<PAGE>
                                                                     Exhibit 4.1

                                SERVICE AGREEMENT


                             DATED 21st MARCH 2003


                             (1) BRITISH BIOTECH PLC

                                (2) DR P FELLNER




                                 ALLEN & OVERY

                                     London

<PAGE>






                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE                                                            PAGE
------                                                            ----

<S>                                                                <C>
1.       Definitions................................................1
2.       Appointment................................................1
3.       Duties.....................................................2
4.       Other Activities...........................................2
5.       Place of Performance.......................................3
6.       Remuneration...............................................3
7.       Expenses...................................................4
8.       Hours of Work/Holiday......................................4
9.       Sickness/Injury............................................4
10.      Grievances/Disciplinary Decisions..........................5
11.      Confidentiality............................................5
12.      Protection of Interests of the Company.....................5
13.      Inventions.................................................6
14.      Publicity..................................................7
15.      Liquidation/Amalgamation...................................7
16.      Default....................................................7
17.      Termination................................................7
18.      Additional Particulars.....................................8
19.      Term and Termination.......................................8
20.      Continuing Terms...........................................8
21.      Notices....................................................9
</TABLE>





<PAGE>





THIS AGREEMENT is made the 21 day of March 2003


BETWEEN:

(1)      BRITISH BIOTECH PLC (registered number 2304992) whose registered office
         is situated at Watlington Road, Oxford OX4 5LY (THE COMPANY); and

(2)      PETER FELLNER of XXXXXXXXXX (THE DIRECTOR).

         NOW IT IS HEREBY AGREED as follows:

1.       DEFINITIONS

         In this Agreement the following expressions shall have the following
         meanings:

         ASSOCIATED COMPANY means any company which for the time being is a
         holding company (as such expression is defined by Section 736 of the
         Companies Act 1985 as amended by Section 144 of the Companies Act 1989)
         of the Company or any subsidiary of any such holding company;

         THE BOARD means the Board of Directors of the Company;

         OPTION means the option granted to the Director by the Company by deed
         (the "Option Deed") to be dated on or around 22nd April 2003;

         SUBSIDIARY means any company which for the time being is a subsidiary
         company (as such expression is defined by Section 736 of the Companies
         Act 1985 as amended by Section 144 of the Companies Act 1989) of any
         other company;

         TERMINATION DATE means the date on which the employment of the Director
         under this Agreement shall terminate for whatever reason irrespective
         of whether the Company shall have been in breach of this Agreement.

2.       APPOINTMENT

2.1      The Director shall be appointed Chairman with executive
         responsibilities of the Company (which shall be deemed to be his job
         title for the purposes of this Agreement and of the Employment Rights
         Act 1996) unless amended by a letter in writing from the Company.

2.2      The appointment may be terminated by either party giving to the other
         not less than 12 calendar months prior notice in writing subject to the
         provisions of Clause 6.2.

2.3      The Director has been appointed a Director of the Company and will
         remain so during the period of his employment by the Company.


                                       1
<PAGE>

2.4      This Agreement shall not take effect until Completion as defined in the
         Undertaking relating to the offer by British Biotech PLC for
         RiboTargets Holdings PLC dated 21st March 2003 and the Appointment will
         take effect subject to the Director stepping down from his executive
         responsibilities at Celltech Group PLC.


3.       DUTIES

         During the continuance of his engagement hereunder the Director shall:

         (a) develop shareholder value for all shareholders;

         (b) oversee preparation of the Company's strategic plan;

         (c) ensure an adequate Board and management succession plan is in
             place;

         (d) chair Board meetings, manage the business of the Board and of the
             Non-Executive Directors;

         (e) direct the business development activities of the Company,
             Subsidiaries and Associated Companies in association with the
             Company's Chief Executive;

         (f) perform such duties and exercise such powers, authorities and
             discretions as the Board shall from time to time delegate to him on
             such terms and conditions and subject to such restrictions as the
             Board may from time to time reasonably impose;

         (g) use his best endeavours to promote the interests of the Company and
             those of its Subsidiary and Associated Companies for the time being
             and shall, in accordance with Clause 8.1 of this Agreement, unless
             prevented by illness or other incapacity devote the whole of his
             time, attention and abilities to the business and affairs of the
             Company and its Subsidiary and Associated Companies, if any, for
             the time being;

         (h) in the discharge of such duties and in the exercise of such powers
             observe and comply with all resolutions, regulations and directions
             from time to time made or given by the Board;

         (i) act as an officer of any Subsidiary or Associated Company or hold
             any other appointment or office as nominee or representative of the
             Company or any Subsidiary or Associated Company as directed by the
             Board.

4.       OTHER ACTIVITIES

         Save as already disclosed to the Board before the date of this
         Agreement (including, for the avoidance of doubt, the Director's
         proposed role as non-executive Chairman at Celltech Group PLC) the
         Director shall not during the continuance of this Agreement without the
         consent of the Board (such consent not to be unreasonably withheld or
         delayed) directly or indirectly engage in any other business or be
         concerned or interested (within the meaning contained in Part VI of the
         Companies Act 1985) in the share capital of any other business save
         that he may be interested (defined as aforesaid) as a holder or
         beneficial owner of not more than five per cent. (5%) of any class of
         stock shares or debentures which are listed on any publicly quoted
         market..


                                       2
<PAGE>

5.       PLACE OF PERFORMANCE

         The Director's duties hereunder shall be performed at the Company's
         head office or at such other place as the Board shall from time to time
         reasonably direct and further the Board shall be at liberty to appoint
         the Director to serve any of its Subsidiary or Associated Companies if
         any for the time being (without further remuneration unless otherwise
         agreed).

6.       REMUNERATION

6.1      As remuneration for his services hereunder the Director shall be
         entitled to a basic salary payable at the rate of two hundred thousand
         pounds sterling (Pound Sterling200,000) per annum (exclusive of any
         share option grant which may from time to time be made by the Board)
         payable in equal monthly instalments (and proportionately for any
         lesser period each monthly instalment being deemed to accrue rateably
         from day to day) on the last day of every calendar month in arrears.
         Such remuneration shall be inclusive of any fees payable to him as a
         Director or other officer of the Company or of its Subsidiary or
         Associated Companies if any for the time being. The salary payable
         hereunder shall be variable upwards by decision of the Board and
         subject to review during the month of April 2004 and at least once in
         each financial year thereafter.

  6.2    As further remuneration for his services hereunder the Director will
         also be entitled to the cash bonuses set out below on satisfaction of
         the share price targets referred to below, provided that such
         entitlement shall only arise (i) if an when the Director exercises
         Options under the Option Deed; and (ii) then only to the extent of half
         of the amount paid by the Director in respect of the aggregate option
         price payable by the Director on the exercise of such Options (subject
         always to the limits set out below. Any amount paid under this Clause
         6.2 will be paid subject to deduction of such tax and National
         Insurance contributions as is required by law to be made.

<TABLE>
<CAPTION>
              Amount of bonus              Share price value target
              Pound Sterling                          p

               <S>                                 <C>
               Pound Sterling594,000                 100
               Pound Sterling169,500                 120
               Pound Sterling169,500                 140
               Pound Sterling169,500                 160
               Pound Sterling594,000                 200
               Pound Sterling594,000                 300
</TABLE>

         For this purpose, the share price will only have reached the requisite
         value if the market value of a share (being its middle market quotation
         as derived from the Daily Official List of the London Stock Exchange
         plc) has been at or above the required value over 30 consecutive
         dealing days on which the London Stock Exchange is open for business.

         On the vesting of any part of the Option in accordance with the Option
         Deed, the Director agrees that he will remain in office as Chairman of
         the Company under this Agreement for a further period of at least 12
         months.

                                       3
<PAGE>

7.       EXPENSES

         The Company shall pay to the Director all reasonable travelling
         entertainment and other expenses incurred by him in the performance of
         his duties under this Agreement. The Director shall, on being so
         required, provide the Company with vouchers or other evidence of actual
         payment of such expenses.

8.       HOURS OF WORK/HOLIDAY

8.1      The Director shall perform such hours of work as may from time to time
         be reasonably required of him and shall not be entitled to receive any
         additional remuneration for work outside his normal hours. The Director
         will normally be expected to work for 2-3 days per week.

8.2      The Director shall be entitled during every calendar year to a minimum
         of twelve (12) working days holiday in addition to bank or public
         holidays in the UK, or to such longer holidays as shall from time to
         time be agreed by the Board, during which his remuneration hereunder
         shall continue to be payable. Holidays shall be taken at such times as
         the Director and the Board shall consider most convenient having regard
         to the requirements of the Company's business. Holiday entitlement
         during the calendar year in which the Director's employment commences
         and ceases will be based on his length of service in the calendar year
         in question and will be proportionate to the whole year's entitlement.
         Save as may be permitted in the Company's general personnel policy,
         holidays may not be carried forward from one calendar year to the next
         and no payment will be made by the Company (whether during the
         continuance or on termination of this Agreement) in lieu of holidays
         not taken.

9.       SICKNESS/INJURY

9.1      In the event that the Director shall at any time be prevented by
         illness or other incapacity from properly performing his duties
         hereunder (and shall if required furnish the Board with evidence
         satisfactory to them of such incapacity) he shall be entitled to
         receive his full salary for the first six (6) months and one half of
         his full salary for the next consecutive period of six (6) months
         during which such incapacity shall continue;

9.2      Any salary received by the Director pursuant to the foregoing Clause
         9.1 shall be inclusive of any payment which the Company is required to
         make in respect of Statutory Sick Pay. The Director shall keep the
         Company informed of the amount of any National Health Insurance
         sickness or injury benefits to which he is entitled (whether or not
         these are received) and which are not covered by Statutory Sick Pay and
         a deduction of the amount of such benefit will be made by the Company
         from any salary payable under the Clause 9.1;

9.3      Notwithstanding the provisions of Clause 2.2 of this Agreement, if the
         Director shall continue so incapacitated for a longer period than
         twelve (12) consecutive months or if he shall be so incapacitated at
         different times for more than twelve (12) months in any one period of
         eighteen (18) consecutive months then and in either of such cases the
         Company shall be entitled forthwith to terminate the engagement of the
         Director by notice in writing and thereupon the Director shall have no
         claim against the Company in respect of such termination. The length of
         the said notice to be given to the Director hereunder shall be the
         minimum period permitted by statute and dependent upon his length of
         service.



                                       4
<PAGE>

10.      GRIEVANCES/DISCIPLINARY DECISIONS

         There are no specific disciplinary or grievance procedures applying
         to the Director's position.

11.      CONFIDENTIALITY

11.1     In respect of Confidential Information of the Company or any Subsidiary
         or Associated Company, the Director will not, unless authorised to do
         so by the Board or by a Court of competent jurisdiction, during the
         continuance of his employment or for a period of five (5) years
         thereafter:

         (a) use Confidential Information for his own benefit or the benefit of
             any other person; or

         (b) disclose Confidential Information to any person; or

         (c) through any failure to exercise all reasonable care and diligence
             cause any disclosure of Confidential Information to any person.

11.2     Confidential Information shall include any information relating to
         research and development projects, inventions, processes, practical
         experience and methodology, technical and scientific data,
         specifications and formulae (whether or not patented or patentable)
         developed or acquired and owned or used by the Company any Subsidiary
         or Associated Company for the subject of research, production
         programmes, lists or details of transactions of, or related to, the
         Company any Subsidiary or Associated Company with customers, commercial
         relationships (including collaboration agreements) of, or related to,
         the Company any Subsidiary or Associated Company, finances, business
         developments and future business strategy of, or related to, the
         Company any Subsidiary or Associated Company which the Company has
         designated as confidential from time to time. Confidential Information
         shall not include information which is in the public domain otherwise
         than by virtue of breach of obligations to the Company or any
         Subsidiary or Associated Company.

11.3     The Company may from time to time notify the Director of any additional
         categories of information with regard to the businesses or activities
         of the Company, Subsidiary or Associated Company which it regards as
         confidential and which will be the subject to the restrictions in this
         Clause.

12.      PROTECTION OF INTERESTS OF THE COMPANY

12.1     Until the expiration of 12 months from the termination of the Agreement
         the Director will not directly or indirectly solicit or entice away or
         endeavour to entice away from the Company, any Subsidiary or Associated
         Company any person employed by the Company or that Subsidiary or
         Associated Company in any executive, sales, marketing, research, or
         technical support capacity as at the date of the termination of this
         Agreement in order to procure that such a person be engaged or employed
         by any other company.

12.2     After the termination of this Agreement or, if later, the date of his
         ceasing to be a Director of the Company, the Director will not
         represent himself or permit himself to be held out as being in any way
         connected with or interested in the business of the Company; and after
         the termination of this Agreement he will not represent himself or
         permit himself to be held out as being in any way connected with the
         business of any Subsidiary or Associated Company, except if and for so
         long as he remains a director or an employee of that Subsidiary or
         Associated Company.

                                       5
<PAGE>

13.      INVENTIONS

13.1     If at any time during the continuance of his employment the Director
         whether alone or with any other person, makes, discovers or develops
         any invention, product, process or idea which relates to or affects, or
         is capable of being used or adapted for use in or in connection with,
         the business or any product, process or intellectual property right of
         the Company or any Subsidiary or Associated Company, the invention,
         product, process, or idea will be the absolute property of the Company
         (except to the extent, if any, provided otherwise by Section 39 of the
         Patents Act 1977).

13.2     The Director will promptly and fully disclose to the Company any and
         all inventions, products, processes, and ideas relating in any way to
         the actual or projected products, business or affairs of the Company or
         any Subsidiary or Associated Company and made or discovered wholly or
         partly by the Director during the period of the Director's employment
         by the Company.

13.3     All other intellectual property including original work, industrial and
         artistic designs, copyrights, trade marks and Confidential Information,
         relating to the business of the Company, any Subsidiary or Associated
         Company composed, written, made, designed, or discovered by the
         Director in the course of his employment with the Company shall belong,
         exclusively to the Company.

13.4     The Director will, at the request and expense of the Company, do all
         things and sign all documents deemed by the Company necessary or
         appropriate:

         (a) to confirm or vest in the Company or any nominee of the Company all
             rights, interest and title in and to the Company's inventions and
             the intellectual property referred to in Clause 13.3;

         (b) to procure for the Company or its nominees, patent, design,
             copyright, trade mark or other protection for the Company's
             inventions and the intellectual property referred to in Clause 13.3
             in the United Kingdom of Great Britain and Northern Ireland and in
             such territories as the Company may in its absolute discretion from
             time to time direct; and

         (c) to assign to the Company or its nominees the right to make
             application for patent, design, copyright, trade mark or other
             protection for the Company's inventions and the intellectual
             property referred to in Clause 13.3 under the laws of territories
             outside the United Kingdom of Great Britain and Northern Ireland
             and/or under any treaty or international convention and to claim
             for such applications whatever priority rights may be lawful.

13.5     Except insofar as the provisions of the Patents Act 1977 apply, the
         Director's employment by the Company and the remuneration received as
         one of its employees shall constitute his sole right of compensation
         for the performance of his obligations herein contained.

13.6     If the Director ceases to be employed by the Company and enters the
         employment of any Associated Company or of any company which purchases
         the whole or part of any of the businesses of the Company or any such
         Associated Company, the Company may assign its rights under this Clause
         to such Associated Company or purchaser in which event Clauses 13.1 to
         13.7 of this Agreement shall (save for the enforcement by the previous
         employer of its



                                       6
<PAGE>

         rights hereunder) thenceforth be construed as if the expression the
         Company means such new employer.

13.7     There are no inventions or discoveries now owned wholly or partly by
         the Director which were made at a time when the Director was not
         employed by the Company, other than as disclosed in writing to the
         Company.

14.      PUBLICITY

         The Director shall not at any time make any untrue statement in
         relation to the Company or any Subsidiary or Associated Companies and
         in particular shall not after the termination of this Agreement
         wrongfully represent himself as being employed by or connected with the
         Company or any Subsidiary or Associated Companies.

