CONFORMED COPY


                                     <PAGE>





                              Dated 10 August 1998







                     (1) HUNTINGDON LIFE SCIENCES GROUP PLC

                         (2) THE DIRECTORS NAMED HEREIN

                        (3) THE SUBSCRIBERS NAMED HEREIN










                             SUBSCRIPTION AGREEMENT













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


                                 Ref: SG/25407/3


<PAGE>


THIS AGREEMENT is made the tenth day of August 1998

BETWEEN:-



<PAGE>


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

2.    The  persons  whose  names  and  addresses  are set out in  Schedule  1
      (together the "Directors");

3.    The  persons  whose  names  and  addresses  are set out in  Schedule  2
      (together the "Subscribers").

WHEREAS:



<PAGE>


(A)  The  Company  was  incorporated  under  the  Companies  Act  1948 on 14
     December  1951 as a private  company  limited by shares  under  company
     registration  number  502370  with the name of  Nutrition  Research  Co
     Limited.  Its name was changed to Nutrition Research Unit Limited on 27
     May 1959 and to Huntingdon  Research  Centre plc on 12 April 1983 (when
     it was  re-registered as a public company) to Huntingdon  International
     Holdings plc on 28 June 1985 and to Huntingdon  Life Sciences Group plc
     on 4 April 1997.

(B)  Immediately  prior to the passing of the  resolutions as set out in the
     printed  Notice of Meeting  forming part of the  Prospectus (as defined
     below), the Company had an authorised share capital of (pound)7,000,000
     divided  into   140,000,000   ordinary  shares  of  5p  each  of  which
     114,006,863  ordinary  shares of 5p each had been  allotted  and issued
     fully paid.

(C)  For the purpose of, inter alia, approving this Agreement (to enable the
     Panel on Take-overs  and Mergers to waive the  obligations to which the
     Subscribers  would  otherwise be subject  under rule 9 of the Code) and
     implementing the Subscription and the Placing, the Company is proposing
     to convene  the EGM (as  defined  below) at which the  Resolutions  (as
     defined below) shall be proposed.

(D)  The Directors are all the directors of the Company at the date hereof.

(E)  In reliance upon the Documents,  the Accounts, the Interim Results, any
     Approved Document, any Supplementary Prospectus,  any other information
     published  or  otherwise  made  public  by  the  Company,  the  various
     warranties,  covenants,  indemnities,  undertakings and other terms and
     conditions  contained  herein  (but upon  nothing  else as between  the
     Company,  the  Directors and the  Subscribers),  the  Subscribers  have
     agreed to subscribe  for the  Subscription  Shares at the  Subscription
     Price on the terms and subject to the conditions of this Agreement.


<PAGE>


NOW IT IS HEREBY AGREED as follows:-


1.       Interpretation

1.1      In this  Agreement (including the Recitals and the  Schedules) the
         following words and expressions shall have the respective meanings set
         out below:-

         "Accounts"             the audited  balance  sheet of each Group  
                                Company as at 31 December 1997 and the audited  
                                profit and loss account and cash flow statement
                                of each  Group  Company  for  the  financial
                                year ended on 31  December  1997,  including
                                in the  case  of  the  Company  the  audited
                                consolidated  balance  sheet as at that date
                                and  audited  consolidated  profit  and loss
                                account   for  that  year,   and  all  notes
                                thereto  and the  directors'  and  auditors'
                                reports;

         "Accountants"          Arthur  Andersen  of  Betjeman  House, 104
                                Hills Road, Cambridge, CB2 1LH;

         "Act"                  the Companies Act 1985 as amended;

         "Admission"            the  admission   of   the
                                Subscription Shares and the
                                Placing   Shares   to   the
                                Official List of the London
                                Stock   Exchange   becoming
                                effective   in   accordance
                                with   Rule   7.1   of  the
                                Listing Rules;

         "Application Form"     the application form  for use  by  Qualifying
                                Shareholders  (as  defined  in  the  Placing
                                Agreement) in  connection  with the Placing,
                                in the agreed form (Document A);

         "Approved Document"    has the meaning attributed  to it in the 
                                Responsibility  Statements;

         "Banks"             National Westminster Bank plc, Comerica Bank Inc.
                             and First National Bank of Maryland Inc.;

         "Board"                the Board of Directors of the Company or a duly
                                authorised committee thereof;

         "Bridging              Agreement"   the  agreement
                                between    the     Company,
                                Huntingdon   Life  Sciences
                                Limited     ("HLSL")    and
                                National  Westminster  Bank
                                Plc  regarding  a  bridging
                                facility in the agreed form
                                (Document B);

         "Business Day"        any  day  on  which  clearing  banks  in the
                               City of London are open for business;

         "Code"                the City Code on Take-overs and Mergers;

         "Directors"           the Executive  Directors  and  Non-Executive
                               Directors;

         "Documents"           the  Prospectus,   Application  Form,  Proxy
                               and the Press Announcement;

         "Dresdner Kleinwort Benson"   Kleinwort  Benson  Limited  of 20 
                                       Fenchurch  Street,
                                       London EC3P 3DB;

         "EGM"                  the  Extraordinary  General  Meeting  of the
                                Company  to  be  convened  for  2  September
                                1998  at  which  the  Resolutions  are to be
                                proposed,    and   any   adjourned   meeting
                                thereof;

         "Executive Directors"  those  persons whose names and addresses
                                are set out in Part A of Schedule 1;

         "Existing Facility"    has  the  meaning  attributed to it in the New
                                Facility;

         "Facility Documents"   the Existing Facility,  the New Facility, 
                                the Security,  the
                                Security  Deed,  the Bridging  Agreement and
                                the FOREX Agreement;

         "FHP                   Consultancy  Agreement" the
                                consultancy agreement to be
                                between   the  Company  and
                                Focused          Healthcare
                                Partnership Limited and the
                                undertaking    between   Mr
                                Baker and the Company, both
                                in the agreed form
                                (Documents C);

         "FOREX Agreement"      the  Existing  Ancillary  Facilities as defined
                                in the New Facility, in the agreed form
                                (Document D);

         "FSA"                  the  Financial   Services   Act   1986   as
                                amended,   including  any  regulations  made
                                pursuant thereto;

         "Group"                the Company and its subsidiary undertakings (but
                                not,  for  the   avoidance  of  doubt,   any
                                associated undertakings);

         "Group Company"        any company in the Group;

         "Interim               Results"   the    unaudited
                                consolidated  balance sheet
                                of the  Group as at 30 June
                                1998   together   with  the
                                unaudited  consolidated
                                profit and loss  account of
                                the  Group for the 6 months
                                ended on 30 June 1998;

         "Listing Rules"        the listing  rules made by the London  Stock
                                Exchange  under  Section  142 of the FSA and
                                in force at the date of this Agreement;

         "London Stock Exchange"   the London Stock Exchange Limited;

         "Mr Baker"                Andrew Baker c/o;

         "Nat West Letter"         the letter from National Westminster Bank
                                   Plc to the Subscribers in the agreed  form
                                   (Document E) confirming  that conditional
                                   only on  the  satisfaction of Conditions
                                   Precedent (ii)and (iii) in Schedule 6 to
                                   the New Facility  the facility  of
                                   (pound)24,500,000  will be advanced to the 
                                   Company on the date of that letter;

         "New Facility"            the facility agreement  between  the
                                   Company  (i) HLSL (2 Huntingdon  Life
                                   Sciences Inc. ("HLS")(3) Bankers (4) and
                                   National  Westminster Bank Plc as agent (5)
                                   in the agreed form (Document F);

         "Non-Executive Directors"    those  persons  whose names and addresses
                                      are set out in Part B of Schedule 1;

         "Ciba                      Geigy  Agreement"  the Deed
                                    of  Variation  between  the
                                    Company  and Ciba Geigy plc
                                    rescheduling   payment   of
                                    monies  due to  Ciba  Geigy
                                    plc and waiving breaches by
                                    the  Company  in the agreed
                                    form (Document G);

         "Option Agreement"         the agreement between Mr Baker and the 
                                    Company in the  agreed  form (Document H)
                                    regarding options over  Ordinary Shares
                                    to be granted to   Mr    Baker   by  the
                                    Company  on substantially the same terms
                                    as apply to the Unapproved Option Scheme;

         "Ordinary Shares"          the  ordinary  shares  of 5p each in the
                                    capital  of the Company;

         "Placing"                  the  placing  and open  offer of the
                                    Placing Shares
                                    pursuant  to the  terms  of and  subject to
                                    the conditions to the Placing Agreement;

         "Placing Agreement"        the  placing  and open offer  agreement
                                    between  the Company
                                    and Dresdner Kleinwort Benson in the
                                    agreed form (Document I);

         "Placing Shares"           the new Ordinar  Shares to be issued by the
                                    Company pursuant to the Placing Agreement;

         "Powers of Attorney"       the  powers of  attorney  given by each of
                                    the  Directors  in
                                    the agreed form (Document J);

         "Press Announcement"       means the press  announcement in the agreed
                                    form  (Document K)  giving   details
                                    inter  alia,  of the Subscription and the
                                    Placing;

         "Properties"               the properties, including  all  of  the
                                    properties   used  by  the  Group  for  the
                                    purposes  of its  business,  details of all
                                    of  which  are  set out in paragraph 8 of
                                    Part VI of the Prospectus;

         "Proposals"                the Proposals as defined in the Prospectus;

         "Prospectus"               the  prospectus  relating, inter  alia, to
                                    the Company,  the Subscription, the Placing
                                    and  the  Resolutions  in  the  agreed form
                                    (Document L);

         "Proxy"                     the form of proxy in the  agreed  form 
                                     (Document  M) for use by  shareholders 
                                     in connection with the EGM;

         "Resolutions"               the  resolutions  set out in the notice of
                                     EGM in the Prospectus;

         "Responsibility Statements"  the responsibility statements to be given
                                      by  the  Directors in the agreed form
                                      (Document N);

         "Security"             has the meaning attributed  to it in the New
                                Facility;

         "Security Deeds"       the two deeds in the agreed form (Documents
                                0) varying the Guarantee  and  Debenture  dated
                                1 November 1995  included in the  definition
                                of the  Security  and  entered  into  on the
                                date hereof;

         "Service Agreements"   the  service  agreements  to  be  between  M
                                Sandford and C  Macdonald  and  the Company,
                                respectively, in the agreed form (Documents P);

         "Specified Event"       an event occurring or matter arising on or
                                 after the date hereof and before Admission 
                                 which if it had occurred or arisen before the
                                 date hereof  would have  rendered any of the
                                 Warranties   untrue  or   incorrect  in  any
                                 respect  which is  material  in the  context
                                 of  the  Group  or the  Subscription  or the
                                 Placing;

         "Subscription Price"       12 1/2 pence per Ordinary Share;

         "Subscription Shares"      the  120,000,000  new Ordinary Shares which
                                    are to be allotted  and  issued by the
                                    Company to the Subscribers pursuant to this
                                    Agreement;

         "subsidiary undertaking    have the meanings ascribed to them
         or parent undertaking"     by Section 258 of the Act;

         "Supplementary Prospectus" means any supplementary
                                    prospectus  prepared  for  the purposes of
                                    Section  147  of the  FSA and  the Listing
                                    Rules;

