SECOND AMENDMENT TO REVOLVING LOAN AND SECURITY AGREEMENT

               THIS  REVOLVING  LOAN  AND  SECURITY  AGREEMENT  is  dated  as of
December  31,  2000,  and  is  by  and  among  BALTEK  CORPORATION,  a  Delaware
corporation  having  its  principal  executive  offices  at  10  Fairway  Court,
Northvale,  New Jersey 07647  ("Baltek") and CRUSTACEA  CORPORATION,  a Delaware
corporation  having its principal  executive  offices at 106  Stonehurst  Court,
Northvale,  New Jersey 07647  ("Crustacea")  (each a "Borrower" and collectively
the  "Borrowers")  and SUMMIT  BANK, a banking  institution  of the State of New
Jersey  having an office  located at 250 Moore  Street,  Hackensack,  New Jersey
07602 (the "Bank").

                               W I T N E S S E T H

         WHEREAS,  the Borrowers and the Bank entered into a Revolving  Loan and
Security  Agreement  dated as of December  21,  1999,  as amended by virtue of a
certain First  Amendment to Revolving  Loan and Security  Agreement  dated as of
September  30, 2000 (the "Loan  Agreement")  which Loan  Agreement  relates to a
certain  Revolving Credit Note of even date with the Loan Agreement,  which note
was amended by virtue of a certain Substitute  Revolving Credit Note dated as of
September 30, 2000 (the "Note"); and

         WHEREAS,  the Borrowers  have requested that the Bank: (a) increase the
amount due on the Note to  $16,500,000  Dollars and extend the maturity  date of
the Note and Loan  Agreement  through and including  December 31, 2003;  and (b)
make  available to the Borrowers an Equipment  Line of Credit Note in the amount
of  $1,000,000  Dollars (the "Line of Credit  Note"),  evidenced by an Equipment
Line of Credit Note of even date herewith; and

         WHEREAS,  the Bank is willing to grant the Borrowers such extension and
Line of Credit Note upon the condition that,  among other things,  the Borrowers
duly execute this Agreement.

         NOW  THEREFORE,  in  consideration  of  the  premises  and  the  mutual
covenants contained herein, and for other good and valuable  consideration,  the
receipt and sufficiency of which are hereby acknowledged,  the parties hereto do
hereby agree as follows:

WITH RESPECT TO THE NOTE:

         1. Definitions.  Except as otherwise  defined herein,  terms defined in
the Loan Agreement shall have the same meaning when used herein.

         2. Amendment of Loan Agreement. The Loan Agreement is hereby amended as
follows:

            (a).  Section  1.1 is  hereby  amended  so that  the  definition  of
"Maturity  Date" with respect to the Note is hereby amended to mean December 31,
2003.
            (b).  Section 1.1 of the Loan Agreement is hereby further amended to
include the following:

         "Borrowing  Base"  shall mean at any time,  an amount (in any event not
less than  zero)  equal to: (i) the sum of:  (A)  eighty  five (85%)  percent of
Eligible Accounts Receivable; and (B) in the case of Baltek, fifty (50%) percent
of Eligible  Inventory;  and in the case of  Crustacea,  sixty (60%)  percent of
Eligible Inventory.

         "Borrowing Base Certificate" shall mean a full and complete certificate
in the  form  approved  by the  Bank,  certified  as  true  and  correct  by the
Borrower's President or Chief Financial Officer.

               "Eligible Account  Receivable"  shall mean an Account  Receivable
that meets all of the following  requirements as of its date of invoice or other
origination  date and  continues  to meet  the  following  requirements  for all
periods  of  time  thereafter  until  collected:



<PAGE>

            (i)  such  Account  Receivable   represents  a  complete  bona  fide
transaction which requires no further act under any circumstances on the part of
the Borrower to make such Account Receivable payable by the Account Debtor;

            (ii) such domestic Account  Receivable of Baltek shall not be unpaid
more than  ninety one (91) days from its date of  invoice  or other  origination
date, and in the case of Crustacea,  all domestic accounts  receivable less than
30 days past due with usual reserves;

