DATED                                                                      2000
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                       (1) HUNTINGDON LIFE SCIENCES, INC.

                                     - and -

                            (2) RICHARD A. MICHAELSON








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                                SERVICE AGREEMENT

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<PAGE>


                                    I N D E X




Clause No.                                                            Page No.

1.    DEFINITIONS AND INTERPRETATION.......................................1
2.    TERM OF EMPLOYMENT...................................................2
3.    DUTIES...............................................................2
4.    GRATUITIES AND CODES OF CONDUCT......................................3
5.    REMUNERATION.........................................................3
6.    PENSION SCHEME.......................................................4
7.    OTHER BENEFITS.......................................................4
8.    SHARE OPTIONS........................................................5
9.    EXPENSES.............................................................6
10.   HOLIDAYS.............................................................6
11.   ILLNESS..............................................................6
12.   RESTRICTIONS DURING EMPLOYMENT.......................................7
13.   CONFIDENTIALITY......................................................7
14.   TERMINATION OF EMPLOYMENT............................................8
15.   SUSPENSION...........................................................9
16.   RESIGNATION AND RETURN OF COMPANY PROPERTY...........................9
17.   RECONSTRUCTION OR AMALGAMATION......................................10
18.   RESTRICTIONS........................................................10
19.   SEVERABILITY........................................................13
20.   NOTICES.............................................................13
21.   MISCELLANEOUS.......................................................13


<PAGE>


T H I S  A G R E E M E N T is made on                                      2000

BETWEEN:

(1)  HUNTINGDON   LIFE  SCIENCES  INC  having  offices  at  Mettler  Road,  East
     Millstone, New Jersey, 08875 (the "Company");  and

(2)  RICHARD A MICHAELSON of 11-18 Fairhaven Place, Fair Lawn, New Jersey, 07410
     (the "Executive").


IT IS AGREED that the Company shall employ the Executive and the Executive shall
serve the Company as Vice  President on the  following  terms and subject to the
following conditions (the "Agreement"):

1.       DEFINITIONS AND INTERPRETATION

     (1)  In this Agreement unless the context otherwise  requires the following
          expressions shall have the following  meanings:  "Associated  Company"
          means:

               (a)  a company  which is not a Subsidiary of the Parent but whose
                    issued  equity  share  capital  (as  defined  in s744 of the
                    Companies  Act 1985 as it  applies to UK law) is owned as to
                    at least 20% by the Parent or one of its Subsidiaries; and

               (b)  a Subsidiary (as defined below)

     "Board" the board of directors for the time being of the Parent ;

     "Group" means the Parent and its Subsidiaries and Associated  Companies for
          the time being and "Group Company" means any one of them;

     "Parent" means  Huntingdon  Life  Sciences  Group plc or any other  company
          which  is for the time  being  the  ultimate  holding  company  of the
          Company where such ultimate holding company either (i) holds (directly
          or indirectly) a majority of the voting rights of the Company; or (ii)
          has the  right  to  appoint  or  remove  a  majority  of its  board of
          directors;

     "Subsidiary" means a subsidiary where the Company either (i) holds directly
          or indirectly) a majority of the voting rights of the  Subsidiary;  or
          (ii) has the right to appoint or remove a majority of the Subsidiary's
          board of directors;

     "Working Day"  means a day other than a  Saturday,  Sunday or bank or other
          public holiday.


     (2)  Any  reference to a statutory  provision  shall be deemed to include a
          reference to any statutory modification or re-enactment of it.

     (3)  The headings in this Agreement are for convenience  only and shall not
          affect its construction or interpretation.

     (4)  References in this  Agreement to a person include a body corporate and
          an  incorporated  association  of persons and  references to a company
          include any body corporate.

     (5)  Where  appropriate,  references to the Executive  include his personal
          representatives.