         "Taxation/Tax"             includes all  forms  of  taxation, duties,
                                    imposts, contributions,  charges, sums and
                                    levies  (including    without   limitation
                                    social   security     contributions   and
                                    withholding  taxes) whatsoever and whenever
                                    imposed,  by  a Taxation  Authority  and
                                    whether or not it is primarily  payable by
                                    the  Company  or any other person, and all
                                    amounts    recoverable  by a  Taxation
                                    Authority  as  if  they were  Taxation and
                                    all  charges, interest, fines, penalties
                                    and  surcharges incidental, or relating to
                                    the same;

         "Taxation Authority"       the Inland
                                    Revenue,   H  M  Customs  &
                                    Excise,  the United  States
                                    Internal   Revenue  Service
                                    and any other  governmental
                                    department   or  agency  or
                                    office   whether   in   the
                                    United Kingdom,  the United
                                    States or elsewhere  having
                                    authority  or  jurisdiction
                                    in   relation  to  Taxation
                                    matters;

         "Unapproved Option Scheme"  the Huntingdon Unapproved Share Option
                                     Scheme  proposed to
                                     be adopted pursuant to Resolution 4;

         "Unapproved Option Scheme   the rules of the Unapproved Option
         Rules"                      Scheme in the agreed form (Document Q);

         "US Subscribers"      the Subscribers other than Andrew
                               Stafford-Deitsch and Gordon Grender;

         "VAT"                 United Kingdom value added tax;

         "Verification Notes"  the verification notes in the agreed form
                               Document R) incorporating the answers  to the
                               verification    questions   in   the   notes
                               confirming    the    factual     information
                               contained   in  the   Prospectus   as  being
                               accurate   or   not   misleading   and   the
                               statements  of  opinion  or  belief as being
                               reasonably  formed,   held  or  deduced  and
                               copies of  documents  cited in  response  to
                               such queries;

         "Warranties"          the warranties,  covenants and  undertakings
                               contained in Clause 10 and Schedule 5;

         "Working              Capital  Report" the report
                               on     the     consolidated
                               cashflow     and    working
                               capital  projections of the
                               Group   for   the    period
                               commencing  1 July 1998 and
                               ending 31 December  1999 in
                               the agreed  form  (Document
                               S).

1.2   Any  reference  to a document  being "in the agreed  form" means in the
      form of the draft or proof of the  document  signed for the  purpose of
      identification  by Charles Russell (on behalf of the  Subscribers)  and
      Simmons and Simmons (on behalf of the other parties to this Agreement).
      A complete  list of documents in the agreed form is set out in Schedule
      3.

1.3   The  Interpretation  Act  1978  shall  apply  to this  Agreement in the
      same way as it applies to an enactment.

1.4   References  in this  Agreement to Recitals,  Clauses,  sub-clauses  and
      Schedules are to the Recitals, Clauses, sub-clauses of and Schedules to
      this Agreement.

1.5   Any  provision of this  Agreement  which is expressed to bind more than
      one person shall save where stated otherwise bind them severally.

1.6   headings are included in this Agreement for convenience  only and shall
      be disregarded in its interpretation.

1.7   Reference in any form to the knowledge and/or information and/or belief
      and/or  awareness of any person  (whether  corporate or  otherwise)  or
      words to  similar  effect  shall be deemed to  include  any  knowledge,
      information,  belief or awareness  which any such person would have had
      if he or it, or (if corporate)  its  directors,  officers and employees
      had made due and careful  enquiries  (including  for the  avoidance  of
      doubt due and careful  enquiries of all relevant  advisers)  and taking
      into  consideration  the   responsibilities   of  such  person  or  (if
      corporate)  its  directors,  officers  and  employees in respect of the
      contents of the Documents.

1.8   References in this Agreement to the word "material"  shall be deemed to
      mean a serious adverse change or serious adverse changes in the context
      of the Group (including but not limited to its condition  (financial or
      otherwise), business, prospects, net worth or results of operations) or
      the  Subscription  or the  Placing  or if such  matter  gives rise to a
      readily quantifiable financial liability,  the word "material" shall be
      deemed to mean an adverse change or changes to the condition (financial
      or otherwise),  business, prospects, net worth or results of operations
      which may give rise to a liability or aggregate liability of any member
      or members of the Group of (pound)1.5 million or more.

1.9   References to statutes or statutory  provisions  include  references to
      any  orders  or  regulations  made  thereunder  and  references  to any
      statute,   provision,   order  or  regulation  as  amended,   modified,
      re-enacted  or replaced  from time to time whether  before or after the
      date hereof and to any previous statute,  statutory provision, order or
      regulation amended,  modified,  re-enacted or replaced by such statute,
      provision, order or regulation.

1.10  References  to the  Subscribers  shall,  when  made in  respect  of any
      rights, duties or obligations of any nature due to the Subscribers,  be
      deemed to  include  reference  to Mr Baker in his own  capacity  and as
      trustee for Focused Healthcare Partnership Limited.

2.    Conditions

2.1  The obligations of the Subscribers under this Agreement are conditional
     upon:-

    2.1.1   the Documents  having been  approved on behalf of the London Stock
            Exchange, the Panel on  Takeovers  and  Mergers  having  approved
            the  Prospectus  and agreeing, subject to the passing of Resolution
            1 on a poll of  independent shareholders,  to waive any obligations
            of the Subscribers to make a general offer to  shareholders of the
            Company under Rule 9 of the Code, in each case prior to the 
            publication  of the  Documents and such approval and waiver not
            being withdrawn prior to this Agreement becoming  otherwise 
            unconditional in all respects;

    2.1.2   two  copies  of  the  Prospectus   being  delivered  to  the
            Registrar of Companies for  registration  in accordance with
            Section 149 of the FSA;

    2.1.3   the  submission  (signed  where  appropriate  by each of the
            Directors)  to the London  Stock  Exchange of all  documents
            specified  by the Listing  Rules for the purposes of Section
            154 of the FSA in accordance  with the Listing Rules and the
            London  Stock  Exchange   approving  the  contents  of  such
            documents or authorising the issue of such documents without
            such  approval  by not later  than 10 August  1998,  or such
            later  date as the  Subscribers  may  agree and in any event
            before the document concerned is issued;

   2.1.4    the FHP Consultancy Agreement,  the Placing Agreement,  the Option
            Agreement, and the Service  Agreements  becoming  unconditional 
            in all  respects  other than as regards  completion  of this 
            Agreement,  and the  Company or HLSL or HLS or any of the  members
            of the Group  which are party  thereto not having  varied or agreed
            to vary any of the  terms,  or having  exercised  or omitted
            to exercise  any of its rights or  benefits  under any of such 
            documents  or any of the Facility  Documents or the Ciba Geigy 
            Agreement  (including,  but without  limitation,  consenting  to, 
            agreeing  or waiving  the  exercise or omission to exercise by any
            party to any of such  documents  or any of the Facility  Documents 
            or the Ciba Geigy Agreement of any of its  rights, benefits or 
            obligations  under any of such  documents or any of the Facility
            Documents  or the Ciba Geigy  Agreement) and the Unapproved Option
            Scheme Rules and the Approved  Option  Scheme Rules not having been
            varied,  without in any such case the prior written consent of the
            Subscribers;

   2.1.5    the receipt by Mr Baker on behalf of the Subscribers of the NatWest
            Letter;

   2.1.6    the passing of all of the  Resolutions  without  amendments
            (save with the prior written consent of the  Subscribers) on
                    or  by  2  September   1998  (or  such  later date  as the
                    Subscribers may agree);

  2.1.7      the  fulfilment  by the  Directors  and the Company of their
             respective  obligations  under  Clauses  3 and  4 and  their
             respective  obligations  under  Clauses 5.3, 5.5, 7.2, 8, 9,
             10.4 and 13.4 in accordance with their term and in any event
             on or before Admission,  or in any such case such later time
             or date as the Subscribers may agree;

  2.1.8      none of the  Warranties  being untrue or  inaccurate  in any
             material   respect  at  the  date  hereof  and  no  fact  or
             circumstances  having arisen and nothing having been done or
             omitted to be done (together an "Event") which

             (i)  would  render  any of such  Warranties  untrue  or
                  inaccurate  in any  material  respect if they were
                  repeated  as at  Admission  or at any  time  on or
                  after  28   August   1998  up  to  and   including
                  Admission; or

             (ii) would  entitle  or would have  entitled  (with the
                  giving of notice  and/or  lapse of time and/or the
                  satisfaction   of  any  other   condition   and/or
                  compliance with any other  formality) the Banks or
                  any of them:-

          (a)   to  require  repayment  before  its  stated  maturity  of any
                amounts  from time to time  outstanding  under,  or to refuse
                the making of an advance or  drawdown  or  otherwise  to make
                available   funds  under,   the  Existing   Facility  or  the
                Bridging  Agreement  or the  FOREX  Agreement  (save  for any
                Event which relates  solely to the FOREX  Agreement and which
                (i) does not give  rise to a breach  of any  other  warranty,
                condition  or term of this  Agreement,  (ii) is not a default
                and would not  entitle  the Banks or any of them to  exercise
                their   rights,   remedies  or  powers   under  the  Existing
                Facility  or  the  Bridging  Facility,  and  (iii)  is  not a
                Default or Default Occurrence under the New Facility; or

          (b)   to enforce any of the Security; or

   (iii)     which would be a Default or Default Occurrence (as
             defined  in  the  New  Facility)   under  the  New
             Facility (or would be if any advance had been made
             thereunder and remained outstanding);

    2.1.9   any  Supplementary  Prospectus  being approved by the London
            Stock Exchange and published in accordance  with the Listing
            Rules  and  Clause  3  before  the  condition  contained  in
            sub-clause 2.1.11 shall have been satisfied;

    2.1.10  the delivery by the Company and the  Executive  Directors to
            the  Subscribers  of a  certificate  in the  form set out in
            Schedule 6 on 3rd  September  1998 not later than 5.00pm (or
            such later time or date as the Subscribers may agree);

    2.1.11  Admission  occurring  on or before 4  September  1998 (or such
            later date as the Subscribers may agree); or

    2.1.12  if any demand  shall be made by any of the Banks for payment or
            repayment of any sums from  time to time  owing to the  Banks or
            any of them  pursuant  to the Existing  Facility or the Bridging
            Agreement or the FOREX Agreement save for any such demand in
            respect  solely of the FOREX  Agreement  and which (i) does not
            give rise to a breach of any other warranty, condition or term of
            this  Agreement, (ii) is not a default  and would not  entitle
            the Banks or  any of them to exercise  their rights, remedies or
            powers under the ExistingFacility  or the  Bridg in Facility,
            and (iii) is not a Default  or Default Occurrence under the New
            Facility.

         PROVIDED THAT each of the parties to this  Agreement  shall perform its
         respective obligations under this Agreement until such time (if any) as
         any of such conditions  shall have become  incapable of being fulfilled
         whereupon the provisions of Clause 2.3 shall apply.

2.2      The  Company,   each  of  the  Directors  and  the   Subscribers   will
         respectively use all reasonable endeavours to procure the fulfilment of
         the  conditions  set out in Clause  2.1 by the  times and dates  stated
         therein (or such later time and/or date as the  Subscribers  may agree)
         and undertake to provide such information,  supply such documents,  pay
         such fees,  give such  undertakings  and do all such acts and things as
         may be required by the London  Stock  Exchange to enable  Admission  to
         occur and shall notify each other party forthwith of any information of
         which they are or become aware at any time until this Agreement becomes
         unconditional  in all respects which could or does indicate that any of
         the said conditions is not, or may not be, capable of being satisfied.

