AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

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                                                                   Exhibit 2(ii)

                                                                  Execution Copy

                                 AMENDMENT NO. 1
                                       TO
                          AGREEMENT AND PLAN OF MERGER

            AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, dated as of March
24, 1999, among Phoenix International Life Sciences Inc., a corporation
constituted under the laws of Canada ("Buyer"), Chrysalis International
Corporation, a Delaware corporation (the "Company"), and Phoenix Merger Sub
Corp., a Delaware corporation and a wholly-owned subsidiary of Buyer ("Merger
Sub").

            WHEREAS, the parties have entered into an Agreement and Plan of
Merger, dated as of November 18, 1998 (the "Merger Agreement"); and

            WHEREAS, neither the stockholders of the Company nor the
shareholders of Buyer have adopted the Merger Agreement; and

            WHEREAS, the parties wish to amend certain provisions of the Merger
Agreement;

            NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged:

            1. Amendment to Merger Agreement. Pursuant to Section 10.03 of the
Merger Agreement, the parties hereby amend the Merger Agreement to replace each
reference to "March 31, 1999" with "April 30, 1999" in each of the following
sections of the Merger Agreement:

               Section 9.01(f)
               Section 9.01(g)
               Section 9.03(b)

            2. Counterparts; Effectiveness. This Amendment No. 1 may be signed
in any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Amendment No. 1 shall become effective when each party hereto shall have
received counterparts hereof signed by all of the other parties hereto.

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            IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 1 to be duly executed by their respective authorized officers as of the day
and year first above written.

                                  PHOENIX INTERNATIONAL LIFE SCIENCES
                                  INC.

                                  By: /s/ Xxxx-Xxxx Xxxxx
                                      ------------------------------------------
                                      Name:  Xxxx-Xxxx Xxxxx
                                      Title: Senior Vice President International
                                             Finance and Acquisitions


                                  CHRYSALIS INTERNATIONAL CORPORATION

                                  By: /s/ Xxxx X. Xxxxxxx
                                      ------------------------------------------
                                      Name:  Xxxx X. Xxxxxxx
                                      Title: President

                                  PHOENIX MERGER SUB CORP.

                                  By: /s/ Xxxx-Xxxx Xxxxx
                                      ------------------------------------------
                                      Name:  Xxxx-Xxxx Xxxxx
                                      Title: Treasurer and Secretary