Exhibit 10.48

                              SETTLEMENT AGREEMENT


         THIS  SETTLEMENT  AGREEMENT,  dated April 8, 1998, is made by and among
Spurlock Industries,  Inc., a Virginia corporation,  Spurlock Adhesives, Inc., a
Virginia corporation (collectively, the "Corporations"), Spurlock Family Limited
Partnership,  a Virginia  limited  partnership  (the  "Partnership"),  H. Norman
Spurlock, Jr. ("Spurlock") and Harold N. Spurlock, Sr. ("Guarantor").

                                    Recitals

         WHEREAS,   Spurlock  has  acknowledged  that  he  is  indebted  to  the
Corporations  in the amount of THREE  HUNDRED  EIGHTY-FIVE  THOUSAND  and No/100
DOLLARS  ($385,000.00) by reason of his use of the accounts set forth on Exhibit
1 attached hereto and incorporated herein; and

         WHEREAS,  the parties hereto desire to settle the claims,  disputes and
differences among them with respect to matters related to Spurlock's known debts
to the Corporations; and

         WHEREAS,  in connection with such settlement  Spurlock desires to repay
the  Corporations  for their losses and to be released from certain claims,  and
the  Corporations  desire to accept such payment by and on behalf of Spurlock in
satisfaction  of the known claims  against  Spurlock on the terms and conditions
more particularly set forth herein.

                                    Agreement

         NOW,  THEREFORE,  for  and  in  consideration  of the  mutual  promises
contained herein, the parties agree as follows:

         1.     Definitions.

                1.1.     Claims.  The term "Claims"  shall refer to those claims
of the  Corporations  against  Spurlock  which are set out on  Exhibit 1, and no
others.

                1.2      Debt. The term "Debt" shall refer to those  obligations
of Spurlock to the  Corporations  arising out of the Claims set forth on Exhibit
1.

                1.3      Note.  The term "Note"  shall  refer to the  Promissory
Note the form of which is attached hereto as Exhibit 2.

                1.4      Settlement Documents.  The term "Settlement  Documents"
shall  refer to the Note,  the  Pledge and  Security  Agreement  by and  between
Spurlock Adhesives,  Inc. and the Partnership,  the Unconditional Guaranty given
by Harold N.  Spurlock,  Sr.,  and the other  documents  set forth on Exhibit 6,
attached hereto.

         2.     Satisfaction of the Debt.

                2.1.     Settlement  Amount.  The parties  acknowledge and agree
that the amount  negotiated by the parties for repayment by Spurlock of the Debt
(including  interest on the principal  thereof at the  Corporations'  applicable
borrowing rate), and related accounting and legal


<PAGE>

fees, totals $385,000.00.

                2.2      Cash  Payment.   Concurrently  herewith,  Spurlock  has
delivered to the Corporation a cashier's or official bank check in the amount of
$10,000.00, payable to the order of Spurlock Adhesives, Inc.

                2.3      Promissory  Note.  Concurrently  with the  execution of
this Agreement,  the Partnership  shall execute the Note in the principal amount
of $375,000.00 on the terms and conditions set forth in the form attached hereto
and incorporated herein as Exhibit 2.

                2.4      Entry of Confessed  Judgment  Against  Spurlock.  On or
before April 13, 1998,  Spurlock agrees to personally appear before the Clerk of
the Circuit  Court of the County of Sussex,  Virginia,  and confess  judgment in
favor of the  Corporations in the amount of  $375,000.00,  and to take all other
action  necessary  pursuant  to ss.  8.01-432 et seq. of the Code of Virginia to
permit such  confessed  judgment to be entered and  docketed  against him in the
Circuit Court of the County of Sussex,  Virginia.  Such  judgment  shall provide
that it arises out of claims against  Spurlock for his actions which fall within
the dischargeability exceptions of 11 U.S.C. ss.523(a)(4), a fact which Spurlock
acknowledges,  and that it is intended by the  judgment  debtor and the judgment
creditors to be  nondischargeable  under 11 U.S.C.  ss.523(a)(4) (the "Confessed
Judgment").  The Corporations hereby covenant and agree that so long as the Note
and  all  other  obligations  of the  Partnership  under  any of the  Settlement
Documents  are not in default or have not been cured as provided in the Note or,
as applicable,  in the other Settlement  Documents,  then the Corporations shall
neither docket in any jurisdiction other than Sussex County,  Virginia, nor seek
enforcement of the Confessed  Judgment in any  jurisdiction,  including  without
limitation any city,  county,  or any political  subdivision of any state in the
United States,  or in any foreign country.  The Corporations  further agree that
should the  Corporations,  or either of them,  breach this  provision,  Spurlock
shall be entitled to  injunctive  relief  against any such breach in the Circuit
Court of the City of  Richmond,  Virginia,  which the  parties  hereby  agree is
proper venue; and Spurlock and the Corporations hereby agree that the prevailing
party in such  injunction  proceeding  shall be  entitled  to recover his or its
attorneys  fees  reasonably  incurred  in the  prosecution  or  defense  of such
proceeding  from  the  losing  party.  Upon  payment  in  full of the  Note  and
satisfaction  of all  obligations  under the  other  Settlement  Documents,  the
Corporations  shall cause the Confessed  Judgment to be marked  "satisfied"  and
shall take no further actions to enforce the Confessed Judgment.

         3.     Additional Covenants of the Parties.

                3.1      Security  Interest.  The parties further agree that the
Debt  shall be  secured by the  pledge of  2,325,000  shares of common  stock of
Spurlock  Industries,  Inc. (the  "Securities")  which  Securities are currently
owned by the Partnership. To evidence such security interest,  concurrently with
the execution of this Agreement,  Spurlock  Adhesives,  Inc. and the Partnership
shall enter into a Pledge and Security Agreement on the terms and conditions set
forth in the form  attached  hereto  and  incorporated  herein as Exhibit 3. The
Partnership  hereby represents and warrants that it owns the Securities free and
clear of all liens and encumbrances.

                3.2      Perfection  of Security  Interest.  Currently  with the
execution of this Agreement,  the Partnership  shall deliver to the Corporations
certificate numbers 3673 and 3674 which evidence the Securities, as well as such
stock powers as the  Corporations  deem  necessary to perfect the  Corporations'
security interest.


                                      -2-
<PAGE>

                3.3      Several  Nature of  Confessed  Judgment  and Note.  The
parties acknowledge and agree that the Partnership's  obligations under the Note
and the obligations which could become  enforceable under the Confessed Judgment
are several  obligations of the Partnership and Spurlock,  but that in the event
of default under the Note, the Corporations  shall be entitled to recover only a
maximum of $375,000.00 plus all accrued interest, late payments or other amounts
provided for under the terms of the Note and the other Settlement Documents, and
that any amounts  collected or received by the Corporations from the Partnership
under the Note or from Spurlock under the Confessed  Judgment shall operate as a
credit toward the total amounts due under the Note and the Settlement  Documents
or the Confessed Judgment.

                3.4      Redemption of Spurlock's  Interest in Partnership.  The
parties  acknowledge  that as part of the  consideration by and between Spurlock
and the  Partnership  related  to this  Settlement  Agreement,  the Note and the
remaining  Settlement  Documents,  Spurlock  shall,  pursuant  to the terms of a
Partnership  Redemption  Agreement duly executed by Spurlock and the Partnership
on even date with the execution of this Settlement Agreement, redeem annually on
a prorata basis so much of his ownership  interest in the Partnership as equates
to the  Partnership's  payments  of  interest  and  principal  under  the  Note.
Additionally,  Spurlock shall upon execution of this Settlement Agreement,  have
resigned his positions as an officer and director of the general  partner of the
Partnership  and he shall have  relinquished  all of his stock  ownership of the
same general partner. Further, Spurlock shall, upon execution of this Settlement
Agreement  have  conveyed  to a trustee his entire  interest in the  Partnership
pursuant to an Irrevocable Assignment.

                3.5      Noncompetition.  Spurlock  agrees that, for a period of
three (3) years from and after the date of this Agreement,  he will not directly
or indirectly,  either on behalf of himself or on behalf of any person or entity
(except the Corporations) with which he may be associated as an agent, employee,
consultant or otherwise,  engage in or have any financial interest in a business
which is a competitor of the Corporations  within the  geographical  area of the
United States, lying east of the Mississippi River. The parties acknowledge that
the scope of this noncompetition  provision is reasonable in terms of length and
geographic   scope  because  the  customers  of  the  Corporations  are  located
throughout this area. Spurlock hereby acknowledges that any breach or threatened
breach of this Section may result in significant  and  continuing  injury to the
Corporations,  the  monetary  value  of which  may be  difficult  to  establish.
Therefore, Spurlock agrees that the Corporations shall be entitled to injunctive
relief by a court of  appropriate  jurisdiction  in the  event of any  breach or
threatened breach of this Section.

                3.6      Confidential Information.  Spurlock agrees that he will
not  disclose  any   Confidential   Information   regarding  the   Corporations.
"Confidential Information" shall include (i) any written or recorded information
belonging to the  Corporations  which is clearly  identified  or marked as being
confidential and (ii) information  concerning the Corporations'  business and/or
marketing plans,  procedures,  strategies or objectives;  financial  conditions,
costs, pricing,  proprietary technology or other intellectual property;  product
orders,  sales,  product  development   activities,   existing  and  prospective
customers  and any and all methods of  operation.  Spurlock  shall  maintain the
Corporations'  Confidential  Information  confidential  except: (a) Confidential
Information  which is or becomes  known  publicly  through no fault of the party
receiving  or  learning  of  the  Confidential  Information;   (b)  Confidential
Information  learned by a party from a third party  entitled to disclose it; (c)
Confidential  Information  already  known to Spurlock  before  receipt  from the
Corporations  but  only as  shown  by  Spurlock's  prior  written  records;  (d)
Confidential  Information  disclosed  with  the  prior  written  consent  of the
Corporations; or (e) Confidential Information disclosed pursuant to any judicial
or  governmental   request,   requirement  or  order,  provided  Spurlock  takes
reasonable steps to give the Corporations sufficient prior notice



                                      -3-
<PAGE>

in  order to  contest  such  request,  requirement  or  order.  Spurlock  hereby
acknowledges  that any breach or threatened breach of this Section may result in
significant  and continuing  injury to the  Corporations,  the monetary value of
which  may be  difficult  to  establish.  Therefore,  Spurlock  agrees  that the
Corporations  shall be entitled to injunctive  relief by a court of  appropriate
jurisdiction in the event of any breach or threatened breach of this Section.

                3.7      Indemnification.  Except as provided in  paragraph  2.4
herein,  the  parties  agree  that the  Corporations  shall not be  required  to
indemnify and hold harmless  Spurlock for any legal expenses or other  indemnity
related to the Claims,  whether  incurred  before or after the execution of this
Agreement,  and Spurlock hereby expressly waives and releases any claim thereto.
The  parties  further  agree that  neither  this  Settlement  Agreement  nor any
previous  indemnification  by the  Corporations  of any party to this Settlement
Agreement shall (a) obligate the Corporations to provide  indemnification or (b)
otherwise  affect any right or obligation of the  Corporation to provide or deny
indemnification,  with  respect to matters  unrelated to the  Claims(as  defined
below).

                3.8      Financial Statements.  Spurlock,  the Partnership,  and
the Guarantor shall deliver to the Corporations  current  financial  statements,
certified  by them to be true and  correct,  in such  form as may be  reasonably
requested by the Corporations,  upon the execution of this Agreement or within a
reasonable  time  thereafter  and upon each  anniversary  date of this Agreement
until all obligations evidenced by the Note have been satisfied in full.

                3.9      Insolvency  Certificates.  Concurrently  herewith,  the
Partnership  shall  execute and deliver an Insolvency  Certificate,  in the form
attached hereto and incorporated herein as Exhibit 4.

                3.10     Legal Opinion of the  Partnership's and the Guarantor's
Counsel.  Concurrently  herewith,  counsel for the Partnership and the Guarantor
shall  furnish the  Corporations  with its legal  opinion,  in the form attached
hereto and incorporated herein collectively as Exhibit 5.

         4.     Guaranty.  The  obligations  of the  Corporations  hereunder are
expressly conditioned on the execution of an unconditional guaranty by Harold N.
Spurlock,  Sr. in the form attached hereto as Exhibit 3. Harold N. Spurlock, Sr.
joins in the  execution  of this  Settlement  Agreement in order to evidence his
obligations hereunder, including but not limited to his agreement to execute the
unconditional  guaranty in the form attached hereto and  incorporated  herein as
Exhibit 3 concurrently with the execution of this Settlement Agreement.

         5.     Release of Spurlock and the Partnership by the Corporations. The
Corporations, for themselves, and their employees, agents and assigns, do hereby
forever release and discharge  Spurlock and the Partnership and their respective
successors,  assigns,  individual partners,  servants, agents, and employees, as
applicable,  from all claims arising out of the matters specifically  identified
in Exhibit 1 attached hereto (the  "Claims"),  and from all claims for legal and
auditing  expenses  incurred  by the  Corporations  in their  investigation  and
settlement of the Claims.  This release shall not extend to claims  arising from
any  matter  other  than  those  specifically  identified  in Exhibit 1 attached
hereto.

         6.     Other Documents.  Concurrently  herewith,  the Partnership shall
cause to be delivered to the  Corporation,  the certificates and other documents
included on the Closing  Memorandum  attached hereto and incorporated  herein as
Exhibit 6.


                                      -4-
<PAGE>

         7.     Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the Commonwealth of Virginia.

         8.     Counterparts.  This  Agreement  may be executed in any number of
counterparts, each of which shall be deemed an original. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto,  their heirs,
personal representatives or successors and assigns.

         9.     Effective Time.  This Agreement shall become  effective upon the
execution and delivery of all the Settlement Documents, the delivery of the cash
payment  required under paragraph 2.2 above,  and the entry and docketing of the
Confessed Judgment in the Circuit Court of Sussex County, Virginia.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                      -5-
<PAGE>

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date first above written.

                            SPURLOCK INDUSTRIES, INC.


                            By /s/ Phillip S. Sumpter
                               ----------------------------------
                            Title: Chairman & CEO
                                   ------------------------------



                            SPURLOCK ADHESIVES, INC.


                            By /s/ Phillip S. Sumpter
                               ----------------------------------
                            Title: Chairman & CEO
                                   ------------------------------



                            SPURLOCK FAMILY LIMITED PARTNERSHIP
                            By: Spurlock Family Corporation, Its General Partner


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


                             /s/ H. Norman Spurlock, Jr.
                             ----------------------------------
                             H. NORMAN SPURLOCK, JR.


                             /s/ Harold N. Spurlock, Sr.
                             ----------------------------------
                             HAROLD N. SPURLOCK, SR.



                                      -6-
<PAGE>

                                    EXHIBIT 1


Credit  card  purchases  from  August 1, 1992 to January  31,  1998 on  American
Express master account number:

                  3783-640753-61000
                  3783-640753-62008
                  3783-640753-63006
                  3783-640753-64004

Credit card  purchases  from January 1, 1997 to January 31, 1998 on the Key Bank
MasterCard master account number 5472-1841-1199-0024.

Checks and drafts  payable to Spurlock  and styled  payees  including  H. Norman
Spurlock,  Jr., H.N. Spurlock,  Jr. and Norman Spurlock,  from August 1, 1992 to
January 31, 1998, for the following accounts:

                  James River Bank (formerly known as
                     Bank of Waverly), Waverly, Virginia      0000403078

                  James River Bank (formerly known as
                     Bank of Waverly), Waverly, Virginia      0001105947

                  Horizon Bank, Malvern, Arkansas             0007014643

                  Horizon Bank, Malvern, Arkansas             0007014627

                  Smith Barney, Richmond, Virginia            170-14987-17


Claims arising from any matter other than those  specifically  identified  above
are excluded.



<PAGE>

                                   EXHIBIT 2


                                                            [EXECUTION ORIGINAL]

                                 PROMISSORY NOTE

$375,000.00                                                   Richmond, Virginia
                                                                   April 8, 1998

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

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

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

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

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

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

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

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

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

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


<PAGE>

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

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

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

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

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

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

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


                                      -2-
<PAGE>

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

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

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

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

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

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

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


                                      -3-
<PAGE>

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

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

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

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


                                      -4-
<PAGE>

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

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

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

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

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

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

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


                            [SIGNATURES ON NEXT PAGE]



                                      -5-
<PAGE>


         WITNESS the following signature.

                                     MAKER:


                                     SPURLOCK FAMILY LIMITED PARTNERSHIP

                                     By:  Spurlock Family Corporation,
                                             Its General Partner


                                     By: _______________________________________
                                         Harold N. Spurlock, Sr.,
                                         Its President

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

COMMONWEALTH OF VIRGINIA,

CITY/COUNTY OF _________, to wit:


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


                                             
                                             ___________________________________
                                             Notary Public


My commission expires: __________
                       



                                      -6-
<PAGE>

                                   EXHIBIT 3

                                                                [EXECUTION COPY]

                             UNCONDITIONAL GUARANTY


         This  UNCONDITIONAL  GUARANTY (this "Guaranty") dated as of the 8th day
of  April,  1998 (the  "Guaranty")  is given by HAROLD  N.  SPURLOCK,  SR.  (the
"Guarantor"),  resident of Petersburg,  Virginia, to Spurlock Adhesives, Inc., a
Virginia corporation (the "Corporation").

         WHEREAS,  the  Corporation,   Spurlock  Industries,  Inc.,  a  Virginia
corporation  ("Spurlock  Industries"),  Spurlock Family Limited Partnership (the
"Partnership"),  H. Norman  Spurlock,  Jr. and the Guarantor have entered into a
certain  Settlement  Agreement dated April 8, 1998 (the "Settlement  Agreement")
regarding  the  settlement  of certain  claims of the  Corporation  and Spurlock
Industries against H. Norman Spurlock , Jr.; and

         WHEREAS,  the  Corporation  is  unwilling to enter into and perform the
Settlement Agreement unless it receives a guaranty from the Guarantor,  who is a
limited partner of the Partnership  and the parent of H. Norman  Spurlock,  Jr.,
with respect to the Liabilities,  as hereinafter defined, of H. Norman Spurlock,
Jr. to the Corporation.

                                   AGREEMENT:

         NOW THEREFORE, for and in consideration of the premises, and other good
and valuable consideration, the receipt and adequacy of which the parties hereby
acknowledge, the parties covenant and agree as follows:

         Section 1.     Definitions and Interpretation.

                        (a)     Unless the context  indicates  otherwise,  words
used in this Guaranty in the singular  number will be deemed to include words in
the plural  number,  and vice  versa,  and words in one gender will be deemed to
include words in the other genders.

