LEASE AGREEMENT
                                 ---------------

     THIS  LEASE  AGREEMENT  (herein  the  "Lease")  is made  this  11th  day of
September  2000,  between  Angelo  Investment  Co., as Lessor,  and  Bio-Imaging
Technologies,  Inc., as Lessee. In consideration of the mutual agreements herein
contained,

     1. PREMISES.   Lessor hereby leases to Lessee and Lessee leases from Lessor
that portion of the building (herein the "Building")  located at 404 E. 15th St.
Vancouver, Clark County, Washington;  together with all tenant improvements,  if
any, (collectively, the "Leased Premises"). Lessee occupies Suite 6.

     2. COMMON AREAS.  It is understood  that the Leased  Premises  constitute a
portion of a multiple  occupancy area. During the term hereof and subject to the
covenants,  terms and  conditions  hereof,  Lessee  and its  agents,  employees,
customers,  invitees, and licensees,  shall have the non-exclusive right to use,
in common with  Lessor and the other  Lessees of space in the  Building  (herein
"Common Areas").  The Leased Premises contain  approximately  836 square feet of
floor space which is  approximately  5.067% of the Building's total net rentable
floor space of approximately 16,500 square feet.

     3. TERM. The term of this Lease shall be for three (3) years, and 0 months,
commencing on October 1, 2000 and ending  September 30, 2003.  The calendar year
in which the term of this Lease commences is the "base year".

     4. OPTIONS TO RENEW   Lessee  shall have the option to renew this Lease for
three (3)  additional  terms of three (3) years each provided  written notice to
renew is  furnished  to the  Lessors not less than ninety (90) days prior to the
expiration  of the Lease or any renewal  thereunder.  Lease rate for any renewal
period  shall be  subject to  negotiation  with all other  terms and  conditions
remaining  the same.  If Lessor and Lessee  cannot agree within twenty (20) days
following the expiration of the term, then each party shall promptly nominate an
arbitrator,  and the two arbitrators,  shall select a third arbitrator,  and the
decision of any two


<PAGE>

arbitrators  as to the  amount  or rent to be paid  shall be  binding  upon both
Lessors and Lessees.

     5. RENT.  Lessee agrees to pay to Lessor as rental for the Leased  Premises
the sum per month  (such  amount,  as from  time to time  adjusted  pursuant  to
paragraph 5 hereof,  the "base rent")  payable on or before the first day of the
first full  calendar  month of the term hereof and on or before the first day of
each calendar month thereafter.

                                             MONTHLY
                        TERM                  RENT

                  10/1/00 - 9/30/01        $1045.00

                  10/1/01 - 9/30/02        $1076.00

                  10/1/02 - 9/30/03        $1108.00

     In the event the term of this Lease commences on a day other than the first
day of a calendar month,  then upon the date of commencement of the term hereof,
Lessee  shall pay Lessor as rental for the  partial  month a sum  calculated  by
multiplying the base rent by the number of days of actual occupancy and dividing
by 30.

     All rental shall be paid by Lessee to Lessor, in advance, without deduction
or offset, in lawful money of the United States of America,  Angelo Property Co.
L.P,  404 East 15th  Street,  Vancouver,  WA 98663,  or such other  place as the
Lessor may from time to time designate in writing.

     6. TENANT  IMPROVEMENT:  Lessor to patch holes where  needed and paint rear
room, replace wall plates where missing or not attached,  repair damaged ceiling
tiles,  clean carpet as required and ceiling vents.  Lessee to provide all trade
fixtures,  cabinets,  furniture,  telephone and computer  installation,  and all
required  building  permits shall be furnished to Lessor.  Lessee will replace a
window in the suite with an opening window Any change orders requested by Lessee
after Lease has been signed is Lessee's responsibility.


<PAGE>

     7.  SECURITY  DEPOSIT:  Lessee to pay first  month's  rent of One  Thousand
Forty-Five  Dollars and 00/100 ($1045.00) and a Security Deposit of One Thousand
One Hundred Eight Dollars and 00/100 ($1108.00) at execution of this Lease.

     8.  DELIVERY  OF LEASED  PREMISES.  If Lessor,  for any reason  whatsoever,
cannot deliver  possession of the Leased Premises to Lessee at the  commencement
of the term of this Lease,  this Lease shall not be void or voidable,  nor shall
Lessor be liable to Lessee for any loss or damage  resulting  therefrom,  but in
that event Lessee shall be liable for rental from the date Lessor is prepared to
deliver possession  calculated in accordance with the provisions of paragraph 4.
Lessee  agrees  to  take  possession  of the  Leased  Premises  when  ready  for
occupancy.

