PURCHASE/SALE  PROMISE  EXECUTED BY THE  SHAREHOLDERS OF THE
                    COMPANIES  MARINES C.A. AND RECORCHOLIS S.A. IN FAVOR OF DR.
                    RECHER  VIVANCO  CORDOVA AND HIS WIFE LUZ SIERRA  VIVANCO IN
                    THE AMOUNT OF: US$ 1,400,000.00*****.

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

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


                                                                               2
<PAGE>

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


                                                                               3
<PAGE>

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

                                                                               4
<PAGE>

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


                                                                               5
<PAGE>

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



                                                                               6
<PAGE>

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


                                                                               7
<PAGE>

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



                                                                               8
<PAGE>

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


                                                                               9
<PAGE>

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


                                                                              10
<PAGE>

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


                                                                              11
<PAGE>

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

                                                                              12
<PAGE>

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



                                                                              13
<PAGE>

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




                                                                              14
<PAGE>

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

                                                                              15
<PAGE>

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

                                                                              16
<PAGE>


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

                                                                              17
<PAGE>

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



                                                                              18
<PAGE>

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

for BALTEK CORPORATION

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





                                                               THE SIGNATURES...

                                                                              19
<PAGE>

....CONTINUE

for MADERAS SECAS C.A., MASECA

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


for BALMANTA S.A.

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


for MARINES C.A.

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

                                                               THE SIGNATURES...
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<PAGE>

....CONTINUE

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


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


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

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