



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of the assessments, taxes, charges, levies, liens and claims and
will authorize the appropriate governmental official to deliver to
Lender at any time a written statement of any assessments, taxes,
charges, levies, liens and claims against Borrower's properties,
income, or profits.

Performance.  Perform and comply with all terms, conditions, and
provisions set forth in this Agreement and in the Related Documents
in a timely manner, and promptly notify Lender if Borrower learns
of the occurrence of any event which constitutes an Event of
Default under this Agreement or under any of the Related Documents.

Operations.  Maintain executive and management personnel with
substantially the same qualifications and experience as the present
executive and management personnel; provide written notice to
Lender of any change in executive and management personnel; conduct
its business affairs in a reasonable and prudent manner and in
compliance with all applicable federal, state and municipal laws,
ordinances, rules and regulations respecting its properties,
charters, businesses and operations, including without limitation,
compliance with the Americans With Disabilities Act and with all
minimum funding standards and other requirements of ERISA and other
laws applicable to Borrower's employee benefit plans.

Inspection.  Permit employees or agents of Lender at any reasonable
time to inspect any and all Collateral for the Loan or Loans and
Borrower's other properties and to examine or audit Borrower's
books, accounts, and records and to make copies and memoranda of
Borrower's books, accounts, and records. If Borrower now or at any
time hereafter maintains any records (including without limitation
computer generated records and computer software programs for the
generation of such records) in the possession of a third party,
Borrower, upon request of Lender, shall notify such party to permit
Lender free access to such records at all reasonable times and to
provide Lender with copies of any records it may request, all at
Borrower's expense.

Compliance Certificate.  Unless waived in writing by Lender, provide
Lender at least annually and at the time of each disbursement of
Loan proceeds with a certificate executed by Borrower's chief
financial officer, or other officer or person acceptable to Lender,
certifying that the representations and warranties set forth in
this Agreement are true and correct as of the date of the
certificate and further certifying that, as of the date of the
certificate, no Event of Default exists under this Agreement.

Environmental Compliance and Reports.  Borrower shall comply in all
respects with all environmental protection federal, state and local
laws, statutes, regulations and ordinances; not cause or permit to
exist, as a result of an intentional or unintentional action or
omission on its part or on the part of any third party, on property
owned and/or occupied by Borrower, any environmental activity where
damage may result to the environment, unless such environmental
activity is pursuant to and in compliance with the conditions of a
permit issued by the appropriate federal, state or local
governmental authorities; shall furnish to Lender promptly and in
any event within thirty (30) days after receipt thereof a copy of
any notice, summons, lien, citation, directive, letter or other
communication from any governmental agency or instrumentality
concerning any intentional or unintentional action or omission on
Borrower's part in connection with any environmental activity
whether or not there is damage to the environment and/or other
natural resources.

Additional Assurances.  Make, execute and deliver to Lender such
promissory notes, mortgages, deeds of trust, security agreements,
financing statements, instruments, documents and other agreements
as Lender or its attorneys may reasonably request to evidence and
secure the Loans and to perfect all Security interests.

NEGATIVE COVENANTS.  Borrower covenants and agrees with Lender that
while this Agreement is in effect, Borrower shall not, without the
prior written consent of Lender:

Indebtedness and Liens.  (a) Except for trade debt incurred in the
normal course of business and indebtedness to Lender contemplated
by this Agreement, create, incur or assume indebtedness for
borrowed money, including capital leases, (b) except as allowed as
a Permitted Lien, sell, transfer, mortgage, assign, pledge, lease,


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grant a security interest in, or encumber any of Borrower's assets,
or (c) sell with recourse any of Borrower's accounts, except to
Lender.

Continuity of Operations.  (a) Engage in any business activities
substantially different than those in which Borrower is presently
engaged, (b) cease operations, liquidate, merge, transfer, acquire
or consolidate with any other entity, change ownership, change its
name, dissolve or transfer or sell Collateral out of the ordinary
course of business, (c) pay any dividends on Borrower's stock
(other than dividends payable in its stock), provided, however that
notwithstanding the foregoing, but only so long as no Event of
Default has occurred and is continuing or would result from the
payment of dividends, if Borrower is a "Subchapter S Corporation"
(as defined in the Internal Revenue Code of 1986, as amended),
Borrower may pay cash dividends on its stock to its shareholders
from time to time in amounts necessary to enable the shareholders
to pay income taxes and make estimated income tax payments to
satisfy their liabilities under federal and state law which arise
solely from their status as Shareholders of a Subchapter S
Corporation because of their ownership of shares of stock of
Borrower, or (d) purchase or retire any of Borrower's outstanding
shares or alter or amend Borrower's capital structure.

Loans, Acquisitions and Guaranties.  (a) Loan, invest in or advance
money or assets, (b) purchase, create or acquire any interest in
any other enterprise or entity, or (c) incur any obligation as
surety or guarantor other than in the ordinary course of business.

CESSATION OF ADVANCES.  If Lender has made any commitment to make
any Loan to Borrower, whether under this Agreement or under any
other agreement, Lender shall have no obligation to make Loan
Advances or to disburse Loan proceeds if: (a) Borrower or any
Guarantor is in default under the terms of this Agreement or any of
the Related Documents or any other agreement that Borrower or any
Guarantor has with Lender; (b) Borrower or any Guarantor becomes
insolvent, files a petition in bankruptcy or similar proceedings,
or is adjudged a bankrupt; (c) there occurs a material adverse
change in Borrower's financial condition, in the financial
condition of any Guarantor, or in the value of any Collateral
securing any Loan; (d) any Guarantor seeks, claims or otherwise
attempts to limit, modify or revoke such Guarantor's guaranty of
the Loan or any other loan with Lender; or (e) Lender in good faith
deems itself insecure, even though no Event of Default shall have
occurred.

RIGHT OF SETOFF.  Borrower grants to Lender a contractual possessory
security interest in, and hereby assigns, conveys, delivers,
pledges, and transfers to Lender all Borrower's right, title and
interest in and to, Borrower's accounts with Lender (whether
checking, savings, or some other account), including without
limitation all accounts held jointly with someone else and all
accounts Borrower may open in the future, excluding however all IRA
and Keogh accounts, and all trust accounts for which the grant of
a security interest would be prohibited by law. Borrower authorizes
Lender, to the extent permitted by applicable law, to charge or
setoff all sums owing on the Indebtedness against any and all such
accounts, and, at Lender's option, to administratively freeze all
such accounts to allow Lender to protect Lender's charge and setoff
rights provided on this paragraph.

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

Default on Indebtedness.  Failure of Borrower to make any payment
when due on the Loans.

Other Defaults.  Failure of Borrower or any Grantor to comply with
or to perform when due any other term, obligation, covenant or
condition contained in this Agreement or in any of the Related
Documents, or failure of Borrower to comply with or to perform any
other term, obligation, covenant or condition contained in any
other agreement between Lender and Borrower.



                                     -152-




<PAGE>

Default in Favor of Third Parties.  Should Borrower or any Grantor
default under any loan, extension of credit, security agreement,
purchase or sales agreement, or any other agreement, in favor of
any other creditor or person that may materially affect any of
Borrower's property or Borrower's or any Grantor's ability to repay
the Loans or perform their respective obligations under this
Agreement or any of the Related Documents.

False Statements.  Any warranty, representation or statement made or
furnished to Lender by or on behalf of Borrower or any Grantor
under this Agreement or the Related Documents is false or
misleading in any material respect at the time made or furnished,
or becomes false or misleading at any time thereafter.

Defective Collateralization.  This Agreement or any of the Related
Documents ceases to be in full force and effect (including failure
of any Security Agreement to create a valid and perfected Security
interest) at any time and for any reason.

