RECORDATION REQUESTED BY:

     JAMES RIVER BANK
     209 W MAIN STREET
     P. 0. BOX 47
     WAVERLY, VA 23890-0047

WHEN RECORDED MAIL TO:
     JAMES RIVER BANK
     209 W MAIN STREET
     P. 0. BOX 47
    WAVERLY, VA 23890-0047


                                                FOR RECORDER'S USE ONLY
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         This Deed of Trust prepared by: JAMES RIVER BANK, WAVERLY, VIRGINIA

                                  DEED OF TRUST
                       THIS IS A CREDIT LINE DEED OF TRUST
                      Maximum aggregate amount of principal
                to be secured hereby at any one time: $92,000.00

                 Name and address of Noteholder secured hereby:
                                JAMES RIVER BANK
                               209 W. MAIN STREET
                                   P.O. BOX 47
                             WAVERLY, VA 23890-0047

THIS  DEED OF  TRUST  IS DATED  OCTOBER  23,  1998,  among  SPURLOCK  ADHESIVES,
INCORPORATED,  whose  address  is 125 Bank St.  P.O.  Box 8,  Waverly,  VA 23890
(referred to below as "Grantor"); JAMES RIVER BANK, whose address is 209 W. MAIN
STREET,  P.0. BOX 47,  WAVERLY,  VA 23890-0047  (referred to below  sometimes as
"Lender" and sometimes as "Beneficiary");  and O. LeRoy STABLES, Jr. and/or Andy
CONDLIN,  1021 E. CARY ST. TOO JAMES CENTER,  PO. BOX 1320,  Richmond,  VA 23210
("Grantee,"  also referred to below as "Trustee"),  whose address is 209 W. Main
St. and 1021 E. Cary St. Too James Center, Richmond, VA 23210.

CONVEYANCE AND GRANT. For valuable  consideration,  Grantor conveys,  transfers,
encumbers  and  pledges  and  assigns  to Trustee  for the  benefit of Lender as
Beneficiary,  all of Grantor's present and future right,  title, and interest in
and to the  following  described  real  property,  together with all existing or
subsequently  erected or  affixed  buildings,  improvements  and  fixtures;  all
easements,  rights of way, and  appurtenances;  and all rights,  royalties,  and
profits  relating  to  the  real  property,  including  without  limitation  all
minerals,  oil, gas,  geothermal and similar matters,  located in Sussex County,
Virginia, Commonwealth of Virginia (the "Real Properly"):

         See "Schedule A" attached.

The Real Properly or its address is commonly known as 125 Bank St., Waverly,  VA
23890.

Grantor presently assigns  absolutely and irrevocably to Lender all of Grantor's
right,  title,  and  interest  in and to all  present  and future  leases of the
Property and all Rents from the Property.  In addition,  Grantor grants Lender a
Uniform Commercial Code security interest in the Rents and the Personal Property
defined below.

DEFINITIONS.  The following words shall have the following meanings when used in
this Deed of Trust. Terms not otherwise defined in this Deed of Trust shall have
the  meanings  attributed  to such terms in the  Uniform  Commercial  Code.  All
references  to dollar  amounts  shall mean amounts in lawful money of the United
States of America.

     Beneficiary.  The word "Beneficiary" means JAMES RIVER BANK, its successors
     and assigns.

     Deed of Trust.  The words  "Deed of  Trust"  mean this Deed of Trust  among
     Grantor, Lender, and Trustee.

     Grantor.  The  word  "Grantor"  means  any and  all  persons  and  entities
     executing  this  Deed  of  Trust,  including  without  limitation  SPURLOCK
     ADHESIVES, INCORPORATED.

     Guarantor.  The word "Guarantor" means and includes without  limitation any
     and all guarantors,  sureties, and accommodation parties in connection with
     the  Indebtedness  and  their  personal  representatives,   successors  and
     assigns.

     Improvements. The word "Improvements" means and includes without limitation
     all existing and future improvements,  buildings,  structures, mobile homes
     affixed on the Real Property, facilities, additions, replacements and other
     construction on the Real Property.

     Indebtedness.  The word  "Indebtedness"  means all  principal and interest,
     together with all other fees, costs and charges,  if any, payable under the
     Note  and  any  amounts   expended  or  advanced  by  Lender  to  discharge
     obligations of Grantor or expenses incurred by Trustee or Lender to enforce
     obligations of Grantor under this Deed of Trust,  together with interest on
     such  amounts as provided  in this Deed of Trust.  In addition to the Note,
     the word  "Indebtedness"  includes all obligations,  debts and liabilities,
     plus interest

<PAGE>

10-23-1998                        DEED OF TRUST                           Page 2
Loan No BL14117                    (Continued)
================================================================================

     thereon,  of Grantor to Lender,  or any one or more of them, as well as all
     claims by Lender against Grantor,  or any one or more of them,  whether now
     existing or hereafter arising,  whether related or unrelated to the purpose
     of the  Note,  whether  voluntary  or  otherwise,  whether  due or not due,
     absolute or contingent,  liquidated or unliquidated and whether Grantor may
     be liable  individually  or  jointly  with  others,  whether  obligated  as
     guarantor or otherwise,  and whether recovery upon such Indebtedness may be
     or hereafter may become barred by any statute of  limitations,  and whether
     such  Indebtedness may be or hereafter may become otherwise  unenforceable.
     In addition to the amounts  specified in the Note,  this Deed of Trust also
     secures future advances.  The maximum principal amount secured by this Deed
     of Trust is $92,000.00 plus interest and costs of collection.

     Lender.  The word  "Lender"  means  JAMES RIVER BANK,  its  successors  and
     assigns.

     Note.  The word  "Note"  means the Note  dated  October  23,  1998,  in the
     principal  amount of $92,000.00  from Grantor to Lender,  together with all
     renewals,  extensions,  modifications,  refinancings, and substitutions for
     the Note.

     Personal  Property.  The  words  "Personal  Property"  mean all  equipment,
     fixtures, and other articles of personal property now or hereafter owned by
     Grantor,  and now or  hereafter  attached or affixed to the Real  Property;
     together with all accessions, parts, and additions to, all replacements of,
     and all  substitutions  for, any of such  property;  and together  with all
     proceeds  (including  without limitation all insurance proceeds and refunds
     of premiums) from any sale or other disposition of the Property.

     Property.  The word "Property" means collectively the Real Property and the
     Personal Property.

     Real Property.  The words "Real Property" mean the property,  interests and
     rights described above in the "Conveyance and Grant" section.

