<PAGE>

                                 Exhibit Section
                                 Exhibit (10.4)





BORROWER: CHAMPION INDUSTRIES, INC.           LENDER: COMMUNITY TRUST BANK, N.A.
          (TIN: 55-0717455)                           MAIN OFFICE
          P.O. BOX 2968                               346 NORTH MAYO TRAIL
          HUNTINGTON, WV  25728-2968                  P.O. BOX 2947
                                                      PIKEVILLE, KY  41502-2947


                                                                    EXHIBIT 10.4

                                 PROMISSORY NOTE


PRINCIPAL AMOUNT: $315,665.00

INITIAL RATE: 7.50%                                 DATE OF NOTE: APRIL 27, 2001

PROMISE TO PAY. CHAMPION INDUSTRIES, INC. ("Borrower") promises to pay to
COMMUNITY TRUST BANK, N.A. ("Lender"), or order, in lawful money of the United
States of America, the principal amount of Three Hundred Fifteen Thousand Six
Hundred Sixty Five & 00/100 Dollars ($315,665.00), together with interest on the
unpaid principal balance from April 27, 2001, until paid In full.

PAYMENT. Subject to any payment changes resulting from changes in the Index,
Borrower will pay this loan in 59 principal payments of $5,261.00 each and one
final principal and interest payment of $5,300.01. Borrower's first principal
payment is due May 27, 2001, and all subsequent principal payments are due on
the same day of each month after that. In addition, Borrower will pay regular
monthly payments of all accrued unpaid interest due as of each payment date,
beginning May 27, 2001, with all subsequent interest payments to be due on the
same day of each month after that. Borrower's final payment due April 27, 2006,
will be for all principal and all accrued interest not yet paid. 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. The annual interest rate for this Note
is computed on a 365/360 basis; that is, by applying the ratio of the annual
interest rate over a year of 360 days, multiplied by the outstanding principal
balance, multiplied by the actual number of days the principal balance is
outstanding. Borrower will pay Lender at Lender's address shown above or at such
other place as Lender may designate in writing.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from
time to time based on changes in an independent index which is the Highest Prime
Rate most recently published in "The Wall Street Journal's money rates column"
as the base rate on corporate loans at large U.S. money center commercial banks
(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. The interest rate
change will not occur more often than each day, [Any change in the Prime Rate
shall be effective as of the day on which the change is announced to become
effective]. Borrower understands that Lender may make loans based on other rates
as well. The Index currently is 7.500% 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 7.500% 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
under the payment schedule. Rather, early payments will reduce the principal
balance due and may result in Borrower's making fewer payments. Borrower agrees
not to send Lender payments marked "paid in full", "without recourse", or
similar language. If Borrower sends such a payment, Lender may accept it without
losing any of Lender's rights under this Note, and Borrower will remain
obligated to pay any further amount owed to Lender. All written communications
concerning disputed amounts, including



                                Exhibit (10.4)-p1

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                                 Exhibit Section
                                 Exhibit (10.4)


any check or other payment instrument that indicates that the payment
constitutes "payment in full" of the amount owed or that is tendered with other
conditions or limitations or as full satisfaction of a disputed amount must be
mailed or delivered to: Community Trust Bank, N.A., P.O. Box 2947 Pikeville, KY
41502-2947.

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

INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final
maturity, Lender, at its option, may, if permitted under applicable law,
increase the variable interest rate on this Note to 2.000 percentage points over
the Index. The interest rate will not exceed the maximum rate permitted by
applicable law.

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

    PAYMENT DEFAULT. Borrower fails to make any payment when due under this
    Note.

    OTHER DEFAULTS. Borrower fails to comply with or to perform any other term,
    obligation, covenant or condition contained in this Note or in any of THE
    RELATED DOCUMENTS OR TO COMPLY with or to perform any term, obligation,
    covenant or condition contained in any other agreement between Lender and
    Borrower.

    DEFAULT IN FAVOR OF THIRD PARTIES. Borrower or any Grantor 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 obligation under this Note or any
    of the related documents.

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

    INSOLVENCY. The dissolution or termination of Borrower's existence as a
    going business, the insolvency 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 proceedings, self-help,
    repossession or any other method, by any creditor of Borrower or by any
    governmental agency against any collateral securing the loan. This includes
    a garnishment of any of Borrower's accounts, including deposit accounts,
    with Lender. However, this Event of Default shall not apply if there is a
    good faith dispute by Borrower as to the validity or reasonableness of the
    claim which is the basis of the creditor or forfeiture proceeding and if
    Borrower gives Lender written notice of the creditor or forfeiture
    proceeding and deposits with Lender monies or a surety bond for the creditor
    or forfeiture proceeding, in an amount determined by Lender, in its sole
    discretion, as being an adequate reserve or bond for the dispute.

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

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

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

    INSECURITY. Lender in good faith believes itself insecure.

    CURE PROVISIONS. If any default, other than a default in payment is curable
    and if Borrower has not been given a notice of a breach of the same
    provision of this Note within the preceding twelve (12) months, it may be
    cured (and no event of default will



                                Exhibit (10.4)-p2

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                                 Exhibit Section
                                 Exhibit (10.4)


    have occurred) if Borrower, after receiving written notice from Lender
    demanding cure of such default: (1) cures the default within ten (10) days;
    or (2) if the cure requires more than ten (10) days, immediately initiates
    steps which Lender deems in Lender's sole discretion to be sufficient to
    cure the default and thereafter continues and completes all reasonable and
    necessary steps sufficient to produce compliance as soon as reasonably
    practical.

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

ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect
this Note if Borrower does not pay. Borrower will pay Lender that amount. This
includes, subject to any limits under applicable law, Lender's reasonable
attorneys' fees and Lender's legal expenses whether or not there is a lawsuit,
including reasonable attorneys' fees and legal expenses for bankruptcy
proceedings (including efforts to modify or vacate any automatic stay or
injunction), and appeals. If not prohibited by applicable law, Borrower also
will pay any court costs, in addition to all other sums provided by law.

JURY WAIVER. 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.

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

CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to
submit to the jurisdiction of the courts of Pike County, Commonwealth of
Kentucky.

DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $20.00 if Borrower
makes a payment on Borrower's loan and the check or preauthorized charge with
which Borrower pays is later dishonored.

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

COLLATERAL. Borrower acknowledges this Note is secured by Equipment.

INTEREST INCREASE. THIS NOTE'S INTEREST RATE WILL BE INCREASED BY 2% PER ANNUM
IF ANY PAYMENT IS NOT RECEIVED WITHIN 30 DAYS OF ITS DUE DATE.

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

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, 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 ban 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. The obligations
under this Note are joint and several.

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



                                Exhibit (10.4)-p3

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                                 Exhibit Section
                                 Exhibit (10.4)


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

BORROWER:

CHAMPION INDUSTRIES, INC.

By:

X /S/  Toney K. Adkins
  --------------------
Toney K. Adkins, VICE-PRESIDENT of CHAMPION
INDUSTRIES, INC.



COUNTY OF: Cabell
           ------

STATE OF: West Virginia
          -------------

    The foregoing Promissory Note was hereby acknowledged before me this 27th
day of April 2001, by Toney K. Adkins, Vice President, on behalf of Champion
Industries, Inc., a West Virginia corporation.

                                                   /S/ James J. Hatfield
                                                   ---------------------
                                                     NOTARY PUBLIC

My Commission Expires: May 10, 2005
                       ------------




                                Exhibit (10.4)-p4

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                                 Exhibit Section
                                 Exhibit (10.4)


BORROWER: CHAMPION INDUSTRIES, INC.             LENDER: COMMUNITY TRUST BANK
          (TIN: 55-0717055)                             MAIN OFFICE
          P.O. BOX 2968                                 346 NORTH MAYO TRAIL
          HUNTINGTON, WV 25728-2968                     P.O. BOX 2947
                                                        PIKEVILLE, KY 41502-2947
CORPORATION: INTERFORM CORPORATION
             (TIN: 25-1158769)
             P.O. BOX A
             BRIDGEVILLE, PA 15017


                                                                    EXHIBIT 10.4

                    CORPORATE RESOLUTION TO GRANT COLLATERAL


PRINCIPAL AMOUNT: $315,665.00

INITIAL RATE: 7.500%                                DATE OF NOTE: APRIL 27, 2001

I, THE UNDERSIGNED, DO HEREBY CERTIFY THAT:

THE CORPORATION'S EXISTENCE. The complete and correct name of the Corporation is
INTERFORM CORPORATION ("Corporation"). The Corporation is a corporation for
profit which is, and at all times shall be, duly organized, validly existing,
and in good standing under and by virtue of the laws of the Commonwealth of
Pennsylvania. The Corporation is duly authorized to transact business in all
other states in which the Corporation is doing business, having obtained all
necessary filings, governmental licenses and approvals for each state in which
the Corporation is doing business. Specifically, the Corporation is, and at all
times shall be, duly qualified as a foreign corporation in all states in which
the failure to so qualify would have a material adverse effect on its business
or financial condition. The Corporation has the full power and authority to own
its properties and to transact the business in which it is presently engaged or
presently proposes to engage. The Corporation maintains an office at MAYVIEW
ROAD, BRIDGEVILLE, PA 15017. Unless the Corporation has designated otherwise in
writing, the principle office is the office at which the Corporation keeps its
books and records. The Corporation will notify Lender of any change in the
location of the Corporation's principle office. The Corporation shall do all
things necessary to preserve and to keep in full force and effect its existence,
rights and privileges, and shall comply with all regulations, rules, and
ordinances, statutes, orders and decrees of any governmental or
quasi-governmental authority or court applicable to the Corporation and the
Corporation's business activities.

RESOLUTIONS ADOPTED. At a meeting of the Directors of the Corporation, or if the
Corporation is a close corporation having no Board of Directors then at a
meeting of the Corporation's shareholders, duly called and held on April 27,
2001, at which a quorum was present and voting, or by other duly authorized
action in lieu of a meeting, the resolutions set forth in this Resolution were
adopted.

