DATED 24 December 1999






                       HUNTINGDON LIFE SCIENCES GROUP PLC


                                      -and-


                                  ROGER DEVLIN






                             EXECUTIVE'S UNDERTAKING











                                 Charles Russell
                              8-10 New Fetter Lane
                                 London EC4A 1RS
                               Tel: 0171 203 5000
                               Fax: 0171 203 0200





<PAGE>


THIS AGREEMENT is made on   24 December  1999

BETWEEN:

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

(2)      ROGER DEVLIN of 400 Aldridge Road, Great Barr, Birmingham B44 8B1L
         (the "Executive")

which  agreement is entered into in  consideration  (a) of the Company  entering
into an agreement with Rittle Limited (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
1.1           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.
1.2      Any  reference  to a  statutory  provision  shall be deemed to include
         a  reference  to any  statutory modification or re-enactment of it.
1.3      The headings in this  agreement  are for  convenience  only and shall
         not affect its  construction  or interpretation.
1.4      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.
1.5      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;
2.2.3    or 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:
5.3.1         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;
5.3.2         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
5.3.3         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:-
(a)      infringe the Intellectual Property of any third party;
(b) 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.
7.       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.
8.       RETURN OF PROPERTY
8.1           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.
8.2           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.
9.       LAW

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

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

Name:
Address:
Occupation:


SIGNED by ROGER DEVLIN                                )
in the presence of:-                                  )

Witness signature:
Name:
Address:
Occupation: