EXHIBIT 10.1 [SPURLOCK INDUSTRIES, INC. LETTERHEAD] March 4, 1998 To: Larry Birkholz From: Phil Sumpter Dear Larry, The purpose of this memorandum is to document our agreement relative to severance compensation should the company decide to terminate...

                                  EXHIBIT 10.1

                     [XXXXXXXX INDUSTRIES, INC. LETTERHEAD]







March 4, 1998

To:      Xxxxx Xxxxxxxx

From:    Xxxx Xxxxxxx

Dear Xxxxx,

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 the  circumstances  under which you joined
the company and the critical nature of your position.

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 six
months from the date of termination.

Regards,

/s/ Xxxxxxx X. Xxxxxxx

Chairman & CEO