                        (b)     The section  headings are for  convenience  only
and neither limit nor amplify the provisions of this Guaranty.

                        (c)     The  term  "Note"  as used  shall  refer to that
certain  Promissory Note dated April 8, 1998 made by the Partnership  payable to
the Corporation in the original face amount of $375,000.00.

                        (d)     The term "Pledge and Security  Agreement"  shall
refer to that certain Pledge and Security  Agreement  dated April 8, 1998 by and
between the Partnership and the Corporation.

                        (e)     The   term   "Debtor"   shall   refer   to   the
Partnership.

                        (f)     The term "Bankruptcy  Code" shall refer to Title
11 of the United States Code.

<PAGE>

         Section 2.     Guaranty.   The    Guarantor   hereby    unconditionally
guarantees to the Corporation,  without offset or deduction, the full and prompt
payment  of (a)  the  obligations  evidenced  by the  Note,  and  all  renewals,
extensions,  modifications and substitutions therefor, and (b) the reimbursement
to the  Corporation  for any and all costs,  expenses and reasonable  attorney's
fees  incurred  in  connection  with  either the  collection  of the Note or the
protection of the Corporation's security, rights or remedies with respect to the
Note or this  Guaranty.  The  foregoing  listed  in (a) and (b)  shall be herein
referred to as the "Liabilities."

         Section 3.     Guaranty  Unconditional.  The duties and  obligations of
the Guarantor hereunder will be absolute, continuing and unconditional.  Without
limiting the  generality of the  foregoing,  this Guaranty will not be released,
discharged or otherwise affected by:

                        (a)     any extension, renewal, compromise,  settlement,
waiver or release of any of the  Liabilities  of any other  maker,  endorser  or
guarantor  (each of the  foregoing  sometimes  herein  referred to as a "Party")
under any instrument or document evidencing, guaranteeing or securing any of the
Liabilities  including  without  limitation  the Note,  the Pledge and  Security
Agreement,  this  Guaranty  and  the  Settlement  Agreement  (collectively,  the
"Settlement Documents");

                        (b)     any amendment, modification or supplement to the
Note, the Pledge and Security Agreement,  the Settlement  Agreement or any other
Settlement Document;

                        (c)     any failure to perfect a lien  granted by any of
the  Settlement  Documents  with  respect to any of the Pledged  Collateral  (as
defined in the Pledge and Security  Agreement),  the release of any such lien or
the substitution or exchange of any security for any of the Liabilities;

                        (d)     any  change  in  the  structure,   existence  or
ownership  of the  Debtor  or the  filing  or  entry  of a  final  order  in any
insolvency, bankruptcy, reorganization or other similar proceeding affecting the
Debtor or its assets or releasing  any Party from any of its  obligations  under
any of the Settlement Documents;

                        (e)     the  existence  of any  claim,  set-off or other
right  that  the  Guarantor  may  have  at any  time  against  the  Debtor,  the
Corporation  or any Party,  whether  arising  from the  execution  of any of the
Settlement  Documents or otherwise,  provided that nothing contained herein will
prevent the assertion of such a claim in a separate suit;

                        (f)     the unenforceability,  for any reason, of any of
the duties or obligations of any Party under any of the Settlement Documents;

                        (g)     the Corporation selling, exchanging,  releasing,
surrendering,  realizing upon or otherwise  dealing with or in any manner and in
any order any  collateral  or security at any time held by or  available  to the
Corporation  for any Liability,  or for the obligation of the Guarantor,  or for
the  obligation  of any person  secondarily  or otherwise  liable for any of the
Liabilities;

                        (h)     the failure of the  Corporation:  (i) to file or
enforce a claim  against any other Party (or its estate in a bankruptcy or other
proceeding);  (ii) to give notice of the  creation or  incurring by any Party of
any new or additional  indebtedness or obligation with respect to a Liability or
under the Settlement Documents;  (iii) to commence any action against any Party;
(iv) to  disclose to the



                                      -2-
<PAGE>

Guarantor any facts that the  Corporation  may now or hereafter know with regard
to the Debtor; or (v) to proceed with due diligence to collect any amount due to
it under any of the Settlement Documents or to realize upon any collateral for a
Liability; or

                        (i)     any other  act,  failure  to act or delay of any
kind by the  Debtor,  any  Party  or the  Corporation  that  might,  but for the
provisions of this Section 3,  constitute a legal or equitable  discharge of the
Guarantor's obligations hereunder.

         Section 4.     Discharge;  Reinstatement in Certain Circumstances. This
Guaranty  will remain in full force and effect until the  principal and interest
of the Note and all of the other Liabilities have been paid or performed in full
and until a period of one (1) year,  beginning with the date of the last payment
made by or on behalf of the  Debtor,  has  elapsed  during  which no petition in
bankruptcy has been filed by or against the Debtor or any other Party. If at any
time any  payment  or  performance  by the  Debtor  under any of the  Settlement
Documents  is  rescinded  or is required  to be restored or returned  because of
insolvency, bankruptcy, reorganization or otherwise, the Guarantor's obligations
hereunder  with respect to such payment or  performance  will be  reinstated  as
though  such  payment  had been  due or  performance  required,  but not paid or
performed at the time of such  rescission or requirement.  The Guarantor  agrees
that payment or  performance  of any of the  Liabilities or other acts that toll
any statute of  limitations  applicable  to the  Liabilities  will also toll the
statute of limitations applicable to the Guarantor's liability hereunder.

         Section 5.     Subrogation.  The Guarantor shall not exercise any right
of subrogation in and to the Liabilities or to all or any part of  Corporation's
interest therein, until the Liabilities have been paid in full.

         Section 6.     Subordination.  The Guarantor  hereby  subordinates  all
indebtedness  of the Debtor  owing to the  Guarantor,  whether  now  existing or
hereafter arising,  to the full and prompt payment and performance,  as and when
due,  of all of the  Liabilities,  together  with all  interest  thereon and all
costs,  expenses and reasonable  attorneys'  fees in connection  therewith.  Any
amount  received  by  the  Guarantor  as  payment  on or  with  respect  to  the
subordinated   indebtedness   subsequent  to  any  default  in  the  payment  or
performance  of the  Liabilities  will be  retained  and  held in  trust  by the
Guarantor solely for the benefit of the Corporation.

