<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>6
<FILENAME>e16591ex_4.txt
<DESCRIPTION>ADVISORY FEE AGREEMENT
<TEXT>
                                                                  Execution Copy

                             ADVISORY FEE AGREEMENT

      This Advisory Fee Agreement is made as of December 26, 2003 by and between
PHIBRO ANIMAL HEALTH CORPORATION  (formerly known as Philipp Brothers Chemicals,
Inc.), a New York corporation  ("Phibro"),  and PRINCE MINERAL COMPANY,  INC., a
Delaware corporation ("Acquisition Company").

      WHEREAS, Acquisition Company desires to avail itself, for the term of this
Agreement, of the expertise of Phibro; and

      WHEREAS,  Phibro is willing to provide the Services to Acquisition Company
as herein set forth.

      NOW, THEREFORE,  in consideration of the mutual agreements hereinafter set
forth and other good and  valuable  consideration,  the  receipt,  adequacy  and
sufficiency of which is hereby  acknowledged,  the parties  hereto  covenant and
agree as follows:

      ss.1.  Services.  (a)  During  the term of this  Agreement,  upon  written
request of Acquisition  Company,  Phibro shall render to Acquisition Company, by
and through itself, its affiliates and their respective officers,  employees and
representatives   the  services   described   on  Schedule  1  attached   hereto
(collectively, the "Services").

      (b) Upon  request of  Acquisition  Company,  Phibro will  provide up to 90
hours of Services per calendar  quarter during the first Contract Year, up to 40
hours of Services per calendar quarter during the second Contract Year and up to
20 hours of Services per calendar quarter during the third Contract Year. Except
as set forth below, if during any calendar quarter  Acquisition Company requests
Services  that do not  exceed the  applicable  hourly  limits for such  calendar
quarter and Phibro for any reason is unable to provide such Services, the number
of hours of such requested  Services that were not provided during such calendar
quarter  shall be carried  forward and shall  increase the hourly limits for the
immediately  succeeding calendar quarter. The parties acknowledge and agree that
value of the  Services  to be provide  hereunder  exceed the hourly rate for the
Services  determined pursuant hereto, and therefore  Acquisition  Company's sole
remedy  with  respect  to any  requested  Services  that  are  not  provided  in
accordance  with the terms of this Agreement shall be the right to seek specific
performance  of such  Services.  If the  number  of hours of  Services  that are
requested by Acquisition  Company  during any calendar  quarter is less than the
hourly limit for Services  during such  calendar  quarter,  Acquisition  Company
shall have no right to such  unused and  unrequested  hours of  Services  in any
future  calendar  quarter.  Phibro will not be required to provide any amount of
Services in excess of the hourly  limits  described  above  during any  calendar
quarter.  If at any time Phibro believes that Acquisition  Company is requesting
Services that are or will be in excess of the applicable  hourly limits,  Phibro
shall  promptly  notify  Acquisition  Company of such event and of the time when
such limits will be met.  The  Additional  Fees  provided  for  hereunder  shall
commence for Services after such time.  Within 20 days following the end of each
calendar  month,  Acquisition  Company  shall  provide  Phibro  with a statement
indicating  its  calculation  of the number of hours of Services  provided under
this Agreement during such month.  Notwithstanding the foregoing, within two (2)
business  days  following the end of any calendar  quarter in which  Acquisition
Company  requests  Services that do not exceed the applicable  hourly limits for
such  calendar  quarter  and Phibro  for any  reason is


<PAGE>

unable to provide such Services,  Acquisition  Company shall provide Phibro with
written  notice of the number  hours of such  requested  Services  that were not
provided;  provided,  however, if Acquisition Company shall fail to provide such
notice within such time period,  the number of hours of such requested  Services
that were not provided during such calendar quarter shall not be carried forward
and shall not increase the hourly limits for the immediately succeeding calendar
quarter.  Acquisition  Company  acknowledges  that Phibro may  provide  Services
hereunder  during  such  times and using  such  means of  communications  as are
convenient for the  individuals  designated by Phibro to provide these Services,
and shall in any event not be  required  to provide  services  outside of normal
business hours. If Acquisition Company requires Services in excess of the hourly
limits  described  above for any  calendar  quarter (the  "Additional  Requested
Services"), Phibro shall be entitled to additional compensation (the "Additional
Fees") for such Services at an hourly rate of $2,700 per hour.

