THE HIH SHARE OPTION
                                      PLAN



                                      RULES

                                       and

                                   REGULATIONS















<PAGE>


                            THE HIH SHARE OPTION PLAN
                       (As amended on the 29 January 1992)



1.       Name of the Plan

         The Plan shall be known as The HIH Share Option Plan.

2.       Definitions

(A)      For the purposes of the Plan, unless the context otherwise requires:-

"Adoption          Date"  means  the date on which  the
                   Plan is  adopted  by the  Company in
                   General Meeting.

"Auditors"         means the auditors for the time being of the Company

"Board"            means the Board of Director of the Company or the Directors
                   present at a duly convened meeting of the Directors at which
                   a quorum is present.

"Company"          means    Huntingdon    International
                   Holdings   plc   ("HIH")   and   its
                   subsidiary  companies  from  time to
                   time being  bodies  corporate  which
                   HIH is to taken to have  control for
                   the  purposes  of Section 840 of the
                   Income  and  Corporation  Taxes  Act
                   1988  and  which  are   subsidiaries
                   within the meaning of Section 736 of
                   the Companies Act 1985.

"Conditional       Option"  means  an  option   granted
                   pursuant  to  paragraph  5 below  to
                   subscribe  for Ordinary  Shares that
                   is for the time being outstanding.

"Eligible          Employee"  means  a  person  who  is
                   required to devote substantially the
                   whole  of his  time  (being  no less
                   than 25 hours per  week) to  service
                   as   Director  or  employee  of  the
                   Company  and who is  selected by the
                   Board to participate in the Plan.

"Option"           means an option granted  pursuant to
                   the plan to  subscribe  for Ordinary
                   Shares  that is for the  time  being
                   outstanding (including a Conditional
                   Option).

"Option            Period"  means  in  relation  to any
                   Option the period  commencing on the
                   second anniversary and ending on the
                   seventh  anniversary  of the date on
                   which that Option was granted.

"Option Price"     in relation to any Ordinary Shares the subject of an Option
                   means the price, determined in accordance with paragraph
                   4(B) or in the case of a Conditional Option in accordance
                   with paragraph 5(B)(2) below, at which the Participant
                   holding that Option may subscribe for those Ordinary Shares
                   pursuant to the Plan.

"Ordinary Shares" means fully paid Ordinary shares of the Company.

"Participant"     means an Eligible Employee who holds
                  an  Option  or,  where  the  context
                  permits,         his        personal
                  representatives.

"Plan" means this Plan, as amended from time to time.

"Plan             Period" means the period  commencing
                  on the  Adoption  Date and ending on
                  31st December 1997.

(B)      Where the context so admits, the singular shall include the plural and
         vice versa and the masculine shall include the feminine.

(C)      Any reference to a statutory provision is a reference to that provision
         as for the time being amended or re-enacted.



3.       Duration of the Plan

         The Plan shall take effect on the Adoption  Date and no Option shall be
         granted under the Plan other than during the Plan Period.

4.       Grant of Options

(A)      Subject to the  provisions of the Plan, the Board may in its discretion
         at any time and from  time to time  during  the Plan  Period  offer and
         grant  to  Eligible  Employees  (to be  selected  in  each  case at the
         discretion  of the Board) Option  entitling  them to subscribe for such
         number of  Ordinary  Shares at the Option  Price as the Board  shall in
         each case determine.

(B)      Subject to paragraphs 5, 10 and 12 below,  the Option Price payable for
         each Ordinary Share in respect of which an Option is exercised shall be
         whichever is the greater of the following:-

         (i)      an amount equal to the average of the middle market quotations
                  for an Ordinary  Share as at the close of business on the five
                  dealing days prior to the date on which the Option was offered
                  to the Participant concerned; and

         (ii)     the nominal value of one Ordinary Share.

(C)      The offer of an Option shall be made to an Eligible  Employee by letter
         in such form as the Board may decide and must be accepted in writing in
         such manner and within such period as the Board may  prescribe and must
         be accompanied by the consideration payable under paragraph 7 below. An
         offer which is not so accepted shall lapse. An offer may be accepted in
         part.

(D)      Each Option granted shall be evidenced by a certificate in such form as
         the Board shall from time to time determine.

(E)      For the  purposes of the Plan,  an Option  sha11 be deemed to have been
         offered  on the date of the letter of offer from the Board and sha11 be
         deemed to have been granted on the date on which the acceptance of such
         offer  by  the   Eligible   Employee   concerned   together   with  the
         consideration  payable under paragraph 7 below shall have been received
         by the Board.