2.3      If any of the  conditions  set out in Clause 2.1 is not  fulfilled,  or
         waived by the  Subscribers,  by the time and/or date specified  therein
         (or such later time and/or date as the Subscribers may agree) or, where
         no time and/or date is  specified,  before the  condition  contained in
         Clause 2.1.11 shall have been satisfied, this Agreement shall cease and
         determine  and no party to this  Agreement  will have any claim against
         any other party to this Agreement for costs,  damages,  compensation or
         otherwise except that:-

         2.3.1   such termination  shall be without  prejudice to any accrued
                 rights or obligations of any party under this Agreement;

         2.3.2   the  Company  shall pay the  reasonable  costs and  expenses
                 (including  VAT)  properly  incurred of the  Subscribers  in
                 direct  connection  with  the  Proposals  up  to  a  maximum
                 aggregate sum of (pound)500,000, unless such conditions have
                 not been  fulfilled as a direct result of the default by the
                 Subscribers under this Agreement (which for the avoidance of
                 doubt  shall  not  include  the  exercise  of any  right the
                 Subscribers may have under this Agreement); and

         2.3.3   the provisions  of  Clauses  10, 11, 13 and 18 to 20 shall
                 remain in full force and effect.

3.    Listing Application

3.1   The Company shall procure the delivery to the London Stock  Exchange or
      true copies of each of all  documents  in the  appropriate  numbers and
      (where relevant) signed by the appropriate persons or certified as true
      in  accordance  with and as required  pursuant to paragraph  7.5 of the
      Listing Rules.

3.2   Not  later  than  9.00am  on  the  day  of  the  consideration  of  the
      application  for  Admission,  the Company shall procure the delivery to
      the London Stock Exchange of payment of the appropriate listing fees in
      accordance with paragraph 7.7 of the Listing Rules.

3.3   The Company shall procure compliance with the obligations  imposed upon
      it by the Act,  Part IV of the FSA and the Listing  Rules in respect of
      or by reason of the matters  contemplated  by this Agreement  including
      but without limitation:-

      3.3.1  the filing of all original and copy documents and forms at the
             Companies Registry;

      3.3.2  the  making  available  for  inspection  at the  offices  of
             Simmons & Simmons at 21 Wilson  Street EC2M 2TX for a period
             of  not  less  than  14  days  following  the  issue  of the
             Prospectus  of the documents  required to be made  available
             for  inspection  by the  Company  by  paragraph  8.22 of the
             Listing Rules and pursuant to the Code;

      3.3.3  the making available free of charge, of sufficient copies of
             the Prospectus in accordance  with the  requirements  of the
             Listing Rules; and

      3.3.4  the delivery, as soon as practicable after the consideration
             of the  application  for Admission and in any event no later
             than five business days after they become available,  to the
             London Stock Exchange,  of any relevant  documents which are
             required by paragraph 7.8 of the Listing Rules.

3.4   The  Company  shall  procure  for  Dresdner  Kleinwort  Benson all such
      information and documents as they may reasonably  require to enable the
      Company to discharge its obligations and Dresdner  Kleinwort  Benson to
      discharge its  obligations as Sponsor and Kleinwort  Benson  Securities
      Limited to discharge its obligations as stockbroker,  to the Company in
      relation to the matters contemplated by this Agreement.

3.5   Notwithstanding  the rights of the  Subscribers  pursuant  to Clause 2,
      where after publication of the Prospectus but before Admission there is
      a significant change affecting any matter required to be included, or a
      significant  new matter  arises  which  would have been  required to be
      included, in the Prospectus by section 146 of the FSA or by the Listing
      Rules,  any Director  who becomes  aware of such change or matter shall
      forthwith  notify  the  other  Directors  and the  Subscribers  and the
      Directors shall forthwith:-

      3.5.1  disclose the change or matter to Dresdner Kleinwort Benson in
              writing; and

      3.5.2  prepare and, through Dresdner  Kleinwort Benson,  deliver on
             behalf of the  Company  to the  London  Stock  Exchange  for
             approval a Supplementary  Prospectus  containing  details of
             the change or matter in a form complying with Section 146 of
             the  FSA  and  the  Listing  Rules  and  agreed  upon by the
             Subscribers and the Company.

3.6  Forthwith on receipt of appropriate  evidence of approval by the London
     Stock Exchange of the Supplementary  Prospectus or of the authorisation
     of their issue  without such  approval,  the Company  shall procure its
     registration at the Companies Registry.

4.    Announcement and Publication

      The Company will procure:-

4.1   as soon as  practicable  after  8.00am on the date  hereof  release the
      Press Announcement to the press and the London Stock Exchange; and

4.2   on or before  close of  business  on the date hereof post copies of the
      Documents to the shareholders of the Company.

5.    Subscription

5.1   On the terms of and subject to the  conditions  of this  Agreement  and
      relying on the  warranties,  covenants,  indemnities  and  undertakings
      contained  herein the  Subscribers  (or,  in the case of Mr Baker at Mr
      Baker's discretion Focused Healthcare  Partnership  Limited ("FHP") or,
      in the case of any Subscriber  which is an investment  manager any fund
      managed by such  Subscriber)  will  subscribe  in full in cash for such
      number of the  Subscription  Shares as are set opposite  their names in
      the third column of Schedule 2 at the Subscription Price ("Subscription
      Cash") which price the Subscribers will procure to be paid or pay on or
      by Admission.

5.2   The Subscription  Shares will be subscribed free from all liens charges
      and encumbrances of any nature whatsoever.

5.3   The  Directors  undertake  with the  Subscribers  that  they will on or
      before 7.30 am on the date of Admission allot the  Subscription  Shares
      at the Subscription  Price to the  Subscribers,  or to such nominees as
      they may direct or also,  in the case of Mr Baker to FHP or also in the
      case of any Subscriber which is an investment  manager any fund managed
      by such Subscriber, conditionally only on satisfaction of the condition
      in  Clause  2.1.11  on  terms  that,   upon  such  allotment   becoming
      unconditional,  such  shares  shall be fully  paid and shall  rank pari
      passu in all respects  with and be identical to the Ordinary  Shares in
      issue   including   the  right  to  receive  all  dividends  and  other
      distributions  declared,  made or paid  after  the  date of  Admission.
      Forthwith   after  such   allotment   the  Company  shall  provide  the
      Subscribers and Dresdner  Kleinwort Benson with certified copies of the
      Board resolution allotting the Subscription Shares.

5.4   Each Subscriber  severally  warrants and undertakes to the Company that
      the Subscription  Cash due from him is, upon this Agreement coming into
      effect,  held by N.M.  Rothschild & Sons Limited solely for the purpose
      of  paying  the  Subscription  Cash  pursuant  to  the  terms  of  this
      Agreement,  subject only to this Agreement  becoming  unconditional and
      not being terminated.

5.5   The  Directors  undertake  that,  subject to the  passing of all of the
      Resolutions, prior to Admission a board meeting of the Company shall be
      held at which, conditional upon Admission:

      5.5.1   the FHP Consultancy Agreement,  the Option Agreement and the
              Service  Agreement shall be executed and entered into by the
              Company;

      5.5.2   Mr  Baker shall be appointed a director of the Company and shall
              be appointed Executive Chairman;

      5.5.3   Mr L Rice shall resign as a director of the Company;

      5.5.4   the  Subscription  Shares and the  Placing  Shares  shall be
              allotted  and  issued in  accordance  with the terms of this
              Agreement and the Placing Agreement (respectively); and

      5.5.5   the Unapproved Option Scheme shall be adopted by the Company.

5.6   Each US Subscriber acknowledges and agrees that the Subscription Shares
      have not been registered under the United States Securities Act of 1933
      (the  "1933  Act") or the  securities  laws of any state of the  United
      States,  and are being offered and sold to the US Subscribers  pursuant
      to an exemption from  registration  contained in Regulation D under the
      1933 Act and  applicable  state law (and not  pursuant to  Regulation S
      under the 1933 Act). Consequently, the Subscription Shares to be issued
      to the US  Subscribers  shall be  "restricted  shares"  as that term is
      defined  in Rule  144  under  the  1933  Act,  and  each US  Subscriber
      understands and agrees that the Subscription Shares to be issued to the
      US  Subscribers  cannot be offered,  sold,  delivered,  transferred  or
      otherwise disposed of except pursuant to a registration statement under
      the 1933 Act and applicable  state law or in accordance with an opinion
      of counsel  acceptable to the Company that said  transaction  is exempt
      from  registration  under the 1933 Act and  applicable  state law. Each
      share  certificate  (including any successor share  certificate)  shall
      bear a legend as set forth below:

      Form of Legend

      These  shares  have  not  been  registered   under  the  United  States
      Securities  Act of 1933, as amended (the "1933 Act") or the  securities
      laws of any state of the  United  States.  Consequently,  these  shares
      cannot be offered,  sold, delivered,  transferred or otherwise disposed
      of except  pursuant to a registration  statement under the 1933 Act and
      applicable  state  law or in  accordance  with an  opinion  of  counsel
      acceptable  to  the  Company  that  said  transaction  is  exempt  from
      registration  under the 1933 Act and applicable  state law. The Company
      shall  not be  required  to  register  any  purported  sale,  delivery,
      transfer,  or other  disposition  that is contrary to the terms of this
      legend.

6.    Registration

      Upon  Admission,  the  Directors  shall  procure  that the Company will
      deliver to the  Subscribers or as they may direct the definitive  share
      certificates in the names of the Subscribers or also, in the case of Mr
      Baker FHP or also in the case of any Subscriber  which is an investment
      manager any fund managed by such  Subscriber or of such nominees of the
      Subscribers as the Subscribers shall specify and in such  denominations
      as the Subscribers shall specify in respect of the Subscription Shares.

7.       Company's and Directors' Further Obligations

7.1      Forthwith  on  the  execution  of  this  Agreement  the  Company 
         will  deliver  to  the  Subscribers:-

         7.1.1      one copy of the final  form of the  Prospectus  signed by
                    each  Director  (or his duly authorised attorney);

         7.1.2      one  executed  copy of each  Power  of  Attorney  and of
                    each  Responsibility Statement;

         7.1.3      one  copy of the  Verification  Notes  and  the  answers, 
                    annexures  and all supporting documentation thereto signed
                    by each Director; and

         7.1.4      one original signed copy of the New Facility and the
                    Security Deed;

7.2      The  Directors  and the  Company  undertake  to the  Subscribers  that,
         pending  this  Agreement  becoming  unconditional  in all  respects and
         subject  to  letters of  confidentiality  substantially  in the form as
         executed by Mr Baker and the financial  advisers to the  Subscribers in
         connection with the Proposals being executed and binding,  they will on
         request provide to the Subscribers,  their accountants,  solicitors and
         other  professional   advisers   authorised  by  the  Subscribers  such
         facilities  and  information  relating  to the Group  and its  affairs,
         including  access to its  books and  records,  as the  Subscribers  may
         reasonably  from  time  to time  require  and  will  consult  with  the
         Subscribers,  or such representatives and advisers as are designated by
         them for this purpose,  with respect to any action which may materially
         affect the business,  assets, trading profits or prospects of the Group
         taken as a whole.

8.       Fees and Expenses

         The  Company  hereby  undertakes  that  it will  pay all of its  costs,
         charges and expenses  (plus any VAT thereon) of and  incidental  to the
         Proposals  including in particular (but without limiting the foregoing)
         the application for Admission,  the costs of printing and  distributing
         the  Prospectus,  the  fees  of  the  London  Stock  Exchange  and  all
         accountancy,   legal  and  other  professional  fees  and  expenses  in
         connection with the Proposals  (including the legal fees of Wragge & Co
         in advising the Executive  Directors on their personal positions) up to
         but  not  exceeding   (without  the  prior   written   consent  of  the
         Subscribers) an aggregate of (pound)1.8 million.

9.       Announcements

9.1      Save as expressly contemplated  hereunder,  neither the Company nor any
         Director   shall  make  or   despatch   any  public   announcement   or
         communication   concerning   the  Group  or  in  connection   with  the
         Subscription  or the Placing which is or may be material in relation to
         the  Group,  the  Subscription  or  the  Placing  or the  issue  of the
         Subscription  Shares between the date of this Agreement and the date of
         Admission (both dates  inclusive)  without the prior written consent of
         Mr Baker as to the  content,  timing and  manner of making or  despatch
         thereof (such consent not to be unreasonably withheld or delayed). This
         restriction  does  not  apply  to a normal  trade  announcement  or any
         announcement or communication required by law, regulation,  the Code or
         the London Stock Exchange in respect of which it was not practicable in
         the circumstances,  having made all reasonable  efforts, to obtain such
         prior written consent.

9.2      The  Company  and  each  of  the  Executive  Directors  shall  use  all
         reasonable  endeavours to procure that each Group Company and employees
         of each Group Company and advisers to and agents of the Company observe
         the restriction set out in Clause 9.1 as if they were parties hereto.

10.      Warranties and Undertakings by the Company and Undertakings by the
         Directors

10.1     The Company  warrants to the Subscribers that the warranties set out in
         Schedule 5 are at the date hereof, and that warranty 23.2 will be as at
         Admission true and accurate.

10.2     For the  purpose  of  Clause  10.1,  each of the  warranties  shall  be
         qualified to the extent of the facts or information fairly disclosed in
         the documents listed in Schedule 4.

10.3     The warranties given in Clause 10.1 and Schedule 5 shall remain in full
         force and effect notwithstanding the completion of the Subscription and
         all other matters and  arrangements  referred to in or  contemplated by
         this Agreement.
          
10.4     Each  of the  Company  and the  Directors  severally  undertake  to the
         Subscribers insofar as they are able:

         10.4.1     not  to  cause  and to use  all  reasonable  endeavours not
                    to  permit any Specified Event;

         10.4.2     to give  notice  to the  Subscribers  of any  breach  of the
                    Warranties or any other provision of this  Agreement,  or of
                    the occurrence of any Specified  Event,  which shall come to
                    his or its knowledge prior to Admission.

10.5     The liability of the Company in respect of any claim in connection with
         any  of  the  Warranties  ("Relevant  Claim")  shall,  save  where  the
         liability  in  question  arises as a result of fraud on the part of any
         Group Company or any Group Company's  respective  directors,  officers,
         employees  or agents or where the  liability  in question  relates to a
         matter which has been  deliberately  concealed or withheld by any Group
         Company or any such person, be limited as follows:-

         10.5.1     the  aggregate  liability  of the Company in respect of this
                    Agreement  shall be limited to  (pound)15,000,000  (together
                    with all costs,  expenses and interest  incurred or suffered
                    by any of the Subscribers in connection therewith);

         10.5.2     the Company shall not be liable in respect of a Relevant
                    Claim unless:-

                    (a)       the  liability  of the  Company in respect of that
                              Relevant Claim  (ignoring any liability for costs,
                              expenses and interest) exceeds (pound)25,000;

                    (b)       the aggregate  liability of the Company in respect
                              of all Relevant  Claims  (excluding  any for which
                              liability is excluded by sub-paragraph  10.5.2(a))
                              exceeds (pound)250,000 in which case the Company's
                              liability  shall be the whole sum due and not just
                              the excess over (pound)250,000;

         10.5.3     the Company  shall have no liability in respect of any
                    Relevant  Claim unless  the  Subscribers  or any of them
                    shall  have  given  notice in writing to the  Company  of 
                    such  claim  (giving, to the extent reasonably practicable,
                    reasonable  details  of the claim or matter in respect of
                    which such claim is made) such  notice to be given not
                    later than  whichever  is the later of (a) the date nine
                    months after the date of this Agreement and (b) the date one
                    month after the  publication  of the  consolidated accounts
                    of the Group for the year ending 31 December 1998;

         10.5.4     all and any  liability  of the  Company  in  respect  of any
                    Relevant Claim  notified to it in accordance  with paragraph
                    10.5.3 shall (if such Relevant Claim has not previously been
                    satisfied,  settled or  withdrawn)  be  extinguished  on the
                    expiry of nine months from the date of such  notification of
                    the  Relevant  Claim unless the  Subscribers  or any of them
                    shall  within such period have issued and validly  served on
                    the Company proceedings in respect of such Relevant Claim;

         10.5.5     the Company  shall not be liable in respect of any  Relevant
                    Claim to the extent  that the loss  giving rise to the claim
                    is unconditionally and finally recovered by the Company from
                    another  person  other  than a  member  of the  Group or any
                    associated undertaking of the Group or any of the directors,
                    officers,  or  employees  of a Group  Company or  associated
                    undertaking of the Company;

         10.5.6     the  Company  shall not be liable in  respect  of any 
                    Relevant  Claim to the extent  that  the  subject  of the 
                    claim  has  been  or is  made  good or is otherwise 
                    compensated without cost to the Subscribers (or any of them)
                    or any Group  Company or  associated  undertaking  of the 
                    Company or any of the directors,   officers,   or employees
                    of  a  Group  Company  or  associated  undertaking  of the 
                    Company and should the Company pay to or for the benefit
                    of any  Subscriber  an amount in respect of any Relevant
                    Claim and any other  Subscriber  subsequently  receives 
                    from any  other  person  any  payment  in respect of the
                    matter giving rise to the Relevant Claim,  the Subscribers
                    shall  thereupon  pay  to  the  Company  and  amount  equal
                    to  the  payment received.  The  Subscriber's  shall not be
                    entitled  to  recover  damages or otherwise  obtain 
                    reimbursement or restitution more than once in respect of
                    the same loss;

         10.5.7     the Subscribers confirm that the Company shall not be liable
                    in  respect  of any  Relevant  Claim  to the  extent  of the
                    Subscriber's actual knowledge,  as a result of the review of
                    any written information, of any matter which would give rise
                    to a Relevant Claim.

11.      Indemnities

11.1     Subject to Clause 11.2 the Company  undertakes to the  Subscribers,  to
         keep each and every Subscriber  indemnified against all losses, claims,
         demands,  damages, costs, charges, expenses or liabilities (or actions,
         proceedings or investigations in respect thereof) which such Subscriber
         may suffer or incur or which may be made  against  such  Subscriber  or
         which arise directly or indirectly, out of or in connection with:-

         11.1.1     the issue and/or  publication  of the  Documents  and/or any
                    other documents relating to the Subscription which have been
                    authorised by or on behalf of the Company;

         11.1.2     any breach or alleged  breach by the Company or any of the 
                    Directors of this Agreement;

         11.1.3     the failure or alleged  failure by the Company or any of the
                    Directors to comply with any legal,  statutory or regulatory
                    requirement in relation to the Placing, the Subscription the
                    allotment and/or issue of any Placing Shares or Subscription
                    Shares  and any  transaction  or matter  referred  to in the
                    Documents

         together  with  the  properly  incurred  costs  and  expenses  of  such
         Subscriber in enforcing its rights under this Clause 11.

11.2     The obligations of the Company under clause 11.1 shall not apply to any
         liabilities,  actions,  costs,  charges,  expenses,  claims  or  losses
         suffered by a Subscriber to the extent that they are finally judicially
         determined  by a court of competent  jurisdiction  or are agreed by the
         Subscribers  to have  arisen  from or in  relation to any breach by the
         Subscribers  of their  obligations  under this  Agreement  or under any
         statutory or  regulatory  requirement  or arise from the  negligence or
         wilful default of any Subscriber.

11.3     All sums payable to any  Subscriber  under this clause 11 shall be paid
         free and clear of all deductions or  withholdings  unless the deduction
         or  withholding  is required  by law, in which event the person  making
         payment shall pay such additional amount as shall be required to ensure
         that the net  amount  received  by the  Subscriber  will equal the full
         amount  which would have been  received by it had no such  deduction or
         withholding  been  made.  If the  Inland  Revenue  or any other  taxing
         authority  in any  jurisdiction  brings into any charge to Tax (or into
         any  computation  of income,  profits or gains for the  purposes of any
         charge to Tax) any sum payable to any  Subscriber  under this Clause 11
         then the amount so payable  shall be grossed up by such  amount as will
         ensure that after  deduction of the Taxation so chargeable  there shall
         remain a sum  equal to the  amount  that  would  otherwise  be  payable
         (additional payments being made on demand as may be necessary).

12.      Representations and Warranties and Undertakings by the Subscribers

12.1     For the purposes of establishing  the entitlement of the US Subscribers
         to purchase Subscription Shares pursuant to an exemption under the 1933
         Act and  applicable  state law,  each of the US  Subscribers  severally
         represents and warrants as follows:

         12.1.1     The US  Subscriber  has had access to and  reviewed the 
                    Prospectus  and such  financial  and other  information 
                    regarding the Company as the US Subscriber deems  necessary
                    in respect of his or its  decision to acquire Subscription
                    Shares.  The US  Subscriber  has  had an  opportunity  to
                    ask  questions  and receive  answers  concerning  such 
                    matters  as he  deems  relevant.  The  US  Subscriber   has
                    reviewed  the  risk   factors  in  the   Prospectus,  and
                    acknowledges  that an  investment  in the  Company's shares
                    is a high  risk investment.  Nothing in this Clause  12.1.1
                    shall impair or qualify the full force and effect of the 
                    representations  warranties and other  provisions of
                    this Agreement and the Subscribers reliance thereon or
                    rights thereunder.

         12.1.2     The  US  Subscriber  is  an  accredited   investor  within
                    the  meaning  of  Regulation D under the 1933 Act, and has
                    such  knowledge  and  experience  in financial and business
                    matters as to be capable of  evaluating  the merits
                    and risks of an  investment  in  Subscription  Shares and
                    is able to bear the economic  risk  of  such   investment.
                    If  the  US  Subscriber  is  not  an  individual it has not
                    been formed for  purposes  of making this  investment.
                    If the US  Subscriber is an individual, he has specialised
                    knowledge and experience relating to the Company's industry.

         12.1.3     As  an  acquirer  in  an  intended   private   placement  of
                    Subscription  Shares that have not been registered under the
                    Act,  the US  Subscriber  is acquiring  Subscription  Shares
                    solely for his or its own  account and  Subscription  Shares
                    are not being acquired by US Subscribers  with a view to any
                    resale, distribution,  transfer or other disposition thereof
                    in violation of the 1933 Act.

         12.1.4     If the US Subscriber is an individual, he is resident in the
                    State indicated below next to his name. If the US Subscriber
                    is an entity, it is incorporated in the state indicated next
                    to its name and has its head  office in the state  indicated
                    next to its name.

               US Subscriber           State of Residence/Inc./Hdqtrs.

