THE HIH APPROVED MANAGEMENT



                                SHARE OPTION PLAN









                                      RULES

                                       and

                                   REGULATIONS









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                           THE HIH APPROVED MANAGEMENT

                                SHARE OPTION PLAN

                        (Amended on the 29 January 1992)

1.       The Plan will be known as The HIH Approved Management Share Option Plan
         ('the Plan ')

Definitions

2.       For the purposes of the Plan, unless the context otherwise requires,
         the following words and expressions shall have the following meanings:

"the Company"              means Huntingdon International Holdings plc;

"Subsidiary"               means a body  corporate of which the Company
                           is for the  time  being  to be taken to have
                           control  for the  purposes of Section 534 of
                           the  Income and  Corporation  Taxes Act 1970
                           and  which is a  subsidiary  of the  Company
                           within  section  154  of The  Companies  Act
                           1948;

"Group"                    means the Company and the Subsidiaries;

"the Adoption Date"        means the date on which the Company in a general
                           meeting passes an
                           ordinary resolution adopting the Plan;

"the Auditors"             means the auditors for the time being of the Company
                           (acting as experts and not as arbitrators);

"the                       Board"  means the Board of  Directors of the
                           Company or the  directors  present at a duly
                           convened meeting of the directors at which a
                           quorum is present or the  persons  appointed
                           by  the  Board  of  Directors  to  act  as a
                           committee  of the Board of  Directors of the
                           Company for all or any  matters  relating to
                           the Plan;

"Eligible                  Employee" means a person who is a Fu1l -Time
                           Director of or a Qualifying  Employee of the
                           Company or of a Subsidiary,  selected by the
                           Board to  participate in the Plan and who is
                           not  expected  by the Board to  retire  from
                           being a  Full-Time  Director  or  Qualifying
                           Employee  as  aforesaid  within 2 years from
                           the date  when this  expression  falls to be
                           applied;

"Employment"              means employment by the Company and/or any Subsidiary;

"Full                     Time  Employment"  means a  Director  of the
                          Company and/or any Subsidiary whose terms of
                          employment  require him to work for at least
                          thirty-seven  and  one-half  hours  per week
                          (excluding meal breaks);

"Option"                  means an option to subscribe for Plan Shares granted
                          pursuant to the Plan;

"Option Price"            in relation to any Plan Shares means the greater of

(i)      the nominal value of an Ordinary Share and

(ii)     an amount equal to the middle market quotations for the Ordinary Shares
         (as derived from the Stock
         Exchange Daily Official List) during the five dealing days prior
         to the date on which the offer to grant an Option is made to a
         Participant. Such price may be determined in either Sterling of
         U.S. Dollars as the Board may direct should the Option Price be
         determined in U.S. Dollars, then for the purposes of calculating
         the limit referred to in Rule 4(F) , the Option Price shall be
         converted to Sterling using the exchange rate quoted by National
         Westminster Bank plc ( or such other London clearing bank as the
         Directors may nominate in the event that there is no such
         exchange rate quoted by National Westminster Bank plc) on the
         date on which the Offer to grant an Option is made to a
         Participant;

"Ordinary Shares"          means the Ordinary shares of the Company;

"Participant"              means any person who for the time being participates
                           in the Plan;

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

 "Plan                     Shares" means Ordinary  Shares which satisfy
                           the conditions  specified in paragraphs 7 to
                           11 inclusive of Schedule 10 to the 1984 Act;

"Qualifying                Employee"  means an  employee of the Company
                           or a  Subsidiary  (who is not a director  of
                           the Company or a Subsidiary) who is required
                           under  the terms of his  employment  to work
                           for at least thirty seven.and one-half hours
                           per week (excluding mealbreaks);

"Qualifying employment"    means Employment either as a Full Time Director or
                           as a
                         Qualifying Employee as the case may be;

"Record                  Date" in relation to any particular  payment
                         of  dividend  or the  making  of  any  other
                         distribution  to the Company's  shareholders
                         means the date on which any such shareholder
                         must duly  appear in the as such in order to
                         have the right to receive  such  dividend or
                         other distribution;