(F)      The rights  granted to a Participant  under this Plan shall be personal
         to the  Participant  and  shall  not be  capable  of being  dealt  with
         otherwise than by the exercise thereof by the Participant personally or
         by his personal  representatives  in  accordance  with  paragraph  8(E)
         below. Any purported assignment,  pledge,  disposal of or other dealing
         with an Option by a Participant  shall entitle the Board to cancel that
         Option.

5.       Conditional Options

(A)      Subject  to the  provisions  of this  paragraph,  the  Board may in its
         discretion  and from  time to time on or prior to the 15th  April  1983
         offer to  persons  who are  full-time  Directors  or  employees  of the
         Company (to be selected  in each case at the  discretion  of the Board)
         Conditional  Options  entitling  them to  subscribe  for such number of
         Ordinary  Shares at the  Option  Price as the Board  shall in each case
         determine.

(B)      The provisions of the Plan sha1l apply to Conditiona1Options save that:

         (1)      All the  Conditional  Options  shall lapse and be cancelled if
                  the  proposed  offer for sale ("the Offer for Sale") by Becton
                  Dickinson  and Company  ("BD") of  4,000,000  Ordinary  Shares
                  shall not have occurred by 1st July 1983 or such later date as
                  BD may  notify to the Board on or before  1st July 1983  ("the
                  Cancellation Date").

         (2)      Subject  to  paragraphs  10 and 12  below,  the  Option  Price
                  payable  for each  Ordinary  Share in  respect  of the which a
                  Conditional  Option is  exercised  shall be 90 per cent of the
                  offering  price of an Ordinary Share pursuant to the Offer for
                  Sale.

         (3)      Subject to  paragraphs 6 and 10 below,  the maximum  number of
                  Ordinary Shares in respect of which Conditional Options may be
                  granted  pursuant  to  this  paragraph  shall  be  limited  in
                  aggregate to 40,000 Ordinary Shares of (pound)0.10 each, being
                  1% of the issued  Ordinary share capital of the Company on the
                  Adoption Date.

         (4)      No Conditional Option may be exercised prior to the day
                  following the Cancellation Date.

6.       Limitations on Grant of Options

(A)      The maximum  number of Ordinary  Shares in respect of which Options may
         be granted under the Plan on any day ("the relevant day") when added to
         the  aggregate  of the other  numbers of Ordinary  Shares  specified in
         paragraphs (I) and (ii) below shall not exceed 10 percent of the number
         of  Ordinary  Shares  in  issue  on the day  immediately  prior  to the
         relevant day; that is to day, added to the aggregate of:-

         (i)      the number of Ordinary  Shares which have been acquired or are
                  capable of acquired under Options granted under the Plan prior
                  to the relevant day; and

         (ii)     the  number of  Ordinary  Shares  which have  acquired  or are
                  capable  of  being  acquired   pursuant  to  Options   granted
                  immediately  prior to the  relevant day under the HIH Approved
                  Management Share Option Plan.

(B)      No Option shall be offered to any person if the date of his  retirement
         at normal  retirement  age would fall  within the period of three years
         immediately following the date of such offer.

(C)      No  Option  shall be  offered  or  granted  except  during  the  period
         commencing  on the lot day and  ending  on the 56th day  following  the
         announcement of the quarterly financial results of the Company.

(D) No Option sha1l be granted to subscribe for less than 10 Ordinary Shares.


7.       Consideration for Grant of Options

         The sum of  (pound)1  shall be payable to the  Company for the grant of
         every  Option  and such  consideration  shall not in  circumstances  be
         returnable to the Participant.

8.       Time for Exercise of Options

(A)      An Option may not in any  circumstances  be exercised  later than seven
         years  after the date on which it was  granted.  On the  expiry of such
         period and to the  extent  that it has not then been  exercised,  every
         Option shall terminate.

(B)      Except as otherwise provided in this paragraph or in paragraphs 11 and
         12 below:-

         (1)  an Option may not be exercised earlier than two years after
              the date on which it was granted; and

         (2)  the number or Ordinary Shares in respect of which an Option is
              exercised  during the first year of the Option  Period may not
              in aggregate  exceed 50 % of the number of Ordinary Shares the
              subject of that Option.

(C)      An Option may not (except as otherwise  provided in this  paragraph) be
         exercised  unless at the date of its exercise the  Participant is then,
         and has  been  continuously  since  the date on which  the  Option  was
         granted, in the full-time employment of the Company

(D)      If a Participant ceases to be in the full-time employment of the
         Company:-

         (i)      by reason of his retirement on attaining normal retirement
                  age or, with the specific consent of the Board, at a younger
                  age; or

         (ii)     by reason of injury , disability or ill-health (established in
                  any such case to the  satisfaction  of the Board) or dismissal
                  for   redundancy   (within  the  meaning  of  the   Employment
                  Protection (Consolidation) Act 1978);

         then and in any such  case that  Participant  may  (whether  or not two
         years  shall have then  expired  from the date of grant of the  Option)
         exercise  any Option  then held by him at any time within the period of
         six months after he ceases to be so  employed,  but subject in all such
         cases to the time limit set out in sub-paragraph (A) of this paragraph.

(E)      If a  Participant  dies  either  before or  during  the  Option  Period
         applicable  to any Option held by him,  but while that  Participant  is
         still  in  the  full-time  employment  of  the  Company,  his  personal
         representatives  may  exercise  that Option at any time  within  twelve
         months after the death of the Participant but subject in all such cases
         to the time limit set out in sub-paragraph (A) of this paragraph.

(F)      If a  Participant  ceases  at any time to be  employed  in a  full-time
         capacity by the Company in  circumstances  arising  from actions of the
         Company,  such circumstances being beyond the Participant's control and
         being  events  other than those  referred to in  paragraph  (D) of this
         paragraph, the Board shall determine in its absolute discretion whether
         or not the Participant may exercise any Option held by him which at the
         date of such cessation of employment was  exercisable  but  unexercised
         and the restrictions (if any) to which such exercise shall be subject.

(G)      The terms of employment  of a  Participant  by the Company shall not be
         affected by his participation in the Plan and on the termination of his
         employment with the Company for any reason, he shall not be entitled to
         any  damages  or other  benefit to  compensate  him for the loss of any
         rights under the Plan.

9.       Procedure on Exercise of Options

(A)      An Option shall be exercised by the Participant delivering to the
         Secretary of the Company:-

         (i)      a notice in a form approved by the Board, signed by the
                  Participant and stating the number of Ordinary Shares in
                  respect of which the Option is exercised;

         (ii)     the Option Price payable for the Ordinary Shares in respect
                  of which the Option is exercised; and

         (iii)    the relevant Option Certificate, for amendment or cancellation
                  as the case may require.

         Subject to the  provisions.  of  paragraph  8(B) above an Option may be
         exercised in whole or in part. Any partial  exercise of an Option shall
         be in respect of 10  Ordinary  Shares or a multiple  thereof,  provided
         that a partial  exercise of an Option  shall not be  permitted if after
         such  exercise  the  outstanding   Option  rights  of  the  Participant
         concerned would relate to a number of Ordinary Shares less than 10.

(B)      Subject to such consents of any competent authority under any enactment
         or regulations for the time being in force as may be necessary and
         subject to compliance with the terms of the Option, the
         Company shall, not later than 30 days after the exercise of an Option,
         allot to the Participant (or in the case of the exercise of an Option
         in accordance with paragraph 8(E) above, his legal personal
         representatives) at the Option Price the number of Ordinary Shares
         specified in the notice of exercise of the Option and shall deliver to
         the Participant (or such personal representatives) a definitive share
         certificate or, at the discretion of the Directors, a fully paid
         allotment letter or renounceable share certificate in respect thereof.

(C)      The  Ordinary  Shares so allotted  will rank pari passu in all respects
         with the  Ordinary  Shares  in issue  on the  date of  exercise  of the
         Option, except that the Shares so allotted shall not entitle the holder
         to participate in any dividend or other distribution  declared or which
         the  Company  has  announced  it proposes to pay to holders of Ordinary
         Shares on the  register  on a date prior to the date of exercise of the
         Option.

(D)      The  Company  shall at all times  keep  available  sufficient  unissued
         Ordinary Share capital to meet in full any exercise of any Option.

10.      Variation of Capital

If a variation in the issued share  capital of the Company (whether by way of a
capitalisation or rights issue, sub-division,  consolidation or reduction) shall
take place after the Adoption Date, then:-

(i)      the Option Price and/or

(ii)     the number of Ordinary Shares comprised in any Option

(iii)    the limits imposed by paragraph 6(A) above

shall be varied in such manner as the Auditors shall certify in writing to be in
their opinion fair and reasonable,  except that if any variation would otherwise
result in the Option  Price for any  Ordinary  Share being less than its nominal
value,  the Option Price as adjusted shall be the nominal value of that Ordinary
Share.

11.      Change of Control

If at any time after the  Cancellation  Date while any  Options  remain in force
(whether before or during the Option Period applicable to that Option) the Board
receives notice that the legal or beneficial ownership of an aggregate of 25% or
more of the issued  Ordinary Share capital of the Company has become vested in a
person (for which purpose the  provisions of Sections 66 and 67 of the Companies
Act 1981 requiring the interests of certain  connected persons or persons acting
together to be aggregated shall apply) the Board shall within 10 days of receipt
of such notice give notice  ("Early  Exercise  Notice") that such Options may be
exercised  during  the  period of 90 days  after the date of the Early  Exercise
notice.

12.      Winding up of the Company

(A)      In the event of a voluntary  winding up of the Company for the purposes
         of reorganisation or  reconstruction,  such adjustment shall be made to
         any  unexercised  Option,  including  the  number  of  Ordinary  Shares
         comprised  therein  and  the  Option  Price  payable  therefor,  as the
         Auditors shall, upon the request of the Board, certify in writing to be
         fair and  reasonable  except  that if any  adjustment  would  otherwise
         result in the Option Price for any  Ordinary  Share being less than its
         nominal  value the Option Price as adjusted  shall be the nominal value
         of that Ordinary Share.

(B)      In the event of any other voluntary winding up of the Company while an
         Option remains in force (whether occurring before or during the Option
         Period applicable to that Option) the Participant who holds that
         Option shall be entitled upon giving to the Company within 90 days
         after the commencement of the winding up notice in writing accompanied
         by payment of the Option Price and the relevant Option Certificate(s)
         elect to be treated as if his Option had been exercised, either wholly
         or to the extent specified in the notice, immediately before the
         commencement of the winding up and shall be entitled to receive in the
         liquidation a sum equal to the amount he would have received as holder
         of the Ordinary Shares to which he would have been entitled upon
         exercise of the Option.

(C)      Subject as otherwise provided in this paragraph a11 Options sha1l lapse
         on the winding up of the Company.


13.      Alterations to the Rules of the Plan

         The Board may by  resolution  alter any of the  provisions  of the Plan
         (whether retrospectively or otherwise) except that:

         (i)      the  definitions of "Eligible  Employee" and "Option Price" in
                  paragraph 2 above, the provisions of paragraphs 4(B), 4(F), 5,
                  6(A), 8, 9(C),  10, 11 and 12 above and the provisions of this
                  paragraph  shall not be altered except with the prior approval
                  of the Company in general meeting; and

         (ii)     no alteration shall be made, without his written consent, to
                  any rights already vested in
                  any Participant.


14.      Administration

(A)      The Plan shall be administered by the Board and any dispute or question
         relating to the Plan or to any Option  granted  under the Plan shall be
         determined  by the Board whose  decision  (other than on a matter to be
         certified by the Auditors) shall be final and binding.

(B)      All costs and expenses incurred in the administration of the Plan shall
         be borne by the Company.

(C)      The Board shall maintain all necessary books of account and records
         relating to the Plan.

(D)      Every Participant shall be sent:-

         (i)     written notice of any variation made pursuant to paragraphs 10
                 and 12(A) above;

         (ii)    notification of the happening of any event referred to in
                 paragraph 11 above;

         (iii)   written notice of any alteration made pursuant to paragraph 13
                 above; and

         (iv)    a copy of every document sent to the holders of Ordinary Shares
                 which he is not  otherwise entitled to receive.

(E)      Any  notice  or  documents  to be given to an  Eligible  Employee  or a
         Participant  may be  delivered to him by hand or sent to him by post at
         his last known home address  according to the  information  provided by
         him.  Any notice or document  sent by post shall be deemed to have been
         received 48 hours after posting.


15.      Directors

         A Participant who is a Director of the Company may, notwithstanding his
         interest,  vote on any Board resolution concerning the Plan (other than
         in  respect  of his  own  participation  therein)  and may  retain  any
         benefits under the Plan.


16.      Listing

         The Company will at its own expense make  application to the Council of
         The Stock Exchange for shares allotted  pursuant to the exercise of any
         Option, or American  Depositary Shares  representing such shares, to be
         admitted to the Official  List,  if at the time of such  allotment  any
         Ordinary Shares or American  Depositary shares representing such shares
         are so listed.