10.2

$1,000,000  Business Loan Agreement and promissory note by and between the Company and Community  Trust Bank, N.A. as of March 19, 2004.

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**BUSINESS  LOAN AGREEMENT**

 
| **Borrower:** | **CHAMPION          INDUSTRIES, INC. (TIN:55-0717455)** | **Lender** | **Community          Trust Bank, Inc.** |
|---------------|---------------------------------------------------------|------------|-----------------------------------------|
|               | **P.O.          BOX 2968**                              |            | **Main          Office**                |
|               | **HUNTINGTON,          WV 25728-2968**                  |            | **346          North Mayo Trail**       |
|               |                                                         |            | **P.O.          Box 2947**              |
|               |                                                         |            | **Pikeville,          KY 41502-2947**   |

**THIS BUSINESS    LOAN AGREEMENT dated March 19, 2004, is made and executed between CHAMPION    INDUSTRIES, INC. ("Borrower") and Community Trust Bank 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. **    This Agreement shall be effective as of March 19, 2004, 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 March 19, 2009.

**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 security interests      in the Collateral; (3) financing statements and all other documents 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 substanceto 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 proved 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 all other states in which Borrower is doing business,      having detained 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 principal office at 2450-90 First Avenue, Huntington, WV 25703. Unless      Borrower has designated otherwise in writing, this is the principal office      at which Borrower keeps its books and records including its records concerning      the Collateral. Borrower will notify Lender prior to any change in the location      of Borrower's state of organization or any change in Borrower's name. 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 (a) borrower's articles of incorporation      or organization, or bylaws, or (b) 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 the 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. To all        of Borrower's properties are 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, contactor,      agent or other authorized user of any of the Collateral shall use, generate,      manufacture, store, beat, 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 ail 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 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 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 Interests on or affecting any of the Collateral      directly or indirectly securing repayment of Borrower’s Loan and Note,      that would be prior or that may in any way be superior to Lender’s      Security Interests and rights in and to such Collateral.**Binding Effect. **      This Agreement, the Note, all Security Agreements (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      Records. ** 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 one-hundred-twenty        (120) 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 one-hundred-twenty        (120) 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’s 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        coverage’s 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 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 detained, 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 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      the 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, with a certificate executed by Borrower’s      chief financial officer, or other officer or person acceptable to Lender,      certifying that the representations and warranties set forth in this Agreement      are true and correct as of the date of the certificate and further certifying      that, as of the date of the certificate, no Event of Default exists under      this Agreement.**Environmental      Compliance and Reports. **Borrowers 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 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 b 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 b 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 Of 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      ail 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 the date of repayment by Borrower. Ail such expenses will become      a part of the Indebtedness and, at Lender's option, will (A) be payable      on demand; (B) be added b 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 Lende
**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      eases, (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      b 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      to any other person, enterprise or entity, (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.**Agreements.**       Borrower will not enter into any agreement containing any provisions      which would be violated or breached by the performance of Borrower's obligations      under this Agreement or in connection herewith.
**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 change in Borrowers 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 performs 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 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.**Effective      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 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 Borrower’s accounts, with Lender.  However, this Event      of Default shall not apply if there is a good faith disputer 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 proceedings 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 Guarantors 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 the Loan is      impaired.**Insecurity.**       Lender in good faith believes itself insecure. **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 geminate (including any      obligations 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, exceed 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 singularity 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; Expenses.**  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 attorney’s      fees and legal expenses for bankruptcy proceedings (including efforts to      notify 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 additional 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 Borrowers 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.**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 Lenders right otherwise to demand strict compliance with that      provision or any other provision of this Agreement. No prior waiver by Lender,      nor any course of dealing between Lender and Borrower, or between Lender      and any Grantor, shall constitute a waiver of any d 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      cases such consent may be granted or withheld in the sole discretion of      Lender.**Notices.**       Any notice requires 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 mall      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 ail times d 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 ail 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 provided require by law, if      there is more than one Borrower, any notice given by Lender to any Borrower’s      is deemed to be notice given to all Borrowers.**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 Borrowers 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 by or on behalf      of Borrower contained in this Agreement or any Related Documents shall bind      Borrowers 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 h 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 will generally accepted      accounting principles as in effect on the date of this Agreement:
**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 will ail exhibits and schedules attached to this Business      Loan Agreement from time to time.**Borrower.       **The word “Borrower” means CHAMPION INDUSTRIES,      INC. and includes all co-signers and co-makers signing the Note.**Collateral.       **The word “Collateral” means ail property and      assets granted as collateral security for a Loan, whether real or personal      properly, 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 heath 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 d 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      responsive under this Agreement or under any of the Related Documents**Lender.**       The word “Lender” means Community Trust Bank, Inc, 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.**Note.**       The word “Note” means the Note executed by CHAMPION INDUSTRIES,      INC. In the principal amount of $1,000,020.00 dated March 19, 2004, together      with all renewals of, extensions of, modifications of, refinancing of, consolidations      of, and substitutions for the note or credit agreement.**Permitted      Liens.**  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 co 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 h 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 instruments, 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, either 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.
**BORRROWER ACKNOWLEDGES      HAVING READ ALL THE PROVISIONS OF HIS BUSINESS LOAN AGREEMENT AND BORROWER      AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS DATED MARCH 19, 2004.**

**BORROWER:**

**CHAMPION INDUSTRIES,      INC.**

**By:________________________________**
** TONEY K.    ADKINS, Vice President of CHAMPION INDUSTRIES, INC.**
**LENDER:**

**COMMUNITY TRUST      BANK, INC.**

**By:________________________________**

** Authorized      Signer**

#####  

----

**PROMISSORY  NOTE**

| **Borrower:  ** | **Champion Industries, Inc.(TIN:55-0717455)** | **Lender:** | **Community            Trust Bank,Inc.** |
|---------------------------|-----------------------------------------------|-------------|------------------------------------------|
|                           | **P.O. Box 2968 **                       |             | **Main            Office**               |
|                           | **Huntington, WV 25728-2968  **     |             | **346            North Mayo Trail**      |
|                           |                                               |             | **Pikeville,            KY 41502-2947**  |

**Principal Amount:    $1,000,020.00   Initial Rate: 4.000%   Date of Note: 3-19-2004 **

**PROMISE TO PAY. CHAMPION    INDUSTRIES, Inc. (“Borrower”) promises to pay to Community Trust    Bank, Inc. (“Lender”), or order, in lawful money of the United    States of America, the principal amount of One Million Twenty & 00/100    Dollars ($1,000,020.00), together with interest on the unpaid principal balance    from March 19, 2004, until paid in full.**

**PAYMENT.  Subject    to any payment changes resulting form changes in the index, Borrower will    pay this loan in 60 payments of $18,444.50 each payment. Borrower’s    first payment is due April 19, 2004, and all subsequent payments are due on    the same day of each month after that.  Borrower’s final payment    will be due on March 19, 2009, 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 unpaid collection costs; then to any late charges. The annual interest    rate for the Note is computed on a 365/360 basis; that is, by applying the    ratio of 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    1s 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 4.000% 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 4.000% per annum. **NOTICE:    Under no circumstances will interest rate on this Note be more than the maximum    rate allowed by applicable law. Whenever increases occur in the interest rate,    Lender, at its option, may do one or more of the following: (A) increase Borrower’s    payment to ensure Borrower’s loan will pay off by its original final    maturity date, (B) increase Borrower’s payments to cover accruing interest,    (C) increase the number of Borrower’s payments, and (D) continue Borrower’s    payments at the same amount and increase Borrower’s final payment.       

**PREPAYMENT.**      Borrower may pay without penalty all or portion of the amount owed earlier    than it is due.  Early payments will not, unless agreed to by Lender    in writing, relieve Borrower of Borrower’s obligation to continue to    make payments of accrued unpaid interest.  Rather, early payments will    reduce the principal balance due.  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 any check or    other payment instrument that indicates that the payment constitutes “payment    if 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, Inc., 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 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    effect any of Borrower’s property or Borrower’s ability to repay    this Note or perform Borrower’s obligations 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 or 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 of forfeiture proceedings,    whether by judicial proceeding, self-help, repossession or any other method,    by any creditor of Borrower’s accounts, including deposit accounts,    with Lender.  However, the Event of Default shall 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, surely, or accommodation party of any of the indebtedness    or any guarantor, endorser, surety, or accommodation part 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 this 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 cured 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 reasonable 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    attorneys’ fees and Lender’s Legal expenses, whether or not there    is a lawsuit, including attorneys’ fees, expense for bankruptcy proceedings    (including efforts to modify or vacate any automatic stay or injunction),    and necessary steps sufficient to produce compliance as soon as reasonably    practical.

**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 State of West Virginia.  This Note has been accepted    by Lender in the State of West Virginia.**

**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.    

**RIGHT OF SETOFF.**     To the extent permitted by applicable law, Lender reserves the 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 debt against any and all such accounts.  

**COLLATERAL.**  Borrower    acknowledges this Note is secured by (1) Heidelberg Speedmaster SN74-6P3 +    L (2/3 Press, S/N 626493 including Alcolor Vario System, Heidelberg Dryer    Varnish, Nela Ternes Punch/Blender Pkg. #5, Exhaust Hood Farbe/Lack LGK.     

**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. 

**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.  

**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 presentiment,    demand for payment, and notice of dishonor.  Upon any change in 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 form liability. All such parties agree that Lender may renew    or extend (repeatedly and for any length of time) this loan or release any    party or guarantor or collateral; or impair, fail to realize upon or perfect    Lender’s security interest in the collateral; and take any other action    deemed necessary by Lender without the consent of or notice to anyone. All    such parties also agree that Lender may modify this loan without the consent    of or notice to anyone other than the party with whom the modifications are    made.  Note are joint and several.  

**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 interest 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 cost of the 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, INCLUDING    THE VARIABLE INTEREST RATE PROVISIONS, BORROWER AGREES TO TERMS OF THIS NOTE. **

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

**BORROWER:**

**CHAMPION INDUSTRIES,    INC.**

 

**By: ______________________________**

**       Toney K. Adkins, Vice President of**

**       Champion Industries, Inc.**

 

**LENDER:**

**COMMUNITY TRUST BANK,    INC.**

** **

**By: ______________________________**

**       Authorized Signature**