Exhibit 10.49

                                                                [EXECUTION COPY]

                             UNCONDITIONAL GUARANTY


         This  UNCONDITIONAL  GUARANTY (this "Guaranty") dated as of the 8th day
of  April,  1998 (the  "Guaranty")  is given by HAROLD  N.  SPURLOCK,  SR.  (the
"Guarantor"),  resident of Petersburg,  Virginia, to Spurlock Adhesives, Inc., a
Virginia corporation (the "Corporation").

         WHEREAS,  the  Corporation,   Spurlock  Industries,  Inc.,  a  Virginia
corporation  ("Spurlock  Industries"),  Spurlock Family Limited Partnership (the
"Partnership"),  H. Norman  Spurlock,  Jr. and the Guarantor have entered into a
certain  Settlement  Agreement dated April 8, 1998 (the "Settlement  Agreement")
regarding  the  settlement  of certain  claims of the  Corporation  and Spurlock
Industries against H. Norman Spurlock , Jr.; and

         WHEREAS,  the  Corporation  is  unwilling to enter into and perform the
Settlement Agreement unless it receives a guaranty from the Guarantor,  who is a
limited partner of the Partnership  and the parent of H. Norman  Spurlock,  Jr.,
with respect to the Liabilities,  as hereinafter defined, of H. Norman Spurlock,
Jr. to the Corporation.

                                   AGREEMENT:

         NOW THEREFORE, for and in consideration of the premises, and other good
and valuable consideration, the receipt and adequacy of which the parties hereby
acknowledge, the parties covenant and agree as follows:

         Section 1.     Definitions and Interpretation.

                        (a)     Unless the context  indicates  otherwise,  words
used in this Guaranty in the singular  number will be deemed to include words in
the plural  number,  and vice  versa,  and words in one gender will be deemed to
include words in the other genders.

                        (b)     The section  headings are for  convenience  only
and neither limit nor amplify the provisions of this Guaranty.

                        (c)     The  term  "Note"  as used  shall  refer to that
certain  Promissory Note dated April 8, 1998 made by the Partnership  payable to
the Corporation in the original face amount of $375,000.00.

                        (d)     The term "Pledge and Security  Agreement"  shall
refer to that certain Pledge and Security  Agreement  dated April 8, 1998 by and
between the Partnership and the Corporation.

                        (e)     The   term   "Debtor"   shall   refer   to   the
Partnership.

                        (f)     The term "Bankruptcy  Code" shall refer to Title
11 of the United States Code.

<PAGE>

         Section 2.     Guaranty.   The    Guarantor   hereby    unconditionally
guarantees to the Corporation,  without offset or deduction, the full and prompt
payment  of (a)  the  obligations  evidenced  by the  Note,  and  all  renewals,
extensions,  modifications and substitutions therefor, and (b) the reimbursement
to the  Corporation  for any and all costs,  expenses and reasonable  attorney's
fees  incurred  in  connection  with  either the  collection  of the Note or the
protection of the Corporation's security, rights or remedies with respect to the
Note or this  Guaranty.  The  foregoing  listed  in (a) and (b)  shall be herein
referred to as the "Liabilities."

         Section 3.     Guaranty  Unconditional.  The duties and  obligations of
the Guarantor hereunder will be absolute, continuing and unconditional.  Without
limiting the  generality of the  foregoing,  this Guaranty will not be released,
discharged or otherwise affected by:

                        (a)     any extension, renewal, compromise,  settlement,
waiver or release of any of the  Liabilities  of any other  maker,  endorser  or
guarantor  (each of the  foregoing  sometimes  herein  referred to as a "Party")
under any instrument or document evidencing, guaranteeing or securing any of the
Liabilities  including  without  limitation  the Note,  the Pledge and  Security
Agreement,  this  Guaranty  and  the  Settlement  Agreement  (collectively,  the
"Settlement Documents");

                        (b)     any amendment, modification or supplement to the
Note, the Pledge and Security Agreement,  the Settlement  Agreement or any other
Settlement Document;