     Related Documents.  The words "Related  Documents" mean and include without
     limitation  all  promissory  notes,  credit  agreements,  loan  agreements,
     environmental agreements, guaranties, security agreements, mortgages, deeds
     of trust, and all other instruments,  agreements and documents, whether now
     or hereafter existing, executed in connection with the Indebtedness.

     Rents.  The word  "Rents"  means all  present and future  rents,  revenues,
     income,  issues,  royalties,  profits,  and other benefits derived from the
     Property.

     Trustee.  The word  "Trustee"  means O.  LeRoy  STABLES,  Jr.  and/or  Andy
     CONDLIN,  1021 E. CARY ST. TOO JAMES CENTER,  P.O. BOX 1320,  Richmond,  VA
     23210 and any substitute or successor trustees.  If more than one person is
     named as trustee, the word "Trustee" means each such person.

THIS DEED OF TRUST,  INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST
IN THE RENTS  AND  PERSONAL  PROPERTY,  IS GIVEN TO SECURE  (1)  PAYMENT  OF THE
INDEBTEDNESS AND (2) PERFORMANCE OF ANY AND ALL OBLIGATIONS OF GRANTOR UNDER THE
NOTE, THE RELATED DOCUMENTS, AND THIS DEED OF TRUST. THIS DEED OF TRUST IS GIVEN
AND ACCEPTED ON THE FOLLOWING TERMS:

PAYMENT AND  PERFORMANCE.  Except as  otherwise  provided in this Deed of Trust,
Grantor  shall pay to Lender all  amounts  secured by this Deed of Trust as they
become due, and shall  strictly and in a timely manner  perform all of Grantor's
obligations under the Note, this Deed of Trust, and the Related Documents.

POSSESSION  AND  MAINTENANCE  OF THE  PROPERTY.  Grantor  agrees that  Grantor's
possession  and  use  of  the  Properly  shall  be  governed  by  the  following
provisions:

     Possession and Use.  Until the  occurrence of an Event of Default,  Grantor
     may (a) remain in possession and control of the Property,  (b) use, operate
     or manage the Property, and (c) collect any Rents from the Property.

     Duty to  Maintain.  Grantor  shall  maintain  the  Property  in  tenantable
     condition and promptly perform all repairs,  replacements,  and maintenance
     necessary to preserve its value.

     Hazardous Substances.  The terms "hazardous waste," "hazardous  substance,"
     "disposal,"  "release," and  "threatened  release," as used in this Deed of
     Trust,  shall  have the same  meanings  as set  forth in the  Comprehensive
     Environmental  Response,  Compensation,  and  Liability  Act  of  1980,  as
     amended,  42  U.S.C.  Section  9601,  et  seq.  ("CERCLA"),  the  Superfund
     Amendments and  Reauthorization  Act of 1986, Pub. L. No. 99-499  ("SARA"),
     the  Hazardous  Materials  Transportation  Act, 49 U.S.C.  Section 1801, et
     seq., the Resource  Conservation and Recovery Act, 42 U.S.C.  Section 6901,
     et seq., or other applicable  state or Federal laws,  rules, or regulations
     adopted pursuant to any of the foregoing.  The terms "hazardous  waste" and
     "hazardous substance" shall also include, without limitation, petroleum and
     petroleum  by-products  or  any  fraction  thereof  and  asbestos.  Grantor
     represents  and warrants to Lender that: (a) During the period of Grantor's
     ownership of the Property, there has been no use, generation,  manufacture,
     storage,  treatment,   disposal,  release  or  threatened  release  of  any
     hazardous  waste or  substance by any person on,  under,  about or from the
     Property;  (b) Grantor has no knowledge of, or reason to believe that there
     has been,  except as previously  disclosed to and acknowledged by Lender in
     writing,  (i)  any  use,  generation,   manufacture,   storage,  treatment,
     disposal,  release,  or  threatened  release  of  any  hazardous  waste  or
     substance  on,  under,  about or from the  Properly by any prior  owners or
     occupants of the Property or (ii) any actual or  threatened  litigation  or
     claims of any kind by any person  relating to such matters;  and (c) Except
     as  previously  disclosed  to and  acknowledged  by Lender in writing,  (i)
     neither Grantor nor any tenant, contractor,  agent or other authorized user
     of the Property shall use, generate, manufacture, store, treat, dispose of,
     or release any hazardous  waste or substance  on, under,  about or from the
     Property and (ii) any such activity  shall be conducted in compliance  with
     all applicable federal,  state, and local laws, regulations and ordinances,
     including  without  limitation  those  laws,  regulations,  and  ordinances
     described above. Grantor authorizes Lender and its agents to enter upon the
     Property to make such inspections and tests, at


<PAGE>

10-23-1998                        DEED OF TRUST                           Page 2
Loan No BL14117                    (Continued)
================================================================================

     Grantor's expense,  as Lender may deem appropriate to determine  compliance
     of the Property with this section of the Deed of Trust.  Any inspections or
     tests made by Lender shall be for Lender's  purposes  only and shall not be
     construed to create any  responsibility  or liability on the part of Lender
     to Grantor  or to any other  person.  The  representations  and  warranties
     contained herein are based on Grantor's due diligence in investigating  the
     Property for hazardous waste and hazardous  substances.  Grantor hereby (a)
     releases  and waives any future  claims  against  Lender for  indemnity  or
     contribution in the event Grantor becomes liable for cleanup or other costs
     under any such laws,  and (b) agrees to indemnity and hold harmless  Lender
     against any and all claims, losses,  liabilities,  damages,  penalties, and
     expenses  which  Lender  may  directly  or  indirectly  sustain  or  suffer
     resulting  from a  breach  of this  section  of the  Deed of  Trust or as a
     consequence of any use, generation, manufacture, storage, disposal, release
     or threatened  release of a hazardous waste or substance on the properties.
     The  provisions  of this  section  of the  Deed  of  Trust,  including  the
     obligation to indemnify,  shall survive the payment of the Indebtedness and
     the  satisfaction  and  reconveyance  of the lien of this Deed of Trust and
     shall not be  affected  by  Lender's  acquisition  of any  interest  in the
     Property, whether by foreclosure or otherwise.

     Nuisance,  Waste.  Grantor shall not cause,  conduct or permit any nuisance
     nor  commit,  permit,  or  suffer  any  stripping  of or waste on or to the
     Property or any portion of the Property. Without limiting the generality of
     the  foregoing,  Grantor  will not remove,  or grant to any other party the
     right to remove, any timber, minerals (including oil and gas), soil, gravel
     or rock products without the prior written consent of Lender.