               Stephens Group Inc                 -    Arkansas/Arkansas
               Quilcap Corp.             -        Delaware/New York
               Oracle Partners L.P.      -        Delaware/New York
               Sidney Knafel           New York     -           -
               Rodman Moorhead III     New York     -           -
               Andrew Baker            New Jersey            -      -
               Kirby Cramer            Washington            -      -


12.2     Each US Subscriber acknowledges and agrees that the Subscription Shares
         issued  to it or him  may  only be  resold,  transferred  or  otherwise
         disposed of pursuant to a registration statement under the 1933 Act and
         applicable  state  law or in  accordance  with an  opinion  of  counsel
         satisfactory  to the  Company  that said  transaction  is  exempt  from
         registration under the 1933 Act and applicable state law.

12.3     Each  Subscriber  severally  warrants to the  Company  that he has full
         power and  authority  to enter into and perform his  obligations  under
         this  Agreement  which  will  constitute  binding  obligations  on such
         Subscriber in accordance with its terms upon coming into effect.

12.4     Each  Subscriber  that holds  Ordinary  Shares or  Huntingdon  ADSs (as
         defined in the Prospectus) undertakes not to vote at the EGM in respect
         of  Resolution  1 and not to accept  any  Placing  Shares  which may be
         offered  to such  Subscriber  under the Open  Offer (as  defined in the
         Prospectus).

12.5     Each of Andrew  Stafford-Deitsch and Gordon Grender severally represent
         and  warrant  to the  Company  that he is not a US Person as defined in
         Regulation S of the Securities and Exchange Commission.

12.6     The Company shall not be entitled to rescind this Agreement for any
         reason.

13.      Obligations to the Subscribers

13.1     The obligations of the Company to the Subscribers shall be binding on
         its successors.

13.2     Subject to Clause 10.5, any liability to the Subscribers  hereunder may
         in whole or in part be released,  compounded or compromised and time or
         indulgence may be given by the  Subscribers as regards any person under
         such liability without  prejudicing the Subscribers' rights against any
         other person under the same or a similar liability.

13.3     Subject to Clause 10.5, no neglect,  delay or indulgence on the part of
         any Relevant Person (as the case may be) in enforcing the Warranties or
         the  indemnities  set out in this  Agreement or in enforcing  any other
         term or  condition  of this  Agreement  shall be  construed as a waiver
         thereof and no single or partial  exercise of any right or remedy under
         this  Agreement  will  preclude  or restrict  the  further  exercise or
         enforcement  of any such  right or  remedy.  The  rights  and  remedies
         provided in this  Agreement  are  cumulative  and not  exclusive of any
         other rights and remedies (whether provided by law or otherwise).

13.4     Each of the Directors  hereby agrees that, if and to the extent that he
         incurs  any  liability  under  this  Agreement,  he will  not  seek any
         contribution  or seek to recover  any sum from the Company or any other
         member of the Group or any of their officers or employees in respect of
         such  liability,  provided that this shall not preclude a Director from
         recovering under any insurance policy maintained by the Company for his
         benefit pursuant to Section 310 of the Act.

13.5     The Company and the  Directors  confirm that, in addition to any remedy
         or right of action  available  under this  Agreement,  the  Subscribers
         shall be entitled (as allottees of new Ordinary Shares or otherwise) to
         the same remedies and rights of action  against the Company  and/or the
         Directors to the same extent as any other person acquiring any Ordinary
         Shares on the basis of the Documents and as referred to in Recital (E),
         but not otherwise.

14.      Time of the Essence

         Any time, date or period referred to in any provision of this Agreement
         may be  extended  by  agreement  between the parties but as regards any
         time,  date or period  originally  fixed or any time, date or period so
         extended time shall be of the essence.

15.      Notices

15.1     Any notice or other communication  required to be given or served under
         or in connection  with this Agreement  shall be in writing and shall be
         sufficiently given or served if delivered or sent:-

         15.1.1     in the case of the Company to its registered  office for the
                    time being  marked "For the urgent  attention of the Company
                    Secretary";

         15.1.2     in the case of any Director to his address  stated in Part A
                    or Part B of  Schedule 1 or to such other  address as may be
                    notified in writing for the  purposes of this  Agreement  to
                    the  party   giving   or   service   the   notice  or  other
                    communication;

         15.1.3     in the case of the  Subscribers  to Mr Baker marked "For the
                    urgent attention of Mr Baker".

15.2     Any such notice or other  communication  shall be  delivered by hand or
         sent by fax or pre-paid first class post. If sent by fax such notice or
         communication shall conclusively be deemed to have been given or served
         at the time of despatch,  (provided  that a  confirmatory  copy of such
         notice is sent by post in accordance with this Clause 15.2). If sent by
         post such notice or communication  shall conclusively be deemed to have
         been  received  48 hours from the time of posting or, if to an overseas
         address 5 Business Days from the time of posting.

15.3     Any notice given by the Subscribers  under Clause 2.2 may also be given
         by Mr Baker to any Director  either  personally  or by telephone (to be
         confirmed immediately in writing) and shall have immediate effect.

16.      Counterparts

         This Agreement may be entered into in any number of counterparts and by
         the  parties  to it on  separate  counterparts,  each of which  when so
         executed and delivered shall be an original,  but all the  counterparts
         shall together  constitute one and the same instrument.  This Agreement
         shall be of no effect  unless  and until at least one  counterpart  has
         been signed by or on behalf of each party.

17.      Whole Agreement and Variation

         This  Agreement  contains  the  whole  agreement  between  the  parties
         relating to the subject  matter of this  Agreement  and no variation of
         this Agreement shall be effective  unless signed by or on behalf of the
         parties to this Agreement.



<PAGE>


18.      Invalidity

         If any provision in this Agreement shall be held to be illegal, invalid
         or  unenforceable,  in whole or in part, under any enactment or rule of
         law, such  provision or part shall to that extent be deemed not to form
         part of this Agreement but the legality, validity and enforceability of
         the remainder of this Agreement shall not be affected.

19.      Authority to Deliver

         The  signature  or sealing of this  document by or on behalf of a party
         shall  constitute  an  authority  to the  solicitors,  or any  agent or
         employee of the  solicitors  acting for that party in  connection  with
         this  document,  to date and  deliver  it as a deed on  behalf  of that
         party.

20.      Governing Law and Submission to Jurisdiction

20.1 This  Agreement  shall be  governed by and  construed  in  accordance  with
English law.

20.2     All the  parties  irrevocably  agree that the courts of England  are to
         have exclusive  jurisdiction to settle any disputes which may arise out
         of or in connection with this Agreement.

IN WITNESS  whereof this Agreement has been duly executed by or on behalf of the
Subscribers  and executed and delivered as a deed by the Company and each of the
Directors, the day and year first before written.


<PAGE>


                                   SCHEDULE 1

                                     Part A
                             The Executive Directors


Name                                                 Address

Christopher Frederick Cliffe        )       Huntingdon Life Sciences Group plc
Martyn Sandford                     )       Woolley Road
Dr Cameron MacKay Macdonald         )       Alconbury
                                                     Huntingdon  PE18 6ES



                                     Part B
                           The Non-Executive Directors


Name                                                 Address

Roger Adrian Pinnington             )       Huntingdon Life Sciences Group plc
Professor John Caldwell             )       Woolley Road
Ladislas Oscar Rice                 )       Alconbury
                                                     Huntingdon  PE18 6ES


<PAGE>

<TABLE>
                                   SCHEDULE 2

                                 The Subscribers
<CAPTION>

Name                          Address                         Subscription      Aggregate
                                                              Shares            Subscription
                                                                                Price
                                                                                (pound)
<S>                          <C>                             <C>               <C>

Andrew Baker                  Focused Healthcare              12,000,000        1,500,000
                              Partnership Limited
                              c/o New World Trust Corp
                              Rue de la Pelisserie
                              Case Postale 3501
                              1211 Geneva 3
                              Switzerland

Stephens Group, Inc           111 Center Street                36,000,000       4,500,000
                              Little Rock
                              Arkensas 72201
                              USA

Quilcap Corp.                 375 Park Ave                    27,333,333         3,416,667
                              Suite 1404
                              New York
                              New York 10952
                              USA

Oracle Partners LP            712 Fifth Ave                   23,333,333         2,916,667
                              45th Floor
                              New York
                              New York 10019
                              USA

Sidney Knafel                 126 E 56th Street               8,000,000          1,000,000
                              New York
                              New York 10022
                              USA

Rodman Moorhead III           E.M. Warburg Pincer             4,666,667           583,333
                                & Lowe
                              456 Lexington Avenue
                              New York
                              USA

Kirby Cramer                  Keystone Capital                4,666,667           583,333
                              2420 Carillon Point
                              Kirkcrome
                              Washington 83033
                              USA

Andrew Stafford Deitsch       The Old Surgery                 2,000,000           250,000
                              Ingatestone
                              Essex  CM7 9DU

Gordon Grender                The Old Surgery                 2,000,000           250,000
                              Ingatestone
                              Essex  CM7 9DH
</TABLE>


<PAGE>


                                   SCHEDULE 3

                          Documents in the agreed form


Document                            Marked

Application Form                    A
Bridging Agreement                  B
FHP Consultancy Agreement           C
FOREX Agreement                     D
Nat West Letter                     E
New Facility                        F
Ciba Geigy Agreement                G
Option Agreement                    H
Placing Agreement                   I
Powers of Attorney                  J
Press Announcement                  K
Prospectus                          L
Proxy                               M
Responsibility Statements           N
Security Deeds                      O
Service Agreements                  P
Unapproved Option
         Scheme Rules               Q
Verification Notes                  R
Working Capital Report              S


<PAGE>

                                   SCHEDULE 4

                               Clause 10 Documents


1.       The Prospectus and all documents referred to Part VI of the Prospectus.

2.       The Ciba Geigy Agreement.

3.       The Arthur Andersen Working Capital Report including transmittal
         letter.

4.       All Documents named in Schedule 3.

5.       The Phase I Environmental  Assessment of Pharmaco LSR at Eye,  Suffolk,
         England  dated  May  1994 as  carried  out by  Environmental  Resources
         Management.

6.       The  Environmental   Review  dated  January  1998  in  respect  of  the
         Huntingdon  Research  Centre at Woolley  Road,  Alconbury,  Huntingdon,
         Cambridgeshire as prepared by Aspinwall & Company.

7.       The  Environmental  Review of the Stamford  Lodge,  Wilmslow,  Cheshire
         dated January 1997 as carried out by Aspinwall & Company.

8.       The Phase I  Environmental  Site  Assessment  Report of Pharmaco LSR at
         Mettlers Road, East Millstone, New Jersey, USA dated August 30, 1995 as
         prepared for Aspinwall & Company.

9.       Arthur  Andersen  Working Capital Comfort Letter in connection with the
         Working Capital Statement by Huntingdon Life Sciences Group plc.

10.      Arthur Andersen letter in relation to significant changes in financial
         position.

11.      Arthur Andersen letter re statement of indebtedness.


<PAGE>

                                   SCHEDULE 5

                                   Warranties


Accuracy and contents of documents

1.       All information  (other than relating to the Subscribers,  their
         immediate  families and  persons,  trusts and companies  connected
         with the  Subscribers)  contained in the Press Announcement  and in
         the  Prospectus  and in the other  public  filings  of the  Company
         including  filings with the United States Securities and Exchange 
         Commission  (together the  "Public  Filings")  is in  accordance with
         the  facts and all  statements  of fact contained in the Press 
         Announcement,  in the  Prospectus and the Public Filings is true
         and  accurate  and not  misleading.  The  Company  is  current 
         and timely in its Public  Filings.