     9.  USE OF LEASED PREMISES. The Leased Premises are to be used and occupied
only for  professional  business and for no other  purpose or purposes,  without
Lessor's  prior  written  consent.  Lessee shall not use the Leased  Premises or
permit anything to be done in or about the Leased Premises which will in any way
conflict with any law, statute, ordinance or governmental rule or regulation now
in force or which may hereafter be enacted or  promulgated.  Lessee shall at its
sole cost and expense  promptly comply with all laws,  statutes,  ordinances and
governmental  rules,  regulations  or  requirements  now in force  or which  may
hereafter  be in force  affecting  the Leased  Premises  and their  cleanliness,
safety, occupation and use. Lessee shall not do or permit anything to be done in
or about the Leased  Premises,  or bring or keep  anything,  including,  but not
limited to highly combustible  materials in the Leased Premises that will in any
way increase the existing rate of or affect any fire or other insurance upon the
Building or any of its  contents,  or cause the  cancellation  of any  insurance
policy  covering said Building or any part or its contents.  Lessee shall not do
or permit  anything to be done in or about the Lease  Premises which will in any
way obstruct or interfere  with the rights of other  tenants or occupants of the
Building or injure or annoy them or use or allow the Leased  Premises to be used
for any improper,  immoral,  unlawful or objectionable purpose, nor shall Lessee
cause, maintain, or permit any nuisance in, on or about the Leased Premises.

     10. WASTE.  Lessee shall not  commit or suffer to be committed any waste in
or upon the Leased Premises or the Building.



<PAGE>

     11. OTHER ALTERATIONS. Other alterations, additions or improvements may not
be made to the Leased  Premises  without prior written consent of Lessor and any
such  alterations,  additions  or  improvements  to or of said Leased  Premises,
except movable furniture and trade fixtures,  shall at once become a part of the
realty and belong to Lessor.  In the event Lessor consents to the making of such
alterations,  additions  or  improvements,  the same  shall be made by Lessee at
Lessee's sole expense and any contractor or person elected by Lessee to make the
same must first be approved of in writing by Lessor.

     12. FIXTURES.  Lessee may,  upon written  consent of Lessor,  install trade
fixtures,  machinery or other trade equipment in conformance with the ordinances
Clark  County or the State of  Washington,  and the same may be removed upon the
termination of this Lease and conditions of this Lease, and provided that Lessee
repairs  any  damage  to the  Leased  Premises  or the  Building  caused by such
removal.

     13. ACCEPTANCE AND SURRENDER OF LEASED PREMISES. By entry hereunder, Lessee
acknowledges  that it has examined the Leased  Premises and accepts the same "as
is" being in good,  sanitary order,  condition and repair and as fit for the use
Lessee  intends  for  the  Leased   Premises.   In  particular,   Lessee  hereby
acknowledges  that there is no noise  control  in the  Building  containing  the
Leased Premises and that the internal  security is minimal,  since persons other
than  Lessee  will have access to the  Building  and the  division of the Leased
Premises  from other  portions  of the  Building  is by means of  materials  not
resistant  to fire,  water or other such  elements  and not secure from entry by
persons other than Lessee. Lessee further agrees upon the expiration of the term
of this Lease or sooner  termination  hereof to surrender the Leased Premises in
the same  condition as received,  cleaned,  ordinary wear and tear and damage by
fire, earthquake, act of God, or the elements alone excepted.

     14. BUILDING  UTILITIES.   The Lessee  shall pay it's pro rata share of all
natural gas, sanitary sewer,  water,  electricity or other utilities or services
used  upon  or  furnished  to the  Buildings  in  addition  to  those  utilities
separately  metered to the individual  Leased  Premises  during the term of this
Lease thereon  determined by multiplying the Building's  utility expenses by the
percentage set out in paragraph 2 hereof as Lessee's percentage of the total net
rentable square feet in the Building. Notwithstanding the foregoing, if Lessee's
use of the Leased  Premises  shall  require  utilities in excess of that usually
supplied for use of the Leased Premises as office


<PAGE>

or retail area, Lessee shall first procure the consent of Lessor,  which consent
Lessor may withhold, for such altered use.

     If Lessor  consents to Lessee' s proposed use, Lessee must either (1) cause
a separate utility  meter(s) to be installed for the Leased  Premises,  so as to
measure the amount of utility(ies)  consumed  thereon,  and the cost of any such
meter(s) and of  installation,  maintenance and repair thereof shall be paid for
by Lessee and Lessee  shall pay promptly all  utility(ies)  charges  assessed on
account of such meter(s);  or (2) Lessor may charge Lessee,  as additional rent,
an  amount   calculated  by  estimating  on  a  monthly  basis  Lessee's  excess
utility(ies)  consumption over the average rate of utility(ies)  consumption for
the Building exclusive of the Leased Premises.

     15. FIRE, EARTHQUAKE AND EXTENDED COVERAGE INSURANCE. Lessor shall keep the
main shell and  interior  improvements  of the  Building  insured,  for the full
insurable  replacement  value,  in its name,  against loss by fire,  earthquake,
vandalism  and  malicious  mischief  and all other  causes  covered by  extended
coverage  endorsements,  including  boiler and machinery and building  ordinance
coverage.

