Exhibit 10.34



CLOSING ITEM NO.: A-7




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                               COUNTY OF SARATOGA
                          INDUSTRIAL DEVELOPMENT AGENCY

                                       to

                                STAR BANK, N.A.,
                                   AS TRUSTEE



       ===================================================================

                              PLEDGE AND ASSIGNMENT

                                      with

                                 ACKNOWLEDGEMENT

                                   thereof by

                            SPURLOCK ADHESIVES, INC.

       ===================================================================


                           DATED AS OF OCTOBER 1, 1997

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

                                   RELATING TO
                                   $6,000,000
                          AGGREGATE PRINCIPAL AMOUNT OF
                               COUNTY OF SARATOGA
                          INDUSTRIAL DEVELOPMENT AGENCY
                         MULTI-MODE VARIABLE RATE BONDS
                       (SPURLOCK ADHESIVES, INC. PROJECT),
                                  SERIES 1997 A

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<PAGE>



                              PLEDGE AND ASSIGNMENT


         THIS PLEDGE AND ASSIGNMENT (the  "Assignment"),  dated as of OCTOBER 1,
1997, is from the COUNTY OF SARATOGA  INDUSTRIAL  DEVELOPMENT  AGENCY,  a public
benefit  corporation  duly organized and existing under the laws of the State of
New York,  having its principal office at Saratoga County Municipal  Center,  40
McMaster Street, Ballston Spa, New York 12020 (the "Issuer") to STAR BANK, N.A.,
a national banking association duly organized and existing under the laws of the
United  States,  having an office for the  transaction of business at 425 Walnut
Street, Cincinnati,  Ohio 45201-1118, as trustee (the "Trustee") for the holders
of the Issuer's  Multi-Mode  Variable Rate Industrial  Development Revenue Bonds
(Spurlock  Adhesives,  Inc. Project),  Series 1997 A in the aggregate  principal
amount of $6,000,000 (the "Bonds") issued pursuant to a certain trust indenture,
dated as of October 1, 1997 (the  "Trust  Indenture")  by and between the Issuer
and the Trustee.

         For value received,  the receipt of which is hereby  acknowledged,  the
Issuer hereby  pledges,  assigns,  transfers  and sets over to the Trustee,  and
hereby  grants  the  Trustee  a lien on and  security  interest  in,  all of the
Issuer's  right,  title and  interest in any and all moneys due or to become due
and any and all other  rights and remedies of the Issuer under or arising out of
that  certain  installment  sale  agreement,  dated as of  October  1, 1997 (the
"Installment Sale Agreement") by and between the Issuer and Spurlock  Adhesives,
Inc. (the "Company")  (except for the "Unassigned  Rights",  as defined therein,
and moneys payable pursuant to the Unassigned  Rights),  which  Installment Sale
Agreement  is  intended  to be  recorded  immediately  prior to the  recordation
hereof; provided,  however, that the assignment made hereby shall not permit the
amendment of the Installment Sale Agreement without the prior written consent of
the Issuer, which consent shall not be unreasonably withheld.

         The  Trustee  shall have no  obligation,  duty or  liability  under the
Installment  Sale Agreement  except as specifically set forth in the Installment
Sale Agreement and accepted  pursuant to the  acceptance  attached  hereto,  nor
shall the Trustee be required or  obligated  in any manner to fulfill or perform
any obligation,  covenant, term or condition of the Issuer under the Installment
Sale  Agreement  or to make any inquiry as to the nature or  sufficiency  of any
payment  received  by it, or to present or file any claim,  or to take any other
action to collect  or enforce  the  payment of any  amounts  which may have been
assigned to it or to which it may be entitled hereunder at any time.

