CHAMPION INDUSTRIES INC
8-K, 1996-11-05
COMMERCIAL PRINTING
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                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, DC  20549



                                       FORM 8-K
                                    CURRENT REPORT


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Date of Report (date of earliest event reported) October 28, 1996.

                           CHAMPION INDUSTRIES, INC.                          
- -------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

     WEST VIRGINIA                  0-21084                   55-0717455
- -----------------------      ---------------------       ---------------------
(State or other juris-       (Commission File No.)       (IRS Employer Identi-
diction of corporation)                                      fication No.) 


2450 First Avenue
P. O. Box 2968
Huntington, West Virginia                                     25728
- ----------------------------------------                 ---------------
(Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code        (304) 528-2791
                                                         ----------------

                                NOT APPLICABLE                             
- -------------------------------------------------------------------------------
         (Former name or former address, if changes since last report) 




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                   INFORMATION TO BE INCLUDED IN THE REPORT


Item 2.   ACQUISITION OR DISPOSITION OF ASSETS

     On October 28, 1996, Champion Industries, Inc. ("Champion"), a West
Virginia corporation, announced that it had executed a Stock Purchase Agreement
dated October 28, 1996 with IRM Services, Inc., a Florida corporation, providing
for the purchase of all the issued and outstanding capital stock of Interform
Corporation ("Interform"), a Pennsylvania corporation and wholly-owned
subsidiary of IRM Services, Inc., for a cash price of Two Million Five Hundred
Thousand Dollars ($2,500,000.00) and the assumption of a certain liability of
Interform to IRM Services, Inc. in the amount of One Hundred Thirty Thousand
Dollars ($130,000.00).  Consummation of the acquisition is conditioned upon
satisfaction of the provisions of the Stock Purchase Agreement.  Upon
consummation of such purchase, Interform will become a wholly-owned subsidiary
of Champion and will continue operations as such.  Champion anticipates
utilizing a combination of working capital and bank borrowings to provide the
cash consideration required by the Stock Purchase Agreement.

     Interform is one of the top fifteen independent business form manufacturers
in the United States.  It sells through a distributor network concentrated in
Eastern Pennsylvania, New Jersey and metropolitan New York, New York.  It also
engages in direct sales of business forms in the Pittsburgh, Pennsylvania area.



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Interform operates a manufacturing facility in Bridgeville, Pennsylvania 
producing continuous and snap-out business forms, checks and envelopes, and 
has advised of its plans to close a manufacturing facility in Lock Haven, 
Pennsylvania.

Item 7.   FINANCIAL STATEMENTS AND EXHIBITS

     (c)   Exhibits

     The exhibits listed on the Exhibit Index on page 4 of this Form 8-K are
filed herewith.

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                           CHAMPION INDUSTRIES, INC.
                                    ----------------------------------------
                                                  (Registrant)



                                          /s/ JOSEPH C. WORTH, III
                                          ----------------------------------
Date: November 1, 1996                    Joseph C. Worth, III, Vice President
                                          and Chief Financial Officer


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                                 EXHIBIT INDEX


2.1     Interform Corporation Stock Purchase Agreement between IRM Services,
        Inc. and Champion Industries, Inc. dated October 28, 1996.


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                                                                    Exhibit 2.1



                             INTERFORM CORPORATION
                            STOCK PURCHASE AGREEMENT




                                    BETWEEN



                               IRM SERVICES, INC.
                                   ("Seller")



                                      AND



                            CHAMPION INDUSTRIES, INC.
                                    ("Buyer")




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                            STOCK PURCHASE AGREEMENT


         STOCK PURCHASE AGREEMENT (this "Agreement") dated as of October 28, 
1996, by and among Champion Industries, Inc., a West Virginia corporation 
("Buyer"), and IRM SERVICES, INC., a Florida corporation ("Seller"), a wholly 
owned subsidiary of Guaranty Reassurance Corporation, a Florida insurance 
corporation.

                             FACTUAL BACKGROUND

         A.   Seller owns all of the outstanding capital stock of Interform 
Corporation, a Pennsylvania corporation (the "Company").  The Company is 
engaged in the printing business (the "Business"). 

         B.   Seller proposes to sell and assign to the Buyer, and the Buyer 
proposes to purchase from the Seller, on the terms and conditions set forth 
in this Agreement, all of the outstanding shares of the Company.

                                      AGREEMENT

         NOW, THEREFORE, in consideration of the mutual promises and 
covenants set forth in this Agreement, the  parties hereto agree as follows:

1.  DUE DILIGENCE; ETC.

    1.1  DEPOSIT.  As provided in Section 3.2(a) below, upon execution of 
this Agreement, Buyer shall pay Seller $25,000 as Earnest money, as 
hereinafter defined.

    1.2  DUE DILIGENCE.  For a period of thirty (30) days after the date of 
this Agreement, Buyer shall have the right to conduct such due diligence 
examination of the Company and its assets and liabilities, including, without 
limitation, environmental audits as Buyer desires, and Seller agrees to cause 
the Company to cooperate with the Buyer and assist Buyer in its due diligence 
examination of the Company and its books and records.  

    1.3  CLOSING OR TERMINATION.  At any time prior to the expiration of the 
thirty (30) day due diligence period, Buyer shall have the right to terminate 
this Agreement, in the event Buyer is not satisfied with the results of its 
due diligence examination of the Company by so notifying Seller in writing 
and, provided such termination notice is received by Seller within such 
thirty (30) day period, the Agreement shall be terminated and Seller shall 
return the Earnest Money to Buyer.  In the event Seller does not receive such 
termination notice within such period, Buyer shall be deemed to be satisfied 
with its due diligence examination of the Company, each of Buyer and Seller 
shall file its HSR Act filing within two business days thereafter

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and, subject to the satisfaction of waiver of the closing conditions set forth
in this Agreement, the sale and purchase of the Shares shall be closed within
thirty-two (32) days after the expiration of the due diligence period.

2.  PURCHASE AND SALE OF SHARES

    Subject to the terms and conditions of this Agreement, at the Closing, 
the Seller shall sell, assign, transfer and deliver to the Buyer and the 
Buyer shall purchase from the Seller all of the  issued and outstanding 
shares of all classes of capital stock of the Company, (collectively, the 
"Shares") free and clear of all pledges, liens, security interests, claims 
and encumbrances of any nature whatsoever ("Liens").  The Seller shall cause 
the delivery to the Buyer of all documents, certificates and instruments 
reasonably requested by the Buyer to evidence the transfer and conveyance of 
good and marketable title to the Shares to the Buyer free and clear of any 
Liens. 

3.  PURCHASE PRICE -- PAYMENT 

    3.1  PURCHASE PRICE.  The purchase price (the "Purchase Price") payable 
for the Shares shall be $2,500,000.  In addition, at closing the Buyer shall 
purchase, or shall cause the Company to pay, that certain payable resulting 
from an intercompany tax sharing agreement owing from the Company to Seller 
in the amount of $130,000 (the "Intercompany Amount"). 

