Exhibit 10.32

                          KEYBANK NATIONAL ASSOCIATION
                             INTERNATIONAL DIVISION
                           LETTER OF CREDIT DEPARTMENT
                              66 SOUTH PEARL STREET
                             ALBANY, NEW YORK 12207

                      IRREVOCABLE TRANSFERRABLE DIRECT PAY
                         LETTER OF CREDIT NO. NSL792132
                                October 10, 1997

Star Bank, N.A.,
    as Trustee under the Trust Indenture
    with the County of Saratoga Industrial
    Development Agency, dated as of
    October 1, 1997
425 Walnut Street, ML 5125
Cincinnati, Ohio 45202-1118

Attention:  Corporate Trust Services

Ladies and Gentlemen:

         At the  request  and  on the  instructions  of our  customer,  Spurlock
Adhesives,  Inc.  ("Applicant"),  as account party, KeyBank National Association
(hereinafter  "we" or "our") hereby  establishes this Irrevocable  Transferrable
Direct  Pay  Letter  of  Credit   ("Letter  of  Credit")  in  your  favor,   not
individually,  but  solely as  Trustee  (hereinafter  "you" or  "your")  for the
benefit  of the  holders of County of  Saratoga  Industrial  Development  Agency
Multi-Mode   Variable  Rate  Industrial   Development  Revenue  Bonds  (Spurlock
Adhesives,  Inc.  Project),  Series  1997A  (the  "Bonds")  issued  by County of
Saratoga Industrial Development Agency ("Issuer") pursuant to a Trust Indenture,
dated as of October 1, 1997,  by and between the Issuer and Star Bank,  N.A., as
Trustee  ("Trustee")  (the  "Indenture").  All  capitalized  terms  used but not
defined herein shall have the meanings set forth in the Indenture.

         We hereby  irrevocably  authorize you to draw on us in accordance  with
the terms and conditions  hereinafter  set forth, by one or more sight drafts in
the form of Exhibit 1 attached hereto  ("Draft(s)"),  in an aggregate amount not
exceeding $6,180,822,  as reduced and reinstated from time to time in accordance
with the provisions hereof (the "Stated  Amount"),  of which an aggregate amount
not  exceeding  (i)  $6,000,000  may be drawn  with  respect  to (a) the  unpaid
principal amount of Bonds Outstanding, whether at maturity, acceleration or upon
redemption  ("Principal  Drawing")  or (b) that  portion of the  Purchase  Price
corresponding  to principal  of Bonds  Outstanding  tendered and not  remarketed
pursuant to the  Indenture  ("Bond  Purchase  Drawing -  Principal");  plus (ii)
$180,822.00  (computed  on the  basis of up to one  hundred  ten  (110)  days of
accrued interest on Bonds Outstanding at an assumed maximum interest rate of ten


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percent  (10%) per annum,  calculated on the basis of a 365 or 366 day year) may
be drawn with  respect to (a) the  payment of up to one  hundred  ten (110) days
accrued interest on Bonds Outstanding  ("Interest  Drawing") or (b) that portion
of the Purchase Price  corresponding to interest on Bonds  Outstanding  tendered
and  not  remarketed  pursuant  to  the  Indenture  ("Bond  Purchase  Drawing  -
Interest),  ("Bond  Purchase  Drawing - Principal" and "Bond Purchase  Drawing -
Interest" shall be, collectively, "Bond Purchase Drawing").

         Each  drawing  honored by us shall  reduce  that  portion of the Stated
Amount available under this Letter of Credit, subject only to reinstatement with
respect to drawings as hereinafter provided.

