DATED                                                                    1998





                    (1)      HUNTINGDON LIFE SCIENCES GROUP plc


                    (2)      ANDREW H BAKER

















                                   OPTION DEED















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

                               Ref: TL/MC/25407/3


<PAGE>


                                      INDEX


                          (for reference purposes only)



Clause                         Heading                            Page No.


1        DEFINITIONS AND INTERPRETATION                               1
         ------------------------------

2        OPTIONS                                                      6
         -------

3        EXERCISE AND LAPSE OF OPTIONS                                6
         -----------------------------

4        PROCEDURE ON THE EXERCISE OF AN OPTION                       8
         --------------------------------------

5        TAKEOVERS AND LIQUIDATIONS                                   9
         --------------------------

6        VARIATION OF SHARE CAPITAL                                  11
         --------------------------

7        TAXATION                                                    11
         --------

8        COSTS                                                       12
         -----

9        ASSIGNMENT                                                  12
         ----------

10       TIME FOR PERFORMANCE                                        12
         --------------------

11       NOTICES                                                     12
         -------

12       GOVERNING LAW                                               12
         -------------

13       COUNTERPARTS                                                13
         ------------

14       VARIATIONS                                                  13
         ----------





<PAGE>

THIS DEED is made                                                  1998

BETWEEN:

(1)      Huntingdon  Life Sciences Group  plc whose  registered office is at
         ("the Grantor"); and

(2)      ANDREW H BAKER of                      ("the Grantee")

WHEREAS:

The Grantor  has agreed to grant  options to the  Grantee to  subscribe  for the
Shares (as  hereinafter  defined)  on the terms and  conditions  set out in this
Deed.

IT IS HEREBY AGREED:



<PAGE>


1        DEFINITIONS AND INTERPRETATION

1.1      In this Deed the  following  words and  expressions  shall (except
         where the context  otherwise  requires)  have the following
         meanings:-

         "Act"                      the Companies Act 1985;

         "Appropriate Period"       (i) if the
                                        circumstances   in
                                        Clause  5.1  apply
                                        the  period of six
                                        months   beginning
                                        with  the  date on
                                        which  the  person
                                        making  the  offer
                                        has obtained Control of the
                                        Grantor and any condition subject
                                        to which the offer
                                        is made  has  been
                                        satisfied;

                                   (ii) if the circumstances in
                                        Clause  5.2  apply
                                        the  period of six
                                        months beginning
                                        with  the  date on
                                        which the Reconstruction
                                        Scheme is sanctioned  by the
                                        Court;

                                 (iii)  if the circumstances in
                                        Clause  5.3  apply the period  during
                                        which  the  person remains  bound  or
                                        entitled to acquire any shares
                                        in the Grantor;

         "Auditors"                     the auditors for the time being of the
                                        Grantor  appointed  pursuant to section
                                        384 of the Act and acting as experts and
                                        not as arbitrators;

         "Board"                        the Board of  directors  for the time
                                        being of the Grantor or a duly appointed
                                        committee thereof at which a quorum is
                                        present;

         "Control"                      the same meaning  as in Section 840
                                        of  the Taxes  Act  and  the expression
                                        "controlled" shall be construed
                                        accordingly;

         "Dealing Day"                  a day on which the London Stock Exchange
                                        is open for business;

         "Group"                        the Grantor and company under the
                                        Control of the Grantor;

         "London Stock Exchange"        the London Stock Exchange Limited;

         "Market Value"                 in respect of any Share on any day
                                        means either:

                                   (a)  (when on that day the shares of that
                                        class  are  listed on  the  official
                                        list of the London Stock Exchange)
                                        the middle market quotation  of such
                                        a Share as derived from the Daily
                                        Official  List  of the London Stock
                                        Exchange for the Dealing Day
                                        immediately preceding that day; or

                                  (b)   in all other cases the market value
                                        of such a Share as determined in
                                        accordance with the provisions of
                                        part  VIII  of the Taxation of
                                        Chargeable Gains
                                      
         "Option"                a right to subscribe for Shares pursuant to
                                 this Deed and where the context so requires
                                 shall:-

                                 (a)    mean as  appropriate an 'A' option, 
                                        a 'B' Option, a 'C' Option or a 'D'
                                        Option; and

