<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>7
<FILENAME>e16591ex_5.txt
<DESCRIPTION>CERTIFICATE OF INCORPORATION
<TEXT>

                     COMPOSITE CERTIFICATE OF INCORPORATION
                       OF PHILIPP BROTHERS CHEMICALS, INC.

<PAGE>

                                    RESTATED

                          CERTIFICATE OF INCORPORATION

                       OF PHILIPP BROTHERS CHEMICALS, INC.

               (Under Section 807 of the Business Corporation Law)

      WE THE  UNDERSIGNED,  the  President  and  Secretary  of PHILIPP  BROTHERS
CHEMICALS, INC., hereby certify:

      FIRST: The name of the corporation is

            PHILLIP BROTHERS CHEMICALS, INC.

      SECOND:  The certificate of  incorporation of the corporation was filed by
the Department of State on May 11, 1946.

      THIRD:  The amendment and restatement of the certificate of  incorporation
of the corporation  herein provided for was authorized by the written consent of
the holders of all of the outstanding shares of the corporation entitled to vote
thereon pursuant to Section 615 of the Business Corporation Law.

      FOURTH:  The certificate of incorporation as heretofore  amended is hereby
amended or changed to effect one or more of the amendments or changes authorized
by Section 801 of the Business Corporation Law, namely:

      A. To amend  Article  THIRD of the  certificate  of  incorporation  by (i)
eliminating as separate classes the Special  Preferred  Shares,  First Preferred
Shares, Second Preferred Shares and Class D Capital Stock heretofore authorized,
no shares of which are issued or  outstanding,  (ii) changing the designation of
the Third Preferred shares  heretofore  authorized to Series A Preferred shares,
and reducing the number of authorized  Series A Preferred  shares from 60,000 to
5,207 shares,  (iii)  providing for the creation of a class of 155,750 shares of
authorized preferred shares, and vest in the Board of Directors authority to fix
the designations,  relative rights, preference and limitations of shares of each
series,  (iv) changing the  designation of the Class A Capital Stock  heretofore
authorized  to Class A Common  shares and  increasing  the number of  authorized
Class A Common shares from 8,100 to 16,200 shares and  increasing  the per share
dividend  rate of the Class A Common  shares  from  $.01 to  $.055,  so that the
holder thereof,  after exchanging Class C Capital Stock,  having a dividend rate
of $.10 per share,  shall be entitled to receive the same aggregate  dividend as
payable  in  respect  of the  former  Class A Capital  Stock and Class C Capital
Stock,  (v) changing the  designation  of the Class B Capital  Stock  heretofore
authorized  to Class B Common shares and  increasing  the  authorized  number of
Class B Common shares from 8,100 to 14,100 shares,  (vi) eliminating as separate
classes the Class C Capital  Stock and Class E Capital  Stock and  changing  all
authorized and issued shares  thereof into  authorized and issued Class A Common
shares and Class B Common shares, respectively,  (vii) deleting the statement as
to the amount, in dollars, of the capital stock of 2 the


<PAGE>

corporation,  and (viii) in connection therewith,  changing the headings for the
paragraphs of Article THIRD;

      B. To amend Article THIRD of the certificate of incorporation  corporation
by decreasing the total number of shares which the  corporation is authorized to
issue by 8,100 shares, an amount equal to the number of authorized shares of the
former Class D Capital Stock, from 194,150 to 186,050 shares;

      C. To delete Article  SEVENTH,  relating to the names and addresses of the
initial directors of the Corporation;

      D. To delete  Article  EIGHTH,  relating to the names and addresses of the
subscribers of the original certificate of incorporation of the corporation;

      E. To delete Article  NINTH,  relating to certain  additional  information
concerning such subscribers;

      F. To combine  Articles TENTH and FOURTH,  relating to the  designation of
the Secretary of State as agent of the  corporation and the address to which the
Secretary  of  State  shall  mail a copy of  process,  respectively,  into a new
Article FIFTH;

      G. To delete Article SIXTH, relating to the size of the Board of Directors
of the corporation;

      H. To add Articles SEVENTH and EIGHTH,  relating to the indemnification of
directors  and  officers,  and  deleting  parts of Article  EIGHTH  inconsistent
therewith; and

      I. To re-number certain Articles.

      FIFTH:  The text of the certificate of incorporation of the corporation as
heretofore  amended and as amended or changed hereby, is hereby restated to read
in full as follows:

                          CERTIFICATE OF INCORPORATION

                                       OF

                        PHILIPP BROTHERS CHEMICALS, INC.

               (Under Section 807 of the Business Corporation Law)

                                   ----------

      FIRST: The name of the corporation is:

            PHILIPP BROTHERS CHEMICALS, INC.

      SECOND:  The purpose for which the  corporation is formed are to engage in
any lawful act or activity for which  corporations  may be  organized  under the
Business  Corporation Law;  provided,  however,  that the corporation  shall not
engage in any act or  activity  requiring  the


                                       2
<PAGE>

consent or approval of any state official,  department,  board,  agency or other
body without such consent or approval first being obtained.

      THIRD:  The aggregate  number of shares which the  corporation  shall have
authority to issue is One Hundred  Eighty- Six Thousand Fifty  (186,050),  which
are divided into One Hundred  Fifty-Five  Thousand Seven Hundred Fifty (155,750)
Preferred shares (hereinafter  sometimes called the "Preferred Shares") of a par
value of $100 each, of which a series of Five Thousand Two Hundred Seven (5,207)
Series A Preferred shares (hereinafter  sometimes called the "Series A Preferred
Shares") of a par value of $100 each has been established,  Sixteen Thousand Two
Hundred (16,200) Class A Common shares (hereinafter  sometimes called the "Class
A Common Shares") of a par value of $.10 each and Fourteen  Thousand One Hundred
(14,100) Class B Common shares (hereinafter sometimes called the "Class B Common
Shares")  of a par value of $.10 each (such  classes  of common  shares are also
hereinafter sometimes referred to collectively as the "Common Shares").

      A. Preferred Shares.

      The statement of the relative  rights,  preferences and limitations of the
shares of each class is as follows:

            (a) General. Preferred Shares may be issued from time to time in one
or more series, each of such series to have such designations,  relative rights,
preferences  and  limitations  as are stated and expressed  herein and/or in the
resolution or resolutions  providing for the issue of such series adopted by the
Board of  Directors  as  hereinafter  provided.  Authority  is hereby  expressly
granted to the Board of Directors,  subject to the  provisions set forth herein,
to establish and designate one or more series of Preferred Shares and to fix the
variations in the relative  rights,  preferences and limitations of each series,
including without limitation:

                  1. The  number of shares to  constitute  such  series  and the
distinctive designations thereof;

                  2. The  dividend  rate or rates to which such shares  shall be
entitled and the  restrictions,  limitations  and conditions upon the payment of
such  dividends,   whether   dividends  shall  be  cumulative,   non-cumulative,
participating, or non-participating, the  date or dates from which dividends (if
cumulative)  shall  accumulate  and the dates on which  dividends  (if declared)
shall be payable and the form of payment of dividends;

                  3.  Whether  or  not  the  shares  of  such  series  shall  be
redeemable and, if so, the terms,  limitations and restrictions  with respect to
such redemption, including without limitation the manner of selecting shares for
redemption if less than all shares are to be redeemed,  and the amount,  if any,
in  addition to any accrued  dividends  thereon,  which the holders of shares of
such series  shall be entitled to receive  upon the  redemption  thereof,  which
amount may vary at different  redemption dates and may be different with respect
to shares redeemed through the operation of any purchase,  retirement or sinking
fund and with respect to shares otherwise redeemed;

                  4. The amount in  addition to any  accrued  dividends  thereon
which the holders of shares of such series shall be entitled to receive upon the
voluntary  or


                                       3
<PAGE>

involuntary  liquidation,  dissolution or winding up of the  Corporation,  which
amount  may vary at  different  dates and may vary  depending  on  whether  such
liquidation, dissolution or winding up is voluntary or involuntary;

                  5.  Whether or not the shares of such series  shall be subject
to the  operation  of a  purchase,  retirement  or sinking  fund and, if so, the
terms,  limitations and  restrictions  with respect thereto,  including  without
limitation whether such purchase, retirement or sinking fund shall be cumulative
or  non-cumulative,  the  extent to and the  manner in which  such fund shall be
applied to the  purchase,  retirement or redemption of the shares of such series
for  retirement  or to other  corporate  purposes  and the terms and  provisions
relative to the operation thereof;

                  6.  Whether  or not the  shares  of  such  series  shall  have
conversion  privileges and, if so, prices or rates of conversion and the method,
if any, of adjusting the same;

                  7. The voting powers, if any, of such series; and

                  8. Any other  relative  rights,  preferences  and  limitations
pertaining to such series.

            (b) Series A Preferred Shares.

                  1.  Dividends.  Subject to the  rights of any other  series of
Preferred shares that from time to time may come into existence, each issued and
outstanding  Series A Preferred Share shall entitle the holder of record thereof
to receive, out of funds legally available therefor, when and as declared by the
Board of Directors of the corporation,  dividends in cash and/or property at the
rate of six per centum  (6%) of the par value  thereof,  which  shall be payable
quarterly  on such date or dates in each fiscal  year as the Board of  Directors
shall deem  advisable,  and which shall be declared and set apart or paid before
dividends  of any kind may be declared  upon the issued and  outstanding  Common
Shares.  The right as  aforesaid  to  quarterly  dividends  upon the  issued and
outstanding  Series A Preferred Shares shall be non-cumulative  and shall not be
deemed to accrue, whether dividends are earned or whether there be funds legally
available  therefor,  unless and until said  dividends have been declared by the
Board of Directors.  Whenever  full  dividends  upon the issued and  outstanding
Series A  Preferred  Shares  for the then  current  fiscal  year shall have been
declared and either paid or a sum sufficient  for the payment  thereof set aside
in full, without interest, the Board of Directors may declare, set aside, or pay
additional cash dividends, and/or may make share distributions of the authorized
but unissued Common Shares of the corporation and/or its treasury Common Shares,
if any, and/or may make  distributions  of bonds or property of the corporation,
including  the shares or bonds of other  corporations,  including  the shares or
bonds of other corporations. The holders of record of the issued and outstanding
Common Shares shall be entitled in respect of said Common Shares  exclusively to
receive any such additional cash dividends which may be declared and/or any such
distributions  which made be made,  as  hereinafter  provided.  Any reference to
"distributions"  in this paragraph  contained shall not be deemed to include any
distributions made in connection with any liquidation,  dissolution,  or winding
up of the  corporation,  whether  voluntary or  involuntary;  nor shall any such
reference to  "distributions"  in relation to issued and  outstanding  shares be
deemed to limit,  curtail,  or divest the authority of the Board of Directors to
make  any


                                       4
<PAGE>

proper distributions,  including distributions of authorized but unissued Common
Shares, in relation to its treasury Common Shares, if any.

