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                                                              1998







                          (1) HUNTINGDON LIFE SCIENCES
                                     LIMITED


                                     - and -


                               (2) MARTYN SANDFORD





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

                                SERVICE AGREEMENT
                      -------------------------------------










                                 Charles Russell
                              8-10 New Fetter Lane
                                     London
                                    EC4A 1RS

                            Telephone: 0171 203 5000
                              Ref: DJSG/GXW/25407/3


<PAGE>


                                    CONTENTS
                                                                   Page

1.       DEFINITIONS AND INTERPRETATION..............................1

2.       TERM OF EMPLOYMENT..........................................2

3.       DUTIES......................................................2

4.       GRATUITIES AND CODES OF CONDUCT.............................3

5.       REMUNERATION................................................3

6.       PENSION SCHEME..............................................4

7.       OTHER BENEFITS..............................................4

8.       COMPANY CAR.................................................6

9.       EXPENSES....................................................6

10.      HOLIDAYS....................................................6

11.      ILLNESS.....................................................6

12.      RESTRICTIONS DURING EMPLOYMENT..............................7

13.      INTELLECTUAL PROPERTY.......................................8

14.      CONFIDENTIALITY............................................10

15.      TERMINATION OF EMPLOYMENT..................................11

16.      SUSPENSION.................................................12

17.      RESIGNATION AND RETURN OF COMPANY PROPERTY.................13

18.      RECONSTRUCTION OR AMALGAMATION.............................13

19.      RESTRICTIONS...............................................13

20.      SEVERABILITY...............................................16

21.      NOTICES....................................................16

22.      STATUTORY INFORMATION......................................17

23.      MISCELLANEOUS..............................................17

SCHEDULE............................................................18



<PAGE>




T H I S   A G R E E M E N T  is made on                              1998

B E T W E E N :

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

(2)   MARTYN SANDFORD of [                                ] (the "Executive").

IT IS AGREED that the Company shall employ the Executive and the Executive shall
serve the  Company  as Finance  Director,  UK  Operations,  of  Huntingdon  Life
Sciences  Group  plc  on the  following  terms  and  subject  to  the  following
conditions (the "Agreement"):



<PAGE>


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  Parent
                             but  whose  issued   equity
                             share  capital  (as defined
                             in  s744  of the  Companies
                             Act 1985) is owned as to at
                             least 20% by the  Parent or
                             one  of  its  Subsidiaries;
                             and

                    (b)      a Subsidiary (as defined below)

         "Board"             the board of directors for the time being of the
                             Parent ;

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

         "Parent"            means Huntingdon Life Sciences Group
                             plc or any  other  company  which is
                             for  the  time  being  the  ultimate
                             holding   company  of  the   Company
                             within  the  meaning  of s736 of the
                             Companies Act 1985;

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

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

(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.   TERM OF EMPLOYMENT

(1)  The employment of the Executive shall be deemed to have commenced on 1
     July 1994 and (subject to  termination as provided in clauses 11(2) and
     15 below) shall be for an indefinite  period terminable by either party
     giving to the other 12 months notice in writing.

(2)  Notwithstanding clause 2(1) above the employment of the Executive shall
     automatically terminate on the day when the Executive reaches age 65 or
     the normal  retiring age applicable to directors of the Group from time
     to time.

(3)  The  Executive  represents  and  warrants  that he is not  bound  by or
     subject to any court order, agreement, arrangement or undertaking which
     in any way restricts or prohibits him from entering into this Agreement
     or performing his duties under it.

3.  DUTIES

(1) The Executive shall during his employment under this Agreement:

    (a)  perform the duties and exercise the powers which the Board may
         from time to time  properly  assign to him in his  capacity as
         Finance  Director of UK Operations  or in connection  with the
         conduct and  management  of the business of the Company or the
         business of any Group Company  (including serving on the board
         of such Group  Company or on any other  executive  body or any
         committee of such a company); and

    (b)  do all in his  power  to  promote,  develop  and  protect  the
         business of the Company and any Group Company and at all times
         and in all respects  conform to and comply with the proper and
         reasonable directions and regulations of the Board.

