EXHIBIT 10.2

                     [SPURLOCK INDUSTRIES, INC. LETTERHEAD]







March 4, 1998

To:      Kirk Passopulo

From:    Phil Sumpter

Dear Kirk,

The  purpose  of this  memorandum  is to  document  our  agreement  relative  to
severance  compensation  should the company decide to terminate your employment.
This arrangement is in recognition of twenty four years of service with Spurlock
Adhesives in a number of responsible  positions and for your willingness to make
a transition from a plant operations environment into a corporate role.

If the company chooses to end your employment you will be entitled to salary and
benefits  continuation,  at your current rate of  compensation,  for a period of
twelve months from the date of  termination.  The use of a company  vehicle will
end coincident with your date of termination.

Regards,

/s/ Phillip S. Sumpter

Chairman & CEO