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

Creditor or Forfeiture Proceedings.  Commencement of foreclosure or
forfeiture proceedings, whether by judicial proceeding, self-help,
repossession or any other method, by any creditor of Borrower, any
creditor of any Grantor against any collateral securing the
Indebtedness, or by any governmental agency. This includes a
garnishment, attachment, or levy on or of any of Borrower's deposit
accounts with Lender.

Events Affecting Guarantor.  Any of the preceding events occurs with
respect to any Guarantor of any of the Indebtedness or any
Guarantor dies or becomes incompetent, or revokes or disputes the
validity of, or liability under, any Guaranty of the Indebtedness.

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

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

Insecurity.  Lender, in good faith, deems itself insecure.

EFFECT OF AN EVENT OF DEFAULT.  If any Event of Default shall occur,
except where otherwise provided in this Agreement or the Related
Documents, all commitments and obligations of Lender under this
Agreement or the Related Documents or any other agreement
immediately will terminate (including any obligation to make Loan
Advances or disbursements), and, at Lender's option, all
Indebtedness immediately will become due and payable, all without
notice of any kind to Borrower, except that in the case of an Event
of Default of the type described in the "Insolvency" subsection
above, such acceleration shall be automatic and not optional. In
addition, Lender shall have all the rights and remedies provided in
the Related Documents or available at law, in equity, or otherwise.
Except as may be prohibited by applicable law, all of Lender's
rights and remedies shall be cumulative and may be exercised
singularly or concurrently. Election by Lender to pursue any remedy
shall not exclude pursuit of any other remedy, and an election to
make expenditures or to take action to perform an obligation of
Borrower or of any Grantor shall not affect Lender's right to
declare a default and to exercise its rights and remedies.

MISCELLANEOUS PROVISIONS.  The following miscellaneous provisions
are a part of this Agreement:

Amendments.  This Agreement, together with any Related Documents,
constitutes the entire understanding and agreement of the parties
as to the matters set forth in this Agreement. No alteration of or
amendment to this Agreement shall be effective unless given in
writing and signed by the party or parties sought to be charged or
bound by the alteration or amendment.

Applicable Law.  This Agreement has been delivered to Lender and
accepted by Lender in the State of West Virginia. If there is a
lawsuit, Borrower agrees upon Lender's request to submit to the
jurisdiction of the courts of CABELL County, the State of West



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<PAGE>

Virginia. Lender and Borrower hereby waive the right to any jury
trial in any action, proceeding, or counterclaim brought by either
Lender or Borrower against the other. This Agreement shall be
governed by and construed in accordance with the laws of the State
of West Virginia.

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

Consent to Loan Participation.  Borrower agrees and consents to
Lender's sale or transfer, whether now or later, of one or more
participation interests in the Loans to one or more purchasers,
whether related or unrelated to Lender. Lender may provide, without
any limitation whatsoever, to any one or more purchasers, or
potential purchasers, any information or knowledge Lender may have
about Borrower or about any other matter relating to the Loan, and
Borrower hereby waives any rights to privacy it may have with
respect to such matters. Borrower additionally waives any and all
notices of sale of participation interests, as well as all notices
of any repurchase of such participation interests. Borrower also
agrees that the purchasers of any such participation interests will
be considered as the absolute owners of such interests in the Loans
and will have all the rights granted under the participation
agreement or agreements governing the sale of such participation
interests. Borrower further waives all rights of offset or
counterclaim that it may have now or later against Lender or
against any purchaser of such a participation interest and
unconditionally agrees that either Lender or such purchaser may
enforce Borrower's obligation under the Loans irrespective of the
failure or insolvency of any holder of any interest in the Loans.
Borrower further agrees that the purchaser of any such
participation interests may enforce its interests irrespective of
any personal claims or defenses that Borrower may have against
Lender.

