HUNTINGDON INTERNATIONAL HOLDINGS plc



                                       AND



                              THE BANK OF NEW YORK

                                  As Depositary



                                       AND



                     HOLDERS OF AMERICAN DEPOSITARY RECEIPTS




                                DEPOSIT AGREEMENT




                            Dated as of June 21, 1983

                                       And

                     Amended and Restated as of June 6, 1996

<PAGE>

                              AMENDED AND RESTATED
                                DEPOSIT AGREEMENT

The DEPOSIT AGREEMENT,  dated as of June 21, 1983 among Huntingdon International
Holdings plc, an English  Company  (herein called the Company),  MORGAN GUARANTY
TRUST COMPANY OF NEW YORK a New York  corporation,  and all Holders from time to
time of American  Depositary  Receipts  issued  hereunder is hereby  amended and
restated as follows as of this 6th day of June 1996 among the Company,  The Bank
of New York, a New York banking corporation (herein called the Depositary) , and
all Holders from time to time of American  Depositary  Receipts (herein referred
to as the "Deposit Agreement).

                                   WITNESSETH:

WHEREAS,  the  Company  desires to  provide,  as  hereinafter  set forth in this
'Deposit  Agreement,  for the deposit of Ordinary  Shares of 5p each (par value)
(herein  called the  Ordinary  Shares) of the Company from time to time with the
Depositary or with the  principal  London office of The Bank 0f New York (herein
called the Custodian),  as agent of the Depositary for the purposes set forth in
this  Deposit  Agreement,   for  the  creation  of  American  Depositary  Shares
representing the Ordinary Shares so deposited and for the execution and delivery
of American  Depositary  Receipts in respect of the American  Depositary Shares;
and

WHEREAS, the American Depositary Receipts are to be substantially in the form of
Exhibit  A  annexed  hereto,  with  appropriate  insertions,  modifications  and
omissions, as hereinafter provided in this Deposit Agreement;

NOW,  THEREFORE,  in consideration of the premises,  it is agreed by and between
the parties hereto as follows:

ARTICLE 1         DEFINITIONS

The following  definitions  shall for all  purposes,  unless  otherwise  clearly
indicated, apply to the respective terms used in this Deposit Agreement:

SECTION 1.01      Company

The term "Company' shall mean Huntingdon  International Holdings plc, an English
company, and its successors.

SECTION 1.02      Depositary

The  term  "Depositary"  shall  mean The Bank of New  York,  a New York  banking
corporation,  and its  successors as depositary  hereunder.  The term  Corporate
Trust Office,  when used with respect to the Depositary,  shall be the Corporate
Trust Office as it is there at 101 Barclay Street,  New York, New York 10286, or
at such other location as may be designated by the Depositary.

SECTION 1.03      Custodian

The term  "Custodian"  shall mean the principal London office of The Bank of New
York,  presently located at 3 Birchin Lane, London,  EC3V 9B4, England, as agent
of the Depositary for the purposes of this Deposit Agreement, and any other firm
or corporation  which may hereafter be appointed by the Depositary,  pursuant to
the terms of Section 5.05, as substitute Custodian hereunder.

SECTION 1.04      Deposit Agreement

The term  "Deposit  Agreement"  shall  mean this  agreement,  as the same may be
amended from time to time in accordance with the provisions hereof.

SECTION 1.05      Ordinary Shares

The term 'Ordinary Shares" shall mean the Ordinary Shares of 5p each (par value)
of the Company  heretofore  validly issued,  fully paid and  nonassessable,  and
currently  outstanding,  and hereafter  validly issued and outstanding and fully
paid and nonassessable.

SECTION 1.06      Deposited Securities

The term "Deposited Securities" as of any time shall mean the Ordinary Shares at
such  tine  deposited  under  this  Deposit  Agreement  and any  and  all  other
securities,  property and cash  received by the  Depositary  or the Custodian in
respect  thereof  and at such time  held  hereunder,  subject  as to cash to the
provisions of Section 4.05.

SECTION 1.07      Receipts

The term "Receipts" shall mean the American Depositary Receipts issued hereunder
representing American Depositary Shares.

SECTION 1.08      American Depositary Share

The term  "American  Depositary  Share"  shall mean a security  evidenced  by an
American Deposita1y Receipt, that represents a foreign security or a multiple of
or fraction thereof deposited with a depositary,  the rights  represented by the
Receipts  issued  hereunder  and  the  interests  in  the  Deposited  Securities
represented  thereby.  Each  American  Depositary  Share  shall  represent  five
Ordinary Shares (or evidence of rights to receive such Ordinary  Shares),  until
there shall occur a distribution  upon Deposited  Securities  covered by Section
4.03 or a change in Deposited securities covered by Section 4.08 with respect to
which  additional  Receipts  are not  executed  and  delivered,  and  thereafter
American  Depositary  Shares shall  represent  the number of Ordinary  Shares or
Deposited Securities specified in such Sections.

SECTION 1.O9      Holder

The term "Holder" shall mean the person in whose name a Receipt is registered on
the books of the Depositary maintained for such purpose.

SECTION 1.10      Registrar

The  term  "Registrar"  shall  mean  any  bank or  trust  company  appointed  to
countersign  Receipts  and  transfers  of Receipts as herein  provided and shall
include any coregistrar  appointed by the  Depositary,  upon the request or with
the approval of the Company, for such purposes.

SECTION 1.11      Dollars

The term "dollars" shall mean United States dollars.  The term "pounds sterling"
shall mean United Kingdom pounds sterling.

SECTION 1.12      Securities Act of 1933

The term  "Securities  Act of 1933"  shall  mean the Act of May 27,  1933 (15 US
Code, Secs 77a77aa), as from time to time amended.

SECTION 1.13      Commission

The term "Commission"  shall mean tbe Securities and Exchange  Commission of the
United States or any successor governmental agency in the United States.

ARTICLE 2         FORM OF RECEIPTS, DEPOSIT OF ORDINARY SHARES, EXECUTION AND
                  DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS

SECTION 2.01      Form and Transferability of Receipts

Definitive  Receipts  shall be  engraved  or printed or  lithographed,  shall be
substantially  in the form set  forth  in  Exhibit  A  annexed  to this  Deposit
Agreement,   with  appropriate  insertions,   modifications  and  omissions,  as
hereinafter  provided.  Such Receipts shall be executed by the Depositary by the
manual or facsimile  signature of a duly authorized  signatory of the Depositary
and, if a Registrar for the Receipts shall have been appointed, countersigned by
the  manual  or  facsimile  signature  of a  duly  authori2ed  signatory  of the
Registrar.  No Receipt  shall be entitled  to any  benefits  under this  Deposit
Agreement or be valid or obligatory  for any purpose,  unless such Receipt shall
have been executed by the  Depositary by the manual or facsimile  signature of a
duly authorized  signatory or, if a Registrar shall have been appointed,  by the
manual or facsimile  signature of a duly authorized  signatory of the Registrar.
The  Depositary  shall  maintain  books on which each  Receipt so  executed  and
delivered as hereinafter provided and the transfer of each such Receipt shall be
registered  Receipts  bearing  the  manual  or  facsimile  signature  of a  duly
authorized signatory of the Depositary who was at any time a proper signatory of
the Depositary  shall bind the Depositary,  notwithstanding  that such signatory
has ceased to hold such office prior to signature of the  Registrar and delivery
of such Receipts or did not hold such office at the date of such Receipts.

The Receipts may be endorsed with or have  incorporated in the text thereof such
legends or recitals  or changes not  inconsistent  with the  provisions  of this
Deposit  Agreement  as may be required by the  Depositary  or required to comply
with  any  applicable  law or  regulations  thereunder  or with  the  rules  and
regulations of any securities exchange upon which the American Depositary Shares
may be listed or to conform with any usage with respect thereto,  or to indicate
any special  limitations or  restrictions  to which any particular  Receipts are
subject by reason of the date of issuance of the underlying Deposited Securities
or otherwise.

Title to a Receipt (and to the American  Depositary shares evidenced  thereby) ,
when properly endorsed or accompanied by proper  instruments of transfer,  shall
be  transferable by delivery with the same effect as in the case of a negotiable
instrument;  provided, however, that the Depositary,  notwithstanding any notice
to the contrary,  may treat the Holder  thereof as the absolue owner thereof for
the purpose of determining  the person  entitled to distribution of dividends or
oher distributions or to any notice provided for in this Deposit Agreement,  and
for all other purposes.

SECTION 2.02      Deposit of Ordinary Shares

Subject to the terms and conditions of this Deposit  Agreement,  Ordinary Shares
or  evidence  of rights to  receive  Ordinary  Shares  may be  deposited  by the
delivery thereof to the Custodian,  accompanied by any appropriate instrument or
instruments of transfer, or endorsement,  in form satisfactory to the Custodian,
together with all suh  cerificaions  as may be required by the Depositary or the
Custodian in  accordance  with the  provisions  of this Deposit  Agreement,  and
together  with a written order  directing the  Depositary to execute and deliver
to, or upon the written  order of, the person or persons  stated in such order a
Receipt or Receipts  for the number of American  Deposiary  Shares  representing
such  deposit.   No  Ordinary  Shares  shall  be  accepted  for  deposit  unless
accompanied  by  evidence  satisfactory  to the  Depositary  that any  necessary
aproval has been granted by the governmental body in the United Kingdom, if any,
which is then performing the function of the regulation of currency exchange. If
required by the Depositary,  Ordinary Shares  presented for deposit at any time,
whether or not the  transfer  books of the  Company  are  closed,  shall also be
accompanied by an agreement or assignment,  or other instrument  satisfactory to
the  Depositary,  which will provide for the prompt transfer to the Custodian of
any dividend,  or right to subscribe for addiional Ordinary Shares or to receive
other  propery,  which any person in whose name the Ordinary  Shares are or have
been  recorded  may  thereafter  receive  upon or in respect  of such  deposited
Ordinary  Shares,  or in lieu  thereof,  such  agreement  of  indemnity or other
agreement as shall be satisfactory to the Depositary.

At the request and risk and  expense of any holder of ordinary  Shares,  and for
the account of such holder, the Depositary may receive certificates for Ordinary
Shares to be deposited, together wih the other instruments herein specified, for
the purpose of forwarding such  certificaes for Ordinary Shares to the Custodian
for deposit hereunder.

Upon each delivery to the Custodian of a cerificate or  cerificates  for Odinary
Shares  to be  deposited  hereunder,  together  with the other  documents  above
specified,  the  Custodian  shall,  as soon as transfer and  recordation  can be
accomplished,  present  such  certificate  or  certificates  to the  Company for
transfer and  recordation of the Ordinary  Shares being deposited in the name of
the Depositary or its nominee, or the Custodian or its nominee.

