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<FILENAME>form8k-50064_baltek.txt
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                    FORM 8-K
                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported): December 11, 2002
 -------------------------------------------------------------------------------

                               Baltek Corporation
 -------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

                                    Delaware
                          (State or Other Jurisdiction
                                of Incorporation)
         2-44764                                         13-2646117
         -------                                         ----------
(Commission File Number)                       (IRS Employer Identification No.)

                  10 Fairway Court, Northvale, New Jersey 06747
--------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


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


                                 Not Applicable
--------------------------------------------------------------------------------

         (Former Name or Former Address, if Changed Since Last Report)




<PAGE>

                    INFORMATION TO BE INCLUDED IN THE REPORT

                  ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.

     On February 27, 2003,  Baltek  Corporation  (the "Company")  issued a press
release  announcing  it  had  completed  and  closed  the  sale  of  its  shrimp
businesses,   the  Company's   wholly  owned   subsidiaries   Marines  C.A.  and
Recorcholis, S.A., to Conlorance Investments Inc., a buyer unaffiliated with the
Company.  The sale was  completed  pursuant to an  Agreement  for Sale among the
Company,  Dr. Recher Vivanco Cordova and Ms. Luz Sierra Vivanco,  dated December
11,  2002.  The  Agreement  for Sale was amended on January 31, 2003 to reflect,
among other things, the sale of the business to Conlorance Investments, Inc. The
sale was made  effective as of February 17, 2003 when the Company and Conlorance
Investments  Inc.  executed  the  Closing  Agreement.   Closing  agreements  are
customarily executed to memorialize the consummation of a sale or acquisition of
an Ecuadorian  company.  The selling price of the shrimp business was $1,400,000
with $250,000 paid by the purchaser at the closing. The balance of $1,150,000 is
payable in four equal semi-annual  installments.  At the purchaser's option, the
purchase price will be adjusted to $1 million if an additional  $750,000 is paid
in cash by March 14, 2003.  The purchase  price is payable in U.S.  dollars.  In
connection  with the sale,  the Company  revised the terms of its loan agreement
with its  Ecuadorian  bank and expects to revise the terms of its loan agreement
with its U.S. bank. The Purchase Agreement,  the Amendment and the Press Release
are attached hereto as Exhibits 10.10, 10.11 and 99.1, respectively. The Closing
Agreement  will be filed as an amendment to this filing shortly after an English
language version becomes available.

                   ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(b) Pro forma financial information.
     The Company  will provide pro forma  financial  information  regarding  the
transaction  described in Item 2 above in a subsequent amendment to this Current
Report on Form 8-K within 15 days after the closing date of the transaction.

(c) EXHIBITS:

      Exhibit
      Number   Exhibit Title
      ------   -------------
      10.10    Agreement  for Sale  among  the  Company  and  Dr.Recher  Vivanco
               Cordova  and Ms. Luz Sierra  Vivanco,  dated  December  11,  2002
               (Translated into English from the Original Spanish document)

      10.11    Addendum to Agreement  for Sale among the Company and Dr.  Recher
               Vivanco  Cordova and Ms. Luz Sierra  Vivanco,  dated  January 31,
               2003 (Translated into English from the Original Spanish document)




<PAGE>

      10.12    Closing Agreement between the Company and Conlorance Investments,
               dated as of February 17, 2003.  (Translated into English from the
               Original  Spanish  document,  to be filed as an amendment to this
               filing).




      99.1     Press Release dated February 27, 2003.

                                   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 hereunto duly authorized.

                                BALTEK CORPORATION

Date: February 27, 2003         By: /s/ Ronald Tassello, Chief Financial Officer
                                    --------------------------------------------
                                    Ronald Tassello
                                    Chief Financial Officer







</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>3
<FILENAME>exhibit10-10.txt
<TEXT>
                    PURCHASE/SALE  PROMISE  EXECUTED BY THE  SHAREHOLDERS OF THE
                    COMPANIES  MARINES C.A. AND RECORCHOLIS S.A. IN FAVOR OF DR.
                    RECHER  VIVANCO  CORDOVA AND HIS WIFE LUZ SIERRA  VIVANCO IN
                    THE AMOUNT OF: US$ 1,400,000.00*****.

In the City of  Guayaquil,  Capital  of the  Province  of  Guayas,  Republic  of
Ecuador,  today,  December  eleventh of two thousand  two,  before me, DR. PIERO
GASTON AYCART  VINCENZINI,  Head of the  THIRTIETH  Notary Public Office of this
Canton, appear the party of the first part, in their capacity as shareholders of
the company  MARINES C.A.:  the company BALTEK  CORPORATION,  with United States
nationality,  represented by its Vice  President for Latin American  Operations,
Mr. Antonio Luis Diaz, also a United States national;  the company MADERAS SECAS
C.A., MASECA, represented by its General Manager and Legal Representative,  Eng.
Jose Alberto  Sandoval Munoz, an Ecuadorian  national;  and the company BALMANTA
S.A.,  represented,  in his capacity as Second Manager and Legal Representative,
by Eng.  Carlos Augusto  Naranjo  Lindao,  an Ecuadorian  national;  the company
MARINES  C.A.  appears  in its  capacity  as  sole  shareholder  of the  company
RECORCHOLIS S.A.,  represented by its General Manager and Legal  Representative,
Eng. Jose
                                                                               1
<PAGE>

