<PAGE>
                               Dated 2 July 1997



                             GALEN HOLDINGS LIMITED
                       (TO BE RENAMED GALEN HOLDINGS PLC)

                                     -and-

                            ROBERT GEOFFREY ELLIOTT




                          ---------------------------
                          EXECUTIVE SERVICE AGREEMENT
                          ---------------------------




                              ASHURST MORRIS CRISP
                                Broadwalk House
                                5 Appold Street
                                London EC2A 2HA

                               Tel: 0171-638 1111
                               Fax: 0171-972 7990

                               MAW/MGC/G82900013



<PAGE>
THIS AGREEMENT is made on 2 July 1997

BETWEEN:-

(1)    GALEN HOLDINGS LIMITED (to be renamed Galen Holdings PLC) (No. N17005)
       whose registered office is at Seagoe Industrial Estate, Craigavon, N.
       Ireland BT63 5UA (the "Company"); and

(2)    ROBERT GEOFFREY ELLIOTT of 7 Killuney Park, Armagh, County Armagh BT61
       9HG (the "Executive").

THE PARTIES AGREE AS FOLLOWS:

1.     DEFINITIONS

       In this agreement unless the context otherwise requires:-

1.1    "Board" means the board of directors of the Company;

1.2    "Group Companies" means the Company and all subsidiary and associated
       companies of the Company;

1.3    "associated company" means a company which falls to be so treated as such
       for the purposes of Statement of Standard Accounting Practice No. 1 of
       the Institute of Chartered Accountants in England & Wales;

1.4    "subsidiary" has the meaning given to it in Article 4 of the Companies
       (Northern Ireland) Order 1986;

1.5    "Listing" means the admission of the whole of the share capital, issued
       and to be issued, of the Company to the Official List of the London Stock
       Exchange Limited.

2.     TERM AND APPOINTMENT

2.1    Subject to completion of Listing by 31st August 1997 (the "Condition")
       the Company shall engage the Executive and the Executive shall serve the
       Company as hereinafter provided (the "Appointment"). The Appointment
       shall commence on the date of Listing and shall continue subject as
       hereinafter mentioned unless and until terminated by either party giving
       to the other not less than 12 months' previous notice in but not in any
       event so as to extend beyond the Executive's 60th birthday.

2.2    The Executive agrees that, subject to clauses 2.3 and 2.4 below the
       Company, at its absolute discretion, may terminate the Executive's
       employment hereunder forthwith by payment to the Executive in lieu of the
       notice period or the balance thereof if notice pursuant to Clause 2.1 has
       previously been given (such notice period or balance being referred to in
       this Clause 2.2 as the "Compensation Period"), a termination payment
       ("the Termination Payment") equal to:

       (a)  the salary (at the rate applicable at the date of termination of
            employment) to which the Executive would have been entitled during
            the Compensation Period; and



                                      -1-



<PAGE>
               (b)  a sum equal to:

                    A x B

                    Where "A" is the cost to the Company of providing the other
                    contractual benefits to the Executive under this Agreement
                    in the 12 months immediately preceding the Compensation
                    Period; and

                    "B" is the length of the Compensation Period expressed in
                    years or fractions thereof.

2.3    The Termination Payment shall be divided into equal monthly instalments
       which shall be payable on or before the last day of each month during the
       Compensation Period.

2.4    Without prejudice to clause 12 (restrictions which apply after
       termination of employment), during the Compensation Period the Executive
       shall be subject to a duty, equivalent to the common law duty to mitigate
       loss, to seek new employment(s) and/or engagement(s) so as to limit the
       amount of the Termination Payment payable to him. In the event that
       during the Compensation Period the Executive shall obtain any new
       employment(s) and/or engagement(s), the Executive shall make full
       disclosure to the Company of all remuneration of other benefits payable
       in respect of such new employment(s) and/or engagement(s) and the
       instalments of the Termination Payment shall be reduced by the amount or
       value of such remuneration or other benefits payable in respect of the
       Compensation Period.

2.5    In the event that the Condition is not satisfied this Agreement shall
       immediately lapse and be of no effect.

3.     DUTIES

3.1    During the Appointment the Executive shall devote such time as is
       necessary to perform the duties assigned to him and shall well and
       faithfully serve the Company and use his best endeavours to promote the
       interests of the Company and shall obey all reasonable and lawful
       directions given to him by or under the authority of the Board and
       subject thereto the Executive shall perform the duties of Chief Financial
       Officer.

3.2    The Executive may be required in pursuance of his duties hereunder:-

       (a)  to perform services not only for the Company but also for any of the
            Group Companies and without further remuneration (except as
            otherwise agreed) to accept such offices in any of the Group
            Companies as the Company may from time to time reasonably require
            and if the Executive shall cease to be a director for any reason
            then he may (at the will of the Company) continue as an employee
            only;

       (b)  to work at such places within Northern Ireland as the Company may
            require and with the Executive's consent elsewhere in the United
            Kingdom as the Company may reasonably require, the Company
            reimbursing the Executive in respect of all reasonable relocation
            expenses;


                                      -2-



<PAGE>
     (c)  to travel to such places whether in or outside the United Kingdom by
          such means and on such occasions as the Company may from time to time
          reasonably require;

     (d)  to make reports to the Board and/or the Board of its holding company
          on any matters concerning the affairs of the Company or any other
          Group Company as it or they may reasonably require.

3.3  Notwithstanding the foregoing or any other provision of this agreement the
     Company shall not be under any obligation to vest in or assign to the
     Executive any powers or duties and may at any time require the Executive
     to perform:-

     (a)  all his normal duties;

     (b)  a part only of his normal duties and no other duties;

     (c)  such duties as it may reasonably require and no others;

     (d)  no duties whatever;

     and may from time to time suspend or exclude the Executive from the
     performance of his duties and/or from all or any premises of the Company
     for the period of six months in total at any one time without the need to
     give any reason for so doing but his salary will not cease to be payable
     (in whole or in part) nor will he cease to be entitled to any other
     benefits hereunder by reason only of such requirements as mentioned in
     paragraphs 3.3(b) to 3.3(d) of this clause or such suspension or exclusion
     (unless or until his employment under this agreement shall be terminated).
     During any such suspension or exclusion, if the Company so requests the
     Executive shall be obliged to resign as a director of the Company with
     immediate effect.

4.   HOLIDAY ENTITLEMENT

     During the Appointment the Executive shall be entitled to 25 working days'
     holiday (in addition to public holidays) in each calendar year January to
     December at full salary to be taken at such time or times as may be
     approved by the Board. Holidays not taken cannot be carried over to a
     subsequent year. Upon the determination of the Appointment either the
     Executive shall be entitled to receive payment in lieu of accrued holidays
     not taken at that date (provided that such determination is not pursuant
     to clause 12) or the Company shall be entitled to make a deduction from
     the Executive's remuneration in respect of holidays taken in excess of the
     accrued entitlement. The accrued holiday entitlement at the date of
     determination shall be calculated on the basis of 2 days' holiday for each
     completed calendar month of service in the then current calendar year and
     the amount of the payment in lieu or deduction shall be calculated on the
     basis of 1/260 of the Executive's annual salary for each day's holiday not
     taken or taken in excess of the accrued entitlement.


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<PAGE>
5.   DISCLOSURE OF INTERESTS

5.1  Except as a representative of the Company or with the previous approval of
     the Board (such approval not to be unreasonably withheld or delayed) the
     Executive shall not during the Appointment whether directly or indirectly
     paid or unpaid be engaged or concerned in the conduct of any other actual
     or prospective business or profession or be or become an employee, agent,
     partner, consultant or director of any other company or firm or assist or
     have any financial interest in any other such business or profession.

5.2  The Executive shall be permitted to hold shares or securities of a company
     any of whose shares or securities are quoted or dealt in on any recognised
     investment exchange provided that:-

     (a)  any such holding shall not exceed three per cent of the issued share
          capital of the company concerned and is held by way of bona fide
          investment only ("Investment"); and

     (b)  the Executive complies with the Model Code for Securities Transactions
          by Directors of listed companies issued from time to time by The Stock
          Exchange and any other regulations applicable to the Executive details
          of which are available from the Company Secretary.

5.3  The Executive shall disclose to the Board any matters relating to his
     spouse (or anyone living as such), their children, step children, parents
     or any trust or firm whose affairs or actions he controls which, if they
     applied to the Executive, would contravene clause 5.1, to the extent that
     the Executive has actual knowledge of such matters.

5.4  Subject to clause 3.1 those business activities of the Executive set out in
     the Schedule 7 declaration to the London Stock Exchange, together with
     supplementary declarations thereto shall not constitute a breach of this
     Clause 5 or of Clause 12 hereof.

6.   REMUNERATION

6.1  During the Appointment, as remuneration for his services hereunder, the
     Executive shall be paid a fixed salary at the rate of pound sterling
     125,000 per annum such salary to be subject to annual review by the
     Remuneration Committee of the Board. Such salary shall be inclusive of any
     fees or remuneration which he would otherwise be entitled to receive from
     the Company or any associated company and shall be payable by bank credit
     transfer in equal monthly installments in arrears on or before the last
     working day of each calendar month.

6.2  In addition to the said salary a bonus shall be paid to the Executive at
     the absolute discretion of the Board (who may suspend or discontinue such
     payments at any time in the interests of the Company whether generally or
     in relation to the Executive) provided that the Board may be free at any
     time to vote to the Executive such additional benefits or remuneration as
     it thinks fit by way of bonus or otherwise without the same being deemed
     thereby for any purpose to become part of the contractual remuneration or
     fixed salary hereunder.


                                      -4-
<PAGE>
7.   EXPENSES

     The Executive shall be entitled to be repaid all reasonable travelling
     hotel and other expenses properly authorised by the Board and incurred in
     or about the performance of the duties hereunder, which expenses shall be
     evidenced in such manner as the Company may specify from time to time.

8.   COMPANY CAR

     To assist in the performance of the duties hereunder the Company shall
     during the Appointment provide the Executive with a car of a cost and type
     to be determined from time to time by the Board and subject to any terms
     and conditions which the Company may from time to time reasonably impose on
     the Executive in relation thereto (whether permitting limiting excluding or
     imposing a charge upon the private use thereof or requiring a contribution
     to the costs thereof). Subject thereto the Company shall bear the cost of
     insuring testing taxing repairing and maintaining the same and shall
     reimburse to the Executive all reasonable running expenses of the car
     properly incurred in connection with the performance of duties hereunder.
     The Executive shall:-

8.1  take good care of the car and ensure that the provisions and conditions of
     any policy of insurance relating thereto are observed;

8.2  not permit such car to be taken out of the United Kingdom or Republic of
     Ireland without the written consent of the Company; and

8.3  return the car and its keys and all documents relating to it to the
     Company's Registered Office immediately upon the termination of the
     Appointment howsoever arising.

9.   BENEFITS

9.1  The Company shall make a contribution of L25,000 directly to the Connors
     Chemists Retirement Benefit Scheme for the benefit of the Executive, or
     such other sum as may from time to time be agreed with the Remuneration
     Committee of the Board.

9.2  The Executive shall be entitled to participate in the Company's permanent
     health insurance and private health insurance schemes, subject to their
     rules from time to time.

9.3  The Company shall pay the rental and call charges for the Executive's home
     telephone.

10.  CONFIDENTIAL INFORMATION

10.1 The Executive shall not use or divulge or communicate to any person other
     than with proper authority any of the trade secrets or other confidential
     information of or relating to the Company or any of the Group Companies
     (including but not limited to details of customers, potential customers,
     consultants, suppliers, potential suppliers, designs, product details,
     future product details, prices, discounting arrangements, specific product
     applications, existing trade arrangements, terms of business and those in
     the course of negotiation, operating systems, pricing and fee structures,
     financial information, inventions,

                                      -5-


<PAGE>
     research and development activities, scientific formulae and manufacturing
     techniques and processes) which he may have created developed received or
     obtained while in the service of the Company or any of the Group Companies.
     This restriction shall continue to apply after the termination of the
     Appointment howsoever arising without limit in point of time including
     ideas information or knowledge which may come into the public domain for so
     long as the Executive is in a position to use such information more readily
     than others who have not worked for the Company PROVIDED THAT nothing in
     this clause shall prevent the Executive exercising his own skill and
     knowledge after the termination of the Appointment.

10.2 The Executive shall not during the Appointment make otherwise than for the
     benefit of the Company and as may be required for the proper performance of
     his duties pursuant to the Appointment any records (whether recorded on
     paper, computer memory or discs or otherwise) relating to any matter within
     the scope of the business of the Company or any of the Group Companies or
     concerning any of its of their dealings or affairs nor either during the
     Appointment or thereafter use or permit to be used any such records
     otherwise than for the benefit of the Company it being agreed by the
     parties that all such records (and copies thereof) in the possession or
     control of the Executive shall be the property of the Company and shall be
     handed over by the Executive to the Company from time to time and on demand
     and in any event upon the termination of the Appointment.

10.3 The Executive shall not during the Appointment speak in public or write any
     article for publication on any matter connected with or relating to the
     business of the Company or any of the Group Companies without first
     obtaining the approval of the Board such approval not to be unreasonably
     withheld or delayed.

11   INVENTIONS AND CREATIVE WORKS

11.1 The Executive acknowledges that in the course of his employment and as part
     of his duties he may conceive or make, individually or with others, certain
     inventions, ideas, discoveries, developments, writings, designs, drawings,
     improvements and innovations, whether or not patentable, or capable of
     registration (collectively, "INVENTIONS"); and he may develop or produce,
     individually or with others, certain works in which copyright and/or
     unregistered design right will subsist in various media, including but not
     limited to electronic materials (collectively, "CREATIVE WORKS"), AND
     agrees that he will promptly disclose in writing to the Company all
     Inventions and Creative Works.

11.2 "INTELLECTUAL PROPERTY" means patents, trade marks and service marks,
     rights in designs, trade or business names, copyrights (including rights in
     computer software) (whether or not any of these is registered and including
     applications for registration of any such thing) and all rights or forms of
     protection of a similar nature or having equivalent or similar effect to
     any of these which may subsist anywhere in the world.

11.3 The Executive acknowledges that any Inventions of Creative Works and any
     and all Intellectual Property subsisting or which may in the future subsist
     in such Inventions or Creative Works whether or not conceived or made
     during working hours, including, without limitation, those which:-

     (a)  relate in any manner to the business of the Company or any of the
          Group


                                      -6-
<PAGE>
          Companies or to its or their actual or demonstrably anticipated
          activities; or

      (b) result from or are made in the course of the Executive's employment
          by the Company; or

      (c) involve the use of any equipment, supplies, facilities, confidential
          information, documents, Intellectual Property or time of the Company
          or any of the Group Companies.

      will on creation vest in and be the exclusive property of the Company in
      the United Kingdom or any other part of the world and where the same does
      not automatically vest as aforesaid the Executive agrees at the Company's
      request and expense to assign the same to the Company (or as it may
      direct) or in the case of any future copyright in the same the Executive
      hereby assigns such copyright to the Company.

