AGREEMENT OF LEASE
       PREMISES:
    
    Portion of 826 and 828 Newtown-Yardley Road,
Newtown, PennsylvaniaDATED:
    
    As of December 1, 2008




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TABLE OF CONTENTS
 Page1.
    
    Incorporated Terms
    
    
    12.
    
    Description of Premises
    
    
    23.
    
    Term
    
    
    34.
    
    Annual Rent; Additional Rent
    
    
    45.
    
    Operating Expenses
    
    
    46.
    
    Real Estate Taxes
    
    
    87.
    
    Insurance
    
    
    108.
    
    Utilities and Services
    
    
    119.
    
    Permitted Uses
    
    
    1210.
    
    Common Areas; Parking
    
    
    1311.
    
    No Representations
    
    
    1412.
    
    Compliance with Law
    
    
    1413.
    
    Care and Repair of Premises; No Waste
    
    
    1614.
    
    Alterations, Additions and Improvements
    
    
    1615.
    
    Covenant Against Liens
    
    
    1716.
    
    Indemnification
    
    
    1817.
    
    Landlord Not Liable
    
    
    1818.
    
    Assignment and Subletting
    
    
    1819.
    
    Landlords Access
    
    
    1920.
    
    Signs
    
    
    2021.
    
    Casualty
    
    
    2022.
    
    Condemnation
    
    
    2023.
    
    Surrender of Premises
    
    
    2124.
    
    Holdover
    
    
    2125.
    
    Events of Default; Remedies
    
    
    2126.
    
    Service Fee; Interest
    
    
    2427.
    
    Landlords Right to Cure Tenants Default
    
    
    2428.
    
    Notice of Landlords Default
    
    
    2429.
    
    Landlords Liability Limited
    
    
    2430.
    
    Subordination; Attornment
    
    
    2531.
    
    Tenants Estoppel
    
    
    26
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TABLE OF CONTENTS
 Page32.
    
    Quiet Enjoyment
    
    
    2633.
    
    Security Deposit
    
    
    2634.
    
    Intentionally deleted
    
    
    2735.
    
    Notices
    
    
    2736.
    
    Force Majeure
    
    
    2737.
    
    Waivers; Modifications
    
    
    2738.
    
    Interpretation
    
    
    2739.
    
    Applicable Law
    
    
    2740.
    
    Authority of Lease Signatories
    
    
    2741.
    
    Brokerage
    
    
    2742.
    
    Binding Effect
    
    
    2843.
    
    Communications Equipment
    
    
    2844.
    
    Flag Pole
    
    
    2945.
    
    Right of First Notification
    
    
    2946.
    
    Miscellaneous
    
    
    3047.
    
    Mortgagee Consent
    
    
    31
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RIDERS TO AGREEMENT OF LEASE
     iii




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AGREEMENT OF LEASE
  Incorporated Terms
 (a)
    
    NAME AND ADDRESS OF LANDLORD:826 NEWTOWN ASSOCIATES, L.P.
c/o First Evergreen55 Lane Road, Suite 430
Fairfield, New Jersey 07004(b)
    
    NAME AND ADDRESS OF TENANT:BIO-IMAGING TECHNOLOGIES, INC.826 Newtown-Yardley Road
Newtown, Pennsylvania 18940
Attention: Chief Financial Officer(c)
    
    DESCRIPTION OF PREMISES:The Premises consists of the following two parts: the space (the 826
Space), consisting of the entire first and second floor of the building
known as 826 Newtown-Yardley Road, Newtown, Pennsylvania (the 826 Building)
and the space (the 828 Space) labeled BioImaging Technologies, Inc. on
the Floor Plan Rider attached hereto, in the building known as 828
Newtown-Yardley Road, Newtown, Pennsylvania (the 828 Building). The 826
Space and the 828 Space are hereinafter referred to as the Premises. The
826 Building and the 828 Building are hereinafter referred to as the
Buildings. The 826 Building and the 828 Building are located on the
property (the Property) designated as Tax Lots 29-10-86, 29-10-42-1,
29-10-40-1 and 29-10-42-5, Newtown, Pennsylvania.(d)
    
    AREA OF PREMISES AND BUILDINGS:826 Space: approximately 44,076 rentable square feet828 Space: approximately 14,605 rentable square feet
Buildings: 119,233 rentable square feet
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(e)
    
    TERM OF LEASE:The Term shall be ten (10) lease years (as hereinafter defined in Section
3), commencing and expiring as set forth in Section 3.(f)
    
    PERMITTED USE:General office use and for any amenities incidental thereto, which amenities
shall be used only by Tenants employees and Tenants business invitees, such
as a cafeteria and workout room, and for no other purposes.(g)
    
    SECURITY DEPOSIT:None, subject to Section 33.(h)
    
    TENANTS SHARE:49.22%(i)
    
    BASE EXPENSE YEAR:Calendar year 2009(j)
    
    BASE TAX YEAR:Calendar year 2009(k)
    
    BROKER:Williams Real Estate of New Jersey, LLC; commission to be paid by Landlord
pursuant to a separate agreement.(l)
    
    RIDERS TO LEASE:Floor Plan Rider
Annual Rent Rider
Rules and Regulations Rider
Extension Options Rider
 Description of Premises th th
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st th
     Term
 th
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Annual Rent; Additional Rent
  Operating Expenses
 4




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5




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6




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7




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Real Estate Taxes
 8




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9




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Insurance
       10




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Utilities and Services
  11




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Permitted Uses
 12




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Common Areas; Parking
  13




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No Representations
 Compliance with Law
    14




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15




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Care and Repair of Premises; No Waste
   Alterations, Additions and Improvements
  16




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Covenant Against Liens
 17




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Indemnification
  Landlord Not Liable
 Assignment and Subletting
  18




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Landlords Access
 19




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Signs
 Casualty
  Condemnation
 20




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Surrender of Premises
  Holdover
 Events of Default; Remedies
  21




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22




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23




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Service Fee; Interest
  Landlords Right to Cure Tenants Default
 Notice of Landlords Default
  Landlords Liability Limited
 24




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Subordination; Attornment
   25




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Tenants Estoppel.
 Quiet Enjoyment
  Security Deposit
 26




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Intentionally deleted
 Notices
 Force Majeure
 Waivers; Modifications
 Interpretation
 Applicable Law
 Authority of Lease Signatories
 Brokerage
 27




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Binding Effect
 Communications Equipment
 28




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Flag Pole
 Right of First Notification
 29




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Miscellaneous
        30




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Mortgagee Consent
  31




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WITNESS:
    
    
    
    LANDLORD:
826 NEWTOWN ASSOCIATES, L.P.
By: 826 Newtown Realty Corp., General PartnerBy:
    
    /s/ Lee S. Goldmeier
    
    
    
    By:
    
    /s/ Daniel CohenName:
Title:
    
    Lee S. Goldmeier
VP/Secretary
    
    
    
    
    
    Name:
Title:
    
    Daniel Cohen
 President
 32




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ATTEST:
    
    
    
    TENANT:
BIO-IMAGING TECHNOLOGIES, INC.By:
    
    /s/ Ted I. Kaminer
    
    
    
    By:
    
    /s/ Mark L. WeinsteinName:
Title:
    
    Ted Kaminer
Chief Financial Officer
Senior Vice-President
    
    
    
    
    
    Name:
Title:
    
    Mark Weinstein
 Chief Executive Officer
President
 33




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FLOOR PLAN RIDER
 Date of Lease:
    
    As of December 1, 2008Landlord:
    
    826 NEWTOWN ASSOCIATES, L.P.Tenant:
    
    BIO-IMAGING TECHNOLOGIES, INC.Premises:
    
    826 and 828 Newtown-Yardley Road, Newtown, Pennsylvania
 Initials:DCLandlordTK/MWTenant 34




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ANNUAL RENT RIDER
 Date of Lease:
    
    As of December 1, 2008Landlord:
    
    826 NEWTOWN ASSOCIATES, L.P.Tenant:
    
    BIO-IMAGING TECHNOLOGIES, INC.Premises:
    
    826 and 828 Newtown-Yardley Road, Newtown, Pennsylvania
  Lease Year
    
    PSF
    
    Monthly Installment
    
    Annual Amount1
    
    $19.50
    
    $  95,356.63
    
    $1,144,279.502
    
    $20.00
    
    $  97,801.67
    
    $1,173,620.003
    
    $20.50
    
    $100,246.71
    
    $1,202,960.504
    
    $21.00
    
    $102,691.75
    
    $1,232,301.005
    
    $21.50
    
    $105,136.79
    
    $1,261,641.506
    
    $22.00
    
    $107,581.83
    
    $1,290,982.007
    
    $22.50
    
    $110,026.88
    
    $1,320,322.508
    
    $23.00
    
    $112,471.92
    
    $1,349,663.009
    
    $23.50
    
    $114,916.96
    
    $1,379,003.5010
    
    $24.00
    
    $117,362.00
    
    $1,408,344.00
 Initials:DCLandlordTK/MWTenant 35




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RULES AND REGULATIONS RIDER
 Date of Lease:
    
    As of December 1, 2008Landlord:
    
    826 NEWTOWN ASSOCIATES, L.P.Tenant:
    
    BIO-IMAGING TECHNOLOGIES, INC.Premises:
    
    826 and 828 Newtown-Yardley Road, Newtown, Pennsylvania
  OBSTRUCTION OF PASSAGEWAYS
 WINDOWS
 PROJECTIONS FROM BUILDING
 SIGNS
 FLOOR COVERING
 INTERFERENCE WITH OCCUPANTS OF BUILDINGS
 36




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LOCK KEYS
 CONTRACTORS
 PROHIBITED ON PREMISES
 PLUMBING, ELECTRIC AND TELEPHONE WORK
 37




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MOVEMENT OF FURNITURE, FREIGHT OR BULKY MATTER
 SAFES AND OTHER HEAVY EQUIPMENT
 ADVERTISING
 NON-OBSERVANCE OR VIOLATION OF RULES BY OTHER TENANTS
 AFTER HOURS USE
 PARKING
 RESERVATION OF RIGHTS
 38




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HEALTH AND SAFETY
 HAZARDOUS MATERIALS
 SMOKING
 NONDISCRIMINATION
 ACKNOWLEDGMENT
 Initials:DCLandlordTK/MWTenant 39




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EXTENSION OPTIONS RIDER
 Date of Lease:
    
    As of December 1, 2008Landlord:
    
    826 NEWTOWN ASSOCIATES, L.P.Tenant:
    
    BIO-IMAGING TECHNOLOGIES, INC.Premises:
    
    826 and 828 Newtown-Yardley Road, Newtown, Pennsylvania
 Grant of Options
 Exercise of Options
 Conditions Precedent to Options
    Extension Term Provisions
 40




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41




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Initials:DCLandlordTK/MWTenant 42