10.5

$3,920,000 promissory note and security agreement between    Champion Industries, Inc. and United Bank, Inc. dated as of October 26, 2004.

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LOAN NUMBER 5112131-9001 LOAN NAME Champion Industries, Inc.  ACCT. NUMBER 5112131   NOTE DATE 10/26/04 INITIALS LJP  NOTE AMOUNT $3,920,000.00 INDEX (w/Margin) Wall Street Journal Prime RATE 4.750%  MATURITY DATE 10/26/08 LOAN PURPOSE Commercial  Creditor Use Only  PROMISSORY NOTE AND SECURITY AGREEMENT  (Commercial - Single Advance - Variable Rate)

  DATE AND PARTIES. The date of this Promissory Note and Security Agreement {Loan  Agreement) is October 26, 2004. The parties and their addresses are:

 LENDER:   UNITED BANK. INC.   2889 Third Avenue   Huntington, West Virginia 25702   Telephone: (304) 525-5115

 BORROWER:   CHAMPION INDUSTRIES, INC.   a West Virginia Corporation   P O Box 4040   Huntington, West Virginia 25729

1. DEFINITIONS. As used in this Loan Agreement, the terms have the following  meanings: 

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 A. Pronouns. The pronouns "I," "me," and "my"    refer to each Borrower signing this Loan Agreement, individually and together    with their heirs, successors and assigns, and each other person or legal entity    (including guarantors, endorsers, and sureties) who agrees to pay this Loan    Agreement. "You" and "Your" refer to the Lender, with    its participants or syndicators, successors and assigns, or any person or    company that acquires an interest in the Loan Agreement.     B. Loan Agreement. Loan Agreement refers to this combined Note and Security    Agreement, and any extensions, renewals, modifications and substitutions of    this Loan Agreement.    C. Loan. Loan refers to this transaction generally, including obligations    and duties arising from the terms of all documents prepared or submitted for    this transaction such as applications, security agreements, disclosures or    notes, and this Loan Agreement.     D. Property. Property is any property, real, person or intangible, that secures    my performance of the obligations of this Loan.     E. Percent. Rates and rate change limitations are expressed as annualized    percentages.

2. PROMISE TO PAY. For value received, l promise to pay you or your order,  at your address, or at such other location as you may designate, the principal  sum of $3,920,000.00 (Principal) plus interest from October 26, 2004 on the  unpaid Principal balance until this Loan Agreement matures or this obligation  is accelerated.

3. INTEREST. Interest will accrue on the unpaid Principal balance of this Loan  Agreement at the rate of 4.750 percent (Interest Rate) until October 27, 2004,  after which time it may change as described in the Variable Rate subsection.

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A. Post-Maturity Interest. After maturity or acceleration, interest will    accrue on the unpaid Principal balance of this Loan Agreement at the Interest    Rate in effect from time to time until paid in full.    B. Maximum Interest Amount. Any amount assessed or collected as interest under    the terms of this Loan Agreement or obligation will be limited to the Maximum    Lawful Amount of interest allowed by state or federal law. Amounts collected    in excess of the Maximum Lawful Amount will be applied first to the unpaid    Principal balance. Any remainder will be refunded to me.    C. Statutory Authority. The amount assessed or collected on this Loan Agreement    is authorized by the West Virginia usury laws under W. Va. Code §§    47A-1-1, 47-6-1 et. seq., 31A-4-27 to 31A-4-30a and 31C-7-2.    D. Accrual. During the scheduled term of this Loan interest accrues using    an Actual/360 days counting method.    E. Variable Rate. The Interest Rate may change during the term of this transaction.