                  2.  Redemption.  The  corporation  may,  through  its Board of
Directors and in conformity with the provisions of the Business Corporation Law,
at any time and from  time to time,  redeem  all or any part of the  issued  and
outstanding  Series A Preferred  Shares by paying the holders of record thereof,
out of funds legally available therefor, the par value for each such share to be
redeemed plus an amount  equivalent to all  dividends,  if any,  which have been
declared but not paid,  to the date fixed for  redemption.  In the event of such
redemption, a notice fixing the time and place of redemption shall be mailed not
less than thirty days prior to the date so fixed to each holder of record of the
Series A  Preferred  Shares to be  redeemed  at his address as it appears on the
record of  shareholders.  In the event  that  less  than all of the  issued  and
outstanding  Series A  Preferred  Shares  are to be  redeemed,  the shares to be
redeemed  shall be chosen by lot, pro rata, or by such  equitable  method as the
Board  of  Directors  may  determine.  On and  after  the  date  fixed  for such
redemption,  the  holders of the shares so called  for  redemption  shall not be
entitled to any  dividends and shall not have any rights or interests as holders
of said shares  except to receive the  payment or  payments  herein  designated,
without interest  thereon,  upon presentation and surrender of their certificate
therefor.

                  3.  Liquidation.  Subject to the rights of any other series of
Preferred shares that may from time to time come into existence, in the event of
any liquidation,  dissolution,  or winding up of the affairs of the corporation,
whether voluntary or involuntary, each issued and outstanding Series A Preferred
Share shall  entitle the holder of record  thereof to payment at the rate of the
par value  thereof,  plus an amount equal to all  dividends,  if any, which have
been declared but not paid, without interest, before any payment or distribution
of the net assets of the  corporation  (whether stated capital or surplus) shall
be made to or set apart for the holders of record of the issued and  outstanding
Common Shares in respect of said Common Shares. After setting apart or paying in
full the preferential  amounts  aforesaid to the holders of record of the issued
and  outstanding  Series A Preferred  Shares,  the remaining net assets (whether
stated  capital or surplus),  if any,  shall be  distributed  exclusively to the
holders of record of the issued and  outstanding  Common Shares,  as hereinafter
provided.  If the net assets of the corporation  shall be insufficient to pay in
full the preferential amounts among the holders of the Series A Preferred Shares
as aforesaid,  then each issued and  outstanding  Series A Preferred Share shall
entitle the holder of record thereof to an equal  proportion of said net assets,
and  the  holders  of the  Common  Shares  shall  in no  event  be  entitled  to
participate  in the  distribution  of said net assets in respect of their Common
Shares.  Without  excluding any other proceeding which does not in fact effect a
liquidation,  dissolution,  or  winding  up of  the  corporation,  a  merger  or
consolidation of the corporation into or with any other corporation, a merger of
any other corporation into the corporation,  or a sale, lease, mortgage, pledge,
exchange,   transfer,  or  other  disposition  by  the  corporation  of  all  or
substantially  all of its assets  shall not be deemed,  for the purposes of this
paragraph, to be a liquidation, dissolution, or winding up of the corporation.

                  4.  Voting.  Each issued and  outstanding  Common  Share shall
entitle the holder thereof to full voting power, as hereinafter provided. Except
as any 8 provision of law may  otherwise  require,  no Series A Preferred  Share
shall entitle the holder  thereof to any voting  power,  to  participate  in any
meeting of shareholders, or to have notice of any meeting of shareholders.


                                       5
<PAGE>

      B. Common Shares.

      The statement of the relative rights, preferences,  and limitations of the
shares of each class of Common Shares is as follows:

            1.  Dividends.  After  payment in full of all dividends to which the
holders of Preferred  Shares  shall be entitled as set forth above,  each issued
and outstanding  Class A Common Share shall entitle the holder of record thereof
to receive, out of funds legally available therefor, when and as declared by the
Board of Directors of the corporation,  dividends in cash and/or property at the
rate of five and  one-half per centum (5 1/2%) of the par value  thereof,  which
shall be  payable  quarterly  on such date or dates in each  fiscal  year as the
Board of  Directors  shall deem  advisable,  and which shall be declared and set
apart or paid  before  dividends  of any kind may be  declared  upon the Class B
Common Shares of the corporation and before distribution of any kind may be made
upon the issues and outstanding Class B Common Shares. The right as aforesaid to
quarterly  dividends upon the issued and outstanding Class A Common Shares shall
be  non-cumulative  and shall not be deemed to  accrue,  whether  dividends  are
earned or whether there be funds  legally  available  therefor  unless and until
said dividends shall have been declared by the Board of Directors.

            2. Liquidation. (a) After payment in full of the preferential amount
of the  Preferred  Shares  as set forth  above,  then,  before  any  payment  or
distribution of the remaining assets of the corporation  (whether stated capital
or surplus),  if any, shall be made to or set apart for the holders of shares of
Class B Common  Shares as provided  in  subparagraph  (b) below,  the holders of
shares  of Class A  Common  Shares  shall  be  entitled  to  receive  out of the
remaining assets of the corporation (whether stated capital or surplus), if any,
payment of an amount  equal to the value  thereof,  plus an amount  equal to all
dividends,  if any, which have been declared but not paid, without interest, but
they shall be entitled to no further payment with respect to such Class A Common
Shares.  If,  upon any  liquidation,  distribution  of  assets,  dissolution  or
winding-up  of the  corporation,  the  assets of the  corporation,  or  proceeds
thereof,  distributable  among the  holders of shares of Class A Common  Shares,
shall be insufficient to pay in full the respective preferential amounts of such
Class A Common  Shares,  then such  assets,  or the proceeds  thereof,  shall be
distributed  among  such  holders  ratably  in  accordance  with the  respective
liquidation amounts which would be payable on such shares if all amounts payable
were paid in full.

                  (b) After paying in full the preferential  amount set forth in
the preceding  paragraph of this paragraph  B(2), the remaining  assets (whether
stated  capital or surplus),  if any,  shall be  distributed  exclusively to the
holders of record of the  issued and  outstanding  Class B Common  Shares,  each
issued  and  outstanding  Class B Common  Share  entitling  the holder of record
thereof to receive an equal portion of said remaining net assets.

            3. Voting. Except as any provision of law or except as any provision
herein or elsewhere of the certificate of incorporation  may otherwise  provide,
each Common Share of the corporation  without distinction as to class shall have
the same rights, privileges,  interests, and attributes, and shall be subject to
the same limitations, as every other Common Share of the corporation.  The Class
A Common  shares of the  corporation  shall at all times  entitle the holders of
record of the issued and outstanding shares thereof, exclusively and as a class,
by plurality vote, to elect all but one (1) of the directors of the corporation,
to  exercise


                                       6
<PAGE>

any right of removal of any of said directors, and to fill all vacancies and all
newly created  directorships  in said directors except those vacancies and newly
created  directorship  which may be filled,  under a duly adopted by-law, by the
existing directors or director elected by those holders of said class of shares.
The Class B Common  shares of the  corporation  shall at all times  entitle  the
holders of record of the issued and outstanding shares thereof,  exclusively and
as a class, by plurality vote, to elect one (1) director of the corporation,  to
exercise any right of removal of said  director,  and to fill all  vacancies and
all newly  created  directorships  in said director  except those  vacancies and
newly created directorships which may be filled, under a duly adopted by-law, by
the existing  director elected by those holders of said class of shares.  In all
matters  other than in the  election and removal of  directors,  each issued and
outstanding  Class A Common share 10 shall entitle the holder of record  thereof
to full voting power, and voting shall not be by class unless otherwise required
by law.  Except as any  provision  of law may  otherwise  require  and except as
hereinabove  provided  with  respect  to the  election  or  removal  of one  (1)
director, no Class B Common Share shall entitle the holder thereof to any voting
power,  to any right to participate in any meeting of  shareholders,  or to have
any notice of any meeting of shareholders.

      FOURTH: The county within the State of New York within which the office of
the corporation is located is New York County.

      FIFTH:  The  Secretary of State of the State of New York is  designated as
the agent of the  corporation  upon whom process  against the corporation may be
served. The post office address within or without the State of New York to which
the Secretary of State shall mail a copy of any process  against the corporation
served upon him is: c/o Golenbock,  Eiseman,  Assor & Bell, 437 Madison  Avenue,
New York, New York 10022.

      SIXTH: No director shall be  disqualified  from voting or acting on behalf
of the corporation,  in contracting with any other corporation in which he is or
may be an  officer,  a  director  or a  stockholder,  and no  contract  or other
transaction between this corporation and any other corporation shall be affected
by the fact that the  directors of this  corporation  are  interested  in or are
directors or officers of such other  corporation  and any director  individually
may be a party to or may be  interested in any contract or  transaction  of this
corporation and no contract or transaction of this  corporation  with any person
or persons, firm or association, shall be affected by the fact that any director
of this  corporation  is a party  thereto or is  connected  with such  person or
persons, firm or association, provided that the interest in any such contract or
other transaction of any such director shall be fully disclosed; and, subject to
the  foregoing  provision,  each and every  person who may become a director  or
officer of this  corporation  is hereby  relieved from any liability  that might
otherwise  exist through  contracting or dealing with this  corporation  for the
benefit of himself or any firm, association or corporation in which he is or may
be in any manner  interested.  Each director and officer shall be indemnified by
the corporation  against expenses  reasonably incurred by him in connection with
any action,  suit or proceeding to which he may be made a party by reason of his
being or having  been a director  or officer of the  corporation  to the fullest
extent  permitted by New York law, and the  foregoing  right of  indemnification
shall not be  exclusive  of other rights to which he may be entitled as a matter
of law.

      SEVENTH:  No provision of this certificate of incorporation is intended by
the corporation to be construed as limiting, prohibiting, denying, or abrogating
any of the general or


                                       7
<PAGE>

specific powers or rights conferred under the Business  Corporation Law upon the
corporation   with  respect  to  the  power  of  the   corporation   to  furnish
indemnification  and to  advance  expenses  to  directors  and  officers  in the
capacities  defined  and  prescribed  by the  Business  Corporation  Law and the
defined and prescribed rights of said persons to indemnification and advancement
of expenses as the same are  conferred  by the  Business  Corporation  Law.  The
indemnification and advancement of expenses granted pursuant to, or provided by,
the Business  Corporation Law shall not be deemed  exclusive of any other rights
to which a  director  or  officer  seeking  indemnification  or  advancement  of
expenses may be entitled, whether contained in this certificate of incorporation
or the  by-laws  or (i) a  resolution  of  shareholders,  (ii) a  resolution  of
directors,  or (iii) an agreement providing for such indemnification,  except as
expressly prohibited by the Business Corporation Law.

