EXHIBIT 2.1 STOCK PURCHASE AGREEMENT

EXHIBIT 2.1

STOCK PURCHASE AGREEMENT

Between

CHAMPION INDUSTRIES, INC.
a West Virginia corporation

And

THE SOLE SHAREHOLDER OF
SYSCAN CORPORATION,
a West Virginia corporation

Dated As of September 7, 2004

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STOCK PURCHASE AGREEMENT

     THIS AGREEMENT is made as of the 7 ^th day of September, 2004, by and between CHAMPION INDUSTRIES, INC., a West Virginia corporation (the “Purchaser”) and WILLIAM G. WILLIAMS, JR. (individually, the “Shareholder”), being the sole Shareholder of SYSCAN CORPORATION, a West Virginia corporation (the “Company”).

W I T N E S S E T H

     WHEREAS, the Company is a West Virginia corporation with authorized capitalization of 1,000 shares of common stock, $100 par value (the “Authorized Stock”), of which 51.55 shares are currently issued and outstanding (the “Stock”); and

     WHEREAS, Shareholder is the holder of all shares of Stock of the Company; and

     WHEREAS, Shareholder desires to sell, and Purchaser desires to purchase, all the shares of Stock owned by Shareholder and as set forth in Exhibit 1 hereto upon the terms and conditions hereinafter set forth.

     NOW, THEREFORE, in consideration of the covenants and mutual agreements contained in this Agreement and in reliance upon the representations and warranties hereinafter set forth, the parties do hereby agree as follows:

Section 1. Transfer of Stock; Consideration.

     1.1 Transfer of Stock . Subject to all the terms and conditions hereof, Shareholder hereby agrees to sell, assign, transfer and deliver to Purchaser on the Closing Date (as hereinafter defined in Section 8) all shares of Stock owned by Shareholder.

     1.2 Consideration . In consideration of the sale of the Stock to Purchaser, and subject to the conditions hereinafter set forth, Purchaser hereby agrees to purchase the Stock for the initial purchase price of Three Million Five Hundred Thousand Dollars ($3,500,000) cash (the “Cash Purchase Price”), plus the Contingent Purchase Price as set forth in Section 1.3. The Cash Purchase Price is premised upon the “Modified Working Capital” of the Company (working capital from Company’s balance sheet as adjusted on the asset side for interest receivable from Williams Land Corporation and the liability side for interest bearing debt of Company) being One Million Three Hundred Seventy Nine Thousand Five Hundred Forty Four Dollars ($1,379,544) at July 31, 2004. To the extent the Modified Working Capital at Closing varies from One Million Three Hundred Seventy Nine Thousand Five Hundred Forty Four Dollars ($1,379,544) by more than Twenty Five Thousand Dollars ($25,000), the Cash Purchase Price shall be increased or decreased, as the case may be, by One Dollar ($1.00) for each One Dollar ($1.00) in excess of such Twenty Five Thousand Dollars ($25,000) variance. To the extent that Modified Working Capital as of Closing is incapable of determination on the Closing Date, the

parties agree that it shall be computed as soon as practicable thereafter, and to the extent any party is entitled to an increase or decrease in the Cash Purchase Price, the other party shall deliver such payment within ten (10) days of such determination.

     1.3(a) Contingent Purchase Price . In addition to the Three Million Five Hundred Thousand Dollars ($3,500,000) Cash Purchase Price, the Shareholder may be entitled to receive additional Contingent Purchase Price of an amount that shall not exceed One Million Five Hundred Thousand Dollars ($1,500,000).

     1.3(b) Deductions from Contingent Purchase Price . The Contingent Purchase Price shall be subject to reduction as follows:

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     1.3(c) Contingent Purchase Price Calculation Date . The Contingent Purchase Price Calculation Date shall be the 1 ^st day of the month following the twenty-fourth full month after the Closing Date. By way of example if the Closing Date is September 15, 2004 then the Contingent Purchase Price Calculation Date shall be October 1, 2006. The Shareholder will be notified in writing of the Contingent Purchase Price amount as determined by Purchaser within twenty (20) calendar days of the Contingent Purchase Price Calculation Date. The Contingent Purchase Price shall be determined by deducting from One Million Five Hundred Thousand Dollars ($1,500,000) all required deductions set forth in Section 1.3(b). If Shareholder has not been so notified during this twenty (20) day period, Shareholder shall notify Purchaser who shall then have ten (10) business days from receipt of said notice to provide to Shareholder the written notification of the Contingent Purchase Price amount.

     1.3(d) Contingent Purchase Price Payment Date . The Contingent Purchase Price Payment Date shall be a date no more than sixty (60) days after the Contingent Purchase Price Calculation Date. If the Shareholder notifies Purchaser in writing within thirty (30) days after receipt of a report of Purchaser’s determination of the Contingent Purchase Price that he objects to the computation of the Contingent Purchase Price set forth therein, and if Purchaser and the Shareholder are unable to reach agreement within thirty (30) days after such notification by Shareholder, the determination of the amount of Contingent Purchase Price shall be submitted to an arbitrator to be appointed by the American Arbitration Association for arbitration in Huntington, West Virginia in accordance with its rules, whose determination shall be binding and conclusive on Purchaser and the Shareholder for the purposes of this Agreement. Purchaser and the Shareholder shall bear their own fees and expenses in connection with such arbitration, and Purchaser and the Shareholder shall each bear one-half of the fees, costs and expenses of the arbitrator and the American Arbitration Association.

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     1.3(e) For Cause . For Cause shall be defined as personal dishonesty, gross incompetence, willful misconduct, breach of a fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order which violation has an adverse effect on Purchaser or Company or their business, conviction of a felony or of a misdemeanor involving moral turpitude, unethical business practices in connection with Purchaser’s or Company’s business, misappropriation of assets or material breach of any other provision of this Agreement or any employment or confidentiality agreement affecting such person, provided that such person has received written notice from the Company or the Purchaser of such material breach and such breach remains uncured thirty (30) days after the delivery of such notice.

     1.3(f) Cancellation of Deductions from Contingent Purchase Price . If the Company’s total Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) for each of the twelve (12) full calendar month periods following Closing is One Million Four Hundred Thousand Dollars ($1,400,000) or more, then in such event there shall be no deductions from the Contingent Purchase Price and Shareholder shall be entitled to the entire Contingent Purchase Price amount ($1,500,000). EBITDA shall be calculated as set forth in the confidential memorandum referencing this section 1.3(f) executed by the parties simultaneously with execution of this Agreement.

     1.4 Payment of Consideration . The Cash Purchase Price of Three Million Five Hundred Thousand Dollars ($3,500,000) shall be paid at Closing in cash by wire transfer of funds or certified or cashiers check drawn to the order of Shareholder. The Contingent Purchase Price, if any, shall be paid as set forth in Section 1.3(a).

      Section 2. Representations and Warranties of the Shareholder .

     Except as disclosed in the Disclosure Schedule, dated as of the date of this Agreement, delivered to Purchaser concurrently herewith and made a part hereof as Exhibit 2, by specific reference to the sections of this Agreement as to which disclosure is being made, the Shareholder represents and warrants to Purchaser as a material inducement to Purchaser to enter into and perform its obligations under this Agreement, as of the date hereof and as of the Closing Date, as follows:

     2.1 Organization; Authority to do Business . The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of West Virginia. The Company is not qualified and is not required to be qualified to do business as a foreign corporation in any other state due to the character of the properties owned by the Company or the nature of the business transacted by it. The Company has all requisite power and authority to own and operate its properties and to conduct its business in the manner and in the places where it is now conducted.

