Exhibit 10.38








                              REMARKETING AGREEMENT



                                      among


                            SPURLOCK ADHESIVES, INC.



                        KEYBANK NATIONAL ASSOCIATION, AS
                                REMARKETING AGENT

                                       and

                COUNTY OF SARATOGA INDUSTRIAL DEVELOPMENT AGENCY


                       ----------------------------------

                           Dated as of October 1, 1997
                       ----------------------------------


                                   $6,000,000
                County of Saratoga Industrial Development Agency
                            Multi-Mode Variable Rate
                      Industrial Development Revenue Bonds
                (Spurlock Adhesives, Inc. Project), Series 1997A



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                              REMARKETING AGREEMENT


                  This REMARKETING  AGREEMENT,  dated as of October 1, 1997 (the
"Agreement"),  is made by and among Spurlock  Adhesives,  Inc. (the  "Company"),
KeyBank National  Association,  as remarketing agent (the "Remarketing  Agent"),
and the County of Saratoga Industrial Development Agency (the "Issuer"),  and is
entered in connection with the issuance by the Issuer of its Multi-Mode Variable
Rate Industrial  Development Revenue Bonds (Spurlock  Adhesives,  Inc. Project),
Series  1997A  in the  total  aggregate  principal  amount  of  $6,000,000  (the
"Bonds").

                                    ARTICLE I

                                   Definitions

Section 1.01.     Capitalized Terms.

                  Capitalized terms used in this Remarketing  Agreement,  unless
otherwise defined herein,  shall have the meanings assigned to them in the Trust
Indenture dated as of October 1, 1997 (the  "Indenture")  between the Issuer and
Star Bank, N.A., as Trustee, with respect to the Bonds.

Section 1.02.     Rules of Interpretation.

                  (a)      This  Remarketing  Agreement  shall be interpreted in
accordance with and governed by the laws of the State of New York.

                  (b)      The words  "herein" and "hereof" and words of similar
import,  without  reference to any  particular  Article,  Section or subsection,
refer to this  Remarketing  Agreement as a whole  rather than to any  particular
Article, Section or subsection hereof.

                  (c)      The headings of Articles and Sections  herein are for
convenience only and shall not affect the construction hereof.

                                   ARTICLE II

                              Remarketing of Bonds

Section 2.01.     Representations and Warranties of the Company.

                  The Company hereby represents and warrants, for the benefit of
the Remarketing Agent, as remarketing agent and as placement agent in connection
with the initial placement of the Bonds on the delivery date, that:

                  (a)      The Company is a corporation, duly organized, validly
existing and in good standing  under the laws of the State of Virginia,  and has
full corporate power and authority to enter into the Installment Sale Agreement,
this Remarketing Agreement and the Reimbursement  Agreement and to carry out the
provisions hereof and thereof.

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                  (b)      The  Installment  Sale Agreement,  the  Reimbursement
Agreement and this Remarketing Agreement have been duly authorized, executed and
delivered by the Company and,  assuming the due  execution  and delivery of such
agreements by the other parties thereto,  are valid obligations  legally binding
upon the Company and  enforceable  in accordance  with their  respective  terms,
except as  enforceability  may be limited by bankruptcy or other laws  affecting
the  enforcement  of  creditors'  rights  generally or by general  principles of
equity and public policy.  The Company has approved the use and  distribution of
the Private  Placement  Memorandum  dated as of October 10, 1997 (the "Placement
Memorandum") in connection with the initial placement of the Bonds.

                  (c)      Except for all consents,  approval or  authorizations
of, or declaration or filing under any federal or state securities or "blue sky"
laws, no consent,  approval or authorization  of, or declaration or filing with,
any  governmental  authority  or any other  third  party is a  condition  to the
execution and delivery by the Company of the Installment  Sale  Agreement,  this
Remarketing  Agreement  or  the  Reimbursement  Agreement,  or  is  required  in
connection  with  the  offer,  issuance  and  delivery  by  the  Company  of the
instruments  contemplated  hereby.  Neither the  execution  and  delivery of the
Indenture,  the Installment Sale Agreement,  the Reimbursement  Agreement,  this
Remarketing   Agreement  or  the  Bonds  nor  consummation  of  the  transaction
contemplated hereby or thereby or by the Placement Memorandum,  will violate any
provision  of law or any  applicable  regulation,  order,  writ or decree of any
court or governmental  authority or will conflict or will be inconsistent  with,
or will  result in any  breach of any of the  terms  of,  or will  constitute  a
default  under,  any  indenture,  mortgage,  deed of trust,  agreement  or other
instrument to which the Company is a party or by which it may be bound,  or will
violate any provision of the Company's Articles of Incorporation or Bylaws.

