##### 



14.2

Code of Business Conduct and Ethics.





---



##### 



CHAMPION INDUSTRIES, INC.
CODE OF BUSINESS CONDUCT AND ETHICS

I. OVERVIEW

Champion Industries, Inc.s Code of Business Conduct and Ethics sets forth the
guiding principles by which we operate our company and conduct our daily
business with our shareholders, customers, vendors and with each other. These
principles apply to all of the directors, officers and employees of Champion
Industries, Inc. and all of its wholly-owned subsidiaries (referred to in this
Code as the Company or Champion). The Chief Executive Officer, Chief
Operating Officer, Chief Financial Officer and Chief Accounting Officer also
are covered by an additional code of ethics for senior financial officers.

To further the Companys fundamental principles of honesty, loyalty, fairness
and forthrightness, we have established this Code. Our Code strives to deter
wrongdoing and promote the following five objectives:



| | 1. |  | Honest and ethical conduct, including handling of actual
or apparent conflicts of interests;           
| | -- |  | -------------------------------------------------------------------------------------------------------
|
| | 2. |  | Full, fair, accurate, timely and transparent disclosure;                                               
|
| | 3. |  | Compliance with the applicable government and
self-regulatory organization laws, rules and regulations;
|
| | 4. |  | Prompt internal reporting of Code violations; and                                                      
|
| | 5. |  | Accountability for compliance with the Code.                                                           

Below, we discuss situations that require application of our fundamental
principles and promotion of our objectives. If there is a conflict between this
Code and a specific procedure you should consult senior management for
guidance.

ACCOUNTABILITY FOR COMPLIANCE WITH THE CODE

Each of the Companys directors, officers and employees is expected to:

Understand. Champion expects you to understand the requirements of your
position including Company expectations and governmental rules and regulations
that apply to your position.

Comply. Champion expects you to comply with this Code and all applicable laws,
rules and regulations.

Report. Champion expects you to report any violation of this Code of which you
become aware.

Be Accountable. Champion holds you accountable for complying with the Code.

2



---



##### 



II.     PRINCIPLES

Accounting Policies

Champion and each of our subsidiaries will make and keep books, records and
accounts, which in reasonable detail accurately and fairly present the
transactions and disposition of the assets of our Company.

All directors, officers, employees and other persons are prohibited from
directly or indirectly falsifying or causing to be false or misleading any
financial or accounting book, record or account. You and others are expressly
prohibited from directly or indirectly manipulating an audit, and from
destroying or tampering with any record, document or tangible object with the
intent to obstruct a pending or contemplated audit, review or federal
investigation. The commission of, or participation in, one of these prohibited
activities or other illegal conduct could subject the perpetrator to federal
penalties, as well as punishment of up to and including termination of
employment.

No director, officer or employee of the Company may directly or indirectly:



| | - |  | Make or cause to be made a materially false or misleading statement, or                                                    
| | - |  | ---------------------------------------------------------------------------------------------------------------------------
|
| | - |  | Omit to state, or cause another person to omit to state, any material fact necessary to make statements made not misleading

in connection with the audit of financial statements by independent
accountants, the preparation of any required reports whether by independent or
internal accountants, or any other work which involves or relates to the filing
of a document with the Securities and Exchange Commission (SEC).

All of the Companys books, records, accounts and financial statements must be
maintained in reasonable detail, must appropriately reflect the Companys
transactions and must conform both to applicable legal and accounting
requirements and to the Companys system of internal controls. Unrecorded or
off the books funds or assets should not be maintained unless permitted by
applicable law or regulation. Records should always be retained or destroyed
according to the Companys record retention policies. In accordance with those
policies, in the event of litigation or governmental investigation please
consult senior management.

Antitrust and Fair Competition Laws

The purpose of antitrust laws in the United States and most other countries is
to provide a level playing field to economic competitors and to promote fair
competition. No director, officer or employee, under any circumstances or in
any context, may enter into any understanding or agreement, whether express or
implied, formal or informal, written or oral, with an actual or potential
competitor, which would illegally limit or restrict in any way either partys
actions, including the offers of either party to any third party. This
prohibition includes any action relating to prices, costs, profits, products,
services, terms or conditions of sale, market share or customer or supplier
classification or selection.

