<PAGE>
                               FACILITY AGREEMENT               Exhibit 10.27

                                       BY

                         THE ROYAL BANK OF SCOTLAND PLC
                              AS ARRANGER AND AGENT

                                       AND

                          INVERESK RESEARCH GROUP, INC.


              TERM AND MULTICURRENCY REVOLVING FACILITIES AGREEMENT
                          US $50,000,000 TERM FACILITY
                 US $25,000,000 MULTICURRENCY REVOLVING FACILITY


                             [MCGRIGOR DONALD LOGO]

                                Princes Exchange
                               1 Earl Grey Street
                                    EDINBURGH
                                     EH3 9AQ
                            Telephone: 0131 777 7000
                            Facsimile: 0131 777 7003
                         E-Mail: enquiries@mcgrigors.com
                       Web Site: http://www.mcgrigors.com
                                    305629_6
<PAGE>
                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
CLAUSE  HEADING                                                         PAGE NO.
<S>     <C>                                                             <C>
1       DEFINITIONS AND INTERPRETATION..................................   1
1.1     Definitions.....................................................   1
1.2     Construction....................................................  17
1.3     Third Party Rights..............................................  18

2       THE FACILITIES..................................................  18
2.1     Lenders' rights and obligations.................................  18

3       PURPOSE.........................................................  19
3.1     Purpose.........................................................  19
3.2     Monitoring......................................................  19

4       CONDITIONS OF UTILISATION.......................................  19
4.1     Initial conditions precedent....................................  19
4.2     Further conditions precedent....................................  19
4.3     Conditions relating to Optional Currencies under Facility B.....  20
4.4     Maximum number of Loans.........................................  20

5       UTILISATION.....................................................  21
5.1     Delivery of a Utilisation Request...............................  21
5.2     Completion of a Utilisation Request.............................  21
5.3     Currency and amount.............................................  21
5.4     Lenders' participation..........................................  21
5.5     Other Utilisation of Facility B.................................  22

6       OPTIONAL CURRENCIES.............................................  23
6.1     Selection of currency...........................................  23
6.2     Unavailability of a currency....................................  23
6.3     Agent's calculations............................................  23

7       REPAYMENT.......................................................  24
7.1     Repayment of Facility A.........................................  24
7.2     Repayment of Facility B Loans...................................  24

8       PREPAYMENT AND CANCELLATION.....................................  25
8.1     Illegality......................................................  25
8.2     Right of repayment and cancellation in relation to a
          single Lender.................................................  25
8.3     Voluntary cancellation..........................................  25
8.4     Voluntary prepayment of Facility A Loans........................  25
8.5     Voluntary Prepayment of Facility B Loans........................  26
8.6     Restrictions....................................................  26

9       INTEREST........................................................  27
9.1     Calculation of interest.........................................  27
9.2     Payment of interest.............................................  27
9.3     Default interest................................................  27
9.4     Notification of rates of interest...............................  27

10      INTEREST PERIODS................................................  27
10.1    Selection of Interest Periods...................................  27
10.2    Non-Business Days...............................................  28
</TABLE>


                                       (i)
<PAGE>
<TABLE>
<CAPTION>
CLAUSE  HEADING                                                         PAGE NO.
<S>     <C>                                                             <C>
10.3    Consolidation and division of Facility A Loans..................  28

11      CHANGES TO THE CALCULATION OF INTEREST..........................  29
11.1    Absence of quotations...........................................  29
11.2    Market disruption...............................................  29
11.3    Alternative basis of interest or funding........................  29
11.4    Break Costs.....................................................  30

12      FEES............................................................  30
12.1    Commitment fee..................................................  30
12.2    Arrangement fee.................................................  30
12.3    Agency fee......................................................  30

13      TAX GROSS UP AND INDEMNITIES....................................  30
13.1    Definitions.....................................................  30
13.2    Tax gross-up....................................................  31
13.3    Tax indemnity...................................................  32
13.4    Tax Credit......................................................  32
13.5    Stamp taxes.....................................................  33
13.6    Value added tax.................................................  33

14      INCREASED COSTS.................................................  33
14.1    Increased costs.................................................  33
14.2    Increased cost claims...........................................  33
14.3    Exceptions......................................................  34

15      OTHER INDEMNITIES...............................................  34
15.1    Currency indemnity..............................................  34
15.2    Other indemnities...............................................  34
15.3    Indemnity to the Agent..........................................  35

16      MITIGATION BY THE LENDERS.......................................  35
16.1    Mitigation......................................................  35
16.2    Limitation of liability.........................................  35

17      COSTS AND EXPENSES..............................................  35
17.1    Transaction expenses............................................  35
17.2    Amendment costs.................................................  36
17.3    Enforcement costs...............................................  36

18      GUARANTEE.......................................................  36
18.1    Guarantee and indemnity.........................................  36
18.2    Continuing guarantee............................................  36
18.3    Reinstatement...................................................  37
18.4    Waiver of defences..............................................  37
18.5    Immediate recourse..............................................  37
18.6    Appropriations..................................................  37
18.7    Deferral of Guarantors' rights..................................  38
18.8    Additional security.............................................  38

19      REPRESENTATIONS.................................................  38
19.1    Status..........................................................  38
</TABLE>


                                      (ii)
<PAGE>
<TABLE>
<CAPTION>
CLAUSE  HEADING                                                         PAGE NO.
<S>     <C>                                                             <C>
19.2    Binding obligations.............................................  38
19.3    Non-conflict with other obligations.............................  38
19.4    Power and authority.............................................  39
19.5    Validity and admissibility in evidence..........................  39
19.6    Governing law and enforcement...................................  39
19.7    Deduction of Tax................................................  39
19.8    No filing or stamp taxes........................................  39
19.9    No default......................................................  40
19.10   No Security.....................................................  40
19.11   Corporate Structure.............................................  40
19.12   No Borrowings...................................................  40
19.13   Reports.........................................................  40
19.14   Taxes...........................................................  40
19.15   Intellectual Property Rights....................................  40
19.16   Environmental...................................................  40
19.17   ERISA...........................................................  41
19.18   Licences........................................................  42
19.19   Financial statements............................................  42
19.20   Pari passu ranking..............................................  42
19.21   No proceedings pending or threatened............................  42
19.22   Margin Stock....................................................  42
19.23   Solvency........................................................  42
19.24   Repetition......................................................  43
19.25   Listing.........................................................  43

20      INFORMATION UNDERTAKINGS........................................  43
20.1    Financial Information...........................................  44
20.2    Financial Statements............................................  44
20.3    Investigation...................................................  44

21      FINANCIAL COVENANTS.............................................  45
21.1    Covenants.......................................................  45

22      GENERAL UNDERTAKINGS............................................  52
22.1    Positive Undertakings...........................................  52
22.2    Negative Undertakings...........................................  55

23      EVENTS OF DEFAULT...............................................  57
23.1    Non-payment.....................................................  57
23.2    Certain Obligations.............................................  57
23.3    Other Obligations...............................................  57
23.4    Misrepresentation...............................................  57
23.5    Cross default...................................................  58
23.6    Inability to pay debts..........................................  58
23.7    Legal Process...................................................  58
23.8    Insolvency Proceedings..........................................  58
23.9    Administration..................................................  59
23.10   Repossession of goods...........................................  59
23.11   Analogous proceedings...........................................  59
23.12   De-Listing......................................................  59
23.13   Litigation......................................................  59
23.14   Subsidiaries....................................................  59
</TABLE>


                                     (iii)
<PAGE>
<TABLE>
<CAPTION>
CLAUSE  HEADING                                                         PAGE NO.
<S>     <C>                                                             <C>
23.15   Invalidity......................................................  59
23.16   Change in nature of business....................................  59
23.17   Government Action...............................................  60
23.18   Licences........................................................  60
23.19   Qualified Accounts..............................................  60
23.20   ERISA Termination Event.........................................  60
23.21   Material Adverse Effect.........................................  60
23.22   Acceleration....................................................  60

24      CHANGES TO THE LENDERS..........................................  61
24.1    Assignments and transfers by the Lenders........................  61
24.2    Conditions of assignment or transfer............................  61
24.3    Assignment or transfer fee......................................  62
24.4    Limitation of responsibility of Existing Lenders................  62
24.5    Procedure for transfer..........................................  63
24.6    Disclosure of information.......................................  63
24.7    Syndication.....................................................  63
24.8    Costs of Syndication............................................  64

25      ChANGES TO THE OBLIGORS.........................................  64
25.1    Assignments and transfer by Obligors............................  64
25.2    Additional Borrowers............................................  64
25.3    Resignation of a Borrower.......................................  65
25.4    Additional Guarantors...........................................  65
25.5    Repetition of Representations...................................  66
25.6    Resignation of a Guarantor......................................  66

26      ROLE OF THE AGENT THE SECURITY TRUSTEE AND THE ARRANGER.........  66
26.1    Appointment of the Agent........................................  66
26.2    Duties of the Agent.............................................  66
26.3    Role of the Arranger............................................  66
26.4    No fiduciary duties.............................................  66
26.5    Business with the Group.........................................  67
26.6    Rights and discretions of the Agent.............................  67
26.7    Majority Lenders' instructions..................................  67
26.8    Responsibility for documentation................................  68
26.9    Exclusion of liability..........................................  68
26.10   Lenders' indemnity to the Agent.................................  68
26.11   Resignation of the Agent........................................  69
26.12   Confidentiality.................................................  69
26.13   Relationship with the Lenders...................................  69
26.14   Credit appraisal by the Lenders.................................  70
26.15   Lenders' tax status confirmation................................  70
26.16   Reference Banks.................................................  71
26.17   Appointment of the Security Trustee.............................  71

27      CONDUCT OF BUSINESS BY THE FINANCE PARTIES......................  71

28      SHARING AMONG THE LENDERS.......................................  71
28.1    Payments to Lenders.............................................  71
28.2    Redistribution of payments......................................  72
</TABLE>


                                      (iv)
<PAGE>
<TABLE>
<CAPTION>
CLAUSE  HEADING                                                         PAGE NO.
<S>     <C>                                                             <C>
28.3    Recovering Lender's rights......................................  72
28.4    Reversal of redistribution......................................  72
28.5    Exceptions......................................................  72

29      PAYMENT MECHANICS...............................................  73
29.1    Payments to the Agent...........................................  73
29.2    Distributions by the Agent......................................  73
29.3    Distributions to an Obligor.....................................  73
29.4    Clawback........................................................  73
29.5    Partial payments................................................  73
29.6    No set-off by Obligors..........................................  74
29.7    Business Days...................................................  74
29.8    Currency of account.............................................  74
29.9    Change of currency..............................................  75

30      SET-OFF.........................................................  75

31      NOTICES.........................................................  75
31.1    Communications in writing.......................................  75
31.2    Addresses.......................................................  75
31.3    Delivery........................................................  76
31.4    Notification of address, fax number and telex number............  77
31.5    English language................................................  77

32      CALCULATIONS AND CERTIFICATES...................................  77
32.1    Accounts........................................................  77
32.2    Certificates and Determinations.................................  77
32.3    Day count convention............................................  77

33      PARTIAL INVALIDITY..............................................  78

34      REMEDIES AND WAIVERS............................................  78

35      AMENDMENTS AND WAIVERS..........................................  78
35.1    Required consents...............................................  78
35.2    Exceptions......................................................  78

36      COUNTERPARTS....................................................  79
37      GOVERNING LAW...................................................  79

38      ENFORCEMENT.....................................................  79
38.1    Jurisdiction of English courts..................................  79
38.2    Service of process..............................................  79
</TABLE>


SCHEDULES

SIGNATORIES

<TABLE>
<S>                                                                          <C>
Schedule 1 Part 1 ....................................The Original Parties    80
Schedule 1 Part II ...................................The Original Lenders    81
Schedule 2 Part I ....................................Conditions Precedent    82
</TABLE>


                                      (v)
<PAGE>
<TABLE>
<S>                                                                          <C>
Schedule 2 Part II ...................................Conditions Precedent    85
Schedule 3 Part I ................................................Requests    87
Schedule 3 Part II ...............................................Requests    88
Schedule 5 Part I ...........................Form of Transfer Certificates    92
Schedule 5 Part II........................................................    94
Schedule 6 Form of Accession Letter.......................................    99
Schedule 7 Form of Resignation Letter.....................................   100
Schedule 8 Form of Compliance Certificate.................................   101
Schedule 9 Dormant Companies..............................................   102
Schedule 10 Confidentiality Letter........................................   103
Schedule 11 Timetables....................................................   107
Schedule 12 Post IPO Group Structure......................................   109
Schedule 13 Material Companies............................................   110
</TABLE>


                                      (vi)
<PAGE>
THIS AGREEMENT is dated June 25, 2002 and made between:

(1)      INVERESK RESEARCH GROUP, INC. (the "COMPANY");

(2)      THE SUBSIDIARIES of the Company listed in Part I of Schedule 1 as
         original guarantors (together with the Company the "ORIGINAL
         GUARANTORS");

(3)      THE ROYAL BANK OF SCOTLAND PLC (the "ARRANGER");

(4)      THE ROYAL BANK OF SCOTLAND PLC as Security Trustee for the Lenders (the
         "SECURITY TRUSTEE");

(5)      THE ROYAL BANK OF SCOTLAND PLC as counterparty to the Hedging Agreement
         (the "HEDGING COUNTERPARTY");

(6)      THE FINANCIAL INSTITUTIONS listed in Part II of Schedule 1 as lenders
         (the "ORIGINAL LENDERS"); and

(7)      THE ROYAL BANK OF SCOTLAND PLC as agent of the Lenders (the "AGENT").


IT IS AGREED as follows:

1        DEFINITIONS AND INTERPRETATION

1.1      DEFINITIONS

         In this Agreement:

         "ACCESSION LETTER" means a document substantially in the form set out
         in Schedule 6 (Form of Accession Letter);

         "ADDITIONAL BORROWER" means a company which becomes an Additional
         Borrower in accordance with Clause 25 (Changes to the Obligors);

         "ADDITIONAL GUARANTOR" means a company which becomes an Additional
         Guarantor in accordance with Clause 25 (Changes to the Obligors);

         "ADDITIONAL OBLIGOR" means an Additional Borrower or an Additional
         Guarantor;

         "AFFILIATE" means, in relation to any person, a Subsidiary of that
         person or a Holding Company of that person or any other Subsidiary of
         that Holding Company;

         "AGENT'S SPOT RATE OF EXCHANGE" means the Agent's spot rate of exchange
         for the purchase of the relevant currency with the Base Currency in the
         London foreign exchange market at or about 11:00 a.m. on a particular
         day;

         "APPROPRIATE ACCOUNTING PRINCIPLES" means the accounting principles,
         policies, standards, practices and bases stated in the Original
         Financial Statements;


                                       1
<PAGE>
         "APPROVED FINANCIER" means any institution providing banking
         arrangements not involving Financial Indebtedness to certain Group
         Companies previously notified in writing by the Company to the Agent.

         "ARTICLES" means the by-laws and certificate of incorporation of the
         Company as they may be amended from time to time;

         "AUDITORS" means in relation to each Group Company Arthur Andersen,
         chartered accountants, of 20 Saltire Court, Edinburgh EH1 2DB or, as
         the case may be, such other reputable firm of chartered or certified
         public accountants of international repute as shall have been appointed
         as auditors of the relative member of the Group and notified to the
         Agent;

         "AUTHORISATION" means an authorisation, consent, approval, resolution,
         licence, exemption, filing or registration;

         "AVAILABILITY PERIOD" means:

         (a)      in relation to Facility A, the period from and including the
                  date of this Agreement to and including 30 August 2002; and

         (b)      in relation to Facility B, the period from the date of this
                  Agreement to but not including the third anniversary thereof;


         "AVAILABLE COMMITMENT" means, in relation to a Facility, a Lender's
         Commitment under that Facility minus:

         (a)      in the case of Facility A

                  (i)      the amount of its participation in any outstanding
                           Loans under that Facility; and

                  (ii)     in relation to any proposed Utilisation, the amount
                           of its participation in any Loans that are due to be
                           made under that Facility on or before the proposed
                           Utilisation Date;

         (b)      in the case of Facility B

                  (i)      the Base Currency Amount of its participation in any
                           outstanding Loans under that Facility; and

                  (ii)     in relation to any proposed Utilisation, the Base
                           Currency Amount of its participation in any Loans
                           that are due to be made under that Facility on or
                           before the proposed Utilisation Date, other than that
                           Lender's participation in any Facility B Loans that
                           are due to be repaid or prepaid on or before the
                           proposed Utilisation Date;


                                       2
<PAGE>
         "AVAILABLE FACILITY" means, in relation to a Facility, the aggregate
         for the time being of each Lender's Available Commitment in respect of
         that Facility;

         "BASE CURRENCY" means in respect of Facility B dollars;

         "BASE CURRENCY AMOUNT" means, in relation to a Loan under Facility B,
         the amount specified in the Utilisation Request delivered by a Borrower
         for that Loan (or, if the amount requested is not denominated in the
         Base Currency, that amount converted into the Base Currency at the
         Agent's Spot Rate of Exchange on the date which is three Business Days
         before the Utilisation Date or, if later, on the date the Agent
         receives the Utilisation Request) adjusted to reflect any repayment,
         prepayment, consolidation or division of the Loan;

         "BORROWER" means an Original Borrower or an Additional Borrower unless
         it has ceased to be a Borrower in accordance with Clause 25 (Changes to
         the Obligors);

         "BREAK COSTS" means the amount (if any) by which:

         (a)      the interest which a Lender should have received for the
                  period from the date of receipt of all or any part of its
                  participation in a Loan or Unpaid Sum to the last day of the
                  current Interest Period in respect of that Loan or Unpaid Sum,
                  had the principal amount or Unpaid Sum received been paid on
                  the last day of that Interest Period;

         exceeds:

         (b)      the amount which that Lender would be able to obtain by
                  placing an amount equal to the principal amount or Unpaid Sum
                  received by it on deposit with a leading bank in the Relevant
                  Interbank Market for a period starting on the Business Day
                  following receipt or recovery and ending on the last day of
                  the current Interest Period;

         "BUSINESS DAY" means a day (other than a Saturday or Sunday) on which
         banks are open for general business in London, New York: and

         (a)      (in relation to any date for payment or purchase of a currency
                  other than euro) the principal financial centre of the country
                  of that currency; or

         (b)      (in relation to any date for payment or purchase of euro) any
                  TARGET Day;

         "CANADIAN REPORT ON TITLE" means the updated report on title in respect
         of Clintrials BioResearches Limited' facility at 87 Senneville Road,
         Senneville, Quebec, H9X 3R3 to be prepared by Desjardins Ducharme Stein
         Monast;


                                       3
<PAGE>
         "CANDOVER LOANS" means the L71,771,590 unsecured subordinated Loan
         stock 2008 issued by Inveresk Research Group Limited pursuant to an
         instrument originally dated 20 September 1999 as amended;

         "COMMITMENT" means a Facility A Commitment or Facility B Commitment;

         "COMPLETION" means the commencement of trading on NASDAQ of the common
         stock of the Company;

         "COMPLIANCE CERTIFICATE" means a certificate substantially in the form
         set out in Schedule 8 (Form of Compliance Certificate);

         "CONFIDENTIALITY UNDERTAKING" means a confidentiality undertaking
         substantially in a recommended form of the LMA as set out in Schedule
         10 (LMA Form of Confidentiality Undertaking) or in any other form
         agreed between the Company and the Agent;

         "DEFAULT" means an Event of Default or any event or circumstance
         specified in Clause 23 (Events of Default) which would (with the expiry
         of a grace period, the giving of notice, the making of any
         determination under the Finance Documents or any combination of any of
         the foregoing) be an Event of Default;

         "DISTRIBUTION" means any Dividend or other distribution whether in cash
         or in specie which is declared or due and whether or not actually paid;

         "DORMANT COMPANIES" means any Group Company which has not traded or has
         ceased trading (all such companies as at the date of execution of this
         Agreement being listed in Schedule 9);

         "EMPLOYEE BENEFIT PLAN" means any employee benefit plan within the
         meaning of Section 3(3) of ERISA which is subject to ERISA and:

         (a)      is maintained by any Borrower or any ERISA Affiliate; or

         (b)      is a pension plan that has at any time within the preceding
                  six years been maintained for the employees of any Borrower or
                  any current or former ERISA Affiliate (but only if maintained
                  at the time such entity was an ERISA Affiliate);

         "ENVIRONMENT" means all or any gases, airs, vapours, liquids, land
         (including building and any other structures, enclosures or erections
         in, on or under it and any rock or soil and anything below the surface
         of it), flora, fauna, wetlands, land covered with water and water
         (including sea, ground and surface water) and all other nature
         resources of any kind;

         "ENVIRONMENTAL LAW" means all or any laws, statutes, treaties,
         regulations, directives, ordinances, rules publicly available codes of
         practice, circulars, guidance and notices having legal or judicial
         import or effect whether of a criminal, civil or administrative nature
         and the rules of common law concerning:

         (a)      pollution or contamination of the Environment;

         (b)      harm, whether actual or potential, to mankind and human sense,
                  living organisms and ecological systems;


                                       4
<PAGE>
         (c)      the generation, manufacture, processing, distribution, use
                  (including abuse), treatment, storage, disposal, transport or
                  handling of Dangerous Substances; and

         (d)      the emission, leakage, release or discharge into the
                  Environment of noise, vibration, dusts, fumes, gas, odours,
                  smoke, steam effluvia, heat, light, radiation (of any kind),
                  infection, electricity or any Dangerous Substance and any
                  matter or thing capable of constituting a nuisance or an
                  actionable wrong of any kind in respect of such matters;

         for these purposes "DANGEROUS SUBSTANCE" means any radioactive
         emissions and any natural or artificial substance (whether in solid or
         liquid form or in the form of a gas or vapour and whether alone or in
         combination with any other substance) capable of causing harm to man or
         any other living organism or damaging the Environment or public health
         or welfare, including (without limitation) any controlled, special,
         hazardous, toxic, radioactive or dangerous waste;

         "ERISA" means the Employee Retirement Income Security Act of 1974 (of
         the United States of America), and the rules and regulations
         thereunder, each as amended, supplemented or otherwise modified;

         "ERISA AFFILIATE" means any person who together with any Borrower or
         Group Company is treated as a single employer within the meaning of
         Section 414(b), (c), (m) or (o) of the Code or Section 4001(b) of
         ERISA;

         "EVENT OF DEFAULT" means any event or circumstance specified as such in
         Clause 23;

         "EXISTING INVERESK FACILITIES" means those facilities made available to
         Inveresk Research Group Limited and others pursuant to a Facilities
         Agreement dated 26 February 2001 as amended;

         "EVENT OF DEFAULT" means any event or circumstance specified as such in
         Clause 23 (Events of Default);

         "FACILITY" means Facility A or Facility B;

         "FACILITY A" means the term loan facility made available under this
         Agreement as described in Clause 2 (The Facilities);

         "FACILITY A COMMITMENT" means:

         (a)      in relation to an Original Lender, the amount set opposite its
                  name under the heading "FACILITY A COMMITMENT" in Part II of
                  Schedule 1 (The Original Parties) and the amount of any other
                  Facility A Commitment transferred to it under this Agreement;
                  and

         (b)      in relation to any other Lender, the amount of any Facility A
                  Commitment transferred to it under this Agreement,

         to the extent not cancelled, reduced or transferred by it under this
         Agreement;

         "FACILITY A FINAL REPAYMENT DATE" means the Business Day immediately
         prior to the fifth anniversary of the date of first drawdown of
         Facility A;

         "FACILITY A LENDER" means a Lender having a Facility A Commitment;


                                       5
<PAGE>
         "FACILITY A LOAN" means a loan made or to be made under Facility A or
         the principal amount outstanding for the time being of that loan;

         "FACILITY B" means the revolving loan facility made available under
         this Agreement as described in Clause 2 (The Facilities);

         "FACILITY B COMMITMENT" means:

         (a)      in relation to an Original Lender, the amount in the Base
                  Currency set opposite its name under the heading "FACILITY B
                  COMMITMENT" in Part II of Schedule 1 (The Original Parties)
                  and the amount of any other Facility B Commitment transferred
                  to it under this Agreement; and

         (b)      in relation to any other Lender, the amount in the Base
                  Currency of any Facility B Commitment transferred to it under
                  this Agreement,

         to the extent not cancelled, reduced or transferred by it under this
         Agreement;

         "FACILITY B FINAL REPAYMENT DATE" means the Business Day immediately
         prior to the third anniversary of the date of this Agreement;

         "FACILITY B LENDER" means a Lender having a Facility B Commitment;

         "FACILITY B LOAN" means a loan made or to be made under Facility B or
         the principal amount outstanding for the time being of that loan;

         "FACILITY B OUTSTANDINGS" means, at any time, the aggregate of:

         (a)      all amounts outstanding in respect of Facility B Loans;

         (b)      the guaranteed amount of any bank guarantee issued by the
                  Other Utilisation Bank; and

         (c)      in relation to any other facilities or financial accommodation
                  provided under Facility B, such other amounts as the Other
                  Utilisation Bank determines in accordance with normal practice
                  of the Other Utilisation Bank fairly represents the aggregate
                  exposure of the Other Utilisation Bank in respect of that
                  facility or accommodation;

         "FACILITY OFFICE" means the office or offices notified by a Lender to
         the Agent in writing on or before the date it becomes a Lender (or,
         following that date, by not less than five Business Days' written
         notice) as the office or offices through which it will perform its
         obligations under this Agreement;

         "FEE LETTER" means any letter or letters dated on or about the date of
         this Agreement between the Arranger and the Company (or the Agent and
         the Company) setting out any of the fees referred to in Clause 12
         (Fees);

         "FINANCE DOCUMENT" means this Agreement, any Fee Letter, any Accession
         Letter, each Security Document, any Hedging Agreement and any other
         document designated as such by the Agent and the Company;


                                       6
<PAGE>
         "FINANCE LEASE" means any lease, hire agreement, credit sale agreement,
         purchase agreement, conditional sale agreement or instalment sale and
         purchase agreement which should be treated in accordance with
         Applicable Accounting Principles as a finance or capital lease or in
         the same way as a finance or capital lease;

         "FINANCE PARTY" means the Agent, the Arranger, the Security Trustee or
         a Lender;

         "FINANCIAL INDEBTEDNESS" means any indebtedness for or in respect of:

         (a)      moneys borrowed;

         (b)      any amount raised by acceptance under any acceptance credit
                  facility;

         (c)      any amount raised pursuant to any note purchase facility or
                  the issue of bonds, notes, debentures, loan stock or any
                  similar instrument;

         (d)      the amount of any liability in respect of any lease or hire
                  purchase contract which would, in accordance with GAAP, be
                  treated as a finance or capital lease;

         (e)      receivables sold or discounted (other than any receivables to
                  the extent they are sold on a non-recourse basis);

         (f)      any amount raised under any other transaction (including any
                  forward sale or purchase agreement) having the commercial
                  effect of a borrowing;

         (g)      any derivative transaction entered into in connection with
                  protection against or benefit from fluctuation in any rate or
                  price (and, when calculating the value of any derivative
                  transaction, only the marked to market value shall be taken
                  into account);

         (h)      any counter-indemnity obligation in respect of a guarantee,
                  indemnity, bond, standby or documentary letter of credit or
                  any other instrument issued by a bank or financial
                  institution; and

         (i)      the amount of any liability in respect of any guarantee or
                  indemnity for any of the items referred to in paragraphs (a)
                  to (h) above;

         "FULL GROUP SECURITY" means (to the extent Legally Possible in respect
         of security created or to be created after the date of this Agreement)
         in respect of an Obligor a guarantee in favour of each Finance Party as
         it or the Agent may require (in each case in form and substance
         satisfactory to the Security Trustee, acting reasonably) from the
         relevant Obligor in respect of the obligations of each Obligor to the
         Finance Parties under the Finance Documents, security documentation
         constituting such fixed and/or floating security interests in respect
         of the relevant Obligor's assets as the Agent or the Security Trustee
         may reasonably require and such other supporting documents as the Agent
         or the Security Trustee may reasonably require;


                                       7
<PAGE>
         "GAAP" means in relation to a company incorporated in any jurisdiction
         generally accepted accounting policies in the relevant jurisdiction;

         "GROUP" means the Company and its Subsidiaries for the time being and
         "GROUP COMPANY" or "member of the Group" means any one of them (and,
         for the avoidance of any doubt, no company shall be a member of the
         Group until it becomes a Subsidiary of a member of the Group);

         "GUARANTOR" means an Original Guarantor or an Additional Guarantor,
         unless it has ceased to be a Guarantor in accordance with Clause 25
         (Changes to the Obligors);

         "HEDGING AGREEMENTS" means any agreements entered into for the purpose
         of managing or hedging currency and/or interest rate obligations
         pursuant to Clause 22.1.3(l);

         "HOLDING COMPANY" means, in relation to a company or corporation, any
         other company or corporation in respect of which it is a Subsidiary;

         "INSOLVENCY EVENT" means any of the events specified in any of Clauses
         23.6 to 23.11 (inclusive);

         "INSURANCE REPORT" means a letter from the Company's Insurance broker
         detailing all insurances taken out by the Group;

         "INTELLECTUAL PROPERTY RIGHTS" means all know-how, patents, patent
         applications, trade marks, community trade marks, service marks, trade
         names, brand names, business names, registered designs, copyright and
         all other industrial and intellectual property rights and any interests
         (including by way of licence) in any of the foregoing (in each case
         whether registered or not and including all applications for the same);

         "INTEREST PERIOD" means, in relation to a Loan, each period determined
         in accordance with Clause 10 (Interest Periods) and, in relation to an
         Unpaid Sum, each period determined in accordance with Clause 9.3
         (Default interest);

         "IPO" means the initial public offering of common stock of the Company
         as referred to in the prospectus dated on or around 28 June 2002;

         "LEGALLY POSSIBLE" means to the extent permitted by applicable law on
         the assumption that all possible steps have been taken by the relevant
         Group Company to remove any legal impediment including without
         limitation the obtaining of consents, waivers or following requisite
         procedures;


                                       8
<PAGE>
         "LENDER" means:

         (a)      any Original Lender; and

         (b)      any bank or financial institution which has become a Party in
                  accordance with Clause 24 (Changes to the Lenders),

         which in each case has not ceased to be a Party in accordance with the
         terms of this Agreement;

         "LIBOR" means in relation to any Loan:

         (a)      the applicable Screen Rate; or

         (b)      (if no Screen Rate is available for the currency or period of
                  that Loan) the arithmetic mean of the rates (rounded upwards
                  to four decimal places) as supplied to the Agent at its
                  request quoted by the Reference Banks to leading banks in the
                  London interbank market,

         as of the Specified Time on the Quotation Day for the offering of
         deposits in the currency of that Loan and for a period comparable to
         the Interest Period for that Loan;

         "LOAN" means a Facility A Loan or a Facility B Loan;

         "LMA" means the Loan Market Association;

         "MAJORITY LENDERS" means:

         (a)      in respect of Facility A:

                  (iii)    if there are no Facility A Loans then outstanding, a
                           Facility A Lender or Lenders whose Facility A
                           Commitments aggregate more than 66 2/3% of the Total
                           Facility A Commitments (or, if the Total Facility A
                           Commitments have been reduced to zero, aggregated
                           more than 66 2/3% of the Total Facility A Commitments
                           immediately prior to the reduction); or

                  (iv)     at any other time, a Facility A Lender or Lenders
                           whose participations in the Facility A Loans then
                           outstanding aggregate more than 66 2/3% of all the
                           Facility A Loans then outstanding;

         (b)      in respect of Facility B:

                  (i)      if there are no Facility B Loans then outstanding, a
                           Facility B Lender or Lenders whose Facility B
                           Commitments aggregate more than 66 2/3% of the Total
                           Facility B Commitments (or, if the Total Facility B
                           Commitments have been reduced to zero, aggregated
                           more than 66 2/3% of the Total Facility B Commitments
                           immediately prior to the reduction); or

                  (ii)     at any other time, a Facility B Lender or Lenders
                           whose participations in the Facility B Loans then
                           outstanding aggregate more than 66 2/3% of all the
                           Facility B Loans then outstanding;


                                       9
<PAGE>
         "MANAGEMENT ACCOUNTING PERIOD" means each period of one quarter ending
         on 31 March, 30 June, 30 September and 31 December in each year;

         "MANAGEMENT ACCOUNTS" means:

         (a)      the management accounts for the Group for each Management
                  Accounting Period in the agreed form which shall include a
                  profit and loss account for the Management Accounting Period
                  and the financial year to date;

         (b)      a balance sheet as at the last day of the relevant Management
                  Accounting Period; and

         (c)      a cash flow for the Management Accounting Period and financial
                  year to date.

