Exhibit 4.1.2  




AMENDMENT TO AGREEMENTS
NO. 5 



        THIS
AMENDMENT TO AGREEMENTS NO. 5 (the
“Amendment No. 5”) dated as of May 29, 2004, by and between FLEET NATIONAL BANK,
a national banking association having an office located at 69 State Street, Albany, New
York 12207 (the “Bank”) and BALCHEM CORPORATION, a corporation organized and
existing under the laws of the State of Maryland and having an address of P.O. Box 600,
New Hampton, New York 10958 (the “Borrower), and BCP INGREDIENTS, INC. a business
corporation organized and existing under the laws of the Sate of Delaware and having an
address of c/o Balchem Corporation, P.O. Box 600, New Hampton, New York 10958 (the
“Guarantor”). Any capitalized terms not otherwise defined herein shall have the
meaning ascribed to it in the Loan Agreement (as defined below). 



RECITALS: 



        WHEREAS
by a certain Loan Agreement dated June 1, 2001, (the “Agreement”) the Bank and
the Borrower entered into agreement whereby the Bank extended a line of credit to Borrower
in the amount of Three Million and 00/100 Dollars ($3,000,000.00) and a term loan in the
amount of Thirteen Million Five Hundred Thousand and 00/100 ($13,500,000.00); 



        WHEREAS
the obligations of Borrower to the Bank were secured by a Security Agreement by and
between the Borrower and the Bank dated June 1, 2001 and by and between the Guarantor and
the Bank (the “Security Agreements”); 



        WHEREAS
the obligations of Borrower to the Bank were guaranteed by the Guarantor pursuant to a
written Guaranty, dated June 1, 2001 (the “Guaranty”); 



        WHEREAS,
the line of credit was evidenced by a Promissory Note (Revolving Line of Credit) dated
June 1, 2001 from Borrower to Bank in the amount of Three Million and 00/100 Dollars
($3,000,000.00) (the “Line of Credit Note”) and the term loan was evidenced by a
Note dated June 1, 2001 from Borrower to Bank in the amount of Thirteen Million Five
Hundred Thousand and 00/100 Dollars ($13,500,000.00); 



        WHEREAS
the Agreement, Security Agreements, Line of Credit Note and the Guaranty are collectively
referred to herein as the “Loan Documents”; 



        WHEREAS
the Loan Documents were amended by an Amendment to Agreements No. 1 dated August 1, 2001,
an Amendment to Agreements No. 2 dated January 9, 2002, an Amendment to Agreements No. 3
dated May 23, 2002, a letter agreement dated December 27, 2002, a letter agreement dated
May 28, 2003 and an Amendment to Agreements No. 4 dated August 21, 2003. 



        WHEREAS
the Borrower has requested and the Bank has agreed to modify the Line of Credit as
provided herein 



        NOW,
THEREFORE, in consideration of the foregoing
recitals and the promises and mutual covenants hereinafter set forth, the parties hereto
agree as follows:  


















        1. The
terms and conditions of the Loan Documents are hereby modified to reflect           the
following amendments and modifications:  




        a)    The
Bank agrees to extend the maturity of the line of credit until May 29, 2005.  




        2.    By
entering into this agreement, the Bank in no way waives any rights it may           have
against the Borrower or Guarantor pursuant to the Loan Documents except as           the
same have been expressly modified hereby.  




        3.    The
Borrower and Guarantor hereby warrant that the same security and collateral,
          which secures and collateralizes the Line of Credit Note shall continue to
          secure and collateralize the Line of Credit Note amended hereby.  




        4.    All
terms, provisions, covenants, representations, warranties, agreements and
          conditions contained in the Loan Documents shall remain in full force and
effect           except as expressly provided and amended hereby.  




















        IN
WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date
first above written.  




			FLEET NATIONAL BANK





By:  /s/ Schuyler Tilly

      ——————————————

      Name:    Schuyler Tilly

      Title:   Vice President 
	   
	   
	


		BALCHEM CORPORATION





By:  /s/ Frank J. Fitzpatrick

      ——————————————

      Name:    Frank J. Fitzpatrick

      Title:   Chief Financial Officer 
	   
	   
	


		BCP INGREDIENTS, INC.





By:  /s/ Frank J. Fitzpatrick

      ——————————————

      Name:    Frank J. Fitzpatrick

      Title:   Treasurerr 






ACKNOWLEDGEMENTS ON
FOLLOWING PAGE 



















ACKNOWLEDGMENTS 



STATE OF NEW YORK           ) 



                                                     )ss: 



COUNTY OF ALBANY           ) 



        On
the ______ day of _________ in the year 2004 before me, the undersigned, personally
appeared Schuyler Tilly, personally known to me or proved to me on the basis of
satisfactory evidence to the individual whose name is subscribed to the within instrument
and acknowledged to me that he executed the same in his capacity, and that by his
signature on the instrument, the individual, or the person upon behalf of which the
individual acted, executed the instrument. 



___________________________________________
Notary Public                                         



STATE OF NEW YORK           ) 



                                                     )ss: 



COUNTY OF ALBANY           ) 



        On
the ______ day of _________ in the year 2004 before me, the undersigned, personally appeared
Frank J. Fitzpatrick, personally known to me or proved to me on the basis of satisfactory
evidence to the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacities, and that y his signatures
on the instrument, the individual, and the person upon behalf of which the individual
acted, executed the instrument. 



___________________________________________
Notary Public