                        (c)     any failure to perfect a lien  granted by any of
the  Settlement  Documents  with  respect to any of the Pledged  Collateral  (as
defined in the Pledge and Security  Agreement),  the release of any such lien or
the substitution or exchange of any security for any of the Liabilities;

                        (d)     any  change  in  the  structure,   existence  or
ownership  of the  Debtor  or the  filing  or  entry  of a  final  order  in any
insolvency, bankruptcy, reorganization or other similar proceeding affecting the
Debtor or its assets or releasing  any Party from any of its  obligations  under
any of the Settlement Documents;

                        (e)     the  existence  of any  claim,  set-off or other
right  that  the  Guarantor  may  have  at any  time  against  the  Debtor,  the
Corporation  or any Party,  whether  arising  from the  execution  of any of the
Settlement  Documents or otherwise,  provided that nothing contained herein will
prevent the assertion of such a claim in a separate suit;

                        (f)     the unenforceability,  for any reason, of any of
the duties or obligations of any Party under any of the Settlement Documents;

                        (g)     the Corporation selling, exchanging,  releasing,
surrendering,  realizing upon or otherwise  dealing with or in any manner and in
any order any  collateral  or security at any time held by or  available  to the
Corporation  for any Liability,  or for the obligation of the Guarantor,  or for
the  obligation  of any person  secondarily  or otherwise  liable for any of the
Liabilities;

                        (h)     the failure of the  Corporation:  (i) to file or
enforce a claim  against any other Party (or its estate in a bankruptcy or other
proceeding);  (ii) to give notice of the  creation or  incurring by any Party of
any new or additional  indebtedness or obligation with respect to a Liability or
under the Settlement Documents;  (iii) to commence any action against any Party;
(iv) to  disclose to the



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<PAGE>

Guarantor any facts that the  Corporation  may now or hereafter know with regard
to the Debtor; or (v) to proceed with due diligence to collect any amount due to
it under any of the Settlement Documents or to realize upon any collateral for a
Liability; or

                        (i)     any other  act,  failure  to act or delay of any
kind by the  Debtor,  any  Party  or the  Corporation  that  might,  but for the
provisions of this Section 3,  constitute a legal or equitable  discharge of the
Guarantor's obligations hereunder.

         Section 4.     Discharge;  Reinstatement in Certain Circumstances. This
Guaranty  will remain in full force and effect until the  principal and interest
of the Note and all of the other Liabilities have been paid or performed in full
and until a period of one (1) year,  beginning with the date of the last payment
made by or on behalf of the  Debtor,  has  elapsed  during  which no petition in
bankruptcy has been filed by or against the Debtor or any other Party. If at any
time any  payment  or  performance  by the  Debtor  under any of the  Settlement
Documents  is  rescinded  or is required  to be restored or returned  because of
insolvency, bankruptcy, reorganization or otherwise, the Guarantor's obligations
hereunder  with respect to such payment or  performance  will be  reinstated  as
though  such  payment  had been  due or  performance  required,  but not paid or
performed at the time of such  rescission or requirement.  The Guarantor  agrees
that payment or  performance  of any of the  Liabilities or other acts that toll
any statute of  limitations  applicable  to the  Liabilities  will also toll the
statute of limitations applicable to the Guarantor's liability hereunder.

         Section 5.     Subrogation.  The Guarantor shall not exercise any right
of subrogation in and to the Liabilities or to all or any part of  Corporation's
interest therein, until the Liabilities have been paid in full.

         Section 6.     Subordination.  The Guarantor  hereby  subordinates  all
indebtedness  of the Debtor  owing to the  Guarantor,  whether  now  existing or
hereafter arising,  to the full and prompt payment and performance,  as and when
due,  of all of the  Liabilities,  together  with all  interest  thereon and all
costs,  expenses and reasonable  attorneys'  fees in connection  therewith.  Any
amount  received  by  the  Guarantor  as  payment  on or  with  respect  to  the
subordinated   indebtedness   subsequent  to  any  default  in  the  payment  or
performance  of the  Liabilities  will be  retained  and  held in  trust  by the
Guarantor solely for the benefit of the Corporation.

