DATED 20TH APRIL 1998




                        HUNTINGDON LIFE SCIENCES LIMITED
                                 (as mortgagor)


                                     - and -


                          NATIONAL WESTMINSTER BANK Plc
                                   (as agent)








                               EQUIPMENT MORTGAGE


















                                   WILDE SAPTE
                                  1 Fleet Place
                                 London EC4M 7WS

                               Tel. 0171 246 7000
                               Fax. 0171 246 7777
                          Ref TJF/GP/58993/BF0316896.02


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                                TABLE OF CONTENTS

Clause        Heading                                                 Page No

1.    DEFINITIONS AND INTERPRETATION......................................2
2.    COVENANTS TO PAY....................................................3
3.    MORTGAGES, ASSIGNMENTS AND FIXED CHARGES............................4
4.    NEGATIVE PLEDGE.....................................................5
5.    FURTHER ASSURANCE...................................................5
6.    REPRESENTATIONS BY THE MORTGAGOR....................................6
7.    INSURANCE...........................................................6
8.    UNDERTAKINGS BY THE MORTGAGOR.......................................7
9.    ENFORCEMENT.........................................................9
10.   REMEDIES...........................................................10
11.   APPOINTMENT OF RECEIVER............................................11
12.   POWER OF ATTORNEY..................................................13
13.   PROTECTION OF PURCHASERS...........................................14
14.   CONSOLIDATION OF ACCOUNTS AND SET-OFF..............................14
15.   CURRENCY...........................................................15
16.   APPLICATION........................................................15
17.   NOTICES............................................................15
18.   NEW ACCOUNTS.......................................................16
19.   REMEDIES CUMULATIVE ETC............................................16
20.   PROVISIONS SEVERABLE...............................................17
21.   THE AGENT'S DISCRETION.............................................17
22.   AMENDMENTS.........................................................17
23.   LAW................................................................17
24.   ASSIGNMENT.........................................................18

SCHEDULE      - THE EQUIPMENT............................................19


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THIS EQUIPMENT MORTGAGE is made on 20th April 1998

BETWEEN:

1.           HUNTINGDON LIFE SCIENCES LIMITED, a company  incorporated under the
             laws of England and Wales with registered number 1815730 having its
             registered office at Woolley Road, Alconbury,  Huntingdon, PE17 5HS
             (the "Mortgagor"); and

2.           NATIONAL  WESTMINSTER BANK Plc of 3rd Floor, Juno Court, 25 Prescot
             Street, London, E1 8BB as agent and trustee for the Secured Parties
             (the "Agent").


WHEREAS:

(A)          By a facilities  agreement (the "Facilities  Agreement")  dated 1st
             November 1995 made between (1) the Mortgagor  (2)  Huntingdon  Life
             Sciences Group Plc, (3) Huntingdon Life Sciences Inc, (together the
             "Borrowers")  (4) the Banks (as defined  therein) and the Agent (as
             amended by a letter dated 21st November 1995),  the Banks agreed to
             make available certain facilities to the Borrowers on the terms set
             out therein.

(B)          By a guarantee  dated 1st November  1995 from the  Mortgagor to the
             Agent (as agent and trustee for the Secured Parties) (as amended by
             supplemental  deeds dated 20th January 1998 and 26th February 1998)
             (the  "Guarantee"),  the Mortgagor  guaranteed the  obligations and
             liabilities  of the  Borrowers  to the  Agent,  the  Banks  and the
             Overdraft Bank (as defined below).

(C)          Pursuant to a New  Facility  Letter dated 17th March 1998 (the "New
             Facility  Letter") from the Agent as overdraft bank (the "Overdraft
             Bank") in  respect of the new  overdraft  facility  being  provided
             thereunder,  the  Mortgagor  has agreed to execute this Mortgage to
             secure the further  performance by the Mortgagor of its obligations
             to the Overdraft Bank, the Agent and the Banks under the Facilities
             Agreement,  the New Facility  Letter and the  Guarantee by charging
             the Equipment on the terms set out herein.


NOW THIS DEED WITNESSETH as follows:

1.           DEFINITIONS AND INTERPRETATION

1.1          In this Mortgage,  unless the context otherwise  requires or unless
             otherwise  defined  or  provided  for in this  Mortgage,  words and
             expressions  shall have the same  meanings as is attributed to them
             under the  Facilities  Agreement  and the New Facility  Letter.  In
             addition,  the  following  words  and  expressions  shall  have the
             respective meanings ascribed to them:

             "Facility  Rate"  means the rate of  interest  specified  in Clause
             6.1.3  of the  New  Facility  Letter  and  calculated  as  provided
             therein.

             "Documents" means all logbooks,  maintenance records, record books,
             manuals,  handbooks,   drawings,   technical  data  and  all  other
             documents  from  time  to  time of the  Mortgagor  relating  to the
             Mortgaged Property.