            (iii) if applicable,  the goods, the sale of which gave rise to such
Account  Receivable,  were  shipped or  delivered  to the  Account  Debtor on an
absolute sale basis and not on a bill and hold sale basis,  a  consignment  sale
basis, a progress  basis, a guaranteed sale basis, a sale or return basis, or on
the basis of any other similar understanding, and no part of such goods has been
returned or rejected; provided, however, that in the event any credit is granted
by the Borrower,  in the ordinary course of business,  with respect to a portion
of an Account  Receivable,  the amount of such Account  Receivable  which is not
subject to such credit shall  constitute an Eligible  Account  Receivable if the
Account Receivable is otherwise an Eligible Account Receivable;

            (iv) such Account Receivable is not evidenced by chattel paper or an
instrument of any kind;

            (v) the Account Debtor, with respect to such Account Receivable,  is
not, to the best of the  Borrower's  knowledge,  insolvent or the subject of any
bankruptcy or insolvency  proceedings of any kind or of any other  proceeding or
action, which might foreseeably have a materially adverse effect on the business
of such Account Debtor or is not, in the reasonable  discretion of Bank,  deemed
ineligible for credit for any other reason;

            (vi) if such  Account  Receivable  arises  from the  performance  of
services,  such  services  have been fully  rendered and approved by the Account
Debtor with respect thereto;

            (vii)  to  the  best  of  the  Borrower's  knowledge,  such  Account
Receivable (or portion thereof  determined  under  subdivision  (iii) above is a
valid, legally enforceable obligation of the Account Debtor with respect thereto
and is not subject to any (a) present, (b) contingent, and/or (c) no facts exist
which are the basis for any future,  offset or  counterclaim or other defense on
the part of such Account  Debtor,  including,  without  limitation,  any account
payable  owing by the  Borrower to such  Account  Debtor;

            (viii)  such  Account  Receivable  shall be  subject  to a valid and
perfected first priority security interest in favor of the Bank;

            (ix) such  Account  Receivable  is  evidenced by an invoice or other
documentation in form and substance acceptable to the Bank;

            (x)  such  Account  Receivable  is  not  subject  to  any  provision
prohibiting  its  assignment  or  requiring  notice  of,  or  consent  to,  such
assignment;

            (xi) if applicable, the goods giving rise to such Account Receivable
were not, at the time of the sale thereof, subject to any Lien, except Permitted
Liens;

            (xii) if the  Account  Debtor  with  respect  thereto  is the United
States  or any  department,  agency or  instrumentality  thereof,  such  Account
Receivable  shall have been  assigned  to the Bank in full  compliance  with all
applicable laws and regulations, including the Assignment in Claims Act of 1940,
as amended;

            (xiii) the Account Debtor with respect  thereto is domiciled  within
the United States of America or, if the Account  Debtor with respect  thereto is
not domiciled  within the United States of America,  such Account  Receivable is
secured by credit  insurance in form and substance  satisfactory  to the Bank in
its sole and absolute discretion;

            (xiv) such Account  Receivable does not arise out of any transaction
with any  affiliate of the Borrower or any Person under common  control with the
Borrower;

            (xv) such Account Receivable is not due from an Account Debtor where
more than fifty (50%) percent of the total Accounts Receivable from such Account
Debtor are not Eligible Accounts Receivable; and

            (xvi) such  Account  Receivable  that does not exceed  thirty  (30%)
percent of the aggregate total Accounts Receivable from all Account Debtors.

            "Eligible Inventory" shall mean Inventory,  as reported monthly on a
"first-in-first-out" basis, which is:

            (i)  owned  by  a  Borrower  and  not  purchased  or  acquired  on a
consignment, approval or sale or return basis;

            (ii)  subject  to a valid  and  perfected  first  priority  security
interest in favor of the Bank;

            (iii)  fully  and  adequately  insured,  with the  Bank  named as an
additional insured and loss payee as provided herein;

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<PAGE>


            (iv) not unsalable, damaged or obsolete as the Bank shall reasonably
determine;

            (v) located within or in transit to the continental United States at
a location  with respect to which the Bank shall have  obtained a duly  executed
landlord's waiver or other such similar documentation, all in form and substance
satisfactory  to the Bank;  and (vi) not aged more than one hundred eighty (180)
days from its purchase date.