         "MANDATORY COST" means the percentage rate per annum calculated by the
         Agent in accordance with Schedule 4 (Mandatory Cost formulae);

         "MARGIN" means in respect of Facility A one and one quarter per cent
         (1.25%) per annum and in respect of Facility B one and one quarter per
         cent (1.25%) per annum;

         "MATERIAL ADVERSE EFFECT" means an event or matter:

         (a)      having, or reasonably likely to have a material adverse effect
                  on the financial condition, assets, or revenues of the Group
                  taken as a whole; or

         (b)      having a material adverse effect on the ability of the Company
                  or any Group Company either to perform in a timely manner all
                  or any of its payment obligations under any of the Finance
                  Documents or to comply with the terms of Clause 21 (Financial
                  Covenants); or

         (c)      (where the context so admits) resulting in all or any of the
                  Security Documents not providing the Security Trustee (on
                  behalf of the Lenders) with effective enforceable security
                  over the assets expressed to be charged by the relevant
                  Security Document or Security Documents to an extent
                  reasonably considered to be material by the Majority Lenders;

         "MATERIAL COMPANY" means a member of the Group which is trading and has
         net assets (ignoring intra group assets and liabilities) in excess of
         L750,000 (all the companies listed in Schedule 13 being the Material
         Companies as at the date of execution of this Agreement);

         "MONTH" means a period starting on one day in a calendar month and
         ending on the numerically corresponding day in the next calendar month,
         except that:

         (a)      (subject to paragraph (c) below) if the numerically
                  corresponding day is not a Business Day, that period shall end
                  on the next Business Day in that calendar month in which that
                  period is to end if there is one, or if there is not, on the
                  immediately preceding Business Day;

         (b)      if there is no numerically corresponding day in the calendar
                  month in which that period is to end, that period shall end on
                  the last Business Day in that calendar month; and

         (c)      if an Interest Period begins on the last Business Day of a
                  calendar month, that Interest Period shall end on the last
                  Business Day in the calendar month in which that Interest
                  Period is to end.


                                       10
<PAGE>
         The above rules will only apply to the last Month of any period;

         "MULTIEMPLOYER PLAN" means a "MULTIEMPLOYER PLAN" as defined in Section
         4001(a)(3) of ERISA to which any Borrower, any Group Company or any
         ERISA Affiliate is making, or is accruing an obligation to make,
         contributions within the preceding six years;

         "OBLIGOR" means a Borrower or a Guarantor;

         "OPTIONAL CURRENCY" means a currency (other than the Base Currency)
         which complies with the conditions set out in Clause 4.3 (Conditions
         relating to Optional Currencies);

         "ORIGINAL FINANCIAL STATEMENTS" means:

         (a)      in relation to the Company, the audited consolidated financial
                  statements of the Group for the financial year ended 30
                  December 2001; and

         (b)      in relation to each Original Obligor other than the Company,
                  its audited financial statements, if any, for its financial
                  year ended on or around 30 December 2001;

         "ORIGINAL OBLIGOR" means an Original Borrower or an Original Guarantor;

         "OTHER UTILISATION" means a Utilisation of Facility B to which the
         provisions of Clause 5.5 shall also apply;

         "OTHER UTILISATION BANK" means The Royal Bank of Scotland plc;

         "PARTICIPATING MEMBER STATE" means any member state of the European
         Communities that adopts or has adopted the euro as its lawful currency
         in accordance with legislation of the European Union relating to
         European Monetary Union;

         "PARTY" means a party to this Agreement and includes its successors in
         title, permitted assigns and permitted transferees;

         "PBGC" means the Pension Benefit Guaranty Corporation or any successor
         agency;

         "PENSION PLAN" means any Employee Benefit Plan, other than a
         Multiemployer Plan, which is subject to the provisions of Title IV or
         ERISA or Section 412 of the Code and which:

         (a)      is maintained for employers of any Borrower, Group Company or
                  ERISA Affiliate; or

         (b)      has at any time within the preceding six years been maintained
                  for the employees of any Borrower, Group Company or current or
                  former ERISA Affiliate;


                                       11
<PAGE>
         "PERMITTED DISPOSAL" means in respect of assets other than heritable,
         real or leasehold property:

         (a)      any sale or disposal of assets which is a sale or disposal in
                  the ordinary course of trading activities and for market-value
                  on an arms-length basis for consideration payable in cash on
                  normal commercial terms;

         (b)      any sale or disposal of assets which are obsolete or
                  redundant;

         (c)      a sale or disposal to an Obligor or a disposal by a Group
                  Company which is not an Obligor to another Group Company which
                  is an Obligor provided the transferee has granted Full Group
                  Security;

         (d)      any sale or disposal of assets where the proceeds are used to
                  acquire replacement assets within 120 days of such sale or
                  disposal;

         (e)      any disposal on arm's length terms where the aggregate value
                  of the assets the subject of the disposal by Group Companies
                  in any 12 month period other than in accordance with
                  paragraphs (a) to (d) above in any financial year does not
                  exceed $500,000 (based on the higher of book value or
                  consideration);

         Provided in each case that any monies thereby received by the member of
         the Group making the sale or disposition are credited to an account
         with the Agent or an Approved Financier and in the case of paragraph
         (d) such monies shall only be withdrawn for the purpose of funding the
         relevant replacement assets;


         "PERMITTED FINANCIAL INDEBTEDNESS" means Financial Indebtedness:

         (a)      of the Group from time to time under this Agreement;

         (b)      arising between Material Companies where each has granted Full
                  Group Security;

         (c)      arising between Material Companies which have granted Full
                  Group Security and other Group Companies not being Material
                  Companies:

                  (i)      in existence as at the date of this Agreement, to the
                           extent previously notified or disclosed to the Agent;
                           and

                  (ii)     up to $1,000,000 per annum granted after the date
                           hereof,

         provided that in aggregate the maximum such Financial Indebtedness
         under (i) and (ii) above shall not exceed $2,500,000 in respect of all
         such non-Material Group Companies taken together nor $500,000 in
         respect of any individual non-Material Group Companies;

         (d)      arising under Hedging Agreements entered into by any Group
                  Company;

         (e)      under any lease or hire purchase contract which would in
                  accordance with GAAP be treated as a Finance Lease in terms of
                  which assets with an aggregate outstanding capital value not
                  exceeding US$5,000,000 (or such greater amount as the Agent
                  may from time to time agree) are hired or leased;

         (f)      unsecured and full subordinated debt the terms of which and
                  the subordination thereof have previously been approved in
                  writing by the Agent acting reasonably;


                                       12
<PAGE>
         (g)      the loan of 335,400 Canadian dollars made by the Canadian
                  government to Clintrials Bio-Research Limited provided the
                  same is repaid by 30 August 2003;

         (h)      approved in writing by the Agent;

         "PERMITTED SECURITY INTEREST" means:

         (a)      rights of retention of title and liens which are implied by
                  law or custom of trade or are incorporated in the standard
                  terms of contract of another contracting party and which arise
                  in any such case in the ordinary course of trade of any Group
                  Company;

         (b)      any liens and rights of set off arising by operation of law in
                  the ordinary course of trading of any Group Company;

         (c)      any Security which is expressly permitted by the terms of
                  Security Documents or which the Agent has at any time in
                  writing agreed shall be a Permitted Security Interest;

         (d)      any Security created under the Finance Documents;

         (e)      any Security created by any court order in favour of the
                  plaintiff or the defendant in any action as security for costs
                  or expenses provided the relevant Group Company is pursuing or
                  defending such action in the bona fide interests of that Group
                  Company and provided further that such action is not an Event
                  of Default or Default;

         (f)      any Security other than otherwise permitted under this
                  Agreement securing Financial Indebtedness in an aggregate
                  principal amount not exceeding $500,000;

         (g)      any Security over credit balances and bank accounts of members
                  of the Group with an Approved Financier created in order to
                  facilitate the operation of such bank accounts;

         (h)      liens in respect of tax liabilities being disputed in good
                  faith and on the basis of professional advice which
                  liabilities have nevertheless been fully provided for in the
                  most recent financial statements provided to the Agent;

         (i)      any Security in respect of acquired assets or companies such
                  security in aggregate in amount not exceeding $250,000
                  provided the same are discharged as soon as practicable and in
                  any event no later than 6 months after the date of
                  acquisition;

         "PROPERTY" means Elphinstone Research Centre, Tranent, East Lothian;
         The Origo Centre, Riccarton, Midlothian; and 46 Millar Crescent,
         Edinburgh;


                                       13
<PAGE>
           "QUOTATION DAY" means, in relation to any period for which an
           interest rate is to be determined:

           (a)        (if the currency is sterling) the first day of that
                      period;


           (b)        (if the currency is euro) two TARGET Days before the first
                      day of that period; or


           (c)        (for any other currency) two Business Days before the
                      first day of that period,


           unless market practice differs in the Relevant Interbank Market for a
           currency, in which case the Quotation Day for that currency will be
           determined by the Agent in accordance with market practice in the
           Relevant Interbank Market (and if quotations would normally be given
           by leading banks in the Relevant Interbank Market on more than one
           day, the Quotation Day will be the last of those days);

           "REFERENCE BANKS" means, in relation to LIBOR and Mandatory Cost, the
           principal London offices of The Royal Bank of Scotland plc and such
           other banks as may be appointed by the Agent in consultation with the
           Company;

           "RELEVANT INTERBANK MARKET" means the London interbank market;


           "REPEATING REPRESENTATIONS" means each of the representations given
           pursuant to Clause 19 save for those in Clauses 19.1(a), 19.13,
           19.14, 19.17, 19.19, 19.21, 19.22 and 19.23;

           "REPORTS" means the Insurance Report and Canadian Report on Title;


           "RESERVATIONS" means the principle that equitable remedies are
           remedies which may be granted or refused at the discretion of the
           court and damages may be regarded as an adequate remedy, the
           limitation of enforcement by laws relating to bankruptcy, insolvency,
           liquidation, reorganisation, court schemes, moratoria, administration
           and other laws generally affecting the rights of creditors, the
           time-barring of claims under the Limitation Acts (and similar
           legislation), the possibility that an undertaking to assume liability
           for or to indemnify a person against non-payment of stamp duty may be
           void, the fact that a court may refuse to give effect to a purported
           contractual obligation to pay costs imposed upon another party in
           respect of the costs of any unsuccessful litigation brought against
           that party or may not award by way of costs all of the expenditure
           incurred by a successful litigant in proceedings brought before that
           court, or that a court may stay proceedings if concurrent proceedings
           based on the same grounds and between the same parties have
           previously been brought before another court, that a court may not
           give effect to the provisions of Clause 33 (or any similar provision
           in another Finance Document) and that interest at a default rate on
           overdue amounts may be a penalty and not recoverable;

           "RESIGNATION LETTER" means a letter substantially in the form set out
           in Schedule 7 (Form of Resignation Letter);


           "ROLLOVER LOAN" means one or more Facility B Loans:

           (a)        made or to be made on the same day that a maturing
                      Facility B Loan is due to be repaid;


           (b)        the aggregate amount of which is equal to or less than the
                      maturing Facility B Loan;


                                       14
<PAGE>
           (c)        in the same currency as the maturing Facility B Loan
                      (unless it arose as a result of the operation of Clause
                      6.2 (Unavailability of a currency)); and


           (d)        made or to be made to the same Borrower for the purpose of
                      refinancing a maturing Facility B Loan;


           "SCREEN RATE" means in relation to LIBOR, the British Bankers
           Association Interest Settlement Rate for the relevant currency and
           period and displayed on the appropriate page of the Telerate screen.
           If the agreed page is replaced or service ceases to be available, the
           Agent may specify another page or service displaying the appropriate
           rate after consultation with the Company and the Lenders;

           "SECURITY" means a mortgage, charge, pledge, lien or other security
           interest securing any obligation of any person or any other agreement
           or arrangement having a similar effect;

           "SECURITY DOCUMENTS" means the Security Documents to be granted by
           each Obligor to the Security Trustee and listed in Schedule 2 and all
           other documents from time to time creating, evidencing or granting
           Security in favour of the Finance Parties (or any of them) and
           granted by the Obligor as security for the obligations of the
           Obligors to the Lenders from time to time under any of the Finance
           Documents and "Security Document" shall be construed accordingly;

           "SECURITY TRUSTEE" means The Royal Bank of Scotland plc in its
           capacity as security trustee of the Security Documents under and in
           terms of Clause 26.17 and its successors and assigns in that
           capacity;

           "SPECIFIED PURPOSE" means in respect of any particular Facility, the
           purpose of such Facility as specified in Clause 3;

           "SELECTION NOTICE" means a notice substantially in the form set out
           in Part II of Schedule 3 (Requests) given in accordance with Clause
           10 (Interest Periods) in relation to Facility A;

           "SPECIFIED TIME" means a time determined in accordance with Schedule
           11 (Timetables);


           "SUBSIDIARY" means in respect of any company or corporation, any
           company or corporation:

           (a)        which is controlled directly or indirectly, by the
                      first-mentioned company or corporation; or


           (b)        more than half the issued share capital (or equivalent) of
                      which is beneficially owned, directly or indirectly, by
                      the first-mentioned company or corporation; or


           (c)        which is a subsidiary of another subsidiary of the
                      first-mentioned company or corporation;


           and for these purposes, a company or corporation shall be treated as
           being controlled by another if that other company or corporation is
           able to direct its affairs and/or to control the composition of its
           board of directors or equivalent body;

           "TARGET" means Trans-European Automated Real-time Gross Settlement
           Express Transfer payment system;


           "TARGET DAY" means any day on which TARGET is open for the settlement
           of payments in euro;


                                       15
<PAGE>
           "TAX" means any tax, levy, impost, duty or other charge or
           withholding of a similar nature (including any penalty or interest
           payable in connection with any failure to pay or any delay in paying
           any of the same);

           "TAXES ACT" means the Income and Corporation Taxes Act 1988;


           "TERMINATION EVENT" means:


           (a)        a "REPORTABLE EVENT" described in Section 4043 of ERISA
                      with respect to a Pension Plan for which the PBGC has not
                      waived the notice requirement; or


           (b)       the withdrawal of any Borrower, Group Company or any ERISA
                     Affiliate from a Pension Plan during a plan year in which
                     it was a "SUBSTANTIAL EMPLOYER" as defined in Section
                     4001(a)(2) of ERISA; or

           (c)       the termination of a Pension Plan, the filing of a notice
                     of intent to terminate a Pension Plan or the treatment of a
                     Pension Plan amendment as a termination under Section 4041
                     of ERISA; or

           (d)        the institution of proceedings to terminate, or the
                      appointment of a trustee with respect to, any Pension Plan
                      by the PBGC; or


           (e)       any other event or condition which would constitute grounds
                     under Section 4042(a) of ERISA for the termination of, or
                     the appointment of a trustee to administer, any Pension
                     Plan; or

           (f)        the partial or complete withdrawal of any Borrower, Group
                      Company or ERISA Affiliate from a Multiemployer Plan; or

           (g)        the imposition of a Lien pursuant to Section 412 of the
                      Code or Section 302 of ERISA; or


           (h)       except to the extent it would not have a Material Adverse
                     Effect, any event or condition which results in the
                     reorganisation or insolvency of a Multiemployer Plan under
                     Sections 4241 or 4245 or ERISA; or

           (i)       except to the extent it would not have a Material Adverse
                     Effect, any event or condition which results in the
                     termination of a Multiemployer Plan under Section 4041A of
                     ERISA or the institution by PBGC of proceedings to
                     terminate a Multiemployer Plan under Section 4042 of ERISA;

           "TOTAL COMMITMENTS" means the aggregate of the Total Facility A
           Commitments and the Total Facility B Commitments, being $75,000,000
           at the date of this Agreement;

           "TOTAL FACILITY A COMMITMENTS" means the aggregate of the Facility A
           Commitments, being $50,000,000 at the date of this Agreement;

           "TOTAL FACILITY B COMMITMENTS" means the aggregate of the Facility B
           Commitments, being $25,000,000 at the date of this Agreement;

           "TRANSFER CERTIFICATE" means a certificate substantially in one of
           the forms set out in Schedule 5 (Form of Transfer Certificates) or
           any other form agreed between the Agent and the Company.


                                       16
<PAGE>
           "TRANSFER DATE" means, in relation to a transfer, the later of:

           (a)        the proposed Transfer Date specified in the Transfer
                      Certificate; and


           (b)        the date on which the Agent executes the Transfer
                      Certificate;


           "UNPAID SUM" means any sum due and payable but unpaid by an Obligor
           under the Finance Documents;


           "UTILISATION" means a utilisation of a Facility;


           "UTILISATION DATE" means the date of a Utilisation, being the date on
           which the relevant Loan is to be made;


           "UTILISATION REQUEST" means a notice substantially in the form set
           out in Part I of Schedule 3 (Requests);


           "VAT" means value added tax as provided for in the Value Added Tax
           Act 1994 and any other tax of a similar nature;

1.2        CONSTRUCTION

           (a)       Any reference in this Agreement to:


                      (i)        "AGREED FORM" means in relation to a document
                                 the form agreed by the Company and the Agent
                                 and initialled by them or on their behalf for
                                 the purpose of identification on the date of
                                 this Agreement or if not then agreed, in form
                                 and substance acceptable to the Agent acting
                                 reasonably;

                      (ii)       "ASSETS" includes present and future
                                 properties, revenues and rights of every
                                 description;


                      (iii)      the "EUROPEAN INTERBANK MARKET" means the
                                 interbank market for euro operating in
                                 Participating Member States;


                      (iv)       a "FINANCE DOCUMENT" or any other agreement or
                                 instrument is a reference to that Finance
                                 Document or other agreement or instrument as
                                 amended or novated;


                      (v)        "INDEBTEDNESS" includes any obligation (whether
                                 incurred as principal or as surety) for the
                                 payment or repayment of money, whether present
                                 or future, actual or contingent;


                     (vi)       a "PERSON" includes any person, firm, company,
                                corporation, government, state or agency of a
                                state or any association, trust or partnership
                                (whether or not having separate legal
                                personality) or two or more of the foregoing;

                     (vii)      a "REGULATION" includes any regulation, rule,
                                official directive, request or guideline
                                (whether or not having the force of law) of any
                                governmental, intergovernmental or supranational
                                body, agency, department or regulatory,
                                self-regulatory or other authority or
                                organisation;


                                       17
<PAGE>
                      (viii)     "DOLLAR" and "$" means US dollar;


                      (ix)       a provision of law is a reference to that
                                 provision as amended or re-enacted; and

                      (x)        unless a contrary indication appears, a time of
                                 day is a reference to London time;


           (b)        Section, Clause and Schedule headings are for ease of
                      reference only;


           (c)       Unless a contrary indication appears, a term used in any
                     other Finance Document or in any notice given under or in
                     connection with any Finance Document has the same meaning
                     in that Finance Document or notice as in this Agreement;

           (d)       A Default (other than an Event of Default) is "CONTINUING"
                     if it has not been remedied or waived and an Event of
                     Default is "CONTINUING" if it has not been remedied or
                     waived.

1.3        THIRD PARTY RIGHTS

           A person who is not a party to this Agreement has no right under the
           Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the
           benefit of any term of this Agreement.

2          THE FACILITIES


           Subject to the terms of this Agreement, the Lenders make available to
           the Borrowers:

           (a)        a dollar term loan facility in an aggregate amount equal
                      to the Total Facility A Commitments; and

           (b)        a multicurrency revolving loan facility in an aggregate
                      amount equal to the Total Facility B Commitments.


2.1        LENDERS' RIGHTS AND OBLIGATIONS

           (a)       The obligations of each Lender under the Finance Documents
                     are several. Failure by a Lender to perform its obligations
                     under the Finance Documents does not affect the obligations
                     of any other Party under the Finance Documents. No Finance
                     Party is responsible for the obligations of any other
                     Finance Party under the Finance Documents.

           (b)       The rights of each Lender under or in connection with the
                     Finance Documents are separate and independent rights and
                     any debt arising under the Finance Documents to a Lender
                     from an Obligor shall be a separate and independent debt.

           (c)       A Finance Party may, except as otherwise stated in the
                     Finance Documents, separately enforce its rights under the
                     Finance Documents.


                                       18
<PAGE>
3          PURPOSE

3.1        PURPOSE

           (a)       Each Borrower shall apply all amounts borrowed by it under
                     Facility A towards the repayment of Existing Inveresk
                     Facilities, the repayment of the Candover Loans and the
                     payment of any fees and expenses incurred in connection
                     therewith or with the IPO and (upon satisfaction of those
                     amounts) for general corporate purposes;

           (b)       Each Borrower shall apply all amounts borrowed by it under
                     Facility B towards general working capital and general
                     corporate purposes.

3.2        MONITORING

           No Finance Party is bound to monitor or verify the application of any
           amount borrowed pursuant to this Agreement.

4          CONDITIONS OF UTILISATION

4.1        INITIAL CONDITIONS PRECEDENT

           (a)       No Borrower may deliver a Utilisation Request unless the
                     Agent has received all of the documents and other evidence
                     listed in Part I of Schedule 2 (Conditions precedent) in
                     form and substance satisfactory to the Agent. The Agent
                     shall notify the Company and the Lenders promptly upon
                     being so satisfied;

           (b)       The Lenders will only be obliged to comply with Clause 5.4
                     in respect of the first Utilisation Request hereunder with
                     effect from the date on which the Company:

                      (i)        provides the Agent with written evidence of the
                                 occurrence of Completion; and


                      (ii)       provides the Agent with evidence that the
                                 Candover Loans and the Existing Inveresk
                                 Facilities have been irrevocably repaid in
                                 full, or will be contemporaneously with the
                                 first drawdown hereunder.

4.2        FURTHER CONDITIONS PRECEDENT

           (a)       The Lenders will only be obliged to comply with Clause 5.4
                     (Lenders' participation) if on the date of the Utilisation
                     Request and on the proposed Utilisation Date:

                      (i)        in the case of a Rollover Loan, no Event of
                                 Default is continuing or would result from the
                                 proposed Loan and, in the case of any other
                                 Loan, no Default is continuing or would result
                                 from the proposed Loan; and

                      (ii)       the Repeating Representations to be made by
                                 each Obligor are true in all material respects;


                                       19
<PAGE>
           (b)       The Lenders will only be obliged to comply with Clause 6.3
                     (Change of currency) if, on the first day of an Interest
                     Period, no Default is continuing or would result from the
                     change of currency and the Repeating Representations to be
                     made by each Obligor are true in all material respects.

4.3        CONDITIONS RELATING TO OPTIONAL CURRENCIES UNDER FACILITY B


           (a)        A currency will constitute an Optional Currency in
                      relation to a Facility B Loan if:


                     (i)        It is readily available in the amount required
                                and freely convertible into the Base Currency in
                                the Relevant Interbank Market on the Quotation
                                Day and the Utilisation Date for that Facility B
                                Loan; and

                     (ii)       It is sterling, euros, Canadian dollars or has
                                been approved by the Agent (acting on the
                                instructions of all the Lenders) on or prior to
                                receipt by the Agent of the relevant Utilisation
                                Request or Selection Notice for that Loan;

           (b)       If the Agent has received a written request from the
                     Company for a currency to be approved under paragraph (a)
                     (ii) above, the Agent will confirm to the Company by the
                     Specified Time:

                      (i)        whether or not the Lenders have granted their
                                 approval; and


                      (ii)       if approval has been granted, the minimum
                                 amount (and, if required, integral multiples)
                                 for any subsequent Utilisation in that
                                 currency;


           (c)       If the euro constitutes an Optional Currency at any time, a
                     Loan will only be made available in euro unit.

4.4        MAXIMUM NUMBER OF LOANS

           (a)        Facility A shall be utilised initially by means of a
                      single Loan;


           (b)        A Borrower may not deliver a Utilisation Request if as a
                      result of the proposed Utilisation:


                      (i)        15 or more Facility B Loans would be
                                 outstanding; or


                      (ii)       4 or more Facility A Loans would be
                                 outstanding;


           (c)       a Borrower may not request that the Facility A Loan be
                     divided if, as a result of the proposed division 4 or more
                     Facility A Loans would be outstanding;

           Any Loan made by a single Lender under Clause 6.2 (Unavailability of
           a currency) shall not be taken into account in this Clause 4.4.


                                       20
<PAGE>
5          UTILISATION

5.1        DELIVERY OF A UTILISATION REQUEST

           A Borrower may utilise a Facility by delivery to the Agent of a duly
           completed Utilisation Request not later than the Specified Time.

5.2        COMPLETION OF A UTILISATION REQUEST

           (a)        Each Utilisation Request is irrevocable and will not be
                      regarded as having been duly completed unless:


                      (i)        it identifies the Facility to be utilised;


                      (ii)       the proposed Utilisation Date is a Business Day
                                 within the Availability period applicable to
                                 that Facility;


                      (iii)      the currency and amount of the Utilisation
                                 comply with Clause 5.3 (Currency and amount);
                                 and


                      (iv)       the proposed Interest Period complies with
                                 Clause 10 (Interest Periods).


           (b)       Only one Loan may be requested in each Utilisation Request.


5.3        CURRENCY AND AMOUNT

           (a)        The currency specified in a Utilisation Request must be
                      dollars in respect of Facility A and the Base Currency or
                      an Optional Currency in respect of Facility B;

           (b)        the amount of the proposed Loan in respect of Facility A
                      must be an amount which is not more than the Available
                      Facility and which is a minimum of $10,000,000 or, if
                      less, the Available Facility;

           (c)        the amount of the proposed Loan in respect of Facility B
                      must be:


                      (i)        if the currency selected is the Base Currency,
                                 a minimum of $500,000 or in either case, if
                                 less, the Available Facility; or


                      (ii)       if the currency selected is an Optional
                                 Currency, the minimum amount (or an integral
                                 multiple, if required) specified by the Agent
                                 pursuant to paragraph (b)(ii) of Clause 4.3
                                 (Conditions relating to Optional Currencies)
                                 or, if less, the Available Facility.

5.4        LENDERS' PARTICIPATION

           (a)       If the conditions set out in this Agreement have been met,
                     each Lender shall make its participation in each Loan
                     available through its Facility Office.

           (b)       The amount of each Lender's participation in each Loan will
                     be equal to the proportion borne by its Available
                     Commitment to the Available Facility immediately prior to
                     making the Loan.


                                       21
<PAGE>
           (c)        The Agent shall notify each Lender of the amount, (and in
                      respect of Facility B the currency and the Base Currency
                      Amount) of each Loan at the Specified Time.

5.5        OTHER UTILISATION OF FACILITY B

           (a)       Subject to the other terms of this Agreement the Other
                     Utilisation Bank agrees to make Facility B available to the
                     Borrower by way of the issue of bank guarantees or such
                     other facilities as the Facility B Lenders and the Borrower
                     may agree.

           (b)       No Utilisation of Facility B or Other Utilisation may be
                     made if the Facility B Outstandings would exceed the
                     Facility B Commitments.

           (c)       Each Other Utilisation may only be made subject to the
                     Borrower executing and delivering to the Other Utilisation
                     Bank such other further documentation, in form and
                     substance satisfactory to it, as it requires in accordance
                     with its normal practice for commercial borrowers and shall
                     be made on the customary rates and scales of the Other
                     Utilisation Bank as notified to the Borrower from time to
                     time;

           (d)


                      (i)        If the relevant Borrower fails to pay to the
                                 Other Utilisation Bank any amount due under
                                 this Agreement in respect of Facility B within
                                 two Business Days of its due date (the
                                 difference between the amount due and the
                                 amount paid being the "SHORTFALL") then,
                                 without limitation to all other rights and
                                 remedies of the Parties in respect thereof, the
                                 Other Utilisation Bank shall inform the Agent
                                 of such failure, specifying the amount and
                                 currency of the Shortfall whereupon the Agent
                                 shall issue a notification (a "SHORTFALL
                                 NOTIFICATION") to the Facility B Lenders
                                 stating the amount and currency of the
                                 Shortfall.


                      (ii)       Following the issue of a Shortfall Notification
                                 each Facility B Lender shall pay to the Agent
                                 for the account of the Other Utilisation Bank
                                 an amount equal to a proportion of the
                                 Shortfall equal to such Facility B Lender's
                                 Participation (as defined in Clause 5.5(e)
                                 below) in Facility B together with interest
                                 thereon from the due date referred to in
                                 paragraph (d) to the date of such payment to
                                 the Agent at the rate which is equal to the
                                 aggregate of:

                                 1)         the Margin; and


                                 2)         an amount equivalent to the cost of
                                            funds to the Other Utilisation Bank
                                            (as certified by the Other
                                            Utilisation Bank).


           Such payments shall be made on the next Business Day following the
           issuance of the Shortfall Notification and shall, subject to
           paragraph d(iii) below satisfy the amount due (including interest
           thereon) from the relevant Borrower in respect of which such
           Shortfall arose to the extent of such payments.

                     (i)        The relevant Borrower shall indemnify the
                                Facility B Lenders on demand against any amount
                                payable by them under this Clause and in respect
                                of such indemnity the protective provisions in
                                favour of the Security Trustee contained in any
                                guarantee granted to the Security Trustee by any
                                Group Company shall be deemed to apply mutatis
                                mutandis.


                                       22
<PAGE>
                      (ii)       For the avoidance of doubt, neither the Company
                                 nor the relevant Borrower shall be obliged to
                                 make any payment in respect of the same amount
                                 more than once.

           (e)        For the purposes of paragraphs (d) and (f) the
                      "PARTICIPATION" of a Facility B Lender at any time in
                      Facility B shall be the proportion of the Facility B equal
                      to the proportion borne by the Facility B Lenders'
                      Facility B Commitment to the Total Facility B Commitments
                      at such time.

           (f)        Upon receipt of the same the Other Utilisation Bank shall
                      pay to the Agent for the account of the Facility B Lenders
                      the Margin which it receives in respect of Other
                      Utilisations under Facility B.

           (g)        Each other Utilisation shall for the purposes of any
                      Security Document be deemed to be a Loan and secured
                      thereby.


6          OPTIONAL CURRENCIES

6.1        SELECTION OF CURRENCY

           A Borrower (or the Company on behalf of a Borrower) shall select the
           currency of a Facility B Loan in a Utilisation Request.

6.2        UNAVAILABILITY OF A CURRENCY

           If before the Specified Time on any Quotation Day:


           (a)        the Agent has received notice from a Lender that the
                      Optional Currency requested is not readily available to it
                      in the amount required; or


           (b)        a Lender notifies the Agent that compliance with its
                      obligation to participate in a Facility B Loan in the
                      proposed Optional Currency would contravene a law or
                      regulation applicable to it,

           the Agent will give notice to the relevant Borrower to that effect by
           the Specified Time on that day. In this event, any Lender that gives
           notice pursuant to this Clause 6.2 will be required to participate in
           the Facility B Loan in the Base Currency (in an amount equal to that
           Lender's proportion of the Base Currency Amount or, in respect of a
           Rollover Loan, an amount equal to that Lender's proportion of the
           Base Currency Amount of the maturing Facility B Loan that is due to
           be repaid) and its participation will be treated as a separate
           Facility B Loan denominated in the Base Currency during that Interest
           Period.

6.3        AGENT'S CALCULATIONS

           Each Lender's participation in a Facility B Loan will be determined
           in accordance with paragraph (b) of Clause 5.4 (Lenders'
           participation).


                                       23
<PAGE>
7          REPAYMENT

7.1        REPAYMENT OF FACILITY A

7.1.1      The Borrower shall repay Facility A by paying the Agent on each date
           set out under Column A below (each a "FACILITY A REPAYMENT DATE")
           that amount (each a "FACILITY A REPAYMENT INSTALMENT") equal to (A X
           B) where:

           A =    the aggregate amount of Facility A Loans as at the expiry of
                  the Availability Period; and


           B =    the percentage specified in Column B below corresponding to
                  the relevant Facility A Repayment Date;

                    Column A                              Column B

                    Facility A Repayment Dates            %

                    30 June 2004                          14.3

                    31 December 2004                      14.3

                    30 June 2005                          14.3

                    31 December 2005                      14.3

                    30 June 2006                          14.3

                    31 December 2006                      14.3

                    30 June 2007 (or if earlier the       14.2
                    Facility A Final Repayment Date)

7.1.2      Facility A shall be repaid in full by the Facility A Final Repayment
           Date.


7.1.3      No Borrower may re-borrow any part of Facility A which is repaid.


7.2        REPAYMENT OF FACILITY B LOANS

           (a)        Each Borrower which has drawn a Facility B Loan shall
                      repay that Loan on the last day of its Interest Period;


           (b)        All Facility B Loans shall be finally repaid and not
                      available for re-borrowing on the Facility B Final
                      Repayment Date.


                                       24
<PAGE>
8          PREPAYMENT AND CANCELLATION

8.1        ILLEGALITY

           If it becomes unlawful in any jurisdiction for a Lender to perform
           any of its obligations as contemplated by this Agreement or to fund
           its participation in any Loan:

           (a)        that Lender shall promptly notify the Agent upon becoming
                      aware of that event;


           (b)        upon the Agent notifying the Company, the Commitment of
                      that Lender will be immediately cancelled; and


           (c)        each Borrower shall repay that Lender's participation in
                      the Loans made to that Borrower on the last day of the
                      Interest Period for each Loan occurring after the Agent
                      has notified the Company or, if earlier, the date
                      specified by the Lender in the notice delivered to the
                      Agent (being no earlier than the last day of any
                      applicable grace period permitted by law).

8.2        RIGHT OF REPAYMENT AND CANCELLATION IN RELATION TO A SINGLE LENDER


           (a)       If:


                      (i)        any sum payable to any Lender by an Obligor is
                                 required to be increased under paragraph (c) of
                                 Clause 13.2 (Tax gross-up); or


                      (ii)       any Lender claims indemnification from the
                                 Company under Clause 13.3 (Tax indemnity) or
                                 Clause 14.1 (Increased costs);


           the Company may, whilst the circumstance giving rise to the
           requirement or indemnification continues, give the Agent notice of
           cancellation of the Commitment of that Lender and its intention to
           procure the repayment of that Lender's participation in the Loans.

           (b)       On receipt of a notice referred to in paragraph (a) above,
                     the Commitment of that Lender shall immediately be reduced
                     to zero.

           (c)       On the last day of each Interest Period which ends after
                     the Company has given notice under paragraph (a) above (or,
                     if earlier, the date specified by the Company in that
                     notice), each Borrower to which a Loan is outstanding shall
                     repay that Lender's participation in that Loan.

8.3        VOLUNTARY CANCELLATION

           The Company may, if it gives the Agent not less than 10 Business
           Days' (or such shorter period as the Majority Lenders may agree)
           prior notice, cancel the whole or any part (being a minimum amount of
           $2,500,000 of an Available Facility. Any cancellation under this
           Clause 8.3 shall reduce the Commitments of the Lenders rateably under
           that Facility.

8.4        VOLUNTARY PREPAYMENT OF FACILITY A LOANS

           (a)       The Company may, if it gives the Agent not less than 10
                     Business Days' (or such shorter period as the Majority
                     Lenders may agree) prior notice, prepay the whole or any
                     part of the Facility A Loan (but, if in part, being an
                     amount that reduces the Amount of the Facility A Loan by a
                     minimum amount of $1,000,000


                                       25
<PAGE>
           (b)       The Facility A Loan may only be prepaid after the last day
                     of the Availability Period (or, if earlier, the day on
                     which the applicable Available Facility is zero); and

           (c)       Any prepayment under this Clause 8.4 shall satisfy the
                     obligations under Clause 7.1 (Repayment of Facility A Loan)
                     pro rata.

8.5        VOLUNTARY PREPAYMENT OF FACILITY B LOANS

           The Borrower to which a Facility B Loan has been made may, if it
           gives the Agent not less than 10 Business Days' (or such shorter
           period as the Majority Lenders may agree) prior notice, prepay the
           whole or any part of a Facility B Loan (but if in part, being an
           amount that reduces the Base Currency Amount of the Facility B Loan
           by a minimum amount of $1,000,000).

8.6        RESTRICTIONS

           (a)        Any notice of cancellation or prepayment given by any
                      Party under this Clause 8 shall be irrevocable and, unless
                      a contrary indication appears in this Agreement, shall
                      specify the date or dates upon which the relevant
                      cancellation or prepayment is to be made and the amount of
                      that cancellation or prepayment.

           (b)        Any prepayment under this Agreement shall be made together
                      with accrued interest on the amount prepaid and, subject
                      to any Break Costs, without premium or penalty except as
                      stated in paragraph (c) below.

           (c)        Where any prepayment or cancellation of all or any part of
                      the Loans or the Facilities other than in the
                      circumstances contemplated in Clause 8.1 or 8.2 is made
                      pursuant to, in contemplation of or otherwise in
                      connection with a refinancing of the Facilities (or part
                      of them) by any bank or financial institution other than
                      the Lenders, the Company shall promptly on demand by the
                      Agent pay the Agent on account of the Lenders a prepayment
                      fee equal to one per cent (1%) of the amount prepaid or
                      cancelled on the Business Day immediately prior to such
                      prepayment or cancellation provided that the foregoing
                      prepayment fee shall not be payable if (first) the
                      refinancing is pursuant to a larger fundraising exercise
                      or transaction (whether or not involving the acquisition
                      of companies or businesses from third parties) which does
                      not have as one of its principal purposes the refinancing
                      of these Facilities and (second) the Lenders having been
                      timeously supplied with all relevant information and been
                      given an opportunity to conduct all reasonable due
                      diligence have declined to participate in such refinancing
                      on the same financial terms and very substantially the
                      same non-financial terms as those under which it proceeds.


           (d)        No Borrower may reborrow any part of Facility A which is
                      prepaid.


           (e)        Unless a contrary indication appears in this Agreement,
                      any part of Facility B which is prepaid may be reborrowed
                      in accordance with the terms of this Agreement.

           (f)        The Borrowers shall not repay or prepay all or any part of
                      the Loans or cancel all or any part of the Commitments
                      except at the times and in the manner expressly provided
                      for in this Agreement.

           (g)        No amount of the Total Commitments cancelled under this
                      Agreement may be subsequently reinstated.


                                       26
<PAGE>
           (h)       If the Agent receives a notice under this Clause 8 it shall
                     promptly forward a copy of that notice to either the
                     Company or the affected Lender, as appropriate.

9          INTEREST

9.1        CALCULATION OF INTEREST

           The rate of interest on each Loan for each Interest Period is the
           percentage rate per annum which is the aggregate of the applicable:

           (a)       Margin;


           (b)       LIBOR; and


           (c)       Mandatory Cost, if any.


9.2        PAYMENT OF INTEREST

           The Borrower to which a Loan has been made shall pay accrued interest
           on that Loan on the last day of each Interest Period (and, if the
           Interest Period is longer than six Months, on the dates falling at
           six monthly intervals after the first day of the Interest Period).

9.3        DEFAULT INTEREST

           (a)        If an Obligor fails to pay any amount payable by it under
                      a Finance Document on its due date, interest shall accrue
                      on the overdue amount from the due date up to the date of
                      actual payment (both before and after judgment) at a rate
                      1 per cent higher than the rate which would have been
                      payable if the overdue amount had, during the period of
                      non-payment, constituted a Loan in the currency of the
                      overdue amount for successive Interest Periods, each of a
                      duration selected by the Agent (acting reasonably). Any
                      interest accruing under this Clause 9.3 shall be
                      immediately payable by the Obligor on demand by the Agent.


           (b)        Default interest (if unpaid) arising on an overdue amount
                      will to the extent permitted by applicable law be
                      compounded with the overdue amount at the end of each
                      Interest Period applicable to that overdue amount but will
                      remain immediately due and payable.

9.4        NOTIFICATION OF RATES OF INTEREST

           The Agent shall promptly notify the Lenders and the relevant Borrower
           of the determination of a rate of interest under this Agreement.

10         INTEREST PERIODS

10.1       SELECTION OF INTEREST PERIODS

           (a)       A Borrower (or the Company on behalf of a Borrower) may
                     select an Interest Period for a Loan in the Utilisation
                     Request for that Loan or (if the Loan has already been
                     borrowed) in a Selection Notice.

           (b)       The Selection Notice for the Facility A Loan is irrevocable
                     and must be delivered to the Agent by the Borrower (or the
                     Company on behalf of a Borrower) to which the Facility A
                     Loan was made not later than the Specified Time.


                                       27
<PAGE>
           (c)       If a Borrower (or the Company) fails to deliver a Selection
                     Notice to the Agent in accordance with paragraph (b) above,
                     the relevant Interest Period will, subject to Clause 10.2
                     (Changes to Interest Periods), be one Month.

           (d)       Subject to this Clause 10, a Borrower (or the Company) may
                     select an Interest Period of one, three or six Months or
                     any other period agreed between the Company and the Agent
                     (acting on the instructions of all the Lenders) or such
                     shorter period as may be necessary to coincide with the
                     next relevant Facility A Repayment Date.

           (e)       An Interest Period for a Loan shall not extend beyond the
                     relevant Facility A or Facility B Final Repayment Date
                     applicable to its Facility.

           (f)       The Interest Period for the Facility A Loan shall start on
                     the Utilisation Date.


           (g)       A Facility B Loan has one Interest Period only.


10.2       NON-BUSINESS DAYS

           If an Interest Period would otherwise end on a day which is not a
           Business Day, that Interest Period will instead end on the next
           Business Day in that calendar month (if there is one) or the
           preceding Business Day (if there is not).

10.3       CONSOLIDATION AND DIVISION OF FACILITY A LOANS


           (a)       Subject to paragraph (b) below, if two or more Interest
                     Periods:


                      (i)        relate to Facility A Loans;


                      (ii)       end on the same date; and


                      (iii)      are made to the same Borrower,


           those Facility A Loans will, unless that Borrower (or the Company on
           its behalf) specifies to the contrary in the Selection Notice for the
           next Interest Period, be consolidated into, and treated as, a single
           Facility A Loan on the last day of the Interest Period.

                      (iv)       Subject to Clause 4.4 (Maximum number of
                                 Loans), Clause 5.3 (Currency and amount), and
                                 to the Agent being satisfied that the Hedging
                                 Agreements would not be affected thereby if a
                                 Borrower (or the Company on its behalf)
                                 requests in a Selection Notice that a Facility
                                 A Loan be divided into two or more Facility A
                                 Loans, that Facility A Loan will, on the last
                                 day of its Interest Period, be so divided with
                                 amounts specified in that Selection Notice,
                                 being an aggregate amount equal to the amount
                                 of the Facility A Loan immediately before its
                                 division.


11         CHANGES TO THE CALCULATION OF INTEREST

11.1       ABSENCE OF QUOTATIONS

           Subject to Clause 11.2 (Market disruption), if LIBOR is to be
           determined by reference to the Reference Banks but a Reference Bank
           does not supply a quotation by the Specified Time on the Quotation
           Day, the applicable LIBOR shall be determined on the basis of the
           quotations of the remaining Reference Banks.

11.2       MARKET DISRUPTION


                                       28
<PAGE>
           (a)       If a Market Disruption Event occurs in relation to a Loan
                     for any Interest Period, then the rate of interest on each
                     Lender's share of that Loan for the Interest Period shall
                     be the rate per annum which is the sum of:

                      (i)        the Margin;


                      (ii)       the rate notified to the Agent by that Lender
                                 as soon as practicable and in any event before
                                 interest is due to be paid in respect of that
                                 Interest Period, to be that which expresses as
                                 a percentage rate per annum the cost to that
                                 Lender of funding its participation in that
                                 Loan from whatever source it may reasonably
                                 select; and

                      (iii)      the Mandatory Cost, if any, applicable to that
                                 Lender's participation in the Loan.


           (b)       In this Agreement "MARKET DISRUPTION EVENT" means:


                     (i)        at or about noon on the Quotation Day for the
                                relevant Interest Period the Screen Rate is not
                                available and none or only one of the Reference
                                Banks supplies a rate to the Agent to determine
                                LIBOR for the relevant currency and period; or

                     (ii)       before close of business in London on the
                                Quotation Day for the relevant Interest Period,
                                the Agent receives notifications from a Lender
                                or Lenders (whose participations in a Loan
                                exceed 50 per cent. of that Loan) that the cost
                                to it of obtaining matching deposits in the
                                Relevant Interbank Market would be in excess of
                                LIBOR.

11.3       ALTERNATIVE BASIS OF INTEREST OR FUNDING

           (a)       If a Market Disruption Event occurs and the Agent or the
                     Company so requires, the Agent and the Company shall enter
                     into negotiations (for a period of not more than thirty
                     days) with a view to agreeing a substitute basis for
                     determining the rate of interest;

           (b)       any alternative basis agreed pursuant to paragraph (a)
                     above shall, with the prior consent of all the Lenders and
                     the Company, be binding on all Parties.


                                       29
<PAGE>
11.4       BREAK COSTS

           (a)       Each Borrower shall, within three Business Days of demand
                     by a Finance Party, pay to that Finance Party its Break
                     Costs attributable to all or any part of a Loan or Unpaid
                     Sum being paid by that Borrower on a day other than the
                     last day of an Interest Period for that Loan or Unpaid Sum;

           (b)       each Lender shall, as soon as reasonably practicable after
                     a demand by the Agent, provide a certificate confirming the
                     amount of its Break Costs for any Interest Period in which
                     they accrue.

12         FEES

12.1       COMMITMENT FEE

           (a)       The Company shall pay to the Agent (for the account of each
                     Lender) a fee in the Base Currency computed at the rate of
                     0.375 per cent. per annum on that Lender's Available
                     Commitment under Facility B for the Availability Period
                     applicable to Facility B.

           (b)       The accrued commitment fee is payable on the last day of
                     each successive period of three Months which ends during
                     the relevant Availability Period, on the last day of the
                     Availability Period and on the cancelled amount of the
                     relevant Lender's Commitment at the time the cancellation
                     is effective.

12.2       ARRANGEMENT FEE

           The Company shall pay to the Arranger an arrangement fee in the
           amount and at the times agreed in a Fee Letter.

12.3       AGENCY FEE

           The Company shall pay to the Agent (for its own account) an agency
           fee in the amount and at the times agreed in a Fee Letter.

13         TAX GROSS UP AND INDEMNITIES

13.1       DEFINITIONS

           (a)       In this Clause 13:


           "PROTECTED PARTY" means a Finance Party which is or will be, for or
           on account of Tax, subject to any liability or required to make any
           payment in relation to a sum received or receivable (or any sum
           deemed for the purposes of Tax to be received or receivable) under a
           Finance Document;

           "TAX CREDIT" means a credit against, relief or remission for, or
           repayment of any Tax;


           "TAX DEDUCTION" means a deduction or withholding for or on account of
           Tax from a payment under a Finance Document provided that it shall
           not included Taxes referenced under Clause 13.3(b) of this Agreement;


                                       30
<PAGE>
           "TAX PAYMENT" means an increased payment made by an Obligor to a
           Finance Party under Clause 13.2 (Tax gross-up) or a payment under
           Clause 13.3 (Tax indemnity);

           (a)       In this Clause 13 a reference to "DETERMINES" or
                     "DETERMINED" means a determination made in the absolute
                     discretion of the person making the determination.

13.2       TAX GROSS-UP

           (a)        Each Obligor shall make all payments to be made by it
                      without any Tax Deduction, unless a Tax Deduction is
                      required by law;


           (b)        if a Tax Deduction is required by law to be made by an
                      Obligor, the amount of the payment due from that Obligor
                      shall be increased to an amount which (after making any
                      Tax Deduction) leaves an amount equal to the payment which
                      would have been due if no Tax Deduction had been required,
                      except as provided in paragraph (c) below;

           (c)        the Obligor shall not be liable to pay the additional
                      amount described in paragraph (b) in the following
                      circumstances:


                      (i)        if the Tax Deduction is required to be made as
                                 a result of the failure of that Lender to
                                 comply with paragraph (f) below; or


                      (ii)       to the extent that at the time of the transfer
                                 of the relevant Transfer Certificate the
                                 Obligor would not be able to make the
                                 representation in paragraph 19.7 as to payments
                                 to be made to the transferee;

           (d)       if an Obligor is required to make a Tax Deduction, that
                     Obligor shall make that Tax Deduction and any payment
                     required in connection with that Tax Deduction within the
                     time allowed and in the minimum amount required by law;

           (e)       within thirty days of making either a Tax Deduction or any
                     payment required in connection with that Tax Deduction, the
                     Obligor making that Tax Deduction shall deliver to the
                     Agent for the Finance Party entitled to the payment
                     evidence reasonably satisfactory to that Finance Party that
                     the Tax Deduction has been made or (as applicable) any
                     appropriate payment paid to the relevant taxing authority;

           (f)       each Finance Party and each Obligor which makes a payment
                     to which that Finance Party is entitled shall co-operate in
                     completing any procedural formalities including, without
                     limitation providing timely, completed, executed Internal
                     Revenue Services form W-8BEN or W-8EC1 necessary for that
                     Obligor to make that payment without a Tax Deduction.


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<PAGE>
13.3       TAX INDEMNITY

           (a)        The Company shall (within three Business Days of demand by
                      the Agent) pay to a Protected Party an amount equal to the
                      loss, liability or cost which that Protected Party
                      determines will be or has been (directly or indirectly)
                      suffered for or on account of Tax by that Protected Party
                      with respect to payments received under a Finance
                      Document.

           (b)        Paragraph (a) above shall not apply with respect to any
                      Tax assessed on:


                      (i)        a Finance Party:


                                 1)         under the law of the jurisdiction in
                                            which that Finance Party is
                                            incorporated or, if different, the
                                            jurisdiction (or jurisdictions) in
                                            which that Finance Party is treated
                                            as resident for tax purposes; or

                                 2)         under the law of the jurisdiction in
                                            which that Finance Party's Facility
                                            Office is located in respect of
                                            amounts received or receivable in
                                            that jurisdiction,


                                            if that Tax is imposed on or
                                            calculated by reference to the net
                                            income of that Finance Party; or


                      (ii)       the Agent, as a result of the failure by a
                                 Lender to satisfy on the due date of a payment
                                 of interest either of the conditions set out in
                                 paragraphs (a) and (b) of Clause 26.16
                                 (Lenders' tax status confirmation);

                      (iii)      a Finance Party if the Tax Deduction would not
                                 have been subject to Clause 13.2(b) by virtue
                                 of Clause 13.2(c);


           (c)       A Protected Party making, or intending to make a claim
                     pursuant to paragraph (a) above shall promptly notify the
                     Agent of the event which will give, or has given, rise to
                     the claim, following which the Agent shall notify the
                     Company.

           (d)       A Protected Party shall, on receiving a payment from an
                     Obligor under this Clause 13.3, notify the Agent.

13.4       TAX CREDIT

           If an Obligor makes a Tax Payment and the relevant Finance Party
           determines in its sole discretion that:

           (a)        a Tax Credit is attributable to that Tax Payment; and


           (b)        that Finance Party has obtained, utilised and retained
                      that Tax Credit;


           the Finance Party shall pay an amount to the Obligor which that
           Finance Party determines will leave it (after that payment) in the
           same after-Tax position as it would have been in had the Tax Payment
           not been made by the Obligor.


                                       32
<PAGE>
13.5       STAMP TAXES

           The Company shall pay and, within three Business Days of demand,
           indemnify each Finance Party against any cost, loss or liability that
           Finance Party incurs in relation to all stamp duty, registration and
           other similar Taxes payable in respect of any Finance Document.

13.6       VALUE ADDED TAX

           (a)       All consideration payable under a Finance Document by an
                     Obligor to a Finance Party shall be deemed to be exclusive
                     of any VAT. If VAT is chargeable, the Obligor shall pay to
                     the Finance Party (in addition to and at the same time as
                     paying the consideration) an amount equal to the amount of
                     the VAT;

           (b)       where a Finance Document requires an Obligor to reimburse a
                     Finance Party for any costs or expenses, that Obligor shall
                     also at the same time pay and indemnify that Finance Party
                     against all VAT incurred by that Finance Party in respect
                     of the costs or expenses save to the extent that that
                     Finance Party is entitled to repayment or credit in respect
                     of the VAT.

14         INCREASED COSTS

14.1       INCREASED COSTS

           (a)        Subject to Clause 14.3 (Exceptions) the Company shall,
                      within three Business Days of a demand by the Agent, pay
                      for the account of a Finance Party the amount of any
                      Increased Costs incurred by that Finance Party or any of
                      its Affiliates as a result of (i) the introduction of or
                      any change in (or in the interpretation or application of)
                      any law or regulation or (ii) compliance with any law or
                      regulation made after the date of this Agreement.

           (b)        In this Agreement "INCREASED COSTS" means:


                      (i)        a reduction in the rate of return from the
                                 Facility or on a Finance Party's (or its
                                 Affiliate's) overall capital;


                      (ii)       an additional or increased cost; or


                      (iii)      a reduction of any amount due and payable under
                                 any Finance Document;


           which is incurred or suffered by a Finance Party or any of its
           Affiliates to the extent that it is attributable to that Finance
           Party having entered into its Commitment or funding or performing its
           obligations under any Finance Document.

14.2       INCREASED COST CLAIMS

           (a)       A Finance Party intending to make a claim pursuant to
                     Clause 14.1 (Increased costs) shall notify the Agent of the
                     event giving rise to the claim, following which the Agent
                     shall promptly notify the Company.

           (b)       Each Finance Party shall, as soon as practicable after a
                     demand by the Agent, provide a certificate confirming the
                     amount of its Increased Costs.


                                       33
<PAGE>
14.3       EXCEPTIONS

           (a)        Clause 14.1 (Increased costs) does not apply to the extent
                      any Increased Cost is:


                      (i)        attributable to a Tax Deduction required by law
                                 to be made by an Obligor;


                      (ii)       compensated for by Clause 13.3 (Tax indemnity)
                                 (or would have been compensated for under
                                 Clause 13.3 (Tax indemnity) but was not so
                                 compensated solely because one of the
                                 exclusions in paragraph (b) of Clause 13.3 (Tax
                                 indemnity) applied);

                      (iii)      compensated for by the payment of the Mandatory
                                 Cost; or


                      (iv)       attributable to the wilful breach by the
                                 relevant Finance Party or its Affiliates of any
                                 law or regulation.


           (b)       In this Clause 14.3, a reference to a "TAX DEDUCTION" has
                     the same meaning given to the term in Clause 13.1
                     (Definitions).

15         OTHER INDEMNITIES

15.1       CURRENCY INDEMNITY

           (a)        If any sum due from an Obligor under the Finance Documents
                      (a "SUM"), or any order, judgment or award given or made
                      in relation to a Sum, has to be converted from the
                      currency (the "FIRST CURRENCY") in which that Sum is
                      payable into another currency (the "SECOND CURRENCY") for
                      the purpose of:

                      (i)        making or filing a claim or proof against that
                                 Obligor;


                      (ii)       obtaining or enforcing an order, judgment or
                                 award in relation to any litigation or
                                 arbitration proceedings,


           that Obligor shall as an independent obligation, within three
           Business Days of demand, indemnify each Finance Party to whom that
           Sum is due against any cost, loss or liability arising out of or as a
           result of the conversion including any discrepancy between (A) the
           rate of exchange used to convert that Sum from the First Currency
           into the Second Currency and (B) the rate or rates of exchange
           available to that person at the time of its receipt of that Sum.

           (b)       Each Obligor waives any right it may have in any
                     jurisdiction to pay any amount under the Finance Documents
                     in a currency or currency unit other than that in which it
                     is expressed to be payable.

