Exhibit 10.50

                                                            [EXECUTION ORIGINAL]


                          PLEDGE AND SECURITY AGREEMENT


         THIS PLEDGE AND SECURITY  AGREEMENT  (this  "Agreement")  is made as of
April 8, 1998, by and between Spurlock Adhesives,  Inc., a Virginia  corporation
(the  "Secured  Party") and  Spurlock  Family  Limited  Partnership,  a Virginia
limited partnership (the "Partnership" or "Pledgor").

                                    RECITALS:

         WHEREAS, Spurlock Industries,  Inc. (the "Company"), the Secured Party,
the Partnership,  H. Norman Spurlock,  Jr.  ("Spurlock") and Harold N. Spurlock,
Sr. (the  "Guarantor")  have entered into a Settlement  Agreement dated April 8,
1998 (the "Settlement  Agreement") regarding the settlement of certain claims of
the Company and the Secured Party against Spurlock; and

         WHEREAS, pursuant to the Settlement Agreement and concurrently with the
execution of this Agreement, the Partnership shall execute and deliver a certain
Promissory Note dated April 8, 1998 (the "Note") payable to the Secured Party in
the original face amount of $375,000.00; and

         WHEREAS,  the Partnership  owns 2,325,000 shares of common stock in the
Company,  which shares are represented by certificate numbers 3673 and 3674 (the
"Securities"); and

         WHEREAS,  the  Partnership  wishes to pledge to the Secured Party,  and
grant the  Secured  Party a security  interest  in, all of its right,  title and
interest in and to the Securities to secure the  obligations of the  Partnership
under the Note and this Agreement.

                                   AGREEMENT:

         NOW THEREFORE,  for and in  consideration  of Ten Dollars  ($10.00) and
other good and  valuable  consideration,  the receipt and  adequacy of which are
hereby acknowledged, the parties hereto agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

         SECTION 1.1. "UCC." For the purposes of this Agreement, "UCC" means the
Uniform  Commercial  Code as adopted in the  Commonwealth  of Virginia,  and all
amendments thereto,  provided that if, by reason of mandatory provisions of law,
the validity or perfection of any security  interest  granted herein is governed
by the  Uniform  Commercial  Code as in  effect  in a  jurisdiction  other  than
Virginia,  then, as to the validity or  perfection  of such  security  interest,
"UCC"  shall  mean  the  Uniform   Commercial  Code  in  effect  in  such  other
jurisdiction.

         SECTION 1.2. UCC Terms.  Unless otherwise defined herein, or unless the
context otherwise  requires,  all terms used herein which are defined in the UCC
in effect as of the date hereof shall have the meanings therein stated.



<PAGE>


                                   ARTICLE II
                             THE SECURITY INTERESTS

         SECTION 2.1. The Security  Interest.  To secure the  "Obligations"  (as
such term is hereinafter defined),  the Partnership hereby pledges,  assigns and
grants a continuing  security  interest in and to the "Pledged  Collateral"  (as
such term is hereinafter defined) as herein provided, to the Secured Party.

         SECTION  2.2.  Obligations.  The  security  interest  and liens  hereby
granted are to secure the full payment and performance when due, without offset,
whether by acceleration or otherwise,  of each and all of the  Obligations.  The
term "Obligations" shall include, without limitation, all of the liabilities and
obligations of the Partnership under the Note, this Agreement and the Settlement
Agreement  (the  Note,   this   Agreement  and  the  Settlement   Agreement  are
collectively referred to herein as the "Security Documents"),  and all costs and
expenses incurred by the Secured Party in connection with the enforcement of the
Security Documents,  the collection of any judgment rendered thereon, and/or the
defense of any claim  arising out of, or in any way  relating  to, the  Security
Documents,  including,  without  limitation,  reasonable  attorneys'  fees.  The
foregoing  and all  other  provisions  of this  Agreement  notwithstanding,  the
parties  agree  that,  solely for the  purposes of this  Agreement,  the various
obligations  of the Pledgor  hereunder to pay or reimburse the Secured Party for
certain  legal and  related  expenses  shall not  include  any legal or  related
expenses  incurred  by the  Secured  Party or for  which it may be  liable  with
respect to that  certain  lawsuit in the United  States  District  Court for the
District of Colorado, Civil Action No. 97-D-2214, styled Lee Rasmussen, Minority
Shareholder  of  Record,  et al.  v.  Spurlock  Industries,  Inc.,  et al.  (the
"Derivative Action");  provided, however, that this provision shall not preclude
the Secured Party from  exercising  any right it has or may have to recover from
Pledgor any legal or related  expenses  relating to the Derivative  Action which
right arises otherwise than pursuant to this Agreement.