Alberto  Sandoval Munoz;  which party shall be called THE PROMISOR  SELLERS.  As
party of the second part appear RECHER VIVANCO CORDOVA, an Ecuadorian  national,
and his wife, LUZ SIERRA DE VIVANCO, a Colombian national,  which party shall be
called the PROMISOR BUYERS.  All the persons  appearing herein are of legal age,
executives,  the first domiciled in the City of New York, and all others in this
city of Guayaquil,  competent to commit and to contract,  whom I know, so sworn.
Correctly  instructed on the purpose and results of this  Purchase/Sale  Promise
document, which they proceed with as stated; and, with full and complete freedom
to execute it, they  presented  to me the draft with the  following  tenor:  MR.
NOTARY:  In the Registry of Certified  Documents which you keep, please insert a
PURCHASE/SALE  PROMISE  for  shares  corresponding  to the share  capital of the
capital stock companies MARINES C.A. and RECORCHOLIS S.A., with their assets and
liabilities,  pursuant to the states which are indicated below: FIRST:  PARTIES.
The  following  persons  appear in the execution  hereof:  a) Party of the first
part,  in the  capacity as PROMISOR  SELLERS:  The  Shareholders  of the company
MARINES C.A.: BALTEK  CORPORATION,  represented by Mr. Antonio Luis Diaz, in his
capacity  as Vice  President  Latin  American  Operations;  MADERAS  SECAS C.A.,
MASECA,


                                                                               2
<PAGE>

represented by its General Manager and Legal Representative,  Eng. JOSE SANDOVAL
MUNOZ;  and BALMANTA S.A.,  represented by Eng.  CARLOS NARANJO  LINDAO,  in his
capacity as SECOND MANAGER; and the Shareholder of the company RECORCHOLIS S.A.:
MARINES C.A., represented by Eng. JOSE SANDOVAL MUNOZ in his capacity as General
Manager.  b) As party of the second part, in their capacity as PROMISOR  BUYERS:
Mr. Recher  Vivanco  Cordova and his wife,  Luz Sierra de Vivanco,  in their own
behalves and representing their personal rights and the marital estate they have
formed.  c) Also  appearing  in order to make  statements  and to  contract  the
obligations  indicated below are Eng. JOSE SANDOVAL  MUNOZ,  Eng. CARLOS NARANJO
LINDAO,  and Eng.  VICENTE  OLLAGUE  LOYOLA,  for the rights they  represent  as
General  Manager,  First  Manager,  and Second  Manager,  in that order,  of the
companies  MARINES C.A. and  RECORCHOLIS  S.A.  SECOND:  BACKGROUND.  Eng.  Jose
Sandoval Munoz, in his capacity as General Manager and Legal  Representative  of
the companies  MARINES C.A. and RECORCHOLIS S.A., and Eng. CARLOS NARANJO LINDAO
and Eng. VICENTE OLLAGUE LOYOLA, in their capacities as First Manager and Second
Manager, of the same companies, expressly state the following, with knowledge of
the reasons:  BACKGROUND  OF MARINES C.A. - That MARINES C.A. is a capital stock
company with Ecuadorian


                                                                               3
<PAGE>

nationality,  with domicile in Guayaquil, which has a share capital of SEVENTEEN
THOUSAND SEVEN HUNDRED FORTY-EIGHT UNITED STATES DOLLARS AND 00/100, represented
by  forty-four  thousand one hundred  common  registered  shares with a value of
forty cents of a dollar each,  and whose  corporate  purpose is the  production,
sowing,  harvesting,  and production of Laboratory larvae,  packing and sales of
bioaquatic  species,  especially  shrimp.  Likewise  that such  company  has not
declared  itself  dissolved,  or  inactive.  That the company  MARINES  C.A. was
established  with a share capital of twelve million sucres,  through a certified
document executed on August twentieth of nineteen hundred eighty-one, before the
Notary Public of the canton of Urbina Jado,  Attorney Marcos Diaz Casqueta,  and
recorded in the  Commercial  Registry of Guayaquil on September  seventeenth  of
nineteen  hundred  eighty-one.  That  through a certified  document  executed on
December first of nineteen hundred ninety-eight,  before the Ninth Notary Public
of  Guayaquil,  Dr.  Gloria  Lecaro de Crespo,  and  recorded in the  Commercial
Registry of Guayaquil on September first of nineteen  hundred  ninety-nine,  the
subscribed  capital of the company was  increased  to the amount of four hundred
forty-one million two hundred thousand sucres. That through a certified document
executed on December eighteenth of the year two thousand before the

                                                                               4
<PAGE>

Thirtieth Notary Public of Guayaquil,  Dr. Piero Aycart Vicenzini,  and recorded
in the Commercial Registry of Guayaquil on August third of the year two thousand
one,  the  corporate  bylaws of the  company  were  amended  and the capital was
converted into SEVENTEEN THOUSAND SIX HUNDRED  FORTY-EIGHT UNITED STATES DOLLARS
AND 00/100 (US$  17,648.00),  represented  by  Forty-Four  Thousand  One Hundred
Twenty  common  registered  shares  with a par value of Forty  Cents of a Dollar
each,  which is what it is currently  operating  with.  That such stock is fully
subscribed  and paid in, and that  there is no  limitation  or lien  whatsoever,
which in any manner  restricts the property  rights over them. That the only and
current owners of such stock are the following:  BALTEK  CORPORATION is owner of
sixteen thousand two hundred twenty-eight  (16,228) shares;  MADERAS SECAS C.A.,
MASECA is owner of twelve  thousand eight hundred ninety  (12,890)  shares,  and
BALMANTA S.A. is owner of fifteen thousand two (15,002)  shares.  That among the
assets of the company  that are listed on the  Inventory  that is attached as an
integral part of the present instrument,  there is a Shrimp Bed of approximately
Seven Hundred Thirty-Six hectares, located at the site called Isla Verde, facing
the Gulf of Guayaquil, a Shrimp Packing Plant located at


