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                                                                    Exhibit 10.3

                     WARRANT TO PURCHASE VOTING COMMON STOCK

                                       OF

                          LIFE SCIENCES RESEARCH, INC.

ORIGINAL ISSUANCE DATE:  October 9, 2001                                 NO. S-1

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED,
QUALIFIED, APPROVED OR DISAPPROVED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND
APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS AND NEITHER THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR STATE REGULATORY
AUTHORITY HAS PASSED ON OR ENDORSED THE MERITS OF THESE SECURITIES.

                  THIS CERTIFIES THAT, for value received, STEPHENS GROUP, INC.,
a corporation organized under the laws of the State of Arkansas (together with
its successors and permitted assigns, the "HOLDER"), is entitled, subject to the
terms and conditions of this Warrant, at any time or from time to time after the
Effective Date (as defined below), and before 5:00 p.m. New York City time on
the Expiration Date (as defined below), to purchase from Life Sciences Research,
Inc., a Maryland corporation (the "COMPANY"), 704,425 shares of Voting Common
Stock, par value $.01 per share, of the Company (the "VOTING COMMON STOCK") at
the Exercise Price (as defined below). Both the number of Warrant Shares (as
defined below) issuable upon exercise of this Warrant and the Exercise Price are
subject to adjustment and change as provided in Section 4 of this Warrant.

1. Certain Definitions. As used in this Warrant, the following terms have the
following meanings:

                  "AFFILIATE" means, with respect to the Holder, a Person that
directly, or indirectly through one or more intermediaries controls, or is
controlled by, or is under common control with such Holder, or any trust in
which such Holder owns 25% or more of the total beneficial interest or in which
such Holder serves as trustee, executor or in any similar capacity.

                  "BOARD" means the Board of Directors of the Company.

                  "BUSINESS DAY" means a day (other than a Saturday or Sunday)
on which banks generally are open for ordinary banking business in London and
New York City.

                  "COMMISSION" means the United States Securities and Exchange
Commission or any other federal agency at the time administering the Securities
Act.

                  "COMMON STOCK" means the Voting Common Stock and the
Non-Voting Common Stock.
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                  "COMPANY" is defined in the preamble hereof.

                  "EFFECTIVE DATE" means the date that the Exchange Offer
becomes, or is declared, unconditional in all respects.

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended, or similar successor federal statue and the rules and regulations
thereunder in effect from time to time.

                  "EXCHANGE OFFER" means the exchange offer in which the Company
offers to exchange ordinary shares and American Depositary Shares represented by
American Depositary Receipts of Huntingdon Life Sciences Group plc for shares of
Voting Common Stock in accordance with the terms set forth in the Form S-4 filed
by the Company with the Commission.

                  "EXERCISE DATE" is defined in Section 2.1 hereof.

                  "EXERCISE PRICE" means $1.50 per share, subject to adjustment
pursuant to Section 4 hereof.

                  "EXPIRATION DATE" means the tenth anniversary of the Effective
Date; provided, however, that if the Expiration Date falls on a day other than a
Business Day, then the Expiration Date shall be the next following Business Day.

                  "FAIR MARKET VALUE" of a share of Voting Common Stock as of a
particular date means:

                  (a) If the Voting Common Stock is listed or admitted for
trading on a securities exchange, the Nasdaq National Market, or the Nasdaq
SmallCap Market, the average of the last reported sales price regular way (or,
in case no such reported sales took place on such day, the average of the last
reported bid and asked prices regular way) of the Voting Common Stock on such
exchange or market each day over the five business days ending immediately prior
to the applicable date of valuation;

                  (b) If the Voting Common Stock is traded over-the-counter, the
average of the last reported bid and asked 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, over the five trading day period ending
immediately prior to the applicable date of valuation; and

                  (c) If neither (a) or (b) above are applicable, the value
determined in good faith by the Board of Directors of the Company

                  "FIVE PER CENT HOLDER" or "5% HOLDER" means any person other
than the Holder who is or would become entitled to information about the
identity of shareholders of the Company under Maryland law, as the same may be
amended from time to time.

                  "HOLDER" is defined in the preamble hereof.

                   "INCLUDABLE SECURITIES" means other securities of the Company
that are entitled to be included in a registration statement filed pursuant to
Section 7.3 hereof.

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                  "INDEMNIFIED PARTY" and "INDEMNIFYING PARTY" are defined in
Section 7.5(c) hereof.

                  "LOSS" or "LOSSES" is defined in Section 7.5(a)(i) hereof.

                  "NOTICE OF EXERCISE" is defined in Section 2.1 hereof.

                  "NON-VOTING COMMON STOCK" means the non-voting common stock,
par value $.01 per share, of the Company.

                  "OTCBB" means the OTC Bulletin Board Service owned and
operated by the National Association of Security Dealers, Inc.

                  "OTHER STOCKHOLDERS" is defined in Section 7.1(a) hereof.

                  "PERSON" means any individual, corporation, partnership,
limited liability company, trust or other entity or organization, including any
governmental authority or political subdivision thereof.

                  "REGISTERED HOLDER" means any Holder in whose name this
Warrant is registered upon the books and records maintained by the Company.

                  "REGISTRABLE SECURITIES" means the Warrant Shares and any
shares of Voting Common Stock issued as a dividend or other distribution with
respect to or in exchange for or in replacement of the Warrant Shares; provided,
however, that Registrable Securities shall in any event not include any shares
of Voting Common Stock that have previously been registered or that have been
sold to the public either pursuant to a registration statement or Rule 144, or
that have been sold in a private transaction in which the transferor's rights
under this Agreement are not assigned.

                  "REGISTRATION EXPENSES" means all expenses incurred in
effecting any registration pursuant to the terms hereof, 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 Holder.

                  "REQUESTING HOLDERS" is defined in Section 7.3(a) hereof.

                  "RESTATED CERTIFICATE" means the Amended and Restated
Certificate of Incorporation of the Company, as filed with the Secretary of
State of the State of Maryland.

                  "RESTRICTED SECURITIES" has the meaning given to it in Rule
144.

                  "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,
or similar successor federal statue and the rules and regulations thereunder in
effect from time to time.

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                  "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 the Holder (other than the
fees and disbursements of counsel included in Registration Expenses).

                  "TERMINATION DATE" is defined in Section 4.5 hereof.

                  "VOTING COMMON STOCK" means the Voting Common Stock, par value
$.01 per share, of the Company.

                  "WARRANT" means this Warrant and any warrant delivered in
substitution or exchange therefor as provided herein.

                  "WARRANT SHARES" means the shares of Voting Common Stock
issuable upon exercise of this Warrant.

2. Exercise Of Warrant.

         2.1 Procedure for Exercise; Payment. Subject to compliance with the
terms and conditions of this Warrant, this Warrant may be exercised, in whole or
in part, at any time or from time to time, on or after the Effective Date and on
or before the Expiration Date (the "EXERCISE DATE") by the delivery (including,
without limitation, delivery by facsimile) to the Company at the principal
executive office of the Company of (i) the form of Notice of Exercise attached
hereto as EXHIBIT 1 (the "NOTICE OF EXERCISE"), duly executed by the Holder,
(ii) this Warrant, and (iii) payment in cash, by certified or official bank
check payable to the order of the Company, by wire transfer of immediately
available funds, or in a combination thereof, of an amount equal to the product
obtained by multiplying the number of Warrant Shares being purchased upon such
exercise by the then effective Exercise Price. As an alternative to paying the
amount required by clause (iii) of the preceding sentence, this Warrant (or any
portion hereof) may, at the election of the Holder, be converted into the
nearest whole number of Warrant Shares equal to: (x) the product of (A) the
number of Warrant Shares subject to this Warrant (or the part of thereof to be
exercised) and (B) the excess, if any, of (1) the Fair Market Value per Warrant
Share as of the Exercise Date over (2) the Exercise Price (as adjusted on the
Exercise Date), divided by (z) the Fair Market Value per Warrant Share as of the
Exercise Date.

         2.2 Stock Certificates; Fractional Shares. As soon as practicable after
the Exercise Date, the Company will issue and deliver to the Person entitled to
receive the same a certificate or certificates for the number of whole Warrant
Shares issuable upon such exercise, together with cash in lieu of any fraction
of a Warrant Share equal to such fraction of the current Fair Market Value of
one share of Voting Common Stock as of the date of exercise of this Warrant. No
fractional Warrant Shares or scrip representing fractional Warrant Shares will
be issued.

         2.3 Partial Exercise; Effective Date of Exercise. In case of any
partial exercise of this Warrant, the Company will cancel this Warrant upon
surrender hereof and will execute and deliver a new Warrant of like tenor and
date for the balance of the Warrant Shares. This Warrant will be deemed to have
been exercised immediately prior to the close of business on the Exercise Date.
The Person entitled to receive the Warrant Shares will be treated for all
purposes as the holder of record of such shares as of the close of business on
the Exercise Date.

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3. Valid Issuance; Taxes. The Company will pay all taxes and other governmental
charges that may be imposed in respect of the issue or delivery thereof. The
Company will not be required to pay any tax or other charge imposed in
connection with any transfer involved in the issuance of any certificate for
Warrant Shares in any name other than that of the Registered Holder of this
Warrant, and in such case the Company will not be required to issue or deliver
any stock certificate or security until such tax or other charge has been paid,
or it has been established to the Company's reasonable satisfaction that no tax
or other charge is due.

4. Adjustment Of Exercise Price And Number Of Shares. The number of Warrant
Shares issuable upon exercise of this Warrant and the Exercise Price are subject
to adjustment upon occurrence of the following events:

         4.1 Adjustment for Stock Splits, Stock Subdivisions or Combinations of
Shares. The Exercise Price will be proportionally decreased and the number of
Warrant Shares issuable upon exercise of this Warrant (or any shares of stock or
other securities at the time issuable upon exercise of this Warrant) will be
proportionally increased to reflect any stock split or subdivision of the Common
Stock. The Exercise Price will be proportionally increased and the number of
Warrant Shares issuable upon exercise of this Warrant will be proportionally
decreased to reflect any combination of the Company's Common Stock.

         4.2 Adjustment for Dividends or Distributions of Stock or Other
Securities or Property. In case the Company will make or issue, or will fix a
record date for the determination of eligible holders entitled to receive, a
dividend or other distribution with respect to the Common Stock payable in: (i)
securities of the Company or (ii) assets (excluding cash dividends paid or
payable solely out of retained earnings), then, in each such case, the Holder
upon exercise hereof at any time after the consummation, effective date or
record date of such dividend or other distribution, will receive, in addition to
the Warrant Shares issuable on such exercise prior to such date, and without the
payment of additional consideration therefor, the securities or such other
assets of the Company to which such Holder would have been entitled upon such
date if such Holder had exercised this Warrant on the date hereof and had
thereafter, during the period from the date hereof to and including the date of
such exercise, retained such shares and/or all other additional stock available
by it as aforesaid during such period giving effect to all adjustments called
for by this Section 4.

         4.3 Reclassification. If the Company, by reclassification of securities
or otherwise, will change any of the securities as to which purchase rights
under this Warrant exist into the same or a different number of securities of
any other class or classes, this Warrant will thereafter represent the right to
acquire such number and kind of securities as would have been issuable as the
result of such change with respect to the securities that were subject to the
purchase rights under this Warrant immediately prior to such reclassification or
other change and the Exercise Price therefor will be appropriately adjusted, all
subject to further adjustment as provided in this Section 4. No adjustment will
be made pursuant to this Section 4.3 upon any conversion or redemption of the
Common Stock, which is the subject of Section 4.5.

         4.4 Adjustment for Capital Reorganization, Merger or Consolidation. In
case of any capital reorganization of the capital stock of the Company (other
than a combination, reclassification, exchange or subdivision of shares
otherwise provided for herein), or any merger or consolidation of the Company
with or into another Person, or the sale of all or substantially all

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the assets of the Company then, and in each such case, as a part of such
reorganization, merger, consolidation, sale, or transfer, lawful provision will
be made so that the Holder will thereafter be entitled to receive upon exercise
of this Warrant, during the period specified herein and upon payment of the
Exercise Price then in effect, the number of shares of stock or other securities
or property of the successor Person resulting from such reorganization, merger,
consolidation, sale, or transfer that a holder of the shares deliverable upon
exercise of this Warrant would have been entitled to receive in such
reorganization, consolidation, merger, sale, or transfer if this Warrant had
been exercised immediately before such reorganization, merger, consolidation,
sale, or transfer, all subject to further adjustment as provided in this Section
4. The foregoing provisions of this Section 4.4 will similarly apply to
successive reorganizations, consolidations, mergers, sales, and transfers, and
to the stock or securities of any other Person that are at the time receivable
upon the exercise of this Warrant. If the per-share consideration payable to the
Holder for shares in connection with any such transaction is in a form other
than cash or marketable securities, then the value of such consideration will be
determined in good faith by the Board. In all events, appropriate adjustment (as
determined in good faith by the Board) will be made in the application of the
provisions of this Warrant with respect to the rights and interests of the
Holder after the transaction, to the end that the provisions of this Warrant
will be applicable after that event, as near as reasonably may be, in relation
to any shares or other property deliverable after that event upon exercise of
this Warrant.

         4.5 Conversion and Reclassification of Common Stock. In case all or any
portion of the authorized and outstanding shares of Common Stock of the Company
are redeemed or converted or reclassified into other securities or property
pursuant to the Company's Certificate of Incorporation or otherwise, or the
Common Stock otherwise ceases to exist, then, in such case, the Holder of this
Warrant, upon exercise hereof at any time after the date on which the Common
Stock is so redeemed or converted, reclassified or ceases to exist (the
"TERMINATION DATE"), will receive, in lieu of the Warrant Shares that would have
been issuable upon such exercise immediately prior to the Termination Date, the
securities or property that would have been received if this Warrant had been
exercised in full and the Common Stock received thereupon had been
simultaneously converted immediately prior to the Termination Date, all subject
to further adjustment as provided in this Warrant. Additionally, the Exercise
Price will be immediately adjusted to equal the quotient obtained by dividing
(x) the aggregate Exercise Price of the maximum number of Warrant Shares
issuable immediately prior to the Termination Date by (y) the number of Warrant
Shares for which this Warrant is exercisable immediately after the Termination
Date, all subject to further adjustment as provided herein. Notwithstanding the
foregoing, the conversion of Non-Voting Common Stock into shares of Voting
Common Stock in accordance with the terms of the Restated Certificate shall not
give rise to an adjustment of the Exercise Price or an adjustment of the number
of Warrant Shares issuable upon the exercise of this Warrant.

5. Certificate As To Adjustments. In each case of any adjustment in the Exercise
Price or number or Warrant Shares issuable upon exercise of this Warrant, an
officer of the Company will compute such adjustment in accordance with the terms
of this Warrant and prepare a certificate setting forth such adjustment and
showing in detail the facts upon which such adjustment is based, including a
statement of the adjusted Exercise Price. The Company will promptly send (by
facsimile and by either first class mail, postage prepaid or overnight delivery)
a copy of each such certificate to the Holder.

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6. Restrictions on Transfer.

         6.1 Transfer of Warrants.

                  (a) Restrictions on Transfer. Except with respect to transfers
to an Affiliate, the Holder will not sell or otherwise transfer this Warrant or
any part thereof without the prior written consent of the Company, which shall
not be unreasonably withheld; provided, however, that (i) if the Holder desires
to transfer all or any portion of the Warrant to a proposed transferee (other
than an Affiliate) who is, or upon exercise of the Warrant would become, a 5%
Holder, the Holder must notify the Company in writing of the proposed transfer
and furnish the Company with a detailed statement of the circumstances
surrounding the proposed disposition (including, without limitation, the
identity of and background information regarding any potential 5% Holder); and
(ii) that the consent of the Company may be withheld if, in the good faith
judgment of the Board, there is a substantial risk that a potential 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. This Warrant may be transferred and assigned by the Holder only on or
after the Effective Date and only if the Company shall have received an opinion
of the Holder's counsel, at Holder's expense, reasonably satisfactory to the
Company to the effect that the Warrants may be transferred without registration
or qualification under the Securities Act and other applicable state and federal
laws. Any transfers not made in compliance with this Section 6 shall be null and
void, and the Company shall not in any way give effect to such transfer.

                  (b) Transfer And Exchange. Subject to the provisions of
Section 6.1(a), this Warrant and all rights hereunder may be transferred to any
Person, in whole or in part, on the books of the Company, by the Registered
Holder hereof in person, or by duly authorized attorney, upon delivery of this
Warrant, properly endorsed, together with the form of assignment attached hereto
as Exhibit 2, properly completed and executed by the Registered Holder, and
payment of any necessary transfer tax or other governmental charge imposed upon
such transfer to the Company. Upon any permitted partial transfer, the Company
will issue and deliver to the Registered Holder a new Warrant or Warrants with
respect to the portion of this Warrant not so transferred in substantially the
same form as this Warrant. Each taker and holder of this Warrant, by taking or
holding the same, consents and agrees that when this Warrant will have been so
endorsed, the Person in possession of this Warrant may be treated by the Company
and all other Persons dealing with this Warrant, as the absolute owner hereof
for any purpose, as the Person entitled to exercise the rights represented
hereby, any notice to the contrary notwithstanding, and as the Registered
Holder; provided, however, that until a transfer of this Warrant is duly
registered on the books of the Company, the Company may treat the Registered
Holder hereof as the owner for all purposes.

         6.2 Restrictions on Transfer of Warrant Shares.

                  (a) Each Holder agrees not to make any disposition of all or
any portion of the Warrant Shares unless and until one of the conditions set
forth in clauses (i), (ii) and (iii) below has been satisfied. Any attempted
disposition not made in compliance with this Section 6.2 shall be null and void,
and the Company shall not in any way give effect to such disposition.

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                  (i) A registration statement under the Securities Act covering
such proposed disposition must then be in effect and such disposition must be
made in accordance with such registration statement;

                  (ii) Such disposition is effected in compliance with Rule 144;
provided, however, that the Holder shall deliver an opinion of counsel, at such
Holders expense and reasonably satisfactory to the Company, that such
disposition satisfies the requirements of Rule 144; or

                  (iii) (A) The Holder shall have (x) 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 and
(y) furnished the Company with an opinion of counsel, at such Holder's expense,
reasonably satisfactory to the Company, that such disposition will not require
registration of such shares under the Securities Act and (B) the transferee
shall have agreed in writing for the benefit of the Company to be bound by this
Section 6.2.

                  Notwithstanding the conditions contained in Section 6.2(a)(i)
and Section 6.2(a)(ii), no such registration statement or opinion of counsel
shall be necessary for a transfer by a Holder that is (A) to an Affiliate; (B)
to the Holder's family members or a trust for the benefit of an individual
Holder or such Holder's family members; or (C) intended as a bona fide gift made
by such Holder; provided that in each case, (x) the Holder shall provide written
notice to the Company of such transfer or gift and (y) the transferee shall have
agreed in writing for the benefit of the Company to be bound by this Section
6.2.

                  (b) The Holder agrees not to make any disposition of all or
any portion of such Holder's Warrant Shares (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 (other than an
Affiliate) who after such transfer would be a 5% Holder and who was not a 5%
Holder before such transfer, unless and until such Holder 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 may 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.

                  (c) Each certificate representing Warrant Shares shall (unless
otherwise permitted by the provisions of this Agreement) 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, AS AMENDED (THE "ACT"), AND
                  MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, PLEDGED,
                  OR

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                  HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN
                  THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER
                  OF THESE SECURITIES, SUCH OFFER, SALE, OR OTHER TRANSFER,
                  PLEDGE, OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT.

                  THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
                  CERTAIN RESTRICTIONS ON TRANSFER AND TO A LOCK-UP PERIOD OF UP
                  TO 180 DAYS AFTER THE EFFECTIVE DATE OF A REGISTRATION
                  STATEMENT OF THE COMPANY FILED UNDER THE ACT, AS SET FORTH IN
                  A WARRANT PURSUANT TO WHICH THESE SHARES WERE ORIGINALLY
                  ISSUED BY THE COMPANY, A COPY OF WHICH MAY BE OBTAINED AT THE
                  PRINCIPAL OFFICE OF THE COMPANY. SUCH RESTRICTIONS AND LOCK-UP
                  PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

                  (d) At the request of the Holder, the Company shall be
obligated to promptly re-issue certificates without the legends specified above
if the Holder shall have (i) obtained and delivered to the Company an opinion of
counsel at such Holder's expense (which counsel may be counsel to the Company)
reasonably satisfactory 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 (ii) delivered such securities to the Company or
its transfer agent.

                  (e) Any legend endorsed on a certificate 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.

7. Registration Rights.

         7.1 Piggyback Registration Rights.

                  (a) 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
holder or holders of Includable Securities ("OTHER STOCKHOLDERS"), other than a
registration relating solely to employee benefit plans or a registration
relating to a corporate reorganization or other transaction on Form S-4, then
the Company will:

                  (i) promptly give to the Holder written notice thereof at
least 20 days before filing any such registration statement; and

                  (ii) 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 Section 7.1(b), and in any underwriting
involved therein, all the Registrable Securities specified in a written request
or requests, made by the Holder and received by the Company within 20 days after
the written notice from the Company described in clause (i) above is delivered
by the Company. Such written request may specify all or a part of the Holder's
Registrable Securities.

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If the Holder decides not to include all of such Holder's Registrable Securities
in such registration statement, then such Holder 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.

                  (b) 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 Holder as a part of the written notice given pursuant to
Section 7.1(a)(i). In such event, the right of the Holder to registration
pursuant to this Section 7.1 shall be conditioned upon such Holder's
participation in such underwriting and the inclusion of such Holder's
Registrable Securities in the underwriting to the extent provided herein. All
Holders proposing to distribute their Registrable Securities through such
underwriting shall (together with the Company and the other holders 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 Section 7.1, if
the underwriters' representative advises the Company in good faith and in
writing (which notice the Company, in turn, shall promptly provide to all
Holders 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 holders of securities
requesting registration, and the number of shares of securities that are
entitled to be 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 as set forth in Section 7.10. If any Person 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 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 Holder to the nearest 100 shares.

                  If shares are excluded because a Person does not agree to the
terms of any such underwriting, then the Company shall offer to all Persons 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
persons requesting additional inclusion in accordance with Section 7.10.

                  (c) Right to Terminate Registration. The Company shall have
the right to terminate or withdraw any registration initiated by the Company
under this Section 7.1 before the effectiveness of such registration whether or
not the Holder has elected to include Registrable Securities in such
registration.

         7.2 Expenses of Registration. All Registration Expenses incurred in
connection with any registration, qualification, or compliance pursuant to
Section 7.1 shall be borne by the Company and all Registration Expenses incurred
in connection with any registration on Form S-

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<PAGE>   11
3 pursuant to Section 7.3 shall be borne by the Holders requesting registration.
All Selling Expenses relating to securities so registered shall be borne by the
Holders of such securities pro rata on the basis of the number of shares of
securities so registered on their behalf, as shall any other expenses in
connection with the registration required to be borne by the Holders of such
securities.

         7.3 Registration on Form S-3.

                  (a) The Company shall use its commercially reasonable efforts
to qualify for registration on Form S-3 or any comparable or successor form or
forms. After the Company has qualified for the use of Form S-3, in addition to
the rights contained in the foregoing provisions of this Section 7, the Company
shall effect one registration on Form S-3 if requested by the Holders of at
least a majority of the Registrable Securities (the "REQUESTING HOLDERS") (such
requests shall be in writing and shall state the number of shares to be disposed
of and the intended methods of disposition of such Includable Securities by the
holder thereof); provided, however, that the Company shall not be obligated to
effect any such registration (i) if the Holders, together with the Other
Stockholders, if any, propose to sell Registrable Securities and such Includable
Securities, if any, on Form S-3 at an aggregate price to the public of less than
$500,000; (ii) in any particular jurisdiction in which the Company would be
required to execute a general consent to service of process in effecting such
registration, unless the Company is already subject to service in such
jurisdiction and except as may be required by the Securities Act; 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. The Company shall use commercially
reasonable efforts to keep the Form S-3 registration statement filed pursuant to
this Section 7.3(a) for up to 180 days if requested by the Requesting Holders
(excepting blackout periods required by law or the Company's inside trading
policy.)

                  (b) If a request complying with the requirements of Section
7.3(a) is delivered to the Company, then the Company will,

                  (i) promptly give written notice of the proposed registration
to all other holders of Includable 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 any Includable Securities of any Person
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 Agreement, 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.

                                      -11-
<PAGE>   12
                  (c) If the registration is for an underwritten offering, then
the Company shall so advise the Holders as a part of the written notice given
pursuant to Section 7.3(b)(i). In such event, the right of any Holder, any Other
Stockholder or the Company to registration pursuant to this Section 7.3 shall be
conditioned upon such Person's participation in such underwriting and the
inclusion of such Person's securities in the underwriting to the extent provided
herein. All Holders, Other Stockholders and the Company proposing to distribute
their securities through such underwriting shall enter into an underwriting
agreement in customary form with the representative of the underwriter or
underwriters selected by the Requesting Holders.

                  Notwithstanding any other provision of this Section 7.3, if
the underwriters' representative advises the Requesting Holders in good faith
and in writing (which notice the Requesting Holders, in turn, shall promptly
provide to the Company 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 securities from, or
limit the number of securities to be included in, the registration and
underwriting. The Company shall so advise all holders of securities requesting
registration, and the number of shares of securities that are entitled to be
included in the registration and underwriting shall be allocated first, to the
Requesting Holders, second, to the Company for securities being sold for the
Company's own account and thereafter, as set forth in Section 7.10. If any
Person 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 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 Holder or Other Stockholder to the
nearest 100 shares.

                  If shares are excluded because a Person does not agree to the
terms of any such underwriting, then the Company shall offer to all Persons 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
Persons requesting additional inclusion in accordance with Section 7.10.

                  (d) The Requesting Holders shall have the right to terminate
or withdraw any registration initiated by them under this Section 7.3 before the
effectiveness of such registration whether or not the Company or any Other
Stockholder has elected to include securities in such registration; provided
that if the Requesting Holders shall pay for all Registration Expenses in
connection with such terminated or withdrawn registration, such registration
shall not count for purposes of this Section 7.3.

         7.4 Registration Procedures. In the case of each registration effected
by the Company pursuant to this Section 7, the Company will keep the Holder
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:

                  (a) keep such registration effective for a period of 60 days
(or, in the case of a registration on Form S-3, up to 180 days, if so requested
by the Requesting Holders pursuant to Section 7.3(a)) or until the Holder has
completed the distribution described in the registration statement relating
thereto, whichever occurs first;

                                      -12-
<PAGE>   13
                  (b) 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;

                  (c) furnish such number of prospectuses, including preliminary
prospectuses, and other documents incident thereto, including any amendment or
supplement to the prospectus, as a Holder from time to time may reasonably
request;

                  (d) 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 or eligible for quotation on
the OTCBB, as the case may be;

                  (e) 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 Holder; 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; and

                  (f) notify each Holder of 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.

         7.5 Indemnification.

                  (a) The Company will indemnify each Holder, each of its
officers, directors, partners, members, legal counsel, and accountants and each
person controlling such Holder within the meaning of Section 15 of the
Securities Act, with respect to any registration, qualification, or compliance
that has been effected pursuant to this Section 7, 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 (including any legal or other expenses
reasonably incurred in connection with investigating and defending or settling
any such claim, loss, damage, liability, or action), claims, losses, damages,
and liabilities (or actions, proceedings, or settlements in respect thereof) (a
"LOSS" or the "LOSSES") arising out of or based on any untrue statement (or
alleged untrue statement) of a material fact contained in any registration
statement, prospectus (including any preliminary prospectus), offering circular,
or other document incident to any such registration, qualification, or
compliance pursuant to this Section 7, 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; provided
that the Company will not be liable in any such case to the extent that any such
Loss arises out of or is based on any untrue statement or omission based upon
written information furnished to the Company by such Holder or underwriter and
stated to be specifically for use therein. The indemnity agreement contained in

                                      -13-
<PAGE>   14
this Section 7.5(a) shall not apply to amounts paid in settlement of any such
Loss if such settlement is effected without the consent of the Company (which
consent shall not be unreasonably withheld).

                  (b) Each Holder will, severally and not jointly, if
Registrable Securities held by such Holder are included in the securities as to
which registration, qualification, or compliance is being effected pursuant to
this Section 7, 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 registration statement, each person
who controls the Company or such underwriter within the meaning of Section 15 of
the Securities Act, each other Holder and Other Stockholders, and each of their
respective officers, directors, partners, members, legal counsel and accountants
and each person controlling such Holder or Other Stockholder, against all Losses
arising out of or based on any untrue statement (or alleged untrue statement) of
a material fact contained in any registration statement, prospectus (including
any preliminary prospectus), offering circular, or other document incident to
any such registration, qualification or compliance pursuant to this Section 7,
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, 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 (including any preliminary
prospectus), offering circular, or other document incident to any such
registration, qualification or compliance in reliance upon and in conformity
with written information furnished to the Company by such Holder and stated to
be specifically for use therein. The indemnity agreement contained in this
Section 7.5(b) shall not apply to amounts paid in settlement of any such Loss if
such settlement is effected without the consent of such Holder (which consent
shall not be unreasonably withheld) and in no event shall any indemnity under
this Section 7.5(b) exceed the gross proceeds from the offering received by such
Holder.

                  (c) Each Party entitled to indemnification under this Section
7.5 (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 defense of such claim or any
litigation resulting therefrom; provided that counsel for the Indemnifying
Party, who shall conduct the defense 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
defense 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 Section 3, to the
extent such failure is not materially prejudicial. No Indemnifying Party, in the
defense 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 of 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 defense of such claim and litigation resulting therefrom.

                                      -14-
<PAGE>   15
                  (d) If the indemnification provided for in this Section 7.5 is
held by a court of competent jurisdiction to be unavailable to an Indemnified
Party with respect to any Loss 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 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 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.

                  (e) Notwithstanding the foregoing, to the extent that the
provisions on indemnification and contribution contained in the underwriting
agreement entered into in connection with an underwritten public offering are in
conflict with the provisions of this Section 7.5, the provisions in the
underwriting agreement shall control.

         7.6 Information by Holder. Each Holder of Registrable Securities shall
furnish to the Company such information regarding such Holder and the
distribution proposed by such Holder 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 Section 7.

         7.7 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
Restricted Securities to the public without registration, the Company agrees to
use its commercially reasonable efforts to:

                  (a) 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 filed by the Company for an offering of the Company's
securities to the general public;

                  (b) 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

                  (c) so long as a Holder owns any Restricted Securities,
furnish to the Holder 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 Holder may
reasonably request in availing itself of any rule or regulation of the
Securities Act allowing such Holder to sell any such securities without
registration.

         7.8 Transfer or Assignment of Rights. The rights to cause the Company
to register securities granted to a Holder by the Company under this Section 7
may be transferred or

                                      -15-
<PAGE>   16
assigned by a Holder only to a transferee or assignee who, after such transfer,
holds at least 100,000 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 such Holder gives the Company
written notice at least 15 days prior to 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 the Company provides such Holder with written notice of its
approval of such transfer or assignment within 10 days of its receipt of such
notice; and, provided, further, that the transferee or assignee of such rights
assumes in writing the obligations of such Holder under this Section 7.

         7.9 Lock-Up Agreement. If requested by the Company and an underwriter
of securities of the Company in connection with an offering in which the Holder
participates as a selling stockholder, the Holder shall not sell or otherwise
transfer or dispose of any securities of the Company held by the Holder (other
than those included in the registration or in a transfer made pursuant to
Section 6.2 hereof) 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 restrictions are imposed on all other persons
holding securities of the Company that were acquired from the Company in
transactions not involving public offerings and in which such persons received
registration rights. The obligations described in this Section 7.9 shall not
apply to 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. The Company
may impose stop-transfer instructions and may stamp each such certificate with
the second legend set forth in Section 6.2(b) with respect to the shares of
securities subject to the foregoing restriction until the end of such 180-day
period. The Holder agrees to execute a market standoff agreement with such
underwriters in customary form consistent with the provisions of this Section
7.9. This Section 7.9 shall expire on the second anniversary of the Company's
first registered public offering.

         7.10 Allocation of Registration Opportunities. Except as otherwise
provided herein, if Holders exercise registration rights under this Section 7
and all of the Registrable Securities and Includable Securities requested to be
included in a registration on behalf of the Holders or Other Stockholders cannot
be so included as a result of limitations on the aggregate number of shares of
Registrable Securities and Includable Securities that may be so included, then
the number of shares of Registrable Securities that may be so included shall be
allocated among the Holders and Other Stockholders pro rata on the basis of the
number of shares of Registrable Securities and Includable Securities held by
such Holders and Other Stockholders; provided, however, that if any Holder or
Other Stockholder does not request inclusion of at least the number of shares of
Registrable Securities allocated to such Holder or Other Stockholder pursuant to
the foregoing procedure, then the remaining portion of such Holder's or Other
Stockholder's allocation shall be reallocated among the Requesting Holders or
Other Stockholders whose allocations did not satisfy their requests pro rata on
the basis of the number of shares of Registrable Securities and Includable
Securities held by such Holders and Other Stockholders, and this procedure shall
be repeated until all of the shares of Registrable Securities that may be
included in the registration on behalf of the Holders and Other Stockholders
have been so allocated. The Company shall not limit the number of Registrable
Securities to be included in a registration pursuant to this Agreement in order
to include Other Shares or shares held by stockholders with no registration

                                      -16-
<PAGE>   17
rights or to include shares of stock held by other employees, officers,
directors, or consultants pursuant to any Company stock option plan or
otherwise.

         7.11 Delay of Registration. No Holder 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 Section 7.

         7.12 Termination of Registration Rights. The right of any Holder to
request registration or inclusion in any registration pursuant to Section 7.1
shall terminate one year after the Expiration Date.

8. Loss Or Mutilation. Upon receipt of evidence reasonably satisfactory to the
Company of the ownership of and the loss, theft, destruction or mutilation of
this Warrant, and of indemnity reasonably satisfactory to it, and (in the case
of mutilation) upon surrender and cancellation of this Warrant, the Company will
execute and deliver in lieu thereof a new Warrant of like tenor as the lost,
stolen, destroyed or mutilated Warrant.

9. Reservation Of Common Stock. The Company hereby covenants that at all times
there will be reserved for issuance and delivery upon exercise of this Warrant
such number of shares of Voting Common Stock or other shares of capital stock of
the Company as are from time to time issuable upon exercise of this Warrant and,
from time to time, will take all steps necessary to amend the Restated
Certificate to provide sufficient reserves of shares of Voting Common Stock
issuable upon exercise of this Warrant. All such shares will be duly authorized,
and when issued upon such exercise, will be validly issued, fully paid and
non-assessable, free and clear of all liens, security interests, charges and
other encumbrances or restrictions on sale and free and clear of all preemptive
rights, except encumbrances or restrictions arising hereunder or under federal
or state securities laws. Issuance of this Warrant will constitute full
authority to the Company's officers who are charged with the duty of executing
stock certificates to execute and issue the necessary certificates for the
Warrant Shares.

10. Representations, Warranties and Covenants of the Holder. The Holder
represents, warrants and covenants as follows:

                  (a) Accredited Investor; Purchase for Own Account. The Holder
is an "accredited investor", as such term is defined in Section 501(a) of
Regulation D of the Rules and Regulations promulgated under the Securities Act.
The Holder is purchasing this Warrant solely for its own account and not for the
interest of any other or for resale or distribution to others.

                  (b) Private Offering. The Holder understands that (i) this
Warrant and the Warrant Shares have not been registered under the Securities
Act, or the securities laws of any state or other jurisdiction in reliance upon
exemptions from such registration requirements for non-public offerings and (ii)
this Warrant and the Warrant Shares may not be sold, pledged or otherwise
transferred unless they have been first registered under the Securities Act and
all applicable state securities laws, or unless exemptions from such
registration provisions are available with respect to said resale or transfer.

                  (c) Transfer Restrictions. The Holder will not attempt to
sell, pledge or otherwise transfer this Warrant and the Warrant Shares except in
accordance with the terms hereof.

                                      -17-
<PAGE>   18
                  (d) Investor Status. The Holder was not organized or
reorganized for the purpose of purchasing this Warrant or the Warrant Shares and
is authorized, empowered and qualified to execute this Warrant and to make the
commitment as herein contemplated. The Holder represents that it has made an
investment decision with respect to this Warrant and the Warrant Shares
independent of any investment decision made by any other person or entity
purchasing shares of Preferred Stock or Common Stock of the Company.

                  (e) Availability of Information and Opportunity to Ask
Questions. The Holder acknowledges that all documents, records and books
pertaining to the investment in the Company and requested by the Holder have
been made available or delivered to the Holder. The Holder has had an
opportunity to ask questions of and receive answers from the Company, or a
person or persons acting on behalf of the Company, concerning the terms and
conditions of the offering and the business (both current and proposed) of the
Company. The Holder acknowledges that all such questions, if any, have been
answered to the full satisfaction of the Holder.

                  (f) Certain Risks. The Holder is aware of and acknowledges the
following: (i) that the purchase of this Warrant and the Warrant Shares is a
speculative investment that involves a high degree of risk of loss by the Holder
of its entire investment in the Company; (ii) that there are substantial
restrictions on the transferability of this Warrant and the Warrant Shares,
there will be no public market for this Warrant or the Warrant Shares (until
registered under the Securities Act in accordance with the terms hereof) and the
Holder may be required to bear the financial risks of this investment for an
indefinite period of time; (iii) that no federal or state agency has made any
finding or determination regarding the fairness of this offering for investment,
or any recommendation or endorsement of this Warrant and the Warrant Shares; and
(iv) that neither the officers, directors, agents, affiliates or employees of
the Company, nor any other person, has expressly or by implication, made any
representation or warranty concerning the Company.

11. No Rights Or Liabilities As Stockholders. This Warrant will not entitle the
Holder to any voting rights or other rights as a stockholder of the Company. In
the absence of affirmative action by such Holder to purchase the Voting Common
Stock by exercise of this Warrant, no provisions of this Warrant, and no
enumeration herein of the rights or privileges of the Holder hereof will cause
such Holder hereof to be a stockholder of the Company for any purpose.

12. Notices. All notices and other communications required or permitted
hereunder shall be in writing and shall be mailed by registered or certified
mail, postage prepaid, sent by facsimile, or otherwise delivered by hand or by
messenger addressed:

                  (a) if to the Holder, then to such Holder's address or
facsimile number, as set forth on the signature page hereof or as shown in the
Company's records, as may be updated in accordance with the provisions hereof;

                  (b) if to any other holder of any Warrant Shares, then to such
address or facsimile number, as shown in the Company's records, or, until any
such holder so furnishes an address or facsimile number to the Company, then to
and at the address of the last holder of such Warrant Shares for which the
Company has contact information in its records; or

                                      -18-
<PAGE>   19
                  (c) if to the Company, then one copy to the Company's address
or facsimile number set forth on the signature page hereof and addressed to the
attention of the President, or at such other address or facsimile number as the
Company shall have furnished to the Holder, with a copy (which shall not
constitute notice) to such counsel as the Company may designate by written
notice to the Holder in accordance with the provisions of this Section 12.

                  With respect to any notice given by the Company under any
provision of the Maryland General Corporation Law or the Restated Certificate or
By-laws of the Company, the Holder agrees that such notice may be given by
facsimile.

                  Each such notice or other communication shall for all purposes
of this Agreement be treated as effective or having been given when delivered if
delivered personally, or, if sent by mail, at the earlier of its receipt or 72
hours after such communication has been deposited in a regularly maintained
receptacle for the deposit of the United States mail, addressed and mailed as
set forth above or, if sent by facsimile, upon confirmation of facsimile
transfer.

13. Headings. The headings in this Warrant are for purposes of convenience in
reference only, and will not be deemed to constitute a part hereof.

14. Law Governing. This Warrant will be construed and enforced in accordance
with, and governed by, the internal laws of the State of New York, without
regard to its conflict of laws rules.

15. No Impairment. The Company will not, by amendment of the Restated Articles
or its By-laws, or through reorganization, consolidation, merger, dissolution,
issue or sale of securities, sale of assets or any other voluntary action, avoid
or seek to avoid the observance or performance of any of the terms of this
Warrant, but will at all times in good faith assist in the carrying out of all
such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Registered Holder of this
Warrant against impairment. Without limiting the generality of the foregoing,
the Company (a) will not increase the par value of the Warrant Shares above the
amount payable therefore upon such exercise, and (b) will take all such action
as may be necessary or appropriate in order that the Company may validly and
legally issue fully paid and non-assessable shares of Voting Common Stock upon
exercise of this Warrant.

16. Notices Of Record Date. In case:

                  (a) the Company will take a record of the holders of its
Common Stock (or other stock or securities at the time receivable upon the
exercise of this Warrant), for the purpose of entitling them to receive any
dividend or other distribution, or any right to subscribe for or purchase any
shares of stock of any class or any other securities or to receive any other
right; or

                  (b) of any consolidation or merger of the Company with or into
another Person, any capital reorganization of the Company, any reclassification
of the capital stock of the Company, or any conveyance of all or substantially
all of the assets of the Company to another Person in which holders of the
Company's stock are to receive stock, securities or property of another Person;

                                      -19-
<PAGE>   20
                  (c) of any voluntary dissolution, liquidation or winding-up of
the Company; or

                  (d) of any redemption or conversion of all outstanding Common
Stock;

then, and in each such case, the Company will mail or cause to be mailed to the
Registered Holder of this Warrant a notice specifying, as the case may be, (i)
the date on which a record is to be taken for the purpose of such dividend,
distribution, or right or (ii) the date on which such reorganization,
reclassification, consolidation, merger, conveyance, dissolution, liquidation,
winding-up, redemption, or conversion is to take place and the time, if any is
to be fixed, as of which the holders of record of Common Stock or (such stock or
securities as at the time are receivable upon the exercise of this Warrant),
will be entitled to exchange their shares of Common Stock (or such other stock
or securities), for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation, or winding-up. Such notice will be delivered at least
fifteen (15) days prior to the date therein specified.

17. Severability. If any term, provision, covenant or restriction of this
Warrant is held by a court of competent jurisdiction to be invalid, void, or
unenforceable, the remainder of the terms, provisions, covenants, and
restrictions of this Agreement will remain in full force and effect and will in
no way be affected, impaired, or invalidated.

18. Counterparts. For the convenience of the parties, any number of counterparts
of this Warrant may be executed by facsimile by the parties hereto and each such
executed counterpart will be, and will be deemed to be, an original instrument.

19. No Inconsistent Agreements. The Company will not on or after the date of
this Warrant enter into any agreement with respect to its securities that is
inconsistent with the rights granted to the Holders of this Warrant or otherwise
conflicts with the provisions hereof. The rights granted to the Holders
hereunder do not in any way conflict with and are not inconsistent with the
rights granted to holders of the Company's securities under any other
agreements, except rights that have been waived.

                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

                                      -20-
<PAGE>   21
                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date herein above first written.



                                  THE COMPANY:

                                  LIFE SCIENCES RESEARCH, INC.

                                  By:  /s/ WALTER STAPFER
                                       ---------------------------------------
                                       Walter Stapfer
                                       President



                                  Address for Notices:

                                  PMB #251
                                  211 East Lombard Street
                                  Baltimore, MD 21202-6102
                                  Attention: President
                                  Facsimile: (410) 659-6864



                                  HOLDER:

                                  STEPHENS GROUP, INC.

                                  By:  /s/ DAVID A. KNIGHT
                                       ---------------------------------------
                                       Name:  David A. Knight
                                       Title: VP and General Counsel



                                  Address for Notices:

                                  111 Center Street
                                  Little Rock, AR 72201
                                  Attention: President
                                  Facsimile:





                           [SIGNATURE PAGE TO WARRANT]


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