             "Equipment"  means the  equipment  listed in the Schedule  together
             with any  replacements or substitutes for such containers and other
             equipment.

             "Insurances" means all insurances and all policies and contracts of
             insurance  effected or procured by the  Mortgagor or the Agent from
             time to time in respect of the  Equipment  (whether  in  accordance
             with Clause 7 or otherwise)  and all claims and all moneys  payable
             thereunder (including any return of premium in respect thereof).

             "Mortgaged Property" means all and any of the Equipment, Documents,
             and the  Insurances  and  any  other  property,  assets  or  income
             assigned  by way of  mortgage  or  charged  to the  Agent  under or
             pursuant to this Mortgage.

             "Receiver" means any receiver appointed pursuant to this Mortgage.

             "Secured Obligations" means all moneys now or at any time hereafter
             becoming due or owing by the  Mortgagor  to the Secured  Parties on
             any account and all liabilities, actual or contingent, now existing
             or  hereinafter  incurred by the  Mortgagor to the Secured  Parties
             (whether due,  owing or incurred by the Mortgagor  alone or jointly
             with any other person and whether as principal or surety).

             "Secured Parties" means all and each of the Overdraft Bank, the
             Agent and the Banks.

1.2          In this Mortgage (unless otherwise provided):

             (a)         references to Clauses and Schedules are to be construed
                         as references to the Clauses of, and Schedules to, this
                         Mortgage  as  amended  or varied  from time to time and
                         references  to  sub-Clauses   shall  unless   otherwise
                         specifically  stated be construed as  references to the
                         sub-Clauses  of  the  Clause  in  which  the  reference
                         appears and  references  to this  Mortgage  include its
                         Schedules;

             (b)         references  to  any  document  or  agreement  are to be
                         construed as  references  to such document or agreement
                         as is in  force  for the  time  being  and as  amended,
                         varied, novated or supplemented from time to time;

             (c)         words importing the singular shall include the plural
                        and vice versa;

             (d)         references  to a  person  shall be  construed  so as to
                         include  that  person's   assigns  or   transferees  or
                         successors in title and shall be construed as including
                         references to an individual,  firm, partnership,  joint
                         venture, company,  corporation,  unincorporated body of
                         persons or any state or any agency thereof;

             (e)         references  to  any  statute  or  statutory   provision
                         include  any  statute  or  statutory   provision  which
                         amends, extends,  consolidates or replaces the same, or
                         which  has  been  amended,  extended,  consolidated  or
                         replaced  by the same,  and shall  include  any orders,
                         regulations,    instruments   or   other    subordinate
                         legislation made under the relevant statute;

             (f)         the  words  "other"  and   "otherwise"   shall  not  be
                         construed  ejusdem  generis  with any  foregoing  words
                         where a wider construction is possible; and

             (g)         the  words  "including"  and "in  particular"  shall be
                         construed as being by way of  illustration  or emphasis
                         only and shall not be construed as, nor shall they take
                         effect as,  limiting the  generality  of any  foregoing
                         words.


2.           COVENANTS TO PAY

2.1          The Mortgagor hereby covenants with the Agent and each of the
             other Secured Parties that it will on demand pay and discharge
             each of the Secured Obligations when due to the Agent and the
             other Secured Parties.


2.2          A  certificate  signed by an officer of the Agent or other  Secured
             Party (as the case may be) as to the money and  liabilities for the
             time being due or incurred to the Agent or any other  Secured Party
             from or by the Mortgagor  shall for all purposes (in the absence of
             manifest error) be conclusive  evidence  against and binding on the
             Mortgagor.

3.           MORTGAGES, ASSIGNMENTS AND FIXED CHARGES

3.1          The Mortgagor, as continuing security for the full payment and
             discharge on demand of the Secured Obligations, hereby assigns
             with full title guarantee absolutely to the Agent (as agent
             and trustee for the Secured Parties):

             (a)         the Equipment and the Documents;

             (b)         all right, title, benefit and interest of the Mortgagor
                         (present,  future,  actual or contingent) in and to all
                         Insurances; and

             (c)         all right, title, benefit and interest of the Mortgagor
                         (present,  future,  actual or contingent) in and to all
                         warranties and other claims under or in connection with
                         the  sale  to  and  purchase  by the  Mortgagor  of the
                         Equipment  and/or  its  condition  and  repair  and all
                         contracts and agreements relating thereto.

3.2          The  Mortgagor and to the intent that the security  hereby  created
             shall  rank as a  continuing  security  for the  full  payment  and
             discharge on demand of the Secured  Obligations hereby charges with
             full title  guarantee  to the Agent (as agent and  trustee  for the
             Secured  Parties) by way of fixed charge all its property,  rights,
             interests  and other  assets  expressed to be assigned to the Agent
             pursuant  to  Clause  3.1  above  if and to the  extent  that  such
             assignments shall be or become ineffective but without prejudice to
             any such assignments as shall continue to be effective.

3.3          The security  constituted  by or pursuant to this Mortgage shall be
             in  addition  to and  shall be  independent  of every  bill,  note,
             guarantee,  mortgage,  pledge or other  security which the Agent or
             any other  Secured  Party may at any time hold in respect of any of
             the Secured  Obligations  and it is hereby  declared  that no prior
             security  held by the Agent or any  other  Secured  Party  over the
             Mortgaged  Property or any part thereof shall merge in the security
             created hereby or pursuant hereto.


4.           NEGATIVE PLEDGE

             The  Mortgagor  hereby  covenants  that,  without the prior written
             consent  of the  Agent,  it shall not nor shall it agree or purport
             to:

             (a)         create or permit to subsist any Encumbrance  whether in
                         any such case ranking in priority to or pari passu with
                         or after the security created by this Mortgage over the
                         whole or any part of the Mortgaged Property; or

             (b)         sell,  assign,   transfer,  or  otherwise  dispose  of,
                         whether  by means of one or a  number  of  transactions
                         related or not and whether at one time or over a period
                         of  time,  the  whole  or any  part  of  the  Mortgaged
                         Property or any interest therein; or

             (c)         lease, sub-lease, hire, lend or otherwise part with the
                         possession or operational  control of all or any of the
                         Equipment; or

             (d)         do or  permit to be done any act or thing  which  might
                         jeopardise  the  rights of the  Agent in the  Mortgaged
                         Property or any part thereof and will not omit or allow
                         the omission of any act which might  prevent the rights
                         of the  Agent  in the  Mortgaged  Property  or any part
                         thereof  from  being  exercised.  In  particular,   the
                         Mortgagor covenants that it shall obtain and effect and
                         keep  effective all  permissions,  licences and permits
                         which may from time to time be required  in  connection
                         with the Mortgaged Property.


5.           FURTHER ASSURANCE

             The Mortgagor  shall from time to time, at the request of the Agent
             or any Receiver and at the Mortgagor's  cost,  execute in favour of
             the  Agent,  or as it may  direct,  such  further  or  other  legal
             assignments, transfers, mortgages, charges or other documents as in
             any such case the Agent or any Receiver shall reasonably  stipulate
             over the  Mortgaged  Property  for the purpose of more  effectively
             providing security to the Agent for the payment or discharge of the
             Secured  Obligations.  The  obligations of the Mortgagor under this
             Clause  shall be in  addition  to and not in  substitution  for the
             covenants  for further  assurance  deemed to be included  herein by
             virtue of the Law of Property (Miscellaneous Provisions) Act 1994.


6.           REPRESENTATIONS BY THE MORTGAGOR

             The Mortgagor  hereby  represents and warrants to the Agent that at
             the date of this  Mortgage  the  Mortgagor  is the sole  legal  and
             beneficial  owner of the Mortgaged  Property and that the Mortgaged
             Property is free from all Encumbrances.


7.           INSURANCE

7.1          The  Mortgagor  covenants  and agrees with the Agent  that,  at all
             times  during the  subsistence  of the security  constituted  by or
             pursuant to this Mortgage,  the Mortgagor will (as its own cost and
             expense)  cause the  Equipment to be insured and to be kept insured
             with such insurers,  in such amounts and on such terms as the Agent
             reasonably  requires to a value not less than the full  replacement
             value of the  Equipment  and  against  any  liability  for death or
             injury  to any  person  and any  loss  or  damage  to any  property
             howsoever caused or arising.

7.2          The Mortgagor further covenants and agrees with the Agent that,
             during the continuance of this Mortgage, the Mortgagor shall:

             (a)         fully  and   promptly   comply   with  all  the  terms,
                         covenants,  undertakings  and conditions of each policy
                         of insurance  relating to any part of the Equipment and
                         will not do,  consent,  agree to,  suffer or permit any
                         act or  omission  which may  invalidate  any  policy of
                         insurance  relating  to any  part of the  Equipment  or
                         render the same unenforceable in whole or in part;

             (b)         ensure  that the Agent is  included  on each  policy of
                         insurance  relating to any part of the  Equipment as an
                         additional insured with no operational interests in the
                         Equipment  with the effect that the  provisions of each
                         policy of  insurance,  except the limits on  liability,
                         shall  operate as if there were a separate  policy with
                         and  covering  each  insured and so that the  insurance
                         provided   for  the  Agent  under  the  policy  is  not
                         invalidated  by any act or  omission on the part of the
                         Mortgagor or its servants or agents;

             (c)         ensure  that all  Insurances  contain  a clause  to the
                         effect that the policy may not be terminated, cancelled
                         or  materially  altered  unless at least 30 days  prior
                         notice of the  intended  termination,  cancellation  or
                         alteration has been given to the Agent;

             (d)         hold all slips,  cover notes and contracts and policies
                         of insurance  relating to the Equipment to the order of
                         the Agent  and  shall,  on the  request  of the  Agent,
                         deliver the originals or copies thereof to the Agent;

             (e)         duly and  punctually  pay all premiums and other moneys
                         due and payable under all such  insurances as aforesaid
                         and promptly  upon request by the Agent  produce to the
                         Agent the premium receipts or other evidence of payment
                         thereof; and

             (f)         not  terminate,  cancel or amend any insurance  without
                         the prior  written  consent of the Agent (such  consent
                         not to be unreasonably withheld).

