<SUBMISSION>
<ACCESSION-NUMBER>0000914317-01-000250
<TYPE>10-K
<PUBLIC-DOCUMENT-COUNT>6
<PERIOD>20001231
<FILING-DATE>20010330
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>BALTEK CORP
<CIK>0000009442
<ASSIGNED-SIC>2430
<IRS-NUMBER>132646117
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-K
<ACT>34
<FILE-NUMBER>000-07395
<FILM-NUMBER>1586119
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>10 FAIRWAY CT
<STREET2>P O BOX 195
<CITY>NORTHVALE
<STATE>NJ
<ZIP>07647
<PHONE>2017671400
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>10 FAIRWAY COURT
<STREET2>P O BOX 195
<CITY>NORTHVALE
<STATE>NJ
<ZIP>07647
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>HKL CORP
<DATE-CHANGED>19730906
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>FORM 10-K
<TEXT>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934



  For the Fiscal Year Ended                            Commission file number
    December 31, 2000                                         2-44764

                               BALTEK CORPORATION
             (Exact name of registrant as specified in its charter)

             Delaware                                        13-2646117
  (State or other jurisdiction of                        (I.R.S. Employer
  incorporation or organization)                        Identification No.)

             10 Fairway Court
               P.O. Box 195                                   07647
          Northvale, New Jersey                             (Zip Code)
 (Address of principal executive offices)

                  Registrant's telephone number: (201) 767-1400

          Securities Registered pursuant to Section 12(b) of the Act:
                                      None

          Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $1.00 Par Value
                                (Title of Class)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

Yes     X       No
    --------       --------

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best  of  the  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [ ]

     The  aggregate  market value of the voting stock held by  nonaffiliates  on
March 2, 2001 amounted to $9,622,000.

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common  stock as of the latest  practicable  date,  March 7, 2001:  2,523,261
shares, Common Stock, $1.00 par value.

     Documents  incorporated by reference:  Portions of the  registrant's  proxy
statement  dated  April  27,  2001 for use in  connection  with its 2001  annual
meeting of stockholders  are incorporated by reference in Part II of this Annual
Report on Form 10-K to the extent set forth in items 10, 11 and 12 hereof.


<PAGE>


                                     PART I

Item 1.           BUSINESS

Principal Products

         The registrant and its subsidiaries  (hereinafter collectively referred
to as the "Company") is a multinational manufacturing and marketing company. The
Company  operates  in two  lines  of  business:  1)  supplying  core  materials,
primarily balsa wood and balsa wood products,  linear and  cross-linked PVC foam
products,  and non-woven polyester mat, and 2) seafood,  including  aquaculture,
the farming  and  processing  of shrimp,  and as an  importer.  The foam and mat
products,  together with the Company's balsa products, position the Company as a
complete  supplier to the composite  structural core market.  The core materials
are  typically  used by the  Company's  customers  to  manufacture  a variety of
products by  laminating  metal or  fiberglass  reinforced  plastic skins to both
sides of the core material,  thereby creating a sandwich structure. The products
manufactured by the Company's customers include fiberglass boats, aircraft cargo
pallets,  aircraft  flooring,   fiberglass  storage  and  processing  tanks  and
fiberglass  tub and shower  bottoms.  Balsa  lumber is used  mostly by the hobby
industry to manufacture model airplanes.

         The  Company  mills and  sells  graded  and  finished  balsa  lumber in
standard  sizes and balsa wood  strips  and  blocks.  "Standard  sizes" of balsa
lumber are  measured in  boardfeet  (12" x 12" x 1") for the  English  system of
measure or in cubic meters for the metric system of measure. Shipments to Europe
(except the U.K.) and Japan are made in cubic meters while shipments to the U.S.
and the U.K. are in  boardfeet.  The Company,  for  production  and  statistical
purposes,  converts all metric  measurements into boardfeet,  thus the Company's
"standard" is boardfeet.  The Company also  manufactures  and sells  custom-made
bonded panels,  bonded blocks of balsa wood, and a flexible balsa wood block mat
called  "Contourkore."  Glued-up balsa blocks are marketed in two ways.  Part is
sold directly to customers in block or panel form, the balance is shipped to the
Company's factory in Northvale,  NJ for further  processing into Contourkore and
other products.

         The  Company's  mat products  are  imported  from Holland and Japan and
resold without further  manufacturing.  These products are marketed as "Coremat"
and "BaltekMat," principally to the pleasure boat industry.

         The  Company  is  the  sole  North  American  source  and  nonexclusive
distributor in Central and South America of Airex(R) (a registered  trademark of
Alusuisse Airex AG) and Airlite(TM),  structural PVC foam products.  The foam is
purchased from Airex for further processing in the U.S. and is sold to customers
as rigid or flexible panels in various thicknesses.

         The Company is also in the seafood business,  including aquaculture and
as an  importer.  The  aquaculture  business,  specifically  shrimp  farming  in
Ecuador,  South America,  consists of a hatchery, two farms and a packing plant.
Shrimp  larvae are  supplied by the  hatchery to the farms,  and after  harvest,
transferred  to the  packing  plant for  processing  and  shipment.  The Company
supplies  frozen blocks that are purchased in wholesale  quantities by importers
and/or large processors. Typically these companies buy container loads of shrimp
and then either  distribute them to other users or process and redistribute them
as cooked,  breaded or  repacked  products.  They are sold under their own brand
names and to a very large  network of smaller  specialized  users and  retailers
(supermarkets,  restaurants,  etc.).  The  Company  also  operates  as a seafood
importer,  purchasing  various types of seafood products such as shrimp,  salmon
and lobster from independent  producers located  throughout the world and shrimp
from the Company's own farms.  The products are then sold to customers,  such as
seafood  distributors,  primarily in the United States.


<PAGE>

The Company  maintains a variety of products in inventory for the convenience of
its customers in addition to arranging  simultaneous  shipments (purchases) from
producers and sales to customers,  commonly called "back-to-back"  transactions.
The import business is located in Northvale, New Jersey.

         All of the  Company's  balsa and shrimp are  produced in  Ecuador.  The
dependence  on foreign  countries  for raw  materials  represents  some inherent
risks.  However,  the  Company,  or  its  predecessors,   has  operated  without
interruption in Ecuador since 1940. Operating in Ecuador has enabled the Company
to produce raw  materials at a reasonable  cost in an  atmosphere  that has been
favorable to exporters such as the Company. To mitigate the risk of operating in
Ecuador,  in 1999,  the  Company  obtained a five-year  expropriation  insurance
policy.  This policy  provides  the Company  coverage  for its assets in Ecuador
against  expropriatory  conduct (as defined in the policy) by the  government of
Ecuador.  The amount of the  recoverable  loss is  governed  by the terms of the
policy.  During the year 2000,  Ecuador  adopted the U.S. dollar as its national
currency,  replacing the sucre. The Company realized a one-time benefit from the
devaluation of the sucre when Ecuador  converted its currency to the dollar.  In
accordance with local regulations,  the Company has converted its accounting and
financial records from the sucre to the dollar.

Principal Markets and Methods of Distribution

         The Company's  balsa  products are sold  throughout  the United States,
Canada,  Europe,  Japan,  Australia  and Latin  America to  approximately  1,600
ultimate  users.  The foam and mat products are sold primarily in North America.
The  Company's  salesmen are used  extensively  in the sale of its core material
products.  The Company  makes  approximately  30% of its domestic  core material
product sales directly.  The remainder of the sales is handled through  regional
distributors in the United States,  Europe, Canada and the Pacific Rim. Sales of
Contourkore to customers outside the United States are handled through a wholly-
owned Foreign Sales Corporation.

         For the years ended December 31, 2000 and 1999,  approximately  61% and
79% respectively,  of the shrimp production was sold to the European market; the
balance was sold to the U.S. and Canadian markets through the Company's  seafood
importing subsidiary.

Competitive Conditions

         As part of their overall  business,  other  companies,  with  aggregate
facilities  and  financial  resources  substantially  greater  than those of the
Company,  manufacture and sell various natural and synthetic products for nearly
all the purposes for which balsa, foam and mat products are sold by the Company.
Some of these  competitive  products are produced and sold at a lower price than
the Company's products,  and sales of these competing products are substantially
greater than the Company's sales of core materials.

         In North America and Europe,  the Company also  directly  competes with
companies,  some with greater  resources than the Company,  that manufacture and
sell balsa and foam  products at prices which may be lower than those offered by
the Company.

         The Company's  shrimp business  competes  against many larger companies
that produce shrimp through similar methods in addition to fishing for shrimp in
the traditional method of trawling.

         The  importing   business   competes  against  other  companies,   some
substantially  larger  than the  Company,  which also import  seafood  products.
Additionally,  certain  of these  companies  also act as their  own  processors,
wholesalers or  distributors,  thus providing more services to the customer than
the Company.


<PAGE>


Material Customer

         No customer  accounted  for more than 10% of revenues in 2000,  1999 or
1998.

Backlog

         As of December  31, 2000 and 1999,  the Company had a backlog of orders
believed to be firm in the amounts of $9,071,000 and  $9,607,000,  respectively.
The 2000 backlog is reasonably  expected to be filled within the current  fiscal
year.

Sources and Availability of Raw Materials

         The Company  acquires,  partly from its own plantations and partly from
others,  substantially  all of its balsa wood from western and coastal  Ecuador,
accessible by roads so that the balsa lumber can be  transported by truck to its
sawmills. The Company presently considers the timber standing in this area to be
ample to supply all the Company's  requirements in the foreseeable  future.  The
Company may, however, make periodic purchases of land to supplement its existing
plantations  and provide for future  growth.  The Company  also  receives  small
quantities  of balsa  from other  Latin  American  countries.  The  Company  has
experienced  no  difficulties  in  purchasing  its  foam and mat  materials  and
anticipates that the manufacturers  will be able to produce adequate  quantities
to meet demand. The resins, fiberglass and other materials used in the Company's
manufacturing processes are available from numerous commercial sources. To date,
the Company has experienced no difficulty in obtaining such materials needed for
its operations.

         The Company owns and operates two shrimp farms and a shrimp hatchery in
Ecuador for the  production of shrimp.  The  Company's  production of shrimp has
been  negatively  effected  by the  "White  Spot"  virus in 1999 and  2000.  The
hatchery supplies  substantially all the larvae required by the Company's ponds.
The  Company  also owns a shrimp  packing  plant in Ecuador,  thereby  achieving
complete vertical integration of the shrimp business.  The import operations are
able to  purchase  its  products  from a  variety  of  producers  and,  with the
exception of shrimp, are expected to have an adequate supply of seafood.

Patents, Trademarks and Licenses

         The Company  features  its  registered  trademark  "Belcobalsa(R)"  for
lumber,  dimension  stock,  and  bonded  panels  and  blocks,  "Contourkore(R)",
"LamPrep(R)" and "AL-600/10(R)" for the flexible wood block mat,  "Durakore(R)",
a  balsa  hardwood   composite,   "D100(R)"  for  rigid  end-grain   panels  and
"Decolite(R)"  a balsa  composite  panel used as an alternative to plywood,  and
low-density laminate bulkers, marketed as "BaltekMat(R)".

         The Company  also  features  "Airlite(TM)",  a  cross-linked  PVC foam,
"AIREX(R)"(registered  trademark  of  Alusuisse  Airex  AG),  a linear  foam and
"Coremat(R)", also a low-density laminate bulker.


<PAGE>


Estimated Research Costs

         The  Company  has  incurred  approximately  $565,000  during  2000  for
research  and  development,  compared  to  expenditures  of $597,000 in 1999 and
$609,000 in 1998. All  expenditures  are related to the core materials  segment.
The Company  continues to actively explore possible new applications of its core
materials and new processes to improve the manufacturing of those products.

Environmental Impact

         The  Company  has  experienced  no  material  impact  upon its  capital
expenditures,  earnings or  competitive  position as a result of its  compliance
with  federal,  state or local  provisions  relating  to the  protection  of the
environment.  Balsa  is not a  rainforest  species,  nor  does  it  grow  in the
rainforest.  It is usually  harvested  within five  years.  The fast growth rate
makes balsa similar to short-cycle  agricultural crops and an ideal tree species
for forest plantations.

Employees

         The Company has 1,120  employees in Ecuador,  182 in the United States,
10 in Europe and one in Japan, aggregating 1,313 employees.

Seasonality

         The Company's business is not seasonal.


<PAGE>


Classes of Products

         The following  table sets forth the amount and  percentage of net sales
represented by each of the Company's  product classes in each of the three years
in the period ended December 31, 2000 (dollars in thousands):

  Year               Core Materials         Seafood                Total
  2000                  $63,175             $25,885              $89,060
                             71%                 29%                 100%
  1999                  $58,938             $27,089              $86,027
                             69%                 31%                 100%
  1998                  $53,600             $14,095              $67,695
                             79%                 21%                 100%

Segment Information

         The Company is engaged in two lines of business,  that of manufacturing
and  supplying  products  which  are used  principally  as the  structural  core
material in composite  applications  in various  industries,  and in the seafood
business, as a shrimp producer in Ecuador and as an importer.

         Reference is made to the  information set forth in Note 11 to the Notes
to Consolidated  Financial  Statements,  Part II, Item 8 hereof, with respect to
assets and operating results for different business segments.

Foreign Operations

         The Company,  through its  Ecuadorian  subsidiaries,  owns and operates
five  woodworking  plants  and  approximately  15,773  acres of  forest  land in
Ecuador.  In  addition,  the  Company  owns and  operates  two  shrimp  farms on
approximately 2,300 acres, a shrimp hatchery and a shrimp packing plant.

         At the  Company's  woodworking  plants,  rough balsa lumber is received
from plantations or independent  loggers and then processed into finished lumber
and other manufactured products.

         The  Company's  shrimp ponds are stocked with  larvae.  After  feeding,
controlling  the pond  environment and monitoring the growth of the shrimp for a
period of approximately six months, the shrimp are harvested, frozen, packed and
sold for export.

         The  Company  operates  sales  offices in France,  the United  Kingdom,
Denmark, Japan and Uruguay.

         Reference is made to the  information set forth in Note 11 to the Notes
to Consolidated  Financial  Statements,  Part II, Item 8 hereof, with respect to
assets and operating results by geographic areas.

         No prediction can be made as to any future  increase or decrease of the
Company's  foreign  business.   The  Company  has  experienced   differences  in
profitability  between  foreign and domestic  sales due to the changing value of
the U.S.  dollar in relation to the foreign  currencies  of countries  where its
products are sold.


<PAGE>

Item 2.   PROPERTIES

The Company owns or leases the properties indicated in the following table:

<TABLE>
<CAPTION>
                                  Property and Location                                         Status
<S>                                                                                             <C>
One-story  concrete  and steel  building  containing  the  Company's  principal  offices,       Leased
manufacturing  plant and  warehouse  space,  approximately  85,000  square  feet on 4-1/2
acres. (Northvale, New Jersey)

Approximately  124,000  square feet of  warehouse  and office  space in three  buildings.       Leased
(Norwood and Northvale, New Jersey)

Woodworking  plant housed in several wood,  concrete and steel  buildings,  approximately        Owned
180,000 square feet.  (Guayaquil, Ecuador)

Woodworking  plant housed in several wood,  concrete and steel  buildings,  approximately        Owned
30,000 square feet on 7 acres of land.  (Guayaquil, Ecuador)

15,773 acres of timberland in Ecuador.                                                           Owned

1,800 acres of land for shrimp  farming in Ecuador,  including 10 wood buildings                 Owned
and one concrete building totaling approximately 11,000 square feet.

