Exhibit 10.11


                            INDEMNIFICATION AGREEMENT


         THIS  INDEMNIFICATION  AGREEMENT  (this  "Agreement") is made as of the
19th day of  September,  1996,  by and  between  SPURLOCK  INDUSTRIES,  INC.,  a
Virginia  corporation  (the  "Corporation")  and  GLEN S.  WHITWER,  a  Maryland
resident (the "Indemnitee"). It recites and provides as follows:

                                    RECITALS:

         A.       The Indemnitee is a director of the Corporation,

         B.       The Indemnitee has requested that the Corporation indemnify
him from  liability  arising from his service as a director of the  Corporation,
and the Corporation has agreed to provide such indemnification  pursuant to this
Agreement.

                                   AGREEMENT:

         NOW,  THEREFORE,  in  consideration  of ten  dollars and other good and
valuable consideration,  the receipt and adequacy of which is acknowledged,  the
parties agree as follows:

          1.   Indemnification  of Indemnitee.  The Corporation hereby agrees to
indemnify the Indemnitee and to hold him harmless from and against:  (a) any and
all claims, losses, liabilities,  obligations,  damages, deficiencies, costs and
expenses, including without limitation, expenses of investigation and reasonable
attorneys'  fees and  disbursements,  suffered by him of every kind,  nature and
description,  as a result of his service as a director of the  Corporation;  and
(b) all actions,  suits,  proceedings,  arbitrations,  demands,  assessments and
judgments,  incident to the foregoing;  provided,  however, the Indemnitee shall
not be entitled to  indemnification  under this Agreement if, in connection with
the  events  giving  rise  to a  particular  request  for  indemnification,  the
Indemnitee,  is  adjudged  to have  engaged in willful  misconduct  or a knowing
violation  of the  criminal  law or any federal or state  securities  law,  This
indemnification shall be in addition to any other rights the Indemnitee may have
at law or equity,  and the  Indemnitee  need not pursue or exhaust any  remedies
before being entitled to indemnification hereunder.

          2.   Indemnification Procedures.  All claims for indemnification under
this Agreement shall be asserted and resolved as follows:

               (a)  In the event that any claim, or claims, is asserted
                    against the  Indemnitee (a "Claim") which could give rise to
                    a  right  of  indemnification  under  this  Agreement,   the
                    Indemnitee shall promptly (i) notify the Corporation of such
                    Claim and (ii) deliver to the  Corporation a written  notice
                    ("Claim Notice")  describing in reasonable detail the nature
                    of the Claim and a copy of all papers served with respect to
                    the Claim (if any).  Within fifteen (15) calendar days after
                    receipt of any Claim  Notice (the  "Election  Period"),  the
                    Corporation   shall  notify  the   Indemnitee   whether  the
                    Corporation  desires to defend the  Indemnitee  against such
                    Claim at its sole cost and expense.

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               (b)  If the  Corporation notifies the Indemnitee within the
                    Election Period that it intends to assume the defense of the
                    Claim,  then the Corporation shall have the right to defend,
                    at its sole cost and expense,  such Claim by all appropriate
                    proceedings,   which   proceedings   shall   be   prosecuted
                    diligently   by  attorneys   mutually   acceptable   to  the
                    Indemnitee and the  Corporation,  until final  conclusion or
                    settlement  at  the   discretion  of  the   Corporation   in
                    accordance  with this Section 2(b).  The  Corporation  shall
                    have full control of such defense proceedings, including any
                    compromise or settlement thereof,  provided,  however,  that
                    (i) the  Corporation  shall not settle the Claim without the
                    consent in writing of the  Indemnitee  (which  consent shall
                    not  be  unreasonably  withheld,  but  may  include,  at the
                    Indemnitee's sole discretion,  as a condition precedent, the
                    grant of a release,  in form  satisfactory to the Indemnitee
                    in favor of the Indemnitee by the party bringing the Claim),
                    and  (ii)  any  such   settlement   shall  not  provide  for
                    injunctive or other equitable relief against the Indemnitee.
                    The  Indemnitee  may  participate  in, but not control,  any
                    defense  or  settlement  of  any  Claim  controlled  by  the
                    Corporation pursuant to this Section 2(b).