(2)  The Executive  shall give to the Board such  information  regarding the
     affairs  of the  Parent  and,  where  relevant,  the  Group as it shall
     require,  and in  any  event,  report  regularly  and  keep  the  Board
     informed.

(3)  The Executive's  normal place of work shall be the Company's offices at
     Huntingdon but the Executive  shall work in any place within the United
     Kingdom  which the Board may  require  and he may be required to travel
     abroad when required by the Company for the proper  performance  of his
     duties.

(4)  If the Company  requires the Executive to work  permanently  at a place
     which  necessitates  a move from his present  home  address the Company
     will  reimburse  the Executive  for all removal  expenses  directly and
     reasonably  incurred  as a  result  of  the  Company's  requirement  in
     accordance with the Company's  relocation  policy, as from time to time
     in force.

4.   GRATUITIES AND CODES OF CONDUCT

(1)  Other than routine  hospitality  and  corporate  gifts of nominal value
     received in the ordinary  course of business,  the Executive  shall not
     directly  or  indirectly  accept any  commission,  rebate,  discount or
     gratuity  in cash or in kind  from any  person  who has or is  having a
     business relationship with any Group Company.

(2)  The  Executive  shall  comply  (and  procure  that his spouse and minor
     children shall comply) with all applicable rules and regulations of the
     London Stock Exchange,  the New York Stock Exchange,  the US Securities
     Exchange  Commission,  and any codes of  conduct  adopted  by the Group
     concerning  dealings in securities  for the time being in force and any
     other relevant regulatory authority.

5.   REMUNERATION

(1)  The Company  shall pay to the  Executive a salary at the rate of
     (pound)70,000  gross per year  inclusive of any directors' fees payable
     to him.

(2)  The  Executive's  salary shall accrue from day to day and be payable by
     equal monthly instalments in arrears on the 20th day of each month.

(3)  The  Executive's  salary  shall be  reviewed  once in every  year.  The
     undertaking  of a salary  review  does not confer a  contractual  right
     (whether  express  or  implied)  to any  increase  in  salary  and  the
     Executive acknowledges that any salary increase is at the discretion of
     the Company.

(4)  Notwithstanding  anything to the contrary in the Company's  Articles of
     Association  the salary in (1) above shall be  inclusive of any fees to
     which the Executive may be entitled as a director of the Company or any
     Group Company and the Executive shall waive his right to any such fee.

(5)  The Company may, in its  absolute  discretion,  pay to the  Executive a
     bonus of such amount  payable at such  time(s) as may from time to time
     be determined by the Board.

6.   PENSION SCHEME

(1)  The  Company  currently  operates  a  contributory  pension  scheme the
     Huntingdon Life Sciences Pension and Life Assurance Scheme of which the
     Executive  Section shall be  applicable to the Executive  (the "Pension
     Scheme").  The  Executive  has received an outline  description  of the
     terms of the Pension  Scheme in the form of [the  member's  explanatory
     booklet].  The full  terms  are set out in the  trust  deeds  and rules
     governing  the  Pension  Scheme and  includes  the  Company's  right to
     wind-up the Pension Scheme.  Copies of those documents are available to
     the Executive on request.

(2)  The  Executive  is entitled  to remain a member of the  Pension  Scheme
     subject to its terms.  The Company  shall  deduct from the  Executive's
     salary  any  contributions  payable  by him  from  time  to time to the
     Pension  Scheme  or any other  pension  scheme of the Group of which he
     becomes a member.

