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

DATED                                                                1998







                           (1)      HUNTINGDON LIFE SCIENCES
                                    LIMITED


                                     - and -


                           (2)      DR CAMERON MACKAY
                                    MACDONALD





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

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









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

                            Telephone: 0171 203 5000
                              Ref: DJSG/GXW/25407/3


<PAGE>




                                    CONTENTS
                                                                      Page

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

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

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

4.       GRATUITIES AND CODES OF CONDUCT................................3

5.       REMUNERATION...................................................3

6.       PENSION SCHEME.................................................4

7.       OTHER BENEFITS.................................................4

8.       COMPANY CAR....................................................6

9.       EXPENSES.......................................................6

10.      HOLIDAYS.......................................................6

11.      ILLNESS........................................................6

12.      RESTRICTIONS DURING EMPLOYMENT.................................7

13.      INTELLECTUAL PROPERTY..........................................8

14.      CONFIDENTIALITY...............................................10

15.      TERMINATION OF EMPLOYMENT.....................................11

16.      SUSPENSION....................................................12

17.      RESIGNATION AND RETURN OF COMPANY PROPERTY....................13

18.      RECONSTRUCTION OR AMALGAMATION................................13

19.      RESTRICTIONS..................................................13

20.      SEVERABILITY..................................................16

21.      NOTICES.......................................................16

22.      STATUTORY INFORMATION.........................................17

23.      MISCELLANEOUS.................................................17

SCHEDULE...............................................................18



<PAGE>



T H I S   A G R E E M E N T  is made on                        1998

B E T W E E N :

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

(2)      DR CAMERON MACKAY MACDONALD of[        
                                                     ] (the "Executive").

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



<PAGE>


1.       DEFINITIONS AND INTERPRETATION

(1)      In this Agreement unless the context  otherwise  requires the following
         expressions shall have the following meanings:

         "Associated Company"        means:

                                     (a)      a  company  which  is not a
                                              Subsidiary  of  the  Parent
                                              but  whose  issued   equity
                                              share  capital  (as defined
                                              in  s744  of the  Companies
                                              Act 1985) is owned as to at
                                              least 20% by the  Parent or
                                              one  of  its  Subsidiaries;
                                              and

                                     (b)      a Subsidiary (as defined below)

         "Board"                    the board of directors for the time being of
                                    the Parent ;

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

         "Parent"                   means Huntingdon Life Sciences Group
                                    plc or any  other  company  which is
                                    for  the  time  being  the  ultimate
                                    holding   company  of  the   Company
                                    within  the  meaning  of s736 of the
                                    Companies Act 1985;

         "Subsidiary"               means  a  Subsidiary  within  the  meaning
                                    of  s736 of the Companies Act 1985;

         "Working Day"              means a day other  than a  Saturday, Sunday
                                    or bank or other public holiday in England.

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

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

(4)      References in this  Agreement to a person  include a body corporate and
         an  incorporated  association  of persons and  references  to a company
         include any body corporate.

(5)  Where  appropriate,  references  to  the  Executive  include  his  personal
     representatives.

2.       TERM OF EMPLOYMENT

(1)      The employment of the Executive  shall be deemed to have commenced on 1
         November 1996 and (subject to  termination as provided in clauses 11(2)
         and 15 below) shall be for an  indefinite  period  terminable by either
         party giving to the other 12 months notice in writing.

(2)      Notwithstanding clause 2(1) above the employment of the Executive shall
         automatically terminate on the day when the Executive reaches age 65 or
         the normal  retiring age applicable to directors of the Group from time
         to time.

(3)      The  Executive  represents  and  warrants  that he is not  bound  by or
         subject to any court order, agreement, arrangement or undertaking which
         in any way restricts or prohibits him from entering into this Agreement
         or performing his duties under it.

3.       DUTIES

(1) The Executive shall during his employment under this Agreement:

         (a)      perform the duties and exercise the powers which the Board may
                  from time to time  properly  assign to him in his  capacity as
                  Strategic  Development  Director  or in  connection  with  the
                  conduct and  management  of the business of the Company or the
                  business of any Group Company  (including serving on the board
                  of such Group  Company or on any other  executive  body or any
                  committee of such a company); and

         (b)      do all in his  power  to  promote,  develop  and  protect  the
                  business of the Company and any Group Company and at all times
                  and in all respects  conform to and comply with the proper and
                  reasonable directions and regulations of the Board.

