Exhibit 10.45

CLOSING ITEM NO.:  A-9







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                            SPURLOCK INDUSTRIES, INC.


                                       TO


                          COUNTY OF SARATOGA INDUSTRIAL
                               DEVELOPMENT AGENCY




                    ========================================

                                    GUARANTY

                    ========================================




                                   DATED AS OF


                                 OCTOBER 1, 1997



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<PAGE>


                                    GUARANTY


         THIS  GUARANTY  dated as of  October 1, 1997,  (this  "Guaranty")  from
SPURLOCK INDUSTRIES, INC. a corporation organized under the laws of the State of
Virginia (the  "Guarantor")  having an office for the transaction of business at
5090  General  Mahone  Highway,  Waverly,  Virginia  23890 to COUNTY OF SARATOGA
INDUSTRIAL  DEVELOPMENT  AGENCY,  a New York  public  benefit  corporation  (the
"Issuer") having an address of Saratoga County Municipal  Center,  Ballston Spa,
New York 12020;


                              W I T N E S S E T H:

         WHEREAS,  Spurlock  Adhesives,  Inc., a wholly-owned  subsidiary of the
Guarantor,  (the "Company") has requested the Issuer to undertake a project (the
"Project")  consisting of (A) (1) the  acquisition  of a certain  parcel of land
comprising  approximately  16.37 acres constituting Lot #3 located in the Moreau
Industrial Park in the Town of Moreau,  Saratoga County,  New York (the "Land"),
(2) the  construction  on the  Land of two (2)  buildings  approximately  10,000
square feet each in size and one (1)  approximately 800 square foot building for
use in the  manufacturing of synthetic  organic  chemicals and related functions
(collectively  the "Facility") and (3) the acquisition and installation  therein
of certain  machinery and equipment (the  "Equipment" and together with the Land
and the Facility, the "Project Facility"), and (B) the financing of a portion of
the costs of the foregoing; and

         WHEREAS,  the Issuer  proposes to finance a portion of the costs of the
Project  Facility by the issuance of its  Multi-Mode  Variable  Rate  Industrial
Development Revenue Bonds (Spurlock Adhesives,  Inc. Project),  Series 1997 A in
the aggregate principal amount of $6,000,000 (the "Bonds"); and

         WHEREAS,  contemporaneously  with the execution of this  Guaranty,  the
Issuer and the Company have entered into an installment  sale agreement dated as
of  October  1, 1997,  (as  amended  from time to time,  the  "Installment  Sale
Agreement")  pursuant to which the Issuer has sold the  Project  Facility to the
Company (all terms used herein and not otherwise defined shall have the meanings
assigned to such terms in the Installment Sale Agreement); and

         WHEREAS, the Guarantor will obtain benefits as a result of the issuance
and sale of the Bonds; and

         WHEREAS,  the Issuer is unwilling  to issue and sell the Bonds  unless,
among other  conditions,  the Guarantor  shall have executed and delivered  this
Guaranty to the Issuer; and

         WHEREAS,  the Guarantor has reviewed and approved the Installment  Sale
Agreement;

         NOW,  THEREFORE,  the  Guarantor  hereby  covenants and agrees with the
Issuer as follows:


<PAGE>

                                    ARTICLE I

                         REPRESENTATIONS AND WARRANTIES
                                  OF GUARANTOR


SECTION  1.1.  CAPACITY  OF  GUARANTOR.  The  Guarantor  is a  corporation  duly
organized  and existing  under the laws of the State of  Virginia,  has power to
enter into this Guaranty and to carry out its obligations hereunder and has duly
authorized execution, delivery and performance of this Guaranty.

SECTION 1.2. NO VIOLATION OF RESTRICTIONS. Neither the execution and delivery of
this Guaranty, the consummation of the transactions contemplated thereby nor the
fulfillment of or compliance  with the  provisions  thereof will (1) violate the
Guarantor's  articles of  incorporation  or by-laws,  (2) require  consent under
(which  has not been  heretofore  received)  or result in a breach of or default
under any credit agreement,  indenture,  purchase agreement,  mortgage,  deed of
trust,  commitment,  guaranty  or other  agreement  or  instrument  to which the
Guarantor  is a party or by  which  the  Guarantor  or any of its  Property  (as
defined in the  Installment  Sale  Agreement)  may be bound or affected,  or (3)
conflict  with or  violate in any  material  respect  any  existing  law,  rule,
regulation,  judgment,  order,  writ,  injunction  or decree of any  government,
governmental instrumentality or court (domestic or foreign), having jurisdiction
over the Guarantor or any of the Property of the Guarantor.

