Exhibit 10.41

                             BUILDING LOAN AGREEMENT


         THIS BUILDING LOAN  AGREEMENT  (this  "Agreement")  is made and entered
into  as of the  1st  day  of  October,  1997,  by and  among  KEYBANK  NATIONAL
ASSOCIATION,  a national banking  association with an office for the transaction
of  business  at 66 South  Pearl  Street,  Albany,  New York 12207  (hereinafter
referred to as "Bank"), SPURLOCK ADHESIVES, INC., a Virginia corporation with an
office for the transaction of business at 5090 General Mahone Highway,  Waverly,
Virginia,   23890  (the  "Company")  and  the  COUNTY  OF  SARATOGA   INDUSTRIAL
DEVELOPMENT AGENCY, a New York public benefit corporation with an office for the
transaction of business at Saratoga County Municipal Center, 40 McMaster Street,
Ballston Spa, New York 12020 (the "Issuer").

                              W I T N E S S E T H:

         WHEREAS,  the Issuer  intends  to issue its  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"); and

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

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

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

         WHEREAS,  the Issuer, the Bank, the Trustee and the Company have agreed
that draws are to be advanced to the Company by the Trustee in  accordance  with
the provisions of this Agreement and the provisions of the Indenture.

         NOW THEREFORE,  in consideration of the mutual covenants and agreements
hereinafter set forth, the Bank agrees to make and the Company agrees to accept,
on its own  behalf  and on  behalf  of the  Issuer,  the loan  representing  the
indebtedness,  as more  particularly set forth in the  Reimbursement  Agreement,
including  the  draws  made on the Bank  under  the  Letter  of  Credit to cover
disbursements  for  construction of the Project  Facility in accordance with and
subject to the terms and conditions hereinafter set forth.



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                                    ARTICLE 1

                              TERMS AND DEFINITIONS

         In addition to the terms defined in the Indenture and the Reimbursement
Agreement,  the  following  terms  shall  have the  meanings  set  forth in this
Article.  References  to  documents  and other  materials  shall  include  those
documents and materials as they may be revised,  amended and modified, from time
to  time,  with the  prior  written  approval  of Bank.  Capitalized  terms  not
otherwise defined shall have the meanings set forth in the Indenture.

         1.1    Advance.  "Advance"  means the proceeds of the Term Loan and any
disbursement  by the Trustee of Bond proceeds in accordance  with the provisions
of this  Agreement  and Section 407 of the  Indenture,  upon  presentation  of a
requisition from the Company.

         1.2    Approval.  "Approval",   "Approved",  "approval"  or  "approved"
means,  as the context so  determines,  an approval by the Bank of a Request for
Disbursement  given after full and fair  disclosure to the approving  parties of
all material facts  necessary in order to determine  whether  approval should be
granted.

         1.3    Completion Date.  "Completion  Date" means May 30, 1998, as such
date may be extended in the sole discretion of the Bank.

         1.4    Commitment.  "Commitment"  means the commitment  letter to issue
the Letter of Credit issued by Bank to Company  dated May 1, 1997,  and accepted
by Company on ________________, 1997.

         1.5    Construction Budget.  "Construction Budget" means the budget for
total estimated  Costs of Project  Facility,  submitted by Company,  approved by
Bank, and attached hereto as Exhibit A.

         1.6    Construction   Contract.   "Construction   Contract"  means  the
contract, dated September 30, 1997, between Company and Contractor and providing
for the construction of the Facility on the Land.

         1.7    Construction Inspector. "Construction Inspector" means C.T. Male
Associates,  P.C. or at Bank's  option  either an officer or employee of Bank or
consulting architects, engineers or inspectors appointed by Bank.

         1.8    Contingency Reserve.  "Contingency  Reserve" means the amount(s)
allocated as contingency  reserve(s) in the Construction  Budget to be disbursed
upon approval of the Bank.

         1.9    Contractor. "Contractor" means D.B. Western, Inc., whose address
is 1360 Airport Lane, North Bend, Oregon 97459.

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         1.10   Costs of Improvement.  "Costs of Improvement"  means those items
defined as such under Section 2(5) of the Lien Law.

         1.11   Request for Disbursement. "Request for Disbursement" means, with
respect to each  Advance,  Company's  request for such  Advance,  and  documents
required  by this  Agreement  and the  Indenture  to be  furnished  to Bank as a
condition to such Advance.

         1.12   Event of Default.  "Event of  Default"  means any  condition  or
event described herein as such.

         1.13   Governmental  Approvals.   "Governmental  Approvals"  means  all
approvals, consents, waivers, orders, acknowledgements,  authorizations, permits
and licenses  required  under  applicable  Requirements  to be obtained from any
Governmental  Authority  for the  construction  of the  Facility  and  the  use,
occupancy  and  operation  of  the  Project  Facility  following  completion  of
construction of the Facility.

         1.14   Governmental  Authority.   "Governmental  Authority"  means  the
United States of America,  the state(s) in which the Land is located and Company
and  Guarantor  are located or organized,  any  political  subdivision  thereof,
municipalities  in  which  the  Land  is  located,  and any  agency,  authority,
department, commission, board, bureau, or instrumentality of any of them.

         1.15   Guarantor.   "Guarantor"  means  Spurlock  Industries,  Inc.,  a
Virginia  corporation with a business address of 209 West Main Street,  Waverly,
Virginia 23890.

         1.16   Indirect  Costs.   "Indirect   Costs"  mean  and  include  title
insurance premiums,  survey charges,  engineering fees, architectural fees, real
estate taxes  during the period of  construction,  commitment  fees and interest
payable to Bank under the Loan, premiums for insurance, legal fees and all other
expenses  which are, in  accordance  with sound  accounting  practices,  capital
expenditures relating to the Project Facility.

         1.17   Land.  "Land"  means the real  property  described  in Exhibit B
attached hereto.

         1.18   Lien  Law.  "Lien  Law"  means  the Lien Law of the State of New
York.

         1.19   Loan.  "Loan"  means,  collectively,  (i)  the  credit  facility
extended by the Bank to the Company in connection  with the Project  Facility as
evidenced by the Letter of Credit and the  Reimbursement  Agreement and (ii) the
Term Loan.

         1.20   Loan Amount.  "Loan Amount" means the amount  outstanding on the
Bonds  and  the  indebtedness  of the  Loan  owing  by  the  Company  under  the
Reimbursement Agreement and the Term Loan.


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         1.21   Operating  Lease.   "Operating   Lease"  shall  mean  the  lease
agreement between the Company and the Contractor dated September 30, 1997.

         1.22   Payment and Performance  Bonds.  "Payment and Performance Bonds"
mean  dual-obligee  payment and performance  bonds relating to the Contractor as
Bank may  require  from time to time,  issued by a surety  company or  companies
acceptable  to Bank,  in each case in an amount not less than the full  contract
price.

         1.23   Permitted  Liens.  "Permitted  Liens"  shall  have  the  meaning
ascribed to it in the Reimbursement Agreement.

         1.24   Plans and Specifications.  "Plans and Specifications"  means the
plans and specifications for the Facility approved by the Bank.

         1.25   Project Facility.  "Project Facility" shall mean and include all
costs that will be incurred by Company in connection with the acquisition of the
Land, the  construction of the Facility,  the equipping of the Facility with the
Equipment,  and the operation and carrying of the Project  Facility  through the
expiration  date of the  Letter of  Credit,  including  without  limitation  all
Indirect Costs.

         1.26   Requirements.  "Requirements"  means any law, ordinance,  order,
rule or  regulation  of any  Governmental  Authority  relating in any way to the
Project Facility, Company or Guarantor.

         1.27   Term Loan. "Term Loan" shall mean the $1,500,000 loan to be made
by the Bank to the Company to assist in the financing of the Project.

         1.28   Termination  Date.  "Termination  Date" means the earlier of the
Completion  Date or such other date as may be set forth  herein  which fixes the
termination of Bank's obligations to make Advances.

                                    ARTICLE 2

                               FINANCING DOCUMENTS

         The Financing  Documents (as defined in the  Indenture)  have been duly
authorized, executed and delivered to each of the parties thereto.


                                    ARTICLE 3

                    REPRESENTATIONS AND WARRANTIES OF COMPANY

         Company hereby represents and warrants to Bank as follows:

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         3.1    Validity of Financing Documents. That the Financing Documents to
which it is a party are in all respects valid and legally  binding  obligations,
enforceable in accordance with their respective terms.

         3.2    Title to Project Facility. That the Issuer has good clear record
and  marketable  fee  simple  absolute  title to the Land,  subject to no liens,
security  interests,  charges or  encumbrances in favor of any person other than
the Trustee, the Bank or the Contractor.

         3.3    Absence of  Conflicts.  That the  execution  and delivery of the
Financing Documents by Company and the Guarantor do not, and the performance and
observance by Company and the  Guarantor of their  obligations  thereunder  will
not,  contravene  or result in a breach of (a) any provision of Company's or the
Guarantor's  corporate charter or by-laws,  or (b) any Requirements,  or (c) any
decree or judgement  binding on Company or the Guarantor,  or (d) except for the
Loan and Security  Agreement dated as of July 1, 1996 by and between the Company
and National Bank of Canada,  any agreement or instrument  binding on Company or
the Guarantor or any of their respective properties, nor will the same result in
the  creation  of any lien or  security  interest  under any such  agreement  or
instrument.

         3.4    Pending   Litigation.   That  there  are  no   actions,   suits,
investigations  or  proceedings  pending,  or,  to  the  knowledge  of  Company,
threatened against or affecting Company,  the Guarantor or the Project Facility,
or involving the validity or enforceability of any of the Financing Documents or
the  priority of the lien  thereof,  or which will affect  Company's  ability to
repay the Loan, at law or in equity or before or by any Governmental Authority.

         3.5    Violations of Requirements. That Company has no knowledge of any
violations or notices of violations of any Requirements.

         3.6    Compliance with Requirements.  That the Plans and Specifications
and  construction of the Project  Facility  pursuant  thereto and the use of the
Project Facility contemplated thereby will comply with all Requirements.

         3.7    Organization,  Status and  Authority.  (a) The  Company (i) is a
corporation duly organized, validly existing and in good standing under the laws
of the state in which it is incorporated,  (ii) is duly qualified to do business
and is in good standing in the State of New York, (iii) has the corporate power,
authority and legal right to own and operate its properties and assets, carry on
the  business  now being  conducted  and  proposed to be conducted by it, and to
engage in the transactions contemplated by the Financing Documents, and (iv) the
execution and delivery of the Financing Documents to which it is a party and the
performance  and observance of the provisions  thereof have been duly authorized
by all necessary corporate actions.

         3.8    Availability of Utilities.  That all utility services  necessary
and sufficient for the  construction,  development  and operation of the Project
Facility for its intended purposes are

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presently  available  to the  boundaries  of the Land through  dedicated  public
rights of way or through  perpetual  private  easements,  approved by Bank, with
respect to which the Mortgage  creates a valid,  binding and  enforceable  first
lien,  including,  but not limited to, water supply,  storm and sanitary  sewer,
gas, electric and telephone facilities, and drainage.

         3.9    Condition of Project Facility. That neither the Project Facility
nor any  portion  thereof  is now  damaged  or  injured  as  result of any fire,
explosion,  accident,  flood or other  casualty  or has been the  subject of any
Condemnation,  and to the knowledge of Company,  no  Condemnation  is pending or
contemplated.

         3.10   Brokerage  Commissions.  That any brokerage  commissions  due in
connection with the transactions  contemplated hereby have been paid in full and
that any such  commissions  coming due in the future  will be  promptly  paid by
Company.  Company agrees to and shall indemnify Bank from any liability,  claims
or losses  arising by reason of any such brokerage  commissions.  This provision
shall  survive the  repayment  of the Loan and shall  continue in full force and
effect so long as the possibility of such liability, claims or losses exists.

         3.11   Financial  Statements.  That the financial statements of Company
and the  Guarantor  previously  delivered  to Bank are true and  correct  in all
respects,  have been prepared in accordance with generally  accepted  accounting
principles  consistently  applied,  and fairly present the respective  financial
conditions of the Company and the Guarantor as of the  respective  dates thereof
and the results of their  operations for the periods  covered  thereby;  that no
adverse change has occurred in the assets,  liabilities, or financial conditions
reflected  therein since the respective  dates  thereof;  and that no additional
borrowings  have been made by Company or the  Guarantor  since the date  thereof
other than the  borrowing  contemplated  hereby or  previously  consented  to in
writing by the Bank.

         3.12   Taxes. That all federal,  state and other tax returns of Company
and the Guarantor required by law to be filed have been filed, that all federal,
state and other taxes,  assessments and other governmental  charges upon Company
and the Guarantor or their respective  properties which are due and payable have
been paid,  and that  Company  and the  Guarantor  have set aside on their books
provisions  reasonably  adequate  for  the  payment  of all  taxes  for  periods
subsequent to the periods for which such returns have been filed.

         3.13   Other  Contracts.   Except  for  the  Financing  Documents,  the
Construction  Contract and the Operating Lease,  Company has made no contract or
arrangement of any kind or type whatsoever  (whether oral or written,  formal or
informal),  the  performance of which by the other party thereto could give rise
to a lien or encumbrance on the Project  Facility,  except for contracts (all of
which have been  disclosed  in writing to Bank) made by Company with parties who
have executed and delivered lien waivers to Company,  and which,  in the opinion
of Bank's  counsel,  will not create rights in existing or future lien claimants
which may be superior to the lien of the Mortgage.


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         3.14   Construction Contract.  That (i) the Construction Contract is in
full force and effect;  (ii) both Company and Contractor are in full  compliance
with their respective  obligations  under the Construction  Contract;  (iii) the
work to be performed by Contractor under the  Construction  Contract is the work
called for by the Plans and Specifications and all work required to complete the
Project Facility in accordance with the Plans and Specifications is provided for
under the Construction Contract; and (iv) all work on the Project Facility shall
be  completed  in  accordance  with the Plans and  Specifications  in a good and
workmanlike manner and shall be free of any defects for which the Company is not
compensated in accordance with the terms of the Construction Contract.

         3.15   Access.  That the rights of way for all roads  necessary for the
full utilization of the Project  Facility for its intended  purposes have either
been acquired by the Company,  the  appropriate  Governmental  Authority or have
been dedicated to public use and accepted by such  Governmental  Authority,  and
all such roads shall have been completed, or all necessary steps shall have been
taken  by  Company  and such  Governmental  Authority  to  assure  the  complete
construction and installation thereof prior to the date upon which access to the
Project  Facility  via such roads  will be  necessary.  All curb cuts,  driveway
permits and traffic signals shown on the Plans and  Specifications  or otherwise
necessary  for access to the Project  Facility  are  existing or have been fully
approved by the appropriate Governmental Authority.

         3.16   No Default.  That no Event of Default  exists and no event which
but for the passage of time,  the giving of notice or both would  constitute  an
Event of Default has occurred.

         3.17   Plans and  Specifications.  That Company has furnished Bank true
and  complete  sets of the  Plans  and  Specifications  which  comply  with  all
Requirements,  all Governmental Approvals,  and all restrictions,  covenants and
easements  affecting the Project  Facility,  and which have been approved by the
Contractor,  Company's Architect, and such Governmental Authority as is required
for construction of the Project Facility.

         3.18   Governmental   Approvals.   That   Company  has   obtained   all
Governmental  Approvals  from,  and has given all such notices to, and has taken
all such other  actions  with respect to such  Governmental  Authority as may be
required under applicable Requirements for the construction of the Facility.

         3.19   Construction  Budget.  That the Construction  Budget  accurately
reflects all costs of construction of the Project Facility.

         3.20   Effect  of  Request  for  Disbursement.  That each  Request  for
Disbursement  submitted  as  provided  in Article 6 hereof and  pursuant  to the
Indenture  shall  constitute  an  affirmation  that  the   representations   and
warranties  contained in Article 3 of this Agreement and in the other  Financing
Documents remain true and correct as of the date thereof; and unless the Bank is
notified to the contrary, in writing, prior to the disbursement of the requested
Advance or any portion thereof,  shall constitute an affirmation to the Bank and
the  Trustee  that  the  same  remain  true  and  correct  on the  date  of such
disbursement.

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         3.21   The Company is Agent; Disbursement of Funds. That the Issuer, in
compliance with and subject to the terms of the Installment Sale Agreement,  has
appointed  the Company its true and lawful  agent,  and the Company has accepted
such agency for the purpose,  among other things,  of causing the Facility to be
constructed  and equipped in  accordance  with the terms and  conditions of this
Agreement.  The Issuer has authorized the Trustee, with the consent of the Bank,
to disburse all monies, as provided for in this Agreement, the Indenture and the
Installment  Sale  Agreement  directly  to the Company in  accordance  with this
Agreement.


                                    ARTICLE 4

                              COVENANTS OF COMPANY

         The Company hereby covenants and agrees with Bank as follows:

         4.1    Construction  Contract. (i) To permit no default under the terms
of  the  Construction  Contract,  (ii)  to  waive  none  of the  obligations  of
Contractor  thereunder,  (iii) to do no act which would relieve  Contractor from
its   obligations  to  construct  the  Facility   according  to  the  Plans  and
Specifications,  and (iv) to make no  amendments  to or change  orders under the
Construction Contract without the prior approval of Bank.

         4.2    Insurance.  To obtain  insurance  or  evidence of  insurance  as
required by the Financing Documents.

         4.3    Application of Loan  Proceeds.  To use the proceeds of the Bonds
solely for the purpose of paying for the cost of the  acquisition,  construction
and  equipping  of the  Project  Facility in  accordance  with the terms of this
Agreement and the Indenture.

         4.4    Project Facility Costs and Expenses. To pay all Project Facility
Costs,  regardless of the amount, and to pay all costs and expenses of Bank with
respect to the financing,  acquisition and construction of the Project Facility,
including but not limited to, appraisal fees,  inspection fees, surveying costs,
legal  fees(including  legal fees incurred by Bank  subsequent to the closing of
the Loan in  connection  with the  disbursement,  administration,  collection or
transfer of the Loan), advances,  recording expenses, surveys, intangible taxes,
expenses of foreclosure (including attorney's fees) and similar items.

         4.5    Commencement  and  Completion  of   Construction.   To  commence
construction  of the  Facility  and  the  acquisition  and  installation  of the
Equipment within thirty (30) days after the date hereof and to diligently pursue
construction  to completion  prior to the Completion Date in accordance with the
Plans and  Specifications,  in full compliance with all restrictions,  covenants
and  easements  affecting  the  Project  Facility,  all  Requirements,  and  all
Governmental  Approvals,  and with all terms  and  conditions  of the  Financing
Documents  without deviation from the Plans and  Specifications  unless with the
prior approval of Bank and the surety  company or companies  issuing any Payment
and Performance Bond; to pay all sums and to perform such

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duties as may be necessary to complete such construction of the Facility and the
acquisition  and  installation of the Equipment in accordance with the Plans and
Specifications  and in full  compliance  with all  restrictions,  covenants  and
easements affecting the Project Facility,  all Requirements and all Governmental
Approvals,  and with all terms and conditions of the Financing Documents, all of
which shall be  accomplished  on or before the  Completion  Date,  free from any
liens, claims or assessments (actual or contingent) asserted against the Project
Facility  for any  material,  labor  or  other  items  furnished  in  connection
therewith.  Evidence of  satisfactory  compliance  with the  foregoing  shall be
furnished by Company to Bank on or before the Completion Date.

         4.6    Right of Bank to Inspect  Project  Facility.  To permit Bank and
its representatives and agents to enter upon the Project Facility and to inspect
the Project  Facility and all materials to be used in the  construction  thereof
and  to  cooperate  and  cause   Contractor  to  cooperate  with  Bank  and  its
representatives  and agents during such inspections  (including making available
to Bank working copies of the Plans and Specifications together with all related
supplementary  materials);  provided,  however, that this provision shall not be
deemed to impose upon Bank any obligation to undertake such inspections.

         4.7    Correction of Defects.  Unless Company demonstrates to Bank that
such  corrective  work is  inappropriate  or  inconsistent  with the  Plans  and
Specifications, to promptly correct all defects in the Facility or any departure
from the Plans and  Specifications  not  previously  approved  by Bank.  Company
agrees that any Advance, whether before or after such defects or departures from
the Plans and Specifications are discovered by, or brought to the attention,  of
Bank,  shall not constitute a waiver of Bank's right to require  compliance with
this covenant.

         4.8    Sign Regarding  Construction  Financing.  At Bank's  option,  to
erect  promptly  and maintain on a suitable  site on the Land a sign  indicating
that  construction  financing is being provided by Bank, all to the satisfaction
of Bank;  and to prevent  the  destruction  or removal of said sign  without the
prior approval of Bank.

         4.9    Approval of Change Orders. To permit no material deviations from
the Plans and Specifications  during construction  without the prior approval of
Bank and the surety  company or  companies  issuing any Payment and  Performance
Bonds.

         4.10   Notice of Occupancy. To notify Bank at least ten (10) days prior
to, and again on, the date of occupancy of any portion of the Project Facility.

         4.11   Books and  Records.  To keep and  maintain  complete  proper and
accurate books,  records and accounts reflecting all items of income and expense
of Company in connection with the Project  Facility and the  construction of the
Facility,  the acquisition and  installation of the Equipment and the results of
the  operation  thereof;  and,  upon the  request of Bank,  to make such  books,
records and accounts immediately available to Bank for inspection or independent
audit.


