<SUBMISSION>
<ACCESSION-NUMBER>0000914317-02-001396
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>6
<PERIOD>20020930
<FILING-DATE>20021114
<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-Q
<ACT>34
<FILE-NUMBER>000-07395
<FILM-NUMBER>02824840
</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-Q
<SEQUENCE>1
<FILENAME>form10q-47601.txt
<TEXT>

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q


(Mark  One)
    [X]       QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE
              SECURITIES EXCHANGE ACT OF 1934


                For the quarterly period ended September 30, 2002

                                       OR

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


       For the transition period from________________ To ________________

                         Commission file number 2-44764


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

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


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


      (201) 767-1400 (Registrant's telephone number, including area code)
(Former name, former address and formal fiscal year, if changed since last
report)



           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 [_]


  Common shares of stock outstanding as of November 11, 2002: 2,390,383 shares


<PAGE>

<TABLE>
<CAPTION>

BALTEK CORPORATION and subsidiaries

TABLE OF CONTENTS
------------------------------------------------------------------------------------------------


                                                                                          Page
<S>                                                                                        <C>
PART I.  FINANCIAL INFORMATION:

    ITEM 1.  FINANCIAL STATEMENTS:

         Consolidated Balance Sheets as of September 30, 2002 and December 31, 2001.........1

         Consolidated Statements of Operations for the Three and Nine Months
             Ended September 30, 2002 and 2001..............................................2

         Consolidated Statements of Cash Flows for the Nine Months
             Ended September 30, 2002 and 2001..............................................3

         Notes to Consolidated Financial Statements.........................................4

    ITEM 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations..........................................................7

    ITEM 3.  Quantitative and Qualitative Disclosures about Market Risk....................11

    ITEM 4.   Controls and Procedures......................................................11

PART II.  OTHER INFORMATION:

    ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K..............................................12

    SIGNATURES.............................................................................13

    CERTIFICATIONS......................................................................14-15

</TABLE>


<PAGE>

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


                                                                              September 30,    December 31,
                                                                                  2002             2001
                                                                                  ----             ----
                                                                              (Unaudited)
<S>                                                                             <C>              <C>
ASSETS
Current Assets:
        Cash and cash equivalents ......................................        $  1,932         $    573
        Accounts receivable, net .......................................           8,021            6,745
        Inventories ....................................................          19,741           18,865
        Prepaid expenses ...............................................             275              671
        Other ..........................................................           2,725            2,244
        Assets of discontinued operations offered for sale (Note 3) ....           2,010            9,986
                                                                                --------         --------
        Total current assets ...........................................          34,704           39,084
Property, plant and equipment, net .....................................           5,843            5,729
Timber and timberlands .................................................          10,537            9,963
Other assets ...........................................................             922            1,006
                                                                                --------         --------
        Total Assets ...................................................        $ 52,006         $ 55,782
                                                                                ========         ========
LIABILITIES
Current Liabilities:
        Notes payable ..................................................        $  8,800         $  8,700
        Accounts payable ...............................................           2,375            2,232
        Income tax payable .............................................             438              274
        Accrued salaries, wages and bonuses payable ....................             861              587
        Accrued expenses and other liabilities .........................           2,499            2,651
        Current portion of long term debt ..............................             304              113
        Current portion of obligation under capital lease ..............              --               82
        Liabilities of discontinued operations offered for sale (Note 3)              84              224
                                                                                --------         --------
        Total current liabilities ......................................          15,361           14,863
Long-term debt .........................................................           1,056              302
Union employee termination benefits ....................................             255              210
                                                                                --------         --------
        Total Liabilities ..............................................          16,672           15,375
                                                                                --------         --------
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 issued ...............................................           2,523            2,523
Additional paid-in capital .............................................           2,157            2,157
Retained earnings ......................................................          31,728           36,380
Accumulated other comprehensive loss ...................................             (99)            (147)
Treasury stock, at cost:  132,878 and 66,439 shares
        at September 30, 2002 and December 31, 2001, respectively ......            (975)            (506)
                                                                                --------         --------
        Total Stockholders' Equity .....................................          35,334           40,407
                                                                                --------         --------
        Total Liabilities and Stockholders' Equity .....................        $ 52,006         $ 55,782
                                                                                ========         ========
</TABLE>


See notes to consolidated financial statements.

                                       1
<PAGE>

<TABLE>
<CAPTION>
                                             BALTEK CORPORATION AND SUBSIDIARIES
                                      CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                                        (Dollars in Thousands, except per share data)


                                                                           Three Months                       Nine Months
                                                                        Ended September 30,               Ended September 30,
                                                                        -------------------               -------------------
                                                                       2002             2001             2002              2001
                                                                       ----             ----             ----              ----
<S>                                                               <C>               <C>               <C>               <C>
Net Sales ..................................................      $    14,895       $    14,207       $    46,648       $    44,434
Cost of products sold ......................................           10,050             9,454            31,866            29,677
Selling, general and administrative expense ................            3,946             3,355            11,524            10,770
                                                                  -----------       -----------       -----------       -----------
                 Operating income ..........................              899             1,398             3,258             3,987
                                                                  -----------       -----------       -----------       -----------
Other Income (Expense):
        Interest expense ...................................             (142)             (224)             (460)             (622)
        Foreign exchange gain ..............................              168               205               380                46
        Other, net .........................................              (25)              (10)              (15)               (6)
                                                                  -----------       -----------       -----------       -----------
                 Total .....................................                1               (29)              (95)             (582)
                                                                  -----------       -----------       -----------       -----------
Income from continuing operations before income tax ........              900             1,369             3,163             3,405
Income tax provision .......................................              288               506             1,012             1,260
                                                                  -----------       -----------       -----------       -----------
Income from continuing operations ..........................              612               863             2,151             2,145
                                                                  -----------       -----------       -----------       -----------
Discontinued Operations (Note 3) :
        Loss from operations of discontinued seafood segment
           (including loss on disposal of $6,000 in 2002) ..             (389)             (368)           (7,181)           (1,508)
        Income tax benefit .................................             (125)             (136)             (378)             (558)
                                                                  -----------       -----------       -----------       -----------
        Loss on discontinued ...............................             (264)             (232)           (6,803)             (950)
                                                                  -----------       -----------       -----------       -----------
operations
Net income (loss) ..........................................      $       348       $       631       $    (4,652)      $     1,195
                                                                  ===========       ===========       ===========       ===========
Basic and diluted earnings (loss) per common share:
        Earnings from continuing operations ................      $      0.26       $      0.35       $      0.90       $      0.87
        Loss from discontinued operations ..................            (0.12)            (0.10)            (2.85)            (0.39)
                                                                  -----------       -----------       -----------       -----------
        Net earnings (loss) ................................      $      0.14       $      0.25       $     (1.95)      $      0.48
                                                                  ===========       ===========       ===========       ===========

Average shares outstanding .................................        2,390,383         2,456,822         2,390,870         2,472,397
                                                                  ===========       ===========       ===========       ===========
</TABLE>


See notes to consolidated financial statements

                                       2


<PAGE>


<TABLE>
<CAPTION>

                             BALTEK CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                        (Dollars in Thousands, except per share data)


                                                                                          Nine Months
                                                                                      Ended September 30,
                                                                                     2002             2001
                                                                                     ----             ----
<S>                                                                                <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income (loss) ....................................................         $(4,652)         $ 1,195
    Adjustments to reconcile net income (loss) to
        net cash provided by operating activities:
        Depreciation and amortization ....................................           2,361            2,028
        Loss on disposal of discontinued operations ......................           6,000               --
        Foreign exchange gain ............................................            (380)             (46)
        Changes in assets and liabilities, net of the effect of
           foreign currency translation:
           Accounts receivable ...........................................             (93)             375
           Income taxes ..................................................             159              106
           Inventories ...................................................            (297)             100
           Prepaid expenses and other current assets .....................             (31)          (1,045)
           Other assets ..................................................              (6)             372
           Accounts payable and accrued expenses .........................              58           (1,481)
           Other .........................................................              69               88
                                                                                   -------          -------
               Net cash provided by operating activities .................           3,188            1,692
                                                                                   -------          -------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Net acquisitions of property, plant and equipment ....................          (1,226)          (1,604)
    Increase in timber and timberlands ...................................            (536)            (882)
                                                                                   -------          -------
               Net cash used in investing activities .....................          (1,762)          (2,486)
                                                                                   -------          -------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Increase in notes payable, net .......................................             100            1,505
    Payments of long-term debt ...........................................             (87)             (36)
    Principal payments under capital lease ...............................             (82)            (349)
    Purchase of treasury stock ...........................................            (470)            (505)
                                                                                   -------          -------
               Net cash (used in) provided by financing activities .......            (539)             615
                                                                                   -------          -------
EFFECT OF EXCHANGE RATE CHANGES ON CASH ..................................             472               78
                                                                                   -------          -------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS .....................           1,359             (101)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD ...........................             573            1,338
                                                                                   -------          -------
CASH AND CASH EQUIVALENTS, END OF PERIOD .................................         $ 1,932          $ 1,237
                                                                                   =======          =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
    Cash paid during the period for:
        Interest .........................................................         $   450          $   634
                                                                                   =======          =======
        Income taxes .....................................................         $   592          $   694
                                                                                   =======          =======
    Non-cash activities--debt incurred for the purchase of plantation land
           and equipment .................................................         $ 1,031          $   394
                                                                                   =======          =======
</TABLE>

See notes to consolidated financial statements.