444 acres of land for shrimp  farming in Ecuador,  including  4 concrete  buildings and 4       Leased
wood buildings totaling 4,357 square feet.

Shrimp  hatchery housed in several  concrete  buildings on 3.7 acres of land. (San Pablo,        Owned
Ecuador)

Shrimp packing plant housed in three  concrete and steel  buildings on 2.6 acres of land.        Owned
(Duran, Ecuador)

Woodworking  plant housed in four concrete and steel  buildings,  165,000  square feet on        Owned
approximately 28 acres of land.  (Santo Domingo de los Colorados, Ecuador)

Woodworking  plant housed in four  concrete and steel  buildings,  62,000  square feet on        Owned
approximately 7 acres of land.  (Manta, Ecuador)

Woodworking  plant housed in one wood  building,  26,000 square feet on  approximately  8        Owned
acres of land.  (Quevedo, Ecuador)
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                  Property and Location                                         Status
<S>                                                                                             <C>
Maintenance  facilities  for the Balsa Raw  Material  Department  in a concrete  and wood        Owned
building, 16,875 square feet.  (Quevedo, Ecuador)

Office space in concrete building, 8,489 square feet. (Guayaquil, Ecuador)                       Owned

Office space in concrete building, 1,000 square feet.  (Croydon, U.K.).                         Leased

Office space in stone and wood building, 2,000 square feet. (Paris, France)                     Leased
</TABLE>

         All of the above properties,  except the shrimp farming land,  hatchery
and  packing  plant and  approximately  2,000  square  feet of  office  space in
Northvale, New Jersey, are used in the core materials business.

         All of the Company's properties, plants and equipment are considered to
be presently sufficient for their respective purposes.

Item 3.  LEGAL PROCEEDINGS

         Not applicable.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         There was no submission of matters to a vote of security holders during
the fourth quarter of 2000.


<PAGE>



                                     PART II

Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         The  Company's  Common  Stock is traded on the Nasdaq  National  Market
under the Symbol:  BTEK.  The  following is the range of high and low prices for
the last two years.

                             2000                           1999
                    ------------------------       -----------------------
                        HIGH          LOW              HIGH         LOW

1st Quarter           $ 8.75       $ 7.31            $10.44       $8.00
2nd Quarter             7.88         6.38             10.00        7.63
3rd Quarter             7.38         6.50             10.00        7.75
4th Quarter             7.75         6.75              8.25        7.00


         The Company had approximately 130 stockholders of record as of March 7,
2001.

         No cash dividends were paid during the past two years.


<PAGE>


Item 6.  SELECTED FINANCIAL DATA

(Dollars in thousands except per share amounts)
YEARS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
                                           2000           1999         1998            1997           1996
                                        ---------       ---------    ---------      ----------     ---------
<S>                                       <C>             <C>          <C>             <C>           <C>
Net sales                                 $89,060         $86,027      $67,695         $56,140       $48,366

Net income                                  2,882           2,816        3,259           1,841           450

Earnings per common share                    1.14            1.12         1.29            .73            .18

Total assets                               57,531          52,905       46,077          41,755        39,315

Long-term obligations                         128             591        1,581           3,015         1,957

Cash  dividends  declared per common
      share                                     -               -            -               -             -

Average shares outstanding              2,523,261       2,523,261    2,523,261       2,523,261     2,523,261
</TABLE>


<PAGE>


Item 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

         The  primary  sources  of  liquidity  historically  have  been  and are
expected to continue to be cash flow  generated  from  operations  and available
borrowings  under  short-term  lines of credit.  Effective  January 1, 2001, the
Company  increased its borrowing  capacity  under its domestic line of credit to
$16.5 million. The Company also continues to have lines of credit in Ecuador and
Europe  totaling  approximately  $4.6  million.  Working  capital and  borrowing
requirements  increased  in 2000 and are  expected  to continue to increase as a
result of the Company's  expanded  operations  as a seafood  importer as well as
organic growth in its core material business.  Capital expenditures are expected
to be funded by a combination  of cash  generated  from  operations  and outside
financing, if necessary.

         The Company's  financial position remains strong. At December 31, 2000,
the Company had working  capital of $16.6  million  compared to $14.8 million at
December 31, 1999.  Cash was  provided  and used in varying  amounts  during the
two-year  period,  principally as a result of changes in the elements of current
assets and current liabilities and in the amount of cash provided by net income.
Inventories and accounts receivable increased in both years due to the Company's
expansion into the seafood import business. The Company's short-term borrowings,
which were used to finance higher working capital  requirements,  also increased
in 2000.

         Cash used in investing  activities for the three-year period was due to
investments  in balsa  plantations,  purchase  of new  equipment  in addition to
replacement  of old equipment and structural  improvements  of the shrimp ponds.
The Company has no material commitments for capital expenditures.

         The Company had unused  lines of credit of  approximately  $5.7 million
with a domestic  bank,  approximately  $0.2  million with  Ecuadorian  banks and
approximately $0.6 million with European banks for working capital purposes. The
Company  expects  that  future  operations  and its unused  lines of credit will
provide  sufficient  resources to support its planned expansion and maintain its
favorable liquid position.

RESULTS OF OPERATIONS FOR THE YEARS
ENDED DECEMBER 31, 2000, 1999 AND 1998

         Total  sales  increased  4%,  27%  and  21% in  2000,  1999  and  1998,
respectively.  The gains in all three years were due to increased core materials
sales and higher seafood sales in 1999 and 1998.

         Core material sales were  $63,175,000,  $58,938,000  and $53,600,000 in
2000, 1999 and 1998, respectively.  The continued robust economy has resulted in
strong demand in all industries that use core materials, including the Company's
largest  customer group,  the boating  industry.  Many of the Company's end user
markets,  including boating, are highly cyclical. Demand within those industries
is  dependent  upon,  among  other  factors,  discretionary  income,  inflation,
interest  rates and consumer  confidence.  Fluctuating  interest rates and other
changes in economic conditions make it difficult to forecast short or long range
trends.  The increase in core material sales in 2000 compared to 1999 was due to
higher volume.

         The  Company's  revenues  for the year  ended  December  31,  2000 were
negatively affected by the fluctuation of foreign currencies, particularly those
of its European subsidiaries, compared to the U.S. dollar.

<PAGE>

         Seafood sales were  $25,885,000,  $27,089,000  and $14,095,000 in 2000,
1999  and  1998,  respectively.  The  decrease  in  2000  was  the  result  of a
significant  decline in sales of shrimp,  partially  offset by improved sales of
seafood  products  from the  Company's  import  business.  The  amount of shrimp
produced at the Company's farms in 2000 declined by 62% compared to 1999 and 66%
compared to 1998, as described below. The increase in 1999 was due to sales from
the import  business,  and the increase in 1998 due to a higher volume of shrimp
shipped.

         The overall gross margin as a percentage of sales  remained the same in
2000  compared to 1999,  decreased in 1999 and  increased  in 1998.  The typical
margin in the seafood  import  business is lower than the  Company's  historical
margins realized as a core materials  producer/distributor  and shrimp producer.
The  overall  margin is  therefore  determined  not only by the  margins in each
segment but also by the mix of seafood and materials  sales.  The margin for the
Company's core products improved in 2000 and remained  approximately the same in
1999 after increasing in 1998. The margins improved due to improved pricing and,
in 2000, due to the one-time  benefit realized from the devaluation of the sucre
when Ecuador  converted its national  currency to the U.S.  dollar.  The margins
from  seafood  sales  decreased  in 2000,  1999 and 1998.  The White  Spot virus
continued to  negatively  affect the shrimp  farms,  resulting in  significantly
lower  production  and  revenues.  The Company is taking all  possible  steps to
mitigate the effect of this disease on its farms but no definitive determination
can be made as to its longevity and affect on shrimp prices in the  marketplace.
The  decrease in margins in 1998 is  attributable  to a higher  volume of shrimp
purchased from outside suppliers,  which have lower margins than shrimp grown at
the  Company's  own farms.  A decline in shrimp  market  prices during 2000 also
adversely affected the Company's margins from its seafood import business.

         Selling,  general and administrative  expenses as a percentage of sales
increased  in 2000 after  declining  in 1999 and 1998.  S,G&A  increased in 2000
primarily as a result of increases  in selling  expenses.  In dollar terms S,G&A
expenses have increased as a result of the Company's growth.  The seafood import
business,  which began during the first quarter of 1999, had a lower  percentage
of  S,G&A  expenses  to  revenues  as  compared  to  the  Company's   historical
relationship. This, as expected, reduced S,G&A expenses as a percentage of sales
in 1999 and 1998.

         Sales and expenses  were  affected in all three years by the  different
exchange  rates  applied in  translating  the books of accounts of the Company's
foreign subsidiaries.

         Interest  expense  decreased in 2000 and 1999 after increasing in 1998.
In 2000 and 1999,  the  Company's  short-term  borrowings  for  working  capital
purposes in Ecuador were primarily U.S. dollar  denominated  loans. In 1998, the
Company borrowed money for working capital purposes in Ecuador in local currency
(sucre) denominated loans. The sucre-based loans bear higher interest rates than
U.S.  dollar  loans,  which was  partially  offset by gains  resulting  from the
devaluation of the sucre. This practice  increased  interest expense in 1998 but
created a corresponding  foreign  exchange gain. The Company's  interest rate on
U.S. loans was higher in 2000 and its average  borrowings  were lower in 2000 as
compared  to 1999.  The level of  borrowing  in all  periods  is  related to the
Company's working capital needs and cash flows generated from operations.

         The Company had a foreign  exchange  loss of $328,000  and  $336,000 in
2000 and 1999, respectively,  compared to a gain in 1998 of $814,000. Gains were
realized in 1998 due mainly to the Company's sucre based loans described  above.
Translation  gains and losses are mainly caused by the  relationship of the U.S.
dollar to the foreign  currencies in the countries  where the Company  operates,
and arise when translating  foreign  currency balance sheets into U.S.  dollars.
The Company  utilizes  foreign  exchange  contracts to hedge  certain  inventory
purchases and may also employ certain  strategies  whose  objective is to reduce
earnings and cash flow volatility associated with foreign exchange rate changes.
The  Company  has not and  does  not  intend  to  enter  into  foreign  currency

<PAGE>
transactions  for  speculative  purposes.  Management  is unable to forecast the
impact  of   translation   gains  or  losses  on  future   periods  due  to  the
unpredictability in the fluctuation of foreign exchange.

         The effective  income tax rate amounted to 37% in 2000, 27% in 1999 and
26% in 1998.  Reconciliation of the effective rate with the U.S.  statutory rate
is detailed in Note 8 to the Notes to Consolidated Financial Statements.

Ecuador - Dollarization

         The  Ecuadorian  government  has  completed its plans to adopt the U.S.
dollar as its national  currency.  During the month of September  2000, the U.S.
dollar   officially   replaced  the  Sucre,  and  the  Sucre  was  removed  from
circulation. In accordance with the local regulations, the Company has converted
its  accounting  and  financial  books  and  records  from the Sucre to the U.S.
dollar.

                         New Accounting Pronouncements

         Statement of financial  Accounting  Standards ("SFAS") 133,  Accounting
for  Derivative  Instruments  and  Hedging  Activities,  as amended by SFAS 137,
Accounting for Derivative  Instruments  and Hedging  Activities-Deferral  of the
Effective Date of FASB  Statement No. 133, and SFAS 138,  Accounting for Certain
Derivative  Instruments  and  Certain  Hedging  Activities,  was  adopted by the
Company on  January 1, 2001.  SFAS 133  requires  that an entity  recognize  all
derivatives as either assets or liabilities measured at fair value.  Adoption of
these new accounting  standards will result in a one time  cumulative  after-tax
reduction in net income of approximately  $35,000 and other comprehensive income
of  approximately  $16,000 in the first  quarter of fiscal  2001 for the initial
adoption of SFAS 133,  as  amended.  The  adoption  will also impact  assets and
liabilities recorded in the Company's consolidated balance sheet.

                                    * * * * *

Forward Looking Statements - Cautionary Factors

         The  foregoing   discussion  and  analysis   contains   forward-looking
statements  regarding  the Company.  Because such  statements  include risks and
uncertainties,  actual  results may differ  materially  from those  expressed or
implied by such  forward-looking  statements.  Factors  that could cause  actual
results  to  differ  materially  include,  but  are  not  limited  to,  economic
conditions  in the  United  States,  Europe and  Ecuador  that  affect  relative
interest rates, foreign exchange rates and other costs and prices related to the
Company's business.


<PAGE>


Item 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

         The Company is exposed to various  market risks,  including  changes in
commodity  prices,  foreign currency  fluctuations and interest rates. To manage
the volatility  associated with foreign currency  purchases of materials created
in the normal course of business,  the Company  enters into a limited  number of
derivative hedging  transactions.  Gains and losses related to qualifying hedges
of foreign  currency firm  commitments are deferred and included in the basis of
the underlying transactions.  The deferred gains and losses on these instruments
at December 31, 2000 were not material.

         The majority of the Company's  working  capital  borrowings at December
31, 2000 were subject to variable  interest  rates.  The Company entered into an
interest  rate swap in 2000 to manage a portion of its  exposure to fixed versus
floating  interest rates.  The Company's  policy is to use foreign  currency and
interest  rate  derivative   instruments  to  the  extent  necessary  to  manage
exposures.  The Company does not hold or issue derivative financial  instruments
for speculative purposes.

         For  quantitative   disclosure   regarding  the  Company's   derivative
instruments see Note 12 to the Consolidated Financial Statements.

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The   consolidated   financial   statements  of  the   registrant   and
subsidiaries, and supplemental schedule are annexed hereto and made part hereof.

Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         None.

<PAGE>

                                    PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

         Omitted from this Report since a definitive Proxy  Statement,  pursuant
to Regulation 14A containing  the required  information,  will be filed with the
Commission not later than 120 days after the close of registrant's fiscal year.

Item 11. EXECUTIVE COMPENSATION

         Omitted from this Report since a definitive Proxy  Statement,  pursuant
to Regulation 14A containing  the required  information,  will be filed with the
Commission not later than 120 days after the close of registrant's fiscal year.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         Omitted from this Report since a definitive Proxy  Statement,  pursuant
to Regulation 14A containing  the required  information,  will be filed with the
Commission not later than 120 days after the close of registrant's fiscal year.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Inapplicable.

<PAGE>

                                     PART IV

Item 14.         EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)(1) and (2)   Consolidated  Financial  Statements  and  Financial   Statement
                 Schedule

                 See Index to Consolidated  Financial   Statements and Financial
                 Statement Schedule annexed hereto and made part hereof.

(b)              Reports on Form 8-K

                 No  reports   on Form 8-K were  filed  by or on  behalf  of the
                 registrant   for the quarter ended  December 31, 2000, the last
                 quarter in the period  covered by  this  Annual  Report on Form
                 10-K.


<PAGE>

                                  EXHIBIT INDEX

3.2      Articles  of   Incorporation   (By-laws),   filed  as  Exhibit  3.2  to
         Registration  Statement on Form S-1(Reg.  No.  2-44764) is incorporated
         herein by reference

10.1     Revolving  Loan and Security  Agreement  between the Company and Summit
         Bank,  dated  December  21,  1999  (incorporated  by  reference  to the
         Company's  annual  report on Form 10-K for the year ended  December 31,
         1999).

10.1.1   First  Amendment  to  Revolving  Loan  and  Security   Agreement  dated
         September   30,  2000  between   Baltek   Corporation   and   Crustacea
         Corporation,  collectively,  as Borrower,  and Summit  Bank,  as Lender
         (incorporated  by reference to the Company's  quarterly  report on Form
         10-Q for the quarter ended September 30, 2000).

10.1.2   Substitute  Revolving  Credit Note dated  September  30,  2000  between
         Baltek  Corporation  and  Crustacea   Corporation,   collectively,   as
         Borrower,  and Summit Bank, as Lender (incorporated by reference to the
         Company's quarterly report on Form 10-Q for the quarter ended September
         30, 2000).

10.1.3   Second  Amendment  to  Revolving  Loan  and  Security  Agreement  dated
         December 31, 2000 between Baltek Corporation and Crustacea Corporation,
         collectively, as Borrower, and Summit Bank, as Lender *.

10.1.4   Second Substitute Revolving Credit Note dated December 31, 2000 between
         Baltek  Corporation  and  Crustacea   Corporation,   collectively,   as
         Borrower, and Summit Bank, as Lender *

10.2     Lease  Agreement  dated  September  18, 2000  between the  Company,  as
         Tenant, and Edro Associates,  as Landlord (incorporated by reference to
         the  Company's  quarterly  report  on Form 10-Q for the  quarter  ended
         September 30, 2000).

10.3     Amendment  to Lease dated  August 17,  2000  between  the  Company,  as
         Tenant,   and   Northvale   1997   Associates,   L.L.C.,   as  Landlord
         (incorporated  by reference to the Company's  quarterly  report on Form
         10-Q for the quarter ended September 30, 2000).

10.4     Executive  Employment  Agreement dated June 1, 2000 between the Company
         and  Ronald  Tassello  (incorporated  by  reference  to  the  Company's
         quarterly  report  on Form 10-Q for the  quarter  ended  September  30,
         2000).

10.5     Executive  Employment  Agreement dated June 1, 2000 between the Company
         and  Thomas  Preisel   (incorporated  by  reference  to  the  Company's
         quarterly  report  on Form 10-Q for the  quarter  ended  September  30,
         2000).

10.6     Executive  Employment  Agreement dated June 1, 2000 between the Company
         and Antonio Diaz (incorporated by reference to the Company's  quarterly
         report on Form 10-Q for the quarter ended September 30, 2000).

10.7     Agreement  dated March 5, 2001  between  the Company and Jacques  Kohn,
         Jean Kohn and Bernard Kohn *

21       Subsidiaries *

         * Filed herewith


<PAGE>


                                   SIGNATURES

Pursuant to the  requirements of Section 13 of 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.



                                                  BALTEK CORPORATION
                                                     Registrant

                                                  By   /s/ Jacques Kohn
                                                     ----------------------
                                                        Jacques Kohn,
                                                        President
                                                        Director



                                                  By  /s/ Ronald Tassello
                                                     -----------------------
                                                        Ronald Tassello,
                                                        Controller (Principal
                                                        Financial Officer and
                                                        Principal Accounting
                                                        Officer)


Dated:  March 29, 2001

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the date indicated:

By  /s/ Jacques Kohn                          By  /s/ Benson J. Zeikowitz
    --------------------------------              ------------------------------
     Jacques Kohn,                                 Benson J. Zeikowitz
     Director                                      Director

By  /s/ Margot W. Kohn                        By  /s/ William F. Nicklin
    --------------------------------              ------------------------------
     Margot W. Kohn,                               William F. Nicklin
     Director                                      Director

By  /s/ Henri-Armand Kohn                     By  /s/ Jean J. Kohn
    --------------------------------              -----------------
     Henri-Armand Kohn,                            Jean J. Kohn
     Director                                      Director

By  /s/ Bernard J. Wald
    --------------------------------
     Bernard J. Wald
     Director

Dated March 29, 2001

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1.3
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>SECOND AMENDMENT LOAN AND SECURITY AGRMNT
<TEXT>


            SECOND AMENDMENT TO REVOLVING LOAN AND SECURITY AGREEMENT

               THIS  REVOLVING  LOAN  AND  SECURITY  AGREEMENT  is  dated  as of
December  31,  2000,  and  is  by  and  among  BALTEK  CORPORATION,  a  Delaware
corporation  having  its  principal  executive  offices  at  10  Fairway  Court,
Northvale,  New Jersey 07647  ("Baltek") and CRUSTACEA  CORPORATION,  a Delaware
corporation  having its principal  executive  offices at 106  Stonehurst  Court,
Northvale,  New Jersey 07647  ("Crustacea")  (each a "Borrower" and collectively
the  "Borrowers")  and SUMMIT  BANK, a banking  institution  of the State of New
Jersey  having an office  located at 250 Moore  Street,  Hackensack,  New Jersey
07602 (the "Bank").

                               W I T N E S S E T H

         WHEREAS,  the Borrowers and the Bank entered into a Revolving  Loan and
Security  Agreement  dated as of December  21,  1999,  as amended by virtue of a
certain First  Amendment to Revolving  Loan and Security  Agreement  dated as of
September  30, 2000 (the "Loan  Agreement")  which Loan  Agreement  relates to a
certain  Revolving Credit Note of even date with the Loan Agreement,  which note
was amended by virtue of a certain Substitute  Revolving Credit Note dated as of
September 30, 2000 (the "Note"); and

         WHEREAS,  the Borrowers  have requested that the Bank: (a) increase the
amount due on the Note to  $16,500,000  Dollars and extend the maturity  date of
the Note and Loan  Agreement  through and including  December 31, 2003;  and (b)
make  available to the Borrowers an Equipment  Line of Credit Note in the amount
of  $1,000,000  Dollars (the "Line of Credit  Note"),  evidenced by an Equipment
Line of Credit Note of even date herewith; and

         WHEREAS,  the Bank is willing to grant the Borrowers such extension and
Line of Credit Note upon the condition that,  among other things,  the Borrowers
duly execute this Agreement.

         NOW  THEREFORE,  in  consideration  of  the  premises  and  the  mutual
covenants contained herein, and for other good and valuable  consideration,  the
receipt and sufficiency of which are hereby acknowledged,  the parties hereto do
hereby agree as follows:

WITH RESPECT TO THE NOTE:

         1. Definitions.  Except as otherwise  defined herein,  terms defined in
the Loan Agreement shall have the same meaning when used herein.

         2. Amendment of Loan Agreement. The Loan Agreement is hereby amended as
follows:

            (a).  Section  1.1 is  hereby  amended  so that  the  definition  of
"Maturity  Date" with respect to the Note is hereby amended to mean December 31,
2003.
            (b).  Section 1.1 of the Loan Agreement is hereby further amended to
include the following:

         "Borrowing  Base"  shall mean at any time,  an amount (in any event not
less than  zero)  equal to: (i) the sum of:  (A)  eighty  five (85%)  percent of
Eligible Accounts Receivable; and (B) in the case of Baltek, fifty (50%) percent
of Eligible  Inventory;  and in the case of  Crustacea,  sixty (60%)  percent of
Eligible Inventory.

         "Borrowing Base Certificate" shall mean a full and complete certificate
in the  form  approved  by the  Bank,  certified  as  true  and  correct  by the
Borrower's President or Chief Financial Officer.

               "Eligible Account  Receivable"  shall mean an Account  Receivable
that meets all of the following  requirements as of its date of invoice or other
origination  date and  continues  to meet  the  following  requirements  for all
periods  of  time  thereafter  until  collected:



<PAGE>

            (i)  such  Account  Receivable   represents  a  complete  bona  fide
transaction which requires no further act under any circumstances on the part of
the Borrower to make such Account Receivable payable by the Account Debtor;

            (ii) such domestic Account  Receivable of Baltek shall not be unpaid
more than  ninety one (91) days from its date of  invoice  or other  origination
date, and in the case of Crustacea,  all domestic accounts  receivable less than
30 days past due with usual reserves;

            (iii) if applicable,  the goods, the sale of which gave rise to such
Account  Receivable,  were  shipped or  delivered  to the  Account  Debtor on an
absolute sale basis and not on a bill and hold sale basis,  a  consignment  sale
basis, a progress  basis, a guaranteed sale basis, a sale or return basis, or on
the basis of any other similar understanding, and no part of such goods has been
returned or rejected; provided, however, that in the event any credit is granted
by the Borrower,  in the ordinary course of business,  with respect to a portion
of an Account  Receivable,  the amount of such Account  Receivable  which is not
subject to such credit shall  constitute an Eligible  Account  Receivable if the
Account Receivable is otherwise an Eligible Account Receivable;

            (iv) such Account Receivable is not evidenced by chattel paper or an
instrument of any kind;

            (v) the Account Debtor, with respect to such Account Receivable,  is
not, to the best of the  Borrower's  knowledge,  insolvent or the subject of any
bankruptcy or insolvency  proceedings of any kind or of any other  proceeding or
action, which might foreseeably have a materially adverse effect on the business
of such Account Debtor or is not, in the reasonable  discretion of Bank,  deemed
ineligible for credit for any other reason;

            (vi) if such  Account  Receivable  arises  from the  performance  of
services,  such  services  have been fully  rendered and approved by the Account
Debtor with respect thereto;

            (vii)  to  the  best  of  the  Borrower's  knowledge,  such  Account
Receivable (or portion thereof  determined  under  subdivision  (iii) above is a
valid, legally enforceable obligation of the Account Debtor with respect thereto
and is not subject to any (a) present, (b) contingent, and/or (c) no facts exist
which are the basis for any future,  offset or  counterclaim or other defense on
the part of such Account  Debtor,  including,  without  limitation,  any account
payable  owing by the  Borrower to such  Account  Debtor;

            (viii)  such  Account  Receivable  shall be  subject  to a valid and
perfected first priority security interest in favor of the Bank;

            (ix) such  Account  Receivable  is  evidenced by an invoice or other
documentation in form and substance acceptable to the Bank;

            (x)  such  Account  Receivable  is  not  subject  to  any  provision
prohibiting  its  assignment  or  requiring  notice  of,  or  consent  to,  such
assignment;

            (xi) if applicable, the goods giving rise to such Account Receivable
were not, at the time of the sale thereof, subject to any Lien, except Permitted
Liens;

            (xii) if the  Account  Debtor  with  respect  thereto  is the United
States  or any  department,  agency or  instrumentality  thereof,  such  Account
Receivable  shall have been  assigned  to the Bank in full  compliance  with all
applicable laws and regulations, including the Assignment in Claims Act of 1940,
as amended;

            (xiii) the Account Debtor with respect  thereto is domiciled  within
the United States of America or, if the Account  Debtor with respect  thereto is
not domiciled  within the United States of America,  such Account  Receivable is
secured by credit  insurance in form and substance  satisfactory  to the Bank in
its sole and absolute discretion;

            (xiv) such Account  Receivable does not arise out of any transaction
with any  affiliate of the Borrower or any Person under common  control with the
Borrower;

            (xv) such Account Receivable is not due from an Account Debtor where
more than fifty (50%) percent of the total Accounts Receivable from such Account
Debtor are not Eligible Accounts Receivable; and

            (xvi) such  Account  Receivable  that does not exceed  thirty  (30%)
percent of the aggregate total Accounts Receivable from all Account Debtors.

            "Eligible Inventory" shall mean Inventory,  as reported monthly on a
"first-in-first-out" basis, which is:

            (i)  owned  by  a  Borrower  and  not  purchased  or  acquired  on a
consignment, approval or sale or return basis;

            (ii)  subject  to a valid  and  perfected  first  priority  security
interest in favor of the Bank;

            (iii)  fully  and  adequately  insured,  with the  Bank  named as an
additional insured and loss payee as provided herein;

                                       2
<PAGE>


            (iv) not unsalable, damaged or obsolete as the Bank shall reasonably
determine;

            (v) located within or in transit to the continental United States at
a location  with respect to which the Bank shall have  obtained a duly  executed
landlord's waiver or other such similar documentation, all in form and substance
satisfactory  to the Bank;  and (vi) not aged more than one hundred eighty (180)
days from its purchase date.

         "EBITDA" shall mean consolidated  operating  income,  plus consolidated
depreciation and amortization.

         "Intangible   Assets"  shall  mean   goodwill,   patents,   trademarks,
tradenames,   copyrights,   franchises,   experimental  expenses,   organization
expenses,  amortized  debt  discount and expense,  deferred  assets  (other than
prepaid insurance and prepaid taxes as well as deferred  cultivation costs), the
excess cost of shares over book value of related  assets,  and such other assets
as are properly  defined as  "intangible  assets" in accordance  with  generally
accepted accounting principles.

         "Minimum  Tangible  Net Worth"  shall  mean net worth  less  intangible
assets.

         "Net Worth" shall mean the excess of assets over liabilities.


         3. Substitute Note.  Concurrently  herewith, the Borrower shall execute
and deliver to the Bank a Second  Substitute  Revolving Credit Note (the "Second
Substitute  Note")  which  shall  supersede,  and be in  substitution  for,  the
original  Revolving  Credit  Note dated as of  December  21, 1999 as well as the
Substitute  Note dated as of September 30, 2000 (the "Original  Note")  executed
and delivered  pursuant to the  provisions of paragraph 2 of the Loan  Agreement
and shall be the "Note" as defined and  described in the Loan  Agreement for all
purposes.  It is expressly agreed that the execution and delivery of such Second
Substitute Note shall not evidence or represent a refinancing, repayment, accord
or satisfaction or novation of the indebtedness evidenced by the Original Note.

         4. Representations and Warranties. In order to induce the Bank to enter
into this  Agreement  and amend  the Loan  Agreement  as  provided  herein,  the
Borrowers hereby represent and warrant to the Bank that:

            (a) Except as otherwise disclosed in writing to the Bank, all of the
representations  and warranties of the Borrowers set forth in the Loan Agreement
are true,  complete and correct in all  material  respects on and as of the date
hereof with the same force and effect as if set at length herein.


            (b)  No  Default  or  Event  of  Default  presently  exists  and  is
continuing on and as of the date hereof.

            (c) Except as otherwise  disclosed in writing to the Bank, since the
date of the Borrowers' most recent financial  statements  delivered to the Bank,
no material  adverse change has occurred in the business,  assets,  liabilities,
financial condition or results of operations of the Borrowers,  and no event has
occurred  or failed  to occur  which has had a  material  adverse  effect on the
business, assets,  liabilities,  financial condition or results of operations of
the Borrowers.

            (d) The Borrowers have full power and authority to execute,  deliver
and perform any action or step which may be  necessary to carry out the terms of
this Agreement and all other agreements,  documents and instruments executed and
delivered by the  Borrowers to the Bank  concurrently  herewith or in connection
herewith (collectively,  the "Amendment Documents");  each Amendment Document to
which the  Borrowers  are a party has been duly  executed  and  delivered by the
Borrowers  and is the  legal,  valid and  binding  obligation  of the  Borrowers
enforceable in accordance with its terms, subject to any applicable  bankruptcy,
insolvency,  general  equity  principles  or other  similar laws  affecting  the
enforcement of creditor's rights generally.

            (e)  The  execution,  delivery  and  performance  of  the  Agreement
Documents will not (i) violate any provision of any existing law, statute,  rule
regulation or ordinance (ii) conflict with,  result in a breach of or constitute
a default under (a) the certificate of incorporation or by-laws of the Borrowers
or  (b)  any  order,  judgment,  award  or  decree  of any  court,  governmental

                                       3
<PAGE>

authority, bureau or agency, or (c) any mortgage,  indenture, lease, contract or
other  agreement or  undertaking  to which the Borrowers are a party or by which
the Borrowers or any of their properties or assets may be bound, or (iii) result
in the  creation or  imposition  of any lien or other  encumbrance  upon or with
respect  to any  property  or asset  now  owned  or  hereafter  acquired  by the
Borrowers.

