CONFORMED COPY

THIS AGREEMENT is made on 10 August, 1998

BETWEEN:

(1)      HUNTINGDON  LIFE  SCIENCES  GROUP PLC,  registered in England and Wales
         with  number  502370  whose  registered  office  is  at  Woolley  Road,
         Alconbury, Huntingdon, Cambridgeshire PE17 5HS (the "Company"); and

(2)      KLEINWORT  BENSON  LIMITED,  a company  incorporated  in  England  with
         registered  number 1767419,  whose registered office is at 20 Fenchurch
         Street, London EC3P 3DB ("KB").

WHEREAS:

(A)      Subject to and as provided by this Agreement,  the Company  proposes to
         issue,  pursuant to the Open Offer,  on the basis and terms and for the
         purposes set out in the Circular,  the New Shares to rank pari passu in
         all respects with Shares in issue at the date hereof;

(B)      on, and subject to, the terms of this agreement, KB has agreed as agent
         for and on behalf of the Company:-

         (i)      to offer the New  Shares to  Qualifying  Holders  at the Offer
                  Price  under  the Open  Offer on the  basis of 1 New Share for
                  every 2 Shares  held on the Record Date and  otherwise  on the
                  terms and subject to the conditions in the Circular; and

         (ii)     in  respect  of any New  Shares  not  taken up under  the Open
                  Offer,  to procure (as agent for and on behalf of the Company)
                  persons to  subscribe  and,  to the extent that it does not do
                  so,  itself  to  subscribe  for,  the New  Shares at the Offer
                  Price; and

(C)      The Company is proposing to convene an Extraordinary General Meeting at
         which  resolutions  are to be proposed,  inter alia,  to authorise the
         Directors to allot the New Shares.

IT IS AGREED as follows:

1.     Definitions and interpretation

In this Agreement  (including the recitals and schedules hereto),  the following
words and expressions shall have the meanings respectively set opposite them:-

"Accountants"                      Arthur Andersen & Co.; admission  of  the 
                                   New  Shares  to the  Official  List becoming
                                   effective by the making of an announcement in
                                   accordance with paragraph 7.1 of the Listing
                                   Rules;
"Admission Date"                   the actual date of Admission;
"Affiliate"                        any company or other  undertaking  which is
                                   a member of the group (as defined in section
                                   262  of the Companies
                                   Act 1985) of which KB is a member;
"Application Form"                 the agreed  form of  application  for Shares
                                   under the Open Offer;
"Bank Deeds"                       has  the   meaning   specified   by  the  
                                   Subscription  Agreement;
"Baker Service Agreement"          has  the   meaning   specified  by  the 
                                   Subscription Agreement;
"Board"                            the Company's  board of directors or a duly
                                   authorised  Committee thereof;
"Brokers"                          Kleinwort Benson Securities Limited;
"Closing Date"                     26th August, 1998;
"Circular"                         any circular letter in agreed form to the
                                   shareholders and, for  information  only,
                                   to  option  holders  of  the Company, giving
                                   details of  the Placing and Open Offer,
                                   comprising    a   prospectus relating to the
                                   Company and the New Shares and containing a
                                   notice  convening the Extraordinary
                                   General Meeting;
"Conditions"                       the conditions set out in Clause 2.1;
"Dealing Day"                      any day upon which dealings in domestic
                                   securities may take place on the London
                                   Stock Exchange;
"Directors"                        the persons named in the Circular as
                                   directors of the
                                   Company and Mr. Andrew Baker;
"Extraordinary General Meeting"    the meeting of the Company (notice of which
                                   is set out in the Circular) at which, inter
                                   alia, the Resolutions are to be proposed;
"EGM Date"                         28th August, 1998;
"Facilities Agreement"             the Facilities Agreement in agreed form
                                   between, inter alia, the Company and National
                                   Westminster  Bank plc  dated  August, 1998;
"FSA"                              the Financial Services Act 1986;
"Group"                            the  group  of which  the  Company  and its
                                   subsidiary undertakings are members;
"Group Member"                     a member of the Group;
"KB Person"                        any  person  being  KB, an Affiliate or a 
                                   director, officer or an employee of KB or of
                                   an Affiliate;
"Latest Acceptance Time"           3p.m. on 26th August, 1998;
"Listing Rules"                    the listing rules made by the London Stock
                                   Exchange  pursuant to Part IV of the FSA;
"London Stock Exchange"            London Stock Exchange Limited;
"New Shares"                       the total of 57,003,431  Ordinary Shares to
                                   be allotted fully paid or  credited as fully
                                   paid pursuant to the Placing and Open Offer;
"Offer Documents"                  the Circular and the Application Form;
"Offer Price"                      12.5 pence per New Share;
"Official List"                    the Official List of the London Stock
                                   Exchange;
"Open Offer"                       the invitation (contained in  the Circular)
                                   to Qualifying  Holders  to  apply  to
                                   subscribe for New  Shares on the terms and 
                                   subject to the  conditions  in  the Offer 
"Ordinary Shares"                  Dpcuments; ordinary shares of five pence
                                   each in the Company;
"Placees"                          the persons  (including,  if  applicable, 
                                   KB) who are,  pursuant to the Placing,  to
                                   subscribe  for New Shares not taken up under
                                   the Open Offer;
"Placing"                          the placing  (subject to the rights of
                                   Qualifying Holders) of New Shares with
                                   Placees   by  KB  (and,   if applicable, the
                                   subscription by KB for any new shares not
                                   taken  up  under   the  Open Offer) pursuant
                                   to  this Agreement;
"Placing                           Letters"   letters   in  the agreed form
                                   despatched or to  be  despatched  to 
                                   proposed Placees concerning  their
                                   commitments to subscribe for New Shares
                                   pursuant to the Placing;
"Placing Sum"                      (pound)7.1  million,  being  the sum  equal
                                   to the aggregate value at the Offer Price of
                                   the New Shares;
"Press Announcement"               the  press  announcement  in  the  agreed 
                                   form giving
                                   details of, inter alia, the Placing and the
                                   Open Offer;
"Proxy Card"                       the agreed  form of proxy for use at the 
                                   Extraordinary General Meeting;
"Qualifying                        Shareholders" the holders of Ordinary Shares
                                   on  the register  of  members of the
                                   Company   at  the  close  of business on the
                                   Record Date other than certain  overseas
                                   Shareholders   who  are  not entitled to
                                   participate in the Open Offer as set out in
                                   the Circular;
"Record Date"                      the close of business on 31st July, 1998;
"Receiving Agents"                 Computershare  Services PLC, PO Box 859,
                                   Consort House,
                                   East Street, Bedminster, Bristol  BS99 1XZ;
"Resolutions"                      the   resolutions in the agreed form to be 
                                   proposed at the Extraordinary General
                                   Meeting (or any  adjournment thereof) as set
                                   out in the  notice convening the
                                   Extraordinary General Meeting which appears
                                   in the Circular;
"Service Agreements"               has the meaning specified by the Subscription
                                   Agreement;
"Shares"                           means  ordinary  shares  of 5p in  the
                                   capital  of the Company;
"Subscribers"                      Focused Healthcare Partnership Limited,
                                   Quilcap Corp., Oracle  Partners,   L.P., 
                                   Stephens  Group  Inc., SRK Management 
                                   Company,  Mr. Kirby  Cramer and Mr.  Rodman
                                   Moorhead III.
"Subscription                      Amount"  (pound)15  million, being  the sum
                                   equal to the aggregate   value at  the
                                   Subscription  Price  of  the Ordinary Shares
                                   to  be allotted  and  issued by the Company
                                   and the  Subscribers pursuant to the
                                   Subscription Agreement;
"Subscription Agreement"           means the subscription agreement in agreed
                                   form dated  5th  August,  1998  between the
                                   Subscribers  and  the Company;
"Subscription Price"               has  the  meaning  specified  by  the 
                                   Subscription Agreement;
"Supplementary Prospectus"         any prospectus to be published by the
                                   Company  pursuant  to  section  147(1) of
                                   the  FSA  supplementary  to the Circular
                                   (or to any previously published prospectus);
"taken up"                         has the meaning ascribed to it in Clause 4.3;
"Transaction Documents"            means the Facilities Agreement,  the
                                   Subscription Agreement,  the Bank Deeds,
                                   the Baker Service Agreement and the Service
                                   Agreements;
"VAT"                              value added tax;
"Verification Notes"               verification  notes prepared for the purpose
                                   of substantiating the accuracy of the
                                   Circular ;
"Warranties"                       the representations and warranties set out
                                   in Schedule  1 and given by the Company
                                   pursuant to Clause 8; and
"Working                           Capital Memorandum" the cash flow  and 
                                   working capital memorandum  prepared  by the
                                   Company  for the  period  to
                                   31st December, 1999.