      EIGHTH: To the fullest extent permitted by the Business Corporation Law of
the State of New York,  as the same  exists or may  hereafter  be  amended,  the
personal  liability of directors of the  corporation  to the  corporation or its
shareholders  for  damages  for any  breach of duty in such  capacity  is hereby
eliminated.  Neither the  amendment nor repeal of this Article  EIGHTH,  nor the
adoption of any provision of this Certificate of Incorporation or of the By-Laws
of the corporation or of any statute inconsistent with this Article EIGHTH shall
eliminate or limit the effect of this  Article  EIGHTH in respect of any acts or
omissions  occurring  prior to such  amendment,  repeal or  adoption  of such an
inconsistent provision.

      IN WITNESS  WHEREOF,  we, the President and Secretary of the  corporation,
have subscribed this document on the ____ day of September,  1998, and do hereby
affirm,  under the penalties of perjury,  that the statements  contained  herein
have been examined by us and are true and correct.

                                          /s/ Jack C. Bendheim
                                          -------------------------------------
                                          Jack C. Bendheim, President

                                          /s/ Joseph Katzenstein
                                          -------------------------------------
                                          Joseph M. Katzenstein, Secretary


                                       8
<PAGE>

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                        PHILIPP BROTHERS CHEMICALS, INC.

               (Under Section 805 of the Business Corporation Law)

      The  undersigned,  being  respectively  the President and Secretary of the
below-named corporation, hereby certify as follows:

      FIRST:  The name of the Corporation is Philipp  Brothers  Chemicals,  Inc.
(the "Corporation").

      SECOND:  The original  certificate of incorporation of the Corporation was
filed  by the  Department  of  State  on  May  11,  1946  (such  certificate  of
incorporation,  as  amended  and  in  effect  thereafter,  the  "Certificate  of
Incorporation").

      THIRD:  The Certificate of Incorporation is hereby amended to provide that
25,000 shares of the Corporation's  authorized and unissued Preferred Shares (as
defined in the  Certificate  of  Incorporation)  shall be designated as Series B
Redeemable  Participating  Preferred  Shares  (hereinafter  referred  to as  the
"Series B Preferred  Shares"),  which shall have the following  relative rights,
preferences and limitations,  as fixed by the  Corporation's  Board of Directors
pursuant to authority  granted to it under the Certificate of Incorporation  and
as permitted by Section 502 of the Business Corporation Law:

      1. Rank. (a) For purposes of this Certificate of Amendment,  the following
capitalized terms shall have the following meanings.

            (i)  "Senior  Securities"  shall  mean,  with  respect to a class or
series of Preferred Stock, all equity  securities  issued by the Corporation the
terms of which  specifically  provide that such equity securities rank senior in
preference  or priority to such class or series of Preferred  Stock with respect
to dividend rights or rights upon liquidation,  dissolution or winding up of the
affairs of the Corporation.

            (ii)  "Parity  Securities"  shall mean,  with  respect to a class or
series of Preferred Stock, all equity  securities  issued by the Corporation the
terms of which  specifically  provide  that  such  equity  securities  rank on a
parity,  without preference or priority,  with such class or series of Preferred
Stock with respect to dividend rights or rights upon liquidation, dissolution or
winding up of the affairs of the Corporation, whether or not the dividend rates,
dividend payment dates or redemption or liquidation  prices per share or sinking
fund  provision,  if any, of such equity  securities be different  from those of
such class or series of Preferred Stock.

            (iii)  "Junior  Securities"  shall mean,  with respect to a class or
series of  Preferred  Stock,  all equity  securities  issued by the  Corporation
ranking


<PAGE>

junior in preference or priority to such class or series of Preferred Stock with
respect to dividend rights or rights upon liquidation, dissolution or winding up
of the  affairs  of the  Corporation,  including  but not  limited to all Common
Shares (as defined in the Certificate of Incorporation) of the Corporation.

            (b) The Series B  Preferred  Shares  shall rank senior to all Junior
Securities,  on a parity  with all Parity  Securities,  and junior to all Senior
Securities,  in each case  with  respect  to  dividend  rights  or  rights  upon
liquidation,  dissolution  or  winding  up of the  affairs  of the  Corporation;
provided that (i) the Series B Preferred  Shares shall rank senior to the Series
A Preferred Shares (as defined in the Certificate of Incorporation) with respect
to  dividend  rights and on a parity  with the Series A  Preferred  Shares  with
respect to rights upon liquidation, dissolution or winding up of the Corporation
and (ii) the Series B Preferred  Shares shall rank on a parity with the Series C
Preferred  Shares with respect to dividend  rights and rights upon  liquidation,
dissolution or winding up of the Corporation.

      2. Dividends. (a) The holders of issued and outstanding Series B Preferred
Shares  shall be entitled to receive,  when,  as and if declared by the Board of
Directors,  cash  dividends  at an  annual  rate  equal  to 15% of the  Series B
Liquidation  Preference  (as defined below) (the "Series B Base  Dividend").  In
addition,  the holders of issued and outstanding Series B Preferred Shares shall
be entitled  to  participate  with the Class A Common  Shares (as defined in the
Certificate of Incorporation)  and to receive,  before any dividends (whether in
cash or in kind) are paid upon or set aside for the Class A Common  Shares,  the
same dividends  (whether in cash or in kind),  as are  distributed in respect of
each Class A Common Share (the "Series B Participating Dividend").  One Series B
Preferred  Share shall be treated for  purposes of such  participation  as being
equal to 0.5 (the  "Series  B  Participation  Number")  shares of Class A Common
Shares.  Holders  of Series B  Preferred  Shares  shall not be  entitled  to any
dividend,  whether  payable  in cash or in kind,  in excess  of full  cumulative
Series B Base Dividends and Series B  Participating  Dividends,  as specifically
provided in this Article THIRD.  Series B Participation  Dividends shall be paid
at the same time as and when  dividends on the Class A Common Shares are paid to
holders of Class A Common Shares.

            (b)  Series  B  Base  Dividends  shall  accrue  on  a  daily  basis,
cumulative  from the date of  issuance,  and shall be payable  semi-annually  in
arrears  on the last day of each  June and  December,  or, if such date is not a
business  day,  the  succeeding  business day (each,  a "Series B Base  Dividend
Payment  Date").  Series B Base  Dividends  shall be  computed on the basis of a
360-day year  consisting of twelve 30-day months.  Series B Base Dividends shall
accrue and  cumulate  whether or not the  Corporation  has  earnings or profits,
whether or not there are funds  legally  available  for the payment of dividends
and whether or not dividends are declared. Series B Base Dividends shall be paid
to the  holders  of record of Series B  Preferred  Shares as they  appear on the
records  of the  Corporation  at the  close of  business  on the 15th day of the
calendar month in which the applicable Series B Base Dividend Payment Date falls
or on such other date  designated  by the Board of Directors  for the payment of
Series B Base  Dividends that is not more than 30 nor less than 10 days prior to
such Series B Dividend  Payment  Date.  Any payment of a Series B Base  Dividend
shall first be credited  against


                                       2
<PAGE>

the earliest  accumulated  but unpaid Series B Base Dividend due with respect to
such share that remains payable.

            (c) So long as any  Series  B  Preferred  Share is  outstanding,  no
dividend  (other than a dividend in Common Shares of the  Corporation)  shall be
declared or paid or set aside for payment or other distribution declared or made
upon any Junior  Securities of any kind, nor shall any Junior  Securities of any
kind be redeemed,  purchased or otherwise acquired for any consideration (or any
moneys be paid to or made available for a sinking fund for the redemption of any
shares of any such securities) by the Corporation  (except by conversion into or
exchange for other Junior  Securities),  unless,  in each case,  full cumulative
dividends   on  all  the   Series  B   Preferred   Shares   have   been  or  are
contemporaneously declared and paid or are declared and a sum sufficient for the
payment thereof is set apart for such payment for all past dividend  periods and
the then current  dividend  period.  If dividends  are not paid in full or a sum
sufficient for such full payment is not so set apart upon the Series B Preferred
Shares, all dividends declared upon the Series B Preferred Shares and any series
of Parity  Securities  with respect to  dividends  shall be declared pro rata so
that the amount of dividends declared per share of the Series B Preferred Shares
and such series of Parity  Securities  with  respect to  dividends  shall in all
cases bear to each other the same ratio that  accrued and unpaid  dividends  per
share on the Series B Preferred Shares and such series of Parity Securities with
respect  to  dividends  bear  to each  other.  Notwithstanding  anything  to the
contrary  in  this  Section  2(c),  Common  Stock  of  the  Corporation  may  be
repurchased by the Corporation as required by the  Shareholders  Agreement dated
December 29, 1987, by and between the Corporation,  Charles H. Bendheim, Jack C.
Bendheim  and Marvin S.  Sussman  (the  "Sussman  Shareholders  Agreement"),  as
amended and in effect on the date of original issuance of the Series B Preferred
Shares, and as thereafter  amended,  except for any amendment  subsequent to the
date of  original  issuance of the Series B Preferred  Shares  which  causes the
terms of such agreement to be less  favorable in any respect to the  Corporation
or the holders of the Series B Preferred Shares.

            (d) If the Corporation  subdivides or splits the outstanding Class A
Common Shares into a greater number of shares or combines the outstanding  Class
A Common Shares into a smaller number of shares, then the Series B Participation
Number shall be adjusted,  effective  immediately  after the relevant  effective
date, so as to represent the number of Class A Common Shares of the  Corporation
which would be represented by the then applicable Series B Participation  Number
upon the effective date of the  subdivision,  split or  combination.  As soon as
practicable, the Corporation shall deliver by first class mail, postage prepaid,
to each  holder of Series B  Preferred  Shares a notice,  certified  as true and
correct  by an  authorized  person  of the  Corporation,  stating  the  Series B
Participation  Number  after such  adjustment,  a brief  statement  of the facts
requiring  such  adjustment  and the effective  date of such  adjusted  Series B
Participation Number;  provided that the failure of the Corporation to give such
notice shall not invalidate any corporate action by the Corporation.