                  (d)      There is no  action,  suit,  proceeding,  inquiry  or
investigation,  at law or in equity, or before or by any court,  public board or
body,  pending  or,  to the best  knowledge  of the  Company,  threatened  which
challenges  the validity of or seeks to enjoin the execution and delivery by the
Company of, or the  performance by the Company of its  obligations  with respect
to, the Indenture,  the Installment Sale Agreement,  the Remarketing  Agreement,
the  Reimbursement  Agreement  or the  Bonds,  and  there  is no  action,  suit,
proceeding,  inquiry or investigation,  at law or in equity, or before or by any
court,  public board or body,  pending or, to the best knowledge of the Company,
threatened  against or affecting  the Company (and to the best  knowledge of the
Company there is no basis therefor) wherein there is a reasonable possibility of
an  unfavorable  decision,  ruling or finding which would  materially  adversely
affect any of the  transactions  contemplated  by the Placement  Memorandum,  or
which might result in any material  adverse change in the properties,  condition
(financial or otherwise) or operations of the Company.

                  (e)      The  Company  represents  that the  descriptions  and
information  contained in the Placement  Memorandum  relating to the Company and
the Project are true and correct and,  assuming the  purchasers of the Bonds are
not  relying on  information  with  respect to the  Borrower in  evaluating  the
creditworthiness of the Bonds, do not contain any untrue statement of a material
fact  and do not  omit to  state  any  material  fact  necessary  to  make  such
descriptions and  information,  in light of the  circumstances  under which they
were made, not misleading.

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Section 2.02.     Representations and Warranties of the Issuer.

                  The Issuer hereby represents and warrants,  for the benefit of
the Remarketing Agent, as remarketing agent, that:

                  (a)      The Issuer is a public instrumentality constituting a
body  corporate and politic duly  organized  and existing  under the laws of the
State of New York and has full power and authority to enter into the  Indenture,
the Installment  Sale  Agreement,  this  Remarketing  Agreement and to issue the
Bonds and to carry out the provisions hereof and thereof.

                  (b)      The Indenture,  the Installment Sale Agreement,  this
Remarketing  Agreement  and the Bonds have been duly  authorized,  executed  and
delivered  by the Issuer and,  assuming the due  execution  and delivery of such
agreements by the other parties thereto,  are valid special  obligations legally
binding upon the Issuer and  enforceable  in  accordance  with their  respective
terms,  except as  enforceability  may be  limited by  bankruptcy  or other laws
affecting  the  enforcement  of  creditors'   rights  generally  or  by  general
principles of equity and public policy.

                  (c)      Except for all consents,  approval or  authorizations
of, or declaration or filing under any federal or state securities or "blue sky"
laws, no consent,  approval or authorization  of, or declaration or filing with,
any  governmental  authority  or any other  third  party is a  condition  to the
execution  and delivery by the Issuer of the  Indenture,  the  Installment  Sale
Agreement or this Remarketing  Agreement,  or is required in connection with the
execution,  issuance and delivery by the Issuer of the instruments  contemplated
hereby.  To the Issuer's  knowledge,  neither the  execution and delivery of the
Indenture,  the Installment Sale Agreement,  this  Remarketing  Agreement or the
Bonds nor consummation of the transaction  contemplated hereby or thereby,  will
constitute  on the part of the Issuer a violation of or will conflict or will be
inconsistent  with, or will result in any breach of any of the terms of, or will
constitute a default under,  any provision of law or any applicable  regulation,
order,  unit or decree of any court or governmental  authority or any indenture,
mortgage,  deed of trust, agreement or other instrument to which the Issuer is a
party or by which it may be bound.

                  (d)      To the Issuer's knowledge,  there is no action, suit,
proceeding,  inquiry or investigation,  at law or in equity, or before or by any
court, public board or body, as to which the Issuer has been served or otherwise
received official notice, nor is any such action, suit,  proceeding,  inquiry or
investigation  threatened,  which  challenges the validity of or seeks to enjoin
the execution and delivery by the Issuer of, or the performance by the Issuer of
its obligations with respect to, the Indenture,  the Installment Sale Agreement,
the Remarketing Agreement or the Bonds.

Section 2.03      Representations and Warranties of the Remarketing Agent

                  The Remarketing Agent represents and warrants as the basis for
the  undertakings  on the part of the  Remarketing  Agent herein  contained  and
throughout  the  term of this  Agreement,  that (i) the  Remarketing  Agent is a
national bank  association duly organized and validly existing under the laws of
the United States of America; (ii) the Remarketing Agent has all requisite power
to execute and deliver this Agreement,  and has by proper action duly authorized
the  execution  and  delivery  of  this  Agreement,  and  (iii)  this  Agreement
constitutes the legal,  valid and binding  obligation of the  Remarketing  Agent
enforceable  against the Remarketing Agent in accordance with its terms,  except
as  the   enforcement   thereof  may  be  limited  by  bankruptcy,   insolvency,


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reorganization, moratorium or other similar law or principles of equity relating
to or affect the  enforcement of creditors'  rights or  contractual  obligations
generally.

Section 2.04.     Remarketing Agent's Acceptance.

                  KeyBank  National  Association  hereby accepts the appointment
made by the Issuer  pursuant to the Indenture to serve as Remarketing  Agent for
the  Bonds.  Acceptance  of that  appointment  as  Remarketing  Agent  under the
Indenture is expressly subject to the condition that the Remarketing Agent shall
not undertake to perform any duties or assume any obligations to the Issuer, the
Trustee,  the Holders or the Company other than those expressly set forth herein
and in the Indenture.

Section 2.05.     Remarketing Agent's Obligations.

                  KeyBank National  Association  agrees to accept the duties and
obligations imposed upon it as Remarketing Agent under the Indenture, and agrees
particularly in accordance with Article 12.01 of the Indenture:

                  (a)      to  determine  the  interest  rates  on the  Bonds in
accordance with Section 2.02 of the Indenture;

                  (b)      to  give  notice,  by  wire,   telex,   telegraph  or
telecopier or other similar means of communication, of each interest rate on the
Bonds on the  determination  date of said interest  rates as provided in Section
2.02 of the Indenture to the Company and the Trustee;

                  (c)      to keep such books and records as shall be consistent
with prudent industry  practice and to make such books and records available for
inspection by the Issuer and the Trustee at all reasonable times;

                  (d)      to use its best  efforts  to  remarket  the  Bonds in
accordance with Section 3.02 of the Indenture; and

                  (e)      to comply with all applicable laws in connection with
its efforts to remarket the Bonds;

                  (f)      to offer the Bonds  only to  institutional  investors
and to obtain from each purchaser of Bonds written representations to the effect
that such  purchaser  (i)  regularly  engages in the purchase of  securities  of
entities such as the Company and the Bank,  (ii) has knowledge and experience in
financial and business  matters  sufficient to make it capable of evaluating the
risks of  investing  in the Bonds,  (iii) has the  ability to bear the  economic
risks of investing in the Bonds, and (iv)  acknowledges  that the Issuer has not
undertaken the accuracy or  completeness  of any  information  furnished to that
purchaser with respect to the Company or the Bank.

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                                   ARTICLE III

                                   Disclosure

Section 3.01.     Provision of Disclosure Materials.