     Removal  of  Improvements.   Grantor  shall  not  demolish  or  remove  any
     Improvements  from the Real Property  without the prior written  consent of
     Lender.  As a  condition  to the  removal of any  Improvements,  Lender may
     require Grantor to make arrangements satisfactory to Lender to replace such
     Improvements with Improvements of at least equal value.

     Lender's  Right to Enter.  Lender and its agents  and  representatives  may
     enter upon the Real Property at all reasonable  times to attend to Lender's
     interests and to inspect the Property for purposes of Grantor's  compliance
     with the terms and conditions of this Deed of Trust.

     Compliance with  Governmental  Requirements.  Grantor shall promptly comply
     with all laws, ordinances, and regulations,  now or hereafter in effect, of
     all  governmental  authorities  applicable  to the use or  occupancy of the
     Property,  including  without  limitation,  the Americans With Disabilities
     Act.  Grantor  may  contest  in good  faith  any such  law,  ordinance,  or
     regulation  and  withhold  compliance  during  any  proceeding,   including
     appropriate  appeals,  so long as Grantor  has  notified  Lender in writing
     prior to  doing  so and so long as,  in  Lender's  sole  opinion,  Lender's
     interests in the Property are not  jeopardized.  Lender may require Grantor
     to post  adequate  security or a surety bond,  satisfactory  to Lender,  to
     protect Lender's interest.

     Duty to Protect. Grantor agrees neither to abandon nor leave unattended the
     Property.  Grantor  shall do all other acts,  in addition to those acts set
     forth  above  in this  section,  which  from the  character  and use of the
     Property are necessary to protect and preserve the Property.

DUE ON SALE - CONSENT BY LENDER.  NOTICE - THE DEBT SECURED HEREBY IS SUBJECT TO
CALL IN  FULL OR THE  TERMS  THEREOF  BEING  MODIFIED  IN THE  EVENT  OF SALE OR
CONVEYANCE  OF  THE  PROPERTY  CONVEYED.  Lender  may,  at its  option,  declare
immediately due and payable all sums secured by this Deed of Trust upon the sale
or transfer,  without the Lender's prior written consent,  of all or any part of
the Real Property,  or any interest in the Real  Property.  A "sale or transfer"
means the conveyance of Real Property or any right,  title or interest  therein;
whether  legal,  beneficial  or  equitable;  whether  voluntary or  involuntary;
whether by outright  sale,  deed,  installment  sale  contract,  land  contract,
contract for deed,  leasehold interest with a term greater than three (3) years,
lease-option  contract,  or by sale,  assignment,  or transfer of any beneficial
interest in or to any land trust holding title to the Real  Property,  or by any
other  method of  conveyance  of Real  Property  interest.  If any  Grantor is a
corporation,  partnership or limited liability  company,  transfer also includes
any change in ownership  of more than  twenty-five  percent  (25%) of the voting
stock, partnership interests or limited liability company interests, as the case
may be, of Grantor.  However,  this option  shall not be  exercised by Lender if
such exercise is prohibited by federal law or by Virginia law.

TAXES AND LIENS. The following provisions relating to the taxes and liens on the
Property are a part of this Deed of Trust.

     Payment.   Grantor  shall  pay  when  due  (and  in  all  events  prior  to
     delinquency)  all taxes,  special taxes,  assessments,  charges  (including
     water and sewer), fines and impositions levied against or on account of the
     Property,  and  shall  pay when  due all  claims  for  work  done on or for
     services  rendered or material  furnished to the  Property.  Grantor  shall
     maintain the Property  free of all liens having  priority  over or equal to
     the  interest  of Lender  under this Deed of Trust,  except for the lien of
     taxes and assessments not due and except as otherwise provided in this Deed
     of Trust.

     Right To Contest.  Grantor may withhold payment of any tax, assessment,  or
     claim in connection  with a good faith dispute over the  obligation to pay,
     so long as Lender's interest in the Property is not jeopardized.  If a lien
     arises or is filed as a result of nonpayment,  Grantor shall within fifteen
     (15) days after the lien arises or, if a lien is filed, within fifteen (15)
     days after  Grantor has notice of the filing,  secure the  discharge of the
     lien,  or if requested by Lender,  deposit with Lender cash or a sufficient
     corporate surety bond or other security satisfactory to Lender in an amount
     sufficient  to  discharge  the lien plus any costs and  attorneys'  fees or
     other charges that could accrue as a result of a foreclosure  or sale under
     the lien. In any contest,  Grantor shall defend itself and Lender and shall
     satisfy any  adverse  judgment  before  enforcement  against the  Property.
     Grantor  shall name Lender as an  additional  obligee under any surety bond
     furnished in the contest proceedings.

     Evidence  of  Payment.   Grantor  shall  upon  demand   furnish  to  Lender
     satisfactory  evidence  of  payment of the taxes or  assessments  and shall
     authorize the appropriate governmental official to deliver to Lender at any
     time a written statement of the taxes and assessments against the Property.

     Notice of  Construction.  Grantor shall notify Lender at least fifteen (15)
     days before any work is  commenced,  any  services  are  furnished,  or any
     materials  are  supplied  to  the  Property,   if  any   mechanic's   lien,
     materialmen's lien, or other lien could be asserted

<PAGE>

10-23-1998                        DEED OF TRUST                           Page 4
Loan No BL14117                    (Continued)
================================================================================

     on account of the work, services,  or materials.  Grantor will upon request
     of Lender furnish to Lender advance assurances  satisfactory to Lender that
     Grantor can and will pay the cost of such improvements.

PROPERTY DAMAGE  INSURANCE.  The following  provisions  relating to insuring the
Property are a part of this Deed of Trust.

     Maintenance  of Insurance.  Grantor shall procure and maintain  policies of
     fire  insurance  with  standard   extended   coverage   endorsements  on  a
     replacement basis for the full insurable value covering all Improvements on
     the Real  Property  in an amount  sufficient  to avoid  application  of any
     coinsurance  clause,  and  with a  standard  mortgagee  clause  in favor of
     Lender.  Grantor  shall also  procure and  maintain  comprehensive  general
     liability  insurance  in such  coverage  amounts as Lender may request with
     trustee and Lender  being named as  additional  insureds in such  liability
     insurance  policies.  Additionally,   Grantor  shall  maintain  such  other
     insurance,  including but not limited to hazard, business interruption, and
     boiler insurance, as Lender may require. Policies shall be written in form,
     amounts,  coverages and basis  acceptable to Lender and issued by a company
     or companies  acceptable to Lender.  Grantor,  upon request of Lender, will
     deliver  to  Lender  from  time to time the  policies  or  certificates  of
     insurance  in form  satisfactory  to Lender,  including  stipulations  that
     coverages will not be cancelled or diminished  without at least twenty (20)
     days' prior  written  notice to Lender.  Each  insurance  policy also shall
     include an endorsement  providing that coverage in favor of Lender will not
     be  impaired  in any way by any act,  omission or default of Grantor or any
     other  person.  Should the Real  Property at any time become  located in an
     area designated by the Director of the Federal Emergency  Management Agency
     as a special  flood  hazard  area,  Grantor  agrees to obtain and  maintain
     Federal Flood Insurance for the full unpaid principal  balance of the loan,
     up to the maximum  policy  limits set under the  National  Flood  Insurance
     Program, or as otherwise required by Lender, and to maintain such insurance
     for the term of the loan.

     Application of Proceeds.  Grantor shall promptly  notify Lender of any loss
     or damage to the  Property.  Lender may make proof of loss if Grantor fails
     to do so within fifteen (15) days of the casualty.  Whether or not Lender's
     security is impaired,  Lender may, at its election,  receive and retain the
     proceeds of any  insurance  and apply the proceeds to the  reduction of the
     Indebtedness,   payment  of  any  lien  affecting  the  Property,   or  the
     restoration  and  repair of the  Property.  If  Lender  elects to apply the
     proceeds to  restoration  and repair,  Grantor  shall repair or replace the
     damaged  or  destroyed  Improvements  in a manner  satisfactory  to Lender.
     Lender shall, upon satisfactory proof of such expenditure, pay or reimburse
     Grantor from the proceeds for the reasonable  cost of repair or restoration
     if Grantor is not in default under this Deed of Trust.  Any proceeds  which
     have not been  disbursed  within 180 days  after  their  receipt  and which
     Lender has not committed to the repair or restoration of the Property shall
     be used first to pay any amount  owing to Lender  under this Deed of Trust,
     then to pay accrued interest,  and the remainder,  if any, shall be applied
     to the principal balance of the Indebtedness.  If Lender holds any proceeds
     after payment in full of the  Indebtedness,  such proceeds shall be paid to
     Grantor as Grantor's interests may appear.

     Unexpired  Insurance at Sale.  Any unexpired  insurance  shall inure to the
     benefit of, and pass to, the purchaser of the Property covered by this Deed
     of Trust at any trustee's  sale or other sale held under the  provisions of
     this Deed of Trust, or at any foreclosure sale of such Property.

     Grantor's  Report on  Insurance.  Upon request of Lender,  however not more
     than once a year, Grantor shall furnish to Lender a report on each existing
     policy of insurance  showing:  (a) the name of the  insurer;  (b) the risks
     insured;  (c) the amount of the policy; (d) the property insured,  the then
     current  replacement value of such property,  and the manner of determining
     that value; and (e) the expiration date of the policy.  Grantor shall, upon
     request of Lender,  have an independent  appraiser  satisfactory  to Lender
     determine the cash value replacement cost of the Property.

EXPENDITURES  BY LENDER.  If Grantor  fails to comply with any provision of this
Deed of Trust, or if any action or proceeding is commenced that would materially
affect Lender's  interests in the Property,  Lender on Grantor's behalf may, but
shall not be required  to, take any action that Lender  deems  appropriate.  Any
amount that Lender  expends in so doing will bear  interest at the rate provided
for in the  Note  from  the  date  incurred  or paid by  Lender  to the  date of
repayment by Grantor. All such expenses, at Lender's option, will (a) be payable
on demand,  (b) be added to the balance of the Note and be apportioned among and
be payable  with any  installment  payments to become due during  either (i) the
term of any applicable  insurance policy or (ii) the remaining term of the Note,
or (c) be treated  as a balloon  payment  which  will be due and  payable at the
Note's  maturity.  This Deed of Trust also will secure payment of these amounts.
The rights  provided  for in this  paragraph  shall be in  addition to any other
rights or any  remedies  to which  Lender  may be  entitled  on  account  of the
default.  Any such action by Lender shall not be construed as curing the default
so as to bar Lender from any remedy that it otherwise would have had.

WARRANTY;  DEFENSE OF TITLE. The following  provisions  relating to ownership of
the Property are a part of this Deed of Trust.

     Title.  Grantor  warrants  generally  that:  (a)  Grantor  holds  good  and
     marketable title to the Property in fee simple, free and clear of all liens
     and  encumbrances   other  than  those  set  forth  in  the  Real  Property
     description or in any title insurance policy,  title report, or final title
     opinion issued in favor of, and accepted by, Lender in connection with this
     Deed of Trust, and (b) Grantor has the full right,  power, and authority to
     execute and deliver this Deed of Trust to Lender.

     Defense of Title.  Subject to the exception in the paragraph above, Grantor
     warrants  and will  forever  defend the title to the  Property  against the
     lawful  claims of all  persons.  In the event any action or  proceeding  is
     commenced  that  questions  Grantor's  title or the  interest of Trustee or
     Lender  under  this Deed of  Trust,  Grantor  shall  defend  the  action at
     Grantor's expense. Grantor may be the nominal party in such proceeding, but
     Lender  shall  be  entitled  to  participate  in the  proceeding  and to be
     represented  in the  proceeding  by counsel of  Lender's  own  choice,  and
     Grantor will deliver, or cause to be delivered,  to Lender such instruments
     as Lender may request from time to time to permit such participation.

     Compliance With Laws.  Grantor warrants that the Property and Grantor's use
     of the Property complies with all existing applicable laws, ordinances, and
     regulations of governmental authorities.

CONDEMNATION.  The following provisions relating to condemnation proceedings are
a part of this Deed of Trust.

<PAGE>


10-23-1998                        DEED OF TRUST                           Page 2
Loan No BL14117                    (Continued)
================================================================================


     Application  of  Net  Proceeds.  If  all or any  part  of the  Property  is
     condemned by eminent domain proceedings or by any proceeding or purchase in
     lieu of  condemnation,  Lender may at its election  require that all or any
     portion of the net proceeds of the award be applied to the  Indebtedness or
     the repair or  restoration  of the Property.  The net proceeds of the award
     shall mean the award after payment of all reasonable costs,  expenses,  and
     attorneys'  fees  incurred  by  Trustee  or Lender in  connection  with the
     condemnation.

     Proceedings.  If any  proceeding in  condemnation  is filed,  Grantor shall
     promptly  notify Lender in writing,  and Grantor  shall  promptly take such
     steps as may be  necessary  to defend  the  action  and  obtain  the award.
     Grantor may be the nominal  party in such  proceeding,  but Lender shall be
     entitled to  participate  in the  proceeding  and to be  represented in the
     proceeding by counsel of its own choice,  and Grantor will deliver or cause
     to be delivered to Lender such  instruments  as may be requested by it from
     time to time to permit such participation.

IMPOSITION OF TAXES, FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following
provisions  relating to governmental  taxes, fees and charges are a part of this
Deed of Trust:

     Current  Taxes,  Fees and Charges.  Upon request by Lender,  Grantor  shall
     execute such  documents in addition to this Deed of Trust and take whatever
     other action is requested by Lender to perfect and continue  Lender's  lien
     on the Real  Property.  Grantor shall  reimburse  Lender for all taxes,  as
     described  below,   together  with  all  expenses  incurred  in  recording,
     perfecting or continuing this Deed of Trust,  including without  limitation
     all taxes,  fees,  documentary  stamps,  and other charges for recording or
     registering this Deed of Trust.

     Taxes.  The following shall constitute taxes to which this section applies:
     (a) a specific  tax upon this type of Deed of Trust or upon all or any part
     of the  Indebtedness  secured by this Deed of Trust;  (b) a specific tax on
     Grantor  which  Grantor is authorized or required . to deduct from payments
     on the  Indebtedness  secured  by this type of Deed of Trust;  (c) a tax on
     this type of Deed of Trust  chargeable  against the Lender or the holder of
     the Note; and (d) a specific tax on all or any portion of the  Indebtedness
     or on payments of principal and interest made by Grantor.

     Subsequent  Taxes.  If any tax to which  this  section  applies  is enacted
     subsequent  to the date of this Deed of Trust,  this  event  shall have the
     same  effect as an Event of  Default  (as  defined  below),  and Lender may
     exercise  any or all of its  available  remedies for an Event of Default as
     provided  below  unless  Grantor  either (a) pays the tax before it becomes
     delinquent,  or (b)  contests  the tax as  provided  above in the Taxes and
     Liens  section and  deposits  with Lender  cash or a  sufficient  corporate
     surety bond or other security satisfactory to Lender.

SECURITY AGREEMENT;  FINANCING STATEMENTS.  The following provisions relating to
this Deed of Trust as a security agreement are a part of this Deed of Trust.

     Security  Agreement.  This instrument shall constitute a security agreement
     to the extent any of the Properly  constitutes  fixtures or other  personal
     property,  and Lender shall have all of the rights of a secured party under
     the Uniform Commercial Code as amended from time to time.

     Security Interest.  Upon request by Lender, Grantor shall execute financing
     statements and take whatever other action is requested by Lender to perfect
     and continue Lender's security interest in the Rents and Personal Property.
     In addition to recording  this Deed of Trust in the real property  records,
     Lender may, at any time and without  further  authorization  from  Grantor,
     file executed  counterparts,  copies or reproductions of this Deed of Trust
     as a financing  statement.  Grantor shall reimburse Lender for all expenses
     incurred in perfecting or continuing this security interest.  Upon default,
     Grantor  shall  assemble the  Personal  Properly in a manner and at a place
     convenient  to Lender and make it  available to Lender  promptly  following
     Lender's request.

     Addresses.  The mailing  addresses of Grantor  (debtor) and Lender (secured
     party), from which information  concerning the security interest granted by
     this  Deed of Trust  may be  obtained  (each  as  required  by the  Uniform
     Commercial Code), are as stated on the first page of this Deed of Trust.

FURTHER  ASSURANCES;  ATTORNEY-IN-FACT.  The  following  provisions  relating to
further assurances and attorney-in-fact are a part of this Deed of Trust.

     Further  Assurances.  At any time,  and from time to time,  upon request of
     Lender,  Grantor will make, execute and deliver,  or will cause to be made,
     executed  or  delivered,  to  Lender  or to  Lender's  designee,  and  when
     requested by Lender, cause to be filed,  recorded,  refiled, or rerecorded,
     as the case may be, at such times and in such  offices and places as Lender
     may deem appropriate,  any and all such mortgages, deeds of trust, security
     deeds, security agreements, financing statements,  continuation statements,
     instruments of further assurance, certificates, and other documents as may,
     in the sole  opinion of  Lender,  be  necessary  or  desirable  in order to
     effectuate, complete, perfect, continue, or preserve (a) the obligations of
     Grantor under the Note, this Deed of Trust, and the Related Documents,  and
     (b) the liens and security interests created by this Deed of Trust as first
     and prior liens on the Properly, whether now owned or hereafter acquired by
     Grantor.  Unless  prohibited  by law or agreed to the contrary by Lender in
     writing, Grantor shall reimburse Lender for all costs and expenses incurred
     in connection with the matters referred to in this paragraph.

     Attorney-in-Fact.  If Grantor fails to do any of the things  referred to in
     the  preceding  paragraph,  Lender may do so for and in the name of Grantor
     and at Grantor's  expense.  For such purposes,  Grantor hereby  irrevocably
     appoints  Lender as Grantor's  attorney-in-fact  for the purpose of making,
     executing, delivering, filing, recording, and doing all other things as may
     be necessary or  desirable,  in Lender's sole  opinion,  to accomplish  the
     matters referred to in the preceding paragraph.

FULL  PERFORMANCE.  If Grantor pays all the Indebtedness when due, and otherwise
performs all the  obligations  imposed  upon  Grantor  under this Deed of Trust,
Lender shall execute and deliver to Trustee a request for full  reconveyance and
shall execute and

<PAGE>


10-23-1998                        DEED OF TRUST                           Page 6
Loan No BL14117                    (Continued)
================================================================================

deliver to Grantor suitable statements of termination of any financing statement
on file  evidencing  Lender's  security  interest in the Rents and the  Personal
Properly.  Any  reconveyance  fee  required by law shall be paid by Grantor,  if
permitted by applicable law.

DEFAULT.  Each of the following,  at the option of Lender,  shall  constitute an
event of default ("Event of Default") under this Deed of Trust:

     Default on Indebtedness. Failure of Grantor to make any payment when due on
     the Indebtedness.