SECTION 1.3. GOVERNMENTAL CONSENT. No consent,  approval or authorization of, or
filing,  registration  or  qualification  with, any  Governmental  Authority (as
defined in the  Installment  Sale  Agreement)  on the part of the  Guarantor  is
required as a  condition  to its  execution,  delivery  or  performance  of this
Guaranty.

SECTION 1.4.  PENDING  LITIGATION.  There are no proceedings  pending or, to the
knowledge of the Guarantor,  threatened against, or affecting,  the Guarantor in
any court or before any Governmental  Authority or arbitration board or tribunal
which  involve  the  possibility  of  materially  and  adversely  affecting  the
Property, facilities, businesses, prospects, profits or conditions (financial or
otherwise) of the Guarantor or the ability of the Guarantor to execute,  deliver
or perform this  Guaranty.  The  Guarantor is not in default with respect to any
order of any court, Governmental Authority or arbitration board or tribunal.

SECTION 1.5. NO DEFAULTS.  No event has occurred and no condition  exists which,
upon the execution of this  Guaranty,  would  constitute an Event of Default (as
defined in  Article  III  hereof).  The  Guarantor  is not in  violation  in any
material  respect  of any  term  of any  agreement,  charter,  by-law  or  other
instrument to which the Guarantor is a party or by which it may be bound.

SECTION 1.6. TAXES. All tax returns required to be filed by the Guarantor in all
jurisdictions  have in fact been filed or will be filed  within the time allowed
by law, including all lawful extensions. All taxes, assessments,  fees and other
governmental  charges  imposed  upon the  Guarantor or any  Property,  income or
franchises of the Guarantor which are due and payable have been paid, except for
certain taxes, assessments, fees and other governmental charges as the Guarantor
may be contesting  in good faith,  the  nonpayment of which will not  materially
adversely  affect  the  Property,  business,  prospects,  profits  or  condition
(financial  or  otherwise)  of the  Guarantor or the ability of the Guarantor to
execute,  deliver or perform this  Guaranty.  The Guarantor does not know of any
proposed additional tax assessment against it.


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SECTION 1.7.  COMPLIANCE WITH LAW.  The Guarantor:

         (A)     is not  in  violation  in any  material  respect  of any  laws,
ordinances or governmental rules and regulations to which it is subject; and

         (B)     has not failed to obtain any licenses,  permits,  franchises or
other governmental  authorizations necessary to the ownership of its Property or
to the conduct of its respective businesses which violation or failure to obtain
might materially adversely affect such Property or businesses.


                                   ARTICLE II

                            COVENANTS AND AGREEMENTS
                                OF THE GUARANTORS


SECTION  2.1.  GUARANTY  OF  PAYMENT  AND  PERFORMANCE.  (A) (1)  The  Guarantor
irrevocably  and  unconditionally  guarantees  to the Issuer (i) full and prompt
payment of moneys  sufficient to pay, or provide for the payment of, all amounts
due and owing the Issuer from the Company with respect to the Unassigned  Rights
(as  defined  in the  Installment  Sale  Agreement)  and (ii) full and  complete
performance of all of the Company's  duties and  obligations to the Issuer under
the Unassigned Rights. The Guarantor irrevocably and unconditionally agrees that
upon the occurrence of an Event of Default (as defined in the  Installment  Sale
Agreement)  respecting such Unassigned  Rights,  the Guarantor will promptly pay
and/or perform the same upon demand by the Issuer.

         (B)     All payments by the Guarantor  shall be paid in lawful money of
the United States of America.

