Exhibit 10.37

                       GUARANTY OF PAYMENT AND PERFORMANCE


         THIS  GUARANTY OF PAYMENT AND  PERFORMANCE  dated as of October 1, 1997
(the "Guaranty") from SPURLOCK INDUSTRIES,  INC., a Virginia corporation with an
office at 5090 General Mahone Highway, Waverly, Virginia 23890 (the "Guarantor")
to KEYBANK NATIONAL  ASSOCIATION,  a national banking association with an office
for the transaction of business  located at 66 South Pearl Street,  Albany,  New
York 12207 (the "Bank").

                              W I T N E S S E T H:

         WHEREAS, the County of Saratoga Industrial Development Agency, a public
benefit  corporation  duly organized and existing under the laws of the State of
New  York  (the  "Issuer"),  intends  to  issue  its  Multi-Mode  Variable  Rate
Industrial Development Revenue Bonds (Spurlock Adhesives,  Inc. Project), Series
1997A in the aggregate principal amount of $6,000,000 (the "Bonds'); and

         WHEREAS,  the  Bonds are to be issued  under  and  pursuant  to a Trust
Indenture,  dated as of October 1, 1997 (the  "Indenture")  by and  between  the
Issuer and Star Bank, N.A., as Trustee (the "Trustee"); and

         WHEREAS,  the  proceeds  of the Bonds are to be  advanced  to  Spurlock
Adhesives,  Inc. (the "Applicant") to assist in the financing of the Project (as
defined in the Indenture); and

         WHEREAS,  to provide security for the Bonds, the Bank is about to issue
its  irrevocable  transferable  direct  pay  letter of credit  (the  "Letter  of
Credit") in favor of the Trustee; and

         WHEREAS,  in  connection  with the Letter of  Credit,  the Bank and the
Applicant  have or are about to enter  into the  Letter of Credit  Reimbursement
Agreement dated as of October 1, 1997 (the "Reimbursement Agreement"); and

         WHEREAS, to provide additional financing for the Project, the Bank will
make a $1,500,000 term loan (the "Term Loan") to the Applicant,  which Term Loan
will be evidenced by a  $1,500,000  Promissory  Note (the "Term Loan Note") from
the Applicant to the Bank; and

         WHEREAS,  the Bank is  unwilling  to issue the Letter of Credit or make
the Term Loan unless it receives this Guaranty; and

         WHEREAS,  the Guarantor is willing to enter into this Guaranty in order
to induce  the Bank to issue the Letter of Credit and make the Term Loan and the
Guarantor has approved the form and  substance of (i) any documents  executed or
delivered  by  Applicant  in  connection  with the Bonds  and the  Reimbursement
Agreement  (the  "Financing  Documents")  and (ii)  any  documents  executed  or
delivered  by  Applicant  in  connection  with the Term  Loan  (the  "Term  Loan
Documents").


<PAGE>

         NOW, THEREFORE,  in order to induce the Bank to (i) issue the Letter of
Credit and (ii) make the Term Loan and in  consideration  of the premises and of
other good and  valuable  consideration,  the  Guarantor  intends  to  guarantee
absolutely and  unconditionally to the Bank, the punctual payment of all amounts
payable by the  Applicant  under (y) the  Reimbursement  Agreement and the other
Financing Documents and (z) the Term Loan Note and the other Term Loan Documents
and such  further  payment  and  performance  as may be set  forth in  Article 2
hereof.

                                    ARTICLE 1

                 REPRESENTATIONS AND WARRANTIES OF THE GUARANTOR

         The Guarantor hereby represents and warrants to Bank that:

         Section 1.1     Capacity of the Guarantor.  The Guarantor:

                  (A)    is a corporation  duly organized,  validly existing and
                         in good  standing  under  the laws of the  state of its
                         formation,  without  limitation  on the duration of its
                         existence;

                  (B)    has the power and authority to own its  properties  and
                         assets  and to  carry  on  its  business  as now  being
                         conducted; and

                  (C)    has the power and  authority  to  execute,  deliver and
                         perform  this  Guaranty  as required  hereunder  and to
                         guarantee  the  payments  to be made  by the  Applicant
                         under (i) the  Reimbursement  Agreement  with regard to
                         the  principal  of,  redemption  premium,  if any,  and
                         interest on the Bonds pursuant to the provisions hereof
                         and (ii) the Term Loan Note;  and this  Guaranty is the
                         legal,  valid and binding  obligation  of the Guarantor
                         enforceable in accordance with its terms;

         Section 1.2     No Violation of Restrictions. Neither the execution and
delivery of this Guaranty,  the  consummation of the  transactions  contemplated
hereby nor the fulfillment of or compliance with the provisions of this Guaranty
will  conflict  with or  result in a breach of the  Guarantor's  certificate  of
incorporation  or  by-laws  or,  in any  material  respect,  any  of the  terms,
covenants, conditions or provisions of any agreement, judgment or order to which
the Guarantor is a party or by which the Guarantor is bound,  or will constitute
a default under any of the foregoing, or result in the creation or imposition of
any lien of any nature whatsoever.

         Section 1.3     Compliance  with  Law.  The  Guarantor  (A)  is  not in
violation  of any  law,  ordinance,  governmental  rule,  regulation,  order  or
judgment to which the Guarantor may be subject or which would materially  affect
the  business  of the  Guarantor  and (B) has not failed to obtain any  license,
permit,  franchise or other governmental  authorization necessary to the conduct
of its  present  business.  


                                       2
<PAGE>

         Section 1.4     Financial   Statements.    The   financial   statements
submitted  by the  Guarantor,  including  balance  sheets,  statement of income,
retained earnings and other related schedules,  to the Bank fairly represent the
financial condition of the Guarantor as of and for the period ending on the date
of each statement and there has been no material adverse change in the financial
conditions  of the  Guarantor  since  the  most  recent  date of the  statements
submitted to Bank.

         Section 1.5     Solvency of Guarantor and  Applicant.  The Guarantor is
solvent and has made an appropriate financial investigation of the Applicant and
has  determined  that the  Applicant is solvent at the time of execution of this
Guaranty.

                                    ARTICLE 2

                            COVENANTS AND AGREEMENTS

         Section 2.1     Guaranty  of  Payment.   The   Guarantor   irrevocably,
absolutely and unconditionally guarantees to the Bank:

         (A)     (1)(a) The full and prompt payment by the Applicant of each and
every draw made by the Trustee  under the Letter of Credit,  such  payment to be
made in accordance with the terms of the Reimbursement  Agreement (together with
all interest accrued  thereon,  and fees and expenses of the Bank thereunder and
as  more  particularly  set  forth  in  Section  3  and 4 of  the  Reimbursement
Agreement),  as such relate to the  principal of the Bonds and the  indebtedness
represented  thereby,  and the redemption premium, if any, on the Bonds when and
as the same  shall  become  due and  payable,  whether  at the  stated  maturity
thereof, by acceleration,  call for redemption,  or if tendered for purchase and
not remarketed, or otherwise; (b) the full and prompt payment of interest on the
Bonds when and as the same shall become due and payable; (c) the full and prompt
payment of an amount  equal to each and all of the  payments  and any other sums
when and as the same shall  become  due,  required  to be paid by the  Applicant
under the terms of the Installment Sale Agreement (as defined in the Indenture);
and (d) the full and prompt  payment of all  principal,  interest and other sums
when and as the same shall  become due and payable  under the Term Loan Note and
the other  Term Loan  Documents  (the  preceding  hereinafter  collectively  the
"Indebtedness");  and (2) the full and prompt  performance and observance by the
Applicant of all of the  obligations,  covenants and  agreements  required to be
performed  and observed by the  Applicant  under the terms of the  Reimbursement
Agreement,  the Term Loan Note, the other Financing Documents and the other Term
Loan Documents.

         The Guarantor hereby irrevocably and  unconditionally  agrees that upon
any default by the Issuer in the payment,  when due, of the  Indebtedness,  upon
demand of the Bank,  the Guarantor  shall  promptly pay the same.  The Guarantor
further hereby irrevocably and unconditionally  agrees that (i) upon any default
by the Applicant in the payment of the Indebtedness, the Guarantor will promptly
pay  the  same,  and  (ii)  upon  any  default  by the  Applicant  in any of the
obligations,  covenants and agreements  required to be performed and observed by
the Applicant under the Installment Sale Agreement, the Building Loan Agreement,



                                       3
<PAGE>

the Mortgage,  the Term Loan Note, the other  Financing  Documents and the other
Term  Loan  Documents,   the  Guarantor  will  effect  the  observance  of  such
obligations,  covenants and  agreements.  All payments by the Guarantor shall be
paid in lawful money of the United States of America.  Each and every default in
the payment of the Indebtedness,  or in the prompt performance and observance by
the Applicant of all of the obligations, covenants and agreements required to be
performed  and observed by the  Applicant  under the terms of the  Reimbursement
Agreement,  the Term Loan Note, the other Financing  Documents or the other Term
Loan  Documents,  shall give rise to a separate cause of action  hereunder,  and
separate suits may be brought hereunder as each cause of action arises.

         (B)     The Guarantor further agrees that this Guaranty  constitutes an
absolute, unconditional,  present and continuing guarantee of payment and not of
collection,  and waives any right to require  that any resort be had by the Bank
to (1) any  security  held by or for the  benefit of the Bank for payment of the
Indebtedness,  (2) the Bank's rights against any other person,  or (3) any other
right or remedy available to the Bank by contract,  applicable law or otherwise.
The obligations of the Guarantor  under this Guaranty are direct,  unconditional
and completely independent of the obligations of any other person or entity, and
a separate  cause of action or  separate  causes of action  may be  brought  and
prosecuted  against the  Guarantor  without the necessity of joining the Issuer,
the Trustee or any other party or previously  proceeding  with or exhausting any
other  remedy  against  any other  person who might have  become  liable for the
Indebtedness or of realizing upon any security held by or for the benefit of the
Bank.  The  Guarantor  further  waives any  benefits  of any credit for the fair
market  value of the  Project  Facility in any action for  foreclosure  or for a
deficiency  judgment  (including  any credit under  Section 1371 of the New York
Real Property Actions and Proceedings Law).

         Section 2.2     Obligations  Unconditional.   The  obligations  of  the
Guarantor  under this Guaranty  shall be absolute and  unconditional,  and shall
remain in full force and effect until the entire Indebtedness, and all payments,
obligations,  covenants and agreements of the Applicant under the  Reimbursement
Agreement,  the Term Loan Note, the other Financing  Documents or the other Term
Loan  Documents,  shall have been paid in full or provided  for,  and all costs,
Bank's fees and commissions and expenses,  if any,  referred to in the Financing
Documents and the Term Loan  Documents  shall have been paid in full and, to the
extent  permitted by law, such  obligations  shall not be affected,  modified or
impaired by any state of facts or the happening  from time to time of any event,
including,  without limitation, any of the following, whether or not with notice
to or the consent of the Guarantor:

                  (A)     The   invalidity,    irregularity,    illegality    or
         unenforceability  of , or any defect in, the  Reimbursement  Agreement,
         the Term Loan Note, any Financing Document or any Term Loan Document of
         any collateral security for any thereof (the "Collateral").



                                       4
<PAGE>


                  (B)     Any  present or future law of order of any  government
         (de jeure or de facto) or of any agency  thereof  purporting to reduce,
         amend or otherwise affect the Bonds, the Reimbursement  Agreement,  the
         Term Loan Note,  any other  Financing  Document  or any other Term Loan
         Document or any other  obligation  of the Issuer,  the Applicant or any
         other obligor or to any other terms of payment.

                  (C)     The  waiver,   compromise,   settlement,   release  or
         termination of any or all of the  obligations,  covenants or agreements
         of any obligor under the Reimbursement Agreement, the Term Loan Note or
         any other Financing Document or Term Loan Document.

                  (D)     The  failure to give  notice to the  Guarantor  of the
         occurrence of any event of default under the  Reimbursement  Agreement,
         the  Term  Loan  Note or any  other  Financing  Document  or Term  Loan
         Document.

                  (E)     The loss, release, sale, exchange,  surrender or other
         change in any Collateral.

                  (F)     The   extension   of  the  time  for  payment  of  the
         Indebtedness  or any  amounts  that are due or may become due under the
         Reimbursement  Agreement,  the  Term  Loan  Note  or any  of the  other
         Financing  Documents  or  Term  Loan  Documents  or  of  the  time  for
         performance of any other obligations,  covenants or agreements under or
         arising out of the Reimbursement  Agreement,  the Term Loan Note or any
         other Financing  Document or Term Loan Document or any extension or the
         renewal of any thereof.

                  (G)     The  modification  or amendment  (whether  material or
         otherwise)  of any  obligation,  covenant or agreement set forth in the
         Reimbursement  Agreement,  the Term Loan  Note or any  other  Financing
         Document or Term Loan Document.

                  (H)     The taking  of, or the  omission  to take,  any of the
         actions referred to in the Reimbursement  Agreement, the Term Loan Note
         or any other Financing Document or Term Loan Document.

                  (I)     Any failure, omission or delay on the part of the Bank
         to enforce,  assert or exercise any right, power or remedy conferred on
         the Bank in the  Reimbursement  Agreement,  the Term  Loan  Note or any
         other Financing Document or Term Loan Document.

                  (J)     The voluntary or involuntary liquidation, dissolution,
         sale or  other  disposition  of all or  substantially  all the  assets,
         marshalling  of  assets  and  liabilities,   receivership,  insolvency,
         bankruptcy,  assignment  for the benefit of creditors,  reorganization,
         arrangement, composition with creditors or readjustment of, or other


                                       5
<PAGE>

         similar  proceedings  affecting  the  Guarantor,  the  Applicant or the
         Issuer or any of their  assets,  or any  allegation  or  contest of the
         validity  of the  Reimbursement  Agreement,  the Term  Loan Note or any
         other Financing Document or Term Loan Document.

                  (K)     The  default  or  failure  of the  Guarantor  to fully
         perform any obligations set forth in this Guaranty.

                  (L)     Any event or action that would, in the absence of this
         paragraph, result in the release or discharge of the Guarantor from the
         performance  or  observance  of any  obligation,  covenant or agreement
         contained in this Guaranty.

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

         Section 2.3      Waiver by Guarantor.  The Guarantor hereby waives:

                  (A)     Notice of acceptance of this Guaranty.

                  (B)     Diligence,  presentment  and demand for payment of the
         Bonds and/or the  Indebtedness  and/or any other  obligation  under the
         Reimbursement  Agreement,  the Term Loan  Note or any  other  Financing
         Document or Term Loan Document.

                  (C)     Protest and notice or protest,  dishonor or default to
         the  Guarantor  or to any other  party with  respect to the Bonds,  the
         Reimbursement  Agreement,  the Term Loan  Note or any  other  Financing
         Document or Term Loan Document.

                  (D)     Any  and all  notice  to  which  the  Guarantor  might
         otherwise be entitled.

                  (E)     Any demand for payment under this Guaranty,  except as
         expressly provided herein.

                  (F)     Any and all  defenses  to payment  including,  without
         limitation,  any defenses  and  counterclaims  of the  Guarantor or the
         Applicant based upon fraud,  negligence or the failure of any condition
         precedent  or claims of offset or defenses  involving  the  invalidity,
         irregularity or  unenforceability of all or any part of the liabilities
         herein guaranteed or any defense  otherwise  available to the Guarantor
         or the Applicant.

                  (G)     Any  and all  rights  of  subrogation,  reimbursement,
         indemnity,  exoneration,  contribution  or any  other  claim  which the
         Guarantor may now or hereafter  have against the Applicant or any other
         person directly or contingency  liable for the Indebtedness  guaranteed
         hereunder,  or against  or with  respect  to the  Applicant's  property
         (including,



                                       6
<PAGE>

         without   limitation,   property   collateralizing   the   Bonds,   the
         Reimbursement  Agreement  and/or the Term Loan Note),  arising from the
         existence  or  performance  of this  Guaranty  and  whether or not such
         claim,  right or remedy arises in equity,  under contract,  by statute,
         under common law or otherwise.

         Section 2.4     Nature of  Guaranty.  This  Guaranty  is a guaranty of
payment and not of  collections  and the  Guarantor  hereby  waives the right to
require that any action be brought  first against the Applicant or any security,
or to  require  that  resort be made to any  security  or to any  balance of any
deposit  account on credit on the books of the Bank in favor of the Applicant or
of any Guarantor.

         Section 2.5     Continuation of Guaranty.  The Guarantor further agrees
that the obligations hereunder shall continue to be effective or reinstated,  as
the case may be, if at any time payment or any part thereof of the  Indebtedness
is rescinded or must  otherwise be restored by the Bank upon the  bankruptcy  or
reorganization of the Applicant, the Guarantor, the Issuer or otherwise.

         Section 2.6     Subordination    of   Debt.   The   Guarantor    hereby
subordinates  any and all  indebtedness  of Applicant  now or hereafter  owed to
Guarantor  to all  Indebtedness  of  Applicant to Bank and agrees with Bank that
Guarantor  shall not demand or accept any payment from Applicant  after an Event
of  Default,  shall not  claim any  offset  or other  reduction  of  Guarantor's
obligations  hereunder  because of any such  indebtedness and shall not take any
action to obtain any interest in any of the security described in and encumbered
by the Financing  Documents and/or the Term Loan Documents;  provided,  however,
that, if Bank so requests,  such indebtedness  shall be collected,  enforced and
received by  Guarantor  as trustee for Bank and paid over the Bank on account of
the  indebtedness of Applicant to Bank, but without reducing or affecting in any
manner the  liability of Guarantor  under the other  provisions of this Guaranty
except to the extent the principal amount of such outstanding indebtedness shall
have been reduced by such payment.

         Section 2.7     Financial  Information.  Guarantor  will advise Bank in
writing if Guarantor operates on other than a calendar year basis. The Guarantor
will provide audit level fiscal year end financial statements within 120 days of
the end of its fiscal year.  Guarantor also agrees to deliver to Bank, from time
to time at the request of Bank, such other financial information with respect to
Guarantor as Bank may reasonably request.

         Section 2.8     Transfer of Interest.  Guarantor  agrees not to make or
permit to be made,  by a voluntary  or  involuntary  means,  any transfer of the
interest of  Guarantor  in the  Applicant,  without  first  obtaining  the prior
written consent of Bank.



                                       7
<PAGE>

                                    ARTICLE 3

                                EVENTS OF DEFAULT

         Section 3.1     Events of Default Defined.  An "Event of Default" shall
exist if any of the following occurs:

                  (A)    The  Guarantor  fails to perform or observe any payment
         covenant contained herein.

                  (B)    The Guarantor  shall fail to perform any other covenant
         contained herein, for thirty (30) days after the Bank has given written
         notice of such failure to the Guarantor.

                  (C)    Any warranty,  representation  or other statement by or
         on behalf  of the  Guarantor  contained  in this  Guaranty  is false or
         misleading in any material respect when made.

                  (D)    A receiver,  liquidator  or trustee of the Guarantor or
         any of its property is appointed  by court order,  or the  Guarantor is
         adjudicated bankrupt or insolvent or any of its property is sequestered
         by court  order and such order  remains in effect for more than  ninety
         (90) days,  or a petition  is filed  against  the  Guarantor  under any
         bankruptcy,  reorganization,  arrangement,  insolvency, readjustment of
         debt,  dissolution or liquidation law of any jurisdiction,  whether now
         or hereafter in effect, and is not dismissed within ninety (90) days of
         such filing.

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

                  (F)    The Guarantor  makes an  assignment  for the benefit of
         creditors or admits in writing inability to pay debts generally as they
         become due, or consents to the  appointment  of a receiver,  trustee or
         liquidator of all or any part of his or its property.

                  (G)    The  occurrence  of  an  event  of  default  under  the
         Reimbursement  Agreement  or  any  other  Financing  Document  or  Bank
         Document.

         Section 3.2     Remedies  on  Default.  If an Event of Default  exists,
Bank may proceed to enforce  the  provisions  hereof and to  exercise  any other
rights, powers and remedies available to the Bank.



                                       8
<PAGE>

         Section 3.3     Waiver and Notice.

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

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

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

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


                                    ARTICLE 4

                                  MISCELLANEOUS

         Section 4.1     Governing  Law. This Guaranty  shall be governed by and
construed in accordance with the laws of the State of New York.

         Section 4.2     Submission  to   Jurisdiction.   The  Guarantor  hereby
irrevocably  and  unconditionally  agrees  that any suit,  action or  proceeding
arising out of or relating to this  Guaranty  may be brought in the state courts
of the State of New York or federal district court for Northern  District of New
York and  waives  any  right to  object  to  jurisdiction  within  either of the
foregoing  forums by Bank.  Nothing  contained  herein  shall  prevent Bank from
bringing any suit,  action or proceeding or  exercising  any rights  against any
security and against any Guarantor  personally,  and against any property of any
Guarantor,  within any other  jurisdiction  and the  initiation  of such  suite,
action or  proceeding  or taking of such  action in any such other  jurisdiction
shall in no event  constitute a waiver of the agreements  contained  herein with
respect  to the  laws  of the  State  of  New  York  governing  the  rights  and
obligations of the parties hereto or the agreement of the Guarantor to submit to
personal jurisdiction within the State of New York.

         Section 4.3     Waiver of Jury Trial. The Guarantor and Bank agree that
any suit, action or proceeding arising under or in connection with this Guaranty
shall be before a court without a jury.



                                       9
<PAGE>

         Section 4.4     Successors  and Assigns.  This Guaranty  shall inure to
the  benefit of and be binding  upon the  successors  and assigns of each of the
parties hereto.

         Section 4.5     Notices.  Any notices required or permitted to be given
hereunder  shall be (i)  personally  delivered  or (ii) given by  registered  or
certified mail, postage prepaid, return receipt requested, or (iii) forwarded by
overnight courier service, in each instance addressed to the addresses set forth
at the head of this  Guaranty,  or such other  addresses  as the parties may for
themselves  designate in writing as provided herein for the purpose of receiving
notices hereunder. All notices shall be in writing and shall be deemed given, in
the case of notice by personal delivery,  upon actual delivery,  and in the case
of  appropriate  mail or courier  service,  upon  deposit  with the U.S.  Postal
Service or delivery to the courier service.

         Section 4.6     Entire  Agreement.  This  Guaranty,  the  Reimbursement
Agreement,  the Term Loan Note, the other Financing Documents and the other Term
Loan  Documents  constitute  the entire  understanding  between  Applicant,  the
Guarantor  and the Bank and the extent that any  writings not signed by the Bank
or oral  statements of  conversations  at any time made or had are  inconsistent
with the provisions of this Guaranty, the same shall be null and void.

         Section 4.8     Amendments.   No   amendment,   change,   modification,
alteration or termination of this Guaranty shall be made except upon the written
consent of the Bank.

         Section 4.9     Assignment.  This  Guaranty  is  assignable  by Bank in
whole  or in  part  in  conjunction  with  an  assignment  of the  Reimbursement
Agreement and/or the Term Loan Note and any assignment hereof or any transfer or
assignment of the Reimbursement  Agreement and/or the Term Loan Note or portions
thereof  shall  operate to vest in any such  assignee the rights and powers,  in
whole or in part, as appropriate, herein conferred upon and granted to Bank.

         Section 4.10    Partial Invalidity.  The invalidity or unenforceability
of any one or more  phrases,  sentences,  clauses or sections  in this  Guaranty
shall not affect the validity or enforceability of the remaining portions of the
Guaranty or any part thereof.

         IN WITNESS WHEREOF,  the Guarantor has executed this Guaranty as of the
day and year first above written.

                                           SPURLOCK INDUSTRIES, INC.


                                           By: /s/ Phillip S. Sumpter
                                               ---------------------------------
                                               Phillip S. Sumpter,
                                               Authorized Officer



                                       10
<PAGE>

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

         On this 9th day of October,  1997, before me personally came Phillip S.
Sumpter,  to me known,  who being by me duly  sworn,  did depose and say that he
resides at 33296  Shingleton  Road,  Waverly,  Virginia;  that he is a Exec Vice
President of Spurlock Industries,  Inc., the corporation described in, and which
executed the above  instrument;  and that he signed his name thereto by order of
the board of directors of said corporation.


                                               /s/ Kevin J. Kelley
                                               ---------------------------------
                                               NOTARY PUBLIC

                                                        Kevin J. Kelley
                                               Notary Public, State of New York
                                                  Qualified in Albany County
                                                 Commission Expires 10/31/97

01294\guaranty



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