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         4.12   Financial  Statements and Other Information.  To furnish to Bank
such  financial  statements  and  information  as Company  has agreed to provide
elsewhere in the Financing Documents.

         4.13   Construction   Inspector.   To  permit   Bank  to   retain   the
Construction Inspector (the "Construction  Inspector") at the cost of Company to
perform the following services on behalf of Bank:

                (a)    To review and advise Bank whether,  in the opinion of the
         Construction Inspector, the Plans and Specifications are satisfactory;

                (b)    To review Requests for Disbursements and change orders;

                (c)    To make periodic  inspections  (approximately at the date
         of each  Request for  Disbursement)  for the  purpose of assuring  that
         construction  of the Facility to date is in  accordance  with the Plans
         and  Specifications  and to approve  Company's then current Request for
         Disbursement as being consistent with Company's  obligations under this
         Agreement  and the  Indenture,  including  inter alia, an opinion as to
         Company's  continued  compliance with the provisions of Section 6.1 (f)
         (4) hereof.

         The  fees of the  Construction  Inspector  shall  be  paid  by  Company
forthwith upon billing therefor and expenses incurred by Bank on account thereof
shall be reimbursed to Bank  forthwith upon request  therefor,  but neither Bank
nor the Construction Inspector shall have any liability to Company on account of
(i) the services  performed by the Construction  Inspector,  (ii) any neglect or
failure  on the part of the  Construction  Inspector  to  properly  perform  its
services, or (iii) any approval by the Construction Inspector of construction of
the Facility. Neither Bank nor the Construction Inspector assumes any obligation
to Company or any other person  concerning  the quality of  construction  of the
Facility or the absence therefrom of defects.

         4.14   Soil Tests.  To provide  promptly to Bank at  Company's  expense
such soil tests and  environmental  assessments  of the Land as Bank may require
from time to time.

         4.15   Payment and Performance Bonds. To furnish to Bank and maintain a
Payment and Performance Bond for the Contractor.

         4.16   Insufficiency  of Loan  Proceeds.  To deposit funds with Bank as
follows: If at any time or from time to time during the terms of this Agreement,
in Bank's judgment and opinion, the remaining undisbursed portion of the Project
Fund, together with the undisbursed  balances of other sums previously deposited
by Company with Bank or the Trustee in  connection  with the Loan, is or will be
insufficient  to  fully  complete  the  construction  of the  Facility  and  the
acquisition  and  installation  of the Equipment  therein in accordance with the
Plans and  Specifications,  to pay all other Project  Facility Costs, to pay all
interest  accrued or to accrue on the Loan  during the term of the Loan from and
after the date hereof,  and to pay all other sums due or to become due under the
Financing Documents, regardless of how such condition may

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be caused,  Company  shall,  within seven (7) days after written  notice thereof
from Bank, deposit with Bank such sums of money in cash as Bank may require,  in
an amount  sufficient to remedy such condition,  and sufficient to pay any liens
for  services  and  materials  alleged  to be due and  payable  at that  time in
connection with the Project Facility, and, at Bank's option, no further Advances
shall be made by the Trustee until the  provisions of this  Paragraph  have been
fully complied with. All such deposited sums shall stand as additional  security
for Company's obligations under this Agreement and shall be disbursed by Bank in
the same manner as Advances under this Agreement  before any further Advances of
the Bond proceeds shall be made.  Neither the Bank nor the Trustee shall have no
obligation to pay Company any interest with respect to such deposited funds.

         4.17   Additional Documents. To perform hereunder as follows:

                (a)    Regarding   Construction.   To   furnish   to  Bank   all
         instruments,   documents,   boundary  surveys,  footing  or  foundation
         surveys, certificates, plans and specifications,  appraisals, title and
         other  insurance,  reports  and  agreements  and each and  every  other
         document and  instrument  required to be furnished by, the terms of the
         Commitment or this Agreement or the other Financing  Documents,  all at
         Company's expense.

                (b)    Regarding   Preservation  of  Security.  To  execute  and
         deliver  to Bank such  documents,  instruments,  assignments  and other
         writings, and to do such other acts necessary or desirable, to preserve
         and protect the  collateral  at any time securing or intended to secure
         the Loan, as Bank may require.

                (c)    Regarding this Agreement.  To do and execute all and such
         further lawful and reasonable  acts,  conveyances and assurances in the
         law for the better and more  effective  carrying out of the intents and
         purposes of this Agreement as Bank shall require from time to time.

         4.18   Financing  Publicity.  To  permit  Bank to obtain  publicity  in
connection with the  construction of the Project Facility through press releases
and participation in such events as ground breaking and opening ceremonies;  and
to give  Bank  ample  advance  notice  of such  events  and to give Bank as much
assistance as possible in connection  with  obtaining such publicity as Bank may
request.

         4.19   Easements  and  Restrictions.  To  submit  to  Bank  for  Bank's
approval  prior to the  execution  thereof by Company  all  proposed  easements,
restrictions, covenants, permits, licenses, and other instruments which would or
might affect the title to the Project Facility,  accompanied by a survey showing
the exact  proposed  location  thereof and such other  information as Bank shall
reasonably  require.  Company shall not subject the Project Facility or any part
thereof to any easement,  restriction or covenant  (including any restriction or
exclusive use provision in any lease or other occupancy  agreement)  without the
prior approval of Bank.


                                       11

<PAGE>

         4.20   Compliance  with  Requirements.  To  comply  promptly  with  all
requirements  and  governmental  approvals and to furnish Bank, on demand,  with
independent evidence of such compliance.

         4.21   Leases.  To  enter  into  no  leases  or  occupancy   agreements
affecting the Project Facility without the prior approval of Bank. Company shall
deliver to Bank executed  counterparts  of all leases and  occupancy  agreements
affecting the Project Facility whether executed before or after the date of this
Agreement, and shall not amend any provision thereof or waive any obligations of
tenants under any leases or occupancy  agreements affecting the Project Facility
without the prior approval of Bank.

         4.22   Compliance With Restrictions, Covenants and Easements. To comply
with all restrictions, covenants and easements affecting the Project Facility.

         4.23   Laborers,  Subcontractors  and Materialmen.  To furnish to Bank,
upon request at anytime, and from time to time, affidavits listing all laborers,
subcontractors,  materialmen,  and any other  parties  who might or could  claim
statutory  or common law liens and are  furnishing  or have  furnished  labor or
material  to  the  Project  Facility  or  any  portion  thereof,  together  with
affidavits,  or other evidence  satisfactory to Bank,  showing that such parties
have been paid all amounts  then due for labor and  materials  furnished  to the
Project  Facility.  In addition,  Company will notify Bank  immediately,  and in
writing,  if Company  receives  any notice,  written or oral,  from any laborer,
subcontractor  or materialmen to the effect that said laborer,  subcontractor or
materialmen  has not been paid when due for any labor or materials  furnished in
connection  with  the  construction  of  the  Facility  or the  acquisition  and
installation of the Equipment.

         4.24   Further  Assurance of Title. To further assure title as follows:
If at any time Bank or Bank's  counsel  has  reason to believe  that,  except as
permitted  by Section 5.8 hereof,  any Advance is not secured or will or may not
be secured by the  Indenture  and/or the  Mortgage  as a first lien or  security
interest on the Project Facility, then Company shall, within ten (10) days after
written notice from Bank, do all things and matters necessary,  to assure to the
satisfaction  of Bank and  Bank's  counsel  that  any  Advance  previously  made
hereunder or to be made  hereunder is secured or will be secured by the Mortgage
as a first lien or first security interest on the Project Facility, and Bank, at
its  option,  may  decline to make  further  Advances  hereunder  until Bank has
received such assurance.

         4.25   No  Transfers  or  Encumbrances.  To  cause or  permit  no sale,
conveyance,  transfer,  assignment or encumbering of the Project Facility or any
interest  therein  without the prior approval of the Issuer,  the Trustee or the
Bank.


                                       12

<PAGE>

                                    ARTICLE 5

                                AGREEMENT TO LEND

         Subject to the terms and  conditions set forth in this  Agreement,  the
Reimbursement Agreement and the Indenture, Bank agrees to consent to Advances to
Company  from  time to time  during  the  period  from  the date  hereof  to the
Termination  Date in an aggregate  principal  amount of up to and  including the
Loan Amount to pay Project  Facility Costs actually  incurred in connection with
the  acquisition of the Land,  construction  of the Facility and the acquisition
and installation of the Equipment in the Facility  (including Indirect Costs) if
and to the extent such Project  Facility Costs are reflected in the Construction
Budget as being funded by proceeds of the Bonds.

         5.1    Reimbursement Agreement. The Company shall have an obligation to
pay all sums due  under the  Reimbursement  Agreement  and the  other  Financing
Documents.

         5.2    Advances. The Construction Budget reflects, by category and line
items, the purposes and the amounts for which funds to be advanced by Bank under
this  Agreement and the Indenture are to be used.  Bank shall not be required to
disburse for any category or line item more than the amount  specified  therefor
in the Construction Budget.

         5.3    Cost  Overruns.  If Company  becomes  aware of any change in the
Project  Facility  Costs  which will  increase  a  category  or line item of the
Project Facility Costs reflected on the Construction Budget (as the Construction
Budget  is  revised  from time to time and  approved  by  Bank),  Company  shall
immediately  notify Bank in writing and promptly submit to Bank for its approval
a revised  Construction Budget. No further Advances need be consented to by Bank
unless and until the  revised  Construction  Budget so  submitted  by Company is
approved  by Bank,  and Bank  reserves  the right to approve or  disapprove  any
revised  Construction  Budget  in its  sole  and  absolute  discretion.  If Bank
approves the revised  Construction  Budget, and such revised Construction Budget
reflects  Project  Facility  Costs to be  funded  by Bank in  excess of the Loan
Amount, the amount of such excess shall be funded by the Company.

         5.4    Contingency Reserve. Any amount allocated as Contingency Reserve
in the  Construction  Budget is not  intended to be  disbursed  and will only be
disbursed  upon the prior  approval of Bank,  which approval can be withheld for
any reason or for no reason.  The  disbursement  of a portion of the Contingency
Reserve  shall in no way prejudice  Bank from  withholding  disbursement  of any
further portion of the Contingency Reserve.