3



---



##### 



It is our policy to comply with all U.S. antitrust laws. This policy is not to
be compromised or qualified by anyone acting for or on behalf of our Company.
You must understand and comply with the antitrust laws as they may bear upon
your activities and decisions. Anti-competitive behavior in violation of
antitrust laws can result in criminal penalties, both for the individual
involved and for the Company. Accordingly, any question regarding compliance
with antitrust laws or your responsibilities under this policy should be
directed to the President. Any director, officer or employee found to have
knowingly participated in violating the antitrust laws will be subject to
disciplinary action, up to and including termination of employment.

Below are some scenarios that are prohibited and scenarios that could be
prohibited for antitrust reasons. These scenarios are not an exhaustive list of
all prohibited and possibly prohibited antitrust conduct. When in doubt about
any situation, whether it is discussed below or not, you should consult with
the President.

The following scenarios are prohibited for antitrust or anti-competition
reasons:



| | - |  | Proposals or execution of any agreements or understanding  express or
implied, formal or informal, written or oral  with any competitor
regarding any aspect of competition between Champion and the competitor
for sales to third parties.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | - |  | Proposals or execution of any agreements or understanding with customers
which restrict the price or other terms at which the customer may resell
or lease any product to a third party.                                                     
|
| | - |  | Proposals or execution of any agreements or understanding with suppliers
which restrict the price or other terms at which Champion may resell or
lease any product or service to a third party.                                              

The following business arrangements could raise anti-competition or antitrust
law issues. Before entering into them, you must consult with the President:



| | - |  | Exclusive arrangements for the purchase or sale of products or services.              
| | - |  | --------------------------------------------------------------------------------------
|
| | - |  | Bundling of goods and services.                                                       
|
| | - |  | Technology licensing agreements that restrict the freedom of the
licensee
or licensor.
|
| | - |  | Agreements to add a Champion employee to another entitys Board of
Directors.         

Bribery

You are strictly forbidden from offering, promising, or giving money, gifts,
loans, rewards, favors or anything of value to any customer, governmental
official, employee, agent or other intermediary (either inside or outside the
United States) which is prohibited by law. Those paying a bribe may subject the
Company and themselves to civil and criminal penalties. When dealing with
government customers or officials, no improper payments will be tolerated. If
you receive any offer of

4



---



##### 



money or gifts that is intended to influence a business decision, then it
should be reported to your supervisor and the President immediately.

The Company prohibits improper payments in all of its activities, whether these
activities are with governments or in the private sector.

The U.S. government has a number of laws and regulations regarding business
gratuities which may be accepted by U.S. government personnel. The promise,
offer or delivery to an official or employee of the U.S. government of a gift,
favor or other gratuity in violation of these rules would not only violate
Company policy but could also be a criminal offense. State and local
governments, as well as foreign governments, may have similar rules. The
Companys Chief Financial Officer can provide guidance to you in this area.

Complying With Laws, Regulations, Policies And Procedures

All directors, officers and employees of Champion are expected to understand,
respect and comply with all of the laws, regulations, policies and procedures
that apply to them in their position with Champion. Employees are responsible
for talking to their manager or compliance officer to determine which laws,
regulations and Champion policies apply to their position and what training is
necessary to understand and comply with them.

Computer and Information Systems

For business purposes, officers and employees are provided telephones and
computer workstations and software, including network access to computing
systems such as the Internet and e-mail, to improve personal productivity and
to
efficiently manage proprietary information in a secure and reliable manner. You
must obtain permission from the accounting department to install any software
on any Company computer or connect any personal laptop to the Company network.
As with other equipment and assets of the Company, we are each responsible for
the appropriate use of these assets. Except for limited personal use of the
Companys telephones and computer/e-mail, such equipment may be used only for
business purposes. Officers and employees should not expect a right to privacy
of their e-mail. All e-mails on Company equipment are subject to monitoring by
the Company.

Conflicts Of Interest

All directors, officers and employees of Champion should be scrupulous in
avoiding any action or interest that conflicts or gives the appearance of a
conflict with Champions interests. A conflict of interest exists whenever an
individuals private interests interfere or conflict in any way (or even appear
to interfere or conflict) with the interests of Champion. A conflict situation
can arise when an employee, officer or director takes actions or has interests
that may make it difficult to perform his or her work for Champion objectively
and effectively. Conflicts of interest may also arise when a director, officer
or employee or a member of his or her family receives improper personal
benefits as a result of his or her position with Champion, whether from a third
party or from Champion. Conflicts of interest are prohibited as a matter of
Champion policy. Conflicts of interest may not always be clear-cut, so if a
question arises, an officer or employee should consult with higher levels of
management. Any employee, officer or director who becomes aware of a conflict
or

5



---



##### 



potential conflict should bring it to the attention of a supervisor, manager or
other appropriate personnel or consult the procedures described in this Code.