      (c) Phibro shall not have any liability to  Acquisition  Company for or in
connection  with the  Services  provided by Phibro  pursuant to this  Agreement,
except for any such liabilities  arising out of the willful  misconduct or gross
negligence of Phibro.

      ss.2.  Advisory  Fees.  (a) In  consideration  of the Services  within the
hourly  limits  contemplated  by Section 1,  Acquisition  Company  shall pay the
following  fees to Phibro  (the  "Advisory  Fees")  for each  Contract  Year (as
defined  below):  (i) $1,000,000 for the first Contract Year;  (ii) $500,000 for
the second  Contract  Year;  and (iii) $200,000 for the third Contract Year. The
Advisory  Fees set forth in this  paragraph  (a) for each Contract Year shall be
payable to Phibro in arrears in quarterly installments in the amounts and on the
dates set forth on Exhibit A attached hereto.

      (b) In consideration  of the Additional  Requested  Services,  Acquisition
Company shall pay the Additional Fees to Phibro within 30 days following the end
of the calendar quarter in which the applicable Services are rendered.

      (c)  Acquisition  Company shall pay to Phibro  interest at the rate of two
percent  (2.0%) over the "base rate" as announced by Citibank  N.A.  (determined
and calculated on a daily basis) or the maximum  permitted by law,  whichever is
less,  on all overdue  amounts of any  installment  payment from the due date of
such  installment  until the installment is paid in full. Such interest shall be
due and payable upon demand.

      (d) Acquisition  Company's  payment  obligations  under this Agreement are
absolute  and  unconditional  and  shall not be  subject  to any  diminution  by
set-off, abatement,  counterclaim,  withholding, deduction or otherwise, whether
in connection with or arising out of this Agreement or any other agreement among
or between the parties or their affiliates.

      ss.3. Reimbursements.  In addition to the Advisory Fees and the Additional
Fees payable pursuant to this Agreement,  Acquisition Company shall pay directly
or reimburse Phibro for its out-of-pocket expenses, that are approved in writing
by Acquisition Company.  All reimbursements for Out-of-Pocket  Expenses shall be
made promptly upon or as soon as practicable  after  presentation by Acquisition
Company to Phibro of a written statement and appropriate  documentation thereof,
but in no event later than fifteen (15) days after presentation. Anything to the
contrary notwithstanding,  in no event shall Acquisition Company be obligated to
make any  expense  reimbursements  under  this  Agreement  except in  respect of
services that are requested and actually performed pursuant to Section 1.