2.       All  forecasts,  estimates  and  expressions  of opinion,  intention or
         expectation  made by the Company or the  Directors and contained in the
         Press  Announcement  and/or  in the  Prospectus  are fair and  honestly
         given,  expressed or held, have been made after due and careful enquiry
         and  consideration,  are  fairly  based on facts  which are  within the
         knowledge of each relevant Group Company and the Directors and are made
         on reasonable grounds.

3.       There are no facts or considerations known or which could on reasonable
         enquiry  have been known to any Group  Company or any of the  Directors
         which are not disclosed in the Press  Announcement or in the Prospectus
         which by their omission would or might reasonably be considered to:

         3.1        materially affect the import of the information contained
                    therein; or

         3.2        make  any  statement   therein   (whether  of  fact  or 
                    opinion)   false  or  misleading; or

         3.3        invalidate  or  materially  qualify  any  assumption  made
                    in  support of any statement therein (whether of fact or
                    opinion); or

         3.4        be material for disclosure to a reasonable purchaser of
                    Subscription Shares.

4.       The Prospectus  contains all such  information as, having regard to the
         matters  referred  to in section  146 of the FSA,  investors  and their
         professional  advisers would reasonably require,  and reasonably expect
         to find in the  Prospectus,  for the  purpose  of  making  an  informed
         assessment of the assets and liabilities,  financial position,  profits
         and losses and  prospects  of the Group and of the rights  attaching to
         the Placing Shares and the Subscription Shares.

5.       The Prospectus  contains all particulars  and information required by,
         and the issue of the  Subscription  Shares and the issue and
         publication of the  Prospectus  complies in all respects  with, the
         Act, the FSA, the Listing  Rules,  the rules and  regulations of
         the London Stock  Exchange,  the New York Stock Exchange,  the United
         States  Securities and  Exchange  Commission,  the Code all  other 
         relevant  laws and  regulations  in the United  Kingdom and elsewhere 
         and all  agreements to which any member of the Group is a  party  or
         by which  any  member  of the  Group  is  bound  and,  without 
         limiting  the generality  of the  foregoing,  there are no matters 
         other than those  disclosed in the Prospectus  or  otherwise disclosed
         in writing to the London  Stock  Exchange  and the Subscribers  which
         the Executive  Directors  are aware  should be taken into account by
         the London Stock Exchange in considering the application for Admission.

6.       All statements  made or approved by the Company in connection  with any
         application to the London Stock Exchange for certain  information to be
         omitted  from  the  Prospectus  are  true  and  accurate  and  are  not
         misleading  and there are no facts which have not been disclosed to the
         London Stock Exchange in connection  therewith  which by their omission
         make any such  statements  misleading or are material for disclosure in
         connection therewith.

7.       All  statements of fact contained in any document or  announcement 
         issued or made by or on behalf of the Company to its  shareholders, 
         or the press since 31 December 1997 were  when  made,  and  save to
         the extent  corrected  in the  Prospectus,  remain  true  and
         accurate and not  misleading  and all  forecasts  and  estimates and
         all  statements of opinion,  intention and expectation  contained 
         therein were made on reasonable  grounds after  due  and  proper 
         consideration  and,  having  regard  to  all  information  then
         available  to the Company and the  Directors,  all such  forecasts 
         and  estimates  have either  been met or continue to be based on fair
         and reasonable  assumptions after due and proper  consideration of all
         information now known to them and the Company and the Directors
         continue to hold the opinions,  intentions and expectations  therein
         expressed after due and proper consideration of all information now
         known to them.

8.       Verification

         The  replies to the  Verification  Notes have been  approved by persons
         having appropriate  knowledge or responsibility to enable them properly
         to provide  such  replies and all such  replies have been given in good
         faith and are true and  accurate  and not  misleading  and the opinions
         attributed  to the  Directors  therein are honestly held and are fairly
         based on facts within the knowledge of the Directors.

9.       Accounts

9.1      The Accounts:

         9.1.1      have been prepared in accordance with the Act and (except to
                    the extent (if any) disclosed  therein)  generally  accepted
                    accounting principles,  practices and standards consistently
                    applied;

         9.1.2      on a  consolidated  basis  give a true and fair  view of the
                    state of affairs of the Group as at the end of, and of their
                    profits  (or  losses)  and cash  flow for the year  ended 31
                    December 1997;

         9.1.3      fairly set out the assets,  liabilities and reserves of the
                    Group and either make  proper   provision  for,  or  where 
                    appropriate  in  accordance  with generally  accepted 
                    accounting  standards,  include a note in respect of all
                    liabilities or commitments,  whether,  actual,  deferred or
                    contingent of the
                    Group as at the relevant  dates and in  particular,  make
                    adequate  provision for, or where  appropriate  include 
                    proper  disclosure,  in either case,  in accordance   with
                    generally   accepted   accounting   standards,   of   all
                    liabilities,  whether actual, deferred,  contingent or
                    disputed, of the Group  as at relevant dates;

9.2      the Interim Results have been properly compiled on the accounting bases
         and assumptions  consistent with or not materially different from those
         adopted in the preparation of the Accounts and of corresponding interim
         results of the Company and its  subsidiary  undertakings  published for
         the  six-month  period  ended  30 June  1997.  All  statements  of fact
         contained in the  Chairman's  statement in respect of and  accompanying
         the Interim Results  concerning the financial and trading  position and
         prospects of the Group were true and accurate  and not  misleading  and
         all expressions of opinion,  intention or expectation  contained in the
         Interim  Results  concerning  the  financial  and trading  position and
         prospects of the Group were honestly given,  expressed or held and have
         been the subject of due care and  attention  and were  fairly  based on
         facts within the  knowledge of the Company and the  Directors  and were
         made on reasonable grounds, after due and proper consideration.

10.      Post Balance Sheet Events

         Since 31 December 1997:

10.1    each Group has carried on its business in the ordinary and usual course;

10.2     there has been no  material  depletion  in the net  assets of any Group
         Company and there has been no material  adverse change in the financial
         or trading position or prospects of any Group Company;

10.3     no Group Company has acquired or disposed of or agreed to acquire or to
         dispose  of any  business,  company  or  asset  which is  material  for
         disclosure;

10.4     other than those sums received from the joint  administrator of Travers
         Morgan  Group  plc  and  except  as  disclosed  in the  Prospectus,  no
         dividends or other  distributions  have been declared,  made or paid by
         any Group Company; and

10.5     no Group  Company has incurred any material  liability  for taxation of
         whatsoever nature otherwise than in the ordinary course of business.



<PAGE>


11.      Working Capital

         All  information  requested  from the Company and the  Directors by the
         Accountants  for the purposes of the Working  Capital  Report was, when
         provided,  true and accurate and no  information  has been withheld the
         absence of which would make misleading any of the information provided.
         The  Working   Capital  Report  which  has  been  reported  on  by  the
         Accountants  has been  prepared  with all due care and attention by the
         Company and the Directors in accordance  with the  accounting  policies
         normally  adopted by the Group and on the basis of the  assumptions set
         out in the Working  Capital  Report and such  assumptions  are fair and
         reasonable  and are based on beliefs  reasonably  and honestly held and
         there are no facts known or which could on reasonable enquiry have been
         known to any Group Company or the  Directors  which have not been taken
         into account in the preparation of the Working Capital Report and which
         could  reasonably be expected to have an effect on the Working  Capital
         Report.

12.      Acceleration of indebtedness

         No  circumstances  have  arisen,  or to  the  best  of  the  knowledge,
         information  and  belief  of the  Executive  Directors  and  any  Group
         Company,  may arise such that any person is, or will, or would with the
         giving of notice  and/or lapse of time and/or the  satisfaction  of any
         other  condition  and/or  compliance  with any other  formality  become
         entitled to require  payment before its stated maturity of, or security
         for,  any  indebtedness  in the nature of  borrowing  or any  guarantee
         thereof  or any  mortgage,  security  grant or  interest  of any  Group
         Company which has not been  satisfied in full and no person to whom any
         indebtedness  in the nature of borrowing of any Group  Company which is
         payable on demand is owed has demanded or to the best of the  knowledge
         information and belief of the Directors and any Group Company presently
         proposes to demand  payment of, or security for, the same, and there is
         no reason to suppose that any  overdraft  facility of and Group Company
         will be, or is likely to be, withdrawn.

13.      Property

13.1     The  Properties  are all the  properties  owned by any Group Company or
         occupied by any Group  Company  for the  purpose of its  business or in
         respect  of which the  Company  has any actual or  potential  liability
         including (without  limitation) any potential  liability as a tenant or
         former tenant of, or guarantor in respect of, any  leasehold  property,
         which is material in the context of the Placing, or the Subscription or
         the Group.

13.2     The Company and each Group Company has good and marketable title to all
         of the Properties and marketable  title to all personal  property owned
         by each of them, in each case free and clear of any security interests,
         liens, encumbrances, equities, claims and other defects that, singly or
         in the aggregate,  could be material;  and any of the  Properties  held
         under lease by the Company or any Group  Company are held under  valid,
         subsisting and enforceable  leases,  without  exceptions that and which
         have not been breached in any respect which could be material.

14.      Insurances

         The Group is insured to  adequate  levels  against  all risks  commonly
         insured against by persons  carrying on the same or similar  businesses
         as those  carried on by the Group and against all risks  against  which
         the Group might  reasonably  be  expected  to insure in the  particular
         circumstances of the businesses carried on by each member thereof,  all
         material  insurances  are in full  force and effect and are not void or
         voidable,  other than the  pending  claim in  approximately  the sum of
         (pound)500,000  in respect of physical  flood  damage on or about April
         1998  at the  Huntingdon  site  and the  proposed  claim  for  business
         interruption  in respect of such damage there is no material  insurance
         claim  pending,  threatened  or  outstanding  against any member of the
         Group and all premiums due in respect of material  insurances have been
         duly paid.

15.      Environmental Matters

         Each Group  Company  has so far as each  Group  Company is aware at all
         times complied with all laws,  regulations and orders concerning health
         and safety matters, the protection of the environment and the emission,
         discharge,  leakage,  disposal,   transportation,   spill,  release  or
         threatened release (collectively "Release") of materials in or into the
         environment (collectively  "Environmental Matters"). Each Group Company
         is in  possession  of all relevant  consents,  or other  authorisations
         (together the "Consents") with respect to all Environmental Matters and
         has, so far as the Directors and each Group Company is aware,  complied
         with the conditions therein, and there are, so far as the Directors and
         each Group  Company is aware,  no facts or  circumstances  entitling  a
         regulatory  agency or other authority to revoke,  vary or not renew any
         of the Consents;  no Group Company is, so far as the Directors and each
         Group Company is aware,  required to make any material investment under
         the  terms  of  any of  the  Consents  or  the  terms  of any  relevant
         legislation  or  regulation  in order to renew any of the  Consents  or
         maintain the same in full force and effect.

16.      For the  purposes  of  this  paragraph  "Dangerous  Substances"  means
         any  natural  or artificial  substance  (whether  in the  form of a
         solid,  liquid,  gas or  vapour)  the generation,  transportation, 
         storage,  treatment,  use or  disposal  of which  (whether
         alone or in combination  with any other  substance)  gives rise to a
         substantial risk or causing harm to man or to any other  living 
         organism or of causing  material  damage to the  environment or public
         health or  welfare  and  "waste"  means any waste  which is
         covered  by  Part  II of  the  Environmental  Protection  Act  1990
         or  any  pollutant, contaminant,  chemical,  or  industrial  hazardous
         or toxic material or waste for which liability or standards of conduct
         are imposed  under  applicable  laws,  regulations  or
         orders concerning Environmental Matters.

