PROMISSORY NOTE
<TABLE>
<CAPTION>
<S>             <C>            <C>            <C>            <C>           <C>            <C>           <C>            <C>        
--------------- -------------- -------------- -------------- ------------- -------------- ------------- -------------- -------------
   Principal      Loan Date      Maturity       Loan No.         Call       Collateral       Account       Officer       Initials
  $137,500.00    05-01-1998     05-01-2003       bl13711          1E            10                           OLS
--------------- -------------- -------------- -------------- ------------- -------------- ------------- -------------- -------------
</TABLE>
Reference  in the  shaded  area are for  Lender's  use only and do not limit the
applicability of this document to any particular loan or item.
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                                       <C>
Borrower:  Spurlock Adhesives, Inc. (TIN: 54-1522700)     Lender:   JAMES RIVER BANK
           P.O. Box 8                                               MAIN OFFICE
           Waverly, VA  23890                                       209 W MAIN STREET
                                                                    P. O. BOX 47
                                                                    WAVERLY, VA  23890-0047
</TABLE>
================================================================================
<TABLE>
<CAPTION>
<S>                              <C>                       <C>
Principal Amount: $137,500.00    Interest Rate: 8.250%     Date of Note:  May 1, 1998
</TABLE>

PROMISE TO PAY. Spurlock Adhesives,  Inc.  ("Borrower') promises to pay to JAMES
RIVER  BANK  ("Lender"),  or order,  in  lawful  money of the  United  States of
America,  the principal amount of One Hundred Thirty Seven Thousand Five Hundred
& 00/100 Dollars ($137,500.00), together with interest at the rate of 8.250% per
annum on the unpaid principal balance from May 1, 1998, until paid in full.

PAYMENT.  Borrower will pay this loan In 59 regular  payments of $1,334.23  each
and one irregular last payment estimated at $110,091.79 Borrower's first payment
is due June 1, 1998, and all subsequent payments are due on the same day of each
month  after that.  Borrower's  final  payment due May 1, 2003,  will be for all
principal,  accrued interest,  and all other applicable fees, costs and charges,
if any, not yet paid Payments include  principal and interest.  Interest on this
Note is computed on a 365/365 simple  interest  basis;  that is, by applying the
ratio of the annual  interest rate over the number of days in a year (366 during
leap years), multiplied by the outstanding principal balance,  multiplied by the
actual number of days the principal  balance is  outstanding.  Borrower will pay
Lender at  Lender's  address  shown  above or at such other  place as Lender may
designate in writing.  Unless  otherwise  agreed or required by applicable  law,
payments will be applied first to accrued unpaid interest, then to principal and
any remaining amount to any unpaid collection costs and late charges.

PREPAYMENT. Borrower may pay all or a portion of the amount owed earlier than it
is due. Early payments will not, unless agreed to by Lender in writing,  relieve
Borrower of Borrower's obligation to continue to make payments under the payment
schedule.  Rather,  they will reduce the principal balance due and may result in
Borrower making fewer payments.

LATE  CHARGE.  If a payment  is 7 days or more  late,  Borrower  will be charged
5.000% of the regularly scheduled payment or $50.00, whichever is less.

DEFAULT.  Borrower  will be in  default  if any of the  following  happens:  (a)
Borrower  fails to make any payment when due.  (b)  Borrower  breaks any promise
Borrower has made to Lender, or Borrower fails to comply with or to perform when
due any other term, obligation, covenant, or condition contained in this Note or
any agreement  related to this Note, or in any other  agreement or loan Borrower
has with Lender.  (c)  Borrower  defaults  under any loan,  extension of credit,
security  agreement,  purchase or sales agreement,  or any other  agreement,  in
favor of any  other  creditor  or  person  that  may  materially  affect  any of
Borrower's  property  or  Borrower's  ability  to  repay  this  Note or  perform
Borrower's obligations under this Note or any of the Related Documents.  (d) Any
representation  or  statement  made or  furnished  to Lender by  Borrower  or on
Borrower's  behalf is false or misleading in any material  respect either now or
at the time made or furnished.  (e) Borrower  becomes  insolvent,  a receiver is
appointed for any part of Borrower'  property,  Borrower makes an assignment for
the benefit of creditors,  or any proceeding is commenced  either by Borrower or
against Borrower under any bankruptcy or insolvency laws. (f) Any creditor tries
to take any of Borrower's  property on or in which Lender has a lien or security
interest. This includes a garnishment of any of Borrower's accounts with Lender.
(g) Any  guarantor  dies or any of the other  events  described  in this default
section  occurs  with  respect to any  guarantor  of this  Note.  (h) A material
adverse change occurs in Borrower's financial condition,  or Lender believes the
prospect of payment or performance of the  Indebtedness is impaired.  (i) Lender
in good faith deems itself insecure.

