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

                             DATED           1998



                       HUNTINGDON LIFE SCIENCES GROUP PLC


                                       and


                      HARFORD CONSULTANCY SERVICES LIMITED


                                       and


                                ROGER PINNINGTON




                                DEED OF VARIATION






           






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

                               Tel: 0171 203 5000

                            


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THIS AGREEMENT is made on the         day of                          1998

B E T W E E N:


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

2.  HARFORD CONSULTANCY  SERVICES LIMITED [whose registered office is at 15
    Lennox Gardens Mews, London SW1X ODP] (the "Consultant"); and

3.  ROGER PINNINGTON of [                            ] ("Mr Pinnington")


AND IS SUPPLEMENTAL to:-



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1.   A  consultancy  agreement  dated  20 March  1995  between  the  Company
     (formerly  Huntingdon  International  Holdings plc) and the  Consultant
     (the "Consultancy Agreement"); and

2.   An  agreement  dated  20  March  1995  between  the  Company  (formerly
     Huntingdon   International   Holdings  plc)  and  Mr  Pinnington   (the
     "Supplemental Agreement"); and

3.   An  agreement  dated 23 December  1995  between  the Company  (formerly
     Huntingdon   International   Holdings  plc) and  the  Consultant (the
     "Variation Agreement").



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WHEREAS



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1.  The Consultant is currently  providing the services of Mr Pinnington to
    the Company and the Group (as  defined  below) and the parties  wish to
    record the terms of a variation  agreed  between them in respect of the
    Consultancy  Agreement,  the  Supplemental  Agreement and the Variation
    Agreement.

IT IS AGREED as follows:



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1.   The terms of this agreement shall have effect from  [       ]  1998
     ("Effective Date").

2.   The period of notice  required  in order for either the  Company or the
     Consultant to terminate the Consultancy  Agreement shall be one month's
     written  notice,  given at any time after the Effective Date and clause
     2.2 of the Consultancy Agreement shall be amended accordingly.

3.   The duties of Mr Pinnington  as set out in clause 3 of the  Consultancy
     Agreement shall cease to apply and the duties of Mr Pinnington shall be
     as follows:

     3.1   Mr Pinnington will act as a non-executive director of the Company;

     3.2   Mr  Pinnington  will  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;

     3.3   Mr Pinnington will be required to attend all board meetings of
           the Company and where relevant, other Group Companies and will
           be required to make himself  available for consultation of the
           affairs  of the  Company  and,  where  relevant,  other  Group
           Companies;

     3.4   Mr Pinnington will be required to sit on any committees on which 
           he is elected to sit by the Board;

     3.5   Mr Pinnington will be expected to bring an objectivity and
           independence of view to the discussions of the Board and
           assist the Board in  maintaining  high  standards of financial
           probity.



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4.   The  Consultant  shall make Mr  Pinnington  available  to carry out his
     duties at all reasonable  times and, in any event, for a minimum of the
     equivalent of 1 working day each month,  together  with any  additional
     time which may be required  for  committee  business.  The Company will
     give to the Consultant  reasonable prior notification of the time, date
     and venue of all meetings of the Board and of any  committees  to which
     Mr Pinnington is elected,  unless their  circumstances do not otherwise
     permit.

5.   The Consultant  shall procure that Mr Pinnington  attends the Company's
     premises,  when reasonably  requested to do so by the Company, in order
     properly to perform his duties.

6.   Clause 4 of the Consultancy Agreement shall cease to apply  and in place
     of the sums provided  for in such  clause  4,  the  Company  shall  pay
     to the  Consultant  a fee of (pound)20,000 plus VAT per annum in respect
     of the services of Mr  Pinnington,  which fee will accrue from day to
     day and which will be payable  monthly  in  arrears,  within 30 days after
     receipt of an  appropriate  VAT invoice from the Consultant.  The
     Consultant and Mr Pinnington  confirm,  by their signatures to this
     agreement,  that they have no claim against the  Company or any Group 
     Company arising out of clause 4 of the Consultancy Agreement and, to
     the extent that any such claim exists,  both the  Consultant and Mr
     Pinnington irrevocably waive such claim and release the Company and/or 
     any Group Company from any liability whatsoever in respect of it.

7.   Clause 5 of the  Consultancy  Agreement  shall cease to have effect and
     the Consultant and Mr Pinnington  confirm,  by their signatures to this
     agreement,  that they have no claim  against  the  Company or any Group
     Company  arising out of clause 5 of the  Consultancy  Agreement and, to
     the  extent  that any such claim  exists,  both the  Consultant  and Mr
     Pinnington  irrevocably waive such claim and release the Company and/or
     any Group Company from any liability whatsoever in respect of it.

8.   Clause 7 of the Consultancy Agreement shall continue for so long as any
     lease under which a motor car is provided to the  Consultant  and which
     is in effect as at the Effective  Date remains in full force and effect
     but so that  the  Company's  obligations  pursuant  to  clause 7 of the
     Consultancy  Agreement will cease  immediately upon termination of this
     agreement for whatever reason.

9.   Other than as varied by this agreement, all terms and conditions of the
     Consultancy Agreement shall remain in full force and effect.

10.  All terms and conditions of the Supplemental  Agreement shall remain in
     full force and effect.

11.  All terms and conditions of the Variation Agreement shall cease to have
     effect.  The Consultant and Mr Pinnington,  by their signatures to this
     agreement,  confirm that they have no claim  against the Company or any
     Group Company arising out of the Variation Agreement and, to the extent
     that any such claim  exists,  irrevocably  waive such claim and release
     the Company  and/or any Group Company from any liability  whatsoever in
     respect of it.

13.  SEVERENCE

     The various  provisions  of this  agreement  are  severable  and if any
     provision  is  held  to be  invalid  or  unenforceable  by a  court  of
     competent  jurisdiction then such invalidity or unenforceability  shall
     not affect the remaining provisions of this agreement.

14.  ASSIGNMENT AND DELEGATION

     The Consultant shall not assign this agreement to any person; nor shall
     the  Consultant  sub-contract  or  delegate  to any  person  any of the
     Consultant's obligations under it.

15.  GOVERNING LAW

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

15.2  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.

16.   NOTICES

16.1  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  (in the case of the
      Company marked for the attention of the Company Secretary) for the time
      being.

16.2  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.

16.3  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.

17.   DEFINITIONS AND INTERPRETATION

17.1  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;

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

         "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;

17.2   Any  reference  to a statutory  provision  shall be deemed to include a
       reference to any statutory modification or re-enactment of it.

17.3   The headings in this Agreement are for  convenience  only and shall not
       affect its construction or interpretation.

17.4   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.

17.5   Where appropriate, references to the Executive include his personal
       representatives.



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IN WITNESS of which this agreement has been executed and delivered the day and
year first above written.



EXECUTED as a DEED by               )
HUNTINGDON LIFE SCIENCES            )
GROUP PLC acting by                 )
two directors and/or one director   )
and the secretary                   )

                                             ...............................
                                                                    Director






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



EXECUTED as a DEED by               )
HARFORD CONSULTANCY                 )
SERVICES LTD acting by              )
two directors and/or one director   )
and the secretary                   )

                                              ...............................
                                                                     Director



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




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EXECUTED as a DEED by               )
ROGER A PINNINGTON                  )
in the presence of:                 )


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


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





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Occupation