Here are some examples of conflicts of interest:

Family Members. Actions of family members may create a conflict of interest.
For example, gifts to family members by a customer or supplier of the Company
are considered gifts to you and must be reported. Doing business for the
Company with organizations where your family members are employed or which are
partially or fully owned by your family members or close friends may create a
conflict or the appearance of a conflict of interest. For purposes of the Code
family members includes any child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law or sister-in-law, and adoptive relationships.

Gifts, Entertainment, Loans, or Other Favors. Directors, officers and
employees shall not seek or accept personal gain, directly or indirectly, from
anyone soliciting business from, or doing business with the Company, or from
any person or entity in competition with us. Examples of such personal gains
are gifts, non-business-related trips, gratuities, favors, loans, and
guarantees of loans, excessive entertainment or rewards. However, you may
accept gifts of a nominal value. Other than common business courtesies,
directors, officers, employees and independent contractors must not offer or
provide anything to any person or organization for the purpose of influencing
the person or organization in their business relationship with us.

Directors, officers and employees are expected to deal with advisors or
suppliers who best serve the needs of the Company as to price, quality and
service in making decisions concerning the use or purchase of materials,
equipment, property or services. Directors, officers and employees who use
Champion advisors, suppliers or contractors in a personal capacity are expected
to pay market value for materials and services provided.

Outside Employment. Officers and employees may not participate in outside
employment, self-employment, or serve as officers, directors, partners or
consultants for outside organizations, if such activity:



| | 1. |  | reduces work efficiency;                                                               
| | -- |  | ---------------------------------------------------------------------------------------
|
| | 2. |  | interferes with your ability to act conscientiously in
our best interest; or           
|
| | 3. |  | enables you to utilize our proprietary or confidential
procedures, plans or techniques.

You must inform your supervisor of any outside employment, including the
employers name and expected work hours.

Reporting Conflicts of Interest or Potential Conflicts of Interest. Employees
should report any actual or potential conflict of interest involving themselves
or others of which they become aware to their supervisor or a member of senior
management. Officers should report any actual or potential conflict of interest
involving yourself or others of which you become aware to the President or to
the Chairman of the Board of Directors or to the Chairman of the Audit
Committee of the Board of Directors.

6



---



##### 



Directors should report any actual or potential conflict of interest involving
yourself or others of which you become aware to the Chairman of the Board of
Directors or the Chairman of the Audit Committee of the Board of Directors.

Corporate Opportunity

Directors, officers and employees are prohibited from (a) taking for themselves
personally opportunities that properly belong to Champion or are discovered
through the use of corporate property, information or position; (b) using
corporate property, information or position for personal gain; and (c)
competing with the Company. Directors, officers and employees owe a duty to
Champion to advance Champions legitimate interests when the opportunity to do
so arises.

Confidentiality

Directors, officers and employees must maintain the confidentiality of
confidential
information entrusted to them by Champion or its suppliers or customers, except
when disclosure is specifically authorized or required by laws, regulations or
legal proceedings. Confidential information includes all non-public information
that might be of use to competitors of Champion or harmful to Champion or its
customers or employees if disclosed.

Fair Dealing

We seek to outperform our competition fairly and honestly. We seek competitive
advantages through superior performance, never through unethical or illegal
business practices. Stealing proprietary information, possessing or utilizing
trade secret information that was obtained without the owners consent or
inducing such disclosures by past or present employees of other companies may
be illegal, and is prohibited whether legal or not. Each director, officer and
employee is expected to deal fairly with Champions customers, suppliers,
competitors, officers and employees. No one should take unfair advantage of
anyone through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts or any other unfair dealing.

Insider Trading or Stock Tipping

Directors, officers and employees who are aware of material, nonpublic
information (an insider) from or about the Company, are not permitted,
directly or through family members or other persons or entities, to:



| | - |  | Buy or sell securities (or derivatives relating to such securities) of
Champion (other than pursuant to a pre-approved trading
plan that complies with the SEC Rule 10b5-1), or
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | - |  | Pass on, tip or disclose material, nonpublic information to others
outside the Company including family and friends.                                                           

Such buying, selling or trading of securities may be punished by discipline
up to and including termination of employment; civil actions, including
penalties of up to three times the amount of profit gained or loss avoided by
the inside trade or stock tip; or criminal actions, including jail time.