7.   OTHER BENEFITS

(1)  The Executive is entitled to membership of the following  schemes (each
     referred to below as an "insurance scheme"):

     (a) a  salary   continuance   on   long-term   disability
         insurance  scheme  applicable  to  employees  in  the
         Executive's  category generally  providing such cover
         for the  Executive  as the  Company  may from time to
         time notify to him;

     (b) a life  insurance  scheme  under  which a lump sum  benefit 
         shall be payable on the Executive's death while the Agreement
         continues;  the benefit of which shall be paid to such  dependants 
         of the  Executive or other  beneficiary  as the trustees of the
         scheme select at their discretion,  after  considering any
         beneficiaries  identified by the Executive in any  expression of his
         wishes  delivered to the trustees  before his death.  The benefit is
         equal to 4 times the  Executive's  basic annual salary at his death
         but basic annual  salary for this purpose  shall not exceed the 
         allowable maximum (earnings cap);

     (c) a personal accident insurance applicable to employees
         in  the   Executive's   category   generally   scheme
         providing such cover for the Executive as the Company
         may from time to time notify to him.

(2)  Benefits  under any  insurance  scheme shall be subject to the rules of
     the scheme(s) and the terms of any applicable  insurance policy and are
     conditional  upon  the  Executive  complying  with and  satisfying  any
     applicable  requirements  of the  insurers.  Copies of these  rules and
     policies and particulars of the  requirements  shall be provided to the
     Executive on request.  Provided  that the Company  shall have  complied
     with and satisfied with any requirements of the insurers  applicable to
     it, (but without  prejudice to the Company's  rights pursuant to clause
     7(4) below) the Company shall not have any liability to pay any benefit
     to the Executive under any insurance  scheme unless it receives payment
     of the benefit from the insurer under the scheme.

(3)  Any  insurance  scheme  which is  provided  for the  Executive  is also
     subject to the Company's  right to alter the cover provided or any term
     of the scheme or to cease to provide  (without  replacement) the scheme
     at any time if in the  reasonable  opinion  of the  Board  the state of
     health of the  Executive  is or becomes such that the Company is unable
     to  insure  the  benefits  under  the  scheme  at the  normal  premiums
     applicable to a person of the Executive's age.

(4)  The provision of any  insurance  scheme does not in any way prevent the
     Company from lawfully terminating this Agreement in accordance with the
     provisions in clause 15 even if to do so would deprive the Executive of
     membership of or cover under any such scheme.

8.   COMPANY CAR

     The Company  shall  provide the Executive  with a  non-pensionable  car
     allowance of (pound)750.00 gross per month.

9.   EXPENSES

     The Company shall reimburse or procure that the Executive is reimbursed
     all  reasonable   travelling   hotel  and  other  expenses  wholly  and
     necessarily incurred by him in the performance of his duties under this
     Agreement on production of  appropriate  receipts and other evidence of
     expenditure as required by the Company.

10.  HOLIDAYS

(1)  The Executive shall (in addition to the usual public and bank holidays)
     be  entitled  to 25  Working  Days  holiday  in each  holiday  year (as
     specified by the Company) to be taken at a time or times agreed between
     the Executive and the Company.

(2)  Holiday  entitlement  in one year  cannot  be  carried  forward  to any
     subsequent holiday years except by prior arrangement with the Company.

(3)  In the holiday year in which employment commences or terminates holiday
     shall accrue on a pro rata basis  (excluding  fractions of days). If on
     the  termination  of the  employment  the  Executive  has  exceeded his
     accrued  holiday  entitlement  the excess may be deducted from any sums
     owing to him. If the  Executive  has accrued  holiday  owing to him the
     Company  may at its  discretion  require  the  Executive  to  take  the
     outstanding  holiday during any notice period or make a payment in lieu
     instead.

(4)   If under  clause 16 the  Executive is not required to attend the office
      during any period of notice,  he will not accrue  holiday  during  that
      period. If the Executive's employment is terminated without notice, the
      Executive  will not be entitled to holiday pay for holiday  which would
      have accrued during the notice period had the Executive continued to be
      employed or at work (whichever is applicable) throughout that time.

11.   ILLNESS

(1)   The Executive shall continue to be paid during  sickness  absence (such
      payment to be inclusive of any  statutory  sick pay or social  security
      benefits to which he may be entitled)  for a total of up to 26 weeks in
      any 12 consecutive calendar months.

