SILICON VALLEY BANK
                                3003 Tasman Drive
                             Santa Clara, Ca. 95054
                       (408) 654-1000 - Fax (408) 980-6410

                     ACCOUNTS RECEIVABLE PURCHASE AGREEMENT

     This Accounts  Receivable  Purchase  Agreement (the "Agreement") is made on
this TWENTY  SECOND day of DECEMBER  1999,  by and between  Silicon  Valley Bank
("Buyer")  having  a place  of  business  at the  address  specified  above  and
BIO-IMAGING  TECHNOLOGIES,  INC., a DELAWARE corporation,  ("Seller") having its
principal place of business and chief executive  office at 830 Bear Tavern Road,
West Trenton, New Jersey 08628.

1.  DEFINITIONS.  When  used  herein,  the  following  terms  shall  have  the
following meanings.
     1.1.  "Account  Balance"  shall mean, on any given day, the gross amount of
all Purchased Receivables unpaid on that day.
     1.2.  "Account  Debtor" shall have the meaning set forth in the  California
Uniform  Commercial  Code and shall  include any person  liable on any Purchased
Receivable,  including  without  limitation,  any  guarantor  of  the  Purchased
Receivable and any issuer of a letter of credit or banker's acceptance.
     1.3. "Adjustments" shall mean all discounts, allowances, returns, disputes,
counterclaims,  offsets,  defenses,  rights of  recoupment,  rights  of  return,
warranty  claims,  or short  payments,  asserted  by or on behalf of any Account
Debtor with respect to any Purchased Receivable.
     1.4.  "Administrative  Fee"  shall  have  the  meaning  as set  forth  in
Section 3.3 hereof.
     1.5.  "Advance" shall have the meaning set forth in Section 2.2 hereof.
     1.6.  "Collateral" shall have the meaning set forth in Section 8 hereof
     1.7.  "Collections"  shall mean all good funds received by Buyer from or on
behalf of an Account Debtor with respect to Purchased Receivables.
     1.8 "Compliance  Certificate" shall mean a certificate,  in a form provided
by Buyer to Seller,  which  contains the  certification  of the chief  financial
officer of Seller that, among other things, the  representations  and warranties
set forth in this Agreement are true and correct as of the date such certificate
is delivered.
     1.9 "Current Assets" are amounts that under GAAP should be included on that
date as current assets on Seller's consolidated balance sheet.
     1.10 "Deferred  Maintenance  Revenue" is all amounts received in advance of
performance under maintenance contracts and not yet recognized as revenue.
     1.11.  "Event of  Default"  shall have the  meaning  set forth in Section 9
hereof.
     1.12.  "Finance  Charges"  shall have the  meaning set forth in Section 3.2
hereof.
     1.13.  "Invoice  Transmittal"  shall mean a writing signed by an authorized
representative  of Seller which  accurately  identifies  the  receivables  which
Buyer, at its election,  may purchase, and includes for each such receivable the
correct amount owed by the Account  Debtor,  the name and address of the Account
Debtor, the invoice number, the invoice date and the account code.
     1.14.  "Obligations"  shall mean all  advances,  financial  accommodations,
liabilities, obligations, covenants and duties owing, arising, due or payable by
Seller to Buyer of any kind or nature,  present or future,  arising  under or in
connection  with  this  Agreement  or under any other  document,  instrument  or
agreement,  whether or not evidenced by any note, guarantee or other instrument,
whether  arising  on  account  or  by  overdraft,  whether  direct  or  indirect
(including  those  acquired by assignment)  absolute or  contingent,  primary or
secondary,  due or to become due,  now owing or hereafter  arising,  and however
acquired;   including,   without  limitation,  all  Advances,  Finance  Charges,
Administrative Fees, interest, Repurchase Amounts, fees, expenses,  professional
fees and attorneys'  fees and any other sums  chargeable to Seller  hereunder or
otherwise.
     1.15. "Purchased  Receivables" shall mean all those accounts,  receivables,
chattel paper,  instruments,  contract rights,  documents,  general intangibles,
letters of credit, drafts,  bankers acceptances,  and rights to payment, and all
proceeds  thereof (all of the  foregoing  being  referred to as  "receivables"),
arising out of the invoices and other agreements identified on or delivered with
any Invoice  Transmittal  delivered  by Seller to Buyer  which  Buyer  elects to
purchase and for which Buyer makes an Advance.
     1.16. "Refund" shall have the meaning set forth in Section 3.5 hereof.
     1.17. "Reserve" shall have the meaning set forth in Section 2.4 hereof.
     1.18.  "Repurchase  Amount" shall have the meaning set forth in Section 4.2
hereof.
     1.19.  "Reconciliation  Date"  shall  mean  the last  calendar  day of each
Reconciliation Period.
     1.20 "Reconciliation Period" shall mean each calendar month of every year.
     1.21  "Subordinated  Debt"  is debt  occurred  by  Seller  subordinated  to
Seller's debt to Buyer (and identified as subordinated by Seller and Buyer .
     1.22 "Total  Liabilities"  is on any day,  obligations  that should,  under
GAAP, be classified  as  liabilities  on Seller's  consolidated  balance  sheet,
including all indebtedness,  and current portion Subordinated Debt allowed to be
paid, but excluding all other Subordinated Debt.







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2. PURCHASE AND SALE OF RECEIVABLES.

     2.1. OFFER TO SELL RECEIVABLES.  During the term hereof,  and provided that
there does not then  exist any Event of  Default or any event that with  notice,
lapse of time or  otherwise  would  constitute  an Event of Default,  Seller may
request that Buyer purchase  receivables and Buyer may, in its sole  discretion,
elect to  purchase  receivables.  Seller  shall  deliver  to  Buyer  an  Invoice
Transmittal  with respect to any  receivable for which a request for purchase is
made. An authorized representative of Seller shall sign each Invoice Transmittal
delivered  to Buyer.  Buyer  shall be  entitled  to rely on all the  information
provided  by Seller to Buyer on or with the Invoice  Transmittal  and to rely on
the signature on any Invoice Transmittal as an authorized signature of Seller.

     2.2. ACCEPTANCE OF RECEIVABLES.  Buyer shall have no obligation to purchase
any  receivable  listed on an Invoice  Transmittal.  Buyer may exercise its sole
discretion  in approving  the credit of each Account  Debtor  before  buying any
receivable.  Upon acceptance by Buyer of all or any of the receivables described
on any Invoice Transmittal, Buyer shall pay to Seller 80 (%) percent of the face
                                                      ------
amount of each  receivable  Buyer  desires to  purchase.  Buyer will not net out
deferred revenue related to each specific Account Debtor, if Seller maintains as
of the last day of each quarter an adjusted Quick Ratio of at least 1.25 to 1.0.
Such payment shall be the "Advance" with respect to such receivable.  Buyer may,
from time to time, in its sole discretion, change the percentage of the Advance.
Upon Buyer's  acceptance of the receivable and payment to Seller of the Advance,
the receivable shall become a "Purchased Receivable." It shall be a condition to
each Advance that (i) all of the  representations  and  warranties  set forth in
Section 6 of this  Agreement  be true and  correct  on and as of the date of the
related Invoice  Transmittal and on and as of the date of such Advance as though
made at and as of each such  date,  and (ii) no Event of Default or any event or
condition that with notice, lapse of time or otherwise would constitute an Event
of Default  shall have  occurred  and be  continuing,  or would result from such
Advance.  Notwithstanding the foregoing,  in no event shall the aggregate amount
of all  Purchased  Receivables  outstanding  at any  time  exceed  FIVE  HUNDRED
THOUSAND DOLLARS ($500,000.00).

      2.3.  EFFECTIVENESS OF SALE TO BUYER. Effective upon Buyer's payment of an
Advance,  and for and in  consideration  therefor  and in  consideration  of the
covenants of this  Agreement,  Seller  hereby  absolutely  sells,  transfers and
assigns to Buyer,  all of  Seller's  right,  title and  interest  in and to each
Purchased  Receivable  and all  monies  due or which may  become  due on or with
respect to such Purchased Receivable.  Buyer shall be the absolute owner of each
Purchased Receivable. Buyer shall have, with respect to any goods related to the
Purchased Receivable,  all the rights and remedies of an unpaid seller under the
California  Uniform  Commercial  Code and other  applicable  law,  including the
rights of replevin, claim and delivery, reclamation and stoppage in transit.

     2.4.  ESTABLISHMENT  OF A  RESERVE.  Upon  the  purchase  by  Buyer of each
Purchased Receivable,  Buyer shall establish a reserve. The reserve shall be the
amount by which the face amount of the Purchased  Receivable exceeds the Advance
on that Purchased Receivable (the "Reserve"); provided, the Reserve with respect
to all Purchased Receivables  outstanding at any one time shall be an amount not
less than 20 (%) percent of the Account Balance at that time and may be set at a
          ------
higher  percentage  at Buyer's  sole  discretion.  The  reserve  shall be a book
balance maintained on the records of Buyer and shall not be a segregated fund.

3.  COLLECTIONS, CHARGES AND REMITTANCES.

     3.1.  COLLECTIONS.  Upon  receipt  by Buyer  of  Collections,  Buyer  shall
promptly credit such  Collections to Seller's  Account Balance on a daily basis;
provided,  that if Seller is in default under this Agreement,  Buyer shall apply
all  Collections to Seller's  Obligations  hereunder in such order and manner as
Buyer may  determine.  If an item of collection is not honored or Buyer does not
receive  good funds for any reason,  the amount shall be included in the Account
Balance as if the  Collections  had not been received and Finance  Charges under
Section 3.2 shall accrue thereon.

     3.2. FINANCE CHARGES. On each Reconciliation Date Seller shall pay to Buyer
a finance charge in an amount equal to 1.75 (%) percent per month of the average
                                       --------
daily Account Balance  outstanding during the applicable  Reconciliation  Period
(the "Finance Charges"). Buyer shall deduct the accrued Finance Charges from the
Reserve as set forth in Section 3.5 below.

     3.3.  ADMINISTRATIVE  FEE. On each  Reconciliation Date Seller shall pay to
Buyer an Administrative Fee equal to 1.00 (%) percent of the face amount of each
                                     --------
Purchased  Receivable  first purchased  during that  Reconciliation  Period (the
"Administrative  Fee").  Buyer  shall  deduct  the  Administrative  Fee from the
Reserve as set forth in Section 3.5 below.

     3.4. ACCOUNTING.  Buyer shall prepare and send to Seller after the close of
business for each  Reconciliation  Period, an accounting of the transactions for
that Reconciliation  Period,  including the amount of all Purchased Receivables,
all Collections,  Adjustments,  Finance Charges, and the Administrative Fee. The
accounting  shall be deemed correct and  conclusive  unless Seller makes written
objection to Buyer within thirty (30) days after the Buyer mails the  accounting
to Seller.

     3.5. REFUND TO SELLER.  Provided that there does not then exist an Event of
Default or any event or condition  that with notice,  lapse of time or otherwise
would  constitute  an Event of Default,  Buyer  shall  refund to Seller by check
after the Reconciliation Date, the amount, if any, which Buyer owes to Seller at
the end of the  Reconciliation  Period  according to the accounting  prepared by
Buyer for that  Reconciliation  Period (the  "Refund").  The Refund  shall be an
amount equal to:
          (A)  (1)  The  Reserve  as of the  beginning  of  that  Reconciliation
                    Period, PLUS


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               (2)  the Reserve created for each Purchased  Receivable purchased
                    during that Reconciliation Period, MINUS
          (B) The total for that Reconciliation Period of:
               (1)  the Administrative Fee;
               (2)  Finance Charges;
               (3)  Adjustments;
               (4)  Repurchase Amounts, to the extent Buyer has agreed to accept
                    payment thereof by deduction from the Refund;
               (5)  the Reserve  for the Account  Balance as of the first day of
                    the   following   Reconciliation   Period  in  the   minimum
                    percentage set forth in Section 2.4 hereof; and
               (6)  all amounts due,  including  professional fees and expenses,
                    as set forth in Section 12 for which oral or written  demand
                    has been made by Buyer to Seller during that  Reconciliation
                    Period  to the  extent  Buyer has  agreed to accept  payment
                    thereof by deduction from the Refund.
In the event the formula set forth in this  Section 3.5 results in an amount due
to Buyer from  Seller,  Seller shall make such payment in the same manner as set
forth in Section  4.3 hereof for  repurchases.  If the formula set forth in this
Section 3.5 results in an amount due to Seller from Buyer, Buyer shall make such
payment by check, subject to Buyer's rights under Section 4.3 and Buyer's rights
of offset and recoupment.

     3.6 FACILITY  FEE. A fully earned,  non-refundable  fee of $5,000.00 is due
upon the execution of this Agreement.

4.  RECOURSE AND REPURCHASE OBLIGATIONS.

     4.1.  RECOURSE.  Buyer's  acquisition of Purchased  Receivables from Seller
shall be with full recourse against Seller. In the event the Obligations  exceed
the amount of Purchased  Receivables and Collateral,  Seller shall be liable for
any deficiency.

     4.2.  SELLER'S  AGREEMENT TO  REPURCHASE.  Seller agrees to pay to Buyer on
demand,  the  full  face  amount,  or  any  unpaid  portion,  of  any  Purchased
Receivable:
          (A)  which remains  unpaid ninety (90) calendar days after the invoice
               date; or
          (B)  which is owed by any  Account  Debtor who has  filed,  or has had
               filed against it, any bankruptcy case, assignment for the benefit
               of creditors,  receivership,  or insolvency proceeding or who has
               become  insolvent  (as  defined in the United  States  Bankruptcy
               Code) or who is  generally  not  paying  its debts as such  debts
               become due; or
          (C)  with  respect to which  there has been any breach of  warranty or
               representation set forth in Section 6 hereof or any breach of any
               covenant contained in this Agreement; or
          (D)  with respect to which the Account  Debtor  asserts any  discount,
               allowance, return, dispute, counterclaim,  offset, defense, right
               of recoupment, right of return, warranty claim, or short payment;
               together with all reasonable attorneys' and professional fees and
               expenses and all court costs incurred by Buyer in collecting such
               Purchased  Receivable  and/or  enforcing  its  rights  under,  or
               collecting  amounts  owed by  Seller  in  connection  with,  this
               Agreement (collectively, the "Repurchase Amount").

     4.3.  SELLER'S PAYMENT OF THE REPURCHASE AMOUNT OR OTHER AMOUNTS DUE BUYER.
When any  Repurchase  Amount or other amount owing to Buyer  becomes due,  Buyer
shall inform Seller of the manner of payment which may be any one or more of the
following  in Buyer's  sole  discretion:  (a) in cash  immediately  upon  demand
therefor;  (b) by delivery of  substitute  invoices  and an Invoice  Transmittal
acceptable to Buyer which shall thereupon become Purchased  Receivables;  (c) by
adjustment to the Reserve pursuant to Section 3.5 hereof;  (d) by deduction from
or offset against the Refund that would  otherwise be due and payable to Seller;
(e) by  deduction  from or offset  against  the amount that  otherwise  would be
forwarded  to Seller in  respect  of any  further  Advances  that may be made by
Buyer; or (f) by any combination of the foregoing as Buyer may from time to time
choose.

     4.4. SELLER'S AGREEMENT TO REPURCHASE ALL PURCHASED  RECEIVABLES.  Upon and
after the occurrence of an Event of Default,  Seller shall,  upon Buyer's demand
(or, in the case of an Event of Default under Section 9(B),  immediately without
notice or demand from  Buyer)  repurchase  all the  Purchased  Receivables  then
outstanding,  or such portion  thereof as Buyer may demand.  Such demand may, at
Buyer's option,  include and Seller shall pay to Buyer  immediately upon demand,
cash in an amount equal to the Advance with respect to each Purchased Receivable
then  outstanding  together  with  all  accrued  Finance  Charges,  Adjustments,
Administrative Fees,  attorney's and professional fees, court costs and expenses
as provided for herein,  and any other  Obligations.  Upon receipt of payment in
full of the Obligations, Buyer shall immediately instruct Account Debtors to pay
Seller directly,  and return to Seller any Refund due to Seller. For the purpose
of calculating any Refund due under this Section only, the  Reconciliation  Date
shall be deemed to be the date Buyer  receives  payment in good funds of all the
Obligations as provided in this Section 4.4.

5. POWER OF  ATTORNEY.  Seller does  hereby  irrevocably  appoint  Buyer and its
successors and assigns as Seller's true and lawful  attorney in fact, and hereby
authorizes Buyer,  regardless of whether there has been an Event of Default, (a)
to sell, assign,  transfer,  pledge,  compromise,  or discharge the whole or any
part of the Purchased  Receivables;  (b) to demand,  collect,  receive, sue, and
give  releases to any Account  Debtor for the monies due or which may become due
upon or with respect to the Purchased Receivables and to compromise,  prosecute,
or defend any  action,  claim,  case or  proceeding  relating  to the  Purchased
Receivables, including the filing of a claim or the voting of such claims in any
bankruptcy case, all in Buyer's name or Seller's name, as Buyer may choose;  (c)
to  prepare,  file and sign  Seller's  name on any  notice,  claim,  assignment,
demand,

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draft,  or notice  of or  satisfaction  of lien or  mechanics'  lien or  similar
document  with  respect to  Purchased  Receivables;  (d) to notify  all  Account
Debtors with respect to the Purchased Receivables to pay Buyer directly;  (e) to
receive,  open,  and dispose of all mail  addressed to Seller for the purpose of
collecting the Purchased Receivables; (f) to endorse Seller's name on any checks
or other forms of payment on the Purchased Receivables; (g) to execute on behalf
of Seller any and all instruments,  documents, financing statements and the like
to perfect Buyer's  interests in the Purchased  Receivables and Collateral;  and
(h) to do all acts and things necessary or expedient, in furtherance of any such
purposes.  If  Buyer  receives  a check  or item  which  is  payment  for both a
Purchased Receivable and another receivable, the funds shall first be applied to
the  Purchased  Receivable  and,  so long as there  does  not  exist an Event of
Default  or an  event  that  with  notice,  lapse  of  time or  otherwise  would
constitute an Event of Default, the excess shall be remitted to Seller. Upon the
occurrence and continuation of an Event of Default, all of the power of attorney
rights granted by Seller to Buyer  hereunder shall be applicable with respect to
all Purchased Receivables and all Collateral.