Costs and Expenses.  Borrower agrees to pay upon demand all of
Lender's expenses, including without limitation attorneys' fees,
incurred in connection with the preparation, execution,
enforcement, modification and collection of this Agreement or in
connection with the Loans made pursuant to this Agreement. Lender
may pay someone else to help collect the Loans and to enforce this
Agreement, and Borrower will pay that amount. This includes,
subject to any limits under applicable law, Lender's attorneys'
fees and Lender's legal expenses, whether or not there is a
lawsuit, including attorneys' fees for bankruptcy proceedings
(including efforts to modify or vacate any automatic stay or
injunction), appeals, and any anticipated post-judgment collection
services. Borrower also will pay any court costs, in addition to
all other sums provided by law.

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

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



                                     -154-





<PAGE>

Subsidiaries and Affiliates of Borrower.  To the extent the context
of any provisions of this Agreement makes it appropriate, including
without limitation any representation, warranty or covenant, the
word "Borrower" as used herein shall include all subsidiaries and
affiliates of Borrower. Notwithstanding the foregoing however,
under no circumstances shall this Agreement be construed to require
Lender to make any Loan or other financial accommodation to any
subsidiary or affiliate of Borrower.

Successors and Assigns.  All covenants and agreements contained by
or on behalf of Borrower shall bind its successors and assigns and
shall inure to the benefit of Lender, its successors and assigns.
Borrower shall not, however, have the right to assign its rights
under this Agreement or any interest therein, without the prior
written consent of Lender.

Survival.  All warranties, representations, and covenants made by
Borrower in this Agreement or in any certificate or other
instrument delivered by Borrower to Lender under this Agreement
shall be considered to have been relied upon by Lender and will
survive the making of the Loan and delivery to Lender of the
Related Documents, regardless of any investigation made by Lender
or on Lender's behalf.

Time Is of the Essence.  Time is of the essence in the performance
of this Agreement.

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

BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS
BUSINESS LOAN AGREEMENT, AND BORROWER AGREES TO ITS TERMS. THIS
AGREEMENT IS DATED AS OF MARCH 11,1997.

BORROWER:
STATIONERS INC

By:
J. Mac Alderidge, President

LENDER:
FIRST SENTRY BANK
By:

Authorized Officer

LASER PRO, Reg. U.S. Pat. & T.M. Off., ver. 3.24(c) 1997 CFI
ProServices, Inc. All rights reserved. [WV-C40 STATIONE.LN C1.OVL]




                                     -155-





<PAGE>

PROMISSORY NOTE

<TABLE>
<CAPTION>

<S>           <C>         <C>           <C>      <C>   <C>         <C>        <C>  
Principal      Loan Date   Maturity      Loan No  Call  Collateral  Account    Officer Initials
-----------    ---------   ----------    -------  ----  ----------  -------    ----------------
$800,000.00    03-11-1997  03-11-1998    1670145  4     1           JDH        
</TABLE>

References in the shaded area are for Lender's use only and do not
limit the applicability of this document to any particular loan or
item.

Borrower: STATIONERS INC          Lender: FIRST SENTRY BANK
          2540-90 1ST AVENUE              823 EIGHTH STREET
          HUNTINGTON, WV                  P O B0X 2107
                                          HUNTINGTON, WV 25721-2107


Principal Amount: $800,000.00 Initial Rate: 8.250% Date of Note:
March 11,1997

PROMISE TO PAY.  STATIONERS INC. ("Borrower") promises to pay to
FIRST SENTRY BANK ("Lender"), or order, in lawful money of the
United States of America, the principal amount of Eight Hundred
Thousand & 00/100 Dollars ($800,000.00) or so much as may be
outstanding, together with interest on the unpaid outstanding
principal balance of each advance. Interest shall be calculated
from the date of each advance until repayment of each advance.

PAYMENT.  Borrower will pay this loan in one payment of all
outstanding principal plus all accrued unpaid interest on March 11,
1998. In addition, Borrower will pay regular monthly payments of
accrued unpaid interest beginning April 11, 1997, and all
subsequent interest payments are due on the same day of each month
after that. Interest on this Note is computed on a 365/365 simple
interest basis; that is, by applying the ratio of the annual
interest rate over the number of days in a year (366 during leap
years), multiplied by the outstanding principal balance, multiplied
by the actual number of days the principal balance is outstanding.
Borrower will pay Lender at Lender's address shown above or at such
other place as Lender may designate in writing. Unless otherwise
agreed or required by applicable law, payments will be applied
first to accrued unpaid interest, then to principal, and any
remaining amount to any unpaid collection costs and late charges.