         "EBITDA" shall mean consolidated  operating  income,  plus consolidated
depreciation and amortization.

         "Intangible   Assets"  shall  mean   goodwill,   patents,   trademarks,
tradenames,   copyrights,   franchises,   experimental  expenses,   organization
expenses,  amortized  debt  discount and expense,  deferred  assets  (other than
prepaid insurance and prepaid taxes as well as deferred  cultivation costs), the
excess cost of shares over book value of related  assets,  and such other assets
as are properly  defined as  "intangible  assets" in accordance  with  generally
accepted accounting principles.

         "Minimum  Tangible  Net Worth"  shall  mean net worth  less  intangible
assets.

         "Net Worth" shall mean the excess of assets over liabilities.


         3. Substitute Note.  Concurrently  herewith, the Borrower shall execute
and deliver to the Bank a Second  Substitute  Revolving Credit Note (the "Second
Substitute  Note")  which  shall  supersede,  and be in  substitution  for,  the
original  Revolving  Credit  Note dated as of  December  21, 1999 as well as the
Substitute  Note dated as of September 30, 2000 (the "Original  Note")  executed
and delivered  pursuant to the  provisions of paragraph 2 of the Loan  Agreement
and shall be the "Note" as defined and  described in the Loan  Agreement for all
purposes.  It is expressly agreed that the execution and delivery of such Second
Substitute Note shall not evidence or represent a refinancing, repayment, accord
or satisfaction or novation of the indebtedness evidenced by the Original Note.

         4. Representations and Warranties. In order to induce the Bank to enter
into this  Agreement  and amend  the Loan  Agreement  as  provided  herein,  the
Borrowers hereby represent and warrant to the Bank that:

            (a) Except as otherwise disclosed in writing to the Bank, all of the
representations  and warranties of the Borrowers set forth in the Loan Agreement
are true,  complete and correct in all  material  respects on and as of the date
hereof with the same force and effect as if set at length herein.


            (b)  No  Default  or  Event  of  Default  presently  exists  and  is
continuing on and as of the date hereof.

            (c) Except as otherwise  disclosed in writing to the Bank, since the
date of the Borrowers' most recent financial  statements  delivered to the Bank,
no material  adverse change has occurred in the business,  assets,  liabilities,
financial condition or results of operations of the Borrowers,  and no event has
occurred  or failed  to occur  which has had a  material  adverse  effect on the
business, assets,  liabilities,  financial condition or results of operations of
the Borrowers.

            (d) The Borrowers have full power and authority to execute,  deliver
and perform any action or step which may be  necessary to carry out the terms of
this Agreement and all other agreements,  documents and instruments executed and
delivered by the  Borrowers to the Bank  concurrently  herewith or in connection
herewith (collectively,  the "Amendment Documents");  each Amendment Document to
which the  Borrowers  are a party has been duly  executed  and  delivered by the
Borrowers  and is the  legal,  valid and  binding  obligation  of the  Borrowers
enforceable in accordance with its terms, subject to any applicable  bankruptcy,
insolvency,  general  equity  principles  or other  similar laws  affecting  the
enforcement of creditor's rights generally.

            (e)  The  execution,  delivery  and  performance  of  the  Agreement
Documents will not (i) violate any provision of any existing law, statute,  rule
regulation or ordinance (ii) conflict with,  result in a breach of or constitute
a default under (a) the certificate of incorporation or by-laws of the Borrowers
or  (b)  any  order,  judgment,  award  or  decree  of any  court,  governmental

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<PAGE>

authority, bureau or agency, or (c) any mortgage,  indenture, lease, contract or
other  agreement or  undertaking  to which the Borrowers are a party or by which
the Borrowers or any of their properties or assets may be bound, or (iii) result
in the  creation or  imposition  of any lien or other  encumbrance  upon or with
respect  to any  property  or asset  now  owned  or  hereafter  acquired  by the
Borrowers.

            (f) No  consent,  license,  permit,  approval or  authorization  of,
exemption by, notice to, report to, or registration,  filing or declaration with
any person is required in connection with the execution,  delivery,  performance
or validity of the Amendment Documents or the transactions contemplated thereby.

            (g) The Borrowers agree to pay to the Bank, in two (2) installments,
the first due June 1, 2001 and the second due December 31, 2001, each in the the
sum of $41,250.00 in  reimbursement  for all costs and expenses  incurred by the
Bank  in  connection   with  the  Amendment   Documents  and  the   transactions
contemplated  therein, as well as an amount not exceeding Five Thousand ($5,000)
Dollars for legal fees and costs associated with the Amendment  Documents and an
amount not to exceed five thousand  ($5,000)  Dollars for costs  associated with
any audit done by the Bank in connection with this loan.

WITH RESPECT TO THE LINE OF CREDIT NOTE

         1. All of the terms and  conditions  of the Loan  Agreement  are hereby
specifically  incorporated  into, and made part of, the Line of Credit Note, and
all  of the  terms  and  conditions  of the  Line  of  Credit  Note  are  hereby
specifically  incorporated  into, and made part of, the Loan  Agreement.  In the
event of an  inconsistency  between the terms of the Loan Agreement and the Line
of Credit Note, the terms of the Line of Credit Note shall control.

         2. Definitions.  Except as otherwise  defined herein,  terms defined in
the Loan Agreement shall have the same meaning when used herein.


         3.  Section  2.3 of the Loan  Agreement  is  amended to  provide:

         "The  indebtedness  of the  Borrowers  to the Bank with  respect to the
Advances made from time to time hereunder  shall be evidence by: (a) a revolving
credit  note (the  "Note"),  made  payable to the Bank,  dated the date  hereof,
signed by the Borrowers and delivered to the Bank;  and (b) an Equipment Line of
Credit Note dated December 31, 2000 in the principal  amount of $1,000,000  (the
"Line of Credit Note").  All Advances made by the Bank to the Borrowers shall be
noted by the Bank on the  reverse  side or last page of the Note  and/or Line of
Credit  Note as  indicated  thereon,  and the Bank is  authorized  to make  such
notations  which  shall  be  prima  facia  evidence  of  the  principal   amount
outstanding thereunder at any time, provided,  however, that any failure to make
such a notation (or any errors in notation) shall not limit or otherwise  affect
the  obligation of the  Borrowers  hereunder or under the Note or Line of Credit
Note, which is and shall remain absolute and unconditional.

         4. Section 2.17 of the Loan Agreement shall not be applicable to the
Line of Credit Note.

         5. Section 1.1 is hereby  amended so that the  definition  of "Maturity
Date"  with  respect  to the Line of  Credit  Note is the one  year  anniversary
thereof.

         6. Proceeds  borrowed  pursuant to the Line of Credit Note will be used
for expenditures made within the continental United States Only.


WITH RESPECT TO BOTH THE NOTE AND LINE OF CREDIT NOTE:

         1. The  definition of  "Guarantor" in section 1.1 of the Loan Agreement
is amended to include  Baltek  International  Corporation  and Baltek  Mercosur,
L.L.C.

         2. Section 2.1 of the Loan  Agreement is replaced  with the  following:
"Advances.  From time to time,  during the period from January 1, 2001 until the
Maturity  Date,  provided no Default and/or Event of Default shall have occurred
and be  continuing  (in which  event the Bank shall have no  obligation  to make
loans in accordance with the terms and provisions of the Loan Agreement), in the

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<PAGE>

manner hereinafter set forth, the Borrowers may borrow,  repay and reborrow from
the Bank and, upon request of the  Borrowers  and upon the terms and  conditions
contained herein as well in the Second Substitute Revolving Credit Note and Line
of Credit Note, respectively, the Bank agrees to make loans to the Borrowers (a)
under the Second  Substitute  Revolving Credit Note in such amounts which,  when
added to the outstanding  principal  amount of the Second  Substitute  Revolving
Credit Note and Line of Credit Note theretofore made pursuant to this Agreement,
will not exceed the Borrowing Base and (b) under the Line of Credit Note in such
amounts which,  when added to the  outstanding  principal  amount of the Line of
Credit Note,  theretofore  made pursuant to this Agreement,  will not exceed One
Million ($1,000,000) Dollars"

         3.  Section 5.2 of the Loan  Agreement  is amended to provide  that the
proceeds made available to them pursuant to the terms of the Line of Credit Note
shall be used to finance the purchase of equipment.

         4. Section 5.8 of the Loan  Agreement is amended to add 5.8(iii)  which
provides: "A quarterly covenant compliance report."

         5.  Section  5.10 of the Loan  Agreement  is amended  to  provide  that
Crustacea shall maintain,  for the term of the Note, its credit insurance on all
accounts receivable.

         6.  Section  5.13 of the Loan  Agreement  is  amended to  provide:

         The Borrowers shall not (a) sell, transfer,  assign, lease or otherwise
dispose of  (whether  in one  transaction  or a series of  transactions)  all or
substantially all of its assets (whether now owned or hereafter acquired) or (b)
consolidate  with or merge into any other  corporation or permit any corporation
to merge into it where the combined purchase value of such merger or acquisition
is greater than  $6,000,000  without the prior written  consent of the Bank; (c)
consolidate  with or merge into any other  corporation or permit any corporation
to merge into it where the combined purchase value of such merger or acquisition
is less than $6,000,000 unless (i) such Borrower is the surviving entity of such
merger or consolidation,  (ii) the Bank receives pro forma financial  statements
from an independent  certified  public  accountant  satisfactory  to the Bank to
reflect such merger or consolidation,  and such pro forma statements set forth a
Tangible  Net Worth of the  Borrowers  which  equals or exceeds the Tangible Net
Worth of the Borrowers prior to such event, (iii) no Default or Event of Default
shall  occur as a result of and after  giving  effect to such event and (iv) the
security  interest of the Bank in the Collateral  (and the priority  position of
the Bank with respect thereto) shall not be affected,  diminished or impaired in
any way.

         7. A new  section  (Section  5.23)  of the Loan  Agreement  is added to
provide:

         During the term of the Note, neither Borrower shall issue any dividends
which, in the aggregate, exceed such Borrower's current year net income.

         8. A new  section  (Section  5.24)  of the Loan  Agreement  is added to
provide:

         Commencing  January 1, 2001 and during the term of the Note, Baltek and
its subsidiaries  shall maintain a combined Minimum Tangible Net Worth of Thirty
Three Million Five Hundred Thousand  ($33,500,000)  Dollars with annual step ups
of One Million Two Hundred and Fifty Thousand ($1,250,000) Dollars.

         9. A new  section  (Section  5.25)  of the Loan  Agreement  is added to
provide:

         Debt Service Coverage Ratio.  Commencing January 1, 2001 and during the
term of the Note,  the  Borrowers,  on a  consolidated  basis,  shall not cause,
suffer or permit its Debt Service Coverage Ratio (as hereinafter  defined) to be
less than 1.25 to 1 measured  quarterly,  on a rolling four quarter basis. "Debt
Service  Coverage  Ratio"  shall mean the ratio of (i) EBITDA,  less cash taxes,
dividends and cash capital expenditures, to (ii) the sum of: (a) Current Portion
of Long Term Indebtedness (as hereinafter  defined) and (b) interest expense for
the last twelve (12) months.  "Current Portion of Long Term Indebtedness"  shall
mean that portion of the Obligor's Long Term Indebtedness due and payable within
the last twelve (12) months,  determined in accordance  with generally  accepted
accounting principles.

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<PAGE>


         10.  Baltek shall be entitled to guarantee  loans made to Baltek SA and
Baltek Limited which, in the aggregate,  do not exceed  $1,000,000 and to assist
Baltek SA and Baltek Limited in obtaining such loans.

         11. No Change.  Except as expressly set forth herein,  all of the terms
and provisions of the Loan Agreement shall continue in full force and effect.


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly  authorized  officers as of
the day and year first above written.

ATTEST:                                     BALTEK CORPORATION



By:                                         By:
   ---------------------------------           ---------------------------------
   Ronald Tassello, Treasurer                  Name: Jacques Kohn
                                               Title:President



ATTEST:                                     CRUSTACEA CORPORATION


By:                                         By:
   ---------------------------------           ---------------------------------
   Ronald Tassello, Treasurer                  Name:Jacques Kohn
                                               Title: President