                                       3
<PAGE>

      3. Redemption.

            (a)  Optional  Redemption.  (i) During the period  beginning 90 days
before  and  ending  90 days  after  each  anniversary  of the date of  original
issuance of the Series B Preferred  Shares (the "Series B Anniversary  Period"),
but only once per Series B Anniversary Period, the Corporation may redeem all or
part of the issued and outstanding  Series B Preferred Shares by payment in cash
for each share of Series B Preferred  Share  redeemed in an amount  equal to the
Series  B  Liquidation  Preference;  provided,  however,  that if all  Series  C
Preferred  Shares are not  redeemed  concurrently  with the  Series B  Preferred
Shares during a Series B Anniversary Period, then, in lieu of the foregoing, the
amount to be paid in cash by the  Corporation in this Section 3(a)(i) in respect
of Series B Preferred  Shares to be redeemed shall be an amount equal to (A) the
Series B Liquidation  Preference,  plus (B) an amount so that, combined with all
other payments made on the Series B Preferred Shares to be redeemed, a holder of
Series B Preferred  Shares will have  received an internal rate of return of 20%
on the purchase price of the Series B Preferred Shares from the date of issuance
to the date fixed for redemption.  Notwithstanding anything to the contrary, the
Series B Preferred  Shares may be redeemed in part during a Series B Anniversary
Period only if the number of shares of Series B Preferred  Shares to be redeemed
during such Series B  Anniversary  Period is equal to or greater than 50% of the
number of shares of Series B  Preferred  Shares  issued and  outstanding  on the
first  day of the first  Series B  Anniversary  Period,  as  adjusted  for stock
dividends, subdivisions, splits, combinations or similar transactions thereof.

                  (ii) During  each  period  that is not a Series B  Anniversary
Period (a  "Non-Series B Anniversary  Period"),  but only once per  Non-Series B
Anniversary  Period,  the  Corporation  may redeem all or part of the issued and
outstanding  Series B  Preferred  Shares by  payment  in cash for each  share of
Series B  Preferred  Share  redeemed  in an  amount  equal  to (A) the  Series B
Liquidation  Preference,  plus (B) an amount equal to the  dividends  that would
have accrued after such redemption if such Series B Preferred Share was redeemed
on the  anniversary  of the date of original  issuance of the Series B Preferred
Shares occurring in the Series B Anniversary Period  immediately  following such
Non-Series  B  Anniversary  Period;  provided,  however,  that if all  Series  C
Preferred  Shares are not  redeemed  concurrently  with the  Series B  Preferred
Shares during a Non-Series B Anniversary Period, then, in lieu of the foregoing,
the amount to be paid in cash by the  Corporation  in this  Section  3(a)(ii) in
respect of Series B Preferred  Shares to be redeemed shall be an amount equal to
(A) the  Series  B  Liquidation  Preference,  plus  (B) an  amount  equal to the
dividends  that  would  have  accrued  after such  redemption  if such  Series B
Preferred Share was redeemed on the anniversary of the date of original issuance
of the Series B Preferred  Shares  occurring in the Series B Anniversary  Period
immediately  following such Non-Series B Anniversary  Period, plus (C) an amount
so that,  combined with all other payments made on the Series B Preferred Shares
to be  redeemed,  a holder of Series B Preferred  Shares  will have  received an
internal  rate of return of 20% on the purchase  price of the Series B Preferred
Shares  from the date of  issuance  to the  anniversary  of the date of original
issuance of the Series B Preferred  Shares occurring in the Series B Anniversary
Period   immediately   following   such   Non-Series   B   Anniversary   Period.
Notwithstanding  anything to the contrary,  the Series B Preferred Shares may be
redeemed in part during a Non-Series B Anniversary  Period only if the number of
shares of Series B Preferred  Shares to be redeemed  during  such  Non-Series  B
Anniversary Period is equal to or greater than 50% of the number of


                                       4
<PAGE>

shares of Series B Preferred  Shares issued and  outstanding on the first day of
the  first  Series B  Anniversary  Period,  as  adjusted  for  stock  dividends,
subdivisions, splits, combinations or similar transactions thereof.

                  (iii) The Board of  Directors  shall fix a record date for the
determination of the Series B Preferred  Shares to be redeemed,  and such record
date  shall not be more than 30 days nor less than 10 days  prior to the date of
redemption.  The Corporation shall deliver by first class mail, postage prepaid,
a notice of redemption  not less than 10 nor more than 30 days prior to the date
of  redemption,  addressed  to the  holders of record of the Series B  Preferred
Shares as they appear in the records of the Corporation. No failure to give such
notice or any defect therein or in the mailing thereof shall affect the validity
of the proceedings for the redemption of any Series B Preferred Shares except as
to the holder to whom notice was defective or not given. Each notice shall state
the following:  (A) the record date and date of  redemption;  (B) the redemption
price; (C) the number of shares of Series B Preferred Stock to be redeemed;  (D)
the place where the Series B Preferred  Shares are to be surrendered for payment
of the  redemption  price;  and (E) that  dividends on the shares to be redeemed
will cease to accrue on such  redemption  date. If less than all of the Series B
Preferred Shares held by any holder is to be redeemed, the notice mailed to such
holder shall also specify the number of shares of Series B Preferred Shares held
by such holder to be redeemed.

            (b) Mandatory Redemption. (i) On and at any time after the Mandatory
Redemption Right Date (as defined below), the Series B Preferred Shares shall be
subject to mandatory redemption by the Corporation at the option and election of
the  holder  thereof  at a price,  payable  in cash,  for each share of Series B
Preferred  Share  redeemed  in an  amount  equal  to the  Series  B  Liquidation
Preference. All shares of Series B Preferred Shares held by such holder electing
for  redemption  under  this  clause  (b)  shall  be  redeemed.  The  "Mandatory
Redemption  Right Date" means the earlier to occur of (x) the stated maturity or
the earlier redemption in full of the Corporation's Series A and Series B 9 7/8%
Senior  Subordinated Notes due 2008 (the "Notes") or (y) a Change of Control (as
defined in Article FIFTH hereto,  which definition is the same as that contained
in the Indenture,  dated as of June 11, 1998, among Philipp Brothers  Chemicals,
Inc.,  Chase Manhattan Bank, as Trustee,  and the guarantors  named therein with
respect to the Notes (the "Indenture")).

                  (ii) The  Corporation  shall  give  notice to the  holders  of
record of Series B Preferred  Shares of this mandatory  redemption right as soon
as practicable  after the Mandatory  Redemption Right Date, by first class mail,
postage prepaid,  at their addresses as shown on the records of the Corporation.
Each such notice shall state:  (A) that, on and after such Mandatory  Redemption
Right Date,  such holder has the right to require the  Corporation to repurchase
for cash all of such  holder's  Series B Preferred  Shares;  (B) the  redemption
price as of the Mandatory  Redemption  Right Date (it being  understood that the
actual  redemption  price  will  be  determined  as of the  date  on  which  the
redemption occurs);  (C) the place where the Series B Preferred Shares are to be
surrendered for payment of the redemption  price;  and (D) that dividends on the
shares to be  redeemed  will  cease to accrue  as of the date  such  shares  are
redeemed.


                                       5
<PAGE>

                  (iii) The  Corporation  shall  redeem  each Series B Preferred
Share  requested to be redeemed by the holder  thereof within 30 days of receipt
by the Corporation of a notice from such holder  requesting such redemption.  If
the Corporation  fails for any reason to so redeem any one or more of the Series
B Preferred  Shares so  requested  to be redeemed,  then,  immediately  upon the
expiration  of such  30-day  period and for so long as the  Corporation  has not
redeemed all of such Series B Preferred  Shares  requested to be redeemed,  each
Series B  Preferred  Share shall  entitle the holder  thereof to the same voting
rights to which each Class A Common Share of the Corporation  (and each share of
any  other  capital  stock of the  Corporation)  entitles  the  holder  thereof;
provided,  however, no Series B Preferred Share shall entitle the holder thereof
to any voting rights with respect to the election and removal of directors.  The
holders of Series B Preferred Shares shall vote together with the Class A Common
Shares (and with the shares of any other capital stock of the Corporation).

            (c) On and after the date of a redemption  pursuant to Sections 3(a)
or (b), the Corporation shall pay the applicable  redemption price of a Series B
Preferred Share to the holder thereof in cash upon surrender of the certificates
therefor (properly endorsed or assigned for transfer,  if the Board of Directors
shall  so  require  and  the  notice  shall  so  state);  provided  that if such
certificates are lost,  stolen or destroyed,  the Board of Directors may require
such  holder to  indemnify  the  Corporation,  in a  reasonable  amount and in a
reasonable  manner,  prior to paying such redemption  price.  From and after the
applicable  redemption  date (unless default shall be made by the Corporation in
providing money for the full payment of the redemption price),  dividends on the
Series B Preferred  Shares to be redeemed on such redemption date shall cease to
accrue,  and said shares  shall no longer be deemed to be  outstanding,  and all
rights of the holders thereof as  shareholders  of the  Corporation  (except the
right to receive from the Corporation the redemption price) shall cease. In case
fewer  than  all  the  shares  represented  by any  such  certificate  are to be
redeemed,  a new certificate shall be issued  representing the unredeemed shares
without cost to the holder thereof. Any Series B Preferred Shares which shall at
any time have been redeemed  shall,  after such  redemption,  have the status of
authorized but unissued Preferred Shares, without designation as to series until
such shares are once more designated as part of a particular series by the Board
of Directors.

            (d) Notwithstanding the foregoing,  unless full cumulative dividends
on all  Series B  Preferred  Shares  shall  have been or  contemporaneously  are
declared and paid or are declared and a sum sufficient  for the payment  thereof
is set apart for payment  for all past  dividend  periods  and the then  current
dividend  period,  (i) no Series B Preferred  Shares may be redeemed  unless all
outstanding Series B Preferred Shares are simultaneously  redeemed in accordance
with this  Section 3 and (ii) the  Corporation  shall not  purchase or otherwise
acquire directly or indirectly any Series B Preferred Shares; provided, however,
that the  foregoing  shall not  prevent  the  redemption  on a pro rata basis of
Series B Preferred  Shares in accordance  with this Section 3 or the purchase or
acquisition  of Series B  Preferred  Shares  pursuant  to a purchase or exchange
offer made on the same terms to holders of all  outstanding  Series B  Preferred
Shares.


                                       6
<PAGE>

            (e) If fewer than all of the outstanding  Series B Preferred  Shares
are to be  redeemed,  the  Series B  Preferred  Shares to be  redeemed  shall be
selected pro rata (as nearly as may be practicable  without creating  fractional
shares) or by any other equitable method determined by the Corporation.

      4. Liquidation Rights. (a) Upon the voluntary or involuntary  liquidation,
dissolution,  or winding up of the  Corporation,  each Series B Preferred  Share
shall entitle the holder  thereof to receive and to be paid out of the assets of
the  Corporation  available for  distribution  to its  shareholders,  before any
payment or distribution  shall be made on any Junior  Securities with respect to
the liquidation,  dissolution,  or winding up of the Corporation, a stated value
in the  amount  of  $1,000,  plus an  amount  equal to all  accrued  and  unpaid
dividends  to the date fixed for payment  thereof  (collectively,  the "Series B
Liquidation Preference").