(1) Index. Beginning with the first Change Date, the Interest Rate will      be based on the following index: the base rate on corporate loans posted      by at least 75% of the nation’s 30 largest banks known as the Wall      Street Journal Prime Rate.      The Current Index is the most recent index figure available on each Change      Date. You do not guaranty by selecting this Index, or the margin, that the      Interest Rate on this Loan Agreement will be the same rate you charge on      any other loans or class of loans you make to me or other borrowers. If      this Index is no longer available, you will substitute a similar index.      You will give me notice of your choice.      (2) Change Date. Each date on which the Interest Rate may change is called      a Change Date. The Interest Rate may change October 27, 2004 and daily thereafter.      (3) Calculation Of Change. On each Change Date, you will calculate the Interest      Rate, which will be the Current Index.      The result of this calculation will be rounded to the nearest .01 percent.      Subject to any limitations, this will be the Interest Rate until the next      Change Date. The new Interest Rate will become effective on each Change      Date. The Interest Rate and other charges on this Loan Agreement will never      exceed the highest rate or charge allowed by law for this Loan Agreement.      (4) Effect Of Variable Rate. A change in the Interest Rate will have the      following effect on the payments: The amount of scheduled payments will      change.

4. ADDITIONAL CHARGES. As additional consideration, l agree to pay, or have  paid, these additional fees and charges.

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A. Nonrefundable Fees and Charges. The following fees are earned when collected    and will not be refunded if I prepay this Loan Agreement before the scheduled    maturity date.    Loan. A(n) Loan fee of $1,500.00 payable from the loan proceeds.

5. REMEDIAL CHARGES. In addition to interest or other finance charges, I agree  that I will pay these additional fees based on my method and pattern of payment.  Additional remedial charges may be described elsewhere in this Loan Agreement.

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A. Late Charge. If a payment is more than 10 days late, I will be charged    2.000 percent of the Amount of Payment or $15.00, whichever is greater. However,    this charge will not be greater than $100.00. I will pay this late charge    promptly but only once for each late payment.

6. PURCHASE MONEY SECURITY INTEREST. This Loan creates a Purchase Money Security  Interest to the extent you are making advances or giving value to me to acquire  rights in or the use of collateral and I in fact use the value given for that  purpose. Purchase Money Loan means any loan or advance used to acquire rights  in or the use of any Property. The portion of the Property purchased with loan  proceeds will remain subject to the Purchase Money Security Interest until the  Secured Debts are paid in full. I authorize you, at your option, to disburse  the loan proceeds directly to the seller of the Property. Payments on any non-Purchase  Money Loan also secured by this Loan will not be applied to the Purchase Money  Loan. Payments on the Purchase Money Loan will be applied first to the non-purchase  money portion of the loan, if any, and then to the purchase money portion in  the order in which the purchase money Property was acquired. If the purchase  money Property was acquired at the same time, then payments will be applied  in the order you select. No security interest will be terminated by application  of this formula. You may include the name of the seller on the check or draft  for this Loan Agreement.

7. PAYMENT. I agree to pay this Loan Agreement in 48 payments. A payment of  $89,949.76 will be due November 26, 2004, and on the 26th day of each month  thereafter. This scheduled payment amount may change to reflect changes in the  Interest Rate as described in the Variable Rate subsection of this Loan Agreement.  A final payment of the entire unpaid balance of Principal and interest will  be due October 26, 2008.  Payments will be rounded to the nearest $.01. With the final payment I also  agree to pay any additional fees or charges owing and the amount of any advances  you have made to others on my behalf. Payments scheduled to be paid on the 29th,  30th or 31st day of a month that contains no such day will, instead, be made  on the last day of such month.  If the amount of a scheduled payment does not equal or exceed interest accrued  during the payment period the unpaid portion will be added to, and will be payable  with, the next scheduled payment.  Each payment I make on this Loan Agreement will be applied first to interest  that is due then to principal that is due, and finally to any charges that I  owe other than principal and interest. If you and I agree to a different application  of payments, we will describe our agreement on this Loan Agreement. The actual  amount of my final payment will depend on my payment record.

8. PREPAYMENT. I may prepay this Loan in full or in part at any time. Any partial  prepayment will not excuse any later scheduled payments until I pay in full.

