Exhibit 10.1


    UNITED
      BANK

    WEST
      VIRGINIA’S BANK

    


    LOAN
      NUMBER
      5112131-9002 LOAN
      NAME
      Champion
      Industries, Inc. ACCT.
      NUMBER
      5112131 

    NOTE
      DATE
      12/29/06 INITIALS
      LJP

     

    NOTE
      AMOUNT
      $1,351,225.00 INDEX
      (w/Margin)
      Wall
      Street Journal Prime RATE
      8.250%

    MATURITY
      DATE 01/01/12 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: 

    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 $1,351,225.00
      (Principal)
      plus
      interest from December 29, 2006 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 8.250 percent
      (Interest Rate)
      until
      December 30, 2006, after which time it may change as described in the Variable
      Rate subsection.

    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 December 30, 2006 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.

    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 $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.

    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 $27,652.88
      will be
      due February 1, 2007, and on the 1st 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
      January 1, 2012.

    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; WV UCC filing 200400584284 recorded 10-27-04.
      

    


    11.
      SECURITY AGREEMENT.

    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: 

    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.
      

    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.


    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:

    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.

    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 LIABILITY 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