                                       2
<PAGE>

      ss.4.  Indemnification.   Acquisition  Company  will  indemnify  and  hold
harmless  Phibro,  its affiliates and their  respective  stockholders,  partners
(both general and limited),  members (both  managing and  otherwise),  officers,
directors,  employees,  agents and  representatives  (each such person  being an
"Indemnified  Party")  from and  against any and all  losses,  claims,  damages,
liabilities,  costs and expenses,  whether joint or several (the "Liabilities"),
related to,  arising out of or in  connection  with the advisory and  consulting
services contemplated by this Agreement or the engagement of Phibro pursuant to,
and the performance by Phibro of the services  contemplated  by, this Agreement,
whether or not pending or threatened,  whether or not an Indemnified  Party is a
party,  whether or not  resulting in any liability and whether or not an action,
claim, suit,  investigation or proceeding is initiated or brought by Acquisition
Company,  provided,   however,  that  the  foregoing  shall  not  apply  to  any
Liabilities arising directly or indirectly out of any disclosure or reporting by
any  Indemnified  Party  of the  arrangements  contemplated  hereby,  or any tax
obligations  of any  Indemnified  Party in  respect of any  payments  hereunder.
Acquisition  Company will  reimburse any  Indemnified  Party for all  reasonable
costs and expenses (including  reasonable  attorneys' fees and expenses) as they
are incurred in connection with investigating, preparing, pursuing, defending or
assisting in the defense of any action, claim, suit, investigation or proceeding
for which the Indemnified Party would be entitled to  indemnification  under the
terms of the previous  sentence,  or any action or proceeding arising therefrom,
whether or not such Indemnified Party is a party thereto; provided that, subject
to the following  sentence,  Acquisition Company shall be entitled to assume the
defense  thereof  at  their  own  expense,  with  counsel  satisfactory  to such
Indemnified Party in its reasonable judgment.  Any Indemnified Party may, at its
own expense,  retain separate counsel to participate in such defense; and in any
action,  claim,  suit,  investigation  or proceeding  in which both  Acquisition
Company and or one or more of its  subsidiaries or both, on the one hand, and an
Indemnified  Party, on the other hand, is, or is reasonably  likely to become, a
party, such Indemnified Party shall have the right to employ separate counsel at
the  expense  of  Acquisition  Company  and to control  its own  defense of such
action,  claim, suit,  investigation or proceeding if, in the reasonable opinion
of counsel to such  Indemnified  Party, a conflict or potential  conflict exists
between the Palladium Parties or one or more of their subsidiaries or affiliates
or both, on the one hand, and such  Indemnified  Party,  on the other hand, that
would make such separate  representation  advisable.  Acquisition Company agrees
that  it  will  not,  without  the  prior  written  consent  of  the  applicable
Indemnified Party, settle, compromise or consent to the entry of any judgment in
any pending or  threatened  action,  claim,  suit,  investigation  or proceeding
relating to the matters contemplated hereby (if any Indemnified Party is a party
thereto  or  has  been  threatened  to be  made a  party  thereto)  unless  such
settlement,  compromise  or consent  includes  an  unconditional  release of the
applicable Indemnified Party and each other Indemnified Party from all liability
arising or that may arise out of such  action,  claim,  suit,  investigation  or
proceeding. Provided Acquisition Company is not in breach of its indemnification
obligations hereunder, no Indemnified Party shall settle or compromise any claim
subject to indemnification hereunder without the consent of Acquisition Company.
Acquisition  Company  will not be  liable  under the  foregoing  indemnification
provisions with respect to any  Indemnified  Party, to the extent that any loss,
claim, damage,  liability,  cost or expense is determined by a court, in a final
judgment from which no further appeal may be taken,  to have resulted  primarily
from the gross  negligence  or willful  misconduct  of Phibro.  Anything  to the
contrary notwithstanding,  in no event shall Acquisition Company be liable under
the foregoing indemnification  provisions except in respect of services that are
actually performed pursuant to Section 1.

      ss.5. Accuracy of Information.  Acquisition Company shall furnish or cause
to be furnished to Phibro such information as Phibro believes appropriate to its
assignment  (all  such


                                       3
<PAGE>

information  so  furnished  being  the   "Information").   Acquisition   Company
recognizes  and  confirms  that  Phibro (i) will use and rely  primarily  on the
Information and on information available from generally recognized public course
in  performing  the  services  contemplated  by this  Agreement  without  having
independently  verified the same;  (ii) does not assume  responsibility  for the
accuracy or  completeness of the  Information  and such other  information;  and
(iii) is entitled to rely upon the Information without independent verification.

      ss.6.  Permissible  Activities.  Subject to applicable  law, and except as
otherwise  provided in that  certain  Purchase  and Sale  Agreement of even date
among  Phibro,  Prince Mfg LLC, The Prince  Manufacturing  Company,  Acquisition
Company and the Investor Stockholders party thereto, nothing herein shall in any
way preclude Phibro,  its affiliates or their respective  partners (both general
and  limited),  members  (both  managing and  otherwise),  officers,  directors,
employees, agents or representatives from engaging in any business activities or
from  performing  services  for its or their own  account or for the  account of
others,  including for companies  that may be in  competition  with the business
conducted by Acquisition Company.

      ss.7.  Additional  Services.  Nothing herein  contained shall be deemed to
prevent Acquisition  Company and Phibro from entering into agreements  regarding
the provision of additional services by Phibro and its affiliates to Acquisition
Company, which services may be outside the scope of the Services provided for in
this Agreement,  and for which Phibro and its affiliates may receive  additional
reasonable compensation.

      ss.8. Term. This Agreement shall begin January 1, 2004 and end on December
31, 2006. For purposes of this Agreement, the term "Contract Year" means the one
(1) year period  beginning on January 1, 2004 or any one (1) year period  during
the Term  beginning on January 1; provided that Section 3 shall remain in effect
with  respect  to  Out-of-Pocket  Expenses  required  to be paid  hereunder  and
incurred  prior to the  termination of this Agreement and Section 2 shall remain
in effect with  respect to Advisory  Fees and  Additional  Fees and  interest on
overdue  installment  of Advisory  Fees or  Additional  Fees required to be paid
hereunder until payment in full of all Advisory Fees and Additional Fees payable
in  respect  of any  period  prior to the  termination  of this  Agreement.  The
provisions  of Sections 4, 6, 9 and 10 shall  survive  the  termination  of this
Agreement

      ss.9.  Confidentiality.  Except as  contemplated by the terms hereof or as
required by applicable law or legal process,  Phibro shall keep confidential all
material  non-public  information  provided  to  it  by or  at  the  request  of
Acquisition  Company, and shall not disclose such information to any third party
or to any of its employees or advisors except to those person who have a need to
know  such   information  in  connection   with  Phibro's   performance  of  its
responsibilities hereunder.

      ss.10. Miscellaneous.

            (a)  Governing  Law;  Jurisdiction;   Waiver  of  Jury  Trial.  This
Agreement  shall be governed by, and construed in accordance  with,  the laws of
the State of New  York.  No suit,  action or  proceeding  with  respect  to this
Agreement may be brought in any court or before any similar authority other than
in a court of competent  jurisdiction  in the State of New York, and the parties
hereto submit to the exclusive  jurisdiction  of these courts for the purpose of
such suit,  proceeding or judgment.  The parties  hereto  irrevocably  waive any
right which they may have to bring such an action in any other  court,  domestic
or foreign,  or before any similar  domestic


                                       4
<PAGE>

or foreign authority. Each of the parties hereto irrevocably and unconditionally
waives  trial by jury in any legal  action or  proceeding  in  relation  to this
Agreement and for any counterclaim therein.

            (b) Successors and Assigns;  Assignment.  Neither this Agreement nor
any of the rights,  interests or obligations hereunder may be assigned by any of
the  parties  hereto,  in  whole  or in part  (whether  by  operation  of law or
otherwise),  without the prior  written  consent of the other  parties,  and any
attempt to make any such assignment without such consent shall be null and void.
Subject to the preceding sentence, this Agreement will be binding upon, inure to
the benefit of and be enforceable by the parties and their respective successors
and assigns.

            (c) Entire Agreement;  Third Parties. This Agreement constitutes the
entire  agreement and supersedes all prior agreements and  understandings,  both
written and oral, between the parties with respect to the subject matter hereof.
This  Agreement  shall be binding  upon and inure  solely to the  benefit of the
parties hereto, and nothing in this Agreement,  express or implied,  is intended
to confer upon any other person any right, benefit or remedy of any nature under
or by reason of this Agreement.

            (d)  Severability.  If any term or  provision  of this  Agreement is
invalid, illegal or incapable of being enforced by any law or public policy, all
other terms and provisions of this Agreement shall  nevertheless  remain in full
force and effect so long as the economic or legal substance of the  transactions
contemplated  hereby is not  affected  in any manner  materially  adverse to any
party.  Upon such  determination  that any term or other  provision  is invalid,
illegal or incapable of being  enforced,  the parties hereto shall  negotiate in
good faith to modify this  Agreement so as to effect the original  intent of the
parties  as  closely  as  possible  in an  acceptable  manner in order  that the
transactions  contemplated hereby are consummated as originally  contemplated to
the greatest extent possible.

            (e) Amendment and Waiver.  This Agreement may be amended only by the
written  consent of all the parties hereto.  Any waiver,  consent or approval of
any kind by any party hereto of any breach,  default or noncompliance under this
Agreement  or any waiver by such party of any  provision  or  condition  of this
Agreement  must be in writing and is effective  only to the extent  specifically
set forth in such writing.

            (f) Delays or  Omissions.  It is agreed that no delay or omission to
exercise  any right,  power or remedy  accruing  to any party,  upon any breach,
default or noncompliance by another party under this Agreement, shall impair any
such right,  power or remedy,  nor shall it be  construed  to be a waiver of any
such breach, default or noncompliance,  or any acquiescence therein, or of or in
any similar breach, default or noncompliance thereafter occurring. All remedies,
either under this Agreement,  by law, or otherwise  afforded to any party, shall
be cumulative and not alternative.

            (g) Notices. All notices required or permitted hereunder shall be in
writing and shall be deemed effectively given: (a) upon personal delivery to the
party to be  notified;  (b) when sent by  confirmed  telex or  facsimile if sent
during normal business hours of the recipient, if not, then on the next business
day; (c) five  calendar  days after having been sent by  registered or certified
mail, return receipt requested,  postage prepaid;  or (d) one business day after
deposit with a nationally  recognized  overnight  courier,  specifying  next day
delivery,  with written  verification of receipt.  All  communications are to be
sent to the addresses set forth below:


                                       5
<PAGE>

            If to Phibro:

                             Phibro Animal Health Corporation
                             One Parker Plaza
                             Fort Lee, New Jersey 07024
                             Tel: (201) 944-6020
                             Fax: (201) 944-5937
                             Attn: Jack C. Bendheim, President

            with copies to:

                             Golenbock, Eiseman, Assor, Bell & Peskoe LLP
                             437 Madison Avenue
                             New York, New York 10022
                             Tel: (212) 907-7300
                             Fax: (212) 754-0330
                             Attn: Lawrence M. Bell

            If to Acquisition Company:

                             Prince Mineral Company, Inc.
                             One Prince Plaza, 229 Radio Road
                             Quincy, Illinois 62301
                             Attention: President

            with a copy to:

                             Palladium Capital Management, L.L.C.
                             Prince Mineral Company, Inc.
                             1270 Avenue of the Americas
                             Suite 2200
                             New York, New York 10020
                             Tel: (212) 218-5150
                             Fax (212) 218-5155
                             Attn: Marcos A. Rodriguez

            and to:

                             Bingham McCutchen LLP
                             399 Park Avenue
                             New York, New York 10022
                             Tel:  (212) 705-7000
                             Fax:  (212) 752-5378
                             Attn: Neil W. Townsend

            (h)  Interpretation.  When a reference is made in this  Agreement to
Sections,  such reference shall be to Section of this Agreement unless otherwise
indicated. The table of contents titles and headings contained in this Agreement
are for  reference  purposes only and shall not affect in any way the meaning or
interpretation  of this Agreement.  Whenever the


                                       6
<PAGE>

words  "include,"  "includes" or "including"  are used in this  Agreement,  they
shall be deemed to be followed by the words "without limitation."

            (i)  Counterparts.  This  Agreement  may be  executed in one or more
counterparts,  all of which shall be considered  one and the same  agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered.

            (j)  Relationship  of  the  Parties.  The  parties  are  independent
contractors under this Agreement.  Except as expressly set forth herein, neither
party has the authority to, and each party agrees that it shall not, directly or
indirectly  contract any  obligations  of any kind in the name of or  chargeable
against the other party without such party's prior written consent.

            (k) Prepayment of Advisory Fees.  Anything to the contrary set forth
in Section 2 above notwithstanding,  at any time during the period commencing on
the date  hereof and ending on January 9, 2004,  Acquisition  Company may prepay
the  Advisory  Fees  payable  under  Section  2(a) for the  entire  term of this
Agreement  by paying to  Phibro  the net  present  value of such  Advisory  Fees
(calculated  using a discount rate of 15%). The foregoing  prepayment  shall not
apply to any  Additional  Fees  that may  arise in  connection  with  Additional
Requested Services.

                  [Remainder of page intentionally left blank.]


                                       7
<PAGE>

                                                                  Execution Copy

      IN WITNESS WHEREOF, the parties have executed this Agreement,  under seal,
as of the date first above written.

                                   PHIBRO ANIMAL HEALTH CORPORATION

                                   By: /s/ Jack C. Bendheim
                                      -----------------------------------------
                                      Name:  Jack C. Bendheim
                                      Title: President

                                   PRINCE MINERAL COMPANY, INC.

                                   By: /s/ David Ventura
                                      -----------------------------------------
                                      Name:  David Ventura
                                      Title: Vice President

                            [Advisory Fee Agreement]

<PAGE>

                                   Schedule 1

For  purposes of this  Agreement,  the term  "Services"  shall mean  advisory or
consulting  services relating to strategic and operational  matters  (including,
without  limitation,  advice  relating to sales and  marketing  and  processing,
procurement, distribution, contract administration and operating procedures). In
rendering the Services  (including  the Additional  Services),  Phibro shall use
reasonable  efforts  to make its  personnel  and the  personnel  of Prince  Agri
Products,  Inc and its other  affiliates  that Phibro  designates to provide the
Services  available  during  normal  business  hours  and at such  times  as are
convenient  to Phibro and its  affiliates  taking into  account the business and
operational  needs of Phibro and its  affiliates.  Such  personnel  will be made
available  at such times by  telephone,  telefax or e-mail,  and such  personnel
shall not be required to travel or attend any meetings in person.


</TEXT>
</DOCUMENT>
