AMENDMENT NO. 1 TO

                            SERVICE AGREEMENT BETWEEN

                          HUNTINGDON LIFE SCIENCES INC.

                                       AND

                              RICHARD A. MICHAELSON





                           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 1, 2000 (the  "Agreement"),
between  Huntingdon Life Sciences Inc. (the "Company") and Richard A. Michaelson
(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 "Parent" 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 duties of Executive in Section  3(1)(a) of the Agreement  shall be
          amended to delete the words "Vice  President"  and  replace  them with
          "Chief Financial Officer and Secretary of Parent".

     3.   The  remuneration  of the  Executive  set forth in Section 5(1) of the
          Agreement  shall be amended by deleting the words  "$10,000  gross per
          month" and replacing them with the words "$16,667 gross per month".

     4.   The provision with respect to payment to Executive upon termination of
          employment  set  forth  in  Section  14(1) 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 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."

     5.   A new Section 14(4) 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 during the 12 months prior to
such termination or resignation.

     For purposes of this Section 14(4),  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 the State of New Jersey.


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

HUNTINGDON LIFE SCIENCES INC.


By:      /s/ Andrew Baker
Name:        Andrew Baker
Title:       Chairman & CEO


RICHARD A. MICHAELSON

/s/ Richard Michaelson
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