(2)   Thereafter  the  Executive  shall  continue  to be paid  salary  at the
      discretion  of the Company but so that the  Company may  terminate  the
      employment  of the Executive at any time after the end of the 26th week
      of  absence  in any 12  consecutive  calendar  months  by giving to the
      Executive not less than 3 months' notice in writing.

(3)   If the  Executive is incapable  of  performing  his duties by reason of
      injury sustained  wholly or partly as a result of negligence,  nuisance
      or breach of any  statutory  duty on the part of a third  party and the
      Executive  recovers  an  amount  by way of  compensation  for  loss  of
      earnings from that third party, he shall pay to the Company a sum equal
      to the amount  recovered  or, if less,  the  amount  paid to him by the
      Company  under clause 11(1) and/or (2) above in respect of the relevant
      period of absence as a result of that injury.

(4)   The  Company  shall be entitled  to require  the  Executive  to undergo
      examinations by a medical adviser  appointed or approved by the Company
      and the Executive  authorises  the medical  adviser and/or will provide
      such  consents as are  necessary to disclose to the Company the results
      of such examinations.

12.   RESTRICTIONS DURING EMPLOYMENT

(1)   During the  continuance  of his  employment  under this  Agreement  the
      Executive  shall unless  prevented by incapacity  devote his whole time
      and  attention  to the  business of the Company and the Group and shall
      not without the prior written consent of the Board:

       (a)  engage in any other  business  (other  than  charity  or other
            unpaid  work in the nature of a hobby  which does not  detract
            from the Executive's performance of his duties); or

       (b)  be concerned or interested in any other  business of a similar
            nature to or  competitive  with that carried on by the Company
            or any Group Company; or

       (c)  solicit  the custom of,  canvass,  approach  or deal with,  in
            competition with the Company or any Group Company,  any person
            (including any company, firm, organisation or other entity) to
            whom the  Company or any Group  Company  supplies  services or
            with whom the Company or any Group Company is in  negotiations
            or discussions regarding the possible supply of services; or

       (d)  discourage  any such  person  referred to in clause 12 (1) (c)
            above from  conducting or continuing to conduct  business with
            the Company or any Group  Company on the best terms  available
            to the Company or any Group Company; or

       (e)  induce or attempt to induce any director or senior employee of
            the Company or any Group  Company and with whom the  Executive
            has  material  dealings  in the course of his  employment,  to
            leave the employment of the Company or any Group Company

    provided that nothing in this clause shall  preclude the Executive from
    holding or being otherwise interested in any shares or other securities
    of any company which is quoted on any  recognised  investment  exchange
    (as defined by section 207(1)  Financial  Services Act 1986) so long as
    the interest of the Executive in such shares or other  securities  does
    not  extend  to more  than 5% of the  total  amount  of such  shares or
    securities.

(2) If during his employment under this Agreement the Executive shall cease
    to be a director of the Parent  (otherwise than by reason of his death,
    resignation or disqualification pursuant to the articles of association
    of the Parent or by statute or court order or under clause 15(2) below)
    his employment  shall  continue and the terms of this Agreement  (other
    than  those  relating  to the  holding  of  office of  director)  shall
    continue  in full  force and  effect  and the  Executive  shall have no
    claims  against  the Parent or the Company in respect of his ceasing to
    be a director.

13.  INTELLECTUAL PROPERTY

(1)  If the Executive makes, or if the Executive participates in making, any
     invention,  any design  (whether  registerable  or not), or any work in
     which copyright  and/or database right subsists and which relates to or
     is useful in connection with the business of the Company, the Parent or
     of any  Associated  Company  the  Executive  shall  disclose  it to the
     Company  immediately,  whether or not it is the property of the Company
     and:-

     (a)  in the case of an invention 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,  irrespective  of the nature of the
          invention or when it was made; and

     (b)  in the case of designs or copyright works, a copy of all such designs
          and works;

          and,  in  addition,  the  Company  may call for the same to be
          delivered  forthwith to an  authorised  representative  at any
          time.