  In this Agreement (including the Recitals and Schedules):

(A)               any reference to a document in "agreed form" means  the form
                  thereof  agreed  between the Company and KB and  initialled on
                  behalf of each of them for the purpose of  identification,  in
                  each case with such  amendments  as may be agreed  between the
                  Company and KB;

(B)               except as  otherwise  provided or where the context  otherwise
                  requires,  "material" and "materially"  shall mean material in
                  the context of the Placing and the Open Offer;

(C)               all references to hours of the day shall be to the time as it
                  is in England;

(D)               headings are for convenience only and do not affect the
                  construction of this Agreement;

(E)               reference  to  Recitals,  Clauses  or  Schedules  are,  unless
                  otherwise stated, to the recitals and clauses respectively of,
                  and schedules to, this Agreement;

(F)               words denoting the singular include the plural and vice versa,
                  words importing gender shall include all genders;

(G)               words and expressions  defined in the Companies Act 1985 shall
                  bear the same meaning herein,  except as otherwise provided or
                  where the context otherwise requires;

(H)               any  statement  qualified  by the  expression  "so  far as the
                  Company is aware" or the  expression  "so far as the Directors
                  are  aware"  or any  similar  expression  shall be  deemed  to
                  include an  additional  statement  that it has been made after
                  the  Company  and  the  Directors  have  made  all  reasonable
                  enquiries; and

(I)               references  to  any  statute  or  statutory   provision 
                  include  any   re-enactment   or modification  or extension 
                  thereof (whether before or after the date hereof), any 
                  statutory provision  of which a provision  referred to is a 
                  re-enactment(whether  with  or  without   modification),
                  and  any  orders,   regulations,  instruments  or  other
                  subordinate  legislation  made  under  the  statute  or
                  statutory  provision  referred to, save that this Clause 1
                  shall not operate to  the extent that it would  create or
                  increase  any  liability  for any party to this Agreement.

2.     Conditions

2.1  The obligations of KB under this Agreement are in all respects conditional
     on:

(A)  satisfaction of each of the conditions  precedent to which the
     Subscription  Agreement is subject,  excluding  any  condition
     relating to this Agreement becoming unconditional;

(B)  without  limitation to the  generality of paragraph (A) above,
     the  Facilities  Agreement,  the Bank Deed,  the Baker Service
     Agreement and the Service Agreements becoming unconditional in
     all respects except:

(i)   for any condition relating to this Agreement becoming unconditional; and

(ii)  for  receipt by National  Westminster  Bank plc of the
      Transaction   Proceeds   and  for   repayment  of  all
      Indebtedness  outstanding  in respect of the  Bridging
      Facility  (in each case as defined  by the  Facilities
      Agreement);

(C)  receipt  from  NM  Rothschild  &  Sons  Limited  of  a  letter
     confirming that the Subscription Amount is held by them, or to
     their  order,  in escrow and that  release  and payment of the
     whole  of such  sum to the  Company  in  accordance  with  the
     Subscription  Agreement is subject only to satisfaction of the
     conditions   precedent  to  such   payment   provided  by  the
     Subscription Agreement;

(D)  delivery by the Company to KB with effect immediately prior to
     Admission  of a  certificate,  signed for and on behalf of the
     Company by a Director, in the form set out as Schedule 2;

(E)  none of the Transaction Documents having been terminated;

(F)  no variation or waiver or agreement not to exercise its rights
     under any  Transaction  Document having been granted or agreed
     by the Company without the prior written consent of KB; and

(G)  the Resolutions  having been passed without  amendment (except
     as previously agreed in writing by KB);

     in each case by 4th September, 1998 (or such later time as KB may agree
     with the Company).

2.2  If  any  of the  Conditions  is not  fulfilled  or  shall  have  become
     incapable of being fulfilled on or by 4th September, 1998 or such later
     date as KB and the Company may agree,  the Company shall forthwith make
     an  announcement  to the London Stock Exchange to that effect in a form
     agreed by KB and the remaining obligations of each of the parties under
     this Agreement  shall  terminate,  other than to the extent provided in
     Clause 10.

2.3  The Company shall use all reasonable endeavours to procure that each of
     the Conditions is satisfied by 4th September, 1998.