                                                                               5
<PAGE>

Lotizacion Las Ferias in the canton of Duran and a Larva  Laboratory  located at
San Pablo in the canton of Santa  Elena,  all in the  province  of Guayas.  That
there exist no claims by third parties on ownership of the stock,  or any action
or decision in which they or their  repossession  are demanded or ordered.  That
MARINES  C.A.  is the  only,  absolute,  and quiet  owner of the  aforementioned
assets.  That MARINES C.A. is the only and absolute owner of all the facilities,
equipment,  machinery, inputs, tools, and buildings existing on such properties,
the  detail  of which  is in the  inventory  which,  signed  by the  contracting
parties, is deemed part of the present contract. That the facilities, equipment,
machinery, inputs, tools, buildings, etc., cited in the preceding number have no
orders of seizure,  prohibition against transfer, liens, nor are they subject to
rescissory,  seizure,  repossession,  or probate  action;  that they are free of
judgments, seizure orders, real liens, and that they are exempt from limitations
of dominion; with the exception of the Open Mortgage and Industrial Lien granted
to Banco de la Produccion S.A.  Produbanco on the Isla Verde Shrimp Bed, located
facing the Gulf of Guayaquil, through a certified document signed on May seventh
of nineteen hundred ninety-nine



                                                                               6
<PAGE>

before the Notary Public of Guayaquil,  Dr. Roger Arosemena Benites and recorded
in the Property  Registry of Guayaquil on June  twenty-ninth of nineteen hundred
ninety-nine,  which  is  pending  cancellation  by  the  aforementioned  banking
institution.  That no debt or obligation  whatsoever  exists, due or coming due,
contracted by MARINES C.A. in favor of third  parties,  either as direct debtor,
or as indirect  debtor,  or as  guarantor,  or as joint and  several  co-debtor,
except the  liabilities  indicated  on the Balance  Sheet closed at November 30,
2002.  Consequently,  they  expressly  indicate that MARINES C.A. owes no taxes,
charges,  special contributions of a tax nature, either provincial or municipal,
etc., that it also does not owe income tax; that,  likewise,  it is not a debtor
of the Department of the Merchant Marine and Coastlines, or of the Ministries of
Industry or National Defense, the Production  Institutions,  the Central Bank of
Ecuador,  or of the National  Development Bank. That the company's Balance Sheet
closed at November  thirtieth  of two  thousand  two reflects the reality of the
financial  position of MARINES C.A.  That  MARINES C.A.  does not owe any amount
whatsoever to its former employees,  to whom it has paid all their monies,  such
as salaries, bonuses, compensation, additional salaries,


                                                                               7
<PAGE>

vacation,  etc. That, likewise,  MARINES C.A. does not owe any amount whatsoever
to the  Ecuadorian  Institute  of Social  Security.  That there are no  material
transactions that have not been appropriately recorded in the accounting records
that support the financial  statements.  That MARINES C.A., in the management of
its corporate affairs, has followed the rules and laws of the Republic.  That no
agreements exist to sell back the assets that form the company's  capital.  That
MARINES  C.A.  does not have  outstanding  litigation  of any nature,  either as
plaintiff or defendant.  BACKGROUND OF RECORCHOLIS S.A. That RECORCHOLIS S.A. is
a capital stock company with Ecuadorian nationality, with domicile in Guayaquil,
that has share capital of ONE THOUSAND 00/100 UNITED STATES DOLLARS, represented
by One Thousand common registered shares with a par value of One Dollar each and
whose  corporate  purpose  is to sow,  harvest,  and  sell  bioaquatic  species,
especially shrimp.  Likewise that such company has not been declared  dissolved,
or  inactive.  That the  company  RECORCHOLIS  S.A.  was  established  through a
certified document authorized by the Notary Public of the Canton of Urbina Jado,
Attorney  Marcos  Diaz  Casquete on February  twenty-fifth  of nineteen  hundred
eighty-one  and was  recorded in the  Commercial  Registry of Guayaquil on April
tenth of nineteen hundred



                                                                               8
<PAGE>

eighty-one.  Its initial share capital was five hundred thousand sucres. Through
a certified document  authorized by the Thirtieth Notary Public of the Canton of
Guayaquil, Doctor Piero Aycart Vincenzini, on November thirtieth of the year two
thousand,  which was recorded in the  Commercial  Registry of Guayaquil on April
second of the year two thousand  one,  the  aforementioned  company  changed its
capital  into  United  States  dollars  and  increased  it to the  amount of ONE
THOUSAND 00/100 UNITED STATES DOLLARS (US$ 1,000.00),  divided into One Thousand
common  registered  shares with a par value of One Dollar each. That such shares
are fully  subscribed and paid in, and that no limitation or encumbrance  exists
on them that in any way restricts the right of ownership thereon.  That the only
current  owner of all those  shares is the company  MARINES  C.A.  That  through
Interministerial Resolution Number Two Hundred, dated November tenth of nineteen
hundred ninety-three, the Assistant Secretaries of Fishing and National Defense,
granted the aforementioned  company a renewal permit, for ten further years, for
it to operate in the breeding,  cultivation,  and domestic sale of shrimp on 200
hectares at the site Isla Moquinana  (also known as Isla  Escalante),  parish of
Ximena,  Canton of  Guayaquil,  province  of Guayas.  That no third  party claim
exists on title to the


                                                                               9
<PAGE>

shares,  or an action or judgment in which the repossession  thereof is demanded
or  ordered.   That   RECORCHOLIS  S.A.  is  the  only,   absolute,   and  quiet
concessionaire   of  the  200  hectares  of  the  beach  and  bay  zone  at  the
aforementioned   site,  and  that  such   concession  for  the  cultivation  and
exploitation  of shrimp  is  legally  effective,  for the ten  additional  years
calculated  from the granting of the initial  extension  period,  that is, until
November tenth of the year two thousand three. That RECORCHOLIS S.A. is the only
and absolute owner of all the facilities,  equipment,  machinery, inputs, tools,
and  buildings  existing  on such  properties,  the  detail  of  which is in the
inventory  which,  signed by the  contracting  parties,  is  deemed  part of the
present contract.  That the facilities,  equipment,  machinery,  inputs,  tools,
buildings,  etc.,  cited in the  preceding  number  have no orders  of  seizure,
prohibition  against  transfer,  liens,  nor are  they  subject  to  rescissory,
seizure,  repossession  or  probate  action;  that  they are free of  judgments,
seizure  orders,  real  liens,  and that they are  exempt  from  limitations  of
dominion,  as well as that they are not affected by administrative  claims. That
no debt or  obligation  whatsoever  exists,  due or coming  due,  contracted  by
RECORCHOLIS S.A. in favor of third parties,


                                                                              10
<PAGE>

either as direct debtor, or as indirect debtor, or as guarantor, or as joint and
several co-debtor,  except the liabilities indicated on the Balance Sheet closed
at November 30, 2002.  Consequently,  they expressly  indicate that  RECORCHOLIS
S.A.  owes no taxes,  charges,  special  contributions  of a tax nature,  either
provincial  or  municipal,  etc.,  that it also does not owe income  tax;  that,
likewise,  it is not a debtor  of the  Department  of the  Merchant  Marine  and
Coastlines, or of the Ministries of Industry or National Defense, the Production
Institutions,  the Central Bank of Ecuador, or of the National Development Bank.
That the company's  Balance  Sheet closed at November  thirtieth of two thousand
two reflects the reality of the  financial  position of  RECORCHOLIS  S.A.  That
RECORCHOLIS S.A. does not owe any amount whatsoever to its former employees,  to
whom it has paid all their  monies,  such as  salaries,  bonuses,  compensation,
additional salaries,  vacation,  etc. That, likewise,  RECORCHOLIS S.A. does not
owe any amount whatsoever to the Ecuadorian  Institute of Social Security.  That
there are no material transactions that have not been appropriately  recorded in
the accounting records that support the financial  statements.  That RECORCHOLIS
S.A., in the  management of its  corporate  affairs,  has followed the rules and
laws of


                                                                              11
<PAGE>

the  Republic.  That no  agreements  exist to sell back the assets that form the
company's capital. That RECORCHOLIS S.A. does not have outstanding litigation of
any nature, either as plaintiff or defendant. THIRD: PURCHASE/SALE PROMISE. With
such  background,  the PROMISOR  SELLERS state that they promise to give in sale
and perpetual transfer in favor of the PROMISOR BUYERS all the common registered
stock they have in the share  capital of MARINES C.A. and  RECORCHOLIS  S.A., as
well as their  assets and  liabilities.  The sale of such stock shall be made as
follows:   a)  The  PROMISOR  SELLERS   shareholders  of  MARINES  C.A.:  BALTEK
CORPORATION,  represented  by Mr.  ANTONIO  LUIS DIAZ,  in his  capacity as Vice
President for Latin American Operations; MADERAS SECAS C.A., MASECA, represented
by Eng. JOSE SANDOVAL  MUNOZ, in his capacity as General  Manager;  and BALMANTA
S.A.,  represented  by Eng.  CARLOS  NARANJO  LINDAO,  in his capacity as SECOND
MANAGER, promise to sell and transfer their stock to the PROMISOR BUYERS, in the
amounts  indicated  below: 1) BALTEK  CORPORATION  sixteen  thousand two hundred
twenty-eight  (16,228)  shares;  2) MADERAS SECAS C.A.,  MASECA twelve  thousand
eight hundred ninety (12,890) shares, and; 3) BALMANTA S.A. fifteen thousand two
(15,002) shares.

                                                                              12
<PAGE>

Which is equivalent to all the stock comprising the share capital of the company
MARINES C.A.,  that is,  Forty-Four  Thousand One Hundred Twenty (44,120) common
registered  shares  with a par  value of forty  cents of a dollar  each.  b) The
PROMISOR  SELLER  shareholder  of RECORCHOLIS  S.A.:  The company  MARINES C.A.,
represented  by Eng. JOSE SANDOVAL  MUNOZ,  in his capacity as General  Manager,
promises to sell and  transfer to the  PROMISOR  BUYERS,  one  thousand  (1,000)
shares, which is equivalent to all the stock that comprises the share capital of
the company  RECORCHOLIS  S.A., that is, One Thousand (1,000) common  registered
shares with a par value of one dollar each. The PROMISOR SELLERS state that they
promise to sell and  transfer to the  PROMISOR  BUYERS all their rights over the
shares sold, including legal and optional reserves, outstanding balances against
the company, etc., such that the PROMISOR BUYERS of each of the shares have full
title thereto, as well as ownership of all its assets and liabilities; and it is
also evidenced that the Promisor  Sellers shall deliver the accounting books for
the fiscal year two thousand two, that is,  through  December 31 of two thousand
two,  closed.  For their part,  the  PROMISOR  BUYERS state that they accept the
present PURCHASE/SALE



                                                                              13
<PAGE>

PROMISE  inasmuch as it is in their  interest.  FOURTH.  PRICE.  The total price
freely agreed by the  contracting  parties for all the stock of MARINES C.A. and
RECORCHOLIS  S.A. is ONE MILLION FOUR HUNDRED THOUSAND UNITED STATES DOLLARS AND
00/100 (US$  1,400,000.00),  which price shall be paid as follows: A) The amount
of ONE HUNDRED  THOUSAND  UNITED STATES  DOLLARS AND 00/100 (US$  100,000.00) is
paid at this time through Check number two nine one five,  from current  account
number  one three nine two eight nine - one,  at Banco del  Pacifico,  issued in
favor of RECORCHOLIS  S.A.; and the amount of ONE HUNDRED FIFTY THOUSAND  UNITED
STATES DOLLARS AND 00/100 (US$  150,000.00)  through check no. two nine one six,
from  current  account  no. one three  nine two eight  nine - one,  at Banco del
Pacifico,  issued in favor of  RECORCHOLIS  S.A.,  and a promissory  note to the
order of the same  beneficiary  for the same  amount,  which is  delivered  as a
guarantee of this  obligation,  at this very moment to the Promisor  Sellers and
whose check shall be cashed at the time the final assignment of the stock to the
Promisor  Buyers is signed,  at which time the promissory note left in guarantee
of the same obligation shall be returned. B) The balance, that is, the amount of
ONE MILLION ONE HUNDRED FIFTY THOUSAND UNITED STATES DOLLARS