         Section 7.     Stay of  Acceleration.  If  acceleration of the time for
payment of any amount payable by the Debtor pursuant to the Settlement Documents
is stayed upon  insolvency  or  bankruptcy,  such  amount and all other  amounts
subject  to  acceleration  under the  terms of the  Settlement  Documents  will,
nevertheless, be due and payable by the Guarantor on demand by the Corporation.

         Section 8.     Rights of  Corporation  Not  Impaired.  No lawful act or
omission of any kind or at any time by the  Corporation in respect of any matter
whatsoever  will in any way affect or impair the  rights of the  Corporation  to
enforce any right, power or benefit of the Corporation under this Guaranty,  and
no  set-off,  claim,  diminution  of any  obligation,  or defense of any kind or
nature  that the  Guarantor  has or may have  against  the  Corporation  will be
available  against  the  Corporation  in  any  suit  or  action  brought  by the
Corporation  to enforce any of its rights under this  Guaranty.  Nothing in this
Guaranty  will be construed as a waiver by the Guarantor of any rights or claims
he may have against the  Corporation  under this Guaranty or otherwise,  but any
recovery  upon  such  rights  and  claims  will  be  had  from  the  Corporation
separately,  it being the intent of this Guaranty  that the  Guarantor  shall be


                                      -3-
<PAGE>

obligated,   unconditionally  and  absolutely,  to  perform  fully  all  of  his
obligations hereunder for the benefit of the Corporation.

         Section 9.     Debtor's  Affairs.   The  Guarantor  represents  to  the
Corporation that the Guarantor has knowledge of the Debtor's financial condition
and affairs  and agrees that the  Guarantor  will keep  himself  informed of the
Debtor's  financial  condition and affairs so long as this Guaranty is in force.
The Guarantor  further  agrees that the  Corporation  will have no obligation to
investigate the Debtor's  financial  condition or affairs for the benefit of the
Guarantor or to advise the Guarantor of any fact  respecting,  or any change in,
the Debtor's financial  condition or affairs that might come to the knowledge of
the Corporation at any time, whether or not the Corporation knows or believes or
has  reason to know or  believe  that any such fact or change is  unknown to the
Guarantor  or might  (or does)  materially  increase  the risk of the  Guarantor
hereunder.

         Section 10.    Representations  of  Guarantor.   The  Guarantor  hereby
represents and warrants the following to the Corporation:

                        (a)     The  Guarantor  is fully  capable and  empowered
(being under no legal  restriction,  limitation  or  disability)  to enter into,
execute and deliver this Guaranty and to perform his obligations hereunder.

                        (b)     He has duly executed and delivered this Guaranty
for valuable legal  consideration,  and this Guaranty  constitutes the valid and
binding  obligation of the Guarantor  enforceable in accordance  with its terms,
except as such enforceability may be affected by bankruptcy and other insolvency
laws and general principles of equity.

                        (c)     Other  than a  certain  lawsuit  in  the  United
States District Court for the District of Colorado,  Civil Action No. 97-D-2214,
styled  Lee  Rasmussen,  Minority  Shareholder  of  Record,  et al. v.  Spurlock
Industries,  Inc.,  et  al.,  there  are  no  pending  or,  to the  best  of the
Guarantor's knowledge,  threatened actions, suits, proceedings or investigations
of a legal, equitable, regulatory, administrative or legislative nature that, if
adversely  determined,  might have a material  adverse  effect on his  business,
assets,  condition  (financial  or  otherwise)  or  prospects  or his ability to
perform the Guarantor's obligations under this Guaranty.

                        (d)     To the best of his knowledge, after due inquiry,
no  event  that  would  constitute  an  Event  of  Default  has  occurred  or is
continuing.

         Section 11.    Financial Statements.  The Guarantor will furnish to the
Corporation,  upon request by the Corporation,  within 120 days after the end of
each calendar year, a statement of the Guarantor's  financial  condition,  as of
the end of such calendar year, in such detail as the  Corporation may reasonably
request.

         Section 12.    Corporation's  Right of Set-Off.  Upon the occurrence of
any Event of Default, the Corporation is hereby irrevocably  authorized,  at any
time and from time to time  without  notice to the  Guarantor,  any such  notice
being expressly waived, to set-off,  appropriate and apply any amount, including
any account,  rebate,  holdback or claim,  whether or not matured,  owing by the
Corporation to or for the account of the Guarantor, or any part thereof, against
the obligations of the Guarantor to the Corporation hereunder. The rights of the
Corporation  under  this  Section  12 are in



                                      -4-
<PAGE>

addition to any other rights and remedies that the Corporation may have.

         Section 13.    Venue.  The  Guarantor  agrees that any suit,  action or
proceeding  arising out of or relating to this Guaranty may be instituted in the
Circuit  Court  of the  City of  Richmond,  Virginia,  or in the  United  States
District Court for the Eastern District of Virginia,  Richmond  Division (to the
extent that such court has jurisdiction),  at the option of the Corporation, and
the Guarantor  hereby  waives any  objection  that he may have to such venue and
irrevocably  submits to the  jurisdiction  of either of such  courts in any such
suit,  action  or  proceeding.  Nothing  herein  will  affect  the  right of the
Corporation to proceed against the Guarantor in any other jurisdiction.

         Section 14.    Subsequent/Prior  Guaranty. A subsequent guaranty by the
Guarantor  will not be deemed to be in lieu of or to supersede or terminate this
Guaranty, but will be construed as an additional or supplemental guaranty unless
otherwise  expressly  provided therein;  and in the event that the Guarantor has
given the Corporation a previous  guaranty or guaranties,  this Guaranty will be
construed to be an additional or supplemental  guaranty, and not in lieu thereof
or to  terminate  such  previous  guaranty or  guaranties,  unless  expressly so
provided herein or therein.

         Section 15.    Events  of  Default.  Any one or  more of the  following
events shall constitute a default ("Event of Default") under this Guaranty:

                        (a)     False    Statement:    If    any    certificate,
representation,  warranty, statement or other writing made herein or heretofore,
now or hereafter  furnished to the  Corporation by or on behalf of the Guarantor
in  connection  with  the  Settlement  Documents  is  discovered  to  have  been
incorrect, incomplete or misleading in any material respect on or as of the date
made or deemed made;

                        (b)     Termination of Liability: If the Guarantor seeks
to terminate the Guarantor's liability under this Guaranty; or

                        (c)     Default by Debtor:  Default by the Debtor  under
the Note or the Pledge and Security  Agreement or a breach by the Partnership of
the Settlement Agreement.

         Section 16.    Remedies.  Whenever  any  Event of  Default  shall  have
happened  and be  continuing,  the  Corporation  or other  holder  of any of the
Liabilities  (a) may declare the entire unpaid  principal of and interest on the
Liabilities  to be  immediately  due and payable,  (b) may take whatever  action
under the Settlement Documents,  at law or in equity, as may appear necessary or
desirable to collect  payments then due or thereafter to become due hereunder or
to enforce observance or performance of any covenant,  condition or agreement of
the Guarantor under this Guaranty,  or (c) may,  immediately and without further
action by the  Corporation,  set-off  against any obligation of the Guarantor to
the Corporation hereunder,  all money owed by the Corporation in any capacity to
the Guarantor and to apply the same against the Liabilities.

         Section 17.    Successors and Assigns.  This Guaranty will inure to the
benefit of and be binding on the parties and their  respective  heirs,  personal
representatives, successors and assigns.

         Section 18.    Severability.  If any  provision of this Guaranty or the
application  thereof  in any  circumstance  is  held  to be  unenforceable,  the
remainder  of this  Guaranty  will  not be  affected  thereby  and  will  remain
enforceable.


                                      -5-
<PAGE>

         Section 19.    Applicable  Law.  This Guaranty will be governed by, and
construed in accordance with, the laws of the Commonwealth of Virginia.

         Section 20.    Notices,  Demands and  Requests.  All notices,  demands,
requests and other  communications  required or permitted  hereunder  must be in
writing  and will be deemed  to have  been  given  when  delivered  in person or
received by certified mail, postage prepaid,  return receipt  requested,  (i) to
the Guarantor,  at his address set forth below opposite his signature,  and (ii)
to the  Corporation,  at its  address  set forth in the Note,  or to such  other
persons or addresses as the party entitled to notice has specified in writing to
the other parties from time to time.

         Section 21.    Waiver.  The  Guarantor  hereby  waives,  to the  extent
permitted by law,  (i) the  benefits of Sections  49-25 and 49-26 of the Code of
Virginia (1950), as amended,  and any amendments thereto or any similar statutes
or rules of law, (ii) the benefit of any homestead or similar  exemption,  state
or federal,  with respect to his obligations  hereunder,  (iii) notice of any of
the matters referred to in Section 3 of this Guaranty, (iv) notice of acceptance
of  this  Guaranty,  (v)  presentment  and  demand  for  payment  of  any of the
Liabilities, (vi) protest and notice of dishonor or nonpayment of any Liability,
and (vii) any demand (except as expressly specified herein),  proof or notice of
nonpayment, or failure to pay or perform any of the Liabilities.

         Section 22.    Amendments.   This   Guaranty   may  only  be   amended,
supplemented or terminated in writing, signed by all of the parties.

         Section 23.    Entire  Agreement.  This  Guaranty  expresses the entire
understanding,  and all  agreements,  between  the parties  with  respect to the
subject matter hereof.

         Section 24.    Appointment  of  Secretary of the  Commonwealth.  If the
Corporation  is unable to obtain  prompt legal service upon the Guarantor at the
address  shown for the  Guarantor  herein,  the  Guarantor  hereby  appoints the
Secretary of the  Commonwealth  of Virginia as his agent for the  acceptance  of
substituted  service of process upon the Guarantor.  It is understood and agreed
that the Guarantor  hereby submits to the in personam  jurisdiction  of any duly
constituted  Court of the  Commonwealth  of Virginia (upon  compliance  with the
procedural laws and rules of the  Commonwealth  of Virginia)  wherein any action
may be brought by the holder of any Obligation.

         Section 25.    Notice.  YOU ARE GUARANTEEING THE OBLIGATIONS  DESCRIBED
IN THIS  GUARANTY.  IF FOR ANY  REASON THE  DEBTOR  DOES NOT PAY OR PERFORM  THE
DEBTOR'S  OBLIGATIONS,  YOU WILL HAVE TO PAY OR PERFORM THE DEBTOR'S OBLIGATIONS
AT  YOUR  EXPENSE.  UPON  DEFAULT,  THE  CORPORATION  CAN  COLLECT  ALL  OF  THE
OBLIGATIONS  FROM YOU WITHOUT FIRST  ATTEMPTING  TO COLLECT FROM THE DEBTOR.  BY
SIGNING THIS GUARANTY,  YOU AGREE THAT YOU HAVE RECEIVED  COPIES OF AND HAVE HAD
AN OPPORTUNITY  TO REVIEW ALL OF THE DOCUMENTS  REFERRED TO IN THIS GUARANTY AND
THE DOCUMENTS  DESCRIBED  THEREIN WITH YOUR COUNSEL AND  UNDERSTAND  THE NATURE,
EXTENT,  AND LEGAL AND  PRACTICAL  CONSEQUENCES  OF YOUR  LIABILITY  UNDER  THIS
GUARANTY.


                                      -6-
<PAGE>

         WITNESS the following signature.



                                        
                                        ________________________________________
                                        Harold N. Spurlock, Sr.

                                        Address: 1616 Blair Road
                                                 Petersburg, Virginia 23805




COMMONWEALTH OF VIRGINIA       )
                               ) to-wit:
CITY/COUNTY OF RICHMOND        )

         The foregoing  instrument was  acknowledged  before me this 10th day of
April, 1998, by Harold N. Spurlock, Sr.

         My commission expires: __________



                                                ________________________________
                                                Notary Public


                                      -7-
<PAGE>

                                                                       EXHIBIT 4


                              SOLVENCY CERTIFICATE

         This  Certificate  is  delivered  in  connection  with  the  Settlement
Agreement (the "Settlement Agreement"),  dated April 8th, 1998, between Spurlock
Industries,   Inc.  (the  "Company"),   Spurlock   Adhesives,   Inc.  ("Spurlock
Adhesives"),  the Spurlock Family Limited  Partnership (the  "Partnership"),  H.
Norman  Spurlock,  Jr.  and  Harold N.  Spurlock,  Sr.  and  related  documents,
including  but not limited to (i) a  Promissory  Note,  dated  April 8th,  1998,
payable to Spurlock  Adhesives  by the  Partnership,  (ii) a Pledge and Security
Agreement,   dated  April  8th,  1998,  between  the  Partnership  and  Spurlock
Adhesives,  and (iii) and  Unconditional  Guaranty,  dated April 8th , 1998,  by
Harold N. Spurlock, Sr. for the benefit of Spurlock Adhesives.

         The undersigned are and, at all pertinent times mentioned herein,  have
been officers of Spurlock Family  Corporation  (the "General  Partner") which in
turn is and has been at all pertinent times mentioned herein the General Partner
of the Partnership. The General Partner has responsibility for the management of
the financial  affairs of the Partnership  and the  undersigned  officers of the
General  Partner have acted on behalf of the  Partnership in connection with the
negotiation and execution of all documents  related to the Settlement  Agreement
(collectively,  including the Settlement Agreement,  the "Settlement Documents")
to which the Partnership is a party,  including the review of the affairs of the
Partnership and meeting and conferring with  representatives  of the Company and
Spurlock  Adhesives  and their  counsel  and in  furnishing  information  to the
Company and Spurlock Adhesives to be used in the analyses prepared by them.

         The undersigned officers of the General Partner have carefully reviewed
the contents of this  Certificate.  The statements  made herein are based on the
undersigneds'  personal  knowledge of the Partnership,  or upon reports or other
information  available  concerning the Partnership which, in the opinions of the
undersigned, are reliable. The statements made herein are made in good faith and
to the best of the knowledge and belief of the undersigned,  and are accurate in
all material respects. Accordingly, the undersigned certify as follows:

         1.     The Partnership is not now, nor will the  consummation of any of
the transactions  related to the Settlement  Documents (the "Settlement") render
it  insolvent  as defined in Chapter 11,  Section  101(32) of the United  States
Code.

         2.     After the  consummation of the Settlement,  by the incurrence of
its  obligations  under the  Settlement  Documents  to which it is a party,  the
Partnership will not incur debts beyond its ability to pay them as they mature.

         3.     Consummation  of the Settlement  will not leave the  Partnership
with  unreasonably  small capital or with remaining assets that are unreasonably
small. The Partnership and the undersigned have agreed that "unreasonably  small
capital"  depends  on  the  nature  of the  particular  business  or  businesses
conducted or to be conducted.  The undersigned has reached this conclusion based
on the needs and anticipated needs for capital of the businesses  conducted 


<PAGE>

or anticipated to be conducted by the Partnership in light of the  Partnership's
available credit capacity.

         4.     The Partnership has not participated in the Settlement, executed
the Settlement Documents to which it is a party or made any transfer or incurred
any  obligations  thereunder,  with  actual  intent to hinder,  delay or defraud
either  present or future  creditors of the  Partnership or any creditors of the
partners of the Partnership.

         5.     The  Settlement  Documents to which it is a party were  executed
and delivered by the Partnership in good faith and, to the best of the knowledge
of the undersigned, the indebtedness of the Partnership incurred pursuant to the
Settlement Documents and the security interests granted to the Company under the
Settlement  Documents  were  incurred  in good  faith and  granted  for fair and
reasonably equivalent value.

         6.     The  Partnership  does not  intend to incur,  or believe it will
incur, debts beyond its ability to pay them as they mature.

         7.     All items of  indebtedness  of the  Partnership  are  current in
accordance with their respective terms and are not past due.

         The  undersigned  understands  that  the  Company  is  relying  on  the
foregoing  statements  in  connection  with  the  extension  of  credit  to  the
Partnership pursuant to the Settlement Documents.  The undersigned are executing
this Certificate on behalf of the Partnership in their respective  capacities as
officers of the General Partner.

         IN WITNESS WHEREOF, the undersigned have executed this Certificate this
8th day of April, 1998.

                                   SPURLOCK FAMILY LIMITED PARTNERSHIP

                                   By:   Its General Partner,
                                         SPURLOCK FAMILY CORPORATION


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


                                         By: /s/ Irvine R. Spurlock
                                             -----------------------------------
                                             Irvine R. Spurlock, Vice President


<PAGE>


                                                                       EXHIBIT 5


                   [LETTERHEAD OF SPOTTS, SMITH, FAIN & BUIS]




                                  April 8, 1998




Spurlock Industries, Inc.
209 West Main Street
Waverly, Virginia 23890

Spurlock Adhesives, Inc.
5090 General Malone Highway
Waverly, Virginia 23890

Gentlemen:

         We have acted as counsel for Spurlock  Family  Limited  Partnership,  a
Virginia limited partnership ("the Partnership"),  its general partner, Spurlock
Family Corporation, a Virginia corporation (the "General Partner") and Harold N.
Spurlock,   Sr.  ("H.   Spurlock")  in  connection   with  the  settlement  (the
"Settlement")  entered into pursuant to that certain  Settlement  Agreement (the
"Settlement  Agreement")  dated April 8, 1998, by and among the Partnership,  H.
Norman Spurlock,  Jr. ("N. Spurlock"),  H. Spurlock,  Spurlock Industries,  Inc.
(the  "Company")  and  Spurlock  Adhesives,  Inc.  ("Spurlock  Adhesives").   In
connection therewith, we have been asked to deliver certain opinions to you.

         We have examined (a) the Promissory Note executed by the Partnership as
maker,  payable to Spurlock Adhesives (the "Note");  (b) the Pledge and Security
Agreement (the "Pledge and Security  Agreement"),  between the  Partnership  and
Spurlock  Adhesives,  granting a security  interest  to  Spurlock  Adhesives  in
2,325,000  shares of the  Company's  common stock held by the  Partnership  (the
"Pledged  Shares");  and (c)  certain  Stock  Powers  endorsed  in  blank by the
Partnership  relating to the Pledged  Shares  (all such  documents  collectively
referred to as the  "Settlement  Documents").  We have also  examined such other
corporate and partnership  documents and records and made such  investigation as
we have deemed necessary to enable us to render the opinions expressed herein.

         With respect to the various factual  matters  material to our opinions,
we  have  relied,  to the  extent  that  we  deem  such  reliance  proper,  upon
certificates  from  officers of the General  Partner  and upon  certificates  of
public  officials.  We have  assumed  the  correctness  of the  factual  matters
contained in such reliance sources and have not acquired any information  giving
us knowledge,  without any independent  investigation for the purpose, that such
factual matters are incorrect.


<PAGE>

         We have assumed (i) except with respect to the Partnership, the General
Partner  and H.  Spurlock,  the  genuineness  of all  signatures  on and the due
authorization,  execution,  and  delivery of the  Settlement  Documents  and the
validity and binding  effect  thereof,  (ii) the  authenticity  of all documents
submitted  to us as  originals,  (iii) the  conformity  to the  originals of all
documents  submitted  to us as copies,  and (iv) the legal  capacity  of natural
persons.

         Based on and subject to the foregoing, it is our opinion that:

         1.     The execution,  delivery and  performance by the  Partnership of
the  Settlement  Documents  to which it is a party and the  consummation  of the
transactions  contemplated  thereby have been duly  authorized  by all necessary
proceedings  of the  Partnership,  and the  Partnership  has  duly  and  validly
executed and delivered the Settlement Documents to which it is a party.

         2.     The Settlement Documents to which the Partnership is a party are
legal,  valid and binding  obligations of the  Partnership  and are  enforceable
against the Partnership in accordance with their respective terms, except to the
extent  that  enforceability  may  be  limited  by (i)  bankruptcy,  insolvency,
reorganization,  moratorium,  or other similar laws affecting the enforcement of
creditors' rights generally,  (ii) general  principles of equity  (regardless of
whether  enforceability  is considered in an action at law or a suit in equity),
including the availability of equitable remedies,  (iii) procedural requirements
of the law applicable to the exercise of creditors' rights  generally,  and (iv)
judicial discretion inherent in the forum addressing enforceability.

         The opinions  expressed  above are subject to the following  additional
assumptions and qualifications:

         1.     The opinions herein expressed are limited in all respects solely
to matters governed by the internal laws of the Commonwealth of Virginia and the
federal  laws of the United  States of America.  We express no opinion as to the
substance or effect of the laws of any other jurisdiction.

         2.     Whenever we state our opinion to be "to our knowledge" or "known
to us," we mean that our attorneys who have given substantive legal attention to
representation  of the  Partnership,  the General Partner and H. Spurlock in the
transaction have not made an  investigation  to acquire,  and have not acquired,
actual  knowledge of the existence or absence of the facts forming the basis for
such  opinion but  without  such  investigation  do not have  information  which
contradicts  the  existence  or absence of the facts  forming the basis for such
opinion.  Indeed, this Firm began its representation of the Partnership on March
17, 1998 and the nature of the  representation is limited to the structuring and
closing of the Settlement and related Settlement Documents.

         We assume no  responsibility  for any changes,  material or  otherwise,
which may hereinafter occur including modifications to the Settlement Documents,
nor do we assume any  responsibility

<PAGE>

for or render any opinion on  transactions,  events,  circumstances,  omissions,
acts or documents  which occur after the date hereof.  We have no  obligation to
communicate any such changes.

         This  opinion  is  issued  solely  for  the  benefit  of you  and  your
successors  and  assigns  and is not to be relied  upon by any  other  person or
entity, and may not be copied,  reproduced or disseminated to any person,  other
than the named addressees for any reason.

                                        Very truly yours,

                                        /s/ SPOTTS, SMITH, FAIN & BUIS, P.C.


<PAGE>


                                                                       EXHIBIT 6



                               CLOSING MEMORANDUM
                                       FOR
                       H. NORMAN SPURLOCK, JR. SETTLEMENT

                                  April 8, 1998


         The  following  documents  are to be delivered to Spurlock  Industries,
Inc. (the "Company") and Spurlock Adhesives,  Inc. ("Spurlock  Adhesives") at or
prior to the closing (the "Closing"),  of the transactions  contemplated by that
certain Settlement Agreement,  (the "Settlement Agreement") between the Company,
Spurlock Adhesives, Spurlock Family Limited Partnership (the "Partnership"),  H.
Norman  Spurlock,  Jr. and Harold N. Spurlock,  Sr.,  dated April 8, 1998,  such
Closing to be held April 10, 1998, at the offices of Williams, Mullen, Christian
& Dobbins:

1.     Settlement Agreement (executed April 8, 1998).

2.     Promissory Note executed by the Partnership as maker, payable to Spurlock
       Adhesives.

3.     Pledge and  Security  Agreement  (the  "Pledge  Agreement")  between  the
       Partnership  and Spurlock  Adhesives,  whereby the  Partnership  grants a
       first  priority  security  interest to Spurlock  Adhesives  in  2,325,000
       shares  of the  Company's  common  stock  held  by the  Partnership  (the
       "Pledged Shares").

4.     Stock  Powers  (2)  endorsed  in  blank  by  the  Partnership  for  stock
       certificates evidencing the Pledged Shares.

5.     Certificates Nos. 3673 and 3674 evidencing all of the Pledged Shares.

6.     Unconditional Guaranty,  executed by Harold N. Spurlock, Sr. guaranteeing
       payment of the Promissory Note.

7.     Legal opinion of counsel for the Partnership.

8.     Solvency Certificate, to be executed by the Partnership.

9.     Financial statements as of the Closing, for H. Norman Spurlock, Jr.

10.    Financial  statements  as of the  Closing,  for Harold N.  Spurlock,  Sr.
       (post-closing).

11.    Financial statements as of the Closing, for the Partnership.

12.    Good Standing Certificate for Spurlock Family Corporation.

13.    Certificate of Existence for the Partnership.

14.    Resolutions,  properly  executed  by all  partners  of  the  Partnership,
       approving all transactions contemplated by the Settlement Agreement.

<PAGE>

15.    General Partner's Certificate, executed by Spurlock Family Corporation.

16.    Officer's Certificate of Spurlock Family Corporation.

17.    Action in  Writing  of the  shareholders  and the Board of  Directors  of
       Spurlock Family Corporation.

18.    Check from H. Norman Spurlock,  Jr., payable to Spurlock Adhesives in the
       amount  of  $10,000.00,   representing   cash  payment  pursuant  to  the
       Settlement Agreement.

19.    Check from Harold N. Spurlock,  Sr., payable to Spurlock Adhesives in the
       amount of $2,812.50,  representing the initial interest payment under the
       Note.

20.    Consent Judgment of H. Norman Spurlock,  Jr., filed with the Clerk of the
       Court of Sussex County, Virginia (filed stamped copy).



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