Exhibit 10.2


                                 PROMISSORY NOTE

$      254,250.00                               Date   August 13          , 1997
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Office       512
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Spurlock Adhesives, Inc. (the "Borrower"),  for value received,  promises to pay
to the  order  of  KEYBANK  OF NEW  YORK  (the  "Bank")  the sum of Two  Hundred
Fifty-Four Thousand Two Hundred Fifty Dollars ($254,250.00) (the "Principal") at
the Bank's main office or at any branch  office at the rate and according to the
terms indicated below (check applicable payment arrangement):

1. Rate.  The  Borrower  shall pay  interest  at the rate  indicated  below (the
"Interest  Rate").  Interest  shall be  computed on the basis of a 360 day year.
This means that each day a periodic  rate is calculated by dividing the Interest
Rate by 360;  this daily  rate is then  applied  to the  outstanding  balance to
determine each day's interest.
                 
         a.     | |     A fixed Interest Rate of ___ percent per year.
         b.     |X|     A variable Interest Rate equal to the Base Rate (the
                        "Index")  plus a margin of 0.00  percent  per year.  THE
                        INDEX IS DEFINED ON THE BACK OF THIS NOTE.  The Interest
                        Rate will change  without  notice to the  Borrower:  
                        |X| each  time the  Index  changes.
                        | | _______________ starting ________________. 
                        At the present time, the Index is 8.50 percent and the 
                        Interest Rate is 8.50 percent.

2. Repayment Terms.  The Borrower will repay this Note in accordance  with the
schedule checked as follows:
a. |_|     Demand. On Demand, the Borrower will pay the Principal with interest 
           from this date until the  Principal  is fully  repaid.  Although  the
           Principal and interest continue to be payable on Demand, the Borrower
           agrees to pay accrued interest on the ______ day of each ____________
           hereafter until this Note is paid in full.
b. |X|     Time. On September 12, 1997, (the "Due Date"), the Borrower will pay 
           the Principal plus accrued interest. After the Due Date, the Borrower
           will pay additional  interest on any unpaid Principal at the interest
           rate.
c. | |     Discount. On ________, 19___, (the "Due Date"), the Borrower will pay
           the  Principal.  If this  repayment  option is selected,  the Bank is
           taking  interest in advance by deducting it from the  Principal.  For
           Discount  loans  "Principal"  includes  the  loan  proceeds  plus the
           interest taken in advance.  After the Due Date, the Borrower will pay
           additional interest on any unpaid amount at ________.
d. | |     Term Payments. The Borrower will pay the Principal with interest from
           today  until  payment in full of all  amounts  due  according  to the
           schedule  indicated  below.  If the following box is checked |_|, the
           Borrower will pay a late charge of _____% of any payment that is more
           than ______ days late.
           i.     _________ consecutive ___________ payments of accrued interest
                  commencing on ________,  19___ and payable on the same date of
                  each   successive   calendar   ___________   thereafter   plus
                  __________   consecutive   ________   Principal   payments  of
                  $________ each, commencing on ________,  19___, and payable on
                  the same date of each  successive  ________  thereafter  and a
                  final Principal  payment of $________ due on ________,  19___,
                  when  all  unpaid  interest  and  principal  shall  be due and
                  payable.
           ii.    ______ consecutive ___________ Principal and interest payments
                  of $________ each, commencing on ________,  19___, and payable
                  on the same date of each successive  _____________  thereafter
                  until ________, 19___, when the remaining unpaid Principal and
                  interest   shall  be  due  and   payable.   Additionally,   an
                  interest-only payment shall be due on ________, 19___. If this
                  is a  variable  Interest  Rate  note and any ____  payment  is
                  insufficient  to pay all accrued  interest,  the Borrower will
                  pay any such  insufficiency on demand. If the Interest Rate is
                  variable,  the Bank will adjust the payment schedule each ____
                  starting ________, 19___, to an amount that would amortize the
                  Principal  balance due on this Note in equal ________ payments
                  over the remaining term at the Interest Rate then in effect.
           iii.   ______________________________________________________________
                  ______________________________________________________________
                  ______________________________________________________________
                  ______________________________________________________________
3. Security.  To protect the Bank if the  Borrower  defaults on this Note,  the
Borrower hereby pledges and grants the Bank a security interest in the following
property (the "Collateral"):
________________________________________________________________________________
________________________________________________________________________________
The  security  interest  granted  above  is  subject  to and  includes  all  the
provisions of a Security  Agreement  dated  ________  and/or,  in the event real
property is being used as  security,  a mortgage  dated  ________.  
4. Term Loan Agreement.  If the  following  box is  checked  |_|,  this Note is
executed  under the terms of a Term Loan  Agreement or Line of Credit  Agreement
dated ________ 19___.
5. General.  If the following  box is checked |X|, the Borrower  represents  and
warrants that this Note  evidences a loan for business or  commercial  purposes.
The Borrower  agrees that the  provisions  on the reverse side of this  document
constitute a part of this Note. By signing this Note, the Borrower  agrees to be
legally bound to all the terms, promises, and provisions contained in it.

                                           Spurlock Adhesives, Inc.
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         Name (please print)                         Name (please print)

                                           /s/ Phillip S. Sumpter
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             Signature                                  Signature

                                           P.O. Box 8, Waverly, VA 23890
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              Address                                     Address