Exhibi 10.59

RECORDATION REQUESTED BY:

     JAMES RIVER BANK
     209 W MAIN STREET
     P. 0. BOX 47
     WAVERLY, VA 23890-0047

WHEN RECORDED MAIL TO:
     JAMES RIVER BANK
     209 W MAIN STREET
     P. 0. BOX 47
    WAVERLY, VA 23890-0047


                                             FOR RECORDER'S USE ONLY
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         This Deed of Trust prepared by: JAMES RIVER BANK, WAVERLY, VIRGINIA

                                  DEED OF TRUST
                       THIS IS A CREDIT LINE DEED OF TRUST
                      Maximum aggregate amount of principal
                to be secured hereby at any one time: $137,500.00

                 Name and address of Noteholder secured hereby:

                                JAMES RIVER BANK
                               209 W. MAIN STREET
                                   P.O. BOX 47
                             WAVERLY, VA 23890-0047


THIS DEED OF TRUST IS DATED MAY 1, 1998, among Spurlock  Adhesives,  Inc., whose
address is P.O. Box 8,  Waverly,,  VA . 23890  (referred to below as "Grantor");
JAMES RIVER BANK, whose address is 209 W MAIN STREET,  P.O. BOX 47, WAVERLY,  VA
23890-0047(referred   to  below   sometimes   as  "Lender"   and   sometimes  as
"Beneficiary");  and O. LeRoy STABLES,  JR. and/or C. Taylor EVERETT ("Grantee,"
also referred to below as  "Trustee"),whose  address is Waverly,  Sussex County,
Virginia.

CONVEYANCE AND GRANT. For valuable  consideration,  Grantor conveys,  transfers,
encumbers  and  pledges  and  assigns to Trustee  for the  benefit-of  Lender as
Beneficiary,  all of Grantor's present and future right,  title, and interest in
and to the  following  described  real  property,  together with all existing or
subsequently  erected or  affixed  buildings,  improvements  and  fixtures;  all
easements,  rights of way, and  appurtenances;  and all rights,  royalties,  and
profits  relating  to  the  real  property,  including  without  limitation  all
minerals, oil, gas, geothermal and similar matters,  located in TOWN OF WAVERLY,
SUSSEX COUNTY, VIRGINIA, Commonwealth of Virginia (the "Real Property"):

        SEE EXHIBIT "A" ATTACHED

The Real Property or its address is commonly known as 125 BANK ST., WAVERLY,  VA
23890. The Real Property tax identification number is 28A8 (A) 33.

Grantor presently assigns  absolutely and irrevocably to Lender all of Grantor's
right,  title,  and  interest  in and to all  present  and future  leases of the
Property and all Rents from the Property.  In addition,  Grantor grants Lender a
Uniform Commercial Code security interest in the Rents and the Personal Property
defined below.

DEFINITIONS.  The following words shall have the following meanings when used in
this Deed of Trust. Terms not otherwise defined in this Deed of Trust shall have
the  meanings  attributed  to such terms in the  Uniform  Commercial  Code.  All
references  to dollar  amounts  shall mean amounts in lawful money of the United
States of America.

        Beneficiary.   The  word  "Beneficiary"  means  JAMES  RIVER  BANK,  its
        successors and assigns.

        Deed of Trust.  The words  "Deed of Trust" mean this Deed of Trust among
        Grantor, Lender, and Trustee.

        Grantor.  The word  "Grantor"  means any and all  persons  and  entities
        executing  this Deed of Trust,  including  without  limitation  Spurlock
        Adhesives, Inc..

<PAGE>

05-01-1998                                                         DEED OF TRUST
Page 2
Loan No bl13711                   (Continued)

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

     Guarantor.  The word "Guarantor" means and includes without  limitation any
     and all guarantors,  sureties, and accommodation parties in connection with
     the  Indebtedness  and  their  personal  representatives,   successors  and
     assigns.

     Improvements. The word "Improvements" means and includes without limitation
     all existing and future improvements,  buildings,  structures, mobile homes
     affixed on the Real Property, facilities, additions, replacements and other
     construction on the Real Property.

     Indebtedness.  The word  "Indebtedness"  means all  principal and interest,
     together with all other fees, costs and charges,  if any, payable under the
     Note  and  any  amounts   expended  or  advanced  by  Lender  to  discharge
     obligations of Grantor or expenses incurred by Trustee or Lender to enforce
     obligations of Grantor under this Deed of Trust,  together with interest on
     such  amounts as provided  in this Deed of Trust.  In addition to the Note,
     the word  "Indebtedness"  includes all obligations,  debts and liabilities,
     plus interest thereon, of Grantor to Lender, or any one or more of them, as
     well as all claims by Lender against  Grantor,  or any one or more of them,
     whether now existing or hereafter arising,  whether related or unrelated to
     the purpose of the Note, whether voluntary or otherwise, whether due or not
     due, absolute or contingent, liquidated or unliquidated and whether Grantor
     may be liable  individually  or jointly with others,  whether  obligated as
     guarantor or otherwise,  and whether recovery upon such Indebtedness may be
     or hereafter may become barred by any statute of  limitations,  and whether
     such  Indebtedness may be or hereafter may become otherwise  unenforceable.
     In addition to the amounts  specified in the Note,  this Deed of Trust also
     secures future advances.  The maximum principal amount secured by this Deed
     of Trust is $137,500.00 plus interest and costs of collection.

     Lender.  The word  "Lender"  means  JAMES RIVER BANK,  its  successors  and
     assigns.

     Note.  The word "Note" means the Note dated May 1, 1998,  in the  principal
     amount of $137,500.00  from Grantor to Lender,  together with all renewals,
     extensions, modifications, refinancings, and substitutions for the Note.

     Personal  Property.  The  words  "Personal  Property"  mean all  equipment,
     fixtures, and other articles of personal property now or hereafter owned by
     Grantor,  and now or  hereafter  attached or affixed to the Real  Property;
     together with all accessions, parts, and additions to, all replacements of,
     and all  substitutions  for, any of such  property;  and together  with all
     proceeds  (including  without limitation all insurance proceeds and refunds
     of premiums) from any sale or other disposition of the Property.

     Property.  The word "Property" means collectively the Real Property and the
     Personal Property.

     Real Property.  The words "Real Property" mean the property,  interests and
     rights described above in the "Conveyance and Grant" section.

     Related Documents.  The words "Related  Documents" mean and include without
     limitation  all  promissory  notes,  credit  agreements,  loan  agreements,
     environmental agreements, guaranties, security agreements, mortgages, deeds
     of trust, and all other instruments,  agreements and documents, whether now
     or hereafter existing, executed in connection with the Indebtedness.

