STOCKHOLDERS AGREEMENT



                  AGREEMENT made this 29th day of December, 1987, by and between

PHILIPP BROTHERS CHEMICALS, INC., a New York corporation (the "Corporation") and

the following stockholders of the Corporation:



                  CHARLES H. BENDHEIM ("CHB"), owner of 6,300 shares of Class A

capital stock of the Corporation;



                  JACK C. BENDHEIM ("JCB"), owner of 5,670 shares of Class B and

6,300 shares of Class C capital stock of the Corporation; and



                  MARVIN S. SUSSMAN ("MSS"), owner of 630 shares of Class B

capital stock of the Corporation.





                                   WITNESSETH:





                  WHEREAS, the parties desire to provide for certain rights and

obligations with respect to the shares of Class B capital stock of the

Corporation now owned, or hereafter acquired by MSS;



                  NOW, THEREFORE, in consideration of the mutual covenants

herein contained, IT IS AGREED AS FOLLOWS:



         1. A. Subject to paragraph "6" hereof, MSS agrees that he will not

sell, assign, transfer, pledge, hypothecate, encumber or otherwise dispose of

any shares of Class B capital stock of the Corporation now owned, or hereafter

acquired, without first offering (by written notice to the Corporation) to sell

to the Corporation all such shares of Class B capital stock then owned by him.



            B. If any such offer of sale shall be made, the Corporation shall

have the option to accept the same by written notice to the offeror within

thirty (30) days after receipt of such offer. The determination as to whether

the Corporation shall exercise the said option to accept any offer of sale shall

be made at the election of the holders of the Class A and Class C capital stock,

by written notice to the Corporation and the offeror.



            C. If any such offer of sale shall be accepted by the Corporation,

the price of the shares to be sold shall be the agreed value thereof as at the

end of the month in which such offer of sale was made, as determined under

paragraph "8" hereof, and such price shall be paid as provided in paragraph "9"

hereof.



            D.       If the Corporation shall not accept any such offer of

sale, then the offeror shall have the right to dispose of such shares without

restriction.



         2. A. Subject to paragraph "6" hereof, MSS shall have the right, at any

time, by written notice to the Corporation, to sell to the Corporation and the

Corporation shall purchase from him all (but not less than all) shares of Class

B capital stock of the corporation now owned or hereafter acquired by him.



            B. In the event of such sale, the price shall be the agreed value

thereof as at the end of the month in which written notice of such sale was

received by the Corporation, as determined under paragraph "8" hereof and such

price shall be paid as provided in paragraph "9" hereof.







         3. A. Subject to paragraph "6" hereof, in the event MSS shall become

permanently disabled (as hereinafter defined), then on the date thirty (30) days

following the first anniversary on the commencement of such disability, MSS

shall sell and the Corporation shall purchase from him all shares of Class B

capital stock of the corporation then owned by him.



            B. Upon any such sale, the price of the shares to be sold shall be

the value thereof as at the end of the month in which such disability shall have

commenced, as determined under paragraph "8" hereof "valuation date" and such

price shall be paid as provided in paragraph "9" hereof.

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