         (C)     Each and every default in payment of any sums due and owing the
Issuer from the Company with respect to the Unassigned Rights and/or performance
of the duties and obligations  thereunder shall give rise to a separate cause of
action  hereunder,  and separate suits may be brought hereunder by the Issuer as
each cause of action arises.

         (D)     The Guarantor shall pay to the Issuer all reasonable  costs and
expenses (including  attorneys fees) incurred by the Issuer in the protection of
any of the rights of the Issuer or in the  pursuance  of any of its  remedies in
respect of this Guaranty.

SECTION 2.2. OBLIGATIONS  UNCONDITIONAL.  The obligations of the Guarantor under
this Guaranty shall be absolute and unconditional and shall remain in full force
and effect,  and, to the extent permitted by law, such obligations  shall not be
affected,  modified or impaired by any state of facts or the happening from time
to time of any  event,  including,  without  limitation,  any of the  following,
whether or not with notice to or the consent of the Guarantor:

         (A)     the invalidity,  irregularity,  illegality or  unenforceability
of, or any defect in, (1) the Unassigned  Rights,  (2) the Bonds,  (3) the other
Financing Documents or (4) any collateral security for any thereof;


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         (B)     any present or future law or order of any  government or of any
agency thereof  purporting to reduce,  amend or otherwise  affect the Unassigned
Rights or any other  obligation  of the Company or any other  obligor or to vary
any terms of payment;

         (C)     any claim of  immunity  on behalf of the  Company  or any other
obligor or with respect to any Property of the Company or any other obligor;

         (D)     the  happening  of any event  described  in  Section  8.4 or in
Article IX of the Installment Sale Agreement;

         (E)     the waiver, compromise,  settlement,  release or termination of
any or all of the obligations,  covenants or agreements of (1) the Company under
the  Unassigned  Rights or any other  Financing  Documents and (2) the Guarantor
under any Financing Document;

         (F)     the failure to give notice to the  Guarantor of the  occurrence
of an Event of Default under any Financing Document;

         (G)     the  transfer,  assignment or  mortgaging,  or the purported or
attempted transfer, assignment or mortgaging, of all or any part of the interest
of the  Issuer or the  Company in the  Project  Facility,  or any  failure of or
defect in the title with  respect to the Issuer's or the  Company's  interest in
the Project Facility, or the termination of the Installment Sale Agreement;

         (H)     the release,  sale, exchange,  surrender or other change in any
security for payment of the Unassigned Rights;

         (I)     the  extension  of the  time  for  payment  of any sum due with
respect  to the  Unassigned  Rights or under  this  Guaranty  or of the time for
performance of any other  obligations,  covenants or agreements under or arising
out of the Financing Documents;

         (J)     the modification or amendment  (whether  material or otherwise)
of any obligation,  covenant or agreement set forth in the Unassigned  Rights or
any Financing Document;

         (K)     the  taking of, or the  omission  to take,  any of the  actions
referred to in the Financing Documents;

         (L)     any failure, omission or delay on the part of the Issuer or any
other person to enforce, assert or exercise any right, power or remedy conferred
on the Issuer or such other person in this Guaranty or the Financing Documents;

         (M)     the voluntary or involuntary liquidation,  dissolution, sale or
other  disposition  of all or  substantially  all of the assets,  marshalling of
assets and liabilities, receivership, insolvency, bankruptcy, assignment for the
benefit of creditors,  reorganization or other similar proceedings affecting the
Company,  the  Guarantor or the Issuer or any of the assets of either of them or
any allegation or any contest of the validity of the Financing  Documents in any
such proceedings;

         (N)     any event or action that would, in the absence of this Section,
result in the release or  discharge of the  Guarantor  from the  performance  or
observance of any obligation, covenant or agreement contained in this Guaranty;


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         (O)     the default or failure of the Guarantor to perform fully any of
its obligations set forth in this Guaranty; or

         (P)     any other  circumstances  which might  otherwise  constitute  a
legal or equitable discharge or defense of a surety or a guarantor.