7



---



##### 



Examples of information that could be material, non-public information if not
publicly disclosed include:



| | - |  | Annual, quarterly or monthly financial results, a change in
earnings or earnings projections, or unexpected or unusual gains or
losses in major operations.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | - |  | Negotiations and agreements regarding mergers, concessions,
joint ventures, acquisitions, divestitures, business combinations or
tender offers.            
|
| | - |  | An increase or decrease in dividends on the Companys common
stock.                                                                                        
|
| | - |  | Significant major regulatory changes.                                                                                                                      
|
| | - |  | Significant major management changes.                                                                                                                      
|
| | - |  | A substantial contract award or termination.                                                                                                               
|
| | - |  | A threatened or recently filed major lawsuit or claim.                                                                                                     
|
| | - |  | The gain or loss of a significant customer or supplier.                                                                                                    
|
| | - |  | The filing of a bankruptcy petition by the Company or a significant
subsidiary.                                                                            
|
| | - |  | Information that is considered confidential.                                                                                                               
|
| | - |  | Any other undisclosed information that could affect our stock price.                                                                                       

Another Companys Securities. The same policy also applies to securities
issued by another company if you have acquired material, nonpublic information
relating to such company in the course of your employment or affiliation with
Champion.

Trades Following Disclosure. When material information has been publicly
disclosed, each insider must continue to refrain from buying or selling the
securities in question until the third business day after the information has
been publicly released to allow the markets time to absorb the information.

Political Contributions

You shall refrain from making any use of Company, personal or other funds or
resources on behalf of the Company for political or other purposes which are
improper or prohibited by applicable federal, state, local or foreign laws,
rules or regulations. Company contributions or expenditures in connection with
election campaigns will be permitted where allowed by federal, state, local or
foreign election laws, rules and regulations.

You are encouraged to participate actively in the political process. We believe
that individual participation is a continuing responsibility of those who live
in a free state.

8



---



##### 



Prohibited Substances

The Company has policies prohibiting the use of alcohol, illegal drugs or other
prohibited items, including legal drugs which affect the ability to perform
ones work duties, while on Company premises. We also prohibit the possession
or use of alcoholic beverages, firearms, weapons or explosives on our property
unless authorized by an Executive Officer of the Company. In addition, we
prohibit you from reporting to work while under the influence of alcohol or
illegal drugs.

Protection and Proper Use of Champion Assets

All directors, officers and employees should protect Champions assets and
ensure their efficient use. All Champion assets should be used for legitimate
business purposes.

Public Company Reporting and Public Communications

It is of critical importance that Champions filings with the Securities and
Exchange Commission and its other public communications contain disclosures
that are full, fair, accurate, timely and understandable. Depending on their
position with the Company, an employee, officer or director may be called upon
to provide necessary information to assure that the Companys reports and
documents filed with or submitted to the SEC and its other public
communications meet this standard. Champion expects employees, officers and
directors to take this responsibility very seriously and to provide prompt
accurate answers to inquiries related to the Champions public disclosure
requirements.

Record Retention

We have detailed document retention policies to systematically establish
retention periods for records created or received in the normal course of
business. A record is information, regardless of physical format, which has
been created or received in the transaction of the Companys business. Physical
format of a record includes hard copy, electronic, magnetic tape, disk, audio,
video, optical image, etc. Each corporate department and office is responsible
for the maintenance, retrieval, transfer, and destruction of its records in
accordance with the established filing procedures, records retention schedules
and procedures.

Before any destruction of any documents or records, you must consult the
document retention procedures. You are required to review, follow and abide by
the terms of this policy and related procedures. If the policy or procedure is
not clear, questions arise, or there is a pending or anticipated official
proceeding, then the President must approve any document destruction.

The alteration, destruction or falsification of corporate documents or records
may constitute a criminal act. In addition, such destruction or alteration of
documents may be punished by discipline up to and including termination of
employment. Destruction or alteration of documents with the intent to obstruct
a pending or anticipated official government proceeding is a criminal act and
could result in large fines and a prison sentence of up to 20 years. Document
destruction or falsification in other contexts can result in a violation of the
federal securities laws or the obstruction of justice laws.