         5.5    Stored  Materials.  Subject  to  the  limitations  contained  in
Section  5.8  hereof,  Bank shall  disburse  funds for  materials,  furnishings,
fixtures, machinery or equipment not yet incorporated into Land, the Facility or
Equipment  (the "Stored  Materials")  subject to the  requirements  set forth in
items (a) through (e) below.  Subject to the  provisions  of Section 5.8 hereof,
any  disbursement for the cost of Stored Materials shall be contingent upon Bank
receiving satisfactory evidence that:

                                       13

<PAGE>

                (a)    The Stored  Materials are  components in a form ready for
         incorporation into the Facility or Equipment;

                (b)    The Stored  Materials are stored at the Land, in a bonded
         warehouse,  at a site  controlled by Company,  or at such other site as
         Bank shall approve, and are protected against theft and damage;

                (c)    The Stored  Materials  have been paid for in full or will
         be paid for  with the  funds to be  disbursed  and all lien  rights  or
         claims of the  supplier  have been  released or will be  released  upon
         payment with disbursed funds;

                (d)    Bank has or will have upon payment with disbursed funds a
         perfected,  first priority  security  interest in the Stored Materials;
         and

                (e)    The Stored  Materials  are insured for an amount equal to
         their replacement costs.

         5.6    Amount of  Advances.  In no event shall any  Advance  exceed the
full amount of Indirect  Costs  approved by Bank and  theretofore  paid or to be
paid with the proceeds of such  Advance  plus ninety (90%)  percent of all costs
for  construction of Facility and acquisition and  installation of the Equipment
approved  by Bank and  incurred  by Company  through the date of the Request for
Disbursement  less the aggregate  amount of any Advances  previously made. It is
further  understood that the retainage  described above is intended to provide a
contingency  fund protecting Bank against failure of Company or the Guarantor to
fulfill any obligations under the Financing Documents,  and that Bank may charge
amounts against such retainage in the event Bank is required or elects to expend
its own funds to cure any Event of Default.  The retainage described herein will
be advanced by the Bank upon satisfaction of the conditions set forth in Section
6.3 hereof.

         5.7    Quality of Work. No Advance shall be due unless all work done at
the date the Request for Disbursement for such Advance is submitted is done in a
good and workmanlike  manner and without defects,  as confirmed by the report of
the  Construction  Inspector,  but the  Trustee  upon  consent of the Bank,  may
disburse  all or part of any  Advance  before  the sum shall  become due if Bank
believes it advisable to do so, and all such  Advances or parts thereof shall be
deemed to have been made pursuant to this Agreement.

         5.8    Coordination  with  Construction   Contract.   The  Bank  hereby
acknowledges that certain provisions of the Construction  Contract conflict with
the terms of this Building Loan  Agreement.  The Bank hereby agrees that, to the
extent that the terms of the Construction  Contract cause a conflict with any of
the  representations,  warranties or covenants of the Company  contained herein,
such  conflict  is  hereby  waived by the Bank and the Bank  agrees  that such a
conflict  will not be a default or Event of  Default,  or ban the  Company  from
meeting  any  condition  hereunder.  Notwithstanding  anything  to the  contrary
contained  herein,  the Bank hereby agrees to make Advances  hereunder which are
not in compliance with the conditions set

                                       14

<PAGE>

forth in Section 5.5 and Article 6 hereof  ("Unsecured  Advances") to enable the
Company to make  certain  payments  required by Article 2.1 of the  Construction
Contract,  provided,  however,  that the aggregate amount of Unsecured  Advances
outstanding  hereunder  shall not at any time exceed  $2,566,000.  For  purposes
hereof, if an Unsecured Advance is used to finance,  in whole or in part, goods,
stored  materials  or  Equipment,  the amount of such  Unsecured  Advance may be
readvanced  hereunder  upon  the  delivery  to the  Land of such  goods,  stored
materials or Equipment.


                                    ARTICLE 6

                             CONDITIONS PRECEDENT TO
                          DISBURSEMENT OF BOND PROCEEDS

         6.1    Conditions of Initial Advance. The obligation of Bank to consent
to the initial Advance shall be subject to the following conditions precedent:

                (a)    Financing Documents. The Financing Documents, in form and
         substance  satisfactory  to Bank and the Trustee,  shall have been duly
         executed  and  delivered  by the  parties  thereto and shall be in full
         force and effect,  and Bank shall have received the original or a fully
         executed  counterpart  thereof.  All Financing Documents to be filed or
         recorded in the public  records shall have been so filed or recorded in
         the appropriate public records.

                (b)    Construction  Documents.  The Construction  Contract,  in
         form and substance  satisfactory to Bank, shall have been duly executed
         and  delivered  by the  parties  thereto,  shall be in full  force  and
         effect,  and Bank shall have  received a certified or a fully  executed
         counterpart  thereof.  The  Contractor  shall  have duly  executed  and
         delivered  to Bank a  consent  to the  assignment  of the  Construction
         Contract,  in form and substance  satisfactory  to Bank, and Bank shall
         have received the original or a fully executed counterpart thereof.

                (c)    Subcontracts.  Company shall have  delivered to Bank, and
         Bank shall have approved,  a list of all subcontractors and materialmen
         who  have  been  or,  to the  extent  identified  by  Company,  will be
         supplying  labor or materials for the Project  Facility,  a copy of the
         standard form of subcontract to be used by the Contractor,  and correct
         and complete photocopies of all executed subcontracts and contracts.

                (d)    Other  Contracts.  Company  shall have  delivered to Bank
         correct and complete  photocopies of all other executed  contracts with
         contractors,  engineers or consultants for the Project Facility, and of
         all development, management, brokerage, sales or leasing agreements for
         the Project Facility.


                                       15

<PAGE>

                (e)    Deliveries.  The following  items or documents shall have
         been delivered to Bank:

                       (1)    Plans and Specifications. Two complete sets of the
                Plans and  Specifications  and approval thereof by any necessary
                Governmental  Authority,  with a certification that the Facility
                to  be   constructed   complies   with  all   Requirements   and
                Governmental   Approvals  and  that  the  Construction  Contract
                satisfactorily provides for the construction of the Facility.

                       (2)    Title  Insurance  Policy.  A paid Title  Insurance
                Policy or report in all  respects  satisfactory  to Bank and its
                counsel.

                       (3)    Other  Insurance.   Policies  (or,  if  permitted,
                certificates  or other  evidence of) all  insurance  required by
                this Agreement or any other Financing Document.

                       (4)    Evidence  of   Sufficiency   of  Funds.   Evidence
                satisfactory  to Bank that the  proceeds  of the  Bonds  will be
                sufficient  to  cover  all  Project  Facility  Costs  reasonably
                anticipated  to be incurred  and to satisfy the  obligations  of
                Company to Bank under this Agreement and the Indenture.

                       (5)    Evidence  of Access,  Availability  of  Utilities,
                Governmental Approvals. Evidence satisfactory to Bank as to:

                              (A)    the  methods of access to and  egress  from
                       the  Project  Facility,  and nearby or  adjoining  public
                       ways, meeting the reasonable  requirements of property of
                       the  type   contemplated   to  be  completed  under  this
                       Agreement  and the status of  completion  of any required
                       improvements to such access;

                              (B)    the  availability  of  storm  and  sanitary
                       sewer facilities  meeting the reasonable  requirements of
                       the Project Facility;

                              (C)    the  availability  of  all  other  required
                       utilities,  in location and capacity  sufficient  to meet
                       the reasonable needs of the Project Facility; and

                              (D)    the securing of all Governmental  Approvals
                       from the  applicable  Governmental  Authority  which  are
                       required   under   applicable    Requirements   for   the
                       construction of the Facility, together with copies of all
                       such Governmental Approvals.

                       (6)    Environmental Report. An environmental  assessment
                report  or  reports  of  one  or  more  qualified  environmental
                engineering or similar inspection

                                       16

<PAGE>



                firms approved by Bank in form, scope and substance satisfactory
                to Bank,  which report or reports shall  indicate a condition of
                the  Land in all  respects  satisfactory  to  Bank  in its  sole
                discretion  and upon which  report or reports  Bank is expressly
                entitled to rely.

                       (7)    Soil Report.  A soil report for the Land  prepared
                by a soil  engineer  approved  by  Bank in  form  and  substance
                satisfactory to Bank, containing  recommendations for the design
                of foundations, paved areas and underground utilities.

                       (8)    Survey.  A  survey  prepared  in  accordance  with
                Bank's  survey  requirements,   certified  by  a  land  surveyor
                registered  as such in the state in which  the Land is  located,
                which  survey  shall be in form and  substance  satisfactory  to
                Bank.

                       (9)    Payment and  Performance  Bonds.  Such Payment and
                Performance Bonds as may have been requested by Bank.

                       (10)   Request   for   Disbursement.    A   Request   for
                Disbursement complying with the provisions of this Agreement and
                the Indenture.

                (f)    Legal Opinions. Bank shall have received opinions in form
         and  substance  satisfactory  to Bank and Bank's  counsel  from counsel
         satisfactory  to Bank  as to such  matters  as  Bank  shall  reasonably
         request.

                (g)    Certification   Regarding   Chattels.   Bank  shall  have
         received a certification from the Title Insurer or counsel satisfactory
         to Bank (which shall be updated from time to time at Company's  expense
         upon request by Bank) that a search of the public records  disclosed no
         conditional sales contracts,  chattel mortgages,  leases of personalty,
         financing  statements or title  retention  agreements  which affect the
         Project Facility other than Permitted Liens.

                (h)    Notices.   All  notices   required  by  any  Governmental
         Authority  or by  any  applicable  Requirement  to be  filed  prior  to
         commencement of construction of the Facility shall have been filed.

                (i)    Appraisal.  The Bank has  received  an  appraisal  of the
         Project Facility acceptable to the Bank.

                (j)    Performance; No Default. Company shall have performed and
         complied with all terms and conditions  herein required to be performed
         or complied with by it at or prior to the date of the initial  Advance,
         and on the date of the initial Advance, there shall exist no Default or
         Event of Default.


                                       17

<PAGE>

                (k)    Representations  and Warranties.  The representations and
         warranties made by Company and the Guarantor in the Financing Documents
         or  otherwise  made by or on  behalf of  Company  or the  Guarantor  in
         connection therewith or after the date thereof shall have been true and
         correct  in all  respects  on the date on which  made and shall also be
         true and correct in all respects on the date of the initial Advance.

                (l)    Other  Documents.  Such  other  documents,  opinions  and
         certificates as Bank or its counsel may reasonably require.

                (m)    Proceedings and Documents.  All proceedings in connection
         with the  transactions  contemplated  by this  Agreement  and the other
         Financing Documents shall be satisfactory to Bank and Bank's counsel in
         form and substance,  and Bank shall have received all  information  and
         such  counterpart  originals on certified  copies of such documents and
         such  other  certificates,  opinions  or  documents  as Bank and Bank's
         counsel may reasonably require.

         6.2    Conditions of  Subsequent  Advances.  The  obligation of Bank to
make any Advance  after the initial  Advance  shall be subject to the  following
conditions precedent:

                (a)    Prior Conditions  Satisfied.  All conditions precedent to
         the  initial  Advance  and  any  prior  Advance  shall  continue  to be
         satisfied as of the date of such subsequent Advance.