         Section 7.     Stay of  Acceleration.  If  acceleration of the time for
payment of any amount payable by the Debtor pursuant to the Settlement Documents
is stayed upon  insolvency  or  bankruptcy,  such  amount and all other  amounts
subject  to  acceleration  under the  terms of the  Settlement  Documents  will,
nevertheless, be due and payable by the Guarantor on demand by the Corporation.

         Section 8.     Rights of  Corporation  Not  Impaired.  No lawful act or
omission of any kind or at any time by the  Corporation in respect of any matter
whatsoever  will in any way affect or impair the  rights of the  Corporation  to
enforce any right, power or benefit of the Corporation under this Guaranty,  and
no  set-off,  claim,  diminution  of any  obligation,  or defense of any kind or
nature  that the  Guarantor  has or may have  against  the  Corporation  will be
available  against  the  Corporation  in  any  suit  or  action  brought  by the
Corporation  to enforce any of its rights under this  Guaranty.  Nothing in this
Guaranty  will be construed as a waiver by the Guarantor of any rights or claims
he may have against the  Corporation  under this Guaranty or otherwise,  but any
recovery  upon  such  rights  and  claims  will  be  had  from  the  Corporation
separately,  it being the intent of this Guaranty  that the  Guarantor  shall be


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<PAGE>

obligated,   unconditionally  and  absolutely,  to  perform  fully  all  of  his
obligations hereunder for the benefit of the Corporation.

         Section 9.     Debtor's  Affairs.   The  Guarantor  represents  to  the
Corporation that the Guarantor has knowledge of the Debtor's financial condition
and affairs  and agrees that the  Guarantor  will keep  himself  informed of the
Debtor's  financial  condition and affairs so long as this Guaranty is in force.
The Guarantor  further  agrees that the  Corporation  will have no obligation to
investigate the Debtor's  financial  condition or affairs for the benefit of the
Guarantor or to advise the Guarantor of any fact  respecting,  or any change in,
the Debtor's financial  condition or affairs that might come to the knowledge of
the Corporation at any time, whether or not the Corporation knows or believes or
has  reason to know or  believe  that any such fact or change is  unknown to the
Guarantor  or might  (or does)  materially  increase  the risk of the  Guarantor
hereunder.

         Section 10.    Representations  of  Guarantor.   The  Guarantor  hereby
represents and warrants the following to the Corporation:

                        (a)     The  Guarantor  is fully  capable and  empowered
(being under no legal  restriction,  limitation  or  disability)  to enter into,
execute and deliver this Guaranty and to perform his obligations hereunder.

                        (b)     He has duly executed and delivered this Guaranty
for valuable legal  consideration,  and this Guaranty  constitutes the valid and
binding  obligation of the Guarantor  enforceable in accordance  with its terms,
except as such enforceability may be affected by bankruptcy and other insolvency
laws and general principles of equity.

                        (c)     Other  than a  certain  lawsuit  in  the  United
States District Court for the District of Colorado,  Civil Action No. 97-D-2214,
styled  Lee  Rasmussen,  Minority  Shareholder  of  Record,  et al. v.  Spurlock
Industries,  Inc.,  et  al.,  there  are  no  pending  or,  to the  best  of the
Guarantor's knowledge,  threatened actions, suits, proceedings or investigations
of a legal, equitable, regulatory, administrative or legislative nature that, if
adversely  determined,  might have a material  adverse  effect on his  business,
assets,  condition  (financial  or  otherwise)  or  prospects  or his ability to
perform the Guarantor's obligations under this Guaranty.

                        (d)     To the best of his knowledge, after due inquiry,
no  event  that  would  constitute  an  Event  of  Default  has  occurred  or is
continuing.

         Section 11.    Financial Statements.  The Guarantor will furnish to the
Corporation,  upon request by the Corporation,  within 120 days after the end of
each calendar year, a statement of the Guarantor's  financial  condition,  as of
the end of such calendar year, in such detail as the  Corporation may reasonably
request.

         Section 12.    Corporation's  Right of Set-Off.  Upon the occurrence of
any Event of Default, the Corporation is hereby irrevocably  authorized,  at any
time and from time to time  without  notice to the  Guarantor,  any such  notice
being expressly waived, to set-off,  appropriate and apply any amount, including
any account,  rebate,  holdback or claim,  whether or not matured,  owing by the
Corporation to or for the account of the Guarantor, or any part thereof, against
the obligations of the Guarantor to the Corporation hereunder. The rights of the
Corporation  under  this  Section  12 are in



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<PAGE>

addition to any other rights and remedies that the Corporation may have.

         Section 13.    Venue.  The  Guarantor  agrees that any suit,  action or
proceeding  arising out of or relating to this Guaranty may be instituted in the
Circuit  Court  of the  City of  Richmond,  Virginia,  or in the  United  States
District Court for the Eastern District of Virginia,  Richmond  Division (to the
extent that such court has jurisdiction),  at the option of the Corporation, and
the Guarantor  hereby  waives any  objection  that he may have to such venue and
irrevocably  submits to the  jurisdiction  of either of such  courts in any such
suit,  action  or  proceeding.  Nothing  herein  will  affect  the  right of the
Corporation to proceed against the Guarantor in any other jurisdiction.

         Section 14.    Subsequent/Prior  Guaranty. A subsequent guaranty by the
Guarantor  will not be deemed to be in lieu of or to supersede or terminate this
Guaranty, but will be construed as an additional or supplemental guaranty unless
otherwise  expressly  provided therein;  and in the event that the Guarantor has
given the Corporation a previous  guaranty or guaranties,  this Guaranty will be
construed to be an additional or supplemental  guaranty, and not in lieu thereof
or to  terminate  such  previous  guaranty or  guaranties,  unless  expressly so
provided herein or therein.

         Section 15.    Events  of  Default.  Any one or  more of the  following
events shall constitute a default ("Event of Default") under this Guaranty:

                        (a)     False    Statement:    If    any    certificate,
representation,  warranty, statement or other writing made herein or heretofore,
now or hereafter  furnished to the  Corporation by or on behalf of the Guarantor
in  connection  with  the  Settlement  Documents  is  discovered  to  have  been
incorrect, incomplete or misleading in any material respect on or as of the date
made or deemed made;

                        (b)     Termination of Liability: If the Guarantor seeks
to terminate the Guarantor's liability under this Guaranty; or

                        (c)     Default by Debtor:  Default by the Debtor  under
the Note or the Pledge and Security  Agreement or a breach by the Partnership of
the Settlement Agreement.

         Section 16.    Remedies.  Whenever  any  Event of  Default  shall  have
happened  and be  continuing,  the  Corporation  or other  holder  of any of the
Liabilities  (a) may declare the entire unpaid  principal of and interest on the
Liabilities  to be  immediately  due and payable,  (b) may take whatever  action
under the Settlement Documents,  at law or in equity, as may appear necessary or
desirable to collect  payments then due or thereafter to become due hereunder or
to enforce observance or performance of any covenant,  condition or agreement of
the Guarantor under this Guaranty,  or (c) may,  immediately and without further
action by the  Corporation,  set-off  against any obligation of the Guarantor to
the Corporation hereunder,  all money owed by the Corporation in any capacity to
the Guarantor and to apply the same against the Liabilities.

         Section 17.    Successors and Assigns.  This Guaranty will inure to the
benefit of and be binding on the parties and their  respective  heirs,  personal
representatives, successors and assigns.

         Section 18.    Severability.  If any  provision of this Guaranty or the
application  thereof  in any  circumstance  is  held  to be  unenforceable,  the
remainder  of this  Guaranty  will  not be  affected  thereby  and  will  remain
enforceable.


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         Section 19.    Applicable  Law.  This Guaranty will be governed by, and
construed in accordance with, the laws of the Commonwealth of Virginia.

         Section 20.    Notices,  Demands and  Requests.  All notices,  demands,
requests and other  communications  required or permitted  hereunder  must be in
writing  and will be deemed  to have  been  given  when  delivered  in person or
received by certified mail, postage prepaid,  return receipt  requested,  (i) to
the Guarantor,  at his address set forth below opposite his signature,  and (ii)
to the  Corporation,  at its  address  set forth in the Note,  or to such  other
persons or addresses as the party entitled to notice has specified in writing to
the other parties from time to time.

         Section 21.    Waiver.  The  Guarantor  hereby  waives,  to the  extent
permitted by law,  (i) the  benefits of Sections  49-25 and 49-26 of the Code of
Virginia (1950), as amended,  and any amendments thereto or any similar statutes
or rules of law, (ii) the benefit of any homestead or similar  exemption,  state
or federal,  with respect to his obligations  hereunder,  (iii) notice of any of
the matters referred to in Section 3 of this Guaranty, (iv) notice of acceptance
of  this  Guaranty,  (v)  presentment  and  demand  for  payment  of  any of the
Liabilities, (vi) protest and notice of dishonor or nonpayment of any Liability,
and (vii) any demand (except as expressly specified herein),  proof or notice of
nonpayment, or failure to pay or perform any of the Liabilities.

         Section 22.    Amendments.   This   Guaranty   may  only  be   amended,
supplemented or terminated in writing, signed by all of the parties.

         Section 23.    Entire  Agreement.  This  Guaranty  expresses the entire
understanding,  and all  agreements,  between  the parties  with  respect to the
subject matter hereof.

         Section 24.    Appointment  of  Secretary of the  Commonwealth.  If the
Corporation  is unable to obtain  prompt legal service upon the Guarantor at the
address  shown for the  Guarantor  herein,  the  Guarantor  hereby  appoints the
Secretary of the  Commonwealth  of Virginia as his agent for the  acceptance  of
substituted  service of process upon the Guarantor.  It is understood and agreed
that the Guarantor  hereby submits to the in personam  jurisdiction  of any duly
constituted  Court of the  Commonwealth  of Virginia (upon  compliance  with the
procedural laws and rules of the  Commonwealth  of Virginia)  wherein any action
may be brought by the holder of any Obligation.

         Section 25.    Notice.  YOU ARE GUARANTEEING THE OBLIGATIONS  DESCRIBED
IN THIS  GUARANTY.  IF FOR ANY  REASON THE  DEBTOR  DOES NOT PAY OR PERFORM  THE
DEBTOR'S  OBLIGATIONS,  YOU WILL HAVE TO PAY OR PERFORM THE DEBTOR'S OBLIGATIONS
AT  YOUR  EXPENSE.  UPON  DEFAULT,  THE  CORPORATION  CAN  COLLECT  ALL  OF  THE
OBLIGATIONS  FROM YOU WITHOUT FIRST  ATTEMPTING  TO COLLECT FROM THE DEBTOR.  BY
SIGNING THIS GUARANTY,  YOU AGREE THAT YOU HAVE RECEIVED  COPIES OF AND HAVE HAD
AN OPPORTUNITY  TO REVIEW ALL OF THE DOCUMENTS  REFERRED TO IN THIS GUARANTY AND
THE DOCUMENTS  DESCRIBED  THEREIN WITH YOUR COUNSEL AND  UNDERSTAND  THE NATURE,
EXTENT,  AND LEGAL AND  PRACTICAL  CONSEQUENCES  OF YOUR  LIABILITY  UNDER  THIS
GUARANTY.


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         WITNESS the following signature.



                                        /s/ Harold N. Spurlock, Sr.
                                        ----------------------------------------
                                        Harold N. Spurlock, Sr.

                                        Address: 1616 Blair Road
                                                 Petersburg, Virginia 23805




COMMONWEALTH OF VIRGINIA       )
                               ) to-wit:
CITY/COUNTY OF RICHMOND        )

         The foregoing  instrument was  acknowledged  before me this 10th day of
April, 1998, by Harold N. Spurlock, Sr.

         My commission expires: 01/31/2000
                                ----------


                                                /s/
                                                --------------------------------
                                                Notary Public



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