Exhibit 10.47

                                 PROMISSORY NOTE
                              (LIBOR RATE; SECURED)

$1,500,000.00                                                 Saratoga, New York
                                                  Dated:  As of October 10, 1997


         FOR VALUE RECEIVED,  SPURLOCK ADHESIVES,  INC., a Virginia  corporation
with an office for the  transaction  of business  located at 5090 General Mahone
Highway,  Waverly,  Virginia  (the  "Borrower")  promises to pay to the order of
KEYBANK NATIONAL ASSOCIATION, a national banking association, with its principal
office and place of business at 66 South Pearl  Street,  Albany,  New York 12207
("KeyBank")  the  principal  sum of One Million  Five Hundred  Thousand  Dollars
($1,500,000.00)  or so much  thereof  as may be  advanced  from  time to time in
accordance  with the terms of this Note,  with interest on the unpaid  principal
balance of such amount from the date of this Note or such  advance,  as the case
may be, at the Interest Rate (hereinafter defined).

         This Note evidences a loan (the "Loan") made, or so much thereof as may
be made, by KeyBank to Borrower,  in the principal amount hereof, and is secured
by (a) a mortgage  from County of Saratoga  Industrial  Development  Agency (the
"Issuer")  and the  Borrower  to  KeyBank  dated  as of  October  1,  1997  (the
"Mortgage")  which creates a first lien on certain real property  located in the
Town of Moreau, Saratoga County, State of New York (the "Real Property");  (b) a
security  agreement  dated as of October 1, 1997 from  Borrower to KeyBank  (the
"Security  Agreement")  which,  together with financing  statements  executed in
conjunction  therewith  (the  "Financing  Statements"),  creates  a  first  lien
security  interest in certain personal  property (the "Personal  Property") more
particularly   described  in  the  Security  Agreement;   (c)  the  irrevocable,
unconditional guaranty of payment by Spurlock Industries, Inc. (the "Guarantor")
of the Loan set forth in a guaranty of payment  dated as of October 1, 1997 from
the Guarantor to KeyBank (the  "Guaranty");  and (d) such other  security as may
now or hereafter be given to KeyBank by Borrower as collateral for the Loan (the
Mortgage, the Security Agreement,  the Financing Statements,  the Guaranty, this
Note and such other documents evidencing such other security which may hereafter
be given as  further  security  for,  or in  connection  with,  the Loan,  being
hereinafter collectively referred to as the "Term Loan Documents").

                                       I.

                                   DEFINITIONS


         Except as otherwise defined herein, capitalized terms used herein shall
have the following definitions:



<PAGE>

         "Default  Interest Rate" shall mean the  applicable  Interest Rate plus
four (4%)  percent  per annum;  provided,  however,  after  maturity of the Loan
(whether by acceleration or otherwise), the principal of the Loan and the unpaid
interest and fees thereon  shall bear  interest at a rate per annum equal to the
greater of three percent (3%) in excess of the highest applicable  interest rate
provided for herein, or sixteen percent (16%).

         "Interest  Rate"  shall  mean the  rate of  interest  to be  calculated
hereunder and paid by Borrower on any outstanding  principal due under this Note
and shall be either the LIBOR Rate or the Variable Rate.

         "Interest Rate Election Period" shall mean the time period during which
interest is to accrue on the  principal  balance  hereof at the LIBOR  Rate.  An
Interest Rate Election  Period shall be a term of one month (or, if this Note is
dated on other  than the  first  day of a month,  for the  first  Interest  Rate
Election Period only, the time period between the date of this Note and the last
day of the month in which this Note is dated, inclusive).  In no event shall any
Interest Rate Election Period extend beyond the Maturity Date of the Loan.

         "LIBOR"  shall  mean the rate per annum  calculated  by KeyBank in good
faith,  which KeyBank  determines  with reference to the rate per annum (rounded
upwards  to the next  higher  whole  multiple  of  1/16%  if such  rate is not a
multiple) at which  deposits in United States  dollars for one month are offered
by prime banks in the London interbank  eurodollar market on the first day of an
Interest  Rate  Election  Period  in an  amount  comparable  to the  outstanding
principal balance of the Loan.

         "LIBOR  Rate"  shall  mean a fixed  rate  equal to  LIBOR  plus Two and
Seventy-Five Hundredths (2.75%) percent.

         "LIBOR Reserve  Requirements" means, for any amount bearing interest at
the LIBOR Rate, the maximum  reserves  (whether basic,  supplemental,  marginal,
emergency,  or  otherwise)  prescribed  by the Board of Governors of the Federal
Reserve  System  (or any  successor)  with  respect  to  liabilities  or  assets
consisting of or including "Eurocurrency  liabilities" (as defined in Regulation
D of the Board of Governors of the Federal  Reserve  System) having a term equal
to the Interest Rate Election Period.

         "Maturity Date" shall mean April 1, 2008.

         "Prime  Rate"  shall mean that  interest  rate  established  by KeyBank
National  Association  as  KeyBank's  Prime  Rate,  whether  or not such rate is
publicly  announced.  The Prime Rate may not be the lowest interest rate charged
by KeyBank for commercial or other extensions of credit.

         "Variable  Rate" shall mean a floating  rate equal to the Prime Rate in
effect from time to time.



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<PAGE>

                                       II.

                                    INTEREST


         (a)    COMPUTATION OF INTEREST.  Interest on the outstanding  principal
balance of this Note shall be computed on the basis of a 360-day year.  Interest
shall accrue until the Loan is repaid.

         (b)    INTEREST  RATE  CHANGE  PROCEDURES.  The LIBOR  Rate  calculated
hereunder  for an Interest Rate  Election  Period shall remain  constant for the
Interest Rate Election Period. If the Variable Rate is in effect, each change in
the Prime Rate shall effect a corresponding change in the Variable Rate.

         (c)    IMPLEMENTATION  OF DEFAULT INTEREST RATE. Upon the occurrence of
an Event of Default  (hereinbelow  defined),  the  computation of interest under
this Note shall  immediately and without further action by KeyBank be based upon
the Default Interest Rate.

         (d)    UNAVAILABILITY  OF LIBOR RATE. If KeyBank is unable to offer the
LIBOR Rate for any reason,  KeyBank shall give the Borrower proper notice of its
inability to offer the LIBOR Rate and the Interest Rate for each monthly payment
of interest shall be the Variable Rate.


                                      III.

                            LIBOR RESERVE REQUIREMENT

         If  because of the  introduction  of or any change in or because of any
judicial,  administrative  or other  governmental  interpretation  of any law or
regulation,  there  shall be any  increase  in the cost to  KeyBank  of  making,
funding,  maintaining  or  allocating  capital to the principal  amount  bearing
interest at the LIBOR Rate, including LIBOR Reserve Requirements,  then Borrower
shall from time to time upon  demand by KeyBank pay  KeyBank  additional  moneys
sufficient to compensate KeyBank for such increased cost.

         Any amount or amounts  payable by Borrower to KeyBank  pursuant to this
Article shall be paid by Borrower to KeyBank  within ten (10) days of receipt by
Borrower from KeyBank of a statement setting forth the amount or amounts due and
the basis for the  determination  from time to time of such  amount or  amounts,
which  statement  shall be conclusive and binding upon Borrower  absent manifest
error.


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<PAGE>



                                       IV.

                        PAYMENT OF PRINCIPAL AND INTEREST


         Borrower  shall pay  interest at the  applicable  Interest  Rate on the
unpaid  principal  balance of this Note  beginning on the first day of November,
1997 and continuing on the first day of each month thereafter until the Maturity
Date  (or  such  earlier  date  in  the  event  KeyBank  accelerates  Borrower's
obligations  hereunder),  at which time, any accrued and unpaid interest must be
paid.  Principal  repayment shall begin on May 1, 1998 when Borrower shall begin
making monthly principal  payments in the amount of Twelve Thousand Five Hundred
Dollars  ($12,500) and said monthly  payments shall continue on the first day of
each month thereafter until the Maturity Date (or such earlier date in the event
KeyBank  accelerates  Borrower's  obligations  hereunder)  when the  balance  of
principal remaining unpaid plus interest shall be fully due and payable.

                                       V.

                               GENERAL CONDITIONS


         (a)    METHOD OF PAYMENT.  All payments  under this Note are payable at
66 South Pearl Street, Albany, New York 12207, or at such other place as KeyBank
shall  notify  Borrower in writing.  KeyBank  reserves  the right to require any
payment on this  Note,  whether  such  payment  is of a regular  installment  or
represents  a  prepayment,  to be by wired  federal  funds or other  immediately
available funds or to be paid at a place other than the above address.


         (b)    APPLICATION  OF PAYMENTS  RECEIVED.  Except as may  otherwise be
provided in this Note,  all  payments  received by KeyBank on this Note shall be
applied by KeyBank to any unpaid Late  Payment  Charges  (hereinbelow  defined),
accrued and unpaid interest then due and owing and the reduction of principal of
this Note, in such order and in such amounts as KeyBank may determine  from time
to time.

         (c)    LATE  PAYMENT  CHARGES.  If Borrower  fails to pay any amount of
principal  and/or  interest  on this Note for ten (10) days after  such  payment
becomes due,  whether by acceleration or otherwise,  KeyBank may, at its option,
whether  immediately or at the time of final payment of the amounts evidenced by
this Note,  impose a late payment charge (the "Late Payment Charge") computed by
multiplying the amount of each past due payment by five (5%) percent.  Until any
and all Late Payment Charges are paid in full, the amount thereof shall be added
to the indebtedness secured by any of the Term Loan Documents.  The Late Payment
Charge is not a penalty and is deemed to be  liquidated  damages for the purpose
of  compensating  KeyBank for the  difficulty  in computing the actual amount of
damages incurred by KeyBank as a result of the late payment by Borrower.

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<PAGE>

         (d)    PREPAYMENT.  The principal balance may be prepaid in whole or in
part, in multiples of $100,000 at the end of any Interest  Rate Election  Period
without premium or penalty.

         In the event KeyBank receives partial prepayments, or in the event that
KeyBank  shall  receive  proceeds of  condemnation  or  insurance  proceeds  for
application  against the Loan, such prepayments and proceeds shall be applied to
installments of principal in the inverse order of maturity.

         (e)    ACCELERATION AND DEFAULT. If:

                (1)    Borrower fails to pay any sum due on this Note within ten
(10) days of the date the same is due; or

                (2)    Borrower  shall  fail  to  perform  any  other  covenant,
obligation  or agreement  required to be performed by Borrower  under this Note,
and such failure remains  unremedied for thirty (30) calendar days after KeyBank
shall have given  written  notice  thereof to  Borrower,  or, if such  covenant,
condition or agreement is capable of cure but cannot be cured within such thirty
(30) day  period,  the  failure of the  Borrower to commence to cure within such
thirty  (30) day  period  and  thereafter  diligently  proceed  with all  action
required to complete  said cure within  ninety (90) days of such written  notice
unless such time to cure is otherwise extended by KeyBank in writing; or

                (3)    Any warranty or representation  made or given by Borrower
or any financial or other  statement  submitted by or on behalf of Borrower,  or
the Guarantor in any instrument  furnished in compliance with or in reference to
this  Note or the Term  Loan  Documents  should  be false or  misleading  in any
material respect; or

