DATED     29 April                                                1999







                          (1) HUNTINGDON LIFE SCIENCES
                                     LIMITED


                                     - and -


                           (2) DR FRANK WILLIAM BONNER





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

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









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

                            Telephone: 0171 203 5000
                              Ref: DJSG/GXW/37971/1


<PAGE>


                                    CONTENTS
                                                                        Page

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

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

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

4.       PLACE OF WORK AND RELOCATION....................................  3

5.       GRATUITIES AND CODES OF CONDUCT.................................  4

6.       REMUNERATION....................................................  5

7.       OTHER BENEFITS..................................................  5

8.       EXPENSES........................................................  7

9.       HOLIDAYS........................................................  7

10.      ILLNESS.........................................................  7

11.      RESTRICTIONS DURING EMPLOYMENT..................................  8

12.      INTELLECTUAL PROPERTY...........................................  9

13.      CONFIDENTIALITY................................................. 11

14.      TERMINATION OF EMPLOYMENT....................................... 12

15.      SUSPENSION...................................................... 13

16.      RESIGNATION AND RETURN OF COMPANY PROPERTY...................... 14

17.      RECONSTRUCTION OR AMALGAMATION.................................. 14

18.      RESTRICTIONS.................................................... 15

19.      SEVERABILITY.................................................... 17

20.      NOTICES......................................................... 18

21.      STATUTORY INFORMATION........................................... 18

22.      MISCELLANEOUS................................................... 18

SCHEDULE................................................................. 20



<PAGE>



1\230299\\GXW|LZM211.D

T H I S   A G R E E M E N T  is made on 29 April                        1999

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)      DR FRANK WILLIAM BONNER of 2 Beal Croft, Warkorth, Northumberland, 
         NE65 0XL (the "Executive").

IT IS AGREED that the Company shall employ the Executive and the Executive shall
serve the  Company as Science  and  Technology  Director  of the  Company and of
Huntingdon  Life Sciences  Group Plc on the  following  terms and subject to the
following conditions (the "Agreement"):

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"  the board of directors for the time being of the Holding
                  Company;

         "Group"           means  the  Company,  the  Holding  Company  and  any
                           Subsidiaries and Associated  Companies of the Company
                           and/or  the  Holding  Company  for the time being and
                           "Group Company" means any one of them;

         "Holding Company" means Huntingdon Life Sciences Group Plc;

         "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  commenced on 17 September  1998 and
         (subject to termination as provided in clause 14 below) shall be for an
         indefinite  period terminable by the Executive by giving to the Company
         6  months'  notice  in  writing  and by the  Company  by  giving to the
         Executive 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
                  Science  and  Technology  Director or in  connection  with the
                  conduct and  management  of the business of the  Company,  the
                  Holding  Company or the  business of any other  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,  the  Holding  Company and any other
                  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 Company,  the Holding Company and, where  relevant,  the
         Group as it shall require,  and in any event, report regularly and keep
         the Board informed.

(3)      The  Executive  shall be  required  to perform  his  duties  during the
         Company's  normal  office  hours of 8.30am to 5.00pm,  and during  such
         additional hours as may be necessary for the proper  performance of his
         duties.  No additional  pay or time-off will be permitted in respect of
         hours worked outside normal office hours.

(4)      In accordance with the Working Time Regulations  1998  ("Regulations"),
         the Executive's  average working time,  including  overtime,  shall not
         exceed 48 hours  for each  seven day  period  in any  reference  period
         subject to the  Executive's  right to opt-out of the 48 hour maximum by
         his entering into a separate agreement with the Company.

(5)      Working  time,  for the  purposes  of the  Regulations,  means any time
         during  which the  Executive  is working at the disposal of the Company
         and carrying out duties on behalf of the Company,  the Holding  Company
         and/or  the  Group,  but shall  not  include  travel to and from  work,
         travelling  time  whilst in work  including  international  travel,  or
         entertaining of clients and/or suppliers  outside of office hours, meal
         breaks or other rest breaks.

4.       PLACE OF WORK AND RELOCATION

(1)      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.

(2)      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 such removal and  relocation  expenses
         as are directly and  reasonably  incurred as a result of the  Company's
         requirement up to a maximum of (pound)8,000 gross.

(3)      If the  Executive  gives notice to terminate his  employment  within 12
         months of any  relocation  for which the  Company  has  reimbursed  the
         Executive  his  expenses  in  accordance  with  clause  4 (2)  of  this
         Agreement,  the  Company may  request  repayment  of the full amount of
         relocation expenses reimbursed.

(4)      If the Executive  gives notice to terminate his  employment  between 12
         and 24 months of any  relocation  for which the Company has  reimbursed
         the  Executive  his  expenses in  accordance  with clause 4 (2) of this
         Agreement,  the  Company  may  request  repayment  of up to  50% of the
         relocation  expenses  reimbursed reducing by one twelfth for each month
         after the twelfth month following completion.

(5)      The  Executive,  by his  signature to this  Agreement,  authorises  the
         Company to deduct any  relocation  expenses to be repaid  under  clause
         4(3) or 4(4)  from any  sums due to the  Executive  on  termination  of
         employment.  Should such sum be  insufficient  the Executive  agrees to
         repay the relocation expenses as a debt owing to the Company.

(6)      The  Executive  will be liable for payment of any income tax arising in
         respect of the  relocation  expenses,  referred to in this clause 4, to
         the extent that the amount exceeds the Inland  Revenue Extra  Statutory
         Concession from time to time relating to relocation expenses.

5.       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,  step-children  or any  dependents  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.

6.       REMUNERATION

(1)      The Company shall pay to the Executive a salary at the rate of
         (pound)140,000 gross per year.

(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 of the
         term. 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 6 (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)      The Executive  shall subject to the rules of the scheme,  as amended or
         varied from time to time at the Group's  discretion and at the absolute
         discretion of the Holding Company's Remuneration Committee, be entitled
         to participate in the Huntingdon Life Sciences Group  Unapproved  Share
         Option  Scheme for the time being in force and in  accordance  with the
         scheme rules.  The Executive shall not be entitled to any  compensation
         for the loss of this right or loss of any benefit  granted  pursuant to
         the scheme on termination of this Agreement.

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 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;

                  (d)      a medical  expenses  insurance  scheme providing such
                           cover for the  Executive and the  Executive's  spouse
                           and children under the age of 18 years 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 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 14 even if to do so would deprive the Executive of
         membership of or cover under any such scheme.

8.       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.

9.       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.  The Executive's holiday entitlement set
         out in this clause includes the Executive's  statutory  minimum holiday
         entitlement under the Regulations.

(2)      Holiday  entitlement  in one holiday  year  cannot  normally be carried
         forward to any subsequent holiday years.  Holiday  entitlement over and
         above  the  statutory  minimum  set  out  in  the  Regulations  may  in
         exceptional circumstances be carried over to a subsequent holiday year,
         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.  If on  the  termination  of  his
         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 15 the  Executive is not required to attend the office
         during any period of notice,  he will not accrue  holiday  during  that
         period over and above the minimum  required under the  Regulations.  If
         the Executive's  employment is terminated  without notice and/or if the
         Executive resigns without working the required notice period as set out
         in this Agreement, the Executive will not be entitled to pay in lieu of
         accrued  untaken holiday which will accrue during the notice period had
         he continued to be employed at work  throughout  that time,  subject to
         the Regulations.

10.      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.

(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 10(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.

11.      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,  the Holding  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  and  his
                  non-executive   directorship   in  Endocrine   Pharmaceuticals
                  Limited); or

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

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

         (d)      discourage  any such  person  referred to in clause 11 (1) (c)
                  above from  conducting or continuing to conduct  business with
                  the Company, the Holding Company or any other Group Company on
                  the best terms  available to the Company,  the Holding Company
                  or any other Group Company; or

         (e)      induce or attempt to induce any director or senior employee of
                  the Company,  the Holding  Company or any other Group  Company
                  and with  whom the  Executive  has  material  dealings  in the
                  course  of his  employment,  to leave  the  employment  of the
                  Company, the Holding Company or any other 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 Holding  Company and/or the Company  (otherwise
         than by reason of his death,  resignation or disqualification  pursuant
         to the  articles  of  association  of the  Holding  Company  and/or the
         Company or by statute or court order or under  clause  14(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  Company or the  Holding  Company in respect of his ceasing to be a
         director.

12.      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 Holding
         Company or of any other Group 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  12(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 Holding Company
         or of any other Group 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 12 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 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 12(5) applies.

(9)      The Executive warrants that he 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 12 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.

13.      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, the Holding Company or any other 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, the
         Holding  Company  and any other  Group  Company  or any of its or their
         respective clients.

(3)      The restrictions in clauses 13 (1) and 13 (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.

14.      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 equivalent to the
         Executive's  net basic  salary  referred  to in clause 6(1) at the then
         applicable rate for all or any unexpired part of the notice period.

(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,  the Holding  Company or any other
                  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
                  Holding 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 Holding 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 Criminal
                  Justice Act 1993 in relation to insider  dealings 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 and/or
                  the Holding Company.

15.      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  (which is  required  to be
         given  under  the  terms  of  this  Agreement  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  over and above  the  minimum
         required by the Regulations.
16.      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,  the Holding  Company and from any other 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,
                  the Holding Company or of any other Group Company which may be
                  in his possession or under his power or control; and

         (c)      immediately  deliver to the Company all details  which must be
                  provided  under clause 12 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  16(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,  the Holding  Company or any other Group
         Company.

17.      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.

18.      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;

         (c)      "Area" means any country in the world where on the Termination
                  Date the Company,  the Holding  Company and/or any other Group
                  Company was supplying services;

         (d)      "Business" means any business  carried on by the Company,  the
                  Holding  Company or any other Group  Company  which relates to
                  the  provision  of   pre-clinical,   early   clinical   and/or
                  non-clinical   biological   safety   evaluation  and  research
                  services to the pharmaceutical and biotechnology, agrochemical
                  and other chemical industries;

         (e)      "Client"  means any Person to whom the  Company,  the  Holding
                  Company  or any other  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;

         (f)      "Prospective  Client"  means any Person with whom the Company,
                  the   Holding   Company  or  any  other   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, but so that nothing in
                  this clause 18(2)(1) will prevent the Executive from accepting
                  employment    with,   on   an   in-house   basis   only,   any
                  pharmaceutical,   biotechnological,   agrochemical   or  other
                  chemical company.

                  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 11(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,  the Holding
                           Company  or  any  other  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,  the Holding
                           Company  or  any  other  Group   Company  as  at  the
                           Termination Date; or



<PAGE>


                  canvass  or solicit business from any supplier of the Company,
                  the Holding  Company or any other 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,  the Holding
                  Company  or any  other  Group  Company  or  otherwise
                  interfere  with  the  relationship   between  such  a
                  supplier and the Company,  the Holding Company or any
                  other Group Company.



<PAGE>


                  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, the Holding Company
                  or any other  Group  Company  who is engaged  in any  business
                  activity carried on by the Company, the Holding Company or any
                  other 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,  the Holding  Company or
                  any other 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-clause 2(1) 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, the Holding Company or the Group.

(5)      If the Executive is suspended  from work under the provisions of clause
         15, the Company may, at its sole  discretion,  agree that the period of
         time during which the non-competition  restriction  contained in clause
         18(2)(1) is enforceable,  starts to run from the date of the suspension
         and not from the Termination Date.

19.      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 were  intended or  contemplated  by the original
         provision.

20.      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).

(2)      Any notice  delivered  personally  shall be deemed to be received  when
         delivered to the address  provided in this Agreement or as subsequently
         notified in writing 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.

21.      STATUTORY INFORMATION

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

22.      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

1.  The Executive's period of continued  employment commenced on 3 November
    1997. 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 not 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 of the Holding Company.  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
DR FRANK WILLIAM BONNER
in the presence of:                      .................................


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


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



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                                                                   Address


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                                                                Occupation