         The Issuer hereby irrevocably  constitutes and appoints the Trustee its
true and lawful attorney-in-fact,  with power of substitution for the Issuer and
in the name of the Issuer or in the name of the  Trustee or  otherwise,  for the
use and benefit of the holders of the Bonds, to ask, demand,  require,  receive,
collect, compound and give discharges and releases of all claims for any and all
moneys  due or to  become  due  under or  arising  out of the  Installment  Sale
Agreement  (except  for  claims  relating  to moneys  due or to become  due with
respect  to  the  Unassigned  Rights)  and  to  endorse  any  checks  and  other
instruments  or orders in connection  therewith,  and, if any "Event of Default"
specified in the Indenture or the Bonds shall occur, (a) to settle,  compromise,
compound and adjust any such claims (except for claims  arising  pursuant to the
Unassigned  Rights),  (b) to exercise  and  enforce any and all claims,  rights,
powers and remedies of the Issuer under or arising out of the  Installment  Sale
Agreement  (except for rights of the Issuer and moneys  payable  pursuant to the
Unassigned Rights),  (c) to file, commence and prosecute any suits,  actions and
proceedings  at law or in  equity  in any  court of  competent  jurisdiction  to
collect  any such sums  assigned  to the  Trustee  hereunder  and to enforce any
rights in respect thereto and all other claims,  rights,  powers and remedies of
the Issuer under or arising out of the  Installment  Sale Agreement  (except for
rights of the Issuer and moneys payable pursuant to the Unassigned Rights),  and
(d) generally to sell, assign, transfer, pledge, make any agreement with respect


<PAGE>

to and otherwise  deal with any of such claims,  rights,  powers and remedies as
fully and  completely as though the Trustee were the absolute  owner thereof for
all purposes, and at such times and in such manner as may seem to the Trustee to
be necessary or advisable in its absolute discretion.

         The Issuer further agrees that at any time, and from time to time, upon
the  written  request of the  Trustee,  and at the sole cost and  expense of the
Company,  the Issuer will promptly and duly execute and deliver any and all such
further  instruments and documents as the Trustee may deem desirable in order to
obtain the full  benefits of this  Assignment  and all rights and powers  herein
granted.

         The Issuer hereby ratifies and confirms the Installment  Sale Agreement
and does hereby warrant and represent (a) that the Installment Sale Agreement is
in full  force  and  effect,  (b) that the  Issuer is not in  default  under the
Installment  Sale Agreement and (c) that the Issuer has not assigned or pledged,
and  hereby  covenants  that it  will  not  assign  or  pledge,  so long as this
Assignment shall remain in effect,  the whole or any part of the moneys,  rights
or remedies hereby assigned to anyone other than the Trustee.

         All moneys due and to become due to the  Trustee  under or  pursuant to
the  Installment  Sale  Agreement  shall be paid  directly to the Trustee at 425
Walnut Street,  P.O. Box 1118,  Cincinnati,  Ohio  45201-1118,  or at such other
address as the  Trustee may  designate  to the Company and the Issuer in writing
from time to time.

         If the Issuer shall pay or cause to be paid, or there shall be paid, to
the Trustee or its successors and assigns the principal of, premium, if any, and
interest  on the Bonds and all other sums due or to become due  pursuant  to the
Trust  Indenture and this  Assignment,  then this  Assignment and the estate and
rights  created  hereby shall cease,  terminate  and be void,  and thereupon the
Trustee shall cancel and discharge the lien of this  Assignment  and execute and
deliver to the Issuer, and record, if necessary,  such instruments in writing as
shall be required  to release  the lien  hereof,  and shall  reconvey,  release,
assign and deliver unto the Issuer the estate,  right, title and interest in and
to any and all property conveyed, sold, transferred,  assigned or pledged to the
Trustee,  or otherwise  subject to the lien of this  Assignment  all pursuant to
Section 15.02 of the Indenture.

         This Assignment shall be binding upon the Issuer and its successors and
assigns and shall inure to the  benefit of the  Trustee and its  successors  and
assigns as trustee for the holders of the Bonds or any part thereof.

         All covenants,  stipulations,  promises,  agreements and obligations of
the Issuer contained in this Assignment,  in the Trust Indenture,  in the Bonds,
in the  Installment  Sale Agreement and in the other  documents and  instruments
connected  herewith or therewith,  and in any documents  supplemental  hereto or
thereto  (collectively,  the  "Financing  Documents")  shall be deemed to be the
covenants, stipulations,  promises, agreements and obligations of the Issuer and
not of any member, officer, agent (other than the Company),  servant or employee
of the Issuer in his  individual  capacity,  and no  recourse  under or upon any
covenant,  stipulation,  promise,  agreement  or  obligation  in  the  Financing
Documents  contained  or  otherwise  based upon or in  respect of the  Financing
Documents, or for any claim based thereon or otherwise in respect thereof, shall
be had against any past,  present or future  member,  director,  officer,  agent
(other than the Company),  servant or employee, as such, of the Issuer or of any
successor  public  benefit  corporation  or political  subdivision or any person
executing the Financing  Documents on behalf of the Issuer,  either  directly or
through the Issuer or any  successor  public  benefit  corporation  or political
subdivision  or any person  executing the  Financing  Documents on behalf of the
Issuer, it being expressly  understood that the Financing  Documents are limited
corporate obligations, and that no such personal liability whatever shall attach
to, or is or shall be incurred by, any such  member,  director,  officer,  agent


                                       2
<PAGE>

(other than the Company), servant, or employee of the Issuer or of any successor
public benefit corporation or political  subdivision or any person executing the
Financing  Documents  on behalf of the  Issuer  because of the  creation  of the
indebtedness  thereby  authorized,  or  under  or by  reason  of the  covenants,
stipulations,  promises,  agreements or  obligations  contained in the Financing
Documents or implied therefrom; and that any and all such personal liability of,
and any and all such rights and claims  against,  every such  member,  director,
officer,  agent  (other than the  Company),  servant or employee  because of the
creation of the  indebtedness  hereby  authorized,  or under or by reason of the
obligations,  covenants or agreements  contained in the  Financing  Documents or
implied  therefrom,  are, to the extent  permitted by law,  expressly waived and
released as a condition  of, and as a  consideration  for, the  execution of the
Financing Documents and the issuance of the Bonds.

         The obligations and agreements of the Issuer contained herein shall not
constitute or give rise to an obligation of the State of New York or of Saratoga
or Saratoga County,  New York, and neither the State of New York nor Saratoga or
Saratoga County, New York shall be liable thereon,  and further such obligations
and agreements shall not constitute or give rise to a general  obligation of the
Issuer, but rather shall constitute  limited,  special obligations of the Issuer
payable  solely from the  revenues of the Issuer  derived and to be derived from
the  lease,  sale or other  disposition  of the  Project  Facility,  except  for
revenues  derived by the Issuer  with  respect to the  "Unassigned  Rights"  (as
defined in the Installment Sale Agreement).

         Notwithstanding  any provision of this Assignment to the contrary,  the
Issuer  shall not be  obligated  to take any action  pursuant  to any  provision
hereof  unless (i) the Issuer  shall have been  requested to do so in writing by
the  Company  or the  Trustee  and  (ii) if  compliance  with  such  request  is
reasonably  expected to result in the  incurrence  by the Issuer (or any member,
director,  officer,  agent, servant or employee of the Issuer) in any liability,
fees,  expenses or other costs,  the Issuer shall have received from the Company
or the Trustee,  as the case may be,  security or indemnity  satisfactory to the
Issuer for protection  against all such liability,  however remote,  and for the
reimbursement of all such fees, expenses and other costs.

         The Installment  Sale Agreement  relates to the premises located in the
Moreau Industrial Park in the Town of Moreau, Saratoga County, New York and more
particularly described on Exhibit "A" attached hereto.


                                       3
<PAGE>


         IN WITNESS WHEREOF,  the Issuer has duly executed this Assignment as of
October 1, 1997.


                                      COUNTY OF SARATOGA INDUSTRIAL
                                      DEVELOPMENT AGENCY


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

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

         On the 7th day of October,  1997,  before me  personally  came FLOYD H.
ROURKE,  to me known,  who being by me duly  sworn,  did  depose and say that he
resides in  Northumberland,  New York,  that he is the CHAIRMAN of the COUNTY OF
SARATOGA  INDUSTRIAL  DEVELOPMENT  AGENCY, the public benefit corporation of the
State of New York described in and which executed the foregoing instrument,  and
that he signed his name thereto by authority of said public benefit corporation.


                                             /s/ Theresa C. Priest
                                             -----------------------------------
                                             Notary Public

                                                     Theresa C. Priest
                                              Notary Public, State of New York
                                               Washington County #01PR4921971
                                              Commission Expires Feb. 28, 1998



                                       4
<PAGE>


                                   ACCEPTANCE


         STAR  BANK,  N.A.,  as  trustee  (the  "Trustee")  hereby  accepts  the
foregoing Pledge and Assignment (the "Assignment") and agrees to fulfill all the
duties and  obligations  imposed on the Trustee under said  Assignment and under
the provisions of the Installment  Sale Agreement,  dated as of October 1, 1997,
by and between  County of Saratoga  Industrial  Development  Agency and Spurlock
Adhesives, Inc.

         IN WITNESS WHEREOF, the Trustee has duly executed this Acceptance as of
October 1, 1997.

                                   STAR BANK, N.A., as Trustee


                                   By: /s/ Keith A. Maurmeier
                                       -----------------------------------
                                   Name: Keith A. Maurmeier
                                         ---------------------------------
                                   Title: Senior Trust Officer
                                          --------------------------------


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

         On this 9th day of October,  1997,  before me personally  came Keith A.
Maurmeier,  to me known,  who being by me duly sworn, did depose and sat that he
resides at  Cincinnati,  OH, that he is the Senior  Trust  Officer of STAR BANK,
N.A.,  the national  banking  association  described  in and which  executed the
foregoing instrument,  and that he signed his name thereto by order of the Board
of Directors of said national banking association.


                                             /s/ Theresa C. Priest
                                             -----------------------------------
                                             Notary Public

                                                     Theresa C. Priest
                                              Notary Public, State of New York
                                               Washington County #01PR4921971
                                              Commission Expires Feb. 28, 1998


<PAGE>


                   ACKNOWLEDGEMENT BY VENDEE OF ASSIGNMENT OF
                VENDEE'S RIGHTS UNDER INSTALLMENT SALE AGREEMENT


         The undersigned hereby acknowledges receipt of notice of the pledge and
assignment  by  the  County  of  Saratoga  Industrial  Development  Agency  (the
"Issuer")  to Star Bank,  N.A.,  as trustee  (the  "Trustee")  of certain of the
Issuer's rights and remedies under an installment  sale  agreement,  dated as of
October 1, 1997 (the  "Installment Sale Agreement") by and between the Issuer as
Vendor and the undersigned as Vendee, which assignment is contained in a certain
pledge and assignment,  dated as of October 1, 1997 (the  "Assignment") from the
Issuer to the  Trustee,  which  Assignment  includes  the right to  collect  and
receive  all  amounts  payable by the  undersigned  under the  Installment  Sale
Agreement  (except for rights of the Issuer and moneys  payable  pursuant to the
"Unassigned  Rights",  as such  quoted term is defined in the  Installment  Sale
Agreement).  The  undersigned,  intending to be legally bound by the Assignment,
hereby  agrees with the Trustee (i) to pay  directly to the Trustee all sums due
and to become due to the Issuer from the undersigned  under the Installment Sale
Agreement (except for moneys payable pursuant to the Unassigned  Rights) without
set-off,  counterclaim  or deduction for any reason  whatsoever,  (ii) except as
otherwise  provided in the Installment  Sale  Agreement,  not to seek to recover
from the Trustee any moneys paid to the Trustee pursuant to the Installment Sale
Agreement, (iii) to perform for the benefit of the Trustee all of the duties and
undertakings of the undersigned under the Installment Sale Agreement (except for
duties and  obligations  relating  to the  Unassigned  Rights) and (iv) that the
Trustee  shall not be  obligated  by reason of the  Assignment  or  otherwise to
perform or be responsible for the performance of any of the duties, undertakings
or obligations of the Issuer under the Installment Sale Agreement.

         IN WITNESS WHEREOF, the undersigned has executed this Acknowledgment as
of October 1, 1997.

                                   SPURLOCK ADHESIVES, INC.