2.       TERM OF EMPLOYMENT

     (1)  The  employment  of the  Executive  commenced on September 2, 1998 and
          (subject to  termination  as  provided in clauses  11(2) and 14 below)
          shall be for an indefinite  period terminable by the Company giving to
          the Executive 12 months  notice in writing or by the Executive  giving
          to the Company 30 days notice in writing.

     (2)  Notwithstanding  clause  2(1) above the  employment  of the  Executive
          shall  automatically  terminate on the day when the Executive  reaches
          age 65 or the normal  retiring age applicable to senior  executives of
          the Group from time to time.

     (3)  The  Executive  represents  and  warrants  that he is not  bound by or
          subject to any court  order,  agreement,  arrangement  or  undertaking
          which in any way  restricts or prohibits  him from  entering into this
          Agreement or performing his duties under it.

3.       DUTIES

     (1)  The Executive shall during his employment under this Agreement:

          (a)  perform the duties and  exercise the powers which the Chairman or
               Managing  Director  of the Parent may from time to time  properly
               assign to him in his capacity as Vice  President or in connection
               with the conduct and management of the business of the Company or
               the business of any Group Company (including serving on the board
               of such  Group  Company  or on any  other  executive  body or any
               committee of such a company); and

          (b)  do all in his power to promote,  develop and protect the business
               of the Company and any Group  Company and at all times and in all
               respects  conform  to and comply  with the proper and  reasonable
               directions and regulations of the Board.

     (2)  The Executive shall give to the Board such  information  regarding the
          affairs  of the  Parent  and,  where  relevant,  the Group as it shall
          require,  and in any event, report regularly and keep the Chairman and
          Managing Director of the Parent informed.

     (3)  The Executive's  normal place of work shall be 401 Hackensack  Avenue,
          9"' Floor,  Hackensack,  New Jersey, 07601, and he may be requested to
          travel  within the United  States  and/or  abroad when required by the
          Company for the proper performance of his duties.

     (4)  If the Company  requires the Executive to work  permanently at a place
          which  reasonably  necessitates  a move from his present home address,
          and if the  Executive  agrees to such a  relocation,  then the Company
          will reimburse the Executive for all relocation  expenses directly and
          reasonably incurred  (including,  without limitation,  the sale of his
          current personal residence) as a result of the Company's  requirement,
          in  accordance  with the Company's  relocation  policy as from time to
          time in force.

4.       GRATUITIES AND CODES OF CONDUCT

     (1)  Other than routine  hospitality  and corporate  gifts of nominal value
          received in the ordinary  course of business,  the Executive shall not
          directly or  indirectly  accept any  commission,  rebate,  discount or
          gratuity  in cash or in kind  from any  person  who has or is having a
          business relationship with any Group Company.

     (2)  The  Executive  shall  comply (and  procure  that his spouse and minor
          children  shall comply) with all applicable  rules and  regulations of
          the  London  Stock  Exchange,  the New  York  Stock  Exchange,  the US
          Securities and Exchange  Commission,  and any codes of conduct adopted
          by the Group  concerning  dealings in securities for the time being in
          force and any other relevant regulatory authority.

5.       REMUNERATION

     (1)  The  Company  shall  pay to the  Executive  a  salary  at the  rate of
          US$10,000 gross per month. Such amount shall not be decreased.

     (2)  The Executive's  salary shall accrue from day to day and be payable by
          equal monthly instalments in arrears on the 2Oth day of each month.

     (3)  The Executive's salary shall be reviewed by the Chairman of the Parent
          once in every year. The undertaking of a salary review does not confer
          a contractual  right  (whether  express or implied) to any increase in
          salary and the Executive  acknowledges  that any salary increase is at
          the discretion of the Chairman.

     (4)  The Company may, in its absolute  discretion,  pay to the  Executive a
          bonus of such amount  payable at such time(s) as may from time to time
          be determined by the Company.