15.      LIQUIDATION/AMALGAMATION

         If before the expiration of this Agreement the employment of the
         Director hereunder shall be terminated by reason of the liquidation of
         the Company for the purpose of amalgamation or reconstruction or as
         part of any arrangement for the amalgamation of the undertaking of the
         Company not involving liquidation the Director shall be offered
         employment with the amalgamated or reconstructed company for a period
         of not less than the unexpired term of this Agreement and on terms not
         less favourable than the terms of this Agreement.

16.      DEFAULT

         If the Director shall be guilty of any serious misconduct or any
         serious or (after due warning) persistent breach or non-observance of
         any of the conditions of this Agreement or shall neglect fail or refuse
         to carry out the duties properly assigned to him hereunder or shall
         become bankrupt or compound with his creditors, the Company shall be
         entitled summarily to terminate his employment hereunder without notice
         and the Director shall have no claim against the Company in respect of
         such termination notwithstanding anything contained elsewhere in this
         Agreement provided always that if any such act of misconduct or such
         breach or non-observance is capable of being remedied, the Director
         shall first be offered a reasonable opportunity to remedy the same
         prior to termination as aforesaid and, if and when so remedied, the
         employment of the Director hereunder shall continue without
         interruption.

17.      TERMINATION

17.1     This Agreement may be terminated by mutual agreement between the
         parties at any time or by either party giving 12 months notice in
         writing to the other.

17.2     On the termination of his employment for whatever reason the Director
         will promptly:

         (a) resign (if he has not already done so) from all offices held by him
             in the Company and any Subsidiaries or Associated Companies; and

         (b) deliver up to the Company all technical information, lists of
             customers, correspondence, documents and other property (including
             any car) relating to the business of the Company, any Subsidiary or
             Associated Company which may be in his possession or under his
             control; and

                                       7
<PAGE>

         (c) The Director irrevocably authorises the Company in his name and on
             his behalf to execute all documents and to all things necessary to
             effect the resignations referred to in Clause 17.2 in the event of
             his failure to do so.

17.3     Any termination of the employment of the Director will be without
         prejudice to his continuing obligations under this Agreement.

17.4     The Company has the right to suspend any of the Director's duties and
         powers during any period after notice of termination of the Agreement
         has been given by the Company or the Director. In particular, the
         Company may exercise this right where the Director resigns from the
         Company's employment in circumstances where it is reasonable for the
         Company to believe that he is or is about to become concerned in, or
         about to commence, a business which is, or is likely to be, competitive
         with any part of the business of the Company or any Associated or
         Subsidiary Company with which the Director was substantially engaged or
         concerned in the 12 months before the suspension started. Throughout
         any such period of suspension the Director's salary and benefits to
         which he is entitled under this Agreement shall continue to be paid or
         provided by the Company. The Director will remain entitled to be
         considered for a bonus in accordance with the provisions of Clause 6.2
         of the Agreement during any period of garden leave. At any time during
         such period the Director will, at the request of the Board, immediately
         resign, without claim for compensation, his office as a director of the
         Company and any directorship or other office held by him in the Company
         or any Associated or Subsidiary Company. The period for which the
         restriction in Clause 12.1 applies shall be reduced by any other period
         over which the Company exercises its powers to suspend any of the
         Director's duties and powers under Clause 17.4.

18.      ADDITIONAL PARTICULARS

         The following additional particulars are given for the purposes of the
         Employment Rights Act 1996:

         (a) the employment of the Director by the Company will begin on
             Completion;

         (b) except as otherwise provided by this Agreement, there are no terms
             or conditions of employment relating to hours of work or to normal
             working hours or to entitlement to holidays (including public
             holidays) or holiday pay or to incapacity for work due to sickness
             or injury or to pensions or pension schemes.

19.      TERM AND TERMINATION

         This Agreement shall remain in full force and effect until such time as
         the Director's employment by the Company as defined in Clause 2.1 shall
         terminate for any reason, whereupon this Agreement will terminate.

20.      CONTINUING TERMS

         The expiration or determination of this Agreement howsoever arising
         shall not operate to affect such of the provisions hereof as in
         accordance with their terms are expressed to operate or have effect
         thereafter and shall be without prejudice to any right or action
         already accrued to either party in respect of any breach of this
         Agreement by the other party.

                                       8
<PAGE>

21.      NOTICES

         Any notice to be given hereunder shall be in writing and be
         sufficiently served, in the case of the Director, by being delivered
         either personally to him or sent by registered post addressed to him at
         his usual or last known place of abode or, in the case of the Company,
         by being delivered at or sent by registered post or recorded delivery
         addressed to the Company's Chief Executive, or General Counsel at the
         Company's Registered Office and any such notice if so posted shall be
         deemed served three days following that on which it was posted and in
         proving such service it shall be sufficient to prove that the notice
         was properly addressed and dispatched.

IN WITNESS whereof the parties hereto have executed this Agreement as a Deed the
day and year first above written.



BRITISH BIOTECH PLC                               )
executed this Agreement as a                      )
Deed in the presence of:                          )

/s/ Dan Last                              Director    /s/ Timothy Edwards
1 New Change,                                        -------------------------
London                                    Director    /s/ A J Weir
                                                     -------------------------



Executed as a Deed by                             )   /s/ P J Fellner
PETER FELLNER                                     )
in the presence of:                               )  /s/ A C January
                                                     XXXXXXXXXX



                                       9






<PAGE>



                                SERVICE AGREEMENT


                               DATED 21st MARCH, 2003


                             (1) BRITISH BIOTECH PLC

                                  (2) MR STURGE




                                 ALLEN & OVERY

                                     London

<PAGE>





                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE                                                               PAGE
------                                                               ----
<S>                                                                   <C>
1.       Definitions...................................................2
2.       Appointment...................................................2
3.       Duties........................................................2
4.       Other Activities..............................................3
5.       Place of Performance..........................................3
6.       Remuneration..................................................3
7.       Expenses......................................................4
8.       Car...........................................................4
9.       Hours of Work/Holiday.........................................4
10.      Sickness/Injury...............................................4
11.      Pension/life insurance........................................5
12.      Grievances/Disciplinary Decisions.............................5
13.      Confidentiality...............................................5
14.      Protection of Interests of the Company........................6
15.      Inventions....................................................6
16.      Publicity.....................................................7
17.      Liquidation/Amalgamation......................................7
18.      Default.......................................................7
19.      Termination...................................................8
20.      Additional Particulars........................................8
21.      Term and Termination..........................................9
22.      Continuing Terms..............................................9
23.      Notices.......................................................9
</TABLE>



                                       1
<PAGE>



THIS AGREEMENT is made the day of March 2003

BETWEEN:

(1)      BRITISH BIOTECH PLC (registered number 2304992) whose registered office
         is situated at Watlington Road, Oxford OX4 5LY (THE COMPANY); and

(2)      SIMON STURGE c/o RiboTargets Holdings PLC, Granta Park, Abington,
         Cambridge CB1 6GB (THE DIRECTOR).


         NOW IT IS HEREBY AGREED as follows:

1.       DEFINITIONS

         In this Agreement the following expressions shall have the
         following meanings:

         SUBSIDIARY means any company which for the time being is a subsidiary
         company (as such expression is defined by Section 736 of the Companies
         Act 1985 as amended by Section 144 of the Companies Act 1989) of any
         other company;

         ASSOCIATED COMPANY means any company which for the time being is a
         holding company (as such expression is defined by Section 736 of the
         Companies Act 1985 as amended by Section 144 of the Companies Act 1989)
         of the Company or any subsidiary of any such holding company;

         THE BOARD means the Board of Directors of the Company;

         TERMINATION DATE means the date on which the employment of the Director
         under this Agreement shall terminate for whatever reason irrespective
         of whether the Company shall have been in breach of this Agreement.

2.       APPOINTMENT

2.1      The Director shall be appointed Chief Executive Officer of the Company
         (which shall be deemed to be his job title for the purposes of this
         Agreement and of the Employment Rights Act 1996) unless amended by a
         letter in writing from the Company.

2.2      The appointment may be terminated by either party giving to the other
         not less than 12 calendar months prior notice in writing.

2.3      The Director has been appointed a Director of the Company and will
         remain so during the period of his employment by the Company.

2.4      This Agreement shall not take effect until Completion as defined in the
         Undertaking relating to the offer by British Biotech PLC for
         RiboTargets Holdings PLC dated 21st March 2003.

3.       DUTIES

         During the continuance of his engagement hereunder the Director shall:

         (a) be responsible for running the Company and setting (by agreement
             with the Chairman) and implementing corporate strategy;

                                       2
<PAGE>

         (b) perform such duties and exercise such powers, authorities and
             discretions consistent with his role of Chief Executive Officer as
             the Company's Chairman or the Board shall from time to time
             delegate to him on such terms and conditions and subject to such
             restrictions as the Chairman or the Board may from time to time
             reasonably impose;

         (c) use his best endeavours to promote the interests of the Company and
             those of its Subsidiary and Associated Companies for the time being
             and shall during normal business hours unless prevented by illness
             or other incapacity devote the whole of his time, attention and
             abilities to the business and affairs of the Company and its
             Subsidiary and Associated Companies, if any, for the time being;

         (d) in the discharge of such duties and in the exercise of such powers
             observe and comply with all relevant resolutions, regulations and
             directions from time to time made or given by the Board.

         (e) act as an officer of any Subsidiary or Associated Company or hold
             any other appointment or office as nominee or representative of the
             Company or any Subsidiary or Associated Company as directed by the
             Board.

4.       OTHER ACTIVITIES

         The Director shall not during the continuance of this Agreement without
         the consent of the Board (such consent not to be unreasonably withheld
         or delayed) directly or indirectly engage in any other business or be
         concerned or interested (within the meaning contained in Part VI of the
         Companies Act 1985) in the share capital of any other business save
         that he may be interested (defined as aforesaid) as a holder or
         beneficial owner of not more than five per cent. (5%) of any class of
         stock shares or debentures which are listed on any publicly quoted
         market.

5.       PLACE OF PERFORMANCE

         The Director's duties hereunder shall be performed at the Company's
         head office or at such other place as the Chairman or Board shall from
         time to time reasonably direct and further the Chairman or Board shall
         be at liberty to appoint the Director to serve any of its Subsidiary or
         Associated Companies if any for the time being (without further
         remuneration unless otherwise agreed).

6.       REMUNERATION

         As remuneration for his services hereunder the Director shall be
         entitled to a basic salary payable at the rate of three hundred
         thousand pounds sterling (Pound Sterling300,000) per annum (exclusive
         of any bonus award, pension contribution or share option grant which
         may from time to time be made by the Board) payable in equal monthly
         instalments (and proportionately for any lesser period each monthly
         instalment being deemed to accrue rateably from day to day) on the last
         day of every calendar month in arrears. Such remuneration shall be
         inclusive of any fees payable to him as a Director or other officer of
         the Company or of its Subsidiary or Associated Companies if any for the
         time being. The salary payable hereunder shall be variable upwards by
         decision of the Board and subject to review during the month of April
         2004 and at least once in each financial year thereafter. The Company
         may in its absolute discretion award to the Director a non-pensionable
         annual cash bonus of up to a maximum of 50 per cent. of base salary
         dependant upon the achievement of performance targets which will be
         notified to you by the Board of Directors of British Biotech PLC.



                                       3
<PAGE>

7.       EXPENSES

         The Company shall pay to the Director all reasonable travelling
         entertainment and other expenses incurred by him in the performance of
         his duties under this Agreement. The Director shall, on being so
         required, provide the Company with vouchers or other evidence of actual
         payment of such expenses.

8.       CAR

         The Director will receive a non pensionable cash car allowance of Pound
         Sterling12,500 per annum.

9.       HOURS OF WORK/HOLIDAY

9.1      The Director shall perform such hours of work as may from time to time
         be reasonably required of him and shall not be entitled to receive any
         additional remuneration for work outside his normal hours which said
         normal hours shall for statutory purposes be deemed to be from 9.00 am
         to 5.30 pm Monday to Thursday inclusive and 9.00 am to 4.15 pm on
         Friday.

9.2      The Director shall be entitled during every calendar year to a minimum
         of thirty (30) working days holiday in addition to bank or public
         holidays in the UK, or to such longer holidays as shall from time to
         time be agreed by the Board, during which his remuneration hereunder
         shall continue to be payable. Holidays shall be taken at such times as
         the Director and the Company's Chairman shall consider most convenient
         having regard to the requirements of the Company's business. Holiday
         entitlement during the calendar year in which the Director's employment
         commences and ceases will be based on his length of service in the
         calendar year in question and will be proportionate to the whole year's
         entitlement. Save as may be permitted in the Company's general
         personnel policy, holidays may not be carried forward from one calendar
         year to the next and no payment will be made by the Company (whether
         during the continuance or on termination of this Agreement) in lieu of
         holidays not taken.

10.      SICKNESS/INJURY

10.1     In the event that the Director shall at any time be prevented by
         illness or other incapacity from properly performing his duties
         hereunder (and shall if required furnish the Board with evidence
         satisfactory to them of such incapacity) he shall be entitled to
         receive his full salary for the first six (6) months and one half of
         his full salary for the next consecutive period of six (6) months
         during which such incapacity shall continue;

10.2     Any salary received by the Director pursuant to the foregoing Clause
         10.1 shall be inclusive of any payment which the Company is required to
         make in respect of Statutory Sick Pay. The Director shall keep the
         Company informed of the amount of any National Health Insurance
         sickness or injury benefits to which he is entitled (whether or not
         these are received) and which are not covered by Statutory Sick Pay and
         a deduction of the amount of such benefit will be made by the Company
         from any salary payable under the Clause 10.1;

10.3     Notwithstanding the provisions of Clause 2.2 of this Agreement, if the
         Director shall continue so incapacitated for a longer period than
         twelve (12) consecutive months or if he shall be so incapacitated at
         different times for more than twelve (12) months in any one period of
         eighteen (18) consecutive months then and in either of such cases the
         Company shall be entitled forthwith to terminate the engagement of the
         Director by notice in writing and thereupon the Director shall have no
         claim against the Company in respect of such termination. The length of
         the said notice to be given to the Director hereunder shall be the
         minimum period permitted by statute and dependent upon his length of
         service.

                                       4
<PAGE>

11.      PENSION/LIFE INSURANCE

11.1     The Director is entitled to be a member of the British Biotech pension
         scheme for the time being in force or any additional or supplementary
         pension scheme established by the Company for his benefit or for the
         benefit of the Company's Directors or managers.

11.2     The Director shall be informed in writing whether a contracting out
         certificate is in force in respect of the employment of the Director.

11.3     The Director shall be entitled to receive a total monthly contribution
         payable by the Company into one or more appropriate pension schemes
         established by the Company, or into a personal pension scheme nominated
         by the Director, at a rate of 19% of a basic salary variable upwards by
         decision of the Board.

11.4     While this Agreement continues a lump sum benefit shall be payable on
         the Director's death to such beneficiaries identified by the Director
         in any expression of his wishes delivered to the Company before his
         death. The benefit is equal to four times the Director's basic annual
         salary at his death.

12.      GRIEVANCES/DISCIPLINARY DECISIONS

         Without prejudice to any rights he may have under this Agreement or
         operation of law should the Director have any question or grievance or
         be dissatisfied with any disciplinary decision concerning his
         employment hereunder, he should refer it to the Board whose decision
         shall be final and binding.

13.      CONFIDENTIALITY

13.1     In respect of Confidential Information of the Company or any Subsidiary
         or Associated Company, the Director will not, unless authorised to do
         so by the Board or by the Company's Chairman or by a Court of competent
         jurisdiction, during the continuance of his employment or for a period
         of five (5) years thereafter:

         (a) use Confidential Information for his own benefit or the benefit of
             any other person; or

         (b) disclose Confidential Information to any person; or

         (c) through any failure to exercise all reasonable care and diligence
             cause any disclosure of Confidential Information to any person.