6.   REPRESENTATIONS, WARRANTIES AND COVENANTS.

     6.1.  RECEIVABLES'  WARRANTIES,  REPRESENTATIONS  AND COVENANTS.  To induce
Buyer to buy  receivables  and to renders its services to Seller,  and with full
knowledge  that the truth and accuracy of the following are being relied upon by
the Buyer in determining whether to accept receivables as Purchased Receivables,
Seller represents,  warrants, covenants and agrees, with respect to each Invoice
Transmittal delivered to Buyer and each receivable described therein, that:
          (A) Seller is the absolute  owner of each  receivable set forth in the
          Invoice  Transmittal  and has full legal right to sell,  transfer  and
          assign such receivables;
          (B) The  correct  amount  of each  receivable  is as set  forth in the
          Invoice Transmittal and is not in dispute;
          (C)  The  payment  of  each  receivable  is not  contingent  upon  the
          fulfillment of any obligation or contract,  past or future and any and
          all  obligations  required of the Seller have been fulfilled as of the
          date of the Invoice Transmittal;
          (D) Each  receivable set forth on the Invoice  Transmittal is based on
          an  actual  sale  and  delivery  of  goods  and/or  services  actually
          rendered,  is presently due and owing to Seller, is not past due or in
          default,  has not been  previously  sold,  assigned,  transferred,  or
          pledged,  and is free of any and all  liens,  security  interests  and
          encumbrances  other than liens,  security interests or encumbrances in
          favor of Buyer or any other  division or affiliate  of Silicon  Valley
          Bank;
          (E) There are no defenses,  offsets,  or counterclaims  against any of
          the  receivables,  and no  agreement  has been  made  under  which the
          Account  Debtor  may  claim  any  deduction  or  discount,  except  as
          otherwise stated in the Invoice Transmittal;
          (F) Each Purchased  Receivable  shall be the property of the Buyer and
          shall be collected  by Buyer,  but if for any reason it should be paid
          to Seller,  Seller shall promptly notify Buyer of such payment,  shall
          hold any  checks,  drafts,  or  monies  so  received  in trust for the
          benefit of Buyer, and shall promptly  transfer and deliver the same to
          the Buyer;
          (G) Buyer shall have the right of  endorsement,  and also the right to
          require  endorsement by Seller, on all payments received in connection
          with each Purchased Receivable and any proceeds of Collateral;
          (H) Seller,  and to Seller's best  knowledge,  each Account Debtor set
          forth in the Invoice Transmittal, are and shall remain solvent as that
          term  is  defined  in  the  United  States  Bankruptcy  Code  and  the
          California  Uniform  Commercial  Code,  and no such Account Debtor has
          filed or had filed against it a voluntary or involuntary  petition for
          relief under the United States Bankruptcy Code;
          (I) Each  Account  Debtor  named on the Invoice  Transmittal  will not
          object to the  payment  for,  or the  quality or the  quantity  of the
          subject  matter  of, the  receivable  and is liable for the amount set
          forth on the Invoice Transmittal;
          (J) Each Account Debtor shall promptly be notified,  after  acceptance
          by Buyer, that the Purchased Receivable has been transferred to and is
          payable to Buyer,  and  Seller  shall not take or permit any action to
          countermand such notification; and
          (K) All receivables  forwarded to and accepted by Buyer after the date
          hereof, and thereby becoming Purchased Receivables,  shall comply with
          each  and  every  one of the  foregoing  representations,  warranties,
          covenants and agreements referred to above in this Section 6.1.

     6.2. ADDITIONAL WARRANTIES,  REPRESENTATIONS AND COVENANTS.  In addition to
the foregoing warranties,  representations and covenants, to induce Buyer to buy
receivables  and to render its  services to Seller,  Seller  hereby  represents,
warrants, covenants and agrees that:
          (A) Seller will not assign,  transfer,  sell, or grant , or permit any
          lien or security  interest in any Purchased  Receivables or Collateral
          to or in favor of any  other  party,  without  Buyer's  prior  written
          consent;
          (B) The Seller's name, form of organization,  chief executive  office,
          and the place where the records  concerning all Purchased  Receivables
          and  Collateral  are  kept  is set  forth  at the  beginning  of  this
          Agreement, Collateral is located only at the location set forth in the
          beginning  of  this  Agreement,  or,  if  located  at  any  additional
          location,  as set forth on a schedule attached to this Agreement,  and
          Seller will give Buyer at least thirty (30) days prior written  notice
          if such name, organization,  chief executive office or other locations
          of  Collateral  or  records   concerning   Purchased   Receivables  or
          Collateral  is  changed  or added  and  shall  execute  any  documents
          necessary to perfect Buyer's interest in the Purchased Receivables and
          the Collateral;
          (C)  Seller  shall  (i)  pay  all  of its  normal  gross  payroll  for
          employees, and all federal and state taxes, as and when due, including
          without  limitation all payroll and withholding  taxes and state sales
          taxes;  (ii)  deliver  at any time and  from  time to time at  Buyer's
          request,  evidence  satisfactory  to Buyer that all such  amounts have
          been paid to the proper taxing authorities;  and (iii) if requested by
          Buyer,  pay  its  payroll  and  related  taxes  through  a bank  or an
          independent payroll service acceptable to Buyer.



