AGREEMENT


This AGREEMENT (the  "Agreement"),  made and entered into this 5th day of March,
2001, is by and between Baltek Corporation,  a Delaware corporation  ("Baltek"),
and Jacques and Jean Kohn (the "Stockholders") and Bernard Kohn (the "Seller").


                              W I T N E S S E T H:


         WHEREAS, the Seller and each Stockholder  respectively own 332,194 (the
"Seller's  Shares"),  469,565 and 469,565  shares  (collectively  (including the
Seller's  Shares) the "Kohn Shares") of Baltek common stock,  par value of $1.00
per share (the "Common Stock");

         WHEREAS,  the  Seller's  Shares are subject to a voting trust which the
Seller contends  terminated in 2000 and the Stockholders  contend will terminate
in 2001; and

         WHEREAS,  the parties to this Agreement desire to provide  liquidity to
the Seller in respect to the Seller's  Shares while  preserving the  controlling
interest of the Kohn family in Baltek;

         NOW,  THEREFORE,  in consideration of the premises and mutual covenants
contained  herein,  Baltek  agrees to  purchase  from the  Seller and the Seller
agrees  to sell to Baltek  the  Seller's  Shares  upon the  following  terms and
conditions:

         Section 1. The Purchase and Sale.  Subject to the terms and  conditions
hereinafter  set  forth,  at  the  respective   closings  of  the   transactions
contemplated  hereby,  the Seller shall sell, convey and transfer the portion of
the  Seller's  Shares  set  forth in  Section 3 hereof,  and  deliver  to Baltek
certificates  representing  such shares,  and Baltek shall  purchase from Seller
such portion of the Seller's Shares in  consideration  of the purchase price set
forth in Section 4 herein below. The certificates  representing  Baltek's Common
Stock shall be duly endorsed for transfer or accompanied  by  appropriate  stock
transfer powers duly executed in blank, in either case with signatures
guaranteed in the customary fashion.

         Notwithstanding  any  provision  to  the  contrary  contained  in  this
Agreement,  the following  transfers of Seller's Shares shall be permitted:  (a)
the Seller may transfer  Seller's  Shares  pursuant to a will or pursuant to the
laws of descent and distribution  (subject to compliance with the next paragraph
hereof,   which  compliance   shall  be  procured  by  the  Seller's   executor,
administrator  or other legal  representative);  and (b) the Seller may transfer
all or any portion of Seller's  Shares to (i) the spouse or any lineal  ancestor
or descendant of the Seller or (ii) any trust,  the sole  beneficiaries of which
are  any  one or  more  of  the  Seller's  spouse  or any  lineal  ancestors  or
descendants of the Seller, subject to compliance with the next paragraph hereof.
For  purposes of this  Agreement,  the term lineal  descendant  of Seller  shall
include the  Seller's  children,  grandchildren,  nephews  and  nieces,  whether
natural born or adopted.

         In the event of a transfer of some of all of Seller's  Shares  pursuant
to the preceding  paragraph  hereof,  including a transfer pursuant to a will or
pursuant  to the  laws of  descent  and  distribution,  each  transferee  of the
transferred Seller's Shares shall promptly notify the Stockholders and Baltek in
writing of the  transfer  and shall  abide by,  and shall  hold the  transferred
Seller's  Shares  subject to, the terms of this Agreement that are applicable to
the Seller as of the time of the transfer and that would have been applicable to
the Seller had he retained  such  Seller's  Shares.  As promptly as  practicable
after such  transfer,  the  transferee  of such  Seller's  Shares shall  execute
counterpart  copies of this Agreement and shall deliver such counterparts to the
Stockholders and Baltek.

<PAGE>


         Section 2. The Closing.  The closings of the transactions  contemplated
by this  Agreement  shall be held at such place as is agreed upon by the parties
hereto (i) on the date of execution hereof and (ii) on the first business day of
2002 and each  subsequent  year until,  and  including,  the year 2005 (each,  a
"Closing  Date").

         Section 3. The  Installments.  Except as otherwise  provided herein, on
each Closing  Date,  the Seller  shall sell,  convey and transfer to Baltek that
number of shares equal to  one-fifth  (1/5) of Seller's  Shares,  rounded to the
closest number of whole shares,  except that the fifth  installment shall be all
of the remaining Seller's Shares (each, an "Installment"),  and Baltek shall pay
to the Seller,  in either cash or certified or cashier's  check, the fair market
value for such Seller's Shares (the "Purchase  Price")  determined in accordance
with Section 4 hereof.  Notwithstanding the foregoing, Baltek's purchase of each
of the last four (4)  Installments  in  accordance  with the  provisions of this
Agreement shall be subject to the good faith  determination  of the Baltek Board
of Directors (the "Board") that Baltek has available sufficient capital, whether
in terms of  borrowing  power or  otherwise,  to  permit  it to  consummate  the
purchase  of  such  subsequent  Installment.  Baltek  may  assign  its  purchase
obligation  with respect to any  Installment  to a third party or third parties,
provided,  however,  that no such assignment  shall relieve Baltek of any of its
obligations hereunder.