15.2       OTHER INDEMNITIES

           The Company shall (or shall procure that an Obligor will), within
           three Business Days of demand, indemnify each Lender against any
           cost, loss or liability incurred by that Lender as a result of:

           (a)       the occurrence of any Event of Default;


           (b)       a failure by an Obligor to pay any amount due under a
                     Finance Document on its due date, including without
                     limitation, any cost, loss or liability arising as a result
                     of Clause 28 (Sharing among the Lenders);


                                       34
<PAGE>
           (c)        funding, or making arrangements to fund, its participation
                      in a Loan requested by a Borrower in a Utilisation Request
                      but not made by reason of the operation of any one or more
                      of the provisions of this Agreement (other than by reason
                      of default or negligence by that Lender alone); or

           (d)        a Loan (or part of a Loan) not being prepaid in accordance
                      with a notice of prepayment given by a Borrower or the
                      Company.


15.3       INDEMNITY TO THE AGENT

           The Company shall promptly indemnify the Agent against any cost, loss
           or liability incurred by the Agent (acting reasonably) as a result
           of:

           (a)        investigating any event which it reasonably believes is a
                      Default; or


           (b)        entering into or performing any foreign exchange contract
                      for the purposes of Clause 6 (Optional Currencies); or

           (c)        acting or relying on any notice, request or instruction
                      which it reasonably believes to be genuine, correct and
                      appropriately authorised.


16         MITIGATION BY THE LENDERS

16.1       MITIGATION

           (a)        Each Finance Party shall, in consultation with the
                      Company, take all reasonable steps to mitigate any
                      circumstances which arise and which would result in any
                      amount becoming payable under, or cancelled pursuant to,
                      any of Clause 8.1 (Illegality), Clause 13 (Tax gross-up
                      and indemnities) or Clause 14 (Increased costs) including
                      (but not limited to) transferring its rights and
                      obligations under the Finance Documents to another
                      Affiliate or Facility Office.

           (b)        Paragraph (a) above does not in any way limit the
                      obligations of any Obligor under the Finance Documents.


16.2       LIMITATION OF LIABILITY

           (a)       The Company shall indemnify each Finance Party for all
                     costs and expenses reasonably incurred by that Finance
                     Party as a result of steps taken by it under Clause 16.1
                     (Mitigation).

           (b)       A Finance Party is not obliged to take any steps under
                     Clause 16.1 (Mitigation) if, in the opinion of that Finance
                     Party (acting reasonably), to do so might be prejudicial to
                     it.

17         COSTS AND EXPENSES

17.1       TRANSACTION EXPENSES

           The Company shall promptly on demand pay the Agent and the Arranger
           the amount of all costs and expenses (including legal fees)
           reasonably incurred by any of them in connection with the
           negotiation, preparation, printing, execution and syndication of:

           (a)        this Agreement and any other documents referred to in this
                      Agreement; and


           (b)        any other Finance Documents executed after the date of
                      this Agreement.


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<PAGE>
17.2       AMENDMENT COSTS

           If (a) an Obligor requests an amendment, waiver or consent or (b) an
           amendment is required pursuant to Clause 29.9 (Change of currency),
           the Company shall, within three Business Days of demand, reimburse
           the Agent for the amount of all costs and expenses (including legal
           fees) reasonably incurred by the Agent in responding to, evaluating,
           negotiating or complying with that request or requirement.

17.3       ENFORCEMENT COSTS

           The Company shall, within three Business Days of demand, pay to each
           Finance Party the amount of all costs and expenses (including legal
           fees) incurred by that Finance Party in connection with the
           enforcement of, or the preservation of any rights under, any Finance
           Document.

18         GUARANTEE

18.1       GUARANTEE AND INDEMNITY

           (a)        Each Guarantor irrevocably and unconditionally jointly and
                      severally:


                      (i)        guarantees to each Finance Party punctual
                                 performance by each Borrower of all that
                                 Borrower's obligations under the Finance
                                 Documents;


                      (ii)       undertakes with each Finance Party that
                                 whenever a Borrower does not pay any amount
                                 when due under or in connection with any
                                 Finance Document, that Guarantor shall
                                 immediately on demand pay that amount as if it
                                 was the principal obligor; and

                      (i)        indemnifies each Finance Party immediately on
                                 demand against any cost, loss or liability
                                 suffered by that Finance Party if any
                                 obligation guaranteed by it is or becomes
                                 unenforceable, invalid or illegal. The amount
                                 of the cost, loss or liability shall be equal
                                 to the amount which that Finance Party would
                                 otherwise have been entitled to recover.

           (b)        Notwithstanding Clause 18.1(a) and the other provisions of
                      this Clause 18 the obligations of Clintrials BioResearch
                      Limited under this Clause 18 shall be limited to the
                      maximum amount allowed by the financial and solvency tests
                      provided under Section 123.66 of the Companies Act
                      (Quebec).

18.2       CONTINUING GUARANTEE

           This guarantee is a continuing guarantee and will extend to the
           ultimate balance of sums payable by any Obligor under the Finance
           Documents, regardless of any intermediate payment or discharge in
           whole or in part.

18.3       REINSTATEMENT

           If any payment by an Obligor or any discharge given by a Finance
           Party (whether in respect of the obligations of any Obligor or any
           security for those obligations or otherwise) is avoided or reduced as
           a result of insolvency or any similar event:

           (a)        the liability of each Obligor shall continue as if the
                      payment, discharge, avoidance or reduction had not
                      occurred; and


                                       36
<PAGE>
           (b)        each Finance Party shall be entitled to recover the value
                      or amount of that security or payment from each Obligor,
                      as if the payment, discharge, avoidance or reduction had
                      not occurred.

18.4       WAIVER OF DEFENCES

           The obligations of each Guarantor under this Clause 18 will not be
           affected by an act, omission, matter or thing which, but for this
           Clause, would reduce, release or prejudice any of its obligations
           under this Clause 18 (without limitation and whether or not known to
           it or any Finance Party) including:

           (a)        any time, waiver or consent granted to, or composition
                      with, any Obligor or other person;


           (b)        the release of any other Obligor or any other person under
                      the terms of any composition or arrangement with any
                      creditor of any member of the Group;


           (c)        the taking, variation, compromise, exchange, renewal or
                      release of, or refusal or neglect to perfect, take up or
                      enforce, any rights against, or security over assets of,
                      any Obligor or other person or any non-presentation or
                      non-observance of any formality or other requirement in
                      respect of any instrument or any failure to realise the
                      full value of any security;

           (d)        any incapacity or lack of power, authority or legal
                      personality of or dissolution or change in the members or
                      status of an Obligor or any other person;


           (e)        any amendment (however fundamental) or replacement of a
                      Finance Document or any other document or security;


           (f)        any unenforceability, illegality or invalidity of any
                      obligation of any person under any Finance Document or any
                      other document or security; or


           (g)        any insolvency or similar proceedings.


18.5       IMMEDIATE RECOURSE

           Each Guarantor waives any right it may have of first requiring any
           Finance Party (or any trustee or agent on its behalf) to proceed
           against or enforce any other rights or security or claim payment from
           any person before claiming from that Guarantor under this Clause 18.
           This waiver applies irrespective of any law or any provision of a
           Finance Document to the contrary.

18.6       APPROPRIATIONS

           Until all amounts which may be or become payable by the Obligors
           under or in connection with the Finance Documents have been
           irrevocably paid in full, each Finance Party (or any trustee or agent
           on its behalf) may:

           (a)        refrain from applying or enforcing any other moneys,
                      security or rights held or received by that Finance Party
                      (or any trustee or agent on its behalf) in respect of
                      those amounts, or apply and enforce the same in such
                      manner and order as it sees fit (whether against those
                      amounts or otherwise) and no Guarantor shall be entitled
                      to the benefit of the same; and


                                       37
<PAGE>
           (b)       hold in an interest-bearing suspense account any moneys
                     received from any Guarantor or on account of any
                     Guarantor's liability under this Clause 18.

18.7       DEFERRAL OF GUARANTORS' RIGHTS

           Until all amounts which may be or become payable by the Obligors
           under or in connection with the Finance Documents have been
           irrevocably paid in full and unless the Agent otherwise directs, no
           Guarantor will exercise any rights which it may have by reason of
           performance by it of its obligations under the Finance Documents:

           (a)        to be indemnified by an Obligor;


           (b)        to claim any contribution from any other guarantor of any
                      Obligor's obligations under the Finance Documents; and/or

           (c)        to take the benefit (in whole or in part and whether by
                      way of subrogation or otherwise) of any rights of the
                      Finance Parties under the Finance Documents or of any
                      other guarantee or security taken pursuant to, or in
                      connection with, the Finance Documents by any Finance
                      Party.

18.8       ADDITIONAL SECURITY

           This guarantee is in addition to and is not in any way prejudiced by
           any other guarantee or security now or subsequently held by any
           Finance Party.

19         REPRESENTATIONS

           Each Obligor makes the representations and warranties set out in this
           Clause 19 to each Finance Party on the date of this Agreement.

19.1       STATUS

           (a)        it is a corporation, duly incorporated and validly
                      existing under the law of its jurisdiction of
                      incorporation;


           (b)        it has the power to own its assets and carry on its
                      business as it is being conducted.


19.2       BINDING OBLIGATIONS

           The obligations expressed to be assumed by it in each Finance
           Document are, subject to the Reservations, legal, valid, binding and
           enforceable obligations.

19.3       NON-CONFLICT WITH OTHER OBLIGATIONS

           The entry into and performance by it of, and the transactions
           contemplated by, the Finance Documents (save as referred to in the
           Canadian legal opinion) do not and will not conflict with:

           (a)        any law or regulation applicable to it;


           (b)        the constitutional documents of any member of the Group;
                      or


           (c)        any material agreement or material instrument binding upon
                      it or any member of the Group or any of its or any member
                      of the Group's assets.


19.4       POWER AND AUTHORITY


                                       38
<PAGE>
           It has the power to enter into, perform and deliver, and has taken
           all necessary action to authorise its entry into, performance and
           delivery of, the Finance Documents to which it is a party and the
           transactions contemplated by those Finance Documents and no
           limitation on its powers or those of its directors shall be exceeded
           as a result of the drawdown of any Loan or utilisation of the
           Facilities.

19.5       VALIDITY AND ADMISSIBILITY IN EVIDENCE

           All Authorisations required or necessary:

          (a)       to enable it lawfully to enter into, exercise its rights and
                    comply with its obligations in the Finance Documents to
                    which it is a party; and


          (b)       to make the Finance Documents to which it is a party
                    admissible in evidence in its jurisdiction of incorporation;


           have been obtained or effected and are in full force and effect.


19.6       GOVERNING LAW AND ENFORCEMENT

          (a)       The system of law expressed to be chosen as the governing
                    law in any Finance Document) will be recognised and enforced
                    in the jurisdiction of incorporation of the granter thereof;
                    and


          (b)       any judgment obtained in England in relation to a Finance
                    Document will be recognised and enforced in its jurisdiction
                    of incorporation, subject to Reservations and in respect of
                    any Group Company incorporated in Canada or Quebec subject
                    to usual public order qualifications and local procedural
                    requirement.

19.7       DEDUCTION OF TAX

           It is not required under the law of its jurisdiction of incorporation
           to make any deduction for or on account of Tax from any payment it
           may make under any Finance Document provided that the Finance Party
           complies with Clause 13.2.

19.8       NO FILING OR STAMP TAXES


           Under the law of its jurisdiction of incorporation it is not
           necessary that the Finance Documents be filed, recorded or enrolled
           with any court or other authority in that jurisdiction or that any
           stamp, registration or similar tax be paid on or in relation to the
           Finance Documents or the transactions contemplated by the Finance
           Documents.

19.9       NO DEFAULT

           (a)        No Event of Default has occurred or might reasonably be
                      expected to result from the making of any Utilisation; and


           (b)        no other event or circumstance is outstanding which
                      constitutes a default under any other agreement or
                      instrument which is binding on it or to which its assets
                      are subject which might have a Material Adverse Effect.

19.10      NO SECURITY

           No Material Company has assets which are affected by any Security,
           nor is any such company a party to, nor is it or any of its assets
           bound by, any order, agreement or


                                       39
<PAGE>
           instrument under which it is, or may be, required to create, assume
           or permit to arise any Security, other than in each case any
           Permitted Security Interest.

19.11      CORPORATE STRUCTURE

           The corporate structure of the Group immediately following Completion
           shall be as set out in Schedule 12.

19.12      NO BORROWINGS

           No Group Company has any Financial Indebtedness save for Permitted
           Financial Indebtedness;


19.13      REPORTS

           All written information supplied by or on behalf of the Company and
           by its respective agents and advisers in connection with this
           Agreement and the preparation of the Reports was true, complete and
           accurate in all material respects at the dates supplied.

19.14      TAXES

           All necessary returns have been delivered by or on behalf of each
           Material Company to the relevant taxation authorities and no such
           member is in default in the payment of any Taxes taking into account
           any grace periods and no claim is being asserted with respect to Tax
           which is not disclosed in its latest published financial statements.

19.15      INTELLECTUAL PROPERTY RIGHTS

           Each Material Company owns all necessary Intellectual Property Rights
           and such information systems and equipment as are required by it in
           order for it to carry on its business and no notification has been
           received alleging infringement of any such rights which would have a
           material and adverse effect on the business of such Material Company;
           all such rights are free from Security Interests (other than the
           Permitted Security Interests), are not subject to the rights of any
           other party and so far as the Company is aware are not presently
           being infringed by any person.

19.16      ENVIRONMENTAL

           No Material Company has infringed, or received any claim in respect
           of, any provision of Environmental Law or any Environmental Licence
           which would or would be reasonably likely to have a Material Adverse
           Effect.

19.17      ERISA

           (a)        As of the Completion, no Borrower, nor any Group Company,
                      nor any ERISA Affiliate maintains or contributes to, or
                      has any obligation under, any Employee Benefit Plans other
                      than those identified on Schedule 6.1(i) hereto;

           (b)        each Borrower, each Group Company and each ERISA Affiliate
                      is in material compliance with all applicable provisions
                      of ERISA and the regulations and published interpretations
                      thereunder with respect to all Employee Benefit Plans.
                      Each Employee Benefit Plan other than a Multiemployer Plan
                      that is intended to be qualified under Section 401(a) of
                      the Code has received a determination letter from the
                      Internal Revenue Service to the effect that such plan and
                      its related savings vehicle meet the requirements of
                      Sections 401(a) and 501(a) of the Code

                                       40
<PAGE>
                      or will apply for such a determination within the remedial
                      amendment period prescribed by Code Section 401(b). No
                      material liability has been incurred by any Borrower, any
                      Group Company or any ERISA Affiliate which remains
                      unsatisfied for any taxes or penalties with respect to any
                      Pension Plan or any Multiemployer Plan;


           (c)        except as otherwise disclosed to and agreed in writing by
                      the Agent prior to or as at the date hereof by reference
                      to this Clause, no accumulated funding deficiency (as
                      defined in Section 412 of the Code) has been incurred
                      (without regard to any waiver granted under Section 412 of
                      the Code), nor has any funding waiver from the Internal
                      Revenue Service been received or requested with respect to
                      any Pension Plan, nor has any Borrower, any Subsidiary or
                      any ERISA Affiliate failed to make any contributions or to
                      pay any amounts due and owing as required by Section 412
                      of the Code, Section 302 of ERISA or the terms of any
                      Pension Plan prior to the due dates of such contributions
                      under Section 412 of the Code or Section 302 of ERISA, nor
                      has there been any event requiring any disclosure under
                      Section 4041(c)(3)(C) or 4063(a) of ERISA with respect to
                      any Pension Plan;


           (d)       No Borrower, Group Company or ERISA Affiliate has:


                      (i)        except as would not have a Material Adverse
                                 Effect, engaged in a nonexempt prohibited
                                 transaction described in Section 406 of ERISA
                                 or Section 4975 of the Code;

                      (ii)       incurred any liability to the PBGC which
                                 remains outstanding other than the payment of
                                 premiums and there are no premium payments
                                 which are due and unpaid;


                      (iii)      failed to make a required contribution or
                                 payment to a Multiemployer Plan; or


                      (iv)       failed to make a required instalment or other
                                 required payment under Section 412 of the Code;


           (e)        No Termination Event has occurred or is reasonably
                      expected to occur; and


           (f)        No proceeding, claim, lawsuit and/or investigation is
                      existing or, to the best knowledge of each Borrower and
                      each Group Company after due inquiry, threatened,
                      concerning or involving any:

                      (i)        employee welfare benefit plan (as defined in
                                 Section 3(1) of ERISA) currently maintained by
                                 any Borrower; or


                      (ii)       Pension Plan.


           (g)        No Multiemployer Plan or the trustees of such
                      Multiemployer Plan have made or threatened to make any
                      claim against the Borrower or any ERISA Affiliate, or
                      otherwise asserted that there is any current liability of
                      the Borrower or any ERISA Affiliate owed to such
                      Multiemployer Plan.

19.18      LICENCES

           All licences, consents, exemptions, clearances, filings,
           registrations, payments of duties or taxes, notarisations and
           authorisations as are or may be necessary or desirable for the proper


                                       41
<PAGE>
                      conduct of its business, trade and ordinary activities and
                      for the performance and discharge of its obligations and
                      liabilities under each of the Finance Documents are in
                      full force and effect, where failure would be reasonably
                      likely to have a Material Adverse Effect.

19.19      FINANCIAL STATEMENTS

           (a)        The Original Financial Statements of the Group were
                      prepared in accordance with GAAP consistently applied.


           (b)        The Original Financial Statements of the Group present
                      fairly in all material respects its financial condition
                      and operations (consolidated in the case of the Company)
                      during the relevant financial year; and

           (c)        There has been no material adverse change in its business
                      or financial condition of the Group since the date to
                      which its most recent unaudited financial statements were
                      prepared.

19.20      PARI PASSU RANKING

           Its payment obligations under the Finance Documents rank at least
           pari passu with the claims of all its other unsecured and
           unsubordinated creditors, except for obligations mandatorily
           preferred by law applying to companies generally.

19.21      NO PROCEEDINGS PENDING OR THREATENED

           No litigation, arbitration or administrative proceedings of or before
           any court, arbitral body or agency which might reasonably be expected
           to have a Material Adverse Effect have (to the best of its knowledge
           and belief) been started or threatened against it or any Material
           Company.

19.22      MARGIN STOCK

           No Borrower or Group Company is engaged principally or as one of its
           activities in the business of extending credit for the purpose of
           purchasing or carrying any margin stock (as each such term is defined
           or used in Regulation U of the Board of Governors of the Federal
           Reserve System). No part of the proceeds of any of the Loans will be
           used for purchasing or carrying margin stock or for any purpose which
           violates, or which would be inconsistent with, the provisions of
           Regulation T, U or X of such Board of Governors.

19.23      SOLVENCY

           Excluding intercompany indebtedness, each Material Company
           incorporated in any state of the USA is, and after receipt and
           application of the first advance under this Agreement will be,
           solvent such that:

           (a)        the fair value of its assets (including without limitation
                      the fair saleable value of the goodwill and other
                      intangible property of such Material Company) is greater
                      than the total amount of its liabilities, including
                      without limitation, contingent liabilities;

           (b)        the present fair saleable value of its assets (including
                      without limitation the fair saleable value of the goodwill
                      and other intangible property of such Material Company) is
                      not less than the amount that will be required to pay the
                      probable liability on their debts as they become absolute
                      and matured; and


                                       42
<PAGE>
           (c)        they are able to realise upon their assets and pay their
                      debts and other liabilities, contingent obligations and
                      other commitments as they mature in the normal course of
                      business. No Material Company intends to, nor believes
                      that it will, incur debts or liabilities beyond its
                      ability to pay as such debts and liabilities mature, and
                      no Material Company is engaged in a business or
                      transaction, or about to engage in a business or
                      transaction, for which its property would constitute
                      unreasonably small capital after giving due consideration
                      to the prevailing practice and industry in which it is
                      engaged. For purposes of this Clause, in computing the
                      amount of contingent liabilities at any time, it is
                      intended that such liabilities will be computed at the
                      amount which, in light of all the facts and circumstances
                      existing at such time, represents the amount that
                      reasonably can be expected to become an actual matured
                      liability of the applicable Material Company.


19.24      REPETITION

           The Repeating Representations are deemed to be made by each Obligor
           by reference to the facts and circumstances then existing on:

           (a)        the date of each Utilisation Request and the first day of
                      each Interest Period; and


           (b)        in the case of an Additional Obligor, the day on which the
                      company becomes (or it is proposed that the company
                      becomes) an Additional Obligor.


19.25      LISTING

           Upon effectiveness of the IPO Registration Statement the common stock
           registered pursuant to the IPO Registration Statement will be listed
           for trading on either (a) a national securities exchange or (b) the
           Nasdaq National Market.

20         INFORMATION UNDERTAKINGS

           The undertakings in this Clause 20 remain in force from the date of
           this Agreement for so long as any amount is outstanding under the
           Finance Documents or any Commitment is in force.

20.1       FINANCIAL INFORMATION

           The Company undertakes to supply to the Agent (unless the Agent
           acting on the instruction of the Lenders otherwise agrees) in
           sufficient copies for the Lenders:

           (a)        as soon as they become available but in any event within
                      90 days after the end of each of its financial years its
                      audited consolidated financial statements for that
                      financial year together with a Compliance Certificate;
                      from the directors of the Company;

           (b)        as soon as they become available but in any event no later
                      than 45 days after the end of each successive Management
                      Accounting Period consolidated Group Management Accounts
                      for that Management Accounting Period, together with a
                      Compliance Certificate from the directors of the Company;

           (c)        as it becomes available but in any event not later than 90
                      days after the end of each financial year a certificate
                      from the financial director of the Company or (if the
                      Agent in the exercise of its sole discretion so
                      determines) Auditors addressed to the Agent and the
                      Lenders and in a form acceptable to the Agent certifying
                      (with

                                       43
<PAGE>
                      supporting calculations) the Company's compliance (or
                      otherwise) with the financial covenants in Clause 21;

           (d)        at each time financial statements are delivered pursuant
                      to Clause 20.1(a), a certificates of the Auditors (i)
                      certifying such financial statements and (ii) stating that
                      in making the examination necessary for the certification
                      of such financial statements, they obtained no knowledge
                      of any Default or Event of Default or if that is not the
                      case, specifying any such Default or Event of Default and
                      its nature and period of existence;

           (e)        promptly send such further information in its possession
                      regarding the financial condition and operation of the
                      Group as the Agent may reasonably request.

20.2       FINANCIAL STATEMENTS

           The Company undertakes to ensure that all financial statements
           contemplated by Clause 20.1(a) and (b) shall be prepared in
           accordance with GAAP, consistently applied, and that all financial
           statements contemplated by Clause 20.1(a) fairly represents in all
           material respects the state of affairs of the Group as at the date of
           the same.

20.3       INVESTIGATION

           The Company hereby agrees that:

           (a)        following such period of discussion, if any, with the
                      finance director of the Company as the Agent in its sole
                      discretion deems appropriate, it will if so required by
                      the Agent who believes in good faith that either:

                      (i)        any financial statements or calculations
                                 provided by the Company are inaccurate or
                                 incomplete in any material respect; or


                      (ii)       the financial performance of the Group has or
                                 would give rise to a breach of one or more of
                                 the financial covenants in Clause 20.1,


           at the expense of the Company (provided all such expenses are
           estimated for the Company in advance and properly incurred) instruct
           the Auditors or other firm of accountants of international repute
           selected by the Company to discuss the financial position of the
           Group with the Agent and to disclose to the Agent (and provide that
           Agent with copies of) such information as the Agent may reasonably
           request regarding the financial condition and business of the Company
           and any of its Subsidiaries; and

           (b)        if, having taken the steps in 20.3(a) above, the Agent
                      acting in good faith continues to have concerns in
                      relation to the financial performance of the Group, the
                      accuracy of information provided by any member of the
                      Group or compliance with the financial covenants in Clause
                      21 or any other legitimate concern relating to the affairs
                      of the Group, the Agent may instruct the Auditors or other
                      firm of accountants selected by the Agent to carry out an
                      investigation at the Company's expense (provided all such
                      expenses are estimated for the Company in advance and
                      properly incurred) into the affairs of the Group and/or
                      the financial performance of the Group and/or the
                      accounting and other reporting procedures and standards of
                      the Group and the Company will procure that full
                      co-operation is given to the Auditors or other firm of
                      accountants so selected.


21         FINANCIAL COVENANTS


                                       44
<PAGE>
  21.1     COVENANTS

           The Company undertakes to and covenants with the Agent as follows:

21.1.1     The Company undertakes that the Group shall comply with the following
           financial undertakings which will be calculated in accordance with
           the provisions of this Clause 21.

21.1.2     Consolidated Net Tangible Assets of the Group shall not at the times
           set out in Column A be less than the figure set out opposite such
           times in Column B:

<TABLE>
<CAPTION>
                                         COLUMN A                                 COLUMN B
                                                                                   $000
<S>                                                                               <C>
           As at 31 December 2002                                                 35,000

           1st January 2003 to 30 December 2003                                   35,000

           As at 31 December 2003 and thereafter in the period to 30 December     35,000 plus x
           2003

           As at 31 December 2003 and thereafter                                  35,000 plus x and y
</TABLE>

           where

           x means a figure to be added at each Fiscal Year End being one half
           of the after tax profits (if any) of the Group made during the
           preceding Fiscal Year. For clarity no adjustment or reduction to the
           figures quoted in the table shall be made in respect of losses
           incurred; and

           y means the aggregate of all previous amounts of x computed in
           respect of previous Fiscal Years.

21.1.3     The ratio of Consolidated EBITDAR to Consolidated Borrowing Costs
           plus Rents during each period set out in Column A below shall be not
           less than the ratio set out in Column B opposite for that period:
<TABLE>
<CAPTION>

                                         COLUMN A                              COLUMN B
                                         (PERIOD)                               (RATIO)
<S>                                                                               <C>
           As at 31 December 2002                                                 3:1

           From 1 January 2003 until 31 March 2003                                3.5:1

           1 April 2003 to 31 December 2003                                       4:1

           1 January 2004 and thereafter                                          5:1
</TABLE>


21.1.4     The ratio of Consolidated Net Cashflow to Consolidated Debt Service
           Liability during each period set out in Column A below shall not be
           less than the ratio indicated in Column B opposite for that period:

<TABLE>
<CAPTION>
                                         COLUMN A                                COLUMN B
                                         (PERIOD)                                (RATIO)
<S>                                                                               <C>
           Date of first drawdown and thereafter in the period to 30 December     2.5:1
           2004

</TABLE>

                                       45
<PAGE>

<TABLE>
<CAPTION>
<S>                                                                               <C>
           As at 31 December 2004 and thereafter in the period to 30 September    2.25:1
           2005

           As at 1 October 2005 and thereafter                                    2.5:1

</TABLE>

21.1.5     The ratio of Consolidated Gross Borrowings less Credit Balances to
           EBITDA during each period set out in Column A below shall be not more
           than the ratio indicated in Column B opposite for that period:

<TABLE>
<CAPTION>
                                         COLUMN A                                COLUMN B
                                         (PERIOD)                                (RATIO)
<S>                                                                               <C>
           Date of first drawdown to 31 December 2002 until the period ending     2:1
           31 December 2003

           1st January 2004 to 31 December 2004                                   1.8:1

           1st January 2005 and thereafter                                        1.6:1

</TABLE>

21.1.6     The financial covenants set out above shall be tested as follows:


           (a)       the financial covenant in Clauses 21.1.2 shall apply daily
                     and be tested on a quarterly basis, the first test being 31
                     December 2002 and each subsequent test being three monthly
                     thereafter;

           (b)       the financial covenants in Clauses 21.1.3 and 21.1.4 shall
                     be tested on a quarterly basis, the first test being 31
                     December 2002 and each subsequent test being three monthly
                     thereafter. The test at 31 December 2002 shall apply in
                     respect of the preceding 6 month period and the test at 31
                     March 2003 shall apply in respect of the preceding 9 month
                     period. Thereafter each of these covenants shall be tested
                     in respect of the 12 month period preceding the relevant
                     test date; and

           (c)       the financial covenant in Clause 21.1.5 shall be tested on
                     a quarterly basis the first test being 31 December 2003 and
                     each subsequent test being three monthly thereafter. The
                     covenant shall be tested in respect of the 12 month period
                     preceding the relevant test date.

21.1.7     All financial covenants shall be tested by reference to the latest
           audited financial statements of the Group or, if more recent, by
           reference to the latest aggregated Management Accounts of the Group
           provided that where any financial covenant is tested by reference to
           year end Management Accounts it shall be tested again by reference to
           the audited financial statements of the Group for the relevant period
           when those audited financial statements become available.

21.1.8     A Compliance Certificate shall be signed and delivered to the Agent
           immediately following each of the test dates referred to in Clause
           21.1.6.

21.1.9     In the event that the Company is in default or breach of any of the
           financial covenants contained in this Clause 21.1, the Agent shall be
           entitled to make such investigations and obtain such legal,
           accountancy and/or valuation reports as it shall deem appropriate at
           the cost of the company and the Borrower and each Group Company shall
           provide all assistance required in connection with such
           investigations and reports.

                                       46
<PAGE>
21.1.10    The calculation of the financial covenants detailed in Clause 21.1
           shall be carried out by the Agent in accordance with the accounting
           principles and policies applied in the most recent audited financial
           statements and/or Management Accounts to which it is referring.

21.1.11    If the Company changes the accounting policies applied, whether as a
           result of a change in GAAP or otherwise, in a way that the Agent
           considers may adversely affect the interests of the Lenders in
           respect of the financial covenants detailed in this Clause 21.1 the
           Agent shall be entitled to recalculate such covenants (following
           discussion, with the finance director of the Company for such period
           as the Agent in its sole discretion considers appropriate in the
           circumstances) as if such changes had not taken place. If there is a
           change in GAAP which the Company believes adversely affects its
           interests in respect of the financial covenants in this Clause 0 the
           Agent and the Company shall negotiate in good faith any revision to
           the financial covenants as may be necessary as if such changes in
           GAAP had not occurred, but the existing covenants shall continue in
           full force until such change is agreed.


