LOAN AND SECURITY AGREEMENT


                                 by and between


                         BIO-IMAGING TECHNOLOGIES, INC.
                             a Delaware corporation,


                                 as the BORROWER



                                       and



                              SILICON VALLEY BANK,
                          a California chartered bank,

                                  as the LENDER



                                 August 10, 1999

<PAGE>

                           LOAN AND SECURITY AGREEMENT
                           ---------------------------


     This LOAN AND  SECURITY  AGREEMENT  (this  "Agreement")  dated  August  10,
1999,between  SILICON VALLEY BANK, a California chartered bank having an address
at 5 Radnor Corporate Center,  Suite 555, 100 Matsonford,  Radnor,  Pennsylvania
19087 ("Bank") and BIO-IMAGING TECHNOLOGIES, INC., a Delaware corporation having
an address at 830 Bear Tavern Road, West Trenton, New Jersey 08628 ("Borrower"),
provides the terms on which Bank will lend to Borrower  and Borrower  will repay
Bank. The parties agree as follows:

1.   ACCOUNTING AND OTHER TERMS
     --------------------------

     1.1  Accounting  terms not  defined  in this  Agreement  will be  construed
following GAAP. Calculations and determinations must be made following GAAP. The
term "financial statements" includes the notes and schedules,  if any. The terms
"including"  and  "includes"   always  mean  "including  (or  includes)  without
limitation"  in this or any Loan Document.  Capitalized  terms in this Agreement
shall  have the  meanings  set forth in  Section  13.  This  Agreement  shall be
construed to impart upon Bank a duty to act reasonably at all times.

2.   LOAN AND TERMS OF PAYMENT
     -------------------------

     2.1  Advances.  Borrower will pay Bank the unpaid  principal  amount of all
          --------
Advances and interest on the unpaid principal amount of the Advances.

     2.2  Revolving Advances.
          ------------------

          (a) Bank will make Advances not exceeding (i) the Committed  Revolving
Line or (ii) the Borrowing Base,  whichever is less. Amounts borrowed under this
Section 2.2 may be repaid and reborrowed during the term of this Agreement.

          (b) To obtain an Advance,  Borrower  must notify Bank by  facsimile or
telephone  by 3:00 p.m.  Eastern  time on the  Business Day the Advance is to be
made.  Borrower must promptly confirm the notification by delivering to Bank the
Payment/Advance  Form  attached  as  EXHIBIT B.  Bank will  credit  Advances  to
                                     ---------
Borrower's deposit account. Bank may make Advances under this Agreement based on
instructions  from a  Responsible  Officer  or his or her  designee  or  without
instructions if the Advances are necessary to meet Obligations which have become
due. Bank may rely on any telephone  notice given by a person whom Bank believes
is a Responsible Officer or designee.  Borrower will indemnify Bank for any loss
Bank suffers due to that reliance.

          (c) The Committed  Revolving Line terminates on the Revolving Maturity
Date, when all Advances are immediately payable.

     2.3  Overadvances.  If Borrower's  Obligations under Section 2.1 exceed the
          ------------
lesser of either (i) the Committed  Revolving  Line or (ii) the Borrowing  Base,
Borrower must immediately pay in cash to Bank the excess.


                                       1
<PAGE>

     2.4  Interest Rate; Payments.
          -----------------------

          (a) Interest  Rate.   Advances  accrue  interest  on  the  outstanding
              --------------
principal  balance at a per annum rate one and one half (1.5%) percentage points
above the Prime Rate. After an Event of Default,  Obligations accrue interest at
five  percent  (5%)  above the rate  effective  immediately  before the Event of
Default.  The interest rate  increases or decreases when the Prime Rate changes.
Interest is computed on a 360-day year for the actual number of days elapsed.

          (b) Payments. Interest is payable on the fifth day of each month. Bank
              --------
may debit any of Borrower's deposit accounts including Account Number
                                                                     -----------
for principal and interest payments or any amounts Borrower owes Bank. Bank will
notify  Borrower  when it debits  Borrower's  accounts.  These  debits are not a
set-off.  Payments received after 3:00 p.m. Eastern time are considered received
at the opening of business on the next  Business Day. When a payment is due on a
day that is not a Business  Day,  the payment is due the next  Business  Day and
additional fees or interest accrue.

     2.5  Fees.  Borrower will pay to Bank:
          ----

          (a) Facility  Fee.  A fully earned,  non-refundable  facility  fee  of
              -------------
ONE THOUSAND and 00/100 DOLLARS ($1,000.00) due on the Closing Date; and

          (b) Bank Expenses.  All Bank Expenses (including reasonable attorneys'
              -------------
fees and expenses for documentation and negotiation of this Agreement)  incurred
through and after the Closing Date when due.

3.   CONDITIONS OF LOANS
     -------------------

     3.1  Conditions Precedent to Initial Advance. Bank's obligation to make the
          ---------------------------------------
initial  Advance is  subject  to the  condition  precedent  that it receive  the
agreements,  documents  and fees it requires and the receipt of the results of a
satisfactory audit of the Borrower's Books and Records and the Collateral.

     3.2  Conditions Precedent to all Advances.  Bank's obligations to make each
          ------------------------------------
Advance, including the initial Advance, is subject to the following:

          (a) timely receipt of any Payment/Advance Form; and

          (b) the representations and warranties in Section 5 must be materially
     true on the date of the  Payment/Advance  Form and on the effective date of
     each Advance and no Event of Default may have  occurred and be  continuing,
     or result from the Advance.  Each Advance is Borrower's  representation and
     warranty on that date that the  representations and warranties in Section 5
     remain true.

4.   CREATION OF SECURITY INTEREST
     -----------------------------

     4.1  Grant of Security Interest. Borrower grants Bank a continuing security
          --------------------------
interest in all presently  existing and later acquired  Collateral to secure all
Obligations  and  performance  of each  of  Borrower's  duties  under  the  Loan
Documents.  Except for Permitted  Liens,  any security  interest will be a first
priority security interest in the Collateral. Bank may place a "hold"



                                       2
<PAGE>

on any deposit  account  pledged as Collateral.  If the Agreement is terminated,
Bank's lien and security interest in the Collateral will continue until Borrower
fully satisfies its Obligations.

5.   REPRESENTATIONS AND WARRANTIES
     ------------------------------

     Borrower represents and warrants as follows:

     5.1  Due  Organization and  Authorization.  Borrower and each Subsidiary is
          ------------------------------------
duly  existing and in good  standing in its state of formation and qualified and
licensed  to do  business  in, and in good  standing  in, any state in which the
conduct  of its  business  or its  ownership  of  property  requires  that it be
qualified.

     The  execution,  delivery and  performance  of the Loan Documents have been
duly authorized,  and do not conflict with Borrower's formation  documents,  nor
constitute an event of default under any material agreement by which Borrower is
bound. Borrower is not in default under any agreement to which or by which it is
bound in which the default could cause a Material Adverse Change.

     5.2  Collateral.  Borrower has good title to the  Collateral, free of Liens
          ----------
except  Permitted  Liens.  The  Eligible   Accounts  are  bona  fide,   existing
obligations,  and the service or property has been performed or delivered to the
account  debtor  or its  agent  for  immediate  shipment  to  and  unconditional
acceptance  by the  account  debtor.  Borrower  has no notice  of any  actual or
imminent  Insolvency  Proceeding  of any account  debtor  whose  accounts are an
Eligible  Account in any  Borrowing  Base  Certificate.  All Inventory is in all
material  respects of good and marketable  quality,  free from material defects.
Borrower  is  the  sole  owner  of  the   Intellectual   Property,   except  for
non-exclusive  licenses  granted  to its  customers  in the  ordinary  course of
business.  Each Patent is valid and enforceable and no part of the  Intellectual
Property has been judged invalid or  unenforceable,  in whole or in part, and no
claim has been  made that any part of the  Intellectual  Property  violates  the
rights of any third party.

     5.3  Litigation.  There  are no  actions  or  proceedings  pending  or,  to
          ----------
Borrower's  knowledge,  threatened by or against  Borrower or any  Subsidiary in
which an adverse decision could cause a Material Adverse Change.

     5.4  No Material Adverse Change in Financial  Statements.  All consolidated
          ---------------------------------------------------
financial  statements for Borrower and any  Subsidiary  delivered to Bank fairly
present in all material respects Borrower's consolidated financial condition and
Borrower's  consolidated results of operations.  There has not been any material
deterioration in Borrower's  consolidated  financial condition since the date of
the most recent financial statements submitted to Bank.