13.2     Confidential Information shall include any information relating to
         research and development projects, inventions, processes, practical
         experience and methodology, technical and scientific data,
         specifications and formulae (whether or not patented or patentable)
         developed or acquired and owned or used by the Company any Subsidiary
         or Associated Company for the subject of research, production
         programmes, lists or details of transactions of, or related to, the
         Company any Subsidiary or Associated Company with customers, commercial
         relationships (including collaboration agreements) of, or related to,
         the Company any Subsidiary or Associated Company, finances, business
         developments and future business strategy of, or related to, the
         Company any Subsidiary or Associated Company which the Company has
         designated as confidential from time to time. Confidential Information
         shall not include information which is in the public domain otherwise
         than by virtue of breach of obligations to the Company or any
         Subsidiary or Associated Company.



                                       5
<PAGE>

13.3     The Company may from time to time notify the Director of any additional
         categories of information with regard to the businesses or activities
         of the Company, Subsidiary or Associated Company which it regards as
         confidential and which will be the subject to the restrictions in this
         Clause.

14.      PROTECTION OF INTERESTS OF THE COMPANY

14.1     Until the expiration of 12 months from the termination of the Agreement
         the Director will not directly or indirectly solicit or entice away or
         endeavour to entice away from the Company, any Subsidiary or Associated
         Company any person employed by the Company or that Subsidiary or
         Associated Company in any executive, sales, marketing, research, or
         technical support capacity as at the date of the termination of this
         Agreement in order to procure that such a person be engaged or employed
         by any other company.

14.2     After the termination of this Agreement or, if later, the date of his
         ceasing to be a Director of the Company, the Director will not
         represent himself or permit himself to be held out as being in any way
         connected with or interested in the business of the Company; and after
         the termination of this Agreement he will not represent himself or
         permit himself to be held out as being in any way connected with the
         business of any Subsidiary or Associated Company, except if and for so
         long as he remains a director or an employee of that Subsidiary or
         Associated Company.

15.      INVENTIONS

15.1     If at any time during the continuance of his employment the Director
         whether alone or with any other person, makes, discovers or develops
         any invention, product, process or idea which relates to or affects, or
         is capable of being used or adapted for use in or in connection with,
         the business or any product, process or intellectual property right of
         the Company or any Subsidiary or Associated Company, the invention,
         product, process, or idea will be the absolute property of the Company
         (except to the extent, if any, provided otherwise by Section 39 of the
         Patents Act 1977).

15.2     The Director will promptly and fully disclose to the Company any and
         all inventions, products, processes, and ideas relating in any way to
         the actual or projected products, business or affairs of the Company or
         any Subsidiary or Associated Company and made or discovered wholly or
         partly by the Director during the period of the Director's employment
         by the Company.

15.3     All other intellectual property including original work, industrial and
         artistic designs, copyrights, trade marks and Confidential Information,
         relating to the business of the Company, any Subsidiary or Associated
         Company composed, written, made, designed, or discovered by the
         Director in the course of his employment with the Company shall belong,
         exclusively to the Company.

15.4     The Director will, at the request and expense of the Company, do all
         things and sign all documents deemed by the Company necessary or
         appropriate:

         (a) to confirm or vest in the Company or any nominee of the Company all
             rights, interest and title in and to the Company's inventions and
             the intellectual property referred to in Clause 15.3;

         (b) to procure for the Company or its nominees, patent, design,
             copyright, trade mark or other protection for the Company's
             inventions and the intellectual property referred to in Clause 15.3
             in the United Kingdom of Great Britain and Northern Ireland and in


                                       6
<PAGE>

             such territories as the Company may in its absolute discretion from
             time to time direct; and

         (c) to assign to the Company or its nominees the right to make
             application for patent, design, copyright, trade mark or other
             protection for the Company's inventions and the intellectual
             property referred to in Clause 15.3 under the laws of territories
             outside the United Kingdom of Great Britain and Northern Ireland
             and/or under any treaty or international convention and to claim
             for such applications whatever priority rights may be lawful.

15.5     Except insofar as the provisions of the Patents Act 1977 apply, the
         Director's employment by the Company and the remuneration received as
         one of its employees shall constitute his sole right of compensation
         for the performance of his obligations herein contained.

15.6     If the Director ceases to be employed by the Company and enters the
         employment of any Associated Company or of any company which purchases
         the whole or part of any of the businesses of the Company or any such
         Associated Company, the Company may assign its rights under this Clause
         to such Associated Company or purchaser in which event Clauses 15.1 to
         15.7 of this Agreement shall (save for the enforcement by the previous
         employer of its rights hereunder) thenceforth be construed as if the
         expression the Company means such new employer.

15.7     There are no inventions or discoveries now owned wholly or partly by
         the Director which were made at a time when the Director was not
         employed by the Company, other than as disclosed in writing to the
         Company.

16.      PUBLICITY

         The Director shall not at any time make any untrue statement in
         relation to the Company or any Subsidiary or Associated Companies and
         in particular shall not after the termination of this Agreement
         wrongfully represent himself as being employed by or connected with the
         Company or any Subsidiary or Associated Companies.

17.      LIQUIDATION/AMALGAMATION

         If before the expiration of this Agreement the employment of the
         Director hereunder shall be terminated by reason of the liquidation of
         the Company for the purpose of amalgamation or reconstruction or as
         part of any arrangement for the amalgamation of the undertaking of the
         Company not involving liquidation the Director shall be offered
         employment with the amalgamated or reconstructed company for a period
         of not less than the unexpired term of this Agreement and on terms not
         less favourable than the terms of this Agreement.

18.      DEFAULT

         If the Director shall be guilty of any serious misconduct or any
         serious or (after due warning) persistent breach or non-observance of
         any of the conditions of this Agreement or shall neglect fail or refuse
         to carry out the duties properly assigned to him hereunder or shall
         become bankrupt or compound with his creditors, the Company shall be
         entitled summarily to terminate his employment hereunder without notice
         and the Director shall have no claim against the Company in respect of
         such termination notwithstanding anything contained elsewhere in this
         Agreement provided always that if any such act of misconduct or such
         breach or non-observance is capable of being remedied, the Director
         shall first be offered a reasonable opportunity to remedy the same
         prior to termination as aforesaid and, if and when so remedied, the
         employment of the Director hereunder shall continue without
         interruption.



                                       7
<PAGE>

19.      TERMINATION

19.1     This Agreement may be terminated by mutual agreement between the
         parties at any time or by either party giving 12 months notice in
         writing to the other.

19.2     On the termination of his employment for whatever reason the Director
         will promptly:

         (a) resign (if he has not already done so) from all offices held by him
             in the Company and any Subsidiaries or Associated Companies; and

         (b) deliver up to the Company all technical information, lists of
             customers, correspondence, documents and other property (including
             any car) relating to the business of the Company, any Subsidiary or
             Associated Company which may be in his possession or under his
             control; and

         (c) The Director irrevocably authorises the Company in his name and on
             his behalf to execute all documents and to all things necessary to
             effect the resignations referred to in Clause 19.2 in the event of
             his failure to do so.

19.3     Any termination of the employment of the Director will be without
         prejudice to his continuing obligations under this Agreement.

19.4     The Company has the right to suspend any of the Director's duties and
         powers during any period after notice of termination of the Agreement
         has been given by the Company or the Director. In particular, the
         Company may exercise this right where the Director resigns from the
         Company's employment in circumstances where it is reasonable for the
         Company to believe that he is or is about to become concerned in, or
         about to commence, a business which is, or is likely to be, competitive
         with any part of the business of the Company or any Associated or
         Subsidiary Company with which the Director was substantially engaged or
         concerned in the 12 months before the suspension started. Throughout
         any such period of suspension the Director's salary, pro rata bonus at
         a rate equivalent to the average bonus paid to him over the past three
         years and benefits to which he is entitled under this Agreement shall
         continue to be paid or provided by the Company. At any time during such
         period the Director will, at the request of the Board, immediately
         resign, without claim for compensation, his office as a director of the
         Company and any directorship or other office held by him in the Company
         or any Associated or Subsidiary Company. The period for which the
         restriction in Clause 14.1 applies shall be reduced by any other period
         over which the Company exercises its powers to suspend any of the
         Director's duties and powers under Clause 19.4.


20.      ADDITIONAL PARTICULARS

         The following additional particulars are given for the purposes of the
         Employment Rights Act 1996:

         (a) the employment of the Director by the Company will begin on
             Completion but the Director's previous employment with RiboTargets
             Holdings PLC shall be treated as part of his continuous employment.
             Accordingly, the date of the Director's continuous employment is
             July 1997.

         (b) except as otherwise provided by this Agreement, there are no terms
             or conditions of employment relating to hours of work or to normal
             working hours or to entitlement to


                                       8
<PAGE>



             holidays (including public holidays) or holiday pay or to
             incapacity for work due to sickness or injury or to pensions or
             pension schemes.

21.      TERM AND TERMINATION

         This Agreement shall remain in full force and effect until such time as
         the Director's employment by the Company as defined in Clause 2.1 shall
         terminate for any reason, whereupon this Agreement will terminate.

22.      CONTINUING TERMS

         The expiration or determination of this Agreement howsoever arising
         shall not operate to affect such of the provisions hereof as in
         accordance with their terms are expressed to operate or have effect
         thereafter and shall be without prejudice to any right or action
         already accrued to either party in respect of any breach of this
         Agreement by the other party.

23.      NOTICES

         Any notice to be given hereunder shall be in writing and be
         sufficiently served, in the case of the Director, by being delivered
         either personally to him or sent by registered post addressed to him at
         his usual or last known place of abode or, in the case of the Company,
         by being delivered at or sent by registered post or recorded delivery
         addressed to the Company's Chairman, or General Counsel at the
         Company's Registered Office and any such notice if so posted shall be
         deemed served three days following that on which it was posted and in
         proving such service it shall be sufficient to prove that the notice
         was properly addressed and dispatched.

IN WITNESS whereof the parties hereto have executed this Agreement as a Deed
the day and year first above written.



BRITISH BIOTECH PLC                )
executed this Agreement as a       )
Deed in the presence of:           ) /s/  Dan Last, 1 New Change, London

                                     Director /s/ A J Weir
                                              ---------------------------
                                     Director /s/  Timothy Edwards
                                              ---------------------------


Executed as a Deed by              ) /s/  Simon Sturge
SIMON STURGE                       )
in the presence of:                ) /s/  M G Draper, 160 Aldersgate Street, EC1



                                       9




<PAGE>


                               BRITISH BIOTECH PLC

        REGISTERED OFFICE: THAMES COURT, WATLINGTON ROAD, OXFORD OX4 6LY

                   REGISTERED IN ENGLAND AND WALES NO. 2304992


Simon Sturge
c/o Thames Court
Watlington Road
Oxford
OX4 6LY

                                                                17th July, 2003



Dear Simon,

This letter varies the terms of your service agreement with British Biotech plc
dated 21st March, 2003 (effective from 23rd April, 2003). All of the provisions
in your service agreement will remain the same with the exception of the
following change which will be effective from the Merger (as defined in the
draft Listing Particulars relating to the issue of new British Biotech plc
shares dated 14th July, 2003) becoming or being declared unconditional in all
respects.

The following paragraph shall be added as a new clause 24 to your service
agreement:

"CHANGE OF CONTROL

24.1     The Director shall be entitled at any time within six months after a
         Change in Control of the Company to terminate his employment by giving
         to the Company not less than 30 days prior notice in writing. Upon such
         termination or upon termination without notice by the Company during
         such six month period the Director shall be entitled to receive a
         payment forthwith by way of liquidated damages equal to 12 (twelve)
         times the Director's then monthly basic salary. The parties hereto
         agree that the sum set out in this sub-clause is a genuine pre-estimate
         of the Director's loss.

24.2     For the purposes of Clause 24.1 "Change of Control" of the Company
         shall take place on the date on which one person or a group of persons
         acting in concert holds, directly or indirectly, any shares in the
         Company which carry fifty per cent (50%) or more of the then voting
         rights of the Company but this will not, for the avoidance of doubt,
         include the completion of the Merger as defined in the draft Listing
         Particulars relating to the issue of new Company shares dated 14th July
         2003."


Your signature below will constitute your agreement to the terms set out above.


<PAGE>



.......................................         .............................

SIGNED FOR BRITISH BIOTECH PLC                 DATE


.......................................         .............................

SIGNED BY SIMON STURGE                         DATE




<PAGE>


                               BRITISH BIOTECH PLC

        REGISTERED OFFICE: THAMES COURT, WATLINGTON ROAD, OXFORD OX4 6LY

                   REGISTERED IN ENGLAND AND WALES NO. 2304992



Anthony Weir
XXXXXXXXXX
XXXXXXXXXX
XXXXXXXXXX

                                                                21st March 2003



Dear Anthony,

This letter varies the terms of your service agreement with British Biotech PLC
dated 24th June, 1999. The changes to your service agreement set out below are
conditional on Completion as defined in the Undertaking relating to the offer by
British Biotech PLC for RiboTargets Holdings PLC dated 21st March 2003. All of
the provisions in your service agreement will remain the same with the exception
of the following changes which will all be effective from Completion (as defined
above):

1.       Your salary will increase from Pound Sterling165,000 per annum to Pound
         Sterling180,000 per annum.

2.       British Biotech PLC may in its absolute discretion award to you a
         non-pensionable annual cash bonus of up to a maximum of 50% of your
         base salary dependent upon the achievement of performance targets which
         will be notified to you by the Board of Directors of British Biotech
         PLC in due course.

3.       The following paragraph shall be added to Clause 20 of your service
         agreement as a new Clause 20.5:

         "The Company has the right to suspend any of the Director's duties and
         powers during any period after notice of termination of the agreement
         has been given by the Company or the Director. In particular, the
         Company may exercise this right where the Director resigns from the
         Company's employment in circumstances where it is reasonable for the
         Company to believe that he is or is about to become concerned in, or
         about to commence, a business which is, or is likely to be, competitive
         with any part of the business of the Company or any Associated or
         Subsidiary Company with which the Director was substantially engaged or
         concerned in the 12 months before the suspension started. Throughout
         any such period of suspension the Director's salary, pro rata bonus at
         a rate equivalent to the average bonus paid to him over the past three
         years and benefits to which he is entitled under this agreement shall
         continue to be paid or provided by the Company. At any time during such
         period the Director will, at the request of the Board, immediately
         resign, without claim for compensation, his office as a director of the
         Company and any directorship or other office held by him in the Company
         or any Associated or Subsidiary Company. The period for which the
         restriction in Clause 14.1 applies shall be reduced by any other period
         over which the Company exercises its powers to suspend any of the
         Director's duties and powers under Clause 20.5."


<PAGE>


Your signature below will constitute your agreement to the terms set out above.




/s/  Timothy Edwards
................................                      ........................

SIGNED FOR BRITISH BIOTECH PLC                       DATE


/s/  A J Weir
................................                      ........................

SIGNED BY ANTHONY WEIR                               DATE





<PAGE>



                               BRITISH BIOTECH PLC

        REGISTERED OFFICE: THAMES COURT, WATLINGTON ROAD, OXFORD OX4 6LY

                   REGISTERED IN ENGLAND AND WALES NO. 2304992






Anthony Weir
c/o Thames Court
Watlington Road
Oxford
OX4 6LY

                                                                 16th July 2003




Dear Anthony,

This letter varies the terms of your service agreement with British Biotech plc
dated 24th June, 1999 (which has already been varied by a letter dated 21st
March, 2003) by replacing clause 19 of your service agreement with the following
wording:

"CHANGE OF CONTROL

19.1     The Director shall be entitled at any time within six months after a
         Change in Control of the Company to terminate his employment by giving
         to the Company not less than 30 days prior notice in writing. Upon such
         termination or upon termination without notice by the Company during
         such six month period the Director shall be entitled to receive a
         payment forthwith by way of liquidated damages equal to 12 (twelve)
         times the Director's then monthly basic salary. The parties hereto
         agree that the sum set out in this sub-clause is a genuine pre-estimate
         of the Director's loss.

19.2     For the purposes of Clause 19.1 "Change of Control" of the Company
         shall take place on the date on which one person or a group of persons
         acting in concert holds, directly or indirectly, any shares in the
         Company which carry fifty per cent (50%) or more of the then voting
         rights of the Company but this will not, for the avoidance of doubt,
         include the completion of the Merger as defined in the draft Listing
         Particulars relating to the issue of new Company shares dated 14th
         July, 2003."



<PAGE>

Your signature below will constitute your agreement to the terms set out above.




