PLEDGE AGREEMENT



     This PLEDGE AGREEMENT (this "Agreement"), dated as of February 10, 2005, is

entered into by and between PAHC HOLDINGS CORPORATION, a Delaware corporation

("Pledgor") and HSBC BANK USA, NATIONAL ASSOCIATION ("HSBC"), as collateral

agent (together with its successor(s) thereto in such capacity, "Collateral

Agent") for the Trustee and Noteholders, in light of the following:



     WHEREAS, Pledgor, Collateral Agent and HSBC, as Trustee ("Trustee"), have

entered into an Indenture, dated as of February 10, 2005 (as amended, restated,

supplemented or otherwise modified from time to time, the "Indenture"), pursuant

to which Pledgor has issued $29,000,000 aggregate principal amount of its 15%

Senior Secured Notes due 2010 (and, together with any additional notes that may

be issued by Pledgor from time to time thereunder or exchanged therefor or for

such additional notes, the "Notes");



     WHEREAS, Pledgor beneficially owns the specified Equity Interests

identified as Pledged Interests in the Persons identified as Issuers listed

under the name of Pledgor on Schedule A attached hereto (or any addendum

thereto);



     WHEREAS, Pledgor desires to secure its Obligations under the Notes by

granting to Collateral Agent, for the benefit of itself, the Trustee and the

Noteholders, security interests in the Collateral as set forth herein; and



     WHEREAS, to induce the Initial Purchaser to purchase the Notes, each

Noteholder to hold the Notes to be held by it and HSBC to act in its capacities

as Trustee and Collateral Agent, Pledgor desires to pledge, grant, transfer, and

assign to Collateral Agent, for the benefit of itself, the Noteholders and the

Trustee, a security interest in the Pledged Collateral (as hereinafter defined)

to secure the Secured Obligations (as hereinafter defined), as provided herein.



     NOW, THEREFORE, in consideration of the mutual promises, covenants,

representations, and warranties set forth herein and for other good and valuable

consideration, the parties hereto agree as follows:



     1.   Definitions And Construction.



          (a) Definitions. Capitalized terms used herein and not otherwise

defined herein shall have the meanings ascribed to them in the Indenture. The

following terms, as used in this Agreement, shall have the following meanings:



     "Agreement" has the meaning set forth in the preamble hereto.



     "Bankruptcy Code" shall have the meaning ascribed to the term Bankruptcy

Law in the Indenture.



     "Chief Executive Office" means the address of the chief executive office of

Pledgor set forth on Schedule B hereto.



     "Code" means the Uniform Commercial Code as in effect from time to time in

the State of New York.



     "Collateral Agent" has the meaning set forth in the preamble hereto.



     "Defeasance" means, with respect to any obligation, the defeasance thereof

pursuant to a "defeasance" or "covenant defeasance" as defined in and described

under Section 8.02 of the Indenture.



     "Disposition" shall have the meaning ascribed to the term Asset Sale in the

Indenture, and the words "Dispose", "Disposing" and "Disposal" shall be

interpreted similarly.



     "Equity Interests" means all shares, units, options, warrants, interests,

participations, or other equivalents (regardless of how designated) of or in a

corporation, partnership, limited liability company, or equivalent entity,

whether voting or nonvoting, including general partner partnership interests,

limited partner partnership interests, common stock, preferred stock, or any

other "equity security" (as such term is defined in Rule 3a11-1 of the General

Rules and Regulations promulgated by the SEC under the Exchange Act).



     "Exchange Act" means the Securities Exchange Act of 1934, as amended, and

any successor statute.



     "Future Rights" means (a) to the extent of Pledgor's interest therein, all

shares of, all securities convertible or exchangeable into, and all warrants,

options, or other rights to purchase Equity Interests of any other Person in

which Pledgor, after the date of this Agreement, acquires a direct equity

interest, irrespective of whether such Person is or becomes a Subsidiary of

Pledgor; and (b) the certificates or instruments representing such additional

Equity Interests, convertible or exchangeable securities, warrants, and other

rights and all dividends, cash, options, warrants, rights, instruments, and

other property or proceeds from time to time received, receivable, or otherwise

distributed in respect of or in exchange for any or all of such Equity

Interests.



     "Holder" has the meaning set forth in Section 3(c) of this Agreement.



     "HSBC" has the meaning set forth in the preamble of this Agreement.



     "Indenture" has the meaning set forth in the recitals hereto.



     "Indenture Documents" means this Agreement, the other Collateral

Agreements, the Indenture and the Notes.



     "Issuers" means each of the Persons identified as an Issuer on Schedule A

attached hereto (or any addendum thereto), and any successors thereto, whether

by merger or otherwise.





                                        2



     "Noteholders" has the meaning ascribed to the term "Holders" set forth in

the Indenture.



     "Notes" has the meaning set forth in the recitals hereto.



     "Permitted Disposition" means a Disposition consummated in accordance with

the terms of Section 4.16 of the Indenture.



     "Pledged Collateral" and "Collateral" mean the Pledged Interests, the

Future Rights, and the Proceeds, collectively; provided, however, that neither

Pledged Collateral nor Collateral shall include any Voting Stock of Phibro

Animal Health until the earlier to occur of (i) the redemption of all of the

outstanding shares of the Series C Preferred Stock of Phibro Animal Health and

(ii) March 1, 2005.



     "Pledged Interests" means all of the Equity Interests identified as Pledged

Interests of such Issuer on Schedule A attached hereto (or any addendum

thereto).



     "Pledgor" has the meaning set forth in the preamble hereto.



     "Proceeds" means all proceeds (including proceeds of proceeds) of the

Pledged Interests and Future Rights including all: (a) rights, benefits,

distributions, premiums, profits, dividends, interest, cash, instruments,

documents of title, accounts, contract rights, inventory, equipment, general

intangibles, deposit accounts, chattel paper, and other property from time to

time received, receivable, or otherwise distributed in respect of or in exchange

for, or as a replacement of or a substitution for, any of the Pledged Interests,

Future Rights, or proceeds thereof (including any cash, Equity Interests, or

other securities or instruments issued after any recapitalization, readjustment,

reclassification, merger or consolidation with respect to the Issuers and any

security entitlements, as defined in the Code, with respect thereto); (b)

"proceeds," as such term is defined in the Code; (c) proceeds of any insurance,

indemnity, warranty, or guaranty (including guaranties of delivery) payable from

time to time with respect to any of the Pledged Interests, Future Rights, or

proceeds thereof; (d) payments (in any form whatsoever) made or due and payable

to Pledgor from time to time in connection with any requisition, confiscation,

condemnation, seizure or forfeiture of all or any part of the Pledged Interests,

Future Rights, or proceeds thereof; and (e) other amounts from time to time paid

or payable under or in connection with any of the Pledged Interests, Future

Rights, or proceeds thereof.



     "Record" means information that is inscribed on a tangible medium or which

is stored in an electronic or other medium and is retrievable in perceivable

form.



     "SEC" means the United States Securities and Exchange Commission and any

successor thereto.



     "Secured Obligations" means all liabilities, obligations, or undertakings

owing by Pledgor to Collateral Agent, the Trustee or any Noteholder of any kind

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