                  If the  Remarketing  Agent  determines that it is necessary or
desirable to use an amended or supplemented  Placement  Memorandum in connection
with any remarketing of Bonds, the Remarketing  Agent will so notify the Company
and the  Company  agrees  that it  shall  provide  an  amended  or  supplemented
Placement Memorandum satisfactory to the Remarketing Agent for use in connection
with the marketing of the Bonds. The Company agrees to supply to the Remarketing
Agent such number of copies of any Placement  Memorandum  and documents  related
thereto as are reasonably  requested from time to time by the Remarketing  Agent
and further  agrees to, and will use it best efforts to cause the Issuer and the
Bank to amend or  supplement  such  Placement  Memorandum  (and/or any documents
incorporated by reference  therein),  in connection with any future remarketing,
so that at all times the Placement Memorandum and documents related thereto will
not contain any untrue  statement of a material fact or omit to state a material
fact necessary to make the  statements  contained  therein,  in the light of the
circumstances  under which they were made,  not  misleading.  The Issuer has not
confirmed,  and assumes no  responsibility  for, the  accuracy,  sufficiency  or
fairness  of any  statements  in the  Placement  Memorandum  or any  supplements
thereto,  or in any  reports,  financial  information,  offering  or  disclosure
documents or other information in any way relating to the Project,  the Company,
the Bank or the Original Purchaser.

Section 3.02.     Continuing Disclosures.

                  The Company and Issuer agree that the initial  offering of the
Bonds is exempt from the  requirement  of Paragraph  (b)(5)(i) of Securities and
Exchange  Commission Rule 15c2-12 under the Securities  Exchange Act of 1934, as
amended  (the  "Rule")  pursuant to  Paragraph  (d)(1) of the Rule.  The Company
hereby covenants and agrees that if as a result of a conversion of Interest Rate
Mode or as a result of any  amendment  or  supplement  to the  Indenture  or the
Installment  Sale  Agreement,  the Bonds cease to be exempt under the Rule,  the
Company will enter into an agreement or contract,  constituting  an undertaking,
to provide  ongoing  disclosure  as may be  necessary to comply with the Rule as
then in effect. The covenant and agreement contained in this Section 3.02 is for
the benefit of the Bondholders as required by the Rule.

                                   ARTICLE IV

                                     General

Section 4.01.     Indemnification.

                  The Company agrees to indemnify the Remarketing  Agent and the
Issuer for and to hold each harmless against all liabilities,  claims, costs and
expenses  incurred on the part of the Issuer or without  negligence or bad faith
on the part of the  Remarketing  Agent on account of any action taken or omitted
to be taken by the Remarketing Agent or the Issuer, respectively,  in accordance
with the terms of the Bonds, the Reimbursement  Agreement,  the Installment Sale
Agreement,  the Letter of Credit or the  Indenture,  or in  connection  with the
remarketing of the Bonds, including the use of the Placement Memorandum,  or any
action taken at the request of or 

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with the consent of the Company,  including the reasonable costs and expenses of
the Remarketing  Agent or the Issuer in defending itself against any such claim,
action or proceeding  brought in connection  with the exercise or performance of
any of its powers or duties under the Bonds, the Indenture, the Installment Sale
Agreement,  the Reimbursement  Agreement or the Letter of Credit;  except to the
extent that any such claim, liability, cost or expense arises in connection with
(i) with respect to the Remarketing  Agent, the failure by the Remarketing Agent
to deliver any amended or  supplemented  Placement  Memorandum  or  amendment or
supplement  to the  Placement  Memorandum,  to any purchaser of the Bonds if the
Company  has  provided  any  amended or  supplemented  Placement  Memorandum  or
amendment or supplement to the Placement  Memorandum (in accordance with Section
3.01 hereof), as the case may be, to the Remarketing Agent for use in connection
with the  placement  or  remarketing  of the Bonds,  or (ii) with respect to the
Remarketing  Agent,  any untrue or misleading  statement,  or alleged  untrue or
misleading statement, or omission or alleged omission in information provided by
the  Remarketing  Agent for inclusion in any amended or  supplemented  Placement
Memorandum or any amendment or supplement to the Placement Memorandum.