21.1.12    If there is any dispute as to any computation under Clause 21.1.7 or
           Clause 21.1.9 or as to the interpretation of any of the relevant
           definitions set out herein, the decision of the Agent (acting on the
           instructions of the Lenders) shall, in the absence of manifest error
           be conclusive and binding on each Borrower.

21.1.13    For the purposes of this Agreement and this Clause 21.1 in
           particular, the following expressions shall have the following
           meanings (unless the context otherwise requires):

           "CONSOLIDATED BORROWING COSTS" means, in relation to any accounting
           period of the Group, the aggregate of all interest, commission, fees,
           and charges payable by the Group in respect of its Consolidated Gross
           Borrowings during such period including without limitation:

           (a)       capitalised interest;


           (b)       finance lease charges; and


           (c)       dividends on shares issued on the basis that they are or
                     may become redeemable;


           but excluding interest payable by associates and joint ventures and
           net of interest receivable by the Group in the relevant period


           "CONSOLIDATED BORROWING COSTS PAID" means, in relation to any
           accounting period of the Group, the aggregate of all interest,
           commission, fees, and charges paid and due to be paid by the Group in
           respect of its Consolidated Gross Borrowings during such period
           including without limitation:


           (a)       capitalised interest;


           (b)       Finance Lease charges; and

           (c)       dividends on shares issued on the basis that they are or
                     may become redeemable,


           but excluding interest paid by associates and joint ventures and net
           of interest received by the Group in the relevant period


           "CONSOLIDATED DEBT SERVICE LIABILITY" means in relation to any
           accounting period of the Group, the aggregate of Consolidated
           Borrowing Costs Paid and all repayment on Consolidated Gross
           Borrowings scheduled to be made during the period but excluding
           payments and repayment of the Existing Inveresk Facilities, permitted
           prepayments of


                                       47
<PAGE>

           Facility A, payment of interest under and repayment of the Candover
           Loan and any repayment of Facility B;

           "CONSOLIDATED GROSS BORROWINGS" means at any time the aggregate of
           all obligations of the Group for the repayment of money, whether
           present or future, actual or contingent incurred in respect of:

           (i)       money borrowed from all sources;


           (ii)      any bonds, notes, loan stock, debentures or similar
                     instruments;


           (iii)     acceptance credits, bills of exchange or documentary
                     credits;


           (iv)      gross obligations under Finance Leases;


           (v)       the factoring of debts;


           (vi)      guarantees, indemnities or other legally binding assurances
                     against financial loss; and


           (vii)     amounts raised or obligations incurred in respect of any
                     other transaction which has the commercial effect of
                     borrowing


           "CONSOLIDATED NET CASH FLOW" means in relation to any accounting
           period of the Group, Consolidated PBIT for that period, plus:

           (i)       any decrease in Consolidated Net Working Capital during the
                     period;


           (ii)      (to the extent deducted) any loss on the sale of tangible
                     fixed assets;


           (iii)     (to the extent deducted) any loss on the sale of
                     investments;


           (iv)      (to the extent deducted) any increase in provisions not
                     having a cash effect;


           (v)       (to the extent deducted) depreciation;


           (vi)      (to the extent deducted) exceptional/extraordinary charges
                     not having a cash effect (not already dealt with under
                     (ii), (iii), (iv) or (v) above); and

           (vii)     Credit Balances

           and less:


           (viii)    any increase in Consolidated Net Working Capital during the
                     period;


           (ix)      (to the extent included) any profit on the sale of tangible
                     fixed assets;


           (x)       (to the extent included) any profit on the sale of
                     investments;


           (xi)      (to the extent included) any release of provisions;


           (xii)     (to the extent included) exceptional/extraordinary income
                     not having a cash effect (not dealt with under (viii),
                     (ix), or (x) above);


           (xiii)    tax paid; and


                                       48
<PAGE>

           (xiv)     Dividends paid

           "CONSOLIDATED NET TANGIBLE ASSETS" means at any time the aggregate of
           the amount paid up or credited as paid up on the issued share capital
           of the Borrower plus or minus (a) any amount standing to the credit
           or debit of the consolidated capital and revenue reserves of the
           Group (including any share premium account or capital redemption
           reserve) and (b) any credit or debit balance on the consolidated
           profit and loss account of the Group (excluding for the avoidance of
           doubt any amount attributable to minority interests), less the
           aggregate of any amounts attributable to:

           (i)       pension fund prepayments (net of related deferred tax
                     provisions), capitalised goodwill or any other intangible
                     assets;

           (ii)      shares issued on the basis that they are or may become
                     redeemable (at redemption value);


           (iii)     advance corporation tax recoverable or to the extent they
                     exceed deferred tax liabilities deferred tax assets; and


           (iv)      the upward revaluation of any asset after 19th June 2002
                     except to the extent that such revaluation is approved in
                     writing for the purposes of this definition by the Agent.

           "CONSOLIDATED NET WORKING CAPITAL" means in relation to any
           accounting period of the Group current assets (excluding:

           (i)       cash at bank and in hand;


           (ii)      debtors due more than one year after the end of the
                     accounting period;


           (iii)     income tax assets; and


           (iv)      deferred tax assets)


           less current liabilities (excluding:


           (v)       obligations to pay money in respect of Consolidated Gross
                     Borrowings (a) on demand, or (b) within one year after the
                     end of the accounting period;


           (vi)      Dividends payable; and


           (vii)     income tax payable)


           "CONSOLIDATED PBIT" means, in relation to any accounting period of
           the Group, the profit/loss of the Group on ordinary activities before
           tax and after exceptional items but after adding back:

           (i)       Consolidated Borrowing Costs (net of capitalised interest
                     and dividends on redeemable shares);


           (ii)      amortisation of goodwill and other intangible assets;


           (iii)     interest payable by associates and joint ventures;


           (iv)      the Group's share of operating losses arising in associates
                     and joint ventures; and


                                       49
<PAGE>

           (v)       the Group's share of exceptional losses arising in
                     associates and joint ventures;

            and after deducting:


           (vi)      the Group's share of operating profits arising in
                     associates and joint ventures;


           (vii)     interest receivable by associates and joint ventures;


           (viii)    the Group's share of exceptional gains arising in
                     associates and joint ventures;


           (ix)      interest receivable and other similar income; and


           (x)       income from fixed asset investments


           "CONSOLIDATED EBITDA" means, in relation to any accounting period of
           the Group, the profit/loss of the Group on ordinary activities before
           tax and after exceptional items but after adding back:

           (i)       amortisation of goodwill and other intangible assets;


           (ii)      depreciation;


           (iii)     losses on fixed asset disposals;


           (iv)      exceptional losses of the Group (including for the
                     avoidance of doubt all compensation charges in respect of
                     share options and in respect of changes in the relative
                     equity ownership of certain employees of the Group as
                     referred to in the IPO prospectus);

           (v)       Consolidated Borrowing Costs (net of capitalised interest
                     and dividends on redeemable shares);


           (vi)      interest payable by associates and joint ventures;


           (vii)     the Group's share of operating losses arising in associates
                     and joint ventures; and


           (viii)    the Group's share of exceptional losses arising in
                     associates and joint ventures


           and after deducting:


           (ix)      interest receivable and other similar income;


           (x)       income from fixed asset investments;


           (xi)      gains on fixed asset disposals;


           (xii)     exceptional gains of the Group;


           (xiii)    interest receivable by associates and joint ventures;


           (xiv)     the Group's share of operating profits arising in
                     associates and joint ventures; and


           (xv)      the Group's share of exceptional profits arising in
                     associates and joint ventures.


           provided that no amount included, added or deducted shall be taken
           into account more than once in calculating Consolidated EBITDA.

                                       50
<PAGE>

           "CONSOLIDATED EBITDAR" means, in relation to any accounting period of
           the Group, the profit/loss of the Group on ordinary activities before
           tax and after exceptional items but after adding back:

           (i)       amortisation of goodwill and other intangible assets;


           (ii)      depreciation;


           (iii)     losses on fixed asset disposals;


           (iv)      exceptional losses of the Group (including for the
                     avoidance of doubt all compensation charges in respect of
                     share options and in respect of changes in the relative
                     equity ownership of certain employees of the Group as
                     referred to in the IPO prospectus);

           (v)       Consolidated Borrowing Costs (net of capitalised interest
                     and dividends on redeemable shares);


           (vi)      interest payable by associates and joint ventures;


           (vii)     the Group's share of operating losses arising in associates
                     and joint ventures;


           (viii)    the Group's share of exceptional losses arising in
                     associates and joint ventures; and


           (ix)      Rents

           and after deducting:


           (x)       interest receivable and other similar income;


           (xi)      income from fixed asset investments;


           (xii)     gains on fixed asset disposals;


           (xiii)    exceptional gains of the Group;


           (xiv)     interest receivable by associates and joint ventures;


           (xv)      the Group's share of operating profits arising in
                     associates and joint ventures; and


           (xvi)     the Group's share of exceptional profits arising in
                     associates and joint ventures.


           provided that no amount included, added or deducted shall be taken
           into account more than once in calculating Consolidated EBITDAR.

           "CREDIT BALANCES" means cash balances of the Group held by any Lender
           or Approved Financier.

           "DIVIDENDS" means, in relation to any accounting period of the Group,
           all dividends on the Company's Common and Preferred stock:

           "RENTS" means for any relevant period all rental payments on
           operational or Finance Leases during such period, net of rental
           income.

22         GENERAL UNDERTAKINGS

                                       51
<PAGE>

           The undertakings in this Clause 22 remain in force from the Drawdown
           Date for so long as any amount is outstanding under the Finance
           Documents or any Commitment is in force.

22.1       POSITIVE UNDERTAKINGS

22.1.1     Use of Facilities

           The Company shall use and shall procure that the other Borrowers
           shall use the Facilities only for the relevant Specified Purposes.

22.1.2     Notification of defaults etc


           The Company undertakes to notify the Lender of:

           (a)       any Default or Event of Default immediately upon becoming
                     aware of its occurrence;


           (b)       any litigation, arbitration or administrative proceedings
                     or claims in which any Material Company is concerned or to
                     which it is a party involving a sum in excess of $250,000
                     immediately upon becoming aware that it is so concerned or
                     on becoming a party;

           (c)       any Security (other than a Permitted Security Interest)
                     attaching to any of the assets of any Material Company; and

           (d)       any company becoming or ceasing to be a Material Company.


22.1.3     The Company undertakes to the Agent and the other Finance Parties
           that it shall, and it shall procure that each Material Company shall,
           save with the prior written consent of the Agent:

           (a)       Insurances: effect and maintain such insurance over its
                     assets and business in such manner and to such extent as is
                     reasonable and customary for a business engaged in the same
                     or a similar activity and the same or similar localities to
                     it (subject always to the terms of any Security Document)
                     and shall maintain such policies of insurance in full force
                     and effect and comply with all its obligations relating
                     thereto;

           (b)       Banking: maintain and continue to maintain its current
                     accounts, exchange, interest hedging and electronic and
                     transmission banking business with the Approved Financiers;


           (c)       Tax: pay and discharge all Taxes and governmental charges
                     payable by or assessed upon it prior to the date on which
                     the same become overdue or before any material penalty is
                     incurred, unless and to the extent that such Taxes shall be
                     contested in good faith by appropriate proceedings, pending
                     determination of which payment may be lawfully withheld,
                     and there shall be set aside adequate reserves with respect
                     to such Taxes or charges so contested in accordance with
                     GAAP;

           (d)       Security: procure each Material Company shall grant Full
                     Group Security and in such form as the Security Trustee for
                     the Agents and the Lenders, may reasonably specify and
                     shall take all such steps, sign all such documents in
                     relation to such security and give all such assurances as
                     may be necessary to protect such security and ensure
                     compliance with its obligations thereunder;

                                       52
<PAGE>

           (e)       Licences: at all times have and keep in force all licences,
                     consents, permits and authorisations required:


                     (i)        for the conduct of its business, trade and
                                ordinary activities generally where failure to
                                comply or failure to obtain and maintain, as the
                                case may be, is reasonably likely to have a
                                Material Adverse Effect; and

                     (ii)       to enable it to perform its obligations under
                                the Finance Documents; and


                     (iii)      will upon request provide to the Agent a copy of
                                such licences, consents, permits and
                                authorisations, and will operate its business in
                                accordance with all applicable rules,
                                regulations and codes of good practice;

           (f)       Transactions with Non-Material Companies: ensure that all
                     transactions with non-Material Companies (other than the
                     provision of Permitted Financial Indebtedness) whether or
                     not otherwise permitted hereunder are on arms length
                     commercial terms;


           (g)       Environmental Compliance: do all things necessary lawfully
                     to comply with and to ensure compliance by all of its and
                     their officers, employees and other persons with all
                     Environmental Laws and Environmental Licences in all
                     material respects and promptly on:


                     (i)        receipt of any communication alleging a breach
                                of Environmental Laws and/or Environmental
                                Licences; and/or

                     (ii)       becoming aware of any such breach or any claim
                                relating to Environmental Laws and/or
                                Environmental Licences or to any such breach;


           (in either case likely to result in a liability in excess of
           $250,000) notify the Agent of that event and of the steps it is
           taking (and hereby agrees to take) to prevent, remove or mitigate
           that event;

           (h)        Environmental Indemnity: indemnify the Finance Parties,
                      any receiver appointed by the Security Trustee and their
                      respective officers, employees and agents against all
                      costs and reasonable expenses suffered or incurred by them
                      (save in the case of such party's own gross negligence or
                      wilful default) which arise as a result of:


                     (i)        any actual or threatened breach of Environmental
                                Law by it;


                     (ii)       any actual or threatened release or exposure to
                                a Dangerous Substance on, at or from the
                                premises or operations of any member of the
                                Group; or


                     (iii)      any actual or threatened claim referred to in
                                (h) above;


           (i)        Maintain Intellectual Property: preserve its Intellectual
                      Property Rights and observe all covenants and stipulations
                      affecting them where any failure to do so is likely or
                      reasonably likely to have a Material Adverse Effect;


           (j)       Dormant Companies: unless the terms of Clause 22.1.3(k)
                     are complied with, procure that none of the companies
                     listed in Part 2 of Schedule 13 ceases to be a Dormant
                     Company, other than as a result of a liquidation of any
                     such company which would not be an Event of Default, and do
                     not acquire any assets which would make them a Material
                     Company and do not assume any liabilities;

                                       53
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           (k)        Non-material Companies: procure that any member of the
                      Group which becomes a Material Company shall within 20
                      Business Days thereafter become an Obligor hereunder and
                      grant Full Group Security;


           (l)        Hedging: within a reasonable period following first
                      drawdown hereunder and at all times thereafter enter into
                      such arrangements as the Agent and the Company may agree
                      are to be required in order to hedge against the Group's
                      exposure to fluctuation of interest rates. All such
                      arrangements with the Hedging Counterparty shall
                      constitute obligations secured by the Full Group Security;

           (m)        Compliance with laws: comply in all respects with all laws
                      to which it may be subject, if failure to do so would have
                      a Material Adverse Effect;


           (n)       ERISA:


                     (i)        comply in all material respects with all
                                applicable provisions of ERISA and the
                                regulations and published interpretations
                                thereunder with respect to all Employee Benefit
                                Plans;


                     (ii)       not take any action or fail to take action the
                                result of which would reasonably be expected to
                                be a material liability to the PBGC or to a
                                Multiemployer Plan (other than to pay premiums
                                or make contributions in the ordinary course);

                     (iii)      not participate in any non-exempt prohibited
                                transaction that would result in any material
                                penalty under ERISA or tax under the Code;



                     (iv)       furnish to the Administrative Agent upon the
                                Administrative Agent's request such additional
                                information about any Pension Plan as may be
                                reasonably requested by the Administrative
                                Agent.

           (o)        Reports: provide the Agent annually with an Insurance
                      Report;


22.2       NEGATIVE UNDERTAKINGS

22.2.1     The Company undertakes it shall not, and it shall procure that, save
           with the prior written consent of the Agent, none of the Material
           Companies will:

           (a)        Negative Pledge: create or permit to subsist (with the
                      exception of any Permitted Security Interest) any Security
                      on the whole or any part of its present or future assets,
                      property or revenue;


           (b)        Financial Indebtedness: incur or permit to subsist any
                      Financial Indebtedness other than Permitted Financial
                      Indebtedness;


           (c)        Loans: make any loans or grant any credit to or for the
                      benefit of any person other than:


                     (i)        amounts of credit allowed by the relevant
                                Material Company in the normal course of its
                                trading activities; or


                     (ii)       loans made by one Obligor to another Obligor; or


                     (iii)      loans made by a Group Company which is not an
                                Obligor to another such Group Company; or

                                       54
<PAGE>

                     (iv)       loans made by a Group Company to its employees
                                where such loans do not, when aggregated with
                                all such loans made by all Group Companies,
                                exceed $250,000 at any time; or

                     (v)        any loan which constitutes Permitted Financial
                                Indebtedness


           (d)       Change of Business: make or threaten to make any material
                     change in the nature or scope of its business except to the
                     extent that the nature of such business is one presently
                     conducted or is ancillary to one conducted by another
                     Material Company but provided that the overall nature of
                     the Group's business shall not materially change from that
                     as presently conducted;

           (e)       Disposals: (whether by a single transaction or a member of
                     related or unrelated transactions and whether at the same
                     time or over a period of time) sell, transfer, lease or
                     otherwise dispose of or cease to exercise direct control
                     over all or any part of its undertaking, assets or revenues
                     or any interest thereon or the right to receive or be paid
                     the same or agree or attempt to do so, save that this
                     restriction shall not apply to any Permitted Disposal;

           (f)       Acquisitions: utilise Facility B, directly or indirectly to
                     acquire or make any investment in (regardless of the source
                     of proceeds) any companies, joint ventures or partnerships
                     or to acquire any businesses (or interests therein), unless
                     each of the following three conditions is met namely
                     (first) no Default or Event of Default has occurred and is
                     continuing, and such acquisition will not cause a Default
                     or Event of Default; (second) the part of the consideration
                     in relation to such transaction financed other than by the
                     issue of shares by the Company is less than $25,000,000,
                     and (third) the consent of stockholders is not required
                     pursuant to the rules of (a) the jurisdiction in which the
                     Company is incorporated or (b) the national securities
                     exchange on which the common stock of the Company is listed
                     or the Nasdaq National Market, as the case may be;


           (g)       Constitutional Documents: amend or consent to the amendment
                     of any provision of its memorandum or articles of
                     association or equivalent constitutional documents in any
                     way which is adverse to the interests of any Finance Party
                     under the Finance Documents;


           (h)       Merger: merge or consolidate with any other person other
                     than an Obligor (unless pursuant to a reconstruction or
                     amalgamation previously approved in writing by the Agent or
                     pursuant to a merger under an acquisition permitted under
                     paragraph (f) above provided the lenders' security
                     interests are not adversely affected thereby);

           (i)       Redemptions: redeem, purchase or otherwise acquire for
                     consideration any shares or warrants issued by it or set
                     apart any sum for any such purpose or otherwise reduce its
                     capital in each case for a total aggregate consideration in
                     respect of all such transactions of more than $2,500,000;


           (j)       Accounting Policies: it will not adopt any accounting
                     policy or change the consistency of application of its
                     accounting principles from the Appropriate Accounting
                     Principles unless:


                     (i)        the revised policy and practice adopted from
                                time to time is in accordance with GAAP; and


                                       55
<PAGE>

                     (ii)       provided that prior to any revised policy and
                                practice being adopted the Company will notify
                                the Agent thereof and, if required by the Agent,
                                will negotiate in good faith with the Agent in
                                order that the financial covenants set out in
                                Clause 21 may be amended as required by the
                                Agent acting reasonably in order for the Finance
                                Parties to be able to make the same judgements
                                as to the financial performance of the Group as
                                they are able to under the present accounting
                                policy provided that if such negotiations are
                                not concluded to the satisfaction of the Agent
                                within a period of 30 days from the commencement
                                of such negotiations the Company agrees that it
                                will provide either financial statements on the
                                same basis as before or provide financial
                                statements containing a statement reconciling
                                the previous and the then current accounting
                                policy in order that the Finance Parties may
                                determine the financial condition of the Group
                                having regard to the terms of this Agreement;


           (k)       Fiscal Year: change its fiscal year end from a twelve month
                     period ending on 31 December (or permit any of its
                     Subsidiaries to do so) or change its Auditors except to
                     another firm of international repute and provided that such
                     new Auditors have satisfied the Agent that they would be
                     able to and would provide the information and documentation
                     required of the Auditors under this Agreement;

           (l)       Tax residence: change its place of residence for tax
                     purposes;


           (m)       Dividends: declare or pay, directly or indirectly, any
                     Dividends other than in favour of an other Obligor which is
                     a wholly owned Subsidiary of the Company;


           (n)       Bank Accounts: open or maintain any account for banking
                     purposes other than with a Lender or an Approved Financier;


           (o)       Amendments to Documents: amend or waive any provisions of
                     the Articles which have, or would be likely to have, an
                     adverse effect on the interests of any Finance Party under
                     the Finance Documents;


           (p)       Hedging: enter into any arrangements for the hedging of its
                     exposure to floating interest rates other than in terms of
                     the Hedging Agreements;


           (q)       Payment of Indebtedness: repay, prepay or otherwise satisfy
                     any indebtedness owed by it to any member of the Group
                     other than an Obligor if the aggregate of all such
                     repayments and the like would exceed $250,000;


23         EVENTS OF DEFAULT

23.1       NON-PAYMENT

           An Obligor fails to pay any amount of principal or interest payable
           by it under a Finance Document at the place and in the currency and
           funds in which it is expected to be payable on demand, if so payable,
           or on its due date or if such non-payment is caused by any technical
           malfunction in the banking system (as the same may be determined by
           the Agent or Lenders) within 3 Business Days after such demand or due
           date or fails to pay any other such amount within 3 Business Days of
           its due date; or

23.2       CERTAIN OBLIGATIONS

           If an Obligor fails to comply with any of the provisions of Clauses
           21, and 22.2.1(a), (b), (c), (i), (l) or (m) of this Agreement; or

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<PAGE>

23.3       OTHER OBLIGATIONS

           An Obligor fails to comply with any of the covenants or undertakings
           under any Finance Document (other than the obligations referred to in
           Clauses 23.1 and 23.2) and, if that breach is capable of remedy it is
           not remedied within ten Business Days after notice of that breach has
           been given by the Agent to the Company; or

23.4       MISREPRESENTATION

           Any representation or warranty or statement by any Obligor in any
           Finance Document or in any notice or other document, certificate or
           statement delivered pursuant thereto or in connection therewith or
           repeated at any time in accordance with the terms thereof is or
           proves to have been incorrect in any material respect when made or
           when deemed to be repeated; or

23.5       CROSS DEFAULT

           Any Material Company defaults in the performance of any other
           agreement in respect of or relating to Financial Indebtedness in
           excess of, in aggregate $300,000, so as to accelerate or render
           capable of acceleration the due date of payment or repayment
           thereunder or any such Financial Indebtedness is not repaid or paid
           in full on the due date or repayment of any such Financial
           Indebtedness is due on demand and is not paid in full forthwith on
           such demand being made or any undrawn facilities in excess of such
           amount (when aggregated with any other such amounts) are withdrawn by
           any creditor by reason of default or financial difficulties on the
           part of such Material Company; or

23.6       INABILITY TO PAY DEBTS


           Any Material Company is unable or admits its inability to pay its
           debts or otherwise suspends making payments to all or any class of
           its respective creditors or announces an intention to do so or begins
           negotiations with any creditor with a view to the general
           readjustment or rescheduling of all or any class of its Financial
           Indebtedness or proposes or enters into any composition or other
           arrangement for the benefits of its creditors generally or any class
           of creditors; or

23.7       LEGAL PROCESS

           Any distress, execution, arrestment, attachment, inhibition or other
           diligence or legal process affects any asset of any Material Company
           in respect of a liability in excess of $250,000 (or its equivalent),
           other than any such distress, execution, arrestment, attachment,
           inhibition or other diligence or legal process which is contested in
           good faith and is fully discharged within 14 Business Days (or in
           respect of such proceedings arising in the USA 45 days); or

23.8       INSOLVENCY PROCEEDINGS

           Any person takes any action or any legal proceedings are started or
           other steps taken (including the presentation of a petition but
           excluding any vexatious actions or proceedings or ones being disputed
           in good faith on the basis of all appropriate legal advice and which
           are discharged within 21 days of commencement) for:

           (a)       any Group Company to be adjudicated or found insolvent;


           (b)       the winding up or dissolution of any Group Company other
                     than:

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<PAGE>


                      (i)        for the purpose of a solvent reconstruction or
                                 amalgamation the terms of which have previously
                                 been approved by the Agent in writing; or


                      (ii)       a winding up petition which is proved to the
                                 satisfaction of the Agent acting reasonably to
                                 be frivolous or vexatious and which is
                                 discharged within 21 days of its presentation
                                 and before it is advertised; or

           In the event that any of the foregoing or an event described in
           paragraph (c) below occurs in respect of a Group Company that is not
           a Material Company the Company shall be entitled to make
           representation to the Agent explaining the circumstances giving rise
           to such events. The Agent shall not be under any obligation to waive
           the Event of Default otherwise occurring nor to delay or avoid taking
           any action pursuant thereto whether or not such representations have
           been or may be made.

           (c)       the appointment of a trustee, receiver, administrative
                     receiver or similar office in respect of any Group Company
                     or any of its assets.


23.9       ADMINISTRATION

           An application is made to the court for an administration order under
           the Insolvency Act 1986 against any member of the Group; or

23.10      REPOSSESSION OF GOODS

           Any other creditor(s) repossess any goods in the possession of any
           Material Company under any hire purchase, conditional sale, leasing,
           retention of title or similar agreement and such steps have a
           Material Adverse Effect on the business assets or financial condition
           of any Material Company; or

23.11      ANALOGOUS PROCEEDINGS

           Any condition, event or action is taken, occurs or exists under the
           laws of any other country or political subdivision thereof, to the
           jurisdiction of which any member of the Group or its respective
           assets or revenues is subject, which has a substantially equivalent
           effect to any of the conditions, events or acts mentioned in Clause
           23.6 to 23.10 (inclusive); or

23.12      DE-LISTING

           After the date of this Agreement the Company ceases to be listed on
           The Nasdaq National Market; or


23.13      LITIGATION

           Any Material Company becomes subject to any litigation, arbitration
           or administrative, proceeding which in the reasonable opinion of the
           Agent (having regard to the circumstances of such litigation,
           arbitration or administrative proceeding and to any legal opinion or
           advice taken by the Agent or provided to the Agent by the Company) is
           likely to be adversely determined and, if adversely determined, would
           have a Material Adverse Effect; or

23.14      SUBSIDIARIES

           Any Obligor (other than the Company) ceases to be a wholly owned
           Subsidiary of the Company on or after the first drawdown date save as
           permitted by this Agreement or with the prior written consent of the
           Agent; or

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<PAGE>

23.15      INVALIDITY

           Any provision of this Agreement or the Security Documents which the
           Agent (acting reasonably) considers material is, or becomes for any
           reason, invalid or unenforceable; or

23.16      CHANGE IN NATURE OF BUSINESS

           Any Obligor makes or threatens to make any material change in the
           nature or scope of its business (except to the extent that the nature
           of such business is one presently conducted (or is ancillary to that
           conducted) by another Material Company but provided that the overall
           nature of the Groups business is not materially changed from that a
           presently concluded); or suspends, leases or threatens to suspend all
           or a substantial part of its present business and operations which it
           now conducts directly or indirectly; or

23.17      GOVERNMENT ACTION

           Any governmental authority expropriates or threatens to expropriate
           or nationalise all or a significant part of its assets and the result
           of any of the foregoing will, in the opinion of the Finance Parties
           have a Material Adverse Effect; or

23.18      LICENCES

           Any authorisation, approval, consent, licence, exemption, filing,
           registration or notarisation or other requirement necessary to enable
           any Obligor to perform its material obligations under any Finance
           Document to which it is a party is modified, revoked or withheld or
           does not remain in full force and effect and the same has a Material
           Adverse Effect; or

23.19      QUALIFIED ACCOUNTS

           The Auditors qualify their report to any audited financial statements
           of the Group in any way which is (in the reasonable opinion of the
           Agent) material in the context of the Facilities; or

23.20      ERISA TERMINATION EVENT

           The occurrence of any of the following events if it has or in the
           reasonable opinion of the Agent would have a Material Adverse Effect:

23.20.1    any Borrower, any Group Company or any ERISA Affiliate fails to make
           full payment when due of all amounts which, under the provisions of
           any Pension Plan or Section 412 of the Code, such Borrower,
           Subsidiary or ERISA Affiliate is required to pay as contributions
           thereto;

23.20.2    an accumulated funding deficiency in excess of $250,000 occurs or
           exists, whether or not waived, with respect to any Pension Plan;

23.20.3    a Termination Event; or

23.20.4    any Borrower, any Group Company or any ERISA Affiliate as employers
           under one or more Multiemployer Plan makes a complete or partial
           withdrawal from any such Multiemployer Plan and the plan sponsor of
           such Multiemployer Plans notifies such withdrawing employer that such
           employer has incurred a withdrawal liability requiring payments in an
           amount exceeding $250,000.

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<PAGE>

23.21      MATERIAL ADVERSE EFFECT

           Any adverse change in the business, prospects of financial condition
           of an Obligor occurs which, in the reasonable opinion of the Lenders
           has or is likely to have a Material Adverse Effect.