3.   Document Delivery

3.1   The Company shall deliver or procure to be delivered to KB  immediately
      on execution of this Agreement:

(A)    certified copies of each of the Transaction Documents executed
       by each of the parties thereto;

(B)    six copies of the Press  Announcement,  the  Circular  and the
       Application Form initialled on behalf of the Company;

(C)    a copy  of the Working  Capital Memorandum initialled on  behalf of the
       Company;

(D)    two  signed  originals  of  the  written  verification  of the
       Accountants  to the inclusion in the Circular of the financial
       information  included in Parts IV and V of that  document  and
       the  respective  references  thereto in the forms and contexts
       included in the Circular;

(E)    two  signed  originals  of a  letter  (in  a  form  previously
       approved by KB) addressed to KB from the Directors  confirming
       that working capital available to the Group is sufficient;

(F)    four  certified  copies  of  signed   responsibility   letters
       addressed  to the Company  from each  Director and a certified
       copy  of the  letter  to the  Stock  Exchange  containing  the
       confirmations required by paragraph 5.5 of the Listing Rules;

(G)    (to the extent relied upon in executing any other  document to
       be  delivered  to KB pursuant  to this  Clause 3.1)  certified
       copies of powers of attorney executed by each Director;

(H)    a certified  copy of the  Verification  Notes  signed by or on
       behalf  of each of the  persons  stated  therein  as being the
       signatories  thereto,  together with a copy of each supporting
       document referred to therein;

(I)    a  certified  copy of the  minutes  of a meeting  of the  Board  (or of
       a duly  authorised committee   thereof) in  the  agreed  form approving,
       inter  alia,  (i) the Company's execution of this Agreement,  (ii) the
       making of the Placing and Open Offer by KB on the  Company's  behalf,
       (iii) the  Press  Announcement  and its release  by KB in  accordance 
       with  this  Agreement,  (iv) the  making  of the application to the
       London Stock Exchange for Admission;  and (v) the  Circular,
       the Application  Form and the Proxy Card and their issue to Qualifying 
       Holders and (as the case may be) potential Placees; and

(J)    a certified copy of the minutes of the meeting of the Board at
       which  any  committee  referred  to  at  Clause  3.1((I))  was
       appointed.

(K)    a  copy  of  the  Circular  certified  by a  Director  or  the
       secretary  of the  company to be a true copy of the  original)
       bearing  evidence  of  the  London  Stock  Exchange's   formal
       approval of the  Circular as listing  particulars  pursuant to
       the Listing Rules;

(L)    a letter from the Company to KB (in a form previously approved
       by  KB)  relating  to  the  declaration  required  from  KB by
       paragraph 2.8 of the Listing Rules; and

(M)    all such further information and documents (including, without
       limitation,  all  documents  specified by paragraph 7.9 of the
       Listing Rules) as KB may reasonably  require,  on or before or
       after such date,  for the purpose of assisting  the Company to
       obtain Admission or otherwise to facilitate the Open Offer and
       Placing.

3.2   KB may, in its absolute discretion, waive or vary any obligation of the
      Company under Clause 3.1 and may extend the time for delivery of any of
      the documents referred to therein.  Any waiver,  variation or extension
      may be made  subject to such terms as KB may  determine in its absolute
      discretion.

3.3   The Company undertakes to procure that:

(A)   two copies of the  Circular  shall be delivered by the Company
      to the  Registrar  of  Companies  in  England  and  Wales  for
      registration as required by section 149(1) of the FSA;

(B)   the Circular (and any  Supplementary  Prospectus) be published
      and  copies be made  available  at the  Company  Announcements
      Office of the London Stock  Exchange and elsewhere as required
      by Chapter 8 of the Listing Rules;

(C)   it  will  notify  the  information  referred  to in  paragraph
      9.10(j) of Chapter 9 of the Listing  Rules to the London Stock
      Exchange as required by such paragraph;

(D)   the  documents  stated in the Circular as being  available for
      inspection shall so be made available; and

(E)   it will  deal  with  any  change  or  matter  relating  to the
      Circular referred to in section 147(1) of the FSA which arises
      on or after the date of the Circular and prior to Admission in
      full compliance  with all applicable  provisions of Part VI of
      the FSA and paragraphs 5.14 to 5.16 of Chapter 5 and paragraph
      8.20 of  Chapter  8 of the  Listing  Particulars  (subject  to
      Clauses 9 and 10).

4.    The Placing and the Open Offer

4.1      Subject to  satisfaction  of the  Conditions  and to the other terms of
         this Agreement, KB agrees:

(A)      as agent for the Company to make the Open Offer to  Qualifying
         Shareholders  on the terms and subject to the  conditions  set
         out in the Offer Documents;

(B)      as agent for the Company to use its  reasonable  endeavours to
         procure  persons  (other than persons who would,  if they were
         existing  holders  of  Ordinary  Shares,   not  be  Qualifying
         Shareholders,  unless the Company shall  otherwise  consent in
         writing)  to  subscribe  for the New  Shares  pursuant  to the
         Placing  to the  extent  that the New  Shares are not taken up
         under the Open Offer; and

(C)      if any New  Shares  are not taken up under the Open  Offer and
         are not  otherwise  subscribed  for  pursuant to the  Placing,
         itself to subscribe for such New Shares,

         in each case at the Offer Price free of all expenses  and  otherwise on
         the terms and subject to the conditions set out in the Offer  Documents
         and this Agreement.

4.2      The Company  authorises KB to issue the Press  Announcement and subject
         to its release to make arrangements for the Placing and, in particular,
         for the  distribution of the Press  Announcement  and placing proofs of
         the  Circular  and Placing  Letters to such  persons as KB shall in its
         absolute discretion determine.
4.3      The Company  shall,  or shall procure that the Receiving  Agents shall,
         notify KB in  writing  as soon as  reasonably  practicable  (and in any
         event not later  than  10.30a.m.  on the  first  Dealing  Day after the
         Closing  Date) of the  number  of New  Shares  taken up under  the Open
         Offer,  being those Offer Shares in respect of which valid applications
         have been received in accordance  with the terms of the Open Offer (and
         have not been  rejected  in  accordance  with such terms) by the Latest
         Acceptance Time  accompanied by remittances for the full amount payable
         in respect  thereof  (other than  applications,  if any,  for which the
         relevant  remittances have been notified to the Receiving Agents by the
         Latest  Acceptance  Time  as  having  been  refused  by the  drawee  on
         presentation).  For the  avoidance  of doubt,  any New Shares which are
         taken up for the purpose of this Clause 4.3 but which are  comprised in
         an  Application  Form  which  is at  the  Latest  Acceptance  Time,  or
         thereafter may become subject to verification of identity  enquiries by
         the  Receiving   Agents  in  compliance   with  the  Money   Laundering
         Regulations  1993 or  otherwise  shall be  treated  as taken up for all
         purposes of this Agreement.

4.4      KB shall  notify  the  Receiving  Agents of the names and  registration
         details of the Placees and the number of Offer Shares to be  subscribed
         by  each  of  them  pursuant  to the  Placing  as  soon  as  reasonably
         practicable after it has been notified,  pursuant to Clause 4.3, of the
         number of New Shares not taken up and,  in any event,  by 3.00 p.m.  on
         the third  Dealing Day  immediately  following  the Closing Date and in
         default of KB so doing and such default not having being remedied by KB
         by 12  midnight  on the fifth  Dealing Day  immediately  following  the
         Closing Date the Company is hereby irrevocably authorised to treat this
         Agreement  as an  application  by KB on its  terms and  subject  to the
         Conditions for such number of New Shares.

4.5      The  Company  shall  allot  the  New  Shares  (if it has  not  done  so
         previously)  pursuant  to a  resolution  of  the  Board  or  of a  duly
         authorised  committee  thereof  as soon as  practicable  following  the
         Closing Date and the satisfaction of each of the Conditions:

(A)      in accordance with the terms of the Open Offer, to persons who
         have validly applied for New Shares under the Open Offer; and

(B)      in  accordance  with the  details  notified  to the  Receiving
         Agents  pursuant  to Clause  4.4,  to the  Placees  and/or (as
         appropriate) KB.

4.6      The  Company  shall  deliver to KB a certified  copy of the resolution
         referred to at Clause 4.5 by 4.00 p.m. on 28th August, 1998.

4.7      Subject to the Conditions and to the Company's compliance with Clauses
         4.3,  4.5 and 4.6, KB shall  transfer  or procure  the  transfer to the
         Company's account with

         of the sum equal to the aggregate  value at the Offer Price of all New
         Shares not taken up under the Open Offer (less any deduction therefrom
         made  pursuant  to Clause  6.6) in cleared  funds  for  value  on the
         Admission Date.

4.8      On  making  of  the  transfer  in  accordance  with  Clause  4.7,  KB's
         obligations under this Agreement shall cease and determine and KB shall
         have  no  further  obligations  to the  Company  under  this  Agreement
         (without  prejudice  to the  rights of the  Company  in  respect of any
         antecedent breach of this Agreement).  Such transfer shall constitute a
         complete  discharge of the Placees in respect of the amounts payable by
         them for their subscription of New Shares pursuant to the Placing.

4.9      The Company shall procure the  registration  of the persons to whom New
         Shares  are  allotted  pursuant  to Clause 4.5 as the  holders  thereof
         promptly  (without  registration fee) and shall procure that definitive
         certificates  in  respect  of the New  Shares  are  despatched  to such
         persons as soon as reasonably  practicable and, in any event, not later
         than 7th September, 1998 and that, pending such despatch,  transfers of
         New Shares are certified against the Company's register of members.

4.10     The  Company  irrevocably  appoints  KB to  act as its  agent  for  the
         purposes  of the  Placing  and the  Open  Offer  on  terms  that KB may
         exercise  all  powers,  authorities  and  discretions  on behalf of the
         Company which are necessary for or, in the reasonable opinion of KB are
         desirable for the purposes of, the Placing and/or the Open Offer.

4.11     The Company  confirms that  application  for Admission has been made to
         the London Stock Exchange in accordance with section 143 of the FSA and
         the Company  undertakes to supply all such information,  pay such fees,
         give such undertakings,  execute such documents and do or procure to be
         done all such acts or  things  as may  reasonably  be  required  by the
         London Stock Exchange to procure Admission.

4.12     The  Company  shall  give  all such  assistance  and  provide  all such
         information   as  KB  may   reasonably   require  for  the  making  and
         implementation  of the  Placing  and Open Offer and will do (or use its
         reasonable  endeavours  to  procure  to be done)  all such  things  and
         execute (or use its  reasonable  endeavours  to procure to be executed)
         all  documents  as may be  necessary  or  desirable  in the  reasonable
         opinion of KB to be done or executed by the Company or by its officers,
         employees  or agents for the making and  implementation  of the Placing
         and Open Offer.

5.     Overseas Shareholders

         The Company will,  and will use  reasonable  endeavours to procure that
         the Receiving  Agents will,  observe and comply with the  provisions in
         respect of overseas  shareholders  set out in Part III of the  Circular
         under the heading "Overseas  Shareholders" and will not knowingly allot
         New Shares to or accept a  completed  Application  Form from any person
         who is not a  Qualifying  Shareholder  without  the consent of KB, such
         consent not to be unreasonably withheld or delayed.

6.     Fee, Commissions and Expenses

6.1      The Company shall,  whether or not KB's  obligations  hereunder  become
         unconditional, pay to KB:

(A)      a fee of  (pound)750,000  for advisory  services in connection
         with the Company's raising new capital; and

(B)      in  respect  of KB's  services  described  in  Clause  4.1,  a
         commission  of 2 1/4 per cent. of the Placing Sum, of which KB
         shall apply a sum of up to 1 1/4 per cent.  of the Placing Sum
         in payment, on behalf of the Company, to Placees in accordance
         with the Placing Letters.

6.2      The amount  referred to in Clause 6.1 shall be paid  together with VAT,
         if any,  thereon  by the  Company for value on the  earlier of (i) the
         Admission  Date  and  (ii) the  date on  which  the obligations of KB
         hereunder cease and determine.

6.3      The fee and  commissions  set out in Clause 6.1 are payable  whether or
         not KB shall itself be called upon to  subscribe  any of the New Shares
         pursuant to this Agreement.

6.4      Whether or not KB's obligations under Clause 4 become  unconditional or
         this Agreement is  terminated,  the Company will pay all other expenses
         of or relating to this Agreement, the Placing, the Open Offer, securing
         Admission,  the issue of the New  Shares  and  including  (but  without
         limitation) all stamp duty and/or stamp duty reserve tax payable by any
         Placee or any other person in respect of his subscription of New Shares
         pursuant to the Placing or to the Open Offer,  Stock  Exchange  listing
         fees, registrars' and receiving agents' fees, printing, advertising and
         distribution costs, the Company's out-of-pocket expenses, the Company's
         legal, accountancy,  brokerage and other professional fees and expenses
         and the  out-of-pocket  and  reasonable  legal  expenses  of KB and all
         related VAT, and the Company will forthwith  upon request  reimburse KB
         for any such expenses for which the Company is responsible  pursuant to
         this  Clause  but which KB or (in  relation  to any such  stamp duty or
         stamp duty  reserve  tax) any Placee or other  person  subscribing  New
         Shares pursuant to the Placing or to the Open Offer may have incurred.

6.5      Where in pursuance of any  provision of  Clause 6.4  or Clause 7 a sum
         is reimbursed to KB the Company shall, in addition, pay to KB:

(A)     such amount as equals the VAT for which KB is properly  liable
        in respect of the costs or expenses  referred to at Clause 6.4
        or Clause 7 which KB is unable to reclaim as input tax from HM
        Customs and Excise by reason of:

(i)     such costs or  expenses  relating  to or  constituting
        part of the  consideration for a supply of services by
        KB to the Company which is exempt from VAT; or

(ii)    such  costs  or  expenses  constituting  disbursements
        incurred by KB as agent of the Company  (provided that
        KB procures that any  appropriate  VAT invoices naming
        the Company as recipient  of the  relevant  supply are
        issued in respect  of such items by the person  making
        the supply); and

(B)      on  receipt  of a VAT  invoice  such an amount  as equals  VAT
         properly  chargeable by KB by reason of such costs or expenses
         constituting consideration for a taxable supply of services by
         KB to the Company.

6.6    Payment of the fee and  commissions  in accordance  with Clause 6.1 and
       reimbursement  of expenses in accordance with Clause 6.4 may be made by
       deduction  thereof at KB's discretion from the amount to be transferred
       in respect of any New Shares in accordance with Clause 4.7.

7.     Indemnity

7.1    Subject to Clause 7.2, the Company  undertakes to KB, for itself and as
       agent and trustee on behalf of and for the benefit of each of the other
       KB Persons,  to keep each and every KB Person  indemnified  against all
       losses,  claims,  demands,   damages,   costs,  charges,   expenses  or
       liabilities,  (or  actions  proceedings  or  investigations  in respect
       thereof)  which such KB Person may suffer or incur or which may be made
       against such KB Person and which arise, directly or indirectly,  out of
       or in connection with:

(A)    any breach or alleged breach by the Company of this Agreement;

(B)    the carrying out or  performance  by or on behalf of KB of any
       of its  obligations or services under this Agreement or of any
       other  action   authorised  or  approved  by  the  Company  in
       connection with the Placing and/or the Open Offer;

(C)    the issue or  approval  of any  investment  advertisement  (as
       defined in the FSA) made with the Company's  prior approval in
       connection with the Placing and/or the Open Offer;

(D)    the release or despatch of the Press  Announcement  and/or the
       Offer Documents and/or any Supplementary Prospectus; or

(E)    any  failure or alleged  failure by the  Company or any of the
       Directors to comply with any legal,  statutory  or  regulatory
       requirement in relation to any of the Placing, the Open Offer,
       the allotment and/or issue of the New Shares,  the publication
       of any of the Offer  Documents and any  transaction or matters
       referred to in the Circular;

     together  with the  properly  incurred  costs and  expenses  of such KB
     Person in enforcing its rights under this Clause 7.

7.2  The  indemnity  in Clause  7.1 shall not  extend or apply to the extent
     that any  loss,  claim,  liability,  action,  demand,  cost or  expense
     referred to therein:

(A)     arises by reason of the negligence or wilful default of any KB
        Person  or  from  wilful  breach  of any KB  person's  duty or
        obligation   under   any   legal   statutory   or   regulatory
        requirement; and/or

(B)     is  suffered  or  incurred  by a KB  Person as a result of its
        having  been  required  itself  to  subscribe  for New  Shares
        pursuant to Clause 4.1,  unless such loss,  claim,  liability,
        action,  demand or expense  results from any breach or alleged
        breach by the Company of this  Agreement  (including,  for the
        avoidance of doubt, the Warranties).

7.3      All sums payable by the Company  under this Clause 7 shall be paid free
         and clear of all set-off,  counterclaims,  deductions  or  withholdings
         whatsoever  save only as may be required by law. If any such  set-offs,
         counterclaims, deductions or withholdings are required by law or if the
         United  Kingdom  Inland  Revenue or any other  taxing  authority in any
         jurisdiction   brings  into  any  charge  to  taxation   (or  into  any
         computation of income,  profits or gains for the purposes of any charge
         to  taxation)  any sum payable by the Company  under this Clause 7, the
         amount so payable  shall be grossed  up by such  amount as will  ensure
         that after such  deduction  or  withholding  or the  deduction  of such
         taxation  there  shall  remain a sum equal to the  amount  which  would
         otherwise be payable  under this Clause 7  (additional  payments  being
         made by the Company as may be necessary from time to time).

7.4      As soon as reasonably practicable and in any event within 14 days of KB
         becoming  aware of any  action or claim or other  matter in  respect of
         which  indemnity may be sought pursuant to this Clause 7, KB shall give
         notice and reasonable details thereof to the Company. In such event, KB
         shall  consult  with  the  Company  and keep the  Company  informed  in
         relation  thereto  to the  extent  reasonable  and  practicable  in the
         circumstances  subject to any requirement  imposed by any insurer of KB
         or any Affiliate.

8.     Warranties

8.1      The Company  represents  and warrants to KB in the terms of each of the
         Warranties set out in Schedule 1 and  acknowledges  that KB is entering
         into this Agreement in reliance upon each of the Warranties.

8.2      Each of the Warranties  shall be construed  separately and shall not be
         limited or  restricted  by reference to or inference  from the terms of
         any other of them or any other term of this Agreement.

8.3      Without  prejudice to Clause 10.3, the Warranties  shall remain in full
         force and effect  notwithstanding  the completion of the Placing or the
         Open Offer.

8.4      The Company undertakes to KB that it shall not do, allow or procure any
         act or omission before Admission which would constitute a breach of any
         of the  Warranties  or would make any of them untrue or  inaccurate  or
         misleading  if  repeated  by  reference  to  facts  and   circumstances
         subsisting at any time prior to Admission.

8.5      The Company shall notify KB at any time before  Admission  forthwith of
         any matter of which it becomes aware which causes any of the Warranties
         to be untrue or  inaccurate  or  misleading  in any  respect  when made
         and/or,  if any  such  Warranty  was  repeated  at any  time  prior  to
         Admission  by  reference  to  the  facts  and  circumstances   then  in
         existence,  would cause it to be untrue or  inaccurate or misleading in
         any respect.

8.6      The Company hereby  acknowledges  that neither KB nor any Affiliate has
         (except to the extent that such person has  expressly,  by signature of
         the Verification  Notes (or by the provision of any specific  assurance
         or confirmation in respect of specific  questions  contained  therein),
         taken  responsibility  for  the  accuracy  of any  part  of  the  Offer
         Documents)  been  requested  by the  Company  to carry  out any form of
         investigation  or  verification  exercise  relating to the accuracy and
         fairness  of any  information  contained  in  the  Offer  Documents  or
         otherwise  published by or on behalf of the Company in connection  with
         the  Placing  or the  Open  Offer  (this  acknowledgement  is,  for the
         avoidance  of doubt,  without  prejudice  to KB's  responsibilities  as
         sponsor  to the  Placing  and Open  Offer  and  under  the rules of the
         Securities and Futures  Authority).  The Company also acknowledges that
         the replies to the  Verification  Notes have been prepared and given by
         persons  reasonably  believed  by the Board to have the  knowledge  and
         responsibility  to enable them properly to provide such replies and, so
         far as the Company is aware,  that all such  replies have been given in
         good faith.

9.     Announcements and Agreements

9.1    The Company  shall not (and shall procure that each other Group Member)
       and KB shall not, in each case without the prior  consent in writing of
       the other (not to be  unreasonably  withheld or  delayed),  between the
       date of this Agreement and the date thirty  consecutive  days after the
       Admission Date:-

(A)    make any public  statement,  public  announcement or  communication 
       (other than the Offer Documents  and the Proxy Card)  concerning  this
       Agreement,  the Placing,  the Open  Offer,  the  securities  of the 
       Company  or any  Group  Member  which is material  or in  relation  to
       the  market  in  the  Company's  issued  Ordinary Shares,  save as may 
       strictly be required by law or the rules and  regulations of  the London
       Stock  Exchange  or  any  governmental  or  quasi-governmental
       authority or other regulatory body having  jurisdiction  over the
       Company or KB (as the case may be); or

(B)    enter into any  commitment  or agreement or  arrangement  (other than as
       envisaged in this Agreement)  or  knowingly do or permit to be done any
       other act or thing which, in any such case,  is  material in the context
       of the Placing or the Open Offer or in relation to the market in the 
       Company's  issued  Ordinary  Shares  which would  give  rise  to  any 
       obligation   for  the   Company  to  publish   any Supplementary 
       Prospectus  or for the Company or any other Group Member to make any
       announcement through or notification to the London Stock Exchange or any
       other  governmental or  quasi-governmental  authority or other 
       regulatory body having  jurisdiction  over any  Group  Member or KB or
       by virtue of any law to which  such  Group  Member or KB (as the case
       may be) is  subject  or which may (except pursuant to the exercise of
       existing  subscription  rights) involve any increase in, or obligation 
       (whether  contingent or otherwise) to allot any of,
       the  capital of the Company or any other  Group  Member,  save for the
       grant or exercise of options pursuant to an existing share option scheme.

