<SUBMISSION>
<ACCESSION-NUMBER>0000914317-03-000737
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>4
<PERIOD>20030303
<ITEMS>7
<FILING-DATE>20030307
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>BALTEK CORP
<CIK>0000009442
<ASSIGNED-SIC>2430
<IRS-NUMBER>132646117
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-07395
<FILM-NUMBER>03595600
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>10 FAIRWAY CT
<STREET2>P O BOX 195
<CITY>NORTHVALE
<STATE>NJ
<ZIP>07647
<PHONE>2017671400
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>10 FAIRWAY COURT
<STREET2>P O BOX 195
<CITY>NORTHVALE
<STATE>NJ
<ZIP>07647
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>HKL CORP
<DATE-CHANGED>19730906
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8k-50203_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): March 5, 2003
 -------------------------------------------------------------------------------

                               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 07647
--------------------------------------------------------------------------------
               (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 5 Other Events.

     On March 5, 2003, Baltek Corporation  announced that it has entered into an
Agreement  and Plan of Merger  among  Baltek  Corporation,  Alcan Inc. and Alcan
Balcorp,  Inc.,  dated  March 5, 2003.  After the  merger,  Baltek will become a
wholly owned subsidiary of Alcan,  Inc. As a result of the merger,  shareholders
of Baltek Corporation will receive  approximately  $15.17 in cash for each share
of Baltek common stock.

     Consummation  of the  merger is  subject  to the  satisfaction  of  various
conditions, including, but not limited to, approval of the Agreement and Plan of
Merger by the shareholders of Baltek Corporation.

     Additional  information  regarding  the  merger  is set  forth in the Press
Release of Baltek  Corporation  and the Agreement and Plan of Merger,  copies of
which are filed with this Report and incorporated herein by reference.

     On February 27, 2003, prior to the board meeting approving the merger, Mr.
Henri-Armand Kohn resigned as director of Baltek Corporation.

                   ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

          (c)     EXHIBITS:

          Exhibit
          Number    Exhibit Title
          ------    -------------
          99.1      Agreement and Plan of Merger among Baltek Corporation, Alcan
                    Inc. and Alcan Balcorp, Inc., dated March 5, 2003.

          99.2      Voting  Agreement,  dated as of March 5, 2003,  among  Alcan
                    Inc.,  Jacques Kohn,  Jean Kohn,  the Bernard Kohn Revocable
                    Living Trust and the Bernard Irrevocable Descendants Trust.

          99.3      Press Release, dated March 5, 2003




<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                        BALTEK CORPORATION

Date: March 7, 2003             By: /s/ Ronald Tassello, Chief Financial Officer
                                    --------------------------------------------
                                        Ronald Tassello
                                        Chief Financial Officer



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.I
<SEQUENCE>3
<FILENAME>exhibit99-1.txt
<TEXT>
Exhibit 99.1 Agreement and Plan of Merger


                          AGREEMENT AND PLAN OF MERGER


                                      Among


                               BALTEK CORPORATION,


                                   ALCAN INC.


                                       and


                               ALCAN BALCORP, INC.






                            Dated as of 5 March, 2003



<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

                                                                                                      Page No.
                                                                                                      --------


<C>                                                                                                     <C>
1.       Definitions and Exhibits........................................................................1
         1.1      Definitions............................................................................1
         1.2      Exhibits...............................................................................5
         1.3      Currency...............................................................................5

2.       The Merger......................................................................................5
         2.1      The Merger.............................................................................5
         2.2      Closing................................................................................5
         2.3      Merger Effective Time..................................................................5

3.       The Surviving Company...........................................................................6
         3.1      Certificate of Incorporation of the Surviving Company..................................6
         3.2      Bylaws of the Surviving Company........................................................6
         3.3      Directors of the Surviving Company.....................................................6
         3.4      Officers of the Surviving Company......................................................6

4.       Effect of the Merger on Capital Stock; Exchange of Certificates.................................6
         4.1      Effect of the Merger...................................................................6
                  (a)      Merger Consideration..........................................................6
                  (b)      Merger Sub....................................................................7
         4.2      Exchange of, and Payment for, Shares...................................................7
                  (a)      Paying Agent..................................................................7
                  (b)      Exchange Procedures...........................................................7
                  (c)      Transfers.....................................................................8
                  (d)      Termination of Exchange Fund..................................................8
                  (e)      Lost, Stolen or Destroyed Certificates........................................9
         4.3      Dissenters' Rights.....................................................................9

5.       Representations and Warranties..................................................................9
         5.1      Representations and Warranties of the Company..........................................9
                  (a)      Organization, Good Standing and Qualification.................................9
                  (b)      Capital Structure............................................................10
                  (c)      Corporate Authority; Approval and Fairness...................................10
                  (d)      Governmental Filings; No Violations..........................................11
                  (e)      Company Contracts............................................................12
                  (f)      Company Reports; Financial Statements........................................13
                  (g)      Absence of Certain Changes...................................................14
                  (h)      (Litigation and Liabilities..................................................14
                  (i)      Employee Benefits............................................................15
                  (j)      Compliance with Laws; Permits................................................17
                  (k)      Takeover Statutes............................................................17
                  (l)      Environmental Matters........................................................17
                  (m)      Taxes........................................................................18
                  (n)      Labor Matters................................................................18
                  (o)      Insurance....................................................................18
</TABLE>

                                      -i-
<PAGE>
<TABLE>
<CAPTION>

<C>                                                                                                    <C>
                  (p)      Intellectual Property........................................................19
                  (q)      Brokers and Finders..........................................................20
                  (r)      Vote Required................................................................20
         5.2      Representations and Warranties of Parent and Merger Sub...............................20
                  (a)      Organization, Good Standing and Qualification................................20
                  (b)      Corporate Authority..........................................................21
                  (c)      Governmental Filings; No Violations..........................................21
                  (d)      Ownership of Shares..........................................................22
                  (e)      Funds........................................................................22

6.       Covenants......................................................................................22
         6.1      Interim Operations....................................................................22
         6.2      Acquisition Proposals.................................................................24
         6.3      Stockholder Approvals.................................................................25
         6.4      Stockholder Meeting and Proxy Statement...............................................25
         6.5      Filings; Other Actions; Notification..................................................26
         6.6      Access................................................................................28
         6.7      Stock Exchange De-listing.............................................................28
         6.8      Publicity.............................................................................28
         6.9      Expenses..............................................................................28
         6.10     Indemnification.......................................................................29
         6.11     Takeover Statute......................................................................29

7.       Conditions.....................................................................................29
         7.1      Conditions to Each Party's Obligation to Effect the Merger............................29
                  (a)      Stockholder Approvals........................................................29
                  (b)      Regulatory Consents..........................................................30
                  (c)      No Orders....................................................................30
         7.2      Conditions to Obligations of Parent and Merger Sub....................................30
                  (a)      Representations and Warranties...............................................30
                  (b)      Confirmatory Due Diligence...................................................30
                  (c)      Dissents.....................................................................31
                  (d)      Resignations.................................................................31
                  (e)      Performance of Obligations of the Company....................................31
                  (f)      Divestiture of Shrimp Business...............................................31
                  (g)      Additional Agreements........................................................31
         7.3      Conditions to Obligation of the Company...............................................32
                  (a)      Representations and Warranties...............................................32
                  (b)      Performance of Obligations of Parent and Merger Sub..........................32

8.       Termination....................................................................................32
         8.1      Termination by Mutual Consent.........................................................32
         8.2      Termination by Either Parent or the Company...........................................32
         8.3      Termination by the Company............................................................33
         8.4      Termination by Parent.................................................................33
         8.5      Effect of Termination and Abandonment.................................................34

9.       Miscellaneous and General......................................................................34
         9.1      Survival..............................................................................34
         9.2      Modification or Amendment.............................................................34
</TABLE>



<PAGE>
<TABLE>
<CAPTION>

<S>                                                                                                     <C>
         9.3      Waiver of Conditions..................................................................35
         9.4      Counterparts..........................................................................35
         9.5      Governing Law and Venue; Waiver of Jury Trial.........................................35
         9.6      Notices...............................................................................36
         9.7      Entire Agreement......................................................................37
         9.8      No Third Party Beneficiaries..........................................................37
         9.9      Obligations of Parent and of the Company..............................................37
         9.10     Severability..........................................................................37
         9.11     Interpretation........................................................................37
         9.12     Assignment............................................................................38
</TABLE>





<PAGE>



                          AGREEMENT AND PLAN OF MERGER
                          ----------------------------

AGREEMENT AND PLAN OF MERGER (hereinafter called this "Agreement"), dated as of
5 March 2003, among BALTEK CORPORATION, a Delaware corporation (the "Company"),
ALCAN INC., a Canadian company ("Parent") and ALCAN BALCORP, INC., a Delaware
corporation and a wholly owned subsidiary of Parent ("Merger Sub").

                                    RECITALS

WHEREAS, the Boards of Directors of each of the Company, Parent and Merger Sub
have approved this Agreement, and the Boards of Directors of each of the
Company, Parent and Merger Sub have approved the merger of the Company with and
into the Merger Sub upon the terms and subject to the conditions set forth in
this Agreement (the "Merger"); and

WHEREAS, the Company, Parent and Merger Sub desire to make certain
representations, warranties, covenants and agreements in connection with the
Merger and the other transactions contemplated by this Agreement;

NOW, THEREFORE, in consideration of the premises, and the representations,
warranties, covenants and agreements contained herein, the parties hereto agree
as follows:

1.   Definitions and Exhibits

     1.1  Definitions

As used in this Agreement, the following terms shall have the meanings set forth
below:

"Acquisition Proposal" shall have the meaning set forth in Section 6.2;

"Agreement" shall mean this Agreement and Plan of Merger, including any exhibits
hereto;

"Audit Date" shall mean December 31, 2001;

"Bankruptcy and Equity Exception" shall have the meaning set forth in Section
5.1(c)(i);

"Closing" shall have the meaning set forth in Section 2.2;

"Closing Date" shall mean the time and date at which the Closing takes place
pursuant to Section 2.2;

"Code" shall mean the Internal Revenue Code of 1986, as amended;

"Company" shall mean Baltek Corporation;

"Company Certificates" shall have the meaning set forth in Section 4.1(a);

"Company Closing Documents" shall have the meaning set forth in Section
5.1(c)(i);


<PAGE>

"Company Common Share" shall have the meaning set forth in Section 4.1(a);

"Company Contracts" shall have the meaning set forth in Section 5.1(e);

"Company Disclosure Letter" shall have the meaning set forth in Section 5.1;

"Company Intellectual Property Rights" shall have the meaning set forth in
Section 5.1(p);

"Company Material Adverse Effect" means an effect, change, development or
circumstance that, individually or in the aggregate is or is reasonably likely
to be material and adverse with respect to the financial condition, results of
operations, assets, business or prospects of the Company and its Subsidiaries
taken as a whole;

"Company Reports" shall have the meaning set forth in Section 5.1(f);

"Company Requisite Vote" shall have the meaning set forth in Section 5.1(c);

"Company Voting Debt" shall have the meaning set forth in Section 5.1(b);

"Compensation and Benefit Plans" shall have the meaning set forth in Section
5.1(i);

"Consulting Agreements" shall have the meaning set forth in Section 7.2(g)(ii);

"Contract" shall have the meaning set forth in Section 5.1(d);

"Costs" shall have the meaning set forth in Section 6.10(a);

"DGCL" shall mean the Delaware General Corporation Law, as amended;

"Dissenting Stockholders" shall mean stockholders exercising appraisal rights
pursuant to Section 262 of the DGCL;

"Employees" shall have the meaning set forth in Section 5.1(i);

"Encumbrance" shall have the meaning set forth in Section 6.1(a);

"Environmental Law" means any applicable law, regulation, code, license, permit,
order, decree or injunction from any Governmental Entity governing (A) the
protection of the environment, (including air, water, soil and natural
resources) or (B) the use, storage, handling, release or disposal of Hazardous
Substances, in each case as presently in effect;

"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended;

"ERISA Affiliate" shall have the meaning set forth in Section 5.1(i);

"GAAP" shall mean U.S. generally accepted accounting principles consistently
applied;


                                      -2-

<PAGE>

"Governmental Consents" shall have the meaning set forth in Section 7.1(b);

"Governmental Entity" shall mean any governmental or regulatory authority,
agency, commission or other entity, domestic or foreign;

"Government Antitrust Entity" shall have the meaning set forth in Section
6.5(e);

"Hazardous Substance" means any substance presently listed, defined, designated
or classified as hazardous, toxic or radioactive under any applicable
Environmental Law including petroleum and any derivative or by-products thereof;

"Indemnified Parties" shall have the meaning set forth in Section 6.10(a);

"IRS" shall mean the Internal Revenue Service;

"Knowledge of the Company" shall mean the actual knowledge of (i) an officer of
the Company or (ii) any individual party to a Voting Agreement, in each case
after reasonable inquiry;

"Laws" shall have the meaning set forth in Section 5.1(j);

"Merger" shall mean the merger of Merger Sub with and into the Company such that
the separate existence of Merger Sub shall thereupon cease;

"Merger Certificate" shall have the meaning set forth in Section 2.3;

"Merger Consideration" shall have the meaning set forth in Section 4.1(a);

"Merger Effective Time" shall have the meaning set forth in Section 2.3;

"Merger Sub" shall have the meaning set forth in the recitals hereto;

"Merger Sub Common Share" shall have the meaning set forth in Section 4.1(b);

"Order" shall have the meaning set forth in Section 7.1(c);

"Parent" shall mean Alcan Inc.;

"Parent Companies" shall mean Parent, Merger Sub and any direct or indirect
subsidiaries of Parent;

"Paying Agent" shall have the meaning set forth in Section 4.2(a);

"Pension Plan" shall mean an "employee pension benefit plan" within the meaning
of Section 3(2) of ERISA and that is intended to be qualified under Section
401(a) of the Code;

"Person" shall mean any individual, corporation (including not-for-profit),
general or limited partnership, limited liability company, joint venture,
estate, trust, association, organization, Government Entity or other entity of
any kind or nature;