                (4)    Borrower or the Guarantor  shall  generally not be paying
debts  as they  become  due or file a  petition  or seek  relief  under  or take
advantage  of any  insolvency  law;  make  an  assignment  for  the  benefit  of
creditors;  commence a proceeding for the  appointment  of a receiver,  trustee,
liquidator,  custodian  or  conservator  of Borrower or the  Guarantor or of the
whole or substantially  all of Borrower's or the Guarantor's  property or of any
collateral  pledged as security for this Note;  or if Borrower or the  Guarantor
shall  file a  petition  or an answer to a  petition  under any  chapter  of the
Bankruptcy Reform Act of 1978, as amended (or any successor statute thereto), or
file a petition or seek relief under or take  advantage of any other similar law
or statute of the United States of America,  any state  thereof,  or any foreign
country or subdivision thereof; or

                (5)    A Court of competent  jurisdiction  shall enter an order,
judgment or decree  appointing or authorizing a receiver,  trustee,  liquidator,
custodian  or  conservator  of  Borrower  or the  Guarantor  or of the  whole or
substantially all of Borrower's or the Guarantor's  property,  or any portion of
the  collateral  pledged as security for this Note, or enter an order for relief
against Borrower or the Guarantor in any case commenced under any chapter of the
Bankruptcy

                                        5

<PAGE>

Reform Act of 1978,  as amended (or any  successor  statute  thereto),  or grant
relief under any other  similar law or statute of the United  States of America,
any state thereof, or any foreign country or subdivision thereof and the same is
not stayed or discharged within sixty (60) days of entry; or

                (6)    Under the  provisions of any law for the relief or aid of
debtors, a court of competent jurisdiction or a receiver,  trustee,  liquidator,
custodian or conservator shall assume custody or control or take possession from
Borrower or the  Guarantor  of all or  substantially  all of  Borrower's  or the
Guarantor's  property or any portion of any  collateral  pledged as security for
this Note; or

                (7)    There is commenced  against Borrower or the Guarantor any
proceeding  for any of the  foregoing  relief or if a petition is filed  against
Borrower  or the  Guarantor  under any chapter of the  Bankruptcy  Reform Act of
1978, as amended (or any successor statute thereto),  or under any other similar
law or  statute of the  United  States of  America,  any state  thereof,  or any
foreign country or subdivision  thereof, and such proceeding or petition remains
undismissed  for a period of sixty (60) days or if Borrower or the  Guarantor by
any act indicates consent to, approval of or acquiescence in any such proceeding
or petition; or

                (8)    KeyBank  receives a notice to creditors  with regard to a
bulk transfer by Borrower or the Guarantor pursuant to Article VI of the Uniform
Commercial  Code or if the Borrower  shall  dissolve,  terminate its  existence,
fail, cease normal business operation or otherwise discontinue its existence; or

                (9)    An "Event of Default",  as said term is defined in any of
the other Term Loan  Documents  or the  Financing  Documents  (as defined in the
Mortgage), shall have occurred; or

                (10)   Borrower or the Guarantor  fails to comply with the terms
of or an "event of default"  occurs under any other loan  transaction  or credit
arrangement of any kind with KeyBank; or

                (11)   An "event of default"  occurs under the loan and security
agreement  dated as of July 1, 1996 between the  Borrower  and National  Bank of
Canada (f/k/a National Canada Finance Corporation);

then, and in any such event (an "Event of Default"), KeyBank may, at its option,
declare the entire unpaid  balance of this Note  together with interest  accrued
thereon and any other sums due hereunder or under the Term Loan Documents, to be
immediately  due and payable  and KeyBank may proceed to exercise  any rights or
remedies that it may have under this Note or any other Term Loan  Documents,  or
such  other  rights  and  remedies  which  KeyBank  may have at law,  equity  or
otherwise.  In the  event  of such  acceleration,  Borrower  may  discharge  its
obligations to KeyBank by paying:


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<PAGE>

                       (i)    the unpaid principal balance hereof as at the date
                of such payment, plus

                       (ii)   accrued interest  computed in the manner set forth
                above, plus

                       (iii)  any Late Payment Charge computed in the manner set
                forth above, plus

                       (iv)   any  other sum due and owing  KeyBank  under  this
                Note or any other Term Loan Document.