VARIABLE INTEREST RATE.  The interest rate on this Note is subject
to change from time to time based on changes in an independent
index which is the prime rate as published in the Money Rate
Section of the Wall Street Journal. If more than one rate is
published, then the highest of the rates will be used (the
"Index"). The Index is not necessarily the lowest rate charged by
Lender on its loans. If the Index becomes unavailable during the
term of this loan, Lender may designate a substitute index after
notice to Borrower. Lender will tell Borrower the current index
rate upon Borrower's request. Borrower understands that Lender may
make loans based on other rates as well. The interest rate change
will not occur more often than each day. The Index currently Is
8.500% per annum. The interest rate to be applied to the unpaid
principal balance of this Note will be at a rate equal to the
Index, resulting in an initial rate of 8.250% per annum. NOTICE:
Under no circumstances will the interest rate on this Note be more
than the maximum rate allowed by applicable law.

PREPAYMENT.  Borrower may pay without penalty all or a portion of
the amount owed earlier than it is due. Early payments will not,
unless agreed to by Lender in writing, relieve Borrower of
Borrower's obligation to continue to make payments of accrued
unpaid interest. Rather, they will reduce the principal balance
due.

LATE CHARGE.  If a payment is 10 days or more late, Borrower will be
charged 5.000% of the regularly scheduled payment or $5.00,
whichever is less.



                                     -156-





<PAGE>

DEFAULT.  Borrower will be in default if any of the following
happens: (a) Borrower fails to make any payment when due. (b)
Borrower breaks any promise Borrower has made to Lender, or
Borrower fails to comply with or to perform when due any other
term, obligation, covenant, or condition contained in this Note or
any agreement related to this Note, or in any other agreement or
loan Borrower has with Lender. (c) Borrower defaults under any
loan, extension of credit, security agreement, purchase or sales
agreement, or any other agreement, in favor of any other creditor
or person that may materially affect any of Borrower's property or
Borrower's ability to repay this Note or perform Borrower's
obligations under this Note or any 9f the Related Documents. (d)
Any representation or statement made or furnished to Lender by
Borrower or on Borrower's behalf is false or misleading in any
material respect either now or at the time made or furnished. (e)
Borrower becomes insolvent, a receiver is appointed for any part of
Borrower's property, Borrower makes an assignment for the benefit
of creditors, or any proceeding is commenced either by Borrower or
against Borrower under any bankruptcy or insolvency laws. (f) Any,
creditor tries to take any of Borrower's property on or in which
Lender has a lien or security interest. This includes a garnishment
of any of Borrower's accounts with Lender. (g) Any guarantor dies
or any of the other events described in this default section occurs
with respect to any guarantor of this Note. (h) A material adverse
change occurs in Borrower's financial condition, or Lender believes
the prospect of payment or performance of the Indebtedness is
impaired. (i) Lender in good faith deems itself insecure.

LENDER'S RIGHTS.  Upon default, Lender may declare the entire unpaid
principal balance on this Note and all accrued unpaid interest
immediately due, without notice, and then Borrower will pay that
amount. Lender may hire or pay someone else to help collect this
Note if Borrower does not pay.

Borrower also will pay Lender that amount. This includes, subject
to any limits under applicable law, Lender's attorneys' fees and
Lender's legal expenses whether or not there is a lawsuit,
including attorneys' fees and legal expenses for bankruptcy
proceedings (including efforts to modify or vacate any automatic
stay or injunction), appeals, and any anticipated post-judgment
collection services. If not prohibited by applicable law, Borrower
also will pay any court costs, in addition to all other sums
provided by law. This Note has been delivered to Lender and
accepted by Lender in the State of West Virginia. If there is a
lawsuit, Borrower agrees upon Lender's request to submit to the
jurisdiction of the courts of CABELL County, the State of West
Virginia. Lender and Borrower hereby waive the right to any jury
trial in any action, proceeding, or counterclaim brought by either
Lender or Borrower against the other. This Note shall be governed
by and construed in accordance with the laws of the State of West
Virginia.

RIGHT OF SETOFF.  Borrower grants to Lender a contractual possessory
security interest in, and hereby assigns, conveys, delivers,
pledges, and transfers to Lender all Borrower's right, title and
interest in and to, Borrower's accounts with Lender (whether
checking, savings, or some other account), including without
limitation all accounts held jointly with someone else and all
accounts Borrower may open in the future, excluding however all IRA
and Keogh accounts, and all trust accounts for which the grant of
a security interest would be prohibited by law. Borrower authorizes
Lender, to the extent permitted by applicable law, to charge or
setoff all sums owing on this Note against any and all such
accounts, and, at Lender's option, to administratively freeze all
such accounts to allow Lender to protect Lender's charge and setoff
rights provided on this paragraph.

LINE OF CREDIT.  This Note evidences a revolving line of credit.
Advances under this Note may be requested either orally or in
writing by Borrower or by an authorized person. Lender may, but
need not, require that all oral requests be confirmed in writing.
All communications, instructions, or directions by telephone or
otherwise to Lender are to be directed to Lender's office shown
above. The following party or parties are authorized to request
advances under the line of credit until Lender receives from
Borrower at Lender's address shown above written notice of
revocation of their authority: J. Mac Alderidge, President;
Marshall T. Reynolds, Chairman; and Gregory Adkins, Vice President.
Borrower agrees to be liable for all sums either: (a) advanced in
accordance with the instructions of an authorized person or (b)
credited to any of Borrower's accounts with Lender. The unpaid
principal balance owing on this Note at any time may be evidenced
by endorsements on this Note or by Lender's internal records,
including daily computer print-outs. Lender will have no obligation
to advance funds under this Note if: (a) Borrower or any guarantor
is in default under the terms of this Note or any agreement that



                                     -157-





<PAGE>

Borrower or any guarantor has with Lender, including any agreement
made in connection with the signing of this Note; (b) Borrower or
any guarantor ceases doing business or is insolvent; (c) any
guarantor seeks, claims or otherwise attempts to limit, modify or
revoke such guarantor's guarantee of this Note or any other loan
with Lender; (d) Borrower has applied funds provided pursuant to
this Note for purposes other than those authorized by Lender; or
(e) Lender in good faith deems itself insecure under this Note or
any other agreement between Lender and Borrower.

GENERAL PROVISIONS.  Lender may delay or forgo enforcing any of its
rights or remedies under this Note without losing them. Borrower
and any other person who signs, guarantees or endorses this Note,
to the extent allowed by law, waive presentment, demand for
payment, protest and notice of dishonor. Upon any change in the
terms of this Note, and unless otherwise expressly stated in
writing, no party who signs this Note, whether as maker, guarantor,
accommodation maker or endorser, shall be released from liability.
All such parties agree that Lender may renew or extend (repeatedly
and for any length of time) this loan, or release any party or
guarantor or collateral; or impair, fail to realize upon or perfect
Lender's security interest in the collateral; and take any other
action deemed necessary by Lender without the consent of or notice
to anyone. *All such parties also agree that Lender may modify this
loan without the consent of or notice to anyone other than the
party with whom the modification is made.

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

BORROWER:

STATIONERS INC

By:


J. Mac Alderidge, President

Variable Rate. Line of Credit. LASER PRO, Reg. U.S. Pat. & T.M.
Off., Ver. 3.24(c) 1997 OFI ProServices, Inc. All rights reserved.
[WV-D20 STATIONE.LN C1.OVL]


                             -158-