                                      -3-

<PAGE>

"Plans" shall have the meaning set forth in Section 5.1(i);

"Proxy Statement" shall have the meaning set forth in Section 6.4;

"Representatives" shall have the meaning set forth in Section 6.6;

"SEC" shall mean the U.S. Securities and Exchange Commission;

"Shrimp Business" shall mean all aspects of the Company's shrimp business,
including but not limited to all the assets, liabilities, obligations,
interests, employees and interest in its subsidiaries Marines C.A. and
Recorcholis S.A.;

"Shrimp Business Divestiture" shall mean the transfer of all of the shares of
Marines C.A. and Recorcholis S.A. pursuant to an and in accordance with the
terms of the agreement dated 11 December 2002, as amended thereafter;

"Stockholder Approval" shall have the meaning set forth in Section 6.3;

"Subsidiary" shall mean a "subsidiary" as defined in Rule 1-02 of Regulation S-X
of the SEC;

"Superior Proposal" shall have the meaning set forth in Section 6.2;

"Surviving Company" shall have the meaning set forth in Section 2.1;

"Surviving Company Bylaws" shall have the meaning set forth in Section 3.2;

"Surviving Company Charter" shall have the meaning set forth in Section 3.1;

"Takeover Statute" shall have the meaning set forth in Section 5.1(k);

"Tax" (including, with correlative meaning, the terms "Taxes", and Taxable")
includes all federal, state, local and foreign income, profits, franchise, gross
receipts, environmental, customs duty, capital stock, severances, stamp,
payroll, sales, employment, unemployment, disability, use, property,
withholding, excise, production, value added, occupancy and other taxes, duties
or assessments of any nature whatsoever, together with all interest, penalties
and additions imposed with respect to such amounts and any interest in respect
of such penalties and additions;

"Tax Return" includes all returns and reports (including elections,
declarations, disclosures, schedules, estimates and information returns)
required to be supplied to a Tax authority relating to Taxes;

"Termination and Non-Compete Agreements" shall have the meaning set forth in
Section 7.2(g)(i);

"Termination Date" shall have the meaning set forth in Section 8.2;

"Third-Party Intellectual Property Rights" shall have the meaning set forth in
Section 5.1(p).


                                      -4-


<PAGE>

     1.2  Exhibits

The following are the exhibits annexed to and  incorporated  into this Agreement
by this reference and deemed to be a part hereof:

                  Exhibit 5.1:              Company Disclosure Letter
                  Exhibit 6.10(a)           Indemnified Parties
                  Exhibit 7.2(g)(i):        Termination of Employment
                  Exhibit 7.2(g)(ii):       Consulting Agreements
                  Exhibit 7.2(g)(iii)       Voting Agreements

     1.3  Currency

Unless otherwise specified, any reference to dollars or other currency in this
Agreement denotes a reference to lawful currency of the United States of
America.

2.   The Merger

     2.1  The Merger

Upon the terms and subject to the conditions set forth in this Agreement, at the
Merger Effective Time, Merger Sub shall be merged with and into the Company and
the separate corporate existence of Merger Sub shall thereupon cease. The
Company shall be the surviving corporation in the Merger (sometimes hereinafter
referred to as the "Surviving Company"), and the separate corporate existence of
Merger Sub with all its rights, privileges, immunities, powers and franchises
shall continue unaffected by the Merger, except as set forth in Section 3. The
Merger shall have the effects specified in the Delaware General Corporation Law,
as amended ("DGCL").

     2.2  Closing

The closing of the Merger (the "Closing") shall take place (i) at the offices of
Sullivan & Cromwell, 125 Broad Street, New York, New York at 9:00 A.M. on the
second business day following the day on which the last to be satisfied or
waived of the conditions set forth in Section 7 (other than those conditions
that by their nature are to be satisfied at the Closing, but subject to the
satisfaction or waiver of those conditions) shall be satisfied or waived in
accordance with this Agreement or (ii) at such other place and time and/or on
such other date as the Company and Parent may agree in writing.

     2.3  Merger Effective Time

As soon as practicable following the Closing, the Company will cause a
certificate of merger (the "Merger Certificate") to be executed, acknowledged
and filed with the Secretary of State of the State of Delaware as provided in
Section 251 of the DGCL. The Merger shall become effective at the time when the
Merger Certificate has been duly filed with the Secretary of State of the State
of Delaware (the "Merger Effective Time") or at such other time (not later than
90 days after the date of filing) as may be set forth in the Merger Certificate.



                                      -5-

<PAGE>

3.   The Surviving Company

     3.1  Certificate of Incorporation of the Surviving Company

At the Merger Effective Time the certificate of incorporation of the Surviving
Company (the "Surviving Company Charter") shall be amended in its entirety to
read as the certificate of incorporation of Merger Sub as in effect immediately
prior to the Merger Effective Time until duly amended as provided therein or by
applicable law; provided that the certificate of incorporation shall provide
that the Surviving Corporation shall be named "Baltek Corporation".

     3.2  Bylaws of the Surviving Company

The bylaws of Merger Sub in effect at the Merger Effective Time shall be the
bylaws of the Surviving Company (the "Surviving Company Bylaws"), until
thereafter amended as provided therein or by applicable law.

     3.3  Directors of the Surviving Company

The directors of Merger Sub at the Merger Effective Time shall, from and after
the Merger Effective Time, be the directors of the Surviving Company until their
successors have been duly elected or appointed and qualified or until their
earlier death, resignation or removal in accordance with the Surviving Company
Charter and the Surviving Company Bylaws.

     3.4  Officers of the Surviving Company

The officers of the Merger Sub at the Merger Effective Time shall, from and
after the Merger Effective Time, be the officers of the Surviving Company until
their successors have been duly elected or appointed and qualified or until
their earlier death, resignation or removal in accordance with the Surviving
Company Charter and the Surviving Company Bylaws.

4.   Effect of the Merger on Capital Stock; Exchange of Certificates

     4.1  Effect of the Merger

     At the Merger Effective Time, as a result of the Merger and without any
     action on the part of the holder of any capital stock of the Company:

          (a)  Merger Consideration

               Each share of Common Stock, par value $1.00 per share, of the
               Company (each, a "Company Common Share") issued and outstanding
               immediately prior to the Merger Effective Time (other than
               Company Shares owned by Dissenting Stockholders) shall be
               converted into the right to receive, without interest, an amount
               in cash (the "Merger Consideration") equal to $15.17 per Company
               Common Share. All such Company Common Shares, by virtue of the
               Merger and without any action on the part of the


                                      -6-
<PAGE>

               holders thereof, shall no longer be outstanding and shall be
               canceled and retired and shall cease to exist, and each holder of
               a certificate representing any such Company Common Shares (the
               "Company Certificates") shall thereafter cease to have any rights
               with respect to such Company Common Shares, except the right to
               receive the Merger Consideration for such Company Common Shares
               upon the surrender of such Company Certificate in accordance with
               Section 4.2 or the right, if any, to receive payment from the
               Surviving Company of the "fair value" of such Company Common
               Shares as determined in accordance with Section 262 of the DGCL.



          (b)  Merger Sub

               Each share of Common Stock, par value $0.001 per share, of Merger
               Sub (each, a "Merger Sub Common Share") issued and outstanding
               immediately prior to the Merger Effective Time shall, by virtue
               of the Merger and without any action on the part of Merger Sub or
               the holders of such shares, be converted into and become one
               validly issued, fully-paid and outstanding share of common stock
               of the Surviving Corporation.

     4.2  Exchange of, and Payment for, Shares

          (a)  Paying Agent

               Prior to the Merger Effective Time, Parent shall deposit or cause
               to be deposited with a paying agent selected prior thereto by
               Parent (the "Paying Agent"), amounts sufficient in the aggregate
               to provide all funds necessary for the Paying Agent to make
               payments pursuant to Section 4.1(a) to holders of Company Common
               Shares issued and outstanding immediately prior to the Merger
               Effective Time (it being understood that any and all interest or
               other income earned on funds held by the Paying Agent shall be
               for the account of Parent).

          (b)  Exchange Procedures

               (i)  As soon as reasonably practicable after the Merger Effective
                    Time, the Surviving Company shall cause to be mailed to each
                    Person who was, at the Merger Effective Time, a holder of
                    record of issued and outstanding Company Common Shares (i) a
                    letter of transmittal specifying that delivery shall be
                    effected, and the risk of loss and title to each Company
                    Certificate shall pass, only upon delivery of such Company
                    Certificate (or affidavits of loss in lieu thereof) to the
                    Paying Agent, such letter of transmittal to be in such form
                    and have such other provisions as Parent and the Company may
                    reasonably agree, and (ii) instructions for use in effecting
                    the surrender

                                      -7-

<PAGE>

                    of Company Certificates. Upon surrender to the Paying Agent
                    of any Company Certificate, together with such letter of
                    transmittal, duly executed and completed in accordance with
                    the instructions thereto, the Surviving Company shall
                    promptly cause to be paid to the Person(s) entitled thereto
                    a check in the amount to which such Person(s) are entitled
                    pursuant to Section 4.2(a), after giving effect to any
                    required tax withholdings. No interest will be paid or will
                    accrue on the amount payable upon the surrender of any
                    Company Certificate.

               (ii) If payment is to be made to a Person other than the
                    registered holder of the Certificate surrendered, it shall
                    be a condition of such payment that the Certificate so
                    surrendered shall be properly endorsed or otherwise in
                    proper form for transfer and that the Person requesting such
                    payment shall pay any transfer or other taxes required by
                    reason of the payment to a person other than the registered
                    holder of the Certificate surrendered or establish to the
                    satisfaction of the Surviving Company, or to the
                    satisfaction of the Paying Agent, that such tax has been
                    paid or is not applicable.

          (c)  Transfers

               After the Merger Effective Time, there shall be no transfers on
               the stock transfer books of the Company of the Company Common
               Shares that were outstanding immediately prior to the Merger
               Effective Time.

          (d)  Termination of Exchange Fund

               (i)  One hundred and eighty days following the Merger Effective
                    Time, the Surviving Company shall be entitled to cause the
                    Paying Agent to deliver to it any funds (including any
                    interest received with respect thereto) made available to
                    the Paying Agent in respect of the payments to be made
                    pursuant to Section 4.2(a) which have not been disbursed to
                    holders of Company Certificates on the Merger Effective
                    Time, and thereafter such holders shall be entitled to look
                    to the Surviving Company or Parent only as general creditors
                    thereof with respect to the cash payable upon due surrender
                    of their Company Certificates.

               (ii) Notwithstanding the foregoing, to the fullest extent
                    permitted by law, neither the Paying Agent nor any party
                    hereto shall be liable to any holder of Certificates for any
                    amount paid to a public official pursuant to any applicable
                    abandoned property, escheat or similar law. The Surviving
                    Company shall pay all charges and expenses, including

                                      -8-

<PAGE>

                    those of the Paying Agent, in connection with the exchange
                    of cash for Company Common Shares and if necessary Parent
                    shall reimburse the Surviving Company for such charges and
                    expenses.

          (e)  Lost, Stolen or Destroyed Certificates

               In the event any Certificate shall have been lost, stolen or
               destroyed, upon the making of an affidavit of that fact by the
               Person claiming such Certificate to be lost, stolen or destroyed
               and, if required by Parent, the posting by such Person of a bond
               in customary amount as indemnity against any claim that may be
               made against it with respect to such Certificate, the Paying
               Agent will pay in exchange for such lost, stolen or destroyed
               Certificate the consideration due such holder pursuant to Section
               4.1(a) upon due surrender of the Company Common Shares
               represented by such Certificate.

     4.3  Dissenters' Rights

Any Company Common Shares that have not been voted for adoption of the Merger
and this Agreement and with respect to which appraisal rights shall have been
properly demanded in accordance with Section 262 of the DGCL shall not be
converted into the right to receive the Merger Consideration unless and until
the holder of such Company Common Shares withdraws his, her or its demand for
such appraisal in accordance with the DGCL. The Company shall give Parent notice
of any written demands for appraisals, and withdrawals for demands for
appraisal, of Company Common Shares. Parent shall have the right to participate
in all negotiations and proceedings with respect to any such demands. Neither
the Company nor the Surviving Company shall, except with the prior written
consent of Parent, voluntarily make any payment with respect to, or settle or
offer to settle, any such demand for payment. If any Dissenting Stockholder
shall fail to perfect or shall have effectively withdrawn or lost the right to
dissent, Company Common Shares held by such Dissenting Stockholder shall
thereupon be treated as though such Company Common Shares had been converted
into the Merger Consideration pursuant to Section 4.1(a).

5.   Representations and Warranties

     5.1  Representations and Warranties of the Company

Except as set forth in the numbered section of the disclosure letter attached
hereto as Exhibit 5.1 (the "Company Disclosure Letter") corresponding to the
relevant paragraph below or the Company Reports filed on or prior to the date
hereof, the Company hereby represents and warrants to Parent and Merger Sub
that:

          (a)  Organization, Good Standing and Qualification

               Each of the Company and each of its Subsidiaries is a corporation
               duly organized, validly existing and in good standing under the
               laws of its jurisdiction of organization and has all requisite


                                      -9-
<PAGE>




               corporate or similar power and authority to own and operate its
               properties and assets and to carry on its business as presently
               conducted and is duly qualified to do business and is in good
               standing as a foreign corporation in each jurisdiction where the
               ownership or operation of its properties or conduct of its
               business requires such qualification except where the lack of
               such qualification would not have a Company Material Adverse
               Effect. The Company has made available to Parent a complete and
               correct copy of the Company's and each of its Subsidiaries'
               certificates of incorporation and bylaws, each as amended to
               date. The Company's and its Subsidiaries' certificates of
               incorporation and bylaws so delivered are in full force and
               effect.