SECTION 2.3.  WAIVER BY GUARANTOR.  The Guarantor  hereby waives with respect to
the  Unassigned  Rights and the  indebtedness  evidenced  thereby the following:
diligence; presentment; filing of claims with a court in the event of bankruptcy
of the Company or any other person liable in respect of the  Unassigned  Rights,
any right to require a proceeding first against the Company or any other person;
protest;  the release of the Guarantor  from  liabilities  hereunder;  notice of
dishonor or  nonpayment  of any such  liabilities;  and any other notice and all
demands whatsoever except demand for payment. The Guarantor hereby waives notice
from the Issuer of (A) the issuance of the Bonds,  and (B) the acceptance of, or
notice and proof of reliance on, the benefits of this Guaranty.

SECTION 2.4.  DISCHARGE  OF  GUARANTOR'S  OBLIGATIONS  AND  TERMINATION  OF THIS
GUARANTY.  This Guaranty  shall  terminate and the  obligations of the Guarantor
created hereunder shall be discharged on the earlier to occur of at such time as
all amounts due the Issuer  under the  Unassigned  Rights have been paid and all
duties and obligations of the Company  thereunder  have been  performed.  On the
date of such  discharge,  the  Guarantor  shall  be  released  from  any and all
conditions, terms, covenants or restrictions created or placed upon them by this
Guaranty,  and the Guarantor shall not have any further  obligation or liability
hereunder.

SECTION 2.5. OTHER SECURITY. The Issuer may pursue its rights and remedies under
this  Guaranty  notwithstanding  (A) any other  guaranty of or security  for the
Unassigned  Rights,  and (B) any  action  taken  or  omitted  to be taken by the
Issuer,  or any other person to enforce any of the rights or remedies under such
other guaranty or with respect to any other security.

SECTION 2.6. NO SET-OFF BY  GUARANTOR.  No set-off,  counterclaim,  reduction or
diminution of an  obligation,  or such defense of any kind or nature (other than
full  performance  by the  Guarantor of the  obligations  hereunder),  which the
Guarantor  has or may have  against the  Issuer,  or any other  person  shall be
available hereunder to the Guarantor.

SECTION 2.7. NOTICE AND SERVICE OF PROCESS;  VENUE.  The Guarantor  consents and
submits to the jurisdiction of any local,  state or federal court located within
the State of New York and within the  Counties of Albany  and/or  Saratoga.  The
Guarantor  hereby  waives  personal  service  with  respect  to  any  action  or
proceeding  brought  hereunder  and agrees that notice of such in the manner set
forth in Section 5.4 hereof  shall  constitute  sufficient  service of notice of
such action or proceeding. The Guarantor further waives any right it may have to
object to the venue of such action or proceeding.

SECTION 2.8. GUARANTY OF PAYMENT. This Guaranty is a guaranty of payment and not
of collection,  and the Guarantor waives any right to require that any action be
brought  against  any  other  person  or to  require  that  resort be had to any
security or to any balance of any fund or credit held by the Issuer or any other
person prior to the Issuer  proceeding  under this Guaranty.  If at any time any
payment with respect to the Unassigned Rights or any other amount payable hereof
is  rescinded  or is required  to be  otherwise  restored  or returned  upon the
insolvency,  bankruptcy or  reorganization  of the  Guarantor,  the Issuer,  the
Company or otherwise, the Guarantor's obligations hereunder with respect to such
payment  shall be reinstated as though such payment had been due but not made at
such time.


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                                   ARTICLE III

                                EVENTS OF DEFAULT


SECTION 3.1.  NATURE OF EVENTS.  An "Event of Default" shall exist if any of the
following occurs:

         (A)     PARTICULAR  COVENANT  DEFAULTS - the Guarantor fails to perform
or observe any covenant contained in Section 2.1 hereof;

         (B)     OTHER  DEFAULTS - the Guarantor  fails to comply with any other
provision of this Guaranty, and such failure continues for more than thirty (30)
days after notice thereof to the Guarantor;

         (C)     WARRANTIES OR REPRESENTATIONS - any warranty, representation or
other  statement by or on behalf of the Guarantor  contained in this Guaranty is
false or misleading in any material respect when made;

