DATED  29 April                                                         1999







                          (1) HUNTINGDON LIFE SCIENCES
                                     LIMITED


                                     - and -


                                 (2) BRIAN CASS





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

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









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

                            Telephone: 0171 203 5000
                              Ref: DJSG/GXW/25407/4


<PAGE>




                                    CONTENTS
                                                                  Page

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

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

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

4.       HOURS OF WORK...........................................  3

5.       PLACE OF WORK...........................................  4

7.       REMUNERATION............................................  4

8.       PENSION SCHEME..........................................  5

9.       OTHER BENEFITS..........................................  5

10.      COMPANY CAR.............................................  7

12.      RELOCATION EXPENSES.....................................  7

13.      HOLIDAYS................................................  7

14.      ILLNESS.................................................  8

15.      RESTRICTIONS DURING EMPLOYMENT..........................  9

16.      INTELLECTUAL PROPERTY................................... 10

17.      CONFIDENTIALITY......................................... 12

18.      TERMINATION OF EMPLOYMENT............................... 13

19.      SUSPENSION.............................................. 14

20.      RESIGNATION AND RETURN OF COMPANY PROPERTY.............. 15

21.      RECONSTRUCTION OR AMALGAMATION.......................... 15

22.      CHANGE OF CONTROL....................................... 15

23.      RESTRICTIONS............................................ 16

24.      SEVERABILITY............................................ 18

25.      NOTICES................................................. 19

26.      STATUTORY INFORMATION................................... 19

27.      MISCELLANEOUS........................................... 19

SCHEDULE......................................................... 20



<PAGE>




T H I S   A G R E E M E N T  is made on 29 April,                        1999

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) BRIAN CASS of Timberthwaite, Sharow Cross, Nr Ripon, North Yorkshire HG4 5BQ
(the "Executive").

IT IS AGREED that the Company shall employ the Executive and the Executive shall
serve the Company as Managing  Director of the Group on the following  terms and
subject to the following conditions (the "Agreement"):

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  Company
                                            but  whose  issued   equity
                                            share  capital  (as defined
                                            in  s744  of the  Companies
                                            Act 1985) is owned as to at
                                            least 20% by the Company or
                                            one  of  its  Subsidiaries;
                                            and

                                   (b)      a Subsidiary (as defined below);

         "Board"                    the board of directors for the time being
                                    of the Holding Company;

         "Commencement Date"        the date on which employment commenced, as
                                    specified in clause 2(1);

         "Group"                    means  the   Company,   the  Holding
                                    Company  and  any  Subsidiaries  and
                                    Associated  Companies of the Company
                                    and/or the  Holding  Company for the
                                    time being and "Group Company" means
                                    any one of them;

         "Holding Company"          means Huntingdon Life Sciences Group Plc;

         "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  commenced  on 9 September  1998 and
         (subject to termination as provided in clause 18 below) shall be for an
         initial fixed period of 12 months until 8 September  1999,  after which
         date it shall continue  until  terminated by either party giving to the
         other not less than 2 years'  notice in writing  such  notice not to be
         served until after the expiry of the initial 12 month fixed period.

(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)      conduct the general  management  of the  business of the Group
                  and perform the duties and exercise the powers which the Board
                  may from time to time  properly  assign to him in his capacity
                  as  Managing  Director or in  connection  with the conduct and
                  management of the business of the Company, the Holding Company
                  or of the  business  of any  other  Group  Company  (including
                  serving  on the board of such  Group  Company  or on any other
                  executive body or any committee of such a company);
         (b)      assist the  Chairman of the Holding  Company with the planning
                  and  development  for the benefit of the Company,  the Holding
                  Company and the Group of (a) a future business  strategy,  (b)
                  shareholder    and    business    relations,    (c)   business
                  opportunities, (d) a financing strategy, (e) the co-ordination
                  and overview of the Group's operating management team; and

         (c)      do  all  in  his  power,   but  without   incurring   personal
                  expenditure,  to promote,  develop and protect the business of
                  the Company,  the Holding  Company and any other 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 Company,  the Holding Company and, where  relevant,  the
         Group as it shall require,  and in any event, report regularly and keep
         the Board informed.

4.       HOURS OF WORK

(1)      The  Executive  shall be  required  to perform  his  duties  during the
         Company's  normal  office  hours of 8.30am to 5.00pm,  and during  such
         additional hours as may be necessary for the proper  performance of his
         duties.  No additional  pay or time-off will be permitted in respect of
         hours worked outside normal office hours.

(2)      In accordance with the Working Time Regulations  1998  ("Regulations"),
         the Executive's  average working time,  including  overtime,  shall not
         exceed 48 hours  for each  seven day  period  in any  reference  period
         subject to the  Executive's  right to opt-out of the 48 hour maximum by
         his entering into a separate agreement with the Company.

(3)      Working  time,  for the  purposes  of the  Regulations,  means any time
         during  which the  Executive  is working at the disposal of the Company
         and carrying out duties on behalf of the Company,  the Holding  Company
         and/or  the  Group,  but shall  not  include  travel to and from  work,
         travelling  time  whilst in work  including  international  travel,  or
         entertaining of clients and/or suppliers  outside of office hours, meal
         breaks or other rest breaks.


5.       PLACE OF WORK

(1)      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 reasonably require and he may be reasonably
         required  to travel  abroad  when  required by the Group for the proper
         performance of his duties.

(2)      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 expenses  directly and reasonably
         incurred as a result of the Company's  requirement  in accordance  with
         clause 12 of this Agreement.

6.       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 use his best endeavours to procure that
         his spouse and minor children,  step-children  or any dependents  shall
         comply) with all applicable  rules and  regulations of the London Stock
         Exchange  Limited,  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.

7.       REMUNERATION

(1)      The Company shall pay to the Executive a basic annual salary at the
         rate of(pound)150,000 gross  inclusive of any  directors'  fees
         payable to him.

(2)      The  Executive's  basic annual 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  basic annual  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 Articles of Association
         of the Company,  the Holding  Company or any other Group  Company,  the
         salary in clause 7(1) above shall be inclusive of any fees to which the
         Executive  may be entitled as a director  of the  Company,  the Holding
         Company or any other Group  Company and the  Executive  shall waive his
         right to any such fee.

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

8.       PENSION SCHEME

(1)      The Company shall pay contributions  (equivalent to 33 per cent. of the
         Executive's  basic  annual  salary  from time to time) to such  pension
         arrangements  as the Executive may reasonably  require whether under an
         Inland Revenue  approved  and/or  unapproved  scheme and whether funded
         and/or unfunded,  and as may be agreed between the Executive and Andrew
         Baker as Chairman of the Holding Company.

(2)      The Executive shall provide to the Company such information relating to
         his pension  arrangements  as the Company may  reasonably  require from
         time to time.

9.       OTHER BENEFITS

(1)      The Executive is entitled to  membership,  at the Company's  expense,
         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 from time to time;

                  (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;

                  (c)      a personal accident  insurance scheme,  applicable to
                           employees in the Executive's  category generally time
                           to time;

                  (d)      a medical  expenses  insurance  scheme providing such
                           cover for the Executive and the Executive's spouse as
                           the Company may from time to time notify to him,  but
                           so that the minimum  level of cover to be provided by
                           the Company  shall be BUPA Scale A, and the Executive
                           shall not be  responsible  for  payment of any excess
                           premium  in  respect  of such  cover  over and  above
                           standard rates.


(2)      Benefits  under any  insurance  scheme shall be subject to the rules of
         the scheme  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 any  requirements of the insurers  applicable to it,
         (but without  prejudice to the Company's rights pursuant to clause 9(3)
         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)      Subject to sub-clause  (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 18 even if to do
         so would deprive the Executive of membership of or cover under any such
         scheme.

(4)      The Company shall not terminate this Agreement  solely by reason of the
         Executive's incapacity if to do so would be to deprive the Executive of
         benefits  under  any  insurance  scheme  provided  pursuant  to  clause
         9(1)(a).  The Company  shall,  however,  at any time  during  which the
         Executive  qualifies  for benefits  under such  scheme,  be entitled to
         appoint a permanent  replacement for the Executive,  and require him to
         resign as a statutory  director  of any Group  Company  with  immediate
         effect,  without any liability whatsoever to the Executive.  Nothing in
         this sub-clause  shall prevent the Company from requiring the Executive
         to resign as an employee of the Company, with immediate effect, without
         any claim  against the Company or any Group  Company in respect of such
         resignation,  in the  event  that  the  Executive  is able  to  recover
         sufficiently  to resume his duties  under  this  Agreement  at any time
         after a permanent  replacement for him has been appointed in accordance
         with the provisions of this clause 9(4).

10.      COMPANY CAR

(1)      The Company  shall  provide the  Executive  with a  non-pensionable 
         car  allowance of(pound)1,000 gross per month,  together  with
         reimbursement of petrol or other fuel attributable to:

         (a)      the Executive's duties under this Agreement; and

         (b)      the Executive's private use.

11.      EXPENSES

(1)      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.

12.      RELOCATION EXPENSES

(1)      To assist with the relocation of the  Executive's  duties,  the Company
         will pay to the Executive a disturbance allowance of (pound)2,000 gross
         per  month  for a period of up to 3 years  from the  Commencement  Date
         ("Relocation  Period"). The allowance is intended to cover (a) the cost
         incurred by the Executive in securing temporary accommodation for the 3
         year period,  (b)  travelling  expenses to and from his normal place of
         work and (c) reimbursement of expenses relating to miscellaneous  items
         in connection with such temporary relocation.

(2)      If the Executive secures permanent accommodation prior to the expiry of
         the  Relocation  Period,  the  Executive  will  be  entitled  to a  sum
         equivalent  to such  relocation  allowance in respect of any  unexpired
         part  of  the  Relocation  Period  to  cover  the  costs  of  permanent
         relocation.

(3)      The Company shall have no obligation to pay any relocation expenses
         after the expiry of the Relocation Period.

(4)      The  Executive  will be liable for payment of any income tax arising in
         respect of the  relocation  allowance  referred to in this clause 12 to
         the  extent  that the  allowance  exceeds  the Inland  Revenue's  Extra
         Statutory Concession from time to time relating to relocation expenses.

13.      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.  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 19 the  Executive is not required to attend the office
         during any period of notice,  he will not accrue  holiday  during  that
         period, over and above the minimum required under the Regulations.

14.      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.

(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 14(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.

15.      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,  the Holding  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,
                  the Holding Company or any other Group Company; or

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

         (d)      discourage  any such  person  referred to in clause 15 (1) (c)
                  above from  conducting or continuing to conduct  business with
                  the Company, the Holding Company or any other Group Company on
                  the best terms  available to the Company,  the Holding Company
                  or any other Group Company; or

         (e)      induce or attempt to induce any director or senior employee of
                  the Company,  the Holding  Company or any other Group  Company
                  and with  whom the  Executive  has  material  dealings  in the
                  course  of his  employment,  to leave  the  employment  of the
                  Company, the Holding Company or any other 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 Company and/or the Holding  Company  (otherwise
         than by reason of his death,  resignation or disqualification  pursuant
         to the  articles  of  association  of the  Company  and/or the  Holding
         Company or by statute or court order or under  clause  18(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  Company or the  Holding  Company in respect of his ceasing to be a
         director.

16.      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 Holding
         Company or of any other Group 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,  at the expense
         of the Company,  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  16(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 Holding Company
         or of any other Group 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 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, at the expense of the Company,  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 16 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 16(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 16 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.

17.      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, the Holding Company or any other 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, the
         Holding  Company  and any other  Group  Company  or any of its or their
         respective clients.

(3)      The restrictions in clauses 17 (1) and 17 (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.

18.      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)      the Executive fails or neglects  efficiently and diligently to
                  discharge  his duties in any  material  respect or commits any
                  repeated  breach or  non-observance  of any of the  provisions
                  contained  in this  Agreement  which is either not  capable of
                  remedy  or is not  remedied  after  notice  from  the  Company
                  specifying the breach and requiring its remedy; or

         (c)      a period of 3 months has elapsed from the  Executive  having a
                  bankruptcy  order  made  against  him,  or  entering  into any
                  voluntary  arrangement  within  the  meaning  of  section  253
                  Insolvency  Act 1986  ("Insolvency")  in  circumstances  which
                  would have a material adverse effect on the Company, the Group
                  or their respective  reputations and the Executive has, within
                  that period, failed to remedy the Insolvency; 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 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 is in
                  breach of the model  codes on  directors'  dealings  in listed
                  securities,  securities  dealt on the  Alternative  Investment
                  Market or the OFEX  trading  facility  published by the London
                  Stock Exchange Limited; or

         (g)      otherwise than:

                  i)   at the request of the  Company  including,  but not
                       limited to, any request  pursuant to clause 9(4) of this
                       Agreement; 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 Company and/or
                  the Holding Company.

(3)      Subject  to the  provisions  of  clause  9(4)  of this  Agreement,  the
         employment  of the  Executive  may be  terminated by the Company on not
         less than three  months  notice (or with  immediate  effect by making a
         payment  in lieu) if the  Executive  shall  become of  unsound  mind or
         become a patient under the Mental Health Act 1983.

19.      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,  subject to any
         entitlement under the Regulations.  The Executive will, during any such
         period of  suspension,  continue to be bound by his  obligations  under
         this Agreement, so far as is consistent with such suspension.

20.      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
                  Company  and the Holding  Company and from such other  offices
                  held  by  him  in  any  Group   Company   without   claim  for
                  compensation; and

         (b)      immediately  deliver to the  Company all credit  cards,  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; and

         (c)      immediately  deliver to the Company all details  which must be
                  provided  under clause 14 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  20(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 Company at any time
         after the termination of this Agreement  represent  himself still to be
         connected with the Company or any Group Company.

21.      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,  which the Executive  unreasonably refuses, 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.

22.      CHANGE OF CONTROL

(1)      If there is a Change of Control of the Holding Company,  and within the
         6 months  following  the Change of Control the  Executive is dismissed,
         otherwise than under clause 18, or is  constructively  dismissed by the
         Company, or voluntarily resigns, the Company shall pay to the Executive
         and the Executive agrees to accept,  as liquidated  damages in full and
         final   settlement  of  all  claims  arising  from  such  dismissal  or
         resignation, the sum which is equal to:

         (a)      2 years' gross basic salary as at the date of termination; and

         (b)      an amount  equal to twice the annual  average of  bonuses,  if
                  any, received by the Executive pursuant to clause 7(5) of this
                  Agreement  during  the  two  financial  years  of the  Company
                  immediately preceding the Change of Control.

(2)      This  payment  will be subject to  deduction of income tax and National
         Insurance  contributions  as  appropriate,  without any  reduction  for
         mitigation or early payment. The Company shall make such payment within
         seven days of the date of such termination.

(3)      The  parties  agree that the payment  referred to in clause  22(1) is a
         genuine  pre-estimate  of the  loss  which  would  be  incurred  by the
         Executive on termination of his employment in circumstances where there
         has been a Change of Control.

(4)      "Change of Control" for the purposes of this clause 22 means the direct
         or  indirect  beneficial  ownership  of more than 30 per  cent.  of the
         Holding  Company's  issued voting share  capital being  acquired by any
         single person or group of persons acting in concert.

23.      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;

         (c)      "Area" means any country in the world where on the Termination
                  Date the Company,  the Holding  Company and/or any other Group
                  Company was supplying services;

         (d)      "Business" means any business  carried on by the Company,  the
                  Holding  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;

         (b)      "Client"  means any Person to whom the  Company,  the  Holding
                  Company or any Group Company  supplied  services  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  within  the 12  month  period
                  following the  Commencement  Date but excluding any Person who
                  was a client of the Executive prior to the  Commencement  Date
                  and was introduced by the Executive to the Company;

         (d)      "Prospective  Client"  means any Person with whom the Company,
                  the Holding  Company or any 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  but
                  excluding any Person who was a client of the  Executive  prior
                  to the  Commencement  Date and was introduced by the Executive
                  to the Company.

(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-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,  the Holding
                           Company or any 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,  the Holding
                           Company or any Group  Company  as at the  Termination
                           Date; or

                  (c)      canvass or solicit  business from any supplier of the
                           Company,  the  Holding  Company or any 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,
                           the Holding Company or any Group Company or otherwise
                           interfere  with  the  relationship   between  such  a
                           supplier and the Company,  the Holding Company or any
                           Group Company.

         (2)      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, the Holding Company
                  or any Group  Company who is engaged in any business  activity
                  carried on by the  Company,  the Holding  Company or any 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,  the Holding  Company or any
                  Group  Company  (whether  or not this  would  be a  breach  of
                  contract by that employee).

(3)      The  restrictions in this clause 23 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
         19, the Company may, at its sole  discretion,  agree that the period of
         time  during  which  the  restrictions   contained  in  clause  23  are
         enforceable  starts to run from the date of the suspension and not from
         the Termination Date.

24.      SEVERABILITY

         While the provisions of this Agreement are considered by the parties to
         be reasonable in all the  circumstances,  it is agreed that if any part
         or parts of it is or are  adjudged to go beyond what is  reasonable  in
         all the circumstances  but would be adjudged  reasonable if any part or
         parts of it were deleted,  restricted or limited,  the relevant part or
         parts shall apply with such  deletions,  restrictions or limitations as
         may be required in the particular case.

25.      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.

26.      STATUTORY INFORMATION

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

27.      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 non-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 Group (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

1.     The Executive's period of continued employment commenced on 9 September
       1998. 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 of the Holding Company.  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
BRIAN CASS
in the presence of:                        .................................

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

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

                                            .................................
                                                                     Address
                                               .............................
                                                                  Occupation