
            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dated  December 21, 1999,  which  Revolving  Credit Note was  superseded  in its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September 30, 2000, which Substitute Revolving Credit Note was superseded in its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"]
                                  ------------


