17 September 1999


Mr K L Cramer
2420 Carillon Point
Kirkland, WA 98033

Dear Kirby

I am delighted that you have agreed to join the Board of Directors of Huntingdon
Life Sciences  Group plc (the "Group") as an Executive  Director and to continue
to serve as an employee of Huntingdon Life Sciences,  Inc. (the "Company"),  one
of the companies  within the Huntingdon  Group.  As your employment will be with
the Company,  I am writing to confirm the arrangements  which will exist between
you and the  Company  and the Group  during your  appointments  as an  Executive
Director and employee.

A.       DUTIES

         You shall during your employment with the Company:

(i)               perform the duties and  exercise the powers which the Board of
                  Directors of the Group  ("Board") or the Company may from time
                  to  time  properly  assign  to  you  in  your  capacity  as an
                  Executive  Director  or in  connection  with the  conduct  and
                  management of the business of the Group or the business of any
                  company within the Huntingdon Group (including  serving on the
                  board of such Group Company or on any other  executive body or
                  any committee of such a company); and

(ii)              do all in your  power and use your best  efforts  to  promote,
                  develop and protect the  business of the Company and the Group
                  and at all times and in all  respects  conform  to and  comply
                  with the proper and reasonable  directions and  regulations of
                  the  Company  and  the  Board.  You  are  required  to  devote
                  substantially  the whole of your  working time to the business
                  of the Company and the Group.

B.       TERM

         Subject  to the  provisions  for  early  termination  set out  below in
         Section H, your appointment as an Executive  Director will be deemed to
         have commenced on 7 September  1999 and will continue  unless and until
         terminated  by either  you or the  Company  on not less than 12 months'
         written  notice.  You  and the  Company  have  the  absolute  right  to
         terminate your  appointments  as an Executive  Director and/or employee
         pursuant to this provision at any time for any or no reason.

C.       REMUNERATION

1.                For your services as an Executive Director of the Group and an
                  employee of the Company,  the Company will pay you a salary of
                  $60,000 per annum (inclusive of any director's fees payable to
                  you), payable monthly in arrears,  which shall constitute your
                  total  compensation  for such  services.  This  salary will be
                  reviewed  annually  by  the  Company.   Any  increase  in  the
                  remuneration  which may be awarded as a result of such review,
                  and  which  will  take  effect  from  the  month   immediately
                  following the review date,  will be entirely at the discretion
                  of the  Company  and  neither  this  Agreement  nor any salary
                  increase  shall  confer  a  contractual   right  to  a  salary
                  increase.

2.                In addition  to the above  salary you will be  reimbursed  for
                  reasonable and necessary  out-of-pocket expenses which you may
                  incur in  providing  services to the Company  and/or Group and
                  for which  appropriate  valid  receipts are  provided,  to the
                  satisfaction of the Company.

3.                For the  avoidance  of doubt,  any salary  payable to you will
                  cease to be payable  immediately  in the event of your ceasing
                  to be an Executive Director of the Group or an employee of the
                  Company, for whatever reason.

D.       BENEFITS

         You will be entitled to be a member of the  Huntingdon  Life  Sciences,
         Inc.,  health plan on the same terms as apply to other employees of the
         Company who are members of this health plan.

E.       CONFIDENTIALITY

         Unless  previously  authorised  by the Board,  you will not at any time
         during  your  appointments  nor at any  time  after  their  termination
         disclose to any person or persons,  or use for your own purposes or for
         any  purposes  other  than  those  of the  Company  or the  Group,  any
         confidential or proprietary  information  acquired by you in the course
         of your duties and  relating to the Company or the Group.  You will use
         your best endeavours to prevent unauthorised  disclosure or publication
         or use of such confidential information.

F.       RESTRICTIONS DURING EMPLOYMENT

         During the continuance of your employment you shall,  unless  prevented
         by incapacity,  devote substantially the whole of your working time and
         attention  to the  business  of the Company and the Group and shall not
         without  the prior  written  consent  of the Board  engage in any other
         business  or be  concerned  or  interested  in any other  business of a
         similar nature to or  competitive  with that carried on by the Company,
         the Group or any Group Company.

G.       COMPLIANCE

         You must comply with the model  codes or other  policies on  directors'
         dealings in respect of listed securities  published by the London Stock
         Exchange, Ltd., the New York Stock Exchange and the U.S. Securities and
         Exchange Commission. You must familiarize yourself with and comply with
         all codes of conduct,  policies and regulatory  rules that apply to the
         Company and the Group,  including  without  limitation  policies of the
         Company and/or Group that may be promulgated from time to time.

H.       TERMINATION FOR CAUSE

1.                Notwithstanding  the twelve-month  written notice provision in
                  Section  B,  above,  the  Company  and/or  the  Group  will be
                  entitled to terminate your appointments as Executive  Director
                  and/or  employee  effective  immediately  by summary notice in
                  writing in any  circumstances  which the Company  and/or Group
                  (as  the  case  may  be)  reasonably  considers  justify  such
                  termination including, without limitation, if you:

     (i)               in  the  reasonable  opinion  of the  Company  and/or
                       Group,  fail to properly  perform or become incapable
                       of properly performing your duties, having been given
                       due  warning by the Company  and/or  Group and having
                       failed to remedy the situation to the satisfaction of
                       the Company  and/or Group within a reasonable  period
                       from the date of such warning;

     (ii)              become prohibited from being a director at any time that
                       you hold office as a Director of any Group Company;

     (iii)             resign as a Director of the Group;

     (iv)              are guilty of serious misconduct or wilful and persistent
                       neglect of your obligations under this appointment;

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

     (vi)              in the  reasonable opinion of the Board act in such a way
                       as to  jeopardise  or harm the  business of the Company
                       and/or the Group; or

     (vii)             are not re-elected as a Director by the Group in general
                       meeting  pursuant to the Group's Articles of Association.