11.4  The Executive agrees that, without limitation to the foregoing:-

      (a) any Invention disclosed by the Executive to a third person or
          described in a patent or registered design application filed by the
          Executive or on the Executive's behalf; and

      (b) any Creative Work disclosed to a third person, published or the
          subject of an application for copyright or other registration filed by
          the Executive or on the Executive's behalf.

      during or within six months following termination of the Appointment will
      be presumed to have been written, developed, produced, conceived or made
      by the Executive during the Appointment, unless proved by the Executive
      to have been written, developed, produced, conceived or made by the
      Executive following the termination of the Appointment.

11.5  The Executive hereby irrevocably waives any rights which he may have in
      the Inventions or the Creative Works which are or have been conferred on
      him by chapter IV of part I of the Copyright, Designs and Patents Act
      1988 headed "Moral Rights" and by any other laws of a similar or
      equivalent nature in any of the countries of the world.

11.6  The Executive will also, at the Company's request and expense, execute
      specific assignments of any Invention or Creative Work and execute,
      acknowledge and deliver such other documents and take such further action
      as the Company may require, at any time during or subsequent to the
      period of the Appointment, to vest or evidence title in Inventions or
      Creative Works in the Company (or as it may direct) and subject to the
      Executive being indemnified against all reasonable costs and expenses to
      use his best endeavours to obtain, maintain and defend the Intellectual
      Property in the Inventions or Creative Works in any and all countries or
      to otherwise give effect to the provisions of this agreement.

11.7  The Executive HEREBY IRREVOCABLY APPOINTS the Company to be his attorney
      in his name and on his behalf to execute and do any such instrument or
      thing and generally to use his name for the purpose of giving to the
      Company or its nominee the full benefit of the provisions of this clause
      11 and acknowledges in favour of any third party that a certificate

                                      -7-

<PAGE>
       in writing signed by any Director or the Secretary of the Company that
       any instrument or act falls within the authority hereby conferred shall
       be conclusive evidence that such is the case.

11.8   The Executive shall not knowingly do or permit to be done any act or
       knowingly omit to do any thing which the Executive is aware (or ought
       reasonably to be aware) might imperil, jeopardise or prejudice any of the
       rights referred to in this clause 11 or which might invalidate or
       prejudice any application made by the Company for a patent, registered
       design, copyright, design right or other similar right in any part of the
       world.

12.    RESTRICTIONS AFTER TERMINATION

12.1   The Executive covenants to the Company (for itself and as trustee for
       each of the Group Companies) that she shall not for the following periods
       after the termination of the Appointment howsoever arising (but excluding
       repudiatory breach of this agreement by the Company) save with the prior
       written consent of the Board which shall not be unreasonably refused or
       delayed directly or indirectly, either alone or jointly with or on behalf
       of any person, firm, company or entity and whether on his own account or
       as principal partner shareholder director employee consultant or in any
       other capacity whatsoever:-

       (a)  for six months following termination in the Relevant Territory and
       in competition with the Company or any of the Relevant Group Companies
       engage, assist or be interested in any undertaking which provides
       services/products similar to those provided by the Company or any of the
       Relevant Group Companies in the 12 months prior to termination and with
       which the Executive was concerned in the said period of 12 months;

       (b)  for three months following termination in the Relevant Territory
       solicit or interfere with or endeavour to entice away from the Company or
       any of the Relevant Group Companies any person, firm, company or entity
       who was a customer of the Company or any of the Relevant Group Companies
       in the 12 months prior to termination and with whom the Executive was
       concerned or had personal contact in the said period of 12 months;

       (c)  for six months following termination in the Relevant Territory be
       concerned with the supply of services/products to any person, firm,
       company or entity which was a customer of the Company or any of the
       Relevant Group Companies in the 12 months prior to termination where such
       services/products are in competition with those services/products
       supplied by the Company or any of the Relevant Group Companies in the
       said 12 month period, with which supply the Executive was concerned in
       the said period of 12 months;

       (d)  for six months following termination offer to employ or engage or
       solicit the employment or engagement of any person who immediately prior
       to the date of termination was a member of the senior management team of
       the Company or any of the Relevant Group Companies and with whom the
       Executive worked in the 12 months prior to termination (whether or not
       such person would commit any breach of their contract of employment or
       engagement by reason of leaving the service of such company); and




                                      -8-
<PAGE>
     (e) represent himself as being in any way connected with or interested in
         the business of the Company or any of the Relevant Group Companies
         other than in his capacity as a shareholder of any such company.

12.2 Each of the obligations contained in this clause constitutes an entire
     separate and independent restriction on the Executive, despite the fact
     that they may be contained in the same phrase and if any part is found to
     be unenforceable the remainder will to the extent legally permissible
     remain valid and enforceable.

12.3 While the restrictions are considered by the parties to be fair and
     reasonable in the circumstances, it is agreed that if any such restrictions
     should be judged to be void or ineffective for any reason but would be
     treated as valid and effective if part of the wording thereof were deleted
     or the periods thereof reduced or the area thereof reduced in scope, the
     said restrictions shall apply with such modifications as will be necessary
     to make them valid and effective.

12.4 The Executive agrees that he will at the request and cost of the Company
     enter into a direct agreement with any of the Group Companies under which
     he will accept restrictions corresponding to the restrictions contained in
     this clause (or such as will be appropriate in the circumstances) in
     relation to such Group Company PROVIDED THAT any such direct agreement will
     not impose any greater or more onerous restrictions on the Executive than
     those contained in this agreement.

12.5 The provisions of this clause will not prevent the Executive from holding
     an Investment.

12.6 For the purposes of this clause:-

     (a) a "Relevant Group Company" means any of the Group Companies for which
         the Executive has performed services or in which he has held office
         during the 12 months immediately preceding termination and, if
         applicable, their predecessors in business during such 12 month period;
         and

     (b) "Relevant Territory" means the area constituting the market of the
         Company or any of the Relevant Group Companies for products and
         services with which the Executive shall have been concerned in the
         period of 12 months prior to termination.

13.  TERMINATION BY EVENTS OF DEFAULT

     The employment of the Executive may be terminated at any time by the
     Company by notice but with immediate effect and without liability for
     compensation or damages:-

     (a) if the Executive is guilty of any gross default of his obligations
         hereunder or grave misconduct in connection with or affecting the
         business of any Group Company; or

     (b) in the event of any repeated breach or non-observance by the Executive
         (after a warning in writing) of any of the stipulations contained in
         this agreement; or


                                     - 9 -

<PAGE>
     (c)  if the Executive has an interim receiving order made against him
          becomes bankrupt or makes any composition or enters into any deed of
          arrangements with his creditors; or

     (d)  if the Executive is convicted of any criminal offence punishable by
          imprisonment (other than an offence under road traffic legislation in
          the United Kingdom or elsewhere for which a fine or non-custodial
          penalty is imposed); or

     (e)  if the Executive shall have committed any act of dishonesty or gross
          misconduct or any conduct tending in the reasonable opinion of the
          Board to bring the Company or any Group Company into disrepute; or

     (f)  if the Executive becomes prohibited by law from holding the office of
          director in any company; or

     (g)  if the Executive resigns as a director of the Company or any Group
          Company otherwise than at the request of the Company.

14.  INCAPACITY

     If the Executive shall be incapacitated during the Appointment by
     ill-health or accident from performing his duties hereunder for an
     aggregate of 180 days or more in any period of 12 months the Company may by
     written notice to the Executive forthwith (or as from a future date
     specified in the notice) discontinue payment in whole or part of the
     remuneration under clause 6 hereof until such incapacity shall cease or
     (whether or not his remuneration shall have been discontinued as aforesaid)
     determine the Appointment. Subject as aforesaid the said remuneration shall
     continue to be payable to the Executive under clause 6 notwithstanding such
     incapacity but the Company shall be entitled to set off or deduct therefrom
     the amount of any sickness or other benefit to which the Executive is
     entitled under Social Security legislation for the time being in force.

15.  OBLIGATIONS UPON TERMINATION

     Upon the termination of the Appointment howsoever arising the Executive
     shall:-

15.1 at any time or from time to time thereafter upon the request of the
     Company, resign without claim for compensation (save for any claim in
     respect of a breach of the terms of this Agreement) from:-

     (a)  all offices held in the Company or any of the Group Companies; and

     (b)  membership of any organisation and any office in any other company
          acquired by reason of or in connection with the Appointment;

     and should he fail to do so the Company is hereby irrevocably appointed to
     be the Executive's Attorney in his name and on his behalf to execute any
     documents and to do any things necessary or requisite to give effect to
     this clause;


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<PAGE>
15.2  deliver to the Board all documents (including, but not limited to,
      correspondence, lists of customers, notes, memoranda, plans, drawings and
      other documents of whatsoever nature and all copies thereof) made or
      compiled or acquired by the Executive during the Appointment and
      concerning the business, finances or affairs of the Company or any of the
      Group Companies or customers.

16.   RECONSTRUCTION AND AMALGAMATION

      If at any time the Executive's employment is terminated in connection with
      any reconstruction or amalgamation of the Company or any of the Group
      Companies whether by winding up or otherwise and the Executive receives an
      offer on terms which are similar in all material respects to the terms of
      this agreement from a company involved in or resulting from such
      reconstruction or amalgamation the Executive shall have no claim
      whatsoever against the Company or any such company arising out of or
      connected with such termination.

17.   NOTICES

      Any notice to be given hereunder shall be in writing. Notices may be given
      by either party by personal delivery or post or by fax addressed to the
      other party at (in the case of the Company) its registered office for the
      time being and (in the case of the Executive) his last known address and
      any such notice given by letter or fax shall be deemed to have been served
      at the time at which the letter was delivered personally or transmitted or
      if sent by post would be delivered in the ordinary course of post.

18.   PREVIOUS CONTRACTS

      This agreement is in substitution for any previous contract of service
      between the Company or any of the Group Companies and the Executive which
      shall be deemed to have been terminated by mutual consent as from the
      commencement of the Appointment.

19.   PROPER LAW

      This agreement shall be governed and construed in all respects in
      accordance with the laws of Northern Ireland and the parties submit to the
      non-exclusive jurisdiction of the Courts of Northern Ireland in
      determining matters arising under it.

20.   CONSTRUCTION

20.1  The headings in this agreement are inserted for convenience only and shall
      not affect its construction.

20.2  Any reference to a statutory provision shall be construed as a reference
      to any statutory modification or re-enactment thereof (whether before or
      after the date hereof) for the time being in force.

21.   STATUTORY INFORMATION AND SCHEDULE 1

Schedule 1 hereto (in addition to this agreement) constitutes a written
statement as at the date


                                     - 11 -
<PAGE>
hereof of the terms of employment of the Executive in compliance with the
provisions of the Employment Rights (Northern Ireland) Order 1996; it does not
form part of the contract of employment and may be varied by the Company by
notice in writing to the Executive of any changes applicable to his employment.

IN WITNESS whereof this agreement has been executed as a deed on the date first
before written.

Signed as a deed by the said                 )
ROBERT GEOFFREY ELLIOTT                      )  /s/ ILLEGIBLE
in the presence of:                          ) ......................

/s/ ILLEGIBLE



Signed by                                    )
duly authorised for and on behalf of         ) /s/ ILLEGIBLE
GALEN HOLDINGS LIMITED                       ).......................
in the presence of:                          ) Director

/s/ ILLEGIBLE






                                     - 12 -