         SECTION 2.3. Pledged  Collateral.  The term "Pledged  Collateral" shall
include,  without limitation,  the Securities and all dividends,  distributions,
interest,  instruments and other property from time to time received, receivable
or otherwise  made upon or  distributed  in respect of or in exchange for any or
all of such Securities, and the proceeds of each and all of the foregoing.

         SECTION  2.4.  Delivery  of Pledged  Collateral.  All  certificates  or
instruments representing or evidencing the Pledged Collateral shall be delivered
to and held by or on behalf of the Secured Party pursuant hereto and shall be in
suitable form for transfer by delivery, or shall be accompanied by duly executed
instruments  of  transfer  or  assignment  in blank,  all in form and  substance
satisfactory to the Secured Party.

         SECTION  2.5.  Termination  of Security  Interests;  Release of Pledged
Collateral.


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<PAGE>

                  (a)     Upon the  full,  final  and  irrevocable  payment  and
performance  of all the  Obligations,  the  security  interests  in the  Pledged
Collateral shall terminate and all rights to the Pledged Collateral shall revert
to the Pledgor.

                  (b)     Upon any such termination of the security interests or
any release of the Pledged Collateral,  the Secured Party will, at the Pledgor's
expense,  execute and deliver to the Pledgor such documents as the Pledgor shall
reasonably  request to evidence the termination of the security interests or the
release of the Pledged Collateral.  Any such documents shall be without recourse
to or warranty by the Secured Party.

         SECTION 2.6.  Security  Interests  Absolute.  All rights of the Secured
Party and security interests  hereunder,  and all duties, and obligations of the
Pledgor hereunder, shall be absolute and unconditional and, without limiting the
generality  of the  foregoing,  shall not be released,  discharged  or otherwise
affected by:

                  (i)     any extension, renewal, settlement, compromise, waiver
or release in respect of any of the Obligations,  or any document  evidencing or
securing any of the Obligations, by operation of law or otherwise;

                  (ii)    any  modification  or amendment or  supplement  to the
Note,  the  Settlement  Agreement,  the  Guaranty  of even date  hereof from the
Guarantor to the Secured Party (the "Guaranty") or any other document evidencing
or securing any of the Obligations;

                  (iii)   any  release,  non-perfection  or  invalidity  of  any
direct or indirect security for any of the Obligations;

                  (iv)    any insolvency,  bankruptcy,  reorganization  or other
similar  proceeding  affecting  the  Pledgor  or its  assets  or  any  resulting
disallowance, release or discharge of all or any portion of the Obligations;

                  (v)     the  existence  of any claim,  set-off or other  right
which the  Pledgor may have at any time  against the Secured  Party or any other
entity or person, whether in connection herewith or any unrelated  transactions;
provided,  that nothing  herein shall prevent the assertion of any such claim by
separate suit or compulsory counterclaim;

                  (vi)    any  invalidity  or  unenforceability  relating  to or
against the Pledgor for any reason of any of the  Obligations,  or any provision
of  applicable  law or  regulation  purporting  to  prohibit  the payment by the
Pledgor of the Obligations; or

                  (vii)   any failure by the Secured  Party (a) to commence  any
action  against  the  Pledgor,  or (b) to  proceed  with  due  diligence  in the
collection,   protection  or  realization  upon  any  collateral   securing  the
Obligations, or (c) any other act or omission to act or delay of any kind by the
Pledgor,  the  Secured  Party or any  other  corporation  or person or any other
circumstance  whatsoever  which might,  but for the  provisions  of this clause,
constitute  a  legal  or  equitable  discharge  of  the  Pledgor's   obligations
hereunder.

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

         The Pledgor represents, warrants and agrees as follows:

         SECTION 3.1. Contravention.  The execution, delivery and performance by
the Pledgor of this Agreement  requires no action by or in respect of, or filing
with, any governmental authority and does not contravene, or constitute (with or
without  the  giving of notice  or lapse of time or both) a default  under,  any
provision of applicable law or of any agreement,  judgment,  injunction,  order,
decree or other instrument binding upon or affecting the Pledgor.