     Rents.  The word  "Rents"  means all  present and future  rents,  revenues,
     income,  issues,  royalties,  profits,  and other benefits derived from the
     Property.

     Trustee.  The word "Trustee"  means O. LeRoy STABLES,  Jr. and/or C. Taylor
     EVERETT and any substitute or successor  trustees.  If more than one person
     is named as trustee, the word "Trustee" means each such person.

THIS DEED OF TRUST,  INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST
IN THE RENTS  AND  PERSONAL  PROPERTY,  IS GIVEN TO SECURE  (1)  PAYMENT  OF THE
INDEBTEDNESS AND (2) PERFORMANCE OF ANY AND ALL OBLIGATIONS OF GRANTOR UNDER THE
NOTE, THE RELATED DOCUMENTS, AND THIS DEED OF TRUST. THIS DEED OF TRUST IS GIVEN
AND ACCEPTED ON THE FOLLOWING TERMS:

PAYMENT AND  PERFORMANCE.  Except as  otherwise  provided in this Deed of Trust,
Grantor  shall pay to Lender all  amounts  secured by this Deed of Trust as they
become due, and shall  strictly and in a timely manner  perform all of Grantor's
obligations under the Note, this Deed of Trust, and the Related Documents.

POSSESSION  AND  MAINTENANCE  OF THE  PROPERTY.  Grantor  agrees that  Grantor's
possession  and  use  of  the  Property  shall  be  governed  by  the  following
provisions:

     Possession and Use.  Until the  occurrence of an Event of Default,  Grantor
     may (a) remain in possession and control of the Property,  (b) use, operate
     or manage the Property, and (c) collect any Rents from the Property.

<PAGE>

05-01-1998                                                         DEED OF TRUST
Page 3
Loan No bl13711                   (Continued)

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

     Duty to  Maintain.  Grantor  shall  maintain  the  Property  in  tenantable
     condition and promptly perform all repairs,  replacements,  and maintenance
     necessary to preserve its value.

     Hazardous Substances.  The terms "hazardous waste," "hazardous  substance,"
     "disposal,"  "release," and  "threatened  release," as used in this Deed of
     Trust,  shall  have the same  meanings  as set  forth in the  Comprehensive
     Environmental  Response,  Compensation,  and  Liability  Act  of  1980,  as
     amended,  42  U.S.C.  Section  9601,  et  seq.  ("CERCLA"),  the  Superfund
     Amendments and  Reauthorization  Act of 1986, Pub. L. No. 99-499  ("SARA"),
     the  Hazardous  Materials  Transportation  Act, 49 U.S.C.  Section 1801, et
     seq., the Resource  Conservation and Recovery Act, 42 U.S.C.  Section 6901,
     et seq., or other applicable  state or Federal laws,  rules, or regulations
     adopted pursuant to any of the foregoing.  The terms "hazardous  waste" and
     "hazardous substance" shall also include, without limitation, petroleum and
     petroleum  by-products  or  any  fraction  thereof  and  asbestos.  Grantor
     represents  and warrants to Lender that: (a) During the period of Grantor's
     ownership of the Property, there has been no use, generation,  manufacture,
     storage,  treatment,   disposal,  release  or  threatened  release  of  any
     hazardous  waste or  substance by any person on,  under,  about or from the
     Property;  (b) Grantor has no knowledge of, or reason to believe that there
     has been,  except as previously  disclosed to and acknowledged by Lender in
     writing,  (i)  any  use,  generation,   manufacture,   storage,  treatment,
     disposal,  release,  or  threatened  release  of  any  hazardous  waste  or
     substance  on,  under,  about or from the  Property by any prior  owners or
     occupants of the Property or (ii) any actual or  threatened  litigation  or
     claims of any kind by any person  relating to such matters;  and (c) Except
     as  previously  disclosed  to and  acknowledged  by Lender in writing,  (i)
     neither Grantor nor any tenant, contractor,  agent or other authorized user
     of the Property shall use, generate, manufacture, store, treat, dispose of,
     or release any hazardous  waste or substance  on, under,  about or from the
     Property and (ii) any such activity  shall be conducted in compliance  with
     all applicable federal,  state, and local laws, regulations and ordinances,
     including  without  limitation  those  laws,  regulations,  and  ordinances
     described above. Grantor authorizes Lender and its agents to enter upon the
     Property to make such  inspections  and tests,  at  Grantor's  expense,  as
     Lender may deem  appropriate  to determine  compliance of the Property with
     this section of the Deed of Trust.  Any inspections or tests made by Lender
     shall be for  Lender's  purposes  only and shall not be construed to create
     any  responsibility or liability on the part of Lender to Grantor or to any
     other person. The representations and warranties contained herein are based
     on Grantor's  due  diligence in  investigating  the Property for  hazardous
     waste and hazardous substances.  Grantor hereby (a) releases and waives any
     future claims  against  Lender for indemnity or  contribution  in the event
     Grantor  becomes liable for cleanup or other costs under any such laws, and
     (b)  agrees to  indemnity  and hold  harmless  Lender  against  any and all
     claims, losses,  liabilities damages,  penalties, and expenses which Lender
     may directly or  indirectly  sustain or suffer  resulting  from a breach of
     this  section  of the  Deed  of  Trust  or as a  consequence  of  any  use,
     generation,  manufacture,  storage, disposal, release or threatened release
     of a hazardous waste or substance on the properties. The provisions of this
     section of the Deed of Trust, including the obligation to indemnity,  shall
     survive  the  payment  of  the   Indebtedness   and  the  satisfaction  and
     reconveyance of the lien of this Deed of Trust and shall not be affected by
     Lender's   acquisition  of  any  interest  in  the  Property,   whether  by
     foreclosure or otherwise.

     Nuisance,  Waste.  Grantor shall not cause,  conduct or permit any nuisance
     nor  commit,  permit,  or  suffer  any  stripping  of or waste on or to the
     Property or any portion of the Property. Without limiting the generality of
     the  foregoing,  Grantor  will not remove,  or grant to any other party the
     right to remove, any timber, minerals (including oil and gas), soil, gravel
     or rock products without the prior written consent of Lender.

     Removal  of  Improvements.   Grantor  shall  not  demolish  or  remove  any
     Improvements  from the Real Property  without the prior written  consent of
     Lender.  As a  condition  to the  removal of any  Improvements,  Lender may
     require Grantor to make arrangements satisfactory to Lender to replace such
     Improvements with Improvements of at least equal value.