9. LOAN PURPOSE. The purpose of this Loan is to purchase Syscan Corporation.

10. SECURITY. This Loan is secured by Property described in the SECURITY AGREEMENT  section of this Loan Agreement and by the following, previously executed, security  instruments or agreements: WV UCC filing 0544326 recorded 7-28-00 and UCC filing  200200137297 recorded 7-30-02. 

11. SECURITY AGREEMENT.

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A. Secured Debts. This Security Agreement will secure the following debts    (Secured Debts}, together with all extensions, renewals, refinancings, modifications    and replacements of these debts:

(1) Sums Advanced under the terms of this Loan Agreement. All sums advanced      and expenses incurred by you under the terms of this Loan Agreement       (2) All Debts. All present and future debts of all Borrowers owing to you,      even if this Security Agreement is not specifically referenced, the future      debts are also secured by other collateral, or if the future debt is unrelated      to or of a different type than this debt. If more than one person signs      this Security Agreement, each agrees that it will secure debts incurred      either individually or with others who may not sign this Security Agreement.      Nothing in this Security Agreement constitutes a commitment to make additional      or future loans or advances. Any such commitment must be in writing.      This Security Agreement will not secure any debt for which you fail to give      any required notice of the right of rescission. This Security Agreement      will not secure any debt for which a non-possessory, non-purchase money      security interest is created in "household goods" in connection      with a "consumer loan," as those terms are defined by federal      law governing unfair and deceptive credit practices.

B. Security Interest. To secure the payment and performance of the Secured    Debts, I give you a security interest in all of the Property described in    this Security Agreement that I own or have sufficient rights in which to transfer    an interest, now or in the future, wherever the Property is or will be located,    and all proceeds and products from the Property (including, but not limited    to, all parts, accessories, repairs, replacements, improvements, and accessions    to the Property). Property is all the collateral given as security for the    Secured Debts and described in this Security Agreement, and includes all obligations    that support the payment or performance of the Property. "Proceeds"    includes anything acquired upon the sale, lease, license, exchange, or other    disposition of the Property; any rights and claims arising from the Property;    and any collections and distributions on account of the Property.    This Security Agreement remains in effect until terminated in writing, even    if the Secured Debts are paid and you are no longer obligated to advance funds    to me under any loan or credit agreement.    C. Property Description. The Property subject to this Security Agreement is    described as follows:

(1) Inventory. All inventory which I hold for ultimate sale or lease, or      which has been or will be supplied under contracts of service, or which      are raw materials, work in process, or materials used or consumed in my      business.      (2) Accounts and Other Rights to Payment. All rights I have now or in the      future to payments including, but not limited to, payment for property or      services sold, leased, rented, licensed, or assigned, whether or not I have      earned such payment by performance. This includes any rights and interests      (including all liens and security interests) which I may have by law or      agreement against any Account Debtor or obligor of mine.      (3) General Intangibles. All general intangibles including, but not limited      to, tax refunds, applications for       patents, copyrights, trademarks, trade secrets, good will, trade names,      customer lists, permits and franchises, payment intangibles, computer programs      and all supporting information provided in connection with a transaction      relating to computer programs, and the right to use my name.      (4) Equipment. All equipment including, but not limited to, all machinery,      vehicles, furniture, fixtures, manufacturing equipment, farm machinery and      equipment, shop equipment, office and recordkeeping equipment, and parts      and tools. All equipment described in a list or schedule which I give will      also be included in the Property, but such a list is not necessary for a      valid security interest in my equipment.      (5) Specific Property. The above described collateral is limited to that      of the borrower's Charleston WV division and/or all business assets acquired      by the purchase of the Syscan Corporation Charleston WV division.

