Exhibit 10.51


                                                            [EXECUTION ORIGINAL]

                                 PROMISSORY NOTE

$375,000.00                                                   Richmond, Virginia
                                                                   April 8, 1998

         For  Value   Received,   the   undersigned   Spurlock   Family  Limited
Partnership,  a  Virginia  limited  partnership  (the  "Maker")  unconditionally
promises  to pay  to the  order  of  Spurlock  Adhesives,  Inc.  (including  any
subsequent  holder hereof,  the "Holder"),  without offset or deduction,  at 209
West Main Street, Waverly,  Virginia 23890, except as provided herein or at such
other place as the Holder may  designate,  the  principal  sum of Three  Hundred
Seventy-Five Thousand and No/100 Dollars  ($375,000.00),  together with interest
on the unpaid  principal  balance hereof from the date hereof until this Note is
paid in full. The unpaid principal  balance hereof shall bear interest at a rate
of nine percent (9%) per annum.

         Principal and interest hereunder shall be due and payable as follows:

         (a)     Interest  shall be payable  monthly,  in advance,  beginning on
                 April 8, 1998 and  consecutively  on the same  calendar  day of
                 each such month thereafter; and

         (b)     Principal  shall be  payable  in a single  payment  on April 8,
                 2001.

provided that, if not sooner paid,  all unpaid  principal and accrued but unpaid
interest  hereunder  shall be due and payable on the third (3rd)  anniversary of
the date of this Note. Interest shall be computed on the basis of a 365-day year
and shall be paid for the actual number of days elapsed.

         All payments made on account of the indebtedness evidenced by this Note
shall be made without  offset or deduction in lawful money of the United  States
of  America in  immediately  available  funds and shall be applied  first to the
payment of interest  accrued on the unpaid  principal  balance from time to time
remaining unpaid, and the remainder of such payments shall be applied on account
of principal.

         In the event any payment of  principal  or interest due under this Note
is made more than  fifteen  (15) days after the date when the same is due,  then
the Lender  shall be entitled to collect a "late  charge" in an amount  equal to
five percent (5%) of such payment.

         The Maker may prepay this Note in whole or in part at any time and from
time to time,  without  penalty.  Any  partial  prepayments  shall be  expressly
identified  as a  prepayment  and  shall be in an  amount  of not less  than Two
Thousand Five Hundred and No/100 Dollars ($2,500.00).

         The Maker hereby  expressly agrees that, upon default in the payment of
principal at maturity or after acceleration as herein provided,  the outstanding
principal  balance  shall  continue to bear interest at the rate of nine percent
(9%) per annum.

IMPORTANT NOTICE:  THIS INSTRUMENT  CONTAINS A CONFESSION OF JUDGMENT  PROVISION
WHICH  CONSTITUTES  A WAIVER OF  IMPORTANT  RIGHTS  YOU MAY HAVE AS A DEBTOR AND
ALLOWS THE CREDITOR TO OBTAIN A JUDGMENT AGAINST YOU WITHOUT ANY FURTHER NOTICE.


<PAGE>

         Until this Note has been  satisfied in full, the Maker shall provide to
the Holder annual  financial  statements on or before each  anniversary  of this
Note in such a form as the  Holder may  reasonably  prescribe,  which  financial
statements  shall be certified to be true and correct by the general  partner of
said partnership.

         This  Note  has  been  made  and is  delivered  pursuant  to a  certain
Settlement  Agreement (the  "Settlement  Agreement")  dated April 8, 1998 by and
among Spurlock  Industries,  Inc.,  Spurlock  Adhesives,  Inc.,  Spurlock Family
Limited  Partnership,  H.  Norman  Spurlock,  Jr.  and Harold N.  Spurlock,  Sr.
regarding (a) the settlement of certain claims by Spurlock Industries,  Inc. and
Spurlock Adhesives, Inc. against H. Norman Spurlock, Jr. with respect to certain
actions of H. Norman  Spurlock,  Jr. while  serving as an officer,  director and
employee of Spurlock Industries, Inc. and Spurlock Adhesives, Inc., respectively
and (b) the  redemption by the Maker of H. Norman  Spurlock,  Jr.'s  partnership
interest  in the  Maker.  Accordingly,  the  Maker  hereof  represents  that the
obligation represented by this Note is for business purposes.

         This Note is  secured as  provided  in a certain  Pledge  and  Security
Agreement  (the  "Pledge and  Security  Agreement"),  dated April 8, 1998 by and
between Spurlock Adhesives, Inc. and the Spurlock Family Limited Partnership and
as further  provided in a certain  Unconditional  Guaranty  (the  "Unconditional
Guaranty"),   dated  April  8,  1998  executed  by  Harold  N.   Spurlock,   Sr.
("Guarantor") in favor of the Holder.