(2)      The Executive  shall give to the Board such  information  regarding the
         affairs  of the  Parent  and,  where  relevant,  the  Group as it shall
         require,  and in  any  event,  report  regularly  and  keep  the  Board
         informed.

(3)      The Executive's  normal place of work shall be the Company's offices at
         Huntingdon but the Executive  shall work in any place within the United
         Kingdom  which the Board may  require  and he may be required to travel
         abroad when required by the Company for the proper  performance  of his
         duties.

(4)      If the Company  requires the Executive to work  permanently  at a place
         which  necessitates  a move from his present  home  address the Company
         will  reimburse  the Executive  for all removal  expenses  directly and
         reasonably  incurred  as a  result  of  the  Company's  requirement  in
         accordance with the Company's  relocation  policy, as from time to time
         in force.

4.       GRATUITIES AND CODES OF CONDUCT

(1)      Other than routine  hospitality  and  corporate  gifts of nominal value
         received in the ordinary  course of business,  the Executive  shall not
         directly  or  indirectly  accept any  commission,  rebate,  discount or
         gratuity  in cash or in kind  from any  person  who has or is  having a
         business relationship with any Group Company.

(2)      The  Executive  shall  comply  (and  procure  that his spouse and minor
         children shall comply) with all applicable rules and regulations of the
         London Stock Exchange,  the New York Stock Exchange,  the US Securities
         Exchange  Commission,  and any codes of  conduct  adopted  by the Group
         concerning  dealings in securities  for the time being in force and any
         other relevant regulatory authority.

5.       REMUNERATION

(1)      The Company  shall pay to the  Executive a salary at the rate of
         (pound)98,000  gross per year inclusive of any directors'fees payable
         to him.

(2)      The Executive's  salary shall accrue from day to day and be payable by
         equal monthly instalments in arrears on the 20th day of each month.

(3)      The  Executive's  salary  shall be  reviewed  once in every  year.  The
         undertaking  of a salary  review  does not confer a  contractual  right
         (whether  express  or  implied)  to any  increase  in  salary  and  the
         Executive acknowledges that any salary increase is at the discretion of
         the Company.

(4)      Notwithstanding  anything to the contrary in the Company's  Articles of
         Association  the salary in (1) above shall be  inclusive of any fees to
         which the Executive may be entitled as a director of the Company or any
         Group Company and the Executive shall waive his right to any such fee.

(5)      The Company may, in its  absolute  discretion,  pay to the  Executive a
         bonus of such amount  payable at such  time(s) as may from time to time
         be determined by the Board.

6.       PENSION SCHEME

(1)      The  Company  currently  operates  a  contributory  pension  scheme the
         Huntingdon Life Sciences Pension and Life Assurance Scheme of which the
         Executive  Section shall be  applicable to the Executive  (the "Pension
         Scheme").  The  Executive  has received an outline  description  of the
         terms of the Pension  Scheme in the form of [the  member's  explanatory
         booklet].  The full  terms  are set out in the  trust  deeds  and rules
         governing  the  Pension  Scheme and  includes  the  Company's  right to
         wind-up the Pension Scheme.  Copies of those documents are available to
         the Executive on request.

(2)      The  Executive  is entitled  to remain a member of the  Pension  Scheme
         subject to its terms.  The Company  shall  deduct from the  Executive's
         salary  any  contributions  payable  by him  from  time  to time to the
         Pension  Scheme  or any other  pension  scheme of the Group of which he
         becomes a member.

7.       OTHER BENEFITS

(1)      The Executive is entitled to membership of the following  schemes (each
         referred to below as an "insurance scheme"):

                  (a)      a  salary   continuance   on   long-term   disability
                           insurance  scheme  applicable  to  employees  in  the
                           Executive's  category generally  providing such cover
                           for the  Executive  as the  Company  may from time to
                           time notify to him;

                  (b)      a life  insurance  scheme  under  which a lump  sum 
                           benefit  shall be payable on the Executive's  death
                           while the Agreement  continues; the benefit of which
                           shall be paid to such  dependants  of the  Executive
                           or other  beneficiary  as the trustees of the scheme
                           select at their discretion, after considering  any
                           beneficiaries  identified by the Executive in any 
                           expression of his wishes delivered to the trustees
                           before his  death.  The benefit  is equal to 4 times
                           the Executive's basic annual salary at his death but
                           basic  annual  salary  for this purpose shall not
                           exceed the allowable maximum (earnings cap);

                  (c)      a personal accident insurance applicable to employees
                           in  the   Executive's   category   generally   scheme
                           providing such cover for the Executive as the Company
                           may from time to time notify to him.

(2)      Benefits  under any  insurance  scheme shall be subject to the rules of
         the scheme(s) and the terms of any applicable  insurance policy and are
         conditional  upon  the  Executive  complying  with and  satisfying  any
         applicable  requirements  of the  insurers.  Copies of these  rules and
         policies and particulars of the  requirements  shall be provided to the
         Executive on request.  Provided  that the Company  shall have  complied
         with and satisfied with any requirements of the insurers  applicable to
         it, (but without  prejudice to the Company's  rights pursuant to clause
         7(4) below) the Company shall not have any liability to pay any benefit
         to the Executive under any insurance  scheme unless it receives payment
         of the benefit from the insurer under the scheme.

(3)      Any  insurance  scheme  which is  provided  for the  Executive  is also
         subject to the Company's  right to alter the cover provided or any term
         of the scheme or to cease to provide  (without  replacement) the scheme
         at any time if in the  reasonable  opinion  of the  Board  the state of
         health of the  Executive  is or becomes such that the Company is unable
         to  insure  the  benefits  under  the  scheme  at the  normal  premiums
         applicable to a person of the Executive's age.

(4)      The provision of any  insurance  scheme does not in any way prevent the
         Company from lawfully terminating this Agreement in accordance with the
         provisions in clause 15 even if to do so would deprive the Executive of
         membership of or cover under any such scheme.

8.       COMPANY CAR

         The Company  shall  provide the Executive  with a  non-pensionable  car
         allowance of (pound)750.00 gross per month.

9.       EXPENSES

         The Company shall reimburse or procure that the Executive is reimbursed
         all  reasonable   travelling   hotel  and  other  expenses  wholly  and
         necessarily incurred by him in the performance of his duties under this
         Agreement on production of  appropriate  receipts and other evidence of
         expenditure as required by the Company.

10.      HOLIDAYS

(1)      The Executive shall (in addition to the usual public and bank holidays)
         be  entitled  to 25  Working  Days  holiday  in each  holiday  year (as
         specified by the Company) to be taken at a time or times agreed between
         the Executive and the Company.

(2)      Holiday  entitlement  in one year  cannot  be  carried  forward  to any
         subsequent holiday years except by prior arrangement with the Company.

(3)      In the holiday year in which employment commences or terminates holiday
         shall accrue on a pro rata basis  (excluding  fractions of days). If on
         the  termination  of the  employment  the  Executive  has  exceeded his
         accrued  holiday  entitlement  the excess may be deducted from any sums
         owing to him. If the  Executive  has accrued  holiday  owing to him the
         Company  may at its  discretion  require  the  Executive  to  take  the
         outstanding  holiday during any notice period or make a payment in lieu
         instead.

(4)      If under  clause 16 the  Executive is not required to attend the office
         during any period of notice,  he will not accrue  holiday  during  that
         period. If the Executive's employment is terminated without notice, the
         Executive  will not be entitled to holiday pay for holiday  which would
         have accrued during the notice period had the Executive continued to be
         employed or at work (whichever is applicable) throughout that time.

11.      ILLNESS

(1)      The Executive shall continue to be paid during  sickness  absence (such
         payment to be inclusive of any  statutory  sick pay or social  security
         benefits to which he may be entitled)  for a total of up to 26 weeks in
         any 12 consecutive calendar months.

(2)      Thereafter  the  Executive  shall  continue  to be paid  salary  at the
         discretion  of the Company but so that the  Company may  terminate  the
         employment  of the Executive at any time after the end of the 26th week
         of  absence  in any 12  consecutive  calendar  months  by giving to the
         Executive not less than 3 months' notice in writing.

(3)      If the  Executive is incapable  of  performing  his duties by reason of
         injury sustained  wholly or partly as a result of negligence,  nuisance
         or breach of any  statutory  duty on the part of a third  party and the
         Executive  recovers  an  amount  by way of  compensation  for  loss  of
         earnings from that third party, he shall pay to the Company a sum equal
         to the amount  recovered  or, if less,  the  amount  paid to him by the
         Company  under clause 11(1) and/or (2) above in respect of the relevant
         period of absence as a result of that injury.

(4)      The  Company  shall be entitled  to require  the  Executive  to undergo
         examinations by a medical adviser  appointed or approved by the Company
         and the Executive  authorises  the medical  adviser and/or will provide
         such  consents as are  necessary to disclose to the Company the results
         of such examinations.

12.      RESTRICTIONS DURING EMPLOYMENT

(1)      During the  continuance  of his  employment  under this  Agreement  the
         Executive  shall unless  prevented by incapacity  devote his whole time
         and  attention  to the  business of the Company and the Group and shall
         not without the prior written consent of the Board:

         (a)      engage in any other  business  (other  than  charity  or other
                  unpaid  work in the nature of a hobby  which does not  detract
                  from the Executive's performance of his duties); or

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

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

         (d)      discourage  any such  person  referred to in clause 12 (1) (c)
                  above from  conducting or continuing to conduct  business with
                  the Company or any Group  Company on the best terms  available
                  to the Company or any Group Company; or

         (e)      induce or attempt to induce any director or senior employee of
                  the Company or any Group  Company and with whom the  Executive
                  has  material  dealings  in the course of his  employment,  to
                  leave the employment of the Company or any Group Company

         provided that nothing in this clause shall  preclude the Executive from
         holding or being otherwise interested in any shares or other securities
         of any company which is quoted on any  recognised  investment  exchange
         (as defined by section 207(1)  Financial  Services Act 1986) so long as
         the interest of the Executive in such shares or other  securities  does
         not  extend  to more  than 5% of the  total  amount  of such  shares or
         securities.

(2)      If during his employment under this Agreement the Executive shall cease
         to be a director of the Parent  (otherwise than by reason of his death,
         resignation or disqualification pursuant to the articles of association
         of the Parent or by statute or court order or under clause 15(2) below)
         his employment  shall  continue and the terms of this Agreement  (other
         than  those  relating  to the  holding  of  office of  director)  shall
         continue  in full  force and  effect  and the  Executive  shall have no
         claims  against  the Parent or the Company in respect of his ceasing to
         be a director.

13.      INTELLECTUAL PROPERTY

(1)      If the Executive makes, or if the Executive participates in making, any
         invention,  any design  (whether  registerable  or not), or any work in
         which copyright  and/or database right subsists and which relates to or
         is useful in connection with the business of the Company, the Parent or
         of any  Associated  Company  the  Executive  shall  disclose  it to the
         Company  immediately,  whether or not it is the property of the Company
         and:-

         (a)      in the case of an invention give the Company full  particulars
                  of the invention  together with all information,  data (in all
                  forms and in all media),  drawings  and models,  embodying  or
                  relating to the invention,  irrespective  of the nature of the
                  invention or when it was made; and

         (b)      in the case of designs  or  copyright  works,  a copy of all
                  such designs and works;

                  and,  in  addition,  the  Company  may call for the same to be
                  delivered  forthwith to an  authorised  representative  at any
                  time.

(2)      If an  invention  made by the  Executive is the property of the Company
         under  Section 39 Patents  Act 1977 the  Executive  shall  execute  all
         documents  and do all things which may be  necessary  or desirable  for
         obtaining the best possible patent, utility model or similar protection
         for  the  invention  ("Protection")  in  territories  specified  by the
         Company and the Executive hereby assigns to the Company with full title
         guarantee all his or her rights to the  invention and all  applications
         for  Protection  and to the  grant of  Protection  in  respect  of that
         invention and shall execute all documents and do all such things as may
         be necessary or desirable for  perfecting  the assignment and obtaining
         registration of it in all territories in the name of the Company.