6.       PENSION SCHEME

     (1)  The Company  currently  operates a defined  contribution plan entitled
          "Huntingdon  Life  Sciences  Inc.  Savings and  Investment  Plan" (the
          "Pension Scheme").  The Executive has received an outline  description
          of the  terms of the  Pension  Scheme  in the  booklet  entitled  "The
          Retirement Planning Workbook". The full terms are set out in the trust
          deeds  and  rules  governing  the  Pension  Scheme  and  includes  the
          Company's  right  to  wind-up  the  Pension  Scheme.  Copies  of those
          documents are available to the Executive on request.

     (2)  The  Executive  is entitled  to remain a member of the Pension  Scheme
          subject to its terms.  The Company  shall deduct from the  Executive's
          salary  any  contributions  payable  by him  from  time to time to the
          Pension  Scheme or any other  pension  scheme of the Group of which he
          becomes a member.

7.       OTHER BENEFITS

     (1)  The Executive is entitled to membership of the following benefit plans
          (each referred to below as an "insurance scheme"):

          (i)  a salary  continuance on long-term  disability  insurance  scheme
               applicable  to employees in the  Executive's  category  generally
               providing  such cover for the  Executive  as the Company may from
               time to time notify to him;

          (ii) the  Company  will  continue,  at its  expense,  to pay  for  the
               Executive to be insured under the Business  Executive  Disability
               Income  Policy  currently  held by the  Executive  with  the Paul
               Revere  Insurance  Company which provides for monthly payments of
               US$2,400  until the Executive  reaches age 65 in the event of his
               long-term  disability  where such disability  exceeds a period of
               six  months.  At the  Company's  option,  or if the  Paul  Revere
               Insurance  Company  policy  should no longer  be  available,  the
               Company will provide an alternative comparable insurance coverage
               to the Executive;

          (iii)a life  insurance  scheme under which a lump sum benefit shall be
               payable on the Executive's  death while the Agreement  continues,
               the  benefit  of which  shall be paid to such  dependants  of the
               Executive  or other  beneficiary  as the  trustees  of the scheme
               select at their  discretion,  after considering any beneficiaries
               identified  by the  Executive  in any  expression  of his  wishes
               delivered to the trustees before his death.  The benefit is equal
               to 2 times the  Executive's  basic annual salary at his death but
               basic  annual  salary  for this  purpose  shall  not  exceed  the
               allowable maximum (earnings cap).

          (iv) the  Company  will  continue,  at its  expense,  to pay  for  the
               Executive to be insured under the Life Insurance Policy currently
               held for the  benefit of the  Executive  with First  Colony  Life
               Insurance  Company  which  provides  for $1  million of term life
               insurance coverage, but so that the Company's contributions under
               this scheme  shall not exceed the sum of US$2,000  per annum.  At
               the  Company's  option,  or if the policy with First  Colony Life
               Insurance Company should no longer be available, then the Company
               will provide an alternative  comparable insurance coverage to the
               Executive (subject to any applicable maximum (earnings cap));

          (v)  a personal  accident  insurance scheme applicable to employees in
               the Executive's  category generally  providing such cover for the
               Executive as the Company may from time to time notify to him.

     (2)  Benefits  under any insurance  scheme shall be subject to the rules of
          the scheme(s) and the terms of any applicable insurance policy and are
          conditional  upon the  Executive  complying  with and  satisfying  any
          applicable  requirements  of the  insurers.  Copies of these rules and
          policies and particulars of the requirements  shall be provided to the
          Executive on request.  Provided  that the Company  shall have complied
          with and satisfied with any requirements of the insurers applicable to
          it, (but without  prejudice to the Company's rights pursuant to clause
          7(3)  below)  the  Company  shall  not have any  liability  to pay any
          benefit to the Executive under any insurance scheme unless it receives
          payment of the benefit from the insurer under the scheme.

     (3)  The provision of any insurance  scheme does not in any way prevent the
          Company from lawfully  terminating  this Agreement in accordance  with
          the  provisions  in  clause  15 even  if to do so  would  deprive  the
          Executive of membership of or cover under any such scheme.

8.       SHARE OPTIONS

     The  Executive  shall,  subject  to the rules  applicable  to the scheme as
     amended or varied from time to time at the Group's discretion,  be entitled
     to  participate  in the Huntingdon  Life Sciences  Group  Unapproved  Share
     Option  Scheme  for the time being in force in  accordance  with the scheme
     rules. The Executive shall not be entitled to any compensation for the loss
     of this  right  or of any  benefits  granted  pursuant  to such  scheme  on
     termination  of this  Agreement  irrespective  of the  manner in which such
     termination takes place.

9. EXPENSES

     (1)  The  Company  shall   reimburse  or  procure  that  the  Executive  is
          reimbursed all reasonable travelling,  hotel and other expenses wholly
          and necessarily incurred by him in the performance of his duties under
          this  Agreement  on  production  of  appropriate  receipts  and  other
          evidence of expenditure as reasonably required by the Company.

     (2)  The Company  shall provide the Executive  with a  non-pensionable  car
          allowance of US$1,000 per month.

10.      HOLIDAYS

     (1)  The  Executive  shall  (in  addition  to the  usual  public  and  bank
          holidays) be entitled to not less than 25 Working Days holiday in each
          holiday  year (as  specified  by the Company) to be taken at a time or
          times agreed between the Executive and the Company.

     (2)  Holiday  entitlement  in one year  cannot be  carried  forward  to any
          subsequent holiday years.

     (3)  In the  holiday  year in  which  employment  commences  or  terminates
          holiday  shall  accrue on a pro rata  basis  (excluding  fractions  of
          days).  If on the  termination  of the  employment  the  Executive has
          exceeded his accrued  holiday  entitlement  the excess may be deducted
          from any sums owing to him. If the Executive has accrued holiday owing
          to him the Company may at its discretion require the Executive to take
          the outstanding  holiday during any notice period or make a payment in
          lieu instead.

     (4)  If under clause 15 the  Executive is not required to attend the office
          during any period of notice,  he will not accrue  holiday  during that
          period.  If the Executive's  employment is terminated  without notice,
          the  Executive  will not be entitled to holiday pay for holiday  which
          would  have  accrued  during  the  notice  period  had  the  Executive
          continued  to  be  employed  or  at  work  (whichever  is  applicable)
          throughout that time.

11.      ILLNESS

     (1)  The Executive shall continue to be paid during sickness  absence (such
          payment to be inclusive of any statutory  sick pay or social  security
          benefits to which he may be entitled) for a total of up to 26 weeks in
          any 12 consecutive calendar months.

     (2)  Thereafter  the  Executive  shall  continue  to be paid  salary at the
          discretion  of the Company but so that the Company may  terminate  the
          employment of the Executive at any time after the end of the 26th week
          of  absence  in any 12  consecutive  calendar  months by giving to the
          Executive not less than 3 months' notice in writing.

     (3)  If the  Executive is incapable of  performing  his duties by reason of
          injury sustained  wholly or partly as a result of negligence  nuisance
          or breach of any  statutory  duty on the part of a third party and the
          Executive  recovers  an  amount  by way of  compensation  for  loss of
          earnings  from that  third  party,  he shall pay to the  Company a sum
          equal to the lesser of (i) the amount  recovered,  net of  expenses to
          recover  same,  or (ii) the amount  paid to him by the  Company  under
          clause  11(1)  and/or (2) above in respect of the  relevant  period of
          absence as a result of that injury.

     (4)  The Company shall be entitled,  for reasonable  cause,  to require the
          Executive to undergo  examinations by a medical  adviser  appointed or
          approved  by the  Company  and the  Executive  authorises  the medical
          adviser and/or will provide such consents as are necessary to disclose
          to the Company the results of such examinations.

12.      RESTRICTIONS DURING EMPLOYMENT

     (1)  During the  continuance  of his  employment  under this  Agreement the
          Executive  shall unless  prevented by  incapacity  devote his time and
          attention  to the  business of the Company and the Group and shall not
          without the prior written consent of the Board:

          (a)  be concerned  or  interested  in any other  business of a similar
               nature  (as  defined in clause  19) to or  competitive  with that
               carried on by the Company or any Group Company; or

          (b)  directly  solicit,  or direct  any other  person to  solicit,  in
               competition  with the  Company or any Group  Company,  any person
               (including any company,  firm,  organisation  or other entity) to
               whom the Company or any Group Company  supplies  services or with
               whom the  Company  or any Group  Company  is in  negotiations  or
               discussions regarding the possible supply of services; or

          (c)  discourage any such person referred to in clause 12 (1) (b) above
               from  conducting  or  continuing  to  conduct  business  with the
               Company or any Group  Company on the best terms  available to the
               Company or any Group Company.

          provided that nothing in this clause shall preclude the Executive from
          holding  or  being  otherwise   interested  in  any  shares  or  other
          securities of any company which is quoted on any recognised investment
          exchange (as defined by section 207(1) Financial Services Act 1986) so
          long  as the  interest  of the  Executive  in  such  shares  or  other
          securities  does not  extend to more  than 5 % of the total  amount of
          such shares or securities.

13. CONFIDENTIALITY

     (1)  The  Executive  shall not  (except  in the proper  performance  of his
          duties) during or after his employment has ended divulge to any person
          or otherwise  make improper use of (and shall use his best  endeavours
          to prevent  the  publication  or  disclosure  of) any trade  secret or
          secret  research  process  or any  material  confidential  information
          concerning  the  business  or  finances  of the  Company  or any Group
          Company or any of their dealings  transactions or affairs or any trade
          secret or secret research process or any such confidential information
          concerning any of their suppliers, agents, distributors or clients.

     (2)  Confidential   information  includes,  but  is  not  limited  to:  any
          information of a secret,  confidential or private nature, in any form,
          concerning the business,  accounts, finances, customer lists, research
          projects,  pricing and/or discount policy,  future business  strategy,
          marketing,   tenders,  price  sensitive  information,   employees  and
          officers,   formulae,    processes,   working   methods,   inventions,
          intellectual  property and other plans and strategy of the Company and
          any Group Company or any of its or their respective clients.

     (3)  The  restrictions  in  clauses  13 (1) and 13 (2)  shall  not apply to
          information which:

          (i)  comes into the public  domain  otherwise  than by a breach by the
               Executive of his obligations under this Agreement; or

          (ii) is  disclosed  to the  Executive  by a  third  party  who has not
               received it directly or indirectly  from the Company or any Group
               Company; or

          (iii)must be disclosed by any applicable law or the  requirements of a
               relevant  regulatory  authority,  to the extent of such  required
               disclosure.

14.      TERMINATION OF EMPLOYMENT

     (1)  The Company may at any time and in its absolute discretion (whether or
          not any notice of  termination  has been  given by the  Company or the
          Executive  under  clause  2(1) above)  terminate  the  Agreement  with
          immediate effect and make a payment in lieu of notice.

     (2)  The  employment  of the  Executive  may be  terminated  by the Company
          without  notice,  or  payment  in lieu of  notice,  subject  to clause
          (14)(3) below, if the Executive:

          (a)  commits any act of fraud against the Company;

          (b)  engages in any wilful  misconduct in  connection  with his duties
               hereunder which materially and adversely  affects the business or
               affairs of the Company; or

          (c)  fails or neglects  efficiently  and  diligently  to discharge his
               duties in any material respect or commits any serious or material
               repeated  breach  or  non-observance  of any  of  the  provisions
               contained in this Agreement; or

          (d)  has (i) an interim receiving order made against him, (ii) becomes
               bankrupt or makes any  composition  or (iii) enters into any deed
               of  arrangement  with his  creditors,  any of which  would have a
               material  adverse  effect  on the  Company,  the  Group  or their
               respective reputations; or

          (e)  is convicted of any  arrestable  criminal  offence (other than an
               offence  under  road  traffic  legislation  for  which  a fine or
               non-custodial  penalty is imposed) in  circumstances  which would
               have a material adverse effect on the Company, the Group or their
               respective reputations;

          (f)  has  committed  an act that would  disqualify  the  Company,  the
               Parent  or any  subsidiary  of the  Company  or the  Parent  from
               maintaining or obtaining a licence, permit, or other governmental
               approval material to the operations of such Company;

          (g)  is convicted of an offence  relating to insider dealing under the
               Criminal  Justice  Act 1993 or under any other  present or future
               statutory  enactment or regulations  relating to insider dealings
               under English or New York law.

     (3)  The employment of the Executive shall not be terminated  under clauses
          14(2)(b)(c)  (d) and/or (f) above unless the Company  shall have given
          prior written notice to the Executive specifying the act, fault and/or
          omission on which the  Company is  intending  to rely with  reasonable
          particularity  and,  within  thirty (30) days after such  notice,  the
          Executive  shall not have  remedied or  eliminated  the act,  fault or
          omission.

15. SUSPENSION

     (1)  The  Company may  suspend  the  Executive  at any time on full pay and
          benefits  to allow the  Company  to  investigate  any  complaint  made
          against the Executive in relation to his  employment  with the Company
          provided  that the fact of the  suspension  will only be  disclosed to
          employees of the Company or any Group  Company who are involved in the
          investigation  and/or to whom such  disclosure  may in the  reasonable
          opinion of the Company be necessary for genuine operational reasons.

     (2)  During  any  period  of notice of  termination  (whether  given by the
          Company or the  Executive) the Company shall be under no obligation to
          assign any duties to the  Executive or to provide any work for him and
          shall be entitled to exclude him from its premises, provided that this
          shall not affect the  Executive's  entitlement  to receive  his normal
          salary and other  contractual  benefits  other than that the Executive
          will cease to accrue holiday during any such period.

16.      RESIGNATION AND RETURN OF COMPANY PROPERTY

     (1)  Upon the termination by whatever means of this Agreement the Executive
          shall:

          (a)  immediately resign from such offices as may be held by him in any
               Group Company  without claim for  compensation  from the Company;
               and

          (b)  immediately  deliver to the Company all credit cards,  motorcars,
               keys,  computer  media and other property in whatever form, of or
               relating to the  business of the Company or of any Group  Company
               which is in his possession or under his power or control.

     (2)  If the  Executive  falls to comply  with  clause  16(1) the Company is
          hereby  irrevocably  authorised to appoint some person in his name and
          on his  behalf  to sign and  complete  any  documents  or do any thing
          necessary to give effect to this clause.

     (3)  The Executive  shall not without the consent of the Parent at any time
          after the termination of this Agreement  represent himself still to be
          connected with the Company or any Group Company.

17.      RECONSTRUCTION OR AMALGAMATION

          If the employment of the Executive  under this Agreement is terminated
          by  reason  of the  liquidation  of the  Company  for the  purpose  of
          reconstruction or amalgamation and the Executive is offered employment
          with any concern or undertaking  resulting from the  reconstruction or
          amalgamation  on terms and  conditions  not less  favourable  than the
          terms of this Agreement then Executive shall have no claim against the
          Company or any Group  Company will respect of the  termination  of his
          employment under this Agreement.

18. RESTRICTIONS

     (1)  Definitions

         In this clause:

          (a)  "Termination  Date"  means  the  date  on  which  the  employment
               terminates;

          (b)  "Person"  includes  any  company,  firm,  organisation  or  other
               entity;

          (c)  "Area"  means any country in the world  where on the  Termination
               Date the company was supplying services;

          (d)  "Business"  means any  business  carried on by the Company or any
               Group Company  which  relates to the  provision of  pre-clinical,
               early clinical and/or  non-clinical  biological safety evaluation
               services to the pharmaceutical  and  biotechnology,  agrochemical
               and other chemical industries;

          (e)  "Client"  means any Person to whom the Company or a Group Company
               supplied  services during the 6 months  preceding the Termination
               Date and with whom at any time during  such period the  Executive
               was actively involved in the course of his employment;

          (f)  "Prospective  Client" means any Person with whom the Company or a
               Group  Company had  negotiations  or  discussions  regarding  the
               possible  supply  of  services  during  the 6 months  immediately
               preceding the  Termination  Date and with whom at any time during
               such period the Executive was actively  involved in the course of
               his employment;

          (g)  "Restriction  Payment"  means  payment  (separate  from any other
               payments  due  under  the  Agreement)   equal  to  12  times  the
               Executive's   gross  monthly   salary   (calculated   as  at  the
               Termination  Date or, if the Executive is suspended in accordance
               with clause 15(2) above the date of such suspension),  payable in
               12 equal instalments,  each instalment to be paid on the same day
               of each calendar month following the Termination  Date as the day
               on which the Executive's employment terminates.

     (2)  The Executive covenants with the Company and as trustee for each Group
          Company that in the event of the Executive terminating his employment,
          or the Company  terminating  the Executive's  employment,  he shall be
          bound to each of the  following  restrictions  subject to the  Company
          making,  at its sole  discretion,  a  Restriction  Payment  (it  being
          understood  that in the event that the Company chooses not to make the
          Restriction  Payment,  then the Executive shall not be bound to any of
          the  restrictions  specified  in this  clause 18). In the event of any
          breach by the  Executive  of the terms of any of the  restrictions  in
          this  clause 18 the Company  will be entitled to pursue such  remedies
          against the Executive as it deems fit  including,  but not limited to,
          injunctive and other equitable relief.

          (i)  Non-competition

          The Executive  shall not for a period of 6 months from the Termination
          Date directly or indirectly be interested or concerned in any business
          which is  carried  on in the Area and  which is  competitive  with the
          Business being carried on at the  Termination  Date and with which the
          Executive  was actively  involved  during the 6 month period ending on
          the Termination Date.

          For this purpose, the Executive is concerned in a business if:

          (a)  he carries it on as principal or agent; or

          (b)  he is a partner,  director,  employee,  secondee,  consultant  or
               agent in, of or to any Person who carries on the business; or

          (c)  subject to clause  12(1)  above,  he has any  direct or  indirect
               financial  interest (as  shareholder  or otherwise) in any Person
               who carries on the business.


          (ii) Non-solicitation

          The Executive  shall not for a period of 6 months from the Termination
          Date in the Area directly or indirectly:

          (a)  canvass or solicit business for services substantially similar to
               those being  provided by the Company or a Group Company as at the
               Termination Date from any Client or Prospective Client;

          (b)  seek to do business or deal with any Client or Prospective Client
               in  respect of  services  substantially  similar  to those  being
               provided by the Company or a Group Company as at the  Termination
               Date; or

          (c)  canvass or solicit Business from any supplier of the Company or a
               Group  Company  with whom the  Executive  was  actively  involved
               during the 6 months  ending on the  Termination  Date or persuade
               such  supplier  to cease to supply,  or to  restrict  or vary the
               terms of supply to the  Company or a Group  Company or  otherwise
               interfere with the  relationship  between such a supplier and the
               Company or a Group Company.

          (iii) Non-poaching

          The Executive shall not for a period of 6 months after the Termination
          Date  directly  or  indirectly  induce or attempt to induce any senior
          employee  of the  Company  or a Group  Company  who is  engaged in any
          Business  activity carried on by the Company or a Group Company at the
          Termination  Date and  with  whom the  Executive  during  the 6 months
          ending on the Termination Date had material  dealings in the course of
          his  employment,  to leave the  employment  of the  Company or a Group
          Company  (whether  or not this would be a breach of  contract  by that
          employee for the purposes of being involved in or engaged in the types
          of business referred to in sub-clause 2(1) above).

          (3)  The  restrictions in this clause are considered by the parties to
               be reasonable  and the validity of each  sub-clause  shall not be
               affected  if  any  of  the  others  is  invalid.  If  any  of the
               restrictions  is void but  would  be  valid  if some  part of the
               restriction were deleted, the restriction in question shall apply
               with such modification as may be necessary to make it valid.

          (4)  The Executive acknowledges that the provisions of this clause are
               no more  extensive  than is  reasonable to protect the Company or
               the Group.

          (5)  If the Executive is suspended  from work under the  provisions of
               clause 15, the Company  may, at its sole  discretion,  agree that
               the period of time during which the  non-competition  restriction
               contained in clause 18(2)(1) is  enforceable,  starts to run from
               the date of the suspension and not from the Termination Date.

19.      SEVERABILITY

          If any  of  the  provisions  of  this  Agreement  become  invalid  or,
          unenforceable for any reason by virtue of applicable law the remaining
          provisions shall continue in full force and effect and the Company and
          the Executive  hereby  undertake to use all  reasonable  endeavours to
          replace  any  legally  invalid  or  unenforceable   provision  with  a
          provision  which will  promise to the parties (as far as  practicable)
          the same  commercial  results as were intended or  contemplated by the
          original provision.

20.      NOTICES

          (1)  Any notice required or permitted to be given under this Agreement
               shall be given in writing  delivered  personally or sent by first
               class post pre-paid  recorded  delivery (air mail if overseas) or
               by  facsimile  to the party due to receive such notice at, in the
               case of the Company, its registered office from time to time and,
               in the  case of the  Executive,  his  address  as set out in this
               Agreement  (or  such  address  as he  may  have  notified  to the
               Company).

          (2)  Any notice  delivered  personally  shall be deemed to be received
               when delivered to the address  provided in this Agreement and any
               notice sent by pre-paid  recorded  delivery  post shall be deemed
               (in the absence of evidence of earlier  receipt) to be received 2
               days after  posting  and in proving the time of despatch it shall
               be  sufficient to show that the envelope  containing  such notice
               was  properly  addressed,  stamped and  posted.  A notice sent by
               facsimile shall be deemed to have been received on receipt by the
               sender  of  confirmation  in the  transmission  report  that  the
               facsimile had been sent.

21.      MISCELLANEOUS

          (1)  This   Agreement  is  governed  by  and  shall  be  construed  in
               accordance with the laws of New Jersey (USA).

          (2)  The  parties  to  this  Agreement  submit  to  the  non-exclusive
               jurisdiction of the courts of New Jersey (USA).

          (3)  The Company shall pay the  reasonable  attorney's  fees and costs
               incurred by the Executive in connection with any legal proceeding
               arising out of this  Agreement  to the extent that the  Executive
               prevails in such action or proceeding.

          (4)  This  Agreement  contains  the entire  understanding  between the
               parties and supersedes all previous  agreements and  arrangements
               (if any)  relating  to the  employment  of the  Executive  by the
               Company (which shall be deemed to have been  terminated by mutual
               consent).

THIS  AGREEMENT  has been executed as a DEED and is intended to be and is hereby
delivered on the date on page 1.


Executed as a Deed by
HUNTINGDON LIFE SCIENCES INC


/s/ Andrew Baker
.............................................
Chairman


/s/ Brian Cass
.............................................
Managing Director



/s/ Richard Michaelson

Executed as a Deed by RICHARD A MICHAELSON in the presence of:

Witness signature:

Name:

Address:


Occupation:



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