Exhibit 10.2

                   EMPLOYMENT AND RETIREMENT BENEFIT AGREEMENT


         THIS EMPLOYMENT AND RETIREMENT  BENEFIT AGREEMENT (this "Agreement") is
made  August 21,  1996,  by and between  SPURLOCK  ADHESIVES,  INC.,  a Virginia
corporation   ("Employer"),   and  HAROLD  N.  SPURLOCK,   a  Virginia  resident
("Employee").

                                    RECITALS:

         A.       Employer is engaged in the business of developing,
manufacturing and marketing specialty  thermosetting resins and formaldehyde for
the forest products, building products and furniture industries.

         B.       Employee is the founder, immediate past Chairman of the Board,
and  immediate  past chief  executive  officer of  Employer.  At the  request of
Employee, the Board of Directors of Employer has relieved Employee of the duties
of such  offices.  Employer  desires to retain the  services  of  Employee as an
employee  for three  additional  years and  desires to employ  Employee  as Vice
President for Product Development.

         C.       In recognition of Employee's service, loyalty, and
capabilities,  and to induce  Employee to continue his employment with Employer,
Employer also desires to provide Employee with certain retirement benefits,  all
pursuant to the terms and conditions set forth herein.

                              TERMS AND CONDITIONS:

         NOW,  THEREFORE,  in consideration of the mutual promises and covenants
contained  in this  Agreement  and other good and  valuable  consideration,  the
parties agree as follows:

         1.       Employment  and  Duties.  Employer  hereby  employs  Employee,
and Employee hereby agrees to serve, as Vice President for Product  Development.
Employee  further  agrees  to serve as a member  of the  Board of  Directors  of
Employer  and as a  member  of the  Board  of  Directors  of  Employer's  parent
corporation  without additional  compensation during the term of this Agreement,
if nominated for either or both such positions and duly elected.  While employed
by Employer,  Employee shall use his best efforts on Employer's behalf and shall
comply with all  policies  and  procedures  adopted by  Employer.  In  addition,
Employee shall perform such other duties  assigned from time to time by Employer
and shall devote such time to Employer's  business as Employer deems reasonable.
Employee  shall not undertake  employment  with any other  employer  without the
express written consent of Employer's chief executive officer.

         2.       Term of Employment. Employee's employment pursuant to this
Agreement  shall  commence on  September  1, 1996 and expire on August 31, 1999,
unless sooner terminated as hereinafter set forth. Thereafter,  employment shall
continue only upon written agreement of Employee and Employer.

         3.       Compensation and Expenses.  For all services rendered by
Employee under this Agreement, Employee shall receive:

<PAGE>


                  (a)      a salary at the rate of $180,000 per year, payable
periodically  in  accordance  with  Employer's  policies.  Such  salary  may  be
increased  from time to time by Employer's  Board of Directors or its authorized
representative;

                  (b)      such additional or special compensation, including
incentive bonuses,  as the Board, in its discretion,  may determine from time to
time; and

                  (c)      reimbursement of expenses in accordance with policies
of Employer in effect from time to time.

         4.       Vacation and Benefits.  Employee  shall be entitled to paid
vacation in accordance with Employer  policies.  In addition,  Employee shall be
entitled to  participate  in all  present or future  benefit  plans  provided by
Employer  to its  employees  and for  which  Employee  may  qualify  or in which
Employee elects to participate.

         5.       Termination.

                  (a)      Employee's  employment  with Employer shall be
terminated  (i) by  reason  of  Employee's  death or  permanent  disability,  as
determined  by a physician  satisfactory  to Employer,  (ii) by Employee upon 30
days  notice in  writing,  or (iii) for cause.  For  purposes  of this  section,
"cause" shall be deemed to exist if, and only if,

                           (i)          Employee willfully refuses to perform
                  services hereunder;

                           (ii)         Employee materially breaches paragraph
                  7, 8 or 9 of this Agreement;

                           (iii)        Employee engages in acts of dishonesty
                  or fraud in connection with his service hereunder; or

                           (iv)         Employee engages in other serious
                  misconduct of such a nature that the  continued  employment of
                  Employee may reasonably  be expected to  adversely  affect the
                  business of  Employer.

                  (b)      If  Employee's  employment  with Employer  terminates
for cause, or due to death, permanent disability, or voluntary termination,  any
portion of his fixed  salary,  pursuant  to  paragraph  3(a) which is earned but
unpaid as of the date of such  termination,  shall be paid to Employee or to his
designated beneficiary in the event of death.

         6.       Retirement  Benefit.  The parties  acknowledge  that  Employee
has  provided  more  than 24 years of  faithful  service  to  Employer  and that
Employee  is not  eligible  to  receive  any  qualified  or other  non-qualified
retirement  benefits from Employer.  Upon Employee's  retirement from employment
with the Employer at or after  August 31, 1999 or death or permanent  disability
prior to such date, Employer shall for five (5) years pay to Employee, or in the
event of Employee's death, Daphne R. Spurlock,  his wife, if she survives him, a
retirement benefit equal to $150,000 per year. The payment of such benefit shall
commence promptly after Employee's retirement, death or disability, and shall be
made in such installments as the parties shall mutually determine. Payment shall
cease upon the death of both Employee and Daphne R. Spurlock.  Neither  Employee
nor Daphne R.  Spurlock  shall be entitled to any  retirement  or death  benefit


<PAGE>

hereunder in the event  Employee  voluntarily  terminates  his  employment  with
Employer  prior to August 31, 1999 without  "good  reason." Good reason shall be
deemed to exist if, and only if:

                  (a)      Employer  fails to timely pay the  amounts or provide
the  benefits to which  Employee is entitled  hereunder,  other than an isolated
failure not  occurring  in bad faith and which is remedied  within 15 days after
receipt of written  notice  thereof  given by  Employee,  or any other  material
violation  by  Employer  of the terms of this  Agreement  which is not  remedied
within 30 days of written notice;

                  (b)      the   assignment   to  Employee by Employer of duties
materially  inconsistent  with and  inferior  to  Employee's  position,  duties,
responsibilities  and  status  as  a  Vice  President  of  Employer,  except  in
connection with the termination of Employee's employment for Cause; or

                  (c)      the transfer of  Employee's  place of  employment
further than 30 miles beyond the city limits of  Petersburg,  Virginia,  without
his prior consent.

         7.       Trade Secrets and Confidential Information.  During the term
of this  Agreement,  Employee  will  continue  to have  access to various  trade
secrets and confidential  information of Employer.  Employee  acknowledges  that
such confidential  information and trade secrets are owned and shall continue to
be owned solely by Employer.  During the term of his employment and for five (5)
years  after  such  employment  terminates,  Employee  agrees  not to  use  such
information  for any purpose  whatsoever or to divulge such  information  to any
person  other than  Employer or persons to whom  Employer  has given its written
consent  unless  Employee is compelled to disclose it by  governmental  or legal
process or by any provision of law or court order. In the event that Employee is
compelled to divulge  such  information  as described in the previous  sentence,
Employee  shall give  Employer at least five (5) days  written  notice  prior to
divulging the information, unless such notification is prohibited by law.

         8.       Documents.  Under  no  circumstances  shall  Employee  remove
from  Employer's  office  with  intention  to retain  any of  Employer's  books,
records, documents, or customer lists, or any copies of such documents,  without
the written  permission of Employer;  nor shall Employee make any copies of such
books,  records,  documents,  or customer lists for use and retention outside of
Employer's office except as specifically authorized in writing by Employer.

         9.       Non-Competition.  Employee  agrees that during his employment
with Employer and for as long as he is receiving  retirement  benefits,  he will
not directly or  indirectly,  either as  principal,  agent,  manager,  employee,
partner,  shareholder,   director,  officer,  consultant  or  otherwise,  become
associated with, employed by, or otherwise interested in, whether financially or
in any other capacity,  any business  operation directly competing with Employer
in any state east of the Mississippi  River. This restriction shall not preclude
Employee from becoming the holder of any publicly traded stock provided Employee
does not acquire stock interest in excess of one percent (1%).