(3)      Notwithstanding  clause  13(2)  the  Company  shall  not be  under  any
         obligation to apply for  Protection in respect of any invention made by
         the Executive.

(4)      If any  invention is the  property of the  Executive  under  Section 39
         Patents  Act 1977 and  relates to or is useful in  connection  with the
         business or any product or service of the Company, the Parent or of any
         Associated  Company the Executive  shall not grant a licence or execute
         an assignment in respect of that  invention to any other person without
         first  offering  to grant a licence or execute  an  assignment  for the
         benefit of the Company on terms no less  favourable  than those offered
         to the third party,  and the Company shall have fifteen working days in
         which to accept or reject the offer.

(5)      If during the course of his or her work for the Company (whether in the
         course of normal duties or not and whether or not during normal working
         hours) the Executive makes, or participates in the making of any design
         (whether  registrable  or not) or any  work in which  copyright  and/or
         database  right  subsists the Executive  hereby  assigns to the Company
         with full title  guarantee  and,  where  appropriate,  by way of future
         assignment,  all such rights for the full term thereof  throughout  the
         world,  provided that the assignment  shall not extend to those designs
         or works which are created by the Executive  wholly  outside his or her
         normal  working  hours and wholly  unconcerned  with his or her service
         under this Agreement.

(6)      In the case of designs and copyright which are registrable  anywhere in
         the world the  Executive  shall execute all documents and do all things
         which are  necessary  or  desirable  for  obtaining  the best  possible
         registration in respect of such rights in territories  specified by the
         Company and shall  assign to the Company such rights as are not already
         held by the Company in all subsequent  registrations  and  applications
         for registration.

(7)      The  Executive  hereby  irrevocably  appoints  the  Company  to be  the
         Executive's  attorney  in his or her name and on his or her  behalf  to
         sign or execute any  document or do anything  and  generally to use the
         Executive's  name for the  purpose  of giving to the  Company  the full
         benefit of the  provisions of this clause 13 and in favour of any third
         party a certificate  in writing signed by any director or the secretary
         of the  Company  that any  document or act falls  within the  authority
         conferred by this clause shall be conclusive  evidence that that is the
         case.

(8)      The Executive waives all moral rights (whether arising under Chapter IV
         of the  Copyright  Designs and Patents  Act 1988 or  otherwise,  to the
         extent permissible under the relevant legislation in each jurisdiction)
         in works to which clause 13(5) applies.

(9)      The Executive warrants that he is not bound by any legally  enforceable
         obligations  owed to persons other than the Company which would prevent
         the Executive  from  complying with the terms of this Agreement and the
         Executive  shall not  without  proper  licence  use any  inventions  or
         information  in breach of rights owed to or held by persons  other than
         the  Company  or copy or  adapt  copyright  works or  designs  owned by
         persons other than the Company.

(10)     All the  provisions of this clause 13 shall survive  termination of the
         Executive's   employment   insofar  as  they   relate  to   inventions,
         information, designs and works in which copyright and/or database right
         subsists which were created before termination.

14.      CONFIDENTIALITY

(1)      The  Executive  shall not  (except  in the  proper  performance  of his
         duties)  during or after his employment has ended divulge to any person
         or otherwise make use of (and shall use his best  endeavours to prevent
         the  publication or disclosure of) any trade secret or secret  research
         process or any  confidential  information  concerning  the  business or
         finances of the Company or any Group  Company or any of their  dealings
         transactions or affairs or any trade secret or secret research  process
         or any such confidential information concerning any of their suppliers,
         agents, distributors or clients.

(2)      Confidential   information  includes,   but  is  not  limited  to:  any
         information of a secret,  confidential or private nature,  in any form,
         concerning the business,  accounts,  finances, customer lists, research
         projects,  pricing and/or discount  policy,  future business  strategy,
         marketing,   tenders,  price  sensitive   information,   employees  and
         officers,   formulae,    processors,   working   methods,   inventions,
         intellectual  property  and other plans and strategy of the Company and
         any Group Company or any of its or their respective clients.