7.3          If the  Mortgagor  fails to procure  that  insurance  is  effected,
             renewed or  maintained in  accordance  with the  provisions of this
             Clause 7, the Agent  shall be  entitled,  but not  bound,  to do so
             either  in its own name or in its  name  and that of the  Mortgagor
             jointly or in the name of the Mortgagor  with an endorsement of the
             Agent's interest. The moneys expended by the Agent on so effecting,
             renewing or maintaining  any such insurance  shall be reimbursed by
             the Mortgagor to the Agent on demand and until so reimbursed  shall
             carry interest at the Facility Rate

7.4          All  claims  and  moneys  received  or  receivable  under  any such
             insurances  as  aforesaid  shall at the  direction  of the Agent be
             applied  either in making  good the loss or  damage in  respect  of
             which the same has been  received or in or towards the discharge of
             the Secured Obligations.


8.           UNDERTAKINGS BY THE MORTGAGOR

8.1          The Mortgagor hereby covenants with the Agent that until discharge
             of the security hereby created:

             (a)         the  Mortgagor  shall,  at its own  expense,  keep  the
                         Equipment and all parts of the same in good operational
                         repair and condition in all  respects,  and to that end
                         (but without  limiting the generality of the foregoing)
                         shall carry out all necessary  maintenance,  overhauls,
                         replacements  and repairs to the Equipment and all such
                         parts;

             (b)         the Mortgagor  shall,  at its own expense,  comply with
                         all  provisions  having the force of law  affecting the
                         Equipment or any of them or any parts thereof and shall
                         maintain  the same in such  condition  so as to  comply
                         with all laws and regulations of any country to or from
                         which  any of the  Equipment  is  operated  or to whose
                         jurisdiction any of the Equipment is subject;

             (c)         the Mortgagor shall not knowingly  employ or suffer the
                         employment  of any of the  Equipment for any illegal or
                         unlawful purpose;

             (d)         the Mortgagor shall keep accurate, complete and current
                         records   complying  with  the   requirements   of  any
                         applicable  regulations  from time to time in force and
                         with  the   recommendations  of  the  manufacturers  or
                         supplier of the  Equipment  and of parts of the same of
                         the  location,  use and  condition of the Equipment and
                         shall upon request provide full written details thereof
                         to the Agent;

             (e)         the  Agent  shall  have the  right  (through  agents or
                         otherwise)  at  any  time  upon  reasonable  notice  to
                         inspect  the  Equipment  and the  records to be kept in
                         accordance with Clause 8.1(d);

             (f)         the  Mortgagor  shall do all acts and  things the Agent
                         may reasonably  require to protect the Agent's interest
                         in the  Mortgaged  Property  against  the claims of any
                         other person and shall at its own cost, if requested by
                         the  Agent,  affix  to  each  item  of  Equipment  in a
                         prominent  position a durable nameplate  containing the
                         following legend:

                         "This [description of Equipment] is the subject of a
                         mortgage in favour of * dated *"

                         and the  Mortgagor  shall not  remove or  obscure  such
                         nameplates  and shall not permit such  nameplates to be
                         removed or  obscured  and shall as soon as  practicable
                         replace  any  nameplate   which  is  removed,   becomes
                         detached or is or becomes obscured.

8.2          the Mortgagor shall indemnify and keep the Agent indemnified
             against and on demand reimburse the Agent for:

             (a)         all costs and expenses of operating, insuring,
                         maintaining and repairing the  Mortgaged Property;

             (b)         all damages,  liabilities,  claims,  costs and expenses
                         whatsoever  (including financial or consequential loss)
                         which  may  at any  time  be  made  or  claimed  by the
                         Mortgagor  or  by  any  employee,   servant,  agent  or
                         sub-contractor  of the  Mortgagor or by any third party
                         or parties or by their  respective  dependants  arising
                         directly   or   indirectly   out  of  the   possession,
                         management,  storage, operation, control, use, leasing,
                         maintenance and/or repair of any of the Equipment; and

             (c)         any losses, damages or expenses which, consequent upon
                         a judgment being obtained or enforced in respect of
                         the non-payment by the Mortgagor of any amount secured
                         by this Mortgage, arises or results from any variation
                         between the date of the said amount becoming due (or
                         the date of the said judgment being obtained as the
                         case may be) and the date of actual payment thereof in
                         the rates of exchange between the currency in which
                         such amount was due and the currency in which such
                         judgment was obtained and this indemnity granted from
                         time to time and shall continue in full force and
                         effect notwithstanding any judgment in favour of the
                         Agent.