/s/  P J Fellner                                       17/07/03
-------------------------------                 --------------------------

SIGNED FOR BRITISH BIOTECH PLC                  DATE


/s/  A J Weir                                          17/07/03
-------------------------------                 --------------------------
SIGNED BY ANTHONY WEIR                          DATE












<PAGE>

                                SERVICE AGREEMENT


                                DATED 2nd JULY 2003



                             (1) BRITISH BIOTECH PLC

                                 (2) MR WORRALL







                                 ALLEN & OVERY

                                     London


<PAGE>






                                    CONTENTS

<TABLE>
<CAPTION>

CLAUSE                                                                PAGE
------                                                                ----
<S>                                                                   <C>
1.       Definitions...................................................2
2.       Appointment...................................................2
3.       Duties........................................................2
4.       Other Activities..............................................3
5.       Place of Performance..........................................3
6.       Remuneration..................................................3
7.       Expenses......................................................4
8.       Car...........................................................4
9.       Hours of Work/Holiday.........................................4
10.      Sickness/Injury...............................................4
11.      Pension/Life Insurance/Medical Insurance......................5
12.      Grievances/Disciplinary Decisions.............................5
13.      Confidentiality...............................................5
14.      Protection of Interests of the Company........................6
15.      Inventions....................................................6
16.      Publicity.....................................................7
17.      Liquidation/Amalgamation......................................7
18.      Default.......................................................8
19.      Termination...................................................8
20.      Change of Control.............................................9
21.      Additional Particulars........................................9
22.      Term and Termination..........................................9
23.      Continuing Terms..............................................9
24.      Notices.......................................................9
25.      Entire Agreement.............................................10
</TABLE>



                                       1
<PAGE>



THIS AGREEMENT is made the          day of July 2003

BETWEEN:

(1)      BRITISH BIOTECH PLC (registered number 2304992) whose registered office
         is situated at Watlington Road, Oxford OX4 6LY (THE COMPANY); and

(2)      PETER WORRALL c/o Vernalis Group plc, Oakdene Court, 613 Reading Road,
         Winnersh, Wokingham, Berkshire RG41 5UA (THE DIRECTOR).

NOW IT IS HEREBY AGREED as follows:

1.       DEFINITIONS

         In this Agreement the following expressions shall have the following
         meanings:

         SUBSIDIARY means any company which for the time being is a subsidiary
         company (as such expression is defined by Section 736 of the Companies
         Act 1985 as amended by Section 144 of the Companies Act 1989) of any
         other company;

         ASSOCIATED COMPANY means any company which for the time being is a
         holding company (as such expression is defined by Section 736 of the
         Companies Act 1985 as amended by Section 144 of the Companies Act 1989)
         of the Company or any subsidiary of any such holding company;

         THE BOARD means the Board of Directors of the Company;

         TERMINATION DATE means the date on which the employment of the Director
         under this Agreement shall terminate for whatever reason irrespective
         of whether the Company shall have been in breach of this Agreement.

2.       APPOINTMENT

2.1      The Director shall be appointed Corporate Development Director of the
         Company (which shall be deemed to be his job title for the purposes of
         this Agreement and of the Employment Rights Act 1996) unless amended by
         a letter in writing from the Company.

2.2      The appointment may be terminated by either party giving to the other
         not less than 12 calendar months prior notice in writing.

2.3      The Director has been appointed a Director of the Company and will
         remain so during the period of his employment by the Company.

2.4      This Agreement shall not take effect until the date on which the offer
         by the Company to acquire the entire issued share capital of Vernalis
         Group plc (VERNALIS) announced on or about 3rd July 2003 becomes or is
         declared to be unconditional in all respects (COMPLETION).

3.       DUTIES

         During the continuance of his engagement hereunder the Director shall:

         (a) be responsible for the integration of the businesses of Vernalis
             and the Company and for the Company's corporate development
             activities;

                                       2
<PAGE>

         (b) perform such duties and exercise such powers, authorities and
             discretions consistent with his role of Corporate Development
             Director as the Company's Chief Executive Officer or the Board
             shall from time to time delegate to him on such terms and
             conditions and subject to such restrictions as the Chief Executive
             Officer or the Board may from time to time reasonably impose;

         (c) use his best endeavours to promote the interests of the Company and
             those of its Subsidiary and Associated Companies for the time being
             and shall during normal business hours unless prevented by illness
             or other incapacity devote the whole of his time, attention and
             abilities to the business and affairs of the Company and its
             Subsidiary and Associated Companies, if any, for the time being;

         (d) in the discharge of such duties and in the exercise of such powers
             observe and comply with all relevant resolutions, regulations and
             directions from time to time made or given by the Board.

         (e) act as an officer of any Subsidiary or Associated Company or hold
             any other appointment or office as nominee or representative of the
             Company or any Subsidiary or Associated Company as directed by the
             Board.

4.       OTHER ACTIVITIES

         The Director shall not during the continuance of this Agreement without
         the consent of the Board (such consent not to be unreasonably withheld
         or delayed) directly or indirectly engage in any other business or be
         concerned or interested (within the meaning contained in Part VI of the
         Companies Act 1985) in the share capital of any other business save
         that he may be interested (defined as aforesaid) as a holder or
         beneficial owner of not more than five per cent. (5%) of any class of
         stock shares or debentures which are listed on any publicly quoted
         market.

5.       PLACE OF PERFORMANCE

         The Director's duties hereunder shall be performed at the Company's
         head office or at such other place as the Chief Executive Officer or
         Board shall from time to time reasonably direct and further the Chief
         Executive Officer or Board shall be at liberty to appoint the Director
         to serve any of its Subsidiary or Associated Companies if any for the
         time being (without further remuneration unless otherwise agreed) in
         his capacity as Corporate Development Director.

6.       REMUNERATION

         As remuneration for his services hereunder the Director shall be
         entitled to a basic salary payable at the rate of two hundred and
         thirty thousand pounds sterling (Pound Sterling230,000) per annum
         (exclusive of any bonus award, pension contribution or share option
         grant which may from time to time be made by the Board) payable in
         equal monthly instalments (and proportionately for any lesser period
         each monthly instalment being deemed to accrue rateably from day to
         day) on the last day of every calendar month in arrears. Such
         remuneration shall be inclusive of any fees payable to him as a
         Director or other officer of the Company or of its Subsidiary or
         Associated Companies if any for the time being. The salary payable
         hereunder shall be variable upwards by decision of the Board and
         subject to review during the month of April 2004 and at least once in
         each financial year thereafter. The Company may in its absolute
         discretion award to the Director a non-pensionable annual cash bonus of
         up to a maximum of 50 per cent. of base salary dependant upon the
         achievement of performance targets which will be notified to the
         Director by the Board of Directors of British Biotech plc.



                                       3
<PAGE>

7.       EXPENSES

         The Company shall pay to the Director all reasonable travelling
         entertainment and other expenses incurred by him in the performance of
         his duties under this Agreement. The Director shall, on being so
         required, provide the Company with vouchers or other evidence of actual
         payment of such expenses.

8.       CAR

         The Director will receive a non pensionable cash car allowance of Pound
         Sterling12,600 per annum.

9.       HOURS OF WORK/HOLIDAY

9.1      The Director shall perform such hours of work as may from time to time
         be reasonably required of him and shall not be entitled to receive any
         additional remuneration for work outside his normal hours which said
         normal hours shall for statutory purposes be deemed to be from 9.00 am
         to 5.30 pm Monday to Thursday inclusive and 9.00 am to 4.15 pm on
         Friday.

9.2      The Director shall be entitled during every calendar year to a minimum
         of thirty (30) working days holiday in addition to bank or public
         holidays in the UK, or to such longer holidays as shall from time to
         time be agreed by the Board, during which his remuneration hereunder
         shall continue to be payable. Holidays shall be taken at such times as
         the Director and the Company's Chief Executive Officer shall consider
         most convenient having regard to the requirements of the Company's
         business. Holiday entitlement during the calendar year in which the
         Director's employment commences and ceases will be based on his length
         of service in the calendar year in question and will be proportionate
         to the whole year's entitlement. Up to five days holiday may be carried
         forward to the next holiday year but no further. On termination of
         employment the Director will be made a payment in respect of accrued
         but untaken holiday for that holiday year.

10.      SICKNESS/INJURY

10.1     In the event that the Director shall at any time be prevented by
         illness or other incapacity from properly performing his duties
         hereunder (and shall if required furnish the Board with evidence
         satisfactory to them of such incapacity) he shall be entitled to
         receive his full salary for the first six (6) months and one half of
         his full salary for the next consecutive period of six (6) months
         during which such incapacity shall continue;

10.2     Any salary received by the Director pursuant to the foregoing Clause
         10.1 shall be inclusive of any payment which the Company is required to
         make in respect of Statutory Sick Pay. The Director shall keep the
         Company informed of the amount of any National Health Insurance
         sickness or injury benefits to which he is entitled (whether or not
         these are received) and which are not covered by Statutory Sick Pay and
         a deduction of the amount of such benefit will be made by the Company
         from any salary payable under the Clause 10.1;

10.3     Notwithstanding the provisions of Clause 2.2 of this Agreement, if the
         Director shall continue so incapacitated for a longer period than
         twelve (12) consecutive months or if he shall be so incapacitated at
         different times for more than twelve (12) months in any one period of
         eighteen (18) consecutive months then and in either of such cases the
         Company shall be entitled forthwith to terminate the engagement of the
         Director by notice in writing and thereupon the Director shall have no
         claim against the Company in respect of such termination. The length of
         the said notice to be given to the Director hereunder shall be the
         minimum period permitted by statute and dependent upon his length of
         service. The Company may not exercise its power to terminate the
         engagement of the Director under this


                                       4
<PAGE>

         clause 10.3 if the Director is, at the relevant time, in receipt of
         benefits under the income protection cover referred to in clause 11.4
         below.

11.      PENSION/LIFE INSURANCE/MEDICAL INSURANCE

11.1     The Director shall be informed in writing whether a contracting out
         certificate is in force in respect of the employment of the Director.

11.2     The Director shall be entitled to receive a total monthly contribution
         payable by the Company into one or more appropriate pension schemes
         established by the Company, or into a personal pension scheme nominated
         by the Director, at a rate of 19% of a basic salary variable upwards by
         decision of the Board. Alternatively, at the Director's option and on
         such terms as may be agreed with the Company, the Company shall pay the
         Director an additional monthly cash allowance in lieu of all or part of
         any pension contributions by the Company less tax and National
         Insurance, provided this does not result in any additional cost to the
         Company. For the avoidance of doubt, this allowance shall not be taken
         into account in relation to the calculation of any salary related
         benefits.

11.3     While this Agreement continues a lump sum benefit shall be payable on
         the Director's death to such beneficiaries identified by the Director
         in any expression of his wishes delivered to the Company before his
         death. The benefit is equal to four times the Director's basic annual
         salary at his death.

11.4     The Director (and his spouse and dependant children living in the UK)
         shall be entitled to receive private health care. The Director shall
         also be entitled to income protection cover equivalent to 3/4 of basic
         salary (minus the State Incapacity Benefit). These benefits will be
         subject to the terms of the insurance or other arrangements under which
         the benefits are provided.

12.      GRIEVANCES/DISCIPLINARY DECISIONS

         Without prejudice to any rights he may have under this Agreement or
         operation of law should the Director have any question or grievance or
         be dissatisfied with any disciplinary decision concerning his
         employment hereunder, he should refer it to the Board whose decision
         shall be final and binding.

13.      CONFIDENTIALITY

13.1     In respect of Confidential Information of the Company or any Subsidiary
         or Associated Company, the Director will not, unless authorised to do
         so by the Board or by the Company's Chief Executive Officer or by a
         Court of competent jurisdiction, during the continuance of his
         employment or for a period of five (5) years thereafter:

         (a) use Confidential Information for his own benefit or the benefit of
             any other person; or

         (b) disclose Confidential Information to any person; or

         (c) through any failure to exercise all reasonable care and diligence
             cause any disclosure of Confidential Information to any person.

13.2     Confidential Information shall include any information relating to
         research and development projects, inventions, processes, practical
         experience and methodology, technical and scientific data,
         specifications and formulae (whether or not patented or patentable)
         developed or acquired and owned or used by the Company any Subsidiary
         or Associated Company for the


                                       5
<PAGE>

         subject of research, production programmes, lists or details of
         transactions of, or related to, the Company any Subsidiary or
         Associated Company with customers, commercial relationships (including
         collaboration agreements) of, or related to, the Company any Subsidiary
         or Associated Company, finances, business developments and future
         business strategy of, or related to, the Company any Subsidiary or
         Associated Company which the Company has designated as confidential
         from time to time. Confidential Information shall not include
         information which is in the public domain otherwise than by virtue of
         breach of obligations to the Company or any Subsidiary or Associated
         Company.

13.3     The Company may from time to time notify the Director of any additional
         categories of information with regard to the businesses or activities
         of the Company, Subsidiary or Associated Company which it regards as
         confidential and which will be the subject to the restrictions in this
         Clause.

14.      PROTECTION OF INTERESTS OF THE COMPANY

14.1     Until the expiration of 12 months from the termination of the Agreement
         the Director will not directly or indirectly solicit or entice away or
         endeavour to entice away from the Company, any Subsidiary or Associated
         Company any person employed by the Company or that Subsidiary or
         Associated Company in any executive, sales, marketing, research, or
         technical support capacity as at the date of the termination of this
         Agreement in order to procure that such a person be engaged or employed
         by any other company.

14.2     After the termination of this Agreement or, if later, the date of his
         ceasing to be a Director of the Company, the Director will not
         represent himself or permit himself to be held out as being in any way
         connected with or interested in the business of the Company; and after
         the termination of this Agreement he will not represent himself or
         permit himself to be held out as being in any way connected with the
         business of any Subsidiary or Associated Company, except if and for so
         long as he remains a director or an employee of that Subsidiary or
         Associated Company.

15.      INVENTIONS

15.1     If at any time during the continuance of his employment the Director
         whether alone or with any other person, makes, discovers or develops
         any invention, product, process or idea which relates to or affects, or
         is capable of being used or adapted for use in or in connection with,
         the business or any product, process or intellectual property right of
         the Company or any Subsidiary or Associated Company, the invention,
         product, process, or idea will be the absolute property of the Company
         (except to the extent, if any, provided otherwise by Section 39 of the
         Patents Act 1977).

15.2     The Director will promptly and fully disclose to the Company any and
         all inventions, products, processes, and ideas relating in any way to
         the actual or projected products, business or affairs of the Company or
         any Subsidiary or Associated Company and made or discovered wholly or
         partly by the Director during the period of the Director's employment
         by the Company.

15.3     All other intellectual property including original work, industrial and
         artistic designs, copyrights, trade marks and Confidential Information,
         relating to the business of the Company, any Subsidiary or Associated
         Company composed, written, made, designed, or discovered by the
         Director in the course of his employment with the Company shall belong,
         exclusively to the Company.



                                       6
<PAGE>

15.4     The Director will, at the request and expense of the Company, do all
         things and sign all documents deemed by the Company necessary or
         appropriate:

         (a) to confirm or vest in the Company or any nominee of the Company all
             rights, interest and title in and to the Company's inventions and
             the intellectual property referred to in Clause 15.3;

         (b) to procure for the Company or its nominees, patent, design,
             copyright, trade mark or other protection for the Company's
             inventions and the intellectual property referred to in Clause 15.3
             in the United Kingdom of Great Britain and Northern Ireland and in
             such territories as the Company may in its absolute discretion from
             time to time direct; and

         (c) to assign to the Company or its nominees the right to make
             application for patent, design, copyright, trade mark or other
             protection for the Company's inventions and the intellectual
             property referred to in Clause 15.3 under the laws of territories
             outside the United Kingdom of Great Britain and Northern Ireland
             and/or under any treaty or international convention and to claim
             for such applications whatever priority rights may be lawful.

15.5     Except insofar as the provisions of the Patents Act 1977 apply, the
         Director's employment by the Company and the remuneration received as
         one of its employees shall constitute his sole right of compensation
         for the performance of his obligations herein contained.