     Lender's  Right to Enter.  Lender and its agents  and  representatives  may
     enter upon the Real Property at all reasonable  times to attend to Lender's
     interests and to inspect the Property for purposes of Grantor's  compliance
     with the terms and conditions of this Deed of Trust.

     Compliance with  Governmental  Requirements.  Grantor shall promptly comply
     with all laws, ordinances, and regulations,  now or hereafter in effect, of
     all  governmental  authorities  applicable  to the use or  occupancy of the
     Property,  including  without  limitation,  the Americans With Disabilities
     Act.  Grantor  may  contest  in good  faith  any such  law,  ordinance,  or
     regulation  and  withhold  compliance  during  any  proceeding,   including
     appropriate  appeals,  so long as Grantor  has  notified  Lender in writing
     prior to  doing  so and so long as,  in  Lender's  sole  opinion,  Lender's
     interests in the Property are not  jeopardized.  Lender may require Grantor
     to post  adequate  security or a surety bond,  satisfactory  to Lender,  to
     protect Lender's interest.

     Duty to Protect. Grantor agrees neither to abandon nor leave unattended the
     Property.  Grantor  shall do all other acts,  in addition to those acts set
     forth  above  in this  section,  which  from the  character  and use of the
     Property are necessary to protect and preserve the Property.


<PAGE>

05-01-1998                                                         DEED OF TRUST
Page 4
Loan No bl13711                   (Continued)

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

DUE ON SALE - CONSENT BY LENDER.  NOTICE - THE DEBT SECURED HEREBY IS SUBJECT TO
CALL IN  FULL OR THE  TERMS  THEREOF  BEING  MODIFIED  IN THE  EVENT  OF SALE OR
CONVEYANCE  OF  THE  PROPERTY  CONVEYED.  Lender  may,  at its  option,  declare
immediately due and payable all sums secured by this Deed of Trust upon the sale
or transfer,  without the Lender's prior written consent,  of all or any part of
the Real Property,  or any interest in the Real  Property.  A "sale or transfer"
means the conveyance of Real Property or any right,  title or interest  therein;
whether  legal,  beneficial  or  equitable;  whether  voluntary or  involuntary;
whether by outright  sale,  deed,  installment  sale  contract,  land  contract,
contract for deed,  leasehold interest with a term greater than three (3) years,
lease-option  contract,  or by sale,  assignment,  or transfer of any beneficial
interest in or to any land trust holding title to the Real  Property,  or by any
other  method of  conveyance  of Real  Property  interest.  If any  Grantor is a
corporation,  partnership or limited liability  company,  transfer also includes
any change in ownership  of-more than  twenty-five  percent  (25%) of the voting
stock, partnership interests or limited liability company interests, as the case
may be, of Grantor.  However,  this option  shall not be  exercised by Lender if
such exercise is prohibited by federal law or by Virginia law.

TAXES AND LIENS. The following provisions relating to the taxes and liens on the
Property are a part of this Deed of Trust.

        Payment.  Grantor  shall  pay  when  due  (and in all  events  prior  to
        delinquency) all taxes, special taxes,  assessments,  charges (including
        water and sewer),  fines and impositions levied against or on account of
        the Property,  and shall pay when due all claims for work done on or for
        services rendered or material  furnished to the Property.  Grantor shall
        maintain the Property free of all liens having priority over of equal to
        the interest of Lender under this Deed of Trust,  except for the lien of
        taxes and assessments  not due and except as otherwise  provided in this
        Deed of Trust.

        Right To Contest.  Grantor may withhold payment of any tax,  assessment,
        or claim in connection  with a good faith dispute over the obligation to
        pay, so long as Lender's interest in the Property is not jeopardized. If
        a lien  arises  or is filed as a result  of  nonpayment,  Grantor  shall
        within  fifteen  (15) days after the lien arises or, if a lien is filed,
        within fifteen (15) days after Grantor has notice of the filing,  secure
        the  discharge  of the lien,  or if  requested  by Lender,  deposit with
        Lender cash or a  sufficient  corporate  surety  bond or other  security
        satisfactory  to Lender in an amount  sufficient  to discharge  the lien
        plus any costs and attorneys' fees or other charges that could accrue as
        a result of a  foreclosure  or sale  gander  the lien.  In any  contest,
        Grantor  shall  defend  itself and Lender and shall  satisfy any adverse
        judgment  before  enforcement  against the Property.  Grantor shall name
        Lender as an additional  obligee under any surety bond  furnished in the
        contest proceedings.

     Evidence  of  Payment.   Grantor  shall  upon  demand   furnish  to  Lender
     satisfactory  evidence  of  payment of the taxes or  assessments  and shall
     authorize the appropriate governmental official to deliver to Lender at any
     time a written statement of the taxes and assessments against the Property.

     Notice of  Construction.  Grantor shall notify Lender at least fifteen (15)
     days before any work is  commenced,  any  services  are  furnished,  or any
     materials  are  supplied  to  the  Property,   if  any   mechanic's   lien,
     materialmen's lien, or other lien could be asserted on account of the work,
     services,  or  materials.  Grantor will upon  request of Lender  furnish to
     Lender advance assurances  satisfactory to Lender that Grantor can and will
     pay the cost of such improvements.

PROPERTY DAMAGE  INSURANCE.  The following  provisions  relating to insuring the
Property are a part of this Deed of Trust.

     Maintenance  of Insurance.  Grantor shall procure and maintain  policies of
     fire  insurance  with  standard   extended   coverage   endorsements  on  a
     replacement basis for the full insurable value covering all Improvements on
     the Real  Property  in an amount  sufficient  to avoid  application  of any
     coinsurance  clause,  and  with a  standard  mortgagee  clause  in favor of
     Lender.  Grantor  shall also  procure and  maintain  comprehensive  general
     liability  insurance  in such  coverage  amounts as Lender may request with
     trustee and Lender  being named as  additional  insureds in such  liability
     insurance  policies.  Additionally,   Grantor  shall  maintain  such  other
     insurance,  including but not limited to hazard, business interruption, and
     boiler insurance, as Lender may require. Policies shall be written in form,
     amounts,  coverages and basis  acceptable to Lender and issued by a company
     or companies  acceptable to Lender.  Grantor,  upon request of Lender, will
     deliver  to  Lender  from  time to time the  policies  or  certificates  of
     insurance  in form  satisfactory  to Lender,  including  stipulations  that
     coverages will not be cancelled or diminished  without at least twenty (20)
     days' prior  written  notice to Lender.  Each  insurance  policy also shall
     include an endorsement  providing that coverage in favor of Lender will not
     be  impaired  in any way by any act,  omission or default of Grantor or any
     other  person.  Should the Real  Property at any time become  located in an
     area designated by the Director of the Federal Emergency  Management Agency
     as a special  flood  hazard  area,  Grantor  agrees to obtain and  maintain
     Federal Flood Insurance for the full unpaid principal  balance of the loan,
     up to the maximum  policy  limits set under the  National  Flood  Insurance
     Program, or as otherwise required by Lender, and to maintain such insurance
     for the term of the loan.