Deposited  Ordinary Shares shall be held by the  Depositary,  or by the Cusodian
for the  account and to the order of the  Depositary,  or at such other place or
places as the Depositary shall determine.

SECTION 2.03       Execution and Delivery of Receipts.
                   ----------------------------------

Upon receipt by the Cusodian of any deposit  pursuant to Section 2.02  hereunder
(and in  addtion,  if the  transfer  books of the  Company  are  open,  a proper
acknowledgment or other evidence from the Company satisfactory to the Depositary
that any deposited  Ordinary  Shares have been recorded upon the Company's books
in the name of the  Depositary  or its nominee or the Custodian or its nominee},
together with the other  documents  required as above  specified,  the Custodian
shall notify the Depositary of such deposit and the person or persons to whom or
upon  whose  written  order a Receipt or  Receipts  are  deliverable  in respect
thereof and the number of American Depositary Shares to be represented  thereby.
Such  notification  shall be made by  letter  or,  at the  request  and risk and
expense  of the  person  making  the  deposit,  by  cable,  telex  or  facsimile
transmission.  Upon receiving such notice from the  Custodian,  the  Depositary,
subject to the terms and conditions of this Deposit Agreement, shall execute and
deliver at its Corporate  Trust Office in the Borough of Manhattan,  The City of
New York,  to or upon the order of the  person or  persons  named in the  notice
delivered to the  Depositary,  a Receipt or Receipts,  registered in the name or
names and  representing  any  authorized  number of American  Depositary  Shares
requested by such person or persons,  but only upon payment to the Depositary of
the fee of the  Depositary  for the  execution  and  delivery of such Receipt or
Receipts  and  of all  taxes  and  governmental  charges  and  fees  payable  in
connection with such deposit and the transfer of the deposited Ordinary Shares.

SECTION 2.04.     Transfer of Receipts, Comninations and Splitups.
                  -----------------------------------------------

Subject to the terms and  conditons of this Deposit  Agreement,  the  Depositary
shall register transfers on its transfer books from time to time of Recipts upon
any  surrender  of a  Receipt,  by the  Holder in  person or by duly  authorized
attorney,  properly  endorsed or accompanied by proper  instruments of transfer,
and duly  stamped as may be  required  by any  applicable  laws.  Thereupon  the
Depositary  shall  execute a new Receipt or Receipts  and deliver the same to or
upon the order of the person entitled thereto.

The Depositary,  subject to the terms and conditions of this Deposit  Agreement,
shall,  upon  surrender  of a Receipt or Receipts for the purpose of effecting a
splitup or  combination  of such Receipt or Receipts,  execute and deliver a new
Receipt or Receipts  for any  authorized  number of American  Depositary  Shares
requested,  representing the same aggregate number of American Depositary Shares
as the Receipt or Receipts surrendered.

SECTION 2.05.     Surrender of Receipts and Withdrawal of Ordinarv Shares.
                  -------------------------------------------------------

Upon surrender at the Corporate  Trust Office of the Depositary of a Receipt for
the purpose of withdrawal of the Deposited  Securities  represented thereby, and
upon payment of the fee of the Depositary for the cancellation of Receipts,  and
subject to the terms and  conditions  of this Deposit  Agreement,  the Holder of
such  Receipt  shall be entitled to delivery,  to him or upon his order,  of the
amount of Deposited  Securities at the time reprented by such Receipt.  Delivery
of such Deposited  Securities may be made by the delivery of certificates in the
name of such  Holder or as ordered by him, or by the  delivery  of  certificates
properly  endorsed  or  accompanied  by proper  instruments  of  transfer.  Such
delivery shall be made as hereinafter provided, without unreasonable delay.

A Receipt  surrendered for such purposes may be required by the Depositary to be
properly  endorsed in blank or accompanied by proper  instruments of transfer in
blank,  and the Holder  thereof  shall  execute and deliver to the  Depositary a
written order directing the Depositary to cause the Deposited  Securities  being
withdrawn to be delivered to or upon the written  order of the person or persons
designated in such order. Thereupon the Depositary shall direct the Custodian to
deliver at the London office of the Custodian,  subject to Sections  2.07,  3.01
and 3.02, and to the other terms and conditions of this Deposit Agreement, to or
upon the written order of the person or persons designatd in the order delivered
to the  Depositary  as  above  provided,  the  amount  of  Deposited  Securities
represented  by such Receipt,  except that the  Depositary  may make delivery to
such person or persons at the  Corporate  Trust Office of the  Depositary of any
dividends or distributions with respect to the Deposited Securities  represented
by such Receipt,  or of any proceeds of sale of any dividends,  distributions or
rights, which may at the time be held by the Depositary .

At the request and risk and expense of any Holder so surrendering a Receipt, and
for the account of such Holder,  the  Depositary  shall direct the  Custodian to
forward a certificate or  certificates  and other proper  documents of title for
the  Deposited  Securities  represented  by such Receipt to the  Depositary  for
delivery  at the  office of the  Depositary.  Such  direction  shall be given by
letter or, at the request and risk and expense of such Holder,  by cable,  telex
or facsimile transmission.

SECTION 2.06.     Appointment of Cotransfer Agents.
                  --------------------------------

The  Depositary  may  appoint one or more  cotransfer  agents for the purpose of
effecting  transfers,  combinations  and  splitups of Receipts as  aforesaid  at
designated  transfer  offices  on  behalf  of the  Depositary.  In the  event  a
cotransfer agent is so appointed,  it shall carry out its functions on behalf of
the Depositary in accordance with any applicable  laws, the  requirements of any
stock  exchange  upon  which the  Receipts  or the  American  Depositary  Shares
represented  thereby are listed and in accodance  with the  instructions  of the
Depositary.  In  carrying  out its  functions,  a  cotransfer  agent may require
evidence of authority and compliance wich applicable law and other  requirements
by Holders of  Receipts  or persons  entitled  thereto  and shall be entitled to
protection and indemnity to the same extent as the Depositary.

SECTION 2.07.     Limitations on Execution and Delivery, Transfer, etc of
                  Receipts, Suspension of Delivery, Transfer etc.
                  -------------------------------------------------------

As a  condition  precedent  to  the  execution  and  delivery,  registration  of
transfer, splitup,  combination or surrender of any Receipt or withdrawal of any
Depclsited Securities,  the Depositary or the Custodian may require payment from
the presenter of the Receipt of a sum  sufficient to reimburse it for any tax or
other  governmental  charge  and any stock  transfer  or  registration  fee with
respect  thereto  (including  any such tax or  charge  and fee with  respect  to
Ordinary Shares being deposited or withdrawn) and payment of any applicable fees
as herein provided, may require the production of proof satisfactory to it as to
the identity and genuineness of any signature and my also require compliance wih
such  regulations,  if any, as the Depositary may esablish  consistent  with the
provisions of this Deposit Agreement.

The delivery of Receipts  against  deposits of Ordinary Shares  generally may be
suspended,  or the  delivery  of  Receipts  against  the  deposit of  particular
Ordinary Shares may be withheld,  or the registration of transfer of Receipts in
particular instances may be refused or the registration of transfer or surrender
of outstanding  Receipts generally may be suspended,  during any period when the
transfer  books of the  Depositary  or the Company  are  closed,  or if any such
action is deemed  necessary or advisable by the Depositary or the Company at any
time or from time to time because of any requirement of law or of any government
or  governmental  body or  commission,  or under any  provision  of this Deposit
Agreement subject to the provisions of 7.07. Notwithstanding any other provision
of this Deposit Agreement or the Receipts, the surrender of outstanding Receipts
and withdrawal of Deposited  Securities may not be suspended subject only to (i)
temporary  delays caused by closing the transfer  books of the Depositary or the
Company or the deposit of Shares in  connection  with voting at a  shareholders'
meeting,  or the  payment of  dividends,  (ii) the  payment  of fees,  taxes and
similar  charges,   and  (iii)  compliance  with  any  US  or  foreign  laws  or
governmental  regulations  relating to the  Receipts or to the  wihdrawal of the
Deposited Securities.  Without limitation of the foregoing, the Depositary shall
not  knowingly  accept for deposit  under this  Deposit  Agreement  any Ordinary
Shares  which  if  sold  by the  holder  thereof  in the  United  States  or its
territories,  would be subject to the registration  provisions of the Securities
Act of 1933,  unless a  registration  statement is in effect as to such Ordinary
Shares.

SECTION 2.08.     Lost Receipts etc.
                  -----------------

In case  any  Receipt  shall  be  mutilalted,  destroyed,  lost or  stolen,  the
Depositary  shall  execute and deliver a new Receipt of like tenor,  in exchange
and substitution for such mutilated  Receipt upon  cancellation  thereof,  or in
lieu of and in substitution  for such destroyed or lost or stolen Receipt,  upon
the Holder  thereof  filing with  Depositary (a) a request for such exchange and
delivery  before the Depositary has notice that the Receipt has been acquired by
a bona fide  purchaser and {b) a sufficient  indemnity  bond and  satisfying any
other reasonable requirements imposed by the Depositary.

SECTION 2.09.     Cancellation and Destruction of Surrendered Receipts.
                  ----------------------------------------------------

All Receipts surrendered to the Depositary shall be cancelled by the Depositary.
The Depositary is authorized to destroy Receipts so cancelled.

SECTION 2.10.     Pre-Release of Receipts

Notwithstanding  Section 2.03  hereof,  the  Depositary  may execute and deliver
Receipts   prior  to  the   receipt  of  Shares   pursuant   to   Section   2.02
("Pre-Release").  The Depositary may,  pursuant to Section 2.05,  deliver Shares
upon the receipt and  cancellation  of  Receipts  which have been  Pre-Released,
whether or not such cancellation is prior to the termination of such Pre-Release
or the Depositary knows that such Receipt has been Pre-Released.  The Depositary
may receive  Receipts in lieu of Shares in satisfaction  of a Pre-Release.  Each
Pre-Release will be (a) preceded or accompanied by a written representation from
the  person  to whom  Receipts  are to be  delivered  that such  person,  or its
customer, owns the Shares or Receipts to be remitted, as the case may be, (b) at
all  times  fully  collateralized  with  cash or such  other  collateral  as the
Depositary deems appropriate,  (c) terminable by the Depositary on not more than
five (5) business days notice,  and (d) subject to such further  indemnities and
credit regulations as the Depositary deems  appropriate.  The number of American
Depositary  Shares which are outstanding at any time as a result of Pre-Releases
will not normally exceed thirty percent (30%) of the Shares deposited hereunder;
provided, however, that the Depositary reserves the right to change or disregard
such limit from time to time as it deems appropriate.

The Depositary may retain for its own account any compensation received by it in
connection with the foregoing.



ARTICLE 3. CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS

SECTION 3.01.     Filing Proofs, Certificates and Other Information.
                  -------------------------------------------------

Any person presenting Ordinary Shares for deposit or any Holder of a Receipt may
be required  fron time to time to file such proof of  citizenship  or residence,
exchange control  approval or such  information  relating to the registration on
the books of the Company of the Ordinary  Shares  presented for deposit or other
information,  to execute such certificates and to make such  representations and
warranties,  as the Depositary may deem necessary or proper.  The Depositary may
withhold  the  delivery  or  registration  of  transfer  of any  Receipt  or the
distribution  or sale of any dividend or other  distribution or rights or of the
proceeds thereof or the delivery of any Deposited Securities until such proof or
other information is filed or such certificates are executed.

SECTION 3.02.     Liability of Holder for Taxes.
                  -----------------------------

If any tax or other governmental charge shall become payable with respect to any
Deposited Securities  represented by any Receipt, such tax or other governmental
charge  shall be payable by the Holder of such  Receipt to the  Depositary.  The
Depositary  may refuse to effect any transfer of such Receipt or any  withdrawal
of Deposited Securities  represented thereby until such payment is made, and may
withhold any  dividends or other  distributions,  or may sell for the account of
the Holder  thereof any part or all of the Deposited  Securities  represented by
such  Receipt,  and may  apply  such  dividends  or other  distributions  or the
proceeds of any such sale in payment of such tax or other  governmental  charge,
the Holder of such Receipt remaining liable for any deficiency.

SECTION 3.03.     Warranties on Deposit of Ordinary Shares.
                  ----------------------------------------

Every person  depositing  Ordinary Shares under this Deposit  Agreement shall be
deemed  thereby to  represent  and warrant  that such  Ordinary  Shares and each
certificate therefor are validly issued, fully paid and nonassessable,  and that
the person making such deposit is duly authorized so to do. Such representations
and  warranties  shall  survive the deposit of Ordinary  Shares and  issuance of
Receipts.


ARTICLE 4. THE DEPOSITED SECURITIES

SECTION 4.01.     Cash Distributions.
                  ------------------

Whenever  the  Depositary   shall  receive  any  cash  dividend  or  other  cash
distribution by the Company on any Deposited  Securities,  the Depositary shall,
subject to the provisions of Section 4.05. convert such dividend or distribution
into  dollars and shall  distribute  the amount thus  received to the Holders of
Receipts  entitled thereto,  in proportion to the number of American  Depositary
Shares  representing  such  Deposited  Securities  held  by  them  respectively;
provided, however, that in the event that the Company or the Depositary shall be
required  to withhold  and does  withhold  from any cash  dividend or other cash
distribution  in respect  of any  Deposited  Securities  an amount on account of
taxes, the amount distributed to the Holder of Receipts for American  Depositary
Shares representing such Deposited Securities shall be reduced accordingly.  The
Depositary  shall  distribute only such amount,  however,  as can be distributed
without  attributing  to any Holder of Receipts a fraction of one cent,  and any
balance not so discributable  shall be held by the Depositary (without liability
for  interest  thereon)  and shall be added to and  become  part of the next sum
recejved  by the  Depositary  for  distribution  to  Holders  of  Receipts  then
outstanding.

SECTION 4.02.     Distributions Other Than Cash or Ordinary Shares.
                  ------------------------------------------------

Whenever  the  Depositary  shall  receive  any  distribution  other than cash or
Ordinary Shares upon any Deposited  Securities,  the Depositary  shall cause the
securities  or  property  received  by it to be  distributed  to the  Holders of
Receipts  entitled thereto,  in proportion to the number of American  Depositary
Shares representing such Deposited Securities held by them respectively,  in any
manner that the Depositary may deem equitable and practicable for  accomplishing
such distribution;  provided,  however, that if in the opinion of the Depositary
such distribution cannot be made  proportionately  among the Holders of Receipts
entitled thereto, or if for any other reason (including any requirement that the
Company or the Depositary withhold an amount on account of taxes) the Depositary
deems such distribution not to be feasible, the Depositary may adopt such method
as it may deem  equitable  and  practicable  for the purpose of  effecting  such
distribution,  including the sale (at public or private sale) of the  securities
or property thus received, or any part thereof, and the net proceeds of any such
sale shall be distributed by the Depositary to the Holders of Receipts  entitled
thereto as in the case of a distribution received in cash.

SECTION 4.03.     Distributions in Ordinary Shares.
                  --------------------------------

If any distribution upon any Deposited  Securities consists of a dividend in, or
free  distribution  of, Ordinary  Shares,  the Depositary may with the Company's
approval,  and shall if the Company shall so request,  distribute to the Holders
of  outstanding  Receipts  entitled  thereto,  in  proportion  to the  number of
American Depositary Shares  representing such Deposited  Securities held by them
respectively, additional Receipts for an aggregate number of American Depositary
Shares  representing  the number of Ordinary Shares received as such dividend or
free  distribution.  In lieu of  delivering  Receipts  for  fractional  American
Depositary  Shares  in any such  case,  the  Depositary  may sell the  number of
Ordinary  Shares  represented  by the aggregate of such fractions and distribute
the net proceeds,  all in the manner and subject to the conditions  described in
section 4.02. If additional  Receipts are not so distributed (except as pursuant
to the preceding sentence), each American Share shall thenceforth also represent
the  additional  Ordinary  Shares  distributed  upon  the  Deposited  Securities
represented thereby.

SECTION 4.04.     Rights.
                  ------

In the event that the Company  shall offer or cause to be offered to the holders
of any  Deposited  Securities  any rights to subscribe for  additional  Ordinary
Shares or any rights of any other nature,  the Depositary  shall have discretion
as to the  procedure  to be  followed in making  such  rights  available  to the
Holders of Receipts or in disposing of such rights on behalf of such Holders and
making the net proceeds available in dollars to such Holders; provided, however,
that the Depositary will, if requested by the Company, take action as follows:

(i) if at the time of the offering of any rights the Depositary  determines that
it is lawful and  feasible to make such rights  available to Holders of Receipts
by means of warrants or otherwise,  the Depositary shall distribute  warrants or
other  instruments  therefor  in such form as it may  determine  to the  Holders
entitled  thereto,  in  proportion to the number of American  Depositary  Shares
representing  such Deposited  Securities,  or employ such other method as it may
deem feasible in order to facilitate the exercise, sale or transfer of rights by
such Holders; or

(ii) if at the time of the offering of any rights the Depositary determines that
it is not lawful or not  feasible  to make such rights  available  to Holders of
Receipts by means of warrants or otherwise, or if the rights represented by such
warrants or such other  instruments  are not exercised and appear to be about to
lapse, the Depositary in its discretion may sell such rights or such warrants or
such other  instruments  at public or private  sale, at such place or p1aces and
upon such terms as it may deem  proper,  and may  allocate  the proceeds of such
sales for account of the Holders of Receipts  otherwise entitled to such rights,
warrants  or other  instruments,  upon an averaged  or other  practicable  basis
without  regard to any  distinctions  among such  holders  because  of  exchange
restrictions, or the date of delivery of any Receipt or Receipts, or otherwise.

If registration  under the Securities Act of 1933 of the securities to which any
rights  relate is  required  in order for the  Company to offer  such  rights to
Holders of Receipts and sell the  Securities  represented  by such  rights,  the
Depositary  will not offer such  rights to the  Holders of  Receipts  unless and
until such a registration statement is in effect or unless the offering and sale
of such securities to the Holders of such Receipts are exempt from  registration
under the provisions of such Act.

SECTION 4.05.     Conversion of Foreign Currency.
                  ------------------------------

Whenever the Depositary shall receive foreign  currency,  by way of dividends or
other distributions or the net proceeds from the sale of securities, property or
rights,  and if at the time of the  receipt  thereof  the  foreign  currency  so
received  can in the  judgment of the  Depositary  be  converted on a reasonable
basis into dollars and the resulting  dollars  transferred to the United States,
the Depositary  shall convert or cause to be converted,  by sale or in any other
manner  that it may  determine,  such  foreign  currency  into  dollars and such
dollars shall be distributed to the Holders of Receipts  entitled thereto or, if
the Depositary  shall have distributed any warrants or other  instruments  which
entitle  the  holders  thereof  to such  dollars,  then to the  holders  of such
warrants  and/or  instruments  upon  surrender  thereof for  cancellation.  Such
distribution  may be made upon an averaged or other  practicable  basis  without
regard to any distinctions among Holders on account of exchange  restrictions or
otherwise.

If such  conversion  or  distribution  can be effected only with the approval or
license of any  government or agency  thereof,  the  Depositary  shall file such
application for approval or license, if any, as it may deem desirable.

If at any time the Depositary  shall  determine that in its judgment any foreign
currency  received by the Depositary is not  convertible  on a reasonable  basis
into dollars  transferable to the United States or if any approval or license of
any government or agency thereof which is required for such conversion is denied
or in the opinion of the Depositary is not  obtainable,  or if any such approval
or license is not  obtained  within a  reasonable  period as  determined  by the
Depositary,   the  Depositary  may  distribute  the  foreign   currency  (or  an
appropriate  document  evidencing  the right to receive such  foreign  currency)
received  by the  Depositary  to, or in its  discretion  may hold  such  foreign
currency  proceeds  for the  respective  accounts  of, the  Holders of  Receipts
entitled to receive the same.

If any such  conversion  of  foreign  currency,  in whole or in part,  cannot be
effected for  distribution  to some Holders of Receipts  entitled  thereto,  the
Depositary  may in its  discretion  make such  conversion  and  distribution  in
dollars to the extent  permissible to the Holders of Receipts  entitled  thereto
and  may  distribute  the  balance  of  the  foreign  currency  received  by the
Depositary  to, or hold such balance for the account of, the Holders of Receipts
entitled thereto.

SECTION 4.06.     Fixing of Record Date.
                  ---------------------

Whenever any cash dividend or other cash  distribution  shall become  payable or
any  distribution  other than cash shall be made,  or whenever  rights  shall be
issued,  with respect to the Deposited  Securities,  or whenever the  Depositary
shall  receive  notice of any  meeting of holders  of  Ordinary  Shares or other
Deposited   Securities,   the  Depositary  shall  fix  a  record  date  for  the
determination  of the Holders of Receipts  who shall be entitled to receive such
dividend, distribution or rights, or the net proceeds of the sale thereof, or to
give instructions for the exercise of voting rights at any such meeting. Subject
to the  provisions  of sections  4.01 through  4.05,  and to the other terms and
conditions  of this Deposit  Agreement,  the Holders of Receipcts on such record
date shall be  entitled to receive the amount  distributable  by the  Depositary
with respect to such  dividend or other  distribution  or such rights or the net
proceeds of sale  thereof in  proportion  to the number of  American  Depositary
Shares held by them respectively.