D. Duties Toward Property.

(1) Protection of Secured Party's Interest. I will defend the Property      against any other claim. I agree to do whatever you require to protect your      security interest and to keep your claim in the Property ahead of the claims      of other creditors. I will not do anything to harm your position. I will      keep books, records and accounts about the Property and my business in general.      I will let you examine these and make copies at any reasonable time. I will      prepare any report or accounting you request which deals with the Property.      (2) Use, Location, and Protection of the Property. I will keep the Property      in my possession and in good repair. I will use it only for commercial purposes.      I will not change this specified use without your prior written consent.      You have the right of reasonable access to inspect the Property and I will      immediately inform you of any loss or damage to the Property. I will not      cause or permit waste to the Property.      I will keep the Property at my address listed in the DATE AND PARTIES section      unless we agree I may keep it at another location. If the Property is to      be used in other states, I will give you a list of those states. The location      of the Property is given to aid in the identification of the Property. It      does not in any way limit the scope of the security interest granted to      you. I will notify you in writing and obtain your prior written consent      to any change in location of any of the Property. I will not use the Property      in violation of any law. I will notify you in writing prior to any change      in my address, name or, if an organization, any change in my identity or      structure.      Until the Secured Debts are fully paid and this Security Agreement is terminated,      I will not grant a security interest in any of the Property without your      prior written consent. I will pay all taxes and assessments levied or assessed      against me or the Property and provide timely proof of payment of these      taxes and assessments upon request.      (3) Selling, Leasing or Encumbering the Property. I will not sell, offer      to sell, lease, or otherwise transfer or encumber the Property without your      prior written permission, except for Inventory sold in the ordinary course      of business at fair market value, or at a minimum price established between      you and me. If I am in default under this Security Agreement, I may not      sell the Inventory portion of the Property even in the ordinary course of      business. Any disposition of the Property contrary to this Security Agreement      will violate your rights. Your permission to sell the Property may be reasonably      withheld without regard to the creditworthiness of any buyer or transferee.      I will not permit the Property to be the subject of any court order affecting      my rights to the Property in any action by anyone other than you. If the      Property includes chattel paper or instruments, either as original collateral      or as proceeds of the Property, I will note your security interest on the      face of the chattel paper or instruments.      (4) Additional Duties Specific to Accounts. I will not settle any Account      for less than its full value without your written permission. Until you      tell me otherwise, I will collect all Accounts in the ordinary course of      business. I will not dispose of the Accounts by assignment without your      prior written consent. I will keep the proceeds from all the Accounts and      any goods which are returned to me or which I take back. I will not commingle      them with any of my other property. I will deliver the Accounts to you at      your request. If you ask me to pay you the full price on any returned items      or items retaken by me, I will do so. I will make no material change in      the terms of any Account, and I will give you any statements, reports, certificates,      lists of Account Debtors (showing names, addresses and amounts owing), invoices      applicable to each Account, and other data in any way pertaining to the      Accounts as you may request.

E. Collection Rights Of The Secured Party. Account Debtor means the person    who is obligated on an account, chattel paper, or general intangible. I authorize    you to notify my Account Debtors of your security interest and to deal with    the Account Debtors' obligations at your discretion. You may enforce the obligations    of an Account Debtor, exercising any of my rights with respect to the Account    Debtors obligations to make payment or otherwise render performance to me,    including the enforcement of any security interest that secures such obligations.    You may apply proceeds received from the Account Debtors to the Secured Debts    or you may release such proceeds to me.     I specifically and irrevocably authorize you to exercise any of the following    powers at my expense, without limitation, until the Secured Debts are paid    in full: 

(1) demand payment and enforce collection from any Account Debtor or Obligor      by suit or otherwise.      (2) enforce any security interest, lien or encumbrance given to secure the      payment or performance of any Account Debtor or any obligation constituting      Property.      (3) file proofs of claim or similar documents in the event of bankruptcy,      insolvency or death of any person obligated as an Account Debtor.      (4) compromise, release, extend, or exchange any indebtedness of an Account      Debtor.      (5) take control of any proceeds of the Account Debtors' obligations and      any returned or repossessed goods.      (6) endorse all payments by any Account Debtor which may come into your      possession as payable to me.      (7) deal in all respects as the holder and owner of the Account Debtors'      obligations.

