AMENDMENT NO. 1 TO

                            SERVICE AGREEMENT BETWEEN

                        HUNTINGDON LIFE SCIENCES LIMITED

                                       AND

                            JULIAN TORQUIL GRIFFITHS





                           DATED AS OF APRIL 15, 2002





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     This is Amendment No. 1, dated as of April 15, 2002 (this  "Amendment")  to
that certain Service  Agreement,  dated as of April 29, 1999 (the  "Agreement"),
between  Huntingdon  Life Sciences  Limited (the  "Company")  and Julian Torquil
Griffiths (the "Executive"). Capitalized terms used but not defined herein shall
have the meanings ascribed to them in the Agreement.

     In  consideration of the promises and mutual covenants set forth herein and
in the Agreement, the parties hereto agree as follows:

          1. The definition of the term "Holding Company" in Section 1(1) of the
     Agreement  shall be amended to delete the words  "Huntingdon  Life Sciences
     Group plc" and replace them with "Life Sciences Research, Inc."

          2. The  remuneration of the Executive set forth in Section 6(1) of the
     Agreement shall be amended by deleting the words  "(pound)80,000  gross per
     year" and replacing them with the words "(pound)125,000 gross per year".

          3. The provision with respect to payment to Executive upon termination
     of employment set forth in Section 16(1) of the Agreement  shall be amended
     by deleting the words "net basic  salary  referred to in clause 6(1) at the
     then  applicable  rate for all or any unexpired  part of the notice period"
     and adding instead "in an amount equal to the Executive's annualized salary
     plus any additional  compensation (such as bonus or incentive compensation)
     earned or received by the  Executive  from the Company in the prior  twelve
     months."

          4. A new Section 25 with respect to payment to Executive in connection
     with  termination  of employment  following a Change of Control is added as
     follows:

          If within the twelve  months  following  a Change of Control of Parent
     the  Executive's  employment is terminated by the Company  without Cause or
     the Executive resigns such employment for Good Reason,  then within 30 days
     after such  termination  or  resignation  the Company shall make a lump sum
     severance payment in cash to Executive in an amount equal to 2.99 times the
     Executive's  then  current  annualized  base  salary  plus  2.99  times any
     additional compensation (such as bonus or incentive compensation) earned or
     received during the 12 months prior to such termination or resignation.

          For purposes of this Section 25, and  notwithstanding any other use of
     the specified term elsewhere in this Agreement,

          "Cause"  shall mean (a) breach of fiduciary  duty  involving  personal
     profit,  (b) conviction of a felony,  (c) violation of the  confidentiality
     provisions of this Agreement or (d)  intentional  failure to perform stated
     duties  of  employment  that  materially  adversely  affect  the  Company's
     interests.

          "Change of Control" shall mean,  notwithstanding  the prior occurrence
     of any other event  constituting a "change of control" (a) the  acquisition
     by any person or group of, or the  entering  into of any  agreement  by any
     person or group to acquire by purchase, merger, consolidation or otherwise,
     or the  commencement  of a tender offer or exchange  offer by any person or
     group  for,  beneficial   ownership  (within  the  meaning  of  Rule  13d-3
     promulgated  under the  Securities  Exchange  Act of 1934,  as  amended) of
     shares  resulting in the  beneficial  ownership of thirty  percent (30%) or
     more of the total  number of votes  which may be cast for the  election  of
     directors of Parent,  or (b) the  acquisition by any person or group or the
     entering  into of any  agreement  by any person or group to acquire  all or
     substantially  all of the assets of the Parent, or (c) the persons who were
     directors of the Parent  prior to any cash tender offer or exchange  offer,
     merger or other business combination or other  reorganization,  sale of all
     or substantially all of Parent's assets, contested or other election or any
     combination  of the foregoing  transactions  cease to constitute at least a
     majority of the Board following any of such transactions,  or (d) any other
     change  of  control  of a nature  that  would be  required  to be  reported
     (assuming such event has not been previously  reported) in response to Item
     1(a) of the Current  Report on Form 8-K,  as in effect on the date  hereof,
     pursuant to Section 13 or 15(d) of the Securities  Exchange Act of 1934, as
     amended."

          "Good Reason" shall mean:

          (a) After a Change of Control of the Parent shall have  occurred,  and
     without the express  written  consent of Executive,  he is given a title or
     assigned any duties  materially  inconsistent  with his  position,  duties,
     responsibilities  or status with the Company as in effect immediately prior
     to such Change of Control;

          (b) The  base  salary  of  Executive,  and/or  incentive  compensation
     opportunity  and/or  benefits,  is reduced below that in effect at the date
     hereof or at the time of the Change of Control as applicable; or

          (c) Without the express written  consent of Executive,  he is required
     after a Change of  Control  to be  permanently  based  anywhere  other than
     within a 30 mile radius of his office location  immediately prior to Change
     of Control,  except for  required  travel on the  Company's  business to an
     extent consistent with his duties hereunder.

     5. This Amendment shall be binding upon any successors or permitted assigns
of the Company and/or Parent.

     6. This Amendment shall be governed by the laws of England.

     The parties  hereto have  executed and delivered  this  Amendment as of the
date first above written.

HUNTINGDON LIFE SCIENCES LIMITED


By:      /s/ Brian Cass
Name:     Brian Cass
Title:    Managing Director

JULIAN TORQUIL GRIFFITHS

/s/ Julian Torquil Griffiths
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