         (f)    COSTS AND EXPENSES ON DEFAULT.  After the occurrence of an Event
of Default,  in addition to  principal,  interest and any Late Payment  Charges,
KeyBank shall be entitled to collect all costs of collection, including, but not
limited  to,  reasonable  attorneys'  fees,  incurred  in  connection  with  the
protection or realization  of collateral or in connection  with any of KeyBank's
collection  efforts,  whether  or not  suit  on  this  Note  or any  foreclosure
proceeding is filed,  and all such costs and expenses shall be payable on demand
and until paid shall also be secured by the Term Loan Documents and by all other
collateral held by KeyBank as security for Borrower's obligations to KeyBank.

         (g)    NO WAIVER BY KEYBANK. No failure by the Guarantor of the Loan to
make any payments shall be deemed a waiver or release of Borrower's  obligations
hereunder.  No failure on the part of KeyBank or other holder hereof to exercise
any right or remedy  hereunder,  whether  before  or after  the  happening  of a
default,  shall  constitute a waiver thereof,  and no waiver of any past default
shall  constitute  waiver of any  future  default  or of any other  default.  No
failure to accelerate the Loan evidenced hereby by reason of default  hereunder,
or acceptance of a past due installment, or indulgence granted from time to time
shall be  construed  to be a waiver of the right to insist upon  prompt  payment
thereafter,  or  shall  be  deemed  to  be a  novation  of  this  Note  or  as a
reinstatement  of the Loan  evidenced  hereby  or as a waiver  of such  right of
acceleration  or any other right, or be construed so as to preclude the exercise
of any right which KeyBank may have,  whether by the laws of the state governing
this Note,  by  agreement  or  otherwise;  and  Borrower  and each  endorser  or
Guarantor  hereby  expressly  waive the benefit of any statute or rule of law or
equity  which  would  produce  a  result  contrary  to or in  conflict  with the
foregoing.  This Note may not be changed  orally,  but only by an  agreement  in
writing  signed  by the  party  against  whom  such  agreement  is  sought to be
enforced.

         (h)    FINANCIAL  INFORMATION.  Borrower  will at all times keep proper
books of record and account in which full,  true and  correct  entries  shall be
made in accordance with generally accepted accounting principles and will timely
deliver to KeyBank  the  financial  information  required  by the  Reimbursement
Agreement (as defined in the Mortgage).



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<PAGE>

         (i)    WAIVER BY BORROWER.  Borrower and each  endorser or Guarantor of
this Note hereby  waives  presentment,  protest,  demand,  diligence,  notice of
dishonor and of nonpayment,  and waives and renounces all rights to the benefits
of any statute of limitations  and any moratorium,  appraisement,  exemption and
homestead  now  provided  or which may  hereafter  be provided by any federal or
state  statute,  including but not limited to exemptions  provided by or allowed
under the Bankruptcy Code of 1978, both as to itself personally and as to all of
its or their  property,  whether real or personal,  against the  enforcement and
collection of the obligations evidenced by this Note and any and all extensions,
renewals and modifications hereof.

         (j)    COMPLIANCE  WITH USURY LAWS.  It is the intention of the parties
to conform  strictly  to the usury  laws,  whether  state or  federal,  that are
applicable to this Note. All agreements  between  Borrower and KeyBank,  whether
now  existing  or  hereafter  arising and  whether  oral or written,  are hereby
expressly  limited so that in no  contingency  or event  whatsoever,  whether by
acceleration of maturity hereof or otherwise, shall the amount paid or agreed to
be paid to KeyBank or the holder hereof, or collected by KeyBank or such holder,
for the use,  forbearance  or detention  of the money to be loaned  hereunder or
otherwise,  or for the payment or  performance  of any  covenant  or  obligation
contained  herein,  or in any of the Term Loan  Documents,  exceed  the  maximum
amount  permissible  under applicable  federal or state usury laws. If under any
circumstances whatsoever fulfillment of any provision hereof or of the Term Loan
Documents, at the time performance of such provision shall be due, shall involve
exceeding the limit of validity  prescribed  by law,  then the  obligation to be
fulfilled  shall be  reduced  to the  limit of such  validity;  and if under any
circumstances KeyBank or other holder hereof shall ever receive an amount deemed
interest by applicable  law,  which would exceed the highest  lawful rate,  such
amount that would be excessive  interest  under  applicable  usury laws shall be
applied to the  reduction of the  principal  amount owing  hereunder or to other
indebtedness  secured  by the Term  Loan  Documents  and not to the  payment  of
interest,  or if such excessive interest exceeds the unpaid balance of principal
and such other  indebtedness,  the excess shall be deemed to have been a payment
made by mistake and shall be refunded to Borrower or to any other person  making
such  payment on  Borrower's  behalf.  All sums paid or agreed to be paid to the
holder  hereof for the use,  forbearance  or  detention of the  indebtedness  of
Borrower  evidenced  hereby,  outstanding from time to time shall, to the extent
permitted by applicable law, and to the extent  necessary to preclude  exceeding
the limit of validity prescribed by law, be amortized,  pro-rated, allocated and
spread from the date of  disbursement of the proceeds of this Note until payment
in full of the Loan  evidenced  hereby and  thereby  so that the actual  rate of
interest on account of such  indebtedness is uniform  throughout the term hereof
and  thereof.  The terms and  provisions  of this  paragraph  shall  control and
supersede every other provision of all agreements between Borrower, any endorser
or Guarantor and KeyBank.

         (k)    GOVERNING LAW;  SUBMISSION TO  JURISDICTION.  This Note shall be
governed by and construed under the laws of the State of New York.  Borrower and
each endorser or Guarantor hereby submits to personal jurisdiction in said state
for the enforcement of Borrower's  obligations hereunder or under any other Term
Loan Document and waives any

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<PAGE>

and  all  personal  rights  under  the  law of any  other  state  to  object  to
jurisdiction  within such state for the purposes of  litigation  to enforce such
obligations of Borrower.

         (l)    WAIVER OF JURY TRIAL.  KeyBank  and the  Borrower  hereby  waive
trial by jury in any  litigation  in any court with  respect  to, in  connection
with, or arising out of this Note,  any other Term Loan Document or the Loan, or
any  instrument  or  document  delivered  in  connection  with the Loan,  or the
validity, protection, interpretation,  collection or enforcement thereof, or any
other claim or dispute howsoever arising between the Borrower and KeyBank.

         (m)    AUTHORITY OF KEYBANK.  Borrower  authorizes KeyBank to date this
Note as of the day when the Loan is made and to complete or correct this Note as
to any terms of the Loan not set forth herein at the time of delivery hereof.

         (n)    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 Note,  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.

         (o)    LIABILITY IF MORE THAN ONE BORROWER.  If more than one person or
entity  executes  this Note as a Borrower,  all of said  persons or entities are
jointly and severally liable hereunder.

         (p)    ENTIRE  AGREEMENT.  This  Note  and  the  other  Loan  Documents
constitute  the entire  understanding  between  Borrower,  the  Guarantors,  and
KeyBank  and to the  extent  that any  writings  not  signed by  KeyBank or oral
statements or conversations  at any time made or had shall be inconsistent  with
the provisions of this Note and the other Term Loan Documents, the same shall be
null and void.

         IN WITNESS  WHEREOF,  Borrower has executed  this  instrument  the date
first above written.

                                            SPURLOCK ADHESIVES, INC.




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


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<PAGE>


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

         On this ____ 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 an Executive
Vice President of Spurlock  Adhesives,  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/ 
                                              ---------------------------------
                                              NOTARY PUBLIC
01294\prom.2


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