9



---



##### 



III. REPORTING ILLEGAL OR UNETHICAL BEHAVIOR

Reporting Illegal or Unethical Behavior

Employees who suspect or know of violations of this Code or illegal or
unethical business or workplace conduct by employees, officers or directors
have an obligation to contact either their immediate supervisor or other
superiors or an appropriate member of senior management. If the individuals to
whom such information is conveyed are not responsive, or if there is reason to
believe that reporting to such individuals is inappropriate in particular
cases, then the employee, officer or director may contact the President of the
Company. Such communications will be kept confidential to the extent feasible.
If the employee is still not satisfied with the response, the employee may
contact the Audit Committee of the Board of Directors of the Company. If
concerns or complaints require confidentiality, then this confidentiality will
be protected to the extent feasible, subject to applicable law. Directors and
officers should report any potential violations of this Code to the President,
the Chairman of the Audit Committee of the Board of Directors or the Chairman
of the Board of Directors.

Accounting Complaints

Champions policy is to comply with all applicable financial reporting and
accounting regulations. If any director, officer or employee of the Company has
unresolved concerns or complaints regarding questionable accounting or auditing
matters of the Company, then he or she is encouraged to submit those concerns
or complaints (anonymously, confidentially or otherwise) to the Audit Committee
of the Board of Directors. Subject to its legal duties, the Audit Committee of
the Board of Directors and the Board will treat such submissions
confidentially. Such submissions may be directed to the attention of the Audit
Committee of the Board of Directors, or any director who is a member of the
Audit Committee of the Board of Directors, at the principal executive offices
of Champion. The Audit Committee has established the following procedures for
handling complaints regarding accounting or auditing matters:

Employee
Complaint Procedures for Accounting and Auditing Matters



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Any employee of Champion Industries, Inc. (the Company) or
its subsidiaries may submit a good faith complaint regarding
accounting or auditing matters to the Audit Committee of the Board
of Directors (the Audit Committee) without fear of dismissal or
retaliation of any kind. The Company is committed to achieving
compliance with all applicable securities laws and regulations,
accounting standards, accounting controls and audit practices. The
Companys Audit Committee will oversee treatment of employee
concerns in this area.
|
| | In order to facilitate the reporting of employee complaints,
the Companys Audit Committee has established the following
procedures for (1) the receipt, retention and treatment of
complaints regarding accounting, internal accounting controls, or
auditing matters (Accounting Matters) and (2) the confidential,
anonymous submission by employees of concerns regarding
questionable accounting or auditing matters.                                                                                                                        

10



---



##### 





| |   |  | Receipt of Employee
Complaints                                                                                                                                    
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Employees with concerns regarding Accounting Matters may
report their concerns to the President and Chief Operating
Officer or the Audit Committee of the Company.
|
| |  |  | Employees may forward complaints on a confidential or
anonymous basis to the Audit Committee through e- mail or
regular mail to:                                  

|                          |  |    |  |                           |  |                   |  | 
|------------------------- |  | -- |  | ------------------------- |  | ----------------- |  | 
|Philip E. Cline           |  |    |  | Kirby J. Taylor          
|Chairman, Audit Committee |  |    |  | President and Chief      
|                          |  |    |  |                           |  | Operating Officer
|Champion Industries, Inc. |  | or |  | Champion Industries, Inc.
|P.O. Box 2968             |  |    |  | P.O. Box 2968            
|Huntington, WV 25728-2968 |  |    |  | Huntington, WV 25728-2968
|e-mail:                   |  |    |  | e-mail:                  



| |  |  | Any employee complaints received by management of the
Company shall be promptly forwarded to the Audit Committee.
| | - |  | -----------------------------------------------------------------------------------------------------------------
|
| |   |  | Complaint Procedure                                                                                              



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | All mailed complaints shall be forwarded in a sealed envelope
addressed either to the Chairman of the Audit Committee or the
President and Chief Operating Officer, containing another envelope
labeled with a legend such as: To be opened by the Audit
Committee only. Being submitted pursuant to the whistleblower
policy adopted by the Audit Committee. If an employee would like
to discuss any matter with the Audit Committee, the employee
should indicate this in the submission and include a telephone
number at which he or she might be contacted if the Audit
Committee deems it appropriate.



| |  | Scope of Matters Covered by
These Procedures                                                                                                             
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | These procedures relate to employee complaints relating to any
questionable accounting or auditing matters, including, without
limitation, the following:



| |  |  | fraud or deliberate error in the preparation, evaluation,
review or audit of any financial statement of the Company;                                                                     
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | fraud or deliberate error in the recording and maintaining
of financial records of the Company;                                                                                          
|
| |  |  | deficiencies in or noncompliance with the Companys
internal accounting controls;                                                                                                        
|
| |  |  | misrepresentation or false statement to or by a senior
officer or accountant regarding a matter contained in the
financial records, financial reports or audit reports of the
Company; or