"Relevant                Emoluments"  in  relation  to a  Participant
                         means   such  of  the   emoluments   of  his
                         Employment  as are  liable to be paid  under
                         deduction  of tax pursuant to section 204 of
                         the Taxes Act calculated as for the
                         purposes of section 204 after deduction from them
                         amounts included by virtue of Chapter II of Part ill
                         of the Finance Act 1976;

"Taxes Act"              means Income and Corporation Taxes Act 1970;

"1984 Act"               means Finance Act 1984;

"Year of Assessment" bears the meaning given thereto in the Taxes Act.

Where the  context so permits  the  singular  shall  include the plural and vice
versa and the masculine shall include the feminine.

Reference  to any Act shall  include any  statutory  modification,  amendment or
re-enactment thereof.

Grant of Options

3(A)     The Board may  (subject to the  provisions  of rules 3(B)  hereof) from
         time to time during the Plan Period at its  discretion  offer an Option
         on the terms of the Plan to an Eligible Employee to be selected in each
         case at the  discretion  of the Board.  An  Eligible  Employee  may not
         participate  in the Plan should he be  prohibited  from so doing by the
         provisions  specified in  paragraph  4(1)(b) of Schedule 10 of the 1984
         Act.

(B)      Any such  offer  may be made  within a period of four  weeks  after the
         Adoption Date or thereafter within a period commencing on the third day
         and ending on the fifty-  sixth day after the  respective  dates of the
         announcements by the Company of the Group's quarterly results.

4(A)     Subject to the limitations referred to herein the Board shall determine
         the number of Plan  Shares to be included in an Option to be offered to
         an Eligible Employee.

(B)      An offer of an  Option to  acquire  Plan  Shares  must be  accepted  in
         writing in such manner as the Board may prescribe within 21 days of the
         same  being  made and if not so  accepted  sha1llapse.  An offer may be
         accepted in part.

(C)      An Option  and an offer to grant an  Option  shall be  personal  to the
         Eligible  Employee  to whom it is  granted  or made  and  shall  not be
         capable of assignment. Any purported assignment, pledge, disposal of or
         dealing with an Option shall  entitle the Company to require the Option
         to be forfeited.

(D)      The  amount  payable  for the  grant of an  Option  shall be the sum of
         (pound)1. This consideration shall not be returnable to the Participant
         and shall not be deemed to be part payment of the Option Price.

(E)      The amount payable for each Plan Share in the event of the Option being
         exercised shall be the Option Price.

(F)      No Option  shall be  offered  to an  Eligible  Employee  in any year of
         assessment  if this would,  at the date of grant of such Option,  cause
         the aggregate of:



         (a)      the amount which would be subscribed for Plan Shares on the
                  exercise of such Option; and

         (b)      the aggregate Option Prices of any Plan Shares comprised in
                  any unexercised Options held by
                  that Eligible Employee; and

         (c)      the aggregate  amount which would be  subscribed  for Ordinary
                  Shares which he may acquire in pursuance of unexercised rights
                  granted to him at any time under any other Plan approved under
                  Schedule 10 to the 1984 Act and  established by the Company or
                  by any  associated  company  thereof  (within  the  meaning of
                  Section 302 of the Taxes Act)

         to exceed or further exceed the greater of:

         (1)      four times the amount of the Relevant Emoluments for the
                  current or preceding year of
                  assessment (whichever of those years gives the greater amount)
                  and

         (2)      the  amount  for  the  time  being   specified  as  being  the
                  appropriate  limit for the  purposes of paragraph 5 (2) (a) of
                  Schedule 10 of the 1984 Act; and so that: -

                  (i)      the  amount  referred  to in item (a) and the  Option
                           Prices or amounts to be subscribed and referred to in
                           items  (b)  or  (c)  shall  be as  determined  at the
                           respective  dates of grant (or such  earlier  date as
                           may  be  applicable   pursuant  to  paragraph  13  of
                           Schedule 10 to the 1984 Act); and

                  (ii)     where  there  were  no  Relevant  Emoluments  for the
                           preceding   year  of  assessment   the   substitution
                           referred to in  paragraph  5(3) of Schedule 10 to the
                           1984 Act shall apply.