2.                If  terminated  pursuant  to this  Section  H, you will not be
                  entitled  to any  further  compensation  or  severance  beyond
                  salary earned through the termination date.

3.                You  will  not,  at any time  after  the  termination  of your
                  employment,  represent  yourself or allow  yourself to be held
                  out or presented in any way as connected with or interested in
                  the business of the Group,  the Company or any Group  Company,
                  unless you remain a Director of such company.

I.       SUSPENSION

         Provided  you  continue  to enjoy your full  contractual  benefits  and
         receive your salary, the Company may in its absolute  discretion do all
         or any of the following during the twelve-month  notice period provided
         in Section  B,  above,  after you or the  Company  has given  notice of
         termination to the other pursuant to Section B, above:

     (i)          exclude you from the premises of the Company and/or the Group;

     (ii)         require you to carry out only specified duties (consistent
                  with your status, role and experience) or to carry out no
                  duties;

     (iii)        announce  to any or  all  of  its  or the  Group's  employees,
                  suppliers, customers,  shareholders and business partners that
                  you have been given notice of termination or have resigned (as
                  the case may be); and

     (iv)         prohibit you from  communicating in any way with any or all of
                  the suppliers, customers, business partners, employees, agents
                  or  representatives  of the  Company  or the Group  until your
                  employment  has  terminated  except  to  the  extent  you  are
                  authorised to do so by the Board in writing.

Nothing in this  Section I shall in any way limit the rights of the Group or the
Company if you are terminated pursuant to Section H above.


J.       RESIGNATION AND RETURN OF COMPANY PROPERTY

1.       You agree that you will immediately resign your employment with the
         Company, effective immediately, should you at any point:

          (i)      cease to be a Director of the Group; or

         (ii)     cease to be legally  qualified  to serve as a Director  of the
                  Group,  such  as,  for  example,  without  limitation,   if  a
                  voluntary or involuntary bankruptcy order is made with respect
                  to you or you enter into a  voluntary  arrangement  within the
                  meaning of Section 253 of the English  Insolvency Act of 1986,
                  as amended from time to time.

2.       Upon the termination by whatever means of your employment you shall:

          (i)     immediately  resign from your office as an  Executive
                  Director of the Group and from such  offices  held by you in
                  any Group Company without claim for compensation: and

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

K.       GOVERNING LAW AND CONSENT TO JURISDICTION

1.                This is a New Jersey contract and shall be construed under and
                  be  governed  in all  respects by the laws of the State of New
                  Jersey,  without  giving  any effect to the  conflict  of laws
                  principles of such State.

2.                To the extent that any Court action is permitted by applicable
                  law consistent  with or to enforce this Agreement or otherwise
                  concerning  this Agreement or the negotiation or entering into
                  of  this   Agreement,   the  parties  hereby  consent  to  the
                  jurisdiction  of the state or  federal  courts in the State of
                  New  Jersey.  Accordingly,  with  respect  to any  such  court
                  action, you

       (i)        submit to the personal jurisdiction of such courts;

       (ii)       consent to service of process; and

       (iii)      waive  any  other  requirement  (whether  imposed  by
                  statute, rule of court, or otherwise) with respect to
                  personal jurisdiction or service of process.

L.       LITIGATION AND REGULATORY COOPERATION

         During and after your appointments,  you shall cooperate fully with the
         Company,  the Group, or any Group Company in the defense or prosecution
         of any claims or actions  now in  existence  or which may be brought in
         the future which relate to events or occurrences that transpired during
         your  appointments.  During and after your  appointments you also shall
         cooperate  fully with the Company,  the Group,  or any Group Company in
         connection with any  investigation or review by any federal,  state, or
         local regulatory authority, if any such investigation or review relates
         to  events  or  occurrences  that  transpired  during  the term of your
         appointments.  Your full  cooperation  in  connection  with all matters
         pursuant to this Section L shall include,  but not be limited to, being
         available to meet with counsel  retained by the Company,  the Group, or
         any Group  Company to prepare for  discovery  or trial or to respond to
         any  investigation  or review  and to act as a witness on behalf of the
         Company,  the Group, or any Group Company at mutually convenient times.
         The  Company  shall  reimburse  you  for any  reasonable  out-of-pocket
         expenses  incurred in connection  with your  performance of obligations
         pursuant to this Section L.

M.       INTEGRATION AND ENFORCEABILITY

         1.       If any portion or  provision  (or portion or  provision of any
                  section)  of this  Agreement  shall to any extent be  declared
                  illegal or unenforceable by a court of competent jurisdiction,
                  then the remainder of this  Agreement,  or the  application of
                  such portion or provision in circumstances other than those to
                  which it is declared  illegal or  unenforceable,  shall not be
                  affected  thereby,  and each  portion  and  provision  of this
                  Agreement shall be valid and enforceable to the fullest extent
                  permitted by law.

         2.       This Agreement  constitutes the entire  agreement  between the
                  parties  with  respect  to  the  subject   matter  hereof  and
                  supercedes  all prior  agreements  between  the  parties  with
                  respect to any related subject matter.

Please  confirm  your  agreement  to these terms and  conditions  by signing the
enclosed duplicate letter and returning it to me.

Yours sincerely

For and on behalf of
Huntingdon Life Sciences, Inc.



Brian Cass
Director


I confirm my acceptance of the above terms and conditions:




Signed:  _______________________

         Kirby L Cramer


Date:    _______________________