                                       3

<PAGE>


BALTEK CORPORATION and subsidIaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
--------------------------------------------------------------------------------


1.        BASIS OF PRESENTATION

          The accompanying unaudited consolidated financial statements have been
          prepared in accordance with accounting principles generally accepted
          in the United States of America for interim financial information and
          pursuant to the rules and regulations of the Securities and Exchange
          Commission. Accordingly, they do not include all of the information
          and footnotes required for complete financial statements. In the
          opinion of management, all adjustments, including normal recurring
          accruals, necessary for a fair presentation of the results of
          operations, financial position and cash flows for the interim periods
          presented, have been reflected herein. The results of operations for
          the interim periods are not necessarily indicative of the results to
          be expected for the entire year. The accompanying consolidated
          financial statements should be read in conjunction with the accounting
          policies and notes to consolidated financial statements included in
          the Company's 2001 Annual Report on Form 10-K.


          As discussed in Note 3, the Company has announced its intention to
          sell its shrimp operations in Ecuador and has recorded a loss on
          disposal to reduce the assets underlying the shrimp operations to
          their estimated fair value, less costs to sell. The assets and
          liabilities of these operations have been segregated and reported
          separately in the accompanying balance sheets. For purposes of
          comparability, December 31, 2001 amounts have been reclassified to
          conform with the current period presentation. The operations of the
          seafood segment, including the seafood import business, have been
          reported as discontinued operations in the accompanying statement of
          operations. The financial results of the seafood import business have
          been included in the loss from discontinued operations in the
          accompanying consolidated statements of operations for the three and
          nine month periods ended September 30, 2001 in order to present
          comparative information of continuing operations. For purposes of
          comparability, prior period amounts have been reclassified to conform
          with the current period presentation.



2.        INVENTORIES

          Inventories are summarized as follows (amounts in thousands):

                                                 September 30,     December 31,
                                                     2002              2001

           Raw materials.....................     $ 7,029            $ 8,901
           Work-in-process...................       5,656              4,009
           Finished goods....................       7,056              5,955
                                                  -------            -------

                                                  $19,741            $18,865
                                                 ========            =======

                                       4

<PAGE>


3.        DISCONTINUED OPERATIONS -- SEAFOOD SEGMENT

          Although the Company had made progress combating the effects of the
          white spot virus, production levels at the shrimp farms in Ecuador in
          2002 continued to be well below optimum amounts. Generally, production
          yields were approximately 30%-40% of pre-virus levels. Selling prices
          for shrimp products continued to be at very low levels in 2002, due in
          part to a strong supply of shrimp from Southeast Asia and the Indian
          Subcontinent. The combination of the virus and depressed selling
          prices has had a negative effect on financial results. The seafood
          segment, which included the import business which was terminated in
          2001, reported significant operating losses in 2000, 2001 and 2002.

          In June 2002, the Company announced its intention to sell its shrimp
          operation in Ecuador, which it expects to complete by June, 2003.
          Based on its evaluation of current economic and industry conditions,
          the Company recorded a charge to earnings of $6 million in the quarter
          ended June 30, 2002 to reduce the assets underlying the shrimp
          operation to their currently estimated fair value. The charge was
          based on an estimate of cash proceeds, net of costs to sell, to be
          realized from the sale of this business. The amounts ultimately
          realized by the Company could differ materially from the amounts
          assumed in arriving at the estimated loss from disposal of the
          business. There were no direct tax benefits associated with the
          impairment charge.

          The Company's loan facility in Ecuador is secured by a mortgage on
          certain land and buildings and a negative pledge against certain
          machinery. The underlying assets which are the security for the loan
          includes assets related to the balsa and shrimp operations. If the
          Company is unable to revise the terms of its loan agreement prior to
          the sale of the shrimp operations, it may be required to repay any
          outstanding borrowings in Ecuador until a new agreement is reached. If
          required to repay the outstanding borrowings, the Company could
          utilize its existing borrowing arrangements in the U.S. and Europe, as
          well as alternative borrowing arrangements in Ecuador on a short-term
          basis. Because of the Company's long-term relationship with its bank
          in Ecuador, it is also possible that the Company may not be required
          to repay any outstanding borrowings upon the sale of the shrimp
          operations and that the Company may operate under an informal
          arrangement until the terms of a new facility are finalized and a new
          agreement signed.

          A summary of the major balance sheet components of the operations
          offered for sale is as follows (amounts in thousands):



                                                September 30,     December 31,
                                                    2002             2001
                                                    ----             ----
              Assets:
                  Fixed assets                    $ 1,117           $ 7,401
                  Accounts receivable                 ---             1,115
                  Inventory                           488             1,068
                  Other                               405               402
                                                    -----            ------
                                                  $ 2,010            $9,986
                                                  =======            ======
              Liabilities:
                 Accounts payable and other          $ 84            $  224
                                                     ====            ======


          Included in the above amounts are assets and liabilities of the
seafood import business of $1,115,000 and $21,000, respectively, at December 31,
2001.

                                       5

<PAGE>


          Results from discontinued operations for the three and nine months
ended September 30, 2002 and 2001 is as follows (amounts in thousands):


<TABLE>
<CAPTION>

                                                     Three Months              Nine Months
                                                  Ended September 30,      Ended September 30,
                                                   2002         2001          2002         2001
          <S>                                     <C>          <C>          <C>          <C>
          Net sales .........................    $    614     $  5,302     $  2,129     $ 17,714
                                                 ========     ========     ========     ========

          Pretax loss:
            Loss from discontinued operations    $   (389)    $   (368)    $ (1,181)    $ (1,508)
            Loss on disposal ................          --           --       (6,000)          --
                                                 --------     --------     --------     --------
          Pretax loss .......................    $   (389)    $   (368)    $ (7,181)    $ (1,508)
                                                 ========     ========     ========     ========
</TABLE>


4.        DEBT

          In September 2002, the Company revised the terms of its domestic line
          of credit and signed a new term loan agreement. The amount of the line
          of credit was reduced from $16.5 million to $12.5 million. Primarily
          because of the Company's exit from the seafood import business,
          working capital requirements have decreased, and as a result, the
          Company chose to reduce the maximum available borrowings under its
          credit line. All other terms and conditions of the line remain the
          same. The Company also signed a new $1 million term loan to finance
          the purchase of plantation land in Ecuador. The loan is repayable in
          60 equal principal installments of approximately $17,000 over a
          five-year period and bears interest at LIBOR plus 2%. The term loan is
          secured by the domestic fixed assets of the Company.

5.        CONCENTRATION OF CREDIT RISK

          For the nine months ended September 30, 2002, one foreign customer
          accounted for approximately 10.2% of consolidated sales. At September
          30, 2002, accounts receivable from this customer was approximately
          $832,000.

6.        COMPREHENSIVE INCOME (LOSS)

          Total comprehensive income (loss) for the three and nine months ended
          September 30, 2002 and 2001 was as follows (amounts in thousands):

<TABLE>
<CAPTION>

                                                                  Three Months            Nine Months
                                                               Ended September 30,     Ended September 30,
                                                                 2002       2001         2002       2001

          <S>                                                   <C>        <C>         <C>         <C>
          Net income (loss) ................................    $   348    $   631     $(4,652)    $ 1,195
          Other comprehensive income (loss):
            Cumulative effect of adopting SFAS No.133 ......         --         --          --         (16)
            Change in fair value of interest rate swap .....         14       (108)         48        (137)
                                                                -------    -------     -------     -------
          Total comprehensive income (loss) ................    $   362    $   523     $(4,604)    $ 1,042
                                                                =======    =======     =======     =======
</TABLE>

                                        6

<PAGE>


Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations.

Discontinued Operations

Although the Company had made progress combating the effects of the white spot
virus, production levels at the shrimp farms in Ecuador in 2002 continued to be
well below optimum amounts. Generally, production yields were approximately
30%-40% of pre-virus levels. Selling prices for shrimp products continued to be
at very low levels in 2002, due in part to a strong supply of shrimp from
Southeast Asia and the Indian Subcontinent. The combination of the virus and
depressed selling prices has had a negative effect on financial results. The
seafood segment, which included the import business which we terminated in 2001,
reported significant operating losses in 2000, 2001 and 2002.

In June 2002, the Company announced its intention to sell its shrimp operation
in Ecuador, which it expects to complete by June 30,2003. Based on its
evaluation of current economic and industry conditions, the Company recorded a
charge to earnings of $6 million in the quarter ended June 30, 2002 to reduce
the assets underlying the shrimp operation to their currently estimated fair
value. The charge was based on an estimate of cash proceeds, net of costs to
sell, to be realized from the sale of this business. The amounts ultimately
realized by the Company could differ materially from the amounts assumed in
arriving at the estimated loss from disposal of the business. There were no
direct tax benefits associated with the impairment charge.

The Company's loan facility in Ecuador is secured by a mortgage on certain land
and buildings and a negative pledge against certain machinery. The underlying
assets which are the security for the loan include assets related to the balsa
and shrimp operations. If the Company is unable to revise the terms of its loan
agreement prior to the sale of the shrimp operations, it may be required to
repay any outstanding borrowings in Ecuador until a new agreement is reached. If
required to repay the outstanding borrowings, the Company could utilize its
existing borrowing arrangements in the U.S. and Europe as well as alternative
borrowing arrangements in Ecuador on a short-term basis. Because of the
Company's long term relationship with its bank in Ecuador, it is also possible
that the Company may not be required to repay any outstanding borrowings upon
the sale of the shrimp operations and that the Company may operate under an
informal arrangement until the terms of a new facility are finalized and a new
agreement signed.

The Company's shrimp operations incurred operating losses during the nine months
ended September 30, 2002 of approximately $1,181,000, including depreciation of
$491,000. By October 31, 2002 the Company had closed its hatchery and packing
plant and harvested the last shrimp pond. The Company expects that until the
operations are sold it will spend approximately $30,000 per month, including
labor costs, to maintain the buildings, ponds and other property and essential
equipment. Severance payments were made to terminated employees in accordance
with Ecuadorian law of approximately $61,000 in October, and another $104,000 is
expected to be paid prior to the sale of the operations. The Company believes
that the core material operations will generate sufficient cash flow to meet the
cash requirements of the shrimp operations until the sale of those operations is
completed. The impairment charge recorded in the second quarter to reduce the
value of the shrimp assets to their estimated fair value is a non-cash charge
and has no effect on the Company's cash position or liquidity. Since the shrimp
operations were experiencing net cash outflows in 2002, the Company expects that
its overall cash flow will improve after the shrimp operations are sold.