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          (D) Seller has not, as of the time Seller delivers to Buyer an Invoice
          Transmittal,  or as of the time Seller accepts any Advance from Buyer,
          filed  a  voluntary  petition  for  relief  under  the  United  States
          Bankruptcy  Code or had filed against it an  involuntary  petition for
          relief;
          (E) If Seller  owns,  holds or has any  interest  in,  any  copyrights
          (whether  registered,  or  unregistered),  patents or trademarks,  and
          licenses of any of the foregoing,  such interest has been disclosed to
          Buyer and is specifically  listed and identified on a schedule to this
          Agreement,  and  Seller  shall  immediately  notify  Buyer  if  Seller
          hereafter obtains any interest in any additional copyrights,  patents,
          trademarks or licenses that are  significant  in value or are material
          to the conduct of its business;
          (F) Seller shall provide Buyer with a Compliance  Certificate (I) on a
          quarterly  basis to be  received  by Buyer  no  later  than the  fifth
          calendar day  following  each  calendar  quarter,  and; (ii) on a more
          frequent or other basis if and as requested by Buyer; and
          (G) Seller shall  provide Buyer with a deferred  revenue  listing upon
          request.

7.  ADJUSTMENTS.  In the  event  of a  breach  of  any  of the  representations,
warranties,  or  covenants  set  forth  in  Section  6.1,  or in the  event  any
Adjustment or dispute is asserted by any Account  Debtor,  Seller shall promptly
advise Buyer and shall,  subject to the Buyer's approval,  resolve such disputes
and advise Buyer of any adjustments. Unless the disputed Purchased Receivable is
repurchased by Seller and the full Repurchase Amount is paid, Buyer shall remain
the absolute owner of any Purchased Receivable which is subject to Adjustment or
repurchase under Section 4.2 hereof,  and any rejected,  returned,  or recovered
personal  property,  with the right to take  possession  thereof at any time. If
such  possession  is not  taken by Buyer,  Seller  is to  resell it for  Buyer's
account at Seller's  expense  with the  proceeds  made  payable to Buyer.  While
Seller retains  possession of said returned  goods,  Seller shall segregate said
goods and mark them "property of Silicon Valley Bank."

8. SECURITY  INTEREST.  To secure the prompt payment and performance to Buyer of
all of the Obligations, Seller hereby grants to Buyer a continuing lien upon and
security  interest in all of Seller's now existing or hereafter  arising  rights
and  interest in the  following,  whether  now owned or  existing  or  hereafter
created,   acquired,  or  arising,  and  wherever  located  (collectively,   the
"Collateral"):
          (A)  All  accounts,  receivables,   contract  rights,  chattel  paper,
          instruments,   documents,  letters  of  credit,  bankers  acceptances,
          drafts, checks, cash, securities,  and general intangibles (including,
          without limitation,  all claims,  causes of action,  deposit accounts,
          guaranties,  rights in and claims under insurance policies  (including
          rights  to  premium  refunds),  rights  to  tax  refunds,  copyrights,
          patents,  trademarks,  rights in and under license agreements, and all
          other intellectual property);
          (B) All  inventory,  including  Seller's  rights  to any  returned  or
          rejected goods,  with respect to which Buyer shall have all the rights
          of any unpaid  seller,  including  the rights of  replevin,  claim and
          delivery, reclamation, and stoppage in transit;
          (C ) All  monies,  refunds and other  amounts  due Seller,  including,
          without limitation, amounts due Seller under this Agreement (including
          Seller's right of offset and recoupment);
          (D) All equipment, machinery, furniture, furnishings, fixtures, tools,
          supplies and motor vehicles;
          (E) All farm products, crops, timber, minerals and the like (including
          oil and gas);
          (F) All accessions to,  substitutions for, and replacements of, all of
          the foregoing;
          (G) All books and records pertaining to all of the foregoing; and
          (H)  All  proceeds  of the  foregoing,  whether  due to  voluntary  or
          involuntary disposition, including insurance proceeds.
          Seller is not authorized to sell, assign, transfer or otherwise convey
any Collateral  without  Buyer's prior written  consent,  except for the sale of
finished  inventory in the Seller's  usual course of business.  Seller agrees to
sign UCC financing  statements,  in a form  acceptable  to Buyer,  and any other
instruments and documents  requested by Buyer to evidence,  perfect,  or protect
the interests of Buyer in the Collateral.  Seller agrees to deliver to Buyer the
originals of all instruments,  chattel paper and documents evidencing or related
to Purchased Receivables and Collateral.

9. DEFAULT.  The occurrence of any one or more of the following shall constitute
an Event of Default hereunder.
          (A) Seller fails to pay any amount owed to Buyer as and when due;
          (B) There shall be  commenced  by or against  Seller any  voluntary or
          involuntary  case  under the United  States  Bankruptcy  Code,  or any
          assignment for the benefit of creditors,  or appointment of a receiver
          or custodian for any of its assets;
          (C) Seller shall  become  insolvent in that its debts are greater than
          the fair value of its assets,  or Seller is  generally  not paying its
          debts as they become due;
          (D) Any  involuntary  lien,  garnishment,  attachment  or the  like is
          issued  against  or  attaches  to  the  Purchased  Receivables  or any
          Collateral;
          (E)  Seller  shall  breach  any  covenant,  agreement,   warranty,  or
          representation  set forth herein, and the same is not cured to Buyer's
          satisfaction within ten (10) days after Buyer has given Seller oral or
          written notice thereof;  provided, that if such breach is incapable of
          being cured it shall constitute an immediate default hereunder;
          (F)  Seller is not in  compliance  with,  or  otherwise  is in default
          under, any term of any document,  instrument or agreement evidencing a
          debt,  obligation or liability of any kind or character of Seller, now
          or hereafter existing,  in favor of Buyer or any division or affiliate
          of Silicon Valley Bank, regardless of whether such debt, obligation or
          liability is direct or indirect, primary or secondary,  joint, several
          or joint and several,  or fixed or  contingent,  together with any and
          all  renewals  and   extensions   of  such  debts,   obligations   and
          liabilities, or any part thereof;
          (G) An event of default shall occur under any guaranty executed by any
          guarantor of the  Obligations of Seller to Buyer under this Agreement,
          or any material  provision of any such  guaranty  shall for any reason
          cease  to be  valid  or  enforceable  or any  such  guaranty  shall be
          repudiated or terminated, including by operation of law;



                                  Page 5 of 7
<PAGE>

          (H) A default  or event of default  shall  occur  under any  agreement
          between  Seller and any  creditor of Seller  that has  entered  into a
          subordination  agreement  with  Buyer;  or

          (I) Any creditor that has entered into a subordination  agreement with
          Buyer  shall  breach  any of the  terms  of or not  comply  with  such
          subordination agreement.