                                 (b)    includes New  Options granted as
                                        consideration  for  the release of Old
                                        Options in  accordance with Clause 5;

         "Price"                  12.5 pence per Share;

         "Remuneration Committee" the committee consisting  wholly or mainly of
                                  non-executive  directors of the Grantor and
                                  chaired by a non-executive director;

         "Share"                  an ordinary share of 5p in the capital of the
                                  Grantor;

         "Subsisting Option"      an Option to the extent that it has not been
                                  exercised, lapsed or cancelled;

         "Tax                     Liability" any liability of
                                  the  Grantor or any company
                                  which  Controls or is under
                                  the  Control of the Grantor
                                  to  account  for any income
                                  tax   National    Insurance
                                  contributions  or other tax
                                  arising in  relation to the
                                  grant,  exercise  or  other
                                  dealing with or in relation
                                  to an Option;

         "Taxes Act"              the Income and Corporation Taxes Act 1988;

1.2      Any reference in this Deed to any provision of any Act of Parliament or
         any subordinate legislation (as defined in the Interpretation Act 1978)
         made  thereto  shall  be  deemed  to be a  reference  to  such  Act  of
         Parliament or subordinate legislation as amended modified or re-enacted
         (whether  before or after the date  hereof)  and any  reference  to any
         provision of any such Act or subordinate legislation shall also include
         where appropriate any provision of which it is a re-enactment  (whether
         with or without modification).

1.3      In this Deed words incorporating the masculine gender shall include the
         feminine and neuter genders and words incorporating the singular number
         shall include the plural and vice versa.

1.4      Unless otherwise  stated  references to Clauses are references to
         Clauses of this Deed.

1.5      The Index and Clause headings are for ease of reference only and shall
         not affect the construction or  interpretation  of this
         Deed.

1.6      References to the parties hereto include their respective successors in
         title assigns estates and legal personal representatives.

1.7      References to writing shall include  typewriting  printing  lithography
         photography telex and facsimile messages and other modes of reproducing
         words in a legible and non-transitory form.

2        OPTIONS

         The Grantor  hereby  grants to the Grantee four  Options in  accordance
         with the terms of this Deed to  subscribe  for  1,250,000  Shares under
         each Option at the Price and such Options are hereby  designated  as an
         'A' Option, a 'B' Option, a 'C' Option and a 'D' Option respectively.

3        EXERCISE AND LAPSE OF OPTIONS

3.1      The exercise of an Option shall be subject to the following conditions:

         3.1.1    the 'A'  Option  may be  exercised  on or  after  the  seventh
                  consecutive  Dealing Day on which,  but not until,  the Market
                  Value of a Share is 25 pence per Share;

         3.1.2    the 'B'  Option  may be  exercised  on or  after  the  seventh
                  consecutive  Dealing Day on which,  but not until,  the Market
                  Value of a Share is 50 pence per Share;

         3.1.3    the 'C'  Option  may be  exercised  on or  after  the  seventh
                  consecutive  Dealing Day on which,  but not until,  the Market
                  Value of a Share is 75 pence per Share; and

         3.1.4    the 'D'  Option  may be  exercised  on or  after  the  seventh
                  consecutive  Dealing Day on which,  but not until,  the Market
                  Value of a Share is 100 pence per Share

         provided that the Market Value of a Share on any Dealing Day before 1st
         January  1999 shall be ignored in applying  the above  conditions  and,
         subject to Clauses 3.5, 3.6, and 5, an Option shall not be  exercisable
         before  the  third  anniversary  of the  date  of  this  Deed.  For the
         avoidance of doubt an Option shall be  exercisable  in accordance  with
         this Deed if the  condition  under this Clause 3.1 has been  previously
         satisfied  regardless  of the  Market  Value  of a Share on the date on
         which the Option is exercised.

3.2      Subject to this  Clause 3 and Clauses 4 and 5 an Option may be
         exercised at any time on or after the third  anniversary  and
         before the tenth anniversary of the date of this Deed.

3.3      An Option shall not be exercisable on or after the tenth anniversary of
         the date of this Deed  under  any  circumstances  whatsoever  and every
         Subsisting  Option shall lapse on the tenth  anniversary of the date of
         Deed.