         The  Stated  Amount  with  respect  to an  Interest  Drawing  shall  be
automatically and irrevocably reinstated,  effective as of the close of business
of the fifth (5th) day after such Interest Drawing,  by the amount of a Draft so
drawn,  so long as you have not  received  from us,  on or  before  the close of
business  on the fifth (5th) day after the date of the  presentation  to us of a
Draft, written notice to the effect that an Event of Default under the Letter of
Credit Reimbursement  Agreement,  dated as of October 1, 1997, between Applicant
and us  ("Reimbursement  Agreement"),  has occurred,  and that the Stated Amount
with respect to an Interest Drawing is not being reinstated.

         Upon receipt by us or our agent of Bonds pledged in connection with any
Bond Purchase Drawing pursuant to the Pledge and Security Agreement,  the Stated
Amount shall be automatically  and irrevocably  reinstated by the amount of such
Bond Purchase Drawing.

         The Stated Amount shall be decreased, and not reinstated,  from time to
time upon payment under this Letter of Credit for the redemption of the Bonds as
provided  in the  Indenture  by (i) with  respect to  principal,  the  aggregate
principal  amount of the Bonds so  redeemed,  and (ii) with respect to interest,
the amount that bears the same proportion to $180,822.00 as the amount specified
in the immediately preceding clause (i) bears to $6,000,000.

         Each Draft for each  drawing  under this  Letter of Credit must bear on
its face the clause "Drawn under KeyBank National  Association  Letter of Credit
No.  NSL792132," be dated the Business Day of presentation and be accompanied by
(i) if the  drawing  being made is a "Bond  Purchase  Drawing"  pursuant  to the
Indenture,  your  completed  and  signed  certificate  in the form of  Exhibit 2
attached  hereto,  dated  the  date of the  accompanying  Draft;  or (ii) if the
drawing  being made is a  "Principal  Drawing" or an  "Interest  Drawing,"  your
completed and signed certificate in the form of Exhibit 3 attached hereto, dated
the  date  of  the  accompanying  Draft.   Presentation  of  Draft(s)  and  such
certificates  shall be made at our office specified above or at any other office
as may be  designated by us by written  notice  delivered to you via delivery in
person,  registered mail,  certified mail return receipt  requested or facsimile
transmission (518) 487-4998 with a cover letter expressly stating that originals
of the  facsimile  transmission  will  be  delivered  by  nationally  recognized
overnight  courier.  If you draw on this  Letter  of Credit at or prior to 11:00
a.m., New York time, on a Business Day, and provided that such drawing

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conforms  to the  terms  and  conditions  hereof,  we shall  pay you the  amount
specified,   on  the  next  Business  Day,  in  accordance   with  your  payment
instructions  provided,  however, if a drawing is presented prior to 11:00 am to
pay the  Purchase  Price of Bonds which have not been  remarketed,  and provided
that such drawing conforms to the terms and conditions  hereof, we shall pay you
the amount  specified,  on such  Business  Day.  For  purposes of this Letter of
Credit,  a Business Day shall mean any day of the year other than (i) a Saturday
of a Sunday,  or (ii) any day on which banks located in the State of New York or
in the cities in which your  principal  corporate  trust office or our office at
which  demands for payment  under this Letter of Credit are to be presented  are
required or authorized by law to remain closed, or (ii) any day on which the New
York Stock Exchange is closed.

         This Letter of Credit shall  automatically  terminate at our  aforesaid
address on the close of  business on the first to occur of the  following  dates
("Termination  Date"):  (i) the Stated  Expiration  Date or (ii) the date of the
receipt by us of the Letter of Credit and a  certificate  signed by the  Trustee
and Applicant that none of the Bonds are Outstanding under the Indenture and the
Indenture has been discharged in accordance with its terms, or (iii) the date of
receipt by us of the Letter of Credit and a certificate  signed by an officer of
the  Trustee and an  authorized  representative  of  Applicant  stating  that an
Alternate  Credit  Facility  in  substitution  for the Letter of Credit has been
accepted by the  Trustee  and is in effect,  or (iv) the date on which the final
drawing  available  under  this  Letter of Credit is  honored  by us. The Stated
Expiration  Date  shall be October  17,  2002 and may be  extended  by us in our
discretion  at any time or from  time to time,  by  amendment  in  writing  with
written  notice of such  amendment  to you (with  copies to the  Applicant,  the
Issuer  and the  Remarketing  Agent)  no less than 45 days  prior to the  Stated
Expiration Date, specifying a new Stated Expiration Date.

         If a drawing by you hereunder does not, in any instance, conform to the
terms and  conditions  of this  Letter of Credit,  we shall  give you  immediate
notice that the purported  drawing was not effected in accordance with the terms
and conditions of this Letter of Credit,  stating the reasons  therefor and that
we are holding the  documents at your disposal or are returning the same to you,
as we may elect. Upon being notified that the purported drawing was not effected
in  accordance  with this Letter of Credit,  you may attempt to correct any such
nonconforming  drawing if, and to the extent  that,  you are  entitled  (without
regard to the provisions of this sentence) and able to do so.

         All payments by us hereunder will be with our own funds.

         This Letter of Credit sets forth in full the terms of our  undertaking,
and such  undertaking  shall not in any way be modified,  amended,  amplified or
limited by reference to any document, instrument or agreement referred to herein
or in which this  Letter of Credit is  referred  to or to which  this  Letter of
Credit relates,  except for the certificates  referred to herein (Exhibits 2 and
3) and,  for the purpose of certain  definitions,  the  Indenture,  and any such
reference shall not be deemed to incorporate herein by reference,  any document,
instrument or agreement except for such certificates and definitions.


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         This Letter of Credit is transferable in its entirety (but not in part)
to any  transferee  within the United  States who has  succeeded  you as Trustee
under the  Indenture.  Transfer  of the amount  available  under this  Letter of
Credit to such  Transferee  shall be effected by the  presentation to us of this
Letter of Credit  accompanied by a certificate in the form of Exhibit 4 attached
hereto, and unless this Letter of Credit is so presented to us, we shall have no
obligation  hereunder  to any  Transferee.  Upon such  transfer,  we will either
reissue this Letter of Credit in the maximum amount then available  hereunder or
otherwise  amend  this  Letter of Credit to reflect  such  maximum  amount  then
available.

         Only you (or a  transferee  as permitted by the terms of this Letter of
Credit) may make a drawing under this Letter of Credit.

         This  Letter of Credit is  issued  under and shall be  governed  by the
express terms of the Uniform Customs and Practice for Documentary  Credits (1993
Rev.) International  Chamber of Commerce  Publication No. 500, as may be amended
from time to time, and, to the extent not  inconsistent  therewith,  the Uniform
Commercial Code as in effect (together with all revisions and amendments) in the
State of New York.

         Communications  and notices with respect to this Letter of Credit shall
be in  writing  and  shall be  addressed  to us at our  office  specified  above
specifically  referring to the letter of credit number of this Letter of Credit,
and shall be addressed to you at your address specified above.

         We hereby  agree with the drawer  that each  Draft  drawn  under and in
compliance  with the  terms of this  Letter of Credit  will be duly  honored  on
delivery of documents as specified  herein if presented at our office  indicated
above on or before the Termination Date.

                                       Very truly yours,

                                       KEYBANK NATIONAL ASSOCIATION


                                       By: /s/ Richard C. Van Auken
                                          --------------------------------------
                                       Title: Senior Banker


                                       By: /s/ 
                                          --------------------------------------
                                       Title: Vice President

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                                    EXHIBIT 1

                                   SIGHT DRAFT


U.S. $                                                      City:_______________
                                                           State:_______________
                                                            Date:_______________

For Value Received

Pay at sight
to______________________________________________________________________________
________________________________________________________________________________
U.S. Dollars.

         Drawn  under  KeyBank  National  Association,   Letter  of  Credit  No.
NSL792132, dated October 10, 1997.