(3)      The restrictions in clauses 14 (1) and 14 (2) shall not apply to
         information which:

         (i)      comes into the public  domain  otherwise than by a breach by
                  the Executive of his obligations under this Agreement; or

         (ii)     is  disclosed  to the  Executive  by a third party who has not
                  received  it directly  or  indirectly  from the Company or any
                  Group Company; or

         (iii)    must be disclosed by any applicable law or the requirements of
                  a  relevant  regulatory  authority,  to  the  extent  of  such
                  required disclosure.

15.      TERMINATION OF EMPLOYMENT

(1)      The Company may at any time and in its absolute  discretion (whether or
         not any  notice of  termination  has been  given by the  Company or the
         Executive  under  clause  2(1)  above)  terminate  the  Agreement  with
         immediate effect and make a payment in lieu of notice.

(2)      The  employment  of the  Executive  may be  terminated  by the  Company
         without notice or payment in lieu of notice if:

         (a)      the Executive is guilty of any serious misconduct or any other
                  conduct which affects or is likely to affect prejudicially the
                  interests  of the Company or any Group  Company to which he is
                  required to render services under this Agreement; or

         (b)      fails or neglects  efficiently and diligently to discharge his
                  duties in any  material  respect  or  commits  any  serious or
                  material repeated breach or non-observance by the Executive of
                  any of the provisions contained in this Agreement; or

         (c)      the Executive has an interim receiving order made against him,
                  becomes  bankrupt or makes any  composition or enters into any
                  deed of arrangement with his creditors in circumstances  which
                  would have a material adverse effect on the Company, the Group
                  or their respective reputations; or

         (d)      the Executive is convicted of any arrestable  criminal offence
                  (other than an offence under road traffic  legislation  in the
                  United Kingdom or elsewhere for which a fine or  non-custodial
                  penalty  is  imposed)  in  circumstances  which  would  have a
                  material  adverse  effect on the  Company,  the Group or their
                  respective reputations; or

         (e)      the Executive is  disqualified  from holding office in another
                  company  by  reason  of  an  order  of a  court  of  competent
                  jurisdiction; or

         (f)      the Executive shall become of unsound mind or become a patient
                  under the Mental Health Act 1983; or

         (g)      the  Executive is convicted of an offence  under the Companies
                  Securities  (Insider  Dealing)  Act  1985 or under  any  other
                  present or future statutory enactment or regulations  relating
                  to insider dealings under English or New York law; or

         (h)      otherwise than:

                  i)       at the request of the Company; or

                  ii)      in   circumstances  which  a  reasonable  director,
                           properly  advised,  would  regard  as requiring  his
                           resignation

                  the Executive ceases to be a director of the Parent.

16.      SUSPENSION

(1)      The Company may suspend the  Executive at any time on full pay to allow
         the Company to investigate  any complaint made against the Executive in
         relation to his employment  with the Company  provided that the fact of
         the  suspension  will only be  disclosed to employees of the Company or
         any Group Company who are involved in the investigation  and/or to whom
         such  disclosure  may,  in the  reasonable  opinion  of the  Company be
         necessary for genuine operational reasons.

(2)      During  any  period  of  notice of  termination  (whether  given by the
         Company or the  Executive)  the Company shall be under no obligation to
         assign any duties to the  Executive  or to provide any work for him and
         shall be entitled to exclude him from its premises,  provided that this
         shall not  affect the  Executive's  entitlement  to receive  his normal
         salary and other  contractual  benefits  other than that the  Executive
         will cease to accrue holiday during any such period.

17.      RESIGNATION AND RETURN OF COMPANY PROPERTY

(1) Upon the  termination  by whatever  means of this  Agreement  the  Executive
shall:

         (a)      immediately resign from his office as a director of the Parent
                  and from such offices held by him in any Group Company without
                  claim for compensation; and

         (b)      immediately   deliver  to  the   Company   all  credit   cards
                  motor-cars,   keys,  computer  media  and  other  property  in
                  whatever  form,  of or relating to the business of the Company
                  or of any  Group  Company  which may be in his  possession  or
                  under his power or control.

         (c)      immediately  deliver to the Company all details  which must be
                  provided  under clause 13 above  together with all material in
                  whatever  form which  describes  or embodies  the  concepts or
                  designs which are so disclosed.

