DATED 24 December 1999






                       HUNTINGDON LIFE SCIENCES GROUP PLC


                                      -and-


                                 RITTLE LIMITED









                          MANAGEMENT SERVICES AGREEMENT

















                                 Charles Russell
                              8-10 New Fetter Lane
                                 London EC4A 1RS
                               Tel: 0171 203 5000
                               Fax: 0171 203 0200



<PAGE>


THIS AGREEMENT is made on  24 December 1999

BETWEEN:

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

(2)      RITTLE LIMITED whose registered office is at 55 Gower Street, London
         WC1E 6HQ (the "Consultant").

IT IS AGREED as follows:

A.       The Consultant is engaged in business offering  corporate advisory
         consultancy  services to companies
         and has considerable skill, knowledge and experience in that field.

B.       In reliance  upon that skill,  knowledge  and  experience,  the Company
         wishes  to  engage  the  Consultant  to  provide  the  services  of the
         Executive  as a  non-Executive  Director to the Business (as such terms
         are defined below) on the terms set out in this agreement.
1.       DEFINITIONS AND INTERPRETATION
1.1           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
                                    Company  but  whose   issued   equity  share
                                    capital (as defined in s744 of the Companies
                                    Act 1985) is owned as to at least 20% by the
                                    Company or one of its Subsidiaries; and

                        (a)         a Subsidiary (as defined below)

              "Board"

                       the board of directors for the time being of the Company;

              "Business"

                        the  provision  of  pre-clinical,   early  clinical  and
                        non-clinical  biological safety  evaluation  services to
                        the  pharmaceutical,   biotechnology,  agrochemical  and
                        other chemical industries;

              "Commencement Date"

                        7th September 1999

              "Executive"

                        Roger Devlin

              "Group"

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

              "Intellectual Property"

                        all  inventions  (whether  patentable  or not)  patents,
                        utility    models,    designs   (both    registered   or
                        unregistered),  copyright,  database  right,  trade  and
                        service  marks  (both   registered   and   unregistered)
                        together   with  all   rights   to  the   grant  of  and
                        applications  for the same and  including all similar or
                        analogous  rights  throughout  the world and all  future
                        rights of such nature;

              "Services"

                        means  including but not limited to, (a) attending board
                        meetings (b) being  available to consult on the business
                        affairs of the Company (c)ensuring  effective management
                        and financial probity;

              "Subsidiary"

                        means a Subsidiary within the meaning of s736 of the
                        Companies Act 1985;


              "Working Day"

                        means a day  other  than a  Saturday,  Sunday or bank or
other public holiday in England.

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

1.3      The headings in this  agreement  are for  convenience  only and shall
         not affect its  construction  or  interpretation.