    3.2  PAYMENT OF PURCHASE PRICE.  The Purchase Price and the Intercompany 
Amount shall be paid by the Buyer to the Seller as follows:

         (a)  EARNEST MONEY.  Immediately upon execution of this Agreement, 
    the Buyer shall deliver Twenty-five Thousand Dollars ($25,000.00)
    ("Earnest Money") to Seller.

         (b)  AT THE CLOSING. The Buyer shall deliver (i) the Intercompany 
    Amount and (ii) the balance of the Purchase Price, which together with the
    Earnest Money, shall constitute the Purchase Price.

         (c)  METHOD OF PAYMENT.  All payments under Section 3.2(a) shall be 
    made in the form of certified or bank cashier's check payable to the order
    of recipient.  All payments under Section 3.2(b) shall be made by wire 
    transfer of immediately available funds to an account designated by the 
    recipient not less than twenty-four (24) hours prior to the time of the 
    payment specified herein.

4.  REPRESENTATIONS AND WARRANTIES OF THE SELLER 

    The Seller represents and warrants to the Buyer as follows:

                                          3

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    4.1  CORPORATE ORGANIZATION, POWER AND AUTHORIZATION.  The Company is 
duly organized, validly existing and in good standing under the laws of 
Pennsylvania and is qualified as a foreign corporation in Ohio, West 
Virginia, New Jersey and Indiana.

    4.2  CORPORATE DOCUMENTS, ETC.  The copies of the Articles of 
Incorporation and By-Laws of the Company, including any amendments thereto, 
which have been or will be made available for inspection by the Seller to the 
Buyer are true, correct and complete copies of such instruments as presently 
in effect.  The corporate minute book and stock records of the Company which 
have been or will be furnished to the Buyer for inspection are true, correct 
and complete and accurately reflect all material corporate action taken by 
the Board of Directors or Shareholders of the Company.  

    4.3  CAPITALIZATION OF THE COMPANY.  The authorized capital stock of the 
Company consists entirely of 20,000 shares of voting common stock, par value 
$10.00 per share.  10,000 shares of such capital stock are issued or 
outstanding and owned of record and beneficially by Seller, which is a 
wholly-owned subsidiary of Guaranty Reassurance Corporation.  All such shares 
of capital stock of the Company are validly issued, fully paid and 
nonassessable.  There are no (a) securities or instruments convertible into 
or exchangeable for any of the Company's capital stock or other securities, 
(b) options, warrants or other rights to purchase or subscribe to capital 
stock or other securities of the Company or securities which are convertible 
into or exchangeable for capital stock or other securities of the Company, or 
(c) contracts, commitments, agreements, understandings or arrangements of any 
kind relating to the issuance, sale or transfer of any capital stock or other 
equity securities of the Company. Except as set forth on Schedule 4.3, the 
Company does not own, directly or indirectly, beneficially or otherwise, any 
shares of stock or other securities and is not a party to a partnership, 
joint venture or similar arrangement.  None of the Shares have been issued in 
violation of any preemptive rights of shareholders.

    4.4  FINANCIAL STATEMENTS.  The Seller has delivered to the Buyer a 
complete and correct copy of the Company's audited financial statements for 
the year ending 12/31/95 and the Company's unaudited financial statement for 
six months ending 6/30/96.  To the Seller's knowledge, except as set forth on 
Schedule 4.4, the financial statements have been prepared in accordance with 
the books and records of Company, and fairly present, in accordance with 
generally accepted accounting principles (except as expressly set forth or 
disclosed in the notes or comments) consistently applied with prior periods, 
the assets, liabilities and financial position of the Company as of the dates 
and for the periods indicated.  To the best of Seller's knowledge, except as 
set forth on Schedule 4.4 since 6/30/96, there has been no material adverse 
change in the condition

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(financial or otherwise) of the Company and its assets, results of operations 
or prospects other than changes generally impacting the industry and matters 
set forth on Schedule 4.4. 

    4.5  TAX MATTERS.  To the Seller's knowledge, except as set forth on 
Schedule 4.5, the Company has filed all material federal, state, county and 
local tax returns, both United States and foreign, which are required to be 
filed by it for each of the taxable periods for which such returns are due.  
To the Seller's knowledge, except as set forth on Schedule 4.5, no claims or 
deficiencies have been asserted against the Company with respect to any taxes 
or other governmental charges or levies which have been paid or otherwise 
satisfied and the Company has not entered into any agreement for the 
extension of time for assessment or payment of any federal, state, county or 
local tax or the filing of any return, either United States or foreign.   

    4.6  NO LITIGATION.  Except as set forth in Schedule 4.6, to the Seller's 
knowledge there is no action, suit or proceeding pending or threatened/or 
unasserted but evaluated by the Seller and considered probable of assertion 
against Company, its business or any of its assets.

    4.7  LICENSES AND PERMITS.  To the Seller's knowledge, the Company has 
all material licenses and permits required for the conduct of the Business as 
presently conducted.  To the Seller's knowledge, since 1/1/95 the Business 
has not been operated under or subject to, or in default with respect to, any 
order, writ, injunction or decree of any court or any government, agency or 
institution.

    4.8  INSURANCE.  To the Seller's knowledge, the Company has in effect 
policies of fire, liability, workers compensation, health and other forms of 
insurance with respect to the Business and properties of Company, true and 
correct copies of which are available to the Buyer for inspection.  

    4.9  BROKERAGE AND FINANCIAL ADVISORS.  Except as set forth on Schedule 
4.9, no broker, finder, or financial advisor is entitled to any fee or 
compensation from the Buyer or the Company in connection with this Agreement 
or the transactions contemplated hereby as a result of any action by the 
Seller or Company and any such fee is payable by Seller and not the Company.

    4.10 BANK ACCOUNTS.  Schedule 4.10 sets forth the names and locations of 
all banks and other financial institutions at which the Company maintains a 
safe deposit box, lock box or checking, or other account of any nature.

    4.11 AUTHORIZATION; ENFORCEABILITY.   The execution and delivery of this 
Agreement have been duly authorized by the Board of Directors and 
shareholders of Seller and no other corporate act

                                        5

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or proceeding on the part of Seller or its shareholders is necessary to 
authorize this Agreement, or the other documents and instruments to be 
executed and delivered by the Seller pursuant hereto, or the consummation of 
the transactions contemplated hereby.  This Agreement constitutes the legal,  
valid and binding obligations of Seller, enforceable in accordance with their 
respective terms, except to the extent that their enforcement is limited by 
bankruptcy, insolvency, reorganization or other laws relating to or affecting 
the enforcement of creditors' rights generally and by general principles of 
equity.

    4.12 NO VIOLATION OR CONFLICT.  The execution, delivery and performance 
of this Agreement by the Seller, and the consummation by such parties of the 
transactions contemplated hereby: (a) do not and will not violate or conflict 
with any material provision of law or regulation, or any material writ, 
order, judgment or decree of any court or governmental or regulatory 
authority applicable to Seller or the Company, or any provision of any such 
party's organizational documents; and (b) to the Seller's knowledge do not 
and will not, with or without the passage of time or the giving of notice, 
result in the breach of, or constitute a default, cause the acceleration of 
performance or require any consent under, or result in the creation of any 
lien, charge or encumbrance upon any property or assets of any such party 
pursuant to any instrument or agreement to which any such party or entity is 
a party or by which any such party or entity or its respective properties may 
be bound or affected, other than instruments or agreements as to which 
consent the Seller believes can be obtained at or prior to the Closing, each 
of which instruments or agreements to the Seller's knowledge is listed on 
Schedule 4.12 hereto.

