AMENDMENT NO. 2 TO

                      MANAGEMENT SERVICES AGREEMENT BETWEEN

                       HUNTINGDON LIFE SCIENCES GROUP PLC

                                       AND

                           FOCUSED HEALTHCARE PARTNERS





                            DATED AS OFAPRIL 15, 2002





<PAGE>


     This is Amendment No. 2, dated as of April 15, 2002 (this  "Amendment")  to
that  certain  Management  Services  Agreement,  dated as of August 7, 1998,  as
amended by Letter  Agreement dated January 26, 2000 (the  "Agreement"),  between
Huntingdon  Life  Sciences  Group plc (the  "Company")  and  Focused  Healthcare
Partners (the "Consultant"). 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  "Board" in Section  1(1) of the  Agreement  is
     amended to mean "the board of directors for the time being of Life Sciences
     Research, Inc."

          2. The  definition  of  "Group" in Section  1(1) of the  Agreement  is
     amended  to read  "'Group'  means the  Company,  its parent  Life  Sciences
     Research, Inc. and their subsidiaries and Associated Companies for the time
     being and `Group Company' means any one of them."

          3. A new  definition  of  "Parent"  is  added to  Section  1(1) of the
     Agreement: "Parent means Life Sciences Research, Inc."

          4.  The  provision   with  respect  to  payment  to  Consultant   upon
     termination  of the  Agreement  set forth in Section 9(3) of the  Agreement
     shall be amended by adding after the last word of the sole sentence thereof
     the words " in an amount equal to the  Consultant's  annualized  consulting
     fee  plus  any  additional   compensation   (such  as  bonus  or  incentive
     compensation)  earned or  received  by  Consultant  or  Executive  from the
     Company in the prior twelve months."

          5.  A new  Section  18  with  respect  to  payment  to  Consultant  in
     connection with termination of the Agreement  following a Change of Control
     is added as follows:

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

          For purposes of this Section 18, 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 this Agreement  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  or any Group  Company as in
     effect immediately prior to such Change of Control;

          (b) The fee of Consultant,  and/or incentive compensation  opportunity
     and/or benefits of Consultant or Executive, 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.

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

     7. 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 GROUP plc


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


FOCUSED HEALTHCARE PARTNERS


By:     /s/ Andrew Baker
         _________________________________
         Andrew H. Baker