     2.2 Subsidiaries and Investments . Except as disclosed on Schedule 2.2, the Company has no subsidiaries and owns no stock in any other corporation. The Company does not directly

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or indirectly own any capital stock of, or equity interests in, any other corporation, partnership or limited liability company. The Company is not a member of or participant in any partnership, limited liability company or joint venture and is not obligated to become such a member or participant.

     2.3 Capital Stock . The authorized capital stock (“Authorized Stock”) of the Company is One Thousand (1,000) shares of stock, of one class, consisting of One Thousand (1,000) shares of common stock, One Hundred Dollar ($100.00) par value, of which Fifty One and 55/100ths (51.55) shares of Stock are currently issued and outstanding, fully paid and nonassessable. There are no authorized or outstanding subscriptions, unsatisfied preemptive rights, options, warrants, calls or other rights to acquire any of the Stock or Authorized Stock or any other securities of the Company or obligating the Company to issue any shares of its capital stock. There are no securities outstanding which are convertible into capital stock of the Company. There are no written shareholder agreements, voting trusts, proxies or other agreements with respect to the voting of the capital stock of the Company. None of the Stock has been issued in violation of any preemptive rights of any shareholder.

     2.4 Ownership of Stock . The Shareholder is the owner of record of all the issued and outstanding shares of Stock.

     2.5 Good Title . The Shareholder has, at the date of this Agreement and will, at the Closing Date, have good title to the shares of Stock to be sold pursuant to this Agreement, free and clear of all security interests, claims, restrictions, liens and encumbrances, voting trusts, proxies or other agreements affecting voting or disposition of such Stock, and the Shareholder will have at the closing date full legal right, power and authority to sell, assign and transfer the Stock to the Purchaser. The delivery to the Purchaser of the certificates representing such Stock pursuant to this Agreement will transfer to Purchaser full legal and equitable title thereto, free and clear of all liens, encumbrances, voting trusts, proxies or other agreements affecting voting or disposition of such Stock, claims and rights of others.

     2.6 Authority . Shareholder has the right, power, legal capacity and authority to enter into and perform his obligations under this Agreement. The execution and delivery of this Agreement and consummation of the transactions contemplated hereby will not violate any provision of, or result in the breach of the terms of any agreement to which Shareholder or the Company is a party or by which he may be bound, or any order, judgment or decree applicable to Shareholder, or result in the creation of any claim, lien, charge or encumbrance upon any Stock of Shareholder.

     2.7 Compliance with Law and Other Authorizations . The Company and each of its officers, employees and agents possess, and will at the Closing Date possess, all rights, privileges, memberships, licenses, franchises, permits, approvals and other Authorizations (collectively, the “Authorizations”) that are (i) required by any federal, state or local governmental body, or any agency thereof, or (ii) needed from any non-governmental person or entity, to conduct the business of the Company as currently being conducted and are material to the operations of the Company. The Company has not had revoked or suspended an

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Authorization or qualification to conduct its business in any jurisdiction, and has received no notification from any agency or department of federal, state or local government or regulatory authorities or the staff thereof asserting that the Company is not in compliance with any of the statutes, regulations, rules or ordinances which such governmental authority or regulatory authority enforces, or threatening to revoke any license, franchise, permit or governmental authorization. Neither the Company nor any of its officers, employees or agents is in noncompliance with, or in violation of, any applicable law, statute, ordinance, rule, Authorization, license, permit, governmental regulation, writ, injunction, judgment, decree or order in connection with the ownership or business of the Company which are material to the operations of the Company.

     Since January 1, 2000, the Company has filed all reports and statements, together with any amendments required to be made with respect thereto, which it was required to file with any governmental agency or regulatory authority having jurisdiction over its operations. Each of such reports and documents, including the financial statements, exhibits and schedules thereto, does not contain any statement which, at the time and in the light of the circumstances under which it was made, is false or misleading with respect to any material fact or which omits to state any material fact necessary in order to make the statements contained therein not false or misleading.

     2.8 Books and Records; Articles and By-laws . The Company has maintained its books, accounts and records in the usual, regular and ordinary manner, on a basis consistent with the years beginning after December 31, 1999, and since January 1, 2004, no changes have been made in its accounting practices or procedures. The Company’s certificate and articles of incorporation, bylaws and all corporate minutes which have been delivered to Purchaser prior to the date hereof, are true, correct and complete copies thereof, as amended to the date hereof.

     2.9 Company Financial Statements . The Shareholder has delivered to Purchaser prior to the execution of this Agreement copies of the following financial statements of the Company (which, together with all future financial statements to be furnished are collectively referred to herein as the “Company Financial Statements”): the Balance Sheets of Company as of December 31, 2000, 2001, 2002, 2003 and June 30, 2004, and the related Income Statements or the periods then ended, and the notes thereto. The Company Financial Statements (as of the dates thereof and for the periods covered thereby):

          (a) Are prepared from and in accordance with the books and records of Company, which are complete and correct in all material respects (except as otherwise required or approved by applicable regulatory authorities or by applicable law) and which have been maintained in accordance with generally accepted accounting principles on a consistent basis; and

          (b) Present fairly the financial position and results of operations and changes in financial position of Company as of the dates and for the periods indicated, in accordance with generally accepted accounting principles (except as otherwise required or approved by applicable

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authorities or by applicable law), applied on a basis consistent with prior years, and do not fail to disclose any material extraordinary or out-of-period items.

     The Company’s Financial Statements for the period ending June 30, 2004, are complete and correct in all material respects, and fairly present Company’s financial condition and results of operations as of such date and for such period.

     2.10 Absence of Undisclosed Liabilities . At June 30, 2004, the Company had no obligation or liability, contingent or otherwise (including liabilities as guarantor or otherwise with respect to obligations of others or liabilities for taxes due or then accrued or to become due) which was material, or which when combined with all similar obligations or liabilities would have been material (materiality being defined as individually or in the aggregate being a sum equal to or in excess of Twenty Five Thousand Dollars ($25,000)), to Company except as disclosed in the Company Financial Statements; nor does there exist a set of circumstances resulting from transactions effected or events occurring on or prior to July 31, 2004, or from any action omitted to be taken during such period that, to the knowledge of Shareholders, could reasonably be expected to result in any such material obligation or liability, except as disclosed or provided for in the Company Financial Statements. The amounts set up as liabilities for taxes in the Company Financial Statements are sufficient for the payment of all taxes (including, without limitation, federal, state, local and foreign excise, franchise, property, payroll, income, capital stock and sales and use taxes) accrued in accordance with generally accepted accounting principles and unpaid at July 31, 2004. Since July 31, 2004, the Company has not incurred or paid any obligation or liability which would be material (on a consolidated basis) to Company, except for obligations incurred or paid in connection with transactions by it in the ordinary course of its business consistent with generally accepted practices and except as disclosed herein.

     2.11 Absence of Certain Changes . Except as specifically disclosed and described in Exhibit 2 hereto, between July 31, 2004 and the date hereof, there has not been (i) any transaction by the Company not in the ordinary course of business, or any sale of any asset of the Company (other than sales of inventory in the ordinary course of business); (ii) any damage, destruction or loss, whether or not covered by insurance, adversely affecting the assets of the Company; (iii) a declaration or payment of any dividend or distribution upon the Stock; (iv) any waiver by the Company of any material right under any of its Contracts; (v) any incurring or assumption of, or commitment to become liable with respect to, any obligation (contractual or otherwise) other than in the ordinary course of business; (vi) alteration by the Company, in any material respect, of the timing or method of its usual collection of receivables or other payments due it for products sold or services rendered; (vii) any gifts or donations by the Company; or (viii) any event or events which, individually or in the aggregate, could be expected to have a material adverse effect on the financial condition, operations, business or assets of the Company.