9.2      The Company and KB undertake  so far as is  reasonably  practicable  to
         consult  with  the  other  in  relation  to  any  proposed   statement,
         announcement or communication  which either of them is required to make
         as stated in Clause 9.1 (including any  Supplementary  Prospectus)  and
         which  would,  save for this  requirement,  necessitate  a  consent  in
         accordance  with  Clause  9.1 and to  take  account  of the  reasonable
         representations  of the other in determining  the terms thereof and the
         manner in which it is made.

9.3      The Company undertakes to KB to make all such announcements  concerning
         the  Placing  and the Open Offer as shall be  necessary  to comply with
         paragraph  1 of  Chapter  9 of  the  Listing  Rules  and/or  any  other
         applicable  regulatory  or  statutory  requirement.  KB may,  following
         consultation   with  and  after  taking  into  account  the  reasonable
         representations  of the  Company,  make  any such  announcement  if the
         Company fails (in the opinion of KB acting in good faith) to fulfil its
         obligations  under this Clause promptly (but without any obligation for
         KB to do so).

10.    Termination

10.1   If KB becomes aware, at any time prior to Admission, that:-

(A)    the Company is in breach of any of its  obligations  hereunder
       or cannot  comply with any such  obligation  in each case in a
       respect which KB regards as material; or

(B)    any of the  Warranties  is or if  repeated  at any  time up to
       Admission  (by reference to the facts and  circumstances  then
       existing)  would be untrue,  inaccurate  or  misleading in any
       material respect,

         KB shall be entitled in its absolute discretion by notice in writing to
         the Company to be delivered  prior to Admission  forthwith to terminate
         its  obligations  hereunder  and the Company  shall  forthwith  make an
         announcement to the London Stock Exchange to that effect.

10.2     Cessation of and  termination of KB's  obligations  in accordance  with
         Clause 2 or this  Clause 10 shall be without  prejudice  to KB's rights
         under Clauses 6, 7, 9, 11 and 12 (which  Clauses shall continue in full
         force and effect for all  purposes)  and to the rights of each party in
         respect of any antecedent breach hereof.

10.3     The representations, warranties and undertakings set out or referred to
         in Clause 7 and in  Clause 8 shall  remain  in full  force  and  effect
         notwithstanding  Admission and/or  performance of KB of its obligations
         hereunder  and shall be in addition  to and shall not limit,  affect or
         prejudice  any other right or remedy  available  to the person in whose
         favour such representation, warranty or undertaking is made.

11.    Notices

11.1     Any notice to be given under this Agreement shall be in writing for the
         attention of the person  stated below and served  personally or sent by
         pre-paid registered mail to the respective  addresses shown above or by
         facsimile  as set out below,  or as the party  required  to receive the
         same may otherwise from time to time notify to the other:-

                       The Company                 KB
         Address:      Huntingdon Life Sciences    Kleinwort Benson Securities
                       Group plc                   Limited
                       Woolley Road                20 Fenchurch Street
                       Alconbury                   London  EC3P 3DB
                       Huntingdon
                       Cambridgeshire
                       PE17 5HS
         Facsimile:    01480 892195                0171 623 5535
         Attn:         The Company Secretary       Charles Cameron, Director

11.2 Any such notice or communication shall be deemed to have been served:

(A)    if delivered, at the time of delivery;

(B)    if posted by first class post, at 10.00 a.m.  on the second  business
       day after it was put into the post; and

(C)    if sent by facsimile, at the time of effective transmission.

11.3     In proving  such service by post it shall be  sufficient  to prove that
         the letter  containing the notice or other  communication  was properly
         addressed and  delivered or put into the post as a pre-paid  registered
         letter.  In proving  effective  transmission  by  facsimile it shall be
         sufficient to prove that the facsimile  containing such notice or other
         communication  was sent to the  appropriate  number and the appropriate
         answerback  was received at the end of the  transmission  in respect of
         the number of pages comprised in the notice or other communication.

12.    Miscellaneous

12.1     The Company  undertakes  to KB to comply with all material  obligations
         applicable to it contained or represented in the Transaction  Documents
         and to execute and/or provide or procure to be executed or provided all
         such  documents and to do or procure to be done all such other acts and
         things as KB may  reasonably  request  for the  purpose of the  Company
         complying with its obligations  under this Agreement and/or in order to
         cause  persons to acquire  New Shares  which are to be allotted to them
         pursuant to the  Placing  and/or the Open Offer  and/or this  Agreement
         with the entire right, title and interest to and in the New Shares.

12.2     The Company confirms that it has instructed the Receiving Agents to act
         as receiving agents in connection with the Placing,  the Open Offer and
         the  Extraordinary  General  Meeting  and to  perform  the  obligations
         assigned to them under the Offer  Documents  and this  Agreement and on
         terms that monies  received in respect of  applications  under the Open
         Offer shall be paid in to a separate account pending the closing of the
         Open Offer shall  thereupon held to KB's order  (provided that KB shall
         direct that such monies shall be paid from such  account in  accordance
         with the Offer Documents).

12.3     The Company confirms that, in addition to any remedy or right of action
         available under this  Agreement,  KB shall be entitled (as allottees of
         the New Shares or  otherwise) to the same remedies and rights of action
         against  the  Company  and/or the  Directors  to the same extent as any
         other  person  acquiring  any New  Shares  on the  basis  of the  Offer
         Documents and pursuant to the Open Offer.

12.4     The rights and remedies of each party under this  Agreement are without
         prejudice to any other rights and remedies available to it. No neglect,
         delay or  indulgence  on the part of any party hereto in enforcing  any
         term of this  Agreement  will be construed as a waiver and no single or
         partial exercise of any rights or remedy of any party hereto under this
         agreement will preclude or restrict the further exercise or enforcement
         of any such right or remedy.

12.5     Time shall be of the  essence of this  Agreement,  both as regards  the
         times, dates and any period mentioned herein and as to any times, dates
         and periods  which may,  by  agreement  in writing  between the parties
         hereto, be substituted for them.

12.6     This Agreement may be executed in any number of counterparts and by the
         parties  hereto on separate  counterparts,  each of which when executed
         shall  constituted  an  original,  but  all  of  which  shall  together
         constitute one and the same instrument.

12.7 This  Agreement  shall be governed by and construed in accordance  with the
laws of England.



<PAGE>



IN WITNESS  WHEREOF  this  Agreement  has been  executed by the duly authorised
signatories of the parties the day and year first above written.

SIGNED BY CHRISTOPHER CLIFFE                        )
for and   on behalf of the                          )
HUNTINGDON LIFE SCIENCES GROUP PLC )        CHRISTOPHER CLIFFE
in the presence of:                                 )

SCOTT LEONARD MORGAN
 ..............................................

Name:      SCOTT LEONARD MORGAN

Address:   SIMMONS & SIMMONS, LONDON

Occupation:



SIGNED BY CHARLES CAMERON          )
for and on behalf of               )
KLEINWORT BENSON          )        CHARLES CAMERON
LIMITED in the presence            )
of:                                )

NIGEL STEVENSON
 .............................................

Name:    NIGEL STEVENSON

Address: DRESDNER KLEINWORT BENSON, LONDON

Occupation:



<PAGE>


                                           SCHEDULE 1:
                                           Warranties

1.   Accuracy of information - Each statement of fact contained in the Press
     Announcement  and the  Circular is true and accurate in all material
     respects and is not  misleading  (by itself or in its  context)  in any
     material  respect  and each  expression  of opinion, intention  or 
     expectation  (unless  expressly  attributed  to a person  other  than the
     Directors or the Company) (including any forecast or estimate of
     dividends),  contained in the Press  Announcement  and the Circular is
     fairly  based and  honestly  held by the Directors  and has been made on
     reasonable  grounds after due and careful  consideration and there are no
     other  facts the  omission of which  would make any such  statement  of
     fact or  expression  of opinion,  intention or  expectation  false or 
     misleading in any material aspect.

2.   The New Shares - The New Shares will be allotted and issued in accordance 
     with the Offer Documents  free from all  encumbrances,  claims,  liens or
     other third party  rights of whatsoever  nature  without  any need for any
     person to  receive a report in respect of any New Shares  pursuant  to
     section 103 of the  Companies  Act 1985 or to pay any stamp duty  reserve
     tax in  respect  thereof.  The New  Shares  will rank  pari  passu in all
     respects  with the existing  issued  Ordinary  Shares  including  (save as
     stated in the Circular) the right to participate in all dividends and
     other  distributions  hereafter declared, paid made on or in respect of
     such existing Ordinary Shares .

3.   Accounts - The audited  consolidated  balance  sheets of the company and
     its  subsidiaries and the audited consolidated profit and loss account for
     the  three  successive accounting  periods  ended  30th  December  1997, 
     as set out in the  annual  report and accounts of the Company for such
     periods  (including  the notes thereon) give a true and fair  view of the
     state  of  affairs  of the  Group  as at,  and the  profits  for the
     financial  year  ended  at,  the end of  such  periods,  as  applicable,
     make  adequate provision for all liabilities,  whether actual, deferred,
     contingent or disputed,  and were prepared in accordance  with the
     accounting  policies  stated therein (save to the extent disclosed
     therein) in accordance with generally accepted  accounting  principles
     consistently  applied and all relevant  Statements of Standard Accounting
     Practice and Financial  Reporting  Standards,  and  comply  with  each
     applicable  provision  of the Companies Act 1985.

4.   Previous  announcements - In respect of all announcements made by or on
     behalf of the Company to the London  Stock  Exchange  since the date of
     publication  of the  Accounts ("previous  announcements"),  all statements
     of fact  contained therein were true and accurate in all material respects
     and not  misleading in any material respect and all expressions of opinion
     or intention or expectation  contained  therein (unless expressly
     or by  implication  attributed  to a person  other than the  Directors
     or the  Company) which are material were made on  reasonable  grounds and
     were truly and honestly held by  the  Directors  and were  fairly  based
     and there were no other  facts or which could on reasonable  enquiry have
     been known to the  Directors  the omission of which would make
     any such  statement or  expression  in any of the previous  announcements
     misleading or which  were  or  might  have  been  material  in  the 
     context  in  which  the  previous announcements were made and all previous
     announcements complied with the Listing Rules.

5.   Compliance  - The entry into this  Agreement  and the  performance  by the
     Company of its obligations hereunder or in connection therewith, including
     the offer,  allotment and issue of the New Shares in accordance with the
     Offer  Documents  and the  provisions of this  Agreement,  are  within the
     powers  of the  Company  and its  Directors  without (subject to the
     passing  of the  Resolutions)  the need for any  further  sanction  or
     consent  by the  members  of the  Company  or any class of them or any
     other person and will comply with all relevant  requirements of all
     applicable  legislation,  the Listing Rules  and all  other  applicable
     rules  and  regulations  and will not  constitute  an infringement  or
     default  of any  obligation  under  any  agreement  to which any Group
     Member  is a party  or by which  it or any of them or its or any of  their
     property  is bound  (but  limited  to  agreements  where such infringement
     or default  would have a material adverse effect on the financial position
     of the Group).

6.   Third party  authorisations - All authorisations,  approvals,  consents
     and licences  required by the Company to enter into and  complete  this
     Agreement have been unconditionally  obtained and are in full force and
     effect (save for the passing of the Resolution and Admission).

7.   Prospectus - The  Circular  contains all such  information  as,  having
     regard  to the  matters  referred  to in  section  146(3)  of the  FSA,
     investors and their professional advisers would reasonably require, and
     reasonably  expect to find there, for the purpose of making an informed
     assessment of the assets and liabilities,  financial position,  profits
     and losses and prospects of the Company and of the rights  attaching to
     the New Shares.

8.   Working  capital and  indebtedness - The Working  Capital  Memorandum and
     the statement of indebtedness  of the  Group,  which is set out in the
     Circular,  have in each case been approved by the Board (or a duly
     appointed  committee  thereof) and have been  prepared after due and 
     careful  enquiry and on the bases and  assumptions  stated in the Working
     Capital  Memorandum  which each Director  believes to be  reasonable  and,
     so far as the Directors  are aware  after  making  due and  careful
     enquiries,  there are no facts or assumptions  not set out in the Working
     Capital  Memorandum  which  ought to have been reasonably  taken  into
     account  but which have not been  taken  into account in the preparation
     of the  Working  Capital  Memorandum.  The statement  in  relation  to the
     working  capital  available to the Group set out in the Circular has been
     properly made after due and careful  enquiry and has been made after
     taking into account all relevant factors.

9.   Material  changes  - since  30th  December  1997 the  operations  of the
     Group  have been carried on in the  ordinary  and usual  course and there
     has been no material  change in the  financial  or trading  position or 
     prospects of the Group save as disclosed by the Company  through the
     Regulatory  News  Service of the London  Stock  Exchange and since
     such  relevant  date no  member  of the  Group  has made  any  material 
     acquisition  or disposal  or  agreed to make any  material  acquisition or
     disposal  of any  business, company or material  asset  other than in the
     ordinary  course of  business  nor has it made any  material  commitments
     other than in the ordinary  course of business,  and no
     contracts  have been  entered into by any Group  Member otherwise than in
     the ordinary course of business which are material for disclosure.

10.  Litigation  - Save as  disclosed  in the  Circular  no  Group  Member
     nor, so far as the Directors are aware, any person for whom a Group Member
     or any of its  subsidiaries  is or may be vicariously  liable is engaged
     in any  litigation or  arbitration  proceedings which  individually  or
     collectively  may have or have had  during the twelve months preceding the
     date of this Agreement a significant  effect on the financial  position of
     the  Group  or  are  material  for  disclosure  nor,  to  the  best  of 
     the  knowledge, information  and belief of the Directors  (having made all
     reasonable  enquiries),  are there  any  circumstances  which  may  give
     rise  to  any  such  legal  or  arbitration proceedings.

11.  Supplementary  Prospectus  -  All  statements  of fact contained in any
     Supplementary Prospectus  will be true and accurate in all material
     respects and not  misleading  and all  expressions  of opinion or
     intention  contained  therein  (unless  expressly or by implication
     attributed  to a person other than the  Directors  or the Company) will be
     made on  reasonable  grounds and will be truly and honestly held by the
     Directors  and will be  fairly  based  and  there  will be no  other facts
     known  or  which  could on reasonable enquiry  have been known to the
     Directors  the omission of which would make any such  statement or
     expression  in any such  Supplementary  Prospectus  misleading or which
     will be or might be  material.  If any  Supplementary  Prospectus is
     published, then the Circular, together with such Supplementary Prospectus,
     will contain all such information  as, having regard to the matters 
     referred to in section 146(3) of the FSA, investors and their professional
     advisers  would reasonably  require,  and reasonably expect to find there,
     for the purpose of making an  informed  assessment  of the assets
     and  liabilities,  financial  position,  profits and losses and prospects
     of the Company and of the rights attaching to the New Shares.

12.  Subscription  Agreement - No breach of the  Subscription  Agreement has
     occurred   prior  to  Admission  that  would  give  any  party  to  the
     Subscription   Agreement  the  right  to  terminate  the   Subscription
     Agreement  irrespective  of whether  any such  party  either has or has
     notified  in  writing  an  intention  to  terminate  the   Subscription
     Agreement.

13.  Verification  Notes - The  replies  given  by the  Company  and/or  the
     Directors to the  Verification  Notes have been prepared or approved by
     persons having appropriate  knowledge and responsibility to enable them
     properly to provide such replies.

14.  Insolvency - Neither the Company nor any of its  Subsidiaries has taken
     any action,  nor have any other  steps been taken or legal  proceedings
     been started or (so far as the Directors are aware) threatened  against
     the Company or any of its  subsidiaries  for its or their winding up or
     dissolution,  or for it or any of them to enter into any arrangement or
     composition  for the benefit of creditors,  or for the appointment of a
     receiver,  trustee,  administrator,  administrative receiver or similar
     officer of any of them or any of their respective properties,  revenues
     or assets.

15.  Material  contracts - All subsisting  material  contracts  entered into
     within  two years of the date of the  Circular  (other  than  contracts
     entered into in the ordinary  course of business) by the Company or any
     of its  subsidiaries  will be disclosed in the Circular and no material
     contracts  (other than those so disclosed and those entered into in the
     ordinary  course of business) will without the written consent of KB be
     varied prior to Admission.

16.  Repayment of indebtedness - Except as may be disclosed in the Circular,
     no event or circumstance  has  arisen  nor,  so far as the  Company  is
     aware,  is  about  to arise (including,  for the avoidance of doubt, 
     pursuant to the issue of the New Shares or the entry into of this 
     Agreement),  such that any  person is or,  with the giving of notice
     or the lapse of time,  would be  entitled  to  require  payment of any
     indebtedness  in respect of borrowed  monies of any Group  Member before
     its stated  maturity or to take any step to enforce any security therefor,
     no material repayment of any  indebtedness of any Group Member has been
     demanded, before its due date for repayment,  by reason of any default of
     any such Group Member and no person to whom any such  indebtedness which
     is payable on demand is owed has demanded or  threatened  to demand 
     repayment of, or to take any step to enforce any security for, such
     indebtedness.

17.  Options  - Save as  disclosed  in the  Circular,  there are in force no
     options or other  agreements  which call for the issue of, or afford to
     any  person  the  right to call  for the  issue  of any  shares  in the
     capital, or other securities, of the Company.



<PAGE>


                                   SCHEDULE 2:
                            Clause 2.1(C) Certificate

                           [Letterhead of the Company]

The Directors
Kleinwort Benson Securities Limited                [                ] 1998



Dear Sirs,

                             Placing and Open Offer

We refer to Clause  2.1(C) of a placing  and open  offer  agreement  between  us
relating to the Open Offer dated August, 1998 (the "Placing  Agreement").  Words
and expressions defined in the Placing Agreement have the same meanings herein.

We hereby confirm to you that:

(a)      each of the  Conditions  referred  to in Clause  2.1 to of the  Placing
         Agreement has been either fulfilled or waived by you in accordance with
         the terms of the Placing Agreement; and

(b)      the  Company is not aware that any of the  Warranties  was  breached or
         untrue or inaccurate or misleading in any material  respect at the date
         of the  Placing  Agreement  or  that  there  has  been  any  change  of
         circumstances  such that if repeated at the date hereof by reference to
         the facts and circumstances  subsisting at the date hereof any Warranty
         would be breached or untrue or inaccurate or misleading in any material
         respect.

                                        Yours faithfully,





                             ......................................

                                   Director, duly authorised,
                     for and on behalf of Huntingdon Life Sciences Group plc




<PAGE>


                                    CONTENTS
                                                               Page


1. Definitions and interpretation                                1


2. Conditions                                                    6


3. Document Delivery                                             7


4. The Placing and the Open Offer                                9


5. Overseas Shareholders                                        12


6. Fee, Commissions and Expenses                                12


7. Indemnity                                                    13


8. Warranties                                                   14


9. Announcements and Agreements                                 15


10. Termination                                                 16


11. Notices                                                     17


12. Miscellaneous                                               18


SCHEDULE 1: Warranties                                          21


SCHEDULE 2: Clause 2.1(C) Certificate                           25


Agreed form documents:

Application Form
Circular
Completion Board Minutes (see Clause 3.1((I)))
Placing Letters
Press Announcement
Proxy Card
Resolutions



<PAGE>







                                                               CONFORMED COPY

                              DATED 10 August, 1998







                       HUNTINGDON LIFE SCIENCES GROUP PLC






                                     - and -






                            KLEINWORT BENSON LIMITED










         --------------------------------------------------------------

                                PLACING AND OPEN
                                 OFFER AGREEMENT

         --------------------------------------------------------------











                                Slaughter and May
                              35 Basinghall Street
                                 London EC2V 5DB
                                    (ANH/HKG)