            (b) After the payment to the holders of Series B Preferred Shares of
the full  amount of the  liquidation  distribution  to which  they are  entitled
pursuant to Section 4(a), the holders of Series B Preferred Shares as such shall
have no right or claim to any of the remaining assets of the Corporation.

            (c) If, upon any voluntary or involuntary  liquidation,  dissolution
or winding up of the Corporation, the amounts payable with respect to the Series
B  Preferred  Shares  and  any  other  Parity  Securities  with  respect  to the
liquidation,  dissolution or winding up of the Corporation are not paid in full,
the holders of the Series B Preferred Shares and of such other Parity Securities
will share  ratably in any such  distribution  of assets of the  Corporation  in
proportion to the full respective values to which they are entitled.

            (d) Neither the sale of all or substantially  all of the property or
business of the Corporation,  nor the merger or consolidation of the Corporation
into or with any other  corporation or entity or the merger or  consolidation of
any other corporation or entity into or with the Corporation,  shall necessarily
be  deemed  to  be a  dissolution,  liquidation  or  winding  up,  voluntary  or
involuntary, for the purposes of this Section 4.

      5. Voting  Rights.  (a) Holders of Series B Preferred  Shares will have no
voting  rights,  except as set forth below or as otherwise  required by law from
time to time.

            (b) So long as any Series B Preferred  Shares are  outstanding,  the
Corporation  shall  not take any of the  following  actions,  without  the prior
consent or affirmative  vote of the holders of at least two-thirds of all Series
B Preferred  Shares then  issued and  outstanding,  given in person or by proxy,
either in  writing or at a meeting  called  therefor  (such  holders of Series B
Preferred Shares voting separately as a class):

                  (i)  any  amendment,  alteration  or  change  to  the  rights,
preferences,  privileges or powers of any Series B Preferred Share in any manner


                                       7
<PAGE>

(whether by merger, consolidation, reclassification or otherwise) that adversely
affects any shares thereof or present or future holders thereof;

                  (ii)  any   authorization,   creation   (by  way  of   merger,
consolidation,   reclassification  or  otherwise)  or  issuance  of  any  Senior
Securities or Parity Securities of any kind;

                  (iii) any amendment,  repeal or alteration of this Certificate
of Amendment,  the Certificate of  Incorporation or Bylaws in any manner (by way
of merger, consolidation,  reclassification or otherwise) that adversely affects
the present or future holders of the Series B Preferred Shares; or

                  (iv) any understanding, agreement or contract to do any of the
foregoing.

      FOURTH:  The  Certificate of  Incorporation  is hereby further  amended to
provide  that  20,000  shares  of  the  Corporation's  authorized  and  unissued
Preferred  Shares  shall be  designated  as  Series C  Redeemable  Participating
Preferred Shares  (hereinafter  referred to as the "Series C Preferred Shares"),
which shall have the following relative rights, preferences and limitations,  as
fixed by the Corporation's  Board of Directors  pursuant to authority granted to
it under the Certificate of Incorporation and as permitted by Section 502 of the
Business Corporation Law:

      1.  Rank.  (a) The terms  "Senior  Securities,"  "Parity  Securities"  and
"Junior  Securities"  shall have the  meanings  given to them in Section 1(a) of
Article THIRD hereinabove.

            (b) The Series C  Preferred  Shares  shall rank senior to all Junior
Securities,  on a parity  with all Parity  Securities,  and junior to all Senior
Securities,  in each case  with  respect  to  dividend  rights  or  rights  upon
liquidation,  dissolution  or  winding  up of the  affairs  of the  Corporation;
provided that (i) the Series C Preferred  Shares shall rank senior to the Series
A  Preferred  Shares with  respect to  dividend  rights and on a parity with the
Series A Preferred Shares with respect to rights upon  liquidation,  dissolution
or winding up of the  Corporation  and (ii) the Series C Preferred  Shares shall
rank on a parity  with the Series B Preferred  Shares  with  respect to dividend
rights  and  rights  upon   liquidation,   dissolution  or  winding  up  of  the
Corporation.

      2. Dividends. (a) The holders of issued and outstanding Series C Preferred
Shares  shall be entitled to receive,  when,  as and if declared by the Board of
Directors,  cash  dividends  at an  annual  rate  equal  to 15% of the  Series C
Liquidation  Preference  (as defined below) (the "Series C Base  Dividend").  In
addition,  the holders of issued and outstanding Series C Preferred Shares shall
be entitled to participate with the Class A Common Shares and to receive, before
any  dividends  (whether  in cash or in kind) are paid upon or set aside for the
Class A Common Shares,  the same  dividends  (whether in cash or in kind) as are
distributed in respect of each Class A Common Share (the "Series C Participating
Dividend").  One Series C Preferred  Share shall be treated for purposes of such
participation as being equal to 0.5 (the "Series C Participation


                                       8
<PAGE>

Number") shares of Class A Common Shares.  Holders of Series C Preferred  Shares
shall not be entitled to any  dividend,  whether  payable in cash or in kind, in
excess of full  cumulative  Series C Base  Dividends and Series C  Participating
Dividends,   as  specifically   provided  in  this  Article  FOURTH.   Series  C
Participation  Dividends shall be paid at the same time as and when dividends on
Class A Common Shares are paid to holders of Class A Common Shares.

            (b)  Series  C  Base  Dividends  shall  accrue  on  a  daily  basis,
cumulative  from the date of  issuance,  and shall be payable  semi-annually  in
arrears  on the last day of each  June and  December,  or, if such date is not a
business  day,  the  succeeding  business day (each,  a "Series C Base  Dividend
Payment  Date").  Series C Base  Dividends  shall be  computed on the basis of a
360-day year  consisting of twelve 30-day months.  Series C Base Dividends shall
accrue and  cumulate  whether or not the  Corporation  has  earnings or profits,
whether or not there are funds  legally  available  for the payment of dividends
and whether or not dividends are declared. Series C Base Dividends shall be paid
to the  holders  of record of Series C  Preferred  Shares as they  appear on the
records  of the  Corporation  at the  close of  business  on the 15th day of the
calendar month in which the applicable Series C Base Dividend Payment Date falls
or on such other date  designated  by the Board of Directors  for the payment of
Series C Base  Dividends that is not more than 30 nor less than 10 days prior to
such Series C Dividend  Payment  Date.  Any payment of a Series C Base  Dividend
shall first be credited  against the earliest  accumulated  but unpaid  Series C
Base Dividend due with respect to such share that remains payable.

            (c) So long as any  Series  C  Preferred  Share is  outstanding,  no
dividend  (other than a dividend in Common Shares of the  Corporation)  shall be
declared or paid or set aside for payment or other distribution declared or made
upon any Junior  Securities of any kind, nor shall any Junior  Securities of any
kind be redeemed,  purchased or otherwise acquired for any consideration (or any
moneys be paid to or made available for a sinking fund for the redemption of any
shares of any such securities) by the Corporation  (except by conversion into or
exchange for other Junior  Securities),  unless,  in each case,  full cumulative
dividends   on  all  the   Series  C   Preferred   Shares   have   been  or  are
contemporaneously declared and paid or are declared and a sum sufficient for the
payment thereof is set apart for such payment for all past dividend  periods and
the then current  dividend  period.  If dividends  are not paid in full or a sum
sufficient for such full payment is not so set apart upon the Series C Preferred
Shares, all dividends declared upon the Series C Preferred Shares and any series
of Parity  Securities  with respect to  dividends  shall be declared pro rata so
that the amount of dividends declared per share of the Series C Preferred Shares
and such series of Parity  Securities  with  respect to  dividends  shall in all
cases bear to each other the same ratio that  accrued and unpaid  dividends  per
share on the Series C Preferred Shares and such series of Parity Securities with
respect  to  dividends  bear  to each  other.  Notwithstanding  anything  to the
contrary  in  this  Section  2(c),  Common  Stock  of  the  Corporation  may  be
repurchased by the Corporation as required by the Sussman Shareholders Agreement
(as defined in Article THIRD),  as amended and in effect on the date of original
issuance of the Series C Preferred Shares, and as thereafter amended, except for
any  amendment  subsequent  to the date of  original  issuance  of the  Series C
Preferred  Shares which causes the terms of such


                                       9
<PAGE>

agreement to be less favorable in any respect to the  Corporation or the holders
of the Series C Preferred Shares.

            (d) If the Corporation  subdivides or splits the outstanding Class A
Common Shares into a greater number of shares or combines the outstanding  Class
A Common Shares into a smaller number of shares, then the Series C Participation
Number shall be adjusted,  effective  immediately  after the relevant  effective
date, so as to represent the number of Class A Common Shares of the  Corporation
which would be represented by the then applicable Series C Participation  Number
upon the effective date of the  subdivision,  split or  combination.  As soon as
practicable, the Corporation shall deliver by first class mail, postage prepaid,
to each  holder of Series C  Preferred  Shares a notice,  certified  as true and
correct  by an  authorized  person  of the  Corporation,  stating  the  Series C
Participation  Number  after such  adjustment,  a brief  statement  of the facts
requiring  such  adjustment  and the effective  date of such  adjusted  Series C
Participation Number;  provided that the failure of the Corporation to give such
notice shall not invalidate any corporate action by the Corporation.

      3. Redemption.

            (a)  Optional  Redemption.  (i) During the period  beginning 90 days
before  and  ending 90 days after the third  anniversary,  and each  anniversary
thereafter,  of the date of original  issuance of the Series C Preferred  Shares
(the  "Series C  Anniversary  Period"),  but only once per Series C  Anniversary
Period, the Corporation may redeem all, but not less than all, of the issued and
outstanding  Series C  Preferred  Shares by  payment  in cash for each  share of
Series C  Preferred  Share  redeemed  in an  amount  equal  to (A) the  Series C
Liquidation  Preference,  plus (B) a pro rata amount equal to the product of the
Equity Value (as defined  below)  multiplied by the  Applicable  Percentage  (as
defined  below) as of the record date for such  redemption  (the  "Equity  Value
Amount").

                  (ii)  During  each  period  that is after the  first  Series C
Anniversary  Period but is not a Series C  Anniversary  Period (a  "Non-Series C
Anniversary  Period"),  but only once per Non-Series C Anniversary  Period,  the
Corporation may redeem all, but not less than all, of the issued and outstanding
Series  C  Preferred  Shares  by  payment  in cash for  each  share of  Series C
Preferred  Share  redeemed  in an amount  equal to (A) the Series C  Liquidation
Preference,  plus (B) an amount equal to the  dividends  that would have accrued
after such  redemption  if such  Series C  Preferred  Share was  redeemed on the
anniversary  of the date of original  issuance of the Series C Preferred  Shares
occurring  in  the  Series  C  Anniversary  Period  immediately  following  such
Non-Series C Anniversary Period, plus (C) the Equity Value Amount.