         10.      Non-solicitation.  Employee agrees that for a period of twelve
(12) months after his employment has terminated for any reason:

                  (a)      Employee will not directly or  indirectly  solicit or
sell any of the  products or services  sold by Employer to any person,  company,
firm, or corporation or entity who is or was a customer of Employer  within five
years prior to the termination of Employee's employment; and

<PAGE>


                  (b)      Employee will not solicit such customers on behalf of
himself or any other person, firm, company, or corporation.

         11.      Ability to Earn Livelihood.  Employee further acknowledges
that (i) in the event his employment with Employer terminates for any reason, he
will be able to earn a livelihood without violating the foregoing  restrictions;
and  (ii)  that  his  ability  to  earn  a  livelihood  without  violating  such
restrictions is a material condition to his employment with Employer.

         12.      Remedies.  Employee  acknowledges that (i) compliance with
Sections 7, 8, 9, and 10 is necessary  to protect the business and  good-will of
Employer and (ii) a breach of those sections will  irreparably  and  continually
damage  Employer,  for which money damages may not be adequate.  Therefore,  the
parties  agree that in the event of such  breach,  Employer may seek any and all
legal or  equitable  relief  available  to it,  specifically  including  but not
limited to  injunctive  relief,  without  the  necessity  of bond,  and may hold
Employee liable for all damages,  including  actual and  consequential  damages,
costs and  expenses,  as well as legal  costs  and  reasonable  attorneys'  fees
incurred by Employer as a result of such breach.

         13.      Duration of Injunction.  If Employee  violates any of the
terms of  Sections 7, 8, 9, or 10 and  Employer  consequently  seeks  injunctive
relief from a court,  such  injunctive  relief may be applied  prospectively  to
include the duration of the covenant  unexpired at the time of the first breach,
notwithstanding  that the  covenant  may have  otherwise  expired  at the time a
lawsuit is filed and/or at the time relief is granted.

         14.      Judicial Modification;  Severability. The parties have
attempted to limit  Employee's  right to compete only to the extent necessary to
protect Employer from unfair competition.  The parties recognize,  however, that
reasonable people may differ in making such a determination.  Consequently,  the
parties  hereby  agree that,  if the scope or  enforceability  of a  restrictive
covenant  set forth in Section 7, 8, 9 or 10 is in any way disputed at any time,
a court or  other  trier  of fact  may  modify  and  reform  such  provision  to
substitute such other terms as are reasonable to protect  Employer's  legitimate
business  interests.  If any  provision,  paragraph,  or  subparagraph  of  this
Agreement  is adjudged by any court to be void or  unenforceable  in whole or in
part, such  adjudication  shall not affect the validity of the remainder of this
Agreement,  including any other  provision,  paragraph,  or  subparagraph.  Each
provision, paragraph, and subparagraph of this Agreement is separable from every
other provision,  paragraph,  and  subparagraph,  and constitutes a separate and
distinct covenant.

         15.      Waiver of Rights. If in one or more instances either party
fails  to  insist  that  the  other  party  performs  any of the  terms  of this
Agreement,  such  failure  shall not be construed as waiver by such party of any
past,  present, or future right granted under this Agreement and the obligations
of both parties under this Agreement shall continue in full force and effect.

         16.      Survival.  The  obligations  contained in Sections 7, 8, 9,
and 10 shall survive the termination of Employee's employment.  In addition, the
termination  of employment  shall not affect any of the rights or obligations of
either party arising prior to or at the time of the  termination  of employment,
or which may arise by any event causing the termination of employment.


<PAGE>

         17.      Successors. This Agreement shall be binding upon and shall
inure to the  benefit of  Employee,  and, to the extent  applicable,  Employee's
heirs, assigns,  executors, and personal representative,  and upon Employer, its
successors and assigns, including without limitation, any person, partnership or
corporation that may acquire all or substantially  all of Employer's  assets and
business, or with or into which Employer may be consolidated or merged.

         18.      Complete Understanding.  This Agreement constitutes the
complete  understanding  between the parties  regarding  terms and conditions of
employment, all prior representations or agreements having been superseded.

         19.      Modification.  No alteration or modification of any of the
provisions of this Agreement shall be valid unless made in writing and signed by
both parties.

         20.      Governing Law. This Agreement  shall be subject to and
governed by the laws of the Commonwealth of Virginia. The parties agree that any
cause of action arising from the terms of this  Agreement  shall be brought only
in the Circuit Court of the City of Richmond,  Virginia.  The parties agree that
such court shall be the  exclusive  and sole venue for the  adjudication  of any
disputes hereunder.

                                        SPURLOCK ADHESIVES, INC.




                                        By:      /s/ H. Norman Spurlock, Jr.
                                            -----------------------------------
                                            Name:  H. Norman Spurlock, Jr.
                                                  -----------------------------
                                            Office:  Executive Vice President
                                                  -----------------------------

                                        EMPLOYEE



                                        /s/ Harold N. Spurlock
                                        ---------------------------------------
                                        Harold N. Spurlock

<PAGE>

                                 FIRST AMENDMENT
                                       TO
                            EMPLOYMENT AND RETIREMENT
                                BENEFIT AGREEMENT


         THIS FIRST  AMENDMENT TO EMPLOYMENT  AND RETIREMENT  BENEFIT  AGREEMENT
(this  "First  Amendment")  is made as of  February  24,  1997,  by and  between
Spurlock Adhesives, Inc., a Virginia corporation (the "Employer"), and Harold N.
Spurlock,  a Virginia  resident  ("Employee").  It is the first amendment to the
original  Employment  and  Retirement  Benefit  Agreement  dated August 21, 1996
between the parties (the "Agreement").

         Unless  otherwise  indicated,  all capitalized  terms used herein shall
have the meaning ascribed to them in the Agreement.

         NOW,  THEREFORE,  in  consideration  of  the  premises,  covenants  and
agreements  contained  in this  First  Amendment,  and other  good and  valuable
consideration,  the  receipt  and  sufficiency  of which are  acknowledged,  the
parties hereby agree as follows:

         1.       Amendment to Agreement.  The Agreement is hereby amended as
follows:

                  The second sentence of paragraph 6., Retirement  Benefit.,  of
         the Agreement is hereby replaced in its entirety by the following:

                  Upon  Employee's  retirement from employment with the Employer
         at or after August 31, 1999 or death or permanent  disability  prior to
         such date,  Employer shall for (5) years pay Employee,  or in the event
         of Employee's death, Daphne R. Spurlock, his wife, if she survives him,
         a retirement benefit equal to $100,000 per year.

         2.       Ratification of Agreement. The terms and conditions of the
Agreement as amended by this First Amendment are hereby adopted,  ratified,  and
affirmed by the parties hereto.  If any provisions of this First Amendment shall
be  materially  different  from  or  inconsistent  with  any  provisions  of the
Agreement,  the  provisions  of this  First  Amendment  shall  control,  and the
provisions  of the  Agreement  shall,  to  the  extent  of  such  difference  or
inconsistency,  be deemed modified.  This First Amendment and the Agreement,  as
amended and  modified and as approved  and  adopted,  shall  constitute a single
agreement.

         3.       Modifications.  No provision of this First  Amendment,
including the provisions of this section, may be modified, deleted or amended in
any manner  except by an  agreement  in writing  executed  by all of the parties
hereto.

         4.       Binding  Effect;  Benefit.  This First  Amendment  shall inure
to the benefit of and be binding  upon the parties  hereto and their  respective
successors and assigns.

         5.       Governing Law. This First  Amendment  shall be  interpreted,
governed and enforced  according  to the laws of the  Commonwealth  of Virginia,
without  reference  to  the  choice  of law  principles  thereof  or  any  other
jurisdiction.

<PAGE>

         6.       Counterparts.  This  First  Amendment  may be  executed  in
any number of counterparts,  each of which shall be deemed to be an original and
all of which together shall be deemed to be one and the same instrument.

         IN WITNESS  WHEREOF,  this First  Amendment  has been duly executed and
delivered by the undersigned as of the date first set forth above.

                                        SPURLOCK ADHESIVES, INC.




                                        By:      /s/ H. Norman Spurlock, Jr.
                                            -----------------------------------
                                            Name:  H. Norman Spurlock, Jr.
                                                  -----------------------------
                                            Office:  Executive Vice President
                                                  -----------------------------

                                        EMPLOYEE



                                        /s/ Harold N. Spurlock
                                        ---------------------------------------
                                        Harold N. Spurlock