               (c)  If, with respect to a Claim, the Corporation fails to notify
                    the   Indemnitee   within  the  Election   Period  that  the
                    Corporation  elects to defend  the  Indemnitee  pursuant  to
                    Section  2(b) or if the  Corporation  elects to  defend  the
                    Indemnitee  pursuant to Section 2(b) but fails to diligently
                    and  promptly  prosecute  or  settle  such  Claim,  then the
                    Indemnitee  shall have the right to defend such Claim by all
                    appropriate proceedings, which proceedings shall be promptly
                    and  vigorously  prosecuted  by the  Indemnitee  until final
                    conclusion or  settlement.  The  Indemnitee  shall have full
                    control of such defense and proceedings,  provided  however,
                    that if requested by the Indemnitee, the Corporation agrees,
                    at its cost and expense,  to cooperate  with the  Indemnitee
                    and its counsel in contesting any Claim which the Indemnitee
                    is contesting,  or, if appropriate  and related to the Claim
                    in question,  in making any counterclaim  against the person
                    asserting  the Claim,  or any  cross-complaint  against  any
                    person.  Notwithstanding  the foregoing,  if the Corporation
                    has  delivered  a written  notice to the  Indemnitee  to the
                    effect that the Corporation disputes its potential liability
                    to the  Indemnitee  under this Agreement and if such dispute
                    is  resolved  in  favor  of  the   Corporation,   by  final,
                    nonappealable order of a court of competent jurisdiction the
                    Corporation  shall  not be  required  to bear  the  cost and
                    expenses  of  the  Indemnitee's  defense  pursuant  to  this
                    Section 2 or of the Corporation's  participation  therein at
                    the Indemnitee's  request and the Indemnitee shall reimburse
                    the  Corporation  in full for all costs and expenses of such
                    litigation.  The  Corporation  may  participate  in, but not
                    control,  any  defense  or  settlement   controlled  by  the
                    Indemnitee  pursuant to this Section 2, and the  Corporation
                    shall bear its own costs and  expenses  with respect to such
                    participation.

         3.    Payment of  Indemnification  Claims.  If the  Indemnitee asserts
an  indemnification  claim  under this  Agreement  which is not  disputed by the
Corporation,  the amount of such claim  shall be paid within  fifteen  (15) days
after the date the  Corporation  advises the  Indemnitee in writing that it does
not  dispute  the  asserted  indemnification  claim(s)  the  Indemnitee.  If the
Indemnitee  asserts  a claim  under  this  Agreement  which is  disputed  by the
Corporation, then the Corporation shall pay to the Indemnitee the

<PAGE>

amount of the final  judgment,  award or  settlement  in  respect  of such claim
within fifteen (I 5) calendar days after the date of such final judgment,  award
or settlement.

         4.    Survival of Indemnification, This Agreement shall survive
termination of the Indemnitee's status as director of the Corporation.

         5.    Binding Effect:  Benefit.  This Agreement shall inure to the
benefit  of  and be  binding  upon  the  parties  hereto  and  their  respective
successors  and assigns.  Nothing in this  Agreement,  expressed or implied,  is
intended  to  confer  on any  person  other  than the  parties  hereto  or their
respective  successors  and  assigns,  any  rights,  remedies,   obligations  or
liabilities under or by reason of this Agreement.

         6.    Notices.  All notices and other communications hereunder shall be
in writing and shall be deemed given when delivered  personally or when received
if  sent  by  registered  or  certified  mail to the  parties  at the  following
addresses (or such other address as a party may specify by notice):

         If to the Corporation:

         Spurlock Industries, Inc.
         Post Office Box 8
         5090 General Mahone Highway
         Waverly, Virginia 23890
         Attention: President

         with copy to:

         Williams, Mullen, Christian & Dobbins, P.C.
         Two James Center
         1021 East Cary Street
         Richmond, Virginia 23219
         Attention:    David L. Dallas, Jr., Esquire

         If to the Indemnitee:
         Glen S. Whitwer
         3906 Warner Street
         Kensington, Maryland 20895


         7.    Counterparts.  This Agreement may be executed in any number of
counterparts,  each of which shall be deemed to be an original  but all of which
together shall constitute one and the same instrument.

         8.    Applicable Law.  This Agreement shall be interpreted, governed
and enforced in accordance with the laws of the Commonwealth of Virginia.

<PAGE>

         WITNESS the following  signatures  and seals as of the date first above
written.

                                    SPURLOCK INDUSTRIES, INC.,
                                    a Virginia corporation



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

                                   INDEMNITEE:



                                   /s/ Glen S. Whitwer               (SEAL)
                                   ----------------------------------
                                   Glen S. Whitwer