             To:  KeyBank National Association
                  66 South Pearl Street
                  Albany, New York 12207
                  Attention: International Division, Letter of Credit Department
                  Facsimile: (518) 487-4998

         The signature below constitutes an endorsement of this Sight Draft.

                                Star Bank, N.A.,
                                as Trustee


                                By:___________________________________
                                       Authorized Trust Officer




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                                    EXHIBIT 2

           CERTIFICATE FOR PURCHASE OF BONDS OUTSTANDING TENDERED FOR
         PURCHASE PURSUANT TO THE TRUST INDENTURE OF COUNTY OF SARATOGA
             INDUSTRIAL DEVELOPMENT AGENCY MULTI-MODE VARIABLE RATE
         INDUSTRIAL DEVELOPMENT REVENUE BONDS (SPURLOCK ADHESIVES, INC.
          PROJECT), SERIES 1997A UNDER LETTER OF CREDIT NO. NSL792132.

         Any  capitalized  term used,  but not  defined  herein,  shall have its
respective meaning as set forth in the Letter of Credit referred to above.

         The undersigned,  a duly authorized trust officer of _________________,
as Trustee  under the  Indenture  (the  "Trustee")  hereby  certifies to KeyBank
National  Association,  as issuer of the Letter of Credit referred to above (the
"Bank"), that:

         (1)    The Trustee is the Trustee  under the  Indenture for the holders
of the Bonds.

         (2)    The  Trustee  is making a drawing  under the Letter of Credit in
the amount of (i) $ __________ with respect to payment of the principal  portion
of, and (ii) $_________ with respect to payment of the interest  portion of, the
Purchase Price of Bonds tendered but not  remarketed,  or for which  remarketing
proceeds have not been received, pursuant to the Indenture.

         (3)    The amount of the Draft  accompanying this Certificate* does not
exceed the Stated  Amount in respect of  principal  or  interest as set forth in
this Certificate.

         (4)    The  amount  of the  Draft  accompanying  this  Certificate  was
computed  in  accordance  with the  terms  and  conditions  of the Bonds and the
Indenture.

         (5)    The Letter of Credit referred to above has not expired  pursuant
to its terms.

         IN WITNESS  WHEREOF,  the  Trustee  has  executed  and  delivered  this
Certificate,  dated the date of the accompanying  Draft, to wit, the ____ day of
_________, 19__.

                                          [NAME OF TRUSTEE]


                                          By:________________________________
                                                 [Name and Title]

         * Trustee  shall send a copy of each  certificate  to  Applicant at the
address specified in the Reimbursement Agreement.


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                                    EXHIBIT 3

CERTIFICATE  FOR  PAYMENT  OF  PRINCIPAL  OR  INTEREST  ON  COUNTY  OF  SARATOGA
INDUSTRIAL  DEVELOPMENT AGENCY MULTI-MODE  VARIABLE RATE INDUSTRIAL  DEVELOPMENT
REVENUE BONDS (SPURLOCK ADHESIVES,  INC. PROJECT),  SERIES 1997A UNDER LETTER OF
CREDIT NO. NSL792132.

         Any  capitalized  term used,  but not  defined  herein,  shall have its
respective meaning as set forth in the letter of Credit referred to above.

         The  undersigned,  a duly authorized trust officer of the Trustee under
the Indenture (the "Trustee"), hereby certifies to KeyBank National Association,
as issuer of the Letter of Credit referred to above (the "Bank"), that:

         (1)    The Trustee is the Trustee  under the  Indenture for the holders
of the Bonds.

         (2)    [Complete the applicable  Section(s)  below and strike or delete
the inapplicable Sections]

         A.     Periodic Interest Drawing. The amount of the Interest Drawing is
$________,  which  equals the amount of  interest  on the Bonds which is due and
payable with Letter of Credit proceeds on the same date as the date of the Draft
accompanying this Certificate.

         B.     Default Interest Drawing.  An Event of Default as defined in the
Indenture has occurred, and the amount of the Interest Drawing of $_________, is
the  maximum  amount  permitted  under the Letter of Credit  for the  payment of
interest  on  Bonds  Outstanding  on the  same  date as the  date  of the  Draft
accompanying this Certificate.

         C.     Periodic Principal Drawing.  The amount of the Principal Drawing
is  $__________,  which equals the amount of principal of the Bonds which is due
and  payable  on the  same  date as the  date  of the  Draft  accompanying  this
Certificate.

         D.     Default Principal Drawing. An Event of Default as defined in the
Indenture has occurred,  and the amount of Principal  Drawing of $_________,  is
the amount of the principal of the Bonds, which is due and unpaid as of the date
of the Draft accompanying this Certificate.

         (3)    The amount of the Draft  accompanying this Certificate* does not
exceed the Stated  Amount with respect to the drawings of principal or interest,
as set forth in this Certificate.

         (4)    The  amount  of the  Draft  accompanying  this  Certificate  was
computed  in  accordance  with the  terms  and  conditions  of the Bonds and the
Indenture.

         (5)    The Letter of Credit referred to above has not expired  pursuant
to its terms.



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         IN WITNESS  WHEREOF,  the  Trustee  has  executed  and  delivered  this
Certificate,  dated the date of the accompanying  Draft, to wit, the ____ day of
_________, 19__.

                                       [NAME OF TRUSTEE]


                                       By:_________________________________
                                                [Name and Title]

* Trustee  shall send a copy of each  certificate  to  Applicant  at the address
specified in the Reimbursement Agreement.




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                                    EXHIBIT 4

                              TRANSFER CERTIFICATE

                                                           Date:________________

KEYBANK NATIONAL ASSOCIATION
66 South Pearl Street
Albany, New York 12207

Attention:   International Division, Letter of Credit Department

       Re:   Irrevocable Transferrable Direct Pay Letter of Credit No. NSL792132

Ladies and Gentlemen:

         For value received,  the  undersigned  beneficiary  hereby  irrevocably
transfers to the following "Transferee":

                              (Name of Transferee)
                                   [Address:]

all rights of the  undersigned  beneficiary  to draw  under the above  Letter of
Credit in its entirety.  The Transferee has succeeded the undersigned as Trustee
under the Indenture (as defined in the Letter of Credit).

         By this  transfer,  all rights of the  undersigned  beneficiary  in the
Letter of Credit are transferred to the Transferee and the Transferee shall have
the sole rights as beneficiary  thereof,  including sole rights  relating to any
amendments of the Letter of Credit,  whether increases in the amount to be drawn
thereunder,  or  extensions  of the Stated  Expiration  Date  thereof,  or other
amendments,  and whether  such  amendments  now exist or are made after the date
hereof.  All  amendments  are to be  advised  direct to the  Transferee  without
necessity of any consent of or notice to the undersigned beneficiary.

         The  undersigned  hereby  certifies  that  the  Transferee  has  become
successor Trustee under the Trust Indenture dated as of October 1, 1997, between
the undersigned and the County of Saratoga  Industrial  Development  Agency (the
"Issuer"),   relating  to  the  Issuer's  Multi-Mode  Variable  Rate  Industrial
Development Revenue Bonds (Spurlock Adhesives,  Inc. Project), Series 1997A (the
"Bonds") and has accepted such appointment in writing.

         The  original  of the  Letter  of Credit is  returned  herewith  and in
accordance  therewith  we ask you to endorse the within  transfer on the reverse
thereof, and forward it directly to the Transferee with your customary notice or
issue a replacement letter of credit to the Transferee as provided therein.

                                          Very truly yours,


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                                          ____________________________________
                                          SIGNATURE AUTHENTICATED, as
                                          Trustee

We certify that we have  succeeded as Trustee under the Indenture (as defined in
the Letter of Credit).


Name:
(Bank)
Title:
(Authorized Officer)


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