3.4      The right to exercise an Option shall  terminate  immediately  upon the
         Grantee ceasing to be a director of the Grantor except
         where Clauses 3.5 or 3.6 apply.

3.5      Subject   to  Clause   3.3  where  the   Grantee   dies  his   personal
         representatives may exercise any unexercised Options held by him within
         12 months of the date of death.

3.6      Where the Grantee ceases to be an director of the Grantor:

         3.6.1    by reason of injury or disability to the satisfaction of the
                  Remuneration Committee; or

         3.6.2    in any other  circumstances the Remuneration  Committee in its
                  absolute  discretion  decides not later than 30 days after the
                  date on which  the  Grantee  ceases  to be a  director  of the
                  Grantor to allow the Grantee to exercise any Subsisting Option
                  then held by him

         any Subsisting Option may be exercised no later than 6 months after the
         date of such cessation.

3.7      An Option shall lapse upon the earliest occurrence of any of the
         following events insofar as it has not been exercised:

         3.7.1    the tenth anniversary of the date of this Deed;

         3.7.2    the first anniversary of the Grantee's death;

         3.7.3    the expiry of 6 months from the date on which the Grantee 
                  ceases to be an a director of the Grantor where Clause 3.6
                  applies;

         3.7.4    the earliest date upon which the Option is expressed to lapse
                  under Clause 5;

         3.7.5    the Grantee being adjudicated bankrupt.

4        PROCEDURE ON THE EXERCISE OF AN OPTION

4.1      No Option shall be exercisable save in accordance with the then current
         Model Code for Securities Transactions by Directors of Listed Companies
         issued by the London Stock Exchange.

4.2      An Option may be exercised in whole or in part.

4.3      An Option shall be exercised by the Grantee:-

         4.3.1 giving  notice in writing to the Grantor in  accordance  with the
               provisions of Clause 11; and

         4.3.2 delivering  to the  Grantor a banker's  draft in favour of the
               Grantor drawn on a central London  clearing bank in respect of
               the  aggregate  Price for the  Shares in  respect of which the
               Option is then exercised.

4.4      Shares  shall be allotted  and issued  pursuant to a notice of exercise
         within 42 days of the exercise date. Save for any rights  determined by
         reference to a date  preceding the date of allotment  such Shares shall
         rank pari passu with the other shares of the same class in issue at the
         date of  allotment  and will be  subject to all the  provisions  of the
         Articles of Association of the Grantor  relating to voting,  dividends,
         transfer or otherwise.

4.5      Where relevant, within 28 days after Shares have been allotted pursuant
         the  exercise of an Option the Grantor  shall make  application  to the
         Council of the London Stock  Exchange for the admission to the Official
         List of the Shares allotted and issued following such exercise.

4.6      This Deed is subject to the  condition  that in the event of an Grantee
         ceasing to be a director of the Grantor or otherwise ceasing to provide
         his services to any member of the Group (for whatever  reason) he shall
         not be  entitled  to  any  compensation  whatsoever  by  reason  of any
         termination  or  alteration of rights or  expectations  under this Deed
         whether  such  compensation  is  claimed by way of damages or breach of
         contract or for loss of office or  otherwise  howsoever.  Rights  under
         this Deed are entirely  separate from any right or  entitlement  he may
         have and from his terms or  conditions  of office and rights under this
         Deed  shall in no  respects  whatever  affect in any way the  Grantee's
         rights or  entitlement or terms or conditions of any office held by the
         Grantee or any agreement under which the Grantee  provides his services
         to the Grantor.

5        TAKEOVERS AND LIQUIDATIONS

5.1      If any person obtains Control of the Grantor as a result of making a
         general offer:

         5.1.1    to acquire the whole of the issued  ordinary  share capital of
                  the Grantor  which is made on a  condition  such that if it is
                  satisfied the person making the offer will have Control of the
                  Grantor; or

         5.1.2    to acquire all the shares in the Grantor which are of the same
                  class as the Shares

         then  subject  to  the  remaining  provisions  of  this  Clause  5  any
         Subsisting Option may be exercised within the Appropriate Period and to
         the extent that it has not been exercised by the end of the Appropriate
         Period  the  Option  shall  lapse  immediately  upon  the  end  of  the
         Appropriate Period.

