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

                              DATED 7th August 1998




                            HUNTINGDON LIFE SCIENCES
                                    GROUP PLC

                                     - and -

                              FHP HOLDINGS LIMITED






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

                          MANAGEMENT SERVICES AGREEMENT
                      -------------------------------------














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


<PAGE>






THIS AGREEMENT is made on                     1998

BETWEEN:

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

(2) FHP  HOLDINGS  LIMITED of First Floor,  Euro  Canadian  Centre,  Marlborough
         Street, Nassau, Bahamas (the "Consultant").


IT IS AGREED as follows:

A.       The Consultant is engaged in business offering  consultancy services in
         relation to healthcare  ancillary services and has considerable  skill,
         knowledge and experience in that field.

B.       In reliance  upon that skill,  knowledge  and  experience,  the Company
         wishes  to  engage  the  Consultant  to  provide  the  services  of the
         Executive in relation to the Business (as such terms are defined below)
         on the terms set out in this 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  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 Company;

         "Business"             the  provision  of  pre-clinical, early 
                                clinical and  non-clinical biological safety
                                evaluation services to the pharmaceutical, 
                                biotechnology, agrochemical and other chemical
                                industries;

         "Commencement Date"                      1998

         "Executive"            Andrew Baker

         "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     and     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;

         "Services"             means  including but not limited to,
                                the planning and development for the
                                benefit of the Company and the Group
                                of (a) a future  business  strategy,
                                (b)    shareholder    and   business
                                relations,        (c)       business
                                opportunities,   (d)   a   financing
                                strategy,  (e) the co-ordination and
                                overview  of the  Group's  operating
                                management  team  together  with all
                                normal   duties   of  a   reasonable
                                executive  director  who is chairman
                                of a listed public limited company;

         "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.

2.       TERM

(1)      This agreement  shall commence with effect from the  Commencement  Date
         and shall continue unless and until terminated by either the Company or
         the  Consultant  giving to the other not less than 12 months  notice in
         writing, at any time, subject to earlier termination as provided below.

3.       SERVICES

(1)      With effect from the  Commencement  Date, the Consultant  shall provide
         the  Services  to the  Company  and the Group and such  other  services
         consistent  with the Services as the Company may reasonably  require of
         the Consultant from time to time.

(2)      The Consultant shall provide the Services through the Executive.

(3)      The  Consultant  shall  procure  that the  Executive  will make
         himself  available  to the  Company for a minimum of 100 (one
         hundred) days per year and at such locations and times as may be
         agreed between the Company and the Executive.

(4)      The Consultant shall procure that the Executive will:

         o        comply with all reasonable  directions from time to time given
                  to him in  connection  with the  provision of the Services and
                  shall keep the Company and the Board  regularly  informed  and
                  shall  give to the  Company  and the  Board  such  information
                  regarding the provision of the Services as the Company  and/or
                  the Board may reasonably require;

         o        comply (and procure that his spouse and minor children 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 of the Group for
                  the time being in force and of any other  relevant  regulatory
                  authority.

         o        not  directly  or  indirectly  during  the  currency  of  this
                  agreement  be employed by or perform  any  services  for or be
                  interested in any manner in any other business which is or may
                  be  competitive  with the Company or the Group except with the
                  consent in writing of the  Company or as holder or  beneficial
                  owner  (for   investment   purposes  only)  of  any  class  of
                  securities  in a company  if those  securities  are  listed or
                  dealt in on a  recognised  investment  exchange (as defined by
                  section  207 (1)  Finance  Services  Act  1986)  and where the
                  Consultant and the Executive  (together  with the  Executive's
                  spouse, children, parents and parents' issue) together neither
                  hold nor are  beneficially  interested  in more  than five per
                  cent of that class.

         o        keep the Company  reasonably  informed of his  whereabouts and
                  telephone  number or other means by which the Executive can be
                  contacted easily at short notice.

(5)      The  Consultant  will ensure that the  Executive  completes and will be
         responsible  for  completing  the  Services  including   returning  all
         drawings, designs, plans, documents, paper, models, materials, disks or
         any other property,  in whatever format,  belonging to the Company, the
         Group and/or clients of the Company or the Group.  The Consultant  will
         also  provide all details and complete  all  documentation  and procure
         that the Executive provides all details and completes all documentation
         which may be necessary to comply with clause 8 below.

4.       DUTIES OF THE CONSULTANT

(1)      The Consultant shall procure that the Executive will:

         o        perform  the  Services  with due  diligence  and in a safe and
                  competent manner and acquaint himself with and comply with any
                  working  practice's  rules or procedures  applicable to others
                  (whether  independent  contractors or employees of the Company
                  or of the  Group)  at any  location  where  the  Executive  is
                  performing  the  Services  (whether  or not  at the  Company's
                  premises);

         o        act in and use his best  endeavours to protect and promote the
                  interests of the Company and, where  consistent with them, the
                  Group, in accordance with the general policy and directions of
                  the Company;

         o        provide the full benefit of his knowledge, expertise and skill
                  in  connection  with the  provision of the Services and devote
                  his full time,  attention and abilities to the Company and the
                  Group at such times as the  Executive  is  required to provide
                  the Services pursuant to clause 2(3).