          (b)  Capital Structure

               The authorized capital stock of the Company consists of
               10,000,000 Company Common Shares and 5,000,000 preferred shares,
               of which 2,323,944 Company Common Shares and no preferred shares
               are outstanding on the date hereof. All of the outstanding
               Company Common Shares have been duly authorized and are validly
               issued, fully paid and nonassessable. As of the date of this
               Agreement, the Company has no Company Common Shares reserved for
               issuance or subject to issuance. Each of the outstanding shares
               of capital stock or other equity interests of each of the
               Company's Subsidiaries is duly authorized, validly issued, fully
               paid and nonassessable and, except for directors' qualifying and
               nominee shares, owned by a direct or indirect wholly owned
               subsidiary of the Company, free and clear of any lien, pledge,
               security interest, claim or similar encumbrance. Except as set
               forth above, or in the Company Disclosure Letter or in the
               certificate of incorporation of the Company, there are no
               preemptive or other outstanding rights, options, warrants,
               conversion rights, stock appreciation rights, redemption rights,
               repurchase rights, agreements, arrangements or commitments to
               issue or sell any shares of capital stock or other securities of
               the Company or any of its Subsidiaries or any securities or
               obligations convertible or exchangeable into or exercisable for,
               or giving any Person a right to subscribe for or acquire, any
               securities of the Company or any of its Subsidiaries, and no
               securities or obligations evidencing such rights are authorized,
               issued or outstanding. The Company does not have outstanding any
               bonds, debentures, notes or other obligations the holders of
               which have the right to vote (or convertible into or exercisable
               for securities having the right to vote) with the stockholders of
               the Company on any matter ("Company Voting Debt").

          (c)  Corporate Authority; Approval and Fairness

               (i)  The Company has all requisite power and authority and has
                    taken all corporate action necessary in order to

                                      -10-
<PAGE>

                    execute, deliver and perform its obligations under this
                    Agreement and to consummate, subject only to approval of
                    this Agreement by a majority of the votes entitled to be
                    cast by holders of the Company Common Shares (the "Company
                    Requisite Vote") and the filing of the Merger Certificate
                    with the Delaware Secretary of State, the Merger. This
                    Agreement is a valid and binding agreement of the Company
                    enforceable against the Company in accordance with its
                    terms, except that such enforcement may be subject to (i)
                    bankruptcy, insolvency, reorganization, moratorium or other
                    similar laws affecting or relating to enforcement of
                    creditors' rights generally and (ii) general equitable
                    principles (the "Bankruptcy and Equity Exception"). Upon the
                    execution and delivery by the Company and certain holders of
                    Company Common Shares, as further set out in this Agreement,
                    of the Employment Agreements, Consulting Agreements and
                    Voting Agreements and each other agreement to be executed or
                    delivered by any or all of the Company and certain holders
                    of Company Common Shares at the Closing (collectively, the
                    "Company Closing Documents"), each of the Company Closing
                    Documents will constitute a valid and binding agreement of
                    the Company and the relevant holders of Company Common
                    Shares, enforceable against them in accordance with its
                    terms, and subject only to the Bankruptcy and Equity
                    Exception.

               (ii) The Board of Directors of the Company (A) has approved this
                    Agreement and the Merger and the other transactions
                    contemplated hereby and (B) has received the opinion of its
                    financial advisor, Phoenix Capital Corp., a subsidiary of
                    Laidlaw Global Services, Inc., to the effect that the Merger
                    Consideration to be received by the holders of the Company
                    Common Shares in the Merger is fair to such holders from a
                    financial point of view. It is agreed and understood that
                    such opinion is for the benefit of the Company's Board of
                    Directors and may not be relied on by Parent or Merger Sub.

          (d)  Governmental Filings; No Violations

               (i)  Other than the filings and/or notices (A) pursuant to
                    Section 2.3, (B) pursuant to the Exchange Act or (C)
                    required to be made with any Governmental Entity in any
                    jurisdiction outside the United States, including Ecuador
                    and listed in Section 5.1(d) of the Company Disclosure
                    Letter, no notices, reports or other filings are required to
                    be made by the Company with, nor are any consents,
                    registrations, approvals, permits or authorizations required

                                      -11-


<PAGE>

                    to be obtained by the Company from, any Governmental Entity
                    in connection with the execution and delivery of this
                    Agreement by the Company, the consummation by the Company of
                    the Merger and the other transactions contemplated hereby,
                    except those that the failure to make or obtain are not,
                    individually or in the aggregate, reasonably likely to have
                    a Company Material Adverse Effect or prevent, materially
                    delay or materially impair the ability of the Company to
                    consummate the Merger or the other transactions contemplated
                    by this Agreement.

               (ii) The execution, delivery and performance of this Agreement
                    and the other Company Closing Documents by the Company and
                    certain holders of Company Common Shares do not, and the
                    consummation by the Company of the Merger and the other
                    transactions contemplated hereby will not, constitute or
                    result in (A) a breach or violation of, or a default under,
                    the certificate of incorporation or bylaws of the Company or
                    the comparable governing instruments of any of its
                    Subsidiaries, or (B) a breach or violation of, a default
                    under, the acceleration or alteration of any obligations of
                    or the creation of a lien, pledge, security interest, claim
                    or similar encumbrance on the assets of the Company or any
                    of its Subsidiaries (with or without notice, lapse of time
                    or both) pursuant to, any agreement, lease, sublease,
                    contract, note, mortgage, indenture, arrangement or other
                    obligation not otherwise terminable by the other party
                    thereto on 90 days' or less notice ("Contract") binding upon
                    the Company or any of its Subsidiaries or any Law or
                    governmental or non-governmental permit or license to which
                    the Company or any of its Subsidiaries is subject, except,
                    in the case of clause (B) above, for any breach, violation,
                    default, acceleration, creation or change that, individually
                    or in the aggregate, is not reasonably likely to have a
                    Company Material Adverse Effect or that would prevent,
                    materially delay or materially impair the ability of the
                    Company to consummate the Merger or the other transactions
                    contemplated by this Agreement.

          (e)  Company Contracts

               Section 5.1(e) of the Company Disclosure Letter lists any
               Contracts the performance of which involves consideration in
               excess of $100,000, other than distribution, purchase or supply
               agreements entered into in the ordinary course of business,
               consistent with past practice (collectively, "Company
               Contracts"). The Company has made available to Parent a correct
               and complete copy of each written Contract listed in Section
               5.1(e) of

                                      -12-
<PAGE>

               the Company Disclosure Letter. To the Knowledge of the Company,
               each Contract listed in Section 5.1(e) of the Company Disclosure
               Letter is a valid and binding agreement and is in full force and
               effect. For greater certainty, Company Contracts with Marubeni
               Canada Ltd. and Lantor BV (the "Marubeni and Lantor Contracts")
               are valid and binding agreements and in full force and effect.


          (f)  Company Reports; Financial Statements

               (i)  The Company has delivered to Parent each registration
                    statement, report, proxy statement or information statement
                    prepared by it since December 31, 2001, including (A) the
                    Company's Annual Report on Form 10?K for the year ended
                    December 31, 2001, and (B) the Company's Quarterly Reports
                    on Form 10?Q for the periods ended March 31, June 30 and
                    September 30, 2002, each in the form (including exhibits,
                    annexes and any amendments thereto) filed with the SEC
                    (collectively, including any such reports filed subsequent
                    to the date hereof and as amended, the "Company Reports").
                    As of their respective dates, (or, if amended, as of the
                    date of such amendment) the Company Reports did not, and any
                    Company Reports filed with the SEC subsequent to the date
                    hereof will not, contain any untrue statement of a material
                    fact or omit to state a material fact required to be stated
                    therein or necessary to make the statements made therein, in
                    light of the circumstances in which they were made, not
                    misleading. Each of the consolidated balance sheets included
                    in or incorporated by reference into the Company Reports
                    (including the related notes and schedules) fairly presents,
                    or will fairly present, in all material respects the
                    consolidated financial position of the Company and its
                    subsidiaries as of its date and each of the consolidated
                    statements of operations and consolidated statements of
                    stockholder's equity and cash flows included in or
                    incorporated by reference into the Company Reports
                    (including any related notes and schedules) fairly presents,
                    or will fairly present, in all material respects the
                    financial position, the results of operations and cash
                    flows, as the case may be, of the Company and its
                    subsidiaries for the periods set forth therein (subject, in
                    the case of unaudited statements, to notes and normal
                    year-end audit adjustments that will not be material in
                    amount or effect), in each case in accordance with GAAP
                    consistently applied during the periods involved, except as
                    may be noted therein.


                                      -13-


<PAGE>


               (ii) Section 5.1(f) of the Company Disclosure Letter sets forth
                    (i) the outstanding amount of long term indebtedness of the
                    Company as of September 30, 2002, and (ii) a list of the
                    Contracts containing the terms of such indebtedness.

          (g)  Absence of Certain Changes

               Except as set forth in Section 5.1(g) of the Company Disclosure
               letter and actions contemplated by this Agreement (including the
               Shrimp Business Divestiture) and except as reflected, reserved or
               otherwise disclosed in the financial statements included in or
               incorporated by reference in the Company Reports, since the Audit
               Date, the Company and its Subsidiaries have conducted their
               respective businesses only in, and have not engaged in any
               material transaction other than according to, the ordinary and
               usual course of such businesses and there has not been (i) any
               change in the financial condition, business or results of
               operations of the Company and its Subsidiaries that, individually
               or in the aggregate, has had or is reasonably likely to have a
               Company Material Adverse Effect; (ii) any declaration, setting
               aside or payment of any dividend or other distribution (whether
               in cash, stock or property) with respect to any of the Company's
               capital stock, (iii) any split, dividend, combination,
               recapitalization or similar transaction with respect to any of
               the Company's capital stock or any issuance or the authorization
               of any issuance of any other securities in respect of, in lieu of
               or in substitution for shares of the Company's capital stock,
               except for issuances of Company Shares upon the exercise of
               Options awarded prior to the date hereof in accordance with their
               terms, (iv) any granting by the Company or any of its
               Subsidiaries to any Employee of any increase in compensation,
               bonus or other benefits (including the right to accelerated
               vesting with respect to any option or restricted share award or
               any other change in control related benefit or compensation),
               except for normal increases in the ordinary course of business
               and in accordance with past practice or as was required under any
               employment agreements in effect as of December 31, 2001, (v) any
               granting by the Company or any of its Subsidiaries to any
               Employee of any increase in severance or termination pay, except
               in the ordinary course of business and consistent with past
               practice, (vi) any entry by the Company or any of its
               Subsidiaries into, or any amendments of, any Company Compensation
               and Benefit Plan, (vii) any tax election made or changed that
               would be material to the Company or any of its tax attributes or
               any settlement or compromise of any material tax audit or (viii)
               any change by the Company in any of its material accounting
               principles, practices or methods, other than any such changes
               made as a result of any change in GAAP.

          (h)  (Litigation and Liabilities



                                      -14-

<PAGE>

               Except as reflected, reserved or otherwise disclosed in the
               financial statements included in or incorporated by reference in
               the Company Reports, there are no (i) claims of any nature by any
               Person, including any Governmental Entity, pending or, to the
               Knowledge of the Company, threatened against the Company or any
               of its Subsidiaries or (ii) Obligations relating to the Company
               and its Subsidiaries which would be required to be reflected,
               reserved or otherwise disclosed in the consolidated financial
               statements of the Company under applicable accounting principles
               if occurring on a date covered by such financial statements,
               including those relating to matters involving any Environmental
               Law, of the Company or any of its Subsidiaries, except for such
               claims or obligations that could have been incurred in accordance
               with Section 6.1(b) had the provisions of such Section been
               applicable at such time or as are not, individually or in the
               aggregate, reasonably likely to have a Company Material Adverse
               Effect.

          (i)  Employee Benefits

               (i)  A copy of each bonus, deferred compensation, pension,
                    retirement, profit-sharing, thrift, savings, employee stock
                    ownership, stock bonus, stock purchase, restricted stock,
                    deferred stock, stock option, employment, termination,
                    severance, compensation, medical, health or other plan,
                    agreement, policy or arrangement that covers current or
                    former employees of the Company and its Subsidiaries (the
                    "Employees") and current or former directors of the Company
                    (the "Compensation and Benefit Plans") and any trust
                    agreement or insurance contract forming a part of such
                    material Compensation and Benefit Plans has been made
                    available to Parent prior to the date hereof other than
                    Compensation and Benefit Plans that are not material. The
                    material Compensation and Benefit Plans are listed in
                    Section 5.1(i) of the Company Disclosure Letter.

               (ii) (All Compensation and Benefit Plans covering Employees
                    ("Plans") to the extent subject to ERISA, are in substantial
                    compliance with ERISA. Each Plan that is a Pension Plan has
                    received a favorable determination letter from the IRS or
                    the Company has taken other appropriate action to ensure
                    that such Plan will not lose its qualification under Section
                    401(a) of the Code, and the Company is not aware of any
                    circumstances likely to result in revocation of any such
                    favorable determination letter or the loss of such
                    qualification. As of the date hereof, there is no pending
                    or, to the Knowledge of the Company, threatened material
                    litigation relating to the Compensation and Benefit Plans.


                                      -15-

<PAGE>

                    Neither the Company nor any of its Subsidiaries has engaged
                    in a transaction with respect to any Compensation and
                    Benefit Plan that, assuming the taxable period of such
                    transaction expired as of the date hereof, would subject the
                    Company or any of its Subsidiaries to a material tax or
                    penalty imposed by either Section 4975 of the Code or
                    Section 502 of ERISA.

               (iii) As of the date hereof, no liability under Subtitle C or D
                    of Title IV of ERISA has been or is expected to be incurred
                    by the Company or any Subsidiary with respect to any
                    ongoing, frozen or terminated "single-employer plan", within
                    the meaning of Section 4001(a)(15) of ERISA, currently or
                    formerly maintained by any of them, or the single-employer
                    plan of any entity which is considered one employer with the
                    Company under Section 4001 of ERISA or Section 414 of the
                    Code (an "ERISA Affiliate"). The Company and its
                    Subsidiaries have not incurred and do not expect to incur
                    any withdrawal liability with respect to a multiemployer
                    plan under Subtitle E to Title IV of ERISA. No notice of a
                    "reportable event", within the meaning of Section 4043 of
                    ERISA for which the 30-day reporting requirement has not
                    been waived, has been required to be filed for any Pension
                    Plan or by any ERISA Affiliate within the 12-month period
                    ending on the date hereof.

               (iv) All contributions required to be made under the terms of any
                    Compensation and Benefit Plan as of the date hereof have
                    been timely made or have been reflected on the most recent
                    consolidated balance sheet filed or incorporated by
                    reference in the Company Reports prior to the date hereof.
                    Neither any Pension Plan nor any single-employer plan of an
                    ERISA Affiliate has an "accumulated funding deficiency"
                    (whether or not waived) within the meaning of Section 412 of
                    the Code or Section 302 of ERISA.

               (v)  Neither the Company nor its Subsidiaries have (a) any
                    defined benefit plans or (b) any obligations for retiree
                    health and life benefits under any Compensation and Benefit
                    Plan.

               (vi) The consummation of the Merger and the other transactions
                    contemplated by this Agreement will not (x) entitle any
                    employees of the Company or its Subsidiaries to severance
                    pay, (y) accelerate the time of payment or vesting or
                    trigger any payment of compensation or benefits under,
                    increase the amount payable or trigger any other material
                    obligation pursuant to, any of the Compensation and Benefit
                    Plans or (z) result in any breach or violation of,


                                      -16-

<PAGE>

                    or a default under, any of the Compensation and Benefit
                    Plans.

               (vii) All employee benefit plans maintained outside of the United
                    States comply in all respects with applicable local law
                    except for such failures to comply as would not,
                    individually or in the aggregate, result in a Company
                    Material Adverse Effect.

          (j)  Compliance with Laws; Permits

               The businesses of each of the Company and its Subsidiaries have
               not been, and are not being, conducted in violation of any
               federal, state, local or foreign law, statute, ordinance, rule,
               regulation, judgment, order, injunction, decree, arbitration
               award, agency requirement, license or permit of any Governmental
               Entity (collectively, "Laws"), except for violations that,
               individually or in the aggregate, are not reasonably likely to
               have a Company Material Adverse Effect.

          (k)  Takeover Statutes

               No "fair price", "moratorium", "control share acquisition" or
               other similar antitakeover statute or regulation (including,
               without limitation, Section 203 of the DGCL) (each, a "Takeover
               Statute") is, or at the Merger Effective Time will be, applicable
               to the Company, the Company Common Shares, the Merger or the
               other transactions contemplated by this Agreement. Assuming the
               accuracy of Parent's representations and warranties contained in
               Section 5.2(d) (Ownership of Shares), the Board of Directors of
               the Company has taken all action so that Parent will not be
               prohibited from entering into a "business combination" with the
               Company as an "interested stockholder" (in each case as such term
               is used in Section 203 of the DGCL) as a result of the execution
               of this Agreement or the consummation of the Merger.

          (l)  Environmental Matters

               Except as disclosed in section 5.1(l) of the Company Disclosure
               Letter or the Company Reports filed with the SEC prior to the
               date hereof and except for such matters that, alone or in the
               aggregate, are not reasonably likely to have a Company Material
               Adverse Effect, (i) the Company and its subsidiaries have
               complied with all applicable Environmental Laws; (ii) the
               properties presently or formerly owned or operated by the Company
               or its subsidiaries (including, without limitation, soil,
               groundwater or surface water on, under or adjacent to the
               properties, and buildings thereon) do not contain any Hazardous
               Substance other than as permitted under applicable Environmental
               Law, do not, and have not, contained any underground storage
               tanks, do not have any



                                      -17-
<PAGE>

               asbestos present (and have not had any asbestos removed
               therefrom) and have not been used as a sanitary landfill or
               hazardous waste disposal site (provided, however, that with
               respect to such properties formerly owned or operated by the
               Company, such representation is limited to the period prior to
               the disposition of such Properties by the Company or one of its
               subsidiaries); (iii) neither the Company nor any of its
               subsidiaries has received any notices, demand letters or request
               for information from any Governmental Entity or any third party
               that the Company may be in violation of, or liable under, any
               Environmental Law and none of the Company, its subsidiaries or
               the Properties are subject to any court order, administrative
               order or decree arising under any Environmental Law and (iv) no
               Hazardous Substance has been disposed of, transferred, released
               or transported from any of the Properties during the time such
               Property was owned or operated by the Company or one of its
               subsidiaries, other than as permitted under applicable
               Environmental Law.

          (m)  Taxes

               The Company and each of its Subsidiaries (i) have prepared in
               good faith and duly and timely filed (taking into account any
               extension of time within which to file) all Tax Returns required
               to be filed by any of them; (ii) have paid all Taxes that are
               shown as due on such filed Tax Returns, except with respect to
               matters contested in good faith; and (iii) have not waived any
               statute of limitations with respect to Taxes or agreed to any
               extension of time with respect to a Tax assessment or deficiency.
               As of the date hereof, there are not pending or, to the Knowledge
               of the Company, threatened in writing, any audits, examinations,
               investigations or other proceedings in respect of Taxes or Tax
               matters.

          (n)  Labor Matters

               Except as set forth in Section 5.1 (n) of the Company Disclosure
               Letter, as of the date hereof, neither the Company nor any of its
               Subsidiaries is the subject of any material proceeding asserting
               that the Company or any of its Subsidiaries has committed an
               unfair labor practice or is seeking to compel it to bargain with
               any labor union or labor organization nor is there pending or, to
               the knowledge of the Company, threatened, nor has there been for
               the past five years, any labor strike, dispute, walk-out, work
               stoppage, slow-down or lockout involving the Company or any of
               its Subsidiaries.

          (o)  Insurance

                                      -18-
<PAGE>

               All material fire and casualty, general liability, business
               interruption, product liability, and sprinkler and water damage
               insurance policies maintained by the Company or any of its
               Subsidiaries are in full force and effect, except for any such
               failures to maintain insurance policies that, individually or in
               the aggregate, are not reasonably likely to have a Company
               Material Adverse Effect.

          (p)  Intellectual Property

               (i)  The Company and/or each of its Subsidiaries owns, or is
                    licensed or otherwise possesses rights to use all patents,
                    trademarks, trade names, service marks, copyrights, and any
                    applications therefor, technology, know-how, computer
                    software programs or applications, and tangible or
                    intangible proprietary information or materials that are
                    used in the business of the Company and its Subsidiaries as
                    currently conducted, except for any such failures to own, be
                    licensed or possess as are not reasonably likely,
                    individually or in the aggregate, to have a Company Material
                    Adverse Effect, and to the Knowledge of the Company, all
                    material patents, trademarks, trade names, service marks and
                    copyrights used in the business of the Company and its
                    Subsidiaries as currently conducted are valid and
                    subsisting.

               (ii) Except for such matters not reasonably likely to have a
                    Company Material Adverse Effect: (A) neither the Company nor
                    any of its Subsidiaries is, nor will it be as a result of
                    the execution and delivery of this Agreement or the
                    performance of its obligations hereunder, in violation of
                    any licenses, sublicenses and other agreements used in the
                    business of the Company and its Subsidiaries as currently
                    conducted as to which it is a party and pursuant to which it
                    is authorized to use any third-party patents, trademarks,
                    service marks, copyrights, trade secrets or computer
                    software (collectively, "Third-Party Intellectual Property
                    Rights"), and particularly, without limiting the generality
                    of the foregoing, in violation of any Third-Party
                    Intellectual Property Rights under the Marubeni and Lantor
                    Contracts; (B) no claims with respect to (I) the patents,
                    registered and material unregistered trademarks and service
                    marks, registered copyrights, trade names, and any
                    applications therefor, trade secrets or computer software
                    owned by the Company or any of its Subsidiaries and used in
                    the business of the Company and its Subsidiaries as
                    currently conducted (collectively, the "Company Intellectual
                    Property Rights"); or (II) Third-Party Intellectual Property
                    Rights used in the business of the


                                      -19-

<PAGE>

                    Company and its Subsidiaries as currently conducted are
                    currently pending or, to the Knowledge of the Company, are
                    threatened by any Person; and (C) to the Knowledge of the
                    Company, there is no unauthorized use, infringement or
                    misappropriation of any of the Company Intellectual Property
                    Rights used in the business of the Company and its
                    Subsidiaries as currently conducted by any third party.

          (q)  Brokers and Finders

               Neither the Company nor any of its subsidiaries has employed any
               broker or finder or incurred any liability for any brokerage
               fees, commissions or finders fees in connection with Merger, or
               the transactions contemplated by this Agreement, except that the
               Company has employed Elliot Stein Jr. in relation to this
               transaction, the arrangements with whom have been disclosed in
               writing to Parent prior to the date hereof.

          (r)  Vote Required

               The Company Requisite Vote is the only vote of the holders of any
               class or series of the Company capital stock necessary to adopt
               this Agreement and approve the transactions contemplated hereby.

     5.2  Representations and Warranties of Parent and Merger Sub

Parent and Merger Sub hereby represent and warrant to the Company that:

          (a)  Organization, Good Standing and Qualification

               (i)  Each of Parent and Merger Sub is a corporation duly
                    organized, validly existing and in good standing under the
                    laws of its respective jurisdiction of organization and has
                    all requisite corporate or similar power and authority to
                    own and operate its properties and assets and to carry on
                    its business as presently conducted and is qualified to do
                    business and is in good standing as a foreign corporation in
                    each jurisdiction where the ownership or operation of its
                    properties or conduct of its business requires such
                    qualification, except where the failure to be so qualified
                    or in such good standing, when taken together with all other
                    such failures, is not reasonably likely to prevent or impair
                    the ability of Parent, or Merger Sub to consummate the
                    Merger or affect the validity of the Merger.

               (ii) The Merger Sub was formed solely for the purpose of engaging
                    in the transactions contemplated hereby and has not carried
                    on any activities to date other than those

                                      -20-


<PAGE>

                    incident to its formation and the consummation of this
                    Agreement.

          (b)  Corporate Authority

               No vote of the holders of the capital stock of Parent is
               necessary to approve this Agreement, the Merger or the other
               transactions contemplated hereby. Parent and Merger Sub each has
               the requisite corporate power and authority and has taken all
               corporate action necessary in order to execute and deliver this
               Agreement and to consummate the Merger and the other transactions
               contemplated hereby. This Agreement has been duly adopted by the
               sole stockholder of Merger Sub, in accordance with applicable law
               and the applicable certificate of incorporation and bylaws of
               such corporation. This Agreement is a valid and binding agreement
               of Parent and Merger Sub enforceable against each of them in
               accordance with its terms, subject to the Bankruptcy and Equity
               Exception.

          (c)  Governmental Filings; No Violations

               (i)  Other than the filings and/or notices (A) pursuant to
                    Section 2.3, (B) pursuant to the Exchange Act, (C) pursuant
                    to any Environmental Laws, and (D) required to be made with
                    any Governmental Entity in any jurisdiction outside the
                    United States, no notices, reports or other filings are
                    required to be made by Parent or Merger Sub with, nor are
                    any consents, registrations, approvals, permits or
                    authorizations required to be obtained by Parent or Merger
                    Sub from, any Governmental Entity, in connection with the
                    execution and delivery of this Agreement by Parent or Merger
                    Sub and the consummation by Parent and Merger Sub of the
                    Merger and the other transactions contemplated hereby,
                    except those that the failure to make or obtain are not,
                    individually or in the aggregate, reasonably likely to
                    prevent, materially delay or impair the ability of Parent or
                    Merger Sub to consummate the Merger or the other
                    transactions contemplated by this Agreement.

               (ii) The execution, delivery and performance of this Agreement by
                    Parent and Merger Sub do not, and the consummation by Parent
                    and Merger Sub of the Merger and the other transactions
                    contemplated hereby will not, constitute or result in (A) a
                    breach or violation of, or a default under, the certificate
                    of incorporation or bylaws of Parent or the comparable
                    governing instruments of any of its Subsidiaries, or (B) a
                    breach or violation of, or a default under, the acceleration
                    of any obligations or the creation of a lien, pledge,
                    security interest or other encumbrance on

                                      -21-
<PAGE>

                    the assets of Parent or any of its Subsidiaries (with or
                    without notice, lapse of time or both) pursuant to, any
                    Contracts binding upon Parent or any of its Subsidiaries or
                    any Law or governmental or non-governmental permit or
                    license to which Parent or any of its Subsidiaries is
                    subject, except, in the case of clause (B) above, for
                    breach, violation, default, acceleration, creation or change
                    that, individually or in the aggregate, is not reasonably
                    likely to prevent, materially delay or impair the ability of
                    Parent or Merger Sub to consummate the Merger or the other
                    transactions contemplated by this Agreement.




          (d)  Ownership of Shares

Neither Parent nor any of its Subsidiaries beneficially owns or is the
beneficial Owner of any Company Common Shares.

          (e)  Funds

Parent has, as of the date of this Agreement, and will have, as of and following
the Closing, all funds necessary to consummate the Merger and the other
transactions contemplated by this Agreement.