23.22      ACCELERATION

           On and at any time after the occurrence of an Event of Default which
           is continuing the Agent may, and shall if so directed by the Majority
           Lenders, by notice to the Company:

           (a)       cancel the Total Commitments whereupon they shall
                     immediately be cancelled;


           (b)       declare that all or part of the Loans, together with
                     accrued interest, and all other amounts accrued under the
                     Finance Documents be immediately due and payable, whereupon
                     they shall become immediately due and payable;

           (c)       declare that all or part of the Loans be payable on demand,
                     whereupon they shall immediately become payable on demand
                     by the Agent on the instructions of the Majority Lenders.

24         CHANGES TO THE LENDERS

24.1       ASSIGNMENTS AND TRANSFERS BY THE LENDERS

           Subject to this Clause 24, a Lender (the "EXISTING LENDER") may at
any time:

           (a)       assign any of its rights; or


           (b)       transfer by novation any of its rights and obligations


           to another bank or financial institution (the "NEW LENDER").


24.2       CONDITIONS OF ASSIGNMENT OR TRANSFER

           (a)       The consent of the Company is required for an assignment or
                     transfer by a Lender, unless the assignment or transfer is
                     to another Lender or an Affiliate of a Lender.

           (b)       The consent of the Company to an assignment to transfer
                     must not be unreasonably withheld or delayed. The Company
                     will be deemed to have given its consent five Business Days
                     after the Lender has requested it unless consent is
                     expressly refused by the Company within that time.

           (c)       The consent of the Company to an assignment or transfer
                     must not be withheld solely because the assignment or
                     transfer may result in an increase to the Mandatory Cost.

           (d)       An assignment will only be effective on receipt by the
                     Agent of written confirmation from the New Lender (in form
                     and substance satisfactory to the Agent) that the New
                     Lender will assume the same obligations to the other
                     Finance Parties as it would have been under if it was an
                     Original Lender.

           (e)       A transfer will only be effective if the procedure set out
                     in Clause 24.5 (Procedure for transfer) is complied with.


           (f)       If:

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<PAGE>


                     (i)        a Lender assigns or transfers any of its rights
                                or obligations under the Finance Documents or
                                changes its Facility Office; and


                     (ii)       as a result of circumstances existing at the
                                date the assignment, transfer or change occurs,
                                an Obligor would be obliged to make a payment to
                                the New Lender or Lender acting through its new
                                Facility Office under Clause 3 (Tax gross-up and
                                indemnities) or Clause 4 (Increased Costs);

           then the New Lender or Lender acting through its new Facility Office
           is only entitled to receive payment under those Clauses to the same
           extent as the Existing Lender or Lender acting through its previous
           Facility Office would have been if the assignment, transfer or change
           had not occurred.

24.3       ASSIGNMENT OR TRANSFER FEE

           The New Lender shall, on the date upon which an assignment or
           transfer takes effect, pay to the Agent (for its own account) such
           fee as may be agreed.

24.4       LIMITATION OF RESPONSIBILITY OF EXISTING LENDERS

           (a)       Unless expressly agreed to the contrary, an Existing Lender
                     makes no representation or warranty and assumes no
                     responsibility to a New Lender for:

                     (i)        the legality, validity, effectiveness, adequacy
                                or enforceability of the Finance Documents or
                                any other documents;


                     (ii)       the financial condition of any Obligor;


                     (iii)      the performance and observance by any Obligor of
                                its obligations under the Finance Documents or
                                any other documents; or


                     (iv)       the accuracy of any statements (whether written
                                or oral) made in or in connection with any
                                Finance Document or any other document;


           and any representations or warranties implied by law are excluded.


           (b)        Each New Lender confirms to the Existing Lender and the
                      other Finance Parties that it:


                     (i)        has made (and shall continue to make) its own
                                independent investigation and assessment of the
                                financial condition and affairs of each Obligor
                                and its related entities in connection with its
                                participation in this Agreement and has not
                                relied exclusively on any information provided
                                to it by the Existing Lender in connection with
                                any Finance Document; and

                     (ii)       will continue to make its own independent
                                appraisal of the creditworthiness of each
                                Obligor and its related entities whilst any
                                amount is or may be outstanding under the
                                Finance Documents or any Commitment is in force;

           (c)       Nothing in any Finance Document obliges an Existing Lender
                     to:


                     (i)        accept a re-transfer from a New Lender of any of
                                the rights and obligations assigned or
                                transferred under this Clause 24; or


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<PAGE>

                     (ii)       support any losses directly or indirectly
                                incurred by the New Lender by reason of the
                                non-performance by any Obligor of its
                                obligations under the Finance Documents or
                                otherwise.

24.5       PROCEDURE FOR TRANSFER

           (a)       Subject to the conditions set out in Clause 24.2
                     (Conditions of assignment or transfer) a transfer is
                     effected in accordance with paragraph (b) below when the
                     Agent executes an otherwise duly completed Transfer
                     Certificate delivered to it by the Existing Lender and the
                     New Lender. The Agent shall, as soon as reasonably
                     practicable after receipt by it of a duly completed
                     Transfer Certificate appearing on its face to comply with
                     the terms of this Agreement and delivered in accordance
                     with the terms of this Agreement, execute that Transfer
                     Certificate.

           (b)       On the Transfer Date:


                     (i)        to the extent that in the Transfer Certificate
                                the Existing Lender seeks to transfer by
                                novation its rights and obligations under the
                                Finance Documents each of the Obligors and the
                                Existing Lender shall be released from further
                                obligations towards one another under the
                                Finance Documents and their respective rights
                                against one another shall be cancelled (being
                                the "DISCHARGED RIGHTS AND OBLIGATIONS");

                     (ii)       each of the Obligors and the New Lender shall
                                assume obligations towards one another and/or
                                acquire rights against one another which differ
                                from the Discharged Rights and Obligations only
                                insofar as that Obligor and the New Lender have
                                assumed and/or acquired the same in place of
                                that Obligor and the Existing Lender;

                     (iii)      the Agent, the Arranger, the New Lender and
                                other Lenders shall acquire the same rights and
                                assume the same obligations between themselves
                                as they would have acquired and assumed had the
                                New Lender been an Original Lender with the
                                rights and/or obligations acquired or assumed by
                                it as a result of the transfer and to that
                                extent the Agent, the Arranger and the Existing
                                Lender shall each be released from further
                                obligations to each other under this Agreement;
                                and

                     (iv)       the New Lender shall become a Party as a
                                "LENDER".


24.6       DISCLOSURE OF INFORMATION

           Any Lender may disclose to any of its Affiliates and any other
person:

           (a)        to (or through) whom that Lender assigns or transfers (or
                      may potentially assign or transfer) all or any of its
                      rights and obligations under this Agreement;


           (b)        with (or through) whom that Lender enters into (or may
                      potentially enter into) any sub-participation in relation
                      to, or any other transaction under which payments are to
                      be made by reference to, this Agreement or any Obligor; or

           (c)        to whom, and to the extent that, information is required
                      to be disclosed by any applicable law or regulation,


                                       62
<PAGE>

           any information about any Obligor, the Group and the Finance
           Documents as that Lender shall consider appropriate if, in relation
           to paragraphs (a) and (b) above, the person to whom the information
           is to be given has entered into a Confidentiality Undertaking.

24.7       SYNDICATION

24.7.1     Obligors' undertakings

           The Obligors acknowledge that syndication of the Facilities will take
           place and undertake to take reasonable steps to assist and co-operate
           with the Agent in syndication by, among other things:

           (a)        co-operating with site visits by the Lenders and persons
                      invited by the Agent and/or any Lender to participate in
                      the Facilities (each such person, a "PROPOSED SYNDICATE
                      Lender");

           (b)        participating in presentations to the Proposed Syndicate
                      Lenders concerning the Group Companies and their
                      activities;


           (c)        using reasonable endeavours to obtain appropriate
                      authorisations from the Auditors, other accountants,
                      consultants and professional advisers to release for the
                      benefit of the Proposed Syndicate Lenders any information
                      addressed to any Finance Party;

           (d)        refraining from making any statement, announcement or
                      publication or doing any act or thing which is designed to
                      obstruct syndication in any way;


           (e)        providing the Proposed Syndicate Lenders with such
                      information relating to the Group Companies and their
                      activities as the Proposed Syndicate Lenders reasonably
                      request;

           (f)        assisting the Agent and each Lender in the preparation and
                      review of any information which the Agent and/or a Lender
                      reasonably requires for the purposes of syndication;

           (g)        passing on to the Agent any enquiries received by them
                      from potential Lenders;


           (h)        agreeing to amendments to the Finance Documents of an
                      administrative or technical nature or to correct
                      typographical or clerical errors; and


           (i)        instructing (at its cost) such additional diligence as may
                      be agreed by the Agent and the Company (each acting
                      reasonably and in good faith), a Lender or a Proposed
                      Syndicate Lender.

24.8       COSTS OF SYNDICATION

           All reasonable legal costs and expenses payable by the Agent or any
           other Finance Party in connection with any syndication will be
           reimbursed by the Company to the Agent on demand by the Agent
           together with value added tax (if any).

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25       CHANGES TO THE OBLIGORS

25.1     ASSIGNMENTS AND TRANSFER BY OBLIGORS


         No Obligor may assign any of its rights or transfer any of its rights
         or obligations under the Finance Documents.

25.2     ADDITIONAL BORROWERS

         (a)      The Company may request that any of its wholly owned
                  Subsidiaries becomes an Additional Borrower. That Subsidiary
                  shall become an Additional Borrower if:

                  (i)      all the Lenders approve the addition of that
                           Subsidiary;

                  (ii)     the Company delivers to the Agent a duly completed
                           and executed Accession Letter;

                  (iii)    the Company confirms that no Default is continuing or
                           would occur as a result of that Subsidiary becoming
                           an Additional Borrower; and

                  (iv)     the Agent has received all of the documents and other
                           evidence listed in Part II of Schedule 2 (Conditions
                           precedent) in relation to that Additional Borrower,
                           each in form and substance satisfactory to the Agent.

         (b)      The Agent shall notify the Company and the Lenders promptly
                  upon being satisfied that it has received (in form and
                  substance satisfactory to it) all the documents and other
                  evidence listed in Part II of Schedule 2 (Conditions
                  precedent).

25.3     RESIGNATION OF A BORROWER

         (a)      The Company may request that a Borrower (other than the
                  Company) ceases to be a Borrower by delivering to the Agent a
                  Resignation Letter.

         (b)      The Agent shall accept a Resignation Letter and notify the
                  Company and the Lenders of its acceptance if:

                  (i)      no Default is continuing or would result from the
                           acceptance of the Resignation Letter (and the Company
                           has confirmed this is the case); and

                  (ii)     the Borrower is under no actual or contingent
                           obligations as a Borrower under any Finance
                           Documents,

         whereupon that company shall cease to be a Borrower and shall have no
         further rights or obligations under the Finance Documents.

25.4     ADDITIONAL GUARANTORS

         (a)      The Company may request that any of its wholly owned
                  Subsidiaries become an Additional Guarantor. That Subsidiary
                  shall become an Additional Guarantor if:

                  (i)      the Company delivers to the Agent a duly completed
                           and executed Accession Letter; and


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                  (ii)     the Agent has received all of the documents and other
                           evidence listed in Part II of Schedule 2 (Conditions
                           precedent) in relation to that Additional Guarantor,
                           each in form and substance satisfactory to the Agent.

         (b)      The Agent shall notify the Company and the Lenders promptly
                  upon being satisfied that it has received (in form and
                  substance satisfactory to it) all the documents and other
                  evidence listed in Part II of Schedule 2 (Conditions
                  precedent).

25.5     REPETITION OF REPRESENTATIONS


         Delivery of an Accession Letter constitutes confirmation by the
         relevant Subsidiary that the Repeating Representations are true and
         correct in relation to it as at the date of delivery as if made by
         reference to the facts and circumstances then existing.

25.6     RESIGNATION OF A GUARANTOR

         (a)      The Company may request that a Guarantor (other than the
                  Company) ceases to be a Guarantor by delivering to the Agent a
                  Resignation Letter.

         (b)      The Agent shall accept a Resignation Letter and notify the
                  Company and the Lenders of its acceptance if:

                  (i)      no Default is continuing or would result from the
                           acceptance of the Resignation Letter (and the Company
                           has confirmed this is the case);

                  (ii)     all the Lenders have consented to the Company's
                           request;

26       ROLE OF THE AGENT THE SECURITY TRUSTEE AND THE ARRANGER

26.1     APPOINTMENT OF THE AGENT

         (a)      Each of the Arranger and the Lenders appoints the Agent to act
                  as its agent under and in connection with the Finance
                  Documents.

         (b)      Each of the Arranger and the Lenders authorises the Agent to
                  exercise the rights, powers, authorities and discretions
                  specifically given to the Agent under or in connection with
                  the Finance Documents together with any other incidental
                  rights, powers, authorities and discretions.

26.2     DUTIES OF THE AGENT

         (a)      The Agent shall promptly forward to a Party the original or a
                  copy of any document which is delivered to the Agent for that
                  Party by any other Party.

         (b)      If the Agent receives notice from a Party referring to this
                  Agreement, describing a Default and stating that the
                  circumstance described is a Default, it shall promptly notify
                  the Lenders.

         (c)      The Agent shall promptly notify the Lenders of any Default
                  arising under Clause 23.1 (Non-payment).

         (d)      The Agent's duties under the Finance Documents are solely
                  mechanical and administrative in nature.

26.3     ROLE OF THE ARRANGER


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         Except as specifically provided in the Finance Documents, the Arranger
         has no obligations of any kind to any other Party under or in
         connection with any Finance Document.

26.4     NO FIDUCIARY DUTIES

         (a)      Nothing in this Agreement constitutes the Agent or the
                  Arranger as a trustee or fiduciary of any other person;

         (b)      Neither the Agent nor the Arranger shall be bound to account
                  to any Lender for any sum or the profit element of any sum
                  received by it for its own account.

26.5     BUSINESS WITH THE GROUP


         The Agent and the Arranger may accept deposits from, lend money to and
         generally engage in any kind of banking or other business with any
         member of the Group.

26.6     RIGHTS AND DISCRETIONS OF THE AGENT

         (a)      The Agent may rely on:

                  (i)      any representation, notice or document believed by it
                           to be genuine, correct and appropriately authorised;
                           and

                  (ii)     any statement made by a director, authorised
                           signatory or employee of any person regarding any
                           matters which may reasonably be assumed to be within
                           his knowledge or within his power to verify.

         (b)      The Agent may assume (unless it has received notice to the
                  contrary in its capacity as agent for the Lenders) that:

                  (i)      no Default has occurred (unless it has actual
                           knowledge of a Default arising under Clause 23.1
                           (Non-payment));

                  (ii)     any right, power, authority or discretion vested in
                           any Party or the Majority Lenders has not been
                           exercised; and

                  (iii)    any notice or request made by the Company (other than
                           a Utilisation Request or Selection Notice) is made on
                           behalf of and with the consent and knowledge of all
                           the Obligors.

         (c)      The Agent may engage, pay for and rely on the advice or
                  services of any lawyers, accountants, surveyors or other
                  experts.

         (d)      The Agent may act in relation to the Finance Documents through
                  its personnel and agents.

26.7     MAJORITY LENDERS' INSTRUCTIONS

         (a)      Unless a contrary indication appears in a Finance Document,
                  the Agent shall (a) act in accordance with any instructions
                  given to it by the Majority Lenders (or, if so instructed by
                  the Majority Lenders, refrain from acting or exercising any
                  right, power, authority or discretion vested in it as Agent)
                  and (b) not be liable for any act (or omission) if it acts (or
                  refrains from taking any action) in accordance with such an
                  instruction of the Majority Lenders.


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         (b)      Unless a contrary indication appears in a Finance Document,
                  any instructions given by the Majority Lenders will be binding
                  on all the Lenders and the Arranger.

         (c)      The Agent may refrain from acting in accordance with the
                  instructions of the Majority Lenders (or, if appropriate, the
                  Lenders) until it has received such security as it may require
                  for any cost, loss or liability (together with any associated
                  VAT) which it may incur in complying with the instructions.

         (d)      In the absence of instructions from the Majority Lenders, (or,
                  if appropriate, the Lenders) the Agent may act (or refrain
                  from taking action) as it considers to be in the best interest
                  of the Lenders.

         (e)      The Agent is not authorised to act on behalf of a Lender
                  (without first obtaining that Lender's consent) in any legal
                  or arbitration proceedings relating to any Finance Document.

26.8     RESPONSIBILITY FOR DOCUMENTATION

         Neither the Agent nor the Arranger:

         (a)      is responsible for the adequacy, accuracy and/or completeness
                  of any information (whether oral or written) supplied by the
                  Agent, the Arranger, an Obligor or any other person given in
                  or in connection with any Finance Document or the Information
                  Memorandum; or

         (b)      is responsible for the legality, validity, effectiveness,
                  adequacy or enforceability of any Finance Document or any
                  other agreement, arrangement or document entered into, made or
                  executed in anticipation of or in connection with any Finance
                  Document.

26.9     EXCLUSION OF LIABILITY

         (a)      Without limiting paragraph (b) below, the Agent will not be
                  liable for any action taken by it under or in connection with
                  any Finance Document, unless directly caused by its gross
                  negligence or wilful misconduct.

         (b)      No Party may take any proceedings against any officer,
                  employee or agent of the Agent in respect of any claim it
                  might have against the Agent or in respect of any act or
                  omission of any kind by that officer, employee or agent in
                  relation to any Finance Document and any officer, employee or
                  agent of the Agent may rely on this Clause.

         (c)      The Agent will not be liable for any delay (or any related
                  consequences) in crediting an account with an amount required
                  under the Finance Documents to be paid by the Agent if the
                  Agent has taken all necessary steps as soon as reasonably
                  practicable to comply with the regulations or operating
                  procedures of any recognised clearing or settlement system
                  used by the Agent for that purpose.

26.10    LENDERS' INDEMNITY TO THE AGENT


         Each Lender shall (in proportion to its share of the Total Commitments
         or, if the Total Commitments are then zero, to its share of the Total
         Commitments immediately prior to their reduction to zero) indemnify the
         Agent, within three Business Days of demand, against any cost, loss or
         liability incurred by the Agent (otherwise than by reason of the
         Agent's


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         gross negligence or wilful misconduct) in acting as Agent under the
         Finance Documents (unless the Agent has been reimbursed by an Obligor
         pursuant to a Finance Document).

26.11    RESIGNATION OF THE AGENT

         (a)      The Agent may resign and appoint one of its Affiliates acting
                  through an office in the United Kingdom as successor by giving
                  notice to the Lenders and the Company.

         (b)      Alternatively the Agent may resign by giving notice to the
                  Lenders and the Company, in which case the Majority Lenders
                  (after consultation with the Company) may appoint a successor
                  Agent.

         (c)      If the Majority Lenders have not appointed a successor Agent
                  in accordance with paragraph (b) above within 30 days after
                  notice of resignation was given, the Agent (after consultation
                  with the Company) may appoint a successor Agent (acting
                  through an office in the United Kingdom).

         (d)      The retiring Agent shall, at its own cost, make available to
                  the successor Agent such documents and records and provide
                  such assistance as the successor Agent may reasonably request
                  for the purposes of performing its functions as Agent under
                  the Finance Documents.

         (e)      The Agent's resignation notice shall only take effect upon the
                  appointment of a successor.

         (f)      Upon the appointment of a successor, the retiring Agent shall
                  be discharged from any further obligation in respect of the
                  Finance Documents but shall remain entitled to the benefit of
                  this Clause 26. Its successor and each of the other Parties
                  shall have the same rights and obligations amongst themselves
                  as they would have had if such successor had been an original
                  Party.

         (g)      After consultation with the Company, the Majority Lenders may,
                  by notice to the Agent, require it to resign in accordance
                  with paragraph (b) above. In this event, the Agent shall
                  resign in accordance with paragraph (b) above.

26.12    CONFIDENTIALITY

         (a)      In acting as agent for the Finance Parties, the Agent shall be
                  regarded as acting through its agency division which shall be
                  treated as a separate entity from any other of its divisions
                  or departments.

         (b)      If information is received by another division or department
                  of the Agent, it may be treated as confidential to that
                  division or department and the Agent shall not be deemed to
                  have notice of it.

         (c)      Notwithstanding any other provision of any Finance Document to
                  the contrary, neither the Agent nor the Arranger are obliged
                  to disclose to any other person (i) any confidential
                  information or (ii) any other information if the disclosure
                  would or might in its reasonable opinion constitute a breach
                  of any law or a breach of a fiduciary duty.


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26.13    RELATIONSHIP WITH THE LENDERS

         (a)      The Agent may treat each Lender as a Lender, entitled to
                  payments under this Agreement and acting through its Facility
                  Office unless it has received not less than five Business Days
                  prior notice from that Lender to the contrary in accordance
                  with the terms of this Agreement.

         (b)      Each Lender shall supply the Agent with any information
                  required by the Agent in order to calculate the Mandatory Cost
                  in accordance with Schedule 4 (Mandatory Cost formulae).

26.14    CREDIT APPRAISAL BY THE LENDERS


         Without affecting the responsibility of any Obligor for information
         supplied by it or on its behalf in connection with any Finance
         Document, each Lender confirms to the Agent and the Arranger that it
         has been, and will continue to be, solely responsible for making its
         own independent appraisal and investigation of all risks arising under
         or in connection with any Finance Document including but not limited
         to:

         (a)      the financial condition, status and nature of each member of
                  the Group;

         (b)      the legality, validity, effectiveness, adequacy or
                  enforceability of any Finance Document and any other
                  agreement, arrangement or document entered into, made or
                  executed in anticipation of, under or in connection with any
                  Finance Document;

         (c)      whether that Lender has recourse, and the nature and extent of
                  that recourse, against any Party or any of its respective
                  assets under or in connection with any Finance Document, the
                  transactions contemplated by the Finance Documents or any
                  other agreement, arrangement or document entered into, made or
                  executed in anticipation of, under or in connection with any
                  Finance Document; and

         (d)      the adequacy, accuracy and/or completeness of the information
                  memorandum and any other information provided by the Agent,
                  any Party or by any other person under or in connection with
                  any Finance Document, the transactions contemplated by the
                  Finance Documents or any other agreement, arrangement or
                  document entered into, made or executed in anticipation of,
                  under or in connection with any Finance Document.

26.15    LENDERS' TAX STATUS CONFIRMATION


         Each Lender confirms in favour of the Agent on the date of this
         Agreement or, in the case of a Lender which becomes a Party pursuant to
         a transfer or assignment, on the date on which the relevant transfer or
         assignment becomes effective that either:

         (a)      it is entitled to claim the benefits of a tax treaty between
                  its country of residence and the US which would allow for the
                  payment of all amounts due under any Finance Documents without
                  deduction for any US taxes; or

         (b)      subject to providing proper documentation it is entitled to
                  receive all payments due under any Finance Document without
                  deduction for US taxes without regard to the application of a
                  tax treaty;


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26.16    REFERENCE BANKS


         If a Reference Bank (or, if a Reference Bank is not a Lender, the
         Lender of which it is an Affiliate) ceases to be a Lender, the Agent
         shall (in consultation with the Company) appoint another Lender or an
         Affiliate of a Lender to replace that Reference Bank.

26.17    APPOINTMENT OF THE SECURITY TRUSTEE

26.17.1  Each Finance Party (except the Security Trustee) appoints the Security
         Trustee which accepts such appointment) as its trustee to hold the
         Security Documents and all rights, powers and benefits, and the
         proceeds of realisation thereunder in trust for the benefit of the
         Finance Parties according to their respective entitlements under this
         Agreement and the other Finance Documents, with the right and power to
         exercise the rights, powers, authorities and discretions conferred on
         the Security Trustee under the Security Documents and the other Finance
         Documents, together with any other incidental rights, powers,
         authorities and discretions, as if it were beneficially entitled
         thereto in its own right.

26.17.2  The provisions of Clause 26.3, Clause and Clauses 26.5 to 26.12
         (inclusive) and Clause 26.11 shall apply mutatis mutandis to the
         Security Trustee as if reference to the "AGENT" were references also to
         the Security Trustee, except that the Security Trustee's resignation or
         removal shall not take effect until all necessary documents have been
         entered into to substitute its successor as holder of the Security
         Documents under the trust hereby constituted.

27       CONDUCT OF BUSINESS BY THE FINANCE PARTIES


         No provision of this Agreement will:

         (a)      interfere with the right of any Finance Party to arrange its
                  affairs (tax or otherwise) in whatever manner it thinks fit;

         (b)      oblige any Finance Party to investigate or claim any credit,
                  relief, remission or repayment available to it or the extent,
                  order and manner of any claim; or

         (c)      oblige any Finance Party to disclose any information relating
                  to its affairs (tax or otherwise) or any computations in
                  respect of Tax.

28       SHARING AMONG THE LENDERS

28.1     PAYMENTS TO LENDERS


         If a Lender (a "RECOVERING LENDER") receives or recovers any amount
         from an Obligor other than in accordance with Clause 29 (Payment
         mechanics) and applies that amount to a payment due under the Finance
         Documents then:

         (a)      the Recovering Lender shall, within three Business Days,
                  notify details of the receipt or recovery, to the Agent;

         (b)      the Agent shall determine whether the receipt or recovery is
                  in excess of the amount the Recovering Lender would have been
                  paid had the receipt or recovery been received or made by the
                  Agent and distributed in accordance with Clause 29 (Payment
                  mechanics), without taking account of any Tax which would be
                  imposed on the Agent in relation to the receipt, recovery or
                  distribution; and


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         (c)      the Recovering Lender shall, within three Business Days of
                  demand by the Agent, pay to the Agent an amount (the "SHARING
                  PAYMENT") equal to such receipt or recovery less any amount
                  which the Agent determines may be retained by the Recovering
                  Lender as its share of any payment to be made, in accordance
                  with Clause 29.5 (Partial payments).

28.2     REDISTRIBUTION OF PAYMENTS


         The Agent shall treat the Sharing Payment as if it had been paid by the
         relevant Obligor and distribute it between the Finance Parties (other
         than the Recovering Lender) in accordance with Clause 29.5 (Partial
         payments).

28.3     RECOVERING LENDER'S RIGHTS

         (a)      On a distribution by the Agent under Clause 28.2
                  (Redistribution of payments), the Recovering Lender will be
                  subrogated to the rights of the Finance Parties which have
                  shared in the redistribution.

         (b)      If and to the extent that the Recovering Lender is not able to
                  rely on its rights under paragraph (a) above, the relevant
                  Obligor shall be liable to the Recovering Lender for a debt
                  equal to the Sharing Payment which is immediately due and
                  payable.

28.4     REVERSAL OF REDISTRIBUTION


         If any part of the Sharing Payment received or recovered by a
         Recovering Lender becomes repayable and is repaid by that Recovering
         Lender, then:

         (a)      each Lender which has received a share of the relevant Sharing
                  Payment pursuant to Clause 28.2 (Redistribution of payments)
                  shall, upon request of the Agent, pay to the Agent for account
                  of that Recovering Lender an amount equal to its share of the
                  Sharing Payment (together with an amount as is necessary to
                  reimburse that Recovering Lender for its proportion of any
                  interest on the Sharing Payment which that Recovering Lender
                  is required to pay); and

         (b)      that Recovering Lender's rights of subrogation in respect of
                  any reimbursement shall be cancelled and the relevant Obligor
                  will be liable to the reimbursing Lender for the amount so
                  reimbursed.

28.5     EXCEPTIONS

         (a)      This Clause 28 shall not apply to the extent that the
                  Recovering Lender would not, after making any payment pursuant
                  to this Clause, have a valid and enforceable claim against the
                  relevant Obligor.

         (b)      A Recovering Lender is not obliged to share with any other
                  Lender any amount which the Recovering Lender has received or
                  recovered as a result of taking legal or arbitration
                  proceedings, if:

                  (i)      it notified the other Lenders of the legal or
                           arbitration proceedings; and

                  (ii)     the other Lender had an opportunity to participate in
                           those legal or arbitration proceedings but did not do
                           so as soon as reasonably practicable having received
                           notice or did not take separate legal or arbitration
                           proceedings.


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29       PAYMENT MECHANICS

29.1     PAYMENTS TO THE AGENT

         (a)      On each date on which an Obligor or a Lender is required to
                  make a payment under a Finance Document, that Obligor or
                  Lender shall make the same available to the Agent (unless a
                  contrary indication appears in a Finance Document) for value
                  on the due date at the time and in such funds specified by the
                  Agent as being customary at the time for settlement of
                  transactions in the relevant currency in the place of payment.

         (b)      Payment shall be made to such account in the principal
                  financial centre of the country of that currency (or, in
                  relation to euro, in a principal financial centre in a
                  Participating Member State or London) with such bank as the
                  Agent specifies.

29.2     DISTRIBUTIONS BY THE AGENT


         Each payment received by the Agent under the Finance Documents for
         another Party shall, subject to Clause 29.3 (Distributions to an
         Obligor) and Clause 29.4 (Clawback) be made available by the Agent as
         soon as practicable after receipt to the Party entitled to receive
         payment in accordance with this Agreement (in the case of a Lender, for
         the account of its Facility Office), to such account as that Party may
         notify to the Agent by not less than five Business Days' notice with a
         bank in the principal financial centre of the country of that currency
         (or, in relation to euro, in the principal financial centre of a
         Participating Member State or London).