10.  REMEDIES UPON  DEFAULT.  Upon the  occurrence  of an Event of Default,  (1)
without  implying  any  obligation  to buy  receivables,  Buyer may cease buying
receivables or extending any financial  accommodations  to Seller;  (2) all or a
portion of the Obligations  shall be, at the option of and upon demand by Buyer,
or with respect to an Event of Default described in Section 9(B),  automatically
and without notice or demand,  due and payable in full; and (3) Buyer shall have
and may  exercise  all the rights and remedies  under this  Agreement  and under
applicable  law,  including the rights and remedies of a secured party under the
California  Uniform  Commercial Code, all the power of attorney rights described
in Section 5 with respect to all Collateral,  and the right to collect,  dispose
of,  sell,  lease,  use,  and realize  upon all  Purchased  Receivables  and all
Collateral in any commercial  reasonable manner. Seller and Buyer agree that any
notice of sale  required to be given to Seller shall be deemed to be  reasonable
if given five (5) days prior to the date on or after which the sale may be held.
In the event  that the  Obligations  are  accelerated  hereunder,  Seller  shall
repurchase all of the Purchased Receivables as set forth in Section 4.4.

11. ACCRUAL OF INTEREST. If any amount owed by Seller hereunder is not paid when
due, including,  without  limitation,  amounts due under Section 3.5, Repurchase
Amounts,  amounts due under Section 12, and any other Obligations,  such amounts
shall  bear  interest  at a per annum  rate  equal to the per annum  rate of the
Finance  Charges until the earlier of (i) payment in good funds or (ii) entry of
a final  judgment  thereof,  at which  time the  principal  amount  of any money
judgment remaining unsatisfied shall accrue interest at the highest rate allowed
by applicable law.

12.  FEES,  COSTS AND  EXPENSES;  INDEMNIFICATION.  The Seller will pay to Buyer
immediately  upon  demand  all  fees,  costs  and  expenses  (including  fees of
attorneys and  professionals  and their costs and expenses) that Buyer incurs or
may from  time to time  impose  in  connection  with any of the  following:  (a)
preparing, negotiating, administering, and enforcing this Agreement or any other
agreement executed in connection herewith, including any amendments,  waivers or
consents in connection with any of the foregoing,  (b) any litigation or dispute
(whether instituted by Buyer, Seller or any other person) in any way relating to
the Purchased Receivables, the Collateral, this Agreement or any other agreement
executed in connection  herewith or therewith,  (d) enforcing any rights against
Seller or any guarantor,  or any Account Debtor, (e) protecting or enforcing its
interest in the Purchased  Receivables  or the  Collateral,  (f)  collecting the
Purchased  Receivables and the Obligations,  and (g) the representation of Buyer
in  connection  with any  bankruptcy  case or  insolvency  proceeding  involving
Seller,  any Purchased  Receivable,  the Collateral,  any Account Debtor, or any
guarantor.  Seller shall  indemnify and hold Buyer harmless from and against any
and all claims, actions, damages, costs, expenses, and liabilities of any nature
whatsoever arising in connection with any of the foregoing.

13. SEVERABILITY,  WAIVER, AND CHOICE OF LAW. In the event that any provision of
this  Agreement  is deemed  invalid  by reason of law,  this  Agreement  will be
construed as not  containing  such  provision and the remainder of the Agreement
shall remain in full force and effect.  Buyer retains all of its rights, even if
it makes an  Advance  after an Event of  Default.  If Buyer  waives  an Event of
Default,  it may enforce a later Event of Default.  Any consent or waiver under,
or amendment of, this Agreement must be in writing. Nothing contained herein, or
any action  taken or not taken by Buyer at any time,  shall be  construed at any
time to be indicative of any  obligation or  willingness on the part of Buyer to
amend  this  Agreement  or to grant to Seller  any  waivers  or  consents.  This
Agreement has been transmitted by Seller to Buyer at Buyer's office in the State
of  California  and has been  executed  and  accepted  by Buyer in the  State of
California.  This Agreement  shall be governed by and  interpreted in accordance
with the internal laws of the State of California.

14. ACCOUNT COLLECTION  SERVICES.  Certain Account Debtors may require or prefer
that all of Seller's  receivables be paid to the same address  and/or party,  or
Seller and Buyer may agree that all receivables  with respect to certain Account
Debtors  be paid to one  party.  In such  event  Buyer and Seller may agree that
Buyer  shall  collect  all  receivables  whether  owned by  Seller  or Buyer and
(provided  that there does not then exist an Event of Default or event that with
notice,  lapse or time or otherwise  would  constitute an Event of Default,  and
subject to Buyer's rights in the Collateral) Buyer agrees to remit to Seller the
amount of the  receivables  collections  it receives with respect to receivables
other than  Purchased  Receivables.  It is understood  and agreed by Seller that
this Section does not impose any  affirmative  duty on Buyer to do any act other
than to turn  over  such  amounts.  All such  receivables  and  collections  are
Collateral and in the event of Seller's default  hereunder,  Buyer shall have no
duty to remit  collections of Collateral  and may apply such  collections to the
obligations  hereunder  and Buyer shall have the rights of a secured party under
the California Uniform Commercial Code.

