SECOND SUBSTITUTE REVOLVING CREDIT NOTE

$16,500,000.00                                                 December 31, 2000


         FOR VALUE RECEIVED,  the undersigned,  BALTEK  CORPORATION,  a Delaware
corporation and CRUSTACEA  CORPORATION,  a Delaware  corporation (each of Baltek
Corporation  and  Crustacea   Corporation  a  "Borrower"  and  collectively  the
"Borrowers"), hereby, jointly and severally,  unconditionally promises to pay on
or before December 31, 2003 (the "Maturity  Date"), to the order of SUMMIT BANK,
a banking  institution of the State of New Jersey (the "Bank"), at the office of
the Bank located at 250 Moore Street,  Hackensack,  New Jersey, or at such other
location as the Bank shall  designate,  in lawful money of the United  States of
America  and  in  immediately  available  funds,  the  principal  amount  of (i)
$16,500,000.00  or (ii) so much thereof (or any greater amount, if any) as shall
have been advanced (the "Advances") by the Bank to the Borrower pursuant to that
certain  Revolving  Loan and Security  Agreement  dated  December  21, 1999,  as
amended by a First  Amendment to Revolving Loan and Security  Agreement dated as
of September  30, 2000,  and a Second  Amendment to Revolving  Loan and Security
Agreement  dated as of December 31, 2000 between the  Borrowers and the Bank, as
may be further amended from time to time (the "Agreement"). Terms defined in the
Agreement shall have the same meaning when used herein.

         The Borrowers  jointly and  severally  further agree to pay interest in
like money at such  office on the unpaid  principal  amount  hereof from time to
time as  hereinafter  provided.  The unpaid  principal  amount hereof shall bear
interest  commencing with the date hereof at a fluctuating  rate per annum equal
to the Base  Rate  minus  three-quarters  of one  percent  (3/4 of 1%).  As used
herein, the term "Base Rate" shall mean the rate of interest announced from time
to time by the Bank as its  "base  rate" or "base  lending  rate".  This rate of
interest is determined  from time to time by the Bank as a means of pricing some
loans to its  customers  and is neither tied to any external rate of interest or
index nor does it  necessarily  reflect  the lowest  rate of  interest  actually
charged by the Bank to any  particular  class or  category of  customers  of the
Bank.

         Interest  shall be  calculated  on the basis of a 360-day  year for the
actual  number of days  elapsed  and shall be adjusted  automatically  as of the
opening  of  business  on each  day on which  any  change  in the  Base  Rate is
announced by the Bank at its principal office.

         Installments  of accrued  interest only shall be due and payable hereon
monthly,  with the first such installment being due and payable on the first day
of the first month following the date hereof,  and the remainder of such monthly
installments  of  interest  being due and  payable  on the first day of each and
every month thereafter until this Note shall have been paid in full.

         Notwithstanding   anything  contained  herein  to  the  contrary,   the
Borrowers  shall  have  the  option,  in  accordance  with  Section  2.1  of the
Agreement,  to  convert  all or any part of its Base Rate Loans (as such term is
defined in the  Agreement) to LIBOR Based Rate Loans (as such term is defined in
the Agreement),  and upon doing so shall, jointly and severally, pay interest on
the  unpaid  principal  amount of this Note from time to time  outstanding  on a
monthly basis.

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         All advances made by the Bank to the  Borrowers  hereunder may be noted
by the Bank on the Schedule to be annexed hereto,  and the Bank is authorized to
make such notations which shall be prima facie evidence of the principal  amount
outstanding  hereunder at any time; provided,  however, that any failure to make
such a notation (or any error in notation)  shall not limit or otherwise  affect
the obligation of the Borrowers hereunder which is and shall remain absolute and
unconditional.

         In the event that any payment due under this Note shall not be received
by Bank  within ten (10) days of the due date,  Borrowers  shall,  to the extent
permitted  by law,  pay Bank a late charge of five  percent  (5%) of the overdue
payment (but in no event more than  $2,500.00) as compensation to Bank. Any such
late charge  shall be in addition to all other rights and remedies to which Bank
may be entitled and shall be immediately due and payable.  Borrowers acknowledge
that (i) such late  charge is a  material  inducement  to Bank to make the loan,
(ii) Bank would not have made the loan in the  absence of the  agreement  of the
Borrowers to pay such late  charge,  and (iii) such late charge is not a penalty
and  represents  a  reasonable  estimate of the cost to Bank in  allocating  its
resources (both personnel and financial) to the additional  review,  monitoring,
administration and collection of the loan.