                (b)    Performance; No Default. Company shall have performed and
         complied with all terms and conditions  herein required to be performed
         or complied with by it at or prior to the date of such advance,  and on
         the date of such  Advance  there  shall  exist no  Default  or Event of
         Default.

                (c)    Representations  and Warranties.  The representations and
         warranties made by Company and the Guarantor in the Financing Documents
         or  otherwise  made by or on  behalf of  Company  or the  Guarantor  in
         connection  therewith  after the date thereof  shall have been true and
         correct  in all  respects  on the date on which  made and shall also be
         true and correct in all respects on the date of such Advance.

                (d)    No Damage.  The Facility and the Equipment shall not have
         been injured or damaged by fire,  explosion,  accident,  flood or other
         casualty, unless Bank shall have received insurance proceeds sufficient
         in the judgment of Bank to effect the  satisfactory  restoration of the
         Facility and the Equipment and to permit the  completion  thereof prior
         to the Completion Date.

                (e)    Receipt by Bank. Bank shall have received:

                       (1)    Request   for   Disbursement.    A   Request   for
                Disbursement complying with the requirements hereof;

                                       18

<PAGE>

                       (2)    Endorsement  to  Title  Insurance  Policy.  A "run
                down"  endorsement  to the  Title  Insurance  Policy  or  report
                indicating  no change in the  state of title and  containing  no
                survey exceptions not approved by Bank, which endorsement shall,
                expressly  or by  virtue  of a  proper  "pending  disbursements"
                clause or  endorsement  in the policy,  increase the coverage of
                the policy to the  aggregate  amount of all proceeds of the Loan
                advanced on or before the effective date of such endorsement;

                       (3)    Current  Survey.  An updated survey if required by
                the Bank;

                       (4)    Certificates.  Certificates  from  Company and the
                Construction  Inspector  to the  effect  that in their  opinion,
                based  upon  on-site   observations   and   submissions  by  the
                Contractor, the construction of the Facility and installation of
                the  Equipment in the Facility to the date thereof was performed
                in a good and  workmanlike  manner  and in  accordance  with the
                Plans and  Specifications,  stating the estimated  total cost of
                construction  of the Facility and  installation of the Equipment
                in  the  Facility,   stating  the  percentage  of  the  in-place
                construction  of the Facility and  installation of the Equipment
                in the  Facility and stating  that the  remaining  non-disbursed
                portion  of the Bond  proceeds  allocated  for such  purpose  is
                adequate to complete the construction of the Project Facility;

                       (5)    Contracts.   Evidence  that  one  hundred  percent
                (100%) of the cost of the remaining construction work is covered
                by firm contracts or  subcontracts,  or orders for the supplying
                of materials, with contractors,  subcontractors,  materialmen or
                suppliers satisfactory to Bank.

                (f)    Other  Documents.  Such  other  documents,  opinions  and
         certificates as Bank or its counsel may reasonably require.

         6.3    Conditions of Final  Advance.  In addition to the conditions set
forth in  Paragraph  6.2  above,  Bank's  obligation  to advance  sums  retained
pursuant to this Agreement shall be subject to receipt by Bank of the following:

                (a)    Approval of  Facility.  Evidence  of the  approval by all
         appropriate  Governmental Authority of the Facility in its entirety for
         permanent  occupancy  to the extent any such  approval  is or will be a
         condition  of lawful use and  occupancy  of the Project  Facility,  and
         evidence of approval by all appropriate  Governmental  Authority of the
         contemplated uses thereof.

                (b)    Approval by Construction Inspector. Notification from the
         Construction  Inspector  to the  effect  that the  construction  of the
         Facility and  installation  of the Equipment  have been  completed in a
         good  and   workmanlike   manner  in  accordance  with  the  Plans  and
         Specifications.


                                       19

<PAGE>

                (c)    Final Survey.  A final survey  acceptable to Bank showing
         the as-built location of the completed Project Facility.

                (d)    Payment of Costs.  Evidence satisfactory to Bank that all
         sums due in connection  with the  construction  of the Facility and the
         acquisition and installation of the Equipment therein have been paid in
         full (or will be paid out of the funds  requested to be  advanced)  and
         that no party  claims or has a right to claim any  statutory  or common
         law  lien  arising  out  of  the  construction  of  the  Facility,  the
         acquisition  and  installation  of the  Equipment  or the  supplying of
         labor, material, and/or services in connection therewith.


                                    ARTICLE 7

                     METHOD OF DISBURSEMENT OF LOAN PROCEEDS

         Bank  agrees to consent to  Advances  requisitioned  of the  Trustee in
accordance with the Construction Budget and subject to the following procedures:

         7.1    Request  for  Disbursement  to be  Submitted.  At  such  time as
Company shall desire an Advance,  Company  shall  complete and execute a Request
for  Disbursement for presentation to the Bank for its consent prior to delivery
to the Trustee. Each Request for Disbursement shall be accompanied by:

                (a)    if the Request for  Disbursement  includes  amounts to be
         paid to the Contractor  under the  Construction  Contract,  it shall be
         accompanied by a completed and itemized Application and Certificate for
         Payment  (AIA  Document  No.  G702) or similar  form  approved by Bank,
         containing  the   certification  of  Contractor  and  the  Construction
         Inspector as to the accuracy of same,  together with invoices  relating
         to all items of direct cost covered thereby.  All such applications for
         payment  shall show all  subcontractors  by name and  trade,  the total
         amount  of  each  subcontract,  the  amount  theretofore  paid  to each
         subcontractor as of the date of such application,  and the amount to be
         paid from the proceeds of the Advance to each subcontractor;

                (b)    if the Request for  Disbursement  includes  payments  for
         Indirect  Costs,  it shall be  accompanied  by a completed and itemized
         Indirect Cost statement executed by Company, together with invoices for
         all items of Indirect Costs covered thereby;

                (c)    subject  to the  provisions  of  Section  5.8  hereof and
         except with respect to Permitted  Liens,  written lien waivers from the
         Contractor and such laborers,  subcontractors  and materialmen for work
         done and materials supplied by them which were paid for pursuant to any
         prior Request for Disbursement;


                                       20

<PAGE>

                (d)    a written request of Company for any necessary changes in
         the Plans and Specifications or the Construction Budget;

                (e)    copies of all change orders and subcontracts, and, to the
         extent  requested by Bank, of all  inspection or test reports and other
         documents  relating to the  construction of the Project  Facility,  not
         previously delivered to Bank; and

                (f)    such other  information,  documentation and certification
         as Bank shall reasonably request.

         7.2    Notice and  Frequency of Advances;  Retainage.  Each Request for
Disbursement  shall be  submitted  to the Bank for its consent at least five (5)
business days prior to the date of submission of the Request for Disbursement to
the Trustee,  and no more frequently than twice per month, based on the value of
the work (including the value of architectural  and engineering work) completed,
less the holdback (the "Retainage") provided for at Section 5.6 herein,  pending
issuance of certificates of occupancy and such evidence of lien-free  completion
of construction as the Bank may reasonably require.

         7.3    Funds Advanced.  The Company irrevocably  authorizes the Trustee
to make an Advance from the Project Fund for any sums  requisitioned  under this
Agreement in accordance with the Indenture.

         7.4    Advances Do Not Constitute a Waiver. No Advance shall constitute
a waiver of any of the conditions of Bank's  obligation to make further Advances
nor,  in the event  Company is unable to satisfy any such  condition,  shall any
Advance  have the  effect of  precluding  Bank from  thereafter  declaring  such
inability to be an Event of Default hereunder.

         7.5    Trust Fund Provisions.  All proceeds advanced hereunder shall be
subject  to the  trust  fund  provisions  of  Section  13 of the Lien  Law.  The
affidavit  attached  hereto as Exhibit C is made  pursuant to and in  compliance
with  Section 22 of the Lien Law,  and, if so  indicated  in said  affidavit,  a
portion of the Loan Amount will be used, in part, for reimbursement for payments
made by the Company prior to the initial Advance hereunder but subsequent to the
commencement  of the  construction  and  equipping  of the  Facility  for  items
constituting Costs of Improvement.


                                    ARTICLE 8

                               EVENTS OF DEFAULTS

         The occurrence of any one or more of the following conditions or events
(each an "Event of Default") shall constitute a default under and breach of this
Agreement:


                                       21

<PAGE>

                (a)    any failure by Company to pay as and when due and payable
         after the  giving of any  required  notice  and the  expiration  of any
         applicable  grace period,  any interest on or principal of or other sum
         payable  under the  Installment  Sale  Agreement  or the  Reimbursement
         Agreement; or

                (b)    any failure by Company to pay as and when due and payable
         any other sums to be paid by Company to Bank under this  Agreement  and
         continuance of such failure for a period of five (5) days after written
         notice thereof from Bank; or

                (c)    title   to   the   Project   Facility   is   or   becomes
         unsatisfactory to Bank, in its reasonable discretion,  by reason of any
         lien,  charge,  encumbrance,  title  condition or exception  (including
         without limitation, any mechanic's,  materialman's or similar statutory
         or common law lien or notice thereof) other than Permitted  Liens,  and
         such matter causing title to be or become  unsatisfactory  is not cured
         or removed  (including by bonding) within twenty (20) days after notice
         thereof from Bank to Company; or

                (d)    any refusal by the Title Insurer to insure any Advance as
         being  secured by the  Mortgage  as a valid  first lien on the  Project
         Facility  and  continuance  of such refusal for a period of twenty (20)
         days after notice thereof by Bank to Company; or

                (e)    the Project  Facility is not completed by the  Completion
         Date or, in the  reasonable  estimation  of Bank,  construction  of the
         Project Facility will not be completed by the Completion Date; or

                (f)    the Project Facility or any portion thereof is injured by
         fire,  explosion,  accident,  flood or other casualty,  unless proceeds
         available  for  restoration  and held by the  Trustee  pursuant  to the
         Indenture  are  sufficient,  in the  reasonable  estimation of Bank, to
         effect the  satisfactory  restoration  of the Project  Facility  and to
         permit the completion of the Facility prior to the Completion Date; or

                (g)    the Project Facility is subject to any  Condemnation,  or
         the  Project  Facility  or  any  portion  thereof  is  subject  to  any
         Condemnation which will prevent, in the reasonable  estimation of Bank,
         the completion of the Project Facility prior to the Completion Date; or

                (h)    any  voucher or invoice  is  submitted  at any time which
         Company  knows has not been earned by the payee for services  performed
         or for materials used in or furnished for the Project Facility; or

                (i)    any cessation at any time in construction of the Facility
         for more than twenty (20) consecutive days except for strikes,  acts of
         God, fire or other casualty,  or other causes entirely beyond Company's
         control; or


                                       22

<PAGE>

                (j)    any  failure by Company  to duly  observe or perform  any
         term,  covenant,  condition or agreement  requiring Company to maintain
         insurance or to comply with the terms of the Financing  Documents after
         the giving of any required  notice and the expiration of any applicable
         cure period; or

                (k)    Company  requests a termination of the Loan, or confesses
         inability to continue or complete  construction of the Project Facility
         in accordance with this Agreement; or

                (l)    the  Guarantor  denies  that  it  has  any  liability  or
         obligation  under  the  Guaranty  or any other  agreement  to which the
         Guarantor is a party, or shall notify Bank of the Guarantor's intention
         to attempt to cancel or terminate  the Guaranty or any other  agreement
         to which the Guarantor is a party; or

                (m)    any  representation or warranty made or deemed to be made
         by or on behalf of Company or the Guarantor in this Agreement or in any
         other  Financing  Document,  or in any report,  certificate,  financial
         statement,  Request for Disbursement or other  instrument  furnished in
         connection  with this  Agreement,  any  Advance or any other  Financing
         Document,  shall prove to have been false or  incorrect in any material
         respect as at the date of which made or deemed to be made; or

                (n)    any   dissolution,   termination,   partial  or  complete
         liquidation,  merger or consolidation of Company, or the Guarantor,  or
         any sale,  transfer or other disposition of all or substantially all of
         the  assets of  Company  or the  Guarantor,  other  than with the prior
         approval of Bank; or

                (o)    any suit or proceeding  shall be filed  against  Company,
         the Guarantor or the Project  Facility which, if adversely  determined,
         would have a materially adverse effect on the ability of Company or the
         Guarantor to perform each and every one of their respective obligations
         under and by virtue of the Financing Documents; or

                (p)    any  failure  by  Company  to  obtain  any   Governmental
         Approvals,  or the revocation or other invalidation of any Governmental
         Approvals previously issued; or

                (q)    any  change  in the  legal  or  beneficial  ownership  of
         Company, other than with the prior approval of Bank; or

                (r)    any one or  more of the  obligations  of  Company  or the
         Guarantor  under the Financing  Documents shall at any time and for any
         reason  cease to be in full force and effect  and which  shall,  in the
         reasonable  estimation  of the Bank,  materially  adversely  affect the
         value of the  Project  Facility  or the  ability of the  Company or the
         Guarantor to perform their respective  obligations  under the Financing
         Documents; or


                                       23

<PAGE>

                (s)    any  default in the payment of money shall occur under or
         in respect of any loan agreement,  credit  agreement,  promissory note,
         bond, trust deed,  indenture,  mortgage,  pledge,  security  agreement,
         indemnity or guaranty  representing an obligation in excess of $100,000
         to which Company or the  Guarantor is a party  (whether as principal or
         guarantor or other surety), or any other default shall occur thereunder
         which would entitle the holder  thereof to declare all amounts  payable
         with respect thereto to be immediately due and payable; or

                (t)    If Company or the Guarantor  (i) is  adjudicated a debtor
         or insolvent, or ceases, is unable, or admits in writing its inability,
         to pay its debts as they mature, or makes an assignment for the benefit
         of creditors,  (ii) applies for, or consents to, the appointment of any
         receiver,  trustee,  or  similar  officer  for  it or  for  all  or any
         substantial  part of its property,  or any such receiver,  trustee,  or
         similar officer is appointed  without the application or consent of the
         Company,  or the Guarantor,  as the case may be, (iii)  institutes,  or
         consents to the institution of, by petition, application, or otherwise,
         any  bankruptcy  reorganization,  arrangement,  readjustment  of  debt,
         dissolution,  liquidation,  or similar proceeding  relating to it under
         the laws of any jurisdiction,  (iv) has any such proceeding  instituted
         against it which remains  thereafter  undismissed for a period of sixty
         (60) days or (v) has any  judgment,  writ,  warrant  of  attachment  or
         execution or similar  process  issued or levied  against a  substantial
         part of its property of the Company or the Guarantor and such judgment,
         writ,  or similar  process is not  released,  vacated,  or fully bonded
         within sixty (60) days after its issue or levy.

                (u)    any  failure by Company  to duly  observe or perform  any
         other term,  covenant,  condition or agreement under this Agreement and
         continuance  of such  failure  for a period of thirty  (30) days  after
         written  notice  thereof  from Bank;  provided,  however,  that if such
         failure is not  susceptible  of cure during such thirty (30) day period
         (but is  susceptible  of  cure)  and  Company  promptly  commences  and
         diligently  pursues  cure of such  failure  during such thirty (30) day
         period,  then such  thirty  (30) day period  shall be  extended  for an
         additional consecutive period of sixty (60) days; or

                (v)    any "default" or "event of default," as expressly defined
         under  any  of  the  other  Financing  Documents  shall  occur  and  be
         continuing.


                                    ARTICLE 9

                           RIGHTS AND REMEDIES OF BANK

         9.1    Remedies.  Upon the occurrence and prior to the curing or waiver
of any Event of Default,  Bank may at any time,  at its option,  exercise any or
all of the following rights and remedies:


                                       24

<PAGE>

                (a)    The Bank  may,  in its sole  discretion,  deliver  to the
         Trustee,  with a copy to the  Issuer  and the  Company,  notice of such
         occurrence  and upon  compliance  with Section ______ of the Indenture,
         direct the Trustee to redeem the Bonds; and

                (b)    The Bank may,  in its sole  discretion,  by notice to the
         Trustee,  the Issuer and the Company,  declare all unpaid  principal of
         and  accrued   interest  due  in  accordance  with  the   Reimbursement
         Agreement,  together  with all other sums payable  under the  Financing
         Documents,  to be  immediately  due and payable,  whereupon  same shall
         become  and  be   immediately   due  and   payable,   anything  in  the
         Reimbursement  Agreement or other  Financing  Documents to the contrary
         notwithstanding, and without presentation, protest or further demand or
         notice of any kind,  all of which are  expressly  hereby  waived by the
         Company; provided however, that the Bank may consent to Advances by the
         Trustee  thereafter without thereby waiving the right to demand payment
         of the sums owing  under the  Reimbursement  Agreement,  without  being
         obligated  to  consent to any other or further  Advances,  and  without
         affecting  the  validity  of or  enforceability  of  the  Reimbursement
         Agreement or other Bond Documents. Notwithstanding and without limiting
         the  generality of the  foregoing,  upon the  occurrence of an Event of
         Default  under  paragraph  (t) of  Article  8, all  obligations  of the
         Trustee to make Advances automatically shall so terminate.

                (c)    At the  discretion  of the  Bank  and  on  behalf  of the
         Trustee  (but in its own behalf in the event that the Trustee has drawn
         upon the Letter of Credit in accordance with the  Indenture),  the Bank
         may cause the Project  Facility to be completed  and may enter upon the
         Land  and  construct,  equip  and  complete  the  Project  Facility  in
         accordance with the Plans and Specifications, with such changes therein
         as the Bank may, from time to time,  and in its sole  discretion,  deem
         appropriate.  In  connection  with  any  construction  of  the  Project
         Facility  undertaken  by  Bank  pursuant  to  the  provisions  of  this
         subparagraph, Bank may:

                       (1)    use any funds of  Company,  including  any balance
                which  may be held by Bank as  security  or in  escrow,  and any
                funds remaining unadvanced under the Project Fund;

                       (2)    employ   existing   contractors,   subcontractors,
                agents,  architects,  engineers,  and the like, or terminate the
                same and employ others;

                       (3)    employ  security  watchmen  to protect the Project
                Facility;

                       (4)    make such  additions,  changes and  corrections in
                the Plans and  Specifications as shall, in the judgment of Bank,
                be necessary or desirable;

                       (5)    take over and use any and all Equipment contracted
                for or purchased by Company,  if appropriate,  or dispose of the
                same as Bank sees fit;


                                       25

<PAGE>

                       (6)    execute  all   applications  and  certificates  on
                behalf of  Company  which may be  required  by any  Governmental
                Authority or Requirement or contract documents or agreements;

                       (7)    pay,  settle or compromise  all existing or future
                bills and claims  which are or may be liens  against the Project
                Facility,  or may be necessary for the completion of the Project
                Facility or the clearance of title to the Project Facility;

                       (8)    enter into leases and  occupancy  agreements,  and
                modify or amend existing leases and occupancy agreements, all as
                Bank shall deem to be necessary or desirable;

                       (9)    prosecute  and defend all actions and  proceedings
                in connection  with the  construction  of the Facility or in any
                other way  affecting  the Land or the Project  Facility and take
                such action and require such performance as Bank deems necessary
                under any Payment and Performance Bonds; and

                       (10)   take such action hereunder, or refrain from acting
                hereunder,  as Bank may,  in its sole and  absolute  discretion,
                from  time  to  time  determine,   and  without  any  limitation
                whatsoever,  to  carry  out the  intent  of  this  subparagraph.
                Company  shall be liable to Bank for all costs paid or  incurred
                for the  construction,  completion  and equipping of the Project
                Facility, whether the same shall be paid or incurred pursuant to
                the  provisions  of  this  subparagraph  or  otherwise,  and all
                payments made or  liabilities  incurred by Bank hereunder of any
                kind  whatsoever  shall be deemed advances made to Company under
                this  Agreement  and shall be  secured by the  Mortgage  and the
                other Financing Documents.

                       To the extent that any costs so paid or incurred by Bank,
                together with all other Advances made by Bank hereunder,  exceed
                the Loan  Amount,  such excess costs shall be paid by Company to
                Bank on demand,  with  interest  thereon at the Default Rate set
                forth in the  Reimbursement  Agreement,  until paid; and Company
                shall  execute  such notes or  amendments  to the  Reimbursement
                Agreement  as may be  requested  by Bank to  evidence  Company's
                obligation  to pay such  excess  costs and until  such  notes or
                amendments are so executed by Company,  Company's  obligation to
                pay such excess  costs shall be deemed to be  evidenced  by this
                Agreement  and the  Reimbursement  Agreement.  In the event Bank
                takes  possession of the Project Facility and assumes control of
                such  construction  as  aforesaid,  it shall not be obligated to
                continue such construction  longer than it shall see fit and may
                thereafter,  at any time, change any course of action undertaken
                by it or abandon such  construction  and decline to make further
                payments  for the account of Company  whether or not the Project
                Facility  shall  have been  completed.  For the  purpose of this
                subparagraph, the construction,  equipping and completion of the
                Project Facility shall be deemed to include any action necessary
                to cure any Event of Default  by Company  under any of the terms
                and provisions of any of the Financing Documents.


                                       26

<PAGE>

                (d)    Bank may to the extent  permitted by  applicable  law, at
         any time and from time to time,  without  notice (any such notice being
         expressly  waived),  without regard to the adequacy of any  collateral,
         set off and apply any and all deposits  (general or  specific,  time or
         demand, provisional or final, regardless of currency,  maturity, or the
         branch of Bank where the  deposits  are held) at any time held or other
         sums  credited  by or due  from  Bank to  Company  against  any and all
         liabilities,  direct or  indirect,  absolute or  contingent,  due or to
         become due, now existing or hereafter arising of Company to Bank.

                (e)    Bank may  exercise  any or all of the rights and remedies
         set  forth  in the  Reimbursement  Agreement  and the  other  Financing
         Documents.

         9.2    Remedies Not in Conflict with the Indenture. In addition, and to
the  extent  not in  conflict  with the  Indenture,  the  Company  agrees to the
following:

                (a)    Power of  Attorney.  For the purposes of carrying out the
         provisions and exercising the rights,  powers and privileges granted by
         or  referred  to  in  this   Agreement,   Company  hereby   irrevocably
         constitutes and appoints Bank,  upon and during the  continuation of an
         Event of Default, its true and lawful attorney-in-fact, with full power
         of  substitution,  to execute,  acknowledge and deliver any instruments
         and do and perform any acts which are referred to in this Agreement, in
         the  name  and  on  behalf  of  Company.   The  power  vested  in  such
         attorney-in-fact  is,  and  shall  be  deemed  to be,  coupled  with an
         interest and irrevocable.

                (b)    Remedies Cumulative.  Upon the occurrence of any Event of
         Default,  the rights,  powers and privileges provided in this Article 9
         and all other  remedies  available  to Bank under this  Agreement,  the
         Reimbursement  Agreement or under any of the other Financing  Documents
         or at law or in equity  may be  exercised  by Bank at any time and from
         time to time and shall not  constitute  a waiver of any of Bank's other
         rights or remedies thereunder, whether or not the Loan shall be due and
         payable,  and whether or not Bank shall have instituted any foreclosure
         proceedings or other action for the enforcement of its rights under the
         Financing Documents.

                (c)    Annulment of Defaults.  An Event of Default  shall not be
         deemed  to be in  existence  for any  purpose  of this  Agreement,  the
         Reimbursement  Agreement or any  Financing  Document if Bank shall have
         waived  such Event of  Default  in writing or stated  that the same has
         been cured to its  reasonable  satisfaction,  but no such waiver  shall
         extend to or affect  any  subsequent  Event of Default or impair any of
         the rights of Bank upon the occurrence thereof.

                (d)    Waivers.   Company   hereby  waives  to  the  extent  not
         prohibited by applicable law (a) all presentments,  demands for payment
         or  performance,  notices  of  nonperformance  (except  to  the  extent
         required by the provisions hereof or of any other Financing Documents),
         protests and notices of dishonor,  (b) any  requirement of diligence or
         promptness  on Bank's  part in the  enforcement  of its rights (but not
         fulfillment of its obligations)  under the provisions of this Agreement
         or any other Financing  Document,  and (c) any and all notices of every
         kind and  description  which may be required to be given by any statute
         or rule of law and

                                       27

<PAGE>

         any defense of any kind which  Company may now or  hereafter  have with
         respect  to its  liability  under  this  Agreement,  the  Reimbursement
         Agreement or under any other Financing Document.

                (e)    Course of  Dealing,  Etc.  No course of  dealing  between
         Company  and Bank  shall  operate  as a waiver of any of Bank's  rights
         under this Agreement or any Financing Document. No delay or omission on
         Bank's  part in  exercising  any  right  under  this  Agreement  or any
         Financing Document shall operate as a waiver of such right or any other
         right hereunder. A waiver on any one occasion shall not be construed as
         a bar to or waiver of any right or  remedy on any  future  occasion  No
         waiver or consent  shall be binding  upon Bank  unless it is in writing
         and  signed by Bank.  The  making of an  Advance  hereunder  during the
         existence of an Event of Default shall not constitute a waiver thereof.


                                   ARTICLE 10

                               GENERAL CONDITIONS

         The following  conditions  shall be applicable  throughout  the term of
this Agreement:

         10.1   Rights of Third Parties.  All  conditions of the  obligations of
Bank  hereunder,  including the  obligation to consent to Advances,  are imposed
solely and  exclusively  for the benefit of Bank and its  successors and assigns
and no  other  person  shall  have  standing  to  require  satisfaction  of such
conditions  in  accordance  with their  terms or be entitled to assume that Bank
will make Advances in the absence of strict  compliance  with any or all thereof
and  no  other  person  shall,  under  any  circumstances,  be  deemed  to  be a
beneficiary  of such  conditions,  any and all of which may be freely  waived in
whole  or in part by Bank at any  time if in its  sole  discretion  it  deems it
desirable to do so. In particular,  Bank makes no representations and assumes no
obligations as to third parties  concerning the quality of the  construction  by
Company of the Project  Facility or the absence  therefrom  of defects.  In this
connection Company agrees to and shall indemnify Bank from any liability, claims
or losses  resulting from the  disbursement of Advances or from the condition of
the Project Facility whether related to the quality of construction or otherwise
and whether arising during or after the term of the Loan made by Bank to Company
in connection herewith.  This provision shall survive the repayment of the Bonds
and any sums due to the Bank under the Financing Documents and shall continue in
full force and effect so long as the  possibility of such  liability,  claims or
losses exists.

         10.2   Limitation  on Issuer  Liability;  Indemnity.  No  provision  or
covenant  contained  in this  Agreement or any  obligation  herein or the breach
thereof shall  constitute or give rise to pecuniary or other liability or charge
upon the Issuer, its members,  officers,  employees or agents. The Company shall
indemnify the Issuer against all claims, demands, expenses and liabilities under
this  Agreement  in  accordance  with the  provisions  of the  Installment  Sale
Agreement.


                                       28

<PAGE>

         10.3   Relationship.  The  relationship  between  Bank and  Company  is
solely that of a lender and borrower,  and nothing contained herein or in any of
the other  Financing  Documents  shall in any manner be  construed as making the
parties hereto partners,  joint venturers or any other  relationship  other than
lender and borrower.

         10.4   Evidence of  Satisfaction  of Conditions.  Any condition of this
Agreement  which  requires  the  submission  of  evidence  of the  existence  or
non-existence  of a specified fact or facts implies as a condition the existence
or  non-existence,  as the case may be, of such fact of facts and Bank shall, at
all times, be free  independently  to establish to its  satisfaction  and in its
absolute discretion such existence or non-existence.

         10.5   Notices. Any notices required or permitted to be given hereunder
shall be: (i)  personally  delivered  or (ii) given by  registered  or certified
mail, postage prepaid, return receipt requested, or (iii) forwarded by overnight
courier  service,  in each instance  addressed to the addresses set forth at the
head  of  this  Agreement,  or  such  other  addresses  as the  parties  may for
themselves  designate in writing as provided herein for the purpose of receiving
notices  hereunder.  All notices  shall be in writing and shall be deemed given,
(i) in the case of notice by personal  delivery,  upon actual delivery,  (ii) in
the case of mail  service,  four (4) days  after  deposit  with the U.S.  Postal
Service,  or (iii) in the case of overnight  courier,  the day after delivery to
the courier  service.  A duplicate  copy of each  notice,  certificate  or other
communication  given  hereunder  by (1) the Company or the Issuer  shall also be
given to the Trustee,  and (2) the Company,  Issuer or the Trustee shall also be
given to the Bank.

         10.6   Assignment.  Company may not assign this Agreement or any of its
rights or obligations hereunder without the prior approval of Bank.

         10.7   Successors  and Assigns  Included  in Parties.  Whenever in this
Agreement  one of the parties  hereto is named or referred to, the heirs,  legal
representatives,  successors  and assigns of such parties  shall be included and
all  covenants  and  agreements  contained in this  Agreement by or on behalf of
Company or by or on behalf of Bank shall bind and inure to the  benefit of their
respective  heirs,  legal  representatives,  successors and assigns,  whether so
expressed or not.

         10.8   Headings.   The  headings  of  the  Articles,   Paragraphs   and
subparagraphs  of this Agreement are for the  convenience of reference only, are
not to be  considered a part hereof and shall not limit or otherwise  affect any
of the terms hereof.

         10.9   Invalid  Provisions to Affect No Others.  If  fulfillment of any
provision  hereof or any transaction  related hereto at the time  performance of
such provisions  shall be due, shall involve  transcending the limit of validity
presently  prescribed by law, with regard to  obligations  of like character and
amount,  then ipso facto, the obligation to be fulfilled shall be reduced to the
limit of such validity; and if any clause or provision herein contained operates
or would prospectively operate to invalidate this Agreement in whole or in part,
then such clause or

                                       29

<PAGE>

provision only shall be held for naught, as though not herein contained, and the
remainder of this Agreement shall remain operative and in full force and effect.

         10.10  Number and Gender.  Whenever the singular or plural  number,  or
the  masculine,  feminine  or neuter  gender is used  herein,  it shall  equally
include the other.

         10.11  Governing Law. This Agreement shall be governed by and construed
in accordance with laws of the State of New York.

         10.12  Consent  to   Jurisdiction.   Company  hereby   irrevocably  and
unconditionally  (a) submits to personal  jurisdiction  in the State of New York
over  any  suit,  action  or  proceeding  arising  out of or  relating  to  this
Agreement,  and (b) waives  any and all  personal  rights  under the laws of any
state  (i) to the  right,  if any,  to  trial  by  jury,  or (ii) to  object  to
jurisdiction  within  the  State of New York or  venue in any  particular  forum
within the State of New York. Nothing contained herein,  however,  shall prevent
Bank from  bringing any suit,  action or  proceeding  or  exercising  any rights
against any security and against  Company,  and against any property of Company,
in any other state.  Initiating  such suit,  action or proceeding or taking such
action  in any state  shall in no event  constitute  a waiver  of the  agreement
contained  herein that the laws of the State of New York shall govern the rights
and  obligations  of Company  and Bank  hereunder  or the  submission  herein by
Company to personal jurisdiction within the State of New York.

         10.13  Amendments.  Neither this Agreement nor any provision hereof may
be changed,  waived,  discharged or terminated orally, but only by instrument in
writing  signed by the party  against whom  enforcement  of the change,  waiver,
discharge or termination is sought.

         10.14  No  Recourse;   Special  Obligation.  (a)  The  obligations  and
agreements of the Issuer,  if any,  contained  herein and in the other Financing
Documents and any other instrument or document executed in connection  therewith
or  herewith,  and any other  instrument  or  document  supplemental  thereto or
hereto, shall be deemed the obligations and agreements of the Issuer, and not of
any member, officer, director, agent (other than the Company) or employee of the
Issuer in his individual capacity, and the members, officers,  directors, agents
(other  than the  Company)  and  employees  of the  Issuer  shall  not be liable
personally  hereon  or  thereon  or be  subject  to any  personal  liability  or
accountability  based upon or in respect hereof or thereof or of any transaction
contemplated hereby or thereby.

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

                                       30

<PAGE>

                (c)    No order or decree of specific  performance  with respect
         to any of the  obligations of the Issuer  hereunder  shall be sought or
         enforced  against the Issuer unless (1) the party seeking such order or
         decree  shall  first have  requested  the Issuer in writing to take the
         action sought in such order or decree of specific performance,  and ten
         (10) days shall have elapsed from the date of receipt of such  request,
         and the Issuer  shall have  refused to comply with such request (or, if
         compliance  therewith would  reasonably be expected to take longer than
         ten days,  shall have failed to institute and diligently  pursue action
         to cause  compliance  with such request  within such ten day period) or
         failed to respond within such notice period,  (2) if the Issuer refuses
         to comply with such request and the Issuer's refusal to comply is based
         on its reasonable expectation that it will incur fees and expenses, the
         party seeking such order or decree shall have placed in an account with
         the Issuer an amount or undertaking sufficient to cover such reasonable
         fees and  expenses,  and (3) if the Issuer  refuses to comply with such
         request and the Issuer's  refusal to comply is based on its  reasonable
         expectation that it or any of its members, officers, agents (other than
         the Company) or employees shall be subject to potential liability,  the
         party seeking such order or decree shall (A) agree to indemnify, defend
         and hold  harmless  the Issuer and its  members,  officers,  directors,
         agents  (other than the Company) and  employees  against any  liability
         incurred as a result of its  compliance  with such  demand,  and (B) if
         requested by the Issuer, furnish to the Issuer satisfactory security to
         protect the Issuer and its members, officers,  directors, agents (other
         than the Company) and employees  against all  liability  expected to be
         incurred as a result of compliance  with such  request.  Any failure to
         provide the indemnity  and/or  security  required in this Section 10.14
         shall  not  affect  the full  force and  effect of an Event of  Default
         hereunder.



                                       31

<PAGE>

         IN WITNESS WHEREOF,  the Bank, the Company and the Issuer have executed
this Agreement as of the date first above written.

                                      SPURLOCK ADHESIVES, INC.


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

                                      KEYBANK NATIONAL ASSOCIATION


                                      By: /s/ Richard Van Auken
                                          --------------------------------------
                                          Richard Van Auken, Senior Banker


                                      COUNTY OF SARATOGA INDUSTRIAL
                                      DEVELOPMENT AGENCY


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



                                       32

<PAGE>


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

         On the 9th day of October,  1997, before me personally appeared Phillip
S. Sumpter,  to me known, who being by me duly sworn, did depose and say that he
resides at 33296 Shingleton  Road,  Waverly,  Virginia;  that he is an Executive
Vice President of SPURLOCK  ADHESIVES,  INC., the  corporation  described in and
which executed the 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 - State of New York
                                            My Commission Expires:

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


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

         On this 9th day of October, 1997, before me personally came Richard Van
Auken,  to me known,  who being by me duly  sworn,  did  depose  and say that he
resides in Brunswick,  New York; that he is a Senior Banker of KEYBANK  NATIONAL
ASSOCIATION,  the national banking association  described in, and which executed
the above instrument;  and that he signed his name thereto by order of the Board
of Directors of said association.

                                            /s/ Theresa C. Priest
                                            ------------------------------------
                                            Notary Public - State of New York
                                            My Commission Expires:

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



                                       33

<PAGE>



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

         On this 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, NY; that he is the CHAIRMAN of the COUNTY OF SARATOGA
INDUSTRIAL  DEVELOPMENT AGENCY, the public benefit corporation  described in and
which executed the foregoing instrument;  and that he signed his name thereto by
authority of the members of said public benefit corporation.

                                            /s/ Theresa C. Priest
                                            ------------------------------------
                                            Notary Public - State of New York
                                            My Commission Expires:

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

01294\bldgloan.2

                                       34

<PAGE>



                                    EXHIBIT A

                               Construction Budget



                         COPY AT THE OFFICE OF THE BANK

<PAGE>

                                    EXHIBIT B

                               Description of Land





         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.


<PAGE>



                                    EXHIBIT C

                         LIEN LAW, SECTION 22 AFFIDAVIT


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

         PHILLIP S. SUMPTER, being duly sworn, deposes and says:

         1.     I am the Executive Vice President of Spurlock  Adhesives,  Inc.,
the entity described as the Company in the Building Loan Agreement to which this
Affidavit is annexed.

         2.     The Company and the Bank have  entered  into a certain  Building
Loan Agreement  relating to the construction and equipping of a Facility on Land
which is more  particularly  described in Exhibit B. The Building Loan Agreement
is intended to be filed in the Saratoga County Clerk's Office in accordance with
Section 22 of the Lien Law. All capitalized  terms used herein and not otherwise
defined  shall have the same  meanings  assigned  thereto in the  Building  Loan
Agreement.

         3.     The Bond  proceeds  will be  advanced  by the  Trustee  with the
consent of the Bank in accordance  with the terms of the Building Loan Agreement
and the Indenture (as defined herein).

         4.     The consideration,  if any, paid, or to be paid, for the Loan is
set forth in item 5(a) below.

         5.     All other  expenses  paid or to be paid in  connection  with the
Loan are as follows:

         (a)    Fair  and  reasonable  sums  paid  for  obtaining  the  Loan and
                subsequent financing:

                (i)    Origination or commitment fee for Loan 
                       $60,000

                (ii)   Appraisal fees 
                       $-0-

                (iii)  Construction supervisor fees 
                       $-0-

                (iv)   Fees and disbursements of Bank's counsel 
                       $-0-



<PAGE>



                (v)    Costs  of  title  examination  and  UCC  searches,  title
         insurance premiums and title continuation charges
                       $-0-

                (vi)   Survey costs 
                       $-0-

                (vii)  Recording and filing fees 
                       $-0-

                (viii) Mortgage tax 
                       $-0-

                (ix)   Bond Placement Agent fee

                       $60,000

         Subtotal:     $120,000

         (b)    Architectural, engineering and surveying fees,
                $-0-

         (c)    Construction period interest
                $-0-

         (d)    Insurance premiums during construction of Project Facility 
                $-0-

         (e)    Paid to Bank to repay  sums  previously  loaned  to pay costs of
                construction,
                $1,600,000

         (f)    Payment and Performance Bond premiums
                $-0-

         (g)    Sums paid to take by assignment prior existing mortgages
                $-0-

         (h)    Sums paid to  discharge or reduce the  indebtedness  under prior
                existing mortgages
                $-0-

         (i)    Taxes, assessments and other municipal charges existing prior to
                the commencement of construction of the Project Facility
                $-0-


<PAGE>

         (j)    Taxes,  assessments and other municipal  charges accruing during
                construction of the Project Facility
                $-0-

         (k)    Other, Land Acquisition
                $254,250

                Total   $1,974,250

         Certain of the foregoing amounts are based upon good faith estimates of
costs or expenses not yet incurred and certain  items listed above may cost more
or less than such  estimates.  The Company  reserves the right to use unexpended
amounts from any of said items to defray increases incurred in any other item or
items listed  above so long as the total amount  expended on such items does not
exceed the amount of the Loan.

         6.     That  after  payment  of all the above  fees and  expenses,  the
amount  of money  which  will be  available  to pay for the cost of  making  the
improvements  referred to in the Building Loan  Agreement will be the sum of $ ,
less all monies needed to pay insurance premiums,  interest, taxes, assessments,
water and sewer costs and rent  becoming  due while the  improvements  are being
made.

         7.     All  monies  advanced  by the  Bank  to the  Company  under  the
Agreement  shall be subject to the Trust  Fund  provisions  of Section 13 of the
Lien Law. If an Event of Default occurs during construction of the Facility, the
Bank may refuse to advance  additional  funds and such unadvanced sums would not
be available to the Company to pay the cost of constructing the Facility.

         8.     This  affidavit  is  made  pursuant  to and in  compliance  with
Section 22 of the Lien Law by the Company, as the "borrower" for the purposes of
said Section.

         9.     The  facts  herein  stated  are true to the  best of  deponent's
knowledge.


                                                  /s/ Phillip S. Sumpter
                                                  ------------------------------


Sworn to before me this
9th day of October, 1997.


/s/ Kevin J. Kelley
--------------------------------
NOTARY PUBLIC
STATE OF NEW YORK

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

<PAGE>

                                    EXHIBIT D

                              COMPANY'S REQUISITION


COMPANY:          Spurlock Adhesives, Inc. ("Company")

TRUSTEE:          Star Bank, N.A. ("Trustee")

BANK:             KeyBank National Association ("Bank")

REQUISITION NO.:  ________________

DATE:             ____________________, 1997

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


         Pursuant to the Building Loan  Agreement,  dated as of October 1, 1997,
by and among the Company, the Bank and County of Saratoga Industrial Development
Agency (the  "Agreement"),  Company hereby authorizes and requests an Advance by
the Trustee for the following purpose(s) and in the following amounts:

         Amount                     Purpose(s)                Attributable to

________________________________________________________________________________






Total:            $____________________


         Please disburse such funds in the following manner:



<PAGE>


         IN  CONNECTION  WITH AND IN ORDER TO INDUCE THE  TRUSTEE TO ADVANCE THE
AMOUNT REQUESTED ABOVE, THE COMPANY HEREBY  REPRESENTS,  WARRANTS AND STIPULATES
TO THE TRUSTEE AND THE BANK AS FOLLOWS:

         1.     There is  existing  no  Event  of  Default  (as  defined  in the
Agreement)  and no event which but for the passage of time, the giving of notice
or both would constitute an Event of Default.  The undersigned has duly complied
with and observed all of the terms,  covenants  and  conditions  of each of said
instruments  required to be  performed  by the  undersigned  to the date of this
Requisition,  and  unless  the Bank is  notified  to the  contrary  prior to the
disbursement of the Advance requested above, will be so on the date hereof.

         2.     The  amounts  herein  are  true and  correct  to the best of the
Company's knowledge and after the honoring of this Requisition,  the Loan amount
not yet advanced,  less the retainage  held, if any,  shall be sufficient to pay
for the completion of the costs of construction of the Facility not yet paid.

         3.     All sums  previously  requisitioned  have  been  applied  to the
payment of the costs of construction of the Facility heretofore incurred and the
proceeds of any Advance made in accordance with this Requisition will be applied
to, and solely to, payment of the foregoing items.

         4.     All work has been performed  fully in accordance  with the Plans
and Specifications as defined in the Agreement.

         5.     The Bank has consented to this  requisition  as evidenced by its
execution of the consent appearing below.

                                            SPURLOCK ADHESIVES, INC.


                                            By:_________________________________
                                                     Authorized Officer

Consented to this _____ day
of ________________, 1997

KEYBANK NATIONAL ASSOCIATION


By:___________________________________
         Richard C. Van Auken
         Vice President