     5.5  Solvency.  The fair  salable  value of  Borrower's  assets  (including
          --------
goodwill minus disposition costs) exceeds the fair value of its liabilities; the
Borrower is not left with  unreasonably  small capital after the transactions in
this Agreement; and Borrower is able to pay its debts (including trade debts) as
they mature.

     5.6  Regulatory  Compliance.  Borrower is not an "investment  company" or a
          ----------------------
company  "controlled"  by an "investment  company" under the Investment  Company
Act.  Borrower is not engaged as one of its  important  activities  in extending
credit for margin stock (under  Regulations T and U of the Federal Reserve Board
of Governors).  Borrower has complied with the Federal Fair Labor Standards Act.
Borrower has not violated any laws,




                                       3
<PAGE>

ordinances  or rules,  the  violation  of which could  cause a Material  Adverse
Change.  None of  Borrower's or any  Subsidiary's  properties or assets has been
used by Borrower or any Subsidiary or, to the best of Borrower's  knowledge,  by
previous Persons, in disposing,  producing,  storing,  treating, or transporting
any hazardous  substance  other than legally.  Borrower and each  Subsidiary has
timely filed all required tax returns and paid,  or made  adequate  provision to
pay, all material taxes. Borrower and each Subsidiary has obtained all consents,
approvals and  authorizations  of, made all  declarations  or filings with,  and
given all notices to, all government  authorities that are necessary to continue
its business as currently conducted, except where the failure to do so could not
reasonably be expected to cause a Material Adverse Change.

     5.7 Subsidiaries.  Borrower does not own any stock, partnership interest or
         ------------
other equity securities except for Permitted Investments.

     5.8 Full Disclosure.  No  representation,  warranty  or other  statement of
         ---------------
Borrower in any  certificate  or written  statement  given to Bank  contains any
untrue  statement of a material fact or omits to state a material fact necessary
to  make  the  statements  contained  in  the  certificates  or  statements  not
misleading.

6.   AFFIRMATIVE COVENANTS
     ---------------------

     Borrower will do all of the following:

     6.1 Government Compliance. Borrower will maintain its and all Subsidiaries'
         ---------------------
corporate  existence and good standing in its jurisdiction of incorporation  and
maintain  qualification in each  jurisdiction in which the failure to so qualify
could have a material  adverse  effect on  Borrower's  business  or  operations.
Borrower will comply, and have each Subsidiary comply, with all laws, ordinances
and  regulations to which it is subject,  noncompliance  with which could have a
material adverse effect on Borrower's business or operations or cause a Material
Adverse Change.

     6.2 Financial Statements, Reports, Certificates.
         -------------------------------------------

         (a)  Borrower will deliver to Bank:  (i) as soon as  available,  but no
later than thirty (30) days after the last day of each month, a company prepared
consolidated balance sheet and income statement covering Borrower's consolidated
operations  during the period,  in a form  acceptable to Bank and certified by a
Responsible  Officer;  (ii) as soon as available,  but no later than ninety (90)
days after the end of Borrower's fiscal year,  audited,  consolidated  financial
statements  prepared  under  GAAP,   consistently  applied,   together  with  an
unqualified  opinion on the financial  statements from an independent  certified
public accounting firm acceptable to Bank; (iii) within five (5) days of filing,
copies of all  statements,  reports and notices  made  available  to  Borrower's
security holders or to any holders of Subordinated  Debt and all reports on Form
10-K,  10-Q and 8-K filed with the  Securities and Exchange  Commission;  (iv) a
prompt report of any legal actions pending or threatened against Borrower or any
Subsidiary  that could result in damages or costs to Borrower or any  Subsidiary
of ONE  HUNDRED  THOUSAND  and 00/100  DOLLARS  ($100,000.00)  or more;  and (v)
budgets, sales projections,  operating plans or other financial information Bank
reasonably requests.

         (b)  At such times as no Advances are  outstanding,  within twenty (20)
days  after the last day of each month and at all other  times,  within ten (10)
days after the last day of

                                       4
<PAGE>

each month, Borrower will deliver to Bank a Borrowing Base Certificate signed by
a  Responsible  Officer in the form of EXHIBIT C, with aged listings of accounts
                                       ---------
receivable and accounts payable.