                                                                              14
<PAGE>

AND 00/100  (US$  1,150,000.00)  shall be paid in four  payments  of TWO HUNDRED
EIGHTY-SEVEN  THOUSAND  FIVE  HUNDRED  AND 00/100  UNITED  STATES  DOLLARS  (US$
287,500.00)  each,  through four checks and four promissory notes as order paper
for the same amount, with the following collection and due dates,  respectively:
One) April tenth of the year two thousand three;  Two) October tenth of the year
two thousand three;  Three) April tenth of the year two thousand four; and Four)
October tenth of the year two thousand  four.  An annual  interest rate of eight
percent is established for this balance, payable on the due date of each partial
payment,  together with the respective  capital.  The aforementioned  checks and
promissory  notes shall be issued to the order of whomever the Promisor  Sellers
indicate  and   delivered  by  the  Promisor   Buyers  at  the  time  the  Final
Purchase/Sale  and Assignment of Stock document is signed.  To guarantee payment
of the balance  established in this number,  the Promisor  Buyers shall grant to
the  Promisor  Sellers  or to whom they  designate,  a  Mortgage  and  Voluntary
Prohibition against Transfer on the assets covered by the present  purchase/sale
promise.  FIFTH: TERM. The term for formalizing the Final Purchase/Sale Document
for the companies MARINES C.A. and RECORCHOLIS S.A. and for the Final Assignment
of the

                                                                              15
<PAGE>

stock of those same companies,  is through January  Thirty-First of Two Thousand
Three. SIXTH: DEPOSITS AND OTHER STATEMENTS. The parties establish the amount of
ONE HUNDRED  THOUSAND AND 00/100 UNITED  STATES  DOLLARS (US$  100,000.00)  as a
penalty against the party who fails to enter into the final purchase/sale, which
amount shall be delivered as indemnification to the other party, as follows:  a)
If the nonperformance is on the part of the Promisor Sellers,  they shall return
to the Promisor  Buyers the advance  payment of One Hundred  Thousand and 00/100
United States Dollars that they receive at this time and also deliver the amount
of One Hundred Thousand and 00/100 United States Dollars,  granting the Promisor
Buyers a period of two months for them to remove or harvest  the shrimp  sown in
the shrimp beds; b) If the nonperformance is on the part of the Promisor Buyers,
the advance  payment they hereby  deliver in the amount of One Hundred  Thousand
and 00/100 United States Dollars shall remain with the Promisor Sellers, as well
as any  improvement,  investment,  or sowing of shrimp the Promisor  Buyers have
performed,  who shall deliver the facilities  immediately.  The Promisor Sellers
establish that if the Final Sale is made up to

                                                                              16
<PAGE>


December  Twenty-Seventh  of Two Thousand Two and if the Promisor Buyers pay the
Balance  established in number three of the Fourth Clause,  in cash, by the date
indicated,  they shall be granted a discount of FOUR HUNDRED THOUSAND AND 00/100
UNITED STATES DOLLARS (US$  400,000.00) on the Total Price,  that is to say that
the TOTAL PRICE would become the amount of ONE MILLION AND 00/100  UNITED STATES
DOLLARS (US$  1,000,000.00) and the balance payable would be the amount of SEVEN
HUNDRED FIFTY THOUSAND AND 00/100 (US$ 750,000.00) UNITED STATES DOLLARS,  which
amount  shall have to be paid in a certified  check to the order of such natural
or legal person as the Promisor Sellers indicate. In the event that the Promisor
Buyers  cannot pay the balance by December  twenty-seventh  of two thousand two,
the Promisor  Sellers shall grant a grace period for the Promisor  Buyers to pay
the cash balance,  through February sixth of two thousand three, with which they
may enjoy the benefit of the  discount on the Total Price  detailed  above.  The
PROMISOR  SELLERS,  as the only  current  shareholders  of the share  capital of
MARINES C.A. and RECORCHOLIS S.A. state: a) that they understand,  know, and are
aware that that stated  above in the Second  Clause by the Legal  Representative
and officers of Marines

                                                                              17
<PAGE>

C.A. and Recorcholis  S.A.  strictly  adheres to the truth; b) that there are no
debts due,  or coming  due,  or  breached  obligations  or  obligations  pending
performance  to give, to or not to do in favor of natural or legal,  public,  or
private  third  persons,  except  such as are  indicated  in the  aforementioned
balance  sheet;  c) that the balance  sheets  submitted  disclose the  financial
position of MARINES  C.A.  and  RECORCHOLIS  S.A. at November  thirtieth  of two
thousand  two; d) that the PROMISOR  BUYERS,  by acquiring all the stock in such
companies,  acquire their assets and liabilities.  SEVENTH: MATERIAL DELIVERY OF
THE ASSETS BELONGING TO MARINES C.A. AND RECORCHOLIS S.A. The material  delivery
of the assets  owned by Marines  C.A. and  Recorcholis  S.A.  shall be performed
after the signing of the present certified instrument, pursuant to such schedule
as is  established  by common accord and based on the inventory  contained as an
integral part of the present certified  document.  Once the assets are delivered
and while the final sale and  assignment  of the stock of the  companies  Marine
C.A. and Recorcholis S.A. has not been executed,  the Promisor Buyers are liable
to the  Promisor  Sellers for the proper care and  maintenance  of the assets in
reference.  EIGHTH:  DISPUTES.  The  contracting  parties state that any dispute
related to the interpretation



                                                                              18
<PAGE>

and  performance  of the present  contract shall be heard and resolved by any of
the Civil Courts of Guayaquil, in a summary oral proceeding.  Mr. Notary Public,
please  incorporate  the  authorizing  documents and add the  customary  clauses
required for the full  effectiveness  and validity of this contract.  Signature)
Attorney  Jacob Cueva  Gonzalez.  License  Number Nine  Thousand  Seven  Hundred
Fifty-Six  from the Bar  Association  of  Guayas.  TO THIS  POINT  THE  DRAFT IS
CERTIFIED AND THE TEXT IS RATIFIED BY THE GRANTORS. All authorizing documents as
were  delivered  to me are  attached  to this  certified  document.  The persons
appearing  herein  presented  me their  citizenship  identifications  and  voter
registration  cards.  This document  having been read aloud to the grantors from
beginning to end, by me the Notary,  they approve it and sign it in a single act
with me. So sworn.

for BALTEK CORPORATION

[signature]
MR. ANTONIO LUIS DIAZ
PASSPORT No. [hw:] 094641725





                                                               THE SIGNATURES...