         (D)     INVOLUNTARY BANKRUPTCY PROCEEDINGS - a receiver,  liquidator or
trustee of the  Guarantor or of any of its Property is appointed by court order;
or the Guarantor is adjudicated  bankrupt or insolvent or any of its Property is
sequestered  by court order and such order remains in effect for more than sixty
(60) days; or a petition is filed against the  Guarantor  under any  bankruptcy,
reorganization,  arrangement,  insolvency,  readjustment of debt, dissolution or
liquidation law of any jurisdiction,  whether now or hereafter in effect, and is
not dismissed within sixty (60) days after such filing;

         (E)     VOLUNTARY  PETITIONS  -  the  Guarantor  files  a  petition  in
voluntary  bankruptcy  or seeks  relief under any  provision of any  bankruptcy,
reorganization,  arrangement,  insolvency,  readjustment of debt, dissolution or
liquidation  law of any  jurisdiction,  whether now or hereafter  in effect,  or
consents to the filing or any petition against it under such law; or

         (F)     ASSIGNMENTS  FOR BENEFIT OF CREDITORS - the Guarantor  makes an
assignment for the benefit of its creditors,  or admits in writing its inability
to pay its debts generally as they become due, or consents to the appointment of
a receiver, trustee or liquidator of all or any part of its Property.

SECTION 3.2.  DEFAULT  REMEDIES.  If an Event of Default exists,  the Issuer may
proceed to enforce  the  provisions  hereof and to  exercise  any other  rights,
powers and remedies available to the Issuer. The Issuer in its discretion, shall
have the right to proceed first and directly  against the  Guarantor  under this
Guaranty  without  proceeding  against or exhausting any other remedies which it
may have and without resorting to any other security held by the Issuer.

SECTION 3.3. REMEDIES: WAIVER AND NOTICE. (A) No remedy herein conferred upon or
reserved to the Issuer is intended to be exclusive of any other available remedy
or remedies,  but each and every such remedy shall be cumulative and shall be in
addition  to every  other  remedy  given under this  Guaranty  now or  hereafter
existing at law or in equity or by statute;


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         (B) No delay or omission to exercise any right or power  accruing  upon
the occurrence of any Event of Default  hereunder shall impair any such right or
power or shall be construed to be a waiver thereof,  but any such right or power
may be exercised from time to time and as often as may be deemed expedient;

         (C) In order to entitle the Issuer to exercise  any remedy  reserved to
it in this  Guaranty,  it shall not be necessary to give any notice,  other than
such notice as may be expressly required in this Guaranty;

         (D) In the event any  provision  contained in this  Guaranty  should be
breached by any party and thereafter duly waived by the other party so empowered
to act,  such  waiver  shall be limited to the  particular  breach so waived and
shall not be deemed to waive any other breach hereunder; and

         (E) No waiver,  amendment,  release or  modification  of this  Guaranty
shall be established by conduct, custom or course of dealing.


                                   ARTICLE IV

                         INTERPRETATION OF THIS GUARANTY


SECTION 4.1. ACCOUNTING  PRINCIPLES.  Where the character or amount of any asset
or  liability  or item of income or  expense is  required  to be  determined  or
consolidated  or other  accounting  computation  is  required to be made for the
purposes of this  Guaranty,  such  determination,  consolidation  or computation
shall be made in accordance with generally accepted accounting principles at the
time in effect,  to the extent  applicable,  except  where such  principles  are
inconsistent with the requirements of this Guaranty.

SECTION 4.2. DIRECTLY OR INDIRECTLY. Where any provision in this Guaranty refers
to action to be taken by any person,  or which  provision  prohibits  any person
from taking  certain  action,  such provision  shall be applicable  whether such
action  is to be taken  or is not to be taken  directly  or  indirectly  by such
person.

SECTION 4.3. GOVERNING LAW. This Guaranty shall be governed by, and construed in
accordance with, the laws of the State.


                                    ARTICLE V

                                  MISCELLANEOUS


SECTION  5.1.  OBLIGATIONS  ARISE  ON  SALE OF  BONDS.  The  obligations  of the
Guarantor  hereunder shall arise absolutely and  unconditionally  when the Bonds
shall have been issued, sold and delivered by the Issuer.


