KRANTOR CORPORATION


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                         Unanimous Consent of Directors
                               In Lieu of Meeting

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                                  March 7, 1997

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         The  undersigned,  being all of the  directors of Krantor  Corporation,
hereby  consent  to,  authorize,   approve,   ratify  and  adopt  the  following
resolutions as though done at a formal meeting:

1.       Approval for Reverse Split

         Resolved,  that this corporation  declare and implement and does hereby
declare and implement a one (1) for twenty-five (25) reverse stock split of this
corporation's  common stock to the holders of this corporation's common stock of
record  as of  March  10,  1997 as more  particularly  set  forth  in the  proxy
statement, a copy of which is attached to and made a part hereof, which has been
reviewed  by and is hereby  approved  by all of the  undersigned.  The  designed
business  purpose  of such  reverse  stock  split is to  decrease  the number of
outstanding  shares in order to  improve  the  marketability  of the  shares and
generate interest in further equity  financing.  Such split shall be effectuated
by requesting  stockholders subject to the decrease in outstanding securities to
surrender their current stock  certificates  to be replaced by new  certificates
exhibiting  and  evidencing  the  decreased  share  ownership  and  payment  for
resulting  fractional  shares.  The declaration of the referenced  reverse stock
split as  provided  in the proxy  statement  shall be  submitted  for review and
acceptance by shareholders  holding this corporation's common stock of record as
of March 10, 1997 at the 1996 Annual  Stockholders  meeting  scheduled for April
30, 1997 as hereafter  approved and such annual  meeting is hereby  called to be
held at this  corporation's  principal  offices at 120 East Industry Court, Deer
Park, New York at 10:00 a.m. Upon receipt of such  stockholders  approval of the
said Reverse  Split same shall be  implemented  by the filing of an Amendment to
this  corporation's  Certificate of Incorporation in the form as attached to and
made an exhibit hereto, a copy of which has been reviewed and approved by all of
the undersigned.

2.       Authorization of Transfer Agent

         Resolved,   that  if  and  when  the  stock   reverse   split  of  this
corporation's  common stock is approved by this corporation's  stockholders this
corporation by this consent does authorize this corporation's  transfer agent to
effectuate  the  referenced  and  resolved  stock  split by issuing  replacement
certificates, as current certificates are surrendered,  exhibiting share amounts
proportionate  to the decrease in shares  outstanding  on the record date at the
rate of one (1) share for each  twenty-five  (25) current shares owned of record
on the record date,  and said  transfer  agent is hereby  authorized  to reflect
resultant decrease in individual  shareholdings on the official stock records of
this corporation.

3.       Notice to Shareholders

         Resolved,   that  if  and  when  the  stock   reverse   split  of  this
corporation's  common stock is approved by this  corporation's  stockholders the
appropriate  officers of this  corporation  are authorized to send notice to all
shareholders  of  this  corporation  notifying  them  of  the  change  in  their
securities  ownership  as a result of the reverse  split and  directing  them to
surrender their stock certificates for replacement with certificates  exhibiting
ownership of the decreased  shares,  in substantially the format attached hereto
and made a part hereof, such form of notice having been reviewed and approved by
each of the undersigned.

4.  Amendment to By-Laws

         Resolved,  that the By-Laws of this  corporation  be amended to provide
that where  Shareholder  approval is  requested  or  mandated on any  particular
matter  that a quorum for  purposes  of having a legally  convened  shareholders
meeting,  whether  special or annual,  shall be at least one third the number of
shares outstanding on the record date for such shareholders meeting.

                                      EX-4

<PAGE>

5.       Election of Board of Directors

         Resolved,  At the stated 1996 Annual Meeting, the following persons are
hereby  nominated for election or  re-election  to the Board of Directors by the
stockholders of this corporation:

         Henry J. Platek, Jr.

         Mair Faibish

         Mitchell Gerstein

         Dominic Marsicovetere

         Michael Ferrone

6.       Proxy Statement

         Resolved, that a Proxy and Proxy Statement, in substantially the format
as  attached  to and made a part  hereof,  having  been  reviewed  by all of the
undersigned,  shall be mailed and made  available to all in connection  with the
aforementioned 1996 Annual Meeting.

7.       Implementation

         Resolved,  that the proper officers of this corporation be and they are
hereby  authorized  and directed to do or cause to be done any and all such acts
and things and to execute  and deliver any and all such  further  documents  and
papers as they may deem  necessary or  appropriate to carry into effect the full
intent and purpose of the foregoing resolutions.

                              /s/ Henry J. Platek, Jr.
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                                  Henry J. Platek, Jr.

                              /s/ Mair Faibish
                              --------------------------
                                  Mair Faibish

                              /s/ Mitchell Gerstein             
                              --------------------------
                                  Mitchell Gerstein

                              /s/ Dominic Marsicovetere
                              --------------------------
                                  Dominic Marsicovetere

                              /s/ Michael Ferrone
                              --------------------------
                                  Michael Ferrone

                                      EX-5