Exhibit 10.28

This Indenture                              State of New York         )
                                            County of                 )ss.:
Made the 9th day of October                 Recorded on the __ day of _______
Nineteen Hundred and Ninety-Seven           A.D., 19__ at _____ o'clock ___M
                                            in liber ____ of Deeds at Page ____
                                            and examined.
                                                                       Clerk

Between

SPURLOCK ADHESIVES, INC., a corporation having an address of 5090 General Mahone
Highway, Waverly, Virginia 23890,

                                                    party of the first part, and

COUNTY OF SARATOGA  INDUSTRIAL  DEVELOPMENT AGENCY, a public benefit corporation
having an address of Saratoga  County  Municipal  Center,  40  McMaster  Street,
Ballston Spa, New York 12020

                                                       party of the second part,

         Witnesseth  that the party of the first part, in  consideration  of Ten
Dollars  ($10.00)  lawful money of the United States and other good and valuable
consideration  paid by the  party of the  second  part,  does  hereby  grant and
release unto the party of the second part, its  successors and assigns  forever,
all

         THAT TRACT OR PARCEL OF LAND, situate in the Town of Moreau,  County of
Saratoga and State of New York more fully  described as Lot Number 3 as shown on
subdivision maps of Moreau  Industrial Park prepared by The Saratoga  Associates
and filed in the  Saratoga  County  Clerk's  Office on March 18,  1992 in drawer
#M-348 A-Z and AA-DD;  and as  modified  by revised  subdivision  maps of Moreau
Industrial  Park prepared by The Saratoga  Associates  and filed in the Saratoga
County  Clerk's  Office on  February  16, 1994 in drawer  #M-398,  A-S and being
further bounded and described as follows:

         BEGINNING  at a point  marked with a capped iron rod found at the point
of  intersection  of the easterly  line of Farnan Road with the common  division
line of Lot No. 4 to the  north and Lot No. 3 to the south as shown on said map;
thence  from  said  point of  beginning  along  said  common  division  line the
following five (5) courses and distances:
     1)  North 90 deg. 00 min. 00 sec. East,  347.86 feet to a point marked with
         a capped iron rod found;
     2)  South 00 deg. 00 min. 00 sec. West, 32.63 feet to a point marked with a
         capped iron rod found;
     3)  North 90 deg. 00 min. 00 sec. East,  191.52 feet to a point marked with
         a capped iron rod found;
     4)  North 00 deg. 00 min. 00 sec. East, 32.63 feet to a point marked with a
         capped iron rod found;
     5)  North  90 deg.  00 min.  00 sec.  East,  680.17  feet to the  point  of
intersection  of the westerly line of Lot No. 5 with the common division line of
Lot No. 4 to the north  and Lot No. 3 to the south as shown on said map;  thence
along said westerly line,  South 16 deg. 10 min. 56 sec. West,  102.04 feet to a
point in the  northwesterly  line of lands of The  State of New York as shown on
said map,  said point also being at the 145 foot  elevation;  thence  along said
northwesterly  and the  westerly  line of lands  of The  State of New York as it
winds and turns along the 145 foot  elevation in a southerly  direction  712 +/-
feet to the point of intersection of said westerly line of lands of The State of
New York with the common  division  line of Lot No. 3 to the north and Lot No. 2
to the south as shown on said map, the last course having a tie-line of South 33
deg. 02 min. 30 sec. West,  699.47 feet; thence along said common division line,
South 90 deg. 00 min. 00 sec. West,  865.65 feet to a point marked with a capped
iron rod found at the point of  intersection of the easterly line of Farnan Road
with the  common  division  line of Lot No. 3 to the  north and Lot No. 2 to the
south as shown on said map;  thence  along  said  easterly  line in a  northerly
direction the following four (4) courses and distances:
     1)  North  00  deg.  00 min.  00  sec.  West,  116.35  feet  to a point  of
         curvature;
     2)  Along a curve to the right an arc  length of 464.05  feet to a point of
         tangency, said curve having a radius of 2,773.32 feet and a delta angle
         of 09 deg. 35 min. 13 sec.;
     3)  North 09 deg. 35 min. 13 sec. East, 50.00 feet to a point of curvature;
     4)  Along a curve to the left an arc  length of 57.49  feet to the point or
place of  beginning,  said curve  having a radius of  2,294.42  feet and a delta
angle of 01 deg. 26 min. 08 sec., said parcel containing 16.37 +/- acres of land
and being Lot No. 3 as shown on said map.

         BEING the same  premises  conveyed  by deed dated  August 13, 1997 from
Town of Moreau to Spurlock  Adhesives  Incorporated and recorded in the Saratoga
County Clerk's Office on August 19, 1997 in Book 1468 of Deeds at Page 770.

         SUBJECT TO ALL EASEMENTS OF RECORD.

         THIS  CONVEYANCE  DOES NOT CONSTITUTE ALL OR  SUBSTANTIALLY  ALL OF THE
ASSETS OF THE PARTY OF THE FIRST PART AND HAS BEEN MADE IN THE  ORDINARY  COURSE
OF BUSINESS OF THE PARTY OF THE FIRST PART.


<PAGE>

         Together  with the  appurtenances  and all the estate and rights of the
party of the first part in and to said premises,

         To have and to hold the premises  herein  granted unto the party of the
second part, its heirs and assigns forever.

         And said party of the first part covenants as follows:

         First,  That the party of the  second  part  shall  quietly  enjoy said
premises;

         Second,  That said party of the first  part will  forever  Warrant  the
title to said premises.

         Third,  That, in  Compliance  with Sec. 13 of the Lien Law, the grantor
will receive the  consideration  for this  conveyance and will hold the right to
receive such  consideration  as a trust fund to be applied first for the purpose
of paying  the cost of the  improvement  and will  apply  the same  first to the
payment of the cost of the improvement before using any part of the total of the
same for any other purpose.

         In Witness  Whereof,  the party of the first part has  hereunto set its
hand the day and year first above written.

In Presence of                            SPURLOCK ADHESIVES, INC.


                                          By: /s/ Phillip S. Sumpter
                                              -----------------------------
                                          Name: Phillip S. Sumpter
                                                ---------------------------
                                          Title: Executive Vice President
                                                 --------------------------



State of New York          )
                           )ss.:
County of SARATOGA         )

                  On   this  9th  day  of   October   Nineteen   Hundred   and
Ninety-Seven, before me personally came Phillip S. Sumpter, to me known,
who  being  by  me  duly   sworn,   did  depose  and  say  that  he  resides  in
Waverly, Virginia, that he is the Exec Vice President of SPURLOCK ADHESIVES,
INC., the corporation  described in and which executed the foregoing instrument,
and that he signed his name  thereto by order of the Board of  Directors of said
corporation.


                                                /s/ Theresa C. Priest
                                                --------------------------------
                                                Notary Public

                                                       THERESA C. PRIEST
                                                Notary Public, State of New York
                                                 Washington County #01PR4921971
                                                Commission Expires Feb. 28, 1998




RECORD AND RETURN:

James A. Carminucci, Esq.
Lemery & Reid, P.C.
10 Railroad Place
Saratoga Springs, New York  12866