         SECTION 3.2.  Binding  Effect.  This Agreement  constitutes a valid and
binding agreement of the Pledgor,  enforceable against the Pledgor in accordance
with  its  terms,  except  as  the  enforceability  hereof  may  be  limited  by
bankruptcy,  insolvency or similar laws affecting creditors rights generally and


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<PAGE>

by equitable  principles of general  applicability  (regardless  of whether such
enforceability is considered in a proceeding in equity or at law).

         SECTION 3.3. Title to Pledged  Collateral.  The Pledgor owns all of the
Pledged  Collateral free and clear of any liens or  encumbrances  other than the
liens and security interests granted hereby.

         SECTION 3.4. Pledged Collateral. The Pledgor is not and will not become
a party to or otherwise bound by any agreement, other than this Agreement, which
restricts in any manner the rights of any present or future holder of any of the
Pledged Collateral with respect thereto.

         SECTION 3.5. Validity,  Perfection and Priority of Security  Interests.
Upon delivery of all certificates or instruments  representing or evidencing the
Pledged Collateral to the Secured Party, the Secured Party will have a valid and
perfected  security interest in the Pledged  Collateral subject to no prior lien
or encumbrance.  No  registration,  recordation or filing with any  governmental
agency  is  required  in  connection  with the  execution  or  delivery  of this
Agreement,  or necessary  for the validity or  enforceability  hereof or for the
perfection of the security  interests of the Secured Party granted  hereby.  The
Pledgor has not  performed  any acts which might  prevent the Secured Party from
enforcing any of the terms and conditions of this Agreement or which would limit
the Secured Party in any such enforcement.

         SECTION 3.6. No Pledge of Partnership  Interest.  To the best knowledge
of the Pledgor,  no partner of the Partnership has assigned,  granted a security
interest in, or has otherwise encumbered or allowed to be encumbered, his or her
partnership interest in the Partnership.

                                   ARTICLE IV
                                    COVENANTS

         The  Pledgor  agrees  that so long  as any of the  Obligations  remains
unpaid:

         SECTION 4.1. Filing; Further Assurances. The Pledgor will, at Pledgor's
expense and in such manner and form as the Secured Party may reasonably require,
execute and  deliver to the  Secured  Party any  financing  statement,  specific
assignment  or other  paper and take any  other  action  that may be  reasonably
necessary or desirable,  or that the Secured Party may  reasonably  request,  in
order to create,  preserve,  perfect or validate the security  interests granted
hereby or to enable  the  Secured  Party to  exercise  and  enforce  its  rights
hereunder with respect to any of the Pledged Collateral. To the extent permitted
by applicable  law, the Pledgor  hereby  authorizes the Secured Party to execute
and file,  in the name of the Pledgor or  otherwise,  UCC  financing  statements
which the Secured Party in its sole discretion may deem necessary or appropriate
to further perfect the security interests granted hereby.

         SECTION 4.2. Liens on Pledged Collateral.  The Pledgor will not sell or
otherwise  dispose of, or grant any option  with  respect to, any of the Pledged
Collateral  or  create  or  suffer  to exist  any  lien,  security  interest  or
encumbrance (other than security interests in favor of the Secured Party) on any
Pledged  Collateral.  The  Pledgor  will  pledge  hereunder,   immediately  upon
Pledgor's  acquisition  (directly or indirectly) thereof, any and all additional
shares of stock or other securities received in substitution for or with respect
to any Pledged Collateral.


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<PAGE>

                                    ARTICLE V
                       VOTING; DISTRIBUTIONS ON COLLATERAL

         SECTION 5.1. Voting Rights.

                  (a)     The Pledgor  shall be entitled to exercise any and all
voting and other consensual rights  pertaining to the Pledged  Collateral or any
part thereof for any purpose not inconsistent with the terms of this Agreement.

                  (b)     The Secured Party shall execute and deliver,  or cause
to be  executed  and  delivered,  to the  Pledgor  all such  proxies,  powers of
attorney,  consents,  ratifications  and  waivers and other  instruments  as the
Pledgor  may  reasonably  request  for the  purpose of  enabling  the Pledgor to
exercise  the voting and other  rights which the Pledgor is entitled to exercise
pursuant to paragraph (a) above.

         SECTION 5.2. Dividends with Respect to the Pledged Collateral.

                  (a)     During the term hereof, all cash dividends whether out
of earned or capital  surplus or otherwise  (other than stock  dividends) on the
Pledged  Collateral,  or any part  thereof,  shall be paid to the Secured  Party
(with any necessary endorsement) and such cash dividends shall be applied toward
the  obligations of the  Partnership  under the Note,  first to any late charges
outstanding,  then to any  interest  payments  outstanding  and  finally  to the
principal  balance  of the Note.  All stock or  property  representing  stock or
liquidating  dividends on distribution and liquidation upon or in respect of the
Pledged  Collateral or any part  thereof,  or resulting  from a stock  dividend,
stock  distribution,  stock split or reclassification of the Pledged Collateral,
or any part thereof,  received or exchanged for the Pledged  Collateral,  or any
part thereof,  as a result of any merger,  consolidation or otherwise,  shall be
paid or transferred  directly to (with any necessary  endorsement) and deposited
with  the  Secured  Party as part of the  Pledged  Collateral  pursuant  to this
Agreement immediately upon receipt thereof by the Partnership.

                  (b)     All such dividends, distributions or payments of cash,
stock or property  relating to the Pledged  Collateral which are received by the
Pledgor  shall be received in trust for the  benefit of the Secured  Party,  and
shall be  segregated  from  other  funds of the  Pledgor  until paid over to the
Secured Party as Pledged Collateral.

                                   ARTICLE VI
                                EVENTS OF DEFAULT

         Any one of the following  events will  constitute an "Event of Default"
under this Agreement:

         SECTION 6.1.  The occurrence of a Default under the Note.

         SECTION 6.2. A breach by the Secured Party or the  Guarantor  under the
Settlement Agreement.

         SECTION  6.3.  The  failure by the Pledgor to observe or perform any of
the applicable  agreements  contained herein and to cure such failure within ten
(10) days of notice thereof from the Secured Party.

         SECTION 6.4.  Discovery that any representation or warranty made by the
Pledgor  herein or any  statement  or  representation  made in any  certificate,
report or  opinion  delivered  pursuant  hereto



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<PAGE>

was incorrect,  incomplete or misleading in any material respect on or as of the
date made or deemed made.

         SECTION  6.5.  If this  Agreement  shall at any time and for any reason
cease to create a valid and perfected first priority security interest in and to
the Pledged Collateral or such security interest shall cease to be in full force
and effect or shall be declared null and void, or the validity or enforceability
thereof  shall be contested by the Pledgor or the Pledgor shall deny that it has
any further liability or obligation with respect thereto; provided,  however, in
the event that an Event of Default  arises  under this  Section  6.5 solely as a
result of the Derivative Action,  then the Pledgor shall have a period of twenty
(20) days following  notice thereof from the Secured Party to cure such Event of
Default by providing the Secured Party with substitute  collateral,  of a nature
reasonably  satisfactory  to the  Secured  Party and having a value  equal to or
greater than any of the Pledged  Collateral to which such Event of Default would
relate.

         SECTION 6.6. If any Pledged Collateral is lost,  abandoned,  destroyed,
severally damaged and not replaced within 30 days of notice to Pledgor,  or sold
or transferred except as permitted by prior agreement with the Secured Party.

                                   ARTICLE VII
                           GENERAL AUTHORITY; REMEDIES

         SECTION 7.1. General Authority. The Pledgor hereby irrevocably appoints
the  Secured  Party  and any  officer  or  agent  thereof,  with  full  power of
substitution, as the Pledgor's true and lawful attorney-in-fact,  in the name of
the  Pledgor,  for the sole use and  benefit of the  Secured  Party,  but at the
Pledgor's  expense,  at and following the occurrence of an Event of Default,  to
take any and all  appropriate  action and to execute any and all  documents  and
instruments  which may be  necessary or desirable to carry out the terms of this
Agreement.  Without limiting the foregoing, the Pledgor hereby gives the Secured
Party  the  power  and  right on the  Pledgor's  behalf,  at and  following  the
occurrence of an Event of Default,  without  notice to or further  assent by the
Pledgor, to do the following:

                  (a)     to receive, take, endorse,  assign and deliver any and
all checks,  notes,  drafts,  acceptances,  documents and other  negotiable  and
non-negotiable instruments taken or received by the Pledgor as, or in connection
with, the Pledged Collateral;

                  (b)     to  demand,   sue  for,  collect,   receive  and  give
acquaintance  for any and all monies due or to become due upon or in  connection
with the Pledged Collateral;

                  (c)     to commence, settle, compromise,  compound, prosecute,
defend or adjust any claim,  suit,  action or proceeding  with respect to, or in
connection with, the Pledged Collateral;

                  (d)     to sell, transfer, assign or otherwise deal in or with
the Pledged  Collateral or any part thereof,  as fully and effectually as if the
Secured Party were the absolute owner thereof; and

                  (e)     to do,  at its  option,  but  at  the  expense  of the
Pledgor, at any time or from time to time, all acts and things which the Secured
Party deems  necessary  to protect or preserve  the  Pledged  Collateral  and to
realize upon the Pledged Collateral.

         SECTION 7.2. UCC Rights.  If an Event of Default  shall have  occurred,
the Secured  Party may, in addition to all other rights and remedies  granted to
it in this Agreement and in any other agreement securing, evidencing or relating
to the  Obligations,  exercise  (i) all rights and  remedies of a



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<PAGE>

secured party under the UCC (whether or not in effect in the jurisdiction  where
such rights are  exercised)  and (ii) all other rights  available to the Secured
Party at law or equity.

         SECTION 7.3.  Application of Proceeds; Sale of Pledged Collateral.

                  (a)     The  Pledgor  expressly  agrees  that if an  Event  of
Default shall occur and be continuing,  the Secured Party, without demand of any
kind (except the notice  specified  below of the time and place of any public or
private sale) to or upon the Pledgor or any other person or entity (all of which
demands  and/or  notices are hereby  waived by the  Pledgor),  may forthwith (i)
apply the cash,  if any, then held by it as specified in Section 7.8 and (ii) if
there  shall be no such cash or if such cash  shall be  insufficient  to pay the
Obligations  in full,  to collect,  receive,  appropriate  and realize  upon the
Pledged Collateral and/or sell, assign, give an option or options to purchase or
otherwise  dispose of and deliver the Pledged  Collateral (or contract to do so)
or any part  thereof in one or more lots or parcels  (which need not be in round
lots) at public or private sale, at any office of the Secured Party or elsewhere
in such manner as is commercially reasonable,  and as the Secured Party may deem
best,  for cash or on credit or for future  delivery  without  assumption of any
credit risk.  The Secured  Party shall have the right upon any such public sale,
and, if the Pledged  Collateral  is of a type  customarily  sold in a recognized
market or is of a type which is the subject of widely distributed standard price
quotations,  upon any such private  sale or sales,  to purchase the whole or any
part of the  Pledged  Collateral  so sold,  and  thereafter  to hold  the  same,
absolutely and free from any right or claim of any kind. To the extent permitted
by applicable  law, the Pledgor waives all claims,  damages and demands  against
the Secured Party  arising out of the  foreclosure,  repossession,  retention or
sale of the Pledged Collateral.

                  (b)     The Secured Party shall give the Pledgor  fifteen (15)
days written  notice of its intention to make any such public or private sale or
sale at a broker's board or on a securities  exchange.  Such notice shall (i) in
the case of a public sale, state the time and place fixed for such sale, (ii) in
the case of sale at a  broker's  board or on a  securities  exchange,  state the
board or  exchange  at which  such  sale is to be made and the day on which  the
Pledged Collateral, or the portion thereof being sold, will first be offered for
sale and (iii) in the case of a private  sale,  state the day after  which  such
sale may be  consummated.  The Secured  Party shall not be obligated to make any
such sale pursuant to any such notice.  The Secured Party may adjourn any public
or  private  sale  or  cause  the  same  to be  adjourned  from  time to time by
announcement at the time and place fixed for the sale, and such sale may be made
at any time or place to which the same may be so  adjourned.  In the case of any
sale of all or any  part of the  Pledged  Collateral  on  credit  or for  future
delivery,  the Pledged  Collateral  so sold may be retained by the Secured Party
until the selling price is paid by the purchaser thereof,  but the Secured Party
shall not incur any  liability in case of the failure of such  purchaser to take
up and pay for the Pledged  Collateral so sold and, in the case of such failure,
such Pledged Collateral may again be sold upon like notice.

         SECTION  7.4.  Rights  of  Purchasers.  Upon  any  sale of the  Pledged
Collateral (whether public or private) the Secured Party shall have the right to
deliver,  assign and transfer to the purchaser thereof the Pledged Collateral so
sold.  Each purchaser  (including the Secured Party) at any such sale shall hold
the Pledged  Collateral so sold absolutely,  free from any claim or right of any
kind,  including  any equity or right of  redemption  of the Pledgor who, to the
extent  permitted by law, hereby  specifically  waives all rights of redemption,
including,  without limitation, any right to redeem the Pledged Collateral under
Section  8.9-506 of the UCC, stay or approval  which the Pledgor has or may have
under any law now existing or hereafter adopted.