16.1     So far as each Group  Company and the  Directors  are aware,  there has
         been no material Release of any Dangerous  Substances or waste into the
         ground at the  Properties,  any adjacent or nearby property or into the
         atmosphere or into any controlled waters;

16.2     So far as each Group Company and the Directors are aware, there has not
         been  by any  Group  Company,  or in or on any  of the  Properties  any
         illegal  generation,  use,  treatment,   recycling,  keeping,  storage,
         discharge,  transportation or disposal or other Release of any waste or
         Dangerous Substances.

16.3     So far as each Group Company and the  Directors are aware,  none of the
         Group  Companies is subject to any  judicial,  administrative  or other
         proceeding,   order,   judgment,   decree  or  settlement  alleging  or
         addressing  a violation of or liability  under any law,  regulation  or
         order concerning Environmental Matters; and

16.4     None of the Group  Companies  has  received any notice or claim to the
         effect that it is or may be liable  to any  governmental  entity  or
         any  other  person as a result of the Release or threatened  Release
         of any Dangerous  Substances or waste.  None of the Group
         Companies has sent or arranged for the disposal of any  Dangerous 
         Substance or waste to any disposal  site that (a) is  undergoing, or
         to the knowledge of the Directors or any Group  Company  could 
         reasonably  be  expected to  undergo,  remedial  action or (b) is
         listed or proposed for listing on the National  Priorities  List
         pursuant to laws of the United States of America.

17.      Pensions

         Save to the extent  disclosed in the Accounts,  all amounts  payable by
         any Group Company to the pension schemes disclosed in the Accounts have
         been paid in full and all sums for which any Group Company  accounts to
         such  scheme on behalf of its  employees  have been paid to such scheme
         and the scheme  remains in operation and effect in accordance  with its
         terms.

18.      Save as disclosed or provided for in the Accounts,  no Group Company is
         paying or is under  any  liability  (actual  or  contingent)  to pay or
         secure  (other  than  by  payment  of  employers'  contributions  under
         national  insurance  or social  security  legislation),  any pension or
         other benefit on retirement, death or disability or the attainment of a
         specified age or on the  completion  of a specified  number of years of
         service.

19.      Corporate Capacity

         Each Group Company has been duly incorporated, has full corporate power
         and authority to carry on its activities in the ordinary  course of its
         business,  has obtained all licences,  permissions,  authorisations and
         consents  required  for  the  carrying  on of  its  business  and  such
         licences,  permissions,  authorisations  and consents are in full force
         and  effect in all  material  respects  and there are no  circumstances
         known to the Company or any of the Executive  Directors  which indicate
         that any of such licences, permissions,  authorisations or consents may
         be revoked or not renewed,  in whole or in part, in the ordinary course
         of events.



<PAGE>


20.      Validity of Agreements

         No Group  Company nor any  Executive  Director has any knowledge of the
         invalidity of or grounds for  rescission,  avoidance or  repudiation of
         any agreement or other  transaction to which a Group Company is a party
         and which is  material  to the  business  or the  financial  or trading
         position or  prospects  of the Group and no Group  Company has received
         notice of any intention to terminate or not to renew any such agreement
         or repudiate or disclaim  any such  transaction;  for this purpose "any
         agreement  which is material to the business or the financial  position
         or prospects of the Company" includes,  without limitation,  agreements
         with suppliers and with clients.

21.      Licences and Authorisations

         Each Group  Company has carried on and is carrying on its  business and
         operations in accordance  with all  applicable  laws,  regulations  and
         bylaws and all statutory, municipal,  governmental,  quasi governmental
         and regulatory and landlords' and other licences, consents, permits and
         authorities   necessary  or  desirable  for  the  carrying  on  of  the
         businesses and operations of each Group Company,  as previously carried
         on and as now carried on,  have been  obtained  and are (or were at the
         relevant time) valid and  subsisting  and all conditions  applicable to
         any such  licence,  consent,  permit  or  authority  have  been and are
         complied with.

22.      Without prejudice to the generality of paragraph 21:-

         22.1       all  establishments  within the  meaning of Section 6 of the
                    Animals (Scientific Procedures) Act 1986 or that are subject
                    to or regulated  by the Animal  Welfare  Regulations  of the
                    United States  Department of  Agriculture  ("USDA") that are
                    owned or operated by any Group  Company or on its behalf are
                    the subject of a valid current Certificate of Designation or
                    similarly applicable  certificate or licence under USDA ("US
                    Certificate") in the name of a suitably  qualified  employee
                    or director;

         22.2       all  Certificates  of  Designation  as  referred  to in 22.1
                    above, correctly identify each premises, building or room in
                    which  scientific  procedures  within  the  meaning  of  the
                    Animals  (Scientific  Procedures)  Act  1986 or USDA  Animal
                    Welfare Regulations are performed ;

         22.3       all regulated  procedures  within the meaning of the Animals
                    (Scientific  Procedures)  Act 1986 performed by or on behalf
                    of any Group Company are  performed in  compliance  with the
                    provisions of the Animals  (Scientific  Procedures) Act 1986
                    or so far as relevant USDA Animal Welfare  Regulations,  the
                    terms of any  applicable  Certificate  of  Designation or US
                    Certificate,  project  licence,  personal  licence  or other
                    authorisation   required  by  law  and  all  relevant  Group
                    Companies  are in  possession  of all such project  licenses
                    required for the purposes of the business of such company;

         22.4       all animals  which are subject to  regulated  procedures  as
                    referred to in 22.3 above and which are animals specified in
                    Schedule 2 of the Animals  (Scientific  Procedures) Act 1986
                    or USDA Animal Welfare  Regulations are bred by or purchased
                    by a Group Company  carrying out such procedures or on whose
                    behalf such  procedures  are carried out for the purposes of
                    such  procedures  and if bred are so bred at  establishments
                    which are the  subject  of a valid  current  Certificate  of
                    Designation   as  required   by  the   Animals   (Scientific
                    Procedures) Act 1986;

         22.5       all 16 conditions imposed on the Group by the UK Home Office
                    on 24th July 1997 were  complied with fully by 30th November
                    1997 and so far as the  Directors  and each Group Company is
                    aware all Group  Companies to which they apply have complied
                    with such conditions  continuously  and continue to do so at
                    the date hereof;

         22.6       So far as the Directors and each Group Company is aware, all
                    Group  Companies   subject  to  inspection  under  the  Good
                    Laboratory  Practice  Regulations 1997 (1997 SI 654) and all
                    "premises"  operated by them to which such Regulations apply
                    comply in all relevant  aspects with the  principles of good
                    laboratory  practice  as  set  out  in  Schedule  1 to  such
                    Regulations ;

         22.7       the settlement  dated 30 March 1998 between  Huntingdon Life
                    Sciences   Inc  and  USDA  is  in  full  force  and  effect,
                    Huntingdon Life Sciences Inc is in full compliance therewith
                    and there are so far as the Directors and each Group Company
                    is aware no USDA investigations pending or threatened.

23.      Defaults

23.1     No event has occurred or is subsisting or to the best of the knowledge,
         information  and belief of the  Executive  Directors is about to occur,
         which  constitutes  or  results  in, or would with the giving of notice
         and/or  lapse of time and/or the  satisfaction  of any other  condition
         and/or  compliance with any other formality  constitute or result in, a
         default  or the  acceleration  or  breach of any  obligation  under any
         agreement,  instrument or  arrangement  to which any Group Company is a
         party or by which it or any of its  properties,  revenues or assets are
         bound or in the  infringement by any Group Company of any  intellectual
         property  rights  held by third  parties and which  would,  in any such
         case,  have a  material  adverse  effect  on the  business,  assets  or
         prospects of the Group.

23.2     No Default or Default  Occurrence  (as defined in the New Facility) has
         occurred and neither the Company nor the  Directors  are aware that any
         Default or Default  Occurrence  will or may  reasonably  be expected to
         occur after the date hereof,  as a result of or in connection  with the
         Proposals or otherwise.



<PAGE>


24.      Material Contracts

         No Group  Company is a party to, any  contract or arrangement which is
         material in the context of the Group, and which:-

         24.1       was entered into otherwise than by way of a bargain at
                    arm's length; or

         24.2       is of a loss making  nature (that is,  likely to result in a
                    loss  to  the  relevant   Group  Company  on  completion  of
                    performance).

25.      Insolvency

         No Group  Company  has taken any action  nor have any other  steps been
         taken or legal  proceedings  started or so far as each Group Company or
         the Executive  Directors are aware  threatened  against a Group Company
         for  its  administration,   winding-up  or  provisional  winding-up  or
         dissolution or for it to enter into any  arrangement or composition for
         the  benefit  of  creditors,  or for  the  appointment  of a  receiver,
         administrator,  administrative receiver,  trustee or similar officer of
         any of its  properties,  revenues,  undertakings or assets nor have any
         orders  been  made  for  any  of  the   foregoing   and  no  events  or
         circumstances  similar or analogous to any of those referred to in this
         paragraph 25 have occurred,  subsist or so far as each Group Company or
         the Executive Directors are aware are contemplated in any jurisdiction.

26.      Litigation/Judgements

         No Group  Company  nor any  Director  nor any  person  for whom a Group
         Company  is or is likely to be liable  (vicariously  or  otherwise)  is
         engaged or  involved  in or has during the twelve  months  prior to the
         date  hereof  been  involved  in  any  legal,   arbitration   or  other
         proceedings which, individually or collectively,  is or are of material
         importance to the Group or which could adversely  affect the Placing or
         the Subscription, no such proceedings are threatened or pending nor, to
         the best of the knowledge,  information and belief of the Directors and
         each Group  Company  are there  circumstances  which are likely to give
         rise to any such  proceedings;  for this  purpose  "other  proceedings"
         includes  any  civil or  criminal  proceedings  and any  action  by any
         governmental,  public or regulatory authority which did or could result
         in public  censure or the  imposition  of any fines,  payments or other
         liability.

27.      There is no outstanding judgement,  decree,  arbitral award or decision
         of any court,  tribunal,  arbitrator or governmental agency against any
         Group  Company  or against  any  person  for whom any Group  Company is
         vicariously  liable which  individually  or  collectively  is or are of
         material significance to the Group.

28.      Share Capital and Directors

         Save as disclosed in the  Prospectus,  there are in force no options or
         other agreements to which any Group Company is party which call for the
         issue of, or accord to any  person  the right to call for the issue of,
         any shares or other securities of any Group Company.

29.      Following Admission,  none of the shareholders of the Company will have
         any rights, in their capacity as such, in relation to the Company other
         than as set out in the Articles of Association of the Company.

30.      The  Directors  are all the  directors  of the  Company and there is no
         other  person who is or could be deemed to be a shadow  director of the
         Company within the meaning of the Act.

31.      The  Subscription  Shares will, upon allotment be free from all claims,
         charges, liens, encumbrances and equities whatsoever and will rank pari
         passu in all respect with the existing  Ordinary  Shares  including the
         right to receive all dividends and other distributions declared made or
         paid after the date of Admission.