<PAGE>


5.       FEE

(1)      The  Company  shall  pay  a  fee  to  the   Consultant  at  a  rate  of
         (pound)150,000 per annum (plus VAT if appropriate) upon production of a
         valid invoice in accordance with clause 5(2) below (the "Fee") .

(2)      The  Consultant  shall  invoice  the  Company  on the  last day of each
         calendar  month for the Fee  incurred  in  respect of that  month.  The
         Company shall pay the invoice within 30 days of receipt.

6.       EXPENSES

(1)      The Company  shall,  in addition to payment of the fee,  reimburse  the
         Consultant,  on production  of such  vouchers or other  evidence as the
         Company  may  reasonably  require,  any  reasonable  travelling,  other
         expenses which are reasonably and properly incurred by the Executive in
         the course of providing the Services.

(2)     The amount of any expenses  shall be included by the  Consultant in
        its  invoices  submitted at the end of each month and the Company
        shall reimburse the Consultant within 30 days of receipt of the invoice.

7.       CONFIDENTIAL INFORMATION

(1)      The Consultant  undertakes to the Company that throughout the period of
         and after the  termination  of this  agreement it shall treat as secret
         and  confidential  and shall procure that the Executive  shall treat as
         secret and  confidential  any information  which may be received by the
         Consultant,  all work  performed  by the  Executive  in the  course  of
         providing the Services  which comes to the knowledge of the  Consultant
         and/or  the  Executive  in the  course  of or in  connection  with  the
         provision of the Services (the "Information").

(2)      The Consultant  also  undertakes,  and shall procure that the Executive
         shall,  not at any time nor for any  reason  disclose  or  permit to be
         disclosed to any person or  otherwise  make use of or permit to be made
         use of the  Information  other than for the  purpose of  providing  the
         Services to the Company and/or the Group.

(3)      The restrictions contained in clauses 7(1) and 7(2) above shall cease
         to apply to any Information which:

         (a)      may come into the public domain  otherwise than by breach of
                  the Consultant or the Executive of the  obligations set
                  out in this clause; or

         (b)      is disclosed  to the  Consultant  or the  Executive by a third
                  party who has not  received it either  directly or  indirectly
                  from the Company; or

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

(4)      In respect of  Information  divulged to the Consultant or the Executive
         in the course of or for the purpose of performing services on behalf of
         the Company or the Group for third parties, the Consultant shall comply
         and shall procure that the Executive shall comply with the terms of all
         undertakings  given by the  Company  to such  third  parties as if such
         undertaking were made by the Consultant and the Executive.  The Company
         shall give to the  Consultant  a copy of each such  undertaking,  which
         shall be signed by the  Company and the  Consultant  for the purpose of
         identification.

8.       INTELLECTUAL PROPERTY

(1)      In consideration of the payment of one pound ((pound)1) receipt of
         which the Consultant hereby acknowledges:-

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

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

         (c)      In the case of  registerable  rights the  Consultant  shall if
                  requested  by the Company  execute and shall  procure that the
                  Executive  executes 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
                  Consultant  shall execute and shall procure that the Executive
                  executes  all  documents  and do  all  such  things  as may be
                  necessary   or  desirable   for   perfecting   assignment   of
                  Intellectual Property under clause 8(2) above.

         (d)      The Consultant hereby  irrevocably  appoints the Company to be
                  its  attorney  in its name and on its behalf to sign,  execute
                  any  instrument  or do anything and  generally to use its name
                  for the purpose of giving to the Company  and/or the Group 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.

9.       TERMINATION

(1)      Without  prejudice to any remedy it may have against the Consultant for
         breach  or  non-performance  of any  provision  of this  agreement  the
         Company  may  by  written  notice  to  the  Consultant  terminate  this
         agreement with immediate effect if:

         (a)      the Consultant or the Executive is in material breach of any
                  of the terms of this agreement;

         (b)      the  Consultant is in breach of clause 3(2) of this  agreement
                  being  at any time  unable  to  provide  the  services  of the
                  Executive,  provided that if the Executive is incapacitated by
                  reason of sickness or injury the Company  shall not  terminate
                  this agreement  until the Executive has been so  incapacitated
                  for a continuous period of 26 weeks;

         (c)      the   Consultant   or  the  Executive  is  guilty  of  serious
                  misconduct   or  wilful  and   persistent   neglect  of  their
                  respective obligations under this agreement;

         (d)      any order  shall be made or  effective  resolution  passed for
                  liquidation,  winding  up or  dissolution  of  the  Consultant
                  (otherwise   than  for  the  purpose  of   reconstruction   or
                  amalgamation on terms approved by the Company);

         (e)      the Executive  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;

         (f)      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;

         (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;

         (h)      the Executive ceases to be employed by or to have a
                  substantial interest in the Consultant;

         (i)      the Executive and/or the Consultant, in the reasonable opinion
                  of the Company,  act in such a way as to seriously  jeopardise
                  the business of the Company and/or the Group.

(2)      Upon  termination of this agreement for whatever  reason the Consultant
         shall  deliver and shall  procure  that the  Executive  delivers to the
         Company all books, documents,  papers, materials and other property (in
         whatever format)  relating to the Business,  and/or the business of the
         Group or the  clients of the  Company or the Group which may then be in
         its or the Executive's possession or under its or his power or control.

(3)      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
         Consultant  under  clause 2(1) above)  terminate  this  agreement  with
         immediate effect by making a payment in lieu of notice.

10.      POST-TERMINATION 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 was supplying services;

         (d)      "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;

         (e)      "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
                  Consultant was actively involved;

         (f)      "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 Consultant was actively involved.

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

(3)      The Consultant covenants with the Company that it shall not for a
         period of six months from the Termination Date in the Area:

         (a)      canvass  or solicit  business  for  services  similar to those
                  being  provided  by the  Company or a Group  Company as at the
                  Termination Date from any Client or Prospective Client;

         (b)      seek to do  business  or deal with any  Client or  Prospective
                  Client in respect of services  similar to those being provided
                  by the Company or a Group Company as at the Termination  Date;
                  or

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

(4)      The Consultant  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 Consultant  was actively  involved
         during the 6 month period ending on the Termination Date.

         For this purpose, the Consultant 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.

11.      NO EMPLOYMENT OR PARTNERSHIP

(1)      Nothing  contained in this agreement  shall be construed or have effect
         as constituting  any  relationship of employer and employee or partners
         or any  other  fiduciary  relationship  between  the  Company  and  the
         Consultant or between the Company and the Executive.

(2)      The Consultant shall be responsible for the payment of any remuneration
         payable to and benefits  provided for the Executive  under his contract
         of employment or otherwise including any National Insurance, income tax
         and any other form of  taxation or social  security  cost in respect of
         his  remuneration  or benefits.  The  Consultant  shall  indemnify  the
         Company  and/or  any Group  Company  in  respect  of any such  payment,
         including any interest or penalties imposed on the Company or the Group
         in respect of any payments made to the Company under this agreement.

12.      WARRANTIES

         The Consultant warrants to the Company that:

         (a)      the Consultant employs the Executive and has available to it
                  the exclusive use of his services; and

         (b)      the provision of the Services shall not:-

                  (i)  infringe the Intellectual Property of any third party; or

                  (ii) involve the use of information in breach of obligations
                       owed to or rights held by any third party; and

         (c)      the Company will not infringe the Intellectual Property of any
                  third party by the Company exercising all of the rights of the
                  owner of the Intellectual  Property assigned by the Consultant
                  to the Company under this agreement; and

         (d)      Neither  the  Consultant  nor the  Executive  is  bound by any
                  legally enforceable obligations owed to persons other than the
                  Company  which  would  prevent  either the  Consultant  or the
                  Executive from complying with the terms of this agreement.

13.      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.

14.      PREVIOUS AGREEMENTS

         With  effect  from the  Commencement  Date,  all other  agreements  and
         arrangements  between the  Consultant  or the Executive and the Company
         relating  to  the  provision  of  Services  by  the  Consultant  or the
         Executive shall cease to have effect.

15.      GRATUITIES

         The  Consultant  shall not, and shall procure that the Executive  shall
         not, directly or indirectly accept any commission,  discount,  gratuity
         or  other  benefit  from  any  person  who has or is  likely  to have a
         business relationship with the Company and/or the Group.

16.      GOVERNING LAW

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

(2)      The  parties  agree that the courts of  England  are to have  exclusive
         jurisdiction  to  settle  any  dispute  which  may  arise  out of or in
         connection with this agreement and submit to the  jurisdiction of those
         courts.

17.      NOTICES

(1)      Any notice or other  document  to be served  under this  agreement 
         may be  delivered  or sent by first class post or telex or
         facsimile process to the party to be served at its registered office
         for the time being.

(2)      Unless the contrary is proved, any such notice or other document shall
         be deemed to have been served:

         (a)      if delivered, at the time of delivery;

         (b)      if posted, at 10.00am on the second Working Day after it was
                  put into the post; or

         (c)      if sent by telex or facsimile  process,  at the  expiration of
                  two hours after the time of  despatch,  if  despatched  before
                  3.00pm on any Working Day, and in any other case at 10.00am on
                  the Working Day following the date of despatch.

(3)      In proving such service it shall be  sufficient  to prove that delivery
         was made or that the envelope  containing such notice or other document
         was properly  addressed and posted as a pre-paid  first class letter or
         that  the  telex  or  facsimile  message  was  properly  addressed  and
         despatched as the case may be.

AS WITNESS the hands of the duly authorised  representatives  of the Company and
of the Consultant on the date first mentioned on page one.


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





SIGNED by IAN WILLIAMSON      )
on behalf of FHP HOLDINGS     )
LIMITED in the presence of:-  )