                                       7

<PAGE>


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. The Company's domestic line of credit was
revised in September 2002 and now provides for borrowings up to $12.5 million,
subject to an adequate receivables and inventory borrowing base. Primarily
because of the Company's exit from the seafood import business, working capital
requirements have decreased and the Company chose to reduce the maximum
available borrowings under its credit line. The Company also continues to have
lines of credit in Ecuador and Europe totaling approximately $5.0 million, which
includes a new 300,000 Euro overdraft facility with a European bank. Primarily
as a result of its decision to discontinue its seafood import business in
September 2001, average borrowing requirements were lower in the first nine
months of 2002 compared to the same period in 2001 and are expected to be lower
for all of 2002 compared to peak levels in 2001.

Typically,  there is at least a five-year  period between when plantation  land,
already cleared and prepared, is seeded and when the balsa is harvested. Because
of the long-term period between seeding and harvest,  the Company  evaluates the
adequacy of its current plantation lands to meet future,  longer-term demand for
its balsa products.  This evaluation also considers the cost and availability of
land in the current year compared to future years.  The Company will continually
evaluate demand and adjust its land purchase program to meet these  projections.
Long-term financing for land purchases is usually not available in Ecuador,  but
may be available from other international  organizations.  The Company continues
to invest in capital  expenditures  in its core materials  segment that position
Baltek for long-term growth.  Our plant and equipment  expenditures are intended
to increase plant capacity,  improve  productivity and reduce costs, and give us
the capability to manufacture new products.  Such expenditures have historically
been financed by cash flow from operations.

Future capital expenditures, including those for machinery and equipment and
plantation lands, are expected to be funded by a combination of cash generated
from operations and outside financing, if available. In July 2002, the Company
entered into an informal agreement to purchase 471 hectares (approximately 1,163
acres) of plantation land for a purchase price, including other direct costs
related to the purchase, of approximately $1,000,000. The Company purchased 350
hectares in September and expects to purchase the remaining 121 hectares in the
fourth quarter. The Company financed the purchase of this land by arranging for
a $1 million term loan with a domestic bank. The loan is repayable in 60 equal
principal installments (plus interest) of approximately $17,000. At September
30, 2002, the Company utilized approximately $700,000 of the loan proceeds for
partial payment on the land purchase, with the balance temporarily invested. The
remaining funds will be utilized upon completion of the land purchase. The
Company has no other material commitments for capital expenditures.

Excluding the assets and liabilities of discontinued operations, the Company had
working capital of $17.4 million at September 30, 2002 and $14.5 million at
December 31, 2001. Working capital increased, reflecting higher receivables due
to improved sales and higher inventories in Europe and Ecuador. The Company
believes that future cash flow from operations and funds available under its
existing domestic and foreign credit facilities will provide sufficient
resources to meet the Company's needs in 2002 and beyond.


                                       8

<PAGE>


Results of Operations for the Three and Nine Months
Ended September 30, 2002 and 2001

Core material sales were $14,895,000 for the three months ended September 30,
2002, a $688,000 increase (4.8%) from 2001 third quarter sales of $14,207,000.
Sales for the nine-month period ended September 30, 2002 were $46,648,000, a
$2,214,000 increase (5%) from sales of $44,434,000 for the first nine months of
2001. Domestic sales of core materials were slightly higher in the third quarter
of 2002 compared to the prior period, but were approximately the same for the
nine months ended September 30, 2002 compared to the same period in 2001. During
the third quarter, we continued to see reports within the boating industry of
improving wholesale and retail sales; however, we believe the soft U.S. economy
continues to negatively affect demand from the boating industry (the Company's
largest end user group). Sales in Europe increased in the quarter and nine
months ended September 30, 2002, compared to the same period in 2001. The
increase in European core material sales resulted from higher shipments to
manufacturers of windmill blades. We believe that the wind energy market will
grow at about 25% annually for the next five years, and that recent technology
trends in the industry continue to favor the use of core materials, including
balsa.

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  Company's  gross profit margin as a percent of sales was 32.5% in the third
quarter of 2002,  compared to 33.5% in the third quarter of 2001.  For the nine-
month period ended  September 30, 2002,  the gross margin  percentage was 31.7%,
compared  to 33.2% for the first nine  months of 2001.  In  December  2001,  the
Andean Trade Preference Act ("ATPA") expired and, as a result, products exported
from Ecuador, Bolivia, Columbia and Peru were no longer duty free. The duty rate
on balsa exported from Ecuador was 3.3%.  During the first eight months of 2002,
the Company paid duty on exports from Ecuador, which reduced the gross margin by
approximately 1%. On August 6, 2002, President Bush signed the Trade Act of 2002
(the "Act"). The Act provided for the renewal of the Andean Trade Preference Act
through  December 31, 2006. In addition to providing for duty free  treatment of
balsa  exported from  Ecuador,  the Act also provided that any duty paid between
December 4, 2001 and August 6, 2002 will be  refunded.  Through  August 6, 2002,
the Company  estimates that $320,000 was paid in duty that will now be refunded.
The refund due was recorded in the Company's third quarter financial statements.
The gross margin  decreased  in 2002 due to a  combination  of higher  operating
costs in Ecuador and the U.S., and variations in the mix of products sold.

Selling,  general and  administrative  expenses ("SG&A") for the  three-and-nine
month periods  ended  September 30, 2002  increased  approximately  $591,000 and
$754,000 compared to the three- and nine-month periods ended September 30, 2001,
respectively.  As a percentage of sales, SG&A were 26.5% and 24.7% for the three
and nine month periods ended September 30, 2002 , respectively, on higher sales,
as compared to 23.6% and 24.2%, respectively,  in the comparable period of 2001.
SG&A  in  dollars  increased  due to  various  increases  and  decreases  in the
components  of SG&A.  The  largest  increases  during the period were in selling
costs in Europe and research and development expenses in the U.S. In recognition
of the  relative  weakness  of  certain  of our  markets  in 2002,  the  Company
continues to review all areas of costs,  including SG&A, for potential  savings.
However,  to  prepare  the  Company  for  long-term  success  and to  respond to
activities of our competitors, we expect to increase certain selling expenses in
2002, particularly in Europe.

Interest expense decreased in the third quarter of 2002 as compared to 2001,
from $224,000 to $142,000, and decreased for the first nine months of 2002
compared to the same period in 2001, from $622,000 to $460,000. Interest rates
on dollar denominated loans in Ecuador during the first nine months were
significantly higher than rates available to the Company in the U.S. To take
advantage of the lower rates, during the first quarter of 2002, the Company
shifted a portion of its borrowings from Ecuador to the U.S.

                                       9

<PAGE>

The Company also  benefited  from lower  interest rates in the U.S. in the first
nine months of 2002 compared to the same period in 2001.  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 gain of $168,000 and $380,000 for the three-
and nine-month periods ended September 30, 2002, respectively. For the three and
nine-month periods ended September 30, 2001, the Company had foreign exchange
gains of $205,000 and $46,000, respectively. 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 remeasuring foreign
currency balance sheets into U.S. dollars. The Company utilizes foreign exchange
contracts to hedge certain inventory purchases. The Company does not enter into
foreign currency 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 provision for income taxes was at the rate of 32% and 37% of pre-tax
earnings for the three- and nine-month periods ended September 30, 2002 and 2001
respectively.

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


Forward Looking Statements

Certain statements in this quarterly report on Form 10-Q, the Annual Report on
Form 10-K, the Company's press releases or in reports to stockholders constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements relate to, among other things,
industries in which the Company operates, the U.S. and global economies,
earnings, cash flow and operating performance and may be indicated by words or
phrases such as "anticipates," "supports," "plans," "projects," "expects,"
"should," "forecast," "believe," "management is of the opinion" and similar
words or phrases. Forward-looking statements are subject to inherent
uncertainties and risks, including among others: environmental factors affecting
yields at the Company's balsa plantations; increasing price and product/service
competition by domestic and foreign competitors; fluctuations in the cost and
availability of raw materials; economic and political conditions in Ecuador;
general industry trends and growth rates, including the continued advancement in
composite materials technology and its acceptance as an alternative to
conventional methods of construction; and economic conditions as they affect
demand for our customers' products (the Company is a raw material supplier to
original equipment manufacturers and sub-tier suppliers engaged in the
fabrication of composite components and assemblies). In addition, such
statements could be affected by general domestic and international economic
conditions, including interest rate and currency exchange rate fluctuations. The
list of factors presented here should not be considered to be a complete list of
all potential risks and uncertainties. Unlisted factors may present significant
additional obstacles to the realization of forward-looking statements.

In light of these risks and uncertainties, actual events and results may vary
significantly from those expressed or implied by such statements. Accordingly,
forward-looking statements should not be relied upon as a prediction of actual
results and readers are cautioned not to place undue reliance on such
forward-looking statements. The Company undertakes no obligation to update or
revise publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.


                                    * * * * *

                                       10

<PAGE>


Item 3.  Quantitative and Qualitative Disclosure of Market Risk

For quantitative and qualitative disclosures about market risks affecting
Baltek, see Item 7A "Quantitative and Qualitative Disclosure About Market Risk"
in Baltek's Annual Report on Form 10-K for the year ended December 31, 2001.
There have been no material changes to our exposure to market risks since
December 31, 2001.



Item 4.  Controls and Procedures

(a)        Evaluation of disclosure controls and procedures. Within the 90 days
           prior to the filing date of this report, the Company carried out an
           evaluation of the effectiveness of the design and operation of the
           Company's disclosure controls and procedures. This evaluation was
           carried out under the supervision and with the participation of the
           Company's management, including the Company's Chief Executive Officer
           and the Chief Financial Officer. Based on that evaluation, the
           Company's Chief Executive Officer and the Chief financial Officer
           concluded that the Company's disclosure controls and procedures are
           effective.

(b)        Changes in internal controls. There were no significant changes in
           the Company's internal controls or in other factors that could
           significantly affect these controls subsequent to the date of the
           evaluation referred to above.

                                       11

<PAGE>


PART II.  OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K

(A) Exhibits:

      10.1.7   Fifth  Amendment to Revolving Loan and Security  Agreement  dated
               September  30, 2002  between  Baltek  Corporation  and  Crustacea
               Corporation,  collectively, as Borrower, and Fleet National Bank,
               as Lender.

      10.1.8   Third  Substitute  Revolving Credit Note dated September 30, 2002
               between   Baltek    Corporation   and   Crustacea    Corporation,
               collectively, as Borrower, and Fleet National Bank, as Lender.

      10.1.9   Term Note dated September 30, 2002 between Baltek Corporation and
               Crustacea  Corporation,  collectively,  as  Borrower,  and  Fleet
               National Bank, as Lender.

      11       An exhibit  showing  the  computation  of  per-share  earnings is
               omitted because the  computation  can be clearly  determined from
               the material contained in this Quarterly Report on Form 10-Q.

      99.1     Certification  pursuant  to 18 U.S.C.  Section  1350,  as adopted
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

      99.2     Certification  pursuant  to 18 U.S.C.  Section  1350,  as adopted
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(B) Reports on Form 8-K:

                 None.

                                       12

<PAGE>


SIGNATURES


Pursuant to the requirements 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)


Date:  November 14, 2002               /s/ Jacques Kohn
                                       ----------------
                                       Jacques Kohn
                                       President and Chief Executive Officer



Date:  November 14, 2002               /s/ Ronald Tassello
                                       -------------------
                                       Ronald Tassello
                                       Chief Financial Officer and Treasurer


                                       13

<PAGE>


                                  Certification

I, Jacques Kohn, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Baltek Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors :

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 14, 2002

/S/ Jacques Kohn
-----------------
Jacques Kohn, President and Chief Executive Officer

                                       14
<PAGE>


                                  Certification

I, Ronald Tassello, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Baltek Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors :

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.



Date: November 14, 2002

/S/ Ronald Tassello
--------------------
Ronald Tassello, Chief Financial Officer and Treasurer

                                       15


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1.7
<SEQUENCE>3
<FILENAME>exhibit10-17.txt
<TEXT>

            FIFTH AMENDMENT TO REVOLVING LOAN AND SECURITY AGREEMENT
                          AND THE OTHER LOAN DOCUMENTS
                          ----------------------------

     THIS FIFTH AMENDMENT TO REVOLVING LOAN AND SECURITY AGREEMENT AND THE OTHER
LOAN DOCUMENTS  (this  "Agreement")  is dated  September 30, 2002, 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 FLEET  NATIONAL  BANK, a
national  banking  association,  successor-by-merger  to Summit Bank,  having an
office located at 208 Harristown Road, Glen Rock, New Jersey 07452 (the "Bank").

                              W I T N E S S E T H :
                              ---------------------

     WHEREAS,  the Borrowers and the Bank have entered into a Revolving Loan and
Security  Agreement  dated  as of  December  21,  1999,  as  amended  by a First
Amendment to Revolving  Loan and Security  Agreement  dated as of September  30,
2000, a Second  Amendment to Revolving Loan and Security  Agreement  dated as of
December 31, 2000, a Third  Amendment to Revolving  Loan and Security  Agreement
and  Modification  to Equipment  Line of Credit Note dated as of  September  28,
2001, and a Fourth  Amendment to Revolving Loan and Security  Agreement dated as
of July 31, 2002,  but  effective as of June 30, 2002  (collectively,  the "Loan
Agreement")  which Loan Agreement relates to (i) a certain Revolving Credit Note
dated  December 21, 1999,  which  Revolving  Credit Note was  superseded  in its
entirety  by virtue of a certain  Substitute  Revolving  Credit Note dated as of
September 30, 2000, which Substitute Revolving Credit Note was superseded in its
entirety by a certain Second Substitute Revolving Credit Note dated December 31,
2000, made by the Borrowers,  on a joint and several basis, in favor of the Bank
(collectively, the "Revolving Credit Note") and (ii) a certain Equipment Line of
Credit Note dated as of December 31, 2000, made by the Borrowers, on a joint and
several basis, in favor of the Bank, in the maximum  aggregate  principal amount
of up to One Million ($1,000,000.00) Dollars, as amended and modified by a Third
Amendment to Revolving Loan and Security Agreement and Modification to Equipment
Line of Credit Note dated as of September 28, 2001  (collectively,  the "Line of
Credit Note"); and

     WHEREAS, the Borrowers and the Bank have agreed to amend and modify certain
terms of the Loan  Agreement  and the other  "Loan  Documents"  (as such term is
defined in the Loan Agreement) all as more fully set forth and described herein,
including,  without  limitation,  (i) providing for a permanent  decrease in the
maximum  aggregate  principal  amount  of the  Revolving  Credit  Note  from the
existing maximum aggregate  principal amount of "up to  $16,500,000.00" to a new
permanently   decreased   maximum   aggregate   principal   amount   of  "up  to
$12,500,000.00"  and (ii)  providing  for the  terms on which the Bank will make
available to the Borrowers a secured term loan in the aggregate principal amount
of $1,000,000.00 (the "Term Loan").

                                       1
<PAGE>


     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:

     1.  Incorporation  of Loan  Agreement  by  Reference.  All of the terms and
         ------------------------------------------------
conditions of the Loan Agreement are hereby  specifically  incorporated into and
made part hereof. In the event of an inconsistency between the terms of the Loan
Agreement  and this  Agreement,  the terms of this  Agreement  will  govern  and
control.

     2.  Definitions.  Defined terms used but not expressly defined herein shall
         -----------
have the same meanings when used herein as set forth in the Loan Agreement.

     3. Third  Substitute  Revolving  Credit  Note;  Permanent  Decrease  in the
        ------------------------------------------------------------------------
Maximum  Aggregate  Principal Amount of the Revolving Credit Note.  Concurrently
-----------------------------------------------------------------
herewith, the Borrowers shall execute and deliver to the Bank that certain Third
Substitute  Revolving  Credit Note (the  "Third  Substitute  Note")  which Third
Substitute Note shall supersede,  and be in full substitution for, the Revolving
Credit  Note 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  Third  Substitute  Note shall not  evidence  or  represent  a
refinancing,  repayment,  accord or satisfaction or novation of the indebtedness
evidenced  by the  Revolving  Credit  Note.  The Bank and the  Borrowers  hereby
covenant and agree that the maximum aggregate  principal amount of the Revolving
Credit Note is now hereby permanently  decreased,  amended and modified from the
existing maximum aggregate  principal amount of "up to  $16,500,000.00" to a new
decreased maximum aggregate principal amount of "up to $12,500,000.00",  as such
permanent decrease is evidenced by the Third Substitute Note.

     4.  Amendment  of Loan  Agreement.  The Loan  Agreement  is hereby  further
         -----------------------------
amended as follows:

     (i) The existing  definition of "Guaranty  Agreement" is hereby  deleted in
its entirety and the following new definition shall be inserted in its place and
stead:

     ""Guaranty Agreement" shall mean a collective reference to (i) that certain
     Guaranty   Agreement   dated  the  date  hereof   from  Balsa   Development
     Corporation, a New Jersey corporation,  Cryogenic Structures Corporation, a
     Delaware corporation, Sanlam Corporation, a New York corporation, and Balsa
     Ecuador Lumber Corporation, a New Jersey corporation, in favor of the Bank,
     (ii) that certain  Guaranty  Agreement dated December 31, 2000, from Baltek
     International  Corporation,  a Delaware corporation,  in favor of the Bank,
     (iii) that certain Guaranty  Agreement dated December 31, 2000, from Baltek
     Mercosur,  LLC, a New Jersey  limited  liability  company,  in favor of the
     Bank, (iv) that certain  Reaffirmation of Guaranty dated as of December 31,
     2000,  from  Balsa  Development  Corporation,  a  New  Jersey  corporation,
     Cryogenic   Structures   Corporation,   a  Delaware   corporation,   Sanlam
     Corporation, a New York corporation,  and Balsa Ecuador Lumber Corporation,
     a New  Jersey  corporation,  in favor  of the  Bank,  and (v) that  certain
     Reaffirmation  of  Guaranty  dated  as of  September  28,  2001,  from  the
     Guarantors in favor of the Bank."

                                      -2-
<PAGE>

     (ii) The  existing  definition  of "Loan  Documents"  is hereby  amended by
including a reference therein to this Agreement,  the Third Substitute Note, the
"Term  Note" (as such term is defined in  Paragraph 5 below),  and that  certain
Reaffirmation  of  Guaranty  dated the date  hereof,  executed  by and among the
Guarantors  in favor of the  Bank,  such  that  all of said  documents  shall be
included in said definition.

     (iii) The existing definition of "LIBOR Based Rate Loans" is hereby deleted
in its entirety and the following new definition  shall be inserted in its place
and stead:

     ""LIBOR  Based Rate Loans"  shall mean a  collective  reference to (i) that
     portion of the Loan  bearing  interest at the LIBOR Based Rate and (ii) the
     Term Loan,  while such Term Loan is bearing  interest at the interest  rate
     provided for pursuant to Section 2A.2 of this Agreement."

     (iv) The following new definitions shall be inserted:

     ""Loan"  shall  mean that  certain  secured  revolving  credit  loan in the
     aggregate  principal amount of up to  $12,500,000.00  made available by the
     Bank pursuant to the terms,  conditions,  and provisions of Articles II and
     VI of this Agreement to the Borrowers and guarantied by the Guarantors."

     ""Term  Loan" shall mean that certain  secured  term loan in the  aggregate
     principal  amount  of  $1,000,000.00  made  available  by the  Bank  to the
     Borrowers and guarantied by the Guarantors, all on September 30, 2002."

     ""Term Loan Maturity Date" shall mean September 29, 2007."

     ""Term Note" shall mean that certain  Term Note (as amended,  modified,  or
     substituted from time to time, the "Term Note"),  dated September 30, 2002,
     executed by the Borrowers,  on a joint and several basis,  and delivered to
     the Bank, which Term Note evidences the Term Loan."

     (v) The following new Article IIA is hereby added to the Loan Agreement:

     "IIA. TERM LOAN
           ---------

     2A.1 Term  Loan.  Subject  to the terms  and  conditions  set forth in this
          ----------
     Agreement,  the Bank hereby agrees to advance the proceeds of the Term Loan
     to the Borrowers on September 30, 2002.  The Borrowers may not reborrow any
     principal amount repaid or prepaid on the Term Note.

     2A.2 Interest  Rate.  The Term Note shall bear  interest  commencing on the
          --------------

     date of the Term Note, on the outstanding  daily principal  amount thereof,
     which interest  shall be payable on the dates  provided for therein,  at an
     interest rate per annum equal to the sum of the LIBOR Rate plus two hundred
     basis points (2.0%). Interest shall be calculated on the basis of a 360-day

                                      -3-

<PAGE>

     year for the actual  number of days  elapsed.  The Bank  shall give  prompt
     notice to the  Borrowers  of the  LIBOR  Rate  determined  or  adjusted  in
     accordance with the provisions  hereof,  which  determination or adjustment
     shall be conclusive (absent manifest error) if made in good faith.

     2A.3  Alternate  Interest  Rate.  If the Bank shall  determine  in its sole
           -------------------------
     discretion  that it is unable to quote the LIBOR  Rate or that it is unable
     or  impossible  to fund the amounts  outstanding  at an interest rate based
     upon the LIBOR Rate, the Bank shall  promptly  notify the Borrowers of such
     determination  and each all amounts  outstanding  under the Term Note shall
     begin to bear  interest at an  interest  rate per annum equal to the sum of
     the Base Rate minus three quarters of one percent (0.75%) commencing on the
     last day of the then current interest period.

     2A.4 Optional Prepayments. The Borrowers shall have the right to prepay, in
          --------------------
     whole or in part and without  prepayment  premium or fee,  the Term Note at
     any time and from time to time. Each optional prepayment hereunder shall be
     applied by the Bank to the amounts  outstanding under the Term Note in such
     order as the Bank shall determine in its sole discretion.

     2A.5 Note.  The  indebtedness  of the Borrowers to the Bank with respect to
          ----
     the Term Loan shall be evidenced by the Term Note.

     2A.6  Amortization.  The Borrowers  shall repay to the Bank the outstanding
           ------------
     principal balance of the Term Loan in sixty (60) equal consecutive  monthly
     installments,  each in the  amount  of  $16,666.66,  with  the  first  such
     principal  installment  commencing on November 1, 2002, and each succeeding
     monthly principal  installment due on the first day of each and every month
     thereafter  up  through  and   including  the  Term  Loan  Maturity   Date.
     Notwithstanding any term, condition,  or provision of this Agreement to the
     contrary,  on the Term Loan Maturity Date the Borrowers  shall repay to the
     Bank any and all amounts then outstanding in connection with the Term Loan,
     including,  without  limitation,  any and all  principal,  interest,  fees,
     costs, and other expenses, if any, due and owing to the Bank.

     2A.7 Method of Payment. The Borrowers shall make each payment to be made by
          -----------------
     them under the Term Note  (including,  without  limitation,  all principal,
     interest and optional  prepayments),  without set-off or counterclaim,  not
     later  than  3:00 P.M.  (New York City  time) on the day when due in lawful
     money of the United States of America and in immediately available funds to
     the  Bank at its  principal  office  set  forth on the  first  page of this
     Agreement.

     2A.8  Business Day.  Whenever any payment  hereunder or under the Term Note
           ------------
     shall be stated as due on any day other than a Business  Day,  the maturity
     of such payment shall be extended to the next  succeeding  Business Day and
     interest and all other fees shall accrue during such extension.

                                       -4-

<PAGE>


     2A.9 Maturity  Date. All amounts  outstanding  under the Term Note and this
          --------------
     Agreement,  shall be immediately  due and payable on the Term Loan Maturity
     Date without any requirement of notice or otherwise.

     2A.10 Charge. Without in any way limiting any right of offset, counterclaim
           ------
     or banker's  lien which the Bank may  otherwise  have at law, the Borrowers
     hereby  irrevocably  authorize  and direct the Bank to charge  against  the
     Borrowers'  account or accounts at the Bank an amount or amounts as are due
     and payable to the Bank hereunder or under the Term Note from time to time.

     2A.11 Operating Account.  The Borrowers shall maintain their main operating
           -----------------
     accounts with the Bank, which shall be charged automatically by the Bank on
     a monthly basis for payments due under the Term Note.

     2A.12 Use of  Proceeds.  The proceeds of the Term Loan shall be used by the
           ----------------
     Borrowers to purchase additional timberland in Ecuador."

     (vi) Sections 2.7, 2.8, and 2.9 of the Loan Agreement shall, and are hereby
made to, apply to the Term Loan and the Term Note and (a) any and all references
contained  therein to the "Note"  shall also be deemed to be  references  to the
Term Note and (b) any and all references  contained  therein to the "LIBOR Based
Rate" shall also be deemed to be  references  to the interest  rate provided for
pursuant to Section 2A.2 of the Loan Agreement,  as amended and modified by this
Agreement.

     (vi) Article III of the Loan Agreement  shall not apply to the Term Loan
or the Term Note.

     (vii)  Articles IV and V of the Loan Agreement  shall,  and are hereby made
to,  apply  to the  Term  Loan  and the  Term  Note  and any and all  references
contained  therein to the "Collateral"  shall also be deemed to be references to
the "Term Loan Collateral" (as such term is defined in Paragraph 5 below).

     (viii) Article VI of the Loan Agreement shall not apply to the Term Loan or
the Term Note.

     (ix) Article VII of the Loan Agreement  shall, and is hereby made to, apply
to the  Term  Loan and the Term  Note and (a) any and all  references  contained
therein to the "Note" shall also be deemed to be references to the Term Note and
(b) any and all references  contained therein to the "Loan" shall also be deemed
to be references to the Term Loan.

     (x) Articles VIII, IX, and X of the Loan  Agreement  shall,  and are hereby
made to, apply to the Term Loan and the Term Note.

                                       -5-


<PAGE>

     5. Collateral for Term Loan. In  consideration  of the Term Loan being made
        ------------------------
available to the Borrowers and with  knowledge that the Bank would not have made
the Term Loan  available  but for the promises of the Borrowers  hereunder,  the
Borrowers,  as  collateral  security  for the prompt and  complete  payment  and
performance  when due by the  Borrowers of all  Obligations  of the Borrowers in
connection  with the Term Loan  and/or the Term Note only and not in  connection
with the  Revolving  Credit  Note  and/or  the Line of Credit  Note,  including,
without limitation, the following: (i) all indebtedness of the Borrowers owed to
the Bank  arising on or after the date hereof in  connection  with the Term Loan
and/or the Term Note, both principal and interest, and any extensions, renewals,
refundings,  substitutions of or for such indebtedness in whole or in part, (ii)
all  indebtedness  of the  Borrowers  owed to the Bank for  reasonable  fees and
expenses  incurred by or on behalf of the Bank in connection  with the Term Loan
and/or the Term Note, (iii) all obligations of the Borrowers to the Bank arising
under the other Loan Documents in connection  with the Term Loan and/or the Term
Note, (iv) all other indebtedness,  obligations and liabilities of the Borrowers
owed to the Bank now or hereafter  existing,  in  connection  with the Term Loan
and/or  the  Term  Note  whether  or not  contemplated  by the Bank  and/or  the
Borrowers  as of the date  hereof and  whether  direct or  indirect,  matured or
contingent,  joint or several or otherwise,  (v) all future advances made by the
Bank for the protection or preservation  of the "Term Loan  Collateral" (as such
term is defined below), including,  without limitation,  reasonable advances for
storage and transportation charges, taxes, insurance,  repairs and the like when
and as the same become due whether at maturity or by  declaration,  acceleration
or otherwise,  or if not due when payment thereof shall be demanded by the Bank,
and (vi) any and all  costs  and  expenses,  including  costs  and  expenses  of
collection,  paid or incurred by the Bank in connection  with the  collection of
the amounts referred to in the preceding  clauses (i), (ii), (iii), (iv) or (v),
in connection  with the  enforcement or realization  upon any or all of the Term
Loan Collateral or the Bank's security  interest  therein,  the Borrowers hereby
collaterally assign,  mortgage,  hypothecate,  convey, transfer and grant to the
Bank a  continuing  security  interest  in all of their  respective  present and
future rights,  title and interests in and to the Term Loan Collateral and as to
such Term Loan  Collateral,  any and all cash  proceeds,  non-cash  proceeds and
products   thereof,   additions  and  accessions   thereto,   replacements   and
substitutions  therefor,  and all related  books,  records,  journals,  computer
print-outs and data, of the Borrowers.  The Bank shall be under no obligation to
proceed  against  all or  any of the  Term  Loan  Collateral  before  proceeding
directly against the Borrowers or any Guarantor.

     For the purposes of this Agreement, the defined term "Term Loan Collateral"
shall mean and include all of the  Borrowers'  now owned and hereafter  acquired
(a) machinery,  (b) manufacturing,  distribution,  selling,  data processing and
office equipment, and (c) furniture, furnishings, appliances, fixtures and trade
fixtures,  tools,  toolings,  molds, dies and vehicles,  which is located in the
United States of America.

     6. Additional Provisions. Notwithstanding any term, condition, or provision
        ---------------------
of this  Agreement,  the Loan  Agreement,  or any  other  Loan  Document  to the
contrary,  the  additional  terms,  conditions,  and  provisions  set  forth and
described  on  Schedule  "A"  attached  hereto and made a part hereof are hereby
incorporated by this reference into, and shall by such  incorporation  become an
integral part of, the Loan  Agreement,  the Guaranty Agreements, the Revolving

                                      -6-


<PAGE>

Credit Note,  the Line of Credit Note,  the Term Note, and all of the other Loan
Documents.  In the event of any  conflict  between  the terms,  conditions,  and
provisions of Loan  Agreement,  the Guaranty  Agreements,  the Revolving  Credit
Note,  the Line of Credit  Note,  the Term  Note,  and/or  any of the other Loan
Documents and the  additional  terms,  conditions,  and provisions set forth and
described on said Schedule "A", the terms, conditions,  and provisions set forth
and described on said Schedule "A" shall prevail and control.

     7.  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:

     (i)  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 forth at length herein.

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

     (iii) 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.

     (iv) 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.

     (v) The execution, delivery and performance of the Amendment Documents will
not (a) violate any provision of any existing law, statute,  rule, regulation or
ordinance (b) conflict with, result in a breach of or constitute a default under
(1) the respective  certificates of incorporation or by-laws of the Borrowers or
(2) any order, judgment,  award or decree of any court,  governmental authority,
bureau or agency,  or (3) 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 (c) 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.

     (vi) 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.

                                      -7-


<PAGE>



     (vii) None of the by-laws and/or  certificates  of  incorporation  or other
corporate  governing  documents of the  Borrowers  have been  amended,  modified
and/or  supplemented  in any way since the date such documents were delivered to
the Bank.

     8. 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, all on
the day and year first above written.

ATTEST:                                          FLEET NATIONAL BANK, successor
                                                 by merger to Summit Bank

By:  /s/ Terri A. Fermo                          By: /s/ Richard Mady
-------------------------                        -------------------------------
Name:   Terri A. Fermo                           Name:  Richard Mady
Title:   A.V.P.                                  Title: S.V.P.


ATTEST:                                          BALTEK CORPORATION

/s/ Margot W. Kohn                               By: /s/ Jacques Kohn
-------------------------                        -------------------------------
Margot W. Kohn, Secretary                        Jacques Kohn, President


ATTEST:                                          CRUSTACEA CORPORATION

/s/ Margot W. Kohn                               By: /s/ Jacques Kohn
-------------------------                        -------------------------------
Margot W. Kohn, Secretary                        Jacques Kohn, President

                                      -8-
<PAGE>

                                  SCHEDULE "A"
                                  ------------

 ATTACHED TO AND MADE A PART OF THAT CERTAIN FIFTH AMENDMENT TO REVOLVING LOAN
AND SECURITY AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED BY AND AMONG BALTEK
  CORPORATION AND CRUSTACEA CORPORATION, AS THE BORROWERS, AND FLEET NATIONAL
                  BANK, AS THE BANK, DATED SEPTEMBER 30, 2002

                    Additional Terms, Conditions, Provisions

1.   Payment Availability  Requirement.  At all times throughout the term of the
     ---------------------------------
     Loan  Agreement,  any payment made using other than a Fleet  National  Bank
     check  or wire  transfer,  there  is an  automatic  delay of one (1) day in
     posting the "payment" (as such term is defined  below)  because the payment
     is not considered to be in "immediately available funds."

2.   Payments. All payments shall be made by Borrowers to Bank at 208 Harristown
     --------
     Road, Glen Rock, New Jersey 07452 or such other place as Bank may from time
     to time  specify  in  writing in lawful  currency  of the United  States of
     America in immediately  available funds, without counterclaim or setoff and
     free and clear of, and without any deduction or withholding  for, any taxes
     or other payments.

3.   Application of Payments. All payments shall be applied first to the payment
     -----------------------
     of all  fees,  expenses  and  other  amounts  due to  the  Bank  (excluding
     principal  and  interest),  then to accrued  interest,  and the  balance on
     account of outstanding  principal;  provided,  however, that after default,
     payments  will be applied to the  obligations  of Borrowers to Bank as Bank
     determines in its sole discretion.

4.   Payment of Fees and Expenses.  Borrowers shall pay on demand all reasonable
     ----------------------------
     expenses  of Bank  in  connection  with  the  preparation,  administration,
     default,  collection,  waiver or amendment of the Loan Agreement and/or any
     of the Loan Documents, or in connection with Bank's exercise,  preservation
     or  enforcement  of any of  its  rights,  remedies  or  options  hereunder,
     including, without limitation,  reasonable fees of outside legal counsel or
     the  allocated  reasonable  costs of in-house  legal  counsel,  accounting,
     consulting,  brokerage or other similar professional fees or expenses,  and
     any  reasonable  fees or  expenses  associates  with  travel or other costs
     relating to any appraisals or examinations conducted in connection with the
     Loan  Agreement,  any of the Loan  Documents  and/or any of the  Collateral
     and/or  the Term Loan  Collateral  and the  amount  of all such  reasonable
     expenses  shall,  until  paid,  bear  interest  at the rate  applicable  to
     principal  thereunder  (including  the default  rate) and be an  obligation
     secured by all of the Collateral and the Term Loan Collateral.

5.   Interest  Computation.  All  computations  of interest shall be made on the
     ---------------------
     basis of a three hundred sixty (360) day year and the actual number of days
     elapsed.

                                      -9-
<PAGE>


6.   Following Business Day Convention.  At all times throughout the term of the
     ---------------------------------
     Loan  Agreement and the other Loan  Documents,  the payment dates should be
     adjusted in accordance  with the "Following  Business Day  Convention,"  as
     hereinafter defined. The Following Business Day Convention shall be used to
     adjust any relevant date if that date would otherwise fall on a day that is
     not a Business Day. For the purposes herein,  the term "Following  Business
     Day Convention"  shall mean that an adjustment will be made if any relevant
     date would  otherwise  fall on a day that is not a Business Day so that the
     date will be the first  following  day that is a Business  Day. A "Business
     Day" means,  in respect of any date that is specified in the Loan Agreement
     to be subject to adjustment in accordance  with the Following  Business Day
     Convention,  a day on which commercial banks settle payments (i) in London,
     if the payment  obligation is calculated by reference to the LIBOR Rate, or
     (ii) New York, if the payment  obligation is calculated by reference to the
     Base Rate. All payments  hereunder shall be adjusted in accordance with the
     Following Business Day Convention.

7.   Default  Interest Rate.  Upon an Event of Default  (whether or not the Bank
     ----------------------
     has  accelerated  payment of the Revolving  Credit Note, the Line of Credit
     Note, and/or the Term Note), the Borrowers' right to select pricing options
     shall  cease,  and the  amounts  outstanding  under said  notes  shall bear
     interest,  payable on demand,  at a rate, per annum,  determined on a daily
     basis,  of five (5%)  percent in excess of the Base  Rate,  but in no event
     more than the highest rate permitted by the applicable usury law in respect
     of the Borrowers, until the unpaid balance of said notes and interest shall
     have been paid in full.

8.   Replacement  of  Promissory  Note or Other  Documents.  Upon  receipt of an
     -----------------------------------------------------
     affidavit of an officer of the Bank as to the loss,  theft,  destruction or
     mutilation of any promissory  note or any other security  document which is
     not of public record, and in the case of any such loss, theft,  destruction
     or  mutilation,  upon  surrender  and  cancellation  of such  note or other
     document,  Borrowers will issue, in lieu thereof, a replacement  promissory
     note or other security  document in the same  principal  amount thereof and
     otherwise of like tenor.

9.   Pledge to the Federal  Reserve.  The Bank may at any time pledge all or any
     ------------------------------
     portion of its rights under the Loan Documents including any portion of the
     Revolving Credit Note, the Line of Credit Note, and/or the Term Note to any
     of the twelve (12) Federal  Reserve Banks  organized under Section 4 of the
     Federal  Reserve Act, 12 U.S.C.  Section 341. No such pledge or enforcement
     thereof shall release the Bank from its  obligations  under any of the Loan
     Documents.

10.  Late Fee. If the entire amount of any required principal and/or interest is
     --------
     not paid in full  within  ten (10) days  after  the same is due,  Borrowers
     shall pay to Bank a late fee  equal to five  percent  (5%) of the  required
     payment (but in no event more than $2,500.00).

11.  Interest  Limitation.  All agreements  between Borrowers and Guarantors and
     --------------------
     Bank  are  hereby  expressly  limited  so that in no  contingency  or event
     whatsoever,   (whether  by  reason  of  acceleration  of  maturity  of  the
     indebtedness  evidenced hereby or otherwise) shall the amount paid or agree
     to be paid to Bank  for  the  use or the  forbearance  of the  indebtedness
     evidence  hereby exceed the maximum  permissible  under  applicable law.

                                    -10-
<PAGE>

     As used herein,  the term  "applicable law" shall mean the law in effect as
     of the date hereof; provided,  however, that in the event there is a change
     in the law which results in a higher permissible rate of interest, then the
     Revolving  Credit Note, the Line of Credit Note, and the Term Note shall be
     governed by such new law as of its effective  date.  In this regard,  it is
     expressly  agreed  that  it is the  intent  of  Borrowers  and  Bank in the
     execution,  delivery and acceptance of the Revolving  Credit Note, the Line
     of Credit Note, and the Term Note to contract in strict compliance with the
     laws of the State of New Jersey from  time-to-time in effect.  If, under or
     from any circumstances  whatsoever,  fulfillment of any provision hereof or
     of any of the Loan  Documents at the time of  performance of such provision
     shall  be due,  shall  involve  transcending  the  limit  of such  validity
     prescribed by applicable  law,  then the  obligation to be fulfilled  shall
     automatically  be reduced to the limits of such  validity,  and if under or
     from  circumstances  whatsoever  Bank  should  ever  receive as interest an
     amount which would exceed the highest lawful rate,  such amount which would
     be excessive  interest  shall be applied to the  reduction of the principal
     balance evidenced hereby and not to the payment of interest. This provision
     shall control every other  provision of all agreements  between  Borrowers,
     Guarantors and Bank.

12.  Sale of Loan.  The Bank  shall have the  unrestricted  right at any time or
     ------------
     from time to time, and without  Borrowers' or any Guarantor's  consent,  to
     assign all or any portion of its rights and obligations hereunder to one or
     more banks or other  financial  institutions  (each,  an  "Assignee"),  and
     Borrowers and each  Guarantor  agree that they shall execute or cause to be
     executed such documents,  including, without limitation,  amendments to the
     Loan  Agreement  and to any other  documents,  instruments  and  agreements
     executed in connection  herewith as Bank shall deem necessary to effect the
     foregoing.  In  addition,  at the  request  of Bank and any such  Assignee,
     Borrowers shall issue one or more new promissory  notes, as applicable,  to
     any  such  Assignee  and,  if  Bank  has  retained  any of its  rights  and
     obligations  hereunder  following  such  assignment,  to  Bank,  which  new
     promissory  notes shall be issued in  replacement  of, but not in discharge
     of, the liability  evidenced by the  promissory  note held by Bank prior to
     such assignment and shall reflect the amount of the respective  commitments
     and  loans  held by such  Assignee  and Bank  after  giving  effect to such
     assignment.  Upon the  execution  and  delivery of  appropriate  assignment
     documentation,  amendments and any other documentation  required by Bank in
     connection  with such  assignments,  and the  payment  by  Assignee  of the
     purchase price agreed to by Bank and such Assignee,  such Assignee shall be
     a party to the Agreement  and shall have all of the rights and  obligations
     of Bank  hereunder  (and  under  any and all other  guaranties,  documents,
     instruments and agreements  executed in connection  herewith) to the extent
     that such rights and obligations have been assigned by Bank pursuant to the
     assignment  documentation between Bank and such Assignee, and Bank shall be
     released from its  obligations  hereunder and thereunder to a corresponding
     extent. The Bank may furnish any information  concerning the Borrowers to a
     prospective  Assignee(s),   provided  that  the  Bank  shall  require  such
     prospective Assignee to agree in writing to maintain the confidentiality of
     such information.

13.  Right to Sell a Portion of a Loan to a Prospective Participant.  Bank shall
     --------------------------------------------------------------
     have the unrestricted right at any time and from time-to-time,  and without
     the consent of or notice to Borrowers or any Guarantor,  to grant to one or
     more  banks  or  other  financial   institutions  (each,  a  "Participant")
     participating  interests in Bank's  obligation to lend hereunder and/or any
     or all of the loans held by Bank hereunder.  In the event of any such grant

                                      -11-


<PAGE>

     by Bank of a participating  interest to a Participant,  whether or not upon
     notice to Borrowers,  Bank shall remain  responsible for the performance of
     its  obligations  hereunder and Borrowers shall continue to deal solely and
     directly  with  Bank in  connection  with  Bank's  rights  and  obligations
     hereunder.  Bank may furnish any  information  concerning  Borrowers in its
     possession  from  time-to-time to prospective  Participants,  provided that
     Bank shall require any such prospective  Participant to agree in writing to
     maintain the confidentiality of such information.

14.  Setoff.  The Borrowers  and any Guarantor  hereby grant to the Bank a lien,
     ------
     security  interest and right of setoff as security for all  liabilities and
     obligations to the Bank,  whether now existing or hereafter  arising,  upon
     and  against  all  deposits,  credits,  collateral  and  property,  now  or
     hereafter in the possession, custody, safekeeping or control of the Bank or
     any entity under the control of FleetBoston  Financial  Corporation and its
     successors  and assigns,  or in transit to any of them  (collectively,  the
     "Deposits").  In addition to the Bank's common law setoff rights and not in
     limitation  thereof,  at any time  after  the  occurrence  and  during  the
     continuance of an Event of Default,  without demand or notice, the Bank may
     set off the same or any part thereof and apply the same to any liability or
     obligation of the Borrowers  and any  Guarantor  even though  unmatured and
     regardless   of  the  adequacy  of  any  other   collateral   securing  the
     Obligations.  ANY AND ALL RIGHTS TO REQUIRE THE BANK TO EXERCISE ITS RIGHTS
     OR REMEDIES  WITH RESPECT TO ANY OTHER  COLLATERAL  WHICH SECURES THE LOAN,
     PRIOR TO  EXERCISING  ITS RIGHT OF SETOFF  WITH  RESPECT TO SUCH  DEPOSITS,
     CREDITS OR OTHER  PROPERTY OF THE  BORROWERS OR ANY  GUARANTOR,  ARE HEREBY
     KNOWINGLY,  VOLUNTARILY AND IRREVOCABLY  WAIVED. Such right of debit may be
     exercised by the Bank against the Borrowers (and all Guarantors) or against
     any bankruptcy trustee,  debtor-in-possession,  assignee for the benefit of
     creditors,  receiver, or execution, judgment, or attachment creditor of the
     Borrowers (and all Guarantors),  or against anyone else claiming through or
     against the Borrowers (and all Guarantors).

     Furthermore, in the event any attachment,  trustee process, garnishment, or
other levy or lien  (collectively a  "Garnishment")  issues against any Deposits
(the "Liened Funds"),  then the Bank shall have the unconditional right, without
prior notice to the  Borrowers  (and all  Guarantors),  to debit any such Liened
Funds  immediately prior to giving effect to such Garnishment and apply the same
to any  indebtedness of the Borrowers (and all Guarantors) to the Bank under the
Loan Documents, whether or not the same has matured.

     In addition,  without  limiting  any of the  foregoing  rights,  during the
existence  of an Event of  Default  (or any  Default),  the Bank  shall have the
right,  without notice, to "freeze" or segregate any or all of the Deposits such
that the Borrowers (and all  Guarantors) may not access,  control,  or draw upon
them.

                                      -12-

<PAGE>

15.  Waiver  of Trial by Jury.  BORROWERS  AND BANK (BY  ACCEPTANCE  OF THE LOAN
     ------------------------
     DOCUMENTS)  MUTUALLY HEREBY KNOWINGLY,  VOLUNTARILY AND INTENTIONALLY WAIVE
     THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED HEREON,  ARISING
     OUT OF, UNDER OR IN CONNECTION  WITH THE LOAN DOCUMENTS  CONTEMPLATED TO BE
     EXECUTED  IN  CONNECTION  HEREWITH  OR ANY  COURSE  OF  CONDUCT,  COURSE OF
     DEALINGS,  STATEMENTS  (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY,
     INCLUDING,  WITHOUT LIMITATION,  ANY COURSE OF CONDUCT, COURSE OF DEALINGS,
     STATEMENTS OR ACTIONS OF BANK RELATING TO THE ADMINISTRATION OR ENFORCEMENT
     OF THE LOAN AGREEMENT OR THE LOAN  DOCUMENTS,  AND AGREE THAT NO SUCH PARTY
     WILL SEEK TO  CONSOLIDATE  ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A
     JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED  EXCEPT AS  PROHIBITED  BY LAW,
     BORROWERS  HEREBY  WAIVE ANY RIGHT THEY MAY HAVE TO CLAIM OR RECOVER IN ANY
     LITIGATION  ANY  SPECIAL,  EXEMPLARY,  PUNITIVE OR  CONSEQUENTIAL  DAMAGES.
     BORROWERS  CETIFY  THAT NO  REPRSENTATIVE,  AGENT OR  ATTORNEY  OF BANK HAS
     REPRESENTED,  EXPRESSLY OR  OTHERWISE  THAT BANK WOULD NOT, IN THE EVENT OF
     LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER. THIS WAIVER CONSTITUTES A
     MATERIAL  INDUCEMENT  FOR  BANK TO  ACCEPT  THE  LOAN  DOCUMENTS  AND  MAKE
     ADVANCES, THE TERM LOAN AND OTHER FINANCIAL  ACCOMODATIONS AVAILABLE TO THE
     BORROWERS.



                              [END OF SCHEDULE "A"]
                                  ------------


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1.8
<SEQUENCE>4
<FILENAME>exhibit10-18.txt
<TEXT>

                     THIRD SUBSTITUTE REVOLVING CREDIT NOTE


$12,500,000.00                                                September 30, 2002


     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 promise to pay on or
before December 31, 2003 (the "Maturity  Date"),  to the order of FLEET NATIONAL
BANK, a national banking association, as successor-by-merger to Summit Bank (the
"Bank"),  at the office of the Bank located at 208 Harristown  Road,  Glen Rock,
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)  $12,500,000.00  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,  a Second  Amendment  to
Revolving  Loan and  Security  Agreement  dated as of December 31, 2000, a Third
Amendment to Revolving Loan and Security Agreement and Modification to Equipment
Line of Credit  Note dated as of  September  28,  2001,  a Fourth  Amendment  to
Revolving Loan and Security  Agreement  dated as of July 31, 2002, but effective
as of June 30,  2002,  and a Fifth  Amendment  to  Revolving  Loan and  Security
Agreement and the Other Loan  Documents  dated  September  30, 2002,  all by and
among the  Borrowers  and the Bank,  as such Loan and Security  Agreement may be
further amended from time to time (collectively, the "Agreement"). Defined terms
used but not  expressly  defined  herein shall have the same  meanings when used
herein as set forth in the Agreement.

     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


<PAGE>

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 Third  Substitute  Revolving Credit
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 their  "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 shall,  jointly and  severally,  pay interest on the
unpaid principal amount of this Third Substitute Revolving Credit Note from time
to time outstanding on a monthly basis.

     All advances  made by the Bank to the  Borrowers  hereunder may be noted by
the Bank on the Schedule 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 Third  Substitute  Revolving
Credit  Note shall not be received by Bank within ten (10) days of the due date,
the 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 in 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.

     Subject to the  provisions  of  Section  2.7 of the  Agreement,  this Third
Substitute  Revolving  Credit Note may be prepaid,  in whole or in party, at one
time or from time to time, without prepayment premium or fee.

     This Third Substitute  Revolving Credit Note is a replacement of the Second
Substitute   Revolving  Credit  Note  dated  December  31,  2000,  which  was  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 Third Substitute  Revolving Credit Note is
the "Third Substitute  Revolving Credit Note" referred to in the Fifth Amendment
to Revolving  Loan and Security  Agreement  and the Other Loan  Documents  dated
September 30, 2002, and is secured by the Collateral  described in the Agreement
and the Guaranty Agreement.

                                       2
<PAGE>

     The Bank may  declare  this Third  Substitute  Revolving  Credit Note to be
immediately due and payable if 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 Third  Substitute  Revolving Credit 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 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 Third Substitute  Revolving Credit 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 Third  Substitute  Revolving
Credit  Note  or any  part  hereof  be  collected  at law  or in  equity,  or in
bankruptcy,  receivership,  or any other court proceeding,  or should this Third
Substitute  Revolving  Credit  Note be  placed  in the  hands of  attorneys  for
collection  upon  default,  the  Borrowers  agree  to pay,  in  addition  to the
principal  and  interest  due  and  payable  hereon,  all  reasonable  costs  of
collecting or attempting to collect this Third Substitute Revolving Credit Note,
including reasonable attorneys' fees and expenses and further including, without
limitation, all post judgment collection costs and expenses.

     This Third  Substitute  Revolving  Credit  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
Borrowers under this Third Substitute  Revolving Credit 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  Third
Substitute  Revolving Credit Note hereby waive  presentment,  demand of payment,
protest and notice of dishonor of this Third Substitute Revolving Credit Note.

     This Third  Substitute  Revolving Credit Note is binding upon the Borrowers
and their  respective  successors  and assigns and shall inure to the benefit of
the Bank and its successors and assigns.

     This Third  Substitute  Revolving Credit Note and the rights and obligation
of the parties  hereto shall be subject to and governed by the laws of the State
of New Jersey.

                                       3

<PAGE>

       IN WITNESS  WHEREOF,  the undersigned  have caused this Third  Substitute
Revolving  Credit  Note to be  duly  executed  by  their  respective  authorized
officers, all on the day and year above written.

ATTEST:                                          BALTEK CORPORATION

/s/ Margot W. Kohn                               By: /s/ Jacques Kohn
-------------------------                        -------------------------------
Margot W. Kohn, Secretary                        Jacques Kohn, President


ATTEST:                                          CRUSTACEA CORPORATION

/s/ Margot W. Kohn                               By: /s/ Jacques Kohn
-------------------------                        -------------------------------
Margot W. Kohn, Secretary                        Jacques Kohn, President


                                       4

<PAGE>


              SCHEDULE TO THIRD SUBSTITUTE REVOLVING CREDIT NOTE OF
                  BALTEK CORPORATION AND CRUSTACEA CORPORATION
                             TO FLEET NATIONAL BANK



Date             Amount           Amount          Unpaid
                 of               Principal       Principal        Notation
                 Advance          Repaid          Balance          by
--------------------------------------------------------------------------------
                 $                $               $






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1.9
<SEQUENCE>5
<FILENAME>exhibit10-19.txt
<TEXT>

                                    TERM NOTE


$1,000,000.00                                           As of September 30, 2002


     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 promise to pay on or
before September 29, 2007 (the "Term Loan Maturity Date"), to the order of FLEET
NATIONAL BANK, a national banking association,  as successor-by-merger to Summit
Bank (the  "Bank"),  at the office of the Bank located at 208  Harristown  Road,
Glen Rock, 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  $1,000,000.00  pursuant to the terms,  conditions,  and
provisions  of this  Term  Note and 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, a Second  Amendment
to Revolving Loan and Security  Agreement dated as of December 31, 2000, a Third
Amendment to Revolving Loan and Security Agreement and Modification to Equipment
Line of Credit  Note dated as of  September  28,  2001,  a Fourth  Amendment  to
Revolving Loan and Security  Agreement  dated as of July 31, 2002, but effective
as of June 30,  2002,  and a Fifth  Amendment  to  Revolving  Loan and  Security
Agreement and the Other Loan  Documents  dated as of September 30, 2002,  all by
and among the Borrowers and the Bank, as such Loan and Security Agreement may be
further amended from time to time (collectively, the "Agreement"). Defined terms
used but not  expressly  defined  herein shall have the same  meanings when used
herein as set forth in the Agreement.

     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 at
the interest  rate(s)  provided for in Sections 2A.2 and 2A.3 of the  Agreement.
Interest  shall be  calculated  on the  basis of a 360-day  year for the  actual
number of days elapsed.

     Installments  of  accrued  interest  only shall be due and  payable  hereon
monthly,  with the first such  installment  being due and payable on November 1,
2002, 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 Term Note
shall have been paid in full.

     The Borrowers shall repay to the Bank the outstanding  principal balance of
this Term Note in sixty (60) equal consecutive monthly installments, each in the
amount of $16,666.66,  with the first such principal  installment  commencing on
November 1, 2002, and each succeeding  monthly principal  installment due on the
first day of each and every month  thereafter  up through and including the Term
Loan Maturity Date.  Notwithstanding any term,  condition,  or provision of this
Term Note or the Agreement to the  contrary,  on the Term Loan Maturity Date the
Borrowers  shall  repay to the  Bank any and all  amounts  then  outstanding  in
connection  with this Term  Note,  including,  without  limitation,  any and all
principal,  interest,  fees, costs, and other expenses, if any, due and owing to
the Bank.

                                       1

<PAGE>

     In the  event  that any  payment  due under  this  Term  Note  shall not be
received by Bank within ten (10) days of the due date, the 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 Term Loan available to the Borrowers, (ii) Bank would not have made the Term
Loan available to the Borrowers in the absence of the agreement of the Borrowers
to pay such late  charge,  and  (iii)  such  late  charge  in 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 Term 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.

     Subject to the provisions of Section 2.7 of the  Agreement,  this Term Note
may be prepaid,  in whole or in part, at one time or from time to time,  without
prepayment premium or fee.

     This Term Note is the "Term  Note"  referred to in the Fifth  Amendment  to
Revolving Loan and Security  Agreement and the Other Loan Documents  dated as of
September 30, 2002, and is secured by the Collateral  described in the Agreement
and the Guaranty Agreement.

     The Bank may declare this Term Note to be immediately due and payable if 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 Term 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 Term Loan  available to the  Borrowers;
(ii)  Bank  would  not have made the Term Loan  available  to the  Borrowers  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
Term Loan will not 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 Term Loan and (b)  compensation  to Bank for losses  that are
difficult to ascertain.

     This Term  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 Term Note or any part hereof be
collected  at law or in equity,  or in  bankruptcy,  receivership,  or any other
court  proceeding,  or should this Term Note be placed in the hands of attorneys
for  collection  upon default,  the  Borrowers  agree to pay, in addition to the
principal  and  interest  due  and  payable  hereon,  all  reasonable  costs  of
collecting  or  attempting  to  collect  this Term  Note,  including  reasonable
attorneys' fees and expenses and further including, without limitation, all post
judgment collection costs and expenses.

                                       2

<PAGE>

     This Term 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
Borrowers  under this Term 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 Term Note
hereby waive presentment,  demand of payment,  protest and notice of dishonor of
this Term Note.

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

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

     IN WITNESS  WHEREOF,  the undersigned have caused this Term Note to be duly
executed by their  respective  authorized  officers,  all as of the day and year
above written.

ATTEST:                                          BALTEK CORPORATION

/s/ Margot W. Kohn                               By: /s/ Jacques Kohn
-------------------------                        -------------------------------
Margot W. Kohn, Secretary                        Jacques Kohn, President


ATTEST:                                          CRUSTACEA CORPORATION

/s/ Margot W. Kohn                               By: /s/ Jacques Kohn
-------------------------                        -------------------------------
Margot W. Kohn, Secretary                        Jacques Kohn, President

                                       3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>6
<FILENAME>exhibit99-1.txt
<TEXT>


Exhibit 99.1
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Baltek Corporation (the "Company") on
Form 10-Q for the period ended September 30, 2002 as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), I, Jacques Kohn,
President and Chief Executive Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

1) The Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

2) The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company for
the periods presented.



/s/ Jacques Kohn

Jacques Kohn
President and Chief Executive Officer
November 14, 2002


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>7
<FILENAME>exhibit99-2.txt
<TEXT>

Exhibit 99.2
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Baltek Corporation (the "Company") on
Form 10-Q for the period ended September 30, 2002 as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), I, Ronald Tassello,
Chief Financial Officer and Treasurer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

1) The Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

2) The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company for
the periods presented.



/s/ Ronald Tassello
------------------------------------
Ronald Tassello
Chief Financial Officer and Treasurer
November 14, 2002



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