                  (iii) "Equity Value" shall mean an amount equal to (A) the sum
of (x) the  product  obtained  by  multiplying  7.5 by the greater of either the
Corporation's  trailing  EBITDA (as defined below) for the most recent four full
fiscal  quarters  (such  period,  the  "Last  Period")  or  the  average  of the
Corporation's  trailing EBITDA for the Last Period and the Corporation's  EBITDA
for the four full fiscal quarters immediately preceding the Last Period plus (y)
the Corporation's cash and


                                       10
<PAGE>

marketable  securities,  and minus (B) all  outstanding  indebtedness,  minority
interests,  preferred stock, accrued  environmental  reserves,  accrued currency
reserves,  accrued  indebtedness  for the Net  Revenues  Payment  (as defined in
Article FIFTH hereto,  which definition is the same as that contained in Section
2.6(b)  of  the  Asset  Purchase  Agreement,  among  Pfizer,  Inc.,  a  Delaware
corporation,  the other Asset Selling Corporations (as defined therein), and the
Corporation,  dated as of  September  28, 2000 (the "Pfizer  Agreement"))),  and
accrued  indebtedness  for Gross Profit Excluding  Virginiamycin  (as defined in
Article FIFTH hereto,  which definition is the same as that contained in Section
1.1 of the Pfizer Agreement).  For each relevant fiscal quarter, the calculation
of Equity  Value and all of its  components  (including  but not  limited to the
components  of EBITDA) shall be based on figures that are reflected in (and only
to the extent  reflected in) the  consolidated  balance  sheet and  consolidated
statements of income and cash flows of the Corporation as of and for such fiscal
quarter,  all of which must be prepared in accordance  with  generally  accepted
accounting principles  consistently applied and audited by nationally recognized
independent public accountants.

      "EBITDA"  shall  mean,  for  any  period,  (x)  the  sum  of  income,  all
depreciation  expenses,  all  amortization  expenses,  and  any  other  non-cash
expenses but excluding (y) all extraordinary  losses, all interest expenses (net
of interest  income),  all charges  against income for federal,  state and local
taxes, all non-recurring  expenses or charges,  and extraordinary  non-recurring
gains, in each case based upon (and only to the extent reflected in) the audited
financial  statements of the Corporation  used in calculating  "Equity Value" in
the immediately  preceding paragraph;  provided that, unless otherwise agreed to
by a majority the holders of Series C Preferred Shares, payments for all earnout
and royalty payments and all management fees shall be excluded from EBITDA.

      "Applicable  Percentage" shall mean, with respect to a redemption pursuant
to  Section  3(a)  during  a Series  C  Anniversary  Period  or a  Non-Series  C
Anniversary  Period  or  with  respect  to  the  calculation  of  Capital  Stock
Transaction Amount (as defined herein), the percentage listed below opposite the
period  in which the  redemption  occurs  or in which  the  consummation  of the
Capital Stock Transaction occurs, respectively:

         Period                                                      Percentage
         ------                                                      ----------

         September 1, 2003 to February 28, 2004                        14.00%
         February 29, 2004 to February 28, 2005                        18.00%
         March 1, 2005 to February 28, 2006                            22.00%
         March 1, 2006 to February 28, 2007                            25.00%
         March 1, 2007 to February 28, 2008                            27.50%
         February 29, 2008 and thereafter                              30.00%

                  (iv) The Board of  Directors  shall fix a record  date for the
determination of the Series C Preferred  Shares to be redeemed,  and such record
date  shall not be more than 30 days nor less than 10 days  prior to the date of
redemption.  The Corporation shall deliver by first class mail, postage prepaid,
a notice of redemption


                                       11
<PAGE>

not  less  than 10 nor  more  than  30 days  prior  to the  date of  redemption,
addressed  to the  holders  of record of the Series C  Preferred  Shares as they
appear in the records of the Corporation.  No failure to give such notice or any
defect  therein or in the  mailing  thereof  shall  affect the  validity  of the
proceedings for the redemption of any Series C Preferred Shares except as to the
holder to whom notice was  defective  or not given.  Each notice shall state the
following: (A) the record date and date of redemption; (B) the redemption price;
(C) the number of shares of Series C  Preferred  Stock to be  redeemed;  (D) the
place where the Series C Preferred  Shares are to be surrendered  for payment of
the redemption  price;  and (E) that dividends on the shares to be redeemed will
cease to accrue on such redemption date.

                  (v) The  Corporation  may not  redeem  any  share of  Series C
Preferred  Shares  pursuant  to this  Section  3(a) if any  share  of  Series  B
Preferred  Shares is  outstanding,  unless  all  outstanding  shares of Series B
Preferred  Shares are redeemed  concurrently  with such  redemption  of Series C
Preferred Shares.

            (b) Mandatory Redemption. (i) On and at any time after the Mandatory
Redemption  Right Date (as  defined in Article  THIRD),  the Series C  Preferred
Shares shall be subject to mandatory redemption by the Corporation at the option
and election of the holder  thereof at a price,  payable in cash, for each share
of Series C  Preferred  Share  redeemed  in an amount  equal to (A) the Series C
Liquidation Preference, plus (B) the Equity Value Amount. All shares of Series C
Preferred  Shares held by such holder electing for redemption  under this clause
(b) shall be redeemed.

                  (ii) The  Corporation  shall  give  notice to the  holders  of
record of Series C Preferred  Shares of this mandatory  redemption right as soon
as practicable  after the Mandatory  Redemption Right Date, by first class mail,
postage prepaid,  at their addresses as shown on the records of the Corporation.
Each such notice shall state:  (A) that, on and after such Mandatory  Redemption
Right Date,  such holder has the right to require the  Corporation to repurchase
for cash all of such  holder's  Series C Preferred  Shares;  (B) the  redemption
price as of the Mandatory  Redemption  Right Date (it being  understood that the
actual  redemption  price  will  be  determined  as of the  date  on  which  the
redemption occurs);  (C) the place where the Series C Preferred Shares are to be
surrendered for payment of the redemption  price;  and (D) that dividends on the
shares to be  redeemed  will  cease to accrue  as of the date  such  shares  are
redeemed.

                  (iii) The  Corporation  shall  redeem  each Series C Preferred
Share  requested to be redeemed by the holder  thereof within 30 days of receipt
by the Corporation of a notice from such holder  requesting such redemption.  If
the Corporation  fails for any reason to so redeem any one or more of the Series
C Preferred  Shares so  requested  to be redeemed,  then,  immediately  upon the
expiration  of such  30-day  period and for so long as the  Corporation  has not
redeemed all of such Series C Preferred  Shares  requested to be redeemed,  each
Series C  Preferred  Share shall  entitle the holder  thereof to the same voting
rights to which each Class A Common Share of the Corporation  (and each share of
any  other  capital  stock of the  Corporation)  entitles  the  holder  thereof;
provided,  however, no Series C Preferred Share shall entitle the holder thereof
to any voting rights with respect to the election and removal of directors.  The


                                       12
<PAGE>

holders of Series C Preferred Shares shall vote together with the Class A Common
Shares (and with the shares of any other capital stock of the Corporation).

            (c) Capital Stock  Transaction  Adjustment.  (i) The Corporation may
not effect (A) any  recapitalization  of the Corporation or  reclassification of
any  capital  stock  of  the  Corporation,  (B)  any  consolidation,  merger  or
combination of the Corporation with or into another  corporation or entity,  (C)
any  sale  or  conveyance  of all or  substantially  all  of the  assets  of the
Corporation  to any person or entity as a result of which holders of any capital
stock of the Corporation shall be entitled to receive cash, stock, securities or
other  property with respect to or in exchange for such capital  stock,  (D) any
initial  public  offering of any capital  stock of the  Corporation,  or (E) any
redemption,  acquisition  or other  purchase of any Junior  Securities or Parity
Securities  (other than Series B Preferred Shares or Series C Preferred  Shares)
of the Corporation (collectively, a "Capital Stock Transaction"), unless (x) the
amount of the Series C Liquidation  Preference is increased by the Capital Stock
Transaction  Amount (as defined below),  if any, with respect to all outstanding
Series C  Preferred  Shares as of the date of the  consummation  of the  Capital
Stock  Transaction,  and (y) if such Capital Stock Transaction occurs during the
one-year period following the redemption of any Series C Preferred Shares,  then
immediately  prior to or concurrently with the consummation of the Capital Stock
Transaction,  the Corporation pays in cash the Capital Stock Transaction Amount,
if any,  to each person or entity that was the last holder of record of a Series
C Preferred Share that was redeemed during the 360-day period preceding the date
of  the  consummation  of  such  Capital  Stock   Transaction.   "Capital  Stock
Transaction  Amount" means a pro rata amount equal to the excess, if any, of (1)
the aggregate value of the outstanding shares,  fully diluted, of all classes of
Common  Stock  of  the  Corporation  based  on,  but  immediately  prior  to the
consummation  of, the Capital Stock  Transaction  multiplied  by the  Applicable
Percentage as of the date of the  consummation of the Capital Stock  Transaction
over (2) the Equity Value Amount  immediately  prior to the  consummation of the
Capital Stock Transaction.

                  (ii)  The  Corporation  shall  deliver  by first  class  mail,
postage prepaid,  a notice of entering into a Capital Stock  Transaction as soon
as  practicable  and in any  event  not less  than 20 days  prior to the date of
consummation  thereof,  addressed  to the  holders  of  record  of the  Series C
Preferred Shares and, if clause (y) of subsection (i) is applicable, such former
holders  of record  of the  Series C  Preferred  Shares,  as they  appear in the
records of the Corporation.  Each notice shall state the following:  (A) a brief
description of the Capital Stock Transaction and (B), if applicable, the Capital
Stock Transaction Amount and the method of calculation therefor.

            (d) On and after the date of a redemption  pursuant to Sections 3(a)
or (b), the Corporation shall pay the applicable  redemption price of a Series C
Preferred Share to the holder thereof in cash upon surrender of the certificates
therefor (properly endorsed or assigned for transfer,  if the Board of Directors
shall  so  require  and  the  notice  shall  so  state);  provided  that if such
certificates are lost,  stolen or destroyed,  the Board of Directors may require
such  holder to  indemnify  the  Corporation,  in a  reasonable  amount and in a
reasonable  manner,  prior to paying such redemption  price.  From and after the
applicable  redemption  date (unless default shall be made by the


                                       13
<PAGE>

Corporation in providing  money for the full payment of the  redemption  price),
dividends  on the Series C Preferred  Shares to be  redeemed on such  redemption
date shall  cease to  accrue,  and said  shares  shall no longer be deemed to be
outstanding,  and all  rights of the  holders  thereof  as  shareholders  of the
Corporation  (except the right to receive from the  Corporation  the  redemption
price and any Capital Stock Transaction  Amount) shall cease. In case fewer than
all the shares  represented by any such  certificate  are to be redeemed,  a new
certificate  shall be issued  representing the unredeemed shares without cost to
the holder thereof.  Any Series C Preferred  Shares which shall at any time have
been redeemed shall,  after such  redemption,  have the status of authorized but
unissued  Preferred Shares,  without  designation as to series until such shares
are  once  more  designated  as part of a  particular  series  by the  Board  of
Directors.

            (e) Notwithstanding the foregoing,  unless full cumulative dividends
on all  Series C  Preferred  Shares  shall  have been or  contemporaneously  are
declared and paid or are declared and a sum sufficient  for the payment  thereof
is set apart for payment  for all past  dividend  periods  and the then  current
dividend  period,  (i) no Series C Preferred  Shares may be redeemed  unless all
outstanding Series C Preferred Shares are simultaneously  redeemed in accordance
with this  Section 3 and (ii) the  Corporation  shall not  purchase or otherwise
acquire directly or indirectly any Series C Preferred Shares; provided, however,
that the  foregoing  shall not prevent the purchase or  acquisition  of Series C
Preferred Shares pursuant to a purchase or exchange offer made on the same terms
to holders of all outstanding Series C Preferred Shares.

      4. Liquidation Rights. (a) Upon the voluntary or involuntary  liquidation,
dissolution,  or winding up of the  Corporation,  each Series C Preferred  Share
shall entitle the holder  thereof to receive and to be paid out of the assets of
the  Corporation  available for  distribution  to its  shareholders,  before any
payment or distribution  shall be made on any Junior  Securities with respect to
the liquidation,  dissolution,  or winding up of the  Corporation,  (i) a stated
value in the amount of $1,000 (as  adjusted  by the  Capital  Stock  Transaction
Amount, if any), plus an amount equal to all accrued and unpaid dividends to the
date  fixed  for  payment  thereof  (collectively,  the  "Series  C  Liquidation
Preference"), plus (ii) the Equity Value Amount.

            (b) After the payment to the holders of Series C Preferred Shares of
the full  amount of the  liquidation  distribution  to which  they are  entitled
pursuant to Section 4(a), the holders of Series C Preferred Shares as such shall
have no right or claim to any of the remaining assets of the Corporation.

            (c) If, upon any voluntary or involuntary  liquidation,  dissolution
or winding up of the Corporation, the amounts payable with respect to the Series
C  Preferred  Shares  and  any  other  Parity  Securities  with  respect  to the
liquidation,  dissolution or winding up of the Corporation are not paid in full,
the holders of the Series C Preferred Shares and of such other Parity Securities
will share  ratably in any such  distribution  of assets of the  Corporation  in
proportion to the full respective values to which they are entitled.


                                       14
<PAGE>

            (d) Neither the sale of all or substantially  all of the property or
business of the Corporation,  nor the merger or consolidation of the Corporation
into or with any other  corporation or entity or the merger or  consolidation of
any other corporation or entity into or with the Corporation,  shall necessarily
be  deemed  to  be a  dissolution,  liquidation  or  winding  up,  voluntary  or
involuntary, for the purposes of this Section 4.

      5. Voting  Rights.  (a) Holders of Series C Preferred  Shares will have no
voting  rights,  except as set forth below or as otherwise  required by law from
time to time.

            (b) So long as any Series C Preferred  Shares are  outstanding,  the
Corporation  shall  not take any of the  following  actions,  without  the prior
consent or affirmative  vote of the holders of at least two-thirds of all Series
C Preferred  Shares then  issued and  outstanding,  given in person or by proxy,
either in  writing or at a meeting  called  therefor  (such  holders of Series C
Preferred Shares voting separately as a class):

                  (i)  any  amendment,  alteration  or  change  to  the  rights,
preferences,  privileges or powers of any Series C Preferred Share in any manner
(whether by merger, consolidation, reclassification or otherwise) that adversely
affects any shares thereof or present or future holders thereof;

                  (ii)  any   authorization,   creation   (by  way  of   merger,
consolidation,   reclassification  or  otherwise)  or  issuance  of  any  Senior
Securities or Parity Securities of any kind;

                  (iii) any amendment,  repeal or alteration of this Certificate
of Amendment,  the Certificate of  Incorporation or Bylaws of the Corporation in
any manner (by way of merger, consolidation, reclassification or otherwise) that
adversely  affects  the  present or future  holders  of the  Series C  Preferred
Shares; or

                  (iv) any understanding, agreement or contract to do any of the
foregoing.

      FIFTH:  The following  terms,  as used in this  Certificate  of Amendment,
shall have the definitions set forth below.

      1.  Definition  of  Change  of  Control.  "Change  of  Control"  means the
occurrence  of any of the  following  events  after  the  date  of  filing  this
Certificate of Amendment: (i) any "person" or "group" (as such terms are used in
Sections  13(d) and 14(d) of the Exchange Act) (other than one or more Permitted
Holders) is or becomes  (including by merger,  consolidation  or otherwise)  the
"beneficial  owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act,
except that a Person shall be deemed to have beneficial  ownership of all shares
that such Person has the right to  acquire,  whether  such right is  exercisable
immediately or only after the passage of time),  directly or indirectly,  of 50%
or more of the  voting  power  of the  total  outstanding  Voting  Stock  of the
Corporation; (ii) during any period of two consecutive years, individuals who at
the  beginning  of  such  period  constituted  the  Board  of  Directors  of the
Corporation  (together


                                       15
<PAGE>

with any new  directors  whose  election  to such Board of  Directors,  or whose
nomination for election by the stockholders of the Corporation,  was approved by
a vote of  66-2/3%  of the  directors  then  still in  office  who  were  either
directors at the beginning of such period or whose  election or  nomination  for
election  was  previously  so  approved)  cease for any reason to  constitute  a
majority of such Board of Directors of the Corporation then in office; (iii) the
approval  by the  holders of  Capital  Stock of the  Corporation  of any plan or
proposal for the  liquidation or  dissolution of the  Corporation as a whole and
not  any  Restricted  Subsidiary  or  Guarantor  (whether  or not  otherwise  in
compliance  with  the  terms  of the  Indenture);  or (iv)  the  sale  or  other
disposition   (other  than  by  way  of  merger  or  consolidation)  of  all  or
substantially  all of the  Capital  Stock or assets of the  Corporation  and its
Restricted  Subsidiaries  taken as a whole to any person or group (as defined in
Rule 13d-5 of the  Exchange  Act)  (other  than to one or more of the  Permitted
Holders) as an entirely or  substantially as an entirety in one transaction or a
series or related  transactions,  unless the  "beneficial  owners" of the Voting
Stock of such Person  immediately  prior to such  transaction  own,  directly or
indirectly,  more than 50% of the total voting power of such Person  immediately
after such transaction.

      As  used  in the  above  definition  of  "Change  of  Control"  and in the
definitions that follow, the following terms have the meanings set forth below:

      "Affiliates" means, with respect to any specified Person, any other Person
directly or indirectly  controlling or controlled by or under direct or indirect
common  control with such  specified  Person.  For purposes of this  definition,
"control"  (including,  with  correlative  meanings,  the  terms  "controlling,"
"controlled  by" and  "under  common  control  with")  of any  Person  means the
possession,  directly  or  indirectly,  of the  power to  direct  or  cause  the
direction of the  management  and policies of such Person,  whether  through the
ownership of voting securities, by agreement or otherwise.

      "Capital Stock" of any Person means any and all shares, interests,  rights
to  purchase,  warrants,  options,  participations  or other  equivalents  of or
interests   in   (however   designated)   corporate   stock  or   other   equity
participations,  including partnership interests, whether general or limited, of
such Person, including any Preferred Stock.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended,  and
the rules and regulations of the Securities and Exchange Commission  promulgated
thereunder.

      "Guarantor" means (i) the domestic  Subsidiaries of the Corporation on the
Issue Date, (ii) each of the Corporation's  Restricted Subsidiaries which become
Restricted  Subsidiaries  after the Issue  Date and which are  organized  in the
United States, and (iii) each of the Corporation's  Restricted Subsidiaries that
in the  future  executes  a  supplemental  indenture  in which  such  Restricted
Subsidiary agrees to be bound by the terms of the Indenture as a Guarantor.

      "Issue Date" means the date on which the Notes are first issued under this
Indenture.


                                       16
<PAGE>

      "Permitted  Holders"  means (i) Jack  Bendheim;  (ii) each of his  spouse,
siblings,  ancestors,  descendants (whether by blood, marriage or adoption,  and
including  stepchildren)  and the spouses,  siblings,  ancestors and descendants
(whether by blood,  marriage or adoption,  and including  stepchildren)  of such
natural persons, the beneficiaries,  estates and legal representatives of any of
the foregoing, the trustee of any bona fide trust of which any of the foregoing,
individually or in the aggregate,  are the majority in interest beneficiaries or
grantors, and any corporation,  partnership,  limited liability company or other
Person in which any of the foregoing,  individually or in the aggregate,  own or
control a majority  in  interest;  and (iii) all  Affiliates  controlled  by the
individual named in clause (i) above.

      "Person" means any individual,  corporation,  partnership,  joint venture,
association,    joint-stock   company,   limited   liability   company,   trust,
unincorporated organization or government or any agency or political subdivision
thereof.

      "Preferred  Stock" as applied to the Capital  Stock of any  Person,  means
Capital Stock of any class or classes (however designated) which is preferred as
to the payment of  dividends  or  distributions,  or as to the  distribution  of
assets upon any voluntary or  involuntary  liquidation  or  dissolution  of such
Person, over Capital Stock of any other class of such Person.

      "Restricted  Subsidiary"  means each direct or indirect  Subsidiary of the
Corporation other than an Unrestricted Subsidiary.

      "Subsidiary"  of a Person means (i) any  corporation  more than 50% of the
outstanding  voting power of the Voting  Stock of which is owned or  controlled,
directly or indirectly,  by such Person or by one or more other  Subsidiaries of
such Person, or by such Person and one or more other  Subsidiaries  thereof,  or
(ii) any  limited  partnership  of which such Person or any  Subsidiary  of such
person is a general partner, or (iii) any other person (other than a corporation
or limited  partnership) in which such Person or one or more other  Subsidiaries
of such  Person,  or such  Person  and one or more other  Subsidiaries  thereof,
directly or  indirectly,  have more than 50% of the  outstanding  partnership or
similar  interests  or have the power,  by contract or  otherwise,  to direct or
cause the direction of the policies, management and affairs thereof.

      "Unrestricted   Subsidiary"   means  any  Subsidiary  of  the  Corporation
designated  as such  pursuant  to and in  compliance  with  Section  4.14 of the
Indenture and not  redesignated a Restricted  Subsidiary in compliance with such
Section.