(G)      Options  shall be evidenced by  certificates  in such form as the Board
         shall from time to time determine.

(H)      No offer of an Option  shall be made  which is  capable  of or open for
         acceptance after the expiry of the Plan Period.  For the purpose of the
         Plan the date of the  grant of  Option  shall be the date on which  the
         offer to grant  the  option to an  Eligible  Employee  shall  have been
         accepted by such Eligible Employee.

Limit or Shares

5.       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 numbers of Ordinary Shares specified in paragraphs
         (i) and (ii)  below  shall  not  exceed  10 per cent of the  number  of
         Ordinary Shares in issued on the day immediately  prior to the relevant
         day; that is to say, added to the aggregate of:-

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

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

Exercise or an Ontion

6(A)     An Option  shall be  exercised by  delivering  to the  Secretary of the
         Company a notice duly signed by the  Participant  in a form approved by
         the Board together with payment of the Option Price for each Plan Share
         to be subscribed and delivered of the Option  certificate for amendment
         or  cancellation as the case may be. An Option may be exercised in part
         provided that any partial exercise is in respect of 10 Plan Shares or a
         multiple  thereof  except where the Option  relates to a number of Plan
         Shares less than 10, in which case the  Participant  shall exercise his
         rights in full in respect of that number of shares.

(B)      Subject  to  any  necessary  consents  and  to an  Option  having  been
         exercised in  accordance  with the  provisions of paragraph (A) of this
         Rule,  the Company  shall as soon as  practicable  and in any event not
         late  than 2  working  days  after the  exercise  of an Option  make an
         allotment to the Participant of the number of Plan Shares  specified in
         the notice exercising the Option and shall deliver to the Participant a
         definitive share certificate.

Period of Options and Provisions for Participants Leaving the Group

7(A)     An Option  may not be  exercised  later  than the day  before the tenth
         anniversary of the date that the same was granted on which day the same
         (if it has not  already  ceased to be  exercisable)  shall  cease to be
         exercisable.

(B)      An Option may not be exercised prior to the expiry of three years from
         the date that the same was granted except

         (a)      in the event of the Participant ceasing to be in Qualifying
                  Employment by reason of his death; or

         (b)      if the  Board  shall in its  discretion  determine  that  such
                  restriction  shall not apply in the case of that  Participant,
                  being  a  Participant  who  has  ceased  to be  in  Qualifying
                  Employment by reason of any of the circumstances  described in
                  paragraph  (E)  below,  or in  respect  of whom the  Board has
                  previously exercised its discretion under paragraph (G) below;
                  or

         (c)      as provided in Rule 9.

(C)      An Option granted to any Participant may not be exercised  within three
         years of the date on which the Participant  last exercised an Option or
         any rights  obtained under any other Plan approved under Schedule 10 to
         the 1984 Act except

         (a)      in the event of the Participant ceasing to be in Qualifying
                  Employment by reason of his death; or

         (b)      if the  Board  shall in its  discretion  determine  that  such
                  restriction  shall not apply in the case of that  Participant,
                  being  a  Participant  who  has  ceased  to be  in  Qualifying
                  Employment  by  reason  of  whom  the  Board  has   previously
                  described  in  paragraph  (e0elow,  or in  respect of whom the
                  Board has previously  exercised its discretion under paragraph
                  (G) below; or

(c)      as provided in Rule 9.

(C)      An Option granted to any Participant may not be exercised  within three
         years of the date on which the Participant  last exercised an Option or
         any rights  obtained under any other Plan approved under Schedule 10 to
         the 1984 Act except

(a)      in the event of the Participant ceasing to be in Qualifying Employment
         by reason of his death; or

(b)               if the  Board  shall in its  discretion  determine  that  such
                  restriction  shall not  apply in the case of that  Participant
                  being a Participant as described in sub-paragraph  (b) of this
                  paragraph (B) of this Rule; or

(c)               as  provided in Rule 9, but  nothing in this  paragraph  shall
                  prevent a Participant  from  exercising on the same day rights
                  obtained under the Plan and any other such Plan or Plans.

         Provided  that this Rule 7(C)  shall not apply in respect of any Option
         granted  after the date on which the  addition of this  proviso to Rule
         7(C) was approved by the Board of Inland Revenue.

(D)      Except as provided in paragraphs (E) (F) and (0) below no Option may be
         exercised  unless  the  Participant   shall  have  been  in  Qualifying
         Employment since the date of the grant of such Option.


(E)      Subject to paragraphs (A) (B) and (C) of this Rule if a Participant
         ceases to be in Qualifying
         Employment by reason of :-

(i)      his retirement on or after attaining normal retirement age or, with the
         express consent of the board in writing for the purpose of this
         paragraph, at a younger age;

(ii)     ill health or disability recognised as such expressly by the Board in
         writing for the purpose of this paragraph;

         (iii)    dismissal by reason of redundancy (within the meaning of The
                  Employment Protection  (Consolidation) Act 1978); or

         (iv)     the company by which he is employed (if not the Company)
                  ceasing to be a Subsidiary .

         he may  within 12 months of such  cessation  or, if later,  within  the
         period of 6 months  commencing on the third  anniversary of the date of
         grant of an Option  exercise  that  Option as regards all or any of the
         Plan Shares  comprised  therein and shall  thereafter cease to have any
         right to exercise any Option or (as the case may be) that Option.

(F)      Subject to paragraph (A) of this Rule in the event of the death of a
         Participant being in Qualifying Employment his personal representative
         may within 12 months of his death exercise any Option granted
         to him in respect of all or any of the Plan Shares comprised therein
         and shall thereafter cease to  have any rights to exercise any such
         Option. In the event of the death of a Participant who had
         previously ceased to in Qualifying Employment but whose Option
         remained exercisable under paragraphs (E) or (G) of this Rule, his
         personal representatives may exercise that Option as aforesaid not
         later than the date on which it would have ceased to be exercisable
         under paragraph (E) or (G) as the case may be but in no event later
         than 12 months after his death and shall thereafter cease to
         have any rights to exercise any such Option.

(G)      If a Participant  ceases to be in Qualifying  Employment for any reason
         other than those  specified in  paragraphs  (E) or (F) of this Rule the
         Participant  shall cease to have any rights to exercise his Option upon
         such  cessation  provided that the Board at its discretion may (subject
         to paragraphs  (A) of this Rule) allow such a  Participant  to exercise
         his Option  during a period not  exceeding  12 months  from the date of
         such cessation.

(H)      If a Participant (or his personal  representatives) shall cease to have
         any such rights to  exercise an Option  under this Rule or under Rule 9
         of such Option shall lapse and the Board shall  notify the  Participant
         in writing of such cessation and forthwith upon such  notification  the
         Participant  shall be bound to surrender to the Company the certificate
         evidencing such Option.

(I)      Notwithstanding the foregoing provisions, no Option may be exercised at
         a time when the  Participant  to whom it was granted is precluded  from
         participating in the Plan by virtue of paragraph 4(1)(b) of Schedule 10
         to the 1984 Act.

Variation or Capital

8(A)     If at any time any Ordinary  Shares  shall be issued  credited as fully
         paid by way of  capitalisation  of reserves or  undisturbed  profits or
         shall be offered to members of the Company for  subscription  by way of
         rights or in the event of any  variation  in or  reorganisation  of the
         share  capital  of  the  Company  whether  by way  of  sub-division  or
         consolidation of shares or a reorganisation of the share capital of the
         Company for the  purposes of Section 78 to 81 of the Capital  Gains Tax
         Act 1979, then:-

(i)      the Option Price in respect of any Options granted pursuant to the
         Plan; and/or

(ii)     the number of Plan Shares subject to any such Option;

         shall be  adjusted  in such  manner as the Board  may  determine  to be
         appropriate  and such  decision of the Board shall be final and binding
         on the  Participants  and the Company provided that no adjustment shall
         be made pursuant to this paragraph  unless and until the Auditors shall
         have reported to the Board in writing that such  adjustment is in their
         opinion fair and reasonable.

(B)      In no  circumstances  shall the Option  Price as  reduced  or  adjusted
         pursuant to paragraph  (A) of this Rule in respect of any Plan Share be
         less than the nominal value of such share.

(C)      Every  alteration  or  variation  made  pursuant  to this Rule shall be
         subject to the prior approval of the Board of the Inland Revenue.

(D)      Every  alteration  or  valuation  made  pursuant to this Rule shall not
         notified by the Company to the Participants.

Takeover and Liquidation

9(A)     If at any time either:

         (a)      a general  offer is made to  acquire  the whole of the  issued
                  ordinary  share  capital of the  Company  or the part  thereof
                  which is not  already  owned by offer or  and/or  any  company
                  controlled  by the offer or and/or  persons  acting in concert
                  with the  offer or and  such  offer  has  become  or  declared
                  unconditional, or

         (b)      any Scheme of Arrangement  shall become effective whereby more
                  than 25 per cent of the issued  ordinary  share capital of the
                  Company  carrying a right to vote in general  meetings  of the
                  Company  shall  become  vested  in  another  person  or in any
                  combination of persons acting in concert:

                  (i)      subject  to  paragraphs  (A)  and  (D)  of  Rule  7 a
                           Participant  may at any time within six months of the
                           date upon which the offer  becomes  unconditional  or
                           the Scheme becomes effective exercise any outstanding
                           Options  (either in whole or in part)  which are then
                           held by him; and

                  (ii)     the Company shall use its best  endeavours to procure
                           that the offer or shall offer to acquire any Ordinary
                           Shares  which  are   allocated  to  the   Participant
                           pursuant  to the  exercise of an Option upon the same
                           terms as those upon which the  Ordinary  Shares  were
                           acquired by the offer or pursuant to the said general
                           offer or Scheme of Arrangement.

(B)      If the offer or becomes  entitled or bound under Sections 428 to 430 of
         the Companies  Act 1985 to acquire any Ordinary  Shares the Board shall
         notify each Participant thereof forthwith upon the Board becoming aware
         that the offer or is so  entitled or bound and a  Participant  shall be
         entitled  (subject to paragraphs (A) and (D) of Rule 7) to exercise all
         or any of the  outstanding  Options which he holds at any time that the
         offer or is so  entitled  or  bound.  Upon the offer or  ceasing  to be
         either so  entitled  or bound all  unexercised  Options (if not already
         lapsed) shall lapse.

(C)      If under Section 425 of the  Companies  Act 1985 the Court  sanctions a
         comprise or  arrangement  proposed for the purpose of or in  connection
         with a scheme for the reconstruction of the Company or its amalgamation
         with any other  company or  companies  a  Participant  may  (subject to
         paragraphs  (A)  and  (D)  or  Rule  7) to  exercise  all or any of the
         outstanding  Options  which he holds  within  the  period of six months
         following the date of sanction by the court and upon the expiry of such
         period all unexercised Options (if not already lapsed) shall lapse.

(D)      In the event of a voluntary  winding up of the Company for the purposes
         of a reorganisation or reconstruction and subject to the prior approval
         of the Board of the Inland Revenue,  such  adjustment  shall be made to
         any  unexercised  Option  (including  the  number  or class  of  shares
         comprised  therein  and  the  Option  Price  payable  therefor)  as the
         Auditors  shall on the  request  of the Board  certify in writing to be
         fair and reasonable.