            (f) No  consent,  license,  permit,  approval or  authorization  of,
exemption by, notice to, report to, or registration,  filing or declaration with
any person is required in connection with the execution,  delivery,  performance
or validity of the Amendment Documents or the transactions contemplated thereby.

            (g) The Borrowers agree to pay to the Bank, in two (2) installments,
the first due June 1, 2001 and the second due December 31, 2001, each in the the
sum of $41,250.00 in  reimbursement  for all costs and expenses  incurred by the
Bank  in  connection   with  the  Amendment   Documents  and  the   transactions
contemplated  therein, as well as an amount not exceeding Five Thousand ($5,000)
Dollars for legal fees and costs associated with the Amendment  Documents and an
amount not to exceed five thousand  ($5,000)  Dollars for costs  associated with
any audit done by the Bank in connection with this loan.

WITH RESPECT TO THE LINE OF CREDIT NOTE

         1. All of the terms and  conditions  of the Loan  Agreement  are hereby
specifically  incorporated  into, and made part of, the Line of Credit Note, and
all  of the  terms  and  conditions  of the  Line  of  Credit  Note  are  hereby
specifically  incorporated  into, and made part of, the Loan  Agreement.  In the
event of an  inconsistency  between the terms of the Loan Agreement and the Line
of Credit Note, the terms of the Line of Credit Note shall control.

         2. Definitions.  Except as otherwise  defined herein,  terms defined in
the Loan Agreement shall have the same meaning when used herein.


         3.  Section  2.3 of the Loan  Agreement  is  amended to  provide:

         "The  indebtedness  of the  Borrowers  to the Bank with  respect to the
Advances made from time to time hereunder  shall be evidence by: (a) a revolving
credit  note (the  "Note"),  made  payable to the Bank,  dated the date  hereof,
signed by the Borrowers and delivered to the Bank;  and (b) an Equipment Line of
Credit Note dated December 31, 2000 in the principal  amount of $1,000,000  (the
"Line of Credit Note").  All Advances made by the Bank to the Borrowers shall be
noted by the Bank on the  reverse  side or last page of the Note  and/or Line of
Credit  Note as  indicated  thereon,  and the Bank is  authorized  to make  such
notations  which  shall  be  prima  facia  evidence  of  the  principal   amount
outstanding thereunder at any time, provided,  however, that any failure to make
such a notation (or any errors in notation) shall not limit or otherwise  affect
the  obligation of the  Borrowers  hereunder or under the Note or Line of Credit
Note, which is and shall remain absolute and unconditional.

         4. Section 2.17 of the Loan Agreement shall not be applicable to the
Line of Credit Note.

         5. Section 1.1 is hereby  amended so that the  definition  of "Maturity
Date"  with  respect  to the Line of  Credit  Note is the one  year  anniversary
thereof.

         6. Proceeds  borrowed  pursuant to the Line of Credit Note will be used
for expenditures made within the continental United States Only.


WITH RESPECT TO BOTH THE NOTE AND LINE OF CREDIT NOTE:

         1. The  definition of  "Guarantor" in section 1.1 of the Loan Agreement
is amended to include  Baltek  International  Corporation  and Baltek  Mercosur,
L.L.C.

         2. Section 2.1 of the Loan  Agreement is replaced  with the  following:
"Advances.  From time to time,  during the period from January 1, 2001 until the
Maturity  Date,  provided no Default and/or Event of Default shall have occurred
and be  continuing  (in which  event the Bank shall have no  obligation  to make
loans in accordance with the terms and provisions of the Loan Agreement), in the

                                       4
<PAGE>

manner hereinafter set forth, the Borrowers may borrow,  repay and reborrow from
the Bank and, upon request of the  Borrowers  and upon the terms and  conditions
contained herein as well in the Second Substitute Revolving Credit Note and Line
of Credit Note, respectively, the Bank agrees to make loans to the Borrowers (a)
under the Second  Substitute  Revolving Credit Note in such amounts which,  when
added to the outstanding  principal  amount of the Second  Substitute  Revolving
Credit Note and Line of Credit Note theretofore made pursuant to this Agreement,
will not exceed the Borrowing Base and (b) under the Line of Credit Note in such
amounts which,  when added to the  outstanding  principal  amount of the Line of
Credit Note,  theretofore  made pursuant to this Agreement,  will not exceed One
Million ($1,000,000) Dollars"

         3.  Section 5.2 of the Loan  Agreement  is amended to provide  that the
proceeds made available to them pursuant to the terms of the Line of Credit Note
shall be used to finance the purchase of equipment.

         4. Section 5.8 of the Loan  Agreement is amended to add 5.8(iii)  which
provides: "A quarterly covenant compliance report."

         5.  Section  5.10 of the Loan  Agreement  is amended  to  provide  that
Crustacea shall maintain,  for the term of the Note, its credit insurance on all
accounts receivable.

         6.  Section  5.13 of the Loan  Agreement  is  amended to  provide:

         The Borrowers shall not (a) sell, transfer,  assign, lease or otherwise
dispose of  (whether  in one  transaction  or a series of  transactions)  all or
substantially all of its assets (whether now owned or hereafter acquired) or (b)
consolidate  with or merge into any other  corporation or permit any corporation
to merge into it where the combined purchase value of such merger or acquisition
is greater than  $6,000,000  without the prior written  consent of the Bank; (c)
consolidate  with or merge into any other  corporation or permit any corporation
to merge into it where the combined purchase value of such merger or acquisition
is less than $6,000,000 unless (i) such Borrower is the surviving entity of such
merger or consolidation,  (ii) the Bank receives pro forma financial  statements
from an independent  certified  public  accountant  satisfactory  to the Bank to
reflect such merger or consolidation,  and such pro forma statements set forth a
Tangible  Net Worth of the  Borrowers  which  equals or exceeds the Tangible Net
Worth of the Borrowers prior to such event, (iii) no Default or Event of Default
shall  occur as a result of and after  giving  effect to such event and (iv) the
security  interest of the Bank in the Collateral  (and the priority  position of
the Bank with respect thereto) shall not be affected,  diminished or impaired in
any way.

         7. A new  section  (Section  5.23)  of the Loan  Agreement  is added to
provide:

         During the term of the Note, neither Borrower shall issue any dividends
which, in the aggregate, exceed such Borrower's current year net income.

         8. A new  section  (Section  5.24)  of the Loan  Agreement  is added to
provide:

         Commencing  January 1, 2001 and during the term of the Note, Baltek and
its subsidiaries  shall maintain a combined Minimum Tangible Net Worth of Thirty
Three Million Five Hundred Thousand  ($33,500,000)  Dollars with annual step ups
of One Million Two Hundred and Fifty Thousand ($1,250,000) Dollars.

         9. A new  section  (Section  5.25)  of the Loan  Agreement  is added to
provide:

         Debt Service Coverage Ratio.  Commencing January 1, 2001 and during the
term of the Note,  the  Borrowers,  on a  consolidated  basis,  shall not cause,
suffer or permit its Debt Service Coverage Ratio (as hereinafter  defined) to be
less than 1.25 to 1 measured  quarterly,  on a rolling four quarter basis. "Debt
Service  Coverage  Ratio"  shall mean the ratio of (i) EBITDA,  less cash taxes,
dividends and cash capital expenditures, to (ii) the sum of: (a) Current Portion
of Long Term Indebtedness (as hereinafter  defined) and (b) interest expense for
the last twelve (12) months.  "Current Portion of Long Term Indebtedness"  shall
mean that portion of the Obligor's Long Term Indebtedness due and payable within
the last twelve (12) months,  determined in accordance  with generally  accepted
accounting principles.

                                       5
<PAGE>


         10.  Baltek shall be entitled to guarantee  loans made to Baltek SA and
Baltek Limited which, in the aggregate,  do not exceed  $1,000,000 and to assist
Baltek SA and Baltek Limited in obtaining such loans.

         11. No Change.  Except as expressly set forth herein,  all of the terms
and provisions of the Loan Agreement shall continue in full force and effect.


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly  authorized  officers as of
the day and year first above written.

ATTEST:                                     BALTEK CORPORATION



By:                                         By:
   ---------------------------------           ---------------------------------
   Ronald Tassello, Treasurer                  Name: Jacques Kohn
                                               Title:President



ATTEST:                                     CRUSTACEA CORPORATION


By:                                         By:
   ---------------------------------           ---------------------------------
   Ronald Tassello, Treasurer                  Name:Jacques Kohn
                                               Title: President


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1.4
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>SECOND SUBSTITUTE REVOLVING CREDIT NOTE
<TEXT>


                     SECOND SUBSTITUTE REVOLVING CREDIT NOTE

$16,500,000.00                                                 December 31, 2000


         FOR VALUE RECEIVED,  the undersigned,  BALTEK  CORPORATION,  a Delaware
corporation and CRUSTACEA  CORPORATION,  a Delaware  corporation (each of Baltek
Corporation  and  Crustacea   Corporation  a  "Borrower"  and  collectively  the
"Borrowers"), hereby, jointly and severally,  unconditionally promises to pay on
or before December 31, 2003 (the "Maturity  Date"), to the order of SUMMIT BANK,
a banking  institution of the State of New Jersey (the "Bank"), at the office of
the Bank located at 250 Moore Street,  Hackensack,  New Jersey, or at such other
location as the Bank shall  designate,  in lawful money of the United  States of
America  and  in  immediately  available  funds,  the  principal  amount  of (i)
$16,500,000.00  or (ii) so much thereof (or any greater amount, if any) as shall
have been advanced (the "Advances") by the Bank to the Borrower pursuant to that
certain  Revolving  Loan and Security  Agreement  dated  December  21, 1999,  as
amended by a First  Amendment to Revolving Loan and Security  Agreement dated as
of September  30, 2000,  and a Second  Amendment to Revolving  Loan and Security
Agreement  dated as of December 31, 2000 between the  Borrowers and the Bank, as
may be further amended from time to time (the "Agreement"). Terms defined in the
Agreement shall have the same meaning when used herein.

         The Borrowers  jointly and  severally  further agree to pay interest in
like money at such  office on the unpaid  principal  amount  hereof from time to
time as  hereinafter  provided.  The unpaid  principal  amount hereof shall bear
interest  commencing with the date hereof at a fluctuating  rate per annum equal
to the Base  Rate  minus  three-quarters  of one  percent  (3/4 of 1%).  As used
herein, the term "Base Rate" shall mean the rate of interest announced from time
to time by the Bank as its  "base  rate" or "base  lending  rate".  This rate of
interest is determined  from time to time by the Bank as a means of pricing some
loans to its  customers  and is neither tied to any external rate of interest or
index nor does it  necessarily  reflect  the lowest  rate of  interest  actually
charged by the Bank to any  particular  class or  category of  customers  of the
Bank.

         Interest  shall be  calculated  on the basis of a 360-day  year for the
actual  number of days  elapsed  and shall be adjusted  automatically  as of the
opening  of  business  on each  day on which  any  change  in the  Base  Rate is
announced by the Bank at its principal office.

         Installments  of accrued  interest only shall be due and payable hereon
monthly,  with the first such installment being due and payable on the first day
of the first month following the date hereof,  and the remainder of such monthly
installments  of  interest  being due and  payable  on the first day of each and
every month thereafter until this Note shall have been paid in full.

         Notwithstanding   anything  contained  herein  to  the  contrary,   the
Borrowers  shall  have  the  option,  in  accordance  with  Section  2.1  of the
Agreement,  to  convert  all or any part of its Base Rate Loans (as such term is
defined in the  Agreement) to LIBOR Based Rate Loans (as such term is defined in
the Agreement),  and upon doing so shall, jointly and severally, pay interest on
the  unpaid  principal  amount of this Note from time to time  outstanding  on a
monthly basis.

                                       1
<PAGE>



         All advances made by the Bank to the  Borrowers  hereunder may be noted
by the Bank on the Schedule to be annexed hereto,  and the Bank is authorized to
make such notations which shall be prima facie evidence of the principal  amount
outstanding  hereunder at any time; provided,  however, that any failure to make
such a notation (or any error in notation)  shall not limit or otherwise  affect
the obligation of the Borrowers hereunder which is and shall remain absolute and
unconditional.

         In the event that any payment due under this Note shall not be received
by Bank  within ten (10) days of the due date,  Borrowers  shall,  to the extent
permitted  by law,  pay Bank a late charge of five  percent  (5%) of the overdue
payment (but in no event more than  $2,500.00) as compensation to Bank. Any such
late charge  shall be in addition to all other rights and remedies to which Bank
may be entitled and shall be immediately due and payable.  Borrowers acknowledge
that (i) such late  charge is a  material  inducement  to Bank to make the loan,
(ii) Bank would not have made the loan in the  absence of the  agreement  of the
Borrowers to pay such late  charge,  and (iii) such late charge is not a penalty
and  represents  a  reasonable  estimate of the cost to Bank in  allocating  its
resources (both personnel and financial) to the additional  review,  monitoring,
administration and collection of the loan.

         All payments received  hereunder may be applied first to the payment of
any expenses or charges payable hereunder and accrued interest,  and the balance
only applied to principal.

         This Note may be prepaid, in whole or in part, at one time or from time
to time, without premium or penalty.

         This Note is a  replacement  of the  Substitute  Revolving  Credit note
dated September 30, 2000,  which was a replacement of the Revolving  Credit Note
dated  December  21,  1999,  referred to in the  Agreement  and this Note is the
Second Substitute Note referred to in the Second Amendment to Revolving Loan and
Security  Agreement  of even date  herewith,  and is secured  by the  Collateral
described in the Agreement and the Guaranty Agreement.

         The Bank may declare this Note to be immediately due and payable if any
of the following events shall have occurred:

         (1)  Failure  by the  Borrowers  to make any  payment of  principal  or
interest on this Note when due; or

         (2) An Event of Default shall have occurred  under the Agreement or any
of the other Loan  Documents  (including  any grace periods  provided  herein or
therein).

         To the extent permitted by law,  whenever there is any Event of Default
under this Note, the RATE of interest on the unpaid principal  balance shall, at
the option of the Bank, be 5% in excess of the RATE of interest provided herein.
Borrowers acknowledge that: (i) such additional rate is a material inducement to
Bank to make the loan;  (ii) Bank would not have made the loan in absence of the
agreement of the Borrowers to pay such  additional  rate;  (iii) such additional
rate represents  compensation  for increased risk to Bank that the loan will not

                                       2
<PAGE>

be  repaid;  and (iv) such rate is not a penalty  and  represents  a  reasonable
estimate of (a) the cost to Bank in allocating its resources (both personnel and
financial) to the on-going review, monitoring,  administration and collection of
the  loan  and (b)  compensation  to Bank  for  losses  that  are  difficult  to
ascertain.

         This  Note  may not be  changed  orally,  but only by an  agreement  in
writing,  signed by the party against whom  enforcement  of any waiver,  change,
modification or discharge is sought.

         Should the indebtedness  represented by this Note or any part hereof be
collected  at law or in equity,  or in  bankruptcy,  receivership,  or any other
court  proceeding,  or should this Note be placed in the hands of attorneys  for
collection  upon  default,  the  Borrower  agrees  to pay,  in  addition  to the
principal  and  interest  due  and  payable  hereon,  all  reasonable  costs  of
collecting or attempting to collect this Note, including  reasonable  attorneys'
fees and expenses.

         This Note  shall be and  remain in full  force and effect and in no way
impaired  until the  actual  payment  thereof  to the Bank,  its  successors  or
assigns.

         Anything herein to the contrary notwithstanding, the obligations of the
Borrower  under this Note shall be subject to the  limitation  that  payments of
interest shall not be required to the extent that receipt of any such payment by
the Bank would be contrary to provisions of law  applicable to the Bank limiting
the maximum rate of interest which may be charged or collected by the Bank.