11



---



##### 





| |  |  | deviation from full and fair reporting of the Companys
financial condition.                                                                                                                                                                                                                                                                                                  
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |   |  | Treatment of Complaints                                                                                                                                                                                                                                                                                                                                                       
|
| |  |  | Upon receipt of a complaint, the Audit Committee will (i)
determine whether the complaint actually pertains to Accounting
Matters and (ii) when possible, acknowledge receipt of the
complaint to the sender.                                                                                                                                                                 
|
| |  |  | Complaints relating to Accounting Matters will be reviewed
under Audit Committee direction and oversight by legal counsel,
Internal Audit or such other persons as the Audit Committee
determines to be appropriate. Confidentiality will be
maintained to the fullest extent possible, consistent with the
need to conduct an adequate review.                               
|
| |  |  | Prompt and appropriate corrective action will be taken
when and as warranted in the judgment of the Audit Committee.                                                                                                                                                                                                                                                          
|
| |  |  | The Company will not discharge, demote, suspend, threaten,
harass or in any manner discriminate against any employee in
the terms and conditions of employment based upon any lawful
actions of such employee with respect to good faith reporting
of complaints regarding Accounting Matters or otherwise as
specified in Section 806 of the Sarbanes-Oxley Act of 2002.     
|
| |   |  | Reporting and Retention of
Complaints and Investigations                                                                                                                                                                                                                                                                                                                      
|
| |  |  | The Audit Committee will maintain a log of all complaints,
tracking their receipt, investigation and resolution and shall
prepare a periodic summary report thereof for the Audit
Committee. Copies of complaints and such log will be maintained
in accordance with the Companys document retention policy, but
in all events for a period of not less than seven (7) years.

Non-Retaliation

Champion prohibits retaliation of any kind against individuals who have made
good faith reports or complaints of violations of this Code or other known or
suspected illegal or unethical conduct. However, if a reporting individual was
involved in improper activity the individual may be appropriately disciplined
even if he or she was the one who disclosed the matter to the Company. In these
circumstances, we may consider the conduct of the reporting individual in
promptly reporting the information as a mitigating factor in any disciplinary
decision.

IV.     AMENDMENT, MODIFICATION AND WAIVER

This Code may be amended or modified by the Board of Directors of Champion.
Waivers of this Code may only be granted on the recommendation of the Board of
Directors or a committee of the Board with specific delegated authority.
Waivers with respect to executive officers or directors will be disclosed to
shareholders as required

12



---



##### 



by the Securities Exchange Act of 1934 and the rules thereunder and any
applicable rules of self regulatory organizations.

V.     NONEXCLUSIVITY
This Code does not constitute a full or complete explanation of the laws
applicable to the Company and its employees, nor does it contain all applicable
policies and bases for discipline or discharge. This Code does not constitute
a contract, of employment, or otherwise.

VI.     CONCLUSION

This Code is an attempt to point all of us at Champion in the right direction,
but no document can achieve the level of principled compliance that we are
seeking. In reality, each of us must strive every day to maintain our awareness
of these issues and to comply with the Codes principles to the best of our
abilities. We must always ask:

| |  |                                                                                  
| |  | ---------------------------------------------------------------------------------
| |  | Does it feel right?                                                              
| |  |                                                                                  
| |  | Is this action ethical in every way?                                             
| |  |                                                                                  
| |  | Is this action in compliance with the law?                                       
| |  |                                                                                  
| |  | Could my actions create an appearance of impropriety?                            
| |  |                                                                                  
| |  | Am I trying to fool anyone, including myself, about the propriety
of this action?

We cannot expect perfection, but we do expect good faith. If you act in bad
faith or fail to report illegal or unethical behavior, then you will be subject
to disciplinary procedures. We hope that you agree that the best course of
action is to be honest, forthright and loyal at all times.

13



---



##### 



The undersigned employee of Champion Industries, Inc. or subsidiary
thereof acknowledges receipt, review and an understanding of the Champion
Industries, Inc. Code of Business Conduct and Ethics.

|     |  |          
|---- |  | ---------
|     |  |          
|Date |  | Signature

14