    4.13 CONSENT OF GOVERNMENTAL AUTHORITIES.  To the knowledge of Seller, no 
material consent, approval or authorization of, or registration, 
qualification or filing with any federal, state or local governmental or 
regulatory authority, or any other person or entity, is required to be made 
by any of the Seller, or the Company in connection with the execution, 
delivery or performance of this Agreement by any such party or the 
consummation by any such party of the transactions contemplated hereby except 
for filings and consents obtained prior to closing.

    4.14 COMPLIANCE WITH LAWS.  To the Seller's knowledge, the Company is in 
compliance with all material federal, state, local and foreign laws, 
ordinances, regulations, judgments, rulings, orders and other requirements 
applicable to it. 

    4.15 OWNED AND LEASED PROPERTY.  The Company has good and marketable 
title to all real property and all material equipment and other personal 
property, tangible and intangible, included as an asset in the Financial 
Statements dated 12/31/95 (other than property disposed of in the ordinary 
course of business consistent with past practices since that date) and to 
each material item of

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equipment and other personal property, tangible and intangible, acquired 
since 12/31/95, free and clear of any Liens, except as set forth in Schedule 
4.15 hereto. To the Seller's knowledge, all material assets, tangible or 
intangible, owned by any third party which are used in the operation of the 
business of the Company as presently conducted are used pursuant to valid 
leases and/or licenses.

    4.16 TITLE TO SHARES.  Upon closing and delivery of the certificate 
evidencing the Shares, together with a stock power executed in blank, the 
Buyer will acquire good and marketable title to the Shares, free and clear 
of all Liens and/or proxies or agreements affecting voting or disposition of 
the Shares, and such interests shall be owned by the Buyer, fully paid and 
nonassessable.

    4.17 INTANGIBLE PROPERTY.  To Seller's knowledge, the Company owns or has 
the right to use all foreign and domestic patents, patent rights, trademarks, 
service marks, trade names, brands and material copyrights (whether or not 
registered and, if applicable, including pending applications for 
registration), used or by the Company (collectively, the "Rights").  Except 
as set forth on Schedule 4.17, to the knowledge of the Seller: (a) the 
Company has not received any notice that it is in conflict with or infringing 
upon the asserted rights of others in connection with the Rights and neither 
the use of the Rights by the Company or the operation of the Business in 
infringing or has infringed upon any rights of others; and (b) the 
consummation of the transactions contemplated hereby will not alter or impair 
any of the Rights.

    4.18 GOVERNMENTAL AUTHORIZATIONS.  To the Seller's knowledge, the Company 
has all material authorizations, consents, approvals, franchises, licenses 
and permits required under applicable law or regulation for the operation of 
the business of the Company as presently operated (the "Governmental 
Authorizations").  To the Seller's knowledge, all the Governmental 
Authorizations have been duly issued or obtained and are in full force and 
effect, and the Company is in compliance with the terms of all the 
Governmental Authorizations. 

    4.19 ABSENCE OF UNDISCLOSED LIABILITIES.  To the Seller's knowledge, 
except as reflected in the Schedules to this Agreement and except to the 
extent reflected or reserved against in the Company's financial statements of 
12/31/95 and 6/30/96, (a) the Company as of such dates had no liabilities or 
obligations of any nature, whether accrued, absolute, contingent or 
otherwise, including, without limitation, tax liabilities due or to become 
due, and of a kind which is required to be reflected in a financial 
statement, nor does there exist a set of circumstances resulting from 
transactions effected or events occurring on or prior to 12/31/95 or 6/30/96, 
or from any action omitted to be taken during such period that could 
reasonably be expected to result in any such obligation or liability and (b) 
there is no

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basis for the assertion against the Company of any such liability of any 
nature or in any amount not fully reflected or reserved against in the 
financial statements of 12/31/95 and 6/30/96, except changes incurred in the 
regular course of business since that date.

    4.20 CONTRACTS.  To the Seller's knowledge, except as set forth on 
Schedule 4.20, 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 the Company, or as otherwise required by applicable law.

         (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
    officer, director or consultant; and

         (iii) any contract not made in the ordinary course of business 
    containing covenants limiting the freedom of the 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, the Company will carry on its business 
    (other than as may be required by law or applicable regulatory   
    authorities).

    4.21 LABOR.  To the Seller's knowledge, except as set forth on Schedule 
4.21: (a) no strike, work stoppage or other labor dispute is pending or 
threatened between the Company and any of its directors, officers, employees, 
agents or consultants, or any labor union claiming to represent such 
employees, and no application for a certification of a collective bargaining 
agent is pending or threatened, (b) the Company has no agreement with any 
labor union or collective bargaining group, (c) there are no unfair labor 
practices, charges, grievances, arbitrations, claims, or demands pending or 
in process or threatened by or on behalf of any employees of the Company, or 
any written complaints received by the Company threatening, or, with respect 
to unresolved complaints, on file with any federal, state or local 
governmental agencies alleging age, employment or other discrimination and 
(d) the Company is not in material violation of any applicable federal, state 
or local law relating to the employment of labor.

    4.22 EMPLOYMENT BENEFITS.  To the Seller's knowledge, except as set forth 
on Schedule 4.22, with respect to any plan or arrangement of Company which 
constitutes an employee benefit plan within the meaning of Section 3(3) of 
the Employees Retirement Income Security Act of 1974 ("ERISA"):

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         (a)  Except for liabilities to the Pension Benefit Guaranty
    Corporation pursuant to Section 4007 of ERISA, or to the Internal Revenue
    Service under Section 4971 of the Internal Revenue Code of 1954, the 
    Company has no liability to the Pension Benefit Guaranty Corporation or to
    the Internal Revenue Service with respect to any pension plan qualified
    under Section 401 of the Internal Revenue Code of 1954;

         (b)  All "employee benefit plans", as defined in Section 3(3) of 
    ERISA, which cover one or more employees employed by the Company (each 
    individually, a "Plan", and collectively, the "Plan") comply in all
    material respects with ERISA and , where applicable for tax-qualified or 
    tax-favored treatment, with the Internal Revenue Code of 1986. As of
    12/31/95, the Company had no material liability under any Plan that is not
    reflected on the audited statements of financial condition of Company as of
    such date, or in the notes thereto (other than such normally unrecorded 
    liabilities under the Plans for sick leave, holiday, education, bonus, 
    vacation, incentive compensation and anniversary awards, provided that such
    liabilities are not in any event material).  Neither the Plans nor any 
    trustee or administrator thereof has engaged in a "prohibited transaction" 
    within the meaning of Section 406 of ERISA or, where applicable, Section 
    4975 of the Internal Revenue Code of 1986 for which no exemption is
    applicable, nor have there been any "reportable events" within the meaning
    of Section 4043 of ERISA for which the thirty (30) day notice therefor has
    not been waived; and 

         (c)  No litigation is pending against any plan seeking the payment of
    benefits or alleging a breach of trust or fiduciary duty by any plan 
    fiduciary.