                  In case any claim, action or proceeding is brought against the
Remarketing  Agent or the  Issuer in respect  of which  indemnity  may be sought
hereunder,  the Remarketing Agent or the Issuer, as appropriate,  promptly shall
give notice of that claim, action or proceeding to the Company, and the Company,
upon  receipt of that notice,  shall have the right,  or, if requested by either
the Remarketing Agent or the Issuer, the obligation to assume the defense of the
claim, action or proceeding at the Company's expense. Such notice shall be given
in sufficient  time to allow the Company to defend or participate in such claim,
action or proceeding;  provided,  that failure of the  Remarketing  Agent or the
Issuer,  as  appropriate  to give that notice shall not relieve the Company from
any of its obligations under this Section. At their own expense, the Remarketing
Agent and the Issuer may employ separate counsel and participate in the defense.
The Company  shall not be liable for any  settlement  made  without its consent,
which consent shall not be unreasonably withheld.

                  The  indemnification  set forth above is intended to and shall
include the indemnification of all affected officials,  directors,  officers and
employees  of the  Remarketing  Agent and the Issuer.  Such  indemnification  is
intended to and shall be enforceable by the Remarketing  Agent and the Issuer to
the full extent permitted by law.

Section 4.02.     Placement and Remarketing Fees.

                  The Company shall pay the Remarketing  Agent, for its services
as Remarketing Agent, an annual fee equal to 12.5 basis points (1/8th of 1%) per
annum of the amount of Bonds outstanding,  payable semi-annually in arrears. The
Company shall pay the Remarketing  Agent, for its services as Placement Agent, a
fee equal to one percent (1%) of the aggregate  principal amount of the Bonds to
be paid on October 10, 1997.

                  The  Company  also shall pay (i) all  reasonable  expenses  in
connection with the provision of information required for the preparation of any
amendment or supplement to the Placement Memorandum provided pursuant to Section
3.01 of this  Remarketing  Agreement,  (ii) all  reasonable  fees  and  expenses
incurred  with  the  prior  consent  of  the  Company  in  connection  with  the
registration of the Bonds under any state  securities  laws,  (iii) all expenses
and costs to effect the authorization, preparation, issuance, registration under
any  federal  securities  laws or the  

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procurement of an exemption therefrom,  delivery and sale of the Bonds, and (iv)
the reasonable cost of obtaining any rating on the Bonds.

Section 4.03.     Term.

                  This  Remarketing  Agreement will terminate upon the effective
date  of  the  resignation  or  removal  of  KeyBank  National   Association  as
Remarketing  Agent  in  accordance  with  the  provisions  of  this  Remarketing
Agreement and Section 12.01 of the Indenture.

                  Upon  the  termination  of  this  Remarketing  Agreement,  the
provisions  of Section  4.01  hereof  will  continue to remain in effect and any
Bonds or moneys then held by KeyBank National  Association as Remarketing  Agent
will be  delivered  to the  successor  remarketing  agent  or,  if  there  is no
successor, to the Trustee.

Section 4.04      Suspension of Remarketing.

                  The  Remarketing  Agent may  suspend its  remarketing  efforts
immediately upon the occurrence of any of the following  events,  but only after
notice (a "Discretionary  Suspension  Notice") to the Issuer,  the Company,  the
Trustee,  and the Credit Facility Issuer, which suspension will continue only so
long as the event continues to exist if, in the Remarketing  Agent's  reasonable
judgment,  the  continuance  of the event has a material  adverse  effect on its
ability to remarket the Bonds:

                  (a)      a  suspension  or material  limitation  in trading in
securities generally on the New York Stock Exchange;

                  (b)      a general moratorium on commercial banking activities
in New York is declared by either federal or New York State authorities;

                  (c)      the  engagement by the United  States in  hostilities
resulting in a declaration  of war or national  emergency,  or the occurrence of
any other  outbreak of  hostilities  or national  or  international  calamity or
crisis, financial or otherwise;

                  (d)      the enactment of a federal law, or the rendering of a
decision by a court of the United  States,  or the  issuance or making of a stop
order, ruling,  regulation or official statement by, or on behalf of, the United
States Securities and Exchange  Commission or other  governmental  agency having
jurisdiction  of the subject  matter,  in any such case to the effect that,  the
offering or sale of  obligations of the general  character of the Bonds,  or the
remarketing of the Bonds, as contemplated hereby, is or would be in violation of
any provision of the Securities Act of 1933, as amended (the  "Securities  Act")
and as then in effect,  or the Securities  Exchange Act of 1934, as amended (the
"Exchange  Act") and as then in effect,  or the Trust  Indenture Act of 1939, as
amended (the "Trust  Indenture Act") and as then in effect,  or with the purpose
or effect of otherwise  prohibiting  the offering or sale of  obligations of the
general character of the Bonds, or the Bonds, as contemplated hereby;

                  (e)      any event shall  occur or  information  shall  become
known,  which, in the Remarketing  Agent's  reasonable  judgment,  makes untrue,
incorrect or  misleading in any material  respect any  statement or  information
contained  in  the  then  most  current  Placement  Memorandum  provided  to the
Remarketing Agent in connection with the performance of its duties hereunder, or


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causes such document to contain an untrue,  incorrect or misleading statement of
a  material  fact or to omit to state a  material  fact  required  to be  stated
therein  or  necessary  to make the  statements  made  therein,  in light of the
circumstances under which they were made, not misleading;

                  (f)      any  governmental  authority shall impose,  as to the
Bonds,  or  obligations  of the general  character  of the Bonds,  any  material
restrictions not now in force, or increase materially those now in force;

                  (g)      any of the material representations and warranties of
the  Company  made  hereunder  shall not have been true and  correct on the date
made; or

                  (h)      the  Company  fails to  observe  any of the  material
covenants or agreements made herein.

Section 4.05.     Remarketing Agent's Performance.

                  The duties and obligations of the  Remarketing  Agent shall be
determined  solely by the express  provisions of this Remarketing  Agreement and
the  Indenture,  and the  Remarketing  Agent  shall not be  responsible  for the
performance of any duties and  obligations  other than as are  specifically  set
forth in this Remarketing Agreement and the Indenture,  and no implied covenants
or obligations  shall be read into this  Remarketing  Agreement or the Indenture
against the Remarketing  Agent. The Remarketing Agent may conclusively rely upon
any  notice  or  document  given  or  furnished  to it,  and  conforming  to the
requirements of this Remarketing Agreement or the Indenture, and the Remarketing
Agent may rely and shall be protected in acting upon such notice or any document
reasonably  believed  by it to be  genuine  and to have  been  given,  signed or
presented by the proper party or parties. The Remarketing Agent will endeavor to
comply with all applicable laws and regulations in the performance of its duties
hereunder and under the Indenture and the Installment Sale Agreement.

Section 4.06        Remarketing Agent Not to Act as Underwriter.

                  It is understood  and agreed that the  Remarketing  Agent,  in
entering  into this  Remarketing  Agreement,  is obligated to remarket the Bonds
upon  consideration of prevailing  financial market  conditions  pursuant to the
Indenture.  The  Remarketing  Agent shall not,  in  fulfilling  its  obligations
hereunder, act as an underwriter for Bonds and is in no way obligated,  directly
or  indirectly,  to advance  its own funds to  purchase  Bonds  delivered  to it
pursuant to the Indenture.

Section 4.05.     Notices.

                  Unless  otherwise  specified,  any notices,  requests or other
communications  given or made  hereunder  or  pursuant  hereto  shall be made in
writing  and shall be deemed to have been  validly  given or made if either duly
mailed by  certified or  registered  mail,  return  receipt  requested,  or hand
delivered,  addressed as follows: if to the Company,  Spurlock  Adhesives,  Inc.
5090 General Mahone  Highway,  Waverly,  Virginia 23890,  Attention:  Phillip S.
Sumpter,  if to the Issuer,  County of Saratoga  Industrial  Development Agency,
Saratoga County Municipal  Center,  40 McMaster  Street,  Ballston Spa, New York
12020 Attention:  Administrator, with a copy to Snyder, Kiley, Toohey & Corbett,
LLP,  160 West  Avenue,  P.O.  Box  4367,  Saratoga  Springs,  New  York  12866,
Attention:  Michael J. Toohey,  Esq., and if to the Remarketing  Agent,  KeyBank
National  Association,   127  Public  Square,  Fourth  Floor,  Cleveland,   Ohio
44114-1306, Attention: Trading and 


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<PAGE>

Underwriting  Department,  OH--01-27-0419.  The Notice Address shall constitute,
for the purposes set forth in the  Indenture,  the  principal  office of KeyBank
National Association as Remarketing Agent.

