
                     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
--------------------------------------------------------------------------------
                 $                $               $