         Each of the Borrowers  and all  endorsers  and  guarantors of this Note
hereby waive presentment,  demand for payment, protest and notice of dishonor of
this Note.

         This Note is binding upon the Borrowers and its  successors and assigns
and shall inure to the benefit of the Bank and its successors and assigns.

         This Note and the rights and obligations of the parties hereto shall be
subject to and governed by the laws of the State of New Jersey.

         IN WITNESS WHEREOF,  the undersigned has caused this Second  Substitute
Revolving  Credit Note to be duly executed by its authorized  officers as of the
day and year above written.

ATTEST:                                     BALTEK CORPORATION

                                            By:
-----------------------                        --------------------------------
Ronald Tascello, Treas.                        Jacques Kohn, President


ATTEST:                                     CRUSTACEA CORPORATION

                                            By:
------------------------                       --------------------------------
Ronald Tascello, Treas.                        Jacques Kohn, President


                                       3

<PAGE>




             Schedule to Second Substitute Revolving Credit Note of
                  Baltek Corporation and Crustacea Corporation
                                       To
                                   Summit Bank




                Amount           Amount             Unpaid
                Of               Principal          Principal       Notation
Date            Advance          Repaid             Balance         by_______
-------------------------------------------------------------------------------

                $                $                  $


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>J. KOHN AGREEMENT
<TEXT>


                                    AGREEMENT


This AGREEMENT (the  "Agreement"),  made and entered into this 5th day of March,
2001, is by and between Baltek Corporation,  a Delaware corporation  ("Baltek"),
and Jacques and Jean Kohn (the "Stockholders") and Bernard Kohn (the "Seller").


                              W I T N E S S E T H:


         WHEREAS, the Seller and each Stockholder  respectively own 332,194 (the
"Seller's  Shares"),  469,565 and 469,565  shares  (collectively  (including the
Seller's  Shares) the "Kohn Shares") of Baltek common stock,  par value of $1.00
per share (the "Common Stock");

         WHEREAS,  the  Seller's  Shares are subject to a voting trust which the
Seller contends  terminated in 2000 and the Stockholders  contend will terminate
in 2001; and

         WHEREAS,  the parties to this Agreement desire to provide  liquidity to
the Seller in respect to the Seller's  Shares while  preserving the  controlling
interest of the Kohn family in Baltek;

         NOW,  THEREFORE,  in consideration of the premises and mutual covenants
contained  herein,  Baltek  agrees to  purchase  from the  Seller and the Seller
agrees  to sell to Baltek  the  Seller's  Shares  upon the  following  terms and
conditions:

         Section 1. The Purchase and Sale.  Subject to the terms and  conditions
hereinafter  set  forth,  at  the  respective   closings  of  the   transactions
contemplated  hereby,  the Seller shall sell, convey and transfer the portion of
the  Seller's  Shares  set  forth in  Section 3 hereof,  and  deliver  to Baltek
certificates  representing  such shares,  and Baltek shall  purchase from Seller
such portion of the Seller's Shares in  consideration  of the purchase price set
forth in Section 4 herein below. The certificates  representing  Baltek's Common
Stock shall be duly endorsed for transfer or accompanied  by  appropriate  stock
transfer powers duly executed in blank, in either case with signatures
guaranteed in the customary fashion.

         Notwithstanding  any  provision  to  the  contrary  contained  in  this
Agreement,  the following  transfers of Seller's Shares shall be permitted:  (a)
the Seller may transfer  Seller's  Shares  pursuant to a will or pursuant to the
laws of descent and distribution  (subject to compliance with the next paragraph
hereof,   which  compliance   shall  be  procured  by  the  Seller's   executor,
administrator  or other legal  representative);  and (b) the Seller may transfer
all or any portion of Seller's  Shares to (i) the spouse or any lineal  ancestor
or descendant of the Seller or (ii) any trust,  the sole  beneficiaries of which
are  any  one or  more  of  the  Seller's  spouse  or any  lineal  ancestors  or
descendants of the Seller, subject to compliance with the next paragraph hereof.
For  purposes of this  Agreement,  the term lineal  descendant  of Seller  shall
include the  Seller's  children,  grandchildren,  nephews  and  nieces,  whether
natural born or adopted.

         In the event of a transfer of some of all of Seller's  Shares  pursuant
to the preceding  paragraph  hereof,  including a transfer pursuant to a will or
pursuant  to the  laws of  descent  and  distribution,  each  transferee  of the
transferred Seller's Shares shall promptly notify the Stockholders and Baltek in
writing of the  transfer  and shall  abide by,  and shall  hold the  transferred
Seller's  Shares  subject to, the terms of this Agreement that are applicable to
the Seller as of the time of the transfer and that would have been applicable to
the Seller had he retained  such  Seller's  Shares.  As promptly as  practicable
after such  transfer,  the  transferee  of such  Seller's  Shares shall  execute
counterpart  copies of this Agreement and shall deliver such counterparts to the
Stockholders and Baltek.

<PAGE>


         Section 2. The Closing.  The closings of the transactions  contemplated
by this  Agreement  shall be held at such place as is agreed upon by the parties
hereto (i) on the date of execution hereof and (ii) on the first business day of
2002 and each  subsequent  year until,  and  including,  the year 2005 (each,  a
"Closing  Date").

         Section 3. The  Installments.  Except as otherwise  provided herein, on
each Closing  Date,  the Seller  shall sell,  convey and transfer to Baltek that
number of shares equal to  one-fifth  (1/5) of Seller's  Shares,  rounded to the
closest number of whole shares,  except that the fifth  installment shall be all
of the remaining Seller's Shares (each, an "Installment"),  and Baltek shall pay
to the Seller,  in either cash or certified or cashier's  check, the fair market
value for such Seller's Shares (the "Purchase  Price")  determined in accordance
with Section 4 hereof.  Notwithstanding the foregoing, Baltek's purchase of each
of the last four (4)  Installments  in  accordance  with the  provisions of this
Agreement shall be subject to the good faith  determination  of the Baltek Board
of Directors (the "Board") that Baltek has available sufficient capital, whether
in terms of  borrowing  power or  otherwise,  to  permit  it to  consummate  the
purchase  of  such  subsequent  Installment.  Baltek  may  assign  its  purchase
obligation  with respect to any  Installment  to a third party or third parties,
provided,  however,  that no such assignment  shall relieve Baltek of any of its
obligations hereunder.

         Section 4. The Purchase Price.

            (a) The Purchase Price for each Installment  shall be the product of
(x) the average  closing  market price per share of Common Stock over the twenty
(20) trading day period ending  immediately prior to the respective Closing Date
and (y) the number of Seller's Shares in the respective Installment.

            (b) If the Common  Stock is no longer  traded on the NASDAQ or other
national exchange in which closing sale prices are available, the Purchase Price
for each Installment shall be the product of (z) the average bid and asked price
per share  during the same twenty (20)  trading  day period  ending  immediately
prior to the  respective  Closing Date and (y) the number of Seller's  Shares in
the respective Installment.

            (c) In the event that neither  closing sale prices nor bid and asked
prices are  available  for the Common  Stock,  Seller and Baltek shall each name
(and bear the costs and expenses of) its own independent appraiser to assess the
fair  market  value of the Common  Stock for the  purposes  of  determining  the
Purchase  Price  pursuant  to this  Section 4. Such fair  market  value shall be
calculated  without regard to any discount that might apply because the Seller's
Shares or any Installment thereof represent a minority interest,  are restricted
as to transferability or are otherwise illiquid.  If the independent  appraisers
cannot agree on a valuation, such independent appraisers shall designate a third
appraiser (the costs and expenses thereof being borne half by Seller and half by
Baltek whose valuation shall be  determinative  as to the Purchase Price, all in
such manner as to insure that the final  determination  of the Purchase Price is
made  within  thirty  (30)  calendar  days after the  respective  Closing  Date;
provided,  however,  that the valuation for each share of Common Stock shall not
be lower than the lowest  valuation or higher than the highest  valuation of the
independent  appraisers  chosen by Seller and  Baltek.  In all such  cases,  the
Purchase  Price for each  Installment  shall be the product of (w) the price per
share  established by the  appraisers or appraiser,  as the case may be, and (y)
the number of Seller's Shares in the respective Installment.

         Section 5. Deferral. In accordance with Section 3 hereinabove and other
relevant  provisions  of this  Agreement,  should the Board  determine,  in good
faith, that the purchase of any Installment  subsequent to the first Installment
cannot be  consummated  pursuant to the terms of this Agreement due to a lack of
capital availability, and the Board cannot cause a third party to consummate the
same, any and all such subsequent Installments shall be deferred until the Board
causes a third party to purchase such subsequent  Installment or Installments or
it makes a good faith  determination that Baltek has, or can reasonably acquire,
the capital to consummate the same and causes Baltek to effect such purchase.

<PAGE>

         Section 6. Voting Trust: Agreement.

            (a)  The  Voting  Trust.  To the  extent  that  it has  not  already
terminated, the voting trust, dated May 25, 1991, to which the Seller is a party
and  pursuant  to  which  the  Stockholders  act as  trustees,  shall  terminate
immediately  upon the  execution of this  Agreement,  at which time Baltek shall
take  any  necessary  action  or  actions  required  to  deliver  to the  Seller
certificates of stock representing all of Seller's Shares.

            (b)  Voting  Agreement.  During  the  term  of this  Agreement,  the
Stockholders  and the Seller expressly agree to vote the Kohn Shares as a single
unit and consent to or withhold  consent from,  similarly as a single unit,  any
corporate or shareholder  action of any kind  whatsoever,  whenever such vote or
consent  is  required  or  permitted  by law or  otherwise,  including,  without
limitation, the election of directors, amendment or repeal of the Certificate of
Incorporation and Bylaws of Baltek, or any proposed increase, decrease or change
in the classification of the capital stock of Baltek or any proposed dissolution
and  liquidation  or merger or  consolidation  of  Baltek  into or with  another
corporation or corporations, or any sale, lease, transfer, conveyance,  mortgage
or encumbrance of all or any substantial  part of Baltek  property.  In order to
effect the voting of the Kohn Shares as a single unit, the  Stockholders and the
Seller shall confer at a mutually agreeable time, but in any event no later than
ten (10)  calendar  days  prior to the date on which  such  vote or  consent  is
required to be given, whether at a shareholders' meeting or otherwise,  in which
conference  each individual  shall be given one vote, for each matter  requiring
the vote or consent of the Kohn Shares. In respect to each such matter, the Kohn
Shares  will then be voted as one unit based on the  majority  vote of the three
(3) individuals.  Notwithstanding  the foregoing,  at the election of Seller, in
the event of a  deferral  pursuant  to  Section 5  hereinabove,  either (i) this
Section 6 (b) shall be suspended and shall remain  suspended until such deferred
Installment or Installments  have been purchased in accordance with the terms of
this  Agreement  or (ii) Seller  shall  remain  subject to the voting  agreement
contained  in this  Section  6 (b) but  shall  be  free  to sell  such  deferred
Installment or Installments  in one or more open market or privately  negotiated
transactions,  subject to any applicable legal  requirements  pertaining to such
sales, provided,  however, that such right shall lapse as to any unsold Seller's
Shares  if  and  when  the  unsold  portion  of  any  deferred   Installment  or
Installments is purchased in accordance with the provisions of Section 3 hereof.

         Section 7. General  Transactions.  If Baltek enters into a transaction,
such as a merger, sale or liquidation, whereby all Baltek shareholders will sell
all of their Common Stock, this Agreement shall terminate  concurrently with the
consummation  of such  transaction,  and all parties  hereto shall be discharged
from all further obligations hereunder.

         Section 8. Tag-Along Right.

            (a) In the event that the Stockholders  receive,  at any time during
the term of this Agreement,  a bona fide third party offer in writing (the "Bona
Fide Offer"), which the Stockholders desire to accept, to purchase any or all of
the Baltek shares owned by the  Stockholders,  then the Stockholders  shall give
the Seller the name of the third party making the Bona Fide Offer (the "Proposed
Acquirer")  and a copy of the Bona Fide Offer,  containing  all of the  material
terms and conditions thereof (the "Stockholder Notice").

            (b) The Seller  shall  have the  irrevocable  right (the  "Tag-Along
Right") to require the  Stockholders to arrange with the Proposed  Acquirer that
the Proposed  Acquirer  purchase from the Seller, on the same terms as set forth
in the Bona Fide Offer as applicable to the  Stockholders  in their  capacity as
shareholders  of Baltek,  that number of Seller's Shares (but not less than such
number of  Seller's  Shares)  which is equal to the product of (x) the number of
shares of Common  Stock  currently  owned by the Seller and (y) a fraction,  the
numerator if which is the number of shares of Common  Stock  proposed to be sold
by the  Stockholders  and the  denominator  of which is the  number of shares of
Common  Stock  (calculated  on a fully  diluted  basis)  currently  owned by the
Stockholders (the "Tag-Along Amount").

<PAGE>


            (c) The  Tag-Along  Right may be exercised by the Seller by delivery
of a  written  notice to the  Stockholders  within  twenty  (20)  calendar  days
following his receipt of the Stockholder  Notice stating that the Seller intends
to sell the  Tag-Along  Amount.  Failure to deliver a Tag-Along  Notice shall be
deemed  conclusive  of the Seller's  intent to decline to exercise his Tag-Along
Right.

            (d)  The  Seller's  Shares  (whether  all  or any  portion  thereof)
purchased by the Proposed  Acquirer pursuant to this Section 8 shall be paid for
at the same closing and upon the same terms and conditions,  including price, as
the shares of Common Stock sold by the Stockholders.

            (e) Any Seller's  Shares sold pursuant to the Tag-Along  Right shall
reduce  the  Installments  by the same  number of  Seller's  Shares,  applied in
inverse order of maturity.

         Section 9. Fiduciary Duties.  Nothing contained in this Agreement shall
be deemed  to  relieve  any  officer  of  director  of Baltek of any  applicable
fiduciary  duty with respect to any  transaction  described in or related to the
transactions  described in a Stockholder  Notice or with respect to the Seller's
Shares.
         Section  10.  Legends on Share  Certificates.  So long as the  Seller's
Shares remain subject to the  restrictions in this Agreement,  each  certificate
representing the Seller's Shares shall bear the following legends:

         THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED
UNDER  THE  SECURITIES  ACT OF 1933,  AS  AMENDED  (THE  "ACT"),  OR  UNDER  THE
SECURITIES  LAWS OF ANY STATE.  NO TRANSFER OF THIS  CERTIFICATE OR ANY INTEREST
HEREIN MAY BE MADE EXCEPT PURSUANT TO AN EFFECTIVE  REGISTRATION STATEMENT UNDER
THE ACT AND THE LAWS OF SUCH STATES  UNDER WHOSE LAWS A TRANSFER OF THE INTEREST
REPRESENTED HEREBY WOULD BE SUBJECT TO A REGISTRATION REQUIREMENT, UNLESS BALTEK
CORPORATION AND ITS COUNSEL HAVE RECEIVED A SATISFACTORY OPINION OF COUNSEL THAT
SUCH TRANSFER DOES NOT REQUIRE REGISTRATION UNDER THE ACT OR THE SECURITIES LAWS
OF SUCH STATES.