         The entire principal amount hereof, together with all accrued interest,
shall immediately become due and payable (without demand for payment,  notice of
nonpayment (except as provided below), presentment, notice of dishonor, protest,
notice of protest,  or any other notice or demand, all of which the Maker hereby
waives) at the option of the Holder upon the  occurrence of a Default  hereunder
(failure to exercise  this option shall not  constitute a waiver of the right to
exercise the same in the event of any subsequent Default). A "Default" hereunder
shall be deemed to have occurred if any one or more of the following occurs:

         (a)     The Maker fails to pay when due any installment of principal or
                 interest on this Note and such  failure  shall  continue  for a
                 period of ten (10) days  after  notice  of  non-payment  by the
                 Holder to the Maker;

         (b)     Spurlock Family Limited  Partnership has breached any provision
                 of this Note,  other than item (a)  immediately  above and such
                 breach  shall  continue  for a period  of ten (10)  days  after
                 notice of non-payment by the Holder to the Maker;

         (c)     Any of Spurlock Family Limited Partnership or the Guarantor, as
                 applicable,  shall have breached a provision of the  Settlement
                 Agreement or defaulted under the Pledge and Security  Agreement
                 or the  Unconditional  Guaranty  (collectively,  this Note, the
                 Settlement Agreement, the Pledge and Security Agreement and the
                 Unconditional   Guaranty   are  herein   referred   to  as  the
                 "Settlement Documents");


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<PAGE>

         (d)     Discovery that any  representation,  warranty or statement made
                 in any of the Settlement  Documents or any certificate,  report
                 or opinion delivered pursuant hereto or in connection  herewith
                 was incorrect, incomplete or misleading in any material respect
                 on or as of the date made or deemed made;

         (e)     A change of greater than twenty-five percent (25%) in ownership
                 interest  shall occur in the  ownership  or control of Spurlock
                 Family  Limited  Partnership  or  Spurlock  Family  Corporation
                 (except  (i)  as  expressly   contemplated  in  the  Settlement
                 Documents,  or (ii) a change resulting from the death of one or
                 more partners);

         (f)     Spurlock  Family  Limited  Partnership  dissolves,  terminates,
                 merges, reorganizes,  consolidates, changes its general partner
                 or sells or  otherwise  transfers  a  material  portion  of its
                 assets  (except as  expressly  contemplated  in the  Settlement
                 Documents);

         (g)     Spurlock  Family  Corporation  dissolves,  terminates,  merges,
                 reorganizes,  consolidates,  sells  or  otherwise  transfers  a
                 material   portion   of  its  assets   (except   as   expressly
                 contemplated in the Settlement Documents);

         (h)     Spurlock Family Limited  Partnership  shall: (i) make a general
                 assignment for the benefit of creditors,  (ii) file a petition,
                 pleading or motion  under any  bankruptcy  or other law for the
                 relief or aid of debtors seeking  reorganization,  liquidation,
                 dissolution  or other relief as a debtor or (iii) consent to or
                 acquiesce  in  the   appointment  of  a  receiver,   custodian,
                 liquidator, trustee or other similar official, for the whole or
                 any  substantial  part of its  assets,  or for any  part of any
                 collateral securing this Note; or

         (i)     A  petition,  pleading  or motion  shall be filed  (i)  against
                 Spurlock  Family  Limited  Partnership  under any bankruptcy or
                 other  law  for  the  relief  of  or  aid  of  debtors  seeking
                 reorganization, liquidation, dissolution or other debtor relief
                 for  such  person  or  (ii)  seeking  to  appoint  a  receiver,
                 custodian,  liquidator,  trustee or other similar  official for
                 Spurlock  Family  Limited  Partnership,  for the  whole  or any
                 substantial  part  of  its  assets,  or  for  any  part  of any
                 collateral  securing this Note, and such petition,  pleading or
                 motion is not  dismissed  within  thirty  (30)  days  after the
                 filing thereof,  or any order for relief or appointment entered
                 as a result of the filing of such petition,  pleading or motion
                 is not stayed within seven (7) days after the entry thereof.

         In the event that the Maker  fails to pay in full any  installment  due
hereunder on or before its due date,  in addition to the  penalty,  interest and
acceleration  provisions herein set forth, the Maker agrees to pay all costs and
expenses incurred by the Holder in connection with the enforcement of this Note,
the  collection of the  indebtedness  evidenced  hereby,  the  collection of any
judgment rendered hereon,  and/or the defense of any claim arising out of, or in
any  way  related  to  this  Note,  including,  without  limitation,  reasonable
attorneys' fees.


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<PAGE>

         The Maker, any co-maker,  or endorser of, or grantor of collateral with
respect to,  this Note and all others who may become  liable for all or any part
of this obligation,  agree hereby to be jointly and severally bound, and jointly
and  severally  waive and renounce  any and all  homestead  and other  exemption
rights and the benefit of all valuation and  appraisement  privileges as against
the debt or any renewal or extension thereof, and further waive demand, protest,
notice of non-payment (except as otherwise provided herein) and any and all lack
of  diligence or delays in  collection  or  enforcement  hereof,  and  expressly
consent  to any  extension  of  time,  release  of any  party  liable  for  this
obligation,  release of any of the collateral for this Note, acceptance of other
collateral for this Note, or any other indulgence or forbearance whatsoever. Any
such extension, release, modification, indulgence or forbearance under this Note
may be made without  notice to such party and without in any way  affecting  the
personal liability of such party.

         THE  UNDERSIGNED,   SPURLOCK  FAMILY  LIMITED  PARTNERSHIP,  HAS  MADE,
CONSTITUTED AND APPOINTED, AND BY THESE PRESENTS DOES HEREBY IRREVOCABLY APPOINT
W.  SCOTT  STREET,   III  AND  WILLIAM  L.  PITMAN,   AS  ITS  TRUE  AND  LAWFUL
ATTORNEYS-IN-FACT,  EITHER OF WHOM IS HEREBY  AUTHORIZED FOR THE UNDERSIGNED AND
IN THE NAME OF THE  UNDERSIGNED TO CONFESS  JUDGMENT  AGAINST THE UNDERSIGNED IN
FAVOR OF THE HOLDER OF THIS NOTE IN THE CLERK'S  OFFICE OF THE CIRCUIT  COURT OF
THE CITY OF RICHMOND, VIRGINIA OR IN ANY OTHER COURT OF PROPER JURISDICTION, FOR
THE UNPAID BALANCE OF THE  INDEBTEDNESS  EVIDENCED BY THIS NOTE,  PLUS INTEREST,
COSTS, EXPENSES AND ATTORNEYS' FEES AS SPECIFIED HEREIN UPON THE OCCURRENCE OF A
DEFAULT  UNDER THIS NOTE.  THIS POWER OF  ATTORNEY  IS A POWER  COUPLED  WITH AN
INTEREST.  THIS  POWER OF  ATTORNEY  SHALL  NOT  TERMINATE  IN THE  EVENT OF THE
DISSOLUTION OF SPURLOCK FAMILY LIMITED PARTNERSHIP.

         The  undersigned  stipulates  that this Note shall be  governed  by and
construed under the laws of the Commonwealth of Virginia,  without  reference to
its conflicts of laws provisions.

         No amendment, modification,  termination, or waiver of any provision of
this Note,  nor any consent to any  departure by the Maker from any term of this
Note,  shall in any event be effective unless it is in writing and signed by the
party against whom such action is sought to be enforced, and then such waiver or
consent  shall be effective  only in the specific  instance and for the specific
purpose given.  In the event that any provision of this Note is determined to be
invalid or unenforceable,  such invalidity or unenforceability  shall not affect
the validity or enforceability of the remaining provisions of this Note.


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<PAGE>

         All  notices,  requests and demands to or upon the  respective  parties
shall be in  writing  and  shall  be  deemed  to have  been  given or made  when
delivered in person or received via  certified  mail,  postage  prepaid,  return
receipt requested, addressed:

         In the case of the Holder to:     Spurlock Adhesives, Inc.
                                           209 West Main Street
                                           Waverly, Virginia  23890
                                           Attention:  Mr. Phillip S. Sumpter

         with a copy to:                   William L. Pitman, Esquire
                                           Williams, Mullen, Christian & Dobbins
                                           1021 East Cary Street, 16th Floor
                                           Richmond, Virginia  23219

         In the case of the Maker to:      Spurlock Family Limited Partnership
                                           c/o Harold N. Spurlock, Sr.
                                           1616 Blair Road
                                           Petersburg, Virginia  23805

         with a copy to:                   Hugh M. Fain, III, Esquire
                                           Spotts, Smith, Fain & Buis
                                           411 East Franklin Street, Suite 601
                                           Richmond, Virginia  23219

or to such other  addresses as may be specified by any party in a written notice
given to the other parties.

         This  Note  shall  apply  to and  bind the  Maker,  and its  respective
successors and assigns.


                            [SIGNATURES ON NEXT PAGE]



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<PAGE>


         WITNESS the following signature.

                                     MAKER:


                                     SPURLOCK FAMILY LIMITED PARTNERSHIP

                                     By:  Spurlock Family Corporation,
                                             Its General Partner


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

                                     EIN:
                                     Address: 5090 General Mahone Highway
                                              Waverly, Virginia 23890

COMMONWEALTH OF VIRGINIA,

CITY/COUNTY OF RICHMOND, to wit:


         The foregoing instrument was acknowledged before me, a notary public in
and for the jurisdiction  aforesaid,  this 10th day of April, 1998, by Harold N.
Spurlock,  Sr., President of Spurlock Family  Corporation,  which is the General
Partner of Spurlock Family Limited Partnership, on behalf of the partnership.


                                             /s/
                                             -----------------------------------
                                             Notary Public


My commission expires: 01/31/2000
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