32.      Subject  to  Admission,  and  all  necessary  resolutions  of  the
         Company  and  of the Directors becoming  unconditional  in accordance
         with their terms,  the Company and the Directors  have, or will have
         power and  authority to allot and issue the  Subscription  Shares and
         the  Placing  Shares and to effect the  Subscription  and the  Placing
         in the manner  proposed and to enter into and perform  this Agreement,
         the Placing  Agreement and the other  agreements  and  documents 
         referred  to herein to be  executed by any of them  and  all
         arrangements   relating   to  the   Proposals,   without   any further
         authorisation,  sanction  or consent  by members of the  Company or
         any class of them or  any other  person  and,  subject  as  aforesaid,
         there is no  authorisation,  approval, consent or licence  required 
         by the Company  for the issue of the  Subscription  Shares
         and the Placing Shares,  the entry into and  performance of this
         Agreement,  the Placing Agreement and the other  agreements  and
         documents  referred to herein to be executed by  any of  them  or to 
         effect the  Proposals  which  has  not  been  unconditionally  and
         irrevocably obtained and remains and will at all times remain in full
         force and effect.

33.      Subject to Admission,  the issue of the Subscription  Shares and of the
         Placing   Shares  and  Admission   will  not  exceed  or  infringe  any
         restrictions or the terms of any contract,  obligation or commitment by
         or  binding  upon any Group  Company  or result  in the  imposition  or
         variation of any rights or obligations of any Group Company.

34. The facts set out in the Recitals to this Agreement are true and accurate.

35.      Intellectual Property

         Each Group Company has taken all steps reasonably  necessary to protect
         all intellectual property rights which are held by or which are used by
         each Group  Company and which are  material to its  business;  all such
         rights which are capable of  registration  have been registered and all
         fees payable in respect of such registration have been paid; each Group
         Company has the  unencumbered  sole legal and  beneficial  title to all
         intellectual  property  rights which are used in or which are necessary
         for carrying on the business of that company,  or has a licence to such
         rights for their  duration,  which licence is in full force and effect,
         is not  subject  to a notice of  termination,  and so far as each Group
         Company or the  Executive  Directors are aware there are no grounds for
         terminating such licence; the carrying on of the business of each Group
         Company  does  not,so far as each Group  Company or the  Directors  are
         aware,  infringe and has not infringed any intellectual property rights
         of any third  party and so far as each Group  Company or the  Executive
         Directors are aware no third party has the right to bring an action for
         passing off or for breach of confidence against any Group Company.  For
         the purpose of this paragraph  "intellectual property rights" means all
         inventions  (whether  patentable  or  not),  patents,  utility  models,
         designs (both  registered and unregistered and including rights in semi
         conductor topographics),  copyright,  database right, trade and service
         marks (both  registered and  unregistered)  together with all rights to
         the grant of and applications for the same, corresponding applications,
         re-issues,  extensions,  divisions  and  continuations  thereof and all
         similar or analogous rights throughout the world.

36.      Conflicts

         The Prospectus  contains all information  required by the Listing Rules
         concerning  conflicts  of interest  between  any Group  Company and any
         Director or any company of which any Director is a director or in which
         he has a material interest.

37.      Taxation

         Each Group Company has, within any applicable time limit, duly made and
         filed all  returns,  reports and forms,  given all notices and supplied
         all other  information  required  to be made,  given or supplied to any
         Taxation  Authority for periods up to and  including 31 December  1997,
         and all such  returns,  notices  and  information  are  correct  in all
         material  respects and were made on a proper basis and no Group Company
         is involved in any dispute  with, or subject to any  investigation  by,
         any Taxation  Authority  which would be material for  disclosure in the
         Prospectus  and, so far as the Directors are aware,  there are no facts
         or  circumstances  which are likely to give rise to any such dispute or
         investigation.  Each Group  Company has paid all Taxes shown as due and
         payable on such Tax returns, reports, and forms.

38.      All  payments  made by any Group  Company to any person  which ought to
         have been made under deduction of tax have been so made and the Company
         has,  where  appropriate,  duly accounted to the relevant Tax Authority
         for such Tax.

39.      The Company is, to the extent required,  registered for the purposes of
         VAT and has complied with the terms of VAT  legislation in all material
         respects.

40.      Since 31 December  1997, no Group Company has incurred any liability in
         respect of any Taxation  which is material in the context of the Group,
         the Subscription or the Placing,  other than liabilities arising in the
         ordinary course of business of the Company since that date.

41.      Each  Group  Company  has  properly  operated  the PAYE  system by duly
         deducting Tax and National  Insurance from all payments from which such
         deductions are required to be made and accounting to the Inland Revenue
         for all Tax  deducted  by it and for  all Tax  chargeable  on  benefits
         provided for employees of the Group or any other person.

42.      The Company has not repaid or agreed to repay any share capital since 6
         April 1965 or otherwise  reduced or agreed to reduce its share  capital
         of any class or issued any share  capital as paid up otherwise  than by
         the receipt of new consideration.

43.      No Group  Company has  received  any written  notice of  deficiency  or
         assessment   from  any  Taxing   Authority  with  respect  to  material
         liabilities  for Taxes which have not been fully paid or  settled,  and
         there  are no suits,  claims,  or  proceedings  pending  or  threatened
         against any Group Company.

44.      No Group Company is under any  contractual  obligation to pay any Taxes
         of any other person or to indemnify any other person for Taxes.

45.      Each Group Company has established adequate reserves that are reflected
         on the  Accounts  for the payment of Taxes  occurring  through the date
         hereof but not yet due.

46.      The transfer pricing practices of the Group Companies have not been the
         subject to any review or audit by any Taxing Authority and there are no
         proceedings  pending  or  threatened  against  any Group  Company  with
         respect to such transfer pricing practices.

47.      Indemnity Claims

         To the best of the knowledge,  information  and belief of the Executive
         Directors,  there is no matter  which  might give rise to a claim under
         the indemnities contained in Clause 11.

48.      Information

         All information in the documentation referred to in Schedule 4 is true,
         accurate and complete in all material  respects and all  forecasts  and
         estimates  therein  have been made after due and proper  consideration,
         and  represent  reasonable  expectations  honestly  held based on facts
         known or which on  reasonable  enquiry  should  have been  known to the
         Directors in their capacity as Directors of the Company.


<PAGE>


                                   SCHEDULE 6

Certificate from the Directors and the Company to the Subscribers
                           [Letterhead of the Company]


To:      [                           ]                           1998



Dear Sirs/Madam

Proposed Subscription (the "Subscription")

We refer to the Subscription  and the  Subscription  Agreement dated [ ] 1998 in
which  a  draft  of  this  letter  appears  as  Schedule  6  (the  "Subscription
Agreement").  Words and expressions  defined in the Subscription  Agreement have
the same meanings herein.

We confirm that (subject only to the giving of this letter):-

(i)      we have complied with our  obligations  under of the  Subscription
         Agreement which fall  to be performed to date; and

(ii)     the London Stock Exchange has agreed to admit the  Subscription  Shares
         and the Placing Shares to the Official List subject only to Admission.

The Company  alone  confirms  that none of the  Warranties  was  breached or was
untrue,  inaccurate  or  misleading  when  made and none of such  warranties  or
undertakings would be breached or be untrue, inaccurate or misleading were it to
be repeated by reference to the facts and  circumstances  subsisting at the date
hereof.

Yours faithfully

 .................................
Director
for and on behalf of
Huntingdon Life Sciences Group PLC       ...................................
                                                                    Director
                                         ...................................
                                                                    Director
                                         ...................................
                                                                    Director


<PAGE>


SIGNED AS A DEED by                 )
CHRISTOPHER FREDERICK CLIFFE        )
and SUSAN HIDE                      )
for and on behalf of                )        C.F. Cliffe
HUNTINGDON LIFE SCIENCES GROUP PLC  )       .............................
                                             Director

                                             S Hide

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

SIGNED AND DELIVERED AS A DEED              )
by CHRISTOPHER FREDERICK CLIFFE     )       C.F. Cliffe
in the presence of:-     Scott Leonard-Morgan                 )
                         Simmons & Simmons
                         London


SIGNED AND DELIVERED AS A DEED              )
by MARTYN SANDFORD                          )        M Sandford
in the presence of:-     Scott Leonard-Morgan  )
                         Simmons & Simmons
                         London


SIGNED AND DELIVERED AS A DEED              )
by CAMERON MACKAY MACDONALD   )     C Macdonald
in the presence of:-     Scott Leonard-Morgan )
                         Simmons & Simmons
                         London


SIGNED AND DELIVERED AS A DEED      )
by ROGER ADRIAN PINNINGTON          )       M Sandford
in the presence of:-     Scott Leonard-Morgan                 )
                         Simmons & Simmons
                         London


SIGNED AND DELIVERED AS A DEED              )
by JOHN CALDWELL                            )        J Caldwell
in the presence of:-     Scott Leonard-Morgan    )
                         Simmons & Simmons
                         London


SIGNED AND DELIVERED AS A DEED      )
by LADISLAS OSCAR RICE              )       C.F. Cliffe
in the presence of:-     Scott Leonard-Morgan )
                         Simmons & Simmons
                         London

SIGNED by ANDREW BAKER              )       A Baker
in the presence of:-     Adam Dowdney                )
                         Solicitor, EC4


SIGNED by                                   )
for and on behalf of                        )        A Stafford-Deitsch
STEPHENS GROUP, INC.                        )
in the presence of:-     Adam Dowdney       )
                         Solicitor, EC4



SIGNED by                               )
for and on behalf of                    )        P Quillen
QUILCAP CORP.                           )
in the presence of:-                    )



SIGNED by                               )
for and on behalf of                    )        L Feinberg
ORACLE PARTNERS L.P.                    )
in the presence of:-                    )



SIGNED by SIDNEY KNAFEL                  )   by his attorney
in the presence of:-     Adam Dowdney    )   A Baker
                         Solicitor, EC4


SIGNED by RODMAN MOORHEAD III        )       by his attorney
in the presence of:-     Adam Dowdney)       A Baker
                         Solicitor, EC4


SIGNED by KIRBY CRAMER               )       by his attorney
in the presence of:-     Adam Dowdney)       A Baker
                         Solicitor, EC4


SIGNED by ANDREW STAFFORD-DEITSCH    )       A Stafford-Deitsch
in the presence of:-     Adam Dowdney)
                         Solicitor, EC4


SIGNED by GORDON GRENDER            )       G Grender
in the presence of:-     Selina Rutherston  )
                         45 Brookville Road
                         London SW6 7BH


<PAGE>



                                [Nat West Letter]


To Subscriber




                                                             _________ 1998




Dear Sirs,

                              Facilities Agreement
                       dated ________________ between [ ],
                    and [ ] and National Westminster Bank Plc
                          ("the Facilities Agreement")


We confirm that conditional only on the satisfaction of condition precedent [ii]
in Schedule 6 to the Facilities Agreement,  the sum of (pound)24,500,000 will be
advanced today as the first Revolving Advance under the Facilities Agreement and
without need for [ ] plc to serve a drawdown  notice  pursuant to the Facilities
Agreement  in relation  to such  advance to [ ] Plc  pursuant to the  Facilities
Agreement.

We  acknowledge  that  this  letter  is  required  as one of the  conditions  of
completion of arrangements under which you are today to subscribe for [ ] shares
in [ ] Plc and that you will be completing such  arrangement in reliance,  inter
alia, on this letter.


                                           Yours faithfully,




                                           ----------------------------
                                           For and on behalf of
                                           National Westminster Bank Plc