LENDER'S  RIGHTS.  Upon default,  Lender may declare the entire unpaid principal
balance on this Note and all accrued  unpaid  interest,  together with all other
applicable fees, costs and charges, if any, immediately due and payable, without
notice, and then Borrower will pay that amount. Upon default,  including failure
to pay upon final maturity,  Lender, at its option, may also, if permitted under
applicable law, increase the interest rate on the Note 4.000 percentage  points.
The interest rate will not exceed the maximum rate permitted by applicable  law.
Furthermore,  subject to any limits under applicable law, upon default, Borrower
also  agrees to pay  Lender's  attorney  fees equal to 25.000% of the  principal
balance due on the Note, and all of Lender's other collection expenses,  whether
or not there is a lawsuit and including  without  limitation  legal expenses for
bankruptcy proceedings. The Note shall be governed by, construed and enforced in
accordance with the laws of the  Commonwealth  of Virginia.  Lender and Borrower
hereby  waive  the  right  to any  jury  trial  in any  action,  proceeding,  or
counterclaim brought by either party against the other.

DISHONORED  ITEM FEE.  Borrower  will pay a fee to Lender of $24.00 if  Borrower
makes a payment on Borrower's  loan and the check or  preauthorized  charge with
which Borrower pays is later dishonored.

RIGHT OF SETOFF.  Borrower grants to Lender a contractual  security interest in,
and hereby  assigns,  conveys,  delivers,  pledges,  and transfers to Lender all
Borrower's right, title and interest in and to, Borrower's  accounts with Lender
(whether checking, savings, or some other account), including without limitation
all accounts  held jointly with someone else and all accounts  Borrower may open
in the  future,  excluding  however  all IRA and Keog  accounts,  and all  trust
accounts for which the grant of a security  interest would be prohibited by law.
Borrower authorizes Lender, to the extent permitted by applicable law, to charge
or setoff all sums owing on this Note against any and all such accounts, and, at
Lender's option, to administratively freeze all such accounts to allow Lender to
protect Lender's charge and setoff rights provided on this paragraph.

COLLATERAL.  This Note is secured by COMMERCIAL DEED OF TRUST AS RECORDED IN THE
CLERK'S  OFFICE OF THE  CIRCUIT  COURT OF SUSSEX  COUNTY,  VIRGINIA  ON PROPERTY
LOCATED AT 125 BANK STREET, WAVERLY, VA.

<PAGE>

05-01-1998                       PROMISSORY NOTE                          Page 2
Loan No bl13711                    (Continued)
================================================================================

GENERAL  PROVISIONS.  Lender may delay or forgo  enforcing  any of its rights or
remedies under this Note without  losing them.  Borrower and an other person who
signs,  guarantees or endorses this Note,  to the extent  allowed by law,  waive
presentment, demand for payment, protest and notice of dishonor. Upon any change
in the terms of this Note, and unless otherwise  expressly stated in writing, no
party who signs this Note, whether as maker,  guarantor,  accommodation maker or
endorser,  shall be released from liability.  All such parties agree that Lender
may renew or  extend  (repeatedly  and for any  length of time)  this  loan,  or
release any party or guarantor or collateral; or impair, fail to realize upon or
perfect Lender's security  interest in to collateral;  and take any other action
deemed necessary by Lender without the consent of or notice to anyone.  All such
parties  also agree that Lender may modify  this loan  without the consent of or
notice to anyone other than the party with whom the modification is made.

PRIOR TO SIGNING THIS NOTE,  BORROWER READ AND  UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE. BORROWER AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES  RECEIPT OF
A COMPLETED COPY OF THE NOTE.

BORROWER:

Spurlock Adhesives, Inc.

<TABLE>
<CAPTION>
<S>                                                 <C>
By:     /s/ Phillip S. Sumpter            (SEAL)    By:   /s/ Irvine R. Spurlock                (SEAL)
    --------------------------------------             -----------------------------------------
     PHILLIP S. SUMPTER, CHAIRMAN AND CEO                 IRVINE R. SPURLOCK, PRESIDENT
</TABLE>

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



<PAGE>


ALL that certain lot piece or parcel of land lying and being situate on the East
side of Bank  Street  in the  town of  Waverly,  Sussex  County,  Virginia,  and
containing  0.506  acres,  more or less,  and being  shown and  designated  on a
certain plat of survey  entitled  "SURVEY AND PLAT OF PROPERTY  BELONGING TO THE
TOWN OF WAVERLY',  made by Lee B. Carpenter,  Certified Surveyor,  September 21,
1959,  which said plat of survey is duly  recorded in the Clerk's  Office of the
Circuit  Court  of  Sussex  County,  Virginia  in  Plat  Book  10 at page 80 and
reference to which is heremade for a more full and complete description.

LESS,  SAVE,  AND EXCEPT a small triangle of land  containing  718.3 square feet
conveyed to  Commonwealth of Virginia,  Department of Conservation  and Economic
Development,  Division of  Forestry,  by deed dated 28 January,  1960,  and duly
recorded in the Clerk's Office of the Circuit Court of Sussex  County,  Virginia
in Deed Book 59 at page 451,  with plat attached and recorded in Plat Book 10 at
page 95.

IT BEING the same and  identical  property  conveyed  from  James  River Bank to
Spurlock Adhesives,  Inc., by deed dated 29 April 1998 and to be recorded in the
Clerk's Office of the Circuit Court of Sussex County, Virginia.


<PAGE>



ALL that  certain  lot,  piece or parcel of land lying and being  situate on the
East side of Bank Street in the town of Waverly,  Sussex County,  Virginia,  and
containing  0.506  acres,  more or less,  and being  shown and  designated  on a
certain plat of survey  entitled  "SURVEY AND PLAT OF PROPERTY  BELONGING TO THE
TOWN OF WAVERLY,  made by Lee B. Carpenter,  Certified  Surveyor,  September 21,
1959,  which said plat of survey is duly  recorded in the Clerk's  Office of the
Circuit  Court  of  Sussex  County,  Virginia  in  Plat  Book  10 at page 80 and
reference to which is heremade for a more full and complete description.

LESS,  SAVE,  AND EXCEPT a small triangle of land  containing  718.3 square feet
conveyed to  Commonwealth of Virginia,  Department of Conservation  and Economic
Development,  Division of  Forestry,  by deed dated 28 January,  1960,  and duly
recorded in the Clerk's Office of the Circuit Court of Sussex  County,  Virginia
in Deed Book 59 at page 451,  with plat attached and recorded in Plat Book 10 at
page 95.

IT BEING the same and  identical  property  conveyed  from  James  River Bank to
Spurlock Adhesives,  Inc., by deed dated 29 April 1998 and to be recorded in the
Clerk's Office of the Circuit Court of Sussex County, Virginia.








VIRGINIA:  In the Clerk's  Office of the  Circuit  Court of Sussex  County.  The
foregoing  instrument  was this day  presented in the office  aforesaid  and is,
together with the certificate of acknowledgment annexed, admitted to record this
____ day of ______________, 19__ at _______ p.m.

                                       TESTE: ____________________________ Clerk