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SECTION 5.2. SURVIVAL. All warranties, representations and covenants made by the
Guarantor  herein  shall be deemed to have been  relied  upon by the  Issuer and
shall  survive the  delivery to the Issuer of this  Guaranty  regardless  of any
investigation made by the Issuer.

SECTION  5.3.  SUCCESSORS.  This  Guaranty  shall inure to the benefit of and be
binding upon the  successors  of each of the  parties.  The  provisions  of this
Guaranty are intended to be for the benefit of the Issuer.

SECTION 5.4.  NOTICES.  (A) All  communications  under this Guaranty shall be in
writing and shall be deemed given when (1) delivered to the  applicable  address
stated in subsection (B) hereof by registered or certified mail,  return receipt
requested,  or by such other means as shall provide the sender with  documentary
evidence of such  delivery,  or (2) delivery is refused by the  Guarantor or the
Issuer,  as the case may be, as  evidenced  by the  affidavit  of the Person who
attempted to effect such delivery.

         (B) The addresses to which  communications under this Guaranty shall be
delivered are as follows:

         IF TO THE GUARANTOR:

         Spurlock Industries, Inc.
         5090 General Mahone Highway
         Waverly, Virginia  23890
         Attention:  Phillip S. Sumpter, Executive Vice President

         With a Copy to:

         Williams Mullen Christian & Dobbins, P.C.
         1021 East Cary Street
         Richmond, Virginia  23219
         Attention:  David L. Dallas, Jr., Esq.


         IF TO THE ISSUER:

         County of Saratoga Industrial Development Agency
         Saratoga County Municipal Center
         40 McMaster Street
         Ballston Spa, New York  12020
         Attention:  Administrator

         With a Copy to:

         Michael J. Toohey, Esq.
         Snyder, Kiley, Toohey & Corbett
         160 West Avenue
         P.O. Box 4367
         Saratoga Springs, New York  12866


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SECTION 5.5. ENTIRE UNDERSTANDING;  COUNTERPARTS.  This Guaranty constitutes the
entire  agreement and supersedes all prior agreements and  understandings,  both
written and oral,  among the parties with respect to the subject  matter  hereof
and may be executed simultaneously in several counterparts,  each of which shall
be deemed an original, but all of which, together,  shall constitute one and the
same instrument.

SECTION 5.6.  AMENDMENTS.  No  amendment,  change,  modification,  alteration or
termination  of this Guaranty  shall be made except upon the written  consent of
the Guarantor and the Issuer.

SECTION 5.7. PARTIAL  INVALIDITY.  The invalidity or unenforceability of any one
or more  phrases,  sentences,  clauses or  sections in this  Guaranty  shall not
affect the validity or enforceability of the remaining portions of this Guaranty
or any part thereof.

SECTION  5.8.  SECTION  HEADINGS  NOT  CONTROLLING.  The headings of the several
sections of this Guaranty have been prepared for  convenience  of reference only
and shall not control,  affect the meaning or be taken as an  interpretation  of
any provision of this Guaranty.


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         IN WITNESS  WHEREOF,  the Guarantor has caused this Guaranty to be duly
executed and to be dated as of the day and year first above written.


                                            SPURLOCK INDUSTRIES, INC.


                                            By: /s/ Phillip S. Sumpter
                                                --------------------------------
                                            Name: Phillip S. Sumpter
                                                  ------------------------------
                                            Title: Executive Vice President
                                                   -----------------------------



STATE OF NEW YORK           )
                            ) SS.:
COUNTY OF SARATOGA          )

         On this 9th day of October,  1997, before me personally came Phillip S.
Sumpter,  to me known,  who being by me duly  sworn,  did depose and sat that he
resides in Waverly VA, that he is the Exec. V.P. of SPURLOCK  INDUSTRIES,  INC.,
the corporation  described in and which executed the foregoing  instrument,  and
that he  signed  his name  thereto  by order of the Board of  Directors  of said
corporation.


                                            /s/ Theresa C. Priest
                                            ------------------------------------
                                            Notary Public

                                                   THERESA C. PRIEST
                                            Notary Public, State of New York
                                             Washington County #01PR4921971
                                            Commission Expires Feb. 28, 1998


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