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<PAGE>

         SECTION 7.5.  Securities Act, etc.

                  (a)     The  Pledgor  understands  that  compliance  with  the
Federal  Securities  Laws might very strictly limit the course of conduct of the
Secured Party if the Secured Party were to attempt to dispose of all or any part
of the  Pledged  Collateral,  and might  also  limit the  extent to which or the
manner  in which any  subsequent  transferee  of any  Pledged  Collateral  could
dispose  of the  same.  Similarly,  there  may be other  legal  restrictions  or
limitations affecting the Secured Party in any attempt to dispose of all or part
of the Pledged  Collateral  under  applicable Blue Sky or other state securities
laws or similar laws analogous in purpose or effect.

                  (b)     Accordingly,  the  Pledgor  expressly  agrees that the
Secured  Party  is  authorized,  in  connection  with  any  sale of the  Pledged
Collateral,  if it deems it advisable so to do, (i) to restrict the  prospective
bidders on or purchasers of any of the Pledged Collateral to a limited number of
sophisticated  investors who will  represent and agree that they are  purchasing
for their own account for investment and not with a view to the  distribution or
sale  of any  of  such  Pledged  Collateral,  (ii)  to  cause  to be  placed  on
certificates for any or all of the Pledged Collateral or on any other securities
pledged  hereunder  a legend  to the  effect  that  such  security  has not been
registered  under the  Federal  Securities  Laws and may not be  disposed  of in
violation of the provision of any  applicable  law, rule or regulation and (iii)
to impose such other  limitations or conditions in connection with any such sale
as the Secured  Party deems  necessary  or advisable in order to comply with any
law, rule or regulation.

                  (c)     The Pledgor covenants and agrees that the Pledgor will
execute and deliver  such  documents  and take such other  action as the Secured
Party deems necessary or advisable in order to comply with all applicable  laws,
rules or regulations.  The Pledgor acknowledges and agrees that such limitations
may result in prices and other terms less  favorable  to the seller than if such
limitations were not imposed, and, notwithstanding such limitations, agrees that
any such sale  shall be deemed  to have been made in a  commercially  reasonable
manner,  it being the  agreement  of the Pledgor and the Secured  Party that the
provisions  of this Section 7.5 will apply  notwithstanding  the  existence of a
public or private  market upon which the  quotations  or sales prices may exceed
the price at which the Secured Party sells.  The Secured Party shall be under no
obligation  to  delay a sale of any  Pledged  Collateral  for a  period  of time
necessary to permit the issuer of any securities  contained  therein to register
such  securities  under  the  Securities  Act of  1933,  as  amended,  or  under
applicable state securities laws, even if the issuer would agree to it.

         SECTION 7.6. Other Rights of the Secured Party.

                  (a)     The  Secured  Party (i) shall have the right and power
to institute and maintain such suits and proceedings as it may deem  appropriate
to protect  and  enforce  the  rights  vested in it by this  Agreement  and (ii)
proceed  by suit or suits at law or in  equity to  enforce  such  rights  and to
foreclose upon the Pledged Collateral and to sell all, or from time to time, any
of the Pledged  Collateral  under the judgment or decree of a court of competent
jurisdiction.

                  (b)     Upon  the  occurrence  of an  Event  of  Default,  the
Secured Party shall, to the extent  permitted by applicable law,  without notice
to the Pledgor or any party claiming through the Pledgor,  without regard to the
solvency or  insolvency at such time of any person or entity then liable for the
payment  of any of the  Obligations,  without  regard  to the then  value of the
Pledged  Collateral and without  requiring any bond from any complainant in such
proceedings,  be entitled as a matter of right to the  appointment of a receiver
or receivers  (who may be the Secured  Party) of the Pledged  Collateral  or any
part thereof,  and of the profits,  revenues and other income  thereof,  pending
such  proceedings,  with such powers as the court making such appointment  shall
confer,  and to the entry of an order  directing that the profits,  revenues and
other income of the property  constituting  the whole or



                                      -8-
<PAGE>

any part of the Pledged Collateral be segregated,  sequestered and impounded for
the benefit of the Secured Party,  and the Pledgor  irrevocably  consents to the
appointment of such receiver or receivers and to the entry of such order.

                  (c)     In no event shall the  Secured  Party have any duty to
exercise  any rights or take any steps to  preserve  the  rights of the  Secured
Party in the Pledged Collateral.  Pledgor  acknowledges that Secured Party shall
not have any duty or  responsibility  for (i) ascertaining or taking action with
respect to calls, conversions,  exchanges,  maturities, tenders or other matters
relative to any Pledged  Collateral,  whether or not the Secured Party has or is
deemed to have  knowledge of such matters or (ii) taking any necessary  steps to
preserve rights against any parties with respect to any Pledged Collateral.

         SECTION 7.7.  Waiver and Estoppel.

                  (a)     The  Pledgor  agrees,  to the extent the  Pledgor  may
lawfully do so, that the Pledgor  will not at any time in any manner  whatsoever
claim or take the  benefit or  advantage  of, any  appraisal,  valuation,  stay,
extension,  moratorium,  turnover or redemption  law, or any law  permitting the
Pledgor to direct the order in which the Pledged  Collateral  shall be sold, now
or at any time hereafter in force which may delay,  prevent or otherwise  affect
the performance or enforcement of this Agreement,  and hereby waives all benefit
or advantage of all such laws.

                  (b)     The Pledgor, to the extent the Pledgor may lawfully do
so, on  behalf  the  Pledgor  and all who claim  through  or under the  Pledgor,
including  without  limitation  any  and  all  subsequent  creditors,   vendees,
assignees  and lienors,  waives and releases all rights to demand or to have any
marshaling of the Pledged Collateral upon any sale, whether made under any power
of sale  granted  herein  or  pursuant  to  judicial  proceedings  or under  any
foreclosure or any enforcement of this  Agreement,  and consents and agrees that
all of the  Pledged  Collateral  may at any such sale be offered  and sold as an
entirety.

                  (c)     The Pledgor  waives,  to the extent  permitted by law,
presentment,  demand,  protest  and any notice of any kind  (except  the notices
expressly  required  hereunder) in connection with this Agreement and any action
taken by the Secured Party with respect to the Pledged Collateral.

         SECTION  7.8.  Application  of Monies.  The proceeds of any sale of, or
other  realization  upon,  all or any part of the  Pledged  Collateral  shall be
applied by the Secured  Party in the following  order of priority,  (the Pledgor
remaining liable for any deficiency remaining unpaid after such application):

                  (a)     first,  to  payment  of the  expenses  of such sale or
other  realization,  including  reasonable  compensation  to the Secured Party's
agents and counsel, and all expenses,  liabilities and advances incurred or made
by the Secured  Party,  its agents and  counsel in  connection  therewith  or in
connection with the care,  safekeeping or otherwise of any or all of the Pledged
Collateral,  and any other unreimbursed  expenses for which the Secured Party is
to be reimbursed pursuant to Section 8.3;

                  (b)     second, to payment of the Obligations in such order as
the Secured Party shall determine; and

                  (c)     finally,  any surplus then remaining  shall be paid to
the Pledgor,  or the Pledgor's  successors or assigns,  or to whomsoever  may be
lawfully  entitled to receive the same or as a court of  competent  jurisdiction
may direct.


                                      -9-
<PAGE>

         SECTION 7.9.  Redemption  of Pledged  Collateral  by the  Company.  The
Pledgor acknowledges and agrees that the Obligations,  the Note, this Agreement,
the Guaranty and all related agreements,  documents, instruments, and rights and
obligations  of the  Secured  Party  thereunder  may,  in the sole and  absolute
discretion of the Secured Party and without  notice to the Pledgor,  be assigned
or otherwise transferred to the Company.  Upon such assignment or transfer,  the
Company  shall  possess  all  of the  rights  of the  Secured  Party  hereunder,
notwithstanding  that any purchase of the Pledged  Collateral by the Company (in
the place of and to the extent that the Secured  Party is  permitted  hereunder)
would result in the redemption and  cancellation  of any the Pledged  Collateral
consisting of shares of the capital stock of the Company.

                                   ARTCLE VIII
                                  MISCELLANEOUS

         SECTION 8.1. Notices. All notices, requests and other communications to
any party  hereunder shall be in writing and shall be given to such party at the
address set forth on the signature  page hereof or to such other address as such
party may  hereafter  specify for the purpose by notice to the other.  Each such
notice,  request or other  communication  shall be effective  when  delivered in
person or delivered  certified mail, postage prepaid,  return receipt requested.
Rejection or refusal to accept, or the inability to deliver because of a changed
address of which no notice was given  shall not  affect the  validity  of notice
given in accordance with this Section 8.1.

