15% SENIOR SECURED NOTES DUE 2010 OF



                            PAHC HOLDINGS CORPORATION



                               PURCHASE AGREEMENT



                                                                February 7, 2005



JEFFERIES & COMPANY, INC.

520 Madison Avenue

12th Floor

New York, NY 10022



Ladies and Gentlemen:



     PAHC Holdings Corporation, a Delaware corporation (the "Company"), hereby

agrees (this "Agreement") with you as follows:



          1. ISSUANCE OF NOTES. Subject to the terms and conditions herein

contained, the Company proposes to issue and sell to Jefferies & Company, Inc.

(the "Initial Purchaser") $29,000,000 aggregate principal amount of its 15%

Senior Secured Notes due 2010 (each a "Note" and, collectively, the "Notes").

The Notes will be issued pursuant to an indenture (the "Indenture"), to be dated

as of February 10, 2005, by and between the Company and HSBC Bank USA, National

Association, as trustee (in such capacity, the "Trustee") and as collateral

agent (in such capacity, the "Collateral Agent"). Capitalized terms used but not

defined herein shall have the meanings set forth in the Indenture.



     The Notes will be offered and sold to the Initial Purchaser pursuant to an

exemption from the registration requirements under the Securities Act of 1933,

as amended (the "Act"). Upon original issuance thereof, and until such time as

the same is no longer required under the applicable requirements of the Act, the

Notes shall bear the legends set forth in the final offering circular, dated the

date hereof (the "Final Offering Circular"). The Company has prepared a

preliminary offering circular, dated February 2, 2005 (the "Preliminary Offering

Circular"), and the Final Offering Circular relating to the offer and sale of

the Notes (the "Offering"). "Offering Circular" means, as of any date or time

referred to in this Agreement, the most recent offering circular (whether the

Preliminary Offering Circular or the Final Offering Circular, and any amendment

or supplement to either such document), including, without limitation, exhibits

and schedules thereto.



          2. TERMS OF OFFERING. The Initial Purchaser has advised the Company,

and the Company understands, that the Initial Purchaser will make offers to sell

(the "Exempt Resales") some or all of the Notes purchased by the Initial

Purchaser hereunder on the terms set forth in the Final Offering Circular, as

amended or supplemented, to persons (the "Subsequent Purchasers") whom the

Initial Purchaser (i) reasonably believes to be "qualified institutional buyers"

as defined in Rule 144A under the Act, as such Rule may be amended from time to

time ("QIBs"), (ii) reasonably believes (based upon written representations made

by such persons to the Initial Purchaser) to be institutional "accredited

investors" ("Accredited Investors") as defined in Rule 501(a)(1), (2), (3) or

(7) under the Act or (iii) reasonably believes to be non-U.S. persons in

reliance upon Regulation S under the Act.



          Pursuant to the terms of the Collateral Agreements, the Notes will be

secured by Liens in substantially all of the assets of the Company, including,

without limitation, a pledge of the Capital Stock of Phibro Animal Health

Corporation, a New York corporation ("Phibro Animal Health").



          Holders of the Notes (including, without limitation, Subsequent

Purchasers) will have the registration rights set forth in the registration

rights agreement applicable to the Notes (the "Registration Rights Agreement"),

to be executed on and dated as of the Closing Date, as such term is defined

below. Pursuant to the Registration Rights Agreement, the Company will agree,

among other things, to file with the Securities and Exchange Commission (the

"SEC") (a) a registration statement under the Act registering the offer and sale

of senior secured notes (the "Exchange Notes") which shall be identical to the

Notes (except that the Exchange Notes shall have been registered pursuant to

such registration statement, will not be subject to restrictions on transfer or

contain additional interest provisions) to be offered in exchange for the Notes

(such offer to exchange being referred to as the "Exchange Offer"), and/or (b)

under certain circumstances, a shelf registration statement pursuant to Rule 415

under the Act (the "Shelf Registration Statement") relating to the resale by

certain holders of the Notes. If required under the Registration Rights

Agreement, the Company will issue Exchange Notes to the Initial Purchaser (the

"Private Exchange Notes"). If the Company shall fail to satisfy its obligations

under the Registration Rights Agreement, it will be required to pay additional

interest to the holders of the Notes under certain circumstances, as set forth

in the Registration Rights Agreement.



          This Agreement, the Indenture, the Collateral Agreements, the

Registration Rights Agreement, the Notes, the Exchange Notes, the Private

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