HUNTINGDON LIFE SCIENCES GROUP PLC
                        HUNTINGDON LIFE SCIENCES LIMITED
                          HUNTINGDON LIFE SCIENCES INC.


                                    THE BANKS

                                       AND

                               STEPHENS GROUP INC.
                                    AS AGENT



                  --------------------------------------------
                               AMENDMENT AGREEMENT
                                  RELATING TO A
                              FACILITIES AGREEMENT
                               DATED 7 AUGUST 1998
                  --------------------------------------------


<PAGE>


                                    CONTENTS


Clause                                                                    Page

1.       Definitions and Interpretation.....................................1

2.       Effective Date.....................................................2

3.       Continuity and Further Assurance...................................2

4.       Representations and Warranties.....................................2

5.       Fees, Costs and Expenses...........................................3

6.       Miscellaneous......................................................3

Schedule 1     Amendments to Original Agreement.............................4



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THIS AMENDMENT AGREEMENT is made on 19 February 2001

BETWEEN

(1)      HUNTINGDON LIFE SCIENCES GROUP PLC (the "Parent");

(2)      HUNTINGDON LIFE SCIENCES LIMITED (the "HLSL");

(3)      HUNTINGDON LIFE SCIENCES INC.  (the "HLS");

(4)      THE BANKS that are parties to the Amended Agreement; and

(5)      STEPHENS GROUP INC. as the Agent.

WHEREAS

(A)      By the  Original  Agreement  (as  defined  below) the Banks (as therein
         defined) made available a revolving loan facility to the Borrowers.

(B)      The amounts  advanced under the Original  Agreement are secured,  inter
         alia,  by  fixed  and  floating  charges  and  ranked  according  to an
         intercreditor agreement dated 7 August 1998.

(C)      National  Westminster  Bank plc has  pursuant  to the Sale and  Release
         Agreement (as defined below) been replaced by HLSF LLC as "Bank" and by
         Stephens  Group Inc. as "Agent"  under and in relation to the  Original
         Loan Agreement and, where relevant under the Security, as trustee.

(D)      The parties have agreed that the Original  Agreement shall be amended
         as set out in this Agreement.

IT IS AGREED as follows:

1.       DEFINITIONS AND INTERPRETATION

1.1      Definitions

         In this Agreement:

         "Amended Agreement" means the Original  Agreement,  as amended from
         time to time and by this Agreement.

         "Effective Date" means the 20th January 2001.

         "OriginalAgreement"   means  the  facilities   agreement  dated
         7 August 1998 (replacing a facilities  agreement dated 1 November 1995)
         relating to a revolving loan facility of  (pound)24,500,000  between
         amongst others, the  Parent,  HLSL,  HLS,  the  Banks,  and the Agent
         (each as defined therein) as amended from time to time.

         "Sale and Release  Agreement"  means the sale and release  agreement
         dated 20 January 2001 between amongst others, National Westminster Bank
         Plc, The Royal  Bank of  Scotland  plc,  the  Parent,  HLSL,  HLS,
         HLSF LLC and Stephens Group Inc.

1.2      Incorporation of Defined Terms

         Terms defined in the  Original  Agreement  shall,  unless  otherwise
         defined herein, have the same meaning herein and the principles of
         construction set out in clause 1.3 of the Original Agreement shall
         have effect as if set out in this Amended Agreement.

1.3      Clauses

         In this Agreement any reference to a "Clause" or "Schedule" is, unless
         the context otherwise requires, a reference to a Clause or Schedule
         hereof.  Clause headings are for ease of reference only.

2.       EFFECTIVE DATE

2.1      Amendment of the Original Agreement

         With effect from the Effective Date, the Original Agreement shall be
         amended so as  to  incorporate  all  the  amendments  set  out  in
         Schedule  1 (Amendments  to  Original  Agreement) so that, with effect
         from the Effective  Date, the Original  Agreement shall be read and
         construed as so amended.

3.       CONTINUITY AND FURTHER ASSURANCE

3.1      Continuing Obligations

         The provisions of the Original Agreement shall, save as amended hereby,
         continue in full force and effect and the Original  Agreement  and this
         Agreement  shall be read and construed as one instrument  and,  without
         prejudice to the foregoing,  the Agent will hold the Security on behalf
         of the Secured Parties.

3.2      Further Assurance

         Each of the parties shall, at the request of the Agent, do all such
         acts and things necessary or desirable to give effect to the amendments
         effected or to be effected pursuant to this Agreement.

4.       REPRESENTATIONS AND WARRANTIES

         Each of the parties represents and warrants to each of the others that:

4.1      Corporate Power

it       has power to execute,  deliver and perform its  obligations  under this
         Agreement;  all necessary  corporate,  shareholder and other action has
         been taken to authorize the execution, delivery and performance of this
         Agreement and this Agreement  constitutes its valid and legally binding
         obligations enforceable in accordance with its terms; and

4.2      No conflict with other obligations

         the execution and delivery of, the performance of its obligations
         under, and  compliance  with the  provisions  of, this  Agreement
         will not (i) contravene any existing applicable law, statute,  rule or
         regulation or any  judgment,  decree or permit to which it is subject,
         (ii) conflict with,  or result in any breach of any of the terms of,
         or  constitute a default under, any agreement or other instrument to
         which it is a party or is subject or by which it or any of its property
         is bound or (iii) contravene  or  conflict  with  any  provision  of
         its  constitutional documents or by-laws.

5.       FEES, COSTS AND EXPENSES

         Pursuant to clause 16.1(i)  (Expenses),  the Parent shall,  from time
         to time on demand of the Agent and the  Banks,  reimburse  the Agent
         and the Banks for all reasonable  expenses  (including  legal fees)
         together with any VAT  thereon  incurred  by  it  in  connection
         with  the  negotiation, preparation and execution of this Agreement.

6.       MISCELLANEOUS

6.1      Incorporation of Terms

         The provisions of clause 17(Severability, Waivers, Remedies Cumulative)
         and clause 24 (Law and Jurisdiction) of the Original Agreement shall be
         incorporated into this Agreement as if set out in full herein and as if
         references   therein  to  "this  Agreement"  were  references  to  this
         Agreement.

6.2      Counterparts

         This Agreement may be executed in any number of  counterparts,  all of
         which taken  together shall  constitute one and the same  instrument
         and such counterparts  may be delivered by facsimile with original
         following by courier.

AS WITNESS the hands of duly  authorized  representatives  of the parties hereto
the day and year first before written.


<PAGE>


                                   SCHEDULE 1

                        AMENDMENTS TO ORIGINAL AGREEMENT


1.       In Clause 1.2 (Definitions):

         (i)      delete:  ""Commitment Period" means the period starting on the
                  date hereof and ending on 30th August  2000" and replace  with
                  ""Commitment  Period"  means the period  starting  on the date
                  hereof and ending 29 June 2006";

         (ii)     delete:  ""Final  Repayment  Date" means 31 August 2000" and
                  replace  with ""Final  Repayment Date" means 30 June 2006";

         (iii)    delete:  ""FNBM"  means the First National  Bank of Maryland"
                  and replace with  ""Allfirst" means Allfirst Bank (formerly
                  the First National Bank of Maryland";

         (iv)     delete: ""Margin" means, (i) 1.75 percent per annum in respect
                  of drawings up to  (pound)19,500,000  in  aggregate  under the
                  Revolving Credit Facility; and (ii) subject to clause 6.6, 1.0
                  percent per annum in respect of that  portion of the  drawings
                  which for the time being are in excess of (pound)19,500,000 in
                  aggregate  under the  Revolving  Credit  Facility" and replace
                  with ""Margin" means 1.75 percent per annum";

2.       Replace all references to "FNBM" with "Allfirst".

3.       A new clause 1.2.2(f) shall be added to read:

         "The Group shall take all  reasonable  steps as soon as  practicable to
         sell off such of its  assets and  undertaking  as may be  necessary  to
         discharge in full all of the Group's  obligations  under this Agreement
         and shall procure that the sale proceeds of such assets and undertaking
         shall,  net of the costs and expenses of such sale, be remitted as soon
         as  practicable  to the  Agent  or the  Banks  as  required  under  the
         Intercreditor Agreement in place in relation hereto (originally dated 7
         August 1998 and most recently amended on or about 25 January 2001)"

4.       Replace Schedule 1 with the following:

                                   SCHEDULE 1

                                    THE BANKS

Bank and Lending Office           Commitment(pound)       Commitment Percentage
-----------------------           -----------------       ---------------------

1.  HLSF LLC                       16,269,856.35                   72.03575

Address for Notices
-------------------
c/o Kutak Rock, Suite 2100
225 Peachtree Street, N.E.
Atlanta, GA  30303
Attn:  Finance Officer

2.  Allfirst Bank (formerly           3,556,653                    15.74729
The First National Bank of
Maryland)

Address for Notices
-------------------
25 South Charles Street
14th Floor
Baltimore, MD  21201
United States of America
Attn:  Ronald C. Lapointe
Telephone: (410) 244-4089
Fax:  (410) 244-4295

3.  Comerica Bank                    2,759,300.53                  12.21696

Address for Notices
-------------------
P. O. Box 75000
Detroit, MI  48275-3329
United States of America
Attention:  Henry J. Hajdas
Telephone:  (313) 222-6360
Fax:  (313) 222-5706

<PAGE>


SIGNATURES


The Borrowers

SIGNED for and on behalf of                          )
HUNTINGDON LIFE SCIENCES                             )
GROUP PLC                                            )
by:  Andrew Baker


SIGNED for and on behalf of                          )
HUNTINGDON LIFE SCIENCES                             )
LIMITED  )
by:  Andrew Baker


SIGNED for and on behalf of                          )
HUNTINGDON LIFE SCIENCES INC.                        )
by:  Andrew Baker                                    )


Agent
SIGNED for and on behalf of                          )
STEPHENS GROUP INC.                                  )
by:  Andrew Stafford-Deitsch                         )


The Banks
SIGNED for and on behalf of                          )
HLSF LLC )
by:  Andrew Stafford-Deitsch                         )


SIGNED for and on behalf of                          )
ALLFIRST BANK                                        )
by:  G. Elias                                        )


SIGNED for and on behalf of                          )
COMERICA BANK                                        )
by:  Henry Hajdas                                    )