                                                                              19
<PAGE>

....CONTINUE

for MADERAS SECAS C.A., MASECA

[signature]
ENG. JOSE ALBERTO SANDOVAL MUNOZ
ID No. [hw:] 09.02308816
Voter Reg. No. [hw:] 411199
R.U.C. No.


for BALMANTA S.A.

[signature]
ENG. CARLOS NARANJO LINDAO
ID No. [hw:] 0903523843
Voter Reg. No. [hw:] 74-0053
R.U.C. No.


for MARINES C.A.

[signature]
ENG. JOSE ALBERTO SANDOVAL MUNOZ
ID No. [hw:] 09.02308816
Voter Reg. No. [hw:] 411199
R.U.C. No.

                                                               THE SIGNATURES...
                                                                              20
<PAGE>

....CONTINUE

[signature]
ENG. VICENTE OLLAGUE LOYOLA
ID No. [hw:] 0902147842
Voter Reg. No. [hw:] 75-0055
R.U.C. No.


[signature]
DR. RECHER VIVANCO CORDOVA
ID No. [hw:] 110182983-4
Voter Reg. No. [hw:] 2540129
R.U.C. No.


[signature]
MRS. LUZ SIERRA DE VIVANCO
ID No. [hw:] 070525616-4
Voter Reg. No.
R.U.C. No.

                                                                              21

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>4
<FILENAME>exhibit10-11.txt
<TEXT>

ADDENDUM  EXPANDING THE PURCHASE AND SALE PROMISE GRANTED BY THE SHAREHOLDERS OF
THE COMPANIES  MARINES C.A. AND RECORCHOLIS S.A. TO SPOUSES DOCTOR RECHER HERNAN
VIVANCO CORDOVA AND LUZ AMINTA SIERRA SIERRA DE VIVANCO. AMOUNT: UNDETERMINED.

In the city of  Guayaquil,  Capital  of the  Province  of  Guayas,  Republic  of
Ecuador,  today, the  thirty-first day of January two thousand three,  before me
DOCTOR PIERO GASTON AYCART  VINCENZINI,  Principal  Notary number THIRTY of this
canton,  there appear the shareholders of the company Marines C.A., party of the
first part:  the company  BALTEK  CORPORATION,  a U.S.  company  represented  by
Engineer Jose Alberto Sandoval Munoz, an Ecuadorian citizen,  duly authorized by
the Vice President of Operations for Latin America of said company,  Mr. Antonio
Luis  Diaz,  also a U.S.  citizen;  the  company  MADERAS  SECAS  S.A.,  MASECA,
represented  by its General  Manager  and Legal  Representative,  engineer  Jose
Alberto  Sandoval Munoz, an Ecuadorian  citizen;  and the company BALMANTA S.A.,
represented by its Second Manager

<PAGE>

and Legal representative,  engineer Carlos Augusto Naranjo Lindao, an Ecuadorian
citizen; on the other hand, as sole shareholder of the company RECORCHOLIS S.A.,
there  appears the company  MARINES C.A.,  represented  by Engineer Jose Alberto
Sandoval Munoz;  these parties will be hereinafter  referred to as the COMMITTED
SELLERS. As the party of the second part, there appear the spouses DOCTOR RECHER
HERNAN VIVANCO CORDOVA, an Ecuadorian  citizen,  and LUZ AMINTA SIERRA SIERRA DE
VIVANCO,  a  Colombian  citizen,  hereinafter  the  COMMITTED  BUYERS.  All  the
deponents  are of legal age,  executives,  domiciled  in the city of  Guayaquil,
competent to bind  themselves  and  contract,  whom know, I certify.  Being well
informed of the object and  results of this  instrument,  which they  execute as
indicated, and with ample and full freedom for its execution, they presented the
draft  with the  following  content:  MR.  NOTARY:  In the  Register  of  Public
Instruments in your charge,  please include one containing an ADDENDUM EXPANDING
AND AMENDING THE PURCHASE AND SALE PROMISE  AGREEMENT  concerning  the shares of
capital of the joint stock companies MARINES S.A. AND RECORCHOLIS S.A., pursuant
to the clauses and representations indicated

<PAGE>

below: ONE: THE PARTIES.- The following persons participate in its execution: a)
the party of the first part, as COMMITTED  SELLERS:  the shareholders of MARINES
C.A.:  BALTEK  CORPORATION,  represented by Engineer  Alberto Sandoval Munoz, an
Ecuadorian  citizen,  duly  authorized by the Vice  President of Operations  for
Latin  America of said  company,  Mr.  Antonio Luis Diaz,  also a U.S.  citizen;
MADERAS SECAS S.A.,  MASECA,  represented by its General  Manager  Engineer Jose
Alberto  Sandoval Munoz,  and BALMANTA S.A.,  represented by its SECOND MANAGER,
Engineer CARLOS NARANJO LINDAO;  and the shareholder of the company  RECORCHOLIS
S.A.: MARINES C.A.,  represented by its General Manager,  Engineer JOSE SANDOVAL
MUNOZ; b) As the party of the second part, there intervene, as COMMITTED BUYERS:
Mr. Recher  Vivanco  Cordova and Ms. Luz Sierra Sierra de Vivanco,  on their own
personal behalf and on behalf of their community of assets. TWO: RECITALS: A) By
Public Instrument  executed before Notary Thirty of Guayaquil,  Dr. Piero Aycart
Vincenzini,  on the  eleventh  day of December  two  thousand  two,  the parties
executed  an  Agreement  for  Promise  of  Purchase  and Sale of  shares  of the
companies Marines C.A. and Recorcholis

<PAGE>

S.A., with all their assets and  liabilities,  in which the term for the signing
of the final purchase and sale instrument was established to be the thirty-first
day of January two thousand three.  B) Due to operational  issues related to the
course of business,  the companies  which appear as the  COMMITTED  SELLERS must
transfer  the shares  under the  aforementioned  purchase  and sale promise to a
third-party  foreign company,  whose name cannot be determined as of the signing
of this public  instrument,  so that the committed  sellers  expressly asked the
committed  buyers  to  extend  the  term  for the  execution  of the  Instrument
containing  the purchase and sale of the shares of Marines C.A. and  Recorcholis
S.A.,  although they came to comply with the  provisions of the shares  purchase
and sale agreement  signed on the eleventh day of December two thousand two, and
to sign the  final  purchase  and sale  instrument,  so that they  execute  this
addendum,  whose purpose is indicated in the following clause. THREE:  PURPOSE.-
With these recitals,  the COMMITTED  SELLERS and the COMMITTED BUYERS freely and
voluntarily agree to modify the shares purchase and sale agreement signed on the
eleventh day of December two thousand two, in the following terms: A) The extend
the term


<PAGE>

referred  to in clause five of the  agreement,  for the  execution  of the Final
Purchase and Sale Instrument of the Shares of Marines C.A. and Recorcholis S.A.,
which may take place by the twenty-eighth day of February two thousand three. B)
They  amend  clause  six of the  contract,  section  a) in the  sense  that  the
committed  sellers will have to pay an indemnity to the committed  buyers in the
event of failure to execute the final purchase and sale instrument of the Shares
of Marines C.A. and Recorcholis  S.A., by the  twenty-eighth day of February two
thousand  three,  in the amount of US$  600,000.00  (six hundred  thousand  U.S.
dollars), including the US$ 100,000.00 which the committed buyers delivered when
signing the shares  purchase  and sale  agreement  signed on the eleventh day of
December two thousand  two, and extend to four months the term for the committed
buyers to withdraw  the shrimp from the pools and be able to sell the  harvested
product found in warehouses if the execution of the final purchase and sale does
not take place by the  twenty-eighth day of February two thousand three, and the
term is extended  for up to fifteen  days after  signing the final  purchase and
sale  agreement  for the  shares,  so that the  committed  buyers  may enjoy the
benefit of the discount of US$400,000.00


<PAGE>

(FOUR  HUNDRED  THOUSAND  U.S.  DOLLARS) from the total selling price for prompt
payment. FOUR: REPRESENTATION.- BALTEK CORPORATION, represented by Engineer Jose
Alberto Sandoval Munoz,  duly authorized by the Vice President of Operations for
Latin America of said company,  Mr. Antonio Luis Diaz, the company MADERAS SECAS
S.A., MASECA,  represented by its General Manager engineer JOSE ALBERTO SANDOVAL
MUNOZ,  and BALMANTA S.A.,  represented by its SECOND  MANAGER  engineer  CARLOS
AUGUSTO  NARANJO  LINDAO;  and  RECORCHOLIS  S.A.,  represented  by its  General
Manager,  engineer JOSE  SANDOVAL  MUNOZ,  expressly,  freely,  and  voluntarily
declare: A) That the execution of the shares purchase and sale promise signed on
the  eleventh  day of  December  two  thousand  two is  duly  authorized  by the
shareholders  of the committed  sellers,  pursuant to the minutes of the general
meeting found in the files of each of the companies;  b) That the shares held by
each of them in the stock  package of Marines S.A.  will be  transferred  due to
operating  issues of the companies to a foreign  company whose corporate name is
unknown on this date. B) That the negotiation of the sale


<PAGE>

of the shares to this  third-party  company will include the  obligation of such
company to sell and/or assign the shares of Marines C.A. and Recorcholis S.A. to
Mr. RECHER HERNAN VIVANCO  CORDOVA AND LUZ AMINTA SIERRA SIERRA DE VIVANCO,  and
comply  with the terms and  conditions  found in the  public  instrument  of the
shares  purchase  and sale  promise  signed on the  eleventh day of December two
thousand  two and in this public  instrument,  C) That the  signing  date of the
final  instrument of shares  purchase and sale of the shares of Marines C.A. and
Recorcholis S.A. by the new company will be by the twenty-eighth day of February
two thousand  three.  D) That,  should the new company fail to respect the terms
and conditions  contained in the shares  purchase and sale promise signed on the
eleventh day of December two thousand two or those found in this instrument,  or
should  it fail  to sign  the  final  instrument  of  purchase  and  sale by the
twenty-eighth  day of February two thousand three, they will pay an indemnity to
the committed buyers in the amount of US$ 500,000.00 (FIVE HUNDRED THOUSAND U.S.
DOLLARS), and will refund the US$ 100,000.00 (ONE HUNDRED THOUSAND U.S. DOLLARS)
delivered as down payment  when signing the purchase and sale  promise,  whereby
the committed buyers may


<PAGE>

claim  payment  of said  amount  from  either  one of  them or from  all of them
together.  Furthermore,  they  pledge to extend the term to four months from the
default  of the  committed  sellers,  for  the  committed  buyers  to be able to
withdraw  the  shrimp  from the pools and sell the  harvested  product  found in
warehouses.  In the event of default on the signing of the  purchase and sale by
the committed buyers, the indemnity referred to in the Purchase and Sale Promise
Instrument  under this  addendum  shall apply.  E) That they will deliver to the
committed buyers all the legal and corporate  documentation  supporting the sale
to the third-party company, understood,  without limitation thereto, as: General
Shareholders  Meeting  of each  of the  selling  companies,  except  for  Baltek
Corporation,  expressly  authorizing the sale to the third-party company,  valid
appointments,  communications  addressed to the legal  representative of Marines
C.A.,  signed by the transferror  and the  transferee,  duly authorized for this
purpose,  communications  addressed to the legal  representative of Marines C.A.
showing  the  transfer  carried  out,   notation  in  the  book  of  shares  and
shareholders,  certificates  of the shares  transferred,  etc.  F) That they are
aware of the extension of the term for the execution of the


<PAGE>

final  instrument  of  purchase  and sale of the  shares  of  Marines  C.A.  and
Recorcholis  S.A. and the  amendment of the agreement of promise of purchase and
sale of shares  contained in this  instrument  arises from an express request of
the committed sellers, since they know that the committed buyers were willing to
sign today the final  purchase and sale  instrument,  whereby they have no claim
against the latter in this respect.  In turn, the committed buyers declare that,
being able to execute today the final purchase and sale instrument of the shares
of  Marines  C.A.  and  Recorcholis  S.A.  in their  favor,  under the terms and
conditions of the purchase and sale promise instrument  executed on the eleventh
day of December two thousand two, they agree to extend the execution term of the
final instrument and amend the terms of the purchase and sale promise instrument
according to the content of the  following  instrument,  provided the  committed
sellers  assure that the new company  will comply with the sale of the shares of
Marines C.A. and Recorcholis S.A. and with the content of this instrument and of
the  purchase  and sale  promise  instrument  executed  on the  eleventh  day of
December two thousand two.


<PAGE>

Furthermore,  the committed buyers declare that they know and accept that, after
the  third-party  foreign  company  whose name cannot be determined at this time
transfers  the shares of Marines  C.A.  and  Recorcholis  S.A. to Recher  Hernan
Vivanco  Cordova and Luz Sierra Sierra de Vivanco,  the  committed  sellers will
cease being bound by the representations, obligations and rights stated for them
pursuant to this  instrument  and that  executed on the eleventh day of December
two thousand two before notary number thirty of the canton of Guayaquil,  and as
of that  time,  the  third-party  foreign  company  will  take upon  itself  and
expressly  assume  all and  each of the  representations  made by the  committed
sellers in this  instrument and in that executed on the eleventh day of December
two thousand two before notary number thirty of the canton of Guayaquil.  In all
other parts, the parties  confirmed all and every one of the terms of the shares
purchase  and sale  promise  signed on the eleventh day of December two thousand
two before  Notary Thirty of Guayaquil,  Dr. Piero Aycart  Vincenzini,  of which
this addendum will be an integral part.  FIVE:  JURISDICTION.-  The  contracting
parties declare that any dispute arising from the


<PAGE>

interpretation  and performance of this expanding and amending  addendum will be
judged and  resolved by any of the Civil  Judges of  Guayaquil  by summary  oral
proceedings.  Mr.  Notary,  please  include  the  backup  documents  and add the
necessary  style  clauses for the full  efficacy and validity of this  contract.
Signature)  Attorney  Jacob Cueva  Gonzalez.  License Number Nine Thousand Seven
Hundred Fifty-Six of the Bar Association of Guayas. HERE ENDS THE DRAFT WHICH IS
ELEVATED TO PUBLIC  INSTRUMENT  AND WHOSE TEXT IS CONFIRMED BY THE PARTIES.  All
the backup documents  delivered to me are enclosed with this public  instrument.
The parties presented to me their identification  documents,  such as citizen or
identity  cards  and  voters'  certificates,  as the  case  may be.  After  this
instrument  was read  from  beginning  to end by me,  the  Notary,  aloud to the
parties, they approved it and signed with me in this act. I certify.

[signature]
DR. RECHER VIVANCO CORDOVA
C.C.No. 110182983-4
V.C. No. 2540129

<PAGE>

[signature]

MRS. LUZ SIERRA DE VIVANCO

N.I.C. No. 070325616-4



For MADERAS SECAS C.A., MASECA

[signature]

ENG. JOSE ALBERTO SANDOVAL MUNOZ

C.C.No. 0902308816

V.C. No. 411199

R.U.C. No. 0990136378001

For BALMANTA S.A.

[signature]

ENG. CARLOS NARANJO LINDAO

C.C.No. 0903523843

V.C. No. 74-0053

R.U.C. No. 0990141835001


For BALTEK CORPORATION

[signature]

ENG. JOSE ALBERTO SANDOVAL MUNOZ

C.C.No. 0902308816

V.C. No. 411199



<PAGE>

For MARINES C.A.

[signature]

ENG. JOSE ALBERTO SANDOVAL MUNOZ

C.C.No. 0902308816

V.C. No. 411199

R.U.C. No. 0990552401001


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>5
<FILENAME>exhibit99-1.txt
<TEXT>
Exhibit 99.1 ...Press Release




                                                       FOR IMMEDIATE RELEASE
CONTACTS:

Ronald Tassello                                        Donald C. Weinberger
BALTEK CORPORATION                                     Wolfe Axelrod Weinberger
                                                       Associates LLC
(201) 767-1400                                         (212) 370-4500


                   BALTEK COMPLETES SALE OF SHRIMP OPERATIONS

NORTHVALE,  NEW JERSEY,  February  27, 2002 -- BALTEK  CORPORATION  (NASDAQ NMS:
BTEK)  announced  today that it completed the  previously  announced sale of its
shrimp  businesses  Marines C.A. and Recorcholis S.A. to Conlorance  Investments
Inc.

Jacques Kohn,  President of Baltek said, "This sale completes our divestiture of
our  seafood  operations  as  previously  planned.  We can now better  focus our
resources  on  developing  our  continuing  business  which  is the sale of core
materials."


BALTEK  CORPORATION is a world-class  manufacturer and distributor of balsa wood
products and other  structural core materials,  including PVC Foam and non-woven
mat products.

Forward Looking Statements

Certain statements in this press release, the Company's 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.


                                       ###


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