SECTION 4.07.     Votinq of Deposited Securities

Upon  receipt of notice of any  meeting of holders of  Ordinary  Shares or other
Deposited Securities,  the Depositary shall, as soon as practicable  thereafter,
mail to the  Holders  of  Receipts  a  notice  which  shall  contairn  (a)  such
information as is contained in such notice of meeting,  and (b) a statement that
the Holders of Receipts at the close of business on a specified record date will
be entitled,  subject to any applicable  provisions of law and of the Memorandum
and Articles of Association of the Company, to instruct the Depositary as to the
exercise  of the voting  rights,  if any,  pertaining  to the number of Ordinary
Shares or othe Deposited  Securities  represented by their  respective  American
Depositary  Shares,  and a  brief  statement  as to the  manner  in  which  such
instructions may be given, including an express indication that instructions may
be given to the Depositary to give a discretionary  proxy to a designated member
or members of the Board of Directors of the Company. Upon the written request of
a Holder  of a Receipt  on such  record  date,  received  on or before  the date
established by the Depositary for such purpose, the Depositary shall endeavor in
so far as practicable to vote or cause to be voted the number of Ordinary Shares
or other Deposited Securities represented by such Receipt in accordance with the
instructions  set forth in such request.  The Depositary  agrees not to vote the
number of Ordinary Shares or other Deposited Securities represented by a Receipt
unless it receives instructions from the record holder of such Receipt.

SECTION 4.08.     Chanqes Affecting Deposited Securities.
                   -------------------------------------

Upon  any  change  in  par   value,   split-up,   consolidation   or  any  other
reclassification  of  Deposited   Securities,   or  upon  any  recapitalisation,
reorganization,  merger or consolidation or sale of assets affecting the Company
or to  which it is a party,  any  securities  which  shall  be  received  by the
Depositary or the Custodian in exchange for or in conversion of or in respect of
Deposited  Securities  shall be treated as new Deposited  Securities  under this
Deposit Agreement,  and American  Depositary Shares shall thenceforth  represent
the new  Deposited  Securities  so received in  exchange or  conversion,  unless
additional  Receipts are delivered  pursuant to the following  sentence.  In any
such  case the  Depositary  may with the  Company's  approval,  and shall if the
Company shall so request, execute and deliver additional Receipts as in the case
of a stock  dividend,  or call for the surrender of  outstanding  Receipts to be
exchanged  for  new  Receipts   specifically   describing   such  new  Deposited
Securities.

SECTION 4.09.     Reports.
                  -------

The  Depositary  shall make  availilble for inspection by Holders of Receipts at
its  Corporate  Trust Office any reports and  communications  received  from the
Company  which are both (a)  received  by the  Depositary  as the  holder of the
Deposited  Securities and (b) made  generally  availalble to the holders of such
Deposited  Securities  by the  Company,  and shall also  furnish the same to any
other securities commission or stock exchange as required.  The Depositary shall
also send to Holders of Receipts and to such  securities  commissions  and stock
exchanges  copies of such  reports  when  furnished  by the Company  pursuant to
section 5.06.

The  Depositary  shall furnish to the Commission  semi-annually  beginning on or
before six months after the effective  date of the  Registration  Statemet filed
with the Commission on or about April 15, 1983, the following in tabular form:

(1) The number of American Deposltary Shares evidenced by Receipts issued during
the period  covered by the  report;  the number of  American  Depositary  Shares
evidenced by Receipts retired during the period covered by the report; the total
amount of American Depositary Shares evidenced by Receipts remaining outstanding
at the end of the six month period;  and the total number of holders of Receipts
at the end of the six month period.

(2) The name of each dealer known to the Depositary  depositing  Ordinary Shares
against issuance of Receipts during the period covered by the report.

The  Company  shall  furnish the  Depositary  with the names of each such dealer
known to the Company and the Depositary shall include in its report the names of
such dealer or dealers which are supplied by the Company.

SECTION 4.10.     Lists of Receipt Holders.
                  ------------------------

Promptly upon request by the Company, the Depositary shall furnish to it a list,
as of a recent date, of the names, addresses and holdings of American Depositary
Shares by all persons in whose names  Receipts  sre  registered  on the transfer
books of the Depositary.

SECTION 4.11.     Withholding.
                  -----------

Notwithstanding any other provision of this Deposit Agreement, in the event that
the Depositary  determines that any distribution in property (including Ordinary
Shares  or  rights  to  subscribe  therefor)  is  subject  to any tax  which the
Depositary is obligated to withhold,  tbe Depositary may dispose of a portion of
such property  (including  Ordinary Shares and rights to subscribe  therefor) by
public or priyate sale,  and shall  distribute the net proceeds of any such sale
after deduction of such taxes to the Holders of Receipts entitled thereto.


ARTICLE 5 .THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY

SECTION 5. 01.    Maintenance of Office and Transfer Books by the Depositary.
                  -----------------------------------------------------------

Until  termination of this Deposit  Agreement in accordance with its terms,  the
Depositary  shall  maintain in the Borough of  Manhattan,  The City of New York,
facilities  for  the  execution  and  delivery,  registration,  registration  of
transfers and surrender of Receipts in  accordance  with the  provisions of this
Deposit Agreement.

The Depositary  shall keep books at such transfer office for the registration of
Receipts and transfers of Receipts which at all  reasonable  times shall be open
for inspection by the Holders of Receipts,  provided that such inspection  shall
not be for the purpose of communicating with Holders of ReceiptS in the interest
of a business  or object  other  than the  business  of the  Company or a matter
related to this Deposit Agreement or the Receipts.

The  Depositary  may close the transfer  books for the Receipts,  at any time or
from  time  to  time,  when  deemed  expedient  by it  in  connection  with  the
performance of its duties hereunder.

If any Receipts or the American Depositary Shares represented thereby are listed
on one or more stock  exchanges,  the Depositary shall act as Registrar or, with
the approval of the Company,  appoint a Registrar or one or more  co-registrars,
for  registry  of such  Receipts in  accordance  with any  requirements  of such
exchanges.  Such  Registrar  or  co-registrars  may be removed and a  substitute
appointed  by the  Depositary  upon  the  request  or with the  approval  of the
Company.

SECTION 5.02.     Prevention or Delay in Performance by the Depositary or the
                  Company.

Neither the  Depositary  nor the Company shall incur any liability to any Holder
of any  Receipt,  if by reason of any  provision of any present or future law of
the United States or the United  Kingdom or any other  country,  or of any other
governmental authority, or by reason of any provision, present or future, of the
Memorandum and Articles of  Association of the Company,  or by reason of any act
of God or war or other  circumstance  beyond its control,  the Depositary or the
Company  shall be  prevented or forbidden  from doing or  performing  any act or
thing which by the terms of this Deposit  Agreement it is provided shall be done
or performed; nor shall the Depositary or the Company incur any liability to any
Holder  of a  Receipt  by reason  of any  non-performance  or  delay,  caused as
aforesaid, in performance of any act or thing which by the terms of this Deposit
Agreement it is provided shall or may be done or performed,  or by reason of any
exercise of, or failure to exercise, any discretion provided for in this Deposit
Agreement.

SECTION 5.03.     Obligations of the Depositary, the Custodian and the Company.
                  ------------------------------------------------------------

The Company assumes no obligation nor shall it be subject to any liability under
this Deposit Agreement to Holders of Receipts,  except that it agrees to use its
best judgment and good faith in the  performance of its obligations set forth in
this Deposit Agreement.

The  Depositary  assumes no obligation  nor shall it be subject to any liability
under  this  Deposit  Agreement  to  Holders  of  Receipts  (including,  without
limitation,  liability  with respect to the  validity or worth of the  Deposited
Securities),  other than that it agrees to use its best  judgment and good faith
in the performance of such duties as are  specifically set forth in this Deposit
Agreement.

Neither the  Depositary  nor the Company shall be under any obligation to appear
in,  prosecute or defend any action,  suit or other proceeding in respect of any
Deposited  Securities or in respect of the  Receipcts,  which in its opinion may
involve it in expense or liability,  unless indemnity satisfactory to it against
all expense and  liability be  furnished  as often as may be  required,  and the
Custodian  shall not be under any  obligation  whatsoever  with  respect to such
proceedings, the responsibility of the Custodian being solely to the Depositary.

Neither  the  Depositary  nor the  Company  shall be  liable  for any  action or
non-action  by it in  reliance  upon the  advice of or  information  from  legal
counsel,  accountants,  any person presenting  Ordinary Shares for deposit,  any
Holder of a  Receipt,  or any other  person  believed  by it in good faith to be
competent to give such advice or information.

The  Depositary  shall  not be  responsible  for any  failure  to carry  out any
instructions to vote any of the Deposited Securities, or for the manner in which
any such vote is cast or the  effect of any such  vote,  provided  that any such
action or non-action is in good faith.

The  Depositary  may own and deal in any class of  securities of the Company and
its affiliates and in Receipts.

No disclaimer of liability  under the  Securities Act of 1933 is intended by any
provision of this Deposit Agreement.

S8CTION 5.04.     Resiqnation and Removal of the Depositary, Appointment of
                  Successor Depositary.
                  ----------------------------------------------------------

The Depositary may at any time resign as Depositary  hereunder by written notice
of its  election so to do delivered to the  Company,  such  resignation  to take
effect upon the appointment of a successor depositary and its acceptance of such
appointment as hereinafter provided.

The  Depositary  may at any time be removed by the Company by written  notice of
such removal  effective upon Lhe  appointment of a successor  depositary and its
acceptance of such appointment of as hereinafter provided.

In case at any time the Depositary  acting hereunder shall resign or be removed,
the Company shall use its best efforts to appoint a successor depositary,  which
shall be a bank or trust  company  having an office in the Borough of Manhattan,
The City of New York.  Every successor  depositary  shall execute and deliver to
its  predecessor  and to the  Company an  instrument  in writing  accepting  its
appointment  hereunder,  and thereupon  such successor  depositary,  without any
further act or deed,  shall  become  fully  vested with all the rights,  powers,
duties and obligations of its predecessor;  but such predecessor,  nevertheless,
upon payment of all sums due it and on the written  request of the Company shall
execute and deliver an instrument  transferring to such successor all rights and
powers of such predecessor  hereunder,  shall duly assign,  transfer and deliver
all right, title and interest in the Deposited Securities to such successor, and
shall  deliver  to such  successor  a list  of the  Holders  of all  outstanding
Receipts.  Any such  successor  depositary  shall  promptly  mail  notice of its
appointment to the Holders of Receipts.