OFFICERS. The following named persons are officers of INTERFORM CORPORATION:
TONEY K. ADKINS Vice-President /S/ Toney K. Adkins
                               -------------------
JANET CARTER Secretary         /S/ Janet Carter
                               ----------------

ACTIONS AUTHORIZED. Any one (1) of the authorized persons listed above may enter
into any agreements of any nature with Lender, and those agreements will bind
the Corporation. Specifically, but without limitation, any one (1) of such
authorized persons are authorized, empowered, and directed to do the following
for and on behalf of the Corporation:

    GRANT SECURITY. To mortgage, pledge, transfer, endorse, hypothecate, or
    otherwise encumber and deliver to Lender any property now or hereafter
    belonging to the Corporation or in which the Corporation now or hereafter
    may have an interest, including without limitation all real property and all
    personal property (tangible or intangible) of the Corporation, as security
    for the



                                Exhibit (10.4)-p5

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                                 Exhibit Section
                                 Exhibit (10.4)


    payment of any loans, any promissory notes, or any other or further
    indebtedness of CHAMPION INDUSTRIES, INC. to Lender at any time owing,
    however the same may be evidenced. Such property may be mortgaged, pledged,
    transferred, endorsed, hypothecated or encumbered at the time such loans are
    obtained or such indebtedness is incurred, or at any other time or times,
    and may be either in addition to or in lieu of any property theretofore
    mortgaged, pledged, transferred, endorsed, hypothecated or encumbered. The
    provisions of this Resolution authorizing or relating to the pledge,
    mortgage, transfer, endorsement, hypothecation, granting of a security
    interest in, or in any way encumbering, the assets of the Corporation shall
    include, without limitation, doing so in order to lend collateral security
    for the indebtedness, now or hereafter existing, and of any nature
    whatsoever, of CHAMPION INDUSTRIES, INC. to Lender. The Corporation has
    considered the value to itself of lending collateral in support of such
    indebtedness, and the Corporation represents to Lender that the Corporation
    is benefited by doing so.

    EXECUTE SECURITY DOCUMENTS. To execute and deliver to Lender the forms of
    mortgage, deed of trust, pledge agreement, hypothecation agreement, and
    other security agreements and financing statements which Lender may require
    and which shall evidence the terms and conditions under and pursuant to
    which such liens and encumbrances, or any of them, are given; and also to
    execute and deliver to Lender any other written instruments, any chattel
    paper, or any other collateral, of any kind or nature, which Lender may deem
    necessary or proper in connection with or pertaining to the giving of the
    liens and encumbrances. Notwithstanding the foregoing, any one of the above
    authorized persons may execute, deliver, or record financing statements.

    FURTHER ACTS. To do and perform such other acts and things and to execute
    and deliver such other documents and agreements, INCLUDING AGREEMENTS
    WAIVING THE RIGHT TO A TRIAL BY JURY, as the officers may in their
    discretion deem reasonably necessary or proper in order to carry into effect
    the provisions of this Resolution.

ASSUMED BUSINESS NAMES. The Corporation has filed or recorded all documents or
filings required by law relating to all assumed business names used by the
Corporation. Excluding the name of the Corporation, the following is a complete
list of all assumed business names under which the Corporation does business:
NONE.

NOTICES TO LENDER. The Corporation will promptly notify Lender in writing at
Lender's address shown above (or such other addresses as Lender may designate
from time to time) prior to any (A) change in the Corporation's name; (B) change
in the Corporation's assumed business name(s); (C) change in the management of
the corporation; (D) change in the authorized signer(s); (E) change in the
Corporation's principal office address; (F) conversion of the Corporation to a
new or different type of business entity; or (G) change in any other aspect of
the Corporation that directly or indirectly relates to any agreements between
the Corporation and Lender. No change in the Corporation's name will take effect
until after Lender has been notified.

CERTIFICATION CONCERNING OFFICERS AND RESOLUTIONS. The officers named above are
duly elected, appointed, or employed by or for the Corporation, as the case may
be, and occupy the positions set opposite their respective names. This
Resolution now stands of record on the books of the Corporation, is in full
force and effect, and has not been modified or revoked in any manner whatsoever.

NO CORPORATE SEAL. The Corporation has no corporate seal, and therefore, no seal
is affixed to this Resolution.

CONTINUING VALIDITY. Any and all acts authorized pursuant to this Resolution and
performed prior to the passage of this Resolution are hereby ratified and
approved. This resolution shall be continuing, shall remain in full force and
effect and Lender may rely on it until written notice of its revocation shall
have been delivered to and received by Lender at Lender's address shown above
(or such addresses as Lender may designate from time to time). Any such notice
shall not affect any of the Corporation's agreements or commitments in effect at
the time notice is given.



                                Exhibit (10.4)-p6

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                                 Exhibit Section
                                 Exhibit (10.4)


IN TESTIMONY WHEREOF, I have hereunto set my hand and attest that the signatures
set opposite the names listed above are their genuine signatures.

I have read all the provisions of this Resolution, and I personally and on
behalf of the Corporation certify that all statements and representations made
in this Resolution are true and correct. This Corporate Resolution to Grant
Collateral is dated April 27, 2001. THIS RESOLUTION IS GIVEN UNDER SEAL AND IT
IS INTENDED THAT THIS RESOLUTION IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF
A SEALED INSTRUMENT ACCORDING TO LAW.

                                                   CERTIFIED TO AND ATTESTED BY:

                                                      X /S/ Janet Carter (Seal)
                                                        ----------------
                                                     Janet Carter, Secretary




                                Exhibit (10.4)-p7

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                                 Exhibit Section
                                 Exhibit (10.4)


CORPORATION: CHAMPION INDUSTRIES, INC.        LENDER: COMMUNITY TRUST BANK, N.A.
             (TIN: 55-0717455)                        MAIN OFFICE
             P.O. BOX 2968                            346 NORTH MAYO TRAIL
             HUNTINGTON, WV 25728-2968                P.O. BOX 2947
                                                      PIKEVILLE, KY 41502-2947


Corporate Resolution To Borrow


                                                   PRINCIPAL AMOUNT: $315,665.00

Initial Rate: 7.500%                                Date of Note: April 27, 2001

I, THE UNDERSIGNED, DO HEREBY CERTIFY THAT:

THE CORPORATION'S EXISTENCE. The complete and correct name of the Corporation is
CHAMPION INDUSTRIES, INC. ("Corporation"). The Corporation is a corporation for
the profit which is, and at all times shall be, duly organized, validly
existing, and in good standing under and by virtue of the laws of the State of
West Virginia. The Corporation is duly authorized to transact business in all
other states in which the Corporation is doing business, having obtained all
necessary filings, governmental licenses and approvals for each state in which
the Corporation is doing business. Specifically, the Corporation is, and at all
times shall be, duly qualified as a foreign corporation in all states in which
the failure to so qualify would have a material adverse effect on its business
or financial condition. The Corporation has the full power and authority to own
its properties and to transact the business in which it is presently engaged or
presently proposes to engage. The Corporation maintains its principle office at
2450-90 First Avenue, Huntington, WV 25703. Unless the Corporation has
designated otherwise in writing, this is the principle office at which the
Corporation keeps its books and records. The Corporation will notify Lender of
any change in the location of the Corporation's principle office. The
Corporation shall do all things necessary to preserve and to keep in full force
and effect its existence, rights, and privileges, and shall comply with all
regulations, rules, ordinances, statutes, orders and decrees of any governmental
or quasi-governmental authority or court applicable to the Corporation and the
Corporation's business activities.

RESOLUTIONS ADOPTED. At a meeting of the Directors of the Corporation, or if the
Corporation is a close corporation having no Board of Directors then at a
meeting of the Corporation's shareholders, duly called and held on April 27,
2001, at which a quorum was present and voting, or by other duly authorized
action in lieu of a meeting, the resolutions set forth in this Resolution were
adopted.

OFFICERS. The following named persons are officers of CHAMPION INDUSTRIES, INC.:
Marshall T. Reynolds, Chairman of the Board /S/ Marshall T. Reynolds
                                            ------------------------
Toney Adkins, Vice President                /S/ Toney Adkins
                                            ----------------
Janet Carter, Asst. Secretary               /S/ Janet Carter
                                            ----------------

ACTIONS AUTHORIZED. Any one (1) of the authorized persons listed above may enter
into any agreements of any nature with Lender, and those agreements will bind
the Corporation. Specifically, but without limitation, any one (1) of such
authorized persons are authorized, empowered, and directed to do the following
for and on behalf of the Corporation:

    BORROW MONEY. To borrow, as a cosigner of otherwise, from time to time form
    Lender, on such terms as may be agreed upon between the Corporation and
    Lender, such sum or sums of money as in their judgment should be borrowed;
    however, not exceeding at any one time the amount of Three Hundred Fifteen
    Thousand Six Hundred Sixty Five & 00/100 Dollars ($315,665.00), in addition
    to such sum or sums of money as may be currently borrowed by the Corporation
    from Lender.

    EXECUTE NOTES. To execute and deliver to Lender the promissory note or
    notes, or other evidence of the Corporation's credit accommodations, on
    Lender's forms, at such rates of interest and on such terms as may be agreed
    upon, evidencing the sums of money so borrowed or any of the Corporation's
    indebtedness to Lender and also to execute and deliver to Lender one or more



                                Exhibit (10.4)-p8

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                                 Exhibit Section
                                 Exhibit (10.4)


    renewals, extensions, modifications, refinancings, consolidations, or
    substitutes for one or more of the notes, any portion of the notes, or any
    other evidence of credit accommodations.

    EXECUTIVE SECURITY DOCUMENTS. To execute and deliver to Lender the forms of
    mortgage, deed of trust, pledge agreement, hypothecation agreement, and
    other security agreements and financing statements which Lender may require
    and which shall evidence the terms and conditions under and pursuant to
    which such liens and encumbrances, or any of them, are given; and also to
    execute and deliver to Lender any other written instruments, any chattel
    paper, or any other collateral, of any kind or nature, which Lender may deem
    necessary or proper in connection with or pertaining to the giving of the
    liens and encumbrances. Notwithstanding the foregoing, any one of the above
    authorized persons may execute, deliver, or record financing statements.

    NEGOTIATE ITEMS. To draw, endorse, and discount with Lender all drafts,
    trade acceptances, promissory notes, or other evidences of indebtedness
    payable to or belonging to the Corporation or in which the Corporation may
    have an interest, and either to receive cash for the same or to cause such
    proceeds to be credited to the Corporation's account with Lender, or to
    cause such other disposition of the proceeds derived therefrom as they may
    deem advisable.

    FURTHER ACTS. In the case of lines of credit, to designate additional or
    alternative individuals as being authorized to request advances under such
    lines, and in all cases, to do and perform such other acts and things, to
    pay any and all fees and costs, and to pay any and all fees and costs, and
    to execute and deliver such other documents and agreements, including
    agreements waiving the right to a trial by jury, as the officers may in
    their discretion deem reasonably necessary or proper in order to carry into
    effect the provisions of this resolution.

ASSUMED BUSINESS NAMES. The Corporation has filed or recorded all documents or
filings required by law relating to all assumed business names used by the
Corporation. Excluding the names of the Corporation, the following is a complete
list of all assumed business names under which the Corporation does business:
None.

NOTICES TO LENDER. The Corporation will promptly notify Lender in writing at
Lender's address shown above (or such other addresses as Lender may designate
from time to time) prior to any (A) change in the Corporation's name; (B) change
in the Corporation's assumed business name(s); (C) change in the management of
the corporation; (D) change in the authorized signer(s); (E) change in the
Corporation's principal office address; (F) conversion of the Corporation to a
new or different type of business entity; or (G) change in any other aspect of
the Corporation that directly or indirectly relates to any agreements between
the Corporation and Lender. No change in the Corporation's name will take effect
until after Lender has been notified.

CERTIFICATION CONCERNING OFFICERS AND RESOLUTIONS. The officers named above are
duly elected, appointed, or employed by or for the Corporation, as the case may
be, and occupy the positions set opposite their respective names. This
Resolution now stand of record on the books of the Corporation, is in full force
and effect, and has not been modified or revoked in any manner whatsoever.

NO CORPORATE SEAL. The Corporation has no corporate seal, and therefore, no seal
is affixed to this Resolution.

CONTINUING VALIDITY. Any and all acts authorized pursuant to this Resolution and
performed prior to the passage of this Resolution are hereby ratified and
approved. This Resolution shall be continuing, shall remain in full force and
effect and Lender may rely on it until written notice of its revocation shall
have been delivered to and received by Lender at Lender's address shown above
(or such addresses as Lender may designate from time to time). Any such notice
shall not affect any of the Corporation's agreements or commitments in effect at
the time notice is given.




                                Exhibit (10.4)-p9

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                                 Exhibit Section
                                 Exhibit (10.4)


IN TESTIMONY WHEREOF, I have hereunto set my hand and attest that the signatures
set opposite the names listed above are their genuine signatures.

I have read all the provisions of this Resolution, and I personally and on
behalf of the Corporation certify that all statements and representations made
in this Resolution are true and correct. This Corporate Resolution to Borrow is
dated April 27, 2001.

                                                CERTIFIED AND ATTESTED BY:

                                                X /S/ Janet Carter
                                                ------------------
                                                Janet Carter, Asst. Secretary






                               Exhibit (10.4)-p10

<PAGE>

                                 Exhibit Section
                                 Exhibit (10.4)


Borrower: CHAMPION INDUSTRIES, INC.             Lender: COMMUNITY TRUST BANK,
          (TIN: 55-0717455)                             MAIN OFFICE
          P.O. BOX 2968                                 346 NORTH MAYO TRAIL
          HUNTINGTON, WV 25728-2968                     P.O. BOX 2947
                                                        PIKEVILLE, KY 41502-2947

                             BUSINESS LOAN AGREEMENT

PRINCIPAL AMOUNT: $315,665.00

INITIAL RATE: 7.500%                                DATE OF NOTE: APRIL 27, 2001

THIS BUSINESS LOAN AGREEMENT dated April 27, 2001, is made and executed between
CHAMPION INDUSTRIES, INC. ("Borrower") and Community Trust Bank, N.A. ("Lender")
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 or
other financial accommodations, including those which may be described on any
exhibit or schedule attached to this Agreement ("Loan"). 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, and (B) all such Loans shall be and remain subject to the
terms and conditions of this Agreement.

TERM. This Agreement shall be effective as of April 27, 2001, and shall continue
in full force and effect until such time as all of Borrower's Loans in favor of
Lender have been paid in full, including principal, interest, costs, expenses,
attorneys' fees, and other fees and charges, or until April 27, 2006.

CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make the initial
Advance and each subsequent 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 the following documents for
    the Loan: (1) the Note; (2) Security Agreements granting to Lender interests
    in the Collateral; (3) financing statements perfecting Lender's Security
    Interests; (4) evidence of insurance as required below; (5) together with
    all such Related Documents as Lender may require for the Loan; all in form
    and substance satisfactory to Lender and Lender's 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. In addition, Borrower shall have provided such other resolutions,
    authorizations, documents and instruments as Lender or its counsel, 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 or
    under any Related Document.

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 for profit, which is, and at all
    times shall be, duly organized, validly existing, and in good standing under
    and by virtue of the laws of the State of West Virginia. Borrower is duly
    authorized to transact business in



                               Exhibit (10.4)-p11

<PAGE>

                                 Exhibit Section
                                 Exhibit (10.4)


    all other states in which Borrower is doing business, having obtained all
    necessary filings, governmental licenses and approvals for each state in
    which Borrower is doing business. Specifically, Borrower is, and at all
    times shall be, duly qualified as a foreign corporation in all states in
    which the failure to so qualify would have a material adverse effect on its
    business or financial condition. Borrower has the full power and authority
    to own its properties and to transact the business in which it is presently
    engaged or presently proposes to engage. Borrower maintains its principle
    office at 2450-90 First Avenue, Huntington, WV 25703. Unless Borrower has
    designated otherwise in writing, this is the principle office at which
    Borrower keeps its books and records including its records concerning the
    Collateral. Borrower will notify Lender of any change in the location of
    Borrower's principle office. Borrower shall do all things necessary to
    preserve and to keep in full force and effect its existence, rights and
    privileges, and shall comply with all regulations, rules, ordinances,
    statutes, orders and decrees of any governmental or quasi-governmental
    authority or court applicable to Borrower and Borrower's business
    activities.

    ASSUMED BUSINESS NAMES. Borrower has filed or recorded all documents or
    filings required by law relating to all assumed business names used by
    Borrower. Excluding the name of Borrower, the following is a complete list
    of all assumed business names under which Borrower does business: None.

    AUTHORIZATION. Borrower's execution, delivery, and performance of this
    Agreement and all the Related Documents have been duly authorized by all
    necessary action by Borrower and do not conflict with, result in a violation
    of, or constitute a default under (1) any provision of Borrower's articles
    of incorporation or organization, or bylaws, or any agreement or other
    instrument binding upon Borrower or (2) any law, governmental regulation,
    court decree, or order applicable to Borrower or to Borrower's properties.

    FINANCIAL INFORMATION. Each of Borrower's financial statements 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
    Borrower is required to give under this Agreement 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. Except as disclosed to and acknowledged by Lender in
    writing, Borrower represents and warrants that: (1) During the period of
    Borrower's ownership of Borrower's Collateral, there has been no use,
    generation, manufacture, storage, treatment, disposal, release or threatened
    release of any Hazardous Substance by any person on, under, about or from
    any of the Collateral. (2) Borrower has no knowledge of, or reason to
    believe that there has been (a) any breach or violation of any Environmental
    Laws; (b) any use, generation, manufacture, storage, treatment, disposal,
    release or threatened release of any Hazardous Substance on, under, about or
    from the Collateral by any prior owners or occupants of any of the
    Collateral; or (c) any actual or threatened litigation or claims of any kind
    by any person relating to such matters. (3) Neither Borrower nor any tenant,
    contractor, agent or other authorized user of any of the Collateral shall
    use, generate, manufacture, store, treat, dispose of or release any
    Hazardous Substance on, under, about or from any of the Collateral; and any
    such activity shall be conducted in compliance with all applicable federal,
    state, and local laws, regulations, and ordinances, including without
    limitation all Environmental Laws. Borrower authorizes Lender and its agents
    to enter upon the Collateral to make such inspections and tests as Lender
    may deem appropriate to determine compliance of the Collateral 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
    Collateral for hazardous waste and Hazardous Substances. Borrower hereby (1)
    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 (2) 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 of a hazardous waste or substance on the Collateral. The provisions
    of this section of the



                               Exhibit (10.4)-p12

<PAGE>

                                 Exhibit Section
                                 Exhibit (10.4)


    Agreement, including the obligation to indemnify, shall survive the payment
    of the Indebtedness and the termination, expiration or satisfaction of this
    Agreement and shall not be affected by Lender's acquisition of any interest
    in any of the Collateral, 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.

    TAXES. To the best of Borrower's knowledge, all of Borrower's tax returns
    and reports 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 Interest 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 (if any),
    and all Related Documents are binding upon the signers thereof, as well as
    upon their successors, representatives and assigns, and are legally
    enforceable in accordance with their respective terms.

AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, so long
as this Agreement remains in effect, Borrower will:

    NOTICES OF CLAIMS AND LITIGATION. Promptly inform Lender in writing of (1)
    all material adverse changes in Borrower's financial condition, and (2) 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.

    FINANCIAL RECORD. Maintain its books and records in accordance with GAAP,
    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 the following:

        ANNUAL STATEMENTS. As soon as available, but in no event later than
        ninety (90) days after the end of each fiscal year, Borrower's balance
        sheet and income statement for the year ended, compiled by a certified
        public accountant satisfactory to Lender.

        TAX RETURNS. As soon as available, but in no event later than ninety
        (90) days after the applicable filing date for the tax reporting period
        ended, Federal and other governmental tax returns, prepared by a
        certified public accountant satisfactory to Lender.

    All financial reports required to be provided under this Agreement shall be
    prepared in accordance with GAAP, applied on a consistent basis, and
    certified by Borrower as being true and correct.

    ADDITIONAL INFORMATION. Furnish such additional information and statements,
    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, coverage and with
    insurance companies 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 thirty (30)
    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



                               Exhibit (10.4)-p13

<PAGE>

                                 Exhibit Section
                                 Exhibit (10.4)


    policies covering assets in which Lender holds or is offered a security
    interest for the Loans, Borrower will provide Lender with such lender's 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: (1) the
    name of the insurer; (2) the risks insured; (3) the amount of the policy;
    (4) the properties insured; (5) the then current property values on the
    basis of which insurance has been obtained, and the manner of determining
    those values; and (6) 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.

    PERFORMANCE. Perform and comply, in a timely manner, with all terms,
    conditions, and provisions set forth in this Agreement, in the Related
    Documents, and in all other instruments and agreements between Borrower and
    Lender. Borrower shall notify Lender immediately in writing of any default
    in connection with any agreement.

    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.

ENVIRONMENTAL STUDIES. Promptly conduct and complete, at Borrower's expense, all
    such investigations, studies, samplings and testings as may be requested by
    Lender or any governmental authority relative to any substance, or any waste
    or by-product of any substance defined as toxic or a hazardous substance
    under applicable federal, state, or local law, rule, regulation, order or
    directive, at or affecting any property or any facility owned, leased or
    used by Borrower.

    COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS. Comply with all laws, ordinances,
    and regulations, now or hereafter in effect, of all governmental authorities
    applicable to the conduct of Borrower's properties, businesses and
    operations, and to the use or occupancy of the Collateral, including without
    limitation, the Americans With Disabilities Act. Borrower may contest in
    good faith any such law, ordinance, or regulation and withhold compliance
    during any proceeding, including appropriate appeals, so long as Borrower
    has notified Lender in writing prior to doing so and so long as, in Lender's
    sole opinion, Lender's interests in the Collateral are not required. Lender
    may require Borrower to post adequate security or a surety bond, reasonably
    satisfactory to Lender, to protect Lender's interest.

    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 CERTIFICATES. 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.



                               Exhibit (10.4)-p14

<PAGE>

                                 Exhibit Section
                                 Exhibit (10.4)


    ENVIRONMENTAL COMPLIANCE AND REPORTS. Borrower shall comply in all respects
    with any and all Environmental Laws; not cause or permit to exist, as a
    result of an intentional or unintentional action or omission on Borrower's
    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, assignments,
    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.

LENDER'S EXPENDITURES. If any action or proceeding is commenced that would
materially affect Lender's interest in the Collateral or if Borrower fails to
comply with any provision of this Agreement or any Related Documents, including
but not limited to Borrower's failure to discharge or pay when due any amounts
Borrower is required to discharge or pay under this Agreement or any Related
Documents, Lender on Borrower's behalf may (but shall not be obligated to) take
any action that Lender deems appropriate, including but not limited to
discharging or paying all taxes, liens, security interests, encumbrances and
other claims, at any time levied or placed on any Collateral and paying all
costs for insuring, maintaining and preserving any Collateral. All such
expenditures incurred or paid by Lender for such purposes will then bear
interest at the rate charged under the Note from the date incurred or paid by
Lender to this date of repayment by Borrower. All such expenses will become a
part of the Indebtedness and, at Lender's option, will (A) be payable on demand;
(B) be added to the balance of the Note and be apportioned among and be payable
with any Installment payments to become due during either (1) the term of any
applicable insurance policy; or (2) the remaining term of the Note; or (C) be
treated as a balloon payment which will be due and payable at the Note's
maturity.

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. (1) 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, (2) sell, transfer, mortgage, assign, pledge,
    lease, grant a security interest in, or encumber any of Borrower's assets
    (except as allowed as Permitted Liens), or (3) sell with recourse any of
    Borrower's accounts, except to Lender.

    CONTINUITY OF OPERATIONS. (1) Engage in any business activities
    substantially different than those in which Borrower is presently engaged,
    (2) cease operations, liquidate, merge, transfer, acquire or consolidate
    with any other entity, change its name, dissolve or transfer or sell
    Collateral out of the ordinary course of business, or (3) 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 Borrower's stock, or purchase or
    retire any of Borrower's outstanding shares or alter or amend Borrower's
    capital structure.

    LOANS, ACQUISITIONS AND GUARANTIES. (1) Loan, invest in or advance money or
    assets, (2) purchase, create or acquire any Interest in any other enterprise
    or entity, or (3) 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 dies, becomes
incompetent or becomes insolvent, files a petition in bankruptcy or similar
proceedings, or is adjudged a bankrupt; (C) there occurs a material adverse



                               Exhibit (10.4)-p15

<PAGE>

                                 Exhibit Section
                                 Exhibit (10.4)


change in Borrower's financial condition, in the financial condition of any
Guarantor, or in the value of any Collateral securing any Loan; or (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. To the extent permitted by applicable law, Lender reserves a
right of setoff in all Borrower's accounts with Lender (whether checking,
savings, or some other account). This includes all accounts Borrower holds
jointly with someone else and all accounts Borrower may open in the future.
However, this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower authorizes Lender, to the
extent permitted by applicable law, to charge or setoff all sums owing on the
Indebtedness against any and all such accounts.

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

    PAYMENT DEFAULT. Borrower fails to make any payment when due under the Loan.

    OTHER DEFAULTS. Borrower fails to comply with or to perform any other term,
    obligation, covenant or condition contained in this Agreement or in any of
    the Related Documents or to comply with or to perform any term, obligation,
    covenant or condition contained in any other agreement between Lender and
    Borrower.

    DEFAULT IN FAVOR OF THIRD PARTIES. Borrower or any Grantor 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 or any Grantor'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 Borrower or on Borrower's behalf under this
    Agreement, the Note, or the Related Documents is false or misleading in any
    material respect, either now or at the time made or furnished or becomes
    false or misleading at any time thereafter.

    INSOLVENCY. The dissolution or termination of Borrower's existence as a
    going business, the insolvency of Borrower, the appointment of a receiver
    for any part of Borrower's property, any assistant 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.

    DEFECTIVE COLLATERALIZATION. This Agreement or any of the Related Documents
    ceases to be in full force and effect (including failure of any collateral
    document to create a valid and perfected security interest or lien) at any
    time and for any reason.

    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 or by any
    governmental agency against any collateral securing the Loan. This includes
    a garnishment of any of Borrower's accounts, including deposit accounts,
    with Lender. However, this Event of Default shall not apply if there is a
    good faith dispute by Borrower as to the validity or reasonableness of the
    claim which is the basis of the creditor or forfeiture proceeding and if
    Borrower gives Lender written notice of the creditor or forfeiture
    proceeding and deposits with Lender monies or a surety bond for the creditor
    or forfeiture proceeding, in an amount determined by Lender, in its sole
    discretion, as being an adequate reserve or bond for the dispute.

    EVENTS AFFECTING GUARANTOR. Any of the preceding events occurs with respect
    to any Guarantor 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. In the event of a death, Lender, at its
    option, may, but shall not be required to, permit the Guarantor's estate to
    assume unconditionally the obligations arising under the guaranty in a
    manner satisfactory to Lender, and, in doing so, cure any Event of Default.

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

    ADVERSE CHANGE. A material adverse damage occurs in Borrowers financial
    condition, or Lender believes the prospect of payment or performance of the
    Loan is impaired.

    INSECURITY. Lender in good faith believes itself insecure.



                               Exhibit (10.4)-p16

<PAGE>

                                 Exhibit Section
                                 Exhibit (10.4)


    RIGHT TO CURE. If any default, other than a default on Indebtedness, is
    curable and if Borrower or Grantor, as the case may be, has not been given a
    notice of a similar default within the preceding twelve (12) months, it may
    be cured (and no Event of Default will have occurred) if Borrower or
    Grantor, as the case may be, after receiving written notice from Lender
    demanding cure of such default: (1) cure the default within ten (10) days;
    or (2) if the cure requires more than ten (10) days, immediately initiate
    steps which Lender deems in Lender's sole discretion to be sufficient to
    cure the default and thereafter continue and complete all reasonable and
    necessary steps sufficient to produce compliance as soon as reasonably
    practical.

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
further 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.

    ATTORNEYS' FEES; EXPENSE. Borrower agrees to pay upon demand all of Lender's
    costs and expenses, including Lender's reasonable attorneys' fees and
    Lender's legal expenses, incurred in connection with the enforcement of this
    Agreement. Lender may hire or pay someone else to help enforce this
    Agreement, and Borrower shall pay the costs and expenses of such
    enforcement. Costs and expenses include Lender's reasonable attorneys' fees
    and legal expenses whether or not there is a lawsuit, including reasonable
    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. Borrower also shall pay
    all court costs and such additional fees as may be directed by the court.

    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 Loan 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 Borrower 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 Loan 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
    Loan irrespective of the failure or insolvency of any holder of any interest
    in the Loan. 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.

    GOVERNING LAW. This Agreement will be governed by, construed and enforced In
    accordance with federal law and the laws of the Commonwealth of Kentucky.
    This Agreement has been accepted by Lender in the Commonwealth of Kentucky.

    CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's
    request to submit to the jurisdiction of the courts of Pike County,
    Commonwealth of Kentucky.



                               Exhibit (10.4)-p17

<PAGE>

                                 Exhibit Section
                                 Exhibit (10.4)


    NO WAIVER BY LENDER. 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 street 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 of Borrower's or any Grantor s obligations as to any future
    transactions. Whenever the consent of Lender is required under this
    Agreement, the granting of such consent by Lender in any instance shall not
    constitute continuing consent to subsequent instances where such consent is
    required and in all eases such consent may be granted or withheld in the
    sole discretion of Lender.

    NOTICES. Any notice required to be given under this Agreement shall be given
    in writing, and shall be effective when actually delivered, when actually
    received by telefacsimile (unless otherwise required by law), when deposited
    with a nationally recognized overnight courier, or, it mailed, when
    deposited in the United States mail, as first class, certified or registered
    mail postage prepaid, directed to the addresses shown near the beginning of
    this Agreement. 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. For notice
    purposes, Borrower agrees to keep Lender informed at all times of Borrower's
    current address. Unless otherwise provided or required by law, if there is
    more than one Borrower, any notice given by Lender to any Borrower is deemed
    to be notice given to all Borrowers.

    SEVERABILITY. If a court of competent jurisdiction finds any provision of
    this Agreement to be illegal, invalid, or unenforceable as to any
    circumstance, that finding shall not make the offending provision illegal,
    invalid, or unenforceable as to any other circumstance. If feasible, the
    offending provision shall be considered modified so that it becomes legal,
    valid and enforceable. If the offending provision cannot be so modified, it
    shall be considered deleted from this Agreement. Unless otherwise required
    by law, the illegality, invalidity, or unenforceability of any provision of
    this Agreement shall not affect the legality, validity or enforceability of
    any other provision of this Agreement.

    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 in this Agreement shall include all of Borrower's subsidiaries and
    affiliates. 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 of Borrower's subsidiaries or
    affiliates.

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

    SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Borrower understands and agrees
    that in making the Loan, Lender is relying on all representations,
    warranties, and covenants made by Borrower in this Agreement or in any
    certificate or other instrument delivered by Borrower to Lender under this
    Agreement or the Related Documents. Borrower further agrees that regardless
    of any investigation made by Lender, all such representations, warranties
    and covenants will survive the making of the Loan and delivery to Lender of
    the Related Documents, 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.

    TIME IS OF THE ESSENCE. Time is of the essence in the performance of this
    Agreement.

    WAIVE JURY. All parties to this Agreement hereby waive the right to any jury
    trial in any action, proceeding, or counterclaim brought by any party
    against any other party.

DEFINITIONS. The following capitalized words and terms shall have the following
meanings when used in this Agreement. Unless specifically stated to the
contrary, all references to dollar amounts shall mean amounts in lawful money of
the United States of America. Words and terms used in the singular shall include
the plural, and the plural shall include the singular, as the context may
require. Words and terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in the Uniform Commercial Code. Accounting
words and terms not otherwise defined in this Agreement shall have the meanings
assigned to them in accordance with generally accepted accounting principles as
in effect on the date of this Agreement



                               Exhibit (10.4)-p18

<PAGE>

                                 Exhibit Section
                                 Exhibit (10.4)


    ADVANCE. The word "Advance" means a disbursement of Loan funds made, or to
    be made, to Borrower or on Borrower's behalf on a line of credit or multiple
    advance basis under the terms and conditions of this Agreement.

    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 CHAMPION INDUSTRIES, INC., and all other
    persons and entities signing the Note in whatever capacity.

    COLLATERAL. The word "Collateral" means 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, collateral
    mortgage, deed of trust, assignment, pledge, crop pledge, chattel mortgage,
    collateral 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.

    ENVIRONMENTAL LAWS. The words "Environmental Laws" mean any and all state,
    federal and local statutes, regulations and ordinances relating to the
    protection of human health or the environment, including without limitation
    the Comprehensive Environmental Response, Compensation, and Liability Act of
    1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund
    Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 ("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 thereto.

    EVENT OF DEFAULT. The words "Event of Default" mean any of the events of
    default set forth in this Agreement in the default section of this
    Agreement.

    GAAP. The word "GAAP" means generally accepted accounting principles.

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

    GUARANTOR. The word "Guarantor" means any guarantor, surety, or
    accommodation party of any or all of the Loan.

    GUARANTY. The word "Guaranty" means the guaranty from Guarantor to Lender,
    including without limitation a guaranty of all or part of the Note.

    HAZARDOUS SUBSTANCES. The words "Hazardous Substances" mean materials that,
    because of their quantity, concentration or physical, chemical or infectious
    characteristics, may cause or pose a present or potential hazard to human
    health or the environment when improperly used, treated, stored, disposed
    of, generated, manufactured, transported or otherwise handled. The words
    "Hazardous Substances" are used in their very broadest sense and include
    without limitation any and all hazardous or toxic substances, materials or
    waste as defined by or listed under the environmental laws. The term
    "Hazardous Substances" also includes, without limitation, petroleum and
    petroleum by-products or any fraction thereof and asbestos.

    INDEBTEDNESS. The word "Indebtedness" means the indebtedness evidenced by
    the Note or Related Documents, including all principal and interest together
    with all other indebtedness and costs and expenses for which Borrower is
    responsible under this Agreement or under any of Related Documents.

    LENDER. The word "Lender" means Community Trust Bank, N.A., its successors
    and assigns.

    LOAN. The word "Loan" means any and all 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.



                               Exhibit (10.4)-p19

<PAGE>

                                 Exhibit Section
                                 Exhibit (10.4)


    NOTE. The word "Note" means the Note executed by Borrower in the principal
    amount of $315,665.00 dated April 27, 2001, together with all renewals of,
    extensions of, modifications of, refinancings of, consolidations of, and
    substitutions for the note or credit agreement.

    PERMITTED LIEN. The words "Permitted Liens" mean (1) liens and security
    interests securing Indebtedness owed by Borrower to Lender; (2) liens for
    taxes, assessments, or similar charges either not yet due or being contested
    in good faith; (3) liens of materialmen, mechanics, warehousemen, or
    carriers, or other like liens arising in the ordinary course of business and
    securing obligations which are not yet delinquent; (4) 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"; (5) liens
    and security, interests which, as of the date of this Agreement, have been
    disclosed to and approved by the Lender in writing; and (6) 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 all promissory notes,
    credit agreements, loan agreements, environmental agreements, guaranties,
    security agreements, mortgages, deeds of trust, security deeds, collateral
    mortgages, and all other instrument, agreements and documents, whether now
    or hereafter existing, executed in connection with the Loan.

    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.

    SECURITY INTEREST. The words "Security Interest" mean, without limitation,
    any and all types of collateral security, present and future, whether in the
    form of a lien, charge, encumbrance, mortgage, deed of trust, security deed,
    assignment, pledge, crop pledge, chattel mortgage, collateral 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.

BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN
AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS
DATED APRIL 27, 2001.

BORROWER:

CHAMPION INDUSTRIES, INC.

BY: /S/ Toney K. Adkins
    -------------------
    Toney K. Adkins, Vice President

LENDER:

COMMUNTITY TRUST BANK, N.A.

X
   ---------------------
   Authorized Signer




                               Exhibit (10.4)-p20

<PAGE>

                                 Exhibit Section
                                 Exhibit (10.4)


BORROWER: CHAMPION INDUSTRIES, INC.           LENDER: COMMUNITY TRUST BANK, N.A.
          (TIN: 55-0717455)                           MAIN OFFICE
          P.O. BOX 2968                               346 NORTH MAYO TRAIL
          HUNTINGTON, WV 25728-2968                   P.O. BOX 2947
                                                      PIKEVILLE, KY 41502-2947


                                                                    EXHIBIT 10.4

                          COMMERCIAL SECURITY AGREEMENT


PRINCIPAL: $315,665.00

INITIAL RATE: 7.500%                                DATE OF NOTE: APRIL 27, 2001

THIS COMMERCIAL SECURITY AGREEMENT DATED APRIL 27, 2001, IS MADE AND EXECUTED
AMONG INTERFORM CORPORATION ("GRANTOR"); CHAMPION INDUSTRIES, INC ("BORROWER");
AND COMMUNITY TRUST BANK, N.A. ("LENDER").

GRANT OF SECURITY INTEREST. FOR VALUABLE CONSIDERATION, GRANTOR GRANTS TO LENDER
A SECURITY INTEREST IN THE COLLATERAL TO SECURE THE INDEBTEDNESS AND AGREES THAT
LENDER SHALL HAVE THE RIGHTS STATED IN THIS AGREEMENT WITH RESPECT TO THE
COLLATERAL, IN ADDITION TO ALL OTHER RIGHTS WHICH LENDER MAY HAVE BY LAW.

COLLATERAL DESCRIPTION. The word "Collateral" as used in this Agreement means
the following described property, whether now owned or hereafter acquired,
whether now existing or hereafter arising, and wherever located, in which
Grantor is giving to Lender a security interest for the payment of the
Indebtedness and performance of all other obligations under the Note and this
Agreement:

    PLEASE SEE ATTACHED EXHIBIT "A" CONSISTING OF ONE (1) PAGE WHICH IS HEREBY
    INCORPORATED BY REFERENCE HEREIN.

In addition, the word "Collateral" also includes all the following, whether now
owned or hereafter acquired, whether now existing or hereafter arising, and
wherever located:

        (A) All accessions, attachments, accessories, replacements and additions
            to any of the collateral described herein, whether added now or
            later.

        (B) All products and produce of any of the property described in this
            Collateral section.

        (C) All accounts, general intangibles, instruments, rents, monies,
            payments, and all other rights, arising out of a sale, lease, or
            other disposition of any of the property described in this
            Collateral section.

        (D) All proceeds (including insurance proceeds) from the sale,
            destruction, loss, or other disposition of any of the property
            described in this Collateral section, and sums due from a third
            party who has damaged or destroyed the Collateral or from that
            party's insurer, whether due to judgment, settlement or other
            process.

        (E) All records and data relating to any of the property described in
            this Collateral section, whether in the form of a writing,
            photograph, microfilm, microfiche, or electronic media, together
            with all of Grantor's right, title, and interest in and to all
            computer software required to utilize, create, maintain, and process
            any such records or data on electronic media.

Despite any other provision of this Agreement, Lender is not granted, and will
not have, a nonpurchase, money security interest in household goods, to the
extent such a security interest would be prohibited by applicable law. In
addition, if because of the type of



                               Exhibit (10.4)-p21

<PAGE>

                                 Exhibit Section
                                 Exhibit (10.4)


any Property, Lender is required to give a notice of the right to cancel under
Truth in Lending for the Indebtedness, then Lender will not have a security
interest in such Collateral unless and until such a notice is given.

BORROWER'S WAIVERS AND RESPONSIULITIES. Except as otherwise required under this
Agreement or by applicable law, (A) Borrower agrees that Lender need not tell
Borrower about any action or inaction Lender takes in connection with this
Agreement; (B) Borrower assumes the responsibility for being and keeping
informed about the Collateral; and (C) Borrower waives any defenses that may
arise because of any action or inaction of Lender, including without limitation
any failure of Lender to realize upon the Collateral or any delay by Lender in
realizing upon the Collateral; and Borrower agrees to remain liable under the
Note no matter what action Lender takes or fails to take under this Agreement.

GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor warrants that: (A) this
Agreement is executed at Borrower's request and not at the request of Lender;
(B) Grantor has the full right, power and authority to enter into this Agreement
and to pledge the Collateral to Lender; (C) Grantor has established adequate
means of obtaining from Borrower on a continuing basis information about
Borrower's financial condition; and (D) Lender has made no representation to
Grantor about Borrower or Borrower's creditworthiness.

GRANTOR'S WAIVERS. Grantor waives all requirements of presentment, protest,
demand, and notice of dishonor or nonpayment to Borrower or Grantor, or any
other party to the Indebtedness or the Collateral. Lender may do any of the
following with respect to any obligation of any Borrower, without first
obtaining the consent of Grantor: (A) grant any extension of time for any
payment, (B) grant any renewal, (C) permit any modification of payment terms or
other terms, or (D) exchange or release any Collateral or other security. No
such act or failure to act shall affect Lender's rights against Grantor or the
Collateral.

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a
right of setoff in all Grantor's accounts with Lender (whether checking,
savings, or some other account). This includes all accounts Grantor holds
jointly with someone else and all accounts Grantor may open in the future.
However, this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Grantor 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.

GRANTOR'S REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL. With
respect to the Collateral, Grantor represents and promises to Lender that:

    PERFECTION OF SECURITY INTEREST. Grantor agrees to execute financing
    statements and to take whatever other actions are requested by Lender to
    perfect and continue Lender's security interest in the Collateral. Upon
    request of Lender, Grantor will deliver to Lender any and all of the
    documents evidencing or constituting the Collateral, and Grantor will note
    Lender's interest upon any and all chattel paper if not delivered to Lender
    for possession by Lender.

    NOTICES TO LENDER. Grantor will promptly notify Lender in writing at
    Lender's address shown above (or such other addresses as Lender may
    designate from time to time) prior to any (1) change in Grantor's name; (2)
    change in Grantor's assumed business name(s); (3) change in the management
    of the corporation Grantor; (4) change in the authorized signer(s); (5)
    change in Grantor's principal office address; (6) conversion of Grantor to a
    new or different type of business entity; or (7) change in any other aspect
    of Grantor that directly or indirectly relates to any agreements between
    Grantor and Lender. No change in Grantor's name will take effect until after
    Lender has been notified.

NO VIOLATION. The execution and delivery of this Agreement will not violate any
law or agreement governing Grantor or to which Grantor is a party, and its
certificate or articles of incorporation and bylaws do not prohibit any term or
condition of this Agreement.

ENFORCEABILITY OF COLLATERAL. To the extent the Collateral consists of accounts,
chattel paper, or general intangibles, as defined by the Uniform Commercial
Code, the Collateral is enforceable in accordance with its terms, is genuine,
and fully complies with all applicable laws and regulations concerning form,
content and manner of preparation and execution, and all persons appearing to be
obligated on the Collateral have authority and capacity to contract and are in
fact obligated as they appear to be on the Collateral. There shall be no setoffs
or counterclaims against any of the Collateral, and no agreement shall have been
made under which any deductions or discounts may be claimed concerning the
Collateral except those disclosed to Lender in writing.



                               Exhibit (10.4)-p22

<PAGE>

                                 Exhibit Section
                                 Exhibit (10.4)


LOCATION OF THE COLLATERAL. Except in the ordinary course of Grantor's business,
Grantor agrees to keep the Collateral at Grantor's address shown above or at
such other locations as are acceptable to Lender. Upon Lender's request, Grantor
will deliver to Lender in form satisfactory to Lender a schedule of real
properties and Collateral locations relating to Grantor's operations, including
without limitation the following: (1) all real property Grantor owns or is
purchasing; (2) all real property Grantor is renting or leasing; (3) all storage
facilities Grantor owns, rents, leases, or uses; and (4) all other properties
where Collateral is or may be located.

REMOVAL OF THE COLLATERAL. Except in the ordinary course of Grantor's business,
Grantor shall not remove the Collateral from its existing location without
Lender's prior written consent. Grantor shall, whenever requested, advise Lender
of the exact location of the Collateral.

TRANSACTIONS INVOLVING COLLATERAL. Except for Inventory sold or accounts
collected in the ordinary course of Grantor's business, or as otherwise provided
for in this Agreement, Grantor shall not sell, offer to sell, or otherwise
transfer or dispose of the Collateral. Grantor shall not pledge, mortgage,
encumber or otherwise permit the Collateral to be subject to any lien, security
interest, encumbrance, or charge, other than the security interest provided for
in this Agreement, without the prior written consent of Lender. This includes
security interests even if junior in right to the security interests granted
under this Agreement. Unless waived by Lender, all proceeds from any disposition
of the Collateral (for whatever reason) shall be held in trust for Lender and
shall not be commingled with any other funds; provided however, this requirement
shall not constitute consent by Lender to any sale or other disposition. Upon
receipt, Grantor shall immediately deliver any such proceeds to Lender.

TITLE. Grantor represents and warrants to Lender that Grantor holds good and
marketable title to the Collateral, free and clear of all liens and encumbrances
except for the lien of this Agreement. No financing statement covering any of
the Collateral is on file in any public office other than those which reflect
the security interest created by this Agreement or to which Lender has
specifically consented. Grantor shall defend Lender's rights in the Collateral
against the claims and demands of all other persons.

REPAIRS AND MAINTENANCE. Grantor agrees to keep and maintain, and to cause
others to keep and maintain, the Collateral in good order, repair and condition
at all times while this Agreement remains in effect. Grantor further agrees to
pay when due all claims for work done on, or services rendered or material
furnished in connection with the Collateral so that no lien or encumbrance may
ever attach to or be filed against the Collateral.

INSPECTION OF COLLATERAL. Lender and Lender's designated representatives and
agents shall have the right at all reasonable times to examine and inspect the
Collateral wherever located.

TAXES, ASSESSMENTS AND LIENS. Grantor will pay when due all taxes, assessments
and liens upon the Collateral, its use or operation, upon this Agreement, upon
any promissory note or notes evidencing the Indebtedness, or upon any of the
other Related Documents. Grantor may withhold any such payment or may elect to
contest any lien if Grantor is in good faith conducting an appropriate
proceeding to contest the obligation to pay and so long as Lender's interest in
the Collateral is not jeopardized in Lender's sole opinion. If the Collateral is
subjected to a lien which is not discharged within fifteen (15) days, Grantor
shall deposit with Lender cash, a sufficient corporate surety bond or other
security satisfactory to Lender in an amount adequate to provide for the
discharge of the lien plus any interest, costs, attorneys' fees or other charges
that could accrue as a result of foreclosure or sale in the Collateral. In any
contest Grantor shall defend itself and Lender and shall satisfy any final
adverse judgment before enforcement against the Collateral. Grantor shall name
Lender as an additional obligee under any surety bond furnished in the contest
proceedings. Grantor further agrees to furnish Lender with evidence that such
taxes, assessments, and governmental and other charges have been paid in full
and in a timely manner. Grantor may withhold any such payment or may elect to
contest any lien if Grantor is in good faith conducting an appropriate
proceeding to contest the obligation to pay and so long as Lender's interest in
the Collateral is not Jeopardized.

COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS. Grantor shall comply promptly with
all laws, ordinances, rules and regulations of all governmental authorities, now
or hereafter in effect, applicable to the ownership, production, disposition, or
use of the Collateral. Grantor may contest in good faith any such law, ordinance
or regulation and withhold compliance during any proceeding, including
appropriate appeals, so long as Lender s interest in the Collateral, in Lender's
opinion, is not jeopardized.

HAZARDOUS SUBSTANCES. Grantor represents and warrant that the Collateral never
has been, and never will be so long as this Agreement remains a lien on the
Collateral, used in violation of any Environmental Laws or for the generation,
manufacture,



                               Exhibit (10.4)-p23

<PAGE>

                                 Exhibit Section
                                 Exhibit (10.4)


storage, transportation, treatment, disposal, release or threatened release of
any Hazardous Substances. The representations and warranties contained herein
are based on Grantor's due diligence in investigating the Collateral for
Hazardous Substances. Grantor hereby (1) releases and waives any future claims
against Lender for indemnity or contribution in the event Grantor becomes liable
for cleanup or other costs under any Environmental Laws, and (2) agrees to
indemnity and hold harmless Lender against any and all claim and loss resulting
from a breach of this provision of this Agreement. This obligation to indemnify
shall survive the payment of the Indebtedness and the satisfaction of this
Agreement.

MAINTENANCE OF CASUALTY INSURANCE. Grantor shall procure and maintain all risks
insurance, including without limitation fire, theft and liability coverage
together with such other insurance as Lender may require with respect to the
Collateral, in form, amounts, coverages and basis reasonably acceptable to
Lender and issued by a company or companies reasonably acceptable to Lender.
Grantor, upon request of Lender, will deliver to Lender from time to time the
policies or certificates of insurance in form satisfactory to Lender, including
stipulations that coverages will not be cancelled or diminished without at least
thirty (30) days prior written notice to Lender and not including any disclaimer
of the insurer's liability for failure to give such a notice. Each insurance
policy also shall include an endorsement providing that coverage in favor of
Lender will not be impaired in any way by any act, omission or default of
Grantor or any other person. In connection with all policies covering assets in
which Lender holds or is offered a security interest, Grantor will provide
Lender with such loss payable or other endorsements as Lender may require. If
Grantor at any time fails to obtain or maintain any insurance as required under
this Agreement, Lender may (but shall not be obligated to) obtain such insurance
as Lender deems appropriate, including if Lender so chooses "singe interest
insurance," which will cover only Lender's interest in the Collateral.

APPLICATION OF INSURANCE PROCEEDS. Grantor shall promptly notify Lender of any
loss or damage to the Collateral. Lender may make proof of loss if Grantor fails
to do so within fifteen (15) days of the casualty. All proceeds of any insurance
on the Collateral, including accrued proceeds thereon, shall be held by Lender
as part of the Collateral. If Lender consents to repair or replacement of the
damaged or destroyed Collateral, Lender shall, upon satisfactory proof of
expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost
of repair or restoration. If Lender does not consent to repair or replacement of
the Collateral, Lender shall retain a sufficient amount of the proceeds to pay
all of the Indebtedness, and shall pay the balance to Grantor. Any proceeds
which have not been disbursed within six (6) months after their receipt and
which Grantor has not committed to the repair or restoration of the Collateral
shall be used to prepay the Indebtedness.


    INSURANCE RESERVES. Lender may require Grantor to maintain with Lender
    reserves for payment of insurance premiums, which reserves shall be created
    by monthly payments from Grantor of a sum estimated by Lender to be
    sufficient to produce, at least fifteen (15) days before the premium due
    date, amounts at least equal to the insurance premiums to be paid. If
    fifteen (15) days before payment is due, the reserve funds are insufficient,
    Grantor shall upon demand pay any deficiency to Lender. The reserve funds
    shall be held by Lender as a general deposit and shall constitute a
    non-interest-bearing account, which Lender may satisfy by payment of the
    insurance premiums required to be paid by Grantor as they become due. Lender
    does not hold the reserve funds in trust for Grantor, and Lender is not the
    agent of Grantor for payment of the insurance premiums required to be paid
    by Grantor. The responsibility for the payment of premiums shall remain
    Grantor's sole responsibility.

    INSURANCE REPORTS. Grantor, upon request of Lender, shall furnish to Lender
    reports on each existing policy of insurance showing such information as
    Lender may reasonably request including the following: (1) the name of the
    insurer, (2) the risks insured; (3) the amount of the policy; (4) the
    property insured; (5) the then current value on the basis of which insurance
    has been obtained and the manner of determining that value; and (6) the
    expiration date of the policy. In addition, Grantor shall upon request by
    Lender (however not more often than annually) have an independent appraiser
    satisfactory to Lender determine, as applicable, the cash value or
    replacement cost of the Collateral.

GRANTOR'S RIGHT TO POSSESSION. Until default, Grantor may have possession of the
tangible personal property and beneficial use of all the Collateral and may use
it in any lawful manner not consistent with this Agreement or the Related
Documents, provided that Grantor's right to possession and beneficial use shall
not apply to any Collateral where possession of the Collateral by Lender is
required by law to perfect Lender's security interest in such Collateral. If
Lender at any time has possession of any Collateral, whether before or after an
Event of Default, Lender shall be deemed to have exercised reasonable care in
the custody and preservation of the Collateral if Lender takes such action for
that purpose as Grantor shall request or as Lender, in Lender's sole discretion,
shall deem appropriate under the circumstances, but failure to honor any request
by Grantor shall not of itself be deemed to be a failure to exercise reasonable
care. Lender shall not be required to take any steps necessary to preserve any



                               Exhibit (10.4)-p24

<PAGE>

                                 Exhibit Section
                                 Exhibit (10.4)


rights in the Collateral against prior parties, nor to protect, preserve or
maintain any security interest given to secure the Indebtedness.

LENDER'S EXPENDITURES. If any action or proceeding is commenced that would
materially affect Lender's interest in the Collateral or if Grantor fails to
comply with any provision of this Agreement or any Related Documents, including
but not limited to Grantor's failure to discharge or pay when due any amounts
Grantor is required to discharge or pay under this Agreement or any Related
Documents, Lender on Grantor's behalf may (but shall not be obligated to) take
any action that Lender deems appropriate, including but not limited to
discharging or paying all taxes, liens, security interests, encumbrances and
other claims, at any time levied or placed on the Collateral and paying all
costs for insuring, maintaining and preserving the Collateral. All such
expenditures incurred or paid by Lender for such purposes will then bear
interest at the rate charged under the Note from the date incurred or paid by
Lender to the date of repayment by Grantor. All such expenses will become a part
of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B)
be added to the balance of the Note and be apportioned among and be payable with
any installment payments to become due during either (1) the term of any
applicable insurance policy; or (2) the remaining term of the Note; or (C) he
treated as a balloon payment which will be due and payable at the Note's
maturity. The Agreement also will secure payment of these amounts. Such right
shall be in addition to all other rights and remedies to which Lender may be
entitled upon Default.

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

    PAYMENT DEFAULT. Borrower fails to make any payment when due under the
    Indebtedness.

    OTHER DEFAULTS. Borrower or Grantor fails to comply with or to perform any
    other term, obligation, covenant or condition contained in this Agreement or
    in any of the Related Documents or to comply with or to perform any term,
    obligation, covenant or condition contained in any other agreement between
    Lender and Borrower or Grantor.

    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 Indebtedness 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 Borrower or Grantor or on Borrower's or Grantor's
    behalf under this Agreement, the Note, or the Related Documents is false or
    misleading in any material respect, either now or at the time made or
    furnished or becomes false or misleading at any time thereafter.

    DEFECTIVE COLLATERALIZATION. This Agreement or any of the Related Documents
    ceases to be in full force and effect (including failure of any collateral
    document to create a valid and perfected security interest or lien) at any
    time and for any reason.

    INSOLVENCY. The dissolution or termination of Borrower's or Grantor's
    existence as a going business, the insolvency of Borrower or Grantor, the
    appointment of a receiver for any part of Borrower's or Grantor'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 or Grantor.

    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 or Grantor or
    by any governmental agency against any collateral securing the Indebtedness.
    This includes a garnishment of any of Borrower's or Grantor's accounts,
    including deposit accounts, with Lender. However, this Event of Default
    shall not apply if there is a good faith dispute by Borrower or Grantor as
    to the validity or reasonableness of the claim which is the basis of the
    creditor or forfeiture proceeding and if Borrower or Grantor gives Lender
    written notice of the creditor or forfeiture proceeding and deposits with
    Lender monies or a surety bond for the creditor or forfeiture proceeding, in
    an amount determined by Lender, in its sole discretion, as being an adequate
    reserve or bond for the dispute.

    EVENTS AFFECTING GUARANTOR. Any of the preceding events occurs with respect
    to guarantor, endorser, surety, or accommodation party of any of the
    Indebtedness or guarantor, endorser, surety, or accommodation party dies or
    becomes incompetent or revokes or disputes the validity of, or liability
    under, any Guaranty of the Indebtedness.



                               Exhibit (10.4)-p25

<PAGE>

                                 Exhibit Section
                                 Exhibit (10.4)


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

    INSECURITY. Lender in good faith believes itself insecure.

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

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this
Agreement, at any time thereafter, Lender shall have all the rights of a secured
party under the Pennsylvania Uniform Commercial Code. In addition and without
limitation, Lender may exercise any one or more of the following rights and
remedies:

    ACCELERATE INDEBTEDNESS. Lender may declare the entire Indebtedness,
    including any prepayment penalty which Borrower would be required to pay,
    immediately due and payable, without notice of any kind to Borrower or
    Grantor.

    ASSEMBLE COLLATERAL. Lender may require Grantor to deliver to Lender all or
    any portion of the Collateral and any and all certificates of title and
    other documents relating to the Collateral. Lender may require Grantor to
    assemble the Collateral and make it available to Lender at a place to be
    designated by Lender. Lender also shall have full power to enter upon the
    property of Grantor to take possession of and remove the Collateral. If the
    Collateral contains other goods not covered by this Agreement at the time of
    repossession, Grantor agrees Lender may take such other goods, provided that
    Lender makes reasonable efforts to return them to Grantor after
    repossession.

    SELL THE COLLATERAL. Lender shall have full power to sell, lease, transfer,
    or otherwise deal with the Collateral or proceeds thereof in Lender's own
    name or that of Grantor. Lender may sell the Collateral at public auction or
    private sale. Unless the Collateral threatens to decline speedily in value
    or is of a type customarily sold on a recognized market, Lender will give
    Grantor reasonable notice of the time after which any private sale or any
    other intended disposition of the Collateral is to be made. The requirements
    of reasonable notice shall be met if such notice is given at least fifteen
    (15) days before the time of the sale or disposition. An expenses relating
    to the disposition of the Collateral, including without limitation the
    expenses of retaking, holding, insuring, preparing for sale and selling the
    Collateral, shall become a part of the Indebtedness secured by this
    Agreement and shall be payable on demand, with interest at the Note rate
    from date of expenditure until repaid.

    APPOINT RECEIVER. Lender shall have the right to have a receiver appointed
    to take possession of all or any part of the Collateral, with the power to
    protect and preserve the Collateral, to operate the Collateral preceding
    foreclosure or sale, and to collect the Rents from the Collateral and apply
    the proceeds, over and above the cost of the receivership, against the
    Indebtedness. The receiver may serve without bond if permitted by law.
    Lender's right to the appointment of a receiver shall exist whether or not
    the apparent value of the Collateral exceeds the Indebtedness by a
    substantial amount. Employment by Lender shall not disqualify a person from
    serving as a receiver.

    COLLECT REVENUES, APPLY ACCOUNTS. Lender, either itself or through a
    receiver, may collect the payments, rents, income, and revenues from the
    Collateral. Lender may at any time in Lender's discretion transfer any
    Collateral into Lender's own name or that of Lender's nominee and receive
    the payments, rents, income, and revenues therefrom and hold the same as
    security for the Indebtedness or apply it to payment of the Indebtedness in
    such order of preference as Lender may determine. Insofar as the Collateral
    consists of accounts, general intangibles, insurance policies, instruments,
    chattel paper, choses in action, or similar property, Lender may demand,
    collect, receipt for, settle, compromise, adjust, sue for, foreclose, or
    realize on the Collateral as Lender may determine, whether or not
    Indebtedness or Collateral is then due. For these purposes, Lender may, on
    behalf of and in the name of Grantor, receive, open and dispose of mail
    addressed to Grantor; change any address to which mail and payments are to
    be sent; and endorse notes, checks, drafts, money orders, documents of
    title, instruments and items pertaining to payment, shipment, or storage of
    any Collateral. To facilitate collection, Lender may notify account debtors
    and obligors on any Collateral to make payments directly to Lender.



                               Exhibit (10.4)-p26

<PAGE>

                                 Exhibit Section
                                 Exhibit (10.4)


    OBTAIN DEFICIENCY. If Lender chooses to sell any or all of the Collateral,
    Lender may obtain a judgment against Borrower for any deficiency remaining
    on the Indebtedness due to Lender after application of all amounts received
    from the exercise of the rights provided in this Agreement. Borrower shall
    be liable for a deficiency even if the transaction described in this
    subsection is a sale of accounts or chattel paper.

    OTHER RIGHTS AND REMEDIES. Lender shall have all the rights and remedies of
    a secured creditor under the provisions of the Uniform Commercial Code, as
    may be amended from time to time. In addition, Lender shall have and may
    exercise any or all other rights and remedies it may have available at law,
    in equity, or otherwise.

    ELECTION OF REMEDIES. Except as may be prohibited by applicable law, all of
    Lender's rights and remedies, whether evidenced by this Agreement, the
    Related Documents, or by any other writing, shall be cumulative and may be
    exercised singularly or concurrently. Election by Lender to pursue any
    remedy shall not exclude pursuit of any other remedy, and an election to
    make expenditures or to take action to perform an obligation of Grantor
    under this Agreement, after Grantor's failure to perform, shall not affect
    Lender's right to declare a default and exercise its 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.

    ATTORNEYS' FEES; EXPENSES. Grantor agrees to pay upon demand all of Lender's
    costs and expenses, including Lender's attorneys' fees and Lender's legal
    expenses, incurred in connection with the enforcement of this Agreement.
    Lender may hire or pay someone else to help enforce this Agreement, and
    Grantor shall pay the costs and expenses of such enforcement. Costs and
    expenses include Lender's attorneys' fees and 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. Grantor also shall pay all court costs and such additional fees as
    may be directed by the court.

    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

    GOVERNING LAW. This Agreement will be governed by, construed and enforced in
    accordance with federal law and the laws of the Commonwealth of Kentucky,
    except and only to the extent of procedural matters related to the
    perfection and enforcement of Lender's rights and remedies against the
    Collateral, which matters shall be governed by the laws of the Commonwealth
    of Pennsylvania. However, in the event that the enforceability or validity
    of any provision of this Agreement is challenged or questioned, such
    provision shall be governed by whichever applicable state or federal law
    would uphold or would enforce such challenged or questioned provision. The
    loan transaction which is evidenced by the Note and this Agreement has been
    applied for, considered, approved and made, and all necessary loan documents
    have been accepted by Lender in the Commonwealth, of Kentucky.

    CHOICE OF VENUE. If there is a lawsuit, Grantor agrees upon Lender's request
    to submit to the jurisdiction of the courts of Pike County, Commonwealth of
    Kentucky.

    JOINT AND SEVERAL LIABILITY. All obligations of Borrower and Grantor under
    this Agreement shall be joint and several, and all references to Grantor
    shall mean each and every Grantor, and all references to Borrower shall mean
    each and every Borrower. This means that each Borrower and Grantor signing
    below is responsible for all obligations in this Agreement. Where any one or
    more of the parties is a corporation, partnership, limited liability company
    or similar entity, it is not necessary for Lender to inquire into the powers
    of any of the officers, directors, partners, members, or other agents acting
    or purporting to act on the entity's behalf, and any obligations made or
    created in reliance upon the professed exercise of such powers shall be
    guaranteed under this Agreement.

    NO WAIVER BY LENDER. 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



                               Exhibit (10.4)-p27

<PAGE>

                                 Exhibit Section
                                 Exhibit (10.4)


    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, Grantor, shall constitute a waiver of
    any of Lender's rights or of any of Grantor's obligations as to any future
    transactions. Whenever the consent of Lender is required under this
    Agreement, the granting of such consent by Lender in any instance shall not
    constitute continuing consent to subsequent instances where such consent is
    required and in all cases such consent may be granted or withheld in the
    sole discretion of Lender.

    NOTICES. Unless otherwise provided by applicable law, any notice required to
    be given under this Agreement shall be given in writing, and shall be
    effective when actually delivered, when actually received by telefacsimile
    (unless otherwise required by law), when deposited with a nationally
    recognized overnight courier, or, if mailed, when deposited in the United
    States mail, as first class, certified or registered mail postage prepaid,
    directed to the addresses shown near the beginning of this Agreement. 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. For notice purposes, Grantor
    agrees to keep Lender informed at all times of Grantor's current address.
    Unless otherwise provided by applicable law, if there is more than one
    Grantor, any notice given by Lender to any Grantor is deemed to be notice
    given to all Grantors.

    ADDITIONAL AUTHORIZATIONS. Grantor hereby authorizes Lender, with full power
    of substitution, to execute in Grantor's name any documents necessary to
    perfect or to continue the security interest granted in this Agreement and,
    without further authorization from Grantor, to file a carbon, photographic
    or other reproduction of any financing statement or of this Agreement for
    use as a financing statement. Grantor will reimburse Lender for all expenses
    for the perfection and the continuation of the perfection of Lender's
    security interest in the Collateral. It is understated and agreed that any
    exercise of this authorization by Lender shall be on behalf of Lender and
    not on behalf of Grantor. Lender is not an agent or fiduciary of Grantor.
    However, in exercising the authorization granted hereby, Lender shall
    exercise reasonable caution and prudence and Lender shall keep full and
    accurate record of all action, receipts and disbursements.

    SEVERABILITY. If a court of competent jurisdiction finds any provision of
    this Agreement to be illegal, invalid, or unenforceable as to any
    circumstance, that finding shall not make the offending provision illegal,
    invalid, or unenforceable as to any other circumstance. If feasible, the
    offending provision shall be considered modified so that it becomes legal,
    valid and enforceable. It the offending provision cannot be so rnodified, it
    shall be considered deleted from this Agreement. Unless otherwise required
    by law, the illegality, invalidity, or unenforceability of any provision of
    this Agreement shall not affect the legality, validity or enforceability of
    any other provision of this Agreement.

    SUCCESSOR INTERESTS. The terms of this Agreement shall be binding upon
    Grantor, and upon Grantor's heirs, personal representatives, successors, and
    assigns, and shall be enforceable by Lender and its successors and assigns.

    SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations, warranties,
    and agreements made by Grantor in this Agreement shall survive the execution
    and delivery of this Agreement, 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.

    TIME IS OF THE ESSENCE. Time is of the essence in the performance of this
    Agreement.

DEFINITIONS. The following capitalized words and terms shall have the following
meanings when used h this Agreement. Unless specifically stated to the contrary,
all references to dollar amount shall mean amounts in lawful money of the United
States of America. Words and terms used in the singular shall include the
plural, and the plural shall include the singular, as the context may require.
Words and terms not otherwise defined in this Agreement shall have the meanings
attributed to such terms in the Uniform Commercial Code:

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

    BORROWER. The word "Borrower" means CHAMPION INDUSTRIES, INC., and all other
    persons and entities signing the Note in whatever capacity.

    COLLATERAL. The word "Collateral" means all of Grantor's right, title and
    interest in and to all the Collateral as described in the Collateral
    Description section of this Agreement.



                               Exhibit (10.4)-p28

<PAGE>

                                 Exhibit Section
                                 Exhibit (10.4)


    DEFAULT. The word "Default" means the Default set forth in this Agreement in
    the section titled "Default".

    ENVIRONMENTAL LAWS. The words "Environmental Laws" mean any and all state,
    federal and local statutes, regulations and ordinances relating to the
    protection of human health or the environment, including without limitation
    the Comprehensive Environmental Response, Compensation, and Liability Act of
    1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund
    Amendments and Reauthorization Act of 1986, Pub. L. No. 99 499 ("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 thereto.

    EVENT OF DEFAULT. The words "Event of Default" mean any of the events of
    default set forth in this Agreement in the default section of this
    Agreement.

    GRANTOR. The word "Grantor" means INTERFORM CORPORATION.

    GUARANTY. The word "Guaranty" means the guaranty from guarantor, endorser,
    surety, or accommodation party to Lender, including without limitation a
    guaranty of all or part of the Note.

    HAZARDOUS SUBSTANCES. The words "Hazardous Substances" mean materials that,
    because of their quantity, concentration or physical, chemical or infectious
    characteristics, may cause or pose a present or potential hazard to human
    health or the environment when improperly used, treated, stored, disposed
    of, generated, manufactured, transported or otherwise handled. The words
    "Hazardous Substances" are used in their very broadest sense and include
    without limitation any and all hazardous or toxic substances, materials or
    waste as defined by or listed under the Environmental Laws. The term
    "Hazardous Substances" also includes, without limitation, petroleum and
    petroleum by-products or any traction thereof and asbestos.

    INDEBTEDNESS. The word "Indebtedness" means the indebtedness evidenced by
    the Note or Related Documents, including all principal and interest together
    with all other indebtedness and costs and expenses for which Borrower is
    responsible under this Agreement or under any of the Related Documents. The
    liens and security interests created pursuant to this Agreement covering the
    Indebtedness which may be created in the future shall relate back to the
    date of this Agreement.

    LENDER. The word "Lender" means Community Trust Bank, N.A, its successors
    and assigns.

    NOTE. The word "Note" means the Note executed by Borrower in the principal
    amount of $315,665.00 dated April 27, 2001, together with all renewals of,
    extensions of, modifications of, refinancings of, consolidations of, and
    substitutions for the note or credit agreement.

    RELATED DOCUMENTS. The words "Related Document" mean all promissory notes,
    credit agreements, loan agreements, environment agreements, guaranties,
    security agreements, mortgages, deeds of trust, security deeds, collateral
    mortgages, and all other instruments, agreements and documents, whether now
    or hereafter existing, executed in connection with the Indebtedness.

BORROWER AND GRANTOR HAVE READ AND UNCEERSTOOD ALL THE PROVISIONS OF THIS
COMMERCIAL SECURITY AGREEMENT AND AGREE TO ITS TERMS. THIS AGREEMENT IS DATED
APRIL 27, 2001. THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS
AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT
ACCORDING TO LAW.










                               Exhibit (10.4)-p29

<PAGE>

                                 Exhibit Section
                                 Exhibit (10.4)


GRANTOR:


INTERFORM CORPORATION

By:  /S/ Toney K. Adkins (Seal)
     -------------------

TONEY K. ADKINS, Vice President



BORROWER:


CHAMPION INDUSTRIES, INC.

By:  /S/ Toney K. Adkins (Seal)
     -------------------

TONEY K. ADKINS, Vice President



LENDER:


COMMUNITY TRUST BANK, N.A.

X
 ----------------------------

Authorized Signor









                               Exhibit (10.4)-p30

<PAGE>

                                 Exhibit Section
                                 Exhibit (10.4)


                                   EXHIBIT "A"
                              INTERFORM CORPORATION
                                EQUIPMENT LISTING

<TABLE>
<CAPTION>
VENDOR                                                         DESCRIPTION
------                                                         -----------
<S>                                                            <C>

Advanced Web                                                   Mueller Perf Head
Warehouse One                                                  Drive-In Pallet Racking
Graphics International                                         Nale Encoder
B. Bunch Company, Inc.                                         20" Variable Sheeter
South Park Heating & Air                                       Air Conditioning Unit
Cleveland Gear Company                                         Gear Box
Keith A. Ely & Associates                                      Model 18-2 Sweep Shredder

Xpedx                                                          Shrink Wrap
Xpedx                                                          Shrink Wrap
Hyster Credit Company                                          Hyster E35XL
Airport Center II                                              Devex T2
Ohio Blow Pipe                                                 Shredder Blade Bearings
John R. McClintock & Co.                                       Pallet Rack System
Advanced Web                                                   Bunch Folder
U.S. Printing Supply co.                                       Hot Melt Gluing System
Warehouse One                                                  Pallet Racking
M & G Construction Unlimited                                   Drainage System
C & D Technologies, Inc.                                       Industrial Battery
Gateway                                                        Gateway Co.
Gateway                                                        Gateway Co.
Muller Martini                                                 Motor Part
United Industrial Group                                        Siemans D/C Motor
</TABLE>

THE ABOVE EQUIPMENT IS LOCATED IN ALLEGIIENY COUNTY, PA.

INTERFORM CORPORATION

BY: /S/ Toney K. Adkins
    -------------------

TITLE: Vice President
       --------------











                               Exhibit (10.4)-p31