15.6     If the Director ceases to be employed by the Company and enters the
         employment of any Associated Company or of any company which purchases
         the whole or part of any of the businesses of the Company or any such
         Associated Company, the Company may assign its rights under this Clause
         to such Associated Company or purchaser in which event Clauses 15.1 to
         15.7 of this Agreement shall (save for the enforcement by the previous
         employer of its rights hereunder) thenceforth be construed as if the
         expression the Company means such new employer.

15.7     There are no inventions or discoveries now owned wholly or partly by
         the Director which were made at a time when the Director was not
         employed by the Company, other than as disclosed in writing to the
         Company.

16.      PUBLICITY

         The Director shall not knowingly or recklessly at any time make any
         untrue statement in relation to the Company or any Subsidiary or
         Associated Companies and in particular shall not after the termination
         of this Agreement wrongfully represent himself as being employed by or
         connected with the Company or any Subsidiary or Associated Companies.

17.      LIQUIDATION/AMALGAMATION

         If before the expiration of this Agreement the employment of the
         Director hereunder shall be terminated by reason of the liquidation of
         the Company for the purpose of amalgamation or reconstruction or as
         part of any arrangement for the amalgamation of the undertaking of the
         Company not involving liquidation the Director shall be offered
         employment with the amalgamated or reconstructed company on terms not
         less favourable than the terms of this Agreement.

                                       7
<PAGE>


18.      DEFAULT

         If the Director shall be guilty of any serious misconduct or any
         serious or (after due warning) persistent breach or non-observance of
         any of the conditions of this Agreement or shall neglect fail or refuse
         to carry out the duties properly assigned to him hereunder or shall
         become bankrupt or compound with his creditors, the Company shall be
         entitled summarily to terminate his employment hereunder without notice
         and the Director shall have no claim against the Company in respect of
         such termination notwithstanding anything contained elsewhere in this
         Agreement provided always that if any such act of misconduct or such
         breach or non-observance is capable of being remedied, the Director
         shall first be offered a reasonable opportunity to remedy the same
         prior to termination as aforesaid and, if and when so remedied, the
         employment of the Director hereunder shall continue without
         interruption.

19.      TERMINATION

19.1     This Agreement may be terminated by mutual agreement between the
         parties at any time or by either party giving 12 months notice in
         writing to the other.

19.2     On the termination of his employment for whatever reason the Director
         will promptly:

         (a) resign (if he has not already done so) from all offices held by him
             in the Company and any Subsidiaries or Associated Companies; and

         (b) deliver up to the Company all technical information, lists of
             customers, correspondence, documents and other property (including
             any car) relating to the business of the Company, any Subsidiary or
             Associated Company which may be in his possession or under his
             control; and

         (c) The Director irrevocably authorises the Company in his name and on
             his behalf to execute all documents and to all things necessary to
             effect the resignations referred to in Clause 19.2 in the event of
             his failure to do so.

19.3     Any termination of the employment of the Director will be without
         prejudice to his continuing obligations under this Agreement.

19.4     The Company has the right to suspend any of the Director's duties and
         powers during any period after notice of termination of the Agreement
         has been given by the Company or the Director. In particular, the
         Company may exercise this right where the Director resigns from the
         Company's employment in circumstances where it is reasonable for the
         Company to believe that he is or is about to become concerned in, or
         about to commence, a business which is, or is likely to be, competitive
         with any part of the business of the Company or any Associated or
         Subsidiary Company with which the Director was substantially engaged or
         concerned in the 12 months before the suspension started. Throughout
         any such period of suspension the Director's salary, pro rata bonus at
         a rate equivalent to the average bonus paid to him over the past three
         years and benefits to which he is entitled under this Agreement shall
         continue to be paid or provided by the Company. At any time during such
         period the Director will, at the request of the Board, immediately
         resign, without claim for compensation, his office as a director of the
         Company and any directorship or other office held by him in the Company
         or any Associated or Subsidiary Company. The period for which the
         restriction in Clause 14.1 applies shall be reduced by any other period
         over which the Company exercises its powers to suspend any of the
         Director's duties and powers under Clause 19.4.




                                       8
<PAGE>

20.      CHANGE OF CONTROL

20.1     The Director shall be entitled at any time within six months after a
         Change in Control of the Company to terminate his employment by giving
         to the Company not less than 30 days prior notice in writing. Upon such
         termination or upon termination without notice by the Company during
         such six month period the Director shall be entitled to receive a
         payment forthwith by way of liquidated damages equal to 12 (twelve)
         times the Director's then monthly basic salary. The parties hereto
         agree that the sum set out in this sub-clause is a genuine pre-estimate
         of the Director's loss.

20.2     For the purposes of Clause 20.1 "Change of Control" of the Company
         shall take place on the date on which one person or a group of persons
         acting in concert holds, directly or indirectly, any shares in the
         Company which carry fifty per cent (50%) or more of the then voting
         rights of the Company and a Change of Control shall be deemed to have
         taken place upon Completion.

21.      ADDITIONAL PARTICULARS

         The following additional particulars are given for the purposes of the
         Employment Rights Act 1996:

         (a) the employment of the Director by the Company will begin on
             Completion but the Director's previous employment with Vernalis
             Group plc shall be treated as part of his continuous employment.
             Accordingly, the date of the Director's continuous employment is
             1st September 1993.

         (b) except as otherwise provided by this Agreement, there are no terms
             or conditions of employment relating to hours of work or to normal
             working hours or to entitlement to holidays (including public
             holidays) or holiday pay or to incapacity for work due to sickness
             or injury or to pensions or pension schemes.

22.      TERM AND TERMINATION

         This Agreement shall remain in full force and effect until such time as
         the Director's employment by the Company as defined in Clause 2.1 shall
         terminate for any reason, whereupon this Agreement will terminate.

23.      CONTINUING TERMS

         The expiration or determination of this Agreement howsoever arising
         shall not operate to affect such of the provisions hereof as in
         accordance with their terms are expressed to operate or have effect
         thereafter and shall be without prejudice to any right or action
         already accrued to either party in respect of any breach of this
         Agreement by the other party.

24.      NOTICES

         Any notice to be given hereunder shall be in writing and be
         sufficiently served, in the case of the Director, by being delivered
         either personally to him or sent by registered post addressed to him at
         his usual or last known place of abode or, in the case of the Company,
         by being delivered at or sent by registered post or recorded delivery
         addressed to the Company's Chief Executive Officer, or General Counsel
         at the Company's Registered Office and any such notice if so posted
         shall be deemed served three days following that on which it was posted
         and in proving such service it shall be sufficient to prove that the
         notice was properly addressed and dispatched.

                                       9
<PAGE>

25.      ENTIRE AGREEMENT

         The terms of this Agreement constitute the entire agreement and
         understanding between the parties hereto and they supersede and replace
         all prior negotiations, agreements, arrangements or understandings
         (whether implied or express, orally or in writing) relating to the
         employment of the Director between the Company and the Director or
         between Vernalis Group plc and the Director all of which will cease to
         have effect from Completion.

IN WITNESS whereof the parties hereto have executed this Agreement as a Deed
the day and year first above written.



BRITISH BIOTECH PLC                    )
executed this Agreement as a           )
Deed in the presence of:               )
                                            Director   /s/   P J Fellner

                                            Director  /s/   Simon Sturge



Executed as a Deed by                  )
PETER WORRALL                          )
in the presence of:                    )   /s/  Peter Worrall

                                           /s/  Amanda Worrall, XXXXXXXXXX



                                       10



<PAGE>
                                                                 BRITISH BIOTECH


1 July 2003


Mr Peter Worrall
Vernalis Group plc
Oakdene Court
613 Reading Road
Winnersh
Wokingham
Berkshire
RG41 5UA



Dear Peter

This letter is to confirm the proposed option grant to be made to you by British
Biotech plc ("BRITISH BIOTECH") subject to the conditions set out in this
letter.

As Chairman of the remuneration committee of British Biotech, I will put
forward, for approval by the remuneration committee of British Biotech at its
next meeting on or around 15 July 2003, that you should be granted an option
under and in accordance with the rules of the British Biotech Discretionary
Share Option Plan (the "PLAN") over such number of British Biotech shares whose
market value, at the time of grant, is as close as possible to (but not greater
than) two times your base salary of Sterling Pound230,000 (the "OPTION").

Subject to the approval of the remuneration committee of the grant of the
Option, the exercise of the Option will be conditional upon the satisfaction
of a performance target, to be agreed by the remuneration committee of British
Biotech and set out on the grant of the Option. The remuneration committee will
also be considering some changes to the rules of the Plan and the Option will
be granted subject to the rules at the time of grant. In particular, British
Biotech retains the flexibility to treat the Option as an Equity Settled Stock
Appreciation Right meaning it could, at its discretion, provide you with shares
in British Biotech up to a value equivalent to the gain on the Option at
exercise, rather than receiving an exercise price from you and providing the
full value of the shares underlying the Option.

The grant of the Option is subject to approval by the remuneration committee of
British Biotech, to the offer by British Biotech for the entire issued share
capital of Vernalis Group plc becoming or being declared unconditional in all
respects ("COMPLETION") and to your appointment as Corporate Development
Director of British Biotech.

The intention is that the Option should be granted to you as soon as reasonably
practicable following Completion.

Yours sincerely


/s/ Keith Merrifield

Keith Merrifield
Chairman of the remuneration committee
British Biotech plc
<PAGE>


                               BRITISH BIOTECH PLC
                         WATLINGTON ROAD OXFORD OX4 6LY
                                TEL 01865 748747
                   REGISTERED IN ENGLAND AND WALES NO.2304992









                                                                  2nd July 2003


Dear Peter,

I am writing to clarify certain aspects of the bonus arrangements referred to in
clause 6 of your service agreement with British Biotech Plc (the "COMPANY").

In respect of the current bonus year which runs from 1st May to 30th April the
Company will set performance targets for you as soon as reasonably practicable
following Completion (as defined in your service agreement with the Company).
Your maximum potential bonus will be calculated on a pro-rata basis, judged
against your achievement of the performance targets which the Company has set.

Whilst you do not have any contractual right to receive a pro-rata bonus payment
should your employment terminate before the date on which any bonus is paid, I
can confirm that in the past, the Company has paid a pro-rata bonus up to the
termination date where employment is terminated before the bonus payment date. A
pro-rata bonus payment would, of course, only be made in these circumstances if
any relevant performance targets have been or are likely to be achieved.

Yours sincerely,

/s/  Simon Sturge

SIMON STURGE





<PAGE>


                                SERVICE AGREEMENT



                                DATED 2nd JULY 2003



                             (1) BRITISH BIOTECH PLC


                                (2) DR HUTCHISON












                                 ALLEN & OVERY

                                     London


<PAGE>




                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE                                                                      PAGE
------                                                                      ----

<S>                                                                          <C>
1.       Definitions..........................................................2
2.       Appointment..........................................................2
3.       Duties...............................................................2
4.       Other Activities.....................................................3
5.       Place of Performance.................................................3
6.       Remuneration.........................................................3
7.       Expenses.............................................................4
8.       Car..................................................................4
9.       Hours of Work/Holiday................................................4
10.      Sickness/Injury......................................................4
11.      Pension/Life Insurance/Medical Insurance.............................5
12.      Grievances/Disciplinary Decisions....................................5
13.      Confidentiality......................................................5
14.      Protection of Interests of the Company...............................6
15.      Inventions...........................................................6
16.      Publicity............................................................7
17.      Liquidation/Amalgamation.............................................7
18.      Default..............................................................8
19.      Termination..........................................................8
20.      Change of Control....................................................9
21.      Additional Particulars...............................................9
22.      Term and Termination.................................................9
23.      Continuing Terms.....................................................9
24.      Notices..............................................................9
25.      Entire Agreement....................................................10
</TABLE>



                                       1
<PAGE>


THIS AGREEMENT is made the          day of  July 2003

BETWEEN:

(1)      BRITISH BIOTECH PLC (registered number 2304992) whose registered office
         is situated at Watlington Road, Oxford OX4 6LY (THE COMPANY); and

(2)      JOHN HUTCHISON c/o Vernalis Group plc, Oakdene Court, 613 Reading Road,
         Winnersh, Wokingham, Berkshire RG41 5UA (THE DIRECTOR).

NOW IT IS HEREBY AGREED as follows:

1.       DEFINITIONS

         In this Agreement the following expressions shall have the following
         meanings:

         SUBSIDIARY means any company which for the time being is a subsidiary
         company (as such expression is defined by Section 736 of the Companies
         Act 1985 as amended by Section 144 of the Companies Act 1989) of any
         other company;

         ASSOCIATED COMPANY means any company which for the time being is a
         holding company (as such expression is defined by Section 736 of the
         Companies Act 1985 as amended by Section 144 of the Companies Act 1989)
         of the Company or any subsidiary of any such holding company;

         THE BOARD means the Board of Directors of the Company;

         TERMINATION DATE means the date on which the employment of the Director
         under this Agreement shall terminate for whatever reason irrespective
         of whether the Company shall have been in breach of this Agreement.

2.       APPOINTMENT

2.1      The Director shall be appointed Development Director of the Company
         (which shall be deemed to be his job title for the purposes of this
         Agreement and of the Employment Rights Act 1996) unless amended by a
         letter in writing from the Company.

2.2      The appointment may be terminated by either party giving to the other
         not less than 12 calendar months prior notice in writing.

2.3      The Director has been appointed a Director of the Company and will
         remain so during the period of his employment by the Company.

2.4      This Agreement shall not take effect until the date on which the offer
         by the Company to acquire the entire issued share capital of Vernalis
         Group plc (VERNALIS) announced on or about 3rd July 2003 becomes or is
         declared to be unconditional in all respects (COMPLETION).

3.       DUTIES

         During the continuance of his engagement hereunder the Director shall:

         (a) be responsible for the development of the Company's product
             development portfolio;

                                       2
<PAGE>

         (b) perform such duties and exercise such powers, authorities and
             discretions consistent with his role of Development Director as the
             Company's Chief Executive Officer or the Board shall from time to
             time delegate to him on such terms and conditions and subject to
             such restrictions as the Chief Executive Officer or the Board may
             from time to time reasonably impose;

         (c) use his best endeavours to promote the interests of the Company and
             those of its Subsidiary and Associated Companies for the time being
             and shall during normal business hours unless prevented by illness
             or other incapacity devote the whole of his time, attention and
             abilities to the business and affairs of the Company and its
             Subsidiary and Associated Companies, if any, for the time being;

         (d) in the discharge of such duties and in the exercise of such powers
             observe and comply with all relevant resolutions, regulations and
             directions from time to time made or given by the Board.

         (e) act as an officer of any Subsidiary or Associated Company or hold
             any other appointment or office as nominee or representative of the
             Company or any Subsidiary or Associated Company as directed by the
             Board.

4.       OTHER ACTIVITIES

         The Director shall not during the continuance of this Agreement without
         the consent of the Board (such consent not to be unreasonably withheld
         or delayed) directly or indirectly engage in any other business or be
         concerned or interested (within the meaning contained in Part VI of the
         Companies Act 1985) in the share capital of any other business save
         that he may be interested (defined as aforesaid) as a holder or
         beneficial owner of not more than five per cent. (5%) of any class of
         stock shares or debentures which are listed on any publicly quoted
         market.

5.       PLACE OF PERFORMANCE

         The Director's duties hereunder shall be performed at the Company's
         head office or at such other place as the Chief Executive Officer or
         Board shall from time to time reasonably direct and further the Chief
         Executive Officer or Board shall be at liberty to appoint the Director
         to serve any of its Subsidiary or Associated Companies if any for the
         time being (without further remuneration unless otherwise agreed) in
         his capacity as Development Director.