6.   Covenants

     6.1  Interim Operations

          (a)  The Company covenants and agrees as to itself and its
               Subsidiaries that, after the date hereof and prior to the Merger
               Effective Time (unless Parent shall otherwise approve in writing,
               which approval shall not be unreasonably withheld or delayed),
               and except as otherwise contemplated by this Agreement (including
               the Shrimp Business Divestiture) or the Company Disclosure
               Letter:

               (i)  it shall operate the business of it and its Subsidiaries
                    only in the ordinary course of business, consistent with
                    past practice, and, to the extent consistent with such
                    operation, use its best efforts to: (A) preserve the present
                    business organization intact; and (B) preserve all
                    beneficial business relationships with all customers,
                    suppliers, employees and others having business dealings
                    with the business of it and its Subsidiaries;

               (ii) it shall maintain (A) the material assets of the Company in
                    such condition and repair consistent with past practice, and
                    (B) insurance upon all of the material assets of the Company
                    and with respect to the conduct of the business of the
                    Company in full force and effect, comparable in



                                      -22-

<PAGE>

                    amount, scope, and coverage to that in effect on the date of
                    this Agreement;

               (iii) it shall not (A) issue, sell, pledge, dispose of or
                    encumber any capital stock owned by it in any of its
                    Subsidiaries; (B) amend its certificate of incorporation or
                    bylaws; (C) split, combine or reclassify its outstanding
                    shares of capital stock; (D) declare, set aside or pay any
                    dividend payable in cash, stock or property in respect of
                    any capital stock other than dividends from its direct or
                    indirect wholly owned Subsidiaries; or (E) repurchase,
                    redeem or otherwise acquire, or permit any of its
                    Subsidiaries to purchase or otherwise acquire, any shares of
                    its capital stock or any securities convertible into or
                    exchangeable or exercisable for any shares of its capital
                    stock;

               (iv) neither it nor any of its Subsidiaries shall (A) issue,
                    sell, pledge, dispose of or encumber any shares of, or
                    securities convertible into or exchangeable or exercisable
                    for, or options, warrants, calls, commitments or rights of
                    any kind to acquire, any shares of its capital stock of any
                    class or any Company Voting Debt; (B) grant or sell any
                    option or right to purchase the assets of the Company,
                    except regarding non-material assets in the ordinary course
                    of business, consistent with past practice; or (C) subject
                    any of the assets of the Company to any further material
                    lien, charge, mortgage, pledge, security interest or similar
                    encumbrance (each, an "Encumbrance"), other than (i) as
                    reflected, reserved or otherwise disclosed in the financial
                    statements included in or incorporated by reference in the
                    Company Reports and (ii) in the ordinary course of business,
                    consistent with past practice;

               (v)  neither it nor any of its Subsidiaries shall terminate,
                    establish, adopt, enter into, make any new grants or awards
                    under, amend or otherwise modify, any Compensation and
                    Benefit Plans or pay or promise to pay, any bonus,
                    profit-sharing or special compensation to the Employees or
                    make any increase in the compensation payable or to become
                    payable to any of such employees, except (i) for changes
                    that are required by applicable law, (ii) to satisfy
                    obligations under the terms of any agreement or plan in
                    effect as of the date hereof, (iii) for increases in
                    compensation that are made in the ordinary course of
                    business consistent with past practice (which shall include
                    normal periodic performance reviews and related compensation
                    and benefit increases) and (iv) for employment arrangements
                    for or grants of awards to,


                                      -23-


<PAGE>

                    newly hired employees in the ordinary course of business
                    consistent with past practice;

               (vi) except in the ordinary course of business consistent with
                    past practice, neither it nor any of its Subsidiaries shall
                    enter into or terminate any Company Contract, or make any
                    change in any of its Company Contracts;

               (vii) neither it nor any of its Subsidiaries shall make any tax
                    election or permit any insurance policy naming it as a
                    beneficiary or loss-payable payee to be canceled or
                    terminated without prior notice to Parent, except in the
                    ordinary and usual course of business;

               (viii) neither it nor any of its Subsidiaries shall settle or
                    compromise any material claims or litigation or, except in
                    the ordinary and usual course of business, waive, release or
                    assign any material rights or claims; and

               (ix) neither it nor any of its Subsidiaries shall authorize or
                    enter into an agreement to do any of the foregoing.

          (b)  The provisions of this Section 6.1 notwithstanding, nothing in
               this Agreement shall be construed or interpreted to prevent the
               Company or any Subsidiary from (i) making, accepting or settling
               intercompany advances to, from or with one another; (ii) causing
               any Subsidiary to pay or distribute to the Company all cash,
               money market instruments, bank deposits, certificates of deposit,
               other cash equivalents, marketable securities and other
               investment securities then owned or held by such Subsidiary; or
               (iii) engaging in any other transaction incident to the normal
               cash management procedures of the Company and its Subsidiaries,
               including, without limitation, short-term investments in bank
               deposits, money market instruments, time deposits, certificates
               of deposit and bankers' acceptances and borrowings for working
               capital purposes and purposes of providing additional funds to
               Subsidiaries made, in each case, in the ordinary course of
               business, consistent with past practice.

     6.2  Acquisition Proposals

The Company agrees that neither it nor any Subsidiary of the Company nor any of
their respective officers or directors shall, and that it shall direct and use
its best efforts to cause its and such Subsidiaries' employees, agents and
representatives (including any investment banker, attorney or accountant
retained by them or any of the Company's Subsidiaries) not to, directly or
indirectly, (i) initiate, solicit, encourage or otherwise facilitate any
inquiries or the making of any proposal or offer with respect to a merger,
reorganization, share exchange, consolidation, purchase, or similar transaction
involving more than 5% of the consolidated assets or any outstanding equity
securities of the


                                      -24-

<PAGE>

Company (any such proposal or offer being hereinafter referred to as an
"Acquisition Proposal") or (ii) engage in any negotiations concerning, or
provide any confidential information or data to, or have any discussions with,
any Person relating to an Acquisition Proposal, or otherwise facilitate any
effort or attempt to make or implement an Acquisition Proposal; provided,
however, that nothing contained in this Agreement shall prevent the Company, its
directors, officers, agents or other representatives from (A) complying with its
disclosure obligations under federal or state law; (B) providing information in
response to a request therefor by a Person who has made an unsolicited bona fide
written Acquisition Proposal if the Board of Directors receives from the Person
so requesting such information an executed confidentiality agreement; (C)
engaging in any negotiations or discussions with any Person who has made an
unsolicited bona fide written Acquisition Proposal; or (D) recommending such an
Acquisition Proposal to the stockholders of the Company, if and only to the
extent that, (i) in each such case referred to in clause (C) or (D) above, the
Board of Directors of the Company determines in good faith (after consultation
with outside legal counsel) that failure to take such action would, in the
absence of the foregoing proscriptions, be inconsistent with the fiduciary
duties of the directors under applicable law and (ii) in the case referred to in
clause (D) above, the Board of Directors of the Company determines in good faith
(after consultation with its financial advisor) that such Acquisition Proposal,
if consummated, would result in a transaction more favorable to the Company's
stockholders from a financial point of view than the transaction contemplated by
this Agreement (being a cash offer superior to the transaction contemplated by
this Agreement by no less than 15% of the aggregate Merger Consideration) (such
more favorable Acquisition Proposal being referred to in this Agreement as a
"Superior Proposal"). The Company agrees that it will immediately cease and
cause to be terminated any existing activities, discussions or negotiations with
any parties conducted heretofore with respect to any Acquisition Proposals. The
Company agrees that it will notify Parent immediately if any such inquiries,
proposals or offers are received by, any such information is requested from, or
any such discussions or negotiations are sought to be initiated or continued
with, any of its representatives.

     6.3  Stockholder Approvals

Subject to fiduciary obligations under applicable law, the Board of Directors of
the Company shall recommend approval of the transactions contemplated by this
Agreement to the holders of Company Common Shares and will take, in accordance
with applicable law and its certificate of incorporation and bylaws, all actions
necessary to obtain the Company Requisite Vote ("Stockholder Approval") as
promptly as practicable.

     6.4  Stockholder Meeting and Proxy Statement

          (a)  The Company will take, consistent with applicable law and its
               certificate of incorporation and by-Laws, all action necessary to
               convene a meeting of holders of Company Common Shares as promptly
               as practicable to consider and vote upon the approval of this
               Agreement and the Merger. Subject to fiduciary requirements of
               applicable law, the Board of Directors of the Company shall
               recommend such approval and the Company shall take all lawful
               action to solicit such approval. The Company will cause its proxy



                                      -25-

<PAGE>

               or information statement with respect to such meeting of
               shareholders (the "Proxy Statement") to comply with the
               applicable requirements of the Exchange Act including, without
               limitation, Sections 14(a) and 14(d) thereof and the regulations
               of the Nasdaq Stock Market and, at the date thereof and at the
               date of such meeting, will not include an untrue statement of a
               material fact or omit to state a material fact required to be
               stated therein or necessary to make the statements therein, in
               light of the circumstances under which they were made, not
               misleading; provided, however, that the foregoing shall not apply
               to the extent that any such untrue statement of a material fact
               or omission to state a material fact was made by the Company in
               reliance upon and in conformity with written information
               concerning Parent furnished to the Company by Parent specifically
               for use in the Proxy Statement. The Proxy Statement shall not be
               filed, and no amendment or supplement to the Proxy Statement will
               be made by the Company, without prior consultation with Parent
               and its counsel.

          (b)  Any information provided by Parent or Merger Sub in writing
               expressly for use in any document to be filed with any
               Governmental Entity in connection with the Merger and the
               transactions contemplated hereby or supplied in writing by Parent
               or Merger Sub specifically for inclusion in the Proxy will be
               true and correct in all material respects.

     6.5  Filings; Other Actions; Notification

          (a)  The Company and Parent shall cooperate with each other and shall
               use (and shall cause their respective Subsidiaries to use) their
               respective best efforts to take or cause to be taken all actions,
               and do or cause to be done all things, necessary, proper or
               advisable on its part under this Agreement and applicable Laws to
               consummate and make effective the Merger as promptly as
               practicable, including preparing and filing as promptly as
               practicable all documentation to effect all necessary notices,
               reports and other filings and to obtain as promptly as
               practicable all consents, registrations, approvals, permits and
               authorizations necessary or advisable to be obtained from any
               third party and/or any Governmental Entity in order to consummate
               the Merger. Subject to applicable Laws and the terms of any
               relevant agreements with third parties relating to the exchange
               of information, Parent and the Company shall have the right to
               review in advance, and to the extent practicable each will
               consult the other on, all the information relating to Parent or
               the Company, as the case may be, and any of their respective
               Subsidiaries, that appear in any filing made with, or written
               materials submitted to, any third party and/or any Governmental
               Entity in connection with the Merger. In exercising the foregoing
               right, each of the


                                      -26-
<PAGE>

               Company and Parent shall act reasonably and as promptly as
               practicable.

          (b)  The Company and Parent each shall, upon request by the other,
               furnish the other with all information concerning itself, its
               Subsidiaries, directors, officers and stockholders and such other
               matters as may be reasonably necessary or advisable in connection
               with the Proxy Statement, or any other statement, filing, notice
               or application made by or on behalf of Parent, the Company or any
               of their respective Subsidiaries to any third party and/or any
               Governmental Entity in connection with the Merger.

          (c)  The Company and Parent each shall keep the other apprised of the
               status of matters relating to completion of the transactions
               contemplated hereby, including promptly furnishing the other with
               copies of notice or other communications received by Parent or
               the Company, as the case may be, or any of its Subsidiaries, from
               any third party and/or any Governmental Entity with respect to
               the Merger; provided, however, that in respect of any
               communication to or from any Governmental Entities relating to
               the Merger, each Party shall afford the other Party with advance
               notice of, and a meaningful opportunity to participate in, any
               such communications, including, without limitation, a right to
               attend, with advisors present, any meetings (telephonic or in
               person) with such Governmental Entities.

          (d)  The Company shall give prompt notice to Parent of: (i) any notice
               of, or other communication relating to, any environmental matter,
               a default or event that, with notice or lapse of time or both,
               would become a default, received by the Company or any of its
               subsidiaries subsequent to the date of this Agreement and prior
               to the Merger Effective Time, under any Company Contract; and
               (ii) any Company Material Adverse Effect or the occurrence of any
               event which, so far as reasonably can be foreseen at the time of
               its occurrence, is reasonably likely to result in any such
               change.

          (e)  Without limiting the generality of the undertakings pursuant to
               this Section 6.5, the Company and Parent agree to take or cause
               to be taken the following actions: (i) provide promptly to any
               and all federal, state, local or foreign courts or Governmental
               Entities with jurisdiction over enforcement of any applicable
               antitrust laws (each, a "Government Antitrust Entity")
               information and documents requested by any Government Antitrust
               Entity or necessary, proper or advisable to permit consummation
               of the Merger; and (ii) take promptly, in the event that any
               permanent or preliminary injunction or other order is entered or
               becomes reasonably foreseeable to be entered in any proceeding
               that would make consummation of the Merger in accordance with the
               terms of this Agreement unlawful or that would prevent or delay
               consummation of the Merger, any and all commercially


                                      -27-

<PAGE>

               reasonable steps (including the appeal thereof or the posting of
               a bond) necessary to vacate, modify or suspend such injunction or
               order so as to permit such consummation on a schedule as close as
               possible to that contemplated by this Agreement.

     6.6  Access

Upon reasonable notice, and except as may otherwise be required by applicable
Law or the terms of any relevant agreements with third parties, the Company
shall (and the Company shall cause its Subsidiaries to) afford Parent's
officers, employees, counsel, accountants and other authorized representatives
("Representatives") reasonable access, during normal business hours throughout
the period prior to the Merger Effective Time, to its properties, books,
Contracts and records and, during such period, the Company shall (and shall
cause its Subsidiaries to) provide promptly to Parent all information concerning
its business, properties and personnel as Parent or its Representatives may
reasonably request, provided that no investigation pursuant to this Section
shall affect or be deemed to modify any representation or warranty made by the
Company. All requests for information made pursuant to this Section shall be
directed to an executive officer of the Company or such Person as may be
designated by any such officer.

     6.7  Stock Exchange De-listing

The Surviving Company shall use its best efforts to cause the Company Common
Shares to be de-listed from the NASDAQ Stock Market and de-registered under the
Exchange Act as soon as practicable following the Merger Effective Time.

     6.8  Publicity

The initial press releases concerning this Agreement and the Merger shall be
simultaneous press releases, approved in advance by the Company and Parent, and
thereafter the Company and Parent each shall consult with each other prior to
issuing any press releases or otherwise making public announcements with respect
to the Merger and the other transactions contemplated by this Agreement and
prior to making any filings with any third party and/or any Governmental Entity
(including any national securities exchange or interdealer quotation service)
with respect thereto, except as may be required by Laws or by obligations
pursuant to any listing agreement with or rules of any national securities
exchange or interdealer quotation service on which the securities of the Company
or Parent are listed or quoted.