8.3          The  Mortgagor  shall  pay  to  the  Agent  on  demand  all  moneys
             whatsoever which the Agent shall expend, be put to or become liable
             for in or about  the  protection  or  maintenance  of the  security
             created by this Mortgage, or in or about the exercise of its powers
             hereunder and shall indemnify the Agent (and as a separate covenant
             any Receiver or Receivers appointed by it) against all existing and
             future rents,  taxes, rates,  duties,  fees, renewal fees, charges,
             assessments,  impositions and outgoings whatsoever (whether imposed
             by deed or  statute  or  otherwise  and  whether  in the  nature of
             capital or revenue  and even  though of a wholly  novel  character)
             which now or at any time  during the  continuance  of the  security
             constituted by or pursuant to this Mortgage are properly payable in
             respect of the  Mortgaged  Property  or any part  thereof or by the
             owner or occupier thereof.

8.4          If any such sums as are referred to in Clause 8.3 shall be paid by
             the Agent (or any Receiver or Receivers) the same shall be
             reimbursed by the Mortgagor to the Agent on demand and until so
             reimbursed shall bear interest at the Facility Rate.


9.           ENFORCEMENT

9.1          At any time after the Agent  shall have duly  served  notice on the
             Mortgagor demanding payment or discharge by the Mortgagor of all or
             any  of  the  Secured  Obligations,  in  whole  or in  part,  or if
             requested by the Mortgagor or after an application to the court has
             been made for an administration order in relation to the Mortgagor,
             the Agent may exercise  without  further  notice and without any of
             the  restrictions  contained  in section 103 of the Law of Property
             Act 1925  (whether or not it shall have  appointed a Receiver)  all
             the powers  conferred on mortgagees by the Law of Property Act 1925
             and all the powers and discretions conferred by this Mortgage.

9.2          The restriction on the right of consolidating mortgage securities
             contained in section 93 of the Law of Property Act 1925 shall not
             apply to this Mortgage.

9.3          So far as permitted by law, neither the Agent nor any Receiver
             shall, by reason of it or any Receiver entering into possession of
             any part of the Mortgaged Property when entitled so to do,
             be liable to account as mortgagee in possession or be liable for
             any loss or realisation or for any default or omission for which
             a mortgagee in possession might be liable.


10.          REMEDIES

             After the security hereby created has become enforceable, the Agent
             shall be entitled as and when it may see fit:

             (a)    to take possession of all or any part of the Mortgaged
                    Property and to enter upon  any premises where the
                    Mortgaged Property or any part thereof may be located,
                    and, where necessary for so taking possession, to
                    sever any of the Equipment which may have become a
                    fixture, PROVIDED THAT, so far as permitted by law,
                    neither the Agent nor any Receiver shall, by reason
                    of it or any Receiver entering into possession of
                    any part of the Mortgaged Property when entitled so to
                    do, be liable for any loss or realisation or for any
                    default or omission for which a mortgagee in possession
                    might be liable;

             (b)    to sell,  call in,  collect and convert  into money the
                    Mortgaged  Property or any part thereof;  to repair and
                    keep  in  repair  the   Equipment  and  to  insure  the
                    Equipment  against  loss or damage,  against such risks
                    and in such sums and in such  manner as the Agent shall
                    think fit;

             (c)    to lease, sub-lease, enter into hire and hire-purchase,
                    conditional  sale  and  other  similar   agreements  or
                    otherwise deal with any or all of the Equipment on such
                    terms at such rents and generally upon such  conditions
                    and stipulations as the Agent considers fit;

             (d)    to settle, arrange, compromise or submit to arbitration
                    any accounts,  claims, questions or disputes whatsoever
                    which  may  arise  in  connection  with  the  Mortgaged
                    Property or in any way  relating to this  security  and
                    execute  receipts,  releases  or  other  discharges  in
                    relation   thereto   and  to   bring,   take,   defend,
                    compromise,  submit to arbitration  or discontinue  any
                    actions,  suits  or  proceedings  whatsoever  civil  or
                    criminal in relation to the Mortgaged Property;

             (e)    to  appoint  a  receiver  of  all or  any  part  of the
                    Mortgaged  Property upon such terms as to  remuneration
                    and otherwise as the Agent shall deem fit;

             (f)    to recover from the Mortgagor on demand all  reasonable
                    costs,  charges,  expenses incurred or payments made by
                    the   Agent   in   connection   with   the   execution,
                    registration  or  perfection  of this  Mortgage  or the
                    exercise of any right  contained in this Mortgage or in
                    connection with the enforcement of this Mortgage; and

             (g)    to execute and do all such acts, deeds and things as to
                    the Agent  acting  reasonably  may appear  necessary or
                    proper  for or in  relation  to  any  of  the  purposes
                    aforesaid.


11.          APPOINTMENT OF RECEIVER

11.1         At any time  after  the  Agent  shall  have  served  notice  on the
             Mortgagor  demanding  the payment or discharge by the  Mortgagor of
             all or any of the Secured  Obligations,  in whole or in part, or if
             requested by the  Mortgagor or after the  application  to the court
             for an administration  order in relation to the Mortgagor under the
             Insolvency  Act 1986,  the Agent may appoint one or more persons to
             be a Receiver or  Receivers of the  Mortgaged  Property or any part
             thereof.

11.2         Subject to section 45 of the Insolvency Act 1986, the Agent may:

             (a)   remove any Receiver previously appointed hereunder; and

             (b)   appoint  another person or other persons as Receiver or
                   Receivers, either in the place of a Receiver so removed
                   or who has  otherwise  ceased to act or to act  jointly
                   with  a  Receiver  or  Receivers  previously  appointed
                   hereunder.

11.3         If at any time and by virtue of any such  appointment(s) any two or
             more  persons  shall hold office as Receivers of the same assets or
             income,  each one of such Receivers  shall be entitled  (unless the
             contrary   shall  be  stated  in  any  of  the   deed(s)  or  other
             instrument(s)  appointing  them) to  exercise  all the  powers  and
             discretions  hereby conferred on Receivers  individually and to the
             exclusion of the other or others of them.

11.4         Every  such   appointment   or  removal,   and  every   delegation,
             appointment or removal by the Agent in the exercise of any right to
             delegate its powers or to remove delegates herein contained, may be
             made in writing  under the hand of any manager or other  officer of
             the Agent.

11.5         Every Receiver shall have:

             (a)   all the powers  conferred  by the Law of  Property  Act
                   1925  on  mortgagees   in   possession   and  receivers
                   appointed under that Act;

             (b)   power in the name or on  behalf  and at the cost of the
                   Mortgagor  to exercise  all the powers and rights of an
                   absolute  owner and do or omit to do anything which the
                   Mortgagor  itself  could do and to exercise  all powers
                   conferred on the Agent under this Mortgage; and

             (c) all the powers  specified in Schedule 1 of the  Insolvency  Act
1986.

11.6         In  making  any  sale or  other  disposal  of any of the  Mortgaged
             Property in the exercise of their respective powers the Receiver or
             the Agent may require any consideration  (without  prejudice to its
             obligations  under applicable law) and may accept, as and by way of
             consideration for such sale or other disposal,  cash, shares,  loan
             capital  or  other   obligations,   including  without   limitation
             consideration  fluctuating according to or dependent upon profit or
             turnover and  consideration  the amount whereof is to be determined
             by a third party.  Any such  consideration  may be  receivable in a
             lump sum or by instalments.

11.7         All moneys  received by any Receiver  appointed under this Mortgage
             shall be applied in the following order:

             (a)         in the payment of the costs, charges and expenses of
                         and incidental to the Receiver's appointment and the
                         payment of his remuneration;

             (b)         in the payment and discharge of any outgoings  paid and
                         liabilities incurred by the Receiver in the exercise of
                         any of the powers of the Receiver;

             (c)         in   providing   for  the   matters   (other  than  the
                         remuneration  of the  Receiver)  specified in the first
                         three  paragraphs  of  section  109(8)  of  the  Law of
                         Property Act 1925;

             (d)         in or towards  payment of any debts or claims which are
                         required by law to be paid in preference to the Secured
                         Obligations  but only to the extent to which such debts
                         or claims have such preference;

             (e)         in  or  towards   the   satisfaction   of  the  Secured
                         Obligations  in  accordance  with  the  terms  of  this
                         Mortgage;   and  any  surplus  shall  be  paid  to  the
                         Mortgagor or other person entitled thereto.

             The  provisions of this Clause and Clause 11.9 shall take effect as
             and by way of variation and extension to the provisions of the said
             section 109(8), which provisions as so varied and extended shall be
             deemed incorporated herein.

11.8         Every Receiver  shall be the agent of the Mortgagor  which shall be
             solely responsible for his acts and defaults and for the payment of
             his remuneration, costs, charges and expenses.

11.9         Every Receiver shall be entitled to  remuneration  for his services
             at a reasonable  rate to be fixed by agreement  between him and the
             Agent (or, failing such agreement,  to be conclusively fixed by the
             Agent)  commensurate  with the work and  responsibilities  involved
             upon the basis of charging  from time to time adopted in accordance
             with his current  practice or the current  practice of his firm and
             without  being  limited to the maximum  rate  specified  in section
             109(6) of the Law of Property Act 1925.


12.          POWER OF ATTORNEY

12.1         The Mortgagor hereby irrevocably appoints the following, namely:

             (a)  the Agent;

             (b)  each and every person to whom the Agent shall from time
                  to time have  delegated  the  exercise  of the power of
                  attorney conferred by this Clause; and

             (c)  any Receiver appointed hereunder and for the time being
                  holding office as such;

             jointly and also  severally to be its attorney or attorneys  and in
             its name and  otherwise on its behalf to do all acts and things and
             to  sign,  seal,  execute,  deliver,  perfect  and  do  all  deeds,
             instruments,  documents,  acts and things which may be required for
             carrying out any obligation imposed on the Mortgagor by or pursuant
             to this Mortgage  (including but not limited to the  obligations of
             the Mortgagor under Clause 5 (Further  Assurance) and the statutory
             covenant referred to in such Clause),  for carrying any sale, lease
             or other  dealing by the Agent or such  Receiver  into effect,  for
             getting in the Mortgaged  Property,  and generally for enabling the
             Agent and the Receiver to exercise the respective  powers conferred
             on them by or pursuant to this  Mortgage or by law. The Agent shall
             have  full  power to  delegate  the power  conferred  on it by this
             Clause,  but no  such  delegation  shall  preclude  the  subsequent
             exercise of such power by the Agent  itself or  preclude  the Agent
             from making a subsequent  delegation  thereof to some other person;
             any such delegation may be revoked by the Agent at any time.

12.2         The power of attorney  hereby granted is as regards the Agent,  its
             delegates  and  any  such  Receiver  (and as the  Mortgagor  hereby
             acknowledges)  granted  irrevocably  and for  value  as part of the
             security   constituted  by  this  Mortgage  to  secure  proprietary
             interests  in  and  the  performance  of  obligations  owed  to the
             respective  donees within the meaning of the Powers of Attorney Act
             1971.


13.          PROTECTION OF PURCHASERS

             No purchaser or other person dealing with the Agent or its delegate
             or any  Receiver  appointed  hereunder  shall  be  bound  to see or
             inquire whether the right of the Agent or such Receiver to exercise
             any of its or his  powers has  arisen or become  exercisable  or be
             concerned  with  notice to the  contrary,  or be  concerned  to see
             whether any such  delegation by the Agent shall have lapsed for any
             reason or been revoked.


14.          CONSOLIDATION OF ACCOUNTS AND SET-OFF

             In addition to any general lien or similar rights to which they may
             be entitled by operation of law,  each Secured Party shall have the
             right at any time and without notice to the Mortgagor to set off or
             transfer any sum or sums  standing to the credit of any accounts of
             the Mortgagor with such Secured Party (whether current or otherwise
             or subject to notice) in or towards  satisfaction  of the liability
             of the  Mortgagor  to such  Secured  Party  hereunder  on any other
             account or in any other  respect.  The  liabilities  referred to in
             this Clause may be actual, contingent, primary, collateral, several
             or  joint  liabilities,  and the  accounts,  sums  and  liabilities
             referred to in this Clause may be denominated in any currency.


15.          CURRENCY

             For the purpose of or pending the  discharge  of any of the Secured
             Obligations  the Agent may,  in its sole  discretion,  convert  any
             moneys  received,  recovered or realised in any currency under this
             Mortgage  (including the proceeds of any previous  conversion under
             this Clause) from their existing  currency of denomination into any
             other  currency at such rate or rates of exchange  and at such time
             as the Agent thinks fit.


16.          APPLICATION

             The Mortgagor shall have no rights in respect of the application by
             the Secured Parties of any sums received,  recovered or realised by
             the Agent under this Mortgage.


17.          NOTICES

17.1         Without  prejudice  to any other  method of service of notices  and
             communications  provided  by law,  a demand  or notice  under  this
             Mortgage  shall be in writing  signed by an officer or agent of the
             Agent and may be  served  on the  Mortgagor  by hand,  by post,  by
             facsimile transmission or by telex at the address set out above.

17.2         A  notice  or  demand  by the  Agent or any  Bank  shall be  deemed
             received the day after  posting if sent by first class post,  or if
             sent by telex or facsimile transmission shall be deemed received at
             the time of despatch  (or if sent  outside  working  hours the next
             day).

17.3         Any notice given to the Agent shall be deemed to have been given
             only on actual receipt.


18.          NEW ACCOUNTS

             If the Agent or any other of the other Secured Parties  receives or
             is deemed to be affected by notice whether  actual or  constructive
             of any subsequent  charge or other  interest  affecting any part of
             the Mortgaged  Property  and/or the proceeds of sale thereof,  then
             the Secured  Parties  may open a new  account or accounts  with the
             Mortgagor.  If the  Secured  Parties  do not open a new  account or
             accounts they shall  nevertheless be treated as if they had done so
             at the time when the notice was, or was deemed to be,  received and
             as from that time all payments made to the Secured Parties shall be
             credited or be treated as having  been  credited to the new account
             or  accounts  and shall not  operate to reduce the amount for which
             this Mortgage is security.


