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

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

<PAGE>

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

<PAGE>

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

<PAGE>

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


<PAGE>

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


<PAGE>

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


<PAGE>

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


<PAGE>

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


<PAGE>

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


<PAGE>

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


<PAGE>

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

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

<PAGE>

[signature]

MRS. LUZ SIERRA DE VIVANCO

N.I.C. No. 070325616-4



For MADERAS SECAS C.A., MASECA

[signature]

ENG. JOSE ALBERTO SANDOVAL MUNOZ

C.C.No. 0902308816

V.C. No. 411199

R.U.C. No. 0990136378001

For BALMANTA S.A.

[signature]

ENG. CARLOS NARANJO LINDAO

C.C.No. 0903523843

V.C. No. 74-0053

R.U.C. No. 0990141835001


For BALTEK CORPORATION

[signature]

ENG. JOSE ALBERTO SANDOVAL MUNOZ

C.C.No. 0902308816

V.C. No. 411199



<PAGE>

For MARINES C.A.

[signature]

ENG. JOSE ALBERTO SANDOVAL MUNOZ

C.C.No. 0902308816

V.C. No. 411199

R.U.C. No. 0990552401001