      "Voting Stock" of a Person means Capital Stock of such Person of the class
pursuant  to which the  holders  thereof  have the  general  voting  power under
ordinary  circumstances  to elect at least a majority of the board of directors,
managers or trustees of such Person  (irrespective of whether or not at the time
stock of any other  class or classes  shall have or might have  voting  power by
reason of the happening of any contingency).


                                       17
<PAGE>

      2. Definition of Net Revenues  Payment.  "Net Revenues  Payment" means Net
Virginiamycin Revenues for the most recently completed Measurement Period.

      In the above  definition of "Net Revenues  Payment" and in the definitions
that follow, the following terms have the meanings set forth below:

      "Affiliate"  means, with respect to any Person,  any other Person directly
or indirectly  controlling,  controlled by, or under common  control with,  such
Person at any time during the period for which the  determination of affiliation
is being made.

      "Closing  Date"  means the date on which the  closing of the  transactions
contemplated by the Pfizer Agreement occurs.

      "Measurement  Period" means the three (3)-month  period  commencing on the
first day of the month  following the month in which the Closing Date occurs and
ending on the last day of the month that is three (3) months  after the month in
which the Closing Date occurs,  and each of the nineteen (19)  successive  three
(3)-month periods thereafter  commencing on the first day of the month following
the most recently completed Measurement Period and ending on the last day of the
month in which the fifth anniversary of the Closing Date occurs.

      "Net Virginiamycin Revenues" means the gross invoice value of all sales of
Virginiamycin by the Corporation and/or its Affiliates to third parties,  net of
(regardless of the period to which any such items apply) (i) all applicable bona
fide trade and volume discounts and rebates and allowances to customers  accrued
on such sales and (ii) credits,  allowances,  refunds,  returns and  adjustments
actually  granted to  customers  on account of  spoiled,  damaged,  outdated  or
returned goods;  provided that in the event sales of  Virginiamycin  are bundled
with other products of the  Corporation,  the portion of the gross invoice value
derived from the sale of the bundled products  attributable to Virginiamycin for
purposes hereof shall be in proportion to the most recent  published sales price
for  Virginiamycin  as compared to the most recent published sales price for the
other  bundled  products.  Net  Virginiamycin  Revenues  also shall  include net
royalty payments,  fees and other payments relating to Virginiamycin received by
the  Corporation  and/or  its  Affiliates  from  licensees  or  distributors  of
Virginiamycin  and other third parties  appointed by the  Corporation  serving a
similar function.  Notwithstanding the foregoing, there shall not be included in
"Net  Virginiamycin  Revenues" sales of Virginiamycin by the Corporation  and/or
its  Affiliates  to  Pfizer,   Inc.  and/or  its  Affiliates   pursuant  to  the
arrangements  relating to Egypt,  Algeria and India  entered into by the parties
pursuant to the terms of the Pfizer Agreement.

      "Person"  means  an  individual,   a   corporation,   a  partnership,   an
association, a trust or other entity or organization.

      "Products"  means certain feed additive  products  listed on Schedule 1 of
the Pfizer Agreement.


                                       18
<PAGE>

      "Virginiamycin"  means any of the Products  which  contain as their active
ingredient the composite virginiamycin antibiotic.

      3.  Definition  of Gross Profit  Excluding  Virginiamycin.  "Gross  Profit
Excluding   Virginiamycin"  means  net  sales  (gross  sales  less  returns  and
allowances) by the  Corporation  and/or its Affiliates to third parties less its
and/or their actual cost of sales  (standard cost plus  manufacturing  variances
and  the  impact  of  inventory   revaluations)  for  all  Products,   excluding
Virginiamycin,  and any  extensions,  improvements,  substitutes or replacements
therefor,  in each case that contain the same active  ingredients as are used in
the Products,  excluding Virginiamycin;  provided, however, that gross profit in
respect of any products  acquired by the Corporation or its Affiliates after the
Closing Date containing the same active  ingredients as are used in the Products
(excluding  Virginiamycin)  shall not be  included  in such  calculation  if the
acquired  products  are sold  under a  trademark  or brand name other than those
included in the Trademark  Rights acquired by the Corporation  hereunder.  Gross
Profit Excluding Virginiamycin also shall include net royalty payments, fees and
other payments relating to the foregoing Products  (including the aforementioned
extensions,   improvements,   substitutes  or  replacements)   received  by  the
Corporation  and/or  its  Affiliates  from  licensees  and  distributors  of the
foregoing Products and other third parties appointed by the Corporation  serving
a similar function. For purposes of determining cost of sales, the manufacturing
variances  and the  impact  of  inventory  revaluations  shall be  appropriately
allocated  between  Virginiamycin  and the  other  Products  based  on  specific
identification,  if feasible,  or any other reasonable  method that results in a
fair and equitable allocation.

      In the above  definition of "Gross Profit  Excluding  Virginiamycin,"  the
term "Trademark  Rights" means registered and unregistered  trademarks,  service
marks,  brand names and  certification  marks set forth on Schedule  5.12 of the
Pfizer   Agreement,   and  the  goodwill   associated  with  the  foregoing  and
registrations  in any  jurisdiction  of, and applications in any jurisdiction to
register, the foregoing, including any extension, modification or renewal of any
such  registration or  application.  Other  capitalized  terms contained in this
Section 3 of Article  FIFTH not  otherwise  defined in this Section 3 of Article
FIFTH shall have the meanings ascribed thereto in Section 2 of Article FIFTH.

      SIXTH:   These  amendments  to  the  Certificate  of  Incorporation   were
authorized  and  approved  by the Board of  Directors  of the  Corporation  at a
meeting duly held therefor.

                     [Rest of page intentionally left blank]


                                       19
<PAGE>

      IN WITNESS WHEREOF, the undersigned are authorized to act on behalf of the
Corporation and have signed and executed this Certificate of Amendment, in their
respective capacities as indicated below, on November 30, 2000.

                                             /s/ JACK C. BENDHIEM
                                             -----------------------------------
                                             Jack C. Bendheim, President

                                             /s/ JOSEPH M. KATZENSTEIN
                                             -----------------------------------
                                             Joseph M. Katzenstein, Secretary


                                       20
<PAGE>

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                        PHILIPP BROTHERS CHEMICALS, INC.

               (Under Section 805 of the Business Corporation Law)

      The  undersigned,  being  respectively  the President and Secretary of the
below-named corporation, hereby certify as follows:

      FIRST:  The name of the Corporation is Philipp  Brothers  Chemicals,  Inc.
(the "Corporation").

      SECOND:  The original  certificate of incorporation of the Corporation was
filed  by the  Department  of  State  on  May  11,  1946  (such  certificate  of
incorporation,  as  amended  and  in  effect  thereafter,  the  "Certificate  of
Incorporation").

      THIRD:  The  Certificate  of  Incorporation  is hereby amended by deleting
Article  FIRST  thereof in entirety and  replacing  it with a new Article  FIRST
which provides as follows:

            "FIRST: The name of the corporation is

                  Phibro Animal Health Corporation"

      FOURTH:  This amendment to the Certificate of Incorporation was authorized
and  approved by a majority of the Board of Directors  of the  Corporation  at a
meeting duly held and by the  shareholders of the  Corporation  entitled to vote
thereon.

      IN WITNESS WHEREOF, the undersigned are authorized to act on behalf of the
Corporation and have signed and executed this Certificate of Amendment, in their
respective capacities as indicated below, on July 24, 2003.

                                       PHILIPP BROTHERS CHEMICALS, INC.

                                       /s/ Jack Bendheim
                                       ---------------------------------------

                                       Jack Bendheim, President

                                       /s/ Joseph Katzenstein
                                       ---------------------------------------
                                       Joseph Katzenstein, Secretary


<PAGE>

          Certificate of Amendment of the Certificate of Incorporation

                                       of

                        PHIBRO ANIMAL HEALTH CORPORATION

                Under Section 805 of the Business Corporation Law

                                   ----------

      It is hereby certified that:

      FIRST: The name of the corporation is PHIBRO ANIMAL HEALTH CORPORATION.

      SECOND:  The certificate of  incorporation of the corporation was filed by
the  Department of State on May 11, 1946.  The name under which the  corporation
was formed was Philipp Brothers Chemicals,  Inc. It later became known as Phibro
Animal Health Corporation.

      THIRD:   The  amendment  of  the  certificate  of   incorporation  of  the
corporation  effected by this  certificate of amendment is as follows:  To amend
the definition of "Equity Value" contained  within Section  3(a)(iii) of Article
FOURTH of the  certificate of amendment of the certificate of  incorporation  of
the corporation filed on November 30, 2000 (the "Certificate of Amendment").

      FOURTH:  To  accomplish  the  foregoing  amendment,  Section  3(a)(iii) of
Article FOURTH of the Certificate of Amendment of the  corporation,  relating to
the definition of "Equity Value" is hereby amended to read as follows:

            (iii)  "Equity  Value"  shall mean an amount equal to (A) the sum of
      (x) the product  obtained by multiplying  6.0 by the greater of either the
      Corporation's  trailing EBITDA (as defined below) for the most recent four
      full fiscal  quarters  (such period,  the "Last Period") or the average of
      the   Corporation's   trailing   EBITDA  for  the  Last   Period  and  the
      Corporation's  EBITDA  for  the  four  full  fiscal  quarters  immediately
      preceding the Last Period plus (y) the  Corporation's  cash and marketable
      securities,   and  minus  (B)  all  outstanding   indebtedness,   minority
      interests,  preferred stock,  accrued  environmental  reserves and accrued
      currency  reserves.  For each relevant fiscal quarter,  the calculation of
      Equity Value and all of its  components  (including but not limited to the
      components of EBITDA) shall be based on figures that are reflected in (and
      only to the  extent  reflected  in) the  consolidated  balance  sheet  and
      consolidated  statements of income and cash flows of the Corporation as of
      and for such fiscal  quarter,  all of which


<PAGE>

      must  be  prepared  in  accordance  with  generally  accepted   accounting
      principles  consistently  applied  and  audited by  nationally  recognized
      independent public accountants.

      FIFTH: The foregoing  amendment of the certificate of incorporation of the
corporation was authorized by the vote at a meeting of the Board of Directors of
the  corporation,  followed  by the  written  consent of holders of  outstanding
shares  of the  corporation  entitled  to  vote  on the  said  amendment  of the
certificate  of  incorporation,  having  not  less  than the  minimum  requisite
proportion of votes,  which has been given in accordance with Section 615 of the
Business  Corporation  Law.  Written  notice has been given as and to the extent
required by the said Section 615.

Dated: December 26, 2003
                                            PHIBRO ANIMAL HEALTH CORPORATION

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


                                       2

</TEXT>
</DOCUMENT>