         THIS CERTIFICATE AND THE SHARES  REPRESENTED HEREBY MAY NOT DIRECTLY OR
INDIRECTLY BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF OR BE MADE THE SUBJECT OF A SECURITY INTEREST EXCEPT AS
PROVIDED IN THAT CERTAIN  AGREEMENT  DATED AS OF MARCH ____,  2001, BY AND AMONG
BALTEK  CORPORATION AND CERTAIN  STOCKHOLDERS OF BALTEK  CORPORATION,  A COPY OF
WHICH  AGREEMENT IS ON FILE AT THE OFFICE OF BALTEK  CORPORATION.  ANY PURPORTED
TRANSFER IN VIOLATION OF THAT AGREEMENT SHALL BE VOID.

         Section 11. Termination Right.  Notwithstanding  any other provision of
this  Agreement,  Seller shall have the right to terminate  this  Agreement,  by
written notice to Stockholders and Baltek,  at any time on or after December 31,
2005. Upon such termination,  Seller shall have no further  obligation and shall
be subject to no further restrictions as set forth in this Agreement.

         Section 12. Entire  Agreement.  This Agreement  constitutes  the entire
agreement among the parties hereto with respect to the subject matter hereof and
is intended as the complete and  exclusive  statement of the  agreement  and the
intention of the parties. This Agreement replaces any and all understandings and
agreements  among the parties  heretofore  with  respect to the  subject  matter
hereof.

         Section 13. Amendment;  Waiver;  Consent. This Agreement may be amended
only by a written  instrument  signed by all the  parties  hereto at the time of
such  amendment;  provided,  however,  that no such amendment  shall deprive any

<PAGE>

party  hereto of any right which has accrued  hereunder  prior to the  effective
date of such  amendment.  No waiver of any provision of this  Agreement,  and no
consent to any departure  therefrom,  shall in any event be effective unless the
same shall be in writing and signed by the parties hereto,  and then such waiver
or consent shall be effective only in the specific instance and for the specific
purpose for which given.

         Section 14. Notices. All notices,  demands, waivers, requests and other
communications  required or permitted to be given  hereunder shall be in writing
and shall be deemed to have been duly given when  delivered  in person,  or when
sent by telecopy  (with receipt  confirmed),  or on the fifth (5th) business day
after  posting  thereof by  registered or certified  mail,  with return  receipt
requested, pre-paid and addressed to any such parties at the following addresses
(or at such other  addresses  as the  parties  hereto may  designate  by written
notice in the manner aforesaid):


(a)             For Baltek:

                10 Fairway Court
                Northvale, New Jersey  07647


(a)             For the Stockholders:

                Jacques Kohn
                c/o Baltek Corporation
                10 Fairway Court
                Northvale, New Jersey  07647

                Jean Kohn
                c/o Baltek Corporation
                10 Fairway Court
                Northvale, New Jersey  07647


(a)             For the Seller:

                Bernard Kohn
                Maison de l'Horloge
                Grand Rue, 34800
                Villeneuvette
                FRANCE


         Section 15. Binding Effect. All of the covenants and agreements in this
Agreement  by or on behalf of any of the parties  hereto shall bind and inure to
the  benefit  of  their  respective   heirs,   guardians,   personal  and  legal
representatives, successors and assigns.

         Section 16.  Headings.  The  headings in this  Agreement  are  intended
solely  for  convenience  of  reference  and  shall be given  no  effect  in the
construction or interpretation of this Agreement.

         Section 17. Invalidity. In the event that one or more of the provisions
of this Agreement shall be invalid, illegal or unenforceable in any respect, the
validity,  legality and  enforceability  of the remaining  provisions  contained
herein shall not in any way be affected or impaired thereby.

         Section  18.  Governing  Law.This  Agreement  shall  be  construed  and
enforced  in  accordance  with,  and the rights of the parties  hereto  shall be
governed  by,  the laws of the State of New York;  provided,  however,  that the
fiduciary  duties of the  officers  and  directors  of Baltek  and the rights of
Seller as a  Stockholder  of Baltek  with  respect to Seller's  Shares  shall be
construed,  enforced,  and  governed  under  and by the  laws  of the  State  of
Delaware.

         Section 19. Counterparts. This Agreement may be executed in two or more
counterparts,  each of which shall be deemed an original, but all of which shall
constitute one and the same Agreement.


<PAGE>




         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.



                                                 BALTEK CORPORATION



                                                 By:
                                                    ----------------------------
                                                       Name:
                                                       Title:


                                                    ----------------------------
                                                    Jacques Kohn



                                                    ----------------------------
                                                    Jean Kohn


                                                    ----------------------------
                                                    Bernard Kohn


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>ANNUAL REPORT
<TEXT>


                       BALTEK CORPORATION AND SUBSIDIARIES




       CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
                      AS OF DECEMBER 31, 2000 AND 1999 AND
        FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2000



                       PREPARED FOR FILING AS PART OF THE
                            ANNUAL REPORT (FORM 10-K)
                    TO THE SECURITIES AND EXCHANGE COMMISSION
                      FOR THE YEAR ENDED DECEMBER 31, 2000


                                   **********


<PAGE>


BALTEK CORPORATION AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND
  FINANCIAL STATEMENT SCHEDULE
PREPARED FOR FILING AS PART OF THE ANNUAL REPORT
  (FORM 10-K) TO THE SECURITIES AND EXCHANGE COMMISSION
YEAR ENDED DECEMBER 31, 2000

--------------------------------------------------------------------------------


                                                                           Page

INDEPENDENT AUDITORS' REPORT................................................1

   Consolidated Balance Sheets as of December 31, 2000 and 1999.............2

   Consolidated Statements of Income for Each of the Three Years
             in  the  Period  Ended  December 31, 2000......................3

   Consolidated Statements of Stockholders' Equity for Each of
             the Three Years in the Period Ended December 31, 2000..........4

   Consolidated Statements of Cash Flows for Each of the Three
             Years in the Period Ended December 31, 2000....................5

   Notes to Consolidated Financial Statements for Each of the
            Three Years in the Period Ended December 31, 2000..............6-19

FINANCIAL STATEMENT SCHEDULE AS OF AND FOR EACH OF THE THREE YEARS IN THE PERIOD
ENDED DECEMBER 31, 2000:

II - Valuation and Qualifying Accounts......................................20


All other schedules for which provision is made in the applicable regulations of
the Securities and Exchange  Commission have been omitted because of the absence
of the  conditions  under  which  they are  required  or  because  the  required
information called for is set forth in the consolidated  financial statements or
notes thereto.


<PAGE>


INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
Baltek Corporation and Subsidiaries

We  have  audited  the  accompanying   consolidated  balance  sheets  of  Baltek
Corporation and  Subsidiaries  (the  "Corporation")  as of December 31, 2000 and
1999, and the related consolidated  statements of income,  stockholders' equity,
and cash flows for each of the three  years in the  period  ended  December  31,
2000. Our audits also included the financial  statement  schedule  listed in the
accompanying index. These financial  statements and financial statement schedule
are the responsibility of the Corporation's management. Our responsibility is to
express an opinion on the financial  statements and financial statement schedule
based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  such consolidated  financial  statements present fairly, in all
material respects, the financial position of Baltek Corporation and Subsidiaries
as of December 31, 2000 and 1999, and the results of their  operations and their
cash flows for each of the three years in the period ended  December 31, 2000 in
conformity with accounting principles generally accepted in the United States of
America.  Also,  in  our  opinion,  such  financial  statement  schedule,   when
considered in relation to the basic consolidated financial statements taken as a
whole,  presents  fairly in all  material  respects  the  information  set forth
therein.

DELOITTE & TOUCHE LLP
Parsippany, New Jersey

March 15, 2001

<PAGE>

<TABLE>
<CAPTION>
                       BALTEK CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                  (Dollars in thousands, except per share data)
-------------------------------------------------------------------------------------------------------------------------

                                                                                                     December 31,
ASSETS                                                                                        2000                  1999

CURRENT ASSETS:
<S>                                                                                          <C>                  <C>
   Cash and cash equivalents                                                                 $  1,338            $   967
   Accounts receivable (less allowance for doubtful
        accounts - 2000, $275; 1999, $175)                                                     10,370              9,285
   Inventories                                                                                 20,421             18,478
   Prepaid expenses                                                                               539                551
   Other                                                                                        1,779              1,185
                                                                                             --------            -------
       Total current assets                                                                    34,447             30,466

PROPERTY, PLANT AND EQUIPMENT - Net                                                            13,062             13,565

TIMBER AND TIMBERLANDS                                                                          9,073              8,200

OTHER ASSETS                                                                                      949                674
                                                                                             --------            -------

TOTAL ASSETS                                                                                 $ 57,531            $52,905
                                                                                             ========            =======

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Notes payable                                                                             $ 10,605            $ 8,079
   Accounts payable                                                                             3,863              4,821
   Income taxes payable                                                                           143                211
   Accrued salaries, wages and bonuses payable                                                  1,190              1,211
   Accrued expenses and other liabilities                                                       1,494                683
   Current portion of long-term debt                                                               44                199
   Current portion of obligation under capital lease                                              465                415
                                                                                             --------            -------
         Total current liabilities                                                             17,804             15,619

OBLIGATION UNDER CAPITAL LEASE                                                                     82                547

LONG-TERM DEBT                                                                                     46                 44

UNION EMPLOYEE TERMINATION BENEFITS                                                               121                 99
                                                                                             --------            -------
           Total liabilities                                                                   18,053             16,309
                                                                                             --------            -------

STOCKHOLDERS' EQUITY:
   Preferred stock, $1.00 par; 5,000,000 shares authorized and unissued                             -                  -
   Common stock, $1.00 par; 10,000,000 shares authorized,
         2,523,261 shares issued and outstanding                                                2,523              2,523
   Additional paid-in capital                                                                   2,157              2,157
   Retained earnings                                                                           34,798             31,916
                                                                                             --------            -------

          Total stockholders' equity                                                           39,478             36,596
                                                                                             --------            -------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                   $ 57,531            $52,905
                                                                                             ========            =======
</TABLE>


See notes to consolidated financial statements.


<PAGE>

<TABLE>
<CAPTION>
                       BALTEK CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                  (Dollars in thousands, except per share data)
---------------------------------------------------------------------------------------------------------

                                                           Year Ended December 31,
                                             2000                  1999                  1998

<S>                                        <C>                    <C>                  <C>
NET SALES                                  $  89,060              $ 86,027             $  67,695

COST OF PRODUCTS SOLD                         68,364                66,337                50,607

SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSES                     14,865                14,145                11,954
                                           ---------              --------             ---------

           Operating income                    5,831                 5,545                 5,134
                                           ---------              --------             ---------

OTHER INCOME (EXPENSES):
  Interest expense                              (937)               (1,356)               (1,554)
  Foreign exchange (loss) gain                  (328)                 (336)                  814
  Interest income                                 14                    15                     4
  Other, net                                      (6)                   --                     5
                                           ---------              --------             ---------

           Total                              (1,257)               (1,677)                 (731)
                                           ---------              --------             ---------

INCOME BEFORE TAXES                            4,574                 3,868                 4,403

INCOME TAX PROVISION                           1,692                 1,052                 1,144
                                           ---------              --------             ---------

NET INCOME                                 $   2,882              $  2,816             $   3,259
                                           =========              ========             =========

BASIC AND DILUTED EARNINGS
   PER COMMON SHARE                        $    1.14              $   1.12             $    1.29
                                           =========              ========             =========
</TABLE>

See notes to consolidated financial statements.

<PAGE>

<TABLE>
<CAPTION>
                       BALTEK CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 (Dollars in thousands, except per share data)
-------------------------------------------------------------------------------------------------------------

                                     Common Stock,        Additional Paid-in        Retained
                                        $1 Par                 Capital              Earnings

<S>                                    <C>                     <C>                  <C>
BALANCE, JANUARY 1, 1998               $ 2,523                 $ 2,157              $ 25,841
  Net income - 1998                          -                       -                 3,259
                                    -------------           -------------       ----------------

BALANCE, DECEMBER 31, 1998               2,523                   2,157                29,100
  Net income - 1999                          -                       -                 2,816
                                    -------------           -------------       ----------------


BALANCE, DECEMBER 31, 1999               2,523                   2,157                31,916
  Net income - 2000                          -                       -                 2,882
                                    -------------           -------------       ----------------


BALANCE, DECEMBER 31, 2000             $ 2,523                $  2,157              $ 34,798
                                    =============           =============       ================
</TABLE>


See notes to consolidated financial statements.


<PAGE>

<TABLE>
<CAPTION>

                                            BALTEK CORPORATION AND SUBSIDIARIES
                                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                  (Dollars in thousands)
--------------------------------------------------------------------------------------------------------------------------------
                                                                                           Year Ended December 31,
                                                                                2000               1999               1998
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                          <C>                <C>                <C>
  Net income                                                                 $  2,882           $  2,816           $  3,259
  Adjustments to reconcile net income to net cash
    provided by operating activities:
    Depreciation and amortization                                               3,038              3,002              2,492
    Foreign exchange loss (gain)                                                  328                336               (814)
    Deferred taxes                                                               (384)              (180)               (93)
    Changes in assets and  liabilities,  net of the  effect
       of foreign currency translation and acquisition:
        Accounts receivable                                                    (1,086)            (2,338)            (1,829)
        Income tax payable/receivable                                             (68)               (15)               206
        Inventories                                                            (1,943)            (3,390)               (67)
        Prepaid expenses and other current assets                                (446)                36                 17
        Other assets                                                              (29)               (14)                (2)
        Accounts payable and accrued expenses                                    (174)             1,839               (405)
        Other                                                                      34               (234)               (72)
                                                                          -------------        -----------        ------------

           Net cash provided by operating activities                            2,152              1,858              2,692
                                                                          -------------        -----------        ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Net acquisitions of property, plant and equipment                            (1,746)            (2,410)            (3,296)
  Increase in timber and timberlands                                           (1,615)              (943)            (1,737)
  Acquisition of seafood assets, net of cash acquired                             ---               (491)                 -
                                                                          -------------        -----------        ------------

           Net cash used in investing activities                               (3,361)            (3,844)            (5,033)
                                                                          -------------        -----------        ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Increase in notes payable                                                     2,526              3,398              1,529
  Borrowings of long-term debt                                                     --                 --              1,428
  Payments of long-term debt                                                     (210)            (1,357)            (1,756)
  Principal payments under capital lease                                         (415)              (382)              (337)
                                                                          -------------        -----------        ------------

           Net cash provided by financing activities                            1,901              1,659                864
                                                                          -------------        -----------        ------------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                          (321)               238              1,356
                                                                          -------------        -----------        ------------

INCREASE (DECREASE) IN
  CASH AND CASH EQUIVALENTS                                                       371                (89)              (121)

CASH AND CASH EQUIVALENTS,
  BEGINNING OF YEAR                                                               967              1,056              1,177
                                                                          -------------        -----------        ------------

CASH AND CASH EQUIVALENTS,
  END OF YEAR                                                               $   1,338           $    967            $ 1,056
                                                                          =============        ===========        ============

SUPPLEMENTAL DISCLOSURES OF
  CASH FLOW INFORMATION:
  Cash paid during the year for:
    Interest                                                                $     897           $  1,281            $ 1,292
                                                                          =============        ===========        ============

    Income taxes                                                            $   2,199           $  1,509            $ 1,025
                                                                          =============        ===========        ============
</TABLE>

See notes to consolidated financial statements.


<PAGE>


BALTEK CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2000
--------------------------------------------------------------------------------

1.    NATURE OF OPERATIONS

      Baltek  Corporation  and  subsidiaries  (the "Company") is a multinational
      manufacturing and marketing company.  The Company operates in two lines of
      business: supplying core materials,  principally balsa wood and balsa wood
      products,  linear and cross-linked PVC Foam and non-woven polyester mat to
      various composite  industries;  and in the seafood  business,  as a shrimp
      producer and as an importer.  Approximately  71% of Baltek's  revenues are
      derived from its core materials segment and 29% from the seafood segment.