(2)      If the  Executive  fails to comply  with  clause  17(1) the  Company is
         hereby irrevocably authorised to appoint some person in his name and on
         his behalf to sign and complete any documents or do any thing necessary
         to give effect to this clause.

(3)      The  Executive  shall not without the consent of the Parent at any time
         after the termination of this Agreement  represent  himself still to be
         connected with the Company or any Group Company.

18.      RECONSTRUCTION OR AMALGAMATION

         If the  employment of the Executive  under this agreement is terminated
         by  reason  of the  liquidation  of the  Company  for  the  purpose  of
         reconstruction or amalgamation and the Executive is offered  employment
         with any concern or undertaking  resulting from the  reconstruction  or
         amalgamation on terms and conditions not less favourable than the terms
         of this  Agreement  then the Executive  shall have no claim against the
         Company  or any Group  Company in  respect  of the  termination  of his
         employment under this Agreement.

19.      RESTRICTIONS

(1)      Definitions

         In this clause:

         (a)      "Termination Date" means the date on which the employment
                  terminates;

         (b)      "Person" includes any company, firm, organisation or other
                  entity;

         (b)      "Area"  means  any  country  in the  world  where on the
                  Termination Date the Company was supplying services

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

         (d)      "Client"  means  any  Person  to whom the  Company  or a Group
                  Company supplied during the 6 months preceding the Termination
                  Date  and  with  whom  at any  time  during  such  period  the
                  Executive   was  actively   involved  in  the  course  of  his
                  employment;

         (d)      "Prospective Client" means any Person with whom the Company or
                  a Group Company had negotiations or discussions  regarding the
                  possible  supply of services  during the 6 months  immediately
                  preceding  the  Termination  Date  and  with  whom at any time
                  during such period the Executive was actively  involved in the
                  course of his employment.

(2)      The Executive  covenants with the Company and as trustee for each Group
         Company that in the event of the Executive terminating his employment:

         (1)      Non-competition

                  the  Executive  shall  not for a period  of 6 months  from the
                  Termination  Date  directly or  indirectly  be  interested  or
                  concerned in any business  which is carried on in the Area and
                  which is  competitive  or  likely to be  competitive  with the
                  Business  being  carried on at the  Termination  Date and with
                  which the Executive was actively  involved  during the 6 month
                  period ending on the Termination Date.

                  For this purpose, the Executive is concerned in a business if:

                  (a)      he carries it on as principal or agent; or

                  (b)      he  is  a  partner,  director,   employee,  secondee,
                           consultant  or  agent  in,  of or to any  Person  who
                           carries on the business; or

                  (c)      subject to clause 12(1)  above,  he has any direct or
                           indirect   financial   interest  (as  shareholder  or
                           otherwise) in any Person who carries on the business.

         (2)      Non-solicitation

                  the  Executive  shall  not for a period  of 6 months  from the
                  Termination Date in the Area directly or indirectly:

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

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

                  (c)      canvass or solicit  business from any supplier of the
                           Company or a Group  Company  with whom the  Executive
                           was actively  involved  during the 6 months ending on
                           the  Termination  Date or persuade  such  supplier to
                           cease to supply,  or to restrict or vary the terms of
                           supply to the Company or a Group Company or otherwise
                           interfere  with  the  relationship   between  such  a
                           supplier and the Company or a Group Company.

         (3)      Non-poaching

                  the  Executive  shall not for a period  of 6 months  after the
                  Termination  Date directly or indirectly  induce or attempt to
                  induce any senior  employee of the Company or a Group  Company
                  who is  engaged  in any  business  activity  carried on by the
                  Company or a Group  Company at the  Termination  Date and with
                  whom  the  Executive   during  the  6  months  ending  on  the
                  Termination  Date had  material  dealings in the course of his
                  employment,  to leave the employment of the Company or a Group
                  Company  (whether or not this would be a breach of contract by
                  that employee for the purposes of being involved in or engaged
                  in the  types  of  business  referred  to in  sub-clause  2(1)
                  above).

(3)      The  restrictions  in this clause are  considered  by the parties to be
         reasonable and the validity of each sub-clause shall not be affected if
         any of the others is invalid.  If any of the  restrictions  is void but
         would  be valid  if some  part of the  restriction  were  deleted,  the
         restriction  in question shall apply with such  modification  as may be
         necessary to make it valid.

(4)      The Executive  acknowledges  that the  provisions of this clause are no
         more extensive than is reasonable to protect the Company or the Group.

(5)      If the Executive is suspended  from work under the provisions of clause
         16, the Company may, at its sole  discretion,  agree that the period of
         time during which the non-competition  restriction  contained in clause
         19(2)(1) is enforceable,  starts to run from the date of the suspension
         and not from the Termination Date.

20.      SEVERABILITY

         If  any  of  the  provisions  of  this  Agreement   become  invalid  or
         unenforceable  for any reason by virtue of applicable law the remaining
         provisions  shall continue in full force and effect and the Company and
         the  Executive  hereby  undertake to use all  reasonable  endeavours to
         replace any legally invalid or unenforceable provision with a provision
         which will  promise to the  parties  (as far as  practicable)  the same
         commercial  results as were  intended or  contemplated  by the original
         provision.

21.      NOTICES

(1)      Any notice required or permitted to be given under this Agreement shall
         be given in writing  delivered  personally  or sent by first class post
         pre-paid  recorded  delivery  (air mail if overseas) or by facsimile to
         the party due to receive  such  notice at, in the case of the  Company,
         its  registered  office from time to time (and marked for the attention
         of the  Company  Secretary)  and,  in the  case of the  Executive,  his
         address as set out in this  Agreement  (or such  address as he may have
         notified to the Company).

(2)      Any notice  delivered  personally  shall be deemed to be received  when
         delivered to the address provided in this Agreement and any notice sent
         by pre-paid  recorded  delivery post shall be deemed (in the absence of
         evidence of earlier receipt) to be received 2 days after posting and in
         proving the time of despatch  it shall be  sufficient  to show that the
         envelope  containing  such notice was properly  addressed,  stamped and
         posted.  A notice  sent by  facsimile  shall  be  deemed  to have  been
         received on receipt by the sender of confirmation  in the  transmission
         report that the facsimile had been sent.

22.      STATUTORY INFORMATION

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

23.      MISCELLANEOUS

(1)      This Agreement is governed by and shall be construed in accordance with
         the laws of England.

(2)      The parties to this Agreement  submit to the exclusive  jurisdiction of
         the English courts.

(3)      This Agreement  contains the entire  understanding  between the parties
         and  supersedes  all  previous  agreements  and  arrangements  (if any)
         relating to the employment of the Executive by the Company (which shall
         be deemed to have been terminated by mutual consent).

(4)      The Executive  authorises  the Company to deduct from any  remuneration
         payable to the Executive  under this Agreement any sums due from him to
         the Company or any Group  Company  including  the cost of repairing any
         damage  to  Company  or  any  Group  Company  property  caused  by  the
         Executive.

THIS  AGREEMENT  has been executed as a DEED and is intended to be and is hereby
delivered on the date on page 1.


<PAGE>


                                    SCHEDULE

                    STATEMENT OF PARTICULARS PURSUANT TO THE
                           EMPLOYMENT RIGHTS ACT 1996



<PAGE>


1.       The Executive's period of continued  employment commenced on 1 November
         1996. A period of employment with a previous employer does not count as
         part of the Executive's continuous employment with the Company.

2.       A contracting-out certificate is in force in respect of this employment

3.       There is no formal  disciplinary or grievance  procedure  applicable to
         this position.  Any grievance which the Executive wishes to exercise or
         any disciplinary  action taken by the Company will be dealt with by the
         Chairman.  If the  Executive is  dissatisfied  with any decision he can
         within 5  working  days of that  decision  appeal  to the  Board  whose
         decision  shall be final and  binding.  For the  avoidance of doubt any
         disciplinary  or grievance  procedure does not form part of the service
         agreement.

4. The Executive is under no obligation to work overseas for periods exceeding 1
month.

5.       The Company is not a party to any  collective  agreement  which affects
         the Executive's employment.

Executed as a Deed by
HUNTINGDON LIFE SCIENCES
LIMITED                                     ................................
                                                                    Director


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

Signed as a Deed by
DR CAMERON MACKAY MACDONALD
in the presence of:                        .................................


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


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



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                                                                    Address

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                                                                 Occupation