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

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

         On this 9th day of October,  1997, before me personally came Phillip S.
Sumpter,  to me known,  who being by me duly  sworn,  did depose and sat that he
resides in Waverly VA, that he is the Exec VP of SPURLOCK  ADHESIVES,  INC., the
corporation described in and which executed the foregoing  instrument,  and that
he  signed  his  name  thereto  by  order  of the  Board  of  Directors  of said
corporation.


                                             /s/ Theresa C. Priest
                                             -----------------------------------
                                             Notary Public

                                                     Theresa C. Priest
                                              Notary Public, State of New York
                                               Washington County #01PR4921971
                                              Commission Expires Feb. 28, 1998

<PAGE>





                                   EXHIBIT "A"

                             DESCRIPTION OF PREMISES




         THAT TRACT OR PARCEL OF LAND, situate in the Town of Moreau,  County of
Saratoga and State of New York more fully  described as Lot Number 3 as shown on
subdivision maps of Moreau  Industrial Park prepared by The Saratoga  Associates
and filed in the  Saratoga  County  Clerk's  Office on March 18,  1992 in drawer
#M-348 A-Z and AA-DD;  and as  modified  by revised  subdivision  maps of Moreau
Industrial  Park prepared by The Saratoga  Associates  and filed in the Saratoga
County  Clerk's  Office on  February  16, 1994 in drawer  #M-398,  A-S and being
further bounded and described as follows:

         BEGINNING  at a point  marked with a capped iron rod found at the point
of  intersection  of the easterly  line of Farnan Road with the common  division
line of Lot No. 4 to the  north and Lot No. 3 to the south as shown on said map;
thence  from  said  point of  beginning  along  said  common  division  line the
following five (5) courses and distances:

     1)  North 90 deg. 00 min. 00 sec. East,  347.86 feet to a point marked with
         a capped iron rod found;
     2)  South 00 deg. 00 min. 00 sec. West, 32.63 feet to a point marked with a
         capped iron rod found;
     3)  North 90 deg. 00 min. 00 sec. East,  191.52 feet to a point marked with
         a capped iron rod found;
     4)  North 00 deg. 00 min. 00 sec. East, 32.63 feet to a point marked with a
         capped iron rod found;
     5)  North  90 deg.  00 min.  00 sec.  East,  680.17  feet to the  point  of
intersection  of the westerly line of Lot No. 5 with the common division line of
Lot No. 4 to the north  and Lot No. 3 to the south as shown on said map;  thence
along said westerly line,  South 16 deg. 10 min. 56 sec. West,  102.04 feet to a
point in the  northwesterly  line of lands of The  State of New York as shown on
said map,  said point also being at the 145 foot  elevation;  thence  along said
northwesterly  and the  westerly  line of lands  of The  State of New York as it
winds and turns along the 145 foot  elevation in a southerly  direction  712 +/-
feet to the point of intersection of said westerly line of lands of The State of
New York with the common  division  line of Lot No. 3 to the north and Lot No. 2
to the south as shown on said map, the last course having a tie-line of South 33
deg. 02 min. 30 sec. West,  699.47 feet; thence along said common division line,
South 90 deg. 00 min. 00 sec. West,  865.65 feet to a point marked with a capped
iron rod found at the point of  intersection of the easterly line of Farnan Road
with the  common  division  line of Lot No. 3 to the  north and Lot No. 2 to the
south as shown on said map;  thence  along  said  easterly  line in a  northerly
direction the following four (4) courses and distances:

     1)  North  00  deg.  00 min.  00  sec.  West,  116.35  feet  to a point  of
         curvature;
     2)  Along a curve to the right an arc  length of 464.05  feet to a point of
         tangency, said curve having a radius of 2,773.32 feet and a delta angle
         of 09 deg. 35 min. 13 sec.;
     3)  North 09 deg. 35 min. 13 sec. East, 50.00 feet to a point of curvature;
     4)  Along a curve to the left an arc  length of 57.49  feet to the point or
place of  beginning,  said curve  having a radius of  2,294.42  feet and a delta
angle of 01 deg. 26 min. 08 sec., said parcel containing 16.37 +/- acres of land
and being Lot No. 3 as shown on said map.