Private & Confidential






                               DATED 12 JULY 1999








                     HUNTINGDON LIFE SCIENCES GROUP PLC (1)

                                       and

                        J S BLOOR (TAMWORTH) LIMITED (2)





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

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

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


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                                    CONTENTS

Clause                                                         Page


1 Interpretation...................................................3

2 Sale and Purchase................................................3

3 Deposit..........................................................3

4 Completion.......................................................3

5 Application of the National Conditions...........................4

6 Title............................................................5

7 Transfer.........................................................7

8 Restrictions.....................................................7

9 Non-Merger.......................................................7

10 No Representations..............................................7

11 Value Added Tax.................................................8

12 Notices.........................................................8

13 Interest........................................................8

Schedule 1........................................................10



<PAGE>


THIS AGREEMENT is made  12 July 1999

BETWEEN:

(1)      HUNTINGDON  LIFE  SCIENCES  GROUP  PLC  whose  registered  office is at
         Woolley  Road  Alconbury  Huntingdon   Cambridgeshire  PE18  6ES  ("the
         Vendor")

(2)      J  S  BLOOR  (TAMWORTH)  LIMITED   (registered  number  2147377)  whose
         registered office is at Ashby Road Measham Swadlincote  Derbyshire DE12
         7JP ("the Purchaser")

IT IS AGREED that:

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 1st September 1999

(c)      "Completion Money" means the balance of 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 edge ellison of Rutland House
                  148 Edmund Street  Birmingham B3 2JR 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 but the Property is not sold
                  subject  to  Entry  Numbers  5, 6 and 7 of the  Proprietorship
                  Register  or  Entry  Numbers  4,  5,  6 and 7 of  the  Charges
                  Register of CH410069.

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

(k)      "VAT" means Value Added Tax and includes any future tax of a like
         nature

(l)               "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

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

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

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

Deposit

3.1      A deposit of  (pound)425,000  (four  hundred and twenty  five  thousand
         pounds)  shall be paid on exchange of this  Agreement  to the  Vendor's
         solicitors to be held as agent for the Vendor

Completion

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

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

4.3      The  Completion  Money  shall be deemed to have been  received  when
         the bank or banks to which it was
         transferred has received it

4.4      The Vendor  shall not be required to complete  before 9.30 am or after
         5.30 p.m. on a Working day nor
         at any time on a day which is not a Working day

4.5      If  Completion  occurs  after 2 p.m.  on a Working day (or at any time
         on a day which is not a Working
         day) then for the  purposes of the National  Conditions  6 7 and 8
         Completion  shall be deemed to have
         occurred at 9.30 am on the next Working day

Application of the National Conditions

5.1      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

5.2      National  Conditions  1(6),  3, 5(3),  5(4),  5(5),  6(1),  6(2), 8(4),
         11,  15(2),  15(3) shall not
         apply to this Agreement

5.3      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 plc

5.4      In National Condition 6(3) the words "In any other case" shall be
         deleted in the first line

5.5      The provisos (i) and (iii) to National Condition 7(1) shall not apply
         to this Agreement

5.6      For the  purposes of National  Conditions  6 and 7 the Vendor  shall be
         entitled in respect of the same period of time both to be paid interest
         and to enjoy the income of the Property but shall not be entitled to be
         paid interest more than once on the same sum of money

5.7      The words  "notwithstanding  that the Vendor may not have been lawfully
         entitled to allow the Purchaser  into  occupation of the Property prior
         to Completion" shall be added at the end of National Condition 8(1)(ii)

5.8      The word "not" shall be deleted from National Condition 8(3)

5.9      Where the Purchaser is allowed  access to or occupation of the Property
         prior to  Completion in order to carry out works or  installations  the
         provisions of National Conditions 8(1), 8(2) and 8(3) (as varied above)
         shall apply and in addition:

(a)               the  Purchaser  shall have no claim against the Vendor for and
                  shall indemnify the Vendor in respect of all liabilities costs
                  and expenses arising from the death of or injury to any person
                  at the Property or the loss of or damage to any property  real
                  or personal and

(b)               the Purchaser  shall upon  rescission of this Agreement if and
                  to the extent  required  in  writing by the Vendor  remove any
                  installations made by the Purchaser and reinstate the Property
                  to as  good a  state  of  repair  and  condition  as it was in
                  immediately before the Purchaser took occupation or access

5.10     The Vendor shall for the purposes of National Condition 22 be deemed to
         be ready and willing to fulfil the Vendor's own outstanding obligations
         under this Agreement  notwithstanding  that of the date of service of a
         notice  under  National  Condition  22 the Vendor may be a  contracting
         purchaser of the Property or the Property may be subject to a charge or
         mortgage which is to be discharged on Completion

5.11     In National  Conditions  22(2) and 22(3) the words "10  Working  days"
         shall be  substituted  for the
         words "16 Working days"

Title

6.1      Huntingdon  Life Sciences  Limited is registered at HM Land Registry as
         Proprietor  of the  Property  with  Absolute  Title under Title  Number
         CH410069 and is currently  pending  registration  in respect of a small
         additional piece of land under title number CH438940

6.2      Huntingdon  Life  Sciences  Limited has  contracted  to sell the
         Property to the Vendor and the Vendor
         shall procure the transfer of the Property to the Purchaser on
         Completion

6.3      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)      the Title Matters

6.4      The Property is sold with vacant possession

6.5      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

6.6      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

6.7      The Vendor shall sell with full title guarantee

6.8      The Vendor will procure at its expense the removal of Entry  Numbers 5,
         6 and 7 of the Property Register and Entry Numbers 4, 5, 6 and 7 of the
         Charges Register of title number CH410069

6.9      The Vendor will  procure at its expense  cancellation  of the  existing
         Agreements with Anthony William  Whittaker,  Michael Arthur Sachs and T
         Corniell Landscapes and Maintenance

6.10     The Vendor  will  ensure  that the Land  Certificate  for  CH438940  is
         delivered to the Purchaser if received by the Vendor or its  solicitors
         and will use all reasonable  endeavours to complete the registration of
         that title in accordance with the application it has lodged

Transfer

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

7.2      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
7.3      The Vendor shall only be required to execute one Transfer of the whole
         of the Property

Restrictions

8.1      The Purchaser shall not be entitled to assign charge or mortgage this
         Agreement

         The  Vendor  shall not be  required  to convey  transfer  or assign the
         Property to any person other than the Purchaser

Non-Merger

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

No Representations

10.1     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

10.2     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

Value Added Tax

11.1     The Vendor will not elect to waive exemption to VAT which is not
         charged on the Completion Money

12       Notices

12.1     Any notice or other  communication to be given to or made to the Vendor
         shall be addressed to the Vendor (marked for the attention of The Group
         Company  Secretary)  and delivered to its  registered  office at Woolly
         Road Alconbury Huntingdon Cambridgeshire PE18 6ES or such other address
         in England or Wales and/or marked for such other person's  attention as
         may be  notified  by the Vendor to the  Purchaser  in writing  for this
         purpose from time to time

12.2     Any notice or other  communication to be given or made to the Purchaser
         shall be addressed to the  Purchaser  (marked for the  attention of the
         Company  Secretary)  and  delivered to the address set out on page 1 or
         such other  address in  England or Wales  and/or  marked for such other
         person's attention as may be notified by the Purchaser to the Vendor in
         writing for this purpose from time to time

12.3     Any notice or other communications shall be in writing, may be by first
         class prepaid recorded  delivery post or personal  delivery and (unless
         the  contrary  shall be  proved)  shall be deemed to have been given or
         made if by first class prepaid  recorded  delivery post, 2 Working days
         after posting and if personally delivered, upon delivery

13       Interest

         Interest at the prescribed rate shall be charged on any amounts payable
         under the terms of this  Agreement  from the time at which such  amount
         becomes  payable until the time at which  payment is actually  received
         whether before or after judgment


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 in the
Instruments) Regulations 1987

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



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

CH410069     CH438940

3.  Property

Stamford Lodge, Altrincham Road, Winslow
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.

J S Bloor (Tamworth) Limited (Company Registration No. 2147377)

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

Ashby Road, Measham, Swadlincote, Derbyshire DE12 7JP


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

provided 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

Transferee's obligations:
12.1 The Transferee agrees with the Transferee and the Transferee's successors
in title shall at all times hereafter comply with the covenants, conditions
and matters referred to in the title registers of the above title number and
shall indemnify and keep indemnified the Transferor against all actions, costs,
claims, demands, losses and proceedings in respect of any non-compliance.

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

 1.  Continued from Form                        Title number(s)
     TRI                                     CH410069 and CH438940

 2.  Before each continuation, state panel to be continued, e.g. "Panel 12
continued".

 "Panel 12 continued"

 12.2 The Sub Vendor referred to in box 9 is :
      Huntingdon Life Sciences Group plc whose registered office is at Woolley
      Road, Alconbury, Huntingdon, Cambridgeshire PE17 5HS
      (Registered No. 502370).