5.2      In the event that notice is given to the shareholders of the Grantor of
         a resolution to approve (subject to sanction by the Court) a compromise
         or  arrangement  proposed for the purposes of or in  connection  with a
         scheme for the  reconstruction  of the Grantor or its amalgamation with
         any other company or companies pursuant to Section 425 of the Act ("the
         Reconstruction  Scheme")  then the Grantee may serve notice to exercise
         his Subsisting Options at any time during the Appropriate Period and to
         the  extent  that an Option  has not been  exercised  by the end of the
         Appropriate  Period  it  shall  lapse  immediately  upon the end of the
         Appropriate Period.

5.3      If any  person  becomes  bound or  entitled  to  acquire  Shares in the
         Grantor  under  Sections  428 to 430F of the Act  then  any  Subsisting
         Option may be exercised at any time during the  Appropriate  Period and
         to the  extent  that  it  has  not  been  exercised  by the  end of the
         Appropriate  Period the Option shall lapse  immediately upon the end of
         the Appropriate Period.

5.4      If as a result of the events  specified in Clauses 5.1 or 5.2 a company
         has obtained Control of the Grantor or if a company has become bound or
         entitled as mentioned in Clause 5.3 the Board shall seek the  agreement
         of that other company ("the Acquiring  Company") or a company which has
         Control over the  Acquiring  Company and if such  agreement is obtained
         each  unexercised  Option  ("Old  Option")  may within the  Appropriate
         Period  applicable to the relevant Clause be released in  consideration
         of the grant of a new Option  ("New  Option") to acquire  shares in the
         Acquiring  Company  or a company  which has  Control  of the  Acquiring
         Company which satisfies the following conditions:

         5.4.1    it is a right to acquire  such number of such shares as has on
                  acquisition of the New Option an aggregate  Market Value equal
                  to the aggregate Market Value of the Shares subject to the Old
                  Option on its disposal;

         5.4.2    it has a subscription  price per share such that the aggregate
                  price payable on complete  exercise equals the aggregate price
                  which would have been payable on complete  exercise of the Old
                  Option; and

         5.4.3 it is otherwise identical in terms to the Old Option.

         The New Option shall for all other  purposes of this Deed be treated as
         having   been   acquired  at  the  same  time  as  the  Old  Option  in
         consideration  of the  release of which it is granted and where any New
         Options are granted  pursuant to this Clause 5.4 Clauses 3, 4, 5, and 6
         and all definitions in Clause 1.1 as appropriate in those Clauses shall
         in relation to the New Options be  construed  as if  references  to the
         Grantor and to the Shares were  references  to the company  whose share
         capital  includes shares over which the New Option has been granted and
         to the shares in that company. Where in accordance with this Clause 5.4
         Old Options are released and New Options  granted the New Options shall
         not be exercisable in accordance with Clauses 5.1, 5.2 and 5.3 above by
         virtue of the event by reason of which the New Options were granted.

5.5      In the event that notice is given to the shareholders of the Grantor of
         a resolution to be proposed for the voluntary winding up of the Grantor
         the Grantee may serve notice to exercise, his Subsisting Options at any
         time up to the passing of the resolution  provided that any such notice
         to exercise  shall only be effective if the  resolution  is passed.  If
         such  resolution is duly passed all Options  shall,  to the extent that
         they have not been exercised, lapse.

5.6      For the  purposes of this Clause 5 other than Clause 5.4 a person shall
         be deemed to have obtained Control of a Grantor if he and others acting
         in concert with him have together obtained Control of it.

5.7      The exercise of an Option  pursuant to the preceding  provisions of
         this Clause 5 shall be subject to the provisions of Clause 4.

6        VARIATION OF SHARE CAPITAL

         In the event of any  variation  in the share  capital of the Grantor by
         way of capitalization or rights issue or any consolidation sub-division
         or  reduction  of capital or  otherwise  by the  Grantor  the number of
         Shares  subject to any  Option  and the Price for each of those  Shares
         shall be adjusted by the Remuneration  Committee subject (except in the
         case of a capitalization) to written  confirmation by the Auditors that
         in their opinion such adjustment is fair and reasonable provided that:

         6.1      the aggregate amount payable on the exercise of an Option in
                  full is  not increased; and

         6.2      the Price for a Share is not reduced below its nominal value.