6.       REMUNERATION

         As remuneration for his services hereunder the Director shall be
         entitled to a basic salary payable at the rate of one hundred and
         eighty thousand pounds sterling (Pound Sterling180,000) per annum
         (exclusive of any bonus award, pension contribution or share option
         grant which may from time to time be made by the Board) payable in
         equal monthly instalments (and proportionately for any lesser period
         each monthly instalment being deemed to accrue rateably from day to
         day) on the last day of every calendar month in arrears. Such
         remuneration shall be inclusive of any fees payable to him as a
         Director or other officer of the Company or of its Subsidiary or
         Associated Companies if any for the time being. The salary payable
         hereunder shall be variable upwards by decision of the Board and
         subject to review during the month of April 2004 and at least once in
         each financial year thereafter. The Company may in its absolute
         discretion award to the Director a non-pensionable annual cash bonus of
         up to a maximum of 50 per cent. of base salary dependant upon the
         achievement of performance targets which will be notified to the
         Director by the Board of Directors of British Biotech plc.



                                       3
<PAGE>

7.       EXPENSES

         The Company shall pay to the Director all reasonable travelling
         entertainment and other expenses incurred by him in the performance of
         his duties under this Agreement. The Director shall, on being so
         required, provide the Company with vouchers or other evidence of actual
         payment of such expenses.

8.       CAR

         The Director will receive a non pensionable cash car allowance of
         Pound Sterling12,600 per annum.

9.       HOURS OF WORK/HOLIDAY

9.1      The Director shall perform such hours of work as may from time to time
         be reasonably required of him and shall not be entitled to receive any
         additional remuneration for work outside his normal hours which said
         normal hours shall for statutory purposes be deemed to be from 9.00 am
         to 5.30 pm Monday to Thursday inclusive and 9.00 am to 4.15 pm on
         Friday.

9.2      The Director shall be entitled during every calendar year to a minimum
         of thirty (30) working days holiday in addition to bank or public
         holidays in the UK, or to such longer holidays as shall from time to
         time be agreed by the Board, during which his remuneration hereunder
         shall continue to be payable. Holidays shall be taken at such times as
         the Director and the Company's Chief Executive Officer shall consider
         most convenient having regard to the requirements of the Company's
         business. Holiday entitlement during the calendar year in which the
         Director's employment commences and ceases will be based on his length
         of service in the calendar year in question and will be proportionate
         to the whole year's entitlement. Up to five days holiday may be carried
         forward to the next holiday year but no further. On termination of
         employment the Director will be made a payment in respect of accrued
         but untaken holiday for that holiday year.

10.      SICKNESS/INJURY

10.1     In the event that the Director shall at any time be prevented by
         illness or other incapacity from properly performing his duties
         hereunder (and shall if required furnish the Board with evidence
         satisfactory to them of such incapacity) he shall be entitled to
         receive his full salary for the first six (6) months and one half of
         his full salary for the next consecutive period of six (6) months
         during which such incapacity shall continue;

10.2     Any salary received by the Director pursuant to the foregoing Clause
         10.1 shall be inclusive of any payment which the Company is required to
         make in respect of Statutory Sick Pay. The Director shall keep the
         Company informed of the amount of any National Health Insurance
         sickness or injury benefits to which he is entitled (whether or not
         these are received) and which are not covered by Statutory Sick Pay and
         a deduction of the amount of such benefit will be made by the Company
         from any salary payable under the Clause 10.1;

10.3     Notwithstanding the provisions of Clause 2.2 of this Agreement, if the
         Director shall continue so incapacitated for a longer period than
         twelve (12) consecutive months or if he shall be so incapacitated at
         different times for more than twelve (12) months in any one period of
         eighteen (18) consecutive months then and in either of such cases the
         Company shall be entitled forthwith to terminate the engagement of the
         Director by notice in writing and thereupon the Director shall have no
         claim against the Company in respect of such termination. The length of
         the said notice to be given to the Director hereunder shall be the
         minimum period permitted by statute and dependent upon his length of
         service. The Company may not exercise its power to terminate the
         engagement of the Director under this



                                       4
<PAGE>

         clause 10.3 if the Director is, at the relevant time, in receipt of
         benefits under the income protection cover referred to in clause 11.4
         below.

11.      PENSION/LIFE INSURANCE/MEDICAL INSURANCE

11.1     The Director shall be informed in writing whether a contracting out
         certificate is in force in respect of the employment of the Director.

11.2     The Director shall be entitled to receive a total monthly contribution
         payable by the Company into one or more appropriate pension schemes
         established by the Company, or into a personal pension scheme nominated
         by the Director, at a rate of 19% of a basic salary variable upwards by
         decision of the Board. Alternatively, at the Director's option and on
         such terms as may be agreed with the Company, the Company shall pay the
         Director an additional monthly cash allowance in lieu of all or part of
         any pension contributions by the Company less tax and National
         Insurance, provided this does not result in any additional cost to the
         Company. For the avoidance of doubt, this allowance shall not be taken
         into account in relation to the calculation of any salary related
         benefits.

11.3     While this Agreement continues a lump sum benefit shall be payable on
         the Director's death to such beneficiaries identified by the Director
         in any expression of his wishes delivered to the Company before his
         death. The benefit is equal to four times the Director's basic annual
         salary at his death.

11.4     The Director (and his spouse and dependant children living in the UK)
         shall be entitled to receive private health care. Subject to the
         Director passing a medical examination and the Company being able to
         obtain income protection cover on satisfactory terms, the Director
         shall also be entitled to income protection cover equivalent to 3/4 of
         basic salary (minus the State Incapacity Benefit). These benefits will
         be subject to the terms of the insurance or other arrangements under
         which the benefits are provided.

12.      GRIEVANCES/DISCIPLINARY DECISIONS

         Without prejudice to any rights he may have under this Agreement or
         operation of law should the Director have any question or grievance or
         be dissatisfied with any disciplinary decision concerning his
         employment hereunder, he should refer it to the Board whose decision
         shall be final and binding.

13.      CONFIDENTIALITY

13.1     In respect of Confidential Information of the Company or any Subsidiary
         or Associated Company, the Director will not, unless authorised to do
         so by the Board or by the Company's Chief Executive Officer or by a
         Court of competent jurisdiction, during the continuance of his
         employment or for a period of five (5) years thereafter:

         (a) use Confidential Information for his own benefit or the benefit of
             any other person; or

         (b) disclose Confidential Information to any person; or

         (c) through any failure to exercise all reasonable care and diligence
             cause any disclosure of Confidential Information to any person.

13.2     Confidential Information shall include any information relating to
         research and development projects, inventions, processes, practical
         experience and methodology, technical and scientific data,
         specifications and formulae (whether or not patented or patentable)
         developed or

                                       5
<PAGE>


         acquired and owned or used by the Company any Subsidiary or Associated
         Company for the subject of research, production programmes, lists or
         details of transactions of, or related to, the Company any Subsidiary
         or Associated Company with customers, commercial relationships
         (including collaboration agreements) of, or related to, the Company any
         Subsidiary or Associated Company, finances, business developments and
         future business strategy of, or related to, the Company any Subsidiary
         or Associated Company which the Company has designated as confidential
         from time to time. Confidential Information shall not include
         information which is in the public domain otherwise than by virtue of
         breach of obligations to the Company or any Subsidiary or Associated
         Company.

13.3     The Company may from time to time notify the Director of any additional
         categories of information with regard to the businesses or activities
         of the Company, Subsidiary or Associated Company which it regards as
         confidential and which will be the subject to the restrictions in this
         Clause.

14.      PROTECTION OF INTERESTS OF THE COMPANY

14.1     Until the expiration of 12 months from the termination of the Agreement
         the Director will not directly or indirectly solicit or entice away or
         endeavour to entice away from the Company, any Subsidiary or Associated
         Company any person employed by the Company or that Subsidiary or
         Associated Company in any executive, sales, marketing, research, or
         technical support capacity as at the date of the termination of this
         Agreement in order to procure that such a person be engaged or employed
         by any other company.

14.2     After the termination of this Agreement or, if later, the date of his
         ceasing to be a Director of the Company, the Director will not
         represent himself or permit himself to be held out as being in any way
         connected with or interested in the business of the Company; and after
         the termination of this Agreement he will not represent himself or
         permit himself to be held out as being in any way connected with the
         business of any Subsidiary or Associated Company, except if and for so
         long as he remains a director or an employee of that Subsidiary or
         Associated Company.

15.      INVENTIONS

15.1     If at any time during the continuance of his employment the Director
         whether alone or with any other person, makes, discovers or develops
         any invention, product, process or idea which relates to or affects, or
         is capable of being used or adapted for use in or in connection with,
         the business or any product, process or intellectual property right of
         the Company or any Subsidiary or Associated Company, the invention,
         product, process, or idea will be the absolute property of the Company
         (except to the extent, if any, provided otherwise by Section 39 of the
         Patents Act 1977).

15.2     The Director will promptly and fully disclose to the Company any and
         all inventions, products, processes, and ideas relating in any way to
         the actual or projected products, business or affairs of the Company or
         any Subsidiary or Associated Company and made or discovered wholly or
         partly by the Director during the period of the Director's employment
         by the Company.

15.3     All other intellectual property including original work, industrial and
         artistic designs, copyrights, trade marks and Confidential Information,
         relating to the business of the Company, any Subsidiary or Associated
         Company composed, written, made, designed, or discovered by the
         Director in the course of his employment with the Company shall belong,
         exclusively to the Company.



                                       6
<PAGE>

15.4     The Director will, at the request and expense of the Company, do all
         things and sign all documents deemed by the Company necessary or
         appropriate:

         (a) to confirm or vest in the Company or any nominee of the Company all
             rights, interest and title in and to the Company's inventions and
             the intellectual property referred to in Clause 15.3;

         (b) to procure for the Company or its nominees, patent, design,
             copyright, trade mark or other protection for the Company's
             inventions and the intellectual property referred to in Clause 15.3
             in the United Kingdom of Great Britain and Northern Ireland and in
             such territories as the Company may in its absolute discretion from
             time to time direct; and

         (c) to assign to the Company or its nominees the right to make
             application for patent, design, copyright, trade mark or other
             protection for the Company's inventions and the intellectual
             property referred to in Clause 15.3 under the laws of territories
             outside the United Kingdom of Great Britain and Northern Ireland
             and/or under any treaty or international convention and to claim
             for such applications whatever priority rights may be lawful.

15.5     Except insofar as the provisions of the Patents Act 1977 apply, the
         Director's employment by the Company and the remuneration received as
         one of its employees shall constitute his sole right of compensation
         for the performance of his obligations herein contained.

15.6     If the Director ceases to be employed by the Company and enters the
         employment of any Associated Company or of any company which purchases
         the whole or part of any of the businesses of the Company or any such
         Associated Company, the Company may assign its rights under this Clause
         to such Associated Company or purchaser in which event Clauses 15.1 to
         15.7 of this Agreement shall (save for the enforcement by the previous
         employer of its rights hereunder) thenceforth be construed as if the
         expression the Company means such new employer.

15.7     There are no inventions or discoveries now owned wholly or partly by
         the Director which were made at a time when the Director was not
         employed by the Company, other than as disclosed in writing to the
         Company.

16.      PUBLICITY

         The Director shall not knowingly or recklessly at any time make any
         untrue statement in relation to the Company or any Subsidiary or
         Associated Companies and in particular shall not after the termination
         of this Agreement wrongfully represent himself as being employed by or
         connected with the Company or any Subsidiary or Associated Companies.

17.      LIQUIDATION/AMALGAMATION

         If before the expiration of this Agreement the employment of the
         Director hereunder shall be terminated by reason of the liquidation of
         the Company for the purpose of amalgamation or reconstruction or as
         part of any arrangement for the amalgamation of the undertaking of the
         Company not involving liquidation the Director shall be offered
         employment with the amalgamated or reconstructed company on terms not
         less favourable than the terms of this Agreement.



                                       7
<PAGE>

18.      DEFAULT

         If the Director shall be guilty of any serious misconduct or any
         serious or (after due warning) persistent breach or non-observance of
         any of the conditions of this Agreement or shall neglect fail or refuse
         to carry out the duties properly assigned to him hereunder or shall
         become bankrupt or compound with his creditors, the Company shall be
         entitled summarily to terminate his employment hereunder without notice
         and the Director shall have no claim against the Company in respect of
         such termination notwithstanding anything contained elsewhere in this
         Agreement provided always that if any such act of misconduct or such
         breach or non-observance is capable of being remedied, the Director
         shall first be offered a reasonable opportunity to remedy the same
         prior to termination as aforesaid and, if and when so remedied, the
         employment of the Director hereunder shall continue without
         interruption.

19.      TERMINATION

19.1     This Agreement may be terminated by mutual agreement between the
         parties at any time or by either party giving 12 months notice in
         writing to the other.

19.2     On the termination of his employment for whatever reason the Director
         will promptly:

         (a) resign (if he has not already done so) from all offices held by him
             in the Company and any Subsidiaries or Associated Companies; and

         (b) deliver up to the Company all technical information, lists of
             customers, correspondence, documents and other property (including
             any car) relating to the business of the Company, any Subsidiary or
             Associated Company which may be in his possession or under his
             control; and

         (c) The Director irrevocably authorises the Company in his name and on
             his behalf to execute all documents and to all things necessary to
             effect the resignations referred to in Clause 19.2 in the event of
             his failure to do so.

19.3     Any termination of the employment of the Director will be without
         prejudice to his continuing obligations under this Agreement.

19.4     The Company has the right to suspend any of the Director's duties and
         powers during any period after notice of termination of the Agreement
         has been given by the Company or the Director. In particular, the
         Company may exercise this right where the Director resigns from the
         Company's employment in circumstances where it is reasonable for the
         Company to believe that he is or is about to become concerned in, or
         about to commence, a business which is, or is likely to be, competitive
         with any part of the business of the Company or any Associated or
         Subsidiary Company with which the Director was substantially engaged or
         concerned in the 12 months before the suspension started. Throughout
         any such period of suspension the Director's salary, pro rata bonus at
         a rate equivalent to the average bonus paid to him over the past three
         years and benefits to which he is entitled under this Agreement shall
         continue to be paid or provided by the Company. At any time during such
         period the Director will, at the request of the Board, immediately
         resign, without claim for compensation, his office as a director of the
         Company and any directorship or other office held by him in the Company
         or any Associated or Subsidiary Company. The period for which the
         restriction in Clause 14.1 applies shall be reduced by any other period
         over which the Company exercises its powers to suspend any of the
         Director's duties and powers under Clause 19.4.

                                       8
<PAGE>


20.      CHANGE OF CONTROL

20.1     The Director shall be entitled at any time within six months after a
         Change in Control of the Company to terminate his employment by giving
         to the Company not less than 30 days prior notice in writing. Upon such
         termination or upon termination without notice by the Company during
         such six month period the Director shall be entitled to receive a
         payment forthwith by way of liquidated damages equal to 12 (twelve)
         times the Director's then monthly basic salary. The parties hereto
         agree that the sum set out in this sub-clause is a genuine pre-estimate
         of the Director's loss.

20.2     For the purposes of Clause 20.1 "Change of Control" of the Company
         shall take place on the date on which one person or a group of persons
         acting in concert holds, directly or indirectly, any shares in the
         Company which carry fifty per cent (50%) or more of the then voting
         rights of the Company and a Change of Control shall be deemed to have
         taken place upon Completion.

21.      ADDITIONAL PARTICULARS

         The following additional particulars are given for the purposes of the
         Employment Rights Act 1996:

         (a) the employment of the Director by the Company will begin on
             Completion but the Director's previous employment with Vernalis
             Group plc shall be treated as part of his continuous employment.
             Accordingly, the date of the Director's continuous employment is
             4th August 1997.

         (b) except as otherwise provided by this Agreement, there are no terms
             or conditions of employment relating to hours of work or to normal
             working hours or to entitlement to holidays (including public
             holidays) or holiday pay or to incapacity for work due to sickness
             or injury or to pensions or pension schemes.

22.      TERM AND TERMINATION

         This Agreement shall remain in full force and effect until such time as
         the Director's employment by the Company as defined in Clause 2.1 shall
         terminate for any reason, whereupon this Agreement will terminate.

23.      CONTINUING TERMS

         The expiration or determination of this Agreement howsoever arising
         shall not operate to affect such of the provisions hereof as in
         accordance with their terms are expressed to operate or have effect
         thereafter and shall be without prejudice to any right or action
         already accrued to either party in respect of any breach of this
         Agreement by the other party.

24.      NOTICES

         Any notice to be given hereunder shall be in writing and be
         sufficiently served, in the case of the Director, by being delivered
         either personally to him or sent by registered post addressed to him at
         his usual or last known place of abode or, in the case of the Company,
         by being delivered at or sent by registered post or recorded delivery
         addressed to the Company's Chief Executive Officer, or General Counsel
         at the Company's Registered Office and any such notice if so posted
         shall be deemed served three days following that on which it was posted
         and in proving such service it shall be sufficient to prove that the
         notice was properly addressed and dispatched.

                                       9
<PAGE>

25.      ENTIRE AGREEMENT

         The terms of this Agreement constitute the entire agreement and
         understanding between the parties hereto and they supersede and replace
         all prior negotiations, agreements, arrangements or understandings
         (whether implied or express, orally or in writing) relating to the
         employment of the Director between the Company and the Director or
         between Vernalis Group plc and the Director all of which will cease to
         have effect from Completion.

IN WITNESS whereof the parties hereto have executed this Agreement as a Deed
the day and year first above written.



BRITISH BIOTECH PLC                   )
executed this Agreement as a          )
Deed in the presence of:              )
                                          Director   /s/  Simon Sturge

                                          Director   /s/   P J Fellner



Executed as a Deed by                 )   /s/   J Hutchison          2/7/03
JOHN HUTCHISON                        )
in the presence of:                   )   /s/   D Porter, XXXXXXXXXX



                                       10





<PAGE>
                                                                 BRITISH BIOTECH

1 July 2003

Mr John Hutchinson
Vernalis Group plc
Oakdene Court
613 Reading Road
Winnersh
Wokingham
Berkshire
RG41 5UA


Dear John,

This letter is to confirm the proposed option grant to be made to you by
British Biotech plc ("BRITISH BIOTECH") subject to the conditions set out in
this letter.

As Chairman of the remuneration committee of British Biotech, I will put
forward, for approval by the remuneration committee of British Biotech at its
next meeting on or around 15 July 2003, that you should be granted an option
under and in accordance with the rules of the British Biotech Discretionary
Share Option Plan ("PLAN") over such number of British Biotech shares whose
market value, at the time of grant, is as close as possible to (but not greater
than) two times your base salary of L180,000 (the "OPTION").

Subject to the approval of the remuneration committee of the grant of the
Option, the exercise of the Option will be conditional upon the satisfaction of
a performance target, to be agreed by the remuneration committee of British
Biotech and set out on the grant of the Option. The remuneration committee will
also be considering some changes to the rules of the Plan and the Option will
be granted subject to the rules at the time of grant. In particular, British
Biotech retains the flexibility to treat the Option as an Equity Settled Stock
Appreciation Right meaning it could, at its discretion, provide you with shares
in British Biotech up to a value equivalent to the gain on the Option at
exercise, rather than receiving an exercise price from you and providing the
full value of the shares underlying the Option.

The grant of the Option is subject to approval by the remuneration committee of
British Biotech, to the offer by British Biotech for the entire issued share
capital of String Group plc becoming or being declared unconditional in all
respects ("COMPLETION") and to your appointment as Development Director of
British Biotech.

The intention is that the Option should be granted to you as soon as reasonably
practicable following Completion.


Yours sincerely,


/s/ Keith Merrifield
-----------------------
Keith Merrifield
Chairman of the remuneration committee
British Biotech plc
<PAGE>


                               BRITISH BIOTECH PLC
                         WATLINGTON ROAD OXFORD OX4 6LY
                                TEL 01865 748747
                   REGISTERED IN ENGLAND AND WALES NO.2304992









                                                                  2nd July 2003


Dear John,

I am writing to clarify certain aspects of the bonus arrangements referred to in
clause 6 of your service agreement with British Biotech Plc (the "COMPANY").

In respect of the current bonus year which runs from 1st May to 30th April the
Company will set performance targets for you as soon as reasonably practicable
following Completion (as defined in your service agreement with the Company).
Your maximum potential bonus will be calculated on a pro-rata basis, judged
against your achievement of the performance targets which the Company has set.

Whilst you do not have any contractual right to receive a pro-rata bonus payment
should your employment terminate before the date on which any bonus is paid, I
can confirm that in the past, the Company has paid a pro-rata bonus up to the
termination date where employment is terminated before the bonus payment date. A
pro-rata bonus payment would, of course, only be made in these circumstances if
any relevant performance targets have been or are likely to be achieved.

Yours sincerely,

/s/   Simon Sturge

SIMON STURGE






<PAGE>

                               BRITISH BIOTECH PLC

        REGISTERED OFFICE: THAMES COURT, WATLINGTON ROAD, OXFORD OX4 6LY

                   REGISTERED IN ENGLAND AND WALES NO. 2304992



17th July, 2003

Dr P Read
c/o Thames Court
Watlington Road
Oxford OX4 6LY






Dear Dr Read

I am writing subsequent to the meeting of the Board Committee dealing with the
Vernalis Group plc Merger (see below) on 2nd July 2003 at which the Board
considered a proposal to appoint you as a non-executive director of British
Biotech plc (which it is proposed will be re-named Vernalis Group plc)(the
"Company") conditional on the Merger (as defined in the draft Listing
Particulars relating to the issue of new British Biotech plc shares dated 14th
July 2003) becoming or being declared unconditional in all respects.

This letter outlines the basis of your proposed appointment.

1.       Your appointment is for a fixed term of three years with effect from
         the date of completion of the Merger (as defined above). At the end of
         the fixed term, in accordance with the Combined Code, the Board of the
         Company will review your appointment and a further term of office may
         be agreed.

2.       The office of non-executive director will be held in accordance with
         the Company's articles of association as varied from time to time.
         Nothing in this letter will be taken to exclude or vary the Company's
         articles of association as they apply to you as a director of the
         Company. In particular, you will:

         (a) retire from office, but be eligible for reappointment at the next
             annual general meeting; and

         (b) subsequently be subject to the retirement of directors by rotation
             provisions in the Company's articles of association.

3.       You are entitled to resign your position at any time, in accordance
         with the Company's articles of association, although the Company would
         normally expect at least one month's prior notice.

<PAGE>

4.       As a director, you will be expected to attend meetings of the Company's
         Board and of any Committees of the Board to which you may be appointed.
         At present there are six regular meetings of the Board of Directors
         each year, which will normally be held in Winnersh or Cambridge on
         dates agreed by the Board. These meetings normally commence at 10.00am
         and run until 3.00pm or 4.00pm. The nature of the Company's business
         necessitates additional meetings from time to time and, if required,
         these will be arranged at times convenient to a majority of the
         directors.

5.       You will receive a fee of Pound Sterling33,000 per annum, which fee
         covers any and all preparation and attendance by you at full Board
         meetings or Committee Board meetings. If you carry out the role of
         chairman of the Remuneration or Nominations and Corporate Governance
         Committees you will be paid an additional fee of Pound Sterling5,000
         per annum. If you carry out the role of chairman of the Audit Committee
         you will be paid an additional fee of Pound Sterling7,500 per annum.

6.       In addition to your fees, the Company will reimburse out-of-pocket
         expenses properly and reasonably incurred by you in the performance of
         your duties including travel costs for attendance at meetings. I would
         ask that, wherever feasible, your claims for all out-of-pocket expenses
         are submitted with supporting documentation in accordance with the
         company's policy and practice.

7.       As the Company is a publicly quoted company, all directors and their
         connected persons are subject to the rules on insider dealing and, in
         particular, to the requirements of the "Model Code" contained in The
         Listing Rules. Full details of these requirements and any other
         responsibilities related to your directorship can be explained by Tony
         Weir, Finance Director.

8.       During your appointment you will have access to confidential
         information regarding the businesses and financial affairs of the
         Company and its subsidiaries. You must not, either during your
         appointment or afterwards, disclose to anyone or otherwise make use of
         this confidential information, except in the proper performance of your
         duties or as may be required by law or by any competent regulatory
         body. This does not apply, however, to any information already in the
         public domain or which forms part of your own skill and knowledge.

9.       Your appointment will terminate on whichever is the earlier of:

         (a) the date of expiry of the term specified in paragraph 1; and

         (b) the date of your ceasing to be a director for any reason pursuant
             to the Company's articles of association or any other applicable
             rule or law.

10.      The Company will obtain director's and officer's liability insurance
         for your benefit and maintain the cover in force for so long as you are
         a non-executive director of the Company.

<PAGE>

I should be grateful if you would sign and return a copy of this letter to
indicate your consent to serve as a director of the Company.

Yours sincerely

/s/   P J Fellner
-----------------
Peter Fellner
CHAIRMAN



Accepted.





/s/   P Read
-----------------
P Read



19th July 2003
-----------------
Dated





<PAGE>


                               BRITISH BIOTECH PLC

        REGISTERED OFFICE: THAMES COURT, WATLINGTON ROAD, OXFORD OX4 6LY

                   REGISTERED IN ENGLAND AND WALES NO. 2304992



17th July, 2003


Mr G Kennedy
c/o Thames Court
Watlington Road
Oxford OX4 6LY





Dear Mr Kennedy

I am writing subsequent to meeting of the Board Committee dealing with the
Vernalis Group plc Merger (see below) on 2nd July 2003 at which the Board
considered a proposal to appoint you as senior independent non-executive
director and deputy chairman of British Biotech plc (which it is proposed will
be re-named Vernalis Group plc) (the "Company") conditional on the Merger (as
defined in the draft Listing Particulars relating to the issue of new British
Biotech plc shares dated 14th July 2003) becoming or being declared
unconditional in all respects.

This letter outlines the basis of your proposed appointment.

1.       Your appointment is for a fixed term of three years with effect from
         the date of completion of the Merger (as defined above). At the end of
         the fixed term, in accordance with the Combined Code, the Board of the
         Company will review your appointment and a further term of office may
         be agreed.

2.       The offices of senior independent non-executive director and deputy
         chairman will be held in accordance with the Company's articles of
         association as varied from time to time. Nothing in this letter will be
         taken to exclude or vary the Company's articles of association as they
         apply to you as a director of the Company. In particular, you will:

         (a) retire from office, but be eligible for reappointment at the next
             annual general meeting; and

         (b) subsequently be subject to the retirement of directors by rotation
             provisions in the Company's
                  articles of association.

3.       You are entitled to resign your positions at any time, in accordance
         with the Company's articles of association, although the Company would
         normally expect at least one month's prior notice.

<PAGE>

4.       As a director, you will be expected to attend meetings of the Company's
         Board and of any Committees of the Board to which you may be appointed.
         At present there are six regular meetings of the Board of Directors
         each year, which will normally be held in Winnersh or Cambridge on
         dates agreed by the Board. These meetings normally commence at 10.00am
         and run until 3.00pm or 4.00pm. The nature of the Company's business
         necessitates additional meetings from time to time and, if required,
         these will be arranged at times convenient to a majority of the
         directors.

5.       The fee payable by the Company to you will be Pound Sterling55,000 per
         annum which fee covers any and all preparation and attendance by you at
         full Board meetings or Committee Board meetings. If you carry out the
         role of chairman of the Remuneration or Nominations and Corporate
         Governance Committees you will be paid an additional fee of Pound
         Sterling5,000 per annum. If you carry out the role of chairman of the
         Audit Committee you will be paid an additional fee of Pound
         Sterling7,500 per annum.

6.       In addition to your fees, the Company will reimburse out-of-pocket
         expenses properly and reasonably incurred by you in the performance of
         your duties including travel costs for attendance at meetings. I would
         ask that, wherever feasible, your claims for all out-of-pocket expenses
         are submitted with supporting documentation in accordance with the
         company's policy and practice.

7.       As the Company is a publicly quoted company, all directors and their
         connected persons are subject to the rules on insider dealing and, in
         particular, to the requirements of the "Model Code" contained in The
         Listing Rules. Full details of these requirements and any other
         responsibilities related to your directorship can be explained by Tony
         Weir, Finance Director.

8.       During your appointment you will have access to confidential
         information regarding the businesses and financial affairs of the
         Company and its subsidiaries. You must not, either during your
         appointment or afterwards, disclose to anyone or otherwise make use of
         this confidential information, except in the proper performance of your
         duties or as may be required by law or by any competent regulatory
         body. This does not apply, however, to any information already in the
         public domain or which forms part of your own skill and knowledge.

9.       Your appointment will terminate on whichever is the earlier of:

         (a) the date of expiry of the term specified in paragraph 1; and

         (b) the date of your ceasing to be a director for any reason pursuant
             to the Company's articles of association or any other applicable
             rule or law.

10.      The Company will obtain director's and officer's liability insurance
         for your benefit and maintain the cover in force for so long as you are
         a non-executive director of the Company.


<PAGE>

I should be grateful if you would sign and return a copy of this letter to
indicate your consent to serve as a director of the Company.

Yours sincerely


/s/  P J Fellner
-------------------
Peter Fellner
CHAIRMAN


Accepted.








/s/  G Kennedy
-------------------
G Kennedy



21st July 2003
-------------------
Dated





<PAGE>

                               BRITISH BIOTECH PLC

        REGISTERED OFFICE: THAMES COURT, WATLINGTON ROAD, OXFORD OX4 6LY

                   REGISTERED IN ENGLAND AND WALES NO. 2304992



17th July, 2003

Ms C Ferguson
c/o Thames Court
Watlington Road
Oxford OX4 6LY




Dear Ms Ferguson

I am writing subsequent to the meeting of the Board Committee dealing with the
Vernalis Group plc Merger (see below) on 2nd July 2003 at which the Board
considered a proposal to appoint you as a non-executive director of British
Biotech plc (which it is proposed will be re-named Vernalis Group plc) (the
"Company") conditional on the Merger (as defined in the draft Listing
Particulars relating to the issue of new British Biotech plc shares dated 14th
July 2003) becoming or being declared unconditional in all respects.

This letter outlines the basis of your proposed appointment.

1.       Your appointment is for a fixed term of three years with effect from
         the date of completion of the Merger (as defined above). At the end of
         the fixed term, in accordance with the Combined Code, the Board of the
         Company will review your appointment and a further term of office may
         be agreed.

2.       The office of non-executive director will be held in accordance with
         the Company's articles of association as varied from time to time.
         Nothing in this letter will be taken to exclude or vary the Company's
         articles of association as they apply to you as a director of the
         Company. In particular, you will:

         (a) retire from office, but be eligible for reappointment at the next
             annual general meeting; and

         (b) subsequently be subject to the retirement of directors by rotation
             provisions in the Company's articles of association.

3.       You are entitled to resign your position at any time, in accordance
         with the Company's articles of association, although the Company would
         normally expect at least one month's prior notice.

<PAGE>

4.       As a director, you will be expected to attend meetings of the Company's
         Board and of any Committees of the Board to which you may be appointed.
         At present there are six regular meetings of the Board of Directors
         each year, which will normally be held in Winnersh or Cambridge on
         dates agreed by the Board. These meetings normally commence at 10.00am
         and run until 3.00pm or 4.00pm. The nature of the Company's business
         necessitates additional meetings from time to time and, if required,
         these will be arranged at times convenient to a majority of the
         directors.

5.       You will receive a fee of Pound Sterling33,000 per annum, which fee
         covers any and all preparation and attendance by you at full Board
         meetings or Committee Board meetings. If you carry out the role of
         chairman of the Remuneration or Nominations and Corporate Governance
         Committees you will be paid an additional fee of Pound Sterling5,000
         per annum. If you carry out the role of chairman of the Audit Committee
         you will be paid an additional fee of Pound Sterling7,500 per annum.

6.       In addition to your fees, the Company will reimburse out-of-pocket
         expenses properly and reasonably incurred by you in the performance of
         your duties including travel costs for attendance at meetings. I would
         ask that, wherever feasible, your claims for all out-of-pocket expenses
         are submitted with supporting documentation in accordance with the
         company's policy and practice.

7.       As the Company is a publicly quoted company, all directors and their
         connected persons are subject to the rules on insider dealing and, in
         particular, to the requirements of the "Model Code" contained in The
         Listing Rules. Full details of these requirements and any other
         responsibilities related to your directorship can be explained by Tony
         Weir, Finance Director.

8.       During your appointment you will have access to confidential
         information regarding the businesses and financial affairs of the
         Company and its subsidiaries. You must not, either during your
         appointment or afterwards, disclose to anyone or otherwise make use of
         this confidential information, except in the proper performance of your
         duties or as may be required by law or by any competent regulatory
         body. This does not apply, however, to any information already in the
         public domain or which forms part of your own skill and knowledge.

9.       Your appointment will terminate on whichever is the earlier of:

         (a) the date of expiry of the term specified in paragraph 1; and

         (b) the date of your ceasing to be a director for any reason pursuant
             to the Company's articles of association or any other applicable
             rule or law.

10.      The Company will obtain director's and officer's liability insurance
         for your benefit and maintain the cover in force for so long as you are
         a non-executive director of the Company.


<PAGE>

I should be grateful if you would sign and return a copy of this letter to
indicate your consent to serve as a director of the Company.

Yours sincerely


/s/  P J Fellner
-------------------
Peter Fellner
CHAIRMAN



Accepted.








/s/   Carol Ferguson
--------------------
C Ferguson


21 July 2003
--------------------
Dated





<PAGE>


                               BRITISH BIOTECH PLC

        REGISTERED OFFICE: THAMES COURT, WATLINGTON ROAD, OXFORD OX4 6LY

                   REGISTERED IN ENGLAND AND WALES NO. 2304992



21st March 2003


Mr K Merrifield
XXXXXXXXXX
XXXXXXXXXX
XXXXXXXXXX
XXXXXXXXXX
XXXXXXXXXX






Dear Mr Merrifield

Conditional on Completion as defined in the Undertaking relating to the offer by
British Biotech PLC for RiboTargets Holdings PLC dated 21st March 2003 you will
continue to act as a non-executive director of British Biotech PLC (the
"Company") on the terms as set out in this letter.

1.       Your appointment is for a fixed term of three years with effect from
         the date of Completion. At the end of the fixed term, in accordance
         with the Combined Code, the Board of British Biotech PLC will review
         your appointment and a further term of office may be agreed.

2.       The office of non-executive director will be held in accordance with
         the Company's articles of association as varied from time to time.
         Nothing in this letter will be taken to exclude or vary the Company's
         articles of association as they apply to you as a director of the
         Company. In particular, you will:

         (a) retire from office, but be eligible for reappointment at the next
             annual general meeting; and

         (b) subsequently be subject to the retirement of directors by rotation
             provisions in the Company's articles of association.

3.       You are entitled to resign your position at any time, in accordance
         with the Company's articles of association, although the Company would
         normally expect at least one month's prior notice.

4.       As a director, you will be expected to attend meetings of the Company's
         Board and of any Committees of the Board to which you may be appointed.
         At present there are six regular meetings of the Board of Directors
         each year, held normally in Oxford on dates agreed by the Board. These
         meetings normally commence at 10.00am and run until 3.00pm or 4.00pm.

<PAGE>

         The nature of the Company's business necessitates additional meetings
         from time to time and, if required, these will be arranged at times
         convenient to a majority of the directors.

5.       With effect from Completion the fees which shall be payable by the
         Company to non-executive directors are Pound Sterling30,000 per annum,
         which fee covers any and all preparation and attendance by you at full
         Board meetings or Committee Board meetings. If you carry out the role
         of chairman of the Remuneration or Nominations and Corporate Governance
         Committees you will be paid an additional fee of Pound Sterling5,000
         per annum. If you carry out the role of chairman of the Audit Committee
         you will be paid an additional fee of Pound Sterling7,500 per annum.

6.       In addition to your fees, the Company will reimburse out-of-pocket
         expenses properly and reasonably incurred by you in the performance of
         your duties including travel costs for attendance at meetings. I would
         ask that, wherever feasible, your claims for all out-of-pocket expenses
         are submitted with supporting documentation in accordance with the
         company's policy and practice.

7.       As the Company is a publicly quoted company, all directors and their
         connected persons are subject to the rules on insider dealing and, in
         particular, to the requirements of the "Model Code" contained in The
         Listing Rules. Full details of these requirements and any other
         responsibilities related to your directorship can be explained by Tony
         Weir, Finance Director.

8.       During your appointment you will have access to confidential
         information regarding the businesses and financial affairs of the
         Company and its subsidiaries. You must not, either during your
         appointment or afterwards, disclose to anyone or otherwise make use of
         this confidential information, except in the proper performance of your
         duties or as may be required by law or by any competent regulatory
         body. This does not apply, however, to any information already in the
         public domain or which forms part of your own skill and knowledge.

9.       Your appointment will terminate on whichever is the earlier of:

         (a) the date of expiry of the term specified in paragraph 1; and

         (b) the date of your ceasing to be a director for any reason pursuant
             to the Company's articles of association or any other applicable
             rule or law.

10.      The Company will obtain appropriate director's and officer's liability
         insurance for your benefit and maintain the cover in force for so long
         as you are a non-executive director of the Company.

I should be grateful if you would sign and return a copy of this letter to
indicate your consent to serve as a director of British Biotech PLC.

Yours sincerely


/s/  pp  A J Weir
----------------------
Peter Fellner
CHAIRMAN

<PAGE>

Accepted.








/s/   K Merrifield
----------------------
K Merrifield



21 March 2003
----------------------
Dated




<PAGE>

                               BRITISH BIOTECH PLC

        REGISTERED OFFICE: THAMES COURT, WATLINGTON ROAD, OXFORD OX4 6LY

                   REGISTERED IN ENGLAND AND WALES NO. 2304992



17th July, 2003

Mr K Merrifield
c/o Thames Court
Watlington Road
Oxford OX4 6LY






Dear Mr Merrifield

I am writing to confirm that with effect from the Merger (as defined in the
draft Listing Particulars relating to the issue of new British Biotech plc
shares dated 14th July 2003) becoming or being declared unconditional in all
respects, the basic level of fees payable by British Biotech plc (the "COMPANY")
to you as a non-executive director of the Company will increase from Pound
Sterling30,000 per annum to Pound Sterling33,000 per annum. Additional fees
relating to the chairmanship of committees will remain unchanged.

Yours sincerely


/s/  P J Fellner
---------------------
Peter Fellner
CHAIRMAN






<PAGE>

                               BRITISH BIOTECH PLC

        REGISTERED OFFICE: THAMES COURT, WATLINGTON ROAD, OXFORD OX4 6LY

                   REGISTERED IN ENGLAND AND WALES NO. 2304992



21st March 2003


Mr I Kent
XXXXXXXXXX
XXXXXXXXXX
XXXXXXXXXX






Dear Mr Kent

I am writing subsequent to our Board meeting on 3rd March 2003 at which the
Board considered a proposal to appoint you as a non-executive director of
British Biotech PLC (the "Company") conditional on Completion as defined in the
Undertaking relating to the offer by British Biotech PLC for RiboTargets
Holdings PLC dated 21st March 2003. This letter outlines the basis of your
proposed appointment.

1.       Your appointment is for a fixed term of three years with effect from
         the date of Completion. At the end of the fixed term, in accordance
         with the Combined Code, the Board of British Biotech PLC will review
         your appointment and a further term of office may be agreed.

2.       The office of non-executive director will be held in accordance with
         the Company's articles of association as varied from time to time.
         Nothing in this letter will be taken to exclude or vary the Company's
         articles of association as they apply to you as a director of the
         Company. In particular, you will:

         (a) retire from office, but be eligible for reappointment at the next
             annual general meeting; and

         (b) subsequently be subject to the retirement of directors by rotation
             provisions in the Company's articles of association.

3.       You are entitled to resign your position at any time, in accordance
         with the Company's articles of association, although the Company would
         normally expect at least one month's prior notice.

4.       As a director, you will be expected to attend meetings of the Company's
         Board and of any Committees of the Board to which you may be appointed.
         At present there are six regular meetings of the Board of Directors
         each year, held normally in Oxford on dates agreed by the Board. These
         meetings normally commence at 10.00am and run until 3.00pm or 4.00pm.


<PAGE>

         The nature of the Company's business necessitates additional meetings
         from time to time and, if required, these will be arranged at times
         convenient to a majority of the directors.

5.       The fees currently payable by the Company to non-executive directors
         are Pound Sterling30,000 per annum, which fee covers any and all
         preparation and attendance by you at full Board meetings or Committee
         Board meetings. If you carry out the role of chairman of the
         Remuneration or Nominations and Corporate Governance Committees you
         will be paid an additional fee of Pound Sterling5,000 per annum. If you
         carry out the role of chairman of the Audit Committee you will be paid
         an additional fee of Pound Sterling7,500 per annum.

6.       In addition to your fees, the Company will reimburse out-of-pocket
         expenses properly and reasonably incurred by you in the performance of
         your duties including travel costs for attendance at meetings. I would
         ask that, wherever feasible, your claims for all out-of-pocket expenses
         are submitted with supporting documentation in accordance with the
         company's policy and practice.

7.       As the Company is a publicly quoted company, all directors and their
         connected persons are subject to the rules on insider dealing and, in
         particular, to the requirements of the "Model Code" contained in The
         Listing Rules. Full details of these requirements and any other
         responsibilities related to your directorship can be explained by Tony
         Weir, Finance Director.

8.       During your appointment you will have access to confidential
         information regarding the businesses and financial affairs of the
         Company and its subsidiaries. You must not, either during your
         appointment or afterwards, disclose to anyone or otherwise make use of
         this confidential information, except in the proper performance of your
         duties or as may be required by law or by any competent regulatory
         body. This does not apply, however, to any information already in the
         public domain or which forms part of your own skill and knowledge.

9.       Your appointment will terminate on whichever is the earlier of:

         (a) the date of expiry of the term specified in paragraph 1; and

         (b) the date of your ceasing to be a director for any reason pursuant
             to the Company's articles of association or any other applicable
             rule or law.

10.      The Company will obtain appropriate director's and officer's liability
         insurance for your benefit and maintain the cover in force for so long
         as you are a non-executive director of the Company.

I should be grateful if you would sign and return a copy of this letter to
indicate your consent to serve as a director of British Biotech PLC.

Yours sincerely


/s/   A J Weir
--------------------
pp  Peter Fellner
CHAIRMAN




<PAGE>


Accepted.








/s/   I Kent
--------------------
I Kent



21 March 2003
--------------------
Dated





<PAGE>

                               BRITISH BIOTECH PLC

        REGISTERED OFFICE: THAMES COURT, WATLINGTON ROAD, OXFORD OX4 6LY

                   REGISTERED IN ENGLAND AND WALES NO. 2304992



17th July, 2003


Mr I Kent
c/o Thames Court
Watlington Road
Oxford OX4 6LY






Dear Mr Kent

I am writing to confirm that with effect from Merger (as defined in the draft
Listing Particulars relating to the issue of new British Biotech plc shares
dated 14th July 2003) becoming or being declared unconditional in all respects,
the basic level of fees payable by British Biotech plc (the "COMPANY") to you as
a non-executive director of the Company will increase from Pound Sterling30,000
per annum to Pound Sterling33,000 per annum. Additional fees relating to the
chairmanship of committees will remain unchanged.

Yours sincerely


/s/   P J Fellner
-------------------
Peter Fellner
CHAIRMAN






<PAGE>

                               BRITISH BIOTECH PLC

        REGISTERED OFFICE: THAMES COURT, WATLINGTON ROAD, OXFORD OX4 6LY

                   REGISTERED IN ENGLAND AND WALES NO. 2304992



21st March 2003


Mr E Williams
XXXXXXXXXX
XXXXXXXXXX
XXXXXXXXXX
XXXXXXXXXX
XXXXXXXXXX






Dear Mr Williams

Conditional on Completion as defined in the Undertaking relating to the offer by
British Biotech PLC for RiboTargets Holdings PLC dated 21st March 2003 you will
continue to act as a non-executive director of British Biotech PLC (the
"Company") on the terms as set out in this letter.

1.       Your appointment, which was effective from 26 January, 2001, will
         terminate on 25 January, 2004 at which time in accordance with the
         Combined Code, the Board of British Biotech PLC will review your
         appointment and a further term of office may be agreed.

2.       The office of non-executive director will be held in accordance with
         the Company's articles of association as varied from time to time.
         Nothing in this letter will be taken to exclude or vary the Company's
         articles of association as they apply to you as a director of the
         Company. In particular, you will:

         (a) retire from office, but be eligible for reappointment at the next
             annual general meeting; and

         (b) subsequently be subject to the retirement of directors by rotation
             provisions in the Company's articles of association.

3.       You are entitled to resign your position at any time, in accordance
         with the Company's articles of association, although the Company would
         normally expect at least one month's prior notice.

4.       As a director, you will be expected to attend meetings of the Company's
         Board and of any Committees of the Board to which you may be appointed.
         At present there are six regular meetings of the Board of Directors
         each year, held normally in Oxford on dates agreed by the Board. These
         meetings normally commence at 10.00am and run until 3.00pm or 4.00pm.

<PAGE>

         The nature of the Company's business necessitates additional meetings
         from time to time and, if required, these will be arranged at times
         convenient to a majority of the directors.

5.       With effect from Completion the fees which shall be payable by the
         Company to non-executive directors are Pound Sterling30,000 per annum,
         which fee covers any and all preparation and attendance by you at full
         Board meetings or Committee Board meetings. If you carry out the role
         of chairman of the Remuneration or Nominations and Corporate Governance
         Committees you will be paid an additional fee of Pound Sterling5,000
         per annum. If you carry out the role of chairman of the Audit Committee
         you will be paid an additional fee of Pound Sterling7,500 per annum.

6.       In addition to your fees, the Company will reimburse out-of-pocket
         expenses properly and reasonably incurred by you in the performance of
         your duties including travel costs for attendance at meetings. I would
         ask that, wherever feasible, your claims for all out-of-pocket expenses
         are submitted with supporting documentation in accordance with the
         company's policy and practice.

7.       As the Company is a publicly quoted company, all directors and their
         connected persons are subject to the rules on insider dealing and, in
         particular, to the requirements of the "Model Code" contained in The
         Listing Rules. Full details of these requirements and any other
         responsibilities related to your directorship can be explained by Tony
         Weir, Finance Director.

8.       During your appointment you will have access to confidential
         information regarding the businesses and financial affairs of the
         Company and its subsidiaries. You must not, either during your
         appointment or afterwards, disclose to anyone or otherwise make use of
         this confidential information, except in the proper performance of your
         duties or as may be required by law or by any competent regulatory
         body. This does not apply, however, to any information already in the
         public domain or which forms part of your own skill and knowledge.

9.       Your appointment will terminate on whichever is the earlier of:

         (a) the date of expiry of the term specified in paragraph 1; and

         (b) the date of your ceasing to be a director for any reason pursuant
             to the Company's articles of association or any other applicable
             rule or law.

10.      The Company will obtain appropriate director's and officer's liability
         insurance for your benefit and maintain the cover in force for so long
         as you are a non-executive director of the Company.

I should be grateful if you would sign and return a copy of this letter to
indicate your consent to serve as a director of British Biotech PLC.

Yours sincerely


/s/   A J Weir
---------------------
pp  Peter Fellner
CHAIRMAN



<PAGE>


Accepted.








/s/   E Williams
---------------------
E Williams



March 21, 2003
---------------------
Dated




<PAGE>

                               BRITISH BIOTECH PLC

        REGISTERED OFFICE: THAMES COURT, WATLINGTON ROAD, OXFORD OX4 6LY

                   REGISTERED IN ENGLAND AND WALES NO. 2304992



17th July, 2003


Mr E Williams
c/o Thames Court
Watlington Road
Oxford OX4 6LY






Dear Mr Williams

I am writing to confirm that with effect from the Merger (as defined in the
draft Listing Particulars relating to the issue of new British Biotech plc
shares dated 14th July 2003) becoming or being declared unconditional in all
respects, the basic level of fees payable by British Biotech plc (the "COMPANY")
to you as a non-executive director of the Company will increase from Pound
Sterling30,000 per annum to Pound Sterling33,000 per annum. Additional fees
relating to the chairmanship of committees will remain unchanged.

Yours sincerely


/s/   P J Fellner
--------------------
Peter Fellner
CHAIRMAN