Private & Confidential









                               DATED 23 JUNE 1999









                      HUNTINGDON LIFE SCIENCES LIMITED (1)

                                       and

                     HUNTINGDON LIFE SCIENCES GROUP PLC (2)





                                    AGREEMENT
                                 for the sale of
                                Freehold Property
                                    known as
                         Stamford Lodge, Altrincham Road
                             Wilmslow, Macclesfield
                            in the County of Cheshire













                                   Wragge & Co



<PAGE>






THIS AGREEMENT is made 23 June 1999

BETWEEN:



(I)      HUNTINGDON LIFE SCIENCES LIMITED (registered number 1815730)
         whose registered office is at Woolley Road Alconbury Huntingdon
         Cambridgeshire PE 18 6ES ("the Vendor")

(2)      HUNTINGDON LIFE SCIENCES GROUP PLC whose registered office is at Woolly
         Road Alconbury Huntingdon Cambridgeshire PE18 6ES ("the Purchaser")



IT IS AGREED that:

1        Interpretation

1.1      In this Agreement unless the context otherwise requires:

         (a)      words importing any gender include every gender

         (b)      words importing the singular number also include the plural
                  number and vice versa

         (c)      words importing persons include firms companies and
                  corporations and vice versa

         (d)      references to numbered clauses and schedules are to the
                  relevant numbered clause in or schedule to this Agreement

         (e)      where any obligation is undertaken by two or more persons
                  jointly those persons shall be jointly and severally liable
                  in respect of that obligation

         (f)      the headings to the clauses and schedules shall not affect
                  the interpretation



1.2      In this Agreement unless the context  otherwise  requires the following
         expressions shall have the following meanings:



(a)      "Completion" means actual completion of the sale the subject of this
         Agreement

(b)      "Completion Date" means 30 July 1999 or earlier by agreement

(c)      "Completion Money" means the Price payable on Completion

(d)      "National  Conditions"  means the  National  Conditions  of Sale  (20th
         Edition)  and  all  references  in  the  National  Conditions  to  "the
         property" shall be deemed to be references to the Property;

(e)      "Nominated  Account"  means the  Vendor's  Solicitors'  client  account
         number  0660947 at Lloyds Bank plc Colmore Row Branch  Birmingham  sort
         code 30-00-03 or such other client  account or accounts of the Vendor's
         Solicitors as they may specify

(f)      "Price" means the sum of(pound)4,250,000 (four million two hundred and
         fifty thousand pounds)

(g)      "Property" means the property described in the Transfer

(h)      "Purchaser's Solicitors" means Wragge & Co or such other solicitors as
         the Purchaser shall appoint in relation to the purchase of the Property

(i)      "Title Matters" means any covenants  easements  rights or other matters
         affecting  the Property or of which the Property has the benefit  which
         are contained or referred to in the documents listed in the Transfer

(j)      "Transfer" means the transfer of the Property by the Vendor under this
         Agreement in the form annexed to Schedule 1

(k)      "Vendor's Solicitors" means Wragge & Co of 55 Colmore Row Birmingham B3
         2AS or such other solicitors as the Vendor shall appoint in relation to
         the sale of the Property

(l)      "Working day" has the meaning given by the National Conditions (as
         amended by this Agreement)

(m)      "1994 Act" means the Law of Property (Miscellaneous Provisions) Act
         1994

2        Sale and Purchase

2.1      The Vendor will sell and the Purchaser will purchase the Property for
         the Price on the terms of  this Agreement

3.       Completion

3.1      The sale and purchase shall be completed and the Completion Money paid
         on or before 1.00p.m. on the Completion Date

3.2      The Completion Money shall be paid by electronic funds transfer to the
         Nominated Account

4.       Application of the National Conditions

4.1      The Property is sold subject to the National  Conditions so far as they
         are  not  varied  by  or  inconsistent  with  this  Agreement  and  are
         applicable to a sale by private treaty

4.2      National  Conditions 1(6), 3, 5(3), 5(4), 5(5), 6(1), 6(2), 8(4), 9(2),
         11, 15(2),  15(3),  15(4),  17, 21(2) and 21(3) shall not apply to this
         Agreement

4.3      The  prescribed  rate of interest  specified in  definition  (4) of the
         National  Conditions shall for the purposes of the National  Conditions
         be four per cent per  annum  above the Base  Lending  Rate from time to
         time of Lloyds Bank pIc

4.4      The words "but  excluding any day upon which the Land Registry would be
         open to the public but for strike lock-out or other stoppage)" shall be
         added at the end of definition (6) of the National Conditions



5.       Title

5.1      The Vendor is  registered  at HM Land  Registry  as  Proprietor  of the
         Property  with  Absolute  Title  under  Title  Number  CH410069  and is
         currently in the course of registration in respect of a small parcel of
         land to the east of Altrincham  Road under title number  CH438940 (also
         comprising  the Property) and the abstract of the Vendor' s title shall
         consist of an office copy of the subsisting entries on the Registers of
         title number  CH4l0069 and of the filed plan and copies of the Vendor's
         application to HM Land Registry in respect of that part of the Property
         pending registration under title number CH438940

5.2      The Property is sold subject to and where appropriate with the benefit
         of:

(a)      all matters  capable of registration as Local Land Charges or otherwise
         whether  registered or not and every charge,  notice,  direction order,
         restriction,  condition and other matter of whatsoever nature affecting
         the Property  capable of discovery by search or enquiry of any local or
         other  authority or statutory  undertaker  and the  Purchaser  shall be
         deemed to  purchase  with full  knowledge  thereof  whether  or not any
         search or enquiry has been made

(b)      all notices served and proposals requirements or agreements made by or
         (as the case may be) with any competent authority

(c)      all overriding interests as defined in section 70(1) of the Land
         Registration Act 1925 as amended

(d)      all matters affecting the Property which are capable of discovery by an
         inspection  of the  property  and/or by any search or  enquiry  which a
         prudent  purchaser  would make on the  acquisition  of the  Property or
         which would be made on its behalf

(e)      the Title Matters

but otherwise with vacant possession

5.3      The  Purchaser  shall  accept the Title of the  Vendor to the  Property
         which has been deduced in full to the Purchaser and shall not raise any
         requisition or objection in respect of the Title to the Property except
         in respect of matters  arising in the period  between  the date of this
         Agreement and Completion

5.4      The Purchaser is deemed to have  inspected the Property  whether or not
         the  Purchaser has in fact done so and shall be deemed to buy with full
         knowledge in all respects of the authorised use of the Property for the
         purposes of the legislation  relating to the Town and Country  Planning
         legislation

5.5      The Vendor shall sell with full title  guarantee  provided  always that
         Section  2(1)(b) of the 1994 Act shall  apply as if the words  "will at
         the  cost  of  the  person  to  whom  the  disposition  is  made"  were
         substituted for the words "will at its own cost" and the transfer shall
         expressly provide


6        Transfer

6.1      The Transfer shall be in the form attached to Schedule 1

6.2      The Purchaser  shall at the  Purchaser's  expense prepare execute stamp
         and  deliver  to the  Vendor  within  seven  days  after  Completion a
         duplicate of the Transfer

         The Vendor shall only be required to execute one Transfer of the whole
         of the Property

7        Non-Merger

7.1      The obligations of the Vendor and the Purchaser shall continue
         notwithstanding Completion insofar as they remain to be performed and
         observed

8        No Representations

8.1      This Agreement incorporates the entire contract between the parties and
         the Purchaser acknowledges that the Purchaser has not entered into this
         Agreement in reliance on any  advertisement  or other matter  issued by
         the Vendor or the Vendor' s agents or in reliance on any  statements or
         representations  made to the  Purchaser  by either  of them save  those
         written  statements of the Vendor's  Solicitors made before the date of
         this  Agreement  in  reply  to  any  written  enquiries  raised  by the
         Purchaser's Solicitors

         If there  are any  side  letters  relating  to this  transaction  it is
         expressly   agreed  that   although   they  may  have  legal  force  as
         representations  collateral  contracts or in some other way they do not
         form part of this Agreement

9        Apportionment

         The Vendor and the  Purchaser  agree the  proportion of the Price to be
         allocated  to the land  comprised  within the  Property is 100% and the
         proportion  of the  Price to be  attributed  to the  buildings  situate
         within the Property is nil.



AS WITNESS the hands of the parties

SIGNED by.............................)
for and on behalf of the Vendor        )


SIGNED by.............................)
for and on behalf of the Purchaser    )



<PAGE>


                                                  Schedule 1

                                               Form of Transfer









<PAGE>


1.  Stamp Duty


Place  "X" in the box  that  applies  and  complete  the box in the appropriate
certificate.


          I/We hereby certify that this instrument falls within category
          Instruments) Regulations 1987

          in the Schedule to the Stamp Duty (Exempt



           It is certified that the transaction effected does not form part of a
larger transaction or of a series of transactions in respect of which the
amount or value or the aggregate amount or value of the consideration exceeds
the sum of

    (pound)

2.  Title Number(s) of the Property (leave blank if not yet registered)

     CH410069     Ch438940

3.  Property

    Stamford Lodge, Altrincham Road, Wilmslow
    Parcel of Land to the east of Altrincham Road, Wilmslow

4.  Date

5.  Transferor (give full names and Company's Registered  Number if any)
    Huntingdon Life Sciences Limited whose registered office is at Woolley Road,
    Alconbury, Huntingdon, Cambridgeshire PE18 6ES (Company Registration
    No. 1815730)

6.  Transferee for entry on the register (Give full names and Company's
    Registered  Number if any; for Scottish Co.

    Huntingdon Life Sciences Group plc (Company Registration No.        )

7.  Transferee's intended address(es) for service in the U.K.
    (including postcode) for entry on the register

     Woolley Road, Alconbury, Huntingdon, Cambridgeshire PE18 6ES

8.  The Transferor transfers the property to the Transferee.

9.  Consideration (Place "X" in the box that applies.  State clearly the
    currency unit of other than sterling. If none of the boxes applies, insert
    an appropriate memorandum in the additional provisions panel.)

        The Transferor has received from the Transferee for the property the sum
        of (in words and figures)  Four  million two hundred and fifty  thousand
        pounds ((pound)4,250,000) (insert other receipt as appropriate)


    The Transfer is not for money or anything which has a monetary value

10. The Transferor transfers with (place "X" in the box which applies and
    add any modifications)

    X  Full Title Guarantee

    provide always that:
    Section 2(1)(b) of the Law of Property (Miscellaneous Provisions) Act 1994
    shall apply as if the words "will at the cost of the person to whom the
    disposition is made" were substituted for the words "will at its own cost"

11. Declaration of trust Where there is more than one transferee, place "X"
    in the appropriate box.

12. Additional Provision(s) Insert here any required or permitted statement,
    certificate or application and any



13. The Transferors and all other necessary parties should execute this transfer
    as a deed using the space below.  Forms of execution  are given in Schedule
    3 to the  Land  Registration  Rules  1925.  If  the  transfer  contains
    transferee's covenants  or  declarations  or  contains  an  application by
    them (e.g. for a restriction), it must also be executed by the Transferees.

EXECUTED as a DEED                )
by the Transferor acting by       )
two directors or one director     )
and its secretary                 )

                                  .......................................
                                  Director


                                  .......................................
                                  Director / Secretary

EXECUTED as a DEED                )
by the Transferee acting by       )
two directors or one director     )
and its secretary                 )

                                  .......................................
                                  Director



                                  .......................................
                                  Director / Secretary