         SECTION 8.2. Waivers, Non-Exclusive Remedies. No failure on the part of
the Secured Party to exercise, no delay in exercising,  and no course of dealing
with  respect  to any right  under  this  Agreement  shall  operate  as a waiver
thereof;  nor shall any single or partial  exercise by the Secured  Party of any
right under this Agreement preclude any other or further exercise thereof or the
exercise  of any  other  right.  The  rights of the  Secured  Party  under  this
Agreement are cumulative and are not exclusive of any other remedies provided by
law.

         SECTION 8.3.  Expenses;  Documentary Taxes. The Pledgor shall forthwith
on  demand  pay  all  out-of-pocket  expenses  incurred  by the  Secured  Party,
including the reasonable fees and  disbursements  of its counsel and agents,  in
connection  with the  administration,  sale or other  disposition of the Pledged
Collateral  and the  preservation,  protection  or  defense of the rights of the
Secured Party in and to the Pledged Collateral.  The Pledgor shall forthwith pay
on demand the amount of any taxes which the Secured Party shall pay by reason of
the security interests (including any applicable transfer taxes).

         SECTION 8.4.  Successors and Assigns.

                  (a)     This Agreement is for the benefit of the Secured Party
and its successors and assigns,  and in the event of an assignment of all or any
of the  Obligations,  the  rights  hereunder,  to the extent  applicable  to the
Obligations  so assigned,  may be  transferred  with such  Obligations.  Without
limiting the foregoing,  the Secured Party shall have the right to assign all of
its rights and obligations hereunder to the Company.

                  (b)     This  Agreement  shall be binding upon the Pledgor and
the Pledgor's heirs, personal  representatives,  successors and assigns,  except
that the  Pledgor  may not  assign or  transfer  any of its  rights  under  this
Agreement without the prior written consent of the Secured Party.

         SECTION 8.5.  Amendments  and Waivers.  Any provision of this Agreement
may be amended  or  waived,  if,  but only if,  such  amendment  or waiver is in
writing and is signed by the Pledgor and the Secured Party.


                                      -10-
<PAGE>

         SECTION  8.6.  Delivery  and  Virginia  Law.  This  Agreement  has been
delivered in Virginia and shall be governed by and construed in accordance  with
the laws of the Commonwealth of Virginia,  without reference to its conflicts of
laws provisions, except as otherwise required by mandatory provisions of law and
except to the extent  that  remedies  provided  by the laws of any  jurisdiction
other than Virginia are governed by the laws of such jurisdiction.

         SECTION 8.7. Limitation by Law; Severability.

                  (a)     All  rights,  remedies  and  powers  provided  in this
Agreement may be exercised only to the extent that the exercise thereof does not
violate  any  applicable  provision  of  law,  and all  the  provisions  of this
Agreement are intended to be subject to all applicable  mandatory  provisions of
law which may be controlling and be limited to the extent necessary so that they
will not render this Agreement  invalid,  unenforceable  in whole or in part, or
not entitled to be recorded,  registered  or filed under the  provisions  of any
applicable law.

                  (b)     If any provision  hereof is invalid and  unenforceable
in any jurisdiction, then, to the fullest extent permitted by law, (i) the other
provisions hereof shall remain in full force and effect in such jurisdiction and
shall be liberally construed in favor of the Secured Party in order to carry out
the intentions of the parties hereto as nearly as may be possible;  and (ii) the
invalidity or unenforceability of any provision hereof in any jurisdiction shall
not  affect  the  validity  or  enforceability  of such  provision  in any other
jurisdiction.

         SECTION 8.8. Counterparts;  Effectiveness. This Agreement may be signed
in any number of counterparts, each of which shall be an original, with the same
effect as if the  signatures  thereto and hereto were upon the same  instrument.
This Agreement shall become effective when the Secured Party shall have received
counterparts hereof signed by itself and the Pledgor.




                            [SIGNATURES ON NEXT PAGE]



                                      -11-
<PAGE>

         IN WITNESS  WHEREOF,  the parties have caused this Agreement to be duly
executed as of the day and year first above written.

                            SPURLOCK FAMILY LIMITED PARTNERSHIP

                            By: Spurlock Family Corporation, its general partner


                            By: /s/ Harold N. Spurlock, Sr.
                                ------------------------------------------------
                                Harold N. Spurlock, Sr., President



                            SPURLOCK ADHESIVES, INC.



                            By: /s/ Phillip S. Sumpter
                                ------------------------------------------------
                            Its Chairman, CEO