29.3     DISTRIBUTIONS TO AN OBLIGOR


         The Agent may (with the consent of the Obligor or in accordance with
         Clause 30 (Set-off)) apply any amount received by it for that Obligor
         in or towards payment (on the date and in the currency and funds of
         receipt) of any amount due from that Obligor under the Finance
         Documents or in or towards purchase of any amount of any currency to be
         so applied.

29.4     CLAWBACK

         (a)      Where a sum is to be paid to the Agent under the Finance
                  Documents for another Party, the Agent is not obliged to pay
                  that sum to that other Party (or to enter into or perform any
                  related exchange contract) until it has been able to establish
                  to its satisfaction that it has actually received that sum.

         (b)      If the Agent pays an amount to another Party and it proves to
                  be the case that the Agent had not actually received that
                  amount, then the Party to whom that amount (or the proceeds of
                  any related exchange contract) was paid by the Agent shall on
                  demand refund the same to the Agent together with interest on
                  that amount from the date of payment to the date of receipt by
                  the Agent, calculated by the Agent to reflect its cost of
                  funds.

29.5     PARTIAL PAYMENTS

         (a)      If the Agent receives a payment that is insufficient to
                  discharge all the amounts then due and payable by an Obligor
                  under the Finance Documents, the Agent shall apply that
                  payment towards the obligations of that Obligor under the
                  Finance Documents in the following order:


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                  (i)      first, in or towards payment pro rata of any unpaid
                           fees, costs and expenses of the Agent under the
                           Finance Documents;

                  (ii)     secondly, in or towards payment pro rata of any
                           accrued interest or commission due but unpaid under
                           this Agreement;

                  (iii)    thirdly, in or towards payment pro rata of any
                           principal due but unpaid under this Agreement; and

                  (iv)     fourthly, in or towards payment pro rata of any other
                           sum due but unpaid under the Finance Documents.

         (b)      The Agent shall, if so directed by the Majority Lenders, vary
                  the order set out in paragraphs (a)(ii) to (iv) above.

         (c)      Paragraphs (a) and (b) above will override any appropriation
                  made by an Obligor.

29.6     NO SET-OFF BY OBLIGORS

         All payments to be made by an Obligor under the Finance Documents shall
         be calculated and be made without (and free and clear of any deduction
         for) set-off or counterclaim.

29.7     BUSINESS DAYS

         (a)      Any payment which is due to be made on a day that is not a
                  Business Day shall be made on the next Business Day in the
                  same calendar month (if there is one) or the preceding
                  Business Day (if there is not).

         (b)      During any extension of the due date for payment of any
                  principal or an Unpaid Sum under this Agreement interest is
                  payable on the principal at the rate payable on the original
                  due date.

29.8     CURRENCY OF ACCOUNT

         (a)      Subject to paragraphs (b) to (e) below, the Base Currency is
                  the currency of account and payment for any sum due from an
                  Obligor under any Finance Document.

         (b)      A repayment of a Loan or Unpaid Sum or a part of a Loan or
                  Unpaid Sum shall be made in the currency in which that Loan or
                  Unpaid Sum is denominated on its due date.

         (c)      Each payment of interest shall be made in the currency in
                  which the sum in respect of which the interest is payable was
                  denominated when that interest accrued.

         (d)      Each payment in respect of costs, expenses or Taxes shall be
                  made in the currency in which the costs, expenses or Taxes are
                  incurred.

         (e)      Any amount expressed to be payable in a currency other than
                  the Base Currency shall be paid in that other currency.


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29.9     CHANGE OF CURRENCY

         (a)      Unless otherwise prohibited by law, if more than one currency
                  or currency unit are at the same time recognised by the
                  central bank of any country as the lawful currency of that
                  country, then:

                  (i)      any reference in the Finance Documents to, and any
                           obligations arising under the Finance Documents in,
                           the currency of that country shall be translated
                           into, or paid in, the currency or currency unit of
                           that country designated by the Agent (after
                           consultation with the Company); and

                  (ii)     any translation from one currency or currency unit to
                           another shall be at the official rate of exchange
                           recognised by the central bank for the conversion of
                           that currency or currency unit into the other,
                           rounded up or down by the Agent (acting reasonably).

         (b)      If a change in any currency of a country occurs, this
                  Agreement will, to the extent the Agent (acting reasonably and
                  after consultation with the Company) specifies to be
                  necessary, be amended to comply with any generally accepted
                  conventions and market practice in the Relevant Interbank
                  Market and otherwise to reflect the change in currency.

30       SET-OFF

         A Finance Party may set off any matured obligation due from an Obligor
         under the Finance Documents (to the extent beneficially owned by that
         Finance Party) against any matured obligation owed by that Finance
         Party to that Obligor, regardless of the place of payment, booking
         branch or currency of either obligation. If the obligations are in
         different currencies, the Finance Party may convert either obligation
         at a market rate of exchange in its usual course of business for the
         purpose of the set-off.

31       NOTICES

31.1     COMMUNICATIONS IN WRITING

         Any communication to be made under or in connection with the Finance
         Documents shall be made in writing and, unless otherwise stated, may be
         made by fax, letter or telex.

31.2     ADDRESSES

         The address, fax number and telex number (and the department or
         officer, if any, for whose attention the communication is to be made)
         of each Party for any communication or document to be made or delivered
         under or in connection with the Finance Documents is:

         (a)      in the case of the Company, that identified with its name
                  below;

             Inveresk Research Group, Inc
             11000 Parkway
             Suite 100
             Cary
             North Carolina 2713

             Phone:  001 919 460 9005
             Fax:  001 919 462 2400


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             And copy to:  Paul Cowan, Inveresk Research, Tranent EH33 2NE

             Phone:  01875 614 545
             Fax:  01875 614 811

         (b)      in the case of each Lender or any other Original Obligor, that
                  notified in writing to the Agent on or prior to the date on
                  which it becomes a Party; and

         (c)      in the case of the Agent, that identified with its name below,

             The Royal Bank of Scotland plc
             4th Floor
             6-8 George Street
             Edinburgh
             EH2 2SA

             Phone:  0131 556 8555
             Fax:  0131 523 5753

         (d)      in the case of the Security Trustee, that identified with its
                  name below,

             The Royal Bank of Scotland plc
             4th Floor
             6-8 George Street
             Edinburgh
             EH2 2SA

             Phone:  0131 556 8555
             Fax:  0131 523 5753

         (e)      or any substitute address, fax number, telex number or
                  department or officer as the Party may notify to the Agent (or
                  the Agent may notify to the other Parties, if a change is made
                  by the Agent) by not less than five Business Days' notice.

31.3     DELIVERY

         (a)      Any communication or document made or delivered by one person
                  to another under or in connection with the Finance Documents
                  will only be effective:

                  (i)      if by way of fax, when received in legible form; or

                  (ii)     if by way of letter, when it has been left at the
                           relevant address or five Business Days after being
                           deposited in the post postage prepaid in an envelope
                           addressed to it at that address; or

                  (iii)    if by way of telex, when despatched, but only if, at
                           the time of transmission, the correct answerback
                           appears at the start and at the end of the sender's
                           copy of the notice;

         and, if a particular department or officer is specified as part of its
         address details provided under Clause 31.2 (Addresses), if addressed to
         that department or officer.

         (b)      Any communication or document to be made or delivered to the
                  Agent will be effective only when actually received by the
                  Agent and then only if it is expressly marked for the
                  attention of the department or officer identified with the
                  Agent's


                                       75
<PAGE>
                  signature below (or any substitute department or officer as
                  the Agent shall specify for this purpose).

         (c)      All notices from or to an Obligor shall be sent through the
                  Agent.

         (d)      Any communication or document made or delivered to the Company
                  in accordance with this Clause will be deemed to have been
                  made or delivered to each of the Obligors.

31.4     NOTIFICATION OF ADDRESS, FAX NUMBER AND TELEX NUMBER

         Promptly upon receipt of notification of an address, fax number and
         telex number or change of address, fax number or telex number pursuant
         to Clause 31.2 (Addresses) or changing its own address, fax number or
         telex number, the Agent shall notify the other Parties.

31.5     ENGLISH LANGUAGE

         (a)      Any notice given under or in connection with any Finance
                  Document must be in English.

         (b)      All other documents provided under or in connection with any
                  Finance Document must be:

                  (i)      in English; or

                  (ii)     if not in English, and if so required by the Agent,
                           accompanied by a certified English translation and,
                           in this case, the English translation will prevail
                           unless the document is a constitutional, statutory or
                           other official document.

32       CALCULATIONS AND CERTIFICATES

32.1     ACCOUNTS

         In any litigation or arbitration proceedings arising out of or in
         connection with a Finance Document, the entries made in the accounts
         maintained by a Finance Party are prima facie evidence of the matters
         to which they relate.

32.2     CERTIFICATES AND DETERMINATIONS


         Any certification or determination by a Finance Party of a rate or
         amount under any Finance Document is, in the absence of manifest error,
         conclusive evidence of the matters to which it relates.

32.3     DAY COUNT CONVENTION

         Any interest, commission or fee accruing under a Finance Document will
         accrue from day to day and is calculated on the basis of the actual
         number of days elapsed and a year of 360 days or, in any case where the
         practice in the Relevant Interbank Market differs, in accordance with
         that market practice.

33       PARTIAL INVALIDITY

         If, at any time, any provision of the Finance Documents is or becomes
         illegal, invalid or unenforceable in any respect under any law of any
         jurisdiction, neither the legality, validity or enforceability of the
         remaining provisions nor the legality, validity or enforceability of


                                       76
<PAGE>
         such provision under the law of any other jurisdiction will in any way
         be affected or impaired.

34       REMEDIES AND WAIVERS

         No failure to exercise, nor any delay in exercising, on the part of any
         Finance Party, any right or remedy under the Finance Documents shall
         operate as a waiver, nor shall any single or partial exercise of any
         right or remedy prevent any further or other exercise or the exercise
         of any other right or remedy. The rights and remedies provided in this
         Agreement are cumulative and not exclusive of any rights or remedies
         provided by law.

35       AMENDMENTS AND WAIVERS

35.1     REQUIRED CONSENTS

         (a)      Subject to Clause 35.2 (Exceptions) any term of the Finance
                  Documents may be amended or waived only with the consent of
                  the Majority Lenders and the Obligors and any such amendment
                  or waiver will be binding on all Parties.

         (b)      The Agent may effect, on behalf of any Finance Party, any
                  amendment or waiver permitted by this Clause.

35.2     EXCEPTIONS

         (a)      An amendment or waiver that has the effect of changing or
                  which relates to the definition of "MAJORITY LENDERS" in
                  Clause 1.1 (Definitions);

                  (i)      an extension to the date of payment of any amount
                           under the Finance Documents;

                  (ii)     a reduction in the Margin or the amount of any
                           payment of principal, interest, fees or commission
                           payable;

                  (iii)    an increase in Commitment;

                  (iv)     a change to the Borrowers or Guarantors other than in
                           accordance with Clause 25 (Changes to the Obligors);

                  (v)      any provision which expressly requires the consent of
                           all the Lenders; or

                  (vi)     Clause 2.2 (Lenders' rights and obligations), Clause
                           24 (Changes to the Lenders) or this Clause 35.

         shall not be made without the prior consent of all the Lenders.

         (b)      An amendment or waiver which relates to the rights or
                  obligations of the Agent or the Arranger may not be effected
                  without the consent of the Agent or the Arranger.

36       COUNTERPARTS

         Each Finance Document may be executed in any number of counterparts,
         and this has the same effect as if the signatures on the counterparts
         were on a single copy of the Finance Document.

37       GOVERNING LAW


                                       77
<PAGE>
         This Agreement is governed by English law

38       ENFORCEMENT

38.1     JURISDICTION OF ENGLISH COURTS

         (a)      The courts of England have exclusive jurisdiction to settle
                  any dispute arising out of or in connection with this
                  Agreement (including a dispute regarding the existence,
                  validity or termination of this Agreement) (a "DISPUTE").

         (b)      The Parties agree that the courts of England are the most
                  appropriate and convenient courts to settle Disputes and
                  accordingly no Party will argue to the contrary.

         (c)      This Clause 38.1 is for the benefit of the Finance Parties
                  only. As a result, no Finance Party shall be prevented from
                  taking proceedings relating to a Dispute in any other courts
                  with jurisdiction. To the extent allowed by law, the Finance
                  Parties may take concurrent proceedings in any number of
                  jurisdictions.

38.2     SERVICE OF PROCESS


         Without prejudice to any other mode of service allowed under any
         relevant law, each Obligor (other than an Obligor incorporated in
         England and Wales):

         (a)      irrevocably appoints the Company as its agent for service of
                  process in relation to any proceedings before the English
                  courts in connection with any Finance Document; and

         (b)      agrees that failure by a process agent to notify the relevant
                  Obligor of the process will not invalidate the proceedings
                  concerned.

         This Agreement has been entered into on the date stated at the
         beginning of this Agreement.


                                       78
<PAGE>
                                    SCHEDULES

                                SCHEDULE 1 PART 1

                              THE ORIGINAL PARTIES


                              THE ORIGINAL OBLIGORS


<TABLE>
<CAPTION>
NAME OF ORIGINAL BORROWER                 COUNTRY OF INCORPORATION      COMPANY NUMBER
                                                                        (WHERE RELEVANT)
<S>                                       <C>                           <C>
Inveresk Research Group, Inc.             US (Delaware)



NAME OF ORIGINAL GUARANTOR


Inveresk Research Group Limited           UK                                 SC198206


Inveresk Research Holdings Limited        UK                                 3662374


Inveresk Research International Limited   UK                                 SC091725


Inveresk Clinical Research Limited        UK                                 SC109802


Inveresk Research (Canada) Inc.           Canada                             3844811


Inveresk Research North Carolina Inc.     US (North Carolina)


Inveresk Research Limited                 UK                                 02211403


Inveresk Research Inc.                    US (Delaware)


Clintrials BioResearch Limited            (Quebec)                           1145923539
</TABLE>


                                       79
<PAGE>
                               SCHEDULE 1 PART II

                              THE ORIGINAL LENDERS



<TABLE>
<CAPTION>
NAME OF ORIGINAL LENDER               FACILITY A COMMITMENT          FACILITY B COMMITMENT
<S>                                   <C>                            <C>
The Royal Bank of Scotland plc        $50 million                    $25 million
</TABLE>


                                       80
<PAGE>
                                SCHEDULE 2 PART I

                              CONDITIONS PRECEDENT



                   CONDITIONS PRECEDENT TO INITIAL UTILISATION



1        ORIGINAL OBLIGORS

         (a)      A copy of the constitutional documents of each Original
                  Obligor.

         (b)      A copy of a resolution of the board of directors (or
                  equivalent body) of each Original Obligor:

                  (i)      approving the terms of, and the transactions
                           contemplated by, the Finance Documents to which it is
                           a party and resolving that it execute the Finance
                           Documents to which it is a party;

                  (ii)     authorising a specified person or persons to execute
                           the Finance Documents to which it is a party on its
                           behalf; and

                  (iii)    authorising a specified person or persons, on its
                           behalf, to sign and/or despatch all documents and
                           notices (including, if relevant, any Utilisation
                           Request and Selection Notice) to be signed and/or
                           despatched by it under or in connection with the
                           Finance Documents to which it is a party.

         (c)      A specimen of the signature of each person authorised by the
                  resolution referred to in paragraph (b) above.

         (d)      A certificate of the Company (signed by a director or officer)
                  confirming that borrowing or guaranteeing, as appropriate, the
                  Total Commitments would not cause any borrowing, guaranteeing
                  or similar limit binding on any Original Obligor to be
                  exceeded.

         (e)      A certificate of an authorised signatory of the relevant
                  Original Obligor certifying that each copy document relating
                  to it specified in this Part I of Schedule 2 is correct,
                  complete and in full force and effect as at a date no earlier
                  than the date of this Agreement.

2        LEGAL OPINIONS

         (a)      A Report on Title and legal opinion to the Lenders from the
                  Borrower's US Counsel in respect of the Finance Documents;

         (b)      A report on title in respect of the Canadian Property and
                  legal opinion to the Lenders from the Lenders' Canadian
                  Counsel in respect of the Finance Documents.

3        SECURITY


                                       81
<PAGE>
         (a)      UK:

                  (i)      a first and only standard security over each Property
                           in favour of the Security Trustee;

                  (ii)     a first and only

                           -        floating charge in favour of the Security
                                    Trustee from Inveresk Research Group
                                    Limited, Inveresk Research International
                                    Limited, Inveresk Clinical Research Limited;

                           -        debenture in favour of the Security Trustee
                                    from Inveresk Research Holdings Limited and
                                    debenture from Inveresk Research Limited

                  (iii)    Charges searches in respect of each of the above.

         (b)      Canada

                  (i)      Deed of Hypothecation by Inveresk Research (Canada)
                           Inc;

                  (ii)     Deed of Hypothecation by ClinTrials BioResearch
                           Limited;

                  (iii)    Deed of Pledge from Inveresk Research Canada for
                           Inveresk Research Inc. with Schedule A Securities
                           Schedule B Transfer Restrictions;

                  (iv)     Delivery of Stock Certificates and Stock Powers
                           regarding (iii);

         (c)      US

                  (i)      Security Agreement together with Exhibit A: Security
                           Questionnaire by Inveresk Research Group, Inc.;

                  (ii)     Security Agreement together with Exhibit A: Security
                           Questionnaire by Inveresk Research Inc.;

                  (iii)    Security Agreement together with Exhibit A: Security
                           Questionnaire by Inveresk Research North Carolina
                           Inc.;

                  (iv)     UCC-1 financing statements in a form for filing with
                           those jurisdictions reasonably requested by the Agent
                           (for Inveresk Research Group Inc., Inveresk Research
                           Inc., Inveresk Research North Carolina Inc.);

                  (v)      Good standing certificates for Inveresk Research
                           Group, Inc., Inveresk Research Inc., and Inveresk
                           Research North Carolina Inc.;

                  (vi)     Secretary's Certificates for Inveresk Research Group
                           Inc., Inveresk Research Inc., Inveresk Research North
                           Carolina;

                  (vii)    Lien searches against Inveresk Research Group, Inc.,
                           Inveresk Research Inc., Inveresk Research North
                           Carolina Inc..

                  (viii)   UCC tax and judgement searches for Inveresk Research
                           Group Inc., Inveresk Research Inc., Inveresk Research
                           North Carolina Inc.;


                                       82
<PAGE>
4        INSURANCE

         (a)      A duly certified full, complete and up to date schedule of all
                  insurances maintained by each member of the Group, referring
                  to the relevant policies.

         (b)      A certificate from a broker approved by the Agent that such
                  policies are in full force and effect with premiums paid to
                  date, and stating that all the assets of the Group are insured
                  in the manner specified in the Insurance Report.

5        MISCELLANEOUS

         (a)      Form 10 reports for UK property; and

         (b)      Bank Mandates.

6        FEES LETTER


                                       83
<PAGE>
                               SCHEDULE 2 PART II

                              CONDITIONS PRECEDENT



     CONDITIONS PRECEDENT REQUIRED TO BE DELIVERED BY AN ADDITIONAL OBLIGOR



1        An Accession Letter, duly executed by the Additional Obligor and the
         Company.

2        A copy of the constitutional documents of the Additional Obligor.

3        A copy of a resolution of the board of directors of the Additional
         Obligor:

         (a)      approving the terms of, and the transactions contemplated by,
                  the Accession Letter and the Finance Documents and resolving
                  that it execute the Accession Letter;

         (b)      authorising a specified person or persons to execute the
                  Accession Letter on its behalf; and

         (c)      authorising a specified person or persons, on its behalf, to
                  sign and/or despatch all other documents and notices
                  (including, in relation to an Additional Borrower, any
                  Utilisation Request or Selection Notice) to be signed and/or
                  despatched by it under or in connection with the Finance
                  Documents.

4        A specimen of the signature of each person authorised by the resolution
         referred to in paragraph 3 above.

5        A certificate of the Additional Obligor (signed by a director)
         confirming that borrowing or guaranteeing, as appropriate, the Total
         Commitments would not cause any borrowing, guaranteeing or similar
         limit binding on it to be exceeded.

6        A certificate of an authorised signatory of the Additional Obligor
         certifying that each copy document listed in this Part II of Schedule 2
         is correct, complete and in full force and effect as at a date no
         earlier than the date of the Accession Letter.

7        A copy of any other Authorisation or other document, opinion or
         assurance which the Agent considers to be necessary or desirable in
         connection with the entry into and performance of the transactions
         contemplated by the Accession Letter or for the validity and
         enforceability of any Finance Document.

8        If available, the latest audited financial statements of the Additional
         Obligor.

9        A legal opinion of the legal advisers to the Arranger and the Agent in
         Scotland and England.

10       If the Additional Obligor is incorporated in a jurisdiction other than
         Scotland or England and Wales, a legal opinion of the legal advisers to
         the Agent in the jurisdiction in which the Additional Obligor is
         incorporated.


                                       84
<PAGE>
11       If the proposed Additional Obligor is incorporated in a jurisdiction
         other than England and Wales or Scotland, evidence that the process
         agent specified in Clause 38.2, if not an Obligor, has accepted its
         appointment in relation to the proposed Additional Obligor.



                                       85

<PAGE>
                                SCHEDULE 3 PART I

                                    REQUESTS

                               UTILISATION REQUEST

From: [Borrower]

To:   [Agent]

Dated:

Dear Sirs

INVERESK RESEARCH GROUP, INC. FACILITY AGREEMENT
DATED [        ] (THE "FACILITY AGREEMENT")

1     We wish to borrow a Loan on the following terms:


      Proposed Utilisation Date: [     ] (or, if that is not a Business Day, the
            next Business Day)

      Facility to be utilised:                      [Facility A]/[Facility B]


      Currency of Loan (Facility B only):           [      ]

      Amount:     [      ] or, if less, the Available Facility

      Interest Period:                              [      ]

2     We confirm that each condition specified in Clause 4.2 (Further conditions
      precedent) is satisfied on the date of this Utilisation Request.

3     The proceeds of this Loan should be credited to [account].

4     This Utilisation Request is irrevocable.

Yours faithfully




---------------------------
Authorised Signatory for
[name of relevant Borrower]


                                       86
<PAGE>
                               SCHEDULE 3 PART II

                                    REQUESTS

                                SELECTION NOTICE
                          APPLICABLE TO FACILITY A LOAN

From: [Borrower]

To:   [Agent]

Dated:

Dear Sirs

INVERESK RESEARCH GROUP, INC. FACILITY AGREEMENT
DATED [      ] (THE "FACILITY AGREEMENT")

1     We refer to the Facility A Loan with an Interest Period ending on [    ]*.

2     We request that the next Interest Period for the Facility A Loan is
      [    ].***

3     This Selection Notice is irrevocable.



Yours faithfully



---------------------------
authorised signatory for
[the Company on behalf of]
[name of relevant Borrower]


                                       87
<PAGE>
                                   SCHEDULE 4

                             MANDATORY COST FORMULAE

1     The Mandatory Cost is an addition to the interest rate to compensate
      Lenders for the cost of compliance with (a) the requirements of the Bank
      of England and/or the Financial Services Authority (or, in either case,
      any other authority which replaces all or any of its functions) or (b) the
      requirements of the European Central Bank.

2     On the first day of each Interest Period (or as soon as possible
      thereafter) the Agent shall calculate, as a percentage rate, a rate (the
      "Additional Cost Rate") for each lender, in accordance with the paragraphs
      set out below. The mandatory cost will be calculated by the agent as a
      weighted average of the lenders' additional cost rates (weighted in
      proportion to the percentage participation of each lender in the relevant
      loan) and will be expressed as a percentage rate per annum.

3     The Additional Cost Rate for any Lender lending from a Facility Office in
      a Participating Member State will be the percentage notified by that
      Lender to the Agent. This percentage will be certified by that lender in
      its notice to the agent to be its reasonable determination of the cost
      (expressed as a percentage of that lender's participation in all loans
      made from that facility office) of complying with the minimum reserve
      requirements of the European central bank in respect of loans made from
      that facility office.

4     The Additional Cost Rate for any Lender lending from a Facility Office in
      the United Kingdom will be calculated by the Agent as follows:

      (a)   in relation to a sterling Loan:

                AB + C (B - D) + E x 0.01
                ------------------------- per cent. per annum
                    100 - ( A + C)

      (b)   in relation to a Loan in any currency other than sterling:

                E x 0.01
                -------- per cent. per annum.
                  300

      Where:

      A is the percentage of Eligible Liabilities (assuming these to be in
      excess of any stated minimum) which that Lender is from time to time
      required to maintain as an interest free cash ratio deposit with the Bank
      of England to comply with cash ratio requirements.

      B is the percentage rate of interest (excluding the Margin and the
      Mandatory Cost and, if the Loan is an Unpaid Sum, the additional rate of
      interest specified in paragraph (a) of Clause 9.3 (Default interest))
      payable for the relevant Interest Period on the Loan.

      C is the percentage (if any) of Eligible Liabilities which that Lender is
      required from time to time to maintain as interest bearing Special
      Deposits with the Bank of England.

      D is the percentage rate per annum payable by the Bank of England to the
      Agent on interest bearing Special Deposits.


                                       88
<PAGE>
      E is designed to compensate Lenders for amounts payable under the Fees
      Rules and is calculated by the Agent as being the average of the most
      recent rates of charge supplied by the Reference Banks to the Agent
      pursuant to paragraph 7 below and expressed in pounds per L1,000,000.

5     For the purposes of this Schedule:

      (a)   "ELIGIBLE LIABILITIES" and "SPECIAL DEPOSITS" have the meanings
            given to them from time to time under or pursuant to the Bank of
            England Act 1998 or (as may be appropriate) by the Bank of England;

      (b)   "FEES RULES" means the rules on periodic fees contained in the FSA
            Supervision Manual or such other law or regulation as may be in
            force from time to time in respect of the payment of fees for the
            acceptance of deposits;

      (c)   "FEE TARIFFS" means the fee tariffs specified in the Fees Rules
            under the activity group A.1 Deposit acceptors (ignoring any minimum
            fee or zero rated fee required pursuant to the Fees Rules but taking
            into account any applicable discount rate); and

      "TARIFF BASE" has the meaning given to it in, and will be calculated in
            accordance with, the Fees Rules.

6     In application of the above formulae, A, B, C and D will be included in
      the formulae as percentages (i.e. 5 per cent. will be included in the
      formula as 5 and not as 0.05). A negative result obtained by subtracting D
      from B shall be taken as zero. The resulting figures shall be rounded to
      four decimal places.

7     If requested by the Agent, each Reference Bank shall, as soon as
      practicable after publication by the Financial Services Authority, supply
      to the Agent, the rate of charge payable by that Reference Bank to the
      Financial Services Authority pursuant to the Fees Rules in respect of the
      relevant financial year of the Financial Services Authority (calculated
      for this purpose by that Reference Bank as being the average of the Fee
      Tariffs applicable to that Reference Bank for that financial year) and
      expressed in pounds per L1,000,000 of the Tariff Base of that Reference
      Bank.

8     Each Lender shall supply any information required by the Agent for the
      purpose of calculating its Additional Cost Rate. In particular, but
      without limitation, each Lender shall supply the following information on
      or prior to the date on which it becomes a Lender:

      (a)   the jurisdiction of its Facility Office; and

      (b)   any other information that the Agent may reasonably require for such
            purpose.


      Each Lender shall promptly notify the Agent of any change to the
      information provided by it pursuant to this paragraph.

9     The percentages of each Lender for the purpose of A and C above and the
      rates of charge of each Reference Bank for the purpose of E above shall be
      determined by the Agent based upon the information supplied to it pursuant
      to paragraphs 7 and 8 above and on the assumption that, unless a Lender
      notifies the Agent to the contrary, each Lender's obligations in relation
      to cash ratio deposits and Special Deposits are the same as those of a
      typical bank from its jurisdiction of incorporation with a Facility Office
      in the same jurisdiction as its Facility Office.


                                       89
<PAGE>
10    The Agent shall have no liability to any person if such determination
      results in an Additional Cost Rate which over or under compensates any
      Lender and shall be entitled to assume that the information provided by
      any Lender or Reference Bank pursuant to paragraphs 3, 7 and 8 above is
      true and correct in all respects.

11    The Agent shall distribute the additional amounts received as a result of
      the Mandatory Cost to the Lenders on the basis of the Additional Cost Rate
      for each Lender based on the information provided by each Lender and each
      Reference Bank pursuant to paragraphs 3, 7 and 8 above.

12    Any determination by the Agent pursuant to this Schedule in relation to a
      formula, the Mandatory Cost, an Additional Cost Rate or any amount payable
      to a Lender shall, in the absence of manifest error, be conclusive and
      binding on all Parties.

13    The Agent may from time to time, after consultation with the Company and
      the Lenders, determine and notify to all Parties any amendments which are
      required to be made to this Schedule in order to comply with any change in
      law, regulation or any requirements from time to time imposed by the Bank
      of England, the Financial Services Authority or the European Central Bank
      (or, in any case, any other authority which replaces all or any of its
      functions) and any such determination shall, in the absence of manifest
      error, be conclusive and binding on all Parties.


                                       90
<PAGE>
                                SCHEDULE 5 PART I

                          FORM OF TRANSFER CERTIFICATES

To:   [           ] as Agent

From: [The Existing Lender] (the "EXISTING LENDER") and [The New Lender]
(the "NEW LENDER")

Dated:

INVERESK RESEARCH GROUP, INC. FACILITY AGREEMENT
DATED [                   ] (THE "FACILITY AGREEMENT")

1     We refer to Clause 24.5 (Procedure for transfer):

      (a)   The Existing Lender and the New Lender agree to the Existing Lender
            and the New Lender transferring by novation all or part of the
            Existing Lender's Commitment, rights and obligations referred to in
            the Schedule in accordance with Clause 24.5 (Procedure for
            transfer).