F. Authority To Perform. I authorize you to do anything you deem reasonably    necessary to protect the Property, and perfect and continue your security    interest in the Property. If I fail to perform any of my duties under this    Loan Agreement or any other security interest, you are authorized, without    notice to me, to perform the duties or cause them to be performed.    These authorizations include, but are not limited to, permission to:

(1) pay and discharge taxes, liens, security interests or other encumbrances      at any time levied or placed on the Property.      (2) pay any rents or other charges under any lease affecting the Property.      (3) order and pay for the repair, maintenance and preservation of the Property.      (4) sign, when permitted by law, and file any financing statements on my      behalf and pay for filing and recording fees pertaining to the Property.      (5) place a note on any chattel paper indicating your interest in the Property.      (6) take any action you feel necessary to realize on the Property, including      performing any part of a contract or endorsing it in my name.      (7) handle any suits or other proceedings involving the Property in my name.      (8) prepare, file, and sign my name to any necessary reports or accountings.      (9) make an entry on my books and records showing the existence of this      Agreement.      (10) notify any Account Debtor of your interest in the Property and tell      the Account Debtor to make payments to you or someone else you name.

If you perform for me, you will use reasonable care. Reasonable care will    not include: any steps necessary to preserve rights against prior parties;    the duty to send notices, perform services or take any other action in connection    with the management of the Property; or the duty to protect, preserve or maintain    any security interest given to others by me or other parties. Your authorization    to perform for me will not create an obligation to perform and your failure    to perform will not preclude you from exercising any other rights under the    law or this Loan Agreement.    If you come into actual or constructive possession of the Property, you will    preserve and protect the Property. For purposes of this paragraph, you will    be in actual possession of the Property only when you have physical, immediate    and exclusive    control over the Property and you have affirmatively accepted that control.    You will be in constructive possession of the Property only when you have    both the power and the intent to exercise control over the Property.    G. Name and Location. My name indicated in the DATE AND PARTIES section is    my exact legal name. I am an entity organized and registered under the laws    of West Virginia. I will provide verification of registration and location    upon your request. I will provide you with at least 30 days notice prior to    any change in my name, address, or state of organization or registration.        H. Perfection of Security Interest. I authorize you to file a financing statement    covering the Property. I will comply with, facilitate, and otherwise assist    you in connection with obtaining perfection or control over the Property for    purposes of perfecting your security interest under the Uniform Commercial    Code. I agree to pay all actual costs of terminating your security interest.

12. DEFAULT. I will be in default if any of the following occur: 

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A. Payments. I fail to make a payment in full when due.    B. Insolvency or Bankruptcy. The death, dissolution or insolvency of, appointment    of a receiver by or on behalf of, application of any debtor relief law, the    assignment for the benefit of creditors by or on behalf of, the voluntary    or involuntary termination of existence by, or the commencement of any proceeding    under any present or future federal or state insolvency, bankruptcy, reorganization,    composition or debtor relief law by or against me or any co-signer, endorser,    surety or guarantor of this Loan Agreement or any other obligations I have    with you.    C. Business Termination. I merge, dissolve, reorganize, end my business or    existence, or a partner or majority owner dies or is declared legally incompetent.        D. Failure to Perform. I fail to perform any condition or to keep any promise    or covenant of this Loan Agreement.    E. Other Documents. A default occurs under the terms of any other transaction    document.    F. Other Agreements. I am in default on any other debt or agreement I have    with you.    G. Misrepresentation. I make any verbal or written statement or provide any    financial information that is untrue, inaccurate, or conceals a material fact    at the time it is made or provided.    H. Judgment. I fail to satisfy or appeal any judgment against me.    I. Forfeiture. The Property is used in a manner or for a purpose that threatens    confiscation by a legal authority.    J. Name Change. I change my name or assume an additional name without notifying    you before making such a change.     K. Property Transfer. I transfer all or a substantial part of my money or    property.    L. Property Value. The value of the Property declines or is impaired.    M. Material Change. Without first notifying you, there is a material change    in my business, including ownership, management, and financial conditions.    N. Insecurity. You reasonably believe that you are insecure.