      The  principal  market for the Company's  core  materials is in the United
      States,  while the seafood market is divided between the United States and
      Europe.

      The balsa and shrimp products are produced in Ecuador,  South America. The
      supply of raw materials has been without  interruption  for over 60 years.
      The balsa and shrimp  identifiable assets located at various facilities in
      Ecuador are included in the Company's consolidated balance sheet and total
      approximately  $25 million at December 31, 2000. Foam and mat products are
      purchased from outside vendors; the foam products are further processed by
      the Company for sale to customers.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Principles  of  Consolidation  -  The  consolidated  financial  statements
      include the accounts of the Company and its wholly-owned subsidiaries. All
      significant intercompany accounts and transactions have been eliminated in
      consolidation.

      Cash and Cash Equivalents - Cash equivalents  consist of short-term highly
      liquid investments with maturities of three months or less when purchased.

      Cash flows from Baltek's  operations in foreign  countries are  calculated
      based on their reporting currencies.  As a result of this, amounts related
      to  changes  in  assets  and  liabilities  reported  on  the  consolidated
      statement  of cash  flows  will not  necessarily  agree to  changes in the
      corresponding  balances on the consolidated  balance sheets. The effect of
      exchange  rate  changes on cash  balances  held in foreign  currencies  is
      reported on a separate line below cash flows from financing activities.

      Inventories - Inventories are valued at the lower of cost or market.  Cost
      is determined by use of the first-in, first-out (FIFO) method.

      Investments - All investments  held by the Company are recorded as trading
      securities and included in other current assets.

      Property - Property,  plant and equipment is stated at cost.  Depreciation
      is provided for depreciable assets over their estimated useful lives using
      various accepted  depreciation  methods. The asset under capital lease and
      leasehold improvements are amortized over their estimated useful lives, or
      the life of the lease, whichever is shorter.

      Income  Taxes - Taxes on current  income are  provided  by the Company and
      each  subsidiary as prescribed by local tax laws.  Deferred tax assets and
      liabilities are recognized for the future tax consequences attributable to
      differences  between the financial  statement carrying amounts of existing
      assets and liabilities and their respective tax bases.

<PAGE>

      Timber and Timberlands - Timberlands are carried at cost.  Timber-deferred
      cultivation  costs  represent the cost of preparing,  clearing and seeding
      the Company's balsa wood plantations. Amortization of deferred cultivation
      costs  is  based on units of  production.  Timber  carrying  costs,  which
      include  the  regular  maintenance  and  overseeing  of  timberlands,  are
      expensed as incurred.

      Common  Stock - Holders of the  Company's  Common  Stock have full voting,
      dividend and liquidation preferences in the Company.

      Foreign Currency  Translation - The financial  statements of the Company's
      European and Japanese  subsidiaries are remeasured into U.S. dollars,  the
      Company's functional  currency.  In accordance with local requirements the
      Ecuadorean subsidiaries are now maintained in U.S. dollars.

      Financial  Instruments - Derivative financial  instruments are used by the
      Company to manage its interest  rate and foreign  currency  exposure  (see
      Note 12).  Effective  January 1, 2001 the  Company  adopted  Statement  of
      Financial  Accounting  Standards  No.  133 (as  amended),  Accounting  for
      Derivative Instruments and Hedging Activities.

      Foreign  Currency  Risk  Management  - The Company  uses  forward  foreign
      currency exchange  contracts to reduce currency exchange rate risk on firm
      commitment  purchases  denominated in foreign currencies.  Gains or losses
      resulting  from these  contracts  are  deferred  and are  included  in the
      purchase  price of the materials.  The maximum term of these  contracts is
      less than two years.  The Company does not intend to enter into derivative
      financial instruments for speculative purposes.

      Concentrations of Credit Risk - Baltek's core material  products,  as well
      as shrimp and other  seafood  products,  are sold to a number of  markets,
      including boating,  transportation,  military,  hobby, and the retail food
      industry. Baltek's products are sold throughout the United States, Canada,
      Europe,  Japan and Australia to approximately 1,600 ultimate users. Credit
      risk  related to Baltek's  trade  receivables  is limited due to the large
      number of customers in differing industries and geographic areas.

      Fair Value of Financial  Instruments - At December 31, 2000 and 1999,  the
      carrying value of cash and cash equivalents, accounts receivable, accounts
      payable and other financial  instruments  approximated  their fair values.
      The  carrying   amount  of  notes  payable  and  other  debt   obligations
      approximates  fair  value  based on the  nature  and  terms of the  loans,
      including  borrowing  rates and other terms  available  to the Company for
      loans with similar terms and conditions.

      Research and Development - Research and  development  costs are charged to
      expense as incurred.  Research  and  development  expenditures  charged to
      operations  were  approximately  $565,000,  $597,000 and $609,000 in 2000,
      1999 and 1998, respectively.

      Basic and  Diluted  Earnings  per  Common  Share -  Earnings  per share is
      computed by dividing net income by the  weighted-average  number of common
      shares  outstanding.   The   weighted-average   number  of  common  shares
      outstanding for all periods  presented is 2,523,261.  The Company does not
      have any potentially  dilutive  instruments;  therefore,  the reporting of
      diluted earnings per share is not applicable.

      Revenue  Recognition - Product  revenues are recognized when title passes.
      For the majority of the Company's sales, this occurs when the products are
      shipped.

      Use of Estimates - The Company's  financial  statements include the use of
      estimates and assumptions which have been developed by management based on
      available  facts and  information.  Actual results could differ from those
      estimates.

      Reclassifications  - Certain  amounts in prior year  financial  statements
      have been reclassified to conform with the current year presentation.


<PAGE>


3.    INVENTORIES

      Inventories  of the core  materials and shrimp  segments are summarized as
      follows (amounts in thousands):

                                     2000               1999

       Raw materials               $ 5,314            $ 5,260
       Work-in-process               3,273              3,050
       Finished goods               11,834             10,168
                                   --------           --------
       Inventories                 $20,421            $18,478
                                   ========           =======


      Included in the above  amounts are  inventories  relating to the Company's
      seafood  operations of $5,964,000  and $4,358,000 at December 31, 2000 and
      1999, respectively.

4.    PROPERTY, PLANT AND EQUIPMENT

      Property,  plant and equipment is comprised of the  following  (amounts in
      thousands):

<TABLE>
<CAPTION>
                                           Estimated
                                          Useful Lives        2000           1999

<S>                                        <C>              <C>            <C>
      Land                                                  $   125        $   125
      Shrimp properties                    5-20 years        19,306         18,755
      Buildings and improvements            20 years          2,062          2,057
      Machinery and equipment              5-10 years        12,897         12,164
      Leasehold improvements                                  1,002          1,012
      Assets under capital lease                              2,499          2,499
      Construction-in-progress                                  330             --
                                                           ---------      ---------

      Total                                                  38,221         36,612

      Less accumulated depreciation and amortization         25,159         23,047
                                                           ---------      ---------

      Property, plant and equipment-net                     $13,062        $13,565
                                                           =========      =========

</TABLE>


       Shrimp properties  consist  principally of shrimp ponds, a hatchery and a
       packing  plant.  Accumulated  amortization  related  to the  asset  under
       capital  lease  at  December  31,  2000  and  1999  was   $2,207,000  and
       $1,957,000, respectively.

       In April 1999, the Company signed an agreement to purchase certain assets
       and inventory totaling  approximately $500,000 from the seafood importing
       subsidiary  of Nissho Iwai  Corporation.  The  acquisition  increases the
       Company's presence in the seafood industry and allows the Company to sell
       not only shrimp but many other types of seafood, including lobster, crab,
       and  salmon.  Due to the  immateriality  of  the  acquisition,  pro-forma
       information is not presented herein.

<PAGE>

5.    TIMBER AND TIMBERLANDS

      Timber  and  Timberlands  are  comprised  of  the  following  (amounts  in
      thousands):

                                                  2000         1999

       Timberlands                              $ 4,528      $ 3,906
       Timber-deferred cultivation costs          4,545        4,294
                                               ---------    ---------

       Timber and Timberlands                   $ 9,073      $ 8,200
                                               =========    =========

      Amortization of deferred  cultivation  costs was  approximately  $742,000,
      $928,000 and $572,000 at December 31, 2000, 1999 and 1998, respectively.

6.    NOTES PAYABLE

      Notes payable under various  agreements  consist of the following (amounts
      in thousands):

<TABLE>
<CAPTION>
                                                               2000       1999
<S>                                                         <C>          <C>
       U.S. bank loan                                        $ 6,825     $ 5,801

       Ecuadorian bank loans, payable in U.S.
       dollars, due within one year from the origination
       date, with interest rates between 9.87% and 18.0%       3,780       1,857

       Ecuadorian  bank loans,  payable in sucres, due
       within one year from the origination date,
       with interest rates between 46.3% and 63.0%               --         421
                                                             -------     -------

       Notes payable                                         $10,605     $ 8,079
                                                             =======     =======
</TABLE>

      The U.S. Bank loan , which by its original  terms expired on September 30,
      2000 and was extended until December 31, 2000, represents borrowings under
      a secured  $12,500,000  line of credit  with a domestic  bank.  Borrowings
      under the line are secured by the Company's  domestic accounts  receivable
      and  inventory.  At the  Company's  option all or a portion of the amounts
      outstanding  may be tied to the prime rate  (prime  less  3/4%,  8.75% and
      7.75% at  December  31,  2000 and  1999) or LIBOR  plus  1.50%  (8.28%  at
      December 31, 2000). The loan agreement contains non-financial  affirmative
      and negative  covenants and limits the amount of dividends the Company may
      declare.  The  Company is also  required  to pay a  commitment  fee on the
      unused portion of its credit line on a quarterly basis. The Company was in
      compliance with all loan covenants at December 31, 2000.

      At December 31, 2000,  the Company had a one year  interest rate swap that
      converted  $3 million of the  outstanding  borrowing  from a floating to a
      fixed rate, resulting in a fixed rate of 8.90%. The interest  differential
      to be paid or received  under the swap  agreement is  recognized  over the
      life of the swap and is included in interest income or expense.

<PAGE>

      At December 31,  2000,  the Company had a line of credit  available  under
      Ecuadorian  borrowing  arrangements of $4,000,000,  of which approximately
      $220,000 was unused.  Borrowings  under the line are secured by a mortgage
      on certain  land and  buildings  and a  negative  pledge  against  certain
      machinery.  At December 31, 1999, the Ecuadorian  line of credit  included
      dollar and sucre  denominated  short-term loans and sucre denominated term
      loans (see Note 7).

      The weighted average interest rate  on borrowings  outstanding at December
      31, 2000 and 1999 was approximately 10.1% and 12.0%, respectively.

      In  January  2001,  the  Company  signed a new $16.5  million,  three-year
      domestic loan facility which became effective January 1, 2001.  Borrowings
      under the line are secured by the Company's  domestic accounts  receivable
      and inventory.  The amount of eligible borrowings is based on a formula of
      eligible  accounts  receivable  and  eligible  inventory.   The  agreement
      contains two financial covenants (net worth and debt service requirements)
      and non-financial affirmative and negative covenants and limits the amount
      of dividends the Company may declare.  The Company is also required to pay
      a commitment  fee on the unused  portion of its credit line on a quarterly
      basis.  The new loan agreement also provides,  for a one-year period, a $1
      million line of credit to be used for equipment purchases.

   7. LONG-TERM DEBT

      Long-term debt consists of the following (amounts in thousands):

<TABLE>
<CAPTION>
                                                           2000         1999
<S>                                                        <C>         <C>
       Notes, with interest rates between
       4.4% and 6.0%, due at various dates through 2002        90          78


       Ecuadorian bank loans, payable in sucres               ---         165
                                                           -------     ------
                                                               90         243
       Less current portion                                   (44)       (199)
                                                           -------     ------

       Long-term debt                                      $   46      $  44
                                                           =======     ======
</TABLE>


      Additionally,  the  Company  has  unused  lines of credit  under  European
      borrowing arrangements amounting to approximately $582,000.

      The  aggregate  maturities  of long-term  debt at December 31, 2000 are as
      follows (amounts in thousands):

            2001                       $    44
            2002                            31
            2003                            10
            2004                             5
                                       -------
                                       $    90


<PAGE>

8.    INCOME TAXES

      Income before income taxes is comprised of (amounts in thousands):

                           2000              1999              1998

       Domestic         $  4,651          $  3,566          $  2,697
       Foreign               (77)              302             1,706
                        ---------         ---------         ---------

       Total            $  4,574          $  3,868          $  4,403
                        =========         =========         ========


      The  provision  for income  taxes  consists of the  following  (amounts in
      thousands):

                               2000                 1999              1998

       Federal:
         Current           $     1,732          $     1,049        $     966
         Deferred                 (327)                (176)             (93)
       State
         Current                   288                  154              142
         Deferred                  (57)                  (4)              --
       Foreign                      56                   29              129
                           ------------         ------------       ----------

       Total               $     1,692          $     1,052        $   1,144
                           ============         ============       ==========



      The  reconciliation  between  the  Company's  effective  tax  rate and the
      statutory Federal tax rate is as follows:

<TABLE>
<CAPTION>
                                                                2000         1999         1998
<S>                                                            <C>           <C>          <C>
       Statutory Federal tax rate ...................          35.0%         35.0%         35.0%
       Increase (decrease) in taxes resulting from:
       Foreign income - effect of rates differing
       from statutory rates, effect of nontaxable
       exchange gains and losses, and foreign losses
       producing no current benefit .................           1.8          (2.0)        (12.0)
       State taxes, net of Federal income tax benefit           3.3           2.6           2.0
       Foreign tax credits ..........................           0.0          (4.9)         (2.5)
       Other - net ..................................          (3.1)         (3.5)          3.5
                                                               ----          ----          ----

       Effective tax rate ...........................          37.0%         27.2%         26.0%
                                                               ====          ====          ====
</TABLE>


<PAGE>

      Significant   components  of  the   Company's   deferred  tax  assets  and
      liabilities are as follows (amounts in thousands):

                                                        2000             1999
       Current assets (liabilities):
         Inventory capitalization                    $     237        $     223
         Unexpired insurance                              (177)            (179)
         Reserve amounts not currently deductible          210              102
         Other - net                                        59               45
                                                    ------------     -----------
       Total current asset, net                      $     329        $     191
                                                    ============     ===========

       Noncurrent assets:
         Capital lease                               $      39        $      99
         Deferred compensation                             243               38
         Other                                             338              237
         Foreign tax loss carryforwards                    166               25
         Less valuation allowance                         (166)             (25)
                                                    ------------     -----------
       Total noncurrent asset, net                   $     620        $     374
                                                    ============     ===========

      As of  December  31,  2000 and  1999,  the  Company  had a full  valuation
      allowance recorded against its foreign tax loss  carryforwards  related to
      certain Ecuadorean and European subsidiaries.  Management believes that it
      is more  likely  than not that the  remaining  carryforwards  will  expire
      unutilized.

      The total current and noncurrent  amounts  presented above are included in
      other assets (current and noncurrent) in the consolidated balance sheet.

      The  Company  has not accrued  federal  income  taxes on the equity in the
      undistributed  earnings of its  foreign  subsidiaries,  which  amounted to
      approximately  $8,241,000 at December 31, 2000,  because such earnings are
      permanently  reinvested.  It  is  not  practicable  to  estimate  the  tax
      liability that might arise if these earnings were remitted.


<PAGE>


9.    EMPLOYEE BENEFIT PLANS

      The Company has a profit-sharing  plan under which an annual  contribution
      may be paid from  accumulated  profits at the  discretion  of the Board of
      Directors  for the benefit of eligible  employees  upon their  retirement.
      Contributions  to  this  plan by the  Company  amounted  to  approximately
      $417,000,  $329,000  and  $350,000 in 2000,  1999 and 1998,  respectively.
      Additionally,  the plan  allows for all  participants  to defer  between 1
      percent and 15 percent of their salary.  Amounts  deferred are paid to the
      trustee of the plan. The plan does not match employee contributions.

      In 1999, the Company adopted a non-qualified  deferred  compensation  plan
      for  the  benefit  of  certain   eligible   employees.   The  plan  allows
      participants to defer up to 100% of their  compensation.  The Company does
      not contribute into the plan.

      The plan is not an  employee  pension  benefit  plan as defined by Section
      3(2) of the Employment  Retirement  Income Security Act of 1974 ("ERISA"),
      and is not qualified under Section 401(a) of the Internal  Revenue Code of
      1986, as amended (the "Code"). As a result, employee contributions are not
      protected  against risk of loss to the Company.  Due to the fact that this
      is a  non-qualified  plan,  the value of the plan assets are maintained on
      the  Company's   consolidated  balance  sheet  along  with  an  offsetting
      liability to the plan participants. Fluctuations in the fair market values
      of the shares of the  optioned  securities  are  recognized  in the income
      statement as other income and expense,  net,  which is offset by a similar
      change in selling,  general,  and administrative  expense.  The assets and
      liabilities recorded on the Company's  consolidated balance sheet are also
      impacted  by changes in the fair  value of the  investments.  The value of
      plan assets and liabilities recorded in the Company's consolidated balance
      sheet at  December  31,  2000  was  $650,000.  The  value  of  assets  and
      liabilities at December 31, 1999 was not material.

      This  arrangement  does not fall under the scope of either APB Opinion No.
      25,  Accounting  for  Stock  Issued to  Employees  (APB No.  25),  or FASB
      Statement No. 123,  Accounting for Stock Based Compensation (SFAS 123), as
      both of these standards provide guidance for employers  compensating their
      employees by the employer company issuing its own equity instruments.

      Certain  employees of the Company's  Ecuadorian  subsidiary  companies are
      covered by termination and retirement plans  incorporated  under statutory
      requirements of labor laws and collective bargaining agreements.  Included
      in  the  accompanying  consolidated  balance  sheets  are  union  employee
      termination  benefits which approximate  unpaid vested benefits under such
      plans. The amount of benefits to be received by an employee is established
      by the collective  bargaining agreements and is based on length of service
      and compensation. Provisions of approximately $22,000, $27,000 and $54,000
      were charged to income during 2000, 1999 and 1998, respectively.

      The Company  participates  in a  multiemployer  pension plan for the union
      employees  at  the   Northvale,   New  Jersey   facility.   Provisions  of
      approximately  $174,000,  $200,000  and  $174,000  were  charged to income
      during 2000, 1999 and 1998, respectively.


<PAGE>


10.   LEASES

      The  Company  leases its  primary  office  space and plant  facilities  in
      Northvale,  New Jersey  under a long-term  capital  lease  agreement  that
      expires in 2002. During 2000, the Company signed a new lease agreement for
      these  premises  which will begin at the  expiration of the existing lease
      and  expire in 2010.  The  current  and new lease  both  provide  that the
      Company pay all real estate taxes,  maintenance and insurance  relating to
      the  facilities.  The new lease also contains a purchase option subject to
      certain terms and conditions and a five-year renewal option.

      The Company also has operating  lease  agreements for warehouse and office
      space in the United  States  and  Europe.  The  longest  lease  obligation
      extends to 2010.  Certain  leases  contain  renewal  options and generally
      require the  Company to pay other  facility  related  costs such as taxes,
      maintenance  and  insurance.  Rent expense  under these  operating  leases
      amounted  to  $566,000,  $502,000  and  $361,000  in 2000,  1999 and 1998,
      respectively.

      Future minimum lease payment obligations, as of December 31, 2000, for the
      capital lease described above, as well as operating leases, are as follows
      (amounts in thousands):

                                             Capital         Operating
       Year                                   Lease           Leases

       2001                                  $  487           $   786
       2002                                      83             1,098
       2003                                     ---             1,041
       2004                                     ---               940
       2005                                     ---               869
       Thereafter                               ---             3,863
                                             -------          --------

       Minimum lease payments                   570           $ 8,597
                                                              ========
       Less amounts representing interest       (23)
                                             -------

       Capital lease obligation              $  547
                                             =======


<PAGE>


11.   SEGMENT INFORMATION

      The  Company  and  its  subsidiaries   operate  in  two  segments,   as  a
      manufacturer  and  supplier of  structural  core  materials  in  composite
      applications  to various  industries,  and in the seafood  industry,  as a
      shrimp producer and as an importer.  The segments are managed and reported
      separately  because of the difference in products they produce and markets
      they serve. The accounting  policies of the segments are the same as those
      described in the summary of significant  accounting policies.  The Company
      evaluates   performance  based  on  operating  income,   i.e.  results  of
      operations  before  interest,  income taxes and foreign exchange gains and
      losses. There are no intersegment sales.

      No single  customer  provided  more than 10% of the  Company's  revenue in
      2000, 1999 or 1998.

      Information about the Company's operations by segment is as follows:

<TABLE>
<CAPTION>
                                                         (In Thousands)
                                                 2000        1999         1998
       Net sales to unaffiliated customers
<S>                                            <C>         <C>         <C>
       Core materials segment                  $ 63,175    $ 58,938    $ 53,600
       Seafood segment                           25,885      27,089      14,095
                                               ---------   ---------   ---------

       Total net sales                         $ 89,060    $ 86,027    $ 67,695
                                               =========   =========   =========
       Operating income (loss)

       Core materials segment                  $  7,758    $  4,569    $  3,721
       Seafood segment                           (1,927)        976       1,413
                                               ---------   ---------   ---------

       Total operating income                  $  5,831    $  5,545    $  5,134
                                               =========   =========   =========

       Identifiable assets

       Core materials segment                  $ 39,023    $ 35,728    $ 35,105
       Seafood segment                           18,508      17,177      10,972
                                               ---------   ---------   ---------
       Total identifiable assets               $ 57,531    $ 52,905    $ 46,077
                                               =========   =========   =========


       Capital expenditures, net, including
         timberlands and capital leases

       Core materials segment                  $  2,818    $  2,197    $  3,641
       Seafood segment                              590       1,271       1,392
                                               ---------   ---------   ---------
       Total capital expenditures              $  3,408    $  3,468    $  5,033
                                               =========   =========   =========
</TABLE>

<PAGE>


      Information pertaining to the Company's operations in different geographic
      areas is as follows:

<TABLE>
<CAPTION>
                                                                (In Thousands)
                                                    2000             1999             1998

       Net sales to unaffiliated customers
<S>                                               <C>              <C>              <C>
       United States - domestic                   $ 71,534         $ 65,293         $ 49,399
       United States - export                        7,434           11,263           11,289
       Ecuador                                          47               87              131
       Europe                                       10,045            9,384            6,876
                                                  --------         --------         --------

       Total net sales                            $ 89,060         $ 86,027         $ 67,695
                                                  ========         ========         ========


       Identifiable assets

       United States                              $ 27,540         $ 24,781         $ 16,973
       Ecuador                                      24,964           23,957           25,217
       Europe                                        4,978            4,167            3,887
       Japan                                            49              ---              ---
                                                  --------         --------         --------

       Total identifiable assets                  $ 57,531         $ 52,905         $ 46,077
                                                  ========         ========         ========
</TABLE>


<PAGE>


12.   FINANCIAL INSTRUMENTS

      Statement of Financial  Accounting  Standards ("SFAS") 133, Accounting for
      Derivative  Instruments  and Hedging  Activities,  as amended by SFAS 137,
      Accounting for Derivative Instruments and Hedging Activities - Deferral of
      the Effective Date of FASB Statement No. 133, and SFAS 138, Accounting for
      Certain Derivative Instruments and Certain Hedging Activities, was adopted
      by the  Company  on  January 1,  2001.  SFAS 133  requires  that an entity
      recognize all derivatives as either assets or liabilities measured at fair
      value.  Adoption of these new  accounting  standards  will result in a one
      time cumulative after-tax reduction in net income of approximately $35,000
      and other  comprehensive  income  of  approximately  $16,000  in the first
      quarter of fiscal 2001 for the  initial  adoption of SFAS 133, as amended.
      The  adoption  will also  impact  assets and  liabilities  recorded on the
      Company's consolidated balance sheet.

      At December 31, 2000, the Company held forward foreign  currency  exchange
      contracts  for the  purchase of French  francs  with a notional  amount of
      approximately  $900,000.  Realized  gains and losses on  foreign  currency
      instruments, that are hedges of committed transactions,  are recognized at
      the time the underlying transaction is completed. The Company did not have
      any material foreign exchange contracts outstanding at December 31, 1999.

13.      SELECTED QUARTERLY FINANCIAL DATA (Unaudited)

      The following is a summary of quarterly financial data for the years ended
      December  31,  2000 and 1999  (dollars  in  thousands,  except  per  share
      amounts):

<TABLE>
<CAPTION>
                                                  Quarter
                                   -----------------------------------------
                                     1st       2nd       3rd        4th
                                    ----------------------------------------
                       2000
<S>                                  <C>       <C>       <C>         <C>
       Net sales                     $21,225   $23,911   $22,213     $21,711
       Operating income                1,459     1,524     1,266       1,582
       Net income                        765       808       651         658
       Basic and diluted earnings
           per common share            $0.30     $0.32     $0.26       $0.26
                                     =======================================

                       1999

       Net sales                     $18,099   $22,927   $23,724     $21,277
       Operating income                1,079     1,434     1,714       1,318
       Net income                        581       729       834         672
       Basic and diluted earnings
           per common share            $0.23     $0.29     $0.33       $0.27
                                   =========================================
</TABLE>


<PAGE>


14.   SUBSEQUENT EVENTS

      In January  2001,  the Company  signed a new $16.5  million  domestic loan
      facility. See Note 6 for additional information.

      In March 2001, the Company  entered into an agreement  with Jacques,  Jean
      and Bernard Kohn, all stockholders of the Company.  The agreement requires
      the Company to purchase, in five equal installments, the common stock held
      by Bernard Kohn.  The purchases  are subject to the  determination  by the
      Board of Directors that the Company has sufficient  available capital.  If
      the Company  cannot  consummate  the  purchase,  or cause a third party to
      consummate the purchase,  the installments are deferred.  In the event any
      installments are deferred, Bernard Kohn has the right to sell the deferred
      shares in the open market. Purchase of the stock by a third party does not
      relieve the Company from its  obligation  for future  purchases  under the
      agreement.

      The  Company   completed   the  first   purchase  of  66,439   shares  for
      approximately $505,000 in March 2001. The purchase price of the shares for
      all  installments is based on the average closing prices for the stock for
      the 20-day period prior to the purchase date specified in the agreement.

      During the term of the agreement, the Kohn individuals have agreed to vote
      their  shares as a single unit.  The  agreement  also  terminated a voting
      trust that existed among the Kohn shareholders.

                                     ******

<PAGE>

                                                                   Schedule II


                       BALTEK CORPORATION AND SUBSIDIARIES

        FINANCIAL STATEMENT SCHEDULE OF VALUATION AND QUALIFYING ACCOUNTS
          EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2000
                              Dollars in thousands

<TABLE>
<CAPTION>
                                                           Additions
                                                            Charged
                                          Balance at           to                              Balance
                                          Beginning        Costs and                           at End
         Description                       of Year         Expenses         Deductions         of Year
<S>                                       <C>               <C>               <C>             <C>
YEAR ENDED DECEMBER 31, 2000:
  Allowance for doubtful
    accounts receivable                   $  175            $  129            $   29          $   275
                                          =======           =======           =======         ========

  Inventory                               $  150            $  230            $   --          $   380
                                          =======           =======           =======         ========

YEAR ENDED DECEMBER 31, 1999:
  Allowance for doubtful
    accounts receivable                   $  144            $   66            $   35          $   175
                                          =======           =======           =======         ========

  Inventory                               $  266            $    -            $  116          $   150
                                          =======           =======           =======         ========

YEAR ENDED DECEMBER 31, 1998:
  Allowance for doubtful
    accounts receivable                   $   73            $   74            $    3          $   144
                                          =======           =======           =======         ========

  Inventory                               $   90            $  176            $    -          $   266
                                          =======           =======           =======         ========
</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>SUBSIDIARIES OF REGISTRANT
<TEXT>


                                                                     EXHIBIT 21

BALTEK CORPORATION AND SUBSIDIARIES
Subsidiaries of Registrant
December 31, 2000

                                                                    Voting
                                            Where                   Securities
                                            Incorporated            Owned
                                            ------------            ----------
Balmanta S.A. (2)                           Ecuador                 100%
Compania Ecuatoriana de Balsa, S.A.         Ecuador                 100%
Maderas Secas C.A. (2)                      Ecuador                 100%
Marines C.A.(6)                             Ecuador                 100%
Plantaciones De Balsa, S.A. (3)             Ecuador                 100%
Productos del Pacifico, S.A.                Ecuador                 100%
Recorcholis,S.A. (8)                        Ecuador                 100%
Servicios Contables, S.A. (5)               Ecuador                 100%
Balsa Ecuador Lumber Corporation            New Jersey              100%
Balsa Development Corporation               New Jersey              100%
Sanlam Corporation                          New York                100%
Baltek Foreign Sales Corporation            U.S. Virgin Islands     100%
Crustacea Corporation                       Delaware                100%
Cryogenic Structures Corporation            Delaware                94% (1)
Baltek International Corporation            Delaware                100%
Baltek Mercosur, LLC                        New Jersey              100%


<PAGE>




                                                                     EXHIBIT 21
                                                                    (Continued)

BALTEK CORPORATION AND SUBSIDIARIES
Subsidiaries of Registrant
December 31, 2000

                                                               Voting
                                            Where              Securities
                                            Incorporated       Owned
                                            -------------      ----------
Pacific Timber Ltd. (4)                     Great Britain      100% (1)
Baltek GmbH                                 Germany            100% (1)
Baltek, S.A.                                France             100% (1)
Baltek, Ltd.                                Great Britain      100% (1)
Baltek Scandinavia Aps (7)                  Denmark            100% (1)


(1)      Includes qualifying shares in the names of individuals  associated with
         the Company.
(2)      Wholly-owned by Productos del Pacifico,  S.A. and Compania  Ecuatoriana
         de Balsa, S.A.
(3)      Wholly-owned by Baltek Corporation, Compania Ecuatoriana de Balsa, S.A,
         Productos del Pacifico,  S.A., Maderas Secas, C.A., Balmanta, S.A., and
         Servicios Contables, S.A.
(4)      Wholly-owned by Baltek Ltd.
(5)      Wholly-owned  by Compania  Ecuatoriana  de Balsa,  S.A.,  Maderas Secas
         C.A., Balmanta, S.A., and Productos del Pacifico, S.A.
(6)      Wholly-owned  by Baltek  Corporation,  Maderas Secas C.A. and Balmanta,
         S.A.
(7)      Wholly-owned by Baltek, S.A.
(8)      Wholly-owned by Marines C.A.

The above  subsidiaries  are included in the  Company's  consolidated  financial
statements.

</TEXT>
</DOCUMENT>
</SUBMISSION>