     6.9  Expenses

The Surviving Company shall pay all charges and expenses, including those of the
Paying Agent in connection with the transactions contemplated in Section 4 and
any transfer taxes, conveyance taxes and sales taxes, if any, payable in
connection with the consummation of the Merger. Except as provided in Section
8.5(b), all costs, fees and expenses incurred in connection with the Merger,
this Agreement and the transactions contemplated by this Agreement shall be paid
by the party incurring such expense.



                                      -28-

<PAGE>

     6.10 Indemnification

          (a)  Parent and Surviving Company shall indemnify and hold harmless,
               to the fullest extent permitted under applicable law (and Parent
               and Surviving Company shall also advance expenses as incurred to
               the fullest extent permitted under applicable law provided the
               Person to whom expenses are advanced provides any undertaking
               required under applicable law to repay such advances if it is
               ultimately determined that such Person is not entitled to
               indemnification), each present and former director, officer, and
               employee of the Company, the Company's current Subsidiaries and
               those former Subsidiaries of the Company identified in Exhibit
               6.10(a) (subject, in the case of such former Subsidiaries, to the
               limitations set forth in such Exhibit) (collectively, the
               "Indemnified Parties") against any reasonable costs or expenses
               (including reasonable attorneys' fees), judgments, fines, losses,
               claims, damages or liabilities (collectively, "Costs") incurred
               in connection with any claim, action, suit, proceeding or
               investigation, whether civil, criminal, administrative or
               investigative, arising out of or pertaining to matters existing
               or occurring at or prior to the Merger Effective Time, including
               the Merger and the other transactions contemplated by this
               Agreement.

          (b)  The provisions of this Section are intended to be for the benefit
               of, and shall be enforceable by, each of the Indemnified Parties,
               their heirs and their representatives.

     6.11 Takeover Statute

If any Takeover Statute is or may become applicable to the Merger or the other
transactions contemplated by this Agreement, the Company and its Board of
Directors shall grant such approvals and take such actions as are necessary so
that such transactions may be consummated as promptly as practicable on the
terms contemplated by this Agreement or by the Merger and otherwise act to
eliminate or minimize the effects of such statute or regulation on such
transactions.

7.   Conditions

     7.1  Conditions to Each Party's Obligation to Effect the Merger

The respective obligation of each party to effect the Merger is subject to the
satisfaction or waiver at or prior to the Merger Effective Time of each of the
following conditions:

          (a)  Stockholder Approvals

               This Agreement shall have been duly adopted by holders of Company
               Common Shares constituting the Company Requisite Vote in
               accordance with applicable law and the certificate of
               incorporation and by-laws of the Company.


                                      -29-


<PAGE>

          (b)  Regulatory Consents

               Other than the filing of the Merger Certificate, all notices,
               reports and other filings required to be made prior to the Merger
               Effective Time by the Company or Parent or any of their
               respective Subsidiaries with, and all consents, registrations,
               approvals, permits and authorizations required to be obtained
               prior to the Merger Effective Time by the Company or Parent or
               any of their respective Subsidiaries from, any Governmental
               Entity (collectively, "Governmental Consents") in connection with
               the execution and delivery of this Agreement and the consummation
               of the Merger and the other transactions contemplated hereby by
               the Company, Parent and Merger Sub shall have been made or
               obtained (as the case may be), except those that the failure to
               make or to obtain are not, individually or in the aggregate,
               reasonably likely to have a Company Material Adverse Effect.

          (c)  No Orders

               No court or Governmental Entity of competent jurisdiction shall
               have enacted, issued, promulgated, enforced or entered any
               statute, law, ordinance, rule, regulation, judgment, decree,
               injunction or other order (whether temporary, preliminary or
               permanent) that is in effect and restrains, enjoins or otherwise
               prohibits consummation of the Merger (collectively, an "Order").

     7.2  Conditions to Obligations of Parent and Merger Sub

The obligations of Parent and Merger Sub to effect the Merger are also subject
to the satisfaction or waiver by Parent at or prior to the Merger Effective Time
of the following conditions:

          (a)  Representations and Warranties

               The representations and warranties of the Company set forth in
               this Agreement shall be true and correct as of the date of this
               Agreement and as of the Closing Date as though made on and as of
               such date and time (except to the extent any such representation
               and warranty expressly speaks as of an earlier date), and Parent
               shall have received a certificate signed on behalf of the Company
               by the Chairman of the Board and Chief Executive Officer of the
               Company to such effect.

          (b)  Confirmatory Due Diligence

               Parent shall have been afforded sufficient access to the
               business, personnel, assets, properties and documents of Company
               and its Subsidiaries to enable it to undertake a due diligence
               investigation of sufficient scope and duration to confirm the
               representations and warranties of the Company herein contained,
               and shall be satisfied with the results of such investigation.



                                      -30-

<PAGE>

          (c)  Dissents

               Dissenting Stockholders shall not have perfected their rights
               under Section 262 of the DGCL with respect to 5% or more of the
               aggregate outstanding shares of the Company Common Shares.

          (d)  Resignations

               Each director of the Company shall have submitted his or her
               unconditional and irrevocable resignation therefrom in a form
               satisfactory to Parent.

          (e)  Performance of Obligations of the Company

               The Company shall have performed in all material respects all
               obligations required to be performed by it under this Agreement
               at or prior to the Closing Date.

          (f)  Divestiture of Shrimp Business

               The Company shall complete the Shrimp Business Divestiture on the
               terms set forth in the Agreement therefor or otherwise on terms
               fully satisfactory to Parent.

          (g)  Additional Agreements

               (i)  Termination and non-compete agreements between the Company
                    and those employees set out in Exhibit 7.2(g)(i) hereto (the
                    "Termination and Non-Compete Agreements") shall have been
                    executed on terms satisfactory to Parent.

               (ii) Consulting agreements between the Company and those Persons
                    set out in Exhibit 7.2(g)(ii) (the "Consulting Agreements")
                    shall have been executed on terms satisfactory to Parent.

               (iii) Voting agreements between Parent and those persons listed
                    on Exhibit 7.2(g)(iii) shall remain in full force and
                    effect.

               (iv) Written consent of the other parties to change in control
                    under the contracts listed in section 7.2(g) (iv) of the
                    Company Disclosure Letter shall have been obtained on terms
                    satisfactory to Parent.


                                      -31-

<PAGE>

     7.3  Conditions to Obligation of the Company

The obligations of the Company to effect the Merger are also subject to the
satisfaction or waiver by the Company at or prior to the Merger Effective Time
of the following conditions:

          (a)  Representations and Warranties

               The representations and warranties of Parent and Merger Sub set
               forth in this Agreement shall be true and correct in all material
               respects as of the date of this Agreement and as of the date and
               time of delivery of the Closing Date as though made on and as of
               such date and time (except to the extent any such representation
               and warranty expressly speaks as of an earlier date), and the
               Company shall have received certificates signed on behalf of
               Parent by an officer of Parent, and by Merger Sub by Chief
               Executive Officer of Merger Sub to such effect.

          (b)  Performance of Obligations of Parent and Merger Sub

               Each of Parent and Merger Sub shall have performed in all
               material respects all material obligations required to be
               performed by them under this Agreement at or prior to the date
               and time of delivery of the Closing Date.

8.   Termination

     8.1  Termination by Mutual Consent

This Agreement may be terminated and the Merger may be abandoned at any time
prior to the Merger Effective Time, whether before or after the adoption of this
Agreement by holders of Company Common Shares referred to in Section 7.1(b), by
mutual written consent of the Company and Parent.

     8.2  Termination by Either Parent or the Company

This Agreement may be terminated and the Merger may be abandoned at any time
prior to the Merger Effective Time by action of the Board of Directors of either
Parent or the Company if (i) the Merger shall not have been consummated by
August 30, 2003 (the "Termination Date"), whether such date is before or after
the adoption of this Agreement by holders of Company Common Shares, (ii) the
Company shall not have obtained the Company Requisite Vote, or (iii) any Order
permanently restraining, enjoining or otherwise prohibiting consummation of the
Merger shall become final and non-appealable (whether before or after the
adoption of this Agreement by holders of Company Common Shares); provided,
however, that the right to terminate this Agreement pursuant to clause (i) above
shall not be available to any party that has breached in any material respect
its material obligations under this Agreement in any manner that shall have
contributed to the occurrence of the failure of the Merger to be consummated.


                                      -32-

<PAGE>

     8.3  Termination by the Company

This Agreement may be terminated and the Merger may be abandoned at any time
prior to the Merger Effective Time, whether before or after the adoption of this
Agreement by holders of Company Common Shares referred to in Section 7.1(b), by
action of the Board of Directors of the Company:

          (a)  if (i) the Board of Directors of the Company authorizes the
               Company, subject to complying with the terms of this Agreement,
               to enter into a binding written agreement concerning a
               transaction that constitutes a Superior Proposal and the Company
               notifies Parent in writing that it intends to enter into such an
               agreement, (ii) Parent does not make, within three business days
               of receipt (not counting the day of receipt) of the Company's
               written notification of its intention to enter into a binding
               agreement for a Superior Proposal, an offer that the Board of
               Directors of the Company determines, in good faith after
               consultation with its financial advisors, is at least as
               favorable, from a financial point of view, to the stockholders of
               the Company as the Superior Proposal and (iii) the Company upon
               such termination pays to Parent in immediately available funds
               any fees required to be paid pursuant to Section 8.5; or

          (b)  if there has been a material breach by Parent or Merger Sub of
               any representation, warranty, covenant or agreement contained in
               this Agreement that is not curable or, if curable, is not cured
               within 30 days after written notice of such breach is given by
               the Company to the party committing such breach, and as a result
               of any such breach or breaches either of the conditions set forth
               in Section 7.3(a) or (b) would not be satisfied at the Closing.

     8.4  Termination by Parent

This Agreement may be terminated and the Merger may be abandoned at any time
prior to the Merger Effective Time by Parent:

          (a)  if the Board of Directors of the Company shall have withdrawn or
               adversely modified its approval or recommendation of this
               Agreement or after an Acquisition Proposal has been made failed
               to reconfirm its recommendation of this Agreement within fifteen
               business days after a written request by Parent to do so.

          (b)  if there has been a breach by the Company of any representation,
               warranty, covenant or agreement contained in this Agreement that
               is not curable or, if curable, is not cured within 30 days after
               written notice of such breach is given by Parent to the party
               committing such breach, and as a result of any such breach or
               breaches either of the conditions set forth in Section 7.2(a) or
               (e) would not be satisfied at the Closing.


                                      -33-

<PAGE>

     8.5  Effect of Termination and Abandonment

          (a)  In the event of termination of this Agreement and the abandonment
               of the Merger pursuant to this Section 8, this Agreement (other
               than as set forth in Section 9.1) shall become void and of no
               effect with no liability on the part of any party hereto (or of
               any of its directors, officers, employees, agents, legal and
               financial advisors or other representatives).

          (b)  In the event that this Agreement is terminated (i) by the Company
               pursuant to Section 8.3(a) or (ii) by Parent pursuant to Section
               8.4(a) or (iii) by either party pursuant to Section 8.2(ii), then
               the Company shall promptly, but in no event later than two
               business days after the date of such termination or, if
               applicable, the event set forth in the proviso below, pay Parent
               a termination fee of $1.2 million by wire transfer of same day
               funds. The Company acknowledges that the agreements contained in
               this Section 8.5(b) are an integral part of the transactions
               contemplated by this Agreement, and that, without these
               agreements, Parent and Merger Sub would not enter into this
               Agreement; accordingly, if the Company fails to promptly pay the
               amount due pursuant to this Section 8.5(b), and, in order to
               obtain such payment, Parent or Merger Sub commences a suit which
               results in a judgment against the Company for the fee set forth
               in this paragraph (b), the Company shall pay to Parent or Merger
               Sub its reasonable costs and expenses (including reasonable
               attorneys' fees) in connection with such suit, together with
               interest on the amount of the fee at the prime lending rate of
               Citibank, N.A. in effect on the date such payment was required to
               be made.

9.   Miscellaneous and General

     9.1  Survival

This Section 9 and the agreements of the Company, Parent and Merger Sub
contained in Sections 6.7 (Stock Exchange De-listing), 6.9 (Expenses) and 6.10
(Indemnification) shall survive the consummation of the Merger. This Section 9
and the agreements of the Company, Parent and Merger Sub contained in Section
6.9 (Expenses) and Section 8.5 (Effect of Termination and Abandonment) shall
survive the termination of this Agreement. All other representations,
warranties, covenants and agreements in this Agreement shall not survive the
consummation of the Merger or the termination of this Agreement.

     9.2  Modification or Amendment

Subject to the provisions of the applicable law, at any time prior to the Merger
Effective Time, the parties hereto may modify or amend this Agreement, by
written agreement executed and delivered by duly authorized officers of Parent
and the Company.


                                      -34-

<PAGE>

     9.3  Waiver of Conditions

The conditions to each of the parties' obligations to consummate the Merger are
for the sole benefit of such party and may be waived by such party in whole or
in part to the extent permitted by applicable law.

     9.4  Counterparts

This Agreement may be executed in any number of counterparts, each such
counter-part being deemed to be an original instrument, and all such
counterparts shall together constitute the same agreement.

     9.5  Governing Law and Venue; Waiver of Jury Trial

          (a)  EXCEPT AS REQUIRED BY MANDATORY PROVISIONS OF THE DGCL, THIS
               AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL
               BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH
               THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT
               OF LAW PRINCIPLES THEREOF EXCEPT TO THE EXTENT THAT DELAWARE LAW
               IS REQUIRED TO BE APPLICABLE UNDER APPLICABLE CHOICE OF LAW
               PRINCIPLES. The parties hereby irrevocably submit to the
               jurisdiction of the courts of the State of New York and the
               Federal courts of the United States of America, in either case
               located in the County of New York, New York solely in respect of
               the interpretation and enforcement of the provisions of this
               Agreement and of the documents referred to in this Agreement, and
               in respect of the transactions contemplated hereby, and hereby
               waive, and agree not to assert, as a defense in any action, suit
               or proceeding for the interpretation or enforcement hereof or of
               any such document, that it is not subject thereto or that such
               action, suit or proceeding may not be brought or is not
               maintainable in said courts or that the venue thereof may not be
               appropriate or that this Agreement or any such document may not
               be enforced in or by such courts, and the parties hereto
               irrevocably agree that all claims with respect to such action or
               proceeding shall be heard and determined in such a New York State
               or Federal court. The parties hereby consent to and grant any
               such court jurisdiction over the person of such parties and over
               the subject matter of such dispute and agree that mailing of
               process or other papers in connection with any such action or
               proceeding in the manner provided in Section 9.6 or in such other
               manner as may be permitted by law shall be valid and sufficient
               service thereof.

          (b)  EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY
               ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND
               DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY

                                     -35-

<PAGE>

               HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH
               PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
               DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
               AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
               EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE,
               AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
               OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
               LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY
               UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER,
               (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH
               PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG
               OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
               SECTION 9.5.



<PAGE>

     9.6  Notices

Any notice, request, instruction or other document to be given hereunder by any
party to the others shall be in writing and delivered personally or sent by
registered or certified mail return receipt requested, postage prepaid, by
overnight courier, or by facsimile:

                  if to Parent, or Merger Sub:

                  Alcan Balcorp, Inc.
                  c/o Alcan Aluminum Corporation
                  6060 Parkland Blvd.
                  Cleveland, Ohio  44124-4185
                  U.S.A.

                  Attention:        Charles R. Aley
                  Fax:              (440) 423-6663

with a copy to:

                  Alcan Inc.
                  1188 Sherbrooke St. West
                  Montreal, Quebec
                  Canada  H3A 3G2
                  Attention:  Corporate Secretary
                  Fax: (514) 848-8331

if to the Company:

                  Baltek Corporation
                  10 Fairway Court
                  P.O. Box 195


                                      -36-
<PAGE>

                  Northvale, New Jersey  07647
                  U.S.A.

                  Attention:        Jacques Kohn
                  fax:              (201) 387-6631

or to such other persons or addresses as may be designated in writing by the
party to receive such notice as provided above.

     9.7  Entire Agreement

This Agreement (including any exhibits hereto), the Company Disclosure Letter
and the Additional Agreements set out in Section 7.2(g) constitute the entire
agreement, and supersede all other prior agreements, understandings,
representations and warranties both written and oral, among the parties, with
respect to the subject matter hereof.

     9.8  No Third Party Beneficiaries

Except as provided in Section 6.10 (Indemnification), this Agreement is not
intended to confer upon any Person other than the parties hereto any rights or
remedies hereunder.

     9.9  Obligations of Parent and of the Company

Whenever this Agreement requires a Subsidiary of Parent to take any action, such
requirement shall be deemed to include an undertaking on the part of Parent to
cause such Subsidiary to take such action. Whenever this Agreement requires a
Subsidiary of the Company to take any action, such requirement shall be deemed
to include an undertaking on the part of the Company to cause such Subsidiary to
take such action and, after the Merger Effective Time, on the part of the
Surviving Company to cause such Subsidiary to take such action.

     9.10 Severability

It is the intention of the parties that the provisions of this Agreement shall
be deemed severable and the invalidity or unenforceability of any provision
shall not affect the validity or enforceability or the other provisions hereof.
It is the intention of the parties that if any provision of this Agreement, or
the application thereof to any Person or any circumstance, is invalid or
unenforceable, (a) a suitable and equitable provision shall be substituted
therefor in order to carry out, so far as may be valid and enforceable, the
intent and purpose of such invalid or unenforceable provision, and (b) the
remainder of this Agreement and the application of such provision to other
Persons or circumstances shall not be affected by such invalidity or
unenforceability, nor shall such invalidity or unenforceability affect the
validity or enforceability of such provision, or the application thereof, in any
other jurisdiction.

     9.11 Interpretation

The words "hereof," "herein," and "hereunder" and words of similar import, when
used in this Agreement, shall refer to this Agreement as a whole and not to any
particular provision of this Agreement. Terms defined in the singular shall have
correlative


                                      -37-

<PAGE>

meanings when used in the plural, and vice versa. The table of contents and
headings herein are for convenience of reference only, do not constitute part of
this Agreement and shall not be deemed to limit or otherwise affect any of the
provisions hereof. Where a reference in this Agreement is made to a Section or
Exhibit, such reference shall be to a Section of or Exhibit to this Agreement
unless otherwise indicated. Whenever the words "include," "includes" or
"including" are used in this Agreement, they shall be deemed to be followed by
the words "without limitation."

     9.12 Assignment

This Agreement shall not be assignable by operation of law or otherwise;
provided, however, that Parent may designate, by written notice to the Company,
another wholly owned direct or indirect subsidiary in lieu of Merger Sub, in
which event all references herein to Merger Sub, as the case may be, shall be
deemed references to such other subsidiary, except that all representations and
warranties made herein with respect to Merger Sub as of the date of this
Agreement shall be deemed representations and warranties made with respect to
such other subsidiary as of the date of such designation. Any purported
assignment made in contravention of this Section 9.12 shall be null and void.


                                      -38-
<PAGE>

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the
duly authorized officers of the parties hereto as of the date of this Agreement.

BALTEK CORPORATION

By:      /s/ Jacques Kohn
         -----------------------------------------
Name:    Jacques Kohn
Title:   President and Executive Officer

ALCAN INC.

By       /s/ David McAusland
         -----------------------------------------
Name:    David McAusland
Title:   Senior Vice President,Mergers and Acquisitions
         and Chief Legal Officer

ALCAN BALCORP, INC.

By:      /s/ Pierre Chenard
         -----------------------------------------
Name:    Pierre Chenard
Title:   Vice President




                                      -39-


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>exhibit99-2.txt
<TEXT>
Exhibit 99.2 Voting Agreement


                                VOTING Agreement

     This Voting Agreement (this "Agreement"), dated as of 5 March, 2003, among
                                  ---------
the stockholders listed on the signature page hereto (each, a "Stockholder" and,
                                                               -----------
collectively, the "Stockholders") and Alcan Inc., a Canadian corporation
                   ------------
("Parent").
  ------

     WHEREAS, simultaneously with the execution of this Agreement, Baltek
Corporation, a Delaware corporation (the "Company"), and Parent are entering
                                          -------
into an Agreement and Plan of Merger (the "Merger Agreement"), dated as of the
                                           ----------------
date hereof, providing, among other things, for the merger of a subsidiary of
Parent with and into the Company and the exchange of shares of Company Common
Shares (as defined below) for the right to receive the Merger Consideration (as
defined in the Merger Agreement);

     WHEREAS, the respective Boards of Directors of the Company, Parent and
Merger Sub have approved and adopted the Merger Agreement and the transactions
contemplated thereby;

     WHEREAS, as a condition to, and in consideration for Parent's willingness
to enter into the Merger Agreement and to consummate the transactions
contemplated thereby, Parent has required that the Stockholders enter into this
Agreement;

          NOW THEREFORE, in consideration of the foregoing and the mutual
     premises, representations, warranties, covenants and agreements contained
     herein and in the Merger Agreement, the parties hereto, intending to be
     legally bound, hereby agree as follows:

     1.   Certain Definitions.
          -------------------

     (a) For purposes of this Agreement, all capitalized terms used but not
otherwise defined herein shall have the respective meanings given to such terms
in the Merger Agreement.

     (b) For purposes of this Agreement, "beneficially own" or "beneficial
                                          ----------------      ----------
ownership" with respect to any securities shall mean having "beneficial
---------
ownership" of such securities (as determined pursuant to Rule 13d-3 under the
Exchange Act).

     (c) For purposes of this Agreement, the following terms shall have the
following meanings:

     "Company Common Shares" means the Company's shares of common stock, par
      ---------------------
value $1.00 per share.

     "Stockholder's Subject Shares" shall mean, with respect to a particular
      ----------------------------
Stockholder, the number of shares of Subject Shares set forth opposite such
Stockholder's name on the schedule attached hereto as Exhibit A.

                                      -1-
<PAGE>



     "Transfer" means, with respect to any security, the sale, transfer, pledge,
      --------
hypothecation, assignment or constructive sale or other disposition of such
security or the record or beneficial ownership thereof, the offer to make such a
sale, transfer, pledge, hypothecation, assignment, constructive sale or other
disposition, and each agreement, arrangement or understanding, whether or not in
writing, to effect any of the foregoing. The term "constructive sale" means a
                                                   -----------------
short sale with respect to such security, entering into or acquiring an
offsetting derivative contract with respect to such security, entering into or
acquiring a futures or forward contract to deliver such security or entering
into any hedging, swap or other transaction that is designed to or which
reasonably could be expected to lead to or result in a sale or disposition of,
or reduction of economic risk with respect to, such security; provided, however,
                                                              -----------------
that the term "constructive sale" shall not include transactions involving the
purchase and sale of securities tracking a broad based stock index.

     2. Representations, Warranties and Covenants of Stockholder. Each
        --------------------------------------------------------
Stockholder, individually and not jointly or severally, hereby represents and
warrants as follows:

        (a) Title. As of the date hereof, such Stockholder is the sole record or
            -----
beneficial owner of such Stockholder's Subject Shares. Such Stockholder is the
lawful owner of such Stockholder's Subject Shares, free and clear of all liens,
claims, charges, security interests or other encumbrances.

        (b) Right to Vote. Except as set forth in the agreement between the
            -------------
Company, Jacques Kohn, Jean Kohn and Bernard Kohn, dated March 5, 2001 (the
"March 5 Agreement"), such Stockholder has, with respect to all such
Stockholder's Subject Shares, and will have at the Stockholders Meeting, sole
voting power, sole power of disposition, sole power to issue instructions with
respect to the matters set forth in Section 4 hereof and to fulfill such
Stockholder's obligations under such Section and sole power to agree to all
matters set forth in this Agreement, in each case with no limitations,
qualifications or restrictions on such rights. Such Stockholder shall not take
any action or grant any person any proxy (revocable or irrevocable) or
power-of-attorney with respect to such Stockholder's Subject Shares inconsistent
with such Stockholder's obligations as provided by Sections 4 and 5 hereof. Such
Stockholder hereby revokes any and all proxies with respect to such
Stockholder's Subject Shares.

        (c) Authority. Except as set forth in the March 5 Agreement, such
            ---------
Stockholder has the legal power, authority, legal capacity and right to execute
and deliver, and to perform such Stockholder's obligations under, this
Agreement. No other proceedings or actions on the part of such Stockholder are
necessary to authorize the execution, delivery or performance of this Agreement
or the consummation of the transactions contemplated hereby. This Agreement has
been duly and validly executed and delivered by such Stockholder and constitutes
a valid and binding agreement of such Stockholder enforceable against such
Stockholder in accordance with its terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and to general equity
and fiduciary principles.

                                      -2-
<PAGE>

        (d) Conflicting Instruments. As of the date hereof, neither the
            -----------------------
execution and delivery of this Agreement nor the performance by such Stockholder
of such Stockholder's agreements and obligations hereunder will result in any
breach or violation of, or be in conflict with or constitute a default under,
any term of any agreement, judgment, injunction, order, decree, law or
regulation to which such Stockholder is a party or by which such Stockholder (or
any of such Stockholder's assets) is bound or subject.

        (e) Parent's Reliance. Such Stockholder understands and acknowledges
            -----------------
that Parent is entering into the Merger Agreement in reliance upon such
Stockholder's execution, delivery and performance of this Agreement.

     3. Restriction on Transfer; Other Restrictions. Each Stockholder hereby
        -------------------------------------------
agrees that, without the prior written consent of Parent, it will not, from the
date hereof, Transfer or agree to Transfer (i) any of such Stockholder's Subject
Shares, except (A) as otherwise permitted by the Merger Agreement, (B) Transfers
by operation of law if the transferee remains, or agrees in writing to remain,
bound by the terms of this Agreement, (C) Transfers as a bona fide gift or gifts
if the donee or donees thereof agrees in writing to be bound by the terms of
this Agreement, (D) Transfers to any sibling or any other member of such
Stockholder's immediate family, any of such Stockholder's lineal descendants or
any trust for the benefit of any of them, if the recipient agrees in writing to
be bound by the terms of this Agreement and (E) to the extent such Stockholder
is a corporate entity, Transfers (x) not involving a change in beneficial
ownership, (y) involving the distribution without consideration of such
securities by such Stockholder to any of its partners, members or retired
partners or members or, to the estate of any of its partners, members or retired
partners or members, or any of its stockholders (z) to any individual or entity
controlled by, controlling or under common control with such Stockholder or any
individual or entity with respect to which such Stockholder (or any person
controlled by, controlling or under common control with such Stockholder) has
the power to direct investment decisions, in each case if the recipient agrees
in writing to be bound by the terms of this Agreement.

     4. Agreement to Vote. Each Stockholder hereby irrevocably and
        -----------------
unconditionally agrees to vote or to cause to be voted, or provide a consent
with respect to, all of such Stockholder's Subject Shares at the Stockholders
Meeting and at any other annual or special meeting of stockholders of the
Company or action by written consent where such matters arise (a) in favor of
the Merger and the Merger Agreement and approval of the terms thereof and (b)
against, and such Stockholder will not consent to, (i) approval of any
Acquisition Proposal or any acquisition agreement or similar agreement related
to an Acquisition Proposal, (ii) any change in the persons who constitute the
Board of Directors of the Company that is not approved in advance by at least a
majority of the persons who were directors of the Company as of the date hereof
(or their successors who were so approved) or (iii) any other action or proposal
involving the Company or any of its Subsidiaries that is intended, or could
reasonably be expected, to prevent, impede, interfere with, delay, postpone or
adversely affect the transactions contemplated by the Merger Agreement. Any such
vote shall be cast or consent shall be given in accordance with such procedures
relating thereto as shall ensure that it is duly counted for purposes of
determining that a quorum is present and for purposes of recording the results
of such vote or consent. Notwithstanding anything to the contrary in this
Agreement or in the Merger

                                      -3-

<PAGE>

Agreement, the obligations of the Stockholders specified in this Section 4 shall
not be limited or otherwise affected by the commencement, disclosure,
announcement or submission to the Company of any Acquisition Proposal, or by any
change of recommendation of the Company's Board of Directors.

     5. Irrevocable Proxy. In furtherance of the transactions contemplated
        -----------------
hereby and by the Merger Agreement, and in order to secure the performance of
each Stockholder's duties under this Agreement, each Stockholder hereby grants
to Parent and its designees, an irrevocable proxy, or, if applicable, a power of
attorney, and irrevocably appoints Parent or its designees, with full power of
substitution, such Stockholder's attorney and proxy to vote or, if applicable,
to give consent with respect to, all of such Stockholder's Subject Shares, with
regard to any of the matters referred to in Section 4 above at the Stockholders
Meeting, however called, or in connection with any action by written consent by
the stockholders of the Company. Each Stockholder acknowledges and agrees that
such proxy is coupled with an interest, constitutes, among other things, an
inducement for Parent to enter into the Merger Agreement, is irrevocable and
shall not be terminated by operation of law or otherwise upon the occurrence of
any event and that no subsequent proxies with respect to such Stockholder's
Subject Shares shall be given (and if given shall not be effective). The power
of attorney granted by each Stockholder is a durable power of attorney and shall
survive the dissolution, bankruptcy, death or incapacity of such Stockholder.

     6. No Solicitation. From and after the date hereof, each Stockholder agrees
        ---------------
that neither such Stockholder nor any of such Stockholder's agents or
representatives shall, and that such Stockholder shall direct and use such
Stockholder's best efforts to cause such Stockholder's agents and
representatives (including any investment banker, attorney or accountant
retained by Stockholder) not to, directly or indirectly, initiate, solicit,
encourage or otherwise facilitate any inquiries or the making of any Acquisition
Proposal. Such Stockholder further agrees that neither such Stockholder nor any
of such Stockholder's agents or representatives shall, and that such Stockholder
shall direct and use such Stockholder's best efforts to cause such Stockholder's
agents and representatives (including any investment banker, attorney or
accountant retained by Stockholder) not to, directly or indirectly, engage in
any negotiations concerning, or provide any confidential information or data to,
or have any discussions with, any Person relating to an Acquisition Proposal, or
otherwise entertain or facilitate any effort or attempt to make or implement an
Acquisition Proposal. Nothing in this Section 6 shall affect the ability of such
Stockholder or any of such Stockholder's agents or representatives to take any
action which is permissible for such Person to take under the Merger Agreement.

     7. Fiduciary Duties of Directors. Notwithstanding anything herein to the
        -----------------------------
contrary, nothing herein shall affect the ability of Stockholders who are
directors of the Company ("Stockholder Directors") to take any action as
                           ---------------------
directors of the Company as such director may determine after consultation with
appropriate counsel to be necessary to comply with the fiduciary duties as
directors of the Company. Such Stockholder Directors are entering into this
Agreement solely in their capacity as stockholders of the Company, and not as
directors of the Company.


                                      -4-

<PAGE>

     8. Miscellaneous.
        -------------

        (a) Entire Agreement. This Agreement constitutes the entire agreement
            ----------------
among the parties with respect to the subject matter hereof and is not intended
to confer upon any person other than the parties hereto any rights or remedies
hereunder.

        (b) Costs and Expenses. All costs and expenses incurred in connection
            ------------------
with this Agreement and the transactions contemplated hereby shall be paid by
the party incurring such expenses.

        (c) Invalid Provisions. If any provision of this Agreement shall be
            ------------------
invalid or unenforceable under applicable law, such provision shall be
ineffective to the extent of such invalidity or unenforceability only, without
it affecting the remaining provisions of this Agreement.

        (d) Execution in Counterparts. This Agreement may be executed in
            -------------------------
counterparts transmitted and delivered by facsimile each of which shall be an
original with the same effect as if the signatures hereto and thereto were upon
the same instrument.

        (e) Specific Performance. Each Stockholder agrees with Parent that if
            --------------------
for any reason such Stockholder fails to perform any of such Stockholder's
agreements or obligations under this Agreement, irreparable harm or injury to
Parent would be caused as to which money damages would not be an adequate
remedy. Accordingly, such Stockholder agrees that, in seeking to enforce this
Agreement against such Stockholder, Parent shall be entitled, in addition to any
other remedy available at law, equity or otherwise, to specific performance and
injunctive and other equitable relief. The provisions of this Section 8(e) are
without prejudice to any other rights or remedies, whether at law or in equity,
that Parent may have against such Stockholder for any failure to perform any of
such Stockholder's agreements or obligations under this Agreement.

          (f) Amendments; Termination.
              -----------------------

               (i) This Agreement, including this Section 8(f), may not be
          modified, amended, altered or supplemented, except that this Agreement
          may be modified, amended, altered or supplemented, as between Parent
          and any particular Stockholder, upon the execution and delivery of a
          written agreement executed by Parent and such Stockholder.

               (ii) The provisions of this Agreement (other than Sections 3 and
          8) shall terminate upon the earliest to occur of (A) the consummation
          of the Merger and (B) the termination of the Merger Agreement. The
          provisions of Section 3 and 8 of this Agreement shall terminate upon
          the termination of the Merger Agreement.

               (g) Governing Law and Venue. EXCEPT AS REQUIRED BY MANDATORY
                   -----------------------
          PROVISIONS OF THE DELAWARE GENERAL CORPORATION LAW, AS AMENDED, THIS
          AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL



                                      -6-

<PAGE>

RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH
THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW
PRINCIPLES THEREOF. The parties hereby irrevocably submit to the jurisdiction of
the courts of the State of New York, New York County, and the Federal courts of
the United States of America located in the State of New York, New York County,
solely in respect of the interpretation and enforcement of the provisions of
this Agreement and of the documents referred to in this Agreement, and in
respect of the transactions contemplated hereby, and hereby waive, and agree not
to assert, as a defense in any action, suit or proceeding for the interpretation
or enforcement hereof or of any such document, that it is not subject thereto or
that such action, suit or proceeding may not be brought or is not maintainable
in said courts or that the venue thereof may not be appropriate or that this
Agreement or any such document may not be enforced in or by such courts, and the
parties hereto irrevocably agree that all claims with respect to such action or
proceeding shall be heard and determined in such a New York State or Federal
court. The parties hereby consent to and grant any such court jurisdiction over
the person of such parties and over the subject matter of such dispute and agree
that mailing of process or other papers in connection with any such action or
proceeding in the manner provided in Section 8(k) or in such other manner as may
be permitted by law shall be valid and sufficient service thereof.

     (h) Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY
         --------------------
CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS
WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION 8(h).

     (i) Successors and Assigns. The provisions of this Agreement shall be
         ----------------------
binding upon and inure to the benefit of the parties hereto and their respective
legal successors (including, in the case of each Stockholder, any executors,
administrators, estates, legal representatives and heirs of such Stockholder)
and permitted assigns; provided that, except as otherwise provided in this
Agreement, no party may assign, delegate or otherwise transfer any of its rights
or obligations under this Agreement.



     (j) Further Assurances. From time to time, at the other party's request,
         ------------------
and without further consideration, each party hereto shall execute and deliver,
or cause to be executed and delivered, such additional or further documents and
take lawful actions of


                                      -6-

<PAGE>

a ministerial nature as may be necessary and appropriate for the purpose of
effectively carrying out the transactions contemplated by this Agreement.

     (k) Notices. All notices and other communications given or made pursuant
         -------
hereto shall be in writing and shall be deemed to have been duly given or made
as of the date of receipt and shall be delivered personally or sent by overnight
courier or sent by telecopy, to the Parties at the following addresses or
telecopy numbers (or at such other address or telecopy number for a party as
shall be specified by like notice):

        (i) if to a Stockholder, at the address of such Stockholder set forth on
Exhibit A attached hereto or at such other address that such Stockholder may
have provided in writing to Parent; and

        (ii) if to Parent:

        Alcan Aluminum Corporation
        6060 Parkland Blvd.
        Cleveland, Ohio 44124-4185
        U.S.A.

        with a copy to:

        Sullivan & Cromwell
        1870 Embarcadero Road
        Palo Alto, California 94303
        Attention:  Scott D. Miller
        Facsimile: (650) 461-5700

     (l) Effectiveness. Notwithstanding anything herein to the contrary, this
         -------------
Agreement shall only become effective upon the execution by the Company of the
Merger Agreement.

     (m) Individual Obligations. Each Stockholder's obligations under this
         ----------------------
Agreement are individual and not joint or several obligations and no Stockholder
shall have any liability to Parent for the performance or non-performance by any
other Stockholder under this Agreement.



                                      -7-
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Stockholders
Agreement as of the date first written above.

                                     ALCAN INC.



                                     By:   /s/ Pierre Chenard
                                           -------------------------------------
                                           Name: Pierre Chenard
                                           Title:Deputy Chief Legal Officer


                                     STOCKHOLDERS:

                                      /s/ Jacques Kohn
                                     -------------------------------------------
                                          Jacques Kohn

                                     /s/ Jean Kohn
                                     -------------------------------------------
                                         Jean Kohn

                                     BERNARD KOHN REVOCABLE LIVING TRUST


                                     By:      /s/ Bernard Kohn
                                              ----------------------------------
                                              Name:  Bernard Kohn
                                              Title: Trustee


                                     By:      /s/     Jacques Kohn
                                              ----------------------------------
                                              Name:   Jacques Kohn
                                              Title:  Trustee



<PAGE>


                                    EXHIBIT A



                                                         Number of Stockholder's
           Stockholder Name and Address                      Subject Shares
           ----------------------------                      --------------
Jacques Kohn                                                         469,565
Jean Kohn                                                            469,565
Bernard Kohn Revocable Living Trust                                   85,820
Bernard Kohn Irrevocable Descendants Trust                            47,057

All Stockholders' addresses are
C/o
Baltek Corporation
10 Fairway Court
Northvale, N.J. 07647




                                      A-1




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>5
<FILENAME>exhibit99-3.txt
<TEXT>
Exhibit 99.3 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 CORPORATION
                    ANNOUNCES AGREEMENT TO SELL TO ALCAN INC.

Northvale,  N.J., March 5, 2003 -- Baltek Corporation  (NASDAQ:  BTEK) announced
today that it has entered into a Merger  Agreement  with a  subsidiary  of Alcan
Inc. After the merger Baltek will become a wholly owned subsidiary of Alcan Inc.

An independent committee of the Board of Directors  unanimously  recommended the
merger,  and the Board of  Directors  unanimously  approved  the  merger and the
Merger Agreement. Jacques Kohn and other members of the Kohn family, who own 46%
of the  outstanding  common stock of Baltek,  have signed an undertaking to vote
their shares in favor of the transaction.

Under the agreement,  Baltek shareholders would receive  approximately $15.17 in
cash for each  share  of  Baltek  common  stock.  This  reflects  a  premium  of
approximately  77% based on the 20-day average  trading prices prior to the date
of  the  signing  of  the  merger  agreement.   Alcan  will  deliver  to  Baltek
shareholders approximately $35,250,000 in cash.

Jacques Kohn,  the President and Chief  Executive  Officer of Baltek  commented,
"This offer  represents good value for Baltek's  shareholders.  In reviewing our
projected  short  term and long term  stock  valuation,  our  projected  capital
requirements  and the needs of our  customers,  the Board  believes it is in the
best  interests  of  Baltek  to enter  into  this  agreement  with  Alcan and we
recommend acceptance of Alcan's offer."

This transaction will provide the customers of Baltek and Alcan with significant
benefits.  For approximately 8 years Alcan Composites and Baltek have cooperated
in marketing and  distribution in the US. By combining the employees,  resources
and  product   lines  of  Alcan   Composites   and  Baltek,   customers  in  the
transportation,  marine, wind power generation and construction  markets will be
able to purchase a broad range of core materials from one source.

Phoenix  Security Corp., a subsidiary of Laidlaw Global  Corporation,  which has
acted as  financial  advisor  to  Baltek,  has  issued  a  fairness  opinion  in
connection  with the  merger.  The  completion  of the  merger is subject to the
approval of Baltek's stockholders.

                                                                        - More -


<PAGE>



As soon as  practicable,  Baltek will file a proxy statement with the Securities
and Exchange Commission relating to the merger and will mail the proxy statement
to its stockholders.  Baltek will schedule a special meeting of its stockholders
to vote on a proposal to approve the Merger  Agreement and the  transactions  it
contemplates.  Baltek's Board has unanimously  recommended that the stockholders
approve the Merger  Agreement.  Alcan has entered into a voting  agreement  with
members  of the Kohn  family in which  they have  agreed to vote in favor of the
Merger  Agreement.

When available,  Baltek's stockholders will be able to obtain a free copy of the
proxy  statement to be filed with the Securities and Exchange  Commission at the
SEC's website at www.sec.gov. The proxy statement and other documents filed with
the  Securities  and Exchange  Commission by Baltek may also be obtained free of
charge from  Baltek by  directing  a request to Baltek  Corporation,  10 Fairway
Court, P.O. Box 195, Northvale, NJ 07647.

THE PROXY STATEMENT SHOULD BE READ CAREFULLY BEFORE MAKING A DECISION CONCERNING
THE MERGER.  STOCKHOLDERS  ARE URGED TO READ THE PROXY  STATEMENT  AND ANY OTHER
RELEVANT DOCUMENTS RELATING TO THE MERGER TRANSACTION  DESCRIBED ABOVE WHEN THEY
BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

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

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:  general  industry
trends and growth rates and economic  conditions  as they affect  demand for our
customers'  products and continued  demand by our  customers.  In addition,  the
consumption of the merger depends on the Company's compliance with other closing
conditions  as set forth in the  Agreement  and Plan of  Merger  and filed as an
Exhibit  to the  Company's  Form  8-K on the  date  hereof.  In  addition,  such
statements  could be affected by general  domestic  and  international  economic
conditions.  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>