13. ASSUMPTIONS. Someone buying the Property cannot assume the obligation.  You may declare the entire balance of the Loan Agreement to be immediately due  and payable upon the creation of, or contract for the creation of, any lien,  encumbrance, or transfer of the Property. However, I may sell or similarly dispose  of any Property that is inventory.

14. WAIVERS AND CONSENT. To the extent not prohibited by law, I waive protest,  presentment for payment, demand, notice of acceleration, notice of intent to  accelerate and notice of dishonor. 

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A. Additional Waivers By Borrower. In addition, I, and any party to this    Loan Agreement, to the extent permitted by law, consent to certain actions    you may take, and generally wave defenses that may be available based on these    actions or based on the status of a party to this Loan Agreement.

(1) You may renew or extend payments on this Loan Agreement, regardless      of the number of such renewals or extensions.       (2) You may release any Borrower, endorser, guarantor, surety, accommodation      maker or any other co-signer.       (3) You may release, substitute or impair any Property securing this Loan      Agreement.       (4) You, or any institution participating in this Loan Agreement, may invoke      your right of set-off.       (5) You may enter into any sales, repurchases or participations of this      Loan Agreement to any person in any amounts and I waive notice of such sales,      repurchases or participations.       (6) I agree that any of us signing this Loan Agreement as a Borrower is      authorized to modify the terms of this Loan Agreement or any instrument      securing, guarantying or relating to this Loan Agreement. 

B. No Waiver By Lender. Your course of dealing, or your forbearance from,    or delay in, the exercise of any of your rights, remedies, privileges or right    to insist upon my strict performance of any provisions contained in this Loan    Agreement, shall not be construed as a waiver by you, unless any such waiver    is in writing and is signed by you.     C. Waiver of Claims. I waive all claims for loss or damage caused by your    acts or omissions where you acted reasonably and in good faith.

15. REMEDIES. After I default, and after you give any legally required notice  and opportunity to cure the default, you may at your option do any one or more  of the following. 

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A. Acceleration. You may make all or any part of the amount owing by the    terms of this Loan Agreement immediately due.     B. Sources. You may use any and all remedies you have under state or federal    law or in any instrument securing this Loan Agreement.    C. Insurance Benefits. You may make a claim for any and all insurance benefits    or refunds that may be available on my default.    D. Payments Made On My Behalf. Amounts advanced on my behalf will be immediately    due and may be added to the balance owing under the terms of this Loan Agreement,    and accrue interest at the highest post-maturity interest rate.    E. Set-Off. You may use the right of set-off. This means you may set-off any    amount due and payable under the terms of this Loan Agreement against any    right I have to receive money from you.    My right to receive money from you includes any deposit or share account balance    I have with you; any money owed to me on an item presented to you or in your    possession for collection or exchange; and any repurchase agreement or other    nondeposit obligation. "Any amount due and payable under the terms of    this Loan Agreement" means the total amount to which you are entitled    to demand payment under the terms of this Loan Agreement at the time you set-off.    Subject to any other written contract, if my right to receive money from you    is also owned by someone who has not agreed to pay this Loan Agreement, your    right of set-off will apply to my interest in the obligation and to any other    amounts I could withdraw on my sole request or endorsement. Your right of    set-off does not apply to an account or other obligation where my rights arise    only in a representative capacity. It also does not apply to any Individual    Retirement Account or other tax-deferred retirement account. You will not    be liable for the dishonor of any check when the dishonor occurs because you    set-off against any of my accounts. I agree to hold you harmless from any    such claims arising as a result of your exercise of your right of set-off.    F. Assembly of Property. You may require me to gather the Property and make    it available to you in a reasonable fashion.     G. Repossession. You may repossess the Property so long as the repossession    does not involve a breach of the peace. You may sell the Property as provided    by law. You may apply what you receive from the sale of the Property to your    expenses, your attorneys' fees and legal expenses (where not prohibited by    law), and any debt I owe you. If what you receive from the sale of the Property    does not satisfy the debt, I will be liable for the deficiency {where permitted    by law). In some cases, you may keep the Property to satisfy the debt. Where    a notice is required, I agree that ten days prior written notice sent by first    class mail to my address listed in this Loan Agreement will be reasonable    notice to me under the West Virginia Uniform Commercial Code. If the Property    is perishable or threatens to decline speedily in value, you may, without    notice to me, dispose of any or all of the Property in a commercially reasonable    manner at my expense following any commercially reasonable preparation or    processing. If any items not otherwise subject to this Loan Agreement are    contained in the Property when you take possession, you may hold these items    for me at my risk and you will not be liable for taking possession of them.    H. Use and Operation. You may enter upon my premises and take possession of    all or any part of my property for the purpose of preserving the Property    or its value, so long as you do not breach the peace. You may use and operate    my property for the length of time you feel is necessary to protect your interest,    all without payment or compensation to me.    I. Waiver. Except as otherwise required by law, by choosing any one or more    of these remedies you do not give up your right to use any other remedy. You    do not waive a default if you choose not to use a remedy. By electing not    to use any remedy, you do not waive your right to later consider the event    a default and to use any remedies if the default continues or occurs again.