(E)      If a notice  of a  meeting  to  consider  a  resolution  for any  other
         voluntary winding up of the Company shall be given the Board shall give
         notice thereof to all  Participants  and thereupon each Participant may
         forthwith  and until the  commencement  of the  winding up be  entitled
         (subject  to  paragraphs  (A)  and  (D)  of  Rule  7) to  exercise  any
         outstanding  Option  then  held by him  before  the date on which  such
         resolution is duly passed.  Subject to the foregoing provisions of this
         Rule all Options shall lapse on the winding up of the Company.

(F)      Upon the happening of any of the events  referred to in paragraphs  (A)
         and (D) of this  Rule  the  effect  thereof  shall be  notified  by the
         Company to the Participants.

Rights Attaching to Shares Allotted Pursuant to an Option

10.      All shares allotted  pursuant to the exercise of any Option shall as to
         voting, dividend,  transfe, and other rights including those arising in
         the liquidation of the Company,  rank pari passu in all respects and as
         to one class with the  Ordinary  Shares in issue as at the date of such
         allotment,  save that any allotment  made after the earlier of the date
         of announcement of a proposed  dividend or other  distribution  and the
         Record  Date  thereof  shall be made  upon  terms  that the  shares  so
         allocated are not entitled to participate therein.
Availability of Shares

11.      The Company will at all times keep sufficient authorised but unissued
         Ordinary Shares to permit the exercise of all unexercised Options.

Listing

12.      The  Company  will  at  its  expense  make   application   to  National
         Association of Securities  Dealers Inc. for shares allotted pursuant to
         the exercise of any Option or American  Depositary Shares  representing
         such  shares to be listed on the  National  Association  of  Securities
         Dealers  Automated  Quotation  System.  The Company will at its expense
         make  application 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.

General

13.      If a  Participant  shall  cease for any reason to be in  Employment  he
         shall not be  entitled  by way of  compensation  for loss or  otherwise
         howsoever,  to any sum or benefit to compensate him for the loss of any
         right or benefit under the Plan or the lapse of any Option.

14.      The Company shall maintain all necessary books of account and records
         relating to the Plan.

15.      The Plan shall in all respects be  administered  by the Board which may
         make such rules not being  inconsistent  with the terms and  conditions
         hereof for the conduct of the Plan as the Board thinks fit. Any dispute
         regarding the  interpretation of these Rules or the terms of any Option
         shall be determined by the Board (upon such advice as it shall consider
         necessary) and its decision shall be final and binding.

16.      The Board may alter this Plan in any respect except that: -

         (i)      save to the extent that may be necessary in order to obtain or
                  maintain  approval  by the Board of the Inland  Revenue  under
                  Schedule 10 to the 1984 Act, no alteration will be made to the
                  following  without  the  previous  sanction  of the Company in
                  general meeting:  to the definitions of "Eligible  Employee" ,
                  "Full Time Director" , "Qualifying  Employee",  "Option Price"
                  or "Relevant  Emoluments" or to any of Rules 3, 4(B), (C), (D)
                  and (F), 5, 7, 9, 10, 15 and 16 which  would be an  alteration
                  to the advantage of Eligible Employees and Participants;

         (ii)     no alteration may be made which would alter to the
                  disadvantage of a Participant any rights
                  already accrued to him except with his prior written consent;

         (iii)    following  the  approval of the Plan under the  provisions  of
                  Schedule 10 to the 984 Act no  alteration  may be made without
                  the prior approval of the Board of the Inland Revenue.

17.      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.

18.      The Board of the Company in General  Meeting may at any time  terminate
         the Plan and in such event no further  Option  will be granted  but the
         subsisting rights of Participation will not thereby be affected.

19.               (A) Participants  shall be entitled while they have subsisting
                  rights  under the Plan to receive  copies of all  notices  and
                  other   documents   sent  by  the  Company  to  its   Ordinary
                  Shareholders.

         (B)      Any  notice  or  document  to be  given  to a  Participant  or
                  Eligible  Employee  may be delivered to him by hand or sent to
                  him by  post  at  his  last  known  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.