DATED 19 FEBRUARY 2001


                              STEPHENS GROUP, INC.
                                   (as Agent)
                                     - and -
                                    HLSF LLC
                                   (as a Bank)
                                     - and -
                                  ALLFIRST BANK
                                   (as a Bank)
                                     - and -
                                  COMERICA BANK
                                   (as a Bank)
                                     - and -
                       HUNTINGDON LIFE SCIENCES GROUP plc
                        HUNTINGDON LIFE SCIENCES LIMITED
                                     - and -
                         HUNTINGDON LIFE SCIENCES, INC.
                                     - and -
                                  ANDREW BAKER
                                     - and -
                              STEPHENS GROUP, INC.
                                   (as Funder)



                   ------------------------------------------
                          FIFTH INTERCREDITOR AGREEMENT
                  Replacing the Fourth Intercreditor Agreement
                  Between the same parties dated 7 August 1998
                   ------------------------------------------

<PAGE>
                                    CONTENTS

                                                                     PAGE

1.       Interpretation...............................................2

2.       Priorities...................................................5

3.       Making Demand................................................5

4.       Cooperation..................................................5

5.       No Obligations to Borrowers..................................5

6.       Replacement..................................................6

7.       Fees.........................................................6

8.       Confidentiality..............................................6

9.       Guarantee....................................................6

10.      Put Option...................................................6

11.      Sale of Assets...............................................7

12.      Counterparts.................................................7

13.      Law and Jurisdiction.........................................7

<PAGE>


THIS AGREEMENT is made the 19 day of February 2001

BETWEEN:

(1)      STEPHENS GROUP, Inc. of Suite 2500, 111 Center Street,  Little Rock,
         Arkansas 72201,  United States of America (as Agent) the
         "Agent");

(2)      HLSF LLC of C/o of Kutak Rock, Suite 2100, 225 Peachtree Street N.E.,
         Atlanta,  Georgia 30303, United States of America (as a
         Bank) ("HLSF");

(3)      ALLFIRST BANK  (formerly the First National Bank of Maryland) of 25
         South Charles  Street,  14th Floor,  Baltimore,  MD 21201,
         United States of America (as a Bank) ("Allfirst");

(4)      COMERICA BANK of P.O. Box 75000, Detroit, MI 48275 3205, United States
         of America (as a Bank) ("Comerica");

(5)      HUNTINGDON LIFE SCIENCES GROUP plc a company  incorporated in England
         and Wales with registered  number 502370 of Wooley Road,
         Alconbury, Huntingdon, Cambridgeshire PE18 6ES ("the Parent");

(6)      HUNTINGDON LIFE SCIENCES LIMITED a company  incorporated in England
         and Wales with registered  number 01815730 of Wooley Road,
         Alconbury, Huntingdon, Cambridgeshire PE18 6ES ("HLSL");

(7)      HUNTINGDON  LIFE  SCIENCES,  INC. a company  incorporated  under the
         laws of the State of Delaware,  USA having its registered
         office at 9 East Loockerman Street, City of Dover, County of Kent,
         State of Delaware, United States of America ("HLS");

(8)      ANDREW BAKER of 401 Hackensack Avenue, Hackensack, New Jersey 07601,
         United States of America ("Mr. Baker"); and

(9)      STEPHENS  GROUP,  INC. of Suite 2500, 111 Center Street,  Little Rock,
         Arkansas  72201,  United States of America as a funder
         (the "Funder").

WHEREAS:

(A)      By a facilities  agreement  dated 7 August 1998  between the  Borrowers
         (1),  the  Banks (as  defined  therein)  (2) and the Agent  (previously
         National  Westminster  Bank plc) (3) as  subsequently  amended and most
         recently  amended by an amendment  agreement dated on or about the date
         of this Agreement (the "Facilities Agreement") the Banks made available
         to the Borrowers certain facilities.

(B)      By various  security  agreements  and  guarantees  and  debentures  the
         Borrowers  granted security over their  respective  assets in favour of
         the Agent  (previously  National  Westminster  Bank plc) as  continuing
         security for their obligations under the Facilities Agreement.