(2)  If an  invention  made by the  Executive is the property of the Company
     under  Section 39 Patents  Act 1977 the  Executive  shall  execute  all
     documents  and do all things which may be  necessary  or desirable  for
     obtaining the best possible patent, utility model or similar protection
     for  the  invention  ("Protection")  in  territories  specified  by the
     Company and the Executive hereby assigns to the Company with full title
     guarantee all his or her rights to the  invention and all  applications
     for  Protection  and to the  grant of  Protection  in  respect  of that
     invention and shall execute all documents and do all such things as may
     be necessary or desirable for  perfecting  the assignment and obtaining
     registration of it in all territories in the name of the Company.

(3)  Notwithstanding  clause  13(2)  the  Company  shall  not be  under  any
     obligation to apply for  Protection in respect of any invention made by
     the Executive.

(4)  If any  invention is the  property of the  Executive  under  Section 39
     Patents  Act 1977 and  relates to or is useful in  connection  with the
     business or any product or service of the Company, the Parent or of any
     Associated  Company the Executive  shall not grant a licence or execute
     an assignment in respect of that  invention to any other person without
     first  offering  to grant a licence or execute  an  assignment  for the
     benefit of the Company on terms no less  favourable  than those offered
     to the third party,  and the Company shall have fifteen working days in
     which to accept or reject the offer.

(5)  If during the course of his or her work for the Company (whether in the
     course of normal duties or not and whether or not during normal working
     hours) the Executive makes, or participates in the making of any design
     (whether  registrable  or not) or any  work in which  copyright  and/or
     database  right  subsists the Executive  hereby  assigns to the Company
     with full title  guarantee  and,  where  appropriate,  by way of future
     assignment,  all such rights for the full term thereof  throughout  the
     world,  provided that the assignment  shall not extend to those designs
     or works which are created by the Executive  wholly  outside his or her
     normal  working  hours and wholly  unconcerned  with his or her service
     under this Agreement.

(6)  In the case of designs and copyright which are registrable  anywhere in
     the world the  Executive  shall execute all documents and do all things
     which are  necessary  or  desirable  for  obtaining  the best  possible
     registration in respect of such rights in territories  specified by the
     Company and shall  assign to the Company such rights as are not already
     held by the Company in all subsequent  registrations  and  applications
     for registration.

(7) The  Executive  hereby  irrevocably  appoints  the  Company  to be  the
    Executive's  attorney  in his or her name and on his or her  behalf  to
    sign or execute any  document or do anything  and  generally to use the
    Executive's  name for the  purpose  of giving to the  Company  the full
    benefit of the  provisions of this clause 13 and in favour of any third
    party a certificate  in writing signed by any director or the secretary
    of the  Company  that any  document or act falls  within the  authority
    conferred by this clause shall be conclusive  evidence that that is the
    case.

(8) The Executive waives all moral rights (whether arising under Chapter IV
    of the  Copyright  Designs and Patents  Act 1988 or  otherwise,  to the
    extent permissible under the relevant legislation in each jurisdiction)
    in works to which clause 13(5) applies.

(9) The  Executive  warrants  that he or she is not  bound  by any  legally
    enforceable  obligations  owed to persons  other than the Company which
    would  prevent  the  Executive  from  complying  with the terms of this
    Agreement and the Executive  shall not without  proper  licence use any
    inventions  or  information  in  breach  of  rights  owed to or held by
    persons  other  than the  Company or copy or adapt  copyright  works or
    designs owned by persons other than the Company.

(10)   All the  provisions of this clause 13 shall survive  termination of the
       Executive's   employment   insofar  as  they   relate  to   inventions,
       information, designs and works in which copyright and/or database right
       subsists which were created before termination.

14.    CONFIDENTIALITY

(1)    The  Executive  shall not  (except  in the  proper  performance  of his
       duties)  during or after his employment has ended divulge to any person
       or otherwise make use of (and shall use his best  endeavours to prevent
       the  publication or disclosure of) any trade secret or secret  research
       process or any  confidential  information  concerning  the  business or
       finances of the Company or any Group  Company or any of their  dealings
       transactions or affairs or any trade secret or secret research  process
       or any such confidential information concerning any of their suppliers,
       agents, distributors or clients.