      (b)   The proposed Transfer Date is [ ].

      (c)   The Facility Office and address, fax number and attention details
            for notices of the New Lender for the purposes of Clause 31.2
            (Addresses) are set out in the Schedule.

2     The New Lender expressly acknowledges the limitations on the Existing
      Lender's obligations set out in paragraph (c) of Clause 24.4 (Limitation
      of responsibility of Existing Lenders).

3     This Transfer Certificate is governed by English law.


                                       91
<PAGE>
THE SCHEDULE
COMMITMENT/RIGHTS AND OBLIGATIONS TO BE TRANSFERRED

[insert relevant details]

[Facility Office address, fax number and attention details for notices and
account details for payments]

[Existing Lender]                         [New Lender]
By:                                       By:

This Transfer Certificate is accepted by the Agent and the Transfer Date is
confirmed as [          ].

[Agent]

By:


                                       92
<PAGE>
                               SCHEDULE 5 PART II

                           TRANSFER CERTIFICATE (PAR)

BANK:                                                           Date:

TRANSFEREE:

This Transfer Certificate is entered into pursuant to

            (i)   the agreement (the "SALE AGREEMENT") evidenced by the
                  Confirmation dated between the Bank and the Transferee (acting
                  directly or through their respective agents) and

            (ii)  the Facilities Agreement.


On the Transfer Date, the transfer by way of novation from the Bank to the
Transferee on the terms set out herein and in the Facilities Agreement shall
become effective subject to:

            (iii) the Sale Agreement and the terms and conditions incorporated
                  in the Sale Agreement;

            (iv)  the terms and conditions annexed hereto; and

            (v)   the schedule annexed hereto,

all of which are incorporated herein by reference.


THE BANK                                              THE TRANSFEREE

[                ]                                    [                ]

By:                                                    By:


                                       93
<PAGE>
                                  THE SCHEDULE

FACILITIES AGREEMENT DETAILS:

Borrower(s):
                                       -----------------------------------------

Facilities Agreement Dated
                                       -----------------------------------------

Guarantor(s):
                                       -----------------------------------------

Agent Bank:
                                       -----------------------------------------

Security:                              [ ]  No    [ ]  Yes (specify)
                                                                    ------------

Total Facility Amount:
                                       -----------------------------------------

Governing Law:
                                       -----------------------------------------

Additional Information:
                                       -----------------------------------------

TRANSFER DETAILS:

Name of Tranche Facility:
                                       -----------------    ------------------

Nature (Revolving, Term, Acceptances
                                       -----------------    ------------------

Guarantee/Letter of Credit, Other):
                                       -----------------    ------------------

Final Maturity:
                                       -----------------    ------------------
Participation Transferred
                                       -----------------    ------------------
Commitment transferred(1)
                                       -----------------    ------------------

Drawn Amount (details below):(1)
                                       -----------------    ------------------

Undrawn Amount:(1)
                                       -----------------    ------------------

Settlement Date:
                                       -----------------
Details of outstanding Facilities(1)
                                       -----------------
Specify in respect of each Facility:
                                       -----------------

     Transferred Portion (amount):
                                       -----------------
     Tranche/Facility:

     Nature:                           [ ]  Term   [ ]  Revolver [ ]
                                       Acceptance [ ] Guarantee/Letter of Credit
                                       [ ] Other (specify) _________________


     [ ]  Details of other Credits are set out on the attached sheet


--------

(1)   As at the date of the Transfer Certificate


                                       94
<PAGE>
ADMINISTRATION DETAILS

Bank's Receiving Account:
                                  --------------------------------

Transferee's Receiving Account:
                                  --------------------------------

ADDRESSES

Bank                                            Transferee
[        ]                                      [        ]

Address:                                        Address:
Telephone:                                      Telephone:
Facsimile:                                      Facsimile:
Telex:                                          Telex:
Attn/Ref:                                       Attn/Ref:


                                       95
<PAGE>
                              TERMS AND CONDITIONS

These are the Terms and Conditions applicable to the transfer certificate
including the Schedule thereto (the "TRANSFER CERTIFICATE") to which they are
annexed.

1     INTERPRETATION

      In these Terms and Conditions words and expressions shall (unless
      otherwise expressly defined herein) bear the meaning given to them in the
      Transfer Certificate, the Facilities Agreement or the Sale Agreement.

2     TRANSFER

      The Bank requests the Transferee to accept and procure the transfer by
      novation of all or a part (as applicable) of such participation of the
      Bank under the Facilities Agreement as is set out in the relevant part of
      the Transfer Certificate under the heading "Participation Transferred"
      (the "PURCHASED ASSETS") by counter-signing and delivering the Transfer
      Certificate to the Agent at its address for the service of notice
      specified in the Facilities Agreement. On the Transfer Date the Transferee
      shall pay to the Bank the Settlement Amount as specified in the pricing
      letter between the Bank and the Transferee dated the date of the Transfer
      Certificate (adjusted, if applicable, in accordance with the Sale
      Agreement) and completion of the transfer will take place.

3     EFFECTIVENESS OF TRANSFER

      The Transferee hereby requests the Agent to accept the Transfer
      Certificate as being delivered to the Agent pursuant to and for the
      purposes of the Facilities Agreement so as to take effect in accordance
      with the terms of the Facilities Agreement on the Transfer Date or on such
      later date as may be determined in accordance with the terms thereof.

4     TRANSFEREE'S UNDERTAKING

      The Transferee hereby undertakes with the Agent and the Bank and each of
      the other parties to the Facility Documents that it will perform in
      accordance with its terms all those obligations which by the terms thereof
      will be assumed by it after delivery of the Transfer Certificate to the
      Agent and satisfaction of the conditions (if any) subject to which the
      Transfer Certificate is to take effect.

5     PAYMENTS

5.1   PLACE

      All payments by either party to the other under the Transfer Certificate
      shall be made to the Receiving Account of that other party. Each party may
      designate a different account as its Receiving Account for payment by
      giving the other not less than five Business Days notice before the due
      date for payment.

5.2   FUNDS

      Payments under the Transfer Certificate shall be made in the currency in
      which the amount is denominated for value on the due date at such times
      and in such funds as are customary at the time for settlement of
      transactions in that currency.

6     THE AGENT

      The Agent shall not be required to concern itself with the Sale Agreement
      and may rely on the Transfer Certificate without taking account of the
      provisions of such agreement.


                                       96
<PAGE>
7     ASSIGNMENT OF RIGHTS

      The Transfer Certificate shall be binding upon and enure to the benefit of
      each party and its successors and permitted assigns provided that neither
      party may assign or transfer its rights thereunder without the prior
      written consent of the other party.

8     THIRD PARTY RIGHTS

      A person who is not a party to the Transfer Certificate has no rights
      under the Contracts (Rights of Third Parties) Act 1999 to enforce or to
      enjoy the benefit of any term of the Transfer Certificate.

9     GOVERNING LAW AND JURISDICTION

      The Transfer Certificate (including, without limitation, these Terms and
      Conditions) shall be governed by and construed in accordance with the laws
      of England, and the parties submit to the non-exclusive jurisdiction of
      the English courts.

      Each party irrevocably appoints the person described as process agent (if
      any) specified in the Sale Agreement to receive on its behalf service of
      any action, suit or other proceedings in connection with the Transfer
      Certificate. If any person appointed as process agent ceases to act for
      any reason the appointing party shall notify the other party and shall
      promptly appoint another person incorporated within England and Wales to
      act as its process agent.


                                       97
<PAGE>

                                   SCHEDULE 6

                            FORM OF ACCESSION LETTER


To:      [        ] as Agent

From:    [Subsidiary] and [Company]

Dated:

Dear Sirs

INVERESK RESEARCH GROUP, INC. FACILITY AGREEMENT
DATED [             ] (THE "FACILITY AGREEMENT")



1        [Subsidiary] agrees to become an Additional [Borrower]/[Guarantor] and
         to be bound by the terms of the Facility Agreement as an Additional
         [Borrower]/[Guarantor] pursuant to Clause [25.2 (Additional
         Borrowers)]/[Clause 25.4 (Additional Guarantors)] of the Facility
         Agreement. [Subsidiary] is a company duly incorporated under the laws
         of [name of relevant jurisdiction].

2        [Subsidiary's] administrative details are as follows:


         Address:


         Fax No:


         Attention:

3        This letter is governed by English law.


         [This Guarantor Accession Letter is entered into by deed.]


         [Company]                           [Subsidiary]


                                       98
<PAGE>
                                   SCHEDULE 7

                           FORM OF RESIGNATION LETTER


To:      [        ] as Agent

From:    [resigning Obligor] and [Company]

Dated:

Dear Sirs

[INVERESK RESEARCH GROUP, INC. FACILITY AGREEMENT
DATED [           ] (THE "FACILITY AGREEMENT")

1        Pursuant to [Clause 25.3 (Resignation of a Borrower)]/[Clause 25.6
         (Resignation of a Guarantor), we request that [resigning Obligor] be
         released from its obligations as a [Borrower]/[Guarantor] under the
         Facility Agreement.

2        We confirm that:

         (a)      no Default is continuing or would result from the acceptance
                  of this request; and

         (b)      [          ]

3        This letter is governed by English law.


         [Company]                        [Subsidiary]


         By:                              By:



                                       99
<PAGE>
                                   SCHEDULE 8

                         FORM OF COMPLIANCE CERTIFICATE


To:      [        ] as Agent

From:    [Company]

Dated:

Dear Sirs

INVERESK RESEARCH GROUP, INC. FACILITY AGREEMENT
DATED [           ] (THE "FACILITY AGREEMENT")



1        We refer to the Facility Agreement. This is a Compliance Certificate.

2        We confirm that: [Insert details of covenants to be certified].

3        [We confirm that no Default is continuing]*





         Signed:
                    ----------                ----------

                    Director                  Director


                    of                        of


                    [Company]                 [Company]


         [insert applicable certification language]



         --------------------------------------
         for and on behalf of
         [name of auditors of the Company]


                                      100
<PAGE>
                                   SCHEDULE 9

                                DORMANT COMPANIES


Healthmark Limited
Inveresk Research
Kentucky Inc.
Clintrials Acquisition Corp Inc.
2645-2151Quebec Inc.



                                      101
<PAGE>
                                   SCHEDULE 10

                             CONFIDENTIALITY LETTER


                            [LETTERHEAD OF ARRANGER]


To:

                                               [insert name of Potential Lender]


Re:      THE FACILITIES

  BORROWER:
  AMOUNT:
  AGENT:


Dear Sirs

We understand that you are considering participating in the Facilities. In
consideration of us agreeing to make available to you certain information, by
your signature of a copy of this letter you agree as follows:

CONFIDENTIALITY UNDERTAKING  YOU UNDERTAKE:

TO KEEP THE CONFIDENTIAL INFORMATION CONFIDENTIAL AND NOT TO DISCLOSE IT TO
ANYONE EXCEPT AS PROVIDED FOR BY PARAGRAPH 2 BELOW AND TO ENSURE THAT THE
CONFIDENTIAL INFORMATION IS PROTECTED WITH SECURITY MEASURES AND A DEGREE OF
CARE THAT WOULD APPLY TO YOUR OWN CONFIDENTIAL INFORMATION;

TO KEEP CONFIDENTIAL AND NOT DISCLOSE TO ANYONE THE FACT THAT THE CONFIDENTIAL
INFORMATION HAS BEEN MADE AVAILABLE OR THAT DISCUSSIONS OR NEGOTIATIONS ARE
TAKING PLACE OR HAVE TAKEN PLACE BETWEEN US IN CONNECTION WITH THE FACILITIES;

TO USE THE CONFIDENTIAL INFORMATION ONLY FOR THE PERMITTED PURPOSE;

TO USE ALL REASONABLE ENDEAVOURS TO ENSURE THAT ANY PERSON TO WHOM YOU PASS ANY
CONFIDENTIAL INFORMATION (UNLESS DISCLOSED UNDER PARAGRAPH 2(B) BELOW)
ACKNOWLEDGES AND COMPLIES WITH THE PROVISIONS OF THIS LETTER AS IF THAT PERSON
WERE ALSO A PARTY TO IT; AND

NOT TO MAKE ENQUIRIES OF ANY MEMBER OF THE GROUP OR ANY OF THEIR OFFICERS,
DIRECTORS, EMPLOYEES OR PROFESSIONAL ADVISERS RELATING DIRECTLY OR INDIRECTLY TO
THE FACILITIES.

PERMITTED DISCLOSURE WE AGREE THAT YOU MAY DISCLOSE CONFIDENTIAL INFORMATION:

TO MEMBERS OF THE PARTICIPANT GROUP AND THEIR OFFICERS, DIRECTORS, EMPLOYEES AND
PROFESSIONAL ADVISERS TO THE EXTENT NECESSARY FOR THE PERMITTED PURPOSE AND TO
ANY AUDITORS OF MEMBERS OF THE PARTICIPANT GROUP;


                                      102
<PAGE>
         (b)      WHERE REQUESTED OR REQUIRED BY ANY COURT OF COMPETENT
                  JURISDICTION OR ANY COMPETENT JUDICIAL, GOVERNMENTAL,
                  SUPERVISORY OR REGULATORY BODY,

         (c)      WHERE REQUIRED BY THE RULES OF ANY STOCK EXCHANGE ON WHICH THE
                  SHARES OR OTHER SECURITIES OF ANY MEMBER OF THE PARTICIPANT
                  GROUP ARE LISTED OR

         (d)      WHERE REQUIRED BY THE LAWS OR REGULATIONS OF ANY COUNTRY WITH
                  JURISDICTION OVER THE AFFAIRS OF ANY MEMBER OF THE PARTICIPANT
                  GROUP; OR

WITH THE PRIOR WRITTEN CONSENT OF US AND THE BORROWER.

NOTIFICATION OF REQUIRED OR UNAUTHORISED DISCLOSURE YOU AGREE (TO THE EXTENT
PERMITTED BY LAW) TO INFORM US OF THE FULL CIRCUMSTANCES OF ANY DISCLOSURE UNDER
PARAGRAPH 2(B) OR UPON BECOMING AWARE THAT CONFIDENTIAL INFORMATION HAS BEEN
DISCLOSED IN BREACH OF THIS LETTER.

RETURN OF COPIES IF WE SO REQUEST IN WRITING, YOU SHALL RETURN ALL CONFIDENTIAL
INFORMATION SUPPLIED TO YOU BY US AND DESTROY OR PERMANENTLY ERASE ALL COPIES OF
CONFIDENTIAL INFORMATION MADE BY YOU AND USE ALL REASONABLE ENDEAVOURS TO ENSURE
THAT ANYONE TO WHOM YOU HAVE SUPPLIED ANY CONFIDENTIAL INFORMATION DESTROYS OR
PERMANENTLY ERASES SUCH CONFIDENTIAL INFORMATION AND ANY COPIES MADE BY THEM, IN
EACH CASE SAVE TO THE EXTENT THAT YOU OR THE RECIPIENTS ARE REQUIRED TO RETAIN
ANY SUCH CONFIDENTIAL INFORMATION BY ANY APPLICABLE LAW, RULE OR REGULATION OR
BY ANY COMPETENT JUDICIAL, GOVERNMENTAL, SUPERVISORY OR REGULATORY BODY OR IN
ACCORDANCE WITH INTERNAL POLICY, OR WHERE THE CONFIDENTIAL INFORMATION HAS BEEN
DISCLOSED UNDER PARAGRAPH 2(B) ABOVE.

CONTINUING OBLIGATIONS THE OBLIGATIONS IN THIS LETTER ARE CONTINUING AND, IN
PARTICULAR, SHALL SURVIVE THE TERMINATION OF ANY DISCUSSIONS OR NEGOTIATIONS
BETWEEN YOU AND US. NOTWITHSTANDING THE PREVIOUS SENTENCE, THE OBLIGATIONS IN
THIS LETTER SHALL CEASE (A) IF YOU BECOME A PARTY TO OR OTHERWISE ACQUIRE (BY
ASSIGNMENT OR SUB PARTICIPATION) AN INTEREST, DIRECT OR INDIRECT IN THE
FACILITIES OR (B) TWELVE MONTHS AFTER YOU HAVE RETURNED ALL CONFIDENTIAL
INFORMATION SUPPLIED TO YOU BY US AND DESTROYED OR PERMANENTLY ERASED ALL COPIES
OF CONFIDENTIAL INFORMATION MADE BY YOU (OTHER THAN ANY SUCH CONFIDENTIAL
INFORMATION OR COPIES WHICH HAVE BEEN DISCLOSED UNDER PARAGRAPH 2 ABOVE (OTHER
THAN SUB-PARAGRAPH 2(A)) OR WHICH, PURSUANT TO PARAGRAPH 4 ABOVE, ARE NOT
REQUIRED TO BE RETURNED OR DESTROYED).

NO REPRESENTATION; CONSEQUENCES OF BREACH, ETC YOU ACKNOWLEDGE AND AGREE THAT:

NEITHER WE NOR ANY OF OUR OFFICERS, EMPLOYEES OR ADVISERS (EACH A "RELEVANT
PERSON")

         (e)      MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS
                  TO, OR ASSUME ANY RESPONSIBILITY FOR, THE ACCURACY,
                  RELIABILITY OR COMPLETENESS OF ANY OF THE CONFIDENTIAL
                  INFORMATION OR ANY OTHER INFORMATION SUPPLIED BY US OR ANY
                  MEMBER OF THE GROUP OR THE ASSUMPTIONS ON WHICH IT IS BASED OR

         (f)      SHALL BE UNDER ANY OBLIGATION TO UPDATE OR CORRECT ANY
                  INACCURACY IN THE CONFIDENTIAL INFORMATION OR ANY OTHER
                  INFORMATION SUPPLIED BY US OR ANY


                                      103
<PAGE>
                  MEMBER OF THE GROUP OR BE OTHERWISE LIABLE TO YOU OR ANY OTHER
                  PERSON IN RESPECT TO THE CONFIDENTIAL INFORMATION OR ANY SUCH
                  INFORMATION; AND

WE OR MEMBERS OF THE GROUP MAY BE IRREPARABLY HARMED BY THE BREACH OF THE TERMS
OF THIS LETTER AND DAMAGES MAY NOT BE AN ADEQUATE REMEDY; EACH RELEVANT PERSON
OR MEMBER OF THE GROUP MAY BE GRANTED AN INJUNCTION OR SPECIFIC PERFORMANCE FOR
ANY THREATENED OR ACTUAL BREACH OF THE PROVISIONS OF THIS LETTER BY YOU.

NO WAIVER; AMENDMENTS, ETC THIS LETTER SETS OUT THE FULL EXTENT OF YOUR
OBLIGATIONS OF CONFIDENTIALITY OWED TO US IN RELATION TO THE INFORMATION THE
SUBJECT OF THIS LETTER. NO FAILURE OR DELAY IN EXERCISING ANY RIGHT, POWER OR
PRIVILEGE UNDER THIS LETTER WILL OPERATE AS A WAIVER THEREOF NOR WILL ANY SINGLE
OR PARTIAL EXERCISE OF ANY RIGHT, POWER OR PRIVILEGE PRECLUDE ANY FURTHER
EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, POWER OR PRIVILEGES UNDER
THIS LETTER. THE TERMS OF THIS LETTER AND YOUR OBLIGATIONS UNDER THIS LETTER MAY
ONLY BE AMENDED OR MODIFIED BY WRITTEN AGREEMENT BETWEEN US.

INSIDE INFORMATION YOU ACKNOWLEDGE THAT SOME OR ALL OF THE CONFIDENTIAL
INFORMATION IS OR MAY BE PRICE-SENSITIVE INFORMATION AND THAT THE USE OF SUCH
INFORMATION MAY BE REGULATED OR PROHIBITED BY APPLICABLE LEGISLATION RELATING TO
INSIDER DEALING AND YOU UNDERTAKE NOT TO USE ANY CONFIDENTIAL INFORMATION FOR
ANY UNLAWFUL PURPOSE.

NATURE OF UNDERTAKINGS THE UNDERTAKINGS GIVEN BY YOU UNDER THIS LETTER ARE GIVEN
TO US AND (WITHOUT IMPLYING ANY FIDUCIARY OBLIGATIONS ON OUR PART) ARE ALSO
GIVEN FOR THE BENEFIT OF THE BORROWER AND EACH OTHER MEMBER OF THE GROUP.

THIRD PARTY RIGHTS

SUBJECT TO PARAGRAPH 6 AND PARAGRAPH 9 THE TERMS OF THIS LETTER MAY BE ENFORCED
AND RELIED UPON ONLY BY YOU AND US AND THE OPERATION OF THE CONTRACTS (RIGHTS OF
THIRD PARTIES) ACT 1999 IS EXCLUDED.

NOTWITHSTANDING ANY PROVISIONS OF THIS LETTER, THE PARTIES TO THIS LETTER DO NOT
REQUIRE THE CONSENT OF ANY RELEVANT PERSON OR ANY MEMBER OF THE GROUP TO RESCIND
OR VARY THIS LETTER AT ANY TIME.

GOVERNING LAW AND JURISDICTION THIS LETTER (INCLUDING THE AGREEMENT CONSTITUTED
BY YOUR ACKNOWLEDGEMENT OF ITS TERMS) SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF ENGLAND AND THE PARTIES SUBMIT TO THE NON-EXCLUSIVE
JURISDICTION OF THE ENGLISH COURTS.

DEFINITIONS IN THIS LETTER (INCLUDING THE ACKNOWLEDGEMENT SET OUT BELOW):

         "CONFIDENTIAL INFORMATION" means any information relating to the
         Borrower, the Group, and the Facilities including, without limitation,
         the information memorandum, provided to you by us or any of our
         affiliates or advisers, in whatever form, and includes information
         given orally and any document, electronic file or any other way of
         representing or recording information which contains or is derived or
         copied from such information but excludes information that (a)


                                      104
<PAGE>
         is or becomes public knowledge other than as a direct or indirect
         result of any breach of this letter or (b) is known by you before the
         date the information is disclosed to you by us or any of our affiliates
         or advisers or is lawfully obtained by you after that date, other than
         from a source which is connected with the Group and which, in either
         case, as far as you are aware, has not been obtained in violation of,
         and is not otherwise subject to, any obligation of confidentiality;

         "GROUP" means the Borrower and each of its holding companies and
         subsidiaries and each subsidiary of each of its holding companies (as
         each such term is defined in the Companies Act 1985);

         "PARTICIPANT GROUP" means you, each of your holding companies and
         subsidiaries and each subsidiary of each of your holding companies (as
         each such term is defined in the Companies Act 1985); and

         "PERMITTED PURPOSE" means considering and evaluating whether to enter
         into the Facilities.

Please acknowledge your agreement to the above by signing and returning the
enclosed copy.

Yours faithfully


-----------------------------------
For and on behalf of
[Arranger]


To:      [Arranger]
         The Borrower and each other member of the Group

We acknowledge and agree to the above:


-----------------------------------
For and on behalf of
[Potential Lender]


                                      105
<PAGE>
                                   SCHEDULE 11

                                   TIMETABLES

<TABLE>
<CAPTION>
                                              Loans in dollars          Loans in sterling         Loans in other
                                                                                                  currencies
<S>                                           <C>                       <C>                       <C>
Approval as an Optional Currency, if          N/A                       N/A                       11:00 am
required (Clause 4.3 (Conditions relating
to Optional Currencies))                                                                          D-5

Agent notifies the Company if a currency      N/A                       N/A                       3:00 pm
is approved as an Optional Currency in
accordance with Clause 4.3 (Conditions
relating to Optional Currencies)                                                                  D-4

Delivery of a duly completed Utilisation      11:00 am                  11:00 am                  11:00 am
Request (Clause 5.1 (Delivery of a
Utilisation Request) or a Selection
Notice (Clause 10.1 (Selection of             D-3                       D-2                       D-2
Interest Periods))

                                              or in the case of the
                                              first loan, D-2

Agent determines (in relation to a            N/A                       12:00 pm                  12:00 pm
Utilisation) the Base Currency Amount of
the Loan, if required under Clause 5.4
(Lenders' participation)                                                D-2                       D-3

Agent notifies the Lenders of the Loan in     1:00 pm                   1:00 pm                   1:00 pm
accordance with Clause 5.4 (Lenders'
participation)                                D-3                       D-2                       D-3

                                              or in the case of the
                                              first loan, N/A

Agent receives a notification from a          N/A                       9:30 am                   9:30 am
Lender under Clause 6.2 (Unavailability
of a currency)                                                          D                         D-2

Agent gives notice in accordance with         N/A                       11:00 am                  11:00 am
Clause 6.2 (Unavailability of a
currency)                                                               D                         D-2

LIBOR is fixed                                11:00 am                  11:00 am                  11:00 am

                                              D-2                       D                         D-2
</TABLE>


                                      106
<PAGE>
Where "D" represents the date of drawdown, "-1", "-2" and "-3" etc represents
the number of Business Days before that date and all times are UK times.



                                      107
<PAGE>
                                   SCHEDULE 12

                            POST IPO GROUP STRUCTURE


                      [POST IPO GROUP STRUCTURE FLOWCHART]



                                      108
<PAGE>
                                   SCHEDULE 13

                               MATERIAL COMPANIES


<TABLE>
<CAPTION>
NAME OF ORIGINAL BORROWER                    COUNTRY OF INCORPORATION           COMPANY NUMBER
                                                                                (WHERE RELEVANT)
<S>                                          <C>                                <C>

Inveresk Research Group, Inc.                US (Delaware)
</TABLE>


<TABLE>
<CAPTION>
NAME OF ORIGINAL GUARANTOR
<S>                                          <C>                                <C>

Inveresk Research Group Limited              UK                                 SC198206

Inveresk Research Holdings Limited           UK                                 3662374

Inveresk Research International Limited      UK                                 SC091725

Inveresk Clinical Research Limited           UK                                 SC109802

Inveresk Research (Canada) Inc.              Canada                             38444811

Inveresk Research North Carolina Inc.        US (North Carolina)

Inveresk Research Limited                    UK                                 02211403

Inveresk Research Inc.                       US (Delaware)

Clintrials BioResearch Limited               (Quebec)                           1145923539
</TABLE>


                                      109
<PAGE>
                                   SIGNATORIES


<TABLE>
<S>                                         <C>
EXECUTED FOR AND ON BEHALF OF
INVERESK RESEARCH GROUP, INC.
BY

/s/ Walter S. Nimmo                                       (TITLE)
------------------------------------------

    Walter S. Nimmo                          FULL NAME
------------------------------------------


EXECUTED FOR AND ON BEHALF OF
INVERESK RESEARCH GROUP LIMITED
BY

/s/ Walter S. Nimmo                         DIRECTOR/AUTHORISED SIGNATORY
------------------------------------------

    Walter S. Nimmo                         FULL NAME
------------------------------------------


EXECUTED FOR AND ON BEHALF OF
INVERESK RESEARCH HOLDINGS LIMITED
BY

/s/ Walter S. Nimmo                         DIRECTOR/AUTHORISED SIGNATORY
------------------------------------------

    Walter S. Nimmo                         FULL NAME
------------------------------------------


EXECUTED FOR AND ON BEHALF OF
INVERESK RESEARCH INTERNATIONAL LIMITED
BY

/s/ Walter S. Nimmo                         DIRECTOR/AUTHORISED SIGNATORY
------------------------------------------

    Walter S. Nimmo                         FULL NAME
------------------------------------------


EXECUTED FOR AND ON BEHALF OF
INVERESK CLINICAL RESEARCH LIMITED
BY

/s/ Walter S. Nimmo                         DIRECTOR/AUTHORISED SIGNATORY
------------------------------------------

    Walter S. Nimmo                         FULL NAME
------------------------------------------


EXECUTED FOR AND ON BEHALF OF
INVERESK RESEARCH (CANADA) INC.
BY

/s/ Walter S. Nimmo                                       (TITLE)
------------------------------------------

    Walter S. Nimmo                         FULL NAME
------------------------------------------
</TABLE>


                                      110
<PAGE>
<TABLE>
<S>                                         <C>
EXECUTED FOR AND ON BEHALF OF
INVERESK RESEARCH NORTH CAROLINA INC.
BY

/s/ Walter S. Nimmo                                       (TITLE)
------------------------------------------

    Walter S. Nimmo                         FULL NAME
------------------------------------------


EXECUTED FOR AND ON BEHALF OF
INVERESK RESEARCH LIMITED
BY

/s/ Walter S. Nimmo                         DIRECTOR/AUTHORISED SIGNATORY
------------------------------------------

    Walter S. Nimmo                         FULL NAME
------------------------------------------


EXECUTED FOR AND ON BEHALF OF
INVERESK RESEARCH INC.
BY

/s/ Walter S. Nimmo                                       (TITLE)
------------------------------------------

    Walter S. Nimmo                         FULL NAME
------------------------------------------


EXECUTED FOR AND ON BEHALF OF
CLINTRIALS BIORESEARCH LIMITED
BY

/s/ Walter S. Nimmo                                       (TITLE)
------------------------------------------

    Walter S. Nimmo                         FULL NAME
------------------------------------------


EXECUTED FOR AND ON BEHALF OF
THE ROYAL BANK OF SCOTLAND PLC
IN ITS CAPACITIES AS ARRANGER, SECURITY
TRUSTEE, HEDGING COUNTERPARTY, ORIGINAL
LENDER AND AGENT
BY

/s/ John Stewart                            AUTHORISED SIGNATORY
------------------------------------------

    John Stewart                            FULL NAME
------------------------------------------
</TABLE>


                                      111