     Default on Other  Payments.  Failure of Grantor within the time required by
     this Deed of Trust to make any payment for taxes or insurance, or any other
     payment necessary to prevent filing of or to effect discharge of any lien.

     Default in Favor of Third Parties.  Should  Borrower or any Grantor default
     under any loan, extension of credit, security agreement,  purchase or sales
     agreement, or any other agreement, in favor of any other creditor or person
     that may materially affect any of Borrower's  property or Borrower's or any
     Grantor's   ability  to  repay  the  Loans  or  perform  their   respective
     obligations under this Deed of Trust or any of the Related Documents.

     Compliance  Default.  Failure  of Grantor  to comply  with any other  term,
     obligation, covenant or condition contained in this Deed of Trust, the Note
     or in any of the Related Documents.

     False  Statements.  Any  warranty,  representation  or  statement  made  or
     furnished  to Lender by or on behalf of  Grantor  under this Deed of Trust,
     the Note or the Related  Documents is false or  misleading  in any material
     respect, either now or at the time made or furnished.

     Defective  Collateralization.  This  Deed of  Trust  or any of the  Related
     Documents ceases to be in full force and effect  (including  failure of any
     collateral  documents to create a valid and perfected  security interest or
     lien) at any time and for any reason.

     Insolvency.  The  dissolution or  termination  of Grantor's  existence as a
     going  business,  the insolvency of Grantor,  the appointment of a receiver
     for any part of  Grantor's  property,  any  assignment  for the  benefit of
     creditors,  any  type  of  creditor  workout,  or the  commencement  of any
     proceeding under any bankruptcy or insolvency laws by or against Grantor.

     Foreclosure,  Forfeiture,  etc.  Commencement  of foreclosure or forfeiture
     proceedings, whether by judicial proceeding, self-help, repossession or any
     other  method,  by any  creditor of Grantor or by any  governmental  agency
     against any of the Property.  However,  this subsection  shall not apply in
     the  event  of a good  faith  dispute  by  Grantor  as to the  validity  or
     reasonableness  of the  claim  which  is the  basis of the  foreclosure  or
     forfeiture proceeding, provided that Grantor gives Lender written notice of
     such  claim  and  furnishes  reserves  or  a  surety  bond  for  the  claim
     satisfactory to Lender.

     Breach of Other  Agreement.  Any breach by  Grantor  under the terms of any
     other agreement  between Grantor and Lender that is not remedied within any
     grace period provided therein,  including without  limitation any agreement
     concerning  any  indebtedness  or other  obligation  of  Grantor to Lender,
     whether existing now or later.

     Events Affecting Guarantor. Any of the preceding events occurs with respect
     to any  Guarantor  of any of the  Indebtedness  or any  Guarantor  dies  or
     becomes  incompetent,  or revokes or disputes the validity of, or liability
     under, any Guaranty of the Indebtedness.

     Adverse  Change.  A material  adverse change occurs in Grantor's  financial
     condition, or Lender believes the prospect of payment or performance of the
     Indebtedness is impaired.

     Insecurity.  Lender in good faith deems itself insecure.

RIGHTS AND REMEDIES ON DEFAULT.  Upon the occurrence of any Event of Default and
at any time thereafter,  Trustee or Lender, at its option,  may exercise any one
or more of the following rights and remedies, in addition to any other rights or
remedies provided by law:

     Accelerate Indebtedness.  Lender shall have the right at its option without
     notice to Grantor to declare the entire  Indebtedness  immediately  due and
     payable,  including any prepayment  penalty which Grantor would be required
     to pay.  This right is in addition to all other  rights given to holders of
     promissory notes under Title 55 of the Code of Virginia.

     Foreclosure.  With  respect  to all or any part of the Real  Property,  the
     Trustee  shall have the right to foreclose  by notice and sale,  and Lender
     shall have the right to foreclose by judicial  foreclosure,  in either case
     in  accordance  with and to the full  extent  provided by  applicable  law.
     Grantor  expressly  waives and releases any  requirement or obligation that
     Lender or Trustee present evidence or otherwise proceed before any court or
     other judicial or  quasi-judicial  body as a  precondition  to or otherwise
     incident to the exercise of the powers of sale  authorized  by this Deed of
     Trust.  The  proceeds of sale shall be applied by Trustee as  follows:  (a)
     first, to pay all proper advertising expenses,  auctioneer's allowance, the
     expenses,  if any,  required  to  correct  any  irregularity  in the title,
     premium for Trustee's bond,  auditor's fee,  attorneys' fees, and all other
     expenses of sale incurred in or about the  protection and execution of this
     Deed of Trust, and all moneys advanced for taxes,  assessments,  insurance,
     and with interest  thereon at the rate provided in the Note,  and all taxes
     and  assessments  due upon the  Property at time of sale,  and to retain as
     compensation a commission of five percent (5%) on the amount of the sale or
     sales;  (b) second,  to pay the whole amount then  remaining  unpaid on the
     Indebtedness;  (c)  third,  to pay liens of  record  against  the  Property
     according to their priority of lien and to the extent that funds  remaining
     in Trustee's hands are available; and (d) last,


<PAGE>

10-23-1998                        DEED OF TRUST                           Page 7
Loan No BL14117                    (Continued)
================================================================================

     to pay the remainder of the proceeds, if any, to Grantor,  Grantor's heirs,
     personal  representatives,  successors  or assigns  upon the  delivery  and
     surrender to the purchaser of  possession  of the Property,  less costs and
     expenses of obtaining possession.

     UCC  Remedies.  With respect to all or any part of the  Personal  Property,
     Lender shall have all the rights and remedies of a secured  party under the
     Uniform Commercial Code.

     Collect Rents.  Lender shall have the right,  without notice to Grantor, to
     take possession of and manage the Properly and collect the Rents, including
     amounts  past due and unpaid,  and apply the net  proceeds,  over and above
     Lender's  costs,  against the  Indebtedness.  In furtherance of this right,
     Lender  may  require  any  tenant  or other  user of the  Property  to make
     payments of rent or use fees directly to Lender. If the Rents are collected
     by  Lender,  then  Grantor  irrevocably   designates  Lender  as  Grantor's
     attorney-in-fact to endorse instruments  received in payment thereof in the
     name of  Grantor  and to  negotiate  the same  and  collect  the  proceeds.
     Payments by tenants or other users to Lender in response to Lender's demand
     shall satisfy the obligations  for which the payments are made,  whether or
     not any proper  grounds for the demand  existed.  Lender may  exercise  its
     rights under this  subparagraph  either in person,  by agent,  or through a
     receiver.

     Appoint Receiver.  Lender shall have the right to have a receiver appointed
     to take  possession of all or any part of the  Property,  with the power to
     protect  and  preserve  the  Property,  to operate the  Property  preceding
     foreclosure  or sale,  and to collect the Rents from the Property and apply
     the  proceeds,  over and above the cost of the  receivership,  against  the
     Indebtedness.  The  receiver  may serve  without  bond if permitted by law.
     Lender's right to the  appointment of a receiver shall exist whether or not
     the  apparent  value  of  the  Property   exceeds  the  Indebtedness  by  a
     substantial amount. Employment by Lender shall not disqualify a person from
     serving as a receiver.

     Tenancy at  Sufferance.  If Grantor  remains in  possession of the Property
     after the Property is sold as provided  above or Lender  otherwise  becomes
     entitled to  possession  of the Property  upon default of Grantor,  Grantor
     shall  become a tenant at  sufferance  of Lender  or the  purchaser  of the
     Property and shall, at Lender's option,  either (a) pay a reasonable rental
     for the use of the Properly,  or (b) vacate the Property  immediately  upon
     the demand of Lender.

     Other  Remedies.  Trustee or Lender  shall  have any other  right or remedy
     provided in this Deed of Trust or the Note or by law.

     Notice of Sale. Lender shall give Grantor reasonable notice of the time and
     place of any  public  sale of the  Personal  Property  or of the time after
     which  any  private  sale or other  intended  disposition  of the  Personal
     Property is to be made.  Reasonable notice shall mean notice given at least
     fourteen (14) days before the time of the sale or disposition.  Any sale of
     Personal  Property  may be made in  conjunction  with  any sale of the Real
     Property.

     Sale of the Property.  To the extent  permitted by applicable law,  Grantor
     hereby  waives  any and all  rights  to have the  Property  marshalled.  In
     exercising its rights and remedies,  the Trustee or Lender shall be free to
     sell all or any part of the Property together or separately, in one sale or
     by separate  sales.  Lender  shall be entitled to bid at any public sale on
     all or any portion of the Property.

     Waiver;  Election  of  Remedies.  A waiver  by any  party of a breach  of a
     provision  of this  Deed of Trust  shall  not  constitute  a  waiver  of or
     prejudice the party's  rights  otherwise to demand strict  compliance  with
     that  provision  or any other  provision.  Election by Lender to pursue any
     remedy provided in this Deed of Trust,  the Note, in any Related  Document,
     or provided by law shall not exclude  pursuit of any other  remedy,  and an
     election to make expenditures or to take action to perform an obligation of
     Grantor  under this Deed of Trust after failure of Grantor to perform shall
     not affect  Lender's  right to declare a default and to exercise any of its
     remedies.

     Attorneys'  Fees;  Expenses.  If  Lender  institutes  any suit or action to
     enforce any of the terms of this Deed of Trust, Lender shall be entitled to
     recover such sum as the court may adjudge  reasonable as attorneys' fees at
     trial and on any appeal.  Whether or not any court action is involved,  all
     reasonable  expenses  incurred  by Lender  which in  Lender's  opinion  are
     necessary at any time for the protection of its interest or the enforcement
     of its rights shall become a part of the Indebtedness payable on demand and
     shall bear  interest  at the Note rate from the date of  expenditure  until
     repaid.  Expenses covered by this paragraph  include,  without  [imitation,
     however subject to any limits under applicable law,  Lender's attorney fees
     equal to 10.000% of the  principal  balance due on the Note  whether or not
     there  is a  lawsuit,  including  attorney  fees  equal to  10.000%  of the
     principal  balance due on the Note for  bankruptcy  proceedings  (including
     efforts to modify or vacate any automatic stay or injunction),  appeals and
     any anticipated  post-judgment  collection services,  the cost of searching
     records,   obtaining  title  reports   (including   foreclosure   reports),
     surveyors'  reports,  appraisal  fees,  title  insurance,  and fees for the
     Trustee,  to the extent  permitted by applicable law. Grantor also will pay
     any court costs, in addition to all other sums provided by law.

     Rights of  Trustee.  Trustee  shall  have all of the  rights  and duties of
     Lender as set forth in this section.

POWERS AND  OBLIGATIONS  OF TRUSTEE.  The following  provisions  relating to the
powers and obligations of Trustee are part of this Deed of Trust.

     Powers of Trustee. In addition to all powers of Trustee arising as a matter
     of law, Trustee (and each of them if more than one) shall have the power to
     take the  following  actions with respect to the Property  upon the written
     request of Lender and Grantor:  (a) join in  preparing  and filing a map or
     plat of the Real  Property,  including  the  dedication  of greets or other
     rights to the public;  (b) join in granting  any  easement or creating  any
     restriction  on the Real  Property;  and (c) join in any  subordination  or
     other  agreement  affecting  this Deed of Trust or the  interest  of Lender
     under this Deed of Trust.


<PAGE>

10-23-1998                        DEED OF TRUST                           Page 8
Loan No BL14117                    (Continued)
================================================================================

     Obligations  to Notify.  Trustee shall not be obligated to notify any other
     party of a  pending  sale  under any other  trust  deed or lien,  or of any
     action or proceeding in which Grantor, Lender, or Trustee shall be a party,
     unless the action or proceeding is brought by Trustee.

     Trustee.  Trustee shall meet all qualifications  required for Trustee under
     applicable  law. In addition to the rights and  remedies  set forth  above,
     with respect to all or any part of the Property, the Trustee shall have the
     right to foreclose  by notice and sale,  and Lender shall have the right to
     foreclose by judicial foreclosure, in either case in accordance with and to
     the full extent provided by applicable law.

     Successor  Trustee.  Lender,  at Lender's option, at any time hereafter and
     without prior notice and without  specifying  any reason,  may from time to
     time appoint a successor Trustee to any Trustee  appointed  hereunder by an
     instrument  executed and  acknowledged by Lender and recorded in the office
     in the  jurisdiction  where  this  Deed of  Trust  has been  recorded.  The
     instrument  shall  contain,  in addition to all other  matters  required by
     state law, the names of the original Lender, Trustee, and Grantor, the book
     and  page  where  this  Deed of  Trust  is  recorded,  and the  name of the
     successor trustee and the county,  city or town in which he or she resides,
     and the  instrument  shall be executed  and  acknowledged  by Lender or its
     successors in interest.  The successor  trustee,  without conveyance of the
     Property,  shall succeed to all the title, power, and duties conferred upon
     the Trustee in this Deed of Trust and by applicable law. This procedure for
     substitution  of  trustee  shall  govern  to the  exclusion  of  all  other
     provisions for substitution.

     Power to Act Separately.  If more than one Trustee is named in this Deed of
     Trust, any Trustee may act alone, without the joinder of any other Trustee,
     to exercise  any or all the powers given to the  Trustees  collectively  in
     this Deed of Trust or by applicable law.

NOTICES TO GRANTOR AND OTHER PARTIES.  Any notice under this Deed of Trust shall
be in writing, may be sent by telefacsimile  (unless otherwise required by law),
and  shall be  effective  when  actually  delivered,  or when  deposited  with a
nationally  recognized  overnight  courier,  or,  if  mailed,  shall  be  deemed
effective  when  deposited in the United  States mail first class,  certified or
registered  mail,  postage  prepaid,  directed to the  addresses  shown near the
beginning  of this Deed of Trust.  Any party may change its  address for notices
under this Deed of Trust by giving formal  written  notice to the other parties,
specifying that the purpose of the notice is to change the party's address.  All
copies of notices of foreclosure  from the holder of any lien which has priority
over this Deed of Trust  shall be sent to  Lender's  address,  as shown near the
beginning of this Deed of Trust.  For notice  purposes,  Grantor  agrees to keep
Lender and Trustee informed at all times of Grantor's current address.

MISCELLANEOUS  PROVISIONS.  The following miscellaneous provisions are a part of
this Deed of Trust:

     Amendments.  This  Deed of  Trust,  together  with any  Related  Documents,
     constitutes the entire understanding and agreement of the parties as to the
     matters set forth in this Deed of Trust.  No  alteration of or amendment to
     this Deed of Trust shall be effective unless given in writing and signed by
     the party or parties  sought to be charged  or bound by the  alteration  or
     amendment.

     Annual  Reports.  If the Property is used for purposes other than Grantor's
     residence,  Grantor  shall  furnish to Lender,  upon  request,  a certified
     statement  of net  operating  income  received  from  the  Property  during
     Grantor's  previous  fiscal  year in such form and  detail as Lender  shall
     require.  "Net  operating  income"  shall mean all cash  receipts  from the
     Property less all cash  expenditures  made in connection with the operation
     of the Property.

     Applicable  Law.  This Deed of Trust shall be governed  by,  construed  and
     enforced  in  accordance  with the laws of the  Commonwealth  of  Virginia.
     Lender and Grantor  hereby waive the right to any jury trial in any action,
     proceeding, or counterclaim brought by either party against the other.

     Caption  Headings.   Caption  headings  in  this  Deed  of  Trust  are  for
     convenience purposes only and are not to be used to interpret or define the
     provisions of this Deed of Trust.

     Merger.  There shall be no merger of the interest or estate created by this
     Deed of Trust with any other interest or estate in the Properly at any time
     held by or for the benefit of Lender in any  capacity,  without the written
     consent of Lender.

     Multiple  Parties;  Corporate  Authority.  All obligations of Grantor under
     this  Deed of Trust  shall be joint  and  several,  and all  references  to
     Grantor  shall  mean each and every  Grantor.  This  means that each of the
     persons  signing below is responsible  for all  obligations in this Deed of
     Trust.

     Severability.  If a court of competent  jurisdiction finds any provision of
     this  Deed of Trust to be  invalid  or  unenforceable  as to any  person or
     circumstance,  such  finding  shall not render  that  provision  invalid or
     unenforceable as to any other persons or  circumstances.  If feasible,  any
     such  offending  provision  shall be deemed to be modified to be within the
     limits of enforceability or validity;  however,  if the offending provision
     cannot be so  modified,  it shall be stricken and all other  provisions  of
     this  Deed  of  Trust  in  all  other   respects  shall  remain  valid  and
     enforceable.

     Successors and Assigns.  Subject to the limitations  stated in this Deed of
     Trust on  transfer  of  Grantor's  interest,  this  Deed of Trust  shall be
     binding upon and inure to the benefit of the parties, their heirs, personal
     representatives,  successors  and  assigns.  If  ownership  of the Properly
     becomes  vested in a person other than Grantor,  Lender,  without notice to
     Grantor,  may deal with Grantor's successors with reference to this Deed of
     Trust and the  Indebtedness  by way of  forbearance  or  extension  without
     releasing  Grantor from the  obligations of this Deed of Trust or liability
     under the Indebtedness.

     Time Is of the Essence.  Time is of the essence in the  performance of this
     Deed of Trust.

     Waivers and Consents.  Lender shall not be deemed to have waived any rights
     under  this  Deed of Trust (or under the  Related  Documents)  unless  such
     waiver is in writing and signed by Lender. No delay or omission on the part
     of Lender in exercising any


<PAGE>

10-23-1998                        DEED OF TRUST                           Page 9
Loan No BL14117                    (Continued)
================================================================================

     right shall operate as a waiver of such right or any other right.  A waiver
     by any party of a provision  of this Deed of Trust shall not  constitute  a
     waiver of or  prejudice  the  party's  right  otherwise  to  demand  strict
     compliance with that provision or any other  provision.  No prior waiver by
     Lender,  nor any  course of  dealing  between  Lender  and  Grantor,  shall
     constitute  a  waiver  of  any of  Lender's  rights  or  any  of  Grantor's
     obligations as to any future  transactions.  Whenever  consent by Lender is
     required in this Deed of Trust,  the  granting of such consent by Lender in
     any  instance  shall  not  constitute   continuing  consent  to  subsequent
     instances where such consent is required.

     Waiver of  Homestead  Exemption.  Grantor  waives the benefit on  Grantor's
     homestead exemption as to this obligation.

EACH GRANTOR  ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS DEED OF TRUST,
AND EACH GRANTOR AGREES TO ITS TERMS.

GRANTOR:

SPURLOCK ADHESIVES, INCORPORATED


By:      /s/ Phillip S. Sumpter                         (SEAL)
      --------------------------------------------------
      Phillip S. SUMPTER, Chairman & CEO


By:      /s/  Larry C. Birkholz                         (SEAL)
      --------------------------------------------------
      LARRY C. BURKHOLTZ (sic), CORPORATE CONTROLLER