Any corporation  into or with which the Depositary may be merged or consolidated
shall be the successor of the Depositary  without the execution or filing of any
document or any further act.

SECTION 5.05.     The Custodian.
                  -------------

The Depositary has appointed its principal  London office as Custodian and agent
of the Depositary for the purposes of this Deposit  Agreement.  The Custodian in
acting  hereunder  shall be  subject  at all  times and in all  respects  to the
directions  of the  Depositary  and  shall  be  responsible  solely  to it.  The
Custodian  may resign and be discharged  from its duties  hereunder by notice of
such resignation  delivered to the Depositary at least 30 days prior to the date
on which such resignation is to become effective. The Depositary shall, promptly
after  receiving  such  notice,  appoint a  substitute  Custodian,  which  shall
thereafter be the Custodian hereunder. Whenever the Depositary in its discretion
determines  that it is in the best interest of the Holders of Receipts to do so,
it may appoint a subsitute  custodian,  which shall  thereafter be the Custodian
hereunder and upon demand of the Depositary the previous Custodian shall deliver
the Deposited  Securities  held by it to such  substitute  custodian.  Each such
substitute  Custodian  shall  deliver  to  the  Depositary  forthwith  upon  its
appointment an acceptance of such appointment satisfactory in form and substance
to the Depositary.  Immediately upon any such change,  the Depositary shall give
notice thereof in writing to all Holders of Receipts.

Upon the appointment of any succssor  depositary  bereunder,  the Custodian then
acting hereunder shall forthwith become, without any further act or writing, the
agent  hereunder  of  such  successor  depositary  and the  appointment  of such
successor  depositary  shall in no way impair  the  authority  of the  Custodian
hereunder but the successor depositary so appointed shall, nevertheless,  on the
written request of the Custodian,  execute and deliver to the Custodian all such
instruments  as may be proper to give to the Custodian  full and complete  power
and authortcy as agent hereunder of such successor depositary.

SECTION 5.06.     Notices and Reports.
                  -------------------

On or before the first date of giving by the Company of notice,  by  publication
or otherwise,  of any meeting of holders of Ordinary  Shares or other  Deposited
Securities, or of any adjourned meeting of such holders, or of the taking of any
action in  respect of any cash or other  distributions  or the  offering  of any
rights,  the Company  agrees to  transmit to the  Custodian a copy of the notice
thereof in the form given or to be given to holders of Ordinary  Shares or other
Deposited Securities.

The  Depositary  will,  at  the  Company's  expense,   arrange  for  the  prompt
transmittal  by the  Custodlan to the  Depositary  of such notices and any other
reports and communications  which are made generally available by the Company to
holders of its Ordinary Shares, and arrange for the mailing of copies thereof to
all Holders of Receipts.

SECTION 5.07.     Issuance of Additional Ordinary Shares, etc.
                  -------------------------------------------

The Company agrees that in the event of any issuance of (1) additional  Ordinary
Shares, (2) rights to subscribe for Ordinary Shares, (3) securities  convertible
into  Ordinary  Shares,  or (4) rights to  subscribe  for such  securities,  the
Company will promptly  furnish to the Depositary a written  opinion from counsel
for the Company in the United States which counsel shall be  satisfactory to the
Depositary,  stating whether or not the  circumstances of such issue are such as
to make it necessary for a  Registration  Statement  under the Securities Act of
1933 to be in etfect in the United  States prior to the delivery of the Receipts
to be issued in connection  with such securities or the issuance of such rights.
If in the opinion of such  counsel for the Company a  Registration  Statement is
required,  such counsel shall furnish to the Depositary a written  opinion as to
whether or not there is a  Registration  Statement in effect,  or whether or not
such filings have been made,  or such  receipts,  orders,  approvals or consents
have been  obtained,  as the case may be,  which  will cover  such  issuance  of
securities or rights.

The Company agrees with the  Depositary  that neither the Cmpany nor any company
controlled by the Company will at any time deposit any Ordinary  Shares,  either
upon original  issuance or upon a sale of Ordinary Shares  previously issued and
reacquired  by the  Company  or by any  company  under  its  control,  unless  a
Registration  Statement  is in  effect  as to such  Ordinary  Shares  under  the
Securities  Act of 1933 or such  Ordinary  Shares are exempt  from  registratLon
under the provisions of such Act.

SECTION 5.08.     Indemnification.
                  ---------------

The Company agrees to indemnify the Depositary, its directors, employees, agents
and affiliates and any Custodian  against,  and hold each of them harmless from,
any liability or expense  (including,  but not limited to, the fees and expenses
of counsel) which may arise out of acts performed or omitted, in accordance with
the provisions of this Deposit Agreement and of the Receipts, as the same may be
amended,  modified  or  supplemented  from  time  to  time,  (i) by  either  the
Depositary or a Custodian or their respective directors,  employees,  agents and
affiliates, except for any liability or expense arising out of the negligence or
bad faith of either of them,  or (ii) by the  Company  or any of its  directors,
employees, agents and affiliates.

The  indemnities  contained in the preceding  paragraph  shall not extend to any
liability or expense  which arises solely and  exclusively  out of a Pre-Release
(as defined in Section 2.10 of this Deposit  Agreement} of a Receipt or Receipts
in  accordance  with Section 2.10 of this Deposit  Agreement and which would not
otherwise  have arisen had such  Receipt or  Receipts  not been the subject of a
Pre-Release  pursuant  to  Section  2.10 of this  Deposit  Agreement;  provided,
however, that the indemnities provided in the preceding paragraph shall apply to
any such  liability or expense (i) to the extent that such  liability or expense
would have arisen had a Receipt or Receipts not be the subject of a Pre-Release,
or (ii)  which may arise out of any  misstatement  or  alleged  misstatement  or
omission or a11eged  omission in any  registration  statement,  proxy statement,
prospectus (or placement memorandum),  or preliminary prospectus (or preliminary
placement  memorandum)  relating  to the  offer or sale of  American  Depositary
Shares,  except to the extent any such  liability  or expense  arises out of (i)
information  relating  to  the  Depositary  or any  Custodian  (other  than  the
Company),  as  applicable,  furnished in writing and not  materially  changed or
altered by the Company expressly for use in any of the foregoing documents,  or,
(ii) if such  information  is  provided,  the  failure to state a material  fact
necessary to make the information provided not misleading.

The Depositary agrees to indemnify the Company its directors,  employees, agents
and  affiliates  and hold them  harmless from any liability or expense which may
arise out of acts  performed or omitted by the  Depositary  or its  Custodian or
their  respective  directors,  employees,  agents  and  affiliates  due to their
negligence or bad faith.

SECTION 5.09.     Charqes of Depositary.
                  ---------------------

The Company agrees to pay all charges and expenses of the Depositary as shown in
Exhibit B hereto,  and those of any Registrar and  co-transfer  agent under this
Deposit  Agreement  other than (1) the fees of the  Depositary for the execution
and delivery of Receipts  pursuant to Section 2.03 and the surrender of Receipts
pursuant to Section 2.05,  (2) taxes and other  governmental  charges,  (3) such
registration  fees as may from time to time be in effect for the registration of
transfers of Ordinary  Shares  generally on the Ordinary  Share  register of the
Company and  accordingly  applicable to transfers of Ordinary Shares to the name
of the  Depositary  or its nominee or the Custodian or its nominee on the making
of deposits  hereunder,  (4) such cable,  telex and facsimile  transmission  and
delivery  expenses as are expressly  provided in this Deposit Agreement to be at
the expense of persons  depositing  Ordinary Shares or Holders of Receipts,  and
(5) such expenses as are incurred by the Depositary in the conversion of foreign
currency  pursuant  to Section  4.05.  Any other  charges  and  expenses  of the
Depositary  hereunder  will  be  paid  by the  Company  after  consultation  and
agreement  between the Depositary and the Company as to the amount and nature of
such charges and expenses. Such charges may at any time and from time to time be
changed by  agreement  between the Company and the  Depositary.  The  Depositary
shall  present its  statement  for such charges and expenses to the Company once
every three  months.  The charges and expenses of the Custodian are for the sole
account of the Depositary.


ARTICLE 6. AMENDMENT AND TERMINATION

SECTION 6.01.     Amendment.
                  ----------

The form of the Receipts and any provisions of this Deposit Agreement may at any
time and from time to time be amended by  agreement  between the Company and the
Depositary  in any  respect  which they may deem  necessary  or  desirable.  Any
amendment  which shall impose or increase any fees or charges  (other chan taxes
and other  governmental  charges,  registration  fees, cable, telex or facsimile
transmission  costs,  delivery  costs or other such  expenses),  or which  shall
otherwise  prejudice  any  substantial  existing  right of Holders of  Receipts,
shall,  however,  not become  effective  as to  outstanding  Receipts  until the
expiration of three months after notice of such amendment  shall have been given
to the Holders of  outstanding  Receipts.  Every Holder of a Receipt at the time
any such amendment so becomes  effeccive shall be deemed,  by continuing to hold
such  Receipt,  to consent  and agree to such  amendment  and to be bound by the
Deposit Agreement as amended thereby. In no event shall any amendment impair the
right of the  Holder of any  Receipt  to  surrender  such  Receipt  and  receive
therefor the Deposited Securities represented thereby.

SECTION 6.02.     Termination.
                  -----------

The Depositary shall at any time at the direction of the Company  terminate this
Deposit  Agreement by mailing  notice of such  termination to the Holders of all
Receipts  then  outstanding  at  least 30 days  prior to the date  fixed in such
notice for such termination.  The Depositary may likewise terminate this Deposit
Agreement if at any time 60 days shall have expired after the  Depositary  shall
have  delivered to the Company a written  notice of its election to resign and a
successor  depositary shall not have been appointed and accepted its appointment
as provided in Section 5.04. If any Receipts shall remain  outstanding after the
date  of  termination,   the  Depositary   thereafter   shall   discontinue  the
registration  of  transfers  of  Receipts,  shall  suspend the  distribution  of
dividends  to the Holders  thereof,  and shall not give any  further  notices or
perform  any  further  acts  under  this  Deposit  Agreement,  except  that  the
Depositary  shall  continue  to  collect   dividends  and  other   distributions
pertaining  to  Deposited  Securities,  shall sell  rights as  provided  in this
Deposit Agreement, and shall continue to deliver Deposited Securities,  together
with any dividends or other distributions  received wich respect thereto and the
net  proceeds  of the sale of any rights or othher  property,  in  exchange  for
Receipt  surrendered to the Depositary.  At any time after the expiration of six
months  from the date of  termination,  the  Depositary  may sell the  Deposited
Securities  then held hereunder and may thereafter  hold the net proceeds of any
such  sale,  together  with any other  cash then held by it  hereunder,  without
liability  for  interest,  for the pro rata  benefit of the  Holders of Receipts
which have not  theretofore  been  surrendered.  After  making  such  sale,  The
Depositary  shall  be  discharged  from  all  obligations   under  this  Deposit
Agreement,  except to account for such net  proceeds  and other  cash.  Upon the
termination of this Deposit Agreement,  the Company shall he discharged from all
obligations  under this  Deposit  Agreement  except for its  obligations  to the
Depositary under Sections 5.08 and 5.09 hereof.


ARTICLE 7. MISCELLANEOUS

SECTION  7.01.  This  Deposit  Agreement  may  be  executed  in  any  number  of
counterparts,  each  of  which  shall  be  deemed  an  original  and all of such
counterparts  shall  constitute  one and the  same  instrument.  Copies  of this
Deposit  Agreement  shall be filed with the  Depositary and the Custodian at any
designated  transfer  office and shall be open to  inspection at such offices by
any Holder of a Receipt during business hours.

SECTION 7.02. This Deposit Agreenent is for the exclusive benefit of the parties
hereto and shall not be deemed to give any legal or equitable  right,  reme1y or
claim whatsoever to any other person.

SECTION 7 03. In case anyone or more of the provisions contained in this Deposit
Agreement  or  in  the  Receipts  should  be  or  become  invalid,   illegal  or
unenforceable in any respect,  the validity,  legality and enforceability of the
remaining  provisions  contained herein or therein shall in no wise be affected,
prejudiced or disturbed thereby.

SECTION 7.04. The Holders of Receipts from time to time shall be parties to this
Deposit  Agreement and shall be bound by all of the terms and conditions  hereof
and of the Receipts by acceptance thereof.

SECTION 7.05.  Any and all notices to be given to the Company shall be deemed to
have been duly given if personally  delivered or sent by mail or by cable, telex
or  facsimile  transmission,   confirmed  by  letter,  addressed  to  Huntingdon
International Holdings plc, Huntingdon,  Cambridgeshire, PE 18 6 ES, England, or
any other place to which the Company may have transferred its principal office.

Any and all notices to be given to the  Depositary  shall be deemed to have been
duly  given  if  personally  delivered  or sent by mail or by  cable,  telex  or
facsimile transmission,  confirmed by letter, addressed to The Bank of New York,
101 Barclay  Street,  New York, New York 10286  Attention:  American  Depositary
Receipt  Administration,  or any other  place to which the  Depositary  may have
transferred its Corporate Trust Office.

Any and all  notices to be given to any  Holder of a Receipt  shall be deemed to
have been duly given if personally  delivered or sent by mail or by cable, telex
or facsimile transmission,  confirmed by letter, addressed to such Holder at the
address of such Holder as it appears on the  transfer  books of the  Depositary,
or, if such Holder shall have filed with the  Depositary a written  request that
notices intended for such Holder be mailed to some other address, at the address
designated in such request.

Delivery of a notice sent by mail or by cable,  telex or facsimile  transmission
shall  be  deemed  to be  effected  at the  time  when a duly  addressed  letter
containing  the same (or a confirmation  thereof in the case of cable,  telex or
facsimile  transmission) is deposited,  Postage prepaid, in a post-office letter
box. The Depositary or the Company may,  however,  act upon any cable,  telex or
facsimile  transrnission  received  by it from the other or from any Holder of a
Receipt,  notwithstanding  that  such  cable,  telex or  facsimile  transmission
message shall not subsequently be confirmed by letter as aforesaid.

SECTION 7.06.  This Deposit  Agreement and the Receipts shall be interpreted and
all rights  herrunder and thereunder and provisions  hereof and thereof shall be
governed by the laws of the State of New York.

SECTION  7.07.  Notwithstanding  anything  in  this  Deposit  Agreement  to  the
contrary,  the Company and the Depositary  each agrees that it will not exercise
a11y rights it has under this  Deposit  Agreement to prevent the  withdrawal  or
delivery  of  Deposited  Securities  in a  manner  which  would  violate  the US
securities laws,  including,  but not limited to, Section I.A.(1) of the General
Instructions  to the Form F-6  Registration  Statement,  as amended from time to
time, under the Securities Act of .1933.


<PAGE>

IN WITNESS WHEREOF,  HUNTINGDON  INTERNATIONAL  HOLDINGS PLC and THE BANK OF NEW
YORK have duly  executed  this  agreement  as of the day and year first above st
forth and all Holders of Receipts shall become parties hereto upon acceptance by
them of Receipts issued in accordance with the terms hereof.





                                            HUNTINGDON INTERNATIONAL

                                            HOLDINGS PLC



                                            By:   ________________________

                                                  Name:

                                                  Title:





                                            THE BANK OF NEW YORK



                                            By:   ________________________

                                                  Name:
<PAGE>


                                    EXHIBIT A

                            [FORM OF FACE OF RECEIPT]


                         AMERICAN DEPOSITARY RECEIPT FOR
                                 AMERICAN SHARES
                                  Representing
                          Deposited Ordinary Shares of
                      BUNTNGDON INTERNATIONAL HOLDINGS plc
                    (Incorporated under the laws of England)

No.

         THE BANK OF NEW YORK,  incorporated  under the laws of the State of New
York, as Depositary (herein called the Depositary), hereby certifies that is the
owner of American Shares, representing deposited Ordinary Shares of 5p each (par
value) (herein called the Ordinary Shares), of Huntingdon International Holdings
plc, an English  company {herein called the Company).  At the date hereof,  each
American Share represents five Ordinary Shares (or evidence of rights to receive
such number of Ordinary  Shares)  deposited  under the Deposit  Agreement at the
principal London office of the Depositary (herein called the Custodian).

         (1) This American  Depositary Receipt is one of an issue (herein called
the  Receipts),  all issued and to be issued upon the terms and  conditions  set
forth in the  Deposit  Agreement  dated as of June 6, 1956  (herein  called  the
Deposit Agreement),  by and between the Company,  the Depositary and all Holders
from time to time of Receipts  issued  thereunder,  each of whom by  accepting a
Receipt  agrees  to  become a party  thereto  and be bound by all the  terms and
provisions  thereof.  The Deposit  Agreement sets forth the rights of Holders of
the  Receipts  and the  rights and  duties of the  Depositary  in respect of the
Ordinary Shares deposited thereunder and any and all other sscurities,  property
and cash from time to time received in respect of such Ordinary  Shares and held
thereunder  (such  Ordinary  Shares,  securities,  property  and cash are herein
called Deposited Securities). Copies of the Deposit Agreement are on file at the
principal  offices of the Depositary and the Custodian.  The statements  made on
the face and the reverse of this Receipt are summaries of certain  provisions of
the  Deposit  Agreement  and  are  qualified  by and  subject  to  the  detailed
provisions of the Deposit Agreement, to which reference is hereby made.

         (2) Upon surrender of this Receipt at the Corporate Trust Office of the
Depositary,  and upon payment of the fee of the Depositary provided in paragraph
(6) of this  Receipt  and  subject to the terms and  conditions  of the  Deposit
Agreement,  the Holder hereof is entitled to delivery, to him or upon his order,
of the Deposited  Securities 4t the time  represented by the American Shares for
which this Receipt is issued.  Delivery of such Deposited Securities may be made
by the delivery of  certificates  in the name of the Holder hereof or as ordered
by him, or by the delivery of  certificates  endorsed or  accompanied  by proper
instruments of transfer.  Such delivery will be made without  unreasonable delay
and, at the option of The Holder  hereof,  either at the office of the Custodian
or at the Corporate Trust Office of the Depositary, provided that the forwarding
of  certificates  for Ordinary  Shares or other  Deposited  Seourities  for such
delivery at the Corporate Trust office of the Depositary in The City of New York
shall be at the risk and expense of the Holder hereof.

         (3) This Receipt is  transferable  on the books of the Depositary  upon
surrender of this Receipt by the Holder hereof,  in person or by duly auchorized
attorney, properly endorsed or accompanied by proper instruments of transfer and
duly stamped as may be required by law; provided,  however,  that the Depositary
may close the  transfer  books,  at any time or from time to time,  when  deemed
expedient  by it in  connection  with the  performance  of its duties  under the
Deposit  Agreement.  This  Receipt  may be split into other  Receipts  or may be
combined with other Receipts into one Receipt,  representing  the same aggregate
number of American Shares as the Receipt or Receipts surrendered. As a condition
precedent to the  execution and delivery,  registration  of transfer,  split-up,
combination  or  surrender  of  any  Receipt  or  withdrawal  of  any  Deposited
Securities,  the  Deposita%y  or the  Custodian  may  require  payment  of a sum
sufficient  to  reimburse  it for any tax or other  governmental  charge and any
stock  transfer  or  registration  fee with  respect  thereto and payment of any
applicable  fees as provided in paragraph (6) of this  Receipt,  may require the
production of proof satisfactory to it as to the identity and genuineness of any
signature and may also require compliance with such regulations,  if any, as the
Depositary  may  establish   consistent  with  the  provisions  of  the  Deposit
Agreement.

         The Depositary may refuse to execute and deliver Receipts, register the
transfer of any Receipt or make any  distribution  of, or related to,  Deposited
Securities until it has received such proof of citizenship,  residence, exchange
control  approval or other  information as it may deem necessary or proper.  The
delivery of Receipts  against  deposits of  Ordinary  Shares,  generally  may be
suspepded,  or the  delivery  of  Receipts  against  the  deposit of  particular
Ordinary Shares may be withheld,  or the registration of transfer of Receipts in
particular  instances  may  be  refused,  or the  registration  of  transfer  or
surrenders of outstanding Receipts generally may be suspended, during any period
when the transfer books of the Depositary or the Company are closed, if any such
action is deemed  necessary or advisable by the Depositary or the Company at any
time or from time to time,  subject to the  provisions  of Article  (19) hereof.
Notwithstanding  any other  provision of the Deposit  Agreement or this Receipt,
the surrender of outstanding Receipts and withdrawal of Deposited Securities may
be suspended only for (i) temporary  delays caused by closing the transfer books
of the  Depositary  or the Company or the deposit of Shares in  connection  with
voting at a shareholders' meeting, or the payment of dividends, (ii) the payment
of fees,  taxes and  similar  charges,  and (iii)  compliance  with any U.S.  or
foreign  laws or  governmental  regulations  relating to the  Receipts or to the
withdrawal of the Deposited Securities. Without limitation of the foregoing, the
Depositary will not knowingly accept for deposit under the Deposit Agreement any
Ordinary  Shares which if sold by the holder thereof in the United States or its
territories,  would be subject to the registration  provisions of the Securities
Act of 1933,  unless a  registration  statement is in effect as to such Ordinary
Shares.