         Section 4. The Purchase Price.

            (a) The Purchase Price for each Installment  shall be the product of
(x) the average  closing  market price per share of Common Stock over the twenty
(20) trading day period ending  immediately prior to the respective Closing Date
and (y) the number of Seller's Shares in the respective Installment.

            (b) If the Common  Stock is no longer  traded on the NASDAQ or other
national exchange in which closing sale prices are available, the Purchase Price
for each Installment shall be the product of (z) the average bid and asked price
per share  during the same twenty (20)  trading  day period  ending  immediately
prior to the  respective  Closing Date and (y) the number of Seller's  Shares in
the respective Installment.

            (c) In the event that neither  closing sale prices nor bid and asked
prices are  available  for the Common  Stock,  Seller and Baltek shall each name
(and bear the costs and expenses of) its own independent appraiser to assess the
fair  market  value of the Common  Stock for the  purposes  of  determining  the
Purchase  Price  pursuant  to this  Section 4. Such fair  market  value shall be
calculated  without regard to any discount that might apply because the Seller's
Shares or any Installment thereof represent a minority interest,  are restricted
as to transferability or are otherwise illiquid.  If the independent  appraisers
cannot agree on a valuation, such independent appraisers shall designate a third
appraiser (the costs and expenses thereof being borne half by Seller and half by
Baltek whose valuation shall be  determinative  as to the Purchase Price, all in
such manner as to insure that the final  determination  of the Purchase Price is
made  within  thirty  (30)  calendar  days after the  respective  Closing  Date;
provided,  however,  that the valuation for each share of Common Stock shall not
be lower than the lowest  valuation or higher than the highest  valuation of the
independent  appraisers  chosen by Seller and  Baltek.  In all such  cases,  the
Purchase  Price for each  Installment  shall be the product of (w) the price per
share  established by the  appraisers or appraiser,  as the case may be, and (y)
the number of Seller's Shares in the respective Installment.

         Section 5. Deferral. In accordance with Section 3 hereinabove and other
relevant  provisions  of this  Agreement,  should the Board  determine,  in good
faith, that the purchase of any Installment  subsequent to the first Installment
cannot be  consummated  pursuant to the terms of this Agreement due to a lack of
capital availability, and the Board cannot cause a third party to consummate the
same, any and all such subsequent Installments shall be deferred until the Board
causes a third party to purchase such subsequent  Installment or Installments or
it makes a good faith  determination that Baltek has, or can reasonably acquire,
the capital to consummate the same and causes Baltek to effect such purchase.

<PAGE>

         Section 6. Voting Trust: Agreement.

            (a)  The  Voting  Trust.  To the  extent  that  it has  not  already
terminated, the voting trust, dated May 25, 1991, to which the Seller is a party
and  pursuant  to  which  the  Stockholders  act as  trustees,  shall  terminate
immediately  upon the  execution of this  Agreement,  at which time Baltek shall
take  any  necessary  action  or  actions  required  to  deliver  to the  Seller
certificates of stock representing all of Seller's Shares.

            (b)  Voting  Agreement.  During  the  term  of this  Agreement,  the
Stockholders  and the Seller expressly agree to vote the Kohn Shares as a single
unit and consent to or withhold  consent from,  similarly as a single unit,  any
corporate or shareholder  action of any kind  whatsoever,  whenever such vote or
consent  is  required  or  permitted  by law or  otherwise,  including,  without
limitation, the election of directors, amendment or repeal of the Certificate of
Incorporation and Bylaws of Baltek, or any proposed increase, decrease or change
in the classification of the capital stock of Baltek or any proposed dissolution
and  liquidation  or merger or  consolidation  of  Baltek  into or with  another
corporation or corporations, or any sale, lease, transfer, conveyance,  mortgage
or encumbrance of all or any substantial  part of Baltek  property.  In order to
effect the voting of the Kohn Shares as a single unit, the  Stockholders and the
Seller shall confer at a mutually agreeable time, but in any event no later than
ten (10)  calendar  days  prior to the date on which  such  vote or  consent  is
required to be given, whether at a shareholders' meeting or otherwise,  in which
conference  each individual  shall be given one vote, for each matter  requiring
the vote or consent of the Kohn Shares. In respect to each such matter, the Kohn
Shares  will then be voted as one unit based on the  majority  vote of the three
(3) individuals.  Notwithstanding  the foregoing,  at the election of Seller, in
the event of a  deferral  pursuant  to  Section 5  hereinabove,  either (i) this
Section 6 (b) shall be suspended and shall remain  suspended until such deferred
Installment or Installments  have been purchased in accordance with the terms of
this  Agreement  or (ii) Seller  shall  remain  subject to the voting  agreement
contained  in this  Section  6 (b) but  shall  be  free  to sell  such  deferred
Installment or Installments  in one or more open market or privately  negotiated
transactions,  subject to any applicable legal  requirements  pertaining to such
sales, provided,  however, that such right shall lapse as to any unsold Seller's
Shares  if  and  when  the  unsold  portion  of  any  deferred   Installment  or
Installments is purchased in accordance with the provisions of Section 3 hereof.