<PAGE>

05-01-1998                                                         DEED OF TRUST
Page 2
Loan No bl13711                   (Continued)

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

     Application of Proceeds.  Grantor shall promptly  notify Lender of any loss
     or damage to the  Property.  Lender may make proof of loss if Grantor fails
     to do so within fifteen (15) days of the casualty.  Whether or not Lender's
     security is impaired,  Lender may, at its election,  receive and retain the
     proceeds of any  insurance  and apply the proceeds to the  reduction of the
     Indebtedness,   payment  of  any  lien  affecting  the  Property,   or  the
     restoration  and  repair of the  Property.  If  Lender  elects to apply the
     proceeds to  restoration  and repair,  Grantor  shall repair or replace the
     damaged  or  destroyed  Improvements  in a manner  satisfactory  to Lender.
     Lender shall, upon satisfactory proof of such expenditure, pay or reimburse
     Grantor from the proceeds for the reasonable  cost of repair or restoration
     if Grantor is not in default under this Deed of Trust.  Any proceeds  which
     have not been  disbursed  within 180 days  after  their  receipt  and which
     Lender has not committed to the repair or restoration of the Property shall
     be used first to pay any amount  owing to Lender  under this Deed of Trust,
     then to pay accrued interest,  and the remainder,  if any, shall be applied
     to the principal balance of the Indebtedness.  If Lender holds any proceeds
     after payment in full of the  Indebtedness,  such proceeds shall be paid to
     Grantor as Grantor's interests may appear.

     Unexpired  Insurance at Sale.  Any unexpired  insurance  shall inure to the
     benefit of, and pass to, the purchaser of the Property covered by this Deed
     of Trust at any trustee's  sale or other sale held under the  provisions of
     this Deed of Trust, or at any foreclosure sale of such Property.

     Grantor's  Report on  Insurance.  Upon request of Lender,  however not more
     than once a year, Grantor shall furnish to Lender a report on each existing
     policy of insurance  showing:  (a) the name of the  insurer;  (b) the risks
     insured;  (c) the amount of the policy; (d) the property insured,  the then
     current  replacement value of such property,  and the manner of determining
     that value; and (e) the expiration date of the policy.  Grantor shall, upon
     request of Lender,  have an independent  appraiser  satisfactory  to Lender
     determine the cash value replacement cost of the Property.

EXPENDITURES  BY LENDER.  If Grantor  fails to comply with any provision of this
Deed of Trust, or if any action or proceeding is commenced that would materially
affect Lender's  interests in the Property,  Lender on Grantor's behalf may, but
shall not be required  to, take any action that Lender  deems  appropriate.  Any
amount that Lender  expends in so doing will bear  interest at the rate provided
for in the  Note  from  the  date  incurred  or paid by  Lender  to the  date of
repayment by Grantor. All such expenses, at Lender's option, will (a) be payable
on demand,  (b) be added to the balance of the Note and be apportioned among and
be payable  with any  installment  payments to become due during  either (i) the
term of any applicable  insurance policy or (ii) the remaining term of the Note,
or (c) be treated  as a balloon  payment  which  will be due and  payable at the
Note's  maturity.  This Deed of Trust also will secure payment of these amounts.
The rights  provided  for in this  paragraph  shall be in  addition to any other
rights or any  remedies  to which  Lender  may be  entitled  on  account  of the
default.  Any such action by Lender shall not be construed as curing the default
so as to bar Lender from any remedy that it otherwise would have had.

WARRANTY;  DEFENSE OF TITLE. The following  provisions  relating to ownership of
the Property are a part of this Deed of Trust.

     Title.  Grantor  warrants  generally  that:  (a)  Grantor  holds  good  and
     marketable title to the Property in fee simple, free and clear of all liens
     and  encumbrances   other  than  those  set  forth  in  the  Real  Property
     description or in any title insurance policy,  title report, or final title
     opinion issued in favor of, and accepted by, Lender in connection with this
     Deed of Trust, and (b) Grantor has the full right,  power, and authority to
     execute and deliver this Deed of Trust to Lender.

     Defense of Title.  Subject to the exception in the paragraph above, Grantor
     warrants  and will  forever  defend the title to the  Property  against the
     lawful  claims of all  persons.  In the event any action or  proceeding  is
     commenced  that  questions  Grantor's  title or the  interest of Trustee or
     Lender  under  this Deed of  Trust,  Grantor  shall  defend  the  action at
     Grantor's expense. Grantor may be the nominal party in such proceeding, but
     Lender  shall  be  entitled  to  participate  in the  proceeding  and to be
     represented  in the  proceeding  by counsel of  Lender's  own  choice,  and
     Grantor will deliver, or cause to be delivered,  to Lender such instruments
     as Lender may request from time to time to permit such participation.

     Compliance With Laws.  Grantor warrants that the Property and Grantor's use
     of the Property complies with all existing applicable laws, ordinances, and
     regulations of governmental authorities.

CONDEMNATION.  The following provisions relating to condemnation proceedings are
a part of this Deed of Trust.

        Application  of Net  Proceeds.  If all or any  part of the  Property  is
        condemned by eminent domain proceedings or by any proceeding or purchase
        in lieu of condemnation,  Lender may at its election require that all or
        any  portion  of  the  net  proceeds  of the  award  be  applied  to the
        Indebtedness  or the  repair or  restoration  of the  Property.  The net
        proceeds  of the  award  shall  mean  the  award  after  payment  of all
        reasonable costs,  expenses,  and attorneys' fees incurred by Trustee or
        Lender in connection with the condemnation.


<PAGE>

05-01-1998                                                         DEED OF TRUST
Page 6
Loan No bl13711                   (Continued)

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

        Proceedings.  If any proceeding in condemnation is filed,  Grantor shall
        promptly notify Lender in writing,  and Grantor shall promptly take such
        steps as may be  necessary  to defend  the  action and obtain the award.
        Grantor may be the nominal party in such proceeding, but Lender shall be
        entitled to  participate  in the proceeding and to be represented in the
        proceeding  by counsel of its own choice,  and Grantor  will  deliver or
        cause to be delivered to Lender such  instruments as may be requested by
        it from time to time to permit such participation.

