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                                                                    EXHIBIT 10.4



                   DATED__________________________________2001









                          LIFE SCIENCES RESEARCH, INC.





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                                FORM OF DEED POLL

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THIS INSTRUMENT by way of DEED POLL is made on                 October 2001 by
Life Sciences Research, Inc. (the "Company"), a company incorporated under the
laws of Maryland, having its principal office at PMB # 251, 211 East Lombard
Street, Baltimore, Maryland 21202-6102, U.S.A.

WHEREAS:

(A)      The Company has offered to acquire all the share capital of Eagle Life
         Sciences Group PLC (the "Guarantor") pursuant to a takeover offer
         announced on 9 October 2001 (the "Offer").

(B)      HIH Capital Limited (the "Issuer") has issued US$50,000,000 7-1/2 per
         cent Convertible Capital Bonds 2006 constituted by the Trust Deed and
         guaranteed on a subordinated basis by the Guarantor (the "Capital
         Bonds").

(C)      The Issuer is a subsidiary of the Guarantor and the Capital Bonds are
         indirectly exchangeable for ordinary shares in the Guarantor.

(D)      The Company has determined to execute this Instrument by way of deed
         poll in connection with the issue of the Ordinary Shares consequent
         upon the exercise of the share exchange rights relating to the Capital
         Bonds.

NOW THIS INSTRUMENT by way of DEED POLL WITNESSETH as follows:

1.        INTERPRETATION

1.1      In this Deed Poll, unless there is something in the subject matter or
         context inconsistent therewith, the words and expressions set out below
         shall bear the following meanings:

         "AUDITORS" means the Auditors of the Company for the time being or, if
         they are unable or unwilling to carryout any action of them pursuant to
         the provisions of this Deed Poll, such other firm of accountants as may
         be nominated by the Company and approved in writing by the Trustee.

         "BENEFICIARY" means (i) a holder or former holder of a Capital Bond who
         has duly exercised its Conversion and Exchange Rights or (ii) if a
         valid Election Notice has been delivered and without preference to any
         outstanding deligations of such holder, such holder a such person or
         persons (if any) nominated by such holders who have executed such
         Election Notice and to whom LSR Exchange Common Stock has or will be
         issued pursuant to such Election Notice.

         "BLOOMBERG" means Bloomberg Financial Markets (or a comparable
         reporting service of national reputation selected by the Company and
         reasonably acceptable to the Trustee).

         "CAPITAL DISTRIBUTION" means (a) any distribution of assets in specie
         (whether on a reduction of capital or otherwise) charged or provided
         for in the accounts of the Company for any financial period (whenever
         paid or made and however described) but excluding a distribution of
         assets in specie in lieu of, and to a value not exceeding, a cash
         dividend which would not have constituted a Capital Distribution under
         (b) below (and for these purposes a distribution of assets in specie
         includes an issue of shares or other
<PAGE>
         securities credited as fully or partly paid up by way of capitalisation
         of reserves), (b) any cash dividend or distribution of any kind
         whatsoever, and whether on a reduction of capital or otherwise, charged
         or provided for in the accounts of the Company for any financial period
         (whenever paid or made and however described) or (c) any reduction of
         any uncalled liability on share capital unless either:

         (i)      (and to the extent that) it is paid made or provided for out
                  of the cumulative profit (less any cumulative loss)
                  attributable to shareholders as shown in the audited
                  consolidated profit and loss accounts of the Company and its
                  subsidiary undertakings included in the consolidation. For
                  these purposes, the profit attributable to shareholders shall
                  be determined after taxation, minority interests and
                  preference dividends and after taking account of extraordinary
                  items and cumulative profit shall not exclude any profit
                  transferred to or from any reserve (but for the avoidance of
                  doubt shall not include any amount arising as a result of any
                  reduction of share capital, share premium account or capital
                  redemption reserve or any similar account or reserve); or

         (ii)     (to the extent that (i) above does not apply) the rate of that
                  dividend or distribution, together with all other dividends or
                  distributions on the class of capital in question charged or
                  provided for in the accounts for that period, does not exceed
                  the aggregate rate of dividend or distribution on such class
                  of capital charged or provided for the accounts for the next
                  preceding financial period. In computing such rates the value
                  of distributions in specie shall be taken into account and
                  such adjustments as are in the opinion of the Auditors
                  appropriate in the circumstances shall be made (including
                  adjustments in the event that the length of such financial
                  periods differ); or

         (iii)    it comprises a purchase or redemption of share capital of the
                  Company.

         "COMMISSION" means the United States Securities and Exchange
         Commission.

         "CONVERTIBLE SECURITIES" shall have the meaning given to it in Clause
         3.4.

         "CURRENT MARKET PRICE" means in respect of LSR Voting Common Stock at a
         particular date, (i) the average of the closing prices as reported on
         the principal national securities exchange on which the LSR Voting
         Common Stock is then listed or admitted to trading for the five
         consecutive trading days immediately preceding such date; (ii) if the
         LSR Voting Common Stock is not then listed or admitted to trading on
         any national securities exchange, the average of the highest reported
         bid and lowest reported ask quotation for the LSR Voting Common Stock
         reported on NASDAQ by Bloomberg or a similar service if NASDAQ is no
         longer reporting such information, for the five consecutive trading
         days immediately preceding such date; (iii) if the LSR Voting Common
         Stock is not then quoted by NASDAQ or a similar service, the average of
         the highest reported bid and lowest reported ask prices each day as
         reported by the OTCBB or if such quotation is not reported by the
         OTCBB, any similar reputable quotation and reporting service, for the
         LSR Voting Common Stock during the five consecutive trading days
         immediately


                                      -2-
<PAGE>
         preceding such date; or (iv) if the current market value cannot be
         calculated as of such date on any of the foregoing bases, the fair
         market value of such shares as determined by a merchant bank in New
         York of international repute selected by the Company and approved in
         writing by the Trustee, with the costs of the appraisal to be borne by
         the Company.

         "DEED POLL" means this Instrument by way of deed poll (as from time to
         time amended in accordance with the terms hereof) and includes any
         instrument which is executed in accordance with the provisions hereof
         (as from time to time amended as aforesaid) and expressed to be
         supplemental hereto.

         "DISTRIBUTOR" means any underwriter, dealer, or other person who
         participates, pursuant to a contractual arrangement, in the
         distribution of the securities offered or sold in reliance on
         Regulation S.

         "ELECTION NOTICE" means a notice to exercise a LSR Exchange Right in
         the form specified in Clause 5.1 and set out in the Schedule attached
         hereto.

         "EXCHANGE RATE" means the exchange rate for the exchange of Ordinary
         Shares for LSR Exchange Common Stock as set out in Clause 2.2 or as the
         same may be adjusted from time to time in accordance with Clause 3.

         "EMPLOYEE SHARE SCHEME" means a scheme for encouraging or facilitating
         the acquisition or holding of LSR Common Stock or other securities of
         the Company by or for the benefit of all or any of the following
         persons (or their respective personal representatives, successors or
         appointees):

         (i)      the bona fide employees or former employees (including
                  directors and officers holding executive office) of the
                  Company, the Company's subsidiaries or holding company or a
                  subsidiary of the Company's holding company; or

         (ii)     the bona fide employees or former employees (including
                  directors and officers holding executive office) of any
                  company in which the Company or a subsidiary or a holding
                  company of the Company or a subsidiary of the Company's
                  holding company owns directly or indirectly 30 per cent. (or
                  such lesser percentage as may be approved by the Trustee) or
                  more of the issued share capital of such company; or

         (iii)    the wives, husbands, widows, widowers, children or
                  step-children under the age of 18 of such employees or former
                  employees as are referred to at (i) and/or (ii) above.

         "LSR COMMON STOCK" means LSR Voting Common Stock and/or LSR Non-Voting
         Common Stock;

                                      -3-
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         "LSR VOTING COMMON STOCK" means voting common stock having at the date
         hereof a par value of $0.01 each of the Company and any other shares or
         stock resulting from any sub-division, consolidation or
         reclassification thereof.

         "LSR NON-VOTING COMMON STOCK" means non-voting common stock having at
         the date hereof a par value of $0.01 each of the Company and any other
         shares or stock resulting from any sub-division, consolidation or
         reclassification thereof.

         "LSR EXCHANGE COMMON STOCK" means (i) the shares of LSR Voting Common
         Stock delivered upon exercise of the LSR Exchange Rights and (ii) any
         shares of LSR Voting Common Stock issued as a dividend or other
         distribution with respect to or in exchange for or in replacement of
         the shares referenced in (i) above.

         "LSR EXCHANGE RIGHT" means the right of each Beneficiary to exchange
         Ordinary Shares for LSR Exchange Common Stock in accordance with Clause
         2.

         "NASDAQ" means the National Association of Securities Dealers, Inc.
         Automated Quotation System.

         "OTHER STOCKHOLDERS" means persons other than Beneficiaries who, by
         virtue of agreements with the Company, are entitled to include their
         securities in the Company in certain registrations hereunder.

         "OTCBB" means the OTC Bulletin Board quotation service owned and
         operated by the National Association of Securities Dealers, Inc.

         "REGISTRATION EXPENSES" means all expenses incurred in effecting any
         registration pursuant to this Deed Poll, including, without limitation,
         all registration, qualification, and filing fees, printing expenses,
         escrow fees, fees and disbursements of the Company's counsel, blue sky
         fees and expenses, and expenses of any regular or special audits
         incident to or required by any such registration, but shall not include
         Selling Expenses, fees, and disbursements of counsel for the
         Beneficiaries.

         "REGISTRABLE SECURITIES" means any shares of (i) LSR Exchange Common
         Stock issued or issuable pursuant to valid Election Notices delivered
         to the Company in accordance with this Deed Poll and (ii) LSR Voting
         Common Stock issued as a dividend or other distribution with respect to
         or in exchange for or in replacement of the shares referenced in (i)
         above; provided, however, that Registrable Securities shall not include
         any shares of LSR Common Stock which have previously been registered or
         which have been sold to the public either pursuant to a registration
         statement or Rule 144, or which have been sold in a private transaction
         in which the transferor's rights under this Deed Poll are not assigned.

         "REGULATION D" means Regulation D under the Securities Act, as such
         Regulation may be amended from time to time, or any similar successor
         rule thereto.

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         "REGULATION S" means Regulation S under the Securities Act, as such
         Regulation may be amended from time to time, or any similar successor
         rule thereto.

         "REQUESTING BENEFICIARIES" means Beneficiaries holding not less than 10
         per cent. of the Registrable Securities, assuming that all of the
         Capital Bonds have been exchanged for Registrable Securities pursuant
         to a valid Election Notice pursuant to the provisions of this Deed
         Poll.

         "RULE 144" means Rule 144 under the Securities Act, as such Rule may be
         amended from time to time, or any similar successor rule.

         "SECURITIES ACT" means the Securities Act of 1933, as amended.

         "SELLING EXPENSES" means all underwriting discounts, selling
         commissions, and stock transfer taxes applicable to the sale of
         Registrable Securities and fees and disbursements of counsel for any
         Beneficiary (other than the fees and disbursements of counsel included
         in Registration Expenses).

         "SHELF REGISTRATION STATEMENT" shall have the meaning set out in Clause
         7.8.

         "TRUST DEED" means the trust deed dated 12th August 1991 between the
         Issuer, the Guarantor and The Law Debenture Trust Corporation p.l.c.
         constituting the Capital Bonds (as from time to time amended in
         accordance with the terms thereof).

         "UNITED STATES" means the United States of America, its territories and
         possessions, any State of the United States, and the District of
         Columbia.

         "U.S. PERSON" means "U.S. Person" as defined in Rule 902 of Regulation
         S of the Securities Act, as such Rule may be amended from time to time,
         or any similar successor rule.

1.2      Subject to Clause 1.1, terms defined in the Trust Deed (including,
         where applicable, reference in the Trust Deed to definitions in the
         Articles) shall, unless the context requires otherwise, have the same
         meanings when used herein.

1.3      Unless the context requires otherwise, terms importing the singular
         number only shall include the plural and vice versa and terms importing
         persons shall include firms and corporations and terms importing one
         gender only shall include the other gender.

1.4      References in this Deed Poll to Clauses shall be construed as
         references to the Clauses of this Deed Poll and any reference to a
         sub-Clause shall be construed as a reference to the relevant sub-Clause
         of the Clause in which such reference appears.

1.5      References in this Deed Poll to any statute or a provision of any
         statute shall be deemed to include a reference to any statute or the
         provision of any statute which amends, extends, consolidates or
         replaces the same, or which has been amended, extended,


                                      -5-
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         consolidated or replaced by the same, and shall include any orders,
         regulations, instruments or other subordinate legislation made under
         the relevant statute.

1.6      The headings to Clauses are inserted for convenience and shall not
         affect the construction of this Deed Poll.

2.       UNDERTAKINGS BY THE COMPANY

2.1      Subject to the Offer becoming or being declared unconditional in all
         respects, the Company hereby undertakes to each Beneficiary that if the
         Beneficiary serves an Election Notice in accordance with the provisions
         of this Deed Poll that the Company will, subject as provided herein
         (including, without limitation, satisfaction by such Beneficiary of the
         requirements of Clause 8.2), issue to that Beneficiary LSR Exchange
         Common Stock in exchange for the Ordinary Shares resulting from the
         exercise by the Beneficiary of its Conversion and Exchange Rights. The
         number of shares of LSR Exchange Common Stock issued on such exchange
         shall be the number of Ordinary Shares to be exchanged divided by the
         Exchange Rate, rounded down to the nearest whole number.

2.2      At the date of this Deed Poll the Exchange Rate is 50 such that the
         Company shall issue to a Beneficiary who exercises its LSR Exchange
         Rights one share of LSR Exchange Common Stock for every 50 Ordinary
         Shares held by that Beneficiary.

2.3      Fractional shares of LSR Exchange Common Stock will not be issued on
         exercise of LSR Exchange Rights. If the number of Ordinary Shares
         subject to the Election Notice, when divided by the Exchange Rate, does
         not result in a whole number, the Beneficiary shall receive the number
         of whole shares of LSR Exchange Common Stock to which it is entitled,
         plus a cash sum equivalent to the Current Market Price of the
         fractional share of LSR Exchange Common Stock to which it would
         otherwise be entitled in lieu of receiving a fractional share of LSR
         Exchange Common Stock.

2.4      If LSR Exchange Rights in respect of more than one Ordinary Share shall
         be deemed to be exercised at any one time by any holder of Ordinary
         Shares in respect of the Ordinary Shares arising on conversion of
         Capital Bonds held by such holder the LSR Exchange Common Stock arising
         on exchange of the relevant Ordinary Shares are to be registered in the
         same name and the number of shares of LSR Exchange Common Stock to be
         issued in respect thereof shall be calculated on the basis of the
         aggregate number of Ordinary Shares.

2.5      LSR Exchange Common Stock arising on exchange of Ordinary Shares
         pursuant to the exercise of LSR Exchange Rights will be allotted as
         promptly as practicable after the relevant Conversion Date in the name
         of the holder of the relevant Ordinary Shares or his nominee.

2.6      LSR shall procure that, so long as any Capital Bonds are outstanding,
         neither the Guarantor nor the Issuer shall take any action that would
         result in an adjustment to the


                                      -6-
<PAGE>
         Exchange Price (as defined in the Articles), if such adjustment would
         require recalculation of the Exchange Price by reference to the Current
         Market Price (as defined in the Articles) in accordance with Articles.

2.7      The Company hereby undertakes that to the extent a Beneficiary delivers
         an Election Notice which complies with the provisions set forth in
         Clause 8.2(i):

         (i)      the offer of shares of LSR Exchange Common Stock to such
                  Beneficiary shall be in an "offshore transaction" (as such
                  term is defined in Rule 902 of Regulation S);

         (ii)     none of the Company, any of their respective affiliates, or
                  any person acting on behalf of any them shall make any
                  "directed selling efforts" (as such term is defined in Rule
                  902 of Regulation S) in the United States with respect to such
                  LSR Exchange Common Stock; and

         (iii)    if the last sentence of Clause 8.2(i)(b) shall be amended such
                  that it shall no longer comply with Rule 903(b)(3)(iii)(B)(4)
                  of Regulation S, the Company shall, prior to the effectiveness
                  of any such amendment, amend its bylaws so as to comply with
                  Rule 903(b)(3)(iii)(B)(4) of Regulation S.

2.8      To the extent that the Beneficiary may deliver an Election Notice which
         complies with the provisions set forth in Clause 8.2(ii), the Company
         hereby confirms to such Beneficiary that the shares of LSR Exchange
         Common Stock held by such Beneficiary have not been registered under
         the Securities Act and may not be offered or sold in the United States
         or to or for the benefit of a U.S. Person, unless such LSR Exchange
         Common Stock has been registered under the Securities Act or an
         exemption from the registration requirements of the Securities Act is
         available; provided that if any such offer or sale, of LSR Exchange
         Common Stock is not registered under the Securities Act, prior to any
         such offer or sale, such Beneficiary shall have delivered to the
         Company an opinion of counsel, at such Beneficiary's expense,
         reasonably acceptable to the Company to the effect that the shares of
         LSR Exchange Common Stock proposed to be offered or sold may be offered
         or sold lawfully pursuant to an exemption from the registration
         requirements of the Securities Act.

3.       ADJUSTMENTS TO LSR EXCHANGE RIGHTS

3.1      The Exchange Rate will be subject to adjustment in accordance with the
         provisions of this Clause 3 providing that:

         (i)      if and to the extent that an event which would otherwise be
                  capable of giving rise to an adjustment pursuant to Clause 3
                  has resulted in an adjustment to the Exchange Price pursuant
                  to the Articles, the provisions of this Clause 3 shall not
                  apply to such event;

         (ii)     if the event giving rise to an adjustment would otherwise be
                  capable of falling within more than one of Clauses 3.2 to
                  3.11, it shall fall (except as expressly


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<PAGE>
                  provided herein) within the first of the applicable Clauses to
                  the exclusion of the remaining Clauses; and

         (iii)    no adjustment shall be made in relation to the issue of LSR
                  Common Stock to (a) holders of Ordinary Shares pursuant to the
                  Offer (including any compulsory acquisition of Ordinary Shares
                  following the Offer becoming, or being declared, unconditional
                  in all respects); (b) holders of options for Ordinary Shares
                  granted prior to the date hereof who receive such LSR Common
                  Stock in connection with the exercise or replacement of such
                  options; (c) those investors who have agreed to subscribe for
                  1,000,000 shares of LSR Common Stock at a purchase price of
                  US$1.50 on or before the Offer becoming or being declared
                  unconditional in all respects or the conversion of any LSR
                  Non-Voting Shares so issued into LSR Voting Common Stock; or
                  (d) Stephens Group, Inc. or Focused Healthcare Partners LLC on
                  the issue or exercise of warrants for up to 704,424 (in the
                  case of Stephens Group, Inc.) and 410,914 (in the case of
                  Focused Healthcare Partners LLC) shares of LSR Voting Common
                  Stock at a purchase price of US$1.50.

3.2      If and whenever there shall be an alteration in the nominal value of
         the LSR Voting Common Stock as a result of a consolidation or
         subdivision, the Exchange Rate shall be adjusted in relation to
         subsequent exchanges of the Ordinary Shares pursuant to the exercise of
         any LSR Exchange Rights by multiplying the Exchange Rate in force
         immediately prior to such alteration by a fraction of which the
         numerator shall be the nominal amount of one share of LSR Voting Common
         Stock immediately after such alteration and the denominator shall be
         the nominal amount of one share of LSR Voting Common Stock immediately
         before such alteration. Such adjustment shall become effective
         immediately after the alteration takes effect.

3.3      If and whenever the Company shall issue wholly for cash (otherwise than
         pursuant to Clauses 3.8 or 3.9 below) any LSR Voting Common Stock
         (other than LSR Exchange Common Stock issued on an exercise of LSR
         Exchange Rights or issued on the exercise of any other rights of
         conversion into or exchange or subscription for LSR Voting Common
         Stock) at less than 95 per cent. of the Current Market Price per share
         of LSR Voting Common Stock on the dealing day next preceding the date
         of the announcement of the terms of the issue of such LSR Voting Common
         Stock, the Exchange Rate shall be adjusted in relation to subsequent
         exchanges of Ordinary Shares pursuant to the exercise of any LSR
         Exchange Rights by multiplying the Exchange Rate in force immediately
         prior to such issue by a fraction of which the numerator shall be the
         number of shares of LSR Voting Common Stock in issue on the date prior
         to the issue of such additional LSR Voting Common Stock, plus the
         number of shares of LSR Voting Common Stock which the aggregate
         consideration receivable for the issue of such additional LSR Voting
         Common Stock would purchase at such Current Market Price per share of
         LSR Voting Common Stock and the denominator shall be the number of
         shares of LSR Voting Common Stock in issue immediately after the issue
         of such additional LSR Voting Common Stock. Such adjustment shall
         become effective on the date of issue of such additional LSR Voting
         Common Stock.

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3.4      If and whenever the Company or any of its subsidiaries or (in
         circumstances procured by the Company) any other company (other than
         pursuant to Clauses 3.8, 3.9 or 3.10 below) shall issue wholly for cash
         any securities (other than the Capital Bonds, the Preference Shares or
         the Ordinary Shares) which by their terms of issue are convertible into
         or exchangeable or carry rights of subscription for LSR Voting Common
         Stock ("Convertible Securities") (or grant any such rights in respect
         of any existing securities) at a consideration per share of LSR Voting
         Common Stock which is less than the Current Market Price per share of
         LSR Voting Common Stock on the dealing day next preceding the date of
         the announcement of the terms of issue of such Convertible Securities,
         or the grant of such rights, the Exchange Rate shall be adjusted in
         relation to subsequent exchanges of the Ordinary Shares pursuant to the
         exercise of any LSR Exchange Rights by multiplying the Exchange Rate in
         force immediately prior to such issue by a fraction of which the
         numerator shall be the number of shares of LSR Voting Common Stock in
         issue on the date of such issue plus the number of shares of LSR Voting
         Common Stock which the aggregate consideration receivable by the
         Company for the LSR Voting Common Stock to be issued upon conversion or
         exchange of or upon exercise of the right of subscription attached to
         such Convertible Securities would purchase at such Current Market Price
         per share of LSR Voting Common Stock and the denominator shall be the
         number of shares of LSR Voting Common Stock in issue on the date of
         such issue plus the maximum number of shares of LSR Voting Common Stock
         to be issued upon conversion or exchange of such Convertible Securities
         or upon the exercise of such rights of subscription attached thereto at
         the initial conversion, exchange or subscription price or rate. Such
         adjustment shall become effective on the date of issue of such
         Convertible Securities.

3.5      If and whenever the rights of conversion, exchange or subscription
         attaching to any Convertible Securities are modified so that the
         consideration per share of LSR Voting Common Stock receivable is less
         than the Current Market Price per share of LSR Voting Common Stock on
         the dealing day next preceding the date of the announcement of the
         proposals for modification, the Exchange Rate shall be adjusted in
         relation to subsequent exchanges of the Ordinary Shares pursuant to the
         exercise of any LSR Exchange Rights by multiplying the Exchange Rate in
         force immediately prior to such modification by a fraction of which the
         numerator shall be the number of shares of LSR Voting Common Stock in
         issue on the date of such modification plus the number of shares of LSR
         Voting Common Stock which the aggregate consideration receivable by the
         Company for the LSR Voting Common Stock to be issued upon conversion or
         exchange of or upon exercise of the right of subscription attached to
         such Convertible Securities would purchase at such Current Market Price
         and the denominator shall be the number of shares of LSR Voting Common
         Stock in issue on the date such modification takes effect plus the
         number of shares of LSR Voting Common Stock to be issued upon
         conversion or exchange of such Convertible Securities or, as the case
         may be, upon exercise of such rights of subscription for LSR Voting
         Common Stock, at the modified conversion, exchange or subscription
         price or rate (having taken into account any previous adjustment(s) in
         accordance with Clause 3.4 above in such manner as an independent
         merchant bank in New York of international repute selected by the
         Company and


                                      -9-
<PAGE>
         approved in writing by the Trustee, shall, acting as expert, consider
         appropriate). Such adjustment shall become effective as at the date on
         which such modification takes effect.

3.6      If and whenever the Company shall issue any LSR Voting Common Stock
         credited as fully paid to holders of LSR Voting Common Stock by way of
         capitalisation of profits or reserves (including any share premium
         account or capital redemption reserve) (other than LSR Voting Common
         Stock paid up out of distributable profits or reserves and issued in
         lieu of a cash dividend, being a dividend which the holders of LSR
         Voting Common Stock concerned would or could otherwise have received
         and which would not have constituted a Capital Distribution), the
         Exchange Rate shall be adjusted in relation to subsequent exchanges of
         the Ordinary Shares pursuant to the exercise of any LSR Exchange Rights
         by multiplying the Exchange Rate in force immediately prior to such
         issue by a fraction of which the numerator shall be the aggregate
         nominal amount of the issued LSR Voting Common Stock immediately before
         such issue and the denominator shall be the aggregate nominal amount of
         the issued LSR Voting Common Stock immediately after such issue. Such
         adjustment shall become effective as at the date of issue of such LSR
         Voting Common Stock.

3.7      If and whenever the Company shall pay or make any Capital Distribution
         to the holders of LSR Voting Common Stock, and the Exchange Rate does
         not fall to be adjusted under Clause 3.6, the Exchange Rate shall be
         adjusted in relation to subsequent exchanges of the Ordinary Shares
         pursuant to the exercise of any LSR Exchange Rights in the case of any
         Capital Distribution by multiplying the Exchange Rate in force
         immediately prior to such Capital Distribution by the following
         fraction:

                  A - B
                  -----
                    A

                  where:

                  A        is the Current Market Price of one share of LSR
                           Voting Common Stock on the dealing day immediately
                           preceding the date on which such Capital Distribution
                           is publicly announced; and

                  B        is the fair market value on the date of such
                           announcement, as determined in good faith by a
                           merchant bank in New York, selected by the Company
                           and approved in writing by the Trustee, of the
                           portion of such Capital Distribution attributable to
                           one share of LSR Voting Common Stock.

         Such adjustment shall become effective upon the date that such Capital
         Distribution is actually made.

3.8      If and whenever the Company shall issue any LSR Voting Common Stock to
         the holders of LSR Voting Common Stock by way of rights, or the Company
         or any of the Company's subsidiaries shall issue or grant to the
         holders of LSR Voting Common Stock by way of rights any options,
         warrants or other rights to subscribe for or purchase LSR


                                      -10-
<PAGE>
         Voting Common Stock, in each case at less than 95 per cent. of the
         Current Market Price per share of LSR Voting Common Stock on the
         dealing day next preceding the date of the announcement of the terms of
         such issue or grant, the Exchange Rate shall be adjusted in relation to
         subsequent exchanges of the Ordinary Shares pursuant to any exercise of
         LSR Exchange Rights by multiplying the Exchange Rate in force
         immediately prior to such issue or grant by a fraction of which the
         numerator shall be the number of shares of LSR Voting Common Stock in
         issue immediately before the date of such announcement plus the number
         of shares of LSR Voting Common Stock which the aggregate amount (if
         any) payable for the rights, options or warrants and for the total
         number of shares of LSR Voting Common Stock comprised therein would
         purchase at such Current Market Price per share of LSR Voting Common
         Stock and the denominator shall be the number of shares of LSR Voting
         Common Stock in issue immediately before the date of such announcement
         plus the aggregate number of shares of LSR Voting Common Stock issued
         or, as the case may be, comprised in the grant. Such adjustment shall
         become effective on the date of issue of such LSR Voting Common Stock
         or issue or grant of such rights, options or warrants (as the case may
         be).

3.9      If and whenever the Company or any of its subsidiaries or (at the
         direction or request of or pursuant to any arrangements with the
         Company or any of its subsidiaries) any other company, person or entity
         shall offer any securities in connection with which offer the holders
         of LSR Voting Common Stock generally (meaning for these purposes the
         holders of at least 60 per cent. of the LSR Voting Common Stock
         outstanding at the time such offer is made) are entitled to participate
         by way of rights in arrangements whereby such LSR Voting Common Stock
         or other securities may be acquired by them and the Exchange Rate does
         not fall to be adjusted under Clause 3.8 or Clause 3.10, the Exchange
         Rate shall be adjusted in relation to subsequent exchanges of the
         Ordinary Shares pursuant to any exercise of LSR Exchange Rights by
         multiplying the Exchange Rate in force immediately before the making of
         such offer by a fraction of which the numerator shall be the Current
         Market Price per share of LSR Voting Common Stock on the dealing day
         prior to the date of the announcement of the terms of such offer minus
         the fair market value (as determined in good faith by a merchant bank
         in New York of international repute, acting as expert, selected by the
         Company and approved in writing by the Trustee) of the portion of the
         rights attributable to one share of LSR Voting Common Stock and the
         denominator shall be the said Current Market Price. Such adjustment
         shall become effective on the date of the making of the offer.

3.10     If and whenever the Company or any of its subsidiaries, or any person
         on its behalf, shall issue any securities (other than LSR Voting Common
         Stock) by way of rights to holders of LSR Voting Common Stock or shall
         grant any options, warrants or other rights to holders of LSR Voting
         Common Stock entitling them to subscribe for or purchase any securities
         (other than LSR Voting Common Stock) by way of rights, the Exchange
         Rate shall be adjusted in relation to subsequent exchanges of the
         Ordinary Shares pursuant to any exercise of LSR Exchange Rights by
         multiplying the Exchange Rate in force immediately prior to such issue
         or grant by a fraction of which the numerator shall be the Current
         Market Price per share of LSR Voting Common Stock on the dealing day
         prior to the date of the announcement of such issue or grant minus the
         fair market value as at the


                                      -11-
<PAGE>
         date of such announcement (as determined in good faith by a merchant
         bank in New York of international repute, acting as an expert, selected
         by the Company and approved in writing by the Trustee) of the portion
         of the rights attributable to one share of LSR Voting Common Stock and
         the denominator shall be the said Current Market Price. Such adjustment
         shall become effective on the date of issue of such securities or issue
         or grant of such options, warrants or other rights (as the case may
         be).

3.11     If the Company determines (with the approval of the Trustee) that an
         adjustment shall be made to the Exchange Rate as a result of one or
         more events or circumstances not referred to in any of Clauses 3.2 to
         3.10, the Company shall, at its own expense and acting reasonably,
         request its Auditors (in conjunction with a merchant bank in New York
         of international repute selected by the Company and approved in writing
         by the Trustee) to determine as soon as practicable what adjustment (if
         any) to the Exchange Rate is fair and reasonable to take account
         thereof, the Exchange Rate shall be adjusted in relation to subsequent
         exchanges of the Ordinary Shares pursuant to any exercise of LSR
         Exchange Rights by such amount (if any), provided that (i) the
         adjustment would result in a reduction in the Exchange Rate and (ii)
         the Auditors are so requested to make such a determination not more
         than 21 days after the occurrence of the relevant event or
         circumstance.

3.12     For the purpose of any calculation of the consideration receivable
         pursuant to Clauses 3.3 to 3.10, the following provisions shall apply:

         (i)      the aggregate consideration receivable for LSR Voting Common
                  Stock issued for cash shall be the amount of such cash,
                  provided that in no case shall any deduction be made for any
                  commission or any expenses paid or incurred by the Company for
                  any underwriting of the issue or otherwise in connection
                  therewith;

         (ii)     (x) the aggregate consideration receivable for the LSR Voting
                  Common Stock to be issued upon the conversion or exchange of
                  any Convertible Securities shall be deemed to be the
                  consideration received or receivable for or in respect of any
                  such Convertible Securities and (y) the aggregate
                  consideration receivable for the LSR Voting Common Stock to be
                  issued upon the exercise of rights of subscription attached to
                  any Convertible Securities shall be deemed to be that part of
                  the consideration received or receivable for or in respect of
                  such Convertible Securities which is attributed by the Company
                  to such rights of subscription or, if no part of such
                  consideration is so attributed or the Trustee requires by
                  notice in writing to the Company, the fair market value of
                  such rights of subscription as at the date of the announcement
                  of the terms of issue of such Convertible Securities (as
                  determined in good faith by a merchant bank in New York of
                  international repute, acting as an expert, selected by the
                  Company and approved in writing by the Trustee), plus in the
                  case of each of (x) and (y) above, the additional minimum
                  consideration (if any) to be received upon the conversion or
                  exchange of such Convertible Securities, or upon the exercise
                  of such rights of subscription attached thereto (the
                  consideration in all such cases to be determined subject to
                  the proviso in sub-Clause 3.12 (i)); and (z) the consideration
                  per share of LSR


                                      -12-
<PAGE>
                  Voting Common Stock receivable upon the conversion or exchange
                  of, or upon the exercise of such rights of subscription
                  attached to, such Convertible Securities shall be the
                  aggregate consideration referred to in (x) or (y) above (as
                  the case may be) converted into U.S. $ if such consideration
                  is expressed in a currency other than U.S. $ at such rate of
                  exchange as may be determined in good faith by a merchant bank
                  in New York of international repute, acting as an expert,
                  selected by the Company and approved in writing by the Trustee
                  to be the spot rate ruling at the close of business on the
                  date of announcement of the terms of issue of such Convertible
                  Securities, divided by the number of shares of LSR Voting
                  Common Stock to be issued upon such conversion or exchange or
                  exercise or subscription price or rate.

3.13     Where more than one event which gives or may give rise to an adjustment
         to the Exchange Rate occurs within such a short period of time that in
         the opinion of the Auditors a modification to the operation of the
         adjustment provisions is required in order to give the intended result,
         such modification shall be made in the operation of the adjustment
         provisions as may be advised by the Auditors to be in their opinion
         appropriate in order to give such intended result.

3.14     Notwithstanding anything in this Clause 3 to the contrary, no
         adjustment will be made if it would result in an increase in the
         Exchange Rate (other than by reason of a consolidation of LSR Voting
         Common Stock referred to in Clause 3.2).

3.15     If any doubt shall arise as to the appropriate adjustment to the
         Exchange Rate, a certificate of the Auditors shall be conclusive and
         binding on all concerned save in the case of manifest or proven error.

3.16     Notwithstanding anything in this Clause 3 to the contrary, no
         adjustment will be made to the Exchange Rate where such adjustment
         (rounded down as provided below if applicable) would be less than 1 per
         cent. of the Exchange Rate then applicable. On any adjustment, the
         resultant Exchange Rate will be rounded down to the nearest two decimal
         places. Any adjustment not required to be made, and any amount by which
         the Exchange Rate has been rounded down, will be carried forward and
         taken into account in any subsequent adjustment. The Company will on
         application notify the holder of a Capital Bond of the current Exchange
         Rate.

3.17     Notwithstanding anything in this Clause 3 to the contrary, no
         adjustment will be made to the Exchange Rate where LSR Voting Common
         Stock or other securities or options, warrants or other rights to
         subscribe for or purchase LSR Voting Common Stock or other securities
         are issued to employees (including directors holding executive office)
         of the Company or of any subsidiary or associated company of the
         Company or to trustees pursuant to any Employee Share Scheme.

3.18     Notwithstanding anything in this Clause 3 to the contrary, the Exchange
         Price shall not be reduced so that on exchange LSR Voting Common Stock
         would fall to be issued at a discount to their nominal value.

                                      -13-
<PAGE>
3.19     The Company hereby undertakes to and covenants with the Trustee that,
         so long as any of the Capital Bonds remains outstanding, it will
         whenever the Exchange Rate falls to be adjusted pursuant to this Clause
         3:

         (i)      as soon as reasonably practicable deliver to the Trustee a
                  certificate signed by two directors of the Company (which the
                  Trustee shall be entitled to accept as sufficient evidence of
                  the correctness of the matter therein referred to) setting
                  forth brief particulars of the event giving rise to the
                  adjustment, the adjusted Exchange Rate, the date on which the
                  adjustment takes effect and such other particulars and
                  information as the Trustee may reasonably require;

         (ii)     within 14 days thereafter give notice to the Bondholders in
                  accordance with Condition 19 of the adjustment to the Exchange
                  Rate.

4.        STATUS OF LSR VOTING COMMON STOCK

4.1      All shares of LSR Exchange Common Stock will be, when issued, duly
         authorized and validly issued and fully paid and nonassessable. All
         such shares will rank pari passu with respect to all dividends and
         other distributions declared, made or paid by reference to a record
         date after the date on which they were issued, subject to any
         applicable restrictions on transfer or resale, with the shares of LSR
         Voting Common Stock held by other shareholders of LSR Voting Common
         Stock on such conversion date.

4.2      Each certificate representing LSR Exchange Common Stock shall (unless
         otherwise permitted by the provisions of this Deed Poll) be stamped or
         otherwise imprinted with a legend substantially similar to the
         following (in addition to any legend required under applicable state
         securities laws):

                  THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
                  UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND
                  MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, PLEDGED,
                  OR HYPOTHECATED IN THE UNITED STATES OR TO A U.S. PERSON (AS
                  SUCH TERMS ARE DEFINED IN RULE 902 OF REGULATION S OF THE
                  SECURITIES ACT) UNLESS AND UNTIL THE SECURITIES ARE REGISTERED
                  UNDER THE SECURITIES ACT OR, IN THE OPINION OF COUNSEL
                  REASONABLY SATISFACTORY TO THE ISSUER OF THESE SECURITIES,
                  SUCH OFFER, SALE, OR OTHER TRANSFER, PLEDGE, OR HYPOTHECATION
                  IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
                  ACT OR OTHERWISE COMPLIES WITH THE SECURITIES ACT.

                  HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED
                  HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
                  SECURITIES ACT.

                                      -14-
<PAGE>
                  THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A
                  LOCK-UP PERIOD OF UP TO 180 DAYS AFTER THE EFFECTIVE DATE OF A
                  REGISTRATION STATEMENT OF THE COMPANY FILED UNDER THE
                  SECURITIES ACT AND FURTHER RESTRICTIONS, AS SET FORTH IN AN
                  AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE
                  SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL
                  OFFICE OF THE COMPANY. SUCH LOCK-UP PERIOD IS BINDING ON
                  TRANSFEREES OF THESE SHARES.

         (i)      At the request of a Beneficiary, the Company shall be
                  obligated to promptly re-issue certificates without the
                  legends specified above if the Beneficiary shall have (a)
                  obtained an opinion of counsel at such Beneficiary's expense
                  (which counsel may be counsel to the Company) reasonably
                  acceptable to the Company to the effect that the securities
                  proposed to be disposed of may lawfully be so disposed of
                  without registration, qualification, or legend, and (b)
                  delivered such securities to the Company or its transfer
                  agent.

         (ii)     Any legend endorsed on an instrument pursuant to applicable
                  state securities laws and the stop-transfer instructions with
                  respect to such securities shall be removed upon the Company's
                  receipt of an order of the appropriate blue sky authority
                  authorizing such removal.

5.       ELECTION NOTICE

5.1      The Company shall provide each Paying and Conversion Agent with an
         Election Notice substantially in the form set out in Schedule 1 to
         supplement the Conversion and Exchange Notice enabling each Beneficiary
         to elect to exchange Ordinary Shares for LSR Exchange Common Stock
         pursuant to an exercise of LSR Exchange Rights in accordance with the
         provisions hereof. Each Election Notice shall contain details as to how
         and when it should be completed and will require the Beneficiary to
         give the representations and undertakings set out in Clause 8.

5.2      To be valid an Election Notice must, unless the Company otherwise
         agrees, be delivered at the same time and in the same manner as a
         Conversion and Exchange Notice and be in respect of all Ordinary Shares
         to be issued by the Guarantor pursuant to such Conversion and Exchange
         Notice. An Election Notice shall not be valid if the Beneficiary has
         accepted the Offer (and has not validly withdrawn such acceptance) in
         respect of any Ordinary Shares issued or to be issued pursuant to the
         Conversion and Exchange Notice delivered with the Election Notice and
         this Deed Poll shall not apply to any such Ordinary Shares. If an
         Election Notice has been made in relation to such Ordinary Shares it
         shall be deemed to be revoked by acceptance of the Offer in respect of
         such Ordinary Shares.

                                      -15-
<PAGE>
5.3      If a Beneficiary delivers a valid Election Notice with the relevant
         Conversion and Exchange Notice, the Company shall procure that the
         Ordinary Shares allotted to such Beneficiary pursuant to such
         Conversion and Exchange Notice are exchanged as promptly as practicable
         for LSR Exchange Common Stock in accordance with this Deed Poll and the
         Beneficiary shall not be entitled to make an ADR Election in relation
         to any such Ordinary Shares. If any such ADR Election has been made it
         shall be deemed to be revoked by the delivery of such Election Notice.

6.       DELIVERY OF LSR VOTING COMMON STOCK

6.1      At such time as the Company shall issue any shares of LSR Exchange
         Common Stock to the Beneficiaries pursuant to any Election Notice, the
         Company's transfer agent shall record such issuance in the Company's
         stock ledger or other similar records of the Company.

7.       REGISTRATION RIGHTS

7.1      If, at any time after the date of this Deed Poll, the Company receives
         from the Requesting Beneficiaries, a written request that the Company
         effect any registration with respect to an offering of all or any part
         of the Registrable Securities the aggregate proceeds of which (after
         deduction for underwriter's discounts and expenses related to the
         issuance) exceed $2,500,000, which request shall include an agreement
         by such Beneficiaries to comply with the provisions of this Clause 7
         and shall indicate whether such registration is to be an underwritten
         offering pursuant to Clauses 7.5 to 7.7 or a shelf registration
         pursuant to Clause 7.8, then the Company will:

         (i)      promptly give written notice of the proposed registration to
                  all other Beneficiaries who hold Registrable Securities; and

         (ii)     use its commercially reasonable efforts to effect such
                  registration as soon as practicable (including, without
                  limitation, by filing post-effective amendments, appropriate
                  qualifications under applicable blue sky or other state
                  securities laws, and appropriate compliance with the
                  Securities Act) and as would permit or facilitate the sale and
                  distribution of all or such portion of such Registrable
                  Securities as are specified in such request, together with all
                  or such portion of the Registrable Securities of any
                  Beneficiary or Beneficiaries joining in such request as are
                  specified in a written request received by the Company within
                  20 days after such written notice from the Company is
                  delivered. Notwithstanding anything to the contrary contained
                  in this Deed Poll, if the registration requested is to be an
                  underwritten offering and if the underwriters have not limited
                  the number of Registrable Securities to be underwritten, then
                  the Company shall be entitled, at the Company's election, to
                  join in any such registration with respect to securities to be
                  offered by the Company or by any other party.

7.2      The Company shall not be obligated to effect, or to take any action to
         effect, any such registration pursuant to Clause 7.1:

                                      -16-
<PAGE>
         (i)      in any particular jurisdiction in which the Company would be
                  required to execute a general consent to service of process in
                  effecting such registration, qualification, or compliance,
                  unless the Company is already subject to service in such
                  jurisdiction and except as may be required by the Securities
                  Act;

         (ii)     if the Company has effected a requested registration pursuant
                  to Clause 7.1 at any time within one year of the date of any
                  such request pursuant to Clause 7.1; or

         (iii)    during the period starting with the date 60 days before the
                  Company's good faith estimate of the date of filing of, and
                  ending on a date 180 days after the effective date of, a
                  Company-initiated registration; provided that the Company is
                  actively employing in good faith all reasonable efforts to
                  cause such registration statement to become effective; and
                  provided, further, that, with respect to each time the Company
                  exercises its rights under this sub-clause (iv), this
                  sub-clause (iv) will not again become effective until the
                  Beneficiaries have had at least six months in which they were
                  able to exercise their rights under Clause 7.1 (exclusive of
                  periods restricted by Clause 7.3, but inclusive of any other
                  provisions of this Deed Poll).

7.3      Subject to the foregoing Clause 7.2, the Company shall file a
         registration statement covering the Registrable Securities so requested
         to be registered as soon as practicable after receipt of the request or
         requests of the Requesting Beneficiaries; provided, however, that if

         (i)      in the good faith judgment of the Company's Board of
                  Directors, such registration would be detrimental to the
                  Company and the Company's Board of Directors concludes, as a
                  result, that it is in the Company's best interests to defer
                  the filing of such registration statement at such time; and

         (ii)     the Company furnishes to such Beneficiaries a certificate
                  signed by the Company's Chief Executive Officer or President
                  stating that, in the good faith judgment of the Company's
                  Board of Directors, it would be detrimental to the Company for
                  such registration statement to be filed in the near future and
                  that it is, therefore, in the Company's best interests to
                  defer the filing of such registration statement, then the
                  Company shall have the right to defer such filing (except as
                  provided in Clause 7.2 (iii) above) for a period of no more
                  than 180 days after the Company receives the Requesting
                  Beneficiaries' request; and provided, further, that the
                  Company shall not defer its obligation in this manner more
                  than once in any twelve-month period with respect to any
                  registration requested by the Requesting Beneficiaries without
                  the consent of the Requesting Beneficiaries.

7.4      The registration statement filed pursuant to Clause 7.1 may, subject to
         the provisions of the last sentence of Clause 7.1(ii), include other
         Company securities, with respect to which registration rights have been
         granted, and may include Company securities being sold for the
         Company's account.

                                      -17-
<PAGE>
7.5      The right of any Beneficiary to registration pursuant to Clause 7.1 in
         connection with an underwritten offering shall be conditioned upon such
         Beneficiary's participation in such underwriting and the inclusion of
         such Beneficiary's Registrable Securities in the underwriting (unless
         otherwise agreed by a majority in interest of the Requesting
         Beneficiaries and such Beneficiary with respect to such participation
         and inclusion) to the extent provided herein. A Beneficiary may elect
         to include in such underwriting all or a part of the Registrable
         Securities held by such Beneficiary.

7.6      Subject to the last sentence of Clause 7.1(ii), if the Company shall
         request inclusion in any registration pursuant to Clause 7.1 in
         connection with an underwritten offering of securities being sold for
         the Company's own account, or if other persons shall request inclusion
         in any registration pursuant to Clause 7.1, then the Requesting
         Beneficiaries shall, on behalf of all Beneficiaries, offer to include
         such securities in the underwriting and may condition such offer on
         their acceptance of the further applicable provisions of this Clause 7,
         including, without limitation, Clause 7.7. The Company shall (together
         with all Beneficiaries and other persons proposing to distribute their
         securities through such underwriting) enter into an underwriting
         agreement in customary form with the representative of the underwriter
         or underwriters selected for such underwriting by a majority in
         interest of the Requesting Beneficiaries, which underwriters are
         reasonably acceptable to the Company. Notwithstanding any other
         provision of this Clause 7, if the representative of the underwriters
         advises the Requesting Beneficiaries in writing that marketing factors
         require a limitation on the number of shares to be underwritten, then
         the number of shares to be included in the underwriting or registration
         shall be allocated as determined by a majority in interest of the
         Requesting Beneficiaries. If a person who has requested inclusion in
         such registration as provided above does not agree to the terms of any
         such underwriting, then such person shall be excluded from the
         underwriting by written notice from the Company, the underwriter, or
         the Requesting Beneficiaries. The securities so excluded shall also be
         withdrawn from registration. Any Registrable Securities or other
         securities excluded or withdrawn from such underwriting shall also be
         withdrawn from such registration.

7.7      If requested by the Company and an underwriter of LSR Voting Common
         Stock (or other securities) of the Company, no Requesting Beneficiary
         shall sell or otherwise transfer or dispose of any LSR Voting Common
         Stock (or other securities) of the Company held by such Beneficiary
         (other than those included in the registration or in a transfer not
         required to be registered under the Securities Act, as demonstrated by
         a written legal opinion from counsel reasonably acceptable to the
         Company and to the underwriter) during the 180-day period after the
         effective date of a registration statement filed by the Company under
         the Securities Act for such offering provided that such period shall be
         90 days for Requesting Beneficiaries who beneficially own 500 shares or
         less of LSR Exchange Common Stock. The Company may impose stop-transfer
         instructions and may stamp each such certificate with the second legend
         set forth in Clause 4.2 with respect to the shares of LSR Voting Common
         Stock (or other securities) subject to the foregoing restriction until
         the end of such 180-day period. Each Beneficiary agrees to execute a
         market standoff agreement with such underwriters in customary form
         consistent with the


                                      -18-
<PAGE>
         provisions of this Clause 7.7. This Clause 7.7 shall expire on the
         second anniversary of the Company's initial public offering.

7.8      If the Requesting Beneficiaries request a shelf registration in
         accordance with Clause 7.1, then in addition to complying with Clause
         7.3 with respect to the registration of the Registrable Securities
         covered by such request, and any other Registrable Securities whose
         holders agree to comply with the requirements of Clause 7.1 (other than
         the $2,500,000 threshold), the Company shall use its reasonable best
         efforts to keep the registration statement filed in compliance with
         such request (the "Shelf Registration Statement") continuously
         effective, supplemented and amended to the extent necessary to ensure
         that it is available for resales of Registrable Securities by the
         Beneficiaries thereof entitled to the benefit of this Clause 7.8, and
         to ensure that it conforms with the requirements of this Deed Poll, the
         Securities Act and the policies, rules and regulations of the
         Commission as announced from time to time, until the earlier of (a) two
         years following the date the Shelf Registration Statement becomes
         effective, and (b) such earlier date when no Registrable Securities
         covered by such Shelf Registration Statement remain unsold. No
         Beneficiary of Registrable Securities may include any of its
         registrable Securities in any Shelf Registration Statement pursuant to
         this Deed Poll unless and until such Beneficiary furnishes to the
         Company in writing, within 10 Business Days after receipt of a request
         therefor, such information as the Company may reasonably request for
         use in connection with any Shelf Registration Statement or prospectus
         or preliminary prospectus included therein. Each Beneficiary as to
         which any Shelf Registration Statement is being effected shall furnish
         promptly to the Company all information required to be disclosed in
         order to make the information previously furnished to the Company by
         such Beneficiary not materially misleading.

7.9      All Registration Expenses incurred in connection with any registration,
         qualification or compliance pursuant to Clause 7.1 shall be borne by
         the Company. All Selling Expenses relating to securities so registered
         shall be borne by Beneficiaries of such securities on pro rata on the
         basis of the number of shares of securities so registered on their
         behalf.

7.10     In the case of each registration effected by the Company pursuant to
         Clause 7.1, the Company will keep each Beneficiary advised in writing
         as to the initiation of each registration and as to the completion
         thereof. At the Company's expense, the Company will use its
         commercially reasonable efforts to:

         (i)      if such registration is in connection with a firm commitment
                  underwriting, keep such registration effective for a period of
                  60 days or until the Beneficiary or Beneficiaries have
                  completed the distribution described in the registration
                  statement relating thereto, whichever occurs first;

         (ii)     prepare and file with the Commission such amendments and
                  supplements to such registration statement and the prospectus
                  used in connection with such registration statement as may be
                  necessary to comply with the provisions of the Securities Act
                  with respect to the disposition of all securities covered by
                  such registration statement;

                                      -19-
<PAGE>
         (iii)    furnish such number of prospectuses, including preliminary
                  prospectuses, and other documents incident thereto, including
                  any amendment of or supplement to the prospectus, as a
                  Beneficiary from time to time may reasonably request;

         (iv)     cause all such Registrable Securities registered pursuant
                  under this Agreement to be listed on each securities exchange
                  on which similar securities issued by the Company are then
                  listed;

         (v)      in connection with any underwritten offering pursuant to a
                  registration statement filed pursuant to Clause 7.1, the
                  Company will enter into and perform its obligations under an
                  underwriting agreement in form reasonably necessary to effect
                  the offer and sale of LSR Voting Common Stock; provided such
                  underwriting agreement contains reasonable and customary
                  provisions; and provided further, that each Beneficiary
                  participating in such underwriting shall also enter into and
                  perform such Beneficiary's obligations under the underwriting
                  agreement;

         (vi)     use commercially reasonable efforts to register and qualify
                  the securities covered by such registration statement under
                  such other securities laws or Blue Sky laws of such
                  jurisdictions as shall be reasonably requested by the
                  Beneficiaries; provided that the Company shall not be required
                  in connection therewith or as a condition thereto to qualify
                  to do business or to file a general consent to service of
                  process in any such states or jurisdictions;

         (vii)    notify each Beneficiary holding Registrable Securities covered
                  by such registration statement at any time when a prospectus
                  relating thereto is required to be delivered under the
                  Securities Act of the occurrence of any event as a result of
                  which the prospectus included in such registration statement,
                  as then in effect, includes an untrue statement of material
                  fact or omits to state a material fact required to be stated
                  therein or necessary to make the statements therein not
                  misleading in light of the circumstances then existing; and

         (viii)   if such registration is in connection with a firm commitment
                  underwriting, use commercially reasonable efforts to furnish,
                  on the date that such Registrable Securities are delivered to
                  the underwriters for sale, if such securities are being sold
                  through underwriters, (i) an opinion, dated as of such date,
                  of the counsel representing the Company for the purposes of
                  such registration, in form and substance as is customarily
                  given to underwriters by such counsel in an underwritten
                  public offering, addressed to the underwriters, if any; and
                  (ii) a letter, dated as of such date, from the Company's
                  independent certified public accountant, in form and substance
                  as is customarily given by independent certified public
                  accountants to underwriters in an underwritten public offering
                  addressed to the underwriters.

7.11      Piggyback Registration Rights.
          -----------------------------

                                      -20-
<PAGE>
         (i)      If the Company determines to register any of the Company's
                  securities either for the Company's own account or the account
                  of a security Beneficiary or Beneficiarys exercising their
                  respective demand registration rights, other than a
                  registration relating solely to employee benefit plans or a
                  registration relating solely to a corporate reorganization or
                  other transaction on Form S-4 or similar forms that may be
                  promulgated in the future, then the Company will:

                  (a)      promptly give to each Beneficiary written notice
                           thereof at least 20 days before filing any such
                           registration statement; and

                  (b)      use its commercially reasonable efforts to include in
                           such registration (and any related qualification
                           under blue sky laws or other compliance), except as
                           set forth in the second paragraph of Clause 7.11(ii),
                           and in any underwriting involved therein, all the
                           Registrable Securities specified in a written request
                           or requests, made by any Beneficiary and received by
                           the Company within 20 days after the written notice
                           from the Company described in Clause 7.11(i) is
                           delivered by the Company. Such written request may
                           specify all or a part of a Beneficiary's Registrable
                           Securities. If a Beneficiary decides not to include
                           all of such Beneficiary's Registrable Securities in
                           such registration statement, then such Beneficiary
                           shall continue to have the right to include any
                           Registrable Securities held by it in any subsequent
                           registration statement or registration statements as
                           may be filed by the Company with respect to offerings
                           of the Company's securities, all upon the terms and
                           conditions set forth herein.

         (ii)     Underwriting. If the registration for which the Company gives
                  notice is for a registered public offering involving an
                  underwriting, then the Company shall so advise the
                  Beneficiarys as a part of the written notice given pursuant to
                  Clause 7.11(i)(a). In such event, the right of any Beneficiary
                  to registration pursuant to this Clause 7.11 shall be
                  conditioned upon such Beneficiary's participation in such
                  underwriting and the inclusion of such Beneficiary's
                  Registrable Securities in the underwriting to the extent
                  provided herein. All Beneficiarys proposing to distribute
                  their Registrable Securities through such underwriting shall
                  (together with the Company and the other Beneficiarys of
                  securities of the Company with registration rights to
                  participate therein distributing their securities through such
                  underwriting) enter into an underwriting agreement in
                  customary form with the representative of the underwriter or
                  underwriters selected by the Company.

         Notwithstanding any other provision of this Clause 7.11, if the
         underwriters' representative advises the Company in good faith and in
         writing (which notice the Company, in turn, shall promptly provide to
         all Beneficiarys requesting registration) that marketing factors
         require a limitation on the number of shares to be underwritten, then
         the representative may (subject to the limitations set forth below)
         exclude all Registrable Securities from, or limit the number of
         Registrable Securities to be included in, the registration and
         underwriting. The Company shall so advise all Beneficiarys of
         securities requesting registration, and the number of shares of
         securities that are entitled to be


                                      -21-
<PAGE>
         included in the registration and underwriting shall be allocated first,
         to the Company for securities being sold for the Company's own account
         and thereafter, among the Beneficiaries pro rated in proportion to the
         amount of Registrable Securities specified under Clause 7.11(i)(b). If
         any Beneficiary does not agree to the terms of any such underwriting,
         then such Beneficiary shall be excluded from the underwriting by
         written notice from the Company or the underwriter. Any Registrable
         Securities or other securities excluded or withdrawn from such
         underwriting in accordance with the terms hereof shall be withdrawn
         from such registration. To facilitate the allocation of shares in
         accordance with the foregoing provisions, the Company or the
         underwriter(s) may round the number of shares allocated to any
         Beneficiary to the nearest 100 shares.

         If shares are excluded because a Beneficiary does not agree to the
         terms of any such underwriting, then the Company shall offer to all
         Beneficiaries who have retained the right to include securities in the
         registration the right to include additional securities in the
         registration in an aggregate amount equal to the number of shares so
         excluded, with such shares to be allocated among the Beneficiaries
         requesting additional inclusion pro rated in proportion to the amount
         of Registrable Securities specified under Clause 7.11(i)(b).

         (iii)    Right to Terminate Registration. The Company shall have the
                  right to terminate or withdraw any registration initiated by
                  the Company under this Clause 7.11 before the effectiveness of
                  such registration whether or not any Beneficiary has elected
                  to include Registrable Securities in such registration.

7.12     Rule 144 Reporting. With a view to making available the benefits of
         certain rules and regulations of the Commission that may permit the
         sale of the Registrable Securities to the public without registration,
         the Company agrees to use its commercially reasonable efforts to:

         (i)      make and keep public information available, as those terms are
                  understood and defined in Rule 144, at all times after the
                  effective date of the first registration statement filed by
                  the Company for an offering of the Company's securities to the
                  general public;

         (ii)     file with the Commission in a timely manner all reports and
                  other documents required of the Company under the Securities
                  Act and the Exchange Act at any time after the Company has
                  become subject to such reporting requirements; and

         (iii)    so long as a Beneficiary owns any Registrable Securities,
                  furnish to the Beneficiary promptly upon written request (i) a
                  written statement by the Company as to the Company's
                  compliance with the reporting requirements of Rule 144 (at any
                  time from and after 90 days following the effective date of
                  the first registration statement filed by the Company for an
                  offering of its securities to the general public) and of the
                  Securities Act and the Exchange Act (at any time after the
                  Company has become subject to such reporting requirements);
                  (ii) a copy of the most recent annual or quarterly report of
                  the Company; and (iii) such other reports and documents so
                  filed as a Beneficiary may reasonably request in


                                      -22-
<PAGE>
                  availing itself of any rule or regulation of the Securities
                  Act allowing such Beneficiary to sell any such securities
                  without registration.

  7.13   (i)      The Company will indemnify each Beneficiary, each of its
                  officers, directors, partners, members, legal counsel, and
                  accountants and each person controlling such Beneficiary
                  within the meaning of Section 15 of the Securities Act or
                  Section 20 of the Exchange Act, with respect to which
                  registration, qualification, or compliance has been effected
                  pursuant to this Clause 7.1, and each underwriter, if any, and
                  each person who controls within the meaning of Section 15 of
                  the Securities Act any underwriter, against all expenses,
                  claims, losses, damages, and liabilities (or actions,
                  proceedings, or settlements in respect thereof) arising out of
                  or based on any untrue statement (or alleged untrue statement)
                  of a material fact contained in any prospectus (including any
                  preliminary prospectus), offering circular, or other document
                  (including any related registration statement, notification,
                  or similar documents) or any amendment thereof or supplement
                  thereto, incident to any such registration, qualification, or
                  compliance, or based on any omission (or alleged omission) to
                  state therein a material fact required to be stated therein or
                  necessary to make the statements therein not misleading, or
                  any violation by the Company of the Securities Act or any rule
                  or regulation thereunder applicable to the Company and
                  relating to action or inaction required of the Company in
                  connection with any such registration, qualification, or
                  compliance, and will reimburse each such Beneficiary, each of
                  its officers, directors, partners, members, legal counsel, and
                  accountants and each person controlling such Beneficiary
                  within the meaning of Section 15 of the Securities Act or
                  Section 20 of the Exchange Act, each such underwriter, and
                  each person who controls any such underwriter within the
                  meaning of Section 15 of the Securities Act or Section 20 of
                  the Exchange Act, for any legal and any other expenses
                  reasonably incurred in connection with investigating and
                  defending or settling any such claim, loss, damage, liability,
                  or action; provided that the Company will not be liable in any
                  such case to the extent that any such claim, loss, damage,
                  liability, or expense arises out of or is based on any untrue
                  statement or omission based upon written information furnished
                  to the Company by such Beneficiary or underwriter and stated
                  to be specifically for use therein. The indemnity agreement
                  contained in this Clause 7.13 shall not apply to amounts paid
                  in settlement of any such loss, claim, damage, liability, or
                  action if such settlement is effected without the consent of
                  the Company (which consent shall not be unreasonably
                  withheld).

         (ii)     Each Beneficiary will, if Registrable Securities held by such
                  Beneficiary are included in the securities as to which such
                  registration, qualification, or compliance is being effected,
                  indemnify the Company, each of its directors, officers,
                  partners, members, legal counsel, and accountants and each
                  underwriter, if any, of the Company's securities covered by
                  such a registration statement, each person who controls the
                  Company or such underwriter within the meaning of Section 15
                  of the Securities Act or Section 20 of the Exchange Act, each
                  other such Beneficiary and Other Stockholder, and each of
                  their respective officers, directors, partners, and members,
                  and each person controlling such Beneficiary or


                                      -23-
<PAGE>
                  Other Stockholder within the meaning of Section 15 of the
                  Securities Act or Section 20 of the Exchange Act, against all
                  claims, losses, damages, and liabilities (or actions in
                  respect thereof) arising out of or based on any untrue
                  statement (or alleged untrue statement) of a material fact
                  contained in any such registration statement, prospectus,
                  offering circular, or other document, or any omission (or
                  alleged omission) to state therein a material fact required to
                  be stated therein by or in respect of that Beneficiary or
                  necessary to make the statements therein not misleading, and
                  will reimburse the Company and such other Beneficiaries, Other
                  Stockholders, directors, officers, partners, members, legal
                  counsel, and accountants, persons, underwriters, or control
                  persons for any legal or any other expenses reasonably
                  incurred in connection with investigating or defending any
                  such claim, loss, damage, liability, or action, in each case
                  to the extent, but only to the extent, that such untrue
                  statement (or alleged untrue statement) or omission (or
                  alleged omission) is made in such registration statement,
                  prospectus, offering circular, or other document in reliance
                  upon and in conformity with written information furnished to
                  the Company by such Beneficiary and stated to be specifically
                  for use therein; provided, however, that the obligations of
                  such Beneficiary hereunder shall not apply to amounts paid in
                  settlement of any such claims, losses, damages, or liabilities
                  (or actions in respect thereof) if such settlement is effected
                  without the consent of such Beneficiary (which consent shall
                  not be unreasonably withheld); and provided, further, that in
                  no event shall any indemnity under this Clause 7.10 exceed the
                  gross proceeds from the offering received by such Beneficiary.

         (iii)    Each party entitled to indemnification under this Clause 7.10
                  (the "INDEMNIFIED PARTY") shall give notice to the party
                  required to provide indemnification (the "INDEMNIFYING PARTY")
                  promptly after such Indemnified Party has actual knowledge of
                  any claim as to which indemnity may be sought, and shall
                  permit the Indemnifying Party to assume the defence of such
                  claim or any litigation resulting therefrom; provided that
                  counsel for the Indemnifying Party, who shall conduct the
                  defence of such claim or any litigation resulting therefrom,
                  shall be approved by the Indemnified Party (whose approval
                  shall not be unreasonably withheld), and the Indemnified Party
                  may participate in such defence at the Indemnified Party's own
                  expense, and provided further that the failure of any
                  Indemnified Party to give notice as provided herein shall not
                  relieve the Indemnifying Party of its obligations under this
                  Clause 7.10, to the extent such failure is not materially
                  prejudicial. No Indemnifying Party, in the defence of any such
                  claim or litigation, shall, except with the consent of each
                  Indemnified Party, consent to entry of any judgment or enter
                  into any settlement that does not include as an unconditional
                  term thereof the giving by the claimant or plaintiff to such
                  Indemnified Party of a release from all liability in respect
                  to such claim or litigation. Each Indemnified Party shall
                  furnish such information regarding itself or the claim in
                  question as an Indemnifying Party may reasonably request in
                  writing and as shall be reasonably required in connection with
                  defence of such claim and litigation resulting therefrom.

                                      -24-
<PAGE>
         (iv)     If the indemnification provided for in this Clause 7.10 is
                  held by a court of competent jurisdiction to be unavailable to
                  an Indemnified Party with respect to any loss, liability,
                  claim, damage, or expense referred to therein, then the
                  Indemnifying Party, in lieu of indemnifying such Indemnified
                  Party hereunder, shall contribute to the amount paid or
                  payable by such Indemnified Party as a result of such loss,
                  liability, claim, damage, or expense in such proportion as is
                  appropriate to reflect the relative fault of the Indemnifying
                  Party on the one hand and of the Indemnified Party on the
                  other in connection with the statements or omissions that
                  resulted in such loss, liability, claim, damage, or expense as
                  well as any other relevant equitable considerations. The
                  relative fault of the Indemnifying Party and of the
                  Indemnified Party shall be determined by reference to, among
                  other things, whether the untrue or alleged untrue statement
                  of a material fact or the omission to state a material fact
                  relates to information supplied by the Indemnifying Party or
                  by the Indemnified Party and the Parties' relative intent,
                  knowledge, access to information, and opportunity to correct
                  or prevent such statement or omission.

         (v)      Notwithstanding the foregoing, to the extent that the
                  provisions on indemnification and contribution contained in
                  the underwriting agreement entered into in connection with the
                  underwritten public offering relating to the particular
                  registration are in conflict with the foregoing provisions,
                  the provisions in the underwriting agreement shall control.

7.14     Each Beneficiary holding Registrable Securities shall furnish to the
         Company such information regarding such Beneficiary holding and the
         distribution proposed by such Beneficiary holding as the Company may
         reasonably request in writing and as shall be reasonably required in
         connection with any registration, qualification, or compliance referred
         to in this Clause 7.

7.15     The rights to cause the Company to register securities granted to a
         Beneficiary by the Company under this Clause 7 may be transferred or
         assigned by a Beneficiary only to a transferee or assignee who, after
         such transfer, holds at least 30,000 shares of Registrable Securities
         (as presently constituted and subject to subsequent adjustments for
         stock splits, stock dividends, reverse stock splits, and similar
         reclassifications affecting the Company's equity securities); provided
         that the Company is given written notice at the time of or within a
         reasonable time after such transfer or assignment, stating the name and
         address of the transferee or assignee and identifying the securities
         with respect to which such registration rights are being transferred or
         assigned; and, provided further, that the transferee or assignee of
         such rights assumes in writing the obligations of such Beneficiary
         under this Clause 7. Registration rights are enforceable, however, by
         legatees of a Beneficiary.

7.16     No Beneficiary shall have any right to take any action to restrain,
         enjoin, or otherwise delay any registration as the result of any
         controversy that might arise with respect to the interpretation or
         implementation of this Clause 7.

                                      -25-
<PAGE>
7.17     The right of any Beneficiary to request registration or inclusion in
         any registration pursuant to Clause 7.1 shall terminate five years
         after the closing of the first registered public offering.

8.       CONDITIONS TO COMPANY'S OBLIGATIONS

8.1      The Company's obligations to issue LSR Exchange Common Stock in
         exchange for Ordinary Shares pursuant to this Deed Poll are subject to
         the satisfaction (or express written waiver by the Company) of the
         conditions set out in this Clause 8.

8.2      Each Beneficiary who has delivered a valid Election Notice to the
         Company shall have reasonably satisfied the Company that the issuance
         of LSR Exchange Common Stock to such Beneficiary is exempt from
         registration under the Securities Act pursuant to the provisions of
         Regulation S or Regulation D:

         (i)      To the extent a Beneficiary seeks to qualify for an exemption
                  from registration under the Securities Act pursuant to
                  Regulation S, each such Beneficiary shall have delivered to
                  the Company an Election Notice which contains the following
                  representations and warranties and covenants:

                  (a)      Not a U.S. Person. The Beneficiary shall have
                           certified to the Company that it is not a U.S. Person
                           and is not acquiring the LSR Exchange Common Stock
                           for the account or benefit of a U.S. Person, and
                           that, at the time it executed and delivered the
                           Election Notice, such Beneficiary was outside the
                           United States.

                  (b)      Restrictions on Resale. Such Beneficiary shall have
                           agreed with the Company that (i) it shall not offer,
                           sell, transfer, pledge or hypothecate any shares of
                           LSR Exchange Common Stock otherwise than pursuant to
                           registration under the Securities Act, in accordance
                           with the provisions of Regulation S or pursuant to
                           another available exemption from the registration
                           requirements of the Securities Act, and (ii) that it
                           shall not engage in hedging transaction with respect
                           to such LSR Exchange Common Stock unless in
                           compliance with the Securities Act.

                  Notwithstanding anything to the contrary in this Clause 8.2,
                  pursuant to the requirements of Rule 903(b)(3)(iii)(B)(4) of
                  Regulation S, the Company shall refuse to register any
                  transfer of shares of LSR Exchange Common Stock not made in
                  accordance with the provisions of Regulation S, pursuant to
                  registration under the Securities Act or pursuant to an
                  available exemption from registration under the Securities
                  Act.

         (ii)     To the extent a Beneficiary seeks to qualify for an exemption
                  from registration under the Securities Act pursuant to
                  Regulation D, each such Beneficiary shall have delivered to
                  the Company an Election Notice which contains the following
                  representations and warranties:

                                      -26-
<PAGE>
                  (a)      Nature of Beneficiary. Each Beneficiary is (i) an
                           "accredited investor" as defined in Rule 501 of
                           Regulation D promulgated under the Securities Act, or
                           (ii) either alone, or together with its purchaser
                           representative(s), has (A) substantial knowledge and
                           experience in financial and business matters that he
                           is capable of evaluating the merits and risks of an
                           investment in shares of LSR Voting Common Stock, (B)
                           substantial experience in investing in and evaluating
                           private placement transactions of securities in
                           companies similar to the Company and (C) the capacity
                           to protect its own interests. Each Beneficiary is
                           able to bear the economic risks of its investment in
                           the shares of LSR Voting Common Stock indefinitely.

                  (b)      Investment Purpose. Each Beneficiary is acquiring the
                           shares of LSR Voting Common Stock for investment only
                           for its own account, not as a nominee or agent, and
                           not with a view to the sale or distribution of all or
                           any portion thereof, and no Beneficiary has the
                           present intention of selling or engaging in any
                           public distribution of the same, except pursuant to a
                           registration or exemption from registration under the
                           Securities Act.

                  (c)      Private Issue. Each Beneficiary has been advised that
                           the shares of LSR Voting Common Stock it will be
                           receiving pursuant to its Election Notice have not
                           been registered under the Securities Act or qualified
                           under any state securities laws on the ground that
                           any issuance of shares of LSR Voting Common Stock
                           contemplated by this Deed Poll will be exempt from
                           the registration and qualification requirements
                           thereof and, therefore, the shares of LSR Voting
                           Common Stock issued pursuant to an Election Notice
                           cannot be resold, transferred, offered for sale,
                           pledged, hypothecated or otherwise disposed of unless
                           they are registered under the Securities Act and may
                           not be resold, transferred, offered for sale,
                           pledged, hypothecated or otherwise disposed of
                           without qualification, or unless exemptions from
                           registration and qualification are available.

                  (d)      Access to Information. Each Beneficiary has been
                           afforded (i) the opportunity to ask such questions as
                           it has deemed necessary of, and to receive answers
                           from, representatives of the Company concerning an
                           investment in shares of LSR Voting Common Stock and
                           the merits and risks of investing in shares of LSR
                           Voting Common Stock and (ii) such access to
                           information about the Company and the Company's
                           financial condition, business, results of operations
                           and prospects as it has requested to evaluate its
                           investment in shares of LSR Voting Common Stock. Each
                           Beneficiary acknowledges that all such questions have
                           been answered and all such access has been provided
                           to its full satisfaction.

         Notwithstanding anything in this Clause 8 to the contrary, any
         Beneficiary who has obtained and delivered to the Company an opinion of
         counsel, at such Beneficiary's


                                      -27-
<PAGE>
         expense, reasonably acceptable to the Company to the effect that the
         securities proposed to be disposed of may lawfully be so disposed of
         without registration under the Securities Act may transfer such
         securities as contemplated by such opinion.

8.3      Each Beneficiary who has delivered a valid Election Notice to the
         Company agrees not to make any disposition of all or any portion of
         such Beneficiary's Registrable Securities (other than in a sale of
         Registrable Securities in a registered public transaction in a
         securities market in which the Registrable Securities are traded) to a
         proposed transferee who after such transfer would be the owner of 5% or
         more of any class of the Company's capital stock as determined under
         Maryland law (a "5% HOLDER"), and who was not a 5% Holder before such
         transfer, unless and until such Beneficiary shall have (i) notified the
         Company in writing of the proposed disposition and shall have furnished
         the Company with a detailed statement of the circumstances surrounding
         the proposed disposition (including, without limitation, the identity
         of and background information regarding any 5% Holder) and (ii)
         received a written notice from the Company approving such disposition;
         provided that the approval of the Company shall only be withheld if, in
         the good faith judgment of the Company's Board of Directors, there is a
         substantial risk that a 5% Holder would use its resulting position as a
         shareholder of the Company to inflict harm on any of the Company, its
         management, employees, shareholders, bankers or advisors.

8.4      Each Beneficiary who has delivered a valid Election Notice agrees not
         to make any disposition of all or any portion of the Registrable
         Securities except in accordance with Rule 904 of Regulation S under the
         Securities Act unless and until one of the conditions set forth in
         sub-clauses (i) and (ii) below has been satisfied:

         (i)      there is then in effect a registration statement under the
                  Securities Act covering such proposed disposition and such
                  disposition is made in accordance with such registration
                  statement; or

         (ii)     such Beneficiary shall have notified the Company of the
                  proposed disposition and shall have furnished the Company with
                  a detailed statement of the circumstances surrounding the
                  proposed disposition, and, such Beneficiary shall have
                  furnished the Company with an opinion of counsel, reasonably
                  satisfactory to the Company, that such disposition will not
                  require registration of such shares under the Securities Act.

8.5      Any attempted disposition not made in compliance with Clause 8.4 shall
         be null and void, and the Company shall not in any way give effect to
         such disposition:

9.       TAXES ON EXCHANGE RIGHTS

9.1      On the exercise of the LSR Exchange Rights, the Beneficiary must pay
         all taxes and stamp, issue and registration duties (if any) arising in
         respect solely thereof (other than any capital, stamp, issue or
         registration duties or stamp duty reserve tax or similar taxies or
         duties payable in the United Kingdom or the Island of Jersey, in
         respect solely of the


                                      -28-
<PAGE>
         issue of the LSR Exchange Common Stock or in respect of the transfer of
         the Ordinary Shares to the Company, which shall be payable by the
         Company and the Beneficiary must pay all, if any, taxes arising be
         reference to any disposal or deemed disposal of the Ordinary Shares in
         connection with such exercise.

9.2      The Company will not impose any charge on the exchange of the Ordinary
         Shares.

10.      STAMP DUTIES

10.1     The Company will pay all stamp duties, stamp duty reserve tax, capital
         duties and other similar duties or taxes payable in the United Kingdom
         on or in connection with the execution and/or enforcement of this Deed
         Poll.

11.      AMENDMENTS

11.1     Any amendment to this Deed Poll (including the Election Notice) may be
         effected only by deed poll, executed by the Company and expressed to be
         supplemental hereto, and only with the prior consent of the Trustee or
         an Extraordinary Resolution of the Bondholders and the Trustee may give
         such consent without the consent of Bondholders or Couponholders if
         such amendment is, in the opinion of the Trustee, not materially
         prejudicial to the interests of the Bondholders, is of a formal, minor
         or technical nature or is made to correct a manifest error. In forming
         such opinion, the Trustee shall not be bound to take into account the
         individual tax circumstances of any person.

11.2     A memorandum of every such supplemental deed poll shall be endorsed on
         this Deed Poll.

11.3     Any such amendment to this Deed Poll shall, unless the Trustee agrees
         otherwise, be notified by the Company to the Bondholders in accordance
         with the Condition 19 of the Capital Bonds (as attached to the Trust
         Deed).

12.      GENERAL

12.1     Subject to Clause 12.2, the Company hereby acknowledges and covenants
         that the benefit of the covenants, obligations and conditions on the
         part of or binding upon it contained in this Deed Poll shall enure to
         each and every Beneficiary.

12.2     If the Offer has not become or been declared unconditional in all
         respects by 31 March 2002, this deed shall become null and void.

12.3     Each Beneficiary shall be entitled severally to enforce the said
         covenants, obligations and conditions against the Company insofar as
         each such person is concerned, without the need to join any other
         person whatsoever in the proceedings for such enforcement.

                                      -29-
<PAGE>
12.4     A copy of this Deed Poll shall be available for inspection during usual
         business hours at the principal office for the time being of the
         Trustee and at the Specified Office of each of the Paying and
         Conversion Agents.

13.      NOTICES

13.1     All notices to Bondholders or Beneficiaries hereunder shall be valid if
         given in accordance with the Condition 19 of the Capital Bonds (as
         attached to the Trust Deed).

13.2     Any notice or demand to be given to the Company under this Deed Poll
         shall be given to it at PMB # 251, 211 East Lombard Street, Baltimore,
         Maryland 21202-6102, U.S.A. or such other address as shall have been
         notified to the Trustee, the Bondholders or the Beneficiaries for the
         purpose.

14.      DEPOSIT OF DEED POLL

14.1     This Deed Poll shall be deposited with the Trustee as of the date
         hereof. Copies of this Deed Poll shall be available for inspection
         during usual business hours at the principal office for the time being
         of the Trustee and at the specified office of each of the Paying and
         Conversion Agents.

15.      GOVERNING LAW

15.1     This Deed Poll is governed by, and shall be construed in accordance
         with, English law and the Company hereby irrevocably submits to the
         exclusive jurisdiction of the Courts of England.

IN WITNESS whereof this Deed Poll has been executed as a deed by the Company the
day and year first above written

LIFE SCIENCES RESEARCH, Inc.
a Maryland corporation

By:

Name: Walter Stapfas
Title: President

                                       30