BALTEK CORP
<DOCUMENT>
<TYPE>EX-10.1.9
<SEQUENCE>5
<FILENAME>exhibit10-19.txt
<TEXT>

                                    TERM NOTE


$1,000,000.00                                           As of September 30, 2002


     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 promise to pay on or
before September 29, 2007 (the "Term Loan Maturity Date"), to the order of FLEET
NATIONAL BANK, a national banking association,  as successor-by-merger to Summit
Bank (the  "Bank"),  at the office of the Bank located at 208  Harristown  Road,
Glen Rock, 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  $1,000,000.00  pursuant to the terms,  conditions,  and
provisions  of this  Term  Note and 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, a Second  Amendment
to Revolving Loan and Security  Agreement dated as of December 31, 2000, a Third
Amendment to Revolving Loan and Security Agreement and Modification to Equipment
Line of Credit  Note dated as of  September  28,  2001,  a Fourth  Amendment  to
Revolving Loan and Security  Agreement  dated as of July 31, 2002, but effective
as of June 30,  2002,  and a Fifth  Amendment  to  Revolving  Loan and  Security
Agreement and the Other Loan  Documents  dated as of September 30, 2002,  all by
and among the Borrowers and the Bank, as such Loan and Security Agreement may be
further amended from time to time (collectively, the "Agreement"). Defined terms
used but not  expressly  defined  herein shall have the same  meanings when used
herein as set forth in the Agreement.

     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 at
the interest  rate(s)  provided for in Sections 2A.2 and 2A.3 of the  Agreement.
Interest  shall be  calculated  on the  basis of a 360-day  year for the  actual
number of days elapsed.

     Installments  of  accrued  interest  only shall be due and  payable  hereon
monthly,  with the first such  installment  being due and payable on November 1,
2002, 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 Term Note
shall have been paid in full.

     The Borrowers shall repay to the Bank the outstanding  principal balance of
this Term Note in sixty (60) equal consecutive monthly installments, each in the
amount of $16,666.66,  with the first such principal  installment  commencing on
November 1, 2002, and each succeeding  monthly principal  installment due on the
first day of each and every month  thereafter  up through and including the Term
Loan Maturity Date.  Notwithstanding any term,  condition,  or provision of this
Term Note or the Agreement to the  contrary,  on the Term Loan Maturity Date the
Borrowers  shall  repay to the  Bank any and all  amounts  then  outstanding  in
connection  with this Term  Note,  including,  without  limitation,  any and all
principal,  interest,  fees, costs, and other expenses, if any, due and owing to
the Bank.

                                       1

<PAGE>

     In the  event  that any  payment  due under  this  Term  Note  shall not be
received by Bank within ten (10) days of the due date, the 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 Term Loan available to the Borrowers, (ii) Bank would not have made the Term
Loan available to the Borrowers in the absence of the agreement of the Borrowers
to pay such late  charge,  and  (iii)  such  late  charge  in 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 Term 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.

     Subject to the provisions of Section 2.7 of the  Agreement,  this Term Note
may be prepaid,  in whole or in part, at one time or from time to time,  without
prepayment premium or fee.

     This Term Note is the "Term  Note"  referred to in the Fifth  Amendment  to
Revolving Loan and Security  Agreement and the Other Loan Documents  dated as of
September 30, 2002, and is secured by the Collateral  described in the Agreement
and the Guaranty Agreement.

     The Bank may declare this Term Note to be immediately due and payable if 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 Term 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 Term Loan  available to the  Borrowers;
(ii)  Bank  would  not have made the Term Loan  available  to the  Borrowers  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
Term Loan will not 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 Term Loan and (b)  compensation  to Bank for losses  that are
difficult to ascertain.

     This Term  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 Term Note or any part hereof be
collected  at law or in equity,  or in  bankruptcy,  receivership,  or any other
court  proceeding,  or should this Term Note be placed in the hands of attorneys
for  collection  upon default,  the  Borrowers  agree to pay, in addition to the
principal  and  interest  due  and  payable  hereon,  all  reasonable  costs  of
collecting  or  attempting  to  collect  this Term  Note,  including  reasonable
attorneys' fees and expenses and further including, without limitation, all post
judgment collection costs and expenses.

                                       2

<PAGE>

     This Term 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
Borrowers  under this Term 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 Term Note
hereby waive presentment,  demand of payment,  protest and notice of dishonor of
this Term Note.

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

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

     IN WITNESS  WHEREOF,  the undersigned have caused this Term Note to be duly
executed by their  respective  authorized  officers,  all as of the day and year
above written.

ATTEST:                                          BALTEK CORPORATION

/s/ Margot W. Kohn                               By: /s/ Jacques Kohn
-------------------------                        -------------------------------
Margot W. Kohn, Secretary                        Jacques Kohn, President


ATTEST:                                          CRUSTACEA CORPORATION

/s/ Margot W. Kohn                               By: /s/ Jacques Kohn
-------------------------                        -------------------------------
Margot W. Kohn, Secretary                        Jacques Kohn, President

                                       3

</TEXT>
</DOCUMENT>