(C)      National Westminster Bank plc has now  resigned as the agent and has
         been replaced by the Agent.

(D)      National  Westminster Bank plc has assigned all of its rights, benefits
         and obligations under the Financing Documents to HLSF.

(E)      Each of the parties  entered  into a heads of terms  dated 20 January
         2001 (the "Heads of Terms") and wish to enter into this
         Agreement pursuant thereto.

NOW THIS AGREEMENT WITNESSES as follows:

1        Interpretation

         1.1      In this Agreement (including the Recitals), unless the context
                  otherwise requires or unless otherwise defined or provided for
                  in this Agreement,  words and expressions  shall have the same
                  meanings  as are  attributable  to them  under the  Facilities
                  Agreement.  In addition the  following  words and  expressions
                  shall have the respective meanings ascribed to them:

                  "First  Participation   Percentage"  means  at  any  time  the
                  percentage  of the  participation  in the risk incurred by the
                  Senior  Lenders under the  Facilities  Agreement as set out in
                  Column 2 of Schedule 1;

                  "HLSF  Facility"  means the(pound)16,269,856.35  facility
                  provided by HLSF to the  Borrower  in terms of the Facilities
                  Agreement;

                  "Junior Debt" means the amounts due to the Junior Lenders
                  pursuant to the Junior Facility;

                  "Junior Facility" means the aggregate amount made available to
                  the  Borrowers  by  the  Junior   Lenders  not  exceeding  the
                  aggregate principal amount of (pound)4,000,000;

                  "Junior Lenders" means each of Mr. Baker and the Funder;

                  "Junior  Obligation"  means all moneys owing,  obligations and
                  other  liabilities  of the  Borrowers  to the  Junior  Lenders
                  pursuant to the Junior Facility;

                  "Junior  Security"  means  all the  security  (if  any) now or
                  hereafter  executed by the  Borrowers  in favour of the Junior
                  Lenders pursuant to the Junior Facility in accordance with the
                  Heads of Terms  together with any further  security so created
                  by the  Borrowers  or any of  them  in  favour  of the  Junior
                  Lenders;

                  "Net  Proceeds"  means,  in relation to the Security,  the net
                  proceeds of sale or other realization of the assets subject to
                  the Security  after  discharge of all direct costs incurred in
                  such sale or  realization,  the discharge of any prior ranking
                  claims and, where appropriate,  all costs,  charges,  fees and
                  expenses of any receiver appointed pursuant to the Security;

                  "Outstandings" means, in relation to each Bank, at the time of
                  a distribution  of the Net Proceeds,  the amount owing to that
                  Bank by all the Borrowers under the Facilities Agreement;

                  "Priority Obligations" means all moneys owing, obligations and
                  other  liabilities of the Borrowers to the Banks and the Agent
                  pursuant to the facilities Agreement;

                  "Security" means the Senior Security and the Junior Security;

                  "Senior Debt" means the amounts due to the Senior Lenders
                  pursuant to the Senior Facility;

                  "Senior Facility" means the aggregate amount made available to
                  the Borrowers by the Senior Lenders pursuant to the Facilities
                  Agreement   not    exceeding    the   principal    amount   of
                  (pound)22,585,809.88;

                  "Senior Lenders" means each of HLSF, Allfirst and Comerica;

                  "Senior  Security"  means  all the  security  executed  by the
                  Borrowers  in favour of the Agent as security  trustee for the
                  Secured  Parties  details of which are listed in Schedule 2 to
                  this Agreement  together with any further  security so created
                  by the Borrowers or any of them in favour of the Agent;

                  "Sharing  Percentages"  means,  in  relation  to each Bank, a
                  percentage calculated using the following formula:

                  A  =     B x 100
                           -
                           C

                  A = Sharing Percentage of the Bank in question

                  B = Outstandings of the Bank in question

                  C = Total Outstandings; and

                  "Total  Outstandings"  means at the time of a distribution of
                  the Net Proceeds,  the aggregate amount owing to all the Banks
                  by the Borrowers under the Facilities Agreement.

         1.2      Interpretation

                  In this Agreement, unless the context otherwise requires:

                  (a)      references  to any persons  shall be construed so as
                           to include  that  person's  assigns,  transferees or
                           successors in title;

                  (b)      references   to  any  document   (or  any   specified
                           provisions  of any  document)  shall be  construed as
                           references  to such  document  or that  provision  as
                           amended or novated or  supplemented  or replaced,  as
                           the case may be, from time to time;

                  (c)      references to the singular shall include the plural
                           and vice versa and references by way of male, female
                           or neuter pronoun shall include references to all
                           genders; and

                  (d)      references   of  Clauses  and  Schedules  are  to  be
                           construed  as  references  to  the  Clauses  of,  and
                           Schedules  to,  this  Agreement  as amended or varied
                           from time to time.

2        Priorities

         2.1      It is hereby  agreed by and  between the  parties to this
                  Agreement  that,  subject to the  provisions  of clause 11
                  hereof, on enforcement of the Security the Net Proceeds shall
                  be applied:

                  (i)      first, in discharge of the Priority Obligations on a
                           pro-rata basis based on the Shared Percentages; and

                  (ii)     second, in discharge of the Junior Obligations.

         2.2      The Security is a  continuing  security and the ranking of the
                  Priority  Obligations,  and the Junior Obligations as provided
                  for in this Agreement shall not be affected by any fluctuation
                  in the amounts from time to time of the  Priority  Obligations
                  or the Junior Obligations or by the existence at any time of a
                  credit balance on any current or other accounts.

         2.3      In the event of the Group  making any early  repayment  of the
                  Facilities  or of amounts due under the  Facilities  Agreement
                  whether by voluntary  repayment from cashflow or from the sale
                  of any assets  such  reduction  will be applied in  accordance
                  with the  priorities set out in Clause 2.1 as if they were Net
                  Proceeds.

3        Making Demand

         Each of the Banks  hereby  agrees  with the other bank that HLSF in its
         capacity as Agent shall not and shall not be obliged to make any demand
         for  repayment  of the  facilities  without  having  obtained the prior
         written authority of all of the Banks.

4        Cooperation

         The Agent and the Banks  shall  cooperate  to ensure that any moneys in
         the hands of a receiver  appointed  pursuant to any of the Security are
         distributed  in  a  manner  consistent  with  the  provisions  of  this
         Agreement.

5        No Obligations to Borrowers

         5.1      The Borrowers  join in this Agreement to acknowledge  the
                  arrangements  made between the Banks and the Agent in this
                  Agreement but shall have no rights under this Agreement.

         5.2      Nothing in this  Agreement  shall as between the  Borrowers on
                  the one hand and the Banks on the other hand affect or
                  prejudice any rights or remedies under the Senior Security.

6        Replacement

         This  Agreement  supersedes  and replaces  all  previous  Intercreditor
         Agreements   between  the  parties  and/or  any  of  their   respective
         predecessors.

7        Fees

         The Parent shall pay all costs and expenses of the Banks  including but
         not  limited  to  legal  fees  and  expenses  in  connection  with  the
         preparation of this Agreement.

8        Confidentiality

         The parties hereto agree that they shall not disclose this Agreement or
         the  terms  and  conditions   hereof  or  thereof   (collectively   the
         "Confidential  Terms") to any person or entity,  or the identity of the
         parties  thereto  other than to the  parties'  respective  advisors and
         except as may be required  by  applicable  law,  legal  processes,  the
         United  Kingdom   Listing   Authority  or  any  other  duly  authorized
         regulatory authorities.

9        Guarantee

         In consideration of Allfirst and Comerica entering into this Agreement,
         the Funder hereby  unconditionally  guarantees to Allfirst and Comerica
         the  payment or  discharge  of all the  obligations  of HLSF under this
         Agreement.

10       Put Option

         HLSF hereby  undertakes to provide a put option to each of Allfirst and
         Comerica  whereby on 18 January  2002 each of Allfirst and Comerica may
         require HLSF to purchase from them their remaining participations under
         the  Facilities  Agreement for cash at par payable by CHAPS payment (or
         equivalent) in sterling  during  business hours on or before 22 January
         2002 and, in the event of failure to provide  such put option,  each of
         Allfirst  and  Comerica  shall be  entitled  to rely on the  letters of
         credit issued on or about 25 January 2001 by Bank of America.

11       Sale of Assets

         Each of the  Parent,  HLSL and HLS shall take all  reasonable  steps as
         soon as practicable to sell off such of the assets of the Parent,  HLSL
         and HLS as may be necessary to discharge in full all of the obligations
         of each of the Parent,  HLSL and HLS to each of Allfirst  and  Comerica
         (and,  once they have been fully  discharged,  to HLSF) and each of the
         Parent,  HLSL and HLS  shall  procure  that the Net  Proceeds  shall be
         remitted  as soon as  possible  thereafter  to  each  of  Allfirst  and
         Comerica  (and  once  they  have  been  fully   discharged,   to  HLSF)
         notwithstanding any other provisions in this Agreement or in any of the
         other Financing Documents.

12       Counterparts

         This Agreement may be executed in any number of counterparts and all of
         such  counterparts  take together shall be deemed to constitute one and
         the same instrument.

13       Law and Jurisdiction

         This  Agreement  shall be governed by, and construed in all respects in
         accordance with English law.

IN WITNESS  whereof the parties hereto causes this Agreement to be duly executed
on the date set out above.


<PAGE>

                                   SCHEDULE 1

                          Participation in Risk-Sharing


                        Bank            Participaton Percentage

                        HLSF                 72.03575
                        Allfirst             15.74729
                        Comerica             12.21696

<PAGE>

<TABLE>

                                   SCHEDULE 2

                                 Senior Security
<CAPTION>

        Document                                                                       Executed By       Date
<S>     <C>                                                                             <C>           <C>
1       Guarantee   and  Debenture  in  favour  of  the  Agent  as  amended  by  a       Parent       1.11.1995
        Supplemental Deed dated 20 January 1998 and a Supplemental Deed dated 26
        February 1998

2       Guarantee   and  Debenture  in  favour  of  the  Agent  as  amended  by  a        HLSL        21.11.1995
        Supplemental Deed dated 20 January 1998 and a Supplemental Deed dated 26
        February 1998

3       Guarantee  in favour of the Agent as  amended by a HLS  Supplemental  Deed         HLS        21.11.1995
        dated 20 January 1998 and a Supplemental Deed dated 26 February 1998

4       Security  Agreement  in favour of the Agent as amended  by a  Supplemental         HLS        21.11.1995
        Deed dated 20 January 1998 and a Supplemental Deed dated 26 February 1998

5       Mortgage  in favour of the Agent over the New Jersey  Property  as amended         HLS        16.01.1998
        by a Supplemental Deed dated 26 February 1998

6       Equipment Mortgage in favour of the Agent                                         HLSL        20.04.1998

7       Security  agreement  incorporating an Equipment Mortgage and a Charge over         HLS        30.04.1998
        an Operating Account in favour of the Agent
</TABLE>

<PAGE>


SIGNED by Andrew Stafford-Deitsch           )

for an on behalf of HLSF LLC                )
(as Agent)                                  )

SIGNED by Andrew Stafford-Deitsch           )

For and on behalf of HLSF LLC               )
(as a Bank)

SIGNED by G. L. Elias                       )

For and on behalf of ALLFIRST BANK          )
(as a Bank)                                 )

SIGNED by Henry Hajdas                      )

For and on behalf of COMERICA BANK          )
(as a Bank)                                 )

SIGNED by Andrew Baker                      )

For and on behalf of HUNTINGDON             )
LIFE SCIENCES GROUP plc                     )

SIGNED by Andrew Baker                      )

For and on behalf of HUNTINGDON             )
LIFE SCIENCES LIMITED                       )

SIGNED by Andrew Baker                      )

For and on behalf of HUNTINGDON             )
LIFE SCIENCES, INC.                         )

SIGNED by                                   )
ANDREW BAKER                                )

SIGNED by Andrew Stafford-Deitsch           )

For and on behalf of STEPHENS               )
GROUP, INC.                                 )