         All payments received  hereunder may be applied first to the payment of
any expenses or charges payable hereunder and accrued interest,  and the balance
only applied to principal.

         This Note may be prepaid, in whole or in part, at one time or from time
to time, without premium or penalty.

         This Note is a  replacement  of the  Substitute  Revolving  Credit note
dated September 30, 2000,  which was a replacement of the Revolving  Credit Note
dated  December  21,  1999,  referred to in the  Agreement  and this Note is the
Second Substitute Note referred to in the Second Amendment to Revolving Loan and
Security  Agreement  of even date  herewith,  and is secured  by the  Collateral
described in the Agreement and the Guaranty Agreement.

         The Bank may declare this Note to be immediately due and payable if any
of the following events shall have occurred:

         (1)  Failure  by the  Borrowers  to make any  payment of  principal  or
interest on this Note when due; or

         (2) An Event of Default shall have occurred  under the Agreement or any
of the other Loan  Documents  (including  any grace periods  provided  herein or
therein).

         To the extent permitted by law,  whenever there is any Event of Default
under this Note, the RATE of interest on the unpaid principal  balance shall, at
the option of the Bank, be 5% in excess of the RATE of interest provided herein.
Borrowers acknowledge that: (i) such additional rate is a material inducement to
Bank to make the loan;  (ii) Bank would not have made the loan in absence of the
agreement of the Borrowers to pay such  additional  rate;  (iii) such additional
rate represents  compensation  for increased risk to Bank that the loan will not

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<PAGE>

be  repaid;  and (iv) such rate is not a penalty  and  represents  a  reasonable
estimate of (a) the cost to Bank in allocating its resources (both personnel and
financial) to the on-going review, monitoring,  administration and collection of
the  loan  and (b)  compensation  to Bank  for  losses  that  are  difficult  to
ascertain.

         This  Note  may not be  changed  orally,  but only by an  agreement  in
writing,  signed by the party against whom  enforcement  of any waiver,  change,
modification or discharge is sought.

         Should the indebtedness  represented by this Note or any part hereof be
collected  at law or in equity,  or in  bankruptcy,  receivership,  or any other
court  proceeding,  or should this Note be placed in the hands of attorneys  for
collection  upon  default,  the  Borrower  agrees  to pay,  in  addition  to the
principal  and  interest  due  and  payable  hereon,  all  reasonable  costs  of
collecting or attempting to collect this Note, including  reasonable  attorneys'
fees and expenses.

         This Note  shall be and  remain in full  force and effect and in no way
impaired  until the  actual  payment  thereof  to the Bank,  its  successors  or
assigns.

         Anything herein to the contrary notwithstanding, the obligations of the
Borrower  under this Note shall be subject to the  limitation  that  payments of
interest shall not be required to the extent that receipt of any such payment by
the Bank would be contrary to provisions of law  applicable to the Bank limiting
the maximum rate of interest which may be charged or collected by the Bank.

         Each of the Borrowers  and all  endorsers  and  guarantors of this Note
hereby waive presentment,  demand for payment, protest and notice of dishonor of
this Note.

         This Note is binding upon the Borrowers and its  successors and assigns
and shall inure to the benefit of the Bank and its successors and assigns.

         This Note and the rights and obligations of the parties hereto shall be
subject to and governed by the laws of the State of New Jersey.

         IN WITNESS WHEREOF,  the undersigned has caused this Second  Substitute
Revolving  Credit Note to be duly executed by its authorized  officers as of the
day and year above written.

ATTEST:                                     BALTEK CORPORATION

                                            By:
-----------------------                        --------------------------------
Ronald Tascello, Treas.                        Jacques Kohn, President


ATTEST:                                     CRUSTACEA CORPORATION

                                            By:
------------------------                       --------------------------------
Ronald Tascello, Treas.                        Jacques Kohn, President


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             Schedule to Second Substitute Revolving Credit Note of
                  Baltek Corporation and Crustacea Corporation
                                       To
                                   Summit Bank




                Amount           Amount             Unpaid
                Of               Principal          Principal       Notation
Date            Advance          Repaid             Balance         by_______
-------------------------------------------------------------------------------

                $                $                  $