**EXHIBIT      10.2**

**PROMISSORY        NOTE **

** **

**Borrower:**
**CHAMPION        INDUSTRIES, INC. **

**(TIN:        55-0717455)**

**POST        OFFICE BOX 2968**

**HUNTINGTON.        WV 25728 **

**Lender:**
**FIRST        BANK OF CHARLESTON, INC.**

**201**
**        PENNSYLVANIA AVENUE **

**CHARLESTON**
**.        WV 25302**

**(304)        340-3000**

**Principal        Amount: $642,831.68**
**Interest        Rate: 8.250%**
**Date        of Note: August 30, 2006**

**PROMISE        TO PAY. CHAMPION INDUSTRIES INC ("Borrower") promises to pay to FIRST BANK        OF        CHARLESTON. INC. ("Lender"), or order, In lawful money of the United States        of        America. the principal amount of Six Hundred Forty-two Thousand Eight Hundred        Thirty-one & 68/100 Dollars ($642,831.68), together with interest at the        rate of 8.250% per annum on the unpaid principal balance from August 30,        2006,        until paid in full.**

**PAYMENT.        Borrower will pay this loan in 36 payments of $13,165.37 each payment.        Borrower's first payment is due October 5, 2006. and all subsequent payments        are        due on the same day of each month after that. Borrower's final payment will        be        due on September 5, 2011, and will be for all principal and all accrued interest        not yet paid. Payments include principal and interest. Unless otherwise agreed        or required by applicable law. payments will be applied first to any accrued        unpaid interest; then to principal; then to any unpaid collection costs;        and        then to any 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        index currently is 8.250% per annum. **

**PREPAYMENT;        MINIMUM INTEREST CHARGE**
**minimum        interest charge of $7.50**

**LATE        CHARGE**
**5.000%        of the unpaid portion of the regularly scheduled payment or $50.00, whichever        is        greater.**

**INTEREST        AFTER DEFAULT.**

**DEFAULT.**

**Payment        Default. **

**Other        Defaults.**

**Default        in Favor of Third Parties.**

**False        Statements.**

**Insolvency.**

**Creditor        or Forfeiture Proceedings.**

**Events        Affecting Guarantor.**

**Change        In Ownership. **

**Adverse        Change**

**Insecurity.**

**Cure        Provisions.**

**LENDER'S        RIGHTS.**

**ATTORNEYS'        FEES; EXPENSES. **

**JURY        WAIVER.**

**GOVERNING        LAW.**

**DISHONORED        ITEM FEE.**

**RIGHT        OF SETOFF**

**COLLATERAL.**

**SUCCESSOR        INTERESTS. **

**NOTIFY        US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING        AGENCIES.**

**GENERAL        PROVISIONS. **

**WEST        VIRGINIA INSURANCE NOTICE. **
**Unless        Borrower provides lender with evidence of the insurance coverage required        by        Borrower's agreement with Lender, Lender may purchase insurance at Borrower's        expense to protect Lender's interests in the collateral. This insurance may,        but        need not, protect Borrower's interests. The coverage that lender purchases        may        not pay any claim that Borrower makes or any claim that is made against Borrower        in connection with the collateral. Borrower may later cancel any insurance        purchased by lender, but only after providing lender with evidence that Borrower        has obtained insurance as required by their agreement. If lender purchases        insurance for the collateral. Borrower will be responsible for the costs        of that        Insurance, including Interest and any other charges lender may impose in        connection with the placement of the insurance, until the effective date        of the        cancellation or expiration of the Insurance. The costs of the insurance may        be        added to Borrower's total outstanding balance or obligation. The costs of        the        insurance may be more than the cost of insurance Borrower may be able to        obtain        on Borrower's own.**

**PRIOR        TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD All THE PROVISIONS OF        THIS        NOTE. BORROWER AGREES TO THE TERMS OF THE NOTE.**

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

**CHAMPION        INDUSTRIES INC**

**By:        /s/ Toney K. Adkins**

**TONEY        K ADKINS. President **
**of        CHAMPION INDUSTRIES INC**

**By:        /s/ Walter Sansom**

**WALTER        SANSOM, Secretary of CHAMPION INDUSTRIES INC**

----

**COMMERCIAL        SECURITY AGREEMENT**

** **

**Grantor:**
**CHAMPION        INDUSTRIES, INC. **

**(TIN:        55-0717455)**

**POST        OFFICE BOX 2968**

**HUNTINGTON.        WV 25728 **

**Lender:        **
**FIRST        BANK OF CHARLESTON, INC.**

**201**
**        PENNSYLVANIA AVENUE **

**CHARLESTON**
**.        WV 25302**

**(304)        340-3000**

**THIS        COMMERCIAL SECURITY AGREEMENT dated August 30, 2006, is made and executed        between CHAMPION INDUSTRIES INC ("Grantor") and FIRST BANK OF CHARLESTON.        INC.        ("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.**

**Purchase        Money Security Interest in all printing related equipment including but not        limited to hardware, software, attachments and accessories on the attached        invoices and made part of this agreement.**

**RIGHT        OF SETOFF.**

**GRANTOR'S        REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE        COLLATERAL.**

**Perfection        of Security Interest.**

**Notices        to Lender.**

**No        Violation.**

**Enforceability        of Collateral.**

**Location        of the Collateral.**

**Removal        of the Collateral. **

**Transactions        Involving Collateral.**

**Title.**

**Repairs        and Maintenance.**

**Inspection        of Collateral.**

**Taxes,        Assessments and Liens.**

**Compliance        with Governmental Requirements.**

**Hazardous        Substances.**

**Maintenance        of Casualty Insurance.**

**Application        of Insurance Proceeds.**

**Insurance        Reserves.**

**Insurance        Reports.**

**Financing        Statements.**

**GRANTOR'S        RIGHT TO POSSESSION. **

**LENDER'S        EXPENDITURES.**

----

**DEFAULT.        **

**Payment        Default. **

**Other        Defaults**

**Default        in Favor of Third Parties.**

**False        Statements.**

**Defective        Collateralization.**

**Insolvency.        **

**Creditor        or Forfeiture Proceedings.**

**Events        Affecting Guarantor.**

**Adverse        Change.**

**Insecurity.**

**Cure        Provisions.**

**RIGHTS        AND REMEDIES ON DEFAULT.**

**Accelerate        Indebtedness.**

**Assemble        Collateral.**

**Sell        the Collateral.**

**Appoint        Receiver.**

**Collect        Revenues, Apply Accounts.**

**Obtain        Deficiency.**

**Other        Rights and Remedies.**

**Election        of Remedies.**

**MISCELLANEOUS        PROVISIONS.**

**Amendments.        **

**Attorneys'        Fees; Expenses.**

**Caption        Headings. **

**Governing        **
**Law.        This Agreement will be governed by federal law applicable to Lender and,        to the        extent not preempted by federal law, the laws of the State of West Virginia        without regard to its conflicts of law **
**provisions.        This Agreement **
**has        been accepted by Lender in the State of West Virginia.**

**No        Waiver by Lender.**

**Notices.        **

**Power        of Attorney.**

**Severability**

**Successors        and Assigns.**

**Survival        of Representations and Warranties.**

**Time        is of the Essence.**

**Waive        Jury.**

**DEFINITIONS.**

**Agreement.        **

**Borrower.        **

**Collateral.**

**Default.        **

**Environmental        Laws. **

**Event        of Default. **

**Grantor.**

**Guaranty.**

**Hazardous        Substances.**

**ndebtedness.**

**Lender.**

**Note.**

**Property.**

**Related        Documents. **

**GRANTOR        HAS READ AND UNDERSTOOD All THE PROVISIONS OF THIS COMMERCIAL SECURITY AGREEMENT        AND AGREES TO ITS TERMS. THIS AGREEMENT IS DATED AUGUST 30,        2006.**

**GRANTOR:**

**CHAMPION        INDUSTRIES, INC.**

**By: /s/        Toney K.        Adkins                         **

**TONEY        K. ADKINS, President of CHAMPION INDUSTRIES, INC.**

**COMMUNITY        TRUST BANK, INC.**

**X_________________________________**

**Authorized        Signer**

----

**BUSINESS        LOAN AGREEMENT**

** **

**Borrower:**
**CHAMPION        INDUSTRIES, INC. **

**(TIN:        55-0717455)**

**POST        OFFICE BOX 2968**

**HUNTINGTON.        WV 25728 **

**Lender:**
**FIRST        BANK OF CHARLESTON, INC.**

**201**
**        PENNSYLVANIA AVENUE **

**CHARLESTON**
**.        WV 25302**

**(304)        340-3000**

**THIS        BUSINESS LOAN AGREEMENT dated August 30, 2006, is made and executed between        CHAMPION INDUSTRIES INC ("Borrower") and FIRST BANK OF CHARLESTON, INC.        ("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; (B) the granting, renewing, or extending of        any        Loan by Lender at all times shall be subject to Lender's sole judgment and        discretion; and (C) all such Loans shall be and remain subject to the terms        and        conditions of this Agreement.**

**TERM**

**CONDITIONS        PRECEDENT TO EACH ADVANCE**

**Loan        Documents**

**Borrower's        Authorization**

**Payment        of Fees and Expenses**

**Representations        and Warranties**

**No        Event of Default**

**REPRESENTATIONS        AND WARRANTIES**

**Organization.**

**Assumed        Business Names**

**Authorization**

**Financial        Information**

**Legal        Effect**

**Properties**

**Hazardous        Substances**

**Litigation        and Claims**

**Taxes**

**Lien        Priority**

**Binding        Effect.**

**AFFIRMATIVE        COVENANTS**

**Notices        of Claims and Litigation**

**Financial        Records**

**Financial        Statements**

**Annual        Statements**

**Tax        Returns**

**Additional        Information**

**Insurance**

**Insurance        Reports**

**Other        Agreements**

**Loan        Proceeds**

**Taxes,        Charges and Liens**

**Performance**

**Operations**

**Environmental        Studies**

**Compliance        with Governmental Requirements**

**Inspection**

**Environmental        Compliance and Reports**

**Additional        Assurances**

**LENDER'S        EXPENDITURES**

**CESSATION        OF ADVANCES**

**RIGHT        OF SETOFF**

**DEFAULT**

**Payment        Default**

**Other        Defaults**

**Default        in Favor of Third Parties**

**False        Statements**

**Insolvency**

**Defective        Collateralization**

**Creditor        or Forfeiture Proceedings**

**Events        Affecting Guarantor**

**Change        in Ownership.**

**Adverse        Change**

**Insecurity**

**Right        to Cure**

**EFFECT        OF AN EVENT OF DEFAULT**

**MISCELLANEOUS        PROVISIONS**

**Amendments**

**Attorneys'        Fees; Expenses**

**Caption        Headings**

**Consent        to Loan Participation**

**Governing        Law.**

**No        Waiver by Lender**

**Notices**

**Severability**

**Subsidiaries        and Affiliates of Borrower**

**Successors        and Assigns**

**Survival        of Representations and Warranties**

**Time        is of the Essence**

**Waive        Jury. All parties to this Agreement hereby waive the rig to any jury trial        in        any action, proceeding, or counterclaim brought by any party against any        other        party.**

**DEFINITIONS.**

**Advance**

**Agreement**

**Borrower.**

**Collateral.**

**Environmental        Laws**

**Event        of Default**

**GAAP.**

**Grantor**

**Guarantor**

**Guaranty**

**Hazardous        Substances**

**Indebtedness**

**Lender**

**Loan.**

**Note.**

**Related        Documents**

**Security        Agreement**

**Security        Interest**

**BORROWER        ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT        AND        BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS DATED AUGUST        30,        2006.**

**BORROWER:**

**CHAMPION        INDUSTRIES, INC.**

**By:  /s/        Toney K.        Adkins                         **

**TONEY        K ADKINS. President **
**of        CHAMPION INDUSTRIES INC**

**By:  /s/        Walter        Sansom                         **

**WALTER        SANSOM, Secretary of CHAMPION INDUSTRIES INC**

**LENDER:**

**FIRST        BANK OF CHARLESTON, INC.**

**By:_______________________________**

**Authorized        Signer**