(2)    Confidential   information  includes,   but  is  not  limited  to:  any
       information of a secret,  confidential or private nature,  in any form,
       concerning the business,  accounts,  finances, customer lists, research
       projects,  pricing and/or discount  policy,  future business  strategy,
       marketing,   tenders,  price  sensitive   information,   employees  and
       officers,   formulae,    processors,   working   methods,   inventions,
       intellectual  property  and other plans and strategy of the Company and
       any Group Company or any of its or their respective clients.

(3)   The restrictions in clauses 14 (1) and 14 (2) shall not apply to
      information which:

       (i)   comes into the public domain  otherwise than by a breach by the
             Executive of his  obligations under this Agreement; or

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

       (iii) must be disclosed by any applicable law or the requirements of
             a  relevant  regulatory  authority,  to  the  extent  of  such
             required disclosure.

15.      TERMINATION OF EMPLOYMENT

(1)      The Company may at any time and in its absolute  discretion (whether or
         not any  notice of  termination  has been  given by the  Company or the
         Executive  under  clause  2(1)  above)  terminate  the  Agreement  with
         immediate effect and make a payment in lieu of notice.

(2)      The  employment of the Executive  may be terminated by the Company 
         without  notice or payment in lieu of notice if:

         (a)  the Executive is guilty of any serious misconduct or any other
              conduct which affects or is likely to affect prejudicially the
              interests  of the Company or any Group  Company to which he is
              required to render services under this Agreement; or

         (b)  fails or neglects  efficiently and diligently to discharge his
              duties in any  material  respect  or  commits  any  serious or
              material repeated breach or non-observance by the Executive of
              any of the provisions contained in this Agreement; or

         (c)  the Executive has an interim receiving order made against him,
              becomes  bankrupt or makes any  composition or enters into any
              deed of arrangement with his creditors in circumstances  which
              would have a material adverse effect on the Company, the Group
              or their respective reputations; or

         (d)  the Executive is convicted of any arrestable  criminal offence
              (other than an offence under road traffic  legislation  in the
              United Kingdom or elsewhere for which a fine or  non-custodial
              penalty  is  imposed)  in  circumstances  which  would  have a
              material  adverse  effect on the  Company,  the Group or their
              respective reputations; or

         (e)  the Executive is  disqualified  from holding office in another
              company  by  reason  of  an  order  of a  court  of  competent
              jurisdiction; or

         (f)  the Executive shall become of unsound mind or become a patient
              under the Mental Health Act 1983; or

         (g)  the  Executive is convicted of an offence  under the Companies
              Securities  (Insider  Dealing)  Act  1985 or under  any  other
              present or future statutory enactment or regulations  relating
              to insider dealings under English or New York law; or

         (h)  otherwise than:

                i)   at the request of the Company; or

                ii)  in   circumstances   which  a  reasonable   director,
                     properly  advised,  would  regard  as  requiring  his
                     resignation

              the Executive ceases to be a director of the Company.

16.  SUSPENSION

(1)  The Company may suspend the  Executive at any time on full pay to allow
     the Company to investigate  any complaint made against the Executive in
     relation to his employment  with the Company  provided that the fact of
     the  suspension  will only be  disclosed to employees of the Company or
     any Group Company who are involved in the investigation  and/or to whom
     such  disclosure  may,  in the  reasonable  opinion  of the  Company be
     necessary for genuine operational reasons.

(2)  During  any  period  of  notice of  termination  (whether  given by the
     Company or the  Executive)  the Company shall be under no obligation to
     assign any duties to the  Executive  or to provide any work for him and
     shall be entitled to exclude him from its premises,  provided that this
     shall not  affect the  Executive's  entitlement  to receive  his normal
     salary and other  contractual  benefits  other than that the  Executive
     will cease to accrue holiday during any such period.

17.  RESIGNATION AND RETURN OF COMPANY PROPERTY

(1)  Upon the  termination  by whatever  means of this Agreement the Executive
     shall:

      (a) immediately  resign  from  his  office  as a  director  of the
          Company and from such offices held by him in any Group Company
          without claim for compensation; and

      (b) immediately   deliver  to  the   Company   all  credit   cards
          motor-cars,   keys,  computer  media  and  other  property  in
          whatever  form,  of or relating to the business of the Company
          or of any  Group  Company  which may be in his  possession  or
          under his power or control.

      (c) immediately  deliver to the Company all details  which must be
          provided  under clause 13 above  together with all material in
          whatever  form which  describes  or embodies  the  concepts or
          designs which are so disclosed.

(2) If the  Executive  fails to comply  with  clause  17(1) the  Company is
    hereby irrevocably authorised to appoint some person in his name and on
    his behalf to sign and complete any documents or do any thing necessary
    to give effect to this clause.

(3) The Executive  shall not without the consent of the Company at any time
    after the termination of this Agreement  represent  himself still to be
    connected with the Company or any Group Company.

18. RECONSTRUCTION OR AMALGAMATION

     If the  employment of the Executive  under this agreement is terminated
     by  reason  of the  liquidation  of the  Company  for  the  purpose  of
     reconstruction or amalgamation and the Executive is offered  employment
     with any concern or undertaking  resulting from the  reconstruction  or
     amalgamation on terms and conditions not less favourable than the terms
     of this  Agreement  then the Executive  shall have no claim against the
     Company  or any Group  Company in  respect  of the  termination  of his
     employment under this Agreement.

19.   RESTRICTIONS

(1)   Definitions

      In this clause:

      (a)      "Termination Date" means the date on which the employment
               terminates;

      (b)      "Person" includes any company, firm, organisation or other
               entity;

      (b)      "Area"  means  any  country  in the  world  where on the
               Termination  Date the  Company  was
               supplying services

      (c)      "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;

         (d)      "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
                  employment;

         (d)      "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 employment.

(2)      The  Executive  covenants  with the Company and as trustee for each
         Group Company that in the event of the Executive terminating his
         employment:

         (1)      Non-competition

                  the  Executive  shall  not for a period  of 6 months  from the
                  Termination  Date  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)   subject to clause 12(1)  above,  he has any direct or
                        indirect   financial   interest  (as  shareholder  or
                        otherwise) in any Person who carries on the business.

         (2)      Non-solicitation

                  the Executive  shall not for a period  of 6 months  from the
                  Termination Date in the Area directly or indirectly:

                  (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.

         (3)    Non-poaching

                the  Executive  shall not for a period  of 6 months  after the
                Termination  Date directly or indirectly  induce or attempt to
                induce any senior  employee of the Company or a Group  Company
                who is  engaged  in any  business  activity  carried on by the
                Company or a Group  Company at the  Termination  Date and with
                whom  the  Executive   during  the  6  months  ending  on  the
                Termination  Date had  material  dealings in the course of his
                employment,  to leave the employment of the Company or a Group
                Company  (whether or not this would be a breach of contract by
                that employee for the purposes of being involved in or engaged
                in the types of business  referred to in  sub-clauses  2(1)(a)
                and (b) above).

(3)    The  restrictions  in this clause are  considered  by the parties to be
       reasonable and the validity of each sub-clause shall not be affected if
       any of the others is invalid.  If any of the  restrictions  is void but
       would  be valid  if some  part of the  restriction  were  deleted,  the
       restriction  in question shall apply with such  modification  as may be
       necessary to make it valid.

(4)    The Executive  acknowledges  that the  provisions of this clause are no
       more extensive than is reasonable to protect the Company or the Group.

(5)    If the Executive is suspended  from work under the provisions of clause
       16, the Company may, at its sole  discretion,  agree that the period of
       time during which the non-competition  restriction  contained in clause
       19(2)(1) is enforceable,  starts to run from the date of the suspension
       and not from the Termination Date.

20.   SEVERABILITY

      If  any  of  the  provisions  of  this  Agreement   become  invalid  or
      unenforceable  for any reason by virtue of applicable law the remaining
      provisions  shall continue in full force and effect and the Company and
      the  Executive  hereby  undertake to use all  reasonable  endeavours to
      replace any legally invalid or unenforceable provision with a provision
      which will  promise to the  parties  (as far as  practicable)  the same
      commercial  results as well  intended or  contemplated  by the original
      provision.

21.   NOTICES

(1)   Any notice required or permitted to be given under this Agreement shall
      be given in writing  delivered  personally  or sent by first class post
      pre-paid  recorded  delivery  (air mail if overseas) or by facsimile to
      the party due to receive  such  notice at, in the case of the  Company,
      its  registered  office from time to time (and marked for the attention
      of the  Company  Secretary)  and,  in the  case of the  Executive,  his
      address as set out in this  Agreement  (or such  address as he may have
      notified to the Company in accordance with this clause).

(2)   Any notice  delivered  personally  shall be deemed to be received  when
      delivered to the address provided in this Agreement and any notice sent
      by pre-paid  recorded  delivery post shall be deemed (in the absence of
      evidence of earlier receipt) to be received 2 days after posting and in
      proving the time of despatch  it shall be  sufficient  to show that the
      envelope  containing  such notice was properly  addressed,  stamped and
      posted.  A notice  sent by  facsimile  shall  be  deemed  to have  been
      received on receipt by the sender of confirmation  in the  transmission
      report that the facsimile had been sent.

22.    STATUTORY INFORMATION

(1)  The Schedule to this  Agreement  sets out  information  required to be
     given to the Executive by the Employment Rights Act 1996.

23.  MISCELLANEOUS

(1)  This Agreement is governed by and shall be construed in accordance
     with the laws of England.

(2)  The parties to this Agreement  submit to the exclusive  jurisdiction 
     of the English courts.

(3)  This Agreement  contains the entire  understanding  between the parties
     and  supersedes  all  previous  agreements  and  arrangements  (if any)
     relating to the employment of the Executive by the Company (which shall
     be deemed to have been terminated by mutual consent).

(4)  The Executive  authorises  the Company to deduct from any  remuneration
     payable to the Executive  under this Agreement any sums due from him to
     the Company or any Group  Company  including  the cost of repairing any
     damage  to  Company  or  any  Group  Company  property  caused  by  the
     Executive.

THIS AGREEMENT has been executed as a DEED and is intended to be and is hereby
delivered on the date on page 1.


<PAGE>


                                    SCHEDULE

                    STATEMENT OF PARTICULARS PURSUANT TO THE
                           EMPLOYMENT RIGHTS ACT 1996



<PAGE>


1.   The  Executive's  period of  continued  employment  commenced on 1 July
     1994. A period of employment with a previous employer does not count as
     part of the Executive's continuous employment with the Company.

2.   A contracting-out certificate is in force in respect of this employment

3.   There is no formal  disciplinary or grievance  procedure  applicable to
     this position.  Any grievance which the Executive wishes to exercise or
     any disciplinary  action taken by the Company will be dealt with by the
     Chairman.  If the  Executive is  dissatisfied  with any decision he can
     within 5  working  days of that  decision  appeal  to the  Board  whose
     decision  shall be final and  binding.  For the  avoidance of doubt any
     disciplinary  or grievance  procedure does not form part of the service
     agreement.

4.   The Executive is under no obligation to work overseas for periods
     exceeding 1 month.

5.   The Company is not a party to any collective agreement which  affects the
     Executive's employment.


Executed as a Deed by
HUNTINGDON LIFE SCIENCES
LIMITED                                 ................................
                                                               Director


                                        ................................
                                             Director/Company Secretary


<PAGE>



Signed as a Deed by
MARTYN SANDFORD
in the presence of:                     .................................


                                        .................................
                                                     Signature of Witness


                                        .................................
                                                          Name of Witness



                                        .................................
                                                                  Address

                                        .................................
                                                               Occupation