     Lessee shall pay to Lessor,  within 30 days after  demand by Lessor,  which
demand  shall be  accompanied  by a copy of any bill  for such  insurance,  that
portion of all premiums for the insurance for the Building which is equal to the
total of such  premiums  multiplied  by the  percentage  set out in  paragraph 2
hereof as  Lessee's  percentage  of the total net  rentable  square  feet in the
Building.  In the  event  that  Lessee  shall  fail to pay its  portion  of such
insurance  premiums within thirty (30) days, Lessor may advance such payment for
Lessee and Lessee shall, upon demand, repay to Lessor such amount, with interest
from the date of advance at the rate of 18% per annum, and failure to repay such
an advance shall constitute a default hereunder.

     Lessee  shall,  at its  sole  cost  and  expense,  comply  with any and all
requirements,  pertaining to the Leased Premises, of any insurance  organization
or company, necessary for the maintenance of such insurance, covering the Leased
Premises.

     16. INSURANCE ON LESSEE'S POSSESSIONS.  Lessee shall maintain in full force
and effect on all of its fixtures and equipment in the Leased  Premises a policy
or policies of fire and  extended  coverage  insurance  with  standard  coverage
endorsements to the extent of at least 80% of their insurable value.  During the
term


<PAGE>

of this Lease the proceeds  from any such policy or policies of insurance  shall
be used for the repair or  replacement of the fixtures and equipment so insured.
Lessor  shall have no interest in the  insurance  upon  Lessee's  equipment  and
fixtures and will sign all documents  necessary or proper in connection with the
settlement  of any claim or loss by Lessee.  Lessor will not carry  insurance on
Lessee' s  possessions  during the term of this  Lease.  Insurance  on  Lessee's
fixtures  and  equipment  shall be Lessee's  sole  responsibility.  Lessee shall
furnish  Lessor with a certificate  of such policy and whenever  required  shall
satisfy  Lessor that such  policy is in full force and effect  within 30 days of
the commencement of this Lease.

     17. LIABILITY INSURANCE. Lessee, at its own expense, shall provide and keep
in force with companies  acceptable to Lessor public liability insurance for the
benefit of Lessor and Lessee  jointly  against  liability  for bodily injury and
property  damage  (including  glass  insurance)  in the  amount of not less than
$1,000,000  in  respect  to injury to or death of one or more than one person in
any one occurrence and in the amount of not less than $300,000 per occurrence in
respect to damage to property,  such limits to be for any greater amounts as may
be reasonably indicated by circumstances from time to time existing.

     Lessee shall  furnish  Lessor with a  certificate  of such policy within 30
days of the commencement  date of this Lease and whenever required shall satisfy
Lessor  that such policy is in full force and  effect.  Such  policy  shall name
Lessor as an additional  insured and shall be primary and  noncontributing  with
any insurance carried by Lessor.  The policy shall further provide that it shall
not be canceled or altered without 30 days prior written notice to Lessor.

     18. INDEMNIFICATION  OF LESSOR.   Lessor shall not be liable to Lessee, and
Lessee hereby waives all claims against Lessor,  for any injury or damage to any
person or  property in or about the Leased  Premises or the  Building by or from
any cause whatsoever,  including but not limited to water leakage from the roof,
walls,  windows or other  portion of the Leased  Premises  or the  Building,  or
caused by gas, fire,  oil,  electricity or any cause  whatsoever in, on or about
the Leased Premises,  the Building or any part hereof,  except if such injury or
damage is caused in part or whole by the act, neglect,  fault or omission of any
duty  with  respect  to same by  Lessor,  its  agents,  servants,  employees  or
invitees.

     Lessee shall hold Lessor  harmless from and defend  Lessor  against any and
all claims or  liabilities  for any  injury or damage to any person or  property


<PAGE>

whatsoever:  (1) occurring in, on or about the Leased Premises and (2) occurring
in, on or about any facilities,  the use of which Lessee may have in conjunction
with other  tenants of the  Building,  when such  injury or damage was caused in
part or in whole by the act,  neglect,  fault of or  omission  of any duty  with
respect to the same by Lessee, its agents, servants,  employees or invitees. The
obligations  of Lessee  under this section  arising by reason of any  occurrence
taking place during the term of this Lease shall survive any termination of this
Lease.

     19. TAXES AND ASSESSMENTS. Lessee shall be liable for its pro rata share of
all  taxes,  rates,  charges  and  assessments,  including  interest  on account
thereof,  which may be levied,  imposed or  assessed  upon or against the Leased
Premises or the improvements  thereon by Clark County or any other  governmental
or quasi governmental  authority or body during the term of this Lease. Lessee's
pro  rata  share  shall  be that  portion  of such  taxes,  rates,  charges  and
assessments for the space occupied and all  improvements  thereon  determined by
multiplying such taxes by the percentage shown in paragraph 2 hereof as Lessee's
percentage of the total net rentable  square feet in the Building.  Lessee shall
pay within 30 days  after  demand by  Lessor,  accompanied  by a copy of any tax
statement or other evidence of assessment or charge, Lessee's portion of any and
all such taxes, rates,  charges and assessments.  In the event that Lessee shall
fail to pay its portion of such taxes,  rates,  charges and  assessments  within
thirty (30) days,  Lessor may advance such payment for Lessee and Lessee  shall,
upon demand, repay to Lessor such amount, with interest from the date of advance
at the rate of 18% per  annum,  and  failure  to  repay  such an  advance  shall
constitute a default hereunder.

     20.  PERSONAL  PROPERTY  TAXES.  During the term  hereof,  Lessee shall pay
before  delinquency  any and all taxes,  assessments,  license fees,  and public
charges levied,  assessed or imposed and which become payable during the term of
the Lease upon Lessee's  fixtures,  furniture,  appliances and personal property
installed  or  located  in the Leased  Premises.  If any such taxes on  Lessee's
personal  property  or trade  fixtures  are levied  against  Lessor or  Lessor's
property  and if Lessor pays the same,  which  Lessor shall have the right to do
regardless  of the  validity of such levy,  Lessee,  upon demand  shall repay to
Lessor the taxes so levied against  Lessor.  In the event that Lessee shall fail
to pay such taxes,  assessments,  license fees and public  charges within thirty
(30) days,  Lessor may advance  such payment for Lessee and Lessee  shall,  upon
demand,  repay to Lessor such amount,  with interest from the date of advance at
the rate of 18% per annum, and failure to repay such an advance shall constitute
a default hereunder.


<PAGE>

     21. UPKEEP OF THE LEASED  PREMISES.  Lessee shall at Lessee's sole cost and
expense keep the Leased  Premises and every part thereof in good  condition  and
repair  (damage  thereto  by  fire,  earthquake,  act of  God  or  the  elements
excepted), and Lessee hereby waives all rights to make repairs at the expense of
Lessor as provided by any law,  statute or ordinance now or hereafter in effect.
Without  limiting  the  foregoing,  Lessee's  obligation  to maintain the Leased
Premises  shall  specifically  include  maintenance  and repair of any  plumbing
fixtures,  lighting  fixtures,  windows and coverings,  doors,  casework and any
other tenant improvements included within the Leased Premises.

     22. UPKEEP  OF  BUILDINGS.   During  the term  hereof,  Lessor  shall  make
arrangements  for  the  maintenance  and  upkeep  of the  exterior  walls,  roof
(including gutters and downspouts),  foundation, common entrances and exits, all
common plumbing elements and other structural  elements  (including  heating and
air conditioning  systems) of the Buildings,  and the sidewalks and parking area
adjacent thereto. The cost of all such maintenance shall be borne by Lessor.

     23. COMMON AREA  EXPENSES.   During the term hereof,  Lessor shall  repair,
maintain  and keep the Common  Areas  throughout  the  Building  in good  order,
condition  and  operation.  Lessee shall pay to Lessor,  as  additional  rental,
Lessee's  pro rata  share of such  repair,  maintenance,  upkeep  and  operating
expenses  including but not limited to liability,  property  damage and extended
coverage  insurance,  security costs,  lighting,  maintenance (i.e. parking lot,
directional  and monument  signs,  landscape,  etc.),  landscape  irrigation and
electrical utilities,  during each calendar year, or portion thereof, during the
term of this Lease.  Lessee's pro rata share shall be determined by  multiplying
the total cost of repair,  maintenance,  upkeep,  and operating expenses for the
Common Areas by the percentage set out in paragraph 2 as Lessee's  percentage of
the total net rentable square feet of the Building, except that, Lessee shall be
personally responsible for paying the total cost of any damage occasioned by the
negligent act of Lessee, its agents,  servants,  or employees.  Lessee agrees to
pay its share of all such  maintenance  charges  within  thirty (30) days of the
giving  of notice by Lessor of any  amount  owed  therefore.  In the event  that
Lessee shall fail to pay its portion of such  maintenance  charges within thirty
(30) days,  Lessor may advance  such payment for Lessee and Lessee  shall,  upon
demand,  repay to Lessor such amount,  with interest from the date of advance at
the rate of 18% per annum and failure to repay such an advance shall  constitute
a default hereunder.


<PAGE>

     24. SIGNS.  The Lessee will not place any signs  identifying or advertising
the name or nature of  Lessee's  business,  in or on the  Leased  Premises,  the
Building, without the prior written consent of Lessor subject to sign codes.

     25. OVERLOADING OF FLOORS.  The Lessee will not overload the  floors of the
Leased  Premises in such a way as to cause any undue or serious stress or strain
upon the Building or any part thereof,  and Lessor shall have the right,  at any
time,  to call upon any  competent  engineer  or  architect  whom the Lessor may
choose, to decide whether or not the floors of the Leased Premises,  or any part
thereof,  are being  overloaded  so as to cause any undue or  serious  stress or
strain on the Building,  or any part  thereof.  The decision of said engineer or
architect  shall be final and binding  upon the Lessee and in the event that the
engineer or  architect  shall decide that in its opinion the stress or strain is
such as to  endanger  or injure the  Building  or any part  thereof,  the Lessee
agrees  immediately  to relieve the stress or strain either by  reinforcing  the
Building  or by  lightening  the load which  causes  such  stress or strain in a
manner satisfactory to the Lessor.

     26. ABANDONMENT.  Lessee shall not vacate or abandon the Leased Premises at
any time during the term, and if Lessee shall abandon,  vacate or surrender said
premises,  or be  dispossessed  by process of law, or  otherwise,  any  personal
property  belonging to Lessee and left on the Leased Premises shall be deemed to
be abandoned.

     27. LIENS. Lessee shall keep the Leased Premises,  the Building,  free from
any  liens  arising  out of any work  performed,  materials  furnished,  utility
charges or obligations incurred by Lessee.

     28. ASSIGNMENT AND SUBLETTING. Lessee shall not assign, transfer, mortgage,
pledge,  hypothecate or encumber this Lease, or any interest therein,  and shall
not sublet the Leased  Premises or any part  thereof,  or any right or privilege
appurtenant  thereto,  or permit the use of the Leased Premises by any person or
persons other than the Lessee without the prior written  consent of Lessor which
consent  shall  not be  unreasonably  withheld.  A  consent  to one  assignment,
subletting,  occupation  or use by any other  person shall not be deemed to be a
consent to any subsequent assignment,  subletting,  occupation or use by another
person.  Any attempted  assignment  or subletting  without such consent shall be
void,  and shall,  at the option of the Lessor,  constitute a default under this
Lease pursuant to the remedies  available to Lessor as described in paragraph 30
herein. Consent


<PAGE>

by Lessor to any  assignment  or  subletting  shall not relieve  Lessee from its
primary liability under the Lease.

     29. INSOLVENCY OF TENANT.  Either (a) the appointment of a receiver to take
possession of all or substantially all of the assets of Lessee, or (b) a general
assignment  by Lessee for the benefit of  creditors,  or (c) any action taken or
suffered by Lessee under any  insolvency or  bankruptcy  act, if continued for a
period of thirty (30) days, shall constitute a default under this Lease.

     30. EVENTS OF DEFAULT.  The following shall constitute  "Events of Default"
under this Lease:

     Failure of Lessee to make  payments  of any  installment  of base rent,  as
provided  in  paragraph  4 hereof,  within  five (5) days of  written  demand by
Lessor;
     Failure  of  Lessee to pay any other  amounts  payable  by Lessee to Lessor
hereunder within any time period  specifically  provided herein,  or, if no time
period is provided, within five (5) days of written demand by Lessor:
     Default under paragraph 8 hereof; or
     Breach by Lessee of any other  covenant of this Lease  which  breach is not
cured within thirty (30) days after the giving of written  notice of such breach
by Lessor to Lessee.

     31. REMEDIES  ON  DEFAULT.   Upon the  occurrence  of any Event of Default,
Lessor,  besides other rights and remedies it may have,  shall have the right of
reentry  and may remove  all  persons  and  property  from the  Leased  Premises
pursuant to legal proceedings or pursuant to any notice provided by law, and may
store any such property removed in a public warehouse or elsewhere,  at the cost
of, and for the  account of Lessee.  Lessor  shall not be liable for any damages
caused by any  dispossession  or removal of persons or property  from the Leased
Premises pursuant to this paragraph 30.

     Further  Lessor may either  terminate this Lease or may, from time to time,
without  terminating  this Lease,  relet the Leased Premises or any part thereof
for such term or terms  (which may be a term  extending  beyond the term of this
Lease) and at such rental or rentals and upon such other terms and conditions as
Lessor  in its  sole  discretion  may  deem  advisable  with  the  right to make
alterations and repairs to the Leased Premises.

     Upon such  reletting,  Lessee shall pay to Lessor,  as soon as ascertained,
the


<PAGE>

cost and  expenses  incurred  by Lessor  in such  reletting  and in making  such
alterations and repairs to the extent necessary to return the Leased Premises to
good leasable condition.

     Rentals received by Lessor from such reletting shall be applied:  first, to
the payment of any  indebtedness,  other than rent, due hereunder from Lessee to
Lessor;  second, to the payment of the cost of any alterations or repairs to the
Leased  Premises  necessary  to return the  Leased  Premises  to good  condition
(normal wear and tear excepted) for uses permitted by this Lease;  third, to the
cost of storing any of Lessee's property left on the Leased Premises at the time
of  reletting;  fourth,  to the  payment of rent due and unpaid  hereunder.  The
residue,  if any,  shall be held by Lessor and applied in payment of future rent
or damages in the event of  termination  as the same may become due and  payable
hereunder and the balance, if any, at the end of the term of this Lease shall be
paid to  Lessee.  Should  such  rentals  received  from  time to time  from such
reletting during any month be less than that agreed to be paid during that month
by Lessee  hereunder,  the Lessee  shall pay such  deficiency  to  Lessor.  Such
deficiency shall be calculated and paid monthly.

     No such reentry or taking possession of the Leased Premises by Lessor shall
be construed as an election on its part to terminate this Lease unless a written
notice of such intention be given to Lessee or unless the termination thereof be
decreed by a court of competent jurisdiction. Notwithstanding any such reletting
without  termination,  Lessor may at any time thereafter elect to terminate this
Lease for such previous breach.  No such termination of this Lease shall relieve
Lessee of its liabilities and obligations under this Lease, and such liabilities
and obligations shall survive any such termination.

     In the event of any such termination, whether or not the Leased Premises or
any part  thereof  shall have been  relet,  Lessor may  recover  from Lessee all
damages Lessor may incur by reason of such termination,  specifically  including
the cost of recovering  the Leased  Premises and (1) all amounts that would have
fallen due as rents between the time of  termination  of this Lease and the time
of the judgment,  or other award, plus the costs of all reletting and transfers,
plus  interest on the balance at the rate of 18% per year;  (2) the worth at the
time of the judgment or other award, of the amount by which the unpaid rents for
the balance of the term exceed the amount of such rental loss that Lessee proves
could be reasonably  avoided;  and (3) any other amount  necessary to compensate
Lessor for all detriment  proximately  caused by Lessee's failure to perform its
obligations under


<PAGE>

this Lease or which in the ordinary course would be likely to result therefrom.

     32. DAMAGE OR  DESTRUCTION.  In the  event the  Building  is  destroyed  or
damaged by fire, earthquake or other casualty to such an extent as to render the
Leased  Premises  untenantable  in whole  or in  substantial  part,  it shall be
optional with the Lessor to repair or rebuild the same,  and in the meantime the
rent shall be bated in the same  proportion as the  untenantable  portion of the
Leased  Premises bears to the whole thereof.  Unless the Lessor,  within 30 days
after the  happening of any such damage or casualty,  shall notify the Lessee of
its election to restore said premises,  this Lease shall thereupon terminate and
end.

     In the  event  the  Building  shall be  damaged  or  destroyed  by any such
casualty (even though the Leased Premises shall not be damaged  thereby) to such
extent  that in the  opinion of Lessor it shall not be  profitable  to repair or
rebuild,  then  Lessor  may  terminate  this  Lease by  notifying  Lessee of its
election to do so within 30 days of the occurrence of the casualty.

     33. EMINENT DOMAIN.  If the whole or any part of the Leased  Premises,  the
Building  shall be acquired  or  condemned  by eminent  domain for any public or
quasi  public use or  purpose,  the term of this Lease  shall,  at the option of
Lessor, cease and terminate from the day of title vesting in such proceeding. In
no event  shall  Lessee have any claim or interest in or to any award of damages
for such  taking  whether or not this  Lease be  terminated  as herein  provided
except that Lessee  shall be entitled to receive any award for moving  expenses,
tenant  improvements  installed  by Lessee and  personal  property  installed by
Lessee and taken in condemnation.

     34. WARRANTY OF QUIET  ENJOYMENT.  Lessor agrees that as long as  Lessee is
not in default  under the terms of this Lease,  Lessee shall at all times during
the term of this  Lease  have the  right to the  undisturbed  possession  of the
Leased Premises.

     35. FITNESS FOR USE.  Lessee and not Lessor is responsible  for the fitness
of the Leased Premises for the use to which Lessee intends to put them.

     36. ENTRY BY LESSOR.  Lessor reserves and shall at any reasonable time have
the  right to enter  the  Leased  Premises  for the  purpose  of  examining  the
condition  thereof,  to submit the Leased Premises to prospective  purchasers or
tenants, to post notices of  nonresponsibitity,  and to alter, improve or repair
the


<PAGE>

Leased Premises and any portion of the Building of which the Leased Premises are
a part, without abatement of rent and may for that purpose erect scaffolding and
other necessary  structures  where  reasonably  required by the character of the
work to be performed, always providing the entrance to the Leased Premises shall
not be blocked thereby,  and further providing that the business of Lessee shall
not be interfered with unreasonably.  Such entry to the Leased Premises obtained
by the Lessor shall not under any  circumstances  be construed or deemed to be a
forcible or unlawful  entry into, or a detainer of, the Leased  Premises,  or an
eviction of Lessee from the Leased  Premises  or any  portion  thereof.  Without
limiting the foregoing, during the period of 90 days prior to the termination of
said Lease,  Lessor may post on the Leased  Premises  or in the windows  thereof
signs of moderate size  notifying the public that the premises are "For Rent" or
"For Lease."

     37. SUBORDINATION.  Lessor shall have the absolute right to sell, transfer,
assign  and  encumber  its  interest  in this Lease and its estate in the Leased
Premises,  the Building, or any part thereof, and to delegate all or any portion
of its  obligations  hereunder,  from  time  to time  as it  sees  fit,  without
obtaining any approval from Lessee.

     This Lease shall be subject and  subordinate to any  encumbrance and to any
extensions  or renewals  thereof  which are now, or may  hereafter  be placed by
Lessor, upon the whole or any part of the Building and which includes the Leased
Premises.  From time to time the Lessee shall execute and deliver any instrument
(including but not limited to subordination,  attornment,  estoppel, etc.) which
may be reasonably  required by the Lessor in confirmation of such  subordination
promptly upon the Lessor's  request,  and without expense to the Lessor;  and if
the Lessee shall fail at any time to execute and deliver any such subordination,
the Lessor,  in  addition to any other  remedy  available  to it in  consequence
thereof, may execute and deliver any such instrument as the attorney- in-fact of
the Lessee,  and the Lessee hereby appoints the Lessor as  attorney-in-fact  for
such purpose;  provided,  however, that any such subordination  instrument shall
provide  that so long as the Lessee is not in default in the  payment of rent or
in the  performance of any of the covenants,  terms and conditions of the Lease,
Lessee's  possession  of  the  Leased  Premises  and  the  Lessee's  rights  and
privileges  under the Lease or any renewal  thereof  shall not be  diminished or
interfered with by the secured party under such encumbrance.

     38. SALE BY LESSOR. In the event of a sale or a conveyance by Lessor of the
Building  containing  the Leased  Premises,  the same  shall  operate to release


<PAGE>

Lessor  from any  future  liability  upon any of the  covenants  or  conditions,
express or  implied,  herein  contained  in favor of  Lessee,  and in such event
Lessee agrees to look solely to the  responsibility of the successor in interest
of Lessor in and to this  Lease.  Lessee  agrees to attorn to the  purchaser  or
assignee, and Lessee further agrees to execute estoppel  certificates,  a letter
of attornment or other  documents as required by Lessor in connection  with such
sale,  provided,  however,  that so long as the  Lessee is not in default in the
payment  of  rent  or in the  performance  of any of the  covenants,  terms  and
conditions  of the Lease,  Lessee's  possession  of the Leased  Premises and the
Lessee's rights and privileges  under the Lease or any renewal thereof shall not
be diminished  or interfered  with by the successor in interest of Lessor in and
to this Lease.

     39. FORECLOSURE. In the event that Lessor assigns or encumbers its interest
or  estate  for  security   purposes  and  such  assignment  or  encumbrance  is
"foreclosed"  for any reason  and  Lessor's  interest  or estate is sold as upon
execution in the manner  provided by law or Lessor's  interest or estate is sold
at public or private  sale by the secured  party,  Lessee  shall be bound to the
purchaser at such sale under all of the covenants,  terms and conditions of this
Lease for the  balance  of such term  hereof  remaining  with the same force and
effect as if such  purchaser  was the Lessor  under the Lease and Lessee  hereby
attorns to such purchaser as its landlord,  such  attornment to be effective and
selfoperative  without the  execution of any further  instrument  on the part of
either of the parties hereto  immediately upon such purchaser  succeeding to the
interest or estate of Lessor. If during the pendency of foreclosure  proceedings
or  otherwise,  there is  appointed  by the court a receiver for the property of
which the Leased  Premises are a part,  Lessee hereby attorns to the receiver as
its landlord during the pendency of such foreclosure proceeding, such attornment
to  be  effective  and  selfoperative  without  the  execution  of  any  further
instrument  on the part of either of the  parties  hereto  immediately  upon the
appointment of the receiver and its qualification as such.

     40. HOLDING  OVER.   If  (without  execution  of a  new  lease  or  written
extension)  Lessee  shall  hold over  after the  expiration  of the term of this
Lease,  Lessee shall be deemed to be occupying  the Leased  Premises as a tenant
from month to month,  which tenancy may be terminated as provided by law. During
such tenancy Lessee agrees to pay Lessor one hundred fifty (150%) percent of the
then  prevailing  rental  paid by Lessee at the  expiration  of the term of this
Lease  pursuant to all the  provisions  of  paragraphs 5 and 6 hereof,  unless a
different rate is


<PAGE>

agreed  upon in  writing by both  parties,  and to be bound by all of the terms,
covenants and conditions as herein specified, so far as applicable.

     41. NONMERGER. The voluntary or other surrender of this Lease by Lessee, or
a mutual cancellation thereof, shall not work a merger, and shall, at the option
of the Lessor, terminate all or any existing subleases or subtenancies,  or may,
at the  option of  Lessor,  operate  as an  assignment  to it of any or all such
subleases or subtenancies.

     42. ATTORNEYS FEES.  In the event of any  action or  proceeding  brought by
either party against the other under this Lease,  the prevailing  party shall be
entitled to recover for the fees of its  attorneys in such action or  proceeding
such amount as the court may adjudge reasonable as attorneys fees. Should Lessor
be named as a defendant in any suit brought against Lessee in connection with or
arising out of Lessee's occupancy hereunder, Lessee shall pay to Lessor Lessor's
costs and expenses incurred in such suit, including reasonable attorneys fees.

     43. WAIVER. The waiver by Lessor of any term, covenant, or condition herein
contained shall not be deemed to be a waiver of such term, covenant or condition
or any  subsequent  breach of the same or any other term,  covenant or condition
herein  contained.  The subsequent  acceptance of rent hereunder by Lessor shall
not be  deemed  to be a waiver  of any  preceding  breach by Lessee of any term,
covenant or condition of this Lease, other than the failure by Lessee to pay the
particular  rental  so  accepted,  regardless  of  Lessor's  knowledge  of  such
preceding breach at the time of the acceptance of such rent.

     44. NOTICES.  All notices and demands which may or are required to be given
by either party to the other  hereunder  shall be in writing and shall be deemed
given  when  deposited  in the U.S.  mails,  certified  mail or  return  receipt
requested, postage prepaid and addressed to the parties as follows:

To Lessee:  Bio-Imaging Technologies, Inc.
            404 E. 15th St., Suite 6
            Vancouver, WA 98663

To Lessor:  Angelo Property Co., L.P.
            c/o Property Manager
            404 E. 15th St.
            Vancouver, WA 98663


<PAGE>

or at such other address or attention such other person as either party may from
time to time  designate  to the other by written  notice in the manner  provided
above.

     45. TIME IS OF THE ESSENCE  Time is of the Essence in this Lease and all of
its provisions.

     46. DEFINED TERMS AND MARGINAL HEADINGS. The words "Lessor" and "Lessee" as
used herein shall include the plural as well as the singular.  Words used in the
masculine gender include the feminine and the neuter.  If there is more than one
Lessee the obligations hereunder imposed upon Lessee shall be joint and several.
The marginal  headings and titles to the paragraphs of this Lease are not a part
of this Lease and shall have no effect upon the  construction or  interpretation
of any part hereof.

     47. SUCCESSORS AND ASSIGNS.  All of the covenants,  agreements,  terms  and
conditions contained in this Lease shall apply to and be binding upon Lessee and
Lessor and their respective  heirs,  executors,  administrators,  successors and
assigns, subject to the provisions of this Lease as to assignments.

     48. ALTERNATIVE TAXES. If during the term of this Lease there is enacted in
the  State  of  Washington  a real  property  tax  limitation  and  concurrently
therewith,  or  subsequent  thereto,  a  substitute  tax is  imposed,  which  is
substantially  equivalent  to a real  property  tax or  directly  related  to or
measured by  ownership  or  possession  of real  property,  which is intended to
provide tax revenue that would otherwise have been provided by the real property
taxes,  then Lessee shall be obligated to pay a portion of such "substitute" tax
as provided in paragraph 18 for taxes and assessments.

     49. WAIVER OF SUBROGATION RIGHTS. Neither Lessor nor Lessee shall be liable
to the other for loss  arising  out of damage to or  destruction  of the  Leased
Premises,  or the Building or  improvements  of which the Leased  Premises are a
part or with which they are connected, or the contents of any thereof, when such
loss is caused by any of the  perils  which are or could be  included  within or
insured  against by a standard form of fire  insurance  with extended  coverage,
including  sprinkler leakage insurance,  if any. All such claims for any and all
loss,  however caused,  hereby are waived.  The absence of liability shall exist
whether or not the damage or  destruction  is caused by the negligence of either
Lessor or Lessee or by any of their respective agents, servants or employees. It
is the  intention  and  agreement  of the Lessor and the Lessee that the rentals
reserved by

<PAGE>

this Lease have been fixed in contemplation  that each party shall fully provide
its own insurance  protection at its own expense, and that each party shall look
to its respective  insurance  carriers for  reimbursement  of any such loss, and
further,  that  the  insurance  carriers  involved  shall  not  be  entitled  to
subrogation under any circumstances against any party to this Lease. Neither the
Lessor nor the Lessee shall have any interest or claim in the other's  insurance
policy or policies, or the proceeds thereof, unless specifically covered therein
as joint assured.

     50.  PARKING.  Lessee  agrees not to  overburden  the parking  areas and to
cooperate  with Landlord and the other tenants in the use of the parking  areas.
Landlord  reserves  the  right  to  determine  whether  the  parking  areas  are
overburdened  and, if so, to allocate  parking  spaces  between Lessee and other
tenants of the Building.

     51.  REGULATIONS.  Landlord  shall have the right to make and enforce rules
and  regulations  consistent  with this  Lease for the  purposes  of  regulating
access,   parking,  use  of  the  common  areas  and  promoting  safety,  order,
cleanliness  and good service to the Building.  Lessee will promptly comply with
all such rules and regulations.

     52.  INTEREST AND LATE CHARGES.  Rent not paid within ten (10) days of when
due shall  bear  interest  from the date due  until  paid at the rate of 18% per
annum.  Lessor may at its option  impose a late charge of $.04 for each $1.00 of
rent  payments  made more than ten (10) days late in addition  to  interest  and
other remedies available for default.

     53.  PRIOR  AGREEMENTS.  This  Lease is the  entire,  final,  and  complete
Agreement  of the parties  pertaining  to the lease of the Leased  Premises  and
supersedes  and  replaces  all written and oral  agreements  heretofore  made or
existing  by and between  the  parties or their  representatives  insofar as the
Leased Premises is concerned. This Agreement supersedes any and all prior offers
by and between Lessor and Lessee.


<PAGE>


LESSEE:
-------

Bio-Imaging Technologies, Inc.


By: /s/ Mark L. Weinstein
   ------------------------------------
Title: President and CEO

EXECUTED this 08 day of SEPTEMBER, 2000.

LESSOR:
-------

Angelo Investment Co.


By: /s/ Craig Angelo
   ------------------------------------
Title: PTR

EXECUTED this 11TH day of SEPT, 2000.