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                                                                    EXHIBIT 99.2

                                  SUPPLEMENT A
                            TO THE VIRBAC CORPORATION
            CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

1.    Purpose

      The Sarbanes-Oxley Act requires the Committee to pre-approve any non-audit
      related services performed by the Company's independent auditor. The
      Committee must evaluate these non-audit related services to ensure that
      such services would not impair the auditor's independence from the
      Company. This Supplement A to the Virbac Corporation Charter of the Audit
      Committee of the Board of Directors sets forth the procedures and
      conditions pursuant to which the Committee may pre-approve non-audit
      related services proposed to be performed by the Company's independent
      auditor (the "Pre-Approval Policy").

      The Company's independent auditor has reviewed the policies set forth in
      this Pre-Approval Policy and has agreed to satisfy the provisions hereof
      applicable to the Company's independent auditor.

2.    Pre-Approval Conditions

      In determining whether to pre-approve a proposed non-audit related
      service, the Committee will consider multiple factors taken as a whole,
      including without limitation, the following:

      (a)   Whether the proposed service has been specifically prohibited by the
            Securities and Exchange Commission (the "SEC");

      (b)   Whether the Company's independent auditor is best positioned to
            provide such service in the most effective, efficient and economical
            manner; and

      (c)   Whether an appropriate ratio exists between the total amount of fees
            for audit services, audit-related services, tax services and other
            services which are non-audit related services.

3.    Pre-Approval Procedure

      Requests for the Company's independent auditor to perform non-audit
      related services shall be made pursuant to the following procedure:

      (a)   Company Request

            (i)   The Company shall submit a written request (the "Company
                  Request") to its independent auditor, which request shall
                  include the following:

                  (A)   A detailed description of the type and scope of the
                        non-audit related service that the Company desires its
                        independent auditor to perform (the "Requested Non-Audit
                        Related Services"); and

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                  (B)   A written explanation as to why the Company believes
                        that the Company's independent auditor is best
                        positioned to provide such service in the most
                        effective, efficient and economical manner.

            (ii)  The Company Request shall be sent to the Company's independent
                  auditor with a copy to the Committee chairman.

      (b)   Auditor Response

            (i)   Upon the receipt of the Company Request, the Company's
                  independent auditor shall calculate the fees that it would
                  charge to provide the Requested Non-Audit Related Services.

            (ii)  The Company's independent auditor shall provide the following
                  to the Committee:

                  (A)   A written description of the Requested Non-Audit Related
                        Services;

                  (B)   A written description of the fees that it would charge
                        to provide the Requested Non-Audit Related Services,
                        which description shall include (A) the amount of such
                        fees denominated in the applicable local currency and
                        (B) the amount of such fees denominated in United States
                        dollars (the "Dollar Denominated Fee"); and

                  (C)   A written request for Committee approval of the
                        Requested Non-Audit Related Services in the amount of
                        (A) the Dollar Denominated Fee plus (B) ten percent
                        (10%) of the Dollar Denominated Fee rounded to the
                        nearest $1,000. If the amount of the Dollar Denominated
                        Fee exceeds $10,000, the request required by this
                        Section 3(b)(ii)(C) shall be in the form of a formal
                        engagement letter.

      (c)   Committee Decision.

            (i)   The Committee shall review the materials provided pursuant to
                  Section 3(b)(ii) above.

            (ii)  If the Committee determines that the Requested Non-Audit
                  Related Services are appropriate, the Committee is authorized
                  to and shall approve the Requested Non-Audit Related Services.
                  The Committee shall provide written notice of such approval to
                  the Company's independent auditor and the Company.
                  Notwithstanding the foregoing, if the written request for
                  Committee approval requires a formal engagement letter, the
                  Committee shall evidence approval of the Requested Non-Audit
                  Related Services by executing the engagement letter and
                  returning an executed copy to the Company's independent
                  auditor with a copy to the Company.

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            (iii) All written correspondence relating to Requested Non-Audit
                  Related Services shall be included in the official records of
                  the Committee.

4.    Prohibited Services

      Notwithstanding the procedure set forth in Section 3 above, the Committee
      shall not have the authority to approve non-audit related services that
      have been specifically prohibited by the SEC. The non-audit related
      services that have been specifically prohibited by the SEC as of the date
      the Committee adopted the Charter, including this Supplement A, are:

      (a)   Bookkeeping and other services related to the accounting records or
            financial statements of the Company;

      (b)   Financial information systems design and implementation;

      (c)   Appraisal or valuation services, fairness opinions or
            contribution-in-kind reports;

      (d)   Actuarial services;

      (e)   Internal audit outsourcing services;

      (f)   Management functions;

      (g)   Human resources;

      (h)   Broker-dealer, investment adviser or investment banking services;

      (i)   Legal services; and

      (j)   Expert services unrelated to the audit.

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