Section 4.06      No Recourse; Special Obligations.

                  (a)      The   obligations   and   agreements  of  the  Issuer
contained  herein and in the other Financing  Documents and any other instrument
or  document  executed  in  connection  herewith,  and any other  instrument  or
document  supplemental  thereto or hereto,  shall be deemed the  obligations and
agreements of the Issuer, and not of any member,  officer, agent (other than the
Company) or employee of the Issuer in his individual  capacity,  and the members
officers,  agents (other than the Company) and employees of the Issuer shall not
be liable personally  hereon or thereon or be subject to any personal  liability
or  accountability  based  upon  or in  respect  hereof  or  thereof  or of  any
transaction contemplated hereby or thereby. The obligations and agreement of the
Issuer  contained  herein and therein  shall not  constitute or give rise to any
obligations of the State or of Saratoga County,  New York, and neither the State
nor Saratoga County,  New York shall be liable hereon or thereon,  and, further,
such  obligations and agreements  shall not constitute or give rise to a general
obligation  of  the  Issuer,  bur  rather  shall  constitute  limited,   special
obligations of the Issuer payable solely from the revenues of the Issuer derived
and to be derived  from the sale of other  disposition  of the  Project  and the
other  collateral  pledged as security  therefor (except for revenues derived by
the Issuer with respect to the Unassigned Issuer's Rights).

                  (b)      No order  or  decree  of  specific  performance  with
respect to any of the obligations of the Issuer hereunder or thereunder shall be
sought or enforced against the Issuer unless (i) the party seeking such order or
decree  shall  first  have  requested  the  Issuer in writing to take the action
sought in such order or decree of specific performance,  and ten (10) days shall
have  elapsed  from the date of receipts of such  request,  and the Issuer shall
have  refused to comply with such  request (or, if  compliance  therewith  would
reasonably  be expected  to take longer than ten (1) days,  shall have failed to
institute  and  diligently  pursue  such  action to cause  compliance  with such
request) or failed to respond within such notice period,  and (ii) if the Issuer
refuses to comply with such request and the Issuer's  refusal to comply is based
on its reasonable  expectation  that it will incur fees and expenses,  the party
seeking  such order or decree shall have placed in an account with the Issuer an
amount or undertaking  sufficient to cover such  reasonable  frees and expenses,
and (iii) if the Issuer  refuses to comply with such  request  and the  Issuer's
refusal to comply is based on its reasonable  expectation  that it or any of its
members, officers, agents (other than the Company) or employees shall be subject
to potential  liability,  the party seeking such order or decree shall (A) agree
to  indemnify  and hold  harmless the Issuer and its  members,  officer,  agents
(other than the  Company)  and  employees  against any  liability  incurred as a
result of its compliance  with such demand,  and (B) if requested by the Issuer,
furnish  to the  Issuer  satisfactory  security  to  protect  the Issuer and its
members,  officers,  agents (other than the Company) and  employees  against all
liability expected to be incurred as a result of compliance with such request.





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<PAGE>



                  IN  WITNESS   WHEREOF,   the  Issuer,   the  Company  and  the
Remarketing Agent have caused this Remarketing  Agreement to be duly executed by
their duly authorized representatives,  respectively, as of the date first above
written.


                                        COUNTY OF SARATOGA INDUSTRIAL
                                        DEVELOPMENT AGENCY


                                        By: /s/ Floyd H. Rourke
                                            ----------------------------------
                                            Floyd H. Rourke
                                            Chairman


                                        SPURLOCK ADHESIVES, INC.


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

                                        KEYBANK NATIONAL ASSOCIATION


                                        By: /s/
                                            ----------------------------------
                                        Its: Vice President
                                             ---------------------------------




361\25081AAB.82Y


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