     2.12 Tax Matters.

          (a) Except as disclosed in Section 2.12(a) of Exhibit 2, all federal, state, local and foreign tax returns, (including, without limitation, estimated tax returns, withholding tax returns with respect to employees, and FICA and FUTA returns) required to be filed by or on

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behalf of Company have been timely filed or requests for extensions have been timely filed, granted and have not expired and all returns filed are complete and accurate in all material respects. All taxes with respect to such returns and all taxes otherwise due have been timely paid in the amount reflected on the tax return. As of the date hereof, and as of the Closing Date, there is and shall be no audit examination, deficiency or refund litigation or matter in controversy with respect to any taxes that might result in a determination adverse to Company, except as reserved against in the Company Financial Statements. All taxes, interest, additions and penalties due with respect to completed and settled examinations or concluded litigation have been paid.

          (b) The Company has not executed an extension or waiver of any statute of limitations on the assessment or collection of any tax due that is currently in effect.

          (c) To the extent any federal, state, local or foreign taxes are due from Company for the period or periods beginning January 1, 2004, or thereafter through and including the Closing Date, adequate provision on an estimated basis has been or will be made for the payment of such taxes by establishment of appropriate tax liability accounts on the last monthly financial statements of Company, prepared before the Closing Date.

          (d) As of the date of this Agreement, the Company is not subject to any penalty or other addition to tax by reason of a violation of any tax order, tax rule or tax regulation or a default with respect to any tax return for taxable periods ending on or before the date hereof.

          (e) There are no (i) liens with respect to taxes (except for liens for taxes not yet delinquent) or (ii) outstanding liabilities with respect to taxes that could form the basis for liens, upon any of the properties or assets, whether real, personal or mixed, tangible or intangible, of the Company, except those which accrue in the ordinary course of business.

          (f) The Company is not a party to any agreement providing for the allocation or sharing of, or indemnification for, taxes.

          (g) The Company is not required to include in income any adjustment in any taxable period ending after the date hereof pursuant to Section 481(a) of the Code.

          (h) Neither the Company nor any other person or entity has entered into any agreement with any taxing authority that will bind the Purchaser after the Closing Date.

     2.13 No Threatened or Pending Litigation . Except as fully set forth in Exhibit 2 there is no claim, legal action, suit, arbitration, governmental investigation or other legal, administrative or tax proceeding, nor any order, decree or judgment, in progress or pending or threatened, (or unasserted) against or relating to the Company, its properties, assets or businesses or the transactions contemplated by this Agreement. The Company is not a party to any agreement or instrument or subject to any charter or other corporate restriction or any judgment, order, writ, injunction, stay, decree, rule, regulation, code or ordinance that threatens or might impede the consummation of the transactions contemplated by this Agreement.

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     2.14 Title of Properties and Condition of Assets.

          (a) The Company has good, marketable and indefeasible title to all of its property and assets, and valid leasehold interests in such of its properties as are leased, including the property and assets reflected on the Company Financial Statements (other than property and assets disposed of in the ordinary course of business since the date of such Company Financial Statements), free and clear of any security interests, liens, charges or encumbrances whatsoever, except as set forth in Exhibit 2.

          (b) Exhibit 3 sets forth a true and complete list and summary description of all real estate owned, used or leased by the Company, together with a brief description of the structures located thereon.

          (c) No instrument of record, easement, license, grant, applicable zoning or building law, ordinance or administrative regulation or other impediment of any kind materially adversely affects the value of, or prohibits or interferes with, or would, if not permitted by any prior non-conforming use, prohibit or interfere with, the use, operation, maintenance of, or access to the real or personal property subject thereto as now used, operated or maintained by the Company.

          (d) All of the principal items of machinery and equipment now owned and actively used by the Company in its business are owned by the Company outright, in each case free and clear of all security interests, claims, liens, charges or encumbrances whatsoever, except as set forth in Exhibit 2. Such machinery and equipment now owned and actively used by the Company is sufficient and adequate to carry on its business as now conducted.

          (e) To the best of Shareholder’s knowledge, all the plants, buildings, structures, machinery and equipment owned, leased and actively used by the Company are in good operating order and are usable in the ordinary course of business, based on the age of such equipment, ordinary wear and tear excepted. All other plants, buildings, structures, machinery, and equipment are being sold “AS IS, WHERE IS”.

     2.15 Accounts Receivable and Bank Accounts . To the best of Shareholder’s knowledge, except as disclosed on Section 2.15 of Exhibit 2, all notes and accounts receivable of the Company shown on the Company Financial Statements or thereafter acquired have been collected or are current and collectible, subject to (a) a five percent (5%) allowance for noncollectibility and (b) to returns and allowances in the ordinary course of business (in the case of each note in accordance with its terms, and in the case of each account within 90 days after billing) at the aggregate recorded amounts thereof on the books of the Company and are subject to no counterclaims or set-offs. Exhibit 4 to this Agreement contains a schedule identifying all bank and brokerage accounts of the Company, whether or not such accounts are held in the name of the Company, listing respectively the signatories therefor and the names of all persons holding a power of attorney from the Company and a summary of the terms thereof.

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     2.16 Inventories . All inventories of the Company, whether or not reflected in the Company Financial Statements, are of a quality and quantity usable and salable in the ordinary course of business, except for obsolete items and items of below-standard quality, all of which, in the aggregate, are immaterial in amount. Items included in such inventories are carried on the books of the Company, and are valued on the Company Financial Statements at the lower of cost or market and, in any event, at not greater than their net realizable value, on an item by item basis, after appropriate deduction for costs of completion, marketing costs, transportation expense, and allocation of overhead.

     2.17 Contracts . Attached hereto is Exhibit 5 which contains an accurate and complete list of:

          (1) all current licenses, franchises, ordinances, permits, reports to any municipal authority granting any license or franchise, license or franchise applications, patents, patent applications, patent licenses, trademark registrations, and applications therefore, service marks, service names, trade names, copyrights and copyright registrations, and applications therefor, wholly or partially owned or held by Company or used in the operation of its business;

          (2) all fire, theft, casualty, liability and other insurance policies insuring Company and its properties, specifying the type of coverage;

          (3) all sales agency agreements or sales agreements providing for the services of an independent contractor to which either Company is a party or by which it is bound;

          (4) all contracts, agreements, commitments or licenses relating to patents, trademarks, trade names, copyrights, inventions, processes, know-how, formulas or trade secrets to which Company is a party or by which it is bound;

          (5) all loan agreements, indentures, mortgages, pledges, conditional sale or title retention agreements, security agreements, easements, rights-of-way, equipment obligations, guaranties, leases or lease purchase agreements to which Company is a party or by which it is bound;

          (6) all contracts, including without limitation, service agreements, agreements, commitments or other understandings or arrangements to which Company is a party or by which it is bound (other than purchase and sales orders and commitments made in the ordinary course of business involving payments or receipts by Company of less than $5,000) (a) which involve payments or receipts by Company of more than $5,000 in the case of any single contract, service agreement, agreement, commitment, understanding or arrangement, or (b) which materially affect the condition (financial or otherwise) or the properties, assets, business or prospects of such Company;

          (7) all employment agreements, collective bargaining agreements, and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, employee pension plans or retirement plans, and group life, health and accident

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insurance and other employee benefit plans, agreements, arrangements, or commitments, whether or not legally binding, to which Company is a party or which relates to the operation of such Company’s business; and

          (8) the name of each bank in which Company has an account or safe deposit box and the names of all persons authorized to draw thereon or have access thereto.

     All of the contracts, agreements, leases, franchises, ordinances, licenses, commitments, instruments and other documents listed in Exhibits 3 and 5 (individually a “Contract” and collectively the “Contracts”) are valid and binding and in all material terms, enforceable in accordance with their respective terms, except as may be limited by bankruptcy laws or public policy issues and in full force and effect. No Contract would be breached by virtue of the transaction contemplated hereby. There is not under any Contract any existing default by any party thereto or event which, after notice or lapse of time, or both, would constitute such a default. Shareholders are not aware of any intention by any party to any Contract (1) to terminate or amend the terms thereof, or (2) to renew the same upon expiration only on terms and conditions which are more onerous and burdensome than those pertaining to the existing Contract. True, correct and complete copies of all such Contracts and other documents (together with any and all amendments thereto) have been delivered to Purchaser.

     Except as disclosed in Exhibit 5, the Company is not a party or subject to any of the following (whether written or oral, express or implied):

          (i) any employment contract or understanding (including any understandings or obligations with respect to severance or termination pay liabilities or fringe benefits) with any present or former officer, director, employee or consultant (other than those which are terminable at will by Company);

          (ii) any plan, contract or understanding providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar understandings with respect to any present or former employee, officer, director or consultant;

          (iii) any contract or agreement with any labor union;

          (iv) any contract not made in the ordinary course of business containing covenants limiting the freedom of Company to compete in any line of business or with any person or involving any restriction of the area in which, or method by which, Company will carry on its business (other than as may be required by law or applicable authorities);

          (v) any lease, agreement or other contract or series of related contracts requiring annual rental payments or payments aggregating $15,000 or more.

          (vi) any agreement for the purchase or sale of materials, supplies, equipment, merchandise or service that contain an escalation, renegotiation or redetermination clause or that obligate the Company to purchase all or substantially all of its requirements of a particular

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product from a supplier, or for periodic minimum purchases of a particular product from a supplier;

          (vii) any agreement for the sale of any of the assets or properties of the Company other than in the ordinary course of business or for the grant to any person of any options, rights of first refusal, or preferential or similar rights to purchase any such assets or properties;

          (viii) any agreement of surety, guarantee or indemnification, other than agreements in the ordinary course of business with respect to obligations in an aggregate amount not in excess of $15,000;

          (ix) any agreement with customers or suppliers for the sharing of fees, slotting fees, the rebating of charges or other similar arrangements;

          (x) any agreement relating to the acquisition by the Company of any operating business or the capital stock of any other person;

          (xi) any agreement or note relating to or evidencing outstanding indebtedness for borrowed money; and

          (xii) any other material agreement whether or not made in the ordinary course of business.

     True and complete copies of all the contracts and other agreements (and all amendments, waivers or other modifications thereto) have been furnished to, or made available for inspection and review by, Purchaser. Each of such contracts is valid, subsisting, in full force and effect, and the Company is not in default under any of them, nor, to the best knowledge of the Company, is any other party to any such contract or other agreement in default thereunder, nor does any condition exist that with notice or lapse of time or both would constitute a default thereunder, except, in each case, such defaults as would not, individually or in the aggregate, have a material adverse effect on the business of the Company.

     2.18 Insurance . All insurance described or listed in Exhibit 5 is in full force on the date hereof and is carried with insurers licensed to do business in the State of West Virginia.

     2.19 Labor .

          (a) No work stoppage involving Company is pending or, to the best of Shareholders and Company’s knowledge, threatened.

          (b) The Company is not involved in, or threatened with or affected by, any labor dispute, arbitration, lawsuit or administrative proceeding which could materially and adversely affect the business of Company.

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          (c) Employees of Company are not represented by any labor union nor are any collective bargaining agreements otherwise in effect with respect to such employees.

          (d) The Company is not delinquent in payments to any of its respective employees or consultants for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to the date hereof or amounts required to be reimbursed to such employees. The Company will not by reason of this Agreement or anything done prior to the Closing Date be liable to any of such employees for severance pay or any other payments (other than salary, commissions, vacation or sick pay in accordance with the Company’s normal policies). No payments to directors, officers, employees, or consultants of the Company resulting from the transactions contemplated hereby will cause the imposition of excise taxes under Section 4999 of the Code or the disallowance of a deduction pursuant to Section 280G of the Code. True and complete information as to all current directors, officers, employees or consultants of the Company, including, in each case, name, current job title, base salary, bonus potential, commissions and termination obligations has been previously furnished to Purchaser.

     2.20 Employment Benefits .

          (a) Exhibit 6 constitutes a true and complete list of each bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance pay, medical, life or other insurance, profit-sharing, or pension plan, program, agreement or arrangement, sponsored, maintained or contributed to or required to be contributed to by the Company or by any trade or business, whether or not incorporated, that together with the Company would be deemed a “single employer” under section 414 of the Code (an “ERISA Affiliate”) for the benefit of any employee or director or former employee or former director of the Company or any ERISA Affiliate, whether formal or informal and whether legally binding or not (the “Plans”). None of the Plans is subject to Title IV of ERISA. The Company has no formal plan or commitment, whether legally binding or not, to create any additional plan or modify or change any existing Plan that would affect any employee or director or former employee or former director of the Company or any ERISA Affiliate.

          (b) With respect to each of the Plans, the Company has heretofore delivered to the Purchaser true and complete copies of each of the following documents: (i) the Plan and related documents (including all amendments thereto); (ii) the two most recent annual reports and financial statements, if any; (iii) the most recent Summary Plan Description, together with each Summary of Material Modifications, required under ERISA with respect to such Plan, and all material employee communications relating to such Plan; and (iv) the most recent determination letter received from the IRS with respect to each Plan that is intended to be qualified under the Code and all material communications to or from the IRS or any other governmental or regulatory authority relating to each Plan.

          (c) No liability under Title IV of ERISA has been incurred by the Company or any ERISA Affiliate since the effective date of ERISA that has not been satisfied in full, and

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no condition exists that presents a material risk to the Company or any ERISA Affiliate of incurring a liability under such Title.

          (d) Neither the Company nor any ERISA Affiliate, nor any of the Plans, nor any trust created thereunder, nor any trustee or administrator thereof has engaged in a transaction in connection with which the Company, any of the ERISA Affiliates, any of the Plans, any such trust, or any trustee or administrator thereof, could be subject to either a civil penalty assessed pursuant to section 409 or 502(i) of ERISA, or a tax imposed pursuant to section 4975 or 4976 of the Code.

          (e) Full payment has been made, or will be made in accordance with section 404(a)(6) of the Code, of all amounts that the Company or any ERISA Affiliate is required to pay under section 412 of the Code or under the terms of the Plans, and all such amounts properly accrued through the Closing Date will be paid on or prior to the Closing Date or will be properly recorded on the Company Financial Statements.

          (f) None of the Plans is a “multiemployer pension plan,” as such term is defined in section 3(37) of ERISA, a “multiple employer welfare arrangement,” as such term is defined in section 3(40) of ERISA, or a single employer plan that has two or more contributing sponsors, at least two of whom are not under common control, within the meaning of section 4063(a) of ERISA.

          (g) With respect to any Plan that is a “multiemployer pension plan,” as such term is defined in Section 3(37) of ERISA (i) neither the Company nor any ERISA Affiliate has made or suffered a “complete withdrawal” or a “partial withdrawal,” as such terms are respectively defined in section 4203 and 4205 of ERISA, (ii) no event has occurred that presents a material risk of a partial withdrawal, (iii) neither the Company nor any ERISA Affiliate has any contingent liability under section 4204 of ERISA, and no circumstances exist that present a material risk that any such plan will go into reorganization, and (v) the aggregate withdrawal liability of the Company and the ERISA Affiliates, computed as if a complete withdrawal by the Company and the ERISA Affiliates had occurred under each such Plan on the date hereof, would not exceed $10,000.00.

          (h) Each of the Plans that is intended to be “qualified” within the meaning of section 401(a) of the Code is so qualified. Each of the Plans that is intended to satisfy the requirements of section 125 or 501(c)(9) of the Code satisfies such requirements. Each of the Plans has been operated and administered in all material respects in accordance with its terms and applicable laws, including but not limited to ERISA and the Code.

          (i) Each Plan may be amended or terminated without liability to the Company or any ERISA Affiliate. No amounts payable under the Plans will fail to be deductible for federal income tax purposes under section 280G of the Code.

          (j) There are no actions, suits or claims pending, or, to the knowledge of the Company, threatened or anticipated (other than routine claims for benefits) against any Plan, the

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assets of any Plan or against the Company or any ERISA Affiliate with respect to any Plan. There is no judgment, decree, injunction, rule or order of any court, governmental body, commission, agency or arbitrator outstanding against or in favor of any Plan or any fiduciary thereof (other than rules of general applicability). There are no pending or threatened audits or investigations by any governmental body, commission or agency involving any Plan.

          (k) No Plan provides benefits, including without limitation death or medical benefits (whether or not insured), with respect to current or former employees or directors of the Company or any ERISA Affiliate after retirement or other termination of service (other than (i) coverage mandated by applicable law, (ii) death benefit or retirement benefits under any “employee pension plan,” as that term is defined in Section 3(2) of ERISA, (iii) deferred compensation benefits accrued as liabilities on the Company Financial Statements, or (iv) benefits, the full cost of which is borne by the current or former employee or director (or his beneficiary)).

          (l) The consummation of the transactions contemplated by this Agreement will not (i) entitle any current or former employee or director of the Company or any ERISA Affiliate to severance pay, unemployment compensation or any similar payment, or (ii) accelerate the time of payment or vesting, or increase the amount, of any compensation due to any such current or former employee or director, or (iii) renew or extend the term of any agreement regarding compensation for any such current or former employee or director.

     2.21 Proprietary Rights . The Company owns or possesses adequate licenses or other rights to use all patents, trademarks, trade names, copyrights, inventions, formulae, methods and processes (all such items being hereinafter referred to as “Intangible Property”) currently used by it in the conduct of its business, without any known material conflict with the rights of others. No royalties, honoraria or fees are payable by the Company to any person by reason of the ownership or use of the Intangible Property. All items of Intangible Property are valid and in good standing and are adequate and sufficient to permit the Company to conduct its business as now operated, and no other rights of the kinds enumerated are due or required by the Company in its operations. There are no licenses, sublicenses or agreements relating to their use now in effect, and no Shareholder has any knowledge that any of the aforesaid are being infringed by others in any material way. No claim is pending nor, to the knowledge of any Shareholder, is threatened or has been made within the past five years, to the effect that, nor does any Shareholder have any knowledge that, operation by the Company of its business or the manufacture or sale of any of its products, or any formula, method, process, part or material it employs, infringes or conflicts in any way upon any rights of the type enumerated above owned or claimed by others.

     2.22 Environmental Matters .

          (a) The operations of the business of the Company and the buildings in which it is conducted conform with all applicable Federal, state and local laws, ordinances and regulations (including those relating to zoning and environmental protection), and all buildings or operations of the Corporation and the business that are subject to the Occupational Safety and Health Act of 1970, as amended, comply with employee working conditions as prescribed by such Act.

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          (b) The Company has no underground storage tanks, either empty or containing any liquid, including but without limitation solvents, fuel or waste oil, on any premises used in its business.

          (c) The Company has obtained all permits, licenses and other authorizations and filed all notices which are required to be obtained or filed by Company for the operation of its business under Federal, state and local laws relating to pollution, protection of the environment or waste disposal (“Environmental Laws”). The Company is in compliance in all respects (i) with all terms and conditions of all required permits, licenses and authorizations; and (ii) all other applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in the Environmental Laws or contained in any law, regulation, code, plan, order, decree, judgment, notice or demand letter issued, entered, promulgated or approved thereunder. Except as disclosed on Section 2.22 of Exhibit 2, to the best of Shareholder’s knowledge, there are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans which may interfere with or prevent continued compliance in all respects, or which may give rise to any common law or statutory liability, or otherwise form the basis of any claim, action, suit, proceeding, hearing or investigation, based on or related to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling, or the emission, discharge, release or threatened release into the environment, of any pollutant, contaminant, waste or hazardous or toxic material with respect to the Corporation or its businesses, properties or plants.

          (d) There are no actions, suits or proceedings, or demands, claims, notices or investigations (including, without limitation, notices, demand letters or requests for information from any environmental agency) instituted or pending, or threatened relating to the liability of the Company or any of its operations or buildings under any Environmental Law.

     2.23 No Broker . Neither the Company nor the Shareholder have incurred any liability for finder’s, agent’s or brokerage fees, commissions or compensation in connection with this Agreement or the transactions contemplated hereby.

     2.24 No Third Party Consents . There are no contractual, legal or other restrictions, consents, approvals, authorizations or clearances of any third party that Shareholder or the Company is required to obtain and that have not been obtained as of the date hereof and that are necessary for or would prevent the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.

     2.25 Authority . The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not violate any provision of, or result in the breach of or accelerate or permit the acceleration of the performance required by the terms of, any applicable law, rule or regulation of any governmental body having jurisdiction, the Articles of Incorporation or Bylaws, or any agreement to which Shareholder or the Company is a party or by

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which he or it may be bound, or of any order, judgment or decree applicable to him or it, or result in the creation of any claim, lien, charge or encumbrance upon any of the property or assets of the Company or upon the Stock, or terminate or result in the termination of any such agreement, or in any way affect or violate the terms or conditions of, or result in the cancellation, modification, revocation, or suspension of, any of the Licenses referred to herein.

     2.26 All Representations, Etc. Are True . No representation or warranties by Shareholder made in this Agreement or in an exhibit, financial statement, certificate, schedule or other document required to be furnished by or on behalf of Shareholders or Company under this Agreement contains or will contain any untrue statements of a material fact or omit or will omit to state a material fact necessary to make statements contained herein and therein not misleading.

Section 3. Representations and Warranties of the Purchaser . The Purchaser represents and warrants to the Shareholder as of the date hereof and as of the Closing Date as follows:

     3.1 Organization, Standing and Authority . Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of West Virginia. Purchaser has the corporate power to execute and deliver this Agreement, and has taken or will as of the Closing Date will have taken all action required by law, its Articles of Incorporation, its By-laws or otherwise, to authorize such execution and delivery and the consummation of the transactions contemplated hereby, and this Agreement is a valid and binding agreement of Purchaser in accordance with its terms. No action of Purchaser’s shareholders is or will be required to approve this Agreement. Purchaser has the corporate power to carry on its business as currently conducted and is qualified to do business in every jurisdiction in which the character and location of the assets to be owned by it or the nature of the business to be transacted by it require qualification.

     3.2 Authority. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, violate any provision of the Articles of Incorporation or By-laws of Purchaser, or any provision of, or upon approval of United Bank, Inc. result in the acceleration of any obligation under, any material mortgage, deed of trust, note, lien, lease, franchise, license, permit, agreement, instrument, order, arbitration award, judgment, injunction or decree, or result in the termination of any material license, franchise, lease, or permit to which Purchaser is a party or by which it is bound, and will not violate or conflict with any other material restriction of any kind or character to which Purchaser is subject.

      Section 4. Covenants of the Shareholder .

     The Shareholder covenants and agrees with the Purchaser that he will perform or will cause the Company to perform the following between the date of this Agreement and the Closing Date:

     4.1 Access to Information and Due Diligence . In order to allow Purchaser to conduct its due diligence investigation, including, without limitation, environmental due diligence, the

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Shareholder shall cause Company to give to Purchaser and its designees, during normal working hours, full and free access to all of the property, books, contracts and other records of the Company and shall furnish to Purchaser and its designees all additional financial, legal and other information with respect to the Company and the assets and liabilities of Company that Purchaser may reasonably request. The Company shall also allow and arrange for Purchaser and its designees free and full access and opportunity, during normal business hours to consult and meet with the officers, directors, employees, and other agents of the Company. Purchaser and its designees shall have the right to make copies of any of the records referred to above.

     4.2 Conduct Prior to Closing Date . Except as otherwise contemplated by this Agreement or permitted by the prior written consent of Purchaser, Shareholder shall cause the Company to:

          (a) conduct its business and operations only in the ordinary course, maintain all of its properties and assets in good condition and repair, perform its obligations under all agreements binding upon it and maintain all of its licenses in good standing;

          (b) continue in effect all disclosed policies of insurance;

          (c) preserve the business organization of the Company intact;

          (d) keep available the services of the present officers and employees of the Company;

          (e) maintain and preserve the good will of the suppliers, customers and others having business relations with the Company;

          (f) furnish to Purchaser, promptly upon their becoming available, Company Financial Statements in the form customarily presented to Company’s management; and

          (g) consult with Purchaser from time to time, upon the reasonable request of Purchaser, with respect to any actual or proposed conduct of the business of the Company.

     4.3 Prohibited Transactions Prior to Closing Date . Except as otherwise contemplated by this Agreement or permitted by the prior written consent of Purchaser, Shareholder covenants and agrees that the Company shall not:

          (a) become a party to any agreement which, if it existed on the date hereof, would be required to be listed in any Exhibit hereto;

          (b) do or allow to be done, any of the things listed in Section 2.11;

          (c) enter into any compromise or settlement of any litigation, proceeding or governmental investigation relating to it or its properties or business, except settlements made by insurers which do not in any single case involve a contribution by the Company;

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          (d) make any change in its Articles of Incorporation or Bylaws;

          (e) invest in other than (i) deposits, accounts or certificates of deposit in an institution whose accounts are insured by the FDIC; (ii) commercial paper of companies rated “A” or better by Standard & Poors Company or “P-1” or better by Moody’s Investors Services, Inc. or (iii) obligations of the United States government or any agency thereof, all of which investments must mature within 12 months after the date on which made;

          (f) make any change in its Authorized Stock;

          (g) issue any shares of its Authorized Stock, securities convertible into its Authorized Stock, or any long term debt securities;

          (h) issue or grant any options, warrants, or other rights to purchase shares of its Authorized Stock;

          (i) declare or pay any dividends or other distributions on any shares of outstanding Stock;

          (j) enter into or amend any employment, pension, retirement, stock option, profit sharing, deferred compensation, consultant, bonus, group insurance, or similar plan in respect of its directors, officers, or other employees, or increase the current level of contributions to any such plan now in effect;

          (k) take any action materially and adversely affecting this Agreement or the transactions contemplated hereby or the financial condition (present or prospective), businesses, properties, or operations of the Company;

          (l) acquire, consolidate or merge with any other company, corporation or association, or acquire, other than in the ordinary course of business, any assets of any other company, corporation or association;

          (m) Mortgage, pledge, or subject to a lien or any other encumbrance, any of its assets, dispose of any of its assets or incur or cancel any debts or claims.

     4.4 Confidentiality. Pending the Closing, and thereafter for the period of time set forth in any employment or non-competition agreement, as the case may be, affecting Shareholder, Shareholder agrees that he shall hold and keep confidential all data and information, both existing and contemplated, relating to the business of the Company, including, but not limited to, any customer lists, trade secrets or other confidential information, or any inventions, discoveries, improvements, formulae, practices, processes methods or products, whether patentable or not, directly or indirectly useful in or relating to the business of the Company, as conducted by it from time to time, and shall not voluntarily directly or indirectly disclose any such information to any person, firm or corporation or use the same except in connection with the business and affairs of the Company.

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Section 5. Covenants of Purchaser.

     5.1 Reasonable Efforts . From and after execution of this Agreement, Purchaser will use its reasonable efforts in good faith to take or cause to be taken all actions required under this Agreement on its part to be taken as promptly as practicable so as to permit the consummation of the purchase of Stock and the transactions contemplated hereby at the earliest possible date, and will cooperate fully with Shareholder to that end.

     5.2 Post-Closing Obligations . After Closing, Purchaser will timely pay all lawful obligations of Company i) incurred in the ordinary course of business prior to Closing which have been disclosed by Company and Shareholder, and ii) incurred after the Closing, and will indemnify Shareholder from any liabilities related thereto.

Section 6. Conditions to Closing by the Purchaser . The obligations of Purchaser under this Agreement are, at the option of the Purchaser, subject to the satisfaction, at or prior to the Closing Date, of the conditions set out below in this Section 6. Purchaser may waive any or all of these conditions in whole or in part without prior notice; provided, however, that no such waiver of a condition shall constitute a waiver by Purchaser of any of its other rights or remedies at law or in equity, if the Shareholder shall be in default of any of their representations, warranties or covenants under this Agreement.

     6.1 Opinion of Counsel . Purchaser shall have received the opinion of counsel for the Company and the Shareholder dated the Closing Date and substantially in the forms annexed hereto as Exhibits 7.1 and 7.2, respectively.

     6.2 Representations and Warranties Correct . The representations and warranties of the Shareholders made in this Agreement or made by the Shareholder or the Company in any document or certificate delivered to the Purchaser pursuant hereto shall be true and correct on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of the Closing Date.

     6.3 Full Performance . The Shareholder and the Company shall each have fully performed and complied with all covenants, terms and agreements to be performed and complied with by each of them on or before the Closing Date.

     6.4 Regulatory Approvals . The approval of and consent to the Stock purchase and the transactions contemplated hereby shall have been given prior to the Closing Date by the regulatory agencies, federal and state, whose approval or consent is required, and all notice periods, waiting periods, delay periods and all periods for review, objection or appeal of or to any of the consents, approvals, or permissions required by law with respect to the consummation of this Agreement shall have expired. Such approvals shall not be conditioned or restricted in a manner which, in the judgment of Purchaser, materially adversely affects the economic assumptions of the transactions contemplated hereby so as to render inadvisable consummation of the Agreement.

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     6.5 No Divestiture or Adverse Condition . The approvals, consents and permissions referred to in Section 6.4 hereof shall not have required the divestiture or cessation of any significant part of the present operations conducted by Purchaser, the Company, or any subsidiary of Purchaser and shall not have imposed any other condition, which divestiture, cessation or condition Purchaser reasonably deems to be materially disadvantageous or burdensome.

     6.6 Corporate Documents Delivered . Purchaser shall have received evidence satisfactory to it that the complete and correct minute books, Articles of Incorporation, Bylaws, financial and other corporate records and the corporate seal of the Company are in the possession of an officer or officers of the Company designated by Purchaser.

     6.7 Certificates. Purchaser shall have received such other certificates, documents and instruments as its counsel shall reasonably request.

     6.8 Absence of Material Adverse Changes. Unless waived by Purchaser, there shall have been no material adverse change in the financial condition, business or assets of Company since July 31, 2004 and the capital leases, promissory notes, all other interest bearing debt of Company and all guaranties and contingent liabilities of Company, shall not exceed Eight Hundred Thousand Dollars ($800,000).

     6.9 Facilities and Equipment . No portion of the facilities or equipment of the Company material to the operation of its business shall, after the date hereof and before the Closing Date, be damaged, destroyed or taken by condemnation to such an extent that full operations of such business, on a commercial basis, cannot be renewed for a period in excess of one month, and no material item of its assets or properties shall have been destroyed or damaged or taken by condemnation under circumstances where the loss thereof will not be substantially reimbursed through the proceeds of applicable insurance or condemnation award.

     6.10 No Litigation . There shall not be any pending or threatened arbitration, litigation or administrative proceeding against or affecting the Company, Shareholder or Purchaser or any director, officer, agent, employee or affiliate of any of the foregoing or to which any properties or rights of the Company, Shareholder or Purchaser is subject, other than as described in Exhibit 2, which (a) is likely to have a material adverse effect on the business, financial condition or prospects of the Company or the Purchaser or (b) would prohibit or set aside the transactions contemplated by this Agreement.

     6.11 Certificates for Stock . Certificates representing all the Stock shall have been delivered to the Purchaser duly endorsed for transfer or with stock powers executed in blank attached thereto.

     6.12 Execution and Delivery of Confidentiality and Non-Competition Agreement .

     Shareholder shall have delivered to the Purchaser a duly and properly executed Confidentiality and Non-Competition Agreement in the form annexed hereto as Exhibit 8.

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     6.13 Consent of United Bank, Inc. Purchaser shall have obtained all consents of United Bank, Inc. required to consummate this transaction by the terms of the Revolving Credit Agreement dated as of August 1, 2003 between Purchaser and United Bank, Inc.

     6.14 Leases . On the Closing Date the Company and Williams Land Corporation and Williams Properties, LLC shall have executed and delivered to the other each Agreements of Lease attached hereto as Exhibits 9 (Fruehauff Building) and 10 (Main Facility) providing for the Company’s lease of the premises therein described on the terms therein specified. The Leases, among other mutually agreeable terms, shall provide as follows:

     6.15 Contract to Purchase . On the Closing Date the Company and Williams Properties, LLC shall have executed and delivered to the other a mutually acceptable Contract of Purchase and Sale in the form attached hereto as Exhibit 11 providing for the Company’s purchase of that certain building and all adjacent land known as the SOS Building (811 Virginia Street) for the gross purchase price of One Hundred Fifteen Thousand Dollars ($115,000) with the full right and ability to assume all leases of said SOS Building presently in place.

     6.16 Release of Company Guaranty

     The Company shall have obtained written discharges and releases in full from any and all liabilities under any Company guaranties of indebtedness or other obligation of Williams Land

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Corporation, Williams Properties, LLC or any other affiliate or related interest of Shareholder (including, without limitation, the Company’s guaranty of obligations of Williams Land Company relating to the Fruehauff Building) executed by all creditors who are the beneficiaries of such guaranties.

     6.17 Employment Agreement . On the Closing Date the Company and Shareholder shall have executed and delivered to the other a duly and properly executed Employment Agreement in the form annexed hereto as Exhibit 12.

     6.18 Payment of Related Party Debt . All obligations owed Company by Shareholder and any affiliate or related interest of Shareholder shall be paid in full at Closing.

Section 7. Conditions to Closing by Shareholder.

     The obligations of Shareholder under this Agreement are, at the option of Shareholder, subject to the satisfaction, at or prior to the Closing Date, of the conditions set forth below in this Section 7. Shareholder may waive any or all of these conditions in whole or in part without prior notice; provided , however , that no such waiver of a condition shall constitute a waiver by Shareholders of any of their other rights or remedies at law or in equity if Purchaser shall be in default of any of its representations, warranties or covenants under this Agreement.

     7.1 Representations and Warranties . The representations and warranties of the Purchaser made in this Agreement shall be true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date.

     7.2 Full Performance . The Purchaser shall have fully performed and complied with all covenants and agreements to be performed and complied with by the Purchaser on or before the Closing Date.

Section 8. Closing Date . The Closing of the transactions contemplated by this Agreement shall take place at 11:00 A.M., local time, at the offices of Huddleston Bolen LLP, in Huntington, West Virginia, as soon as practicable after all of the conditions contained herein shall have been satisfied, but in no event later than September 7, 2004, unless extended in writing by all the parties hereto. Such date and time are herein referred to as the “Closing Date”.

Section 9. Termination of Agreement.

     9.1 Grounds for Termination . This Agreement and the transactions contemplated hereby may be terminated at any time prior to the Closing Date:

     (a) By mutual consent in writing of all parties hereto; or

     (b) By Purchaser if there has been a material misrepresentation or breach of warranty in the representations and warranties of Shareholder set forth herein not materially cured by

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Shareholder within thirty (30) days after written notice of same from Purchaser, or by Shareholder if there has been a material misrepresentation or breach of warranty in the representations and warranties of Purchaser set forth herein not materially cured by Purchasers within thirty (30) days after written notice of same from Shareholder; or

     (c) By either Shareholder or Purchaser upon written notice to the other if any regulatory agency whose approval of the transactions contemplated by this Agreement is required denies such application for approval by final order or ruling (which order or ruling shall not be considered final until expiration or waiver of all periods for review or appeal); or

     (d) By either Purchaser or Shareholder upon written notice to the other if any condition precedent to either party’s performance hereunder is not satisfied or waived; or

     (e) By either Shareholder or Purchaser if the transactions contemplated by this Agreement shall violate any non-appealable final order, decree or judgment of any court or governmental body having competent jurisdiction; or

     (f) By either Shareholder or Purchaser upon the bankruptcy or assignment for the benefit of creditors of any of the Shareholder, the Company or Purchaser; or

     (g) By Purchaser by giving written notice thereof to Shareholder if a material adverse change shall have occurred in the financial condition, results of operations or business of Company since July 31, 2004; or

     (h) By Purchaser in the event Purchaser determines that any information disclosed in any exhibit hereto or delivered to Purchaser pursuant to this Agreement is materially inaccurate, incomplete, untrue; exposes a material adverse change relating to the business of the Company; or otherwise breaches any covenant, undertaking, representation or warranty contained herein.

     9.2 Effect of Termination . In the event of termination of this Agreement, no party hereto shall have any liability to any of the other parties of any nature whatsoever, including any liability for loss, damages, or expenses suffered or claimed to be suffered by reason thereof.

     9.3 Return of Information . In the event of the termination of this Agreement for any reason, each party shall deliver to the other party, and shall require each of its officers, agents, employees and independent advisers (including legal, financial and accounting advisers) to deliver to the other party all documents, work papers, and other material obtained from such other party relating to the transactions contemplated hereby, whether obtained before or after the execution hereof. Each party agrees that notwithstanding any other provision contained in this Agreement, the undertakings and covenants regarding confidentiality contained in Section 10 shall survive termination of this Agreement.

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Section 10. Confidentiality.

     10.1 It is hereby agreed that, except (i) as otherwise required in the performance by the parties of their respective obligations hereunder, and (ii) as otherwise required by law, the identity of the parties to, the contents or substance of this Agreement and exhibits and any non-public information received from the other parties during the course of the transactions contemplated pursuant hereto shall remain and be kept as confidential information by them and all copies thereof will be returned promptly at the request of the party furnishing such information in the event of the termination of this Agreement. Each of the parties may disclose such information to its respective employees, affiliates, counsel, accountants, representatives, professional advisors and consultants, and shall require each of them to agree to keep all such information confidential.

      Section 11. Survival of Representations and Warranties.

     11.1 Survival. The representations, warranties, covenants and agreements of Shareholder contained in this Agreement, the Disclosure Schedule, the Exhibits hereto and all instruments, certificates and related documents executed and delivered in connection therewith (the “Purchase Documents”) shall not be deemed waived or otherwise affected by any investigation made by any party hereto or by the participation of Purchaser in the preparation of any schedule or exhibit hereto, or otherwise, and shall survive (a) the execution of the Purchase Documents for a period of three (3) full calendar years after the Closing Date, and (b) any examination made by or on behalf of the parties hereto.

     11.2 Specific Performance . The rights granted to the Purchaser under this Agreement are necessarily of a special, unique, unusual and extraordinary character due to the Purchaser’s reluctance to invest therein without the rights described in this Section 11.2, which gives it a peculiar value, the loss of which cannot reasonably or adequately be compensated for in damages in an action at law, and the material breach by Shareholder of this Agreement will cause the Purchaser irreparable injury and damage. In such event and provided the Purchaser is not in material breach of this Agreement, the Purchaser shall be entitled, as a matter of right, to injunctive relief, writ of mandamus or other equitable relief in any competent court to prevent the violation of any of the provisions of this Agreement or to compel compliance with the terms of this Agreement by Shareholder. Neither this provision nor the exercise by the Purchaser of any of its rights hereunder shall constitute a waiver by Purchaser of any other rights which it may have to damages or otherwise.

     11.3 Indemnity by Shareholder . The Shareholder, for a period of three full calendar years following the Closing, shall indemnify and hold the Purchaser and the Company harmless from and against, and will pay to the Purchaser upon demand, the full amount of any loss, demand, claim, damage, liability, cost or expense (including reasonable attorney’s fees) of any kind or nature whatsoever, absolute or contingent, which may be sustained or suffered by Purchaser or the Company, or any stockholder, officer or director of Purchaser or the Company due to the material breach or default in the performance of any agreement or covenant, or the inaccuracy of any representation, warranty, or certification of the Shareholder given in or pursuant to the Purchase Documents, or as a result of or attributable to the existence of any material fact or circumstance not disclosed in the Disclosure Schedule attached as Exhibit 2.

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Provided, however, there shall be no indemnity obligation until indemnified amounts equal or exceed $25,000. Except for the representations and warranties of Shareholder contained in Sections 2.3, 2.4, 2.5 and 2.6 of this Agreement, the aggregate and total liability of Shareholder pursuant to this Section 11.3 shall in no event exceed Two Million Dollars ($2,000,000). This indemnification shall include a right of offset against any amounts owed as Contingent Purchase Price pursuant to Section 1.3 of this Agreement.

     11.4 Notice of Third Party Claims . A person entitled to and seeking indemnification under Section 11.3 (the “Indemnitee”) shall give to the person responsible for such indemnification under such Section (the “Indemnitor”) prompt written notice of any claims against the Indemnitee, for which a claim against the Indemnitor is to be made for indemnification hereunder, specifying the nature of such claim. The Indemnitor shall have the right to participate at its own expense in defense of any such claim or its settlement, and the Indemnitee shall permit the Indemnitor, upon Indemnitor’s providing adequate security or other assurance reasonably satisfactory to the Indemnitee, to take over the investigation, defense and settlement (collectively the “Defense”) with counsel reasonably satisfactory to Indemnitee of any such claim. The Indemnitee may continue to participate in, and shall be responsible for all expenses (including attorney’s fees) incurred by it in connection with, the defense of a claim after the Indemnitor takes over such defense. The Indemnitor shall not be liable for settlement of any claim or action effected without its consent. In the event that the Indemnitor fails to defend such claim or if the defense of such claim fails, then the Indemnitee shall have the right to be paid upon demand as provided in Section 11.3.

      Section 12. Miscellaneous .

     12.1 Public Announcements . Prior to the Closing Date, each party shall use its best efforts to consult with the other parties with respect to any prepared public announcement, statement or release to the press, or statement to a competitor, customer or other third party (except to its consultants or to regulatory authorities in connection with applications for governmental approvals or filings) with respect to this Agreement or the Stock purchase or the transactions contemplated hereby or thereby, except as may be necessary, in the opinion of counsel, to comply with any law, governmental order or regulation. Shareholder also recognizes that Purchaser, as a publicly held institution, may be required to file this document with the Securities and Exchange Commission, thus making this document and its terms available to the public.

     12.2 Entire Agreement . This Agreement and the agreements specifically referred to herein constitute the entire agreement among the parties hereto and supersede all prior agreements and understandings, oral and written, among the parties hereto or their assignors with respect to the subject matter hereof.

     12.3 Descriptive Headings . Descriptive headings used in this Agreement are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement.

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     12.4 Notices. All notices or other communications which are required or permitted hereunder shall be in writing and shall be sufficient if delivered or mailed by registered or certified mail, postage prepaid, sent by facsimile or telegram, or delivered by hand, and shall be effective upon delivery to the following addresses or such other address as the appropriate party may advise each other party hereto.

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     12.5 Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.

     12.6 Binding Nature; Assignments . This Agreement is binding upon, and inures to the benefit of, the parties hereto and their respective heirs, successors and assigns. This Agreement may not be assigned by any party hereto without the prior written consent of the other parties to be bound thereby, except that Purchaser may assign this Agreement to any affiliate of Purchaser. Except as otherwise expressly stated in this Agreement, nothing contained herein shall be construed to confer any right or cause of action on any person other than the parties hereto, and their respective successors and permitted assigns.

     12.7 Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of West Virginia.

     12.8 Legal Fees and Expenses; Other Expenses . Each of the parties hereto will pay its own fees and expenses incurred in connection with review of this Agreement and related documents and the consummation of the transactions therein contemplated, including, without limitation, all legal fees. Provided, that Company shall pay up to $20,000.00 of such fees and expenses.

     12.9 Invalid Provisions . The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

     IN WITNESS WHEREOF, the parties hereto have executed this agreement all as of the day and year first above written.

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EXHIBIT 1

SHAREHOLDER OF
SYSCAN CORPORATION

EXHIBIT 3

STOCK PURCHASE AGREEMENT
SYSCAN CORPORATION

REAL ESTATE OWNED OR LEASED

See attached schedule.

The City of Charleston has recently instructed Company to scrape and paint the building located on Virginia Street in Charleston, which building is owned by Williams Properties, LLC and leased to Company.

Exhibit 7.1

September ___, 2004

Champion Industries, Inc.
2450 First Avenue
Huntington, WV 25728-2968

Attention: Marshall T. Reynolds

     Dear Sir:

     We have acted as counsel to Syscan Corporation (the “Company”), a West Virginia corporation, both generally and in connection with the proposed sale by the shareholder thereof (the “Shareholder”) of ______ shares of the Company’s common stock to Champion Industries, Inc. (the “Purchaser”) pursuant to the Stock Purchase Agreement dated as of ______ , 2004 (the “Agreement”), among the Shareholder and the Purchaser. This opinion is rendered pursuant to Section 6.1 of the Agreement. Capitalized terms not otherwise defined herein are defined as set forth in the Agreement.

     We have reviewed the Agreement and other documents referred to therein. As to various questions of fact material to our opinion, we have relied upon the representations made in the Agreement and upon certificates of officers of the Company. We have also examined such certificates, opinions and instruments and have made such other investigations as we have deemed necessary in connection with the opinions hereinafter set forth.

     Based on the foregoing and upon such investigation as we have deemed necessary, we are of the opinion that, as of the date of this opinion:

          (1) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of West Virginia, is not required to be qualified to do business as a foreign corporation in any other state due to the character of the properties owned by the Company or the nature of the business transacted by it and is duly authorized to own its properties and to conduct its business as currently being conducted.

          (2) The authorized capitalization of the Company and the shares of the capital stock issued and outstanding as of                     , 2004, are as follows:                     shares of common stock,                     par value, of which                      shares are issued and outstanding. All such issued and outstanding shares of stock are validly issued, fully paid and non-assessable, and were not issued in violation of any preemptive rights of the shareholders of the Company. As of this date, there are, to the best of our knowledge, no options, warrants, rights, commitments or convertible securities outstanding or authorized on behalf of the Company calling for the purchase from it of shares of unissued capital stock or capital stock held as treasury shares, except as otherwise permitted by the Agreement.

          (3) All necessary proceedings of the Shareholder and of the Board of Directors of the Company, to the extent required by law, its Articles of Incorporation or By-Laws or otherwise, to authorize the execution and delivery of