7        TAXATION

7.1      If a Tax Liability  arises in respect of an Option the Grantor shall be
         entitled to deduct to the extent  permitted by law such  amount(s) from
         any payment due to be made by the Grantor or any company which controls
         or is  controlled  by the  Grantor to or in  respect of the  Grantee in
         respect of that Option during the same calendar month or other relevant
         period in which the event occurs or in any subsequent calendar month or
         such  relevant  period  in  order  to  satisfy  and  discharge  the Tax
         Liability  whether  or not such  payment  is of an  income  or  capital
         nature.

7.2      If and to the extent the Tax Liability  referred to in Clause 7.1 is of
         income tax which  exceeds the amount from which  deductions  in respect
         thereof  can be made in any one  period  referred  to in Clause  7.1 in
         respect of the Grantee,  the Grantee shall pay or reimburse the Grantor
         for the amount of the excess on demand or within  such period as may be
         specified in any written notice given by the Grantor.

7.3      Where a Tax  Liability  arises in respect of the exercise of an Option,
         the Board may,  without  prejudice to the Grantor's rights under Clause
         7.1 and Clause  7.2, by written  notice to the Grantee  nominate as his
         bare  trustee  any person (the "Bare  Trustee")  to sell such number of
         Shares  issued  upon the  exercise  of the Option as may be required in
         order to discharge the Tax Liability and any other liability (including
         costs)  connected  with the said sale and the Bare Trustee shall pay an
         amount  equal  to the  Tax  Liability  to  the  Grantor  and  otherwise
         discharge any other said  liability to the extent that the net proceeds
         from the said sale permit.

8        COSTS

         Each of the parties  shall bear and pay its own legal  accountancy  and
         other fees and expenses incurred in the preparation and  implementation
         of this Deed.

9        ASSIGNMENT

         This Deed shall be binding upon each party's  personal  representatives
         and  successors in title but the benefit of this Deed shall be personal
         to the Grantee and shall not be assignable by the Grantee.

10       TIME FOR PERFORMANCE

         Any date or period mentioned in any Clause of this Deed (other than any
         reference to the tenth  anniversary of the date hereof) may be extended
         by mutual agreement between the parties.

11       NOTICES

         Any  notice to be given  pursuant  to the  terms of this Deed  shall be
         given in writing to the party due to receive  such  notice (in the case
         of a company)  at its  registered  office  from time to time or (in the
         case of an individual) at his such party's address set out in this Deed
         or such other  address as may have been notified for the purpose to the
         other parties  hereto in accordance  with this Clause.  Notice shall be
         delivered  personally or sent by first class pre-paid recorded delivery
         or registered post (air mail if overseas) or by facsimile  transmission
         and shall be deemed to be given in the case of delivery  personally  on
         delivery  and in the case of posting  (in the  absence of  evidence  of
         earlier  receipt) 48 hours  after  posting (6 days if sent by air mail)
         and  in  the  case  of  facsimile  transmission  on  completion  of the
         transmission.

12       GOVERNING LAW

         This Deed shall be governed by and construed in accordance with English
         Law and the parties  hereby submit for all purposes in connection  with
         this Deed to the exclusive jurisdiction of the English Courts.

13       COUNTERPARTS

         This Deed may be executed in any number of  counterparts  each of which
         when executed by one or more of the parties hereto shall  constitute an
         original but all of which shall constitute one and the same instrument.

14       VARIATIONS

         No  variation  of this Deed shall be valid  unless it is in writing and
signed by or on behalf of each of the parties hereto.


THIS DEED has been duly executed by the parties or their duly authorised
representatives


<PAGE>


EXECUTED (but not delivered         )
until the date hereof) as a         )
deed by Huntingdon Life             )
Sciences Group plc acting by        )


         Director


         Director/Secretary



EXECUTED (but not delivered         )
until the date hereof) as a         )
deed by the said  ANDREW H )
BAKER in the presence of:  )

Name:

Address:


Occupation: