LOAN FACILITY LETTER


FROM:             Andrew Baker
                  C/o Hartill Securities
                  401 Hackensack Avenue
                  9th Floor
                  Hackensack
                  NJ  07601
                  U.S.A.

FROM:             Huntingdon Life Sciences Group plc
                  Woolley Row
                  Alconbury
                  Huntingdon
                  Cambridgeshire
                  PH17 5HS


                                                          25th September 2000

Dear Sir

I write to confirm that I will make available to Huntingdon  Life Sciences Group
Plc a loan  facility  of up to  (pound)2,000,000  on  the  following  terms  and
conditions:

1        Interpretation

         In this letter unless the context otherwise requires:

         "Business Day"

         a day (not being a Saturday or Sunday) on which banks are open for
         business in the City of London;

         "Company"

         Huntingdon Life Sciences Group;

         "Lender"

         Andrew Baker;


         "Facility"

         the loan facility of up to(pound)2,000,000.

2        Loan

2.1      Subject to the Lender  receiving  a copy of this  letter  signed by the
         Company  the  Lender  agrees  to make  available  the  Facility  to the
         Company.

2.2      The  company  may,  from time to time,  draw down any amount under the
         Facility by giving 1 Business Day's written notice to the Lender.

2.3      If required by the Lender, the Company will execute a promissory note
         in respect of the Facility.

3        Interest

3.1      From the date of drawdown, interest on the amount outstanding under the
         Facility will accrue on a daily basis after as well as before judgement
         in accordance with this paragraph 3 at the rate of 10 percent per annum
         and will be  calculated  on the basis of a year of 365  days.  Interest
         calculated in accordance with this paragraph 3.1 or paragraph 3.2 shall
         be payable quarterly in arrears.

3.2      If the Company fails to pay any interest on the relevant date, interest
         shall  accrue  on such sum  from  the due  date to the  date of  actual
         payment  (after as well as before  judgement) at the rate of 12 percent
         per annum.

4        Repayment

4.1      The Facility  shall be repayable on written  demand at any time made by
         the Lender to the Company.  Upon such written demand the Facility shall
         become immediately due and payable.

5        Payments

5.1      If any date on which an amount falls due for payment  under this letter
         is not a Business  Day,  the due date for payment  shall be extended to
         the next following Business Day. During any such extension, any default
         interest  shall  continue  to accrue at the due rate  applicable  to it
         immediately before such extension.

5.2      All payments by the Company to the Lender will be made to such account
         as the Lender specifies.

5.3      All  payments  hereunder  shall  be paid in full  without  any  set-off
         counterclaim  and free  and  clear of all  deductions  or  withholdings
         whatsoever  save only as may be required by law.  If any  deduction  or
         withholding is required by law in respect of any payment due hereunder,
         the  Company  shall  increase  the  payment  in  respect  of which  the
         deduction or withholding is required so that the net amount received by
         the Lender  after the  deduction or  withholding  shall be equal to the
         amount  which the  Lender  would have been  entitled  to receive in the
         absence of any requirement to make any deduction or withholding.

6        Demand or Notice

6.1      Any demand or notice on the Company  under this Letter shall be made in
         writing  signed by the Lender or his  representative  and may be served
         either by  personal  deliver on any officer of the Company at any place
         or by post or by hand delivery  addressed to its  registered  office or
         its place of business  last known to the Lender or by  facsimile  using
         the facsimile number last know to the Lender. Any such demand or notice
         delivered  personally shall be deemed to have been received immediately
         upon  delivery.  Service by post shall be deemed  effective on the next
         Business  Day after  posting  and  notwithstanding  that it is returned
         undelivered.  Service by  facsimile  shall be deemed to be effective on
         dispatch.  Any  notice to the  Lender  shall be made in  writing at the
         address  stated at the head of this letter or such other address as may
         be notified from time to time.

7.       General

         No  failure or delay by and of the  Lender in  exercising  any right or
         power or  privilege  in relation  to the  Facility  shall  operate as a
         waiver of such right, power or privilege.

8        Governing Law

         This letter  shall be  governed by and  construed  in  accordance  with
         English Law.


Yours faithfully


 .....................................
ANDREW BAKER


Accepted by:



 .....................................
For and on behalf of
HUNTINGDON LIFE SCIENCES GROUP PLC


Date:  25/9/00