1.4           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.
2.       TERM
2.1           This agreement  shall  commence with effect from the  Commencement
              Date and shall continue unless and until  terminated by either the
              Company  or the  Consultant  giving  to the  other not less than 3
              months  notice  in  writing,  at  any  time,  subject  to  earlier
              termination as provided below.
3.       SERVICES
3.1           With effect  from the  Commencement  Date,  the  Consultant  shall
              provide  the  Services to the Company and the Group and such other
              services   consistent   with  the  Services  as  the  Company  may
              reasonably require of the Consultant from time to time.
3.2      The Consultant shall provide the Services through the Executive.
3.3           The Consultant  shall procure that the Executive will make himself
              available  to the  Company at such  locations  and times as may be
              agreed between the Company and the Executive.
3.4      The Consultant shall procure that the Executive will:
3.4.1                   comply with all reasonable  directions from time to time
                        given to him in  connection  with the  provision  of the
                        Services  and  shall  keep  the  Company  and the  Board
                        regularly informed and shall give to the Company and the
                        Board such  information  regarding  the provision of the
                        Services as the Company  and/or the Board may reasonably
                        require;
3.4.2                   comply (and procure  that his spouse and minor  children
                        comply) with all applicable rules and regulations of the
                        London Stock Exchange,  the New York Stock Exchange, the
                        US  Securities  Exchange  Commission  and any  codes  of
                        conduct  of the Group for the time being in force and of
                        any other relevant regulatory authority.
3.4.3                   not  directly  or  indirectly  during the  currency  of
                        this  agreement  be employed by or perform any
                        services for or be  interested in any manner in any
                        other  business  which is or may be
                        competitive  with the  Company or the Group  except
                        with the consent in writing of the
                        Company or as holder or beneficial  owner (for
                        investment  purposes only) of any class
                        of securities in a company if those  securities  are
                        listed or dealt in on a recognised
                        investment  exchange  (as  defined by section 207 (1)
                        Finance  Services  Act 1986) and where  the  Consultant
                        and the Executive (together with the Executive's spouse,
                        children,  parents and  parents'  issue)  together
                        neither  hold nor are  beneficially
                        interested in more than five per cent of that class.
3.4.4                   keep the Company reasonably  informed of his whereabouts
                        and  telephone  number  or  other  means  by  which  the
                        Executive can be contacted easily at short notice.
3.5      The Consultant  will ensure that the Executive  completes and will
         be responsible for completing the Services including returning all
         drawings,  designs,  plans, documents,  paper, models,  materials,
         disks or any other property, in whatever format,  belonging to the
         Company, the Group and/or clients of the Company or the Group. The
         Consultant   will  also  provide  all  details  and  complete  all
         documentation and procure that the Executive  provides all details
         and completes all  documentation  which may be necessary to comply
         with clause 8 below.
4.       DUTIES OF THE CONSULTANT
4.1      The Consultant shall procure that the Executive will:
4.1.1                   perform the Services  with due  diligence  and in a safe
                        and  competent  manner  and  acquaint  himself  with and
                        comply with any working  practice's  rules or procedures
                        applicable to others (whether independent contractors or
                        employees  of  the  Company  or of  the  Group)  at  any
                        location  where the Executive is performing the Services
                        (whether or not at the Company's premises);
4.1.2                   act in and  use  his  best  endeavours  to  protect  and
                        promote  the   interests  of  the  Company  and,   where
                        consistent  with them, the Group, in accordance with the
                        general policy and directions of the Company;
4.1.3                   provide the full benefit of his knowledge, expertise and
                        skill in  connection  with the provision of the Services
                        and devote his full time, attention and abilities to the
                        Company and the Group at such times as the  Executive is
                        required  to provide  the  Services  pursuant  to clause
                        3(3).
5.       FEE
5.1           The  Company  shall  pay a fee to  the  Consultant  at a  rate  of
              (pound)20,000  per annum (plus VAT if appropriate) upon production
              of a valid  invoice  in  accordance  with  clause  5(2) below (the
              "Fee") .
5.2           The  Consultant  shall  invoice  the  Company  on the  last day of
              September 1999 and thereafter on 1st January,  1st April, 1st July
              and 1st  October  in any year for the Fee  incurred  in respect of
              that quarter.  The Company shall pay the invoice within 30 days of
              receipt.
6.       EXPENSES
6.1           The Company  shall,  in addition to payment of the fee,  reimburse
              the  Consultant,  on production of such vouchers or other evidence
              as the Company may reasonably require, any reasonable  travelling,
              other expenses  which are reasonably and properly  incurred by the
              Executive in the course of providing the Services.
6.2           The  amount  of any  expenses  shall  either  be  included  by the
              Consultant in its invoice  submitted at the end of each quarter or
              as a separate claim at the end of each month and the Company shall
              reimburse the Consultant within 30 days of receipt of the invoice.
7.       CONFIDENTIAL INFORMATION
7.1           The  Consultant  undertakes  to the Company  that  throughout  the
              period of and after the  termination  of this  agreement  it shall
              treat as  secret  and  confidential  and  shall  procure  that the
              Executive shall treat as secret and  confidential  any information
              which may be received by the Consultant, all work performed by the
              Executive in the course of providing  the Services  which comes to
              the knowledge of the Consultant and/or the Executive in the course
              of or in  connection  with  the  provision  of the  Services  (the
              "Information").
7.2           The  Consultant  also  undertakes,  and  shall  procure  that  the
              Executive  shall,  not at any time nor for any reason  disclose or
              permit to be disclosed  to any person or otherwise  make use of or
              permit  to be  made  use of the  Information  other  than  for the
              purpose of providing the Services to the Company and/or the Group.
7.3      The  restrictions  contained  in clauses  7(1) and 7(2) above shall
         cease to apply to any  Information which:
7.3.1    may come into the public  domain  otherwise  than by breach of the
         Consultant or the Executive of the
         obligations set out in this clause; or
7.3.2    is  disclosed  to the  Consultant  or the  Executive  by a third party
         who has not  received it either directly or indirectly from the
         Company; or
7.3.3    must be disclosed by any applicable law, to the extent of such
         required disclosure.
7.4      In respect of  Information  divulged to the  Consultant  or the
         Executive in the course of or for the
         purpose of  performing  services  on behalf of the  Company or the
         Group for third  parties,  the  Consultant  shall comply and shall
         procure  that the  Executive  shall  comply  with the terms of all
         undertakings given by the Company to such third parties as if such
         undertaking  were made by the Consultant  and the  Executive.  The
         Company  shall  give  to  the  Consultant  a  copy  of  each  such
         undertaking,  which  shall  be  signed  by  the  Company  and  the
         Consultant for the purpose of identification.
8.       INTELLECTUAL PROPERTY
8.1      In  consideration  of  the  payment  of one  pound  ((pound)1) receipt
         of  which  the  Consultant  hereby acknowledges:-
8.1.1    If the  Consultant  or the  Executive  makes or participates in making
         any  invention  or any design (whether  registerable  or not) or any
         work in which  copyright  and/or  design  right subsists,  in
         connection  with the  provision of the Services,  and which relates to
         or is useful in  connection  with the  Business  and/or the  business
         of the  Group,  the Consultant  shall disclose such invention, design
         or work to the Company  immediately. In the  case  of  such  an
         invention  the  Consultant  shall  give  the  Company  full
         particulars of the invention  together with all information,  data
         (in all forms and in all media)  drawings and models  embodying or
         relating to the invention and in the case
         of designs and copyright works, a copy of all such designs and works.
8.1.2    All rights in Intellectual Property which may be created
         by  each of the  Consultant  and  the  Executive  in the
         course of providing  the Services  shall be the sole and
         exclusive  property of the  Company  and the  Consultant
         hereby  assigns  and shall  procure  that the  Executive
         shall  assign  all  such  Intellectual  Property  to the
         Company by way of present  and  future  assignment  with
         full title guarantee.
8.1.3    In the case of registerable  rights the Consultant shall
         if  requested by the Company  execute and shall  procure
         that the  Executive  executes all  documents  and do all
         things which may be necessary or desirable for obtaining
         the best possible registerable protection in territories
         specified  by  the  Company,   and  in  respect  of  all
         Intellectual  Property the Consultant  shall execute and
         shall procure that the Executive  executes all documents
         and do all such things as may be  necessary or desirable
         for perfecting assignment of Intellectual Property under
         clause 8.1.2 above.
8.1.4    The Consultant hereby  irrevocably  appoints the Company
         to be its  attorney  in its  name and on its  behalf  to
         sign,   execute  any   instrument  or  do  anything  and
         generally  to use its name for the  purpose of giving to
         the  Company  and/or  the Group the full  benefit of the
         provisions  of this  clause  and in  favour of any third
         party a certificate in writing signed by any director or
         the secretary of the Company that any  instrument or act
         falls  within the  authority  conferred  by this  clause
         shall be conclusive evidence that such is the case.
9.       TERMINATION
9.1      Without prejudice to any remedy it may have against the Consultant
         for breach or  non-performance  of any provision of this agreement
         the Company may by written notice to the Consultant terminate this
         agreement with immediate effect if:
9.1.1    the Consultant or the Executive is in material  breach of any of the
         terms of this  agreement;  9.1.2 the  Consultant  is in breach of
         clause  3(2) of this agreement being at any time unable to provide the
         services  of  the   Executive,   provided  that  if  the
         Executive  is  incapacitated  by reason of  sickness  or
         injury the Company  shall not terminate  this  agreement
         until  the  Executive  has been so  incapacitated  for a
         continuous period of 13 weeks;
9.1.3    the  Consultant  or the  Executive  is guilty of serious
         misconduct  or wilful  and  persistent  neglect of their
         respective obligations under this agreement;
9.1.4    any order shall be made or effective  resolution  passed
         for  liquidation,  winding  up  or  dissolution  of  the
         Consultant   (otherwise   than   for  the   purpose   of
         reconstruction  or amalgamation on terms approved by the
         Company);
9.1.5    the Executive  becomes bankrupt or makes any composition
         or  enters  into  any  deed  of  arrangement   with  his
         creditors in  circumstances  which would have a material
         adverse  effect  on the  Company,  the  Group  or  their
         respective reputations;
9.1.6    the  Executive is convicted of any  arrestable  criminal
         offence  (other  than  an  offence  under  road  traffic
         legislation in the United Kingdom or elsewhere 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;
9.1.7    the  Executive  is  convicted  of an  offence  under the
         Companies Securities (Insider Dealing) Act 1985 or under
         any other  present  or  future  statutory  enactment  or
         regulations  relating to insider  dealings under English
         or New York law;
9.1.8    the Executive  ceases to be employed by or to have a substantial
         interest in the Consultant; 9.1.9 the Executive and/or the Consultant,
         in the reasonable opinion of the Company, act in such a way as
         to seriously jeopardise the business of the Company and/or the Group.
9.2      Upon  termination  of  this  agreement  for  whatever  reason  the
         Consultant  shall  deliver and shall  procure  that the  Executive
         delivers to the Company all books,  documents,  papers,  materials
         and other property (in whatever  format) relating to the Business,
         and/or the  business of the Group or the clients of the Company or
         the Group which may then be in its or the  Executive's  possession
         or under its or his power or control.
9.3      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 Consultant  under clause 2(1) above) terminate this
         agreement  with  immediate  effect by making a payment  in lieu of
         notice.
10.      POST-TERMINATION RESTRICTIONS
10.1     Definitions

              In this clause:
10.1.1  "Termination  Date" means the date on which the  employment  terminates;
10.1.2  "Person" includes any company, firm, organisation or other entity;
10.1.3   "Area"  means any  country  in the world  where on the  Termination
         Date the  Company  was  supplying
              services;
10.1.4        "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;
10.1.5        "Client" means any Person to whom the Company or a Group
              Company  supplied  during  the 6  months  preceding  the
              Termination  Date and with whom at any time  during such
              period the Consultant was actively involved;
10.1.6        "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 Consultant was actively involved.
10.2          The Consultant covenants with the Company that it shall not at any
              time during the continuance of this agreement or for a period of 6
              months after the termination of it solicit or endeavour to solicit
              whether  directly or indirectly any senior employee of the Company
              or a Group  Company to leave and with whom at any time  during the
              period of 6 months prior to such  termination  the  Consultant was
              actively  involved  (whether  in  breach  of the  terms  of  their
              contract or not).
10.3          The Consultant  covenants  with the  Company  that it shall not
              for a period of six  months  from the
              Termination Date in the Area:
10.3.1        canvass  or solicit  business  for  services  similar to
              those being  provided by the Company or a Group  Company
              as  at  the   Termination   Date  from  any   Client  or
              Prospective Client;
10.3.2        seek  to  do   business  or  deal  with  any  Client  or
              Prospective  Client in  respect of  services  similar to
              those being  provided by the Company or a Group  Company
              as at the Termination Date; or
10.3.3        canvass or solicit  business  from any  supplier  of the
              Company or a Group Company with whom the  Consultant 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.
10.4          The  Consultant  shall  not for a  period  of 6  months  from  the
              termination of this agreement directly or indirectly be interested
              or concerned  in any business  which is carried on in the Area and
              which is competitive or likely to be competitive with the Business
              being  carried  on at the  Termination  Date  and with  which  the
              Consultant was actively  involved during the 6 month period ending
              on the Termination Date.