    4.23 ENVIRONMENTAL MATTERS. To the Seller's knowledge, except as set
forth on Schedule 4.23:

         (a)  The operations of the business of the Company and the buildings
    in which it is conducted conform with all material respects 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 Company and the business that are subject to
    the Occupational Safety and Health Act of 1970, as amended, comply in all
    material respects with all employee working conditions as prescribed by 
    such Act;

         (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;

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         (c)  The Company has obtained all material permits, licenses and 
    other authorizations and filed all material 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 material 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. 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 material respects, or
    which may give rise to any material common law or statutory liability, or
    otherwise form the basis of any material 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 Company or its businesses, properties 
    or plants; and

         (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.

5.  REPRESENTATIONS AND WARRANTIES OF THE BUYER 

    The Buyer represents and warrants to the Seller as follows:

    5.1  CORPORATE. The Buyer is a corporation duly organized, validly 
existing and in good standing under the laws of the State of West Virginia.  
The Buyer has all requisite corporate power and authority to enter into this 
Agreement and the other documents and instruments to be executed and 
delivered by the Buyer and to carry out the transactions contemplated hereby 
and thereby.

    5.2  AUTHORITY. The execution and delivery of this Agreement have 
been duly authorized by the Board of Directors of the Buyer.  No other 
corporate act or proceeding on the part of the Buyer or its shareholders is 
necessary to authorize this Agreement or the other documents and instruments 
to be executed and delivered by the Buyer pursuant hereto or the consummation 
of the transactions contemplated hereby and thereby.  This Agreement 
constitutes the valid and binding agreement of the Buyer, enforceable in

                                      10

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accordance with its terms, except as such may be limited by bankruptcy,
insolvency, reorganization or other laws affecting creditors' rights generally,
and by general equitable principles.

    5.3  NO BROKERS OR FINDERS. No broker, finder or financial advisor is 
entitled to any fee or compensation from the Seller in connection with this 
Agreement or the transactions contemplated hereby as a result of any action 
of the Buyer.  Except as set forth on Schedule 5.3, the Buyer has not 
promised or agreed to pay any fee or compensation for services as a broker, 
finder, financial advisor or otherwise in connection with this transaction 
(other than payment of the Buyer's attorneys and accountants at their 
standard rates).

    5.4  UNITED STATES SECURITIES LAW COMPLIANCE.  The Buyer acknowledges 
that the offering and sale of the Shares is intended to be exempt from 
registration under the Securities Act of 1933, as amended (the "Securities 
Act").  The Buyer understands and agrees that the Buyer will sell or 
otherwise transfer the Shares or any portion thereof only in accordance with 
the provisions of the Securities Act, pursuant to registration under the 
Securities Act or pursuant to an available exemption from registration 
thereunder and otherwise in a manner that does not violate the securities 
laws of any state of the United States.

    5.5  PURCHASE FOR OWN ACCOUNT.  The Buyer is acquiring the Shares for the 
Buyer's own account as principal, for investment and not with a view to, or 
for the resale, distribution, or fractionalization thereof, in whole or in 
part, and no other person has any direct or indirect beneficial interest in 
the Shares.

    5.6  ACCREDITED INVESTOR, ETC.  The Buyer has such knowledge and 
experience in financial, tax, and business matters that it is capable of 
evaluating the merits and risks of its purchase of the Shares. The Buyer's 
financial situation is such that the Buyer can afford to bear the economic 
risk of holding the Shares for an indefinite period of time and suffer 
complete loss of the Buyer's investment in the Shares.  

    5.7  BUYER'S BACKGROUND. The Buyer's management and controlling 
shareholders have knowledge and experience in connection with the printing 
industry, management and finance.  In addition, the Buyer is familiar with 
the Company and its business.  Except as expressly provided herein, the 
Seller has made no representations and warranties regarding the Company, its 
business, its assets or, its prospects.

    5.8  KNOWLEDGE OF BREACH.  Buyer has not learned, by the Closing, of any 
breach by Seller of any warranty, representation or covenant herein which has 
not been disclosed in writing to Seller prior to the Closing.

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6.  COVENANTS 

    6.1  HSR ACT FILINGS.  Each party shall, in cooperation with the other 
party, file or cause to be filed any reports or notifications that may be 
required to be filed by it under the Hart-Scott-Rodino Antitrust Improvement 
Act of 1976 (the "HSR Act"), with the Federal Trade Commission and the 
Antitrust Division of the Department of Justice, and shall furnish to the 
other all such information in its possession as may be necessary for the 
completion of the reports or notifications to be filed by the other.  Prior 
to making any communication, written or oral, with the Federal Trade 
Commission, the Antitrust Division of the federal Department of Justice or 
any other governmental agency or authority or members of their respective 
staffs with respect to this Agreement or the transactions contemplated 
hereby, the Seller and the Company shall consult with the Buyer.  The Buyer 
shall bear the cost of any filing fees or similar expenses arising from the 
HSR filing.

    6.2  ACCESS TO INFORMATION AND RECORDS.  During the period prior to the 
Closing the Seller shall cause the Company to give the Buyer (and after the 
Closing, the Buyer shall cause the Company to give to Seller, solely with 
respect to matters arising on or prior to Closing), its counsel, accountants 
and other representatives access during normal business hours to all of the 
properties, books and records of the Company for the purpose of such 
inspection, investigation and testing as the other party deems appropriate 
and furnish or cause to be furnished to the other party and its 
representatives all relevant information with respect to the business 
experience, financial condition and background of the Company on or prior to 
Closing as the other party may reasonably request.  All such information 
shall be kept confidential by Buyer (or Seller, as the case may be) and not 
disclosed to any third person until the completion of the Closing (and 
thereafter as to Seller).  Seller shall have no right of access to any 
records of the Company generated or created after Closing.  Company is not 
being compensated in any way for retaining possession of such records and 
shall have no liability for any loss or destruction of any records. 

    6.3  CONDUCT OF BUSINESS PENDING THE CLOSING.  From the date hereof until 
the Closing, except as contemplated by this Agreement, unless otherwise 
approved by the Buyer, the Seller shall cause each of the following to occur:

         (a)  NO CHANGES.  The Company will carry on its business in the same 
    manner as heretofore conducted and shall not make any change outside of 
    the ordinary course of its business.
    
         (b)  NO CORPORATE CHANGES.  The Company shall not amend its Articles 
    of Incorporation or By-Laws or make any changes in authorized or issued 
    capital stock or issue or grant any

                                       12

<PAGE>


    options, warrants or other rights to purchase shares of its authorize 
    stock.

         (c)  MAINTENANCE OF INSURANCE.  The Company shall maintain all of the
    insurance in effect as of the date hereof.

         (d)  MAINTENANCE OF PROPERTY.  The Company shall use and operate all
    property of the Company in a normal business manner.

         (e)  BENEFIT PLANS.  The Company shall not enter into or amend any 
    employment, retirement, deferred compensation, consultant, group insurance
    or similar plan in respect of any of its directors, officers or employees,
    or increase the current level of contributions to any such plan now in 
    effect.

         (f)  ADDITIONAL MATTERS.  The Company shall not (i) incur any material
    obligation or enter into any material contract or transaction or amend or 
    terminate any Material Agreement, (ii) declare, set aside or pay any
    dividend or other distribution, (iii) guarantee the obligation of any
    person or entity, (iv) incur any lien, debt, liability or obligation, or
    dispose of any assets, other than in the ordinary course of business 
    consistent with past practices or (v) acquire, or merge with, any other
    entity.

    6.4  CONSENTS.  The Buyer and the Seller will use their reasonable best 
efforts, in good faith, prior to Closing to obtain all consents necessary for 
the consummation of the transactions contemplated hereby. 

    6.5  OTHER ACTION.  The Buyer and the Seller shall use their reasonable 
best efforts, in good faith, to cause the fulfillment at the earliest 
practicable date of all of the conditions to the parties' obligations to 
consummate the transactions contemplated in this Agreement.

    6.6  FURTHER ASSURANCES.  The parties shall deliver any and all other 
instruments or documents required to be delivered pursuant to, or necessary 
or proper in order to give effect to, the provisions of this Agreement, 
including without limitation all necessary stock powers and such other 
instruments of transfer as may be necessary or desirable to transfer 
ownership of the Shares and to consummate the transactions contemplated by 
this Agreement.

7.  CONDITIONS PRECEDENT TO THE BUYER'S OBLIGATIONS 

    The obligations of the Buyer to consummate the transaction shall be 
subject to the satisfaction prior to or at the Closing of each of the 
following conditions:

    7.1  REPRESENTATIONS AND WARRANTIES TRUE OF THE CLOSING DATE.  The 
representations and warranties made by the Seller in this

                                       13

<PAGE>


Agreement shall be true and correct in all material respects.

    7.2  COMPLIANCE.  The Seller shall have performed and complied with all 
of its agreements and obligations under this Agreement which are to be 
performed or complied with prior to or on the Closing Date.  

    7.3  ABSENCE OF LITIGATION.  No action, suit or proceeding shall have 
been commenced or threatened, to restrain, modify or prevent the carrying out 
of the transactions contemplated hereby, or to seek damages in connection 
with such transactions.

    7.4  HART-SCOTT-RODINO WAITING PERIOD.  All applicable waiting periods
related to the HSR Act shall have expired or terminated.

    7.5  MATERIAL ADVERSE CHANGE.  There shall not have occurred a material
adverse change between the date of this Agreement and the Closing in the
Business, operations or financial performance, condition (financial or
otherwise) or prospects of the Company.  

    7.6  CASUALTY.  No material portion of the property of the Company shall 
have been adversely affected in any material way (whether or not covered by 
insurance) as a result of any fire, accident, flood or other casualty or act 
of God or the public enemy, nor shall any material portion thereof have been 
taken by eminent domain or become subject to condemnation.

    7.7  CONSENTS OF THIRD PARTIES.  All approvals and consents required to 
effectuate this transaction shall have been obtained without any conditions 
that Buyer reasonably determines would be materially burdensome to the 
operation of the Company's business or that would require Buyer to divest or 
cease to operate any significant part of its current operations.

    7.8  OPINION OF COUNSEL.  Buyer shall have received the opinion of 
counsel for the Seller and Company dated the Closing Date substantially in 
the form attached hereto as Exhibit 7.8.

8.  CONDITIONS PRECEDENT TO THE SELLER'S OBLIGATIONS 

    The obligations of the Seller to consummate the transactions contemplated 
in this Agreement shall be subject to the satisfaction prior to or at the 
Closing of the following conditions:

    8.1  REPRESENTATIONS AND WARRANTIES TRUE ON THE CLOSING DATE.  Each of 
the representations and warranties made by the Buyer in this Agreement shall 
be true and correct in all material respects as though such representations 
and warranties were made or given on and as of the Closing Date.

    8.2  COMPLIANCE WITH AGREEMENT.  The Buyer shall have

                                       14

<PAGE>

performed and complied with all of the Buyer's obligations under this 
Agreement which are to be performed or complied with by the Buyer prior to or 
on the Closing Date including, without limitation, payment of the Purchase 
Price.

    8.3  ABSENCE OF LITIGATION.  No action, suit or proceedings shall have 
been instituted, commenced or threatened to restrain, modify or prevent the 
carrying out of the transactions contemplated hereby, or seek damages in 
connection with such transactions.  

    8.4  HART-SCOTT-RODINO WAITING PERIOD.  All applicable waiting periods 
related to the HSR Act shall have expired or terminated.

9.  INDEMNIFICATION 

    9.1  INDEMNIFICATION OF THE BUYER.  From and after the Closing Date, the 
Seller shall indemnify and hold the Buyer, and its directors, officers, 
employees, agents and affiliates harmless against any and all damages, 
losses, deficiencies, liabilities, obligations, commitments, costs or 
expenses (including legal and other expenses reasonably incurred in 
investigating and defending against the same) ("Reimbursable Amounts") 
incurred by the Buyer resulting from or in any way relating to (i) any untrue 
statement contained in or any breach of any of the representations or 
warranties made by Seller in this Agreement as and when made or (ii) any 
failure by the Seller to comply with any of its covenants or agreements set 
forth in this Agreement; provided, however, that the Seller shall not be 
obligated to make indemnification payments under this Section 9.1 in excess 
of the Purchase Price in the aggregate; provided, however, that any claim 
under this section is made in writing no later than one year following the 
closing and this indemnity shall no longer be of any effect as to claims 
first made thereafter.

    9.2  INDEMNIFICATION OF THE SELLER.  From and after the Closing Date, the 
Buyer shall indemnify and hold the Seller and its directors, officers, 
employees, agents and affiliates harmless against any and all Reimbursable 
Amounts incurred by the Seller resulting from or in any way relating to (i) 
any untrue statement contained in or any breach of any of the representations 
or warranties made by the Buyer in this Agreement as and when made, or (ii) 
any failure by the Buyer to comply with any of its material covenants or 
agreements set forth in this Agreement, or (iii) the failure by Buyer to pay, 
or to cause the Company to pay, all disclosed liabilities of Company; 
provided, however, that any claim under this section is made in writing no 
later than one year following the closing and this indemnity shall no longer 
be of any effect as to claims first made thereafter.

    9.3  INDEMNIFICATION OF THIRD-PARTY CLAIMS.  The obligations and 
liabilities of any party to indemnify any other under this Article 9 with 
respect to a Reimbursable Amount relating to or

                                       15

<PAGE>

arising from a claim relating to third parties (a "Third Party Claim") shall be
subject to the following terms and conditions:

         (a)  NOTICE AND DEFENSE.  The party to be indemnified ("Indemnified 
    Party") shall give the party from whom indemnification is sought (the 
    "Indemnifying Party") prompt written notice of any such Third Party Claim
    (and in any event within thirty (30) business days), including a brief 
    description of the Third Party Claim, the facts giving rise to the Third 
    Party Claim and a reasonable estimate of the amount of the Third Party 
    Claim, to the extent known at the time such notice is delivered.  In the 
    event that the Indemnified Party fails promptly to provide such written 
    notice, the Indemnified Party shall lose any right it may have to be
    indemnified under this Agreement for such Third Party Claim only to the
    extent that the defense of such claim has been materially prejudiced by 
    such delay.  The Indemnifying Party may undertake the defense thereof by 
    representatives chosen by it, provided that counsel selected by the 
    Indemnifying Party shall be reasonably acceptable to Indemnified Party. If
    the Indemnifying Party undertakes the defense of a Third Party Claim, then
    the Indemnifying Party shall be deemed to accept that it has an  
    indemnification obligation under this Section 9.3 with respect to such 
    Third Party Claim. So long as the Indemnifying Party is defending any such 
    Third Party Claim actively and in good faith, the Indemnified Party shall
    not settle such Third Party Claim. The Indemnified Party shall make
    available to the Indemnifying Party or its representatives all records and
    other materials reasonably required by them and in the possession or under
    the control of the Indemnified Party, for the use of the Indemnifying Party
    and its representatives in defending any such Third Party Claim, and shall
    in other respects give reasonable cooperation in such defense.

         (b)  FAILURE TO DEFEND.  If the Indemnifying Party, within a 
    reasonable time after notice of any such Third Party Claim, fails to defend
    such Third Party Claim actively and in good faith, then the Indemnified 
    Party will (upon further notice) have the right to undertake the defense,
    compromise or settlement of such Third Party Claim or consent to the entry
    of a judgment with respect to such Third Party Claim, on behalf of and for
    the account and risk of the Indemnifying Party, and the Indemnifying Party
    shall thereafter have no right to challenge the Indemnified Party's
    defense, compromise, settlement or consent to judgment therein.

         (c)  INDEMNIFIED PARTY'S RIGHTS. Anything in this Section 9.3 to the
    contrary notwithstanding, (i) if there is a reasonable probability that a 
    Third Party Claim may materially adversely affect the Indemnified Party 
    other than as a result of money damages or other money payments, the 
    Indemnified Party shall have the right to defend, compromise or settle such
    Third Party Claim, and (ii) the Indemnifying Party shall not, without

                                       16

<PAGE>


    the  written consent of the Indemnified Party, settle or compromise any 
    Third Party Claim or consent to the entry of any judgment which does 
    not include as an unconditional term thereof the giving by the claimant 
    or the plaintiff to the Indemnified Party of a release from all
    liability in respect of such Third Party Claim.

    9.4  SURVIVAL OF THE REPRESENTATIONS, WARRANTIES, COVENANTS AND 
AGREEMENTS. All representations, warranties, covenants and agreements of 
either the Buyer or the Seller contained in this Agreement shall survive the 
Closing Date.

10. CLOSING

    10.1 DOCUMENTS TO BE DELIVERED BY THE SELLER. At the Closing, the 
Seller shall deliver to the Buyer the following documents, in each case duly 
executed or otherwise in proper form:

         (a)  COMPLIANCE CERTIFICATE. A certificate by the Seller that each of
    the representations and warranties made by it in this Agreement are true 
    and correct in all material respects on and as of the Closing Date with the
    same effect as though such representations and warranties had been made or
    given on and as of the Closing Date (except for any changes permitted by
    the terms of this Agreement or consented to in writing by the Buyer), and 
    that the Seller has performed and complied with all of its obligations 
    under or pursuant to this Agreement which are to be performed or complied 
    with on or prior to the Closing Date.

         (b)  STOCK CERTIFICATES. Certificates representing the Shares being 
    sold, together  with accompanying stock powers or instruments of 
    assignment, duly endorsed for  transfer.

         (c)  RESOLUTIONS.  Resolutions of the Board of Directors of the Seller
    authorizing the transactions contemplated by this Agreement, duly certified
    as of the Closing Date by a corporate officer.

         (d)  INCUMBENCY CERTIFICATES.  Certificates relating to each person 
    executing (as a corporate officer or otherwise on behalf of another 
    person) any document executed and delivered by the Seller to the Buyer.

         (e)  OTHER DOCUMENTS.  All other documents, instruments or writings 
    required to be delivered to the Buyer at or prior to the Closing pursuant 
    to this Agreement and such other certificates of authority and documents as
    the Buyer may reasonably request.

    10.2 Documents to be Delivered by the Buyer.  At the Closing, the Buyer 
shall deliver to the Seller the following documents, in each case duly 
executed or otherwise in proper form:

                                       17

<PAGE>

         (a)  COMPLIANCE CERTIFICATE.  A certificate signed by the Buyer that 
    the representations and warranties made by the Buyer in this Agreement are
    true and correct in all material respects on and as of the Closing Date 
    with the same effect as though such representations and warranties had been
    made or given on and as of the Closing Date (except for any changes
    permitted by the terms of this Agreement or consented to in writing by the
    Seller), and that the Buyer has performed and complied with all of its 
    obligations under this Agreement which are to be performed or complied with
    on or prior to the Closing Date.

         (b)  CERTIFIED RESOLUTIONS.  A certified copy of the resolutions of 
    the Board of Directors of the Buyer authorizing and approving this
    Agreement and the consummation of the transactions contemplated by this
    Agreement.

         (c)  INCUMBENCY CERTIFICATE.  Incumbency certificates relating to each
    person executing (as a corporate officer or otherwise on behalf of another
    person) any document executed and delivered to the Seller.

         (d)  FUNDS.  Immediately available funds contemplated by Section 
    3.2(b).

         (e)  OTHER DOCUMENTS.  All other documents, instruments or writings 
    required to be delivered to the Seller at or prior to the Closing pursuant 
    to this Agreement and such other certificates of authority and documents as
    the Seller may reasonably request.

    10.3 CLOSING DATE.  The Closing of the transactions contemplated by this
Agreement  shall occur within 2 days after the satisfaction or waiver of the
conditions contained in this Agreement at the offices of Seller or any other
place mutually acceptable to Buyer and Seller.

11. TERMINATION

    11.1 RIGHT OF TERMINATION.  This Agreement may be terminated at any time
prior to the Closing:

         (a)  by mutual written agreement of the Buyer and the Seller;

         (b)  by Buyer as provided in Section 1.3 hereof, in which event Seller
    shall return to Buyer the Earnest Money;

         (c)  by Seller if the Closing has not occurred within 64 days after 
    the date hereof, in which event Seller shall retain the Earnest Money 
    unless the HRS Act waiting period has not expired or terminated at the time
    of termination by Seller; or


                                       18

<PAGE>

         (d)  by either Seller or Buyer upon the bankruptcy or assignment for 
    the benefit of creditors by the other party.

12. MISCELLANEOUS

    12.1 AMENDMENT; EXTENSION; AND WAIVER.

         (a)  This Agreement may not be amended except by an instrument in 
    writing signed on behalf of each of the parties hereto.

         (b)  At any time on or prior to the Closing Date, the parties hereto 
    may (i) extend the time for the performance of any of the obligations or 
    other acts of the other parties hereto, provided that any such extension 
    shall be granted or withheld in a party's absolute discretion, (ii) waive 
    any inaccuracies in the representations and warranties contained herein or
    in any document delivered pursuant hereto, and (iii) waive compliance with 
    any of the covenants and agreements contained herein.  Any agreement on the
    part of a party hereto to any such extension or waiver shall be valid if 
    set forth in any instrument in writing signed on behalf of such party.  No 
    action taken pursuant to this Agreement, including any investigation by or 
    on behalf of any party hereto, shall be deemed to constitute a waiver by 
    the party taking such action of compliance with any agreement or covenant 
    contained herein.  The waiver by any party hereto of any condition or of a 
    breach of any other provision of this Agreement shall not operate or be 
    construed as a waiver of any other condition or any other provision or 
    subsequent breach.  The waiver by any party of any of the conditions  
    precedent to its obligations under this Agreement shall not preclude it 
    from seeking redress for breach of this Agreement other than with respect
    to the condition so waived.

    12.2 PUBLICITY.  Except as may otherwise be required by law, no 
publicity, release or announcement concerning this Agreement or the 
transactions contemplated hereby shall be made without advance approval 
thereof by the Buyer and the Seller.

    12.3 SUCCESSORS AND ASSIGNS.  This Agreement shall inure to the benefit 
of and bind the Seller and the Buyer, and their successors and assigns.  
Neither this Agreement nor any right hereunder nor any part hereof may be 
assigned by any party hereto without the prior written consent of the other 
parties hereto; provided, however, that the Seller shall not unreasonably 
withhold consent to the Buyer's assignment of a majority of its interest to 
another entity which is directly or indirectly owned by the Buyer or its 
affiliates and the balance to the other parties.  Prior to any such 
assignment, the consent of all necessary regulatory authorities must be 
obtained.

    12.4 GOVERNING LAW; CONSENT TO JURISDICTION. This Agreement

                                       19

<PAGE>

will be governed by and construed in accordance with the laws of the State of 
Florida (without giving effect to principles of conflicts of laws) applicable 
to a contract executed and to be performed in such state.  Each of the 
parties hereto agrees that any suit, action or proceeding with respect to 
this Agreement may be brought against it in any state or Federal court of 
competent jurisdiction in the Middle District of the State of Florida 
(Jacksonville Division) or Duval County, and irrevocably waives any (i) right 
of immunity that such party may now have or hereafter acquire from service of 
process or the jurisdiction of the aforesaid courts and (ii) any objection 
that such party may now have or hereafter acquire to the laying of venue of 
any such suit, action or proceeding in any such court.  The parties hereby 
irrevocably accept and submit themselves to the jurisdiction of such courts 
in any such suit, action or proceeding, and agree that final judgment (with 
the exhaustion of all appeals) shall be conclusive and binding in any 
jurisdiction in which such party resides or owns property.

    12.5 ENTIRE AGREEMENT. This Agreement supersedes all prior discussions 
and agreements between, and contains the sole and entire agreement between 
the parties with respect to the subject matter hereof.  

    12.6 NO THIRD PARTY BENEFICIARIES. This Agreement is only for the benefit 
of the parties hereto and does not confer any right, benefit, or privilege 
upon any person or entity not a party to this Agreement. 

    12.7 SCHEDULES.  The Schedules to this Agreement are a part of this 
Agreement as if fully set forth herein. All references herein to Articles, 
Sections, and Schedules shall be deemed references to such parts of this 
Agreement, unless the context shall otherwise require. 

    12.8 EXPENSES. Except as otherwise specifically provided herein, the
parties to this Agreement shall bear their respective expenses incurred in
connection with the preparation, execution and performance of this Agreement and
the transactions contemplated hereby, including, without limitation, all fees
and expenses of agents, representatives, counsel and accountants.

    12.9 HEADINGS. The headings used in this Agreement have been inserted for
convenience and do not constitute matter to be construed or interpreted in
connection with this Agreement.

    12.10  SEVERABILITY. If any provision of this Agreement is held to be 
illegal, invalid, or unenforceable under any present or future law, and if 
the rights or obligations of any party under this Agreement will not be 
materially and adversely affected thereby, (a) such provision will be fully 
severable, (b) this Agreement will be construed and enforced as if such 
illegal, invalid, or unenforceable provision had never comprised a part

                                       20

<PAGE>

hereof, (c) the remaining provisions of this Agreement will remain in full 
force and effect and will not be affected by the illegal, invalid, or 
unenforceable provision or by its severance purchase, and (d) in lieu of such 
illegal, invalid, or unenforceable provision, there will be added 
automatically as a part of this Agreement, a legal, valid, and enforceable 
provision as similar in terms to such illegal, invalid, or unenforceable 
provision as may be possible.

    12.11  NOTICES. Any notice or communication given pursuant to this 
Agreement must be in writing and will be deemed to have been duly given if 
mailed (by registered or certified mail, postage prepaid, return receipt 
requested), or if transmitted by facsimile, or if delivered by courier, as 
follows:

    To the Seller:

    IRM Services, Inc.
    ATTN: Mr. John M.  Ericson, Jr., President
    7800 Belfort Parkway, Suite 200
    Jacksonville, FL 32256
    Facsimile: 296-2906
    With copies to:

    Mr. Barry Ridings
    1290 Avenue of the Amercias, 10th Floor
    New York, NY 10104
    Facsimile: (212) 237-2232

         and

    Gayle Petrie, Esquire
    One Independent Drive, Suite 3104A
    Jacksonville, FL 32202
    Facsimile: (904) 791-9333

    To the Buyer:
    Champion Industries, Inc.
    Attn: Joe Worth
    2450 First Avenue
    P.O. Box 2968
    Huntington, WV 25728
    Facsimile: (304) 528-2765

                                       21

<PAGE>


    With a copy to:
    Thomas J. Murray, Esquire
    Huddleston, Bolen, Beatty, Porter & Copen
    611 Third Avenue
    Huntington, WV 25722
    Facsimile: (304) 522-4312

All notices and other communications required or permitted under this 
Agreement that are addressed as provided in this Section will, whether sent 
by mail, facsimile, or courier, be deemed given upon the first business day 
after actual delivery to the party to whom such notice or other communication 
is sent (as evidenced by the return receipt or shipping invoice signed by a 
representative of such party or by the facsimile confirmation).  Any party 
from time to time may change its address for the purpose of notices to that 
party by giving a similar notice specifying a new address, but no such notice 
will be deemed to have been given until it is actually received by the party 
sought to be charged with the contents thereof.

    12.12  COUNTERPARTS.  This Agreement may be executed simultaneously in 
any number of counterparts, each of which will be deemed an original, but all 
of which will constitute one and the same instrument.

    12.13  KNOWLEDGE OF THE SELLER.  Where any representation or warranty 
contained in this Agreement is expressly qualified by reference to the 
"knowledge of the Seller," or any similar phrase, it shall mean matters 
which, in good faith, are in the current memory of senior management of 
Seller or of the Company as to the matters that are the subject of such 
representation or warranty, provided however, a representation or warranty of 
Seller that is limited to "knowledge of the Seller" will not be breached if 
(i) the matters that are the subject of such representation or warranty are 
not in the current memory of senior management of Seller and (ii) such 
matters were disclosed to Buyer by senior management of the Company or the 
Buyer otherwise discovered such matters during its due diligence 
investigation of the Company. 

                                       22

<PAGE>

    IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.


                                            IRM SERVICES, INC.

                                            By:                        

                                            Its                         


                                                      (SELLER)



                                            CHAMPION INDUSTRIES, INC.      


                                            By:                             

                                            Its                              


                                                      (BUYER)

                                       23

<PAGE>

 
                      SCHEDULE 4.3 CAPITALIZATION OF THE COMPANY
                                           


Interform Corporation is the owner of record of 1162 shares of stock in
Phar-Mor, Inc.

                                          24

<PAGE>

                          SCHEDULE 4.4 FINANCIAL STATEMENTS
                                           


The books of Interform are maintained on a GAAP basis;  LIFO adjustments, if
any, are made at year end.

                                          25

<PAGE>


                               SCHEDULE 4.5 TAX MATTERS
                                           


The Company was purchased by its former parent, Transmark USA, in 1988 and 
included in its consolidated federal income tax return.  Transmark and its 
affiliates, including Interform, filed consolidated income tax returns 
through 1990.  The Transmark group has not filed a federal income tax return 
since 1990. However, the 1991 and 1992 tax returns were prepared and 
presented to the IRS in conjunction with the audit of an affiliate.

The Transmark and affiliates 1993 consolidated tax return has also been 
prepared but not filed.  The consolidated return includes the operations of 
Interform for the period January 1 through April 12, 1993.  The Company was 
transferred to another consolidated group on April 13, 1993.

Since April 13, 1993, Interform has been included in the consolidated federal 
income tax return of IRM and its subsidiaries.  IRM has timely filed its 
1993, 1994 and 1995 income tax returns.

                                          26

<PAGE>


                               SCHEDULE 4.6 LITIGATION
                                           


- -   Two age discrimination cases were filed with the Pennsylvania Human 
    Relations Commission after the close down of the Commercial Division.

- -   A wrongful discharge allegation has been filed with the Pennsylvania Human
    Relations Commission by a union employee.

- -   Ronald T. Anthony claim.

- -   Rishel v Interform Corporation, filed September 1993. The suit relates to 
    alleged injuries sustained by Mr. Rishel. The matter is being defended by
    Interform's insurance carrier.

- -   The potential exists for Interform to file suit against Globe-Tek, a  
    supplier of software, if negotiations are not successful for the return of
    software which failed to perform. This software was installed in 1996.


                                          27

<PAGE>


                    SCHEDULE 4.9 BROKERAGE AND FINANCIAL ADVISORS
                                           


Except for Alex. Brown & Sons who has been engaged by Guaranty Reassurance 
Corporation to consult on the company's subsidiary portfolio, no broker, 
finder, or financial advisor is entitled to any fee or compensation from the 
Buyer or the Company in connection with this Agreement or the transactions 
contemplated hereby as a result of any action by the Seller or Company.  
Guaranty Reassurance Corporation is the ultimate parent of Interform 
Corporation.

                                          28

<PAGE>

                             SCHEDULE 4.10 BANK ACCOUNTS
                                           


Interform Corporation maintains the following bank accounts:



 Bank Name         Location            Account #       Account Type
- ------------   ------------------    ------------   -------------------

Mellon Bank     Pittsburgh, Pa.        2-946-846     Operating Account

Mellon Bank     Pittsburgh, Pa.         093-6319     Payroll Account

Mellon Bank     Pittsburgh, Pa.         093-6271     Cash Collateral

Mellon Bank     Philadelphia, Pa.      2-702-975     Cash Collateral

Mellon Bank     Pittsburgh, Pa.        2-702-975     Lock Box-360081

Mellon Bank     Philadelphia, Pa.      2-702-975     Lock Box-7777-W0545

Mellon Bank     Philadelphia, Pa.      2-702-975     Lock Box 7777-W6720

Mellon Bank     Lock Haven, Pa.        27-090228     Petty Cash Fund



                                          29

<PAGE>


                        SCHEDULE 4.12 NO VIOLATION OR CONFLICT
                                           


Loan and Security Agreement By and Between Interform and Mellon Bank, N.A. 
dated February 15, 1995, as amended.

                                          30

<PAGE>

                    SCHEDULE 4.15 OWNED AND LEASED PROPERTY
                                           


Substantially all real property and all material equipment are pledged to 
Mellon Bank with the following exceptions:

    i)   Didde press financed through American Capital

    ii)  Lock Haven telephone system financed through Keystone Financial

    iii) Building modifications (heating, air-conditioning, etc.) at the  
    Lockhaven facility -- City of Lockhaven and Clinton County.


                                          31

<PAGE>

                          SCHEDULE 4.17 INTANGIBLE PROPERTY
                                           


None.

                                          32

<PAGE>


                               SCHEDULE 4.20 CONTRACTS
                                           
                                           
The following officers are covered by employment contracts that have 
severance clauses, as mentioned in paragraph 4.20, sub-paragraph (i):

- -    David G. Pilcher
- -    Clifford J. Bright
- -    Linda K. Starke
- -    Cecil F. Hazlett
- -    Theodore J. Nowlen
- -    Richard L. Layman
- -    James A. Rhodes

There is a Management Services Contract with The Sidney Company that provides 
compensation for services rendered.  This contract expires March 6, 1997.

The following officers are covered by deferred compensation, profit sharing 
or similar understandings, as mentioned in paragraph 4.20, sub-paragraph (ii):

- -    David G. Pilcher
- -    Clifford J. Bright
- -    Linda K. Starke
- -    Cecil F. Hazlett
- -    Theodore J. Nowlen
- -    Richard L. Layman
- -    James A. Rhodes

4.20(iii) -- None.


                                       33

<PAGE>

                                 SCHEDULE 4.21 LABOR
                                           


Company response to paragraph 4.21 Labor:

(a) None.

(b) The Company has labor agreements with the United Steelworkers of America,
    AFL-CIO-CLC, Locals 8263 and Local 8263-1.

(c) There are two cases filed with the Pennsylvania Human Relations Commission
    dealing with age discrimination originating with the closing of the 
    Commercial Division on July 28, 1995. There is also a case filed with the
    Pennsylvania Human Relations Commission by a union employee claiming 
    unlawful discharge.

(d) None


                                       34

<PAGE>


                          SCHEDULE 4.22 EMPLOYMENT BENEFITS
                                           


None.


                                          35

<PAGE>

                         SCHEDULE 4.23 ENVIRONMENTAL MATTERS
                                           


None.


                                          36

<PAGE>

                              SCHEDULE 7.8 LEGAL OPINION
                                           


Legal Opinion.


                                          37

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