7 September 1999


Mr J L Dowling III
375 Park Avenue, 14th Floor
New York
NY 10152
USA


Dear Joe

Huntingdon Life Sciences Group plc (the "Company")

I am delighted that you have agreed to join the Board of Directors  ("Board") as
a  Non-Executive  Director  of the  Company  and I am now writing to confirm the
arrangements which will exist between you and the Company during the continuance
of your appointment.

(A)      Duties

         Although  they are not  specifically  mentioned,  you will of course be
         subject to the normal duties and  responsibilities of a Director at law
         and will be expected to comply with the  principles  of good  corporate
         governance and guidelines  issued from time to time by the Institute of
         Directors.

         You will be required, in your role as Non-Executive Director, to attend
         all board meetings of the Company and, where relevant,  other companies
         within the  Huntingdon  Group  ("Group").  You will also be required to
         make yourself  available for consultation on the affairs of the Company
         and,  where  relevant,  the Group,  and to sit on any of the  Company's
         Remuneration,  Audit and/or Nomination  Committees if so elected by the
         Company's Board.

         As an independent  Director, we will expect you to bring an objectivity
         and  independence  of view to our  discussions and to help the Board to
         provide the Company with effective leadership,  as well as ensuring the
         continuing  effectiveness  of the management team and high standards of
         financial probity.

         You will be given reasonable  prior  notification of the time, date and
         venue of all  meetings  of the  Board and  Committees  to which you are
         elected, unless circumstances do not otherwise permit.

         You will  also be  expected  to  attend  the  Company's  premises  when
         relevant, but otherwise it is up to you where you carry out your duties
         from.

         We expect that this appointment will require you to devote a minimum of
         the  equivalent of one working day each month to the Group's  business,
         together with any  additional  time which may be required for Committee
         business.

(B)      Term

         Subject to the provisions  for early  termination  set out below,  your
         appointment  will commence on 7 September 1999 and will continue unless
         and until  terminated  by either you or the  Company on not less than 3
         months' written notice.

(C)      Fee

         For your  services,  the Company will pay you a fee,  which will accrue
         from day to day, of  (pound)20,000  plus VAT (if applicable) per annum,
         payable monthly in arrears.  This fee will be reviewed  annually by the
         Remuneration  Committee of the Company. Any increase in the fee awarded
         as a result of such review will be  entirely at the  discretion  of the
         Company  and, if awarded,  will take effect from the month  immediately
         following the review date.

         In addition  to the above fee,  you will be  reimbursed  for all out of
         pocket  expenses  which  you may  incur in  providing  services  to the
         Company and for which appropriate  valid receipts are provided,  to the
         satisfaction of the Company.

         For the  avoidance  of doubt,  any fees payable to you will cease to be
         payable  immediately in the event of your ceasing to be a Non-Executive
         Director of the Company, for whatever reason.

(D)      Confidentiality

         I must ask that,  unless  previously  authorised by the Board, you will
         not at any time  during  this  appointment  nor at any time  after  its
         termination  disclose  to any  person or  persons,  or use for your own
         purposes  or for any  purposes  other than those of the  Company or the
         Group,  any confidential  information  acquired by you in the course of
         your duties and relating to, the Company or the Group.  I must also ask
         that  you  will  use  your  best  endeavours  to  prevent  unauthorised
         disclosure or publication or use of such confidential information.

         Nothing in the above paragraph is intended to prevent the disclosure by
         you of any  confidential  information  which has come  into the  public
         domain,  otherwise  than as a result of your  failure  to  comply  with
         confidentiality provisions of this agreement.

(E)      Conflicts of interest

         You must disclose to the Board any conflict of interest  arising out of
         your appointment.

         You will be expected to refrain,  except with the prior  consent of the
         Company,  from  accepting  appointments  to the position of director or
         consultant of any company or firm employed in the business of providing
         pre-clinical,  early clinical  and/or  non-clinical  biological  safety
         evaluation   services   to  the   pharmaceutical   and   biotechnology,
         agrochemical   and  other   chemical   industries   whilst  you  are  a
         Non-Executive Director of the Company.

(F)      Compliance

         You must comply with the model code on directors'  dealing's in respect
         of listed  securities  published  by the London  Stock  Exchange  Ltd.,
         together with any rules and  regulations  of the London Stock  Exchange
         Ltd.,  the New  York  Stock  Exchange  and the US  Securities  Exchange
         Commission.  You must  familiarise  yourself  with and comply  with all
         codes of conduct and regulatory rules that apply to the Company and the
         Group, for the time being and from time to time.

(G)      Termination

         Your  appointment  is always  subject to the Articles of Association of
         the  Company.  In  addition,  the Company will be entitled to terminate
         this  appointment  by summary  notice in  writing in any  circumstances
         which  the  Board   reasonably   considers   justify  such  termination
         including, without limitation, if you:

(i)      become incapable,  in the reasonable  opinion of the Board, of
         properly performing your duties, having been given due warning
         by the Board and having  failed to remedy the situation to the
         satisfaction of the Board within a reasonable  period from the
         date of such warning;

(ii)     have a bankruptcy  order made against you or enter into a voluntary
         arrangement  within the meaning of section 253 Insolvency
         Act 1986, as amended from time to time;

(iii)    become  prohibited from being a company director at any time that you
         hold office as a Director of any Group Company;

(iv)     otherwise than at the request of the Board, or with its express
         consent, resign as a Director of the Company;

(v)      are guilty of serious misconduct or wilful and persistent neglect of
         your obligations under this appointment;

(vi)     are 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;

(vii)    in the  reasonable  opinion of the Board act in such a way as to
         seriously  jeopardise  the business of the Company and/or the
         Group; or

(viii)   are not re-elected by the Company in general meeting pursuant to the
         Company's Articles of Association.

You will not be entitled to any compensation for loss of office.

You will not, at any time after the termination of your  appointment,  represent
yourself or allow  yourself to be held out or  presented  in anyway as connected
with or  interested  in the business of any Group  Company,  unless you remain a
Director of such company.

Nothing in this paragraph (G) will prevent you from resigning as a Director with
immediate effect if you reasonably  consider that the Board persists,  after you
have clearly  expressed your  objection in writing,  in a course of action which
you consider to be contrary to the Company's interest or likely to expose you to
personal liability. Any resignation in these circumstances will not give rise to
a claim by either party for termination without adequate notice.

Please confirm your agreement to the terms and conditions of this appointment by
signing the enclosed duplicate letter and returning it to me.

Yours sincerely
For and on behalf of
Huntingdon Life Sciences Group plc




A Baker
Executive Chairman



I confirm my acceptance of the terms and conditions of this appointment.


Signed:.................................
         Mr J L Dowling III


Date:  ..................................