         (4) If any tax or other  governmental  charge shall become payable with
respect  to any  Deposited  Securities  represented  hereby,  such  tax or other
governmental charge shall be payable by the Holder hereof to the Depositary. The
Depositary may refuse to effect any  registration of transfer of this Receipt or
any withdrawal of Deposited Securities  represented hereby until such payment is
made, and may withhold any dividends or other discributions, or may sell for the
account  of the  Holder  hereof  any  part  or all of the  Deposited  Securities
represented  hereby, and may apply such dividends or other  distributions or the
proceeds of any such sale in payment of such tax or other  governmental  charge,
the Holder hereof remaining liable for any deficiency.

         (5) Every person depositing Ordinary Shares under the Deposit Agreement
shall be deemed  thereby to represent and warrant that such Ordinary  Shares and
each  certificate  therefor are valid and that the person making such deposit is
duly authorized so to do. Such  representations and warranties shall survive the
deposit of Ordinary Shares and issuane of Receipts.

         (6) The Depositary will charge the party to whom Receipts are delivered
against deposits,  and the party surrendering Receipct for delivery of Deposited
Securities,  $5.00 for each 100 American Shares (or portion thereof) represented
by the Receipts issued or surrendered. The Company will pay other charges of the
Depositary  and those of any  Registrar  under the  Deposit  Agreement  with the
exception  of (i) taxes and other  governmental  charges,  (ii)  stock  transfer
registration  fees on deposits of Ordinary Shares,  (iii) such cable,  telex and
facsimile  transmission,  and delivery charges as are expressly  provided in the
Deposit Agreement to be at the expense of persons depositing  Ordirary Shares or
Holders of Receipts, and (iv} such expenses as are incurred by the Depositary in
the conversion of foreign currency into dollars.

         (7)  Notwithstanding  Section  2.03  of  the  Deposit  Agreement,   the
Depositary  may  execute  and  deliver  Receipts  prior to the receipt of Shares
pursuant  to  Section  2.02  of  the  Deposit  Agreement  ("Pre-Release").   The
Depositary  may,  pursuant  to Section  2.05 of the Deposit  Agreement,  deliver
Shares  upon  the  receipt  and   cancellation   of  Receipts  which  have  been
Pre-Released,  whether or not such  cancellation  is prior to the termination of
such   Pre-Release  or  the   Depositary   knows  that  such  Receipt  has  been
Pre-Released.  The  Depositary  may  receive  Receipts  in  lieu  of  Shares  in
satisfactory  of a  Pre-Release.  Each  Pre-Release  will  be  (a)  preceded  or
accompanied by a written  representation from the person to whom Receipts are to
be delivered that such person,  or its customer,  owns the Shares or Receipts to
be remitted, as the case may be, (b) at all times fully collateralized with cash
or such other collateral as the Depositary deems appropriate,  (c) terminable by
the  Depositary on not more than five (5) business days notice,  and (d) subject
to such further  indemnities  and credit  regulations  as the  Depositary  deems
appropriate.  The number of American  Depositary Shares which are outstanding at
any time as a result of  Pre-Releases  will not normally  exceed thirty  percent
(30%) of the Shares deposited under the Deposit  Agreement;  provided,  however,
that the  Depositary  reserves the right to change or disregard  such limit from
time to time as it deems appropriate.

         The Depositary may retain for its own account any compensation received
by it in connection with the foregoing.

         (8) It is a condition  of this  Receipt,  and every  successive  Holder
hereof by accepting or holding the same consents and agrees,  that title to this
Receipt (and to the American Shares evidenced hereby), when properly endorsed or
accompanied by proper instruments of transfer,  is transferable by delivery with
the same effect as in the case of a negotiable  instrument,  provided,  however,
that the Depositary,  notwithstanqing any notice to the contrary,  may treat the
person in whose name this Receipt is registered  on the books of the  Depositary
as the absolute owner hereof for the purpose of determining  the person entitled
to  distribution of dividends or other  distributions  or to any notice provided
for in the Deposit Agreement, and for all other purposes.

         (9) This  Receipt  shall  not be  entitled  to any  benefits  under the
Deposit Agreement or be valid or obligatory for any purpose, unless this Receipt
shall have been executed by the Depositary by the manual or facsimile  signature
of a duly  authorized  signatory or, if a Registrar for the Receipts  shall have
been  appointed,  by the  manual or  facsimile  signature  of a duly  authorized
signatory of such Registrar.

Dated:



                              THE BANK. OF NEW YORK,
                              as Depositary



                              By: _____________________
                              Vice President


The  address of the  principal  executive  office of the  Depositary  is 48 Wall
Street,  New York, New York 10286.  The address of the Corporate Trust Office of
the Depositary is 101 Barclay Street, New York, New York 10286.


<PAGE>


                          [FORM OF REVERSE OF RECEIPT]

                     SUMMARY OF CERTAIN ADDITIONAL PROVSIONS
                             OF THE DEPOSI AGREEMENT


         (10) Dividends and Distributions. Whenever the Depositary shall receive
any cash dividend or other cash  distribution on the Deposited  Securities,  the
Depositary  will,  if at the time of receipt  thereof any amounts  received in a
foreign  currency  can in the  judgment  of the  Depositary  be  converted  on a
reasonable  basis into United States dollars  transferable  to the United States
and subject to the provisions of the Deposit Agreement, convert such dividend or
distribution  into United States dollars and distribute the amount thus received
to the Holders of Receipts  entitled  thereto,  in  proportion  to the number of
American   Shares   representing   such  Deposited   Securities   held  by  them
respectively;  provided, however, that the amount distributed will be reduced by
any amounts  required to be withheld by the Company or the Depositary on account
of taxes.  If in the  judgment  of the  Depositary  amounts  received in foreign
currency may not be converted on a reasonable  basis into United States  dollars
transferable  to the United States or may not be so  convertible  for all of the
Holders of Receipts entitled thereto,  the Depositary may in its discretion make
such conversion, if any, and distribution in United States dollars to the extent
permissible to the Holders of Receipts  entitled  thereto and may distribute the
balance  of  the  foreign  currency  received  and  not  so  convertible  by the
Depositary  to, or hold such balance for the account of, the Holders of Receipts
entitled  thereto.  If in the opinion of the Depositary any  distribution  other
than  cash or  Ordinary  Shares  upon any  Deposited  Securities  cannot be made
proportionately  among the Holders of Receipts entitled  thereto,  or if for any
other reason the  Depositary  deems such  distribution  not to be feasible,  the
Depositary  may adopt such  method as it may deem  equitable  for the purpose of
effecting such  distribution,  including the sale (at public or private sale) of
the  securiries or property  thus  received,  or any part  thereof,  and the net
proceeds of any such sale will be  distributed  by the Depositary to the Holders
of Receipts entitled thereto as in the case of a distribution  received in cash.
If any distribution upon any Deposited  Securities consists of a dividend in, or
free  distribution  of, Ordinary  Shares,  the Depositary may with the Company's
approval,  and shall if the Company shall so request,  distribute to the Holders
of  outstanding  Receipts  entitled  thereto,  in  proportion  to the  number of
American   Shares   representing   such  Deposited   Securities   held  by  them
respectively,  additional  Receipts for an aggregate  number of American  Shares
representing  the number of Ordinary  Shares  received as such  dividend or free
distribution.  In lieu of delivering  Receipts for fractional American Shares in
any such case, the Depositary may sell the number of Ordinary Shares represented
by the aggregate of such fractions and  distribute  the net proceeds,  converted
into United States dollars if not in such dollars (if such conversion may in the
judgment of the Depositary be achieved on a reasonable  basis) to the Holders of
Receipts entitled thereto. If additional Receipts are not so distributed (except
as pursuant to the preceding  sentence),  each American Share shall  thenceforth
also represent the additional  Ordirnary  Shares  distributed upon the Deposited
Securities  represented  thereby.  In the event that the Company  shall offer or
cause to be offered to the  holders of any  Deposited  Securities  any rights to
subscribe  for  additional  Ordinary  Shares or any  rights of any  nature,  the
Depositary  shall  have  discretion  as to  whether  such  rights are to be made
available to the Holders of Receipts;  provided,  however,  that the  Depositary
will,  if  requested by the  Company,  either (a) make such rights  available to
Holders of Receipts by means of warrants or  otherwise,  if lawful and feasible,
or (b) if making such rights available is not lawful or not feasible,  or if the
rights  represented by such warrants or other  instruments are not exercised and
appear to be about to lapse,  sell such rights or warrants or other  instruments
at public or  private  sale,  at such place or places and upon such terms as the
Depositary may deem proper,  and allocate the proceeds of such sales for account
of the Holders of Receipts  otherwise entitled thereto upon an averaged or other
practicable basis without regard to any distinctions  among such Holders because
of exchange restrictions, or the date of delivery of any Receipt or Receipts, or
otherwise.

         In the event that the Depositary  determines  that any  distribution in
property  (including  shares or rights to subscribe  therefor) is subject to any
tax which the Depositary is obligated to withhold, the Depositary may dispose of
a porton of such property (including shares and rights to subscribe therefor) by
pub1ic or private sale,  and shall  distribute the net proceeds of any such sale
after deduction of such taxes to the Holders of Receipts entitled thereto.

         (11)  Record   Dates.   Whenever  any  cash   dividend  or  other  cash
distribution  shall become payable or any distribution  other than cash shall be
made,  or  whenever  rights  shall  be  issued  with  respect  to the  Deposited
Securities,  or whenever the  Depositary  shall receive notice of any meeting of
holders of Ordinary  Shares or other Deposited  Securities,  the Depositary will
fix a record date for the  determination of the Holders of Receipts who shall be
entitled to receive such dividend,  distribution or rights.  or the net proceeds
of the sale thereof,  or to give  instructions for the exercise of voting rights
at any such meeting, subject to the provisions of the Deposit Agreement.

         (12)  Votinq of  Deposited  Securities.  Upon  receipt of notice of any
meeting of holders of  Deposited  Securities,  the  Depositary  will mail to the
Holders of  Receipts a notice  which will  contain  (a) such  information  as is
contained  in such  notice of meeting  and (b) a  statement  that the Holders of
Receipts at the close of business on a specified record date will be entitled to
instruct the Depositary as to the exercise of voting rights, if any,  partaining
to the amount of Deposited  Securities  represented by their respective American
Shares, and a brief statement as to the manner in which such instructions may be
given.  The Depositary will endeavor  insofar as practicable to vote or cause to
be voted the amount of  Deposited  Securities  represented  by such  Receipts in
accordance  with  such  instructions.  The  Depositary  agrees  not to vote  the
Ordinary Shares or other Deposited Securities represented by a Receipt unless it
receives instructions from the Holder of such Receipts.

         (13) Changes  Affecting  Deposited  Securities.  Upon any change in par
value,  split-up,  consolidation  or any  other  reclassification  of  Deposited
Securities,   or  upon   any   recapitalization,   reorganization,   merger   or
consolidation or sale of assets affecting the Company or to which it is a party,
any  securities  which shall be received by the Depositary in exchange for or in
conversion  of or in respect  of  Deposited  Securities  shall be treated as new
Deposited  Securities  under the Deposit  Agreement,  and American  Shares shall
thenceforth  represent the new  Deposited  Securities so received in exchange or
conversion,  unless additional  Receipts are delivered pursuant to the following
sentence.  In any such case the Depositary may with the Company's approval,  and
shall if the Company shall so request,  execute and deliver additional  Receipts
as in the case of a stock  dividend,  or call for the surrender of  outstandiing
Receipts to be exchanged for new Receipts.

         (14) Reports;  Inspection of Transfer  Books.  The Depositary will make
available for  inspection  by Holders of Receipts at its Corporate  Trust Office
and will furnish to the appropriate  securities  commissions and stock exchanges
any  reports and  communications  received  from the Company  which are both (a)
received by the  Depositary as the holder of the Deposited  Securities,  and (b)
made  generally  available to the holders of such  Deposited  Securities  by the
Company.

The Oepositary will also send to Holders of Receipts copies of such reports when
furnished by the Company as provided in the Deposit Agreement. Upon the issuance
of the  Receipts  registered  hereunder,  the  Company  will be  subject  to the
periodic  reporting  requirements  of the  Securities  Exchange Act of 1934 and,
accordingly,  will  file  certain  reports  with  the  Securities  and  Exchange
Commission  (the  "Commission").  These  reports can be  inspected by Holders of
Receipts and copied at public reference facilities  maintained by the Commission
located at Judiciary Plaza, 450 Fifth Street, N.W., Washington,  D.C. 20549. The
Depositary will keep books for the  registration  and transfer of Receipts which
at all reasonable  times will be open for inspection by the Holders of Receipts,
provided that such inspection shall not be for the purpose of communicating with
Holders of  Receipts  in the  interest  of a business  or object  other than the
busjness of the  Company or a matter  related to the  Deposit  Agreement  or the
Receipts.

         (15)  Liability of the Company and  Depositary.  Neither the Depositary
nor the Company shall incur any  liability to any Holder of this Receipt,  if by
reason of any  provision of any present or future law of any country,  or of any
governmental authority, or by reason of any provision, present or future, of the
Memorandum and Articles of  Association of the Company,  or by reason of any act
of God or war or other  circumstance  beyond its control,  the Depositary or the
Company  shall be  prevented or forbidden  from doing or  performing  any act or
thing which by the terms of the Deposit  Agreement it is provided  shall be done
or performed.  Neither the Company nor the Depositary  assumes any obligation or
shall be subject  to any  liabiliy  under the  Deposit  Agreement  to Holders of
Receipts,  except that they agree to use their best  judgment  and good faith in
the  performance  of such  duties as are  specifically  set forth in the Deposit
Agreement.  Neither the Depositary nor the Company shall be under any obligation
to appear  in,  prosecute  or defend any  action,  suit or other  proceeding  in
respect of any Deposited Securities or in respect of the Receipts,  which in its
opinion may involve it in expense and liability, unless idemnity satisfactory to
it against all expense and  liability  be furnished as often as may be required,
and the Custodian  shall not be under any obligation  whatsoever with respect to
such  proceedings,  the  responsibility  of the  Custodian  being  solely to the
Depositary.  Neither  the  Depositary  nor the  Company  shall be liable for any
action or non-action by it in reliance  upon the advice of or  information  from
legal counsel,  accountants,  any person presenting Ordinary Shares for deposit,
any Holder of a Receipt,  or any other person believed by it in good faith to be
competent  to give  such  advice  or  information.  The  Depositary  will not be
responsible  for any  failure to carry out any  instructions  to vote any of the
Deposited  Securities,  or for the  manner in which any such vote is cast or the
effect of any such vote,  provided that any such action or non-action is in good
faith. The Depositary may own and deal in any class of Securities of the Company
and its  affiliates  and in  Receipts.  The  Company  agrees  to  indemnify  the
Depositary,  its directors,  employees,  agents and affiliates and any Custodian
against,  and  hold  each  of them  harmless  from,  any  liability  or  expense
(including,  but not  limited to, the fees and  expenses  of counsel)  which may
arise out of acts  perfortned or omitted,  in accordance  with the provisions of
the Deposit Agreement and of the Receipts, as the same may be amended, modified,
or  supplemented  from time to time, (i) by either the Depositary or a Custodian
or their respective directors,  employees, agents and affiliates, except for any
liability  or expense  arising out of the  negligence  or bad faith of either of
them,  or (ii) by the  Company or any of its  directors,  employees,  agents and
affiliates.  The  indemnities  contained in the  preceding  paragraph  shall not
extend to any liability or expense which arises solely and  exclusively out of a
Pre-Release  (as defined in Section 2.10 of the Deposit  Agreement) of a Receipt
or Receipts in accordance  with Section 2.10 of the Deposit  Agreement and which
would not  otherwise  have  arisen  had such  Receipt or  Receipts  not been the
subject of a  Pre-Release  pursuant to Section  2.10 of the  Deposit  Agreement;
provided,  however,  that the  indemnities  provided in the preceding  paragraph
shall  apply to any such  liability  or  expense  (i) to the  extent  that  such
liability  or expense  would have  arisen had a Receipt or  Receipts  not be the
subject of a  Pre-Release,  or (ii) which may arise out of any  misstatement  or
alleged  misstatement  or  omission  or  alleged  omission  in any  registration
statement, proxy statement, prospectus (or placement memorandum), or preliminary
prospectus (or preliminary  placement  memorandum) relating to the offer or sale
of  American  Depositary  Shares,  except to the  extent any such  liability  or
expense  arises  out of  (i)  information  relating  to  the  Depositary  or any
Custodian (other than the Company), as applicable,  furnished in writing and not
materially  changed or altered by the  Company  expressly  for use in any of the
foregoing  documents,  or, (ii) if such information is provided.  the failure to
state a material fact necessary to make the information provided not misleading.
No disclaimer of liability  under the  Securities Act of 1933 is intended by any
provision of the Deposit Agreement.

         (16) Resignation and Removal of Depositary;  Substitution of Custodian.
The Depositary may at any time resign as depositary under the Deposit  Agreement
by written  notice of its  election  so to do  delivered  to the  Company,  such
resignation to take effect upon the  appointment  of a successor  depositary and
its  acceptance of such  appointment as provided in the Deposit  Agreement.  The
Depositary may at any time be removed by the Company,  by written notice of such
removal,  effective  upon the  appointment  of a  successor  depositary  and its
acceptance  of such  appointment  as  provided  in the  Deposit  Agreement.  The
Depositary  may  at any  time  appoint  a  substitute  custodian  and  the  term
"Custodian" shall refer to such substitute.

         (17) Amendment of Deposit Agreement and Receipts.  The Receipts and the
Deposit  Agreement may at any time and from time to time be amended by agreement
between the Company and the  Depositary.  Any  amendment  which shall  impose or
increase any fees or charges (other than taxes and other  governmental  charges,
registration fees, cable, telex or facsimile  transmission costs, delivery costs
or other such  expenses),  or which shall  otherwise  prejudice any  substantial
existing right of Holders of Receipts,  shall,  however, not become effective as
to  outstanding  Receipts  until the  expiration of three months after notice of
such  amendment  shall have been given to the Holders of  outstanding  Receipts.
Every Holder of a Receipt at the time any such  amendment  so becomes  effective
shall be deemed,  by continuing  to hold such  Receipt,  to consent and agree to
such amendment and to be bound by the Deposit  Agreement as amended thereby.  In
no event shall any amendment  impair the right of the Holder hereof to surrender
this Receipt and receive therefor the Deposited Securities represented hereby.

         (l8) Termination of Deposit Agreement.  The Depositary will at any time
at the  direction  of the Company  terminate  the Deposit  Agreement  by mailing
notice of such  termination  to the Holders of all Receipts then  outstanding at
least 30 days prior to the date fixed in such notice for such  termination.  The
Depositary  may  likewise  terminate  the Deposit  Agreement at any time 60 days
after the Depositary  shall have resigned,  if a successor  depositary shall not
have been appointed and accepted its  appointment.  If any Receipts shall remain
outstanding  after  the date of  termination,  the  Depositary  thereafter  will
discontinue  the  registration  of  transfers  of  Receipts,  will  suspend  the
distribution of dividends to the holders thereof,  and will not give any further
notices or perform any  further  acts under the  Deposit  Agreement,  except the
collection  of  dividends  and  other  distributions   pertaining  to  Deposited
Securities,  the  sale of  rights  and the  delivery  of  Deposited  Securities,
together with any dividends or other distributions received with respect thereto
and the net  proceeds of the sale of any rights or other  property,  in exchange
for Receipts surrendered to the Depositary.  At any time after the expiration of
six months from the date of  termination,  the Depositary may sell the Deposited
Securities then held under the Deposit Agreement and may thereafter hold the net
proceeds  of any such sale,  together  with any other cash then held by it under
the Deposit Agreement,  without liability for interest, for the pro rata benefit
of  the  Holders  of  Receipts  not  theretofore  surrendered.   Thereafter  the
Depositary shall be discharged from all obligations under the Deposit Agreement,
except to account for such net Proceeds and other cash.

         (19) Compliance With U.S. Securities Laws.  Notwithstanding anything in
the  Deposit  Agreement  or this  Receipt to the  contrary,  the Company and the
Depositary  each  agrees that it will not  exercise  any rights it has under the
Deposit Agreement to prevent the withdrawal or delivery of Deposited  Securities
in a manner which would violate the U.S.  securities  laws,  including,  but not
limited  to,  Section  I.A.  (1) of the  General  Instructions  to the  Form F-6
Registration  Statement,  as amended from time to time, under the Securities Act
of 1933.

<PAGE>

                                    EXHIBIT B

                            CHARGES OF THE DEPOSITARY

Service                   Rate                           By Whom Paid
(1)Receipt of deposits    $5 per 100 American Shares or  Party to whom Receipts
   issuance of Receipts   fraction thereof               are issued
(2)Delivery of deposits   $5 per 100 American Shares or  Party surrendering
   and surrender of       fraction thereof               Receipts
   Receipts

The  Company  will pay all  charges of the  Depositary  in  connection  with the
initial issuance of Receipts. Other charges of the Depositary plus out-of-pocket
expenses such as printing, translation,  stationery, postage, insurance, cables,
etc.,  are to be paid by the Company in  accordance  with  agreements in writing
entered into between the Depositary and the Company from time to time.