15. NOTICES.  All notices shall be given to Buyer and Seller at the addresses or
faxes set forth on the first page of this  Agreement and shall be deemed to have
been  delivered  and  received:  (a) if mailed,  three (3)  calendar  days after
deposited in the United States mail, first class, postage pre-paid,  (b) one (1)
calendar day after deposit with an overnight mail or messenger  service;  or (c)
on the same date of confirmed  transmission if sent by hand delivery,  telecopy,
telefax or telex.

16. JURY TRIAL.  SELLER AND BUYER EACH HEREBY (a) WAIVE THEIR RESPECTIVE  RIGHTS
TO A JURY TRIAL ON ANY CLAIM OR ACTION ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT,  ANY  RELATED  AGREEMENTS,  OR ANY OF THE  TRANSACTIONS  CONTEMPLATED
HEREBY OR THEREBY; (b) RECOGNIZE AND AGREE THAT THE FOREGOING WAIVER CONSTITUTES
A MATERIAL INDUCEMENT FOR IT TO ENTER INTO THIS AGREEMENT; AND (c) REPRESENT AND
WARRANT  THAT IT HAS  REVIEWED  THIS  WAIVER,  HAS  DETERMINED  FOR  ITSELF  THE
NECESSITY




                                  Page 6 of 7
<PAGE>

TO REVIEW THE SAME WITH ITS LEGAL COUNSEL,  AND KNOWINGLY AND VOLUNTARILY WAIVES
ALL RIGHTS TO A JURY TRIAL.

17. TERM AND  TERMINATION.  The term of this Agreement shall be for one (1) year
from the date hereof,  and from year to year  thereafter  unless  terminated  in
writing  by Buyer or  Seller.  Seller  and  Buyer  shall  each have the right to
terminate  this  Agreement  at any  time.  Notwithstanding  the  foregoing,  any
termination of this Agreement shall not affect Buyer's security  interest in the
Collateral  and  Buyer's  ownership  of  the  Purchased  Receivables,  and  this
Agreement  shall  continue  to be  effective,  and Buyer's  rights and  remedies
hereunder shall survive such  termination,  until all transactions  entered into
and Obligations incurred hereunder or in connection herewith have been completed
and satisfied in full.

18. TITLES AND SECTION HEADINGS. The titles and section headings used herein are
for convenience only and shall not be used in interpreting this Agreement.


                                  Page 7 of 7
<PAGE>


19. OTHER  AGREEMENTS.  The terms and  provisions  of this  Agreement  shall not
adversely  affect  the rights of Buyer or any other  division  or  affiliate  of
Silicon Valley Bank under any other document, instrument or agreement. The terms
of such other  documents,  instruments and agreements shall remain in full force
and effect  notwithstanding  the execution of this Agreement.  In the event of a
conflict  between any provision of this Agreement and any provision of any other
document,  instrument or agreement  between Seller on the one hand, and Buyer or
any other division or affiliate of Silicon Valley Bank on the other hand,  Buyer
shall  determine in its sole  discretion  which  provision  shall apply.  Seller
acknowledges  specifically that any security  agreements,  liens and/or security
interests currently securing payment of any obligations of Seller owing to Buyer
or any other division or affiliate of Silicon  Valley Bank also secure  Seller's
obligations  under  this  Agreement,  and are valid and  subsisting  and are not
adversely affected by execution of this Agreement.  Seller further  acknowledges
that (a) any collateral  under other  outstanding  security  agreements or other
documents between Seller and Buyer or any other division or affiliate of Silicon
Valley Bank secures the  obligations  of Seller under this  Agreement  and (b) a
default  by Seller  under  this  Agreement  constitutes  a default  under  other
outstanding  agreements  between  Seller  and  Buyer or any  other  division  or
affiliate of Silicon Valley Bank.

     IN WITNESS  WHEREOF,  Seller and Buyer have executed this  Agreement on the
day and year above written.

SELLER:  BIO-IMAGING TECHNOLOGIES, INC.


By Robert J. Phillips
   ------------------
Title Vice President and Chief Financial Officer
      ------------------------------------------



BUYER:  SILICON VALLEY BANK


By David Reich
   ------------------
Title Vice President
      ---------------


<PAGE>


                                   EXHIBIT "A"

                  TO FINANCING STATEMENT AND SECURITY AGREEMENT

This FINANCING  STATEMENT and SECURITY  AGREEMENT  covers the following types or
items of property (in  addition  to, and without  limiting the types of property
set forth on page 1 hereof):

A)   All accounts,  receivables,  contract rights,  chattel paper,  instruments,
     documents,  letters of credit,  bankers acceptances,  drafts, checks, cash,
     securities,  deposit accounts, and general intangibles (including,  without
     limitation, all claims, causes of action, guaranties,  rights in and claims
     under insurance policies  (including rights to premium refunds),  rights to
     tax refunds, copyrights,  patents, trademarks,  rights in and under license
     agreements, and all other intellectual property);

B)   All inventory, including Seller's rights to any returned or rejected goods,
     with respect to which Buyer shall have all the rights of any unpaid seller,
     including  the rights of replevin,  claim and  delivery,  reclamation,  and
     stoppage in transit;

C)   All monies,  refunds  and other  amounts  due  Seller,  including,  without
     limitation,  amounts due Seller under this  Agreement  (including  Seller's
     right of offset and recoupment);

D)   All equipment, machinery, furniture, furnishings, fixtures, tools, supplies
     and motor vehicles;

E)   All farm products,  crops, timber, minerals and the like (including oil and
     gas);

F)   All  accessions  to,  substitutions  for, and  replacements  of, all of the
     foregoing;

G)   All books and records pertaining to all of the foregoing; and

H)   All proceeds of the  foregoing,  whether due to  voluntary  or  involuntary
     disposition, including insurance proceeds.






INTITALS
        --------------


<PAGE>


                               SILICON VALLEY BANK
                                3003 Tasman Drive
                          Santa Clara, California 95054
                       (408) 654-1000 - Fax (408) 980-6410

                            CERTIFICATION of OFFICERS

      The undersigned, being all the officers of Bio-Imaging Technologies, Inc.,
a Delaware  corporation  (the  "Corporation"),  hereby certify to Silicon Valley
Bank ("SVB") that:

      1. The correct name of the Corporation is Bio-Imaging Technologies,  Inc.,
as set forth in the Articles of Incorporation.

      2. The Corporation was incorporated on                         , under the
                                             ------------------------
laws of the State of Delaware, and is in good standing under such laws.

      3. The  Corporation's  place of business and chief executive  office being
the place at which the Corporation maintains its books and records pertaining to
accounts,   accounts  receivables,   contract  rights,  chattel  paper,  general
intangibles, instruments, documents, inventory, and equipment, is located at:

            830 BEAR TAVERN ROAD
            WEST TRENTON, NEW JERSEY 08628

      4.  The  Corporation  has  other  places  of  business  at  the  following
addressees:

      None



      5. There is no provision in the Certificate of Incorporation,  Articles of
Incorporation,  or Bylaws of the Corporation, or in the laws of the State of its
incorporation,  requiring any vote or consent of  shareholders  to authorize the
sale of  receivables  or the grant of a security  interest  in any assets of the
Corporation.  Such power is vested  exclusively  in the  Corporation's  Board of
Directors.

      6. The  officers  of the  Corporation,  and their  respective  titles  and
signatures are as follows:

      PRESIDENT:

           --------------------------------------------------------------------
                                   (Signature)

      VICE PRESIDENT:

           --------------------------------------------------------------------
                                   (Signature)

      SECRETARY:

           --------------------------------------------------------------------
                                   (Signature)

      TREASURER:

           --------------------------------------------------------------------
                                   (Signature)

      OTHER OFFICER:
      TITLE:

           --------------------------------------------------------------------
                                   (Signature)
<PAGE>

      7. Except as indicated in this paragraph 7, each of the officers listed in
paragraph  6  has  signatory  powers  with  respect  to  all  the  Corporation's
transactions with SVB. Explanation of exceptions:

      8. The  undersigned  shall give SVB prompt written notice of any change or
amendment  with respect to any of the  foregoing.  Until such written  notice is
received  by SVB,  SVB  shall be  entitled  to rely  upon the  foregoing  in all
respects.

      IN WITNESS WHEREOF,  the undersigned  have executed this  Certification of
Officers on 12/22/1999.
            ----------

PRESIDENT:
                 ---------------------------------------------------------------
VICE PRESIDENT:
                 ---------------------------------------------------------------
SECRETARY:
                 ---------------------------------------------------------------
TREASURER:
                 ---------------------------------------------------------------





<PAGE>



                               SILICON VALLEY BANK
                                3003 Tasman Drive
                          Santa Clara, California 95054
                       (408) 654-1000 - Fax (408) 980-6410

                      SECRETARY'S CERTIFICATE OF RESOLUTION

      The  undersigned,  as  Secretary  of  Bio-Imaging  Technologies,  Inc.,  a
Delaware  corporation  (the  "Corporation"),  hereby certifies to Silicon Valley
Bank that at a meeting duly convened at which a quorum was present the following
resolutions  were adopted by the Board of Directors of the  Corporation and that
such  resolutions have not been modified,  amended,  or rescinded in any respect
and are in full force and effect as of today's date.

      RESOLVED,  that this  corporation be and hereby is authorized to sell this
corporation's  accounts  receivable to Silicon Valley Bank, and to grant Silicon
Valley Bank a security interest in this corporation's assets, including, without
limitation,  accounts,  accounts  receivable,  contract  rights,  chattel paper,
general  intangibles,   instruments,   documents,  letters  of  credit,  drafts,
inventory and equipment,  presently owned or hereafter acquired and proceeds and
products  of the  foregoing  (the "  Collateral,"  as  defined  in the  Accounts
Receivable Purchase Agreement).

      RESOLVED,  that this  corporation be and hereby is authorized and directed
to  execute  and  deliver  certain  agreements  in  connection  with the sale of
receivables,  and granting of security  interests in the  Collateral  to Silicon
Valley Bank  including,  without  limitations,  a Accounts  Receivable  Purchase
Agreement and UCC-1 financing statement.

      RESOLVED,   that  the  following   named  officers  of  this   corporation
("Authorized  Officers") be, and any of them hereby are, authorized,  empowered,
and  directed to execute  and  deliver to Silicon  Valley Bank on behalf of this
corporation  all  such  further  agreements  and  instruments  as may be  deemed
necessary or advisable in order to fully  effectuate  the purposes and intent of
the foregoing resolutions.

      Print Names of Authorized Officers:                   Title:


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

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

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

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

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

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

            RESOLVED,   that  the  Secretary  or  Assistant  Secretary  of  this
corporation  be, and hereby is authorized,  empowered and directed to certify to
the passage of the foregoing resolutions under the seal of this corporation.

IN WITNESS  WHEREOF,  the  undersigned has duly executed this  Certificate  this
Twenty Second day of December 1999.


                      --------------------------------------------------------
                         Signature

                         Secretary of BIO-IMAGING TECHNOLOGIES, INC.


<PAGE>


                               CONSENT AND RELEASE

Silicon  Valley  Bank  sincerely  appreciates  your  business  and would like to
publicize your Company recently joining our "family".  In order to do so, kindly
complete the following and return to us.

Bio-Imaging Technologies, Inc. ("Client") consents to and releases Silicon
Valley Bank ("Bank") from any liability in its use of (check all that apply):

                  Company Name
                                           ---------
                  Individual Name
                                           ---------
                  Quotation
                                           ---------
                  Photograph
                                           ---------
                  Client Reference
                                           ---------
                  Type of Credit Facility
                                           ---------
                  Amount of Credit Facility
                                           ---------

in Bank's written and oral presentations,  advertising and promotional materials
and Internet Web site.


Client Name:

Bio-Imaging Technologies, Inc.


--------------------------
Signature

--------------------------
Name and Title

--------------------------
Date