         Section 7. General  Transactions.  If Baltek enters into a transaction,
such as a merger, sale or liquidation, whereby all Baltek shareholders will sell
all of their Common Stock, this Agreement shall terminate  concurrently with the
consummation  of such  transaction,  and all parties  hereto shall be discharged
from all further obligations hereunder.

         Section 8. Tag-Along Right.

            (a) In the event that the Stockholders  receive,  at any time during
the term of this Agreement,  a bona fide third party offer in writing (the "Bona
Fide Offer"), which the Stockholders desire to accept, to purchase any or all of
the Baltek shares owned by the  Stockholders,  then the Stockholders  shall give
the Seller the name of the third party making the Bona Fide Offer (the "Proposed
Acquirer")  and a copy of the Bona Fide Offer,  containing  all of the  material
terms and conditions thereof (the "Stockholder Notice").

            (b) The Seller  shall  have the  irrevocable  right (the  "Tag-Along
Right") to require the  Stockholders to arrange with the Proposed  Acquirer that
the Proposed  Acquirer  purchase from the Seller, on the same terms as set forth
in the Bona Fide Offer as applicable to the  Stockholders  in their  capacity as
shareholders  of Baltek,  that number of Seller's Shares (but not less than such
number of  Seller's  Shares)  which is equal to the product of (x) the number of
shares of Common  Stock  currently  owned by the Seller and (y) a fraction,  the
numerator if which is the number of shares of Common  Stock  proposed to be sold
by the  Stockholders  and the  denominator  of which is the  number of shares of
Common  Stock  (calculated  on a fully  diluted  basis)  currently  owned by the
Stockholders (the "Tag-Along Amount").

<PAGE>


            (c) The  Tag-Along  Right may be exercised by the Seller by delivery
of a  written  notice to the  Stockholders  within  twenty  (20)  calendar  days
following his receipt of the Stockholder  Notice stating that the Seller intends
to sell the  Tag-Along  Amount.  Failure to deliver a Tag-Along  Notice shall be
deemed  conclusive  of the Seller's  intent to decline to exercise his Tag-Along
Right.

            (d)  The  Seller's  Shares  (whether  all  or any  portion  thereof)
purchased by the Proposed  Acquirer pursuant to this Section 8 shall be paid for
at the same closing and upon the same terms and conditions,  including price, as
the shares of Common Stock sold by the Stockholders.

            (e) Any Seller's  Shares sold pursuant to the Tag-Along  Right shall
reduce  the  Installments  by the same  number of  Seller's  Shares,  applied in
inverse order of maturity.

         Section 9. Fiduciary Duties.  Nothing contained in this Agreement shall
be deemed  to  relieve  any  officer  of  director  of Baltek of any  applicable
fiduciary  duty with respect to any  transaction  described in or related to the
transactions  described in a Stockholder  Notice or with respect to the Seller's
Shares.
         Section  10.  Legends on Share  Certificates.  So long as the  Seller's
Shares remain subject to the  restrictions in this Agreement,  each  certificate
representing the Seller's Shares shall bear the following legends:

         THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED
UNDER  THE  SECURITIES  ACT OF 1933,  AS  AMENDED  (THE  "ACT"),  OR  UNDER  THE
SECURITIES  LAWS OF ANY STATE.  NO TRANSFER OF THIS  CERTIFICATE OR ANY INTEREST
HEREIN MAY BE MADE EXCEPT PURSUANT TO AN EFFECTIVE  REGISTRATION STATEMENT UNDER
THE ACT AND THE LAWS OF SUCH STATES  UNDER WHOSE LAWS A TRANSFER OF THE INTEREST
REPRESENTED HEREBY WOULD BE SUBJECT TO A REGISTRATION REQUIREMENT, UNLESS BALTEK
CORPORATION AND ITS COUNSEL HAVE RECEIVED A SATISFACTORY OPINION OF COUNSEL THAT
SUCH TRANSFER DOES NOT REQUIRE REGISTRATION UNDER THE ACT OR THE SECURITIES LAWS
OF SUCH STATES.

         THIS CERTIFICATE AND THE SHARES  REPRESENTED HEREBY MAY NOT DIRECTLY OR
INDIRECTLY BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF OR BE MADE THE SUBJECT OF A SECURITY INTEREST EXCEPT AS
PROVIDED IN THAT CERTAIN  AGREEMENT  DATED AS OF MARCH ____,  2001, BY AND AMONG
BALTEK  CORPORATION AND CERTAIN  STOCKHOLDERS OF BALTEK  CORPORATION,  A COPY OF
WHICH  AGREEMENT IS ON FILE AT THE OFFICE OF BALTEK  CORPORATION.  ANY PURPORTED
TRANSFER IN VIOLATION OF THAT AGREEMENT SHALL BE VOID.

         Section 11. Termination Right.  Notwithstanding  any other provision of
this  Agreement,  Seller shall have the right to terminate  this  Agreement,  by
written notice to Stockholders and Baltek,  at any time on or after December 31,
2005. Upon such termination,  Seller shall have no further  obligation and shall
be subject to no further restrictions as set forth in this Agreement.

         Section 12. Entire  Agreement.  This Agreement  constitutes  the entire
agreement among the parties hereto with respect to the subject matter hereof and
is intended as the complete and  exclusive  statement of the  agreement  and the
intention of the parties. This Agreement replaces any and all understandings and
agreements  among the parties  heretofore  with  respect to the  subject  matter
hereof.

         Section 13. Amendment;  Waiver;  Consent. This Agreement may be amended
only by a written  instrument  signed by all the  parties  hereto at the time of
such  amendment;  provided,  however,  that no such amendment  shall deprive any

<PAGE>

party  hereto of any right which has accrued  hereunder  prior to the  effective
date of such  amendment.  No waiver of any provision of this  Agreement,  and no
consent to any departure  therefrom,  shall in any event be effective unless the
same shall be in writing and signed by the parties hereto,  and then such waiver
or consent shall be effective only in the specific instance and for the specific
purpose for which given.

         Section 14. Notices. All notices,  demands, waivers, requests and other
communications  required or permitted to be given  hereunder shall be in writing
and shall be deemed to have been duly given when  delivered  in person,  or when
sent by telecopy  (with receipt  confirmed),  or on the fifth (5th) business day
after  posting  thereof by  registered or certified  mail,  with return  receipt
requested, pre-paid and addressed to any such parties at the following addresses
(or at such other  addresses  as the  parties  hereto may  designate  by written
notice in the manner aforesaid):


(a)             For Baltek:

                10 Fairway Court
                Northvale, New Jersey  07647


(a)             For the Stockholders:

                Jacques Kohn
                c/o Baltek Corporation
                10 Fairway Court
                Northvale, New Jersey  07647

                Jean Kohn
                c/o Baltek Corporation
                10 Fairway Court
                Northvale, New Jersey  07647


(a)             For the Seller:

                Bernard Kohn
                Maison de l'Horloge
                Grand Rue, 34800
                Villeneuvette
                FRANCE


         Section 15. Binding Effect. All of the covenants and agreements in this
Agreement  by or on behalf of any of the parties  hereto shall bind and inure to
the  benefit  of  their  respective   heirs,   guardians,   personal  and  legal
representatives, successors and assigns.

         Section 16.  Headings.  The  headings in this  Agreement  are  intended
solely  for  convenience  of  reference  and  shall be given  no  effect  in the
construction or interpretation of this Agreement.

         Section 17. Invalidity. In the event that one or more of the provisions
of this Agreement shall be invalid, illegal or unenforceable in any respect, the
validity,  legality and  enforceability  of the remaining  provisions  contained
herein shall not in any way be affected or impaired thereby.

         Section  18.  Governing  Law.This  Agreement  shall  be  construed  and
enforced  in  accordance  with,  and the rights of the parties  hereto  shall be
governed  by,  the laws of the State of New York;  provided,  however,  that the
fiduciary  duties of the  officers  and  directors  of Baltek  and the rights of
Seller as a  Stockholder  of Baltek  with  respect to Seller's  Shares  shall be
construed,  enforced,  and  governed  under  and by the  laws  of the  State  of
Delaware.

         Section 19. Counterparts. This Agreement may be executed in two or more
counterparts,  each of which shall be deemed an original, but all of which shall
constitute one and the same Agreement.


<PAGE>




         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.



                                                 BALTEK CORPORATION



                                                 By:
                                                    ----------------------------
                                                       Name:
                                                       Title:


                                                    ----------------------------
                                                    Jacques Kohn



                                                    ----------------------------
                                                    Jean Kohn


                                                    ----------------------------
                                                    Bernard Kohn