19.          REMEDIES CUMULATIVE ETC.

19.1         The  rights,  powers and  remedies  provided in this  Mortgage  are
             cumulative and are not, nor are they to be construed as,  exclusive
             of any rights, powers or remedies provided by law or otherwise.

19.2         No  failure on the part of the Agent to  exercise,  or delay on its
             part  in  exercising,  any of its  respective  rights,  powers  and
             remedies  provided  by this  Mortgage or by law  (collectively  the
             "Rights") shall operate as a waiver  thereof,  nor shall any single
             or partial  waiver of any of the  Rights  preclude  any  further or
             other exercise of that one of the Rights  concerned or the exercise
             of any other of the Rights.

19.3         The Mortgagor hereby agrees to indemnify the Agent and any Receiver
             against all losses, actions,  claims, costs, charges,  expenses and
             liabilities  incurred by the Agent and by any  Receiver  (including
             any substitute  delegate attorney as aforesaid) in relation to this
             Mortgage or the Secured Obligations (including, without limitation,
             the reasonable costs, charges and expenses incurred in the carrying
             of this  Mortgage  into  effect  or in the  exercise  of any of the
             rights,  remedies and powers  conferred hereby or in the perfection
             or  enforcement  of the  security  constituted  hereby or  pursuant
             hereto or in the  perfection or  enforcement  of any other security
             for  or  guarantee  in  respect  of  the  Secured  Obligations)  or
             occasioned  by any breach by the  Mortgagor any of its covenants or
             obligations  under this Mortgage.  The Mortgagor shall so indemnify
             the Agent and any  Receiver on demand and shall pay interest on the
             sum demanded at the Facility Rate any sum so demanded together with
             any  interest,  shall be a charge  upon the  Mortgaged  Property in
             addition to the moneys hereby secured.


20.          PROVISIONS SEVERABLE

             Every  provision  contained in this Mortgage shall be severable and
             distinct from every other such provision and if at any time any one
             or  more of such  provisions  is or  becomes  invalid,  illegal  or
             unenforceable,  the validity,  legality and  enforceability  of the
             remaining such provisions shall not in any way be affected thereby.


21.          THE AGENT'S DISCRETION

21.1         Any liberty or power which may be  exercised  or any  determination
             which may be made  hereunder  by the Agent may be exercised or made
             in the absolute and unfettered  discretion of the Agent which shall
             not be under any obligation to give reasons therefor.

21.2         A  certificate  by an officer of the Agent (a) as to the amount for
             the time being due to the Agent and the other  Secured  Parties and
             (b) as to any sums  payable to the Agent  hereunder  shall (save in
             the case of manifest  error) be  conclusive  and  binding  upon the
             Mortgagor for all purposes.


22.          AMENDMENTS

             No  amendments  or waiver of any  provision of this Mortgage and no
             consent to any  departure by the Mortgagor  therefrom  shall in any
             event be  effective  unless the same shall be in writing and signed
             or  approved  in  writing  by the  Agent,  and then such  waiver or
             consent  shall be effective  only in the specific  instance and for
             the specific purpose for which it was given.


23.          LAW

             This  Mortgage is governed by and shall be construed in  accordance
             with English law.


24.          ASSIGNMENT

             If the Secured Parties or any of them sell,  assign or transfer any
             of their respective  Secured  Obligations the Secured Parties shall
             have a full and  unfettered  right to assign or otherwise  transfer
             the whole or any part of the  benefit  of this  Mortgage  to secure
             such Secured  Obligations  and the expression the "Agent"  wherever
             used  herein  shall be deemed to include  the  assignees  and other
             successors,  whether  immediate or  derivative,  of the Agent,  who
             shall be entitled to enforce and proceed upon this  Mortgage in the
             same  manner as if named  herein.  The Agent  shall be  entitled to
             disclose  any  information  concerning  the  Mortgagor  to any such
             assignee  or  other   successor  or  any  participant  or  proposed
             assignee, successor or participant.


IN WITNESS  whereof the  Mortgagor  has executed this Mortgage as a deed and the
Agent has  executed  this  Mortgage  under  hand with the  intention  that it be
delivered on the day and year first before written.


<PAGE>


                                    SCHEDULE

                                  THE EQUIPMENT








<PAGE>



EXECUTED AS A Deed by                  )
HUNTINGDON LIFE                        )
SCIENCES LIMITED                       )               Director
acting by                              )
and by                                 )               Director/Secretary




SIGNED for and on behalf of            )
NATIONAL WESTMINSTER                   )
BANK Plc                               )