         For this purpose, the Consultant is concerned in a business if:
10.4.1   he carries it on as principal or agent; or
10.4.2   he is a  partner,  director,  employee,  secondee, consultant or agent
         in, of or to any  Person  who
         carries on the business; or
10.4.3   he has any direct or  indirect  financial  interest  (as
         shareholder  or  otherwise) in any Person who carries on
         the business.
11.      NO EMPLOYMENT OR PARTNERSHIP
11.1          Nothing  contained  in this  agreement  shall be construed or have
              effect as constituting  any  relationship of employer and employee
              or  partners  or any  other  fiduciary  relationship  between  the
              Company  and  the  Consultant  or  between  the  Company  and  the
              Executive.
11.2          The  Consultant  shall  be  responsible  for  the  payment  of any
              remuneration  payable to and benefits  provided for the  Executive
              under his  contract  of  employment  or  otherwise  including  any
              National  Insurance,  income tax and any other form of taxation or
              social  security cost in respect of his  remuneration or benefits.
              The  Consultant  shall  indemnify  the  Company  and/or  any Group
              Company in respect of any such payment,  including any interest or
              penalties  imposed  on the  Company or the Group in respect of any
              payments made to the Company under this agreement.
12.      WARRANTIES

         The Consultant warrants to the Company that:
12.1     the Consultant employs the Executive;   and
12.2     the provision of the Services shall not:-
12.2.1   infringe the Intellectual Property of any third party; or
12.2.2   involve the use of  information  in breach of  obligations  owed to or
         rights held by any third party;
         and
12.2.3   the Company will not infringe the Intellectual  Property
         of any third party by the Company  exercising all of the
         rights  of  the  owner  of  the  Intellectual   Property
         assigned by the  Consultant  to the  Company  under this
         agreement; and
12.2.4   Neither the Consultant nor the Executive is bound by any
         legally  enforceable  obligations  owed to persons other
         than  the  Company  which  would   prevent   either  the
         Consultant  or the  Executive  from  complying  with the
         terms of this agreement.

13.      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 well
      intended or contemplated by the original provision.

14.    PREVIOUS AGREEMENTS

      With  effect  from  the  Commencement   Date,  all  other  agreements  and
      arrangements  between  the  Consultant  or the  Executive  and the Company
      relating to the  provision of Services by the  Consultant or the Executive
      shall cease to have effect.

15.   GRATUITIES

      The Consultant  shall not, and shall procure that the Executive shall not,
      directly or indirectly accept any commission,  discount, gratuity or other
      benefit  from  any  person  who  has  or is  likely  to  have  a  business
      relationship with the Company and/or the Group.

16.      GOVERNING LAW
16.1     This agreement shall be governed by and construed in accordance with
         English law.
16.2          The parties agree that the courts of England are to have exclusive
              jurisdiction  to settle any  dispute  which may arise out of or in
              connection  with this agreement and submit to the  jurisdiction of
              those courts.
17.      NOTICES
17.1          Any notice or other document to be served under this agreement may
              be  delivered  or sent by first  class post or telex or  facsimile
              process to the party to be served at its registered office for the
              time being.
17.2          Unless the contrary is proved,  any such notice or other  document
              shall be deemed to have been served: 17.2.1 if delivered, at the
              time of delivery; 17.2.2 if posted,  at 10.00am on the second
              Working Day after it was put into the post; or 17.2.3 if sent by
              telex or facsimile process,  at the expiration of two hours after
              the time of despatch, if despatched  before 3.00pm on any Working
              Day, and in any other case at 10.00am on the Working Day following
              the date of despatch.
17.2.4        In proving such service it shall be  sufficient to prove
              that  delivery was made or that the envelope  containing
              such notice or other document was properly addressed and
              posted  as a  pre-paid  first  class  letter or that the
              telex or facsimile  message was properly  addressed  and
              despatched as the case may be.


AS WITNESS the hands of the duly authorised  representatives  of the Company and
of the Consultant on the date first mentioned on page one.

SIGNED by                                             )
on behalf of HUNTINGDON LIFE SCIENCES GROUP PLC       )
                                                      )
in the presence of:-                                  )
Witness signature:
Name:
Address:
Occupation:


SIGNED by                                             )
on behalf of RITTLE LIMITED
in the presence of:-                                  )
Witness signature:
Name:
Address:
Occupation: