Conditional upon completion of
the cash subscription, placing
and open offer to be made by
Huntingdon Life Sciences Group Plc
in August/September 1998

                                      DATED 7th August 1998





                                    HUNTINGDON LIFE SCIENCES
                                            GROUP PLC

                                             - and -

                                          ANDREW BAKER







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

                                     EXECUTIVE'S UNDERTAKING
                              -------------------------------------












                                 Charles Russell
                              8-10 New Fetter Lane
                                     London
                                                               EC4A 1RS
                              Ref: DJSG/GXW/25407/3
                               Tel: 0171 203 5000



<PAGE>




3\050898\\GXW|LZM2001.D

THIS AGREEMENT is made on                                                  1998



<PAGE>


BETWEEN:

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

(2)      ANDREW BAKER of [
                                                         ] (the "Executive")

which  agreement is entered into in  consideration  (a) of the Company  entering
into  an  agreement  with  Focused  Healthcare   Partnership  (the  "Consultancy
Agreement") today for the provision of consultancy services (the "Services") and
(b) of the payment to the Executive of one pound ((pound)1) receipt of which the
Executive hereby acknowledges.

IT IS AGREED as follows:-

1        DEFINITIONS AND INTERPRETATION

(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

                                  (b)      a Subsidiary (as defined below);

         "Board"                  means the board of directors of the Company
                                  for the time being;

         "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 or 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;

         "Subsidiary"             means a Subsidiary within the meaning of
                                  Section 736 Companies Act 1985, as amended.

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

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

(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.

(5)      Where  appropriate,  references to the Executive include his personal
         representatives.

2        CONFIDENTIALITY

         2.1      The  Executive  is aware that in the course of  providing  the
                  Services  he  will  have  access  to  and  be  entrusted  with
                  information  in respect of the business  financing,  dealings,
                  transactions,   research  methods  and  processes,   technical
                  know-how and affairs of the Company, the Group, and of clients
                  of the Company and of the Group,  all of which  information is
                  or may be confidential.

         2.2      The Executive  undertakes to the Company that  throughout  the
                  term of the Consultancy Agreement and after the termination of
                  the  Consultancy  Agreement  the  Executive  shall  treat  all
                  information  which  may be  created  by him  or  which  may be
                  received  by him in the course of  providing  the  Services in
                  confidence  and shall not  disclose  such  information  to any
                  person or use such  information  other than for the purpose of
                  providing  the Services  PROVIDED  THAT the above  obligations
                  shall not apply to information which:-

                  2.2.1             comes into the public domain  otherwise than
                                    by the breach of the Executive's obligations
                                    under this agreement; or

                  2.2.2             is  disclosed  to the  Executive  by a third
                                    party who has not  received  it  directly or
                                    indirectly  from the  Company  or any  other
                                    Group Company; or

                  2.2.3             must be disclosed by any applicable law, to
                                    the extent of such required disclosure.

         2.3      In respect of  information  received by the  Executive  in the
                  course of or for the purpose of  performing  services to third
                  parties,  the  Executive  shall  comply  with the terms of all
                  undertakings  given by the Company and/or any Group Company to
                  such third  parties as if such  undertaking  were given by the
                  Executive.  The Company  shall give to the Executive a copy of
                  each such undertaking which shall be signed by the Company and
                  the Executive for the purpose of identification.

3        INTELLECTUAL PROPERTY

         3.1      If the Executive makes or participates in making any invention
                  or any  design  (whether  registerable  or not) or any work in
                  which copyright or database right  subsists,  in the course of
                  providing the  Services,  and which relates to or is useful in
                  connection with the business of the Company, any Group Company
                  or an Associated  Company,  the Executive  shall disclose such
                  invention,  design or work to the Company immediately.  In the
                  case of such an invention the Executive 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.

         3.2      All rights in  Intellectual  Property  which may be created by
                  the Executive in the course of providing the Services shall be
                  the  sole  and  exclusive  property  of the  Company  and  the
                  Executive hereby assigns all such Intellectual Property to the
                  Company by way of  present  and  future  assignment  with full
                  title guarantee.

         3.3      To the extent  permissible  by law, the  Executive  waives any
                  moral rights which he may have in respect of works of which he
                  is an  author  if such  works  are  created  in the  course of
                  providing the Services.

         3.4      In the case of  registerable  rights  the  Executive  shall if
                  requested  by the  Company  execute 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  Executive  shall  execute all  documents  and do all such
                  things  as  may  be  necessary  or  desirable  for  perfecting
                  assignment  of such  Intellectual  Property  under  clause 3.2
                  above.

         3.5      The Executive  hereby  irrevocably  appoints the Company to be
                  his attorney in his name to sign, execute any instrument or do
                  anything and  generally to use his/her name for the purpose of
                  giving to the Company 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.

4        OBLIGATIONS OF THE EXECUTIVE

         4.1 During the continuance of the  Consultancy  Agreement the Executive
undertakes that he will:

                  4.1.1    not  without  the prior  consent  of the  Company  be
                           concerned  or  interested   in  any  business   which
                           competes  or  conflicts  with  the  business  of  the
                           Company or any Group  Company and in respect of which
                           the Services are being provided;

                  4.1.2    disclose  to the  Board  any  interest  he has  which
                           competes or  conflicts  or which might give rise to a
                           conflict of interest with the business of the Company
                           or any Group Company;

                  4.1.3    not  participate in any discussion or decision of the
                           Board which relates to any matter in respect of which
                           the   Executive   has  a  competing  or   conflicting
                           interest;

                  4.1.4    at all times conduct  himself in the best interest of
                           the Company and the Group,  including but not limited
                           to  bringing  to  the  attention  of  the  Board  any
                           opportunity which comes to his attention and which he
                           recognises might assist in the further development of
                           the business of the Company and/or the Group.

5        POST-TERMINATION RESTRICTIONS

5.1      Definitions

         In this clause:

         5.1.1    "Termination Date" means the date on which the employment
                  terminates;

         5.1.2    "Person" includes any company, firm, organisation or other
                  entity;

         5.1.3    "Area" means any country in the world where on the Termination
                  Date the Company was supplying services;

         5.1.4    "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;

         5.1.5    "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
                  Executive   was  actively   involved  in  the  course  of  his
                  engagement;

         5.1.6    "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 Executive was actively  involved in the
                  course of his engagement.

5.2      The Executive  covenants with the Company that it shall not at any time
         during the continuance of the Consultancy  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 Executive was actively  involved
         (whether in breach of the terms of their contract or not).

5.3      The Executive covenants with the Company that it shall not for a period
         of six months from the Termination Date in the Area:

         (a)      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;

         (b)      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

         (c)      canvass or solicit  business  from any supplier of the Company
                  or a Group  Company  with  whom  the  Executive  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.

5.4      The Executive  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  Executive  was actively  involved
         during the 6 month period ending on the Termination Date.

         For this purpose, the Executive is concerned in a business if:

         (a)      he carries it on as principal or agent; or

         (b)      he is a partner, director, employee,  secondee,  consultant or
                  agent in, of or to any Person who carries on the business; or

         (c)      he  has  any  direct  or  indirect   financial   interest  (as
                  shareholder  or  otherwise)  in any Person who  carries on the
                  business.

6        WARRANTY

         6.1      The Executive warrants to the Company that:

                  6.1.1    the provision of the Services shall not:-

                           6.1.1.1  infringe the Intellectual Property of any
                           third party;

                           6.1.1.2  involve the use of  information in breach of
                           obligations owed to or rights held by any third 
                           party;

                  6.1.2    the  Company  will  not  infringe  the   Intellectual
                           Property of any third party by exercising  all of the
                           rights  of the  owner  of the  Intellectual  Property
                           assigned by the  Executive to the Company  under this
                           agreement.

                  6.1.3    The Executive is not bound by any legally enforceable
                           obligations owed to persons other than the Company or
                           the Group which  would  prevent  the  Executive  from
                           complying with the terms of this agreement.

6        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  y the  original
         provision.

7        RETURN OF PROPERTY

         7.1      The  Executive  shall  deliver to the Company on request or on
                  termination  of  the   Consultancy   Agreement  all  drawings,
                  designs, plans, documents,  paper models, materials,  disks or
                  any other  property  (in  whatever  format)  belonging  to the
                  Company, the Group and/or parties contracting with the Company
                  and/or the Group which may be acquired,  be in the  possession
                  of, or be created by the  Executive in the course of providing
                  the Services.

         7.2      The  Executive  shall,   immediately  on  termination  of  the
                  Consultancy  Agreement,  provide to the  Company  all  details
                  required to be  disclosed  pursuant to clause 3 together  with
                  all material in whatever form which  describes or embodies the
                  concepts or designs which are so disclosed.

8        LAW

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

SIGNED by CHRISTOPHER CLIFFE        )
on behalf of HUNTINGDON LIFE        )
SCIENCES GROUP PLC                  )
in the presence of:-                )



SIGNED by ANDREW BAKER              )
on behalf of FOCUSED                )
HEALTHCARE PARTNERSHIP              )
in the presence of:-                )


SIGNED by ANDREW BAKER              )
in the presence of:-                )