CHRYSALIS INTERNATIONAL CORPORATION

      BOARD OF DIRECTORS PROXY FOR SPECIAL MEETING, APRIL 30, 1999

    The undersigned, having received the Notice of Meeting and Joint Proxy 
Statement/Prospectus, hereby makes, constitutes and appoints Desmond H. 
O'Connell, Paul J. Schmitt and John G. Cooper, and each of them (each with 
full power of substitution respectively), trust and lawful attorneys and 
proxies for the undersigned to represent and vote, as indicated on the other 
side, all shares of Common Stock, $.01 par value, of CHRYSALIS INTERNATIONAL 
CORPORATION held of record by the undersigned on March 1, 1999 at the Special 
Meeting of Stockholders of Chrysalis International Corporation to be held on 
April 30, 1999 at the Somerset Hills Hotel, 200 Liberty Corner Road, Warren, 
New Jersey, and all postponements and adjournments thereof.

                        (CONTINUED ON THE REVERSE SIDE)

                                                             SEE REVERSE 
                                                                 SIDE


       Please mark your
A /X/  votes as in this 
       example


                                                  FOR    AGAINST    ABSTAIN
1.  The adoption of the Agreement and Plan of     / /      / /        / /
    Merger, dated as of November 18, 1998, as
    amended by Amendment No. 1 dated as of
    March 24, 1999, which provides for the 
    merger of a wholly owned subsidiary of 
    Phoenix International Life Sciences Inc. 
    with and into Chrysalis.

2.  In their discretion, to transact such other matters as may arise 
    relating to the conduct of the Special Meeting of stockholders or any 
    adjournments or postponements thereof.

    This proxy when property executed will be voted in the manner 
directed, if no discretion is made this proxy will be voted FOR proposal No. 1.


Do you plan to attend the Special Meeting?    Yes  / /    No  / /


Signature _________________________________________________ Date ________, 1999

NOTE: Please sign this proxy as the name(s) appear above. When signing as 
attorney, executor, administrator, trustee or guardian, please sign full title 
as such.