16. COLLECTION EXPENSES AND ATTORNEYS' FEES. On or after Default, to the extent  permitted by law, I agree to pay all expenses of collection, enforcement or  protection of your rights and remedies under this Loan Agreement. Expenses include,  but are not limited to, attorneys' fees, court costs and other legal expenses.  These expenses are due and payable immediately. If not paid immediately, these  expenses will bear interest from the date of payment until paid in full at the  highest interest rate in effect as provided for in the terms of this Loan Agreement.  All fees and expenses will be secured by the Property I have granted to you,  if any. To the extent permitted by the United States Bankruptcy Code, I agree  to pay the reasonable attorneys' fees you incur to collect this Debt as awarded  by any court exercising jurisdiction under the Bankruptcy Code.

17. COMMISSIONS. I understand and agree that you (or your affiliate) will earn  commissions or fees on any insurance products, and may earn such fees on other  services that I buy through you or your affiliate.

18. WARRANTIES AND REPRESENTATIONS. I make to you the following warranties  and representations which will continue as long as this Loan Agreement is in  effect:

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A. Power. I am duly organized, and validly existing and in good standing    in all jurisdictions in which I operate. I have the power and authority to    enter into this transaction and to carry on my business or activity as it    is now being conducted and, as applicable, am qualified to do so in each jurisdiction    in which I operate.    B. Authority. The execution, delivery and performance of this Loan Agreement    and the obligation evidenced by this Loan Agreement are within my powers,    have been duly authorized, have received all necessary governmental approval,    will not violate any provision of law, or order of court or governmental agency,    and will not violate any agreement to which I am a party or to which I am    or any of my Property is subject.    C. Business Name. Other than previously disclosed in writing to you I have    not changed my name or principal place of business within the last 10 years    and have not used any other trade or fictitious name. Without your prior written    consent, I do not and will not use any other name and will preserve my existing    name, trade names, and franchises.     D. Ownership of Property. To the extent this is a Purchase Money Security    Interest I will acquire ownership of the Property with the proceeds of the    Purchase Money Loan. Your claim to the Property is ahead of the claims of    any other creditor, except as disclosed in writing to you prior to any advance    on the Secured Debts. I represent that I am the original owner of the Property    and, if I am not, that I have provided you with a list of prior owners of    the Property.

19. INSURANCE. I agree to obtain the insurance described in this Loan Agreement.

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A. Property Insurance. I agree to keep the Property insured against the risks    reasonably associated with the Property. I will maintain this insurance in    the amounts you require. This insurance will last until the Property is released    from this Loan Agreement. I may choose the insurance company, subject to your    approval, which will not be unreasonably withheld. I will have the insurance    company name you as loss payee on any insurance policy. I will give you and    the insurance company immediate notice of any loss. You may apply the insurance    proceeds toward what is owed on the Secured Debts. You may require added security    as a condition of permitting any insurance proceeds to be used to repair or    replace the Property. If you acquire the Property in damaged condition, my    right to any insurance policies and proceeds will pass to you to the extent    of the Secured Debts.

I will immediately notify you of cancellation or termination of insurance.  If I fail to keep the Property insured, you may obtain insurance to protect  your interest in the Property. This insurance may include coverages not originally  required of me, may be written by a company other than one I would choose, and  may be written at a higher rate than I could obtain if I purchased the insurance.

20. APPLICABLE LAW. This Loan Agreement is governed by the laws of West Virginia,  the United States of America and to the extent required, by the laws of the  jurisdiction where the Property is located. In the event of a dispute, the exclusive  forum, venue and place of jurisdiction will be in West Virginia, unless otherwise  required by law.

21. JOINT AND INDIVIDUAL LlABILITY AND SUCCESSORS. My obligation to pay this  Loan is independent of the obligation of any other person who has also agreed  to pay it. You may sue me alone, or anyone else who is obligated on this Loan,  or any number of us together, to collect this Loan. Extending this Loan or new  obligations under this Loan, will not affect my duty under this Loan and I will  still be obligated to pay this Loan. The duties and benefits of this Loan will  bind and benefit the successors and assigns of you and me.

22. AMENDMENT, INTEGRATION AND SEVERABILITY. This Loan Agreement may not be  amended or modified by oral agreement. No amendment or modification of this  Loan Agreement is effective unless made in writing and executed by you and me.  This Loan Agreement is the complete and final expression of the agreement. If  any provision of this Loan Agreement is unenforceable, then the unenforceable  provision will be severed and the remaining provisions will still be enforceable.

23. INTERPRETATION. Whenever used, the singular includes the plural and the  plural includes the singular. The section headings are for convenience only  and are not to be used to interpret or define the terms of this Loan Agreement.

24. NOTICE, FINANCIAL REPORTS AND ADDITIONAL DOCUMENTS. Unless otherwise required  by law, any notice will be given by delivering it or mailing it by first class  mail to the appropriate party's address listed in the DATE AND PARTIES section,  or to any other address designated in writing. Notice to one party will be deemed  to be notice to all parties. I will inform you in writing of any change in my  name, address or other application information. I will provide you any financial  statement or information you request. All financial statements and information  I give you will be correct and complete. I agree to sign, deliver, and tile  any additional documents or certifications that you may consider necessary to  perfect, continue, and preserve my obligations under this Loan and to confirm  your lien status on any Property. Time is of the essence.

25. CREDIT INFORMATION. I agree to supply you with whatever information you  reasonably request. You will make requests for this information without undue  frequency, and will give me reasonable time in which to supply the information.

26. ERRORS AND OMISSIONS. I agree, if requested by you, to fully cooperate  in the correction, if necessary, in the reasonable discretion of you of any  and all loan closing documents so that all documents accurately describe the  loan between you and me. I agree to assume all costs including by way of illustration  and not limitation, actual expenses, legal fees and marketing losses for failing  to reasonably comply with your requests within thirty (30) days.

27. SIGNATURES. By signing under seal, I agree to the terms contained in this  Loan Agreement. I also acknowledge receipt of a copy of this Loan Agreement.

BORROWER:  Champion Industries, Inc.  By____________________ (seal)  Todd R. Fry, Chief Financial Officer

LENDER:  United Bank, Inc.  By____________________ (seal)  Linda J. Pleasants, vice President