Instrument Constituting Unsecured Sub. Loan

EDINBURGH


OUR REF PEC/GECS/CAN.22.5


DATE 3 April 2001


Inveresk Research Group Limited


Instrument


Constituting L44,734,481 Unsecured
Subordinated Loan Stock 2008


This Instrument (together with the Original
Instrument (as defined herein)) is subject to the
terms of an Intercreditor Deed executed of even date
amongst, inter alia, the Company (as defined herein)
and Bear Stearns Corporate Lending Inc. as agent and
security trustee.


Maclay Murray [LOGO] Spens
SOLICITORS


3 GLENFINLAS STREET
EDINBURGH EH3 6AQ


DX EDINBURGH BOX NO 137 TEL.: 0131 226 5196 THIS INSTRUMENT is made by way of deed on 3rd April, 2001'


BY INVERESK RESEARCH GROUP LIMITED (registered number 198206) whose registered office is at Elphinstone Research Centre, Tranent, Edinburgh EH33 2NE (the "Company").


WHEREAS:


(A) The Company, pursuant to a resolution of its board of directors passed
on 20 September, 1999 created and authorised the issue of a maximum
nominal amount of L27,037,500 Unsecured Subordinated Loan Stock 2008
(the "Original Loan Stock") which loan stock was constituted pursuant
to a loan note instrument dated 20 September, 1999 (the "Original
Instrument").


(B) In terms of Clause 10 of the Original Instrument, the Company may
resolve to create and issue further loan stock identical in all
respects and to form a single series with the Original Loan Stock.


(C) The Company has, by resolution of its board of directors passed on 3
April, 2001, created and authorised the further issue of a maximum
nominal amount of L44,734,481 Unsecured Subordinated Loan Stock 2008
(the "New Loan Stock") to be constituted on the same terms and
conditions as the Original Instrument other than as amended by this
Supplemental Instrument.


BY THIS DEED THE COMPANY DECLARES AND COVENANTS AS FOLLOWS:-


1. Definitio ...