IMPOSITION OF TAXES, FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following
provisions  relating to governmental taxes, fees and. charges are a part of this
Deed of Trust:

         Current Taxes, Fees and Charges. Upon request by Lender,  Grantor shall
         execute  such  documents  in  addition  to this  Deed of Trust and take
         whatever  other  action is  requested by Lender to perfect and continue
         Lender's lien on the Real Property.  Grantor shall reimburse Lender for
         all taxes, as described below,  together with all expenses  incurred in
         recording,  perfecting  or  continuing  this Deed of  Trust,  including
         without  limitation  all taxes,  fees,  documentary  stamps,  and other
         charges for recording or registering this Deed of Trust.

         Taxes.  The  following  shall  constitute  taxes to which this  section
         applies: (a) a specific tax upon this type of Deed of Trust or upon all
         or any part of the  Indebtedness  secured by this Deed of Trust.  (b) a
         specific  tax on Grantor  which  Grantor is  authorized  or required to
         deduct from payments on the  Indebtedness  secured by this type of Deed
         of Trust;  (c) a tax on this type of Deed of Trust  chargeable  against
         the Lender or the holder of the Note;  and (d) a specific tax on all or
         any  portion  of the  Indebtedness  or on  payments  of  principal  and
         interest made by Grantor.

         Subsequent  Taxes.  If any tax to which this section applies is enacted
         subsequent  to the date of this Deed  Trust,  this event shall have the
         same effect as an Event of Default (as defined  below),  and Lender may
         exercise any or all of its  available  remedies for an Event of Default
         as  provided  below  unless  Grantor  either (a) pays the tax before it
         becomes  delinquent,  or (b) contests the tax as provided  above in the
         Taxes and Liens  section and deposits  with Lender cash or a sufficient
         corporate surety bond of (other security satisfactory to Lender.

SECURITY AGREEMENT;  FINANCING STATEMENTS.  The following provisions relating to
this Deed of Trust as a security agreement are a part of this Deed of Trust.

        Security   Agreement.   This  instrument  shall  constitute  a  security
        agreement  to the extent any of the  Property  constitutes  fixtures  or
        other  personal  property,  and Lender shall have all of the rights of a
        secured party under the Uniform  Commercial Code as amended from time to
        time.

        Security  Interest.  Upon  request  by  Lender,  Grantor  shall  execute
        financing  statements  and take  whatever  other  action is requested by
        Lender to perfect and continue  Lender's  security interest in the Rents
        and Personal  Property.  In addition to recording  this Deed of Trust in
        the real property  records,  Lender may, at any time and without further
        authorization  from  Grantor,  file  executed  counterparts,  copies  or
        reproductions  of this Deed of Trust as a financing  statement.  Grantor
        shall  reimburse  Lender for all  expenses  incurred  in  perfecting  or
        continuing this security interest. Upon default,  Grantor shall assemble
        the Personal  Property in a manner and at a place  convenient  to Lender
        and make it available to Lender promptly following Lender's request.

        Addresses. The mailing addresses of Grantor (debtor) and Lender (secured
        party), from which information  concerning the security interest granted
        by this Deed of Trust may be  obtained  (each as required by the Uniform
        Commercial Code), are as stated on the first page of this Deed of Trust.

FURTHER  ASSURANCES;  ATTORNEY-IN-FACT.  The  following  provisions  relating to
further assurances and attorney-in-fact are a part of this Deed of Trust.

Further Assurances.  At any time, and from time to time, upon request of Lender,
Grantor will make,  execute and deliver,  or will cause to be made,  executed or
delivered,  to Lender or to Lender's  designee,  and when  requested  by Lender,
cause to be filed, recorded, refiled, or rerecorded, as the case may be, at such
times and in such offices and places as Lender may deem appropriate, any and all
such mortgages,  deeds of trust, security deeds, security agreements,  financing
statements,   continuation   statements,   instruments  of  further   assurance,
certificates,  and other  documents  as may, in the sole  opinion of Lender,  be
necessary or desirable in order to effectuate,  complete,  perfect, continue, or
preserve (a) the obligations of Grantor under the Note, this Deed of Trust,  and
the Related Documents,  and (b) the liens and security interests created by this
Deed of Trust as first and prior  liens on the  Property,  whether  now owned or
hereafter  acquired  by  Grantor.  Unless  prohibited  by law or  agreed  to the
contrary by Lender in writing,

<PAGE>

05-01-1998                                                         DEED OF TRUST
Page 7
Loan No bl13711                   (Continued)

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


        Grantor shall  reimburse  Lender for all costs and expenses  incurred in
        connection with the matters referred to in this paragraph.

        Attorney-in-Fact.  If Grantor fails to do any of the things  referred to
        in the  preceding  paragraph,  Lender  may do so for and in the  name of
        Grantor and at Grantor's  expense.  For such  purposes,  Grantor  hereby
        irrevocably  appoints  Lender  as  Grantor's  attorney-in-fact  for  the
        purpose of making, executing,  delivering,  filing, recording, and doing
        all other  things as may be  necessary or  desirable,  in Lender's  sole
        opinion,  to  accomplish  the  matters  referred  to  in  the  preceding
        paragraph.

FULL  PERFORMANCE.  If Grantor pays all the Indebtedness when due, and otherwise
performs all the  obligations  imposed  upon  Grantor  under this Deed of Trust,
Lender shall execute and deliver to Trustee a request for full  reconveyance and
shall execute and deliver to Grantor  suitable  statements of termination of any
financing  statement on file evidencing  Lender's security interest in the Rents
and the Personal Property. Any reconveyance fee required by law shall be paid by
Grantor, if permitted by applicable law.

DEFAULT.  Each of the following,  at the option of Lender,  shall  constitute an
event of default ("Event of Default") under this Deed of Trust:

         Default on  Indebtedness.  Failure of Grantor to make any payment  when
         due on the Indebtedness.

         Default on Other Payments.  Failure of Grantor within the time required
         by this Deed of Trust to make any  payment for taxes or  insurance,  or
         any other payment necessary to prevent filing of or to effect discharge
         of any lien.

         Default  in Favor of Third  Parties.  Should  Borrower  or any  Grantor
         default  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  or any Grantor's  ability to repay the Loans or
         perform their respective obligations under this Deed of Trust or any of
         the Related Documents.

         Compliance  Default.  Failure of Grantor to comply with any other term,
         obligation,  covenant or condition contained in this Deed of Trust, the
         Note or in any of the Related Documents.

     False  Statements.  Any  warranty,  representation  or  statement  made  or
     furnished  to Lender by or on behalf of  Grantor  under this Deed of Trust,
     the Note or the Related  Documents is false or  misleading  in any material
     respect, either now or at the time made or furnished.

     Defective  Collateralization.  This  Deed of  Trust  or any of the  Related
     Documents ceases to be in full force and effect  (including  failure of any
     collateral  documents to create a valid and perfected  security interest or
     lien) at any time and for any reason.

     Insolvency.  The  dissolution or  termination  of Grantor's  existence as a
     going  business,  the insolvency of Grantor,  the appointment of a receiver
     for any part of  Grantor's  property,  any  assignment  for the  benefit of
     creditors,  any  type  of  creditor  workout,  or the  commencement  of any
     proceeding under any bankruptcy or insolvency laws by or against Grantor.

     Foreclosure,  Forfeiture,  etc.  Commencement  of foreclosure or forfeiture
     proceedings, whether by judicial proceeding, self-help, repossession or any
     other  method,  by any  creditor of Grantor or by any  governmental  agency
     against any of the Property.  However,  this subsection  shall not apply in
     the  event  of a good  faith  dispute  by  Grantor  as to the  validity  or
     reasonableness  of the  claim  which  is the  basis of the  foreclosure  or
     forfeiture proceeding, provided that Grantor gives Lender written notice of
     such  claim  and  furnishes  reserves  or  a  surety  bond  for  the  claim
     satisfactory to Lender.

     Breach of Other  Agreement.  Any breach by  Grantor  under the terms of any
     other agreement  between Grantor and Lender that is not remedied within any
     grace period provided therein,  including without  limitation any agreement
     concerning  any  indebtedness  or other  obligation  of  Grantor to Lender,
     whether existing now or later.

     Events Affecting Guarantor. Any of the preceding events occurs with respect
     to any  Guarantor  of any of the  Indebtedness  or any  Guarantor  dies  or
     becomes  incompetent,  or revokes or disputes the validity of, or liability
     under, any Guaranty of the Indebtedness.

     Adverse  Change.  A material  adverse change occurs in Grantor's  financial
     condition, or Lender believes the prospect of payment or performance of the
     Indebtedness is impaired.

     Insecurity.  Lender in good faith deems itself insecure.

<PAGE>

05-01-1998                                                         DEED OF TRUST
Page 8
Loan No bl13711                   (Continued)

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

RIGHTS AND REMEDIES ON DEFAULT.  Upon the occurrence of any Event of Default and
at any time thereafter,  Trustee or Lender, at its option,  may exercise any one
or more of the following rights and remedies, in addition to any other rights or
remedies provided by law:

     Accelerate Indebtedness.  Lender shall have the right at its option without
     notice to Grantor to declare the entire  Indebtedness  immediately  due and
     payable,  including any prepayment  penalty which Grantor would be required
     to pay.  This right is in addition to all other  rights given to holders of
     promissory notes under Title 55 of the Code of Virginia.

     Foreclosure.  With  respect  to all or any part of the Real  Property,  the
     Trustee  shall have the right to foreclose  by notice and sale,  and Lender
     shall have the right to foreclose by judicial  foreclosure,  in either case
     in  accordance  with and to the full  extent  provided by  applicable  law.
     Grantor  expressly  waives and releases any  requirement or obligation that
     Lender or Trustee present evidence or otherwise proceed before any court or
     other judicial or  quasi-judicial  body as a  precondition  to or otherwise
     incident to the exercise of the powers of sale  authorized  by this Deed of
     Trust.  The  proceeds of sale shall be applied by Trustee as  follows:  (a)
     first, to pay all proper advertising expenses,  auctioneer's allowance, the
     expenses,  if any,  required  to  correct  any  irregularity  in the title,
     premium for Trustee's bond,  auditor's fee,  attorneys' fees, and all other
     expenses of sale incurred in or about the  protection and execution of this
     Deed of Trust, and all moneys advanced for taxes,  assessments,  insurance,
     and with interest  thereon at the rate provided in the Note,  and all taxes
     and  assessments  due upon the  Property at time of sale,  and to retain as
     compensation a commission of five percent (5%) on the amount of the sale or
     sales;  (b) second,  to pay the whole amount then  remaining  unpaid on the
     Indebtedness;  (c)  third,  to pay liens of  record  against  the  Property
     according to their priority of lien and to the extent that funds  remaining
     in Trustee's hands are available; and (d) last, to pay the remainder of the
     proceeds, if any, to Grantor,  Grantor's heirs,  personal  representatives,
     successors  or assigns upon the delivery and  surrender to the purchaser of
     possession  of  the   Property,   less  costs  and  expenses  of  obtaining
     possession.

     UCC  Remedies.  With respect to all or any part of the  Personal  Property,
     Lender shall have all the rights and remedies of a secured  party under the
     Uniform Commercial Code.

     Collect Rents.  Lender shall have the right,  without notice to Grantor, to
     take possession of and manage the Property and collect the Rents, including
     amounts  past due and unpaid,  and apply the net  proceeds,  over and above
     Lender's  costs,  against the  Indebtedness.  In furtherance of this right,
     Lender  may  require  any  tenant  or other  user of the  Property  to make
     payments of rent or use fees directly to Lender. If the Rents are collected
     by  Lender,  then  Grantor  irrevocably   designates  Lender  as  Grantor's
     attorney-in-fact to endorse instruments  received in payment thereof in the
     name of  Grantor  and to  negotiate  the same  and  collect  the  proceeds.
     Payments by tenants or other users to Lender in response to Lender's demand
     shall satisfy the obligations  for which the payments are made,  whether or
     not any proper  grounds for the demand  existed.  Lender may  exercise  its
     rights under this  subparagraph  either in person,  by agent,  or through a
     receiver.

     Appoint Receiver.  Lender shall have the right to have a receiver appointed
     to take  possession of all or any part of the  Property,  with the power to
     protect  and  preserve  the  Property,  to operate the  Property  preceding
     foreclosure  or sale,  and to collect the Rents from the Property and apply
     the  proceeds,  over and above the cost of the  receivership,  against  the
     Indebtedness.  The  receiver  may serve  without  bond if permitted by law.
     Lender's right to the  appointment of a receiver shall exist whether or not
     the  apparent  value  of  the  Property   exceeds  the  Indebtedness  by  a
     substantial amount. Employment by Lender shall not disqualify a person from
     serving as a receiver.

     Tenancy at  Sufferance.  If Grantor  remains in  possession of the Property
     after the Property is sold as provided  above or Lender  otherwise  becomes
     entitled to  possession  of the Property  upon default of Grantor,  Grantor
     shall  become a tenant at  sufferance  of Lender  or the  purchaser  of the
     Property and shall, at Lender's option,  either (a) pay a reasonable rental
     for the use of the Property,  or (b) vacate the Property  immediately  upon
     the demand of Lender.

     Other  Remedies.  Trustee or Lender  shall  have any other  right or remedy
     provided in this Deed of Trust or the Note or by law.

     Notice of Sale. Lender shall give Grantor reasonable notice of the time and
     place of any  public  sale of the  Personal  Property  or of the time after
     which  any  private  sale or other  intended  disposition  of the  Personal
     Property is to be made.  Reasonable notice shall mean notice given at least
     fourteen (14) days before the time of the sale or disposition.  Any sale of
     Personal  Property  may be made in  conjunction  with  any sale of the Real
     Property.

Sale of the Property.  To the extent permitted by applicable law, Grantor hereby
waives any and all rights to have the Property  marshalled.  In  exercising  its
rights and remedies, the Trustee or Lender shall be free to sell all

<PAGE>

05-01-1998                                                         DEED OF TRUST
Page 9
Loan No bl13711                   (Continued)

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

     or any  part of the  Property  together  or  separately,  in one sale or by
     separate  sales.  Lender shall be entitled to bid at any public sale on all
     or any portion of the Property.

     Waiver;  Election  of  Remedies.  A waiver  by any  party of a breach  of a
     provision  of this  Deed of Trust  shall  not  constitute  a  waiver  of or
     prejudice the party's  rights  otherwise to demand strict  compliance  with
     that  provision  or any other  provision.  Election by Lender to pursue any
     remedy provided in this Deed of Trust,  the Note, in any Related  Document,
     or provided by law shall not exclude  pursuit of any other  remedy,  and an
     election to make expenditures or to take action to perform an obligation of
     Grantor  under this Deed of Trust after failure of Grantor to perform shall
     not affect  Lender's  right to declare a default and to exercise any of its
     remedies.

     Attorneys'  Fees;  Expenses.  If  Lender  institutes  any suit or action to
     enforce any of the terms of this Deed of Trust, Lender shall be entitled to
     recover such sum as the court may adjudge  reasonable as attorneys' fees at
     trial and on any appeal.  Whether or not any court action is involved,  all
     reasonable  expenses  incurred  by Lender  which in  Lender's  opinion  are
     necessary at any time for the protection of its interest or the enforcement
     of its rights shall become a part of the Indebtedness payable on demand and
     shall bear  interest  at the Note rate from the date of  expenditure  until
     repaid.  Expenses covered by this paragraph  include,  without  limitation,
     however subject to any limits under applicable law,  Lender's attorney fees
     equal to 25.000% of the  principal  balance due on the Note  whether or not
     there  is a  lawsuit,  including  attorney  fees  equal to  25.000%  of the
     principal  balance due on the Note for  bankruptcy  proceedings  (including
     efforts to modify or vacate any automatic stay or injunction),  appeals and
     any anticipated  post-judgment  collection services,  the cost of searching
     records,   obtaining  title  reports   (including   foreclosure   reports),
     surveyors'  reports,  appraisal  fees,  title  insurance,  and fees for the
     Trustee,  to the extent  permitted by applicable law. Grantor also will pay
     any court costs, in addition to all other sums provided by law.

     Rights of  Trustee.  Trustee  shall  have all of the  rights  and duties of
     Lender as set forth in this section.

POWERS AND  OBLIGATIONS  OF TRUSTEE.  The following  provisions  relating to the
powers and obligations of Trustee are part of this Deed of Trust.

         Powers of Trustee.  In  addition to all powers of Trustee  arising as a
         matter of law,  Trustee  (and each of them if more than one) shall have
         the power to take the  following  actions  with respect to the Property
         upon the written  request of Lender and Grantor:  (a) join in preparing
         and filing a map or plat of the Real Property, including the dedication
         of streets or other  rights to the  public;  (b) join in  granting  any
         easement or creating any restriction on the Real Property; and (c) join
         in any subordination or other agreement affecting this Deed of Trust or
         the interest of Lender under this Deed of Trust.

         Obligations  to Notify.  Trustee  shall not be  obligated to notify any
         other party of a pending sale under any other trust deed or lien, or of
         any action or proceeding in which Grantor,  Lender, or Trustee shall be
         a party, unless the action or proceeding is brought by Trustee.

         Trustee.  Trustee  shall meet all  qualifications  required for Trustee
         under  applicable law. In addition to the rights and remedies set forth
         above,  with  respect to all or any part of the  Property,  the Trustee
         shall have the right to foreclose by notice and sale,  and Lender shall
         have the right to foreclose by judicial foreclosure,  in either case in
         accordance with and to the full extent provided by applicable law.

         Successor  Trustee.  Lender,  at Lender's option, at any time hereafter
         and without prior notice and without  specifying  any reason,  may from
         time to time  appoint a  successor  Trustee  to any  Trustee  appointed
         hereunder  by an  instrument  executed and  acknowledged  by Lender and
         recorded in the office in the jurisdiction where this Deed of Trust has
         been recorded.  The instrument shall contain,  in addition to all other
         matters  required  by state  law,  the  names of the  original  Lender,
         Trustee,  and  Grantor,  the book and page  where this Deed of Trust is
         recorded, and the name of the successor trustee and the county, city or
         town in which he or she resides,  and the instrument  shall be executed
         and acknowledged by Lender or its successors in interest. The successor
         trustee,  without conveyance of the Property,  shall succeed to all the
         title,  power,  and duties  conferred  upon the Trustee in this Deed of
         Trust and by applicable law. This procedure for substitution of trustee
         shall govern to the exclusion of all other provisions for substitution.

         Power to Act Separately. If more than one Trustee is named in this Deed
         of Trust,  any Trustee may act alone,  without the joinder of any other
         Trustee,  to  exercise  any or all the  powers  given  to the  Trustees
         collectively in this Deed of Trust or by applicable law.

NOTICES TO GRANTOR AND OTHER PARTIES.  Any notice under this Deed of Trust shall
be in writing, may be sent by telefacsimile  (unless otherwise required by law),
and  shall be  effective  when  actually  delivered,  or when  deposited  with a
nationally  recognized  overnight  courier,  or,  if  mailed,  shall  be  deemed
effective  when  deposited in the United  States mail first class,  certified or
registered  mail,  postage  prepaid,  directed to the  addresses  shown near the
beginning  of this Deed of Trust.  Any party may change its  address for notices
under this

<PAGE>

05-01-1998                                                         DEED OF TRUST
Page 10
Loan No bl13711                   (Continued)

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

Deed of Trust by giving formal written  notice to the other parties,  specifying
that the purpose of the notice is to change the party's  address.  All copies of
notices of foreclosure  from the holder of any lien which has priority over this
Deed of Trust shall be sent to Lender's address,  as shown near the beginning of
this Deed of Trust.  For  notice  purposes,  Grantor  agrees to keep  Lender and
Trustee informed at all times of Grantor's current address.

MISCELLANEOUS  PROVISIONS.  The following miscellaneous provisions are a part of
this Deed of Trust:

         Amendments.  This Deed of Trust,  together with any Related  Documents,
         constitutes the entire understanding and agreement of the parties as to
         the  manners  set  forth in this  Deed of Trust.  No  alteration  of or
         amendment  to this Deed of Trust  shall be  effective  unless  given in
         writing  and  signed by the party or  parties  sought to be  charged or
         bound by the alteration or amendment.

         Annual  Reports.  If the  Property  is used  for  purposes  other  than
         Grantor's  residence,  Grantor shall furnish to Lender, upon request, a
         certified  statement of net operating income received from the Property
         during Grantor's previous fiscal year in such form and detail as Lender
         shall require. "Net operating income" shall mean all cash receipts from
         the Property less all cash  expenditures  made in  connection  with the
         operation of the Property.

         Applicable Law. This Deed of Trust shall be governed by,  construed and
         enforced in accordance  with the laws of the  Commonwealth of Virginia.
         Lender  and  Grantor  hereby  waive the right to any jury  trial in any
         action, proceeding, or counterclaim brought by either party against the
         other.

         Caption  Headings.  Caption  headings  in this  Deed of  Trust  are for
         convenience purposes only and are not to be used to interpret or define
         the provisions of this Deed of Trust.

         Merger.  There shall be no merger of the interest or estate  created by
         this Deed of Trust with any other interest or estate in the Property at
         any time held by or for the benefit of Lender in any capacity,  without
         the written consent of Lender.

     Multiple  Parties;  Corporate  Authority.  All obligations of Grantor under
     this  Deed of Trust  shall be joint  and  several,  and all  references  to
     Grantor  shall  mean each and every  Grantor.  This  means that each of the
     persons  signing below is responsible  for all  obligations in this Deed of
     Trust.

     Severability.  If a court of competent  jurisdiction finds any provision of
     this  Deed of Trust to be  invalid  or  unenforceable  as to any  person or
     circumstance,  such  finding  shall not render  that  provision  invalid or
     unenforceable as to any other persons or  circumstances.  If feasible,  any
     such  offending  provision  shall be deemed to be modified to be within the
     limits of enforceability or validity;  however,  if the offending provision
     cannot be so  modified,  it shall be stricken and all other  provisions  of
     this  Deed  of  Trust  in  all  other   respects  shall  remain  valid  and
     enforceable.

     Successors and Assigns.  Subject to the limitations  stated in this Deed of
     Trust on  transfer  of  Grantor's  interest,  this  Deed of Trust  shall be
     binding upon and inure to the benefit of the parties, their heirs, personal
     representatives,  successors  and  assigns.  If  ownership  of the Property
     becomes  vested in a person other than Grantor,  Lender,  without notice to
     Grantor,  may deal with Grantor's successors with reference to this Deed of
     Trust and the  Indebtedness  by way of  forbearance  or  extension  without
     releasing  Grantor from the  obligations of this Deed of Trust or liability
     under the Indebtedness.

     Time Is of the Essence.  Time is of the essence in the  performance of this
     Deed of Trust.

     Waivers and Consents.  Lender shall not be deemed to have waived any rights
     under  this  Deed of Trust (or under the  Related  Documents)  unless  such
     waiver is in writing and signed by Lender. No delay or omission on the part
     of Lender in  exercising  any right shall operate as a waiver of such right
     or any other  right.  A waiver by any party of a provision  of this Deed of
     Trust shall not  constitute  a waiver of or  prejudice  the  party's  right
     otherwise  to demand  strict  compliance  with that  provision or any other
     provision.  No prior  waiver by Lender,  nor any course of dealing  between
     Lender and Grantor,  shall constitute a waiver of any of Lender's rights or
     any of  Grantor's  obligations  as to  any  future  transactions.  Whenever
     consent by Lender is required in this Deed of Trust,  the  granting of such
     consent by Lender in any instance shall not constitute  continuing  consent
     to subsequent instances where such consent is required.

     Waiver of  Homestead  Exemption.  Grantor  waives the benefit on  Grantor's
     homestead exemption as to this obligation.



<PAGE>

05-01-1998                                                         DEED OF TRUST
Page 11
Loan No bl13711                   (Continued)

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

EACH GRANTOR  ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS DEED OF TRUST,
AND EACH GRANTOR AGREES TO ITS TERMS.

GRANTOR:

SPURLOCK ADHESIVES, INC.


By:          /s/ Phillip S. Sumpter        (SEAL)
     --------------------------------------
      Phillip S. SUMPTER, CHAIRMAN & CEO


By:          /s/ Irvine R. Spurlock        (SEAL)
     --------------------------------------
      IRVINE R. SPURLOCK, PRESIDENT


--------------------------------------------------------------------------------

                            CORPORATE ACKNOWLEDGMENT


STATE OF Virginia          )
                           )    ss
COUNTY OF Sussex           )

On this  1st  day of May,  1998,  before  me,  the  undersigned  Notary  Public,
personally appeared PHILLIP S. SUMPTER,  CHAIRMAN & CEO; and IRVINE R. SPURLOCK,
PRESIDENT of Spurlock  Adhesives,  Inc., and known to me to be authorized agents
of the corporation  that executed the Deed of Trust and acknowledged the Deed of
Trust to be the free and voluntary act and deed of the corporation, by authority
of its  Bylaws  or by  resolution  of its board of  directors,  for the uses and
purposes  therein  mentioned,  and on oath  stated that they are  authorized  to
execute  this Deed of Trust and in fact  executed the Deed of Trust on behalf of
the corporation.
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<CAPTION>
<S>                                      <C>
By: /s/ Peggy K Seward                   Residing at 1271 Huntington Road, Waverly, VA 23890  
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Notary Public in and for Virginia        My commission expires 2-28-2002                      
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