          (c) Within thirty (30) days after the last day of each month, Borrower
will  deliver  to Bank with the  monthly  financial  statements  required  under
Section 6.2 (a)(i)  above,  a  Compliance  Certificate  signed by a  Responsible
Officer in the form of EXHIBIT D.
                       ---------

          (d) Bank has the  right to audit  Borrower's  Accounts  at  Borrower's
expense,  but the audits will be  conducted no more often than once every twelve
(12) months if no Advances are outstanding  under the Committed  Revolving Line,
once every six (6)  months at all other  times,  unless an Event of Default  has
occurred and is continuing.

     6.3  Inventory;  Returns.  Borrower  will  keep all  Inventory  in good and
          -------------------
marketable condition, free from material defects. Returns and allowances between
Borrower and its account debtors will follow Borrower's  customary  practices as
they exist at the  Closing  Date.  Borrower  must  promptly  notify  Bank of all
returns,  recoveries,  disputes and claims that involve more than FIFTY THOUSAND
and 00/100 DOLLARS ($50,000.00).

     6.4  Taxes.  Borrower will make, and cause each  Subsidiary to make, timely
          -----
payment of all material federal,  state, and local taxes or assessments and will
deliver to Bank, on demand, appropriate certificates attesting to the payment.

     6.5  Insurance.  Borrower will keep its business and the Collateral insured
          ---------
for risks and in amounts,  as Bank  requests.  Insurance  policies  will be in a
form, with companies, and in amounts that are satisfactory to Bank. All property
policies  will have a lender's loss payable  endorsement  showing Bank as a loss
payee and all liability policies will show the Bank as an additional insured and
provide that the insurer must give Bank at least twenty (20) days notice  before
canceling its policy. At Bank's request,  Borrower will deliver certified copies
of policies and evidence of all premium  payments.  Proceeds  payable  under any
policy will, at Bank's option, be payable to Bank on account of the Obligations.

     6.6  Primary Accounts.  Borrower will maintain its primary  depository  and
          ----------------
operating accounts with Bank.

     6.7  Financial Covenants.
          -------------------

     Borrower will maintain as of the last day of each month,  unless  otherwise
noted:

          (a) Quick Ratio.  A ratio of Quick Assets to Current Liabilities minus
              -----------
deferred revenues of at least 2.0 to 1.0.

          (b) Tangible Net Worth. A Tangible Net Worth plus Subordinated Debt of
              ------------------
at least $1,750,000.

     6.8  Further Assurances.  Borrower will execute any further instruments and
          ------------------
take  further  action as Bank  requests to perfect or continue  Bank's  security
interest in the Collateral or to effect the purposes of this Agreement.



                                       5
<PAGE>

7.   NEGATIVE COVENANTS
     ------------------

     Borrower will not do any of the following without the Bank's written
consent, which will not be unreasonably withheld:

     7.1 Dispositions.  Convey,  sell,  lease,  transfer or otherwise dispose of
         ------------
(collectively a "Transfer"),  or permit any of its Subsidiaries to Transfer, all
or any part of its business or property,  other than a Transfer (i) of Inventory
in the ordinary course of business;  (ii) of non-exclusive  licenses and similar
arrangements  for the use of the property of Borrower or its Subsidiaries in the
ordinary course of business; or (iii) of worn-out or obsolete Equipment.

     7.2 Changes in  Business,  Ownership,  Management  or  Business  Locations.
         ----------------------------------------------------------------------
Engage in or permit any of its Subsidiaries to engage in any business other than
the businesses currently engaged in by Borrower or have a material change in its
ownership (other than the sale of Borrower's  equity  securities in a private or
public  offering  or if there  is a change  in the  Borrower's  chief  financial
officer or chief executive officer and the Borrower fails to replace such person
with an officer  acceptable to Bank in its reasonable  discretion  within ninety
(90) days.  Borrower  will not,  without at least thirty (30) days prior written
notice to Bank,  relocate its principal  executive office or add any new offices
or business locations.

     7.3 Mergers or Acquisitions.  Merge or  consolidate,  or permit  any of its
         -----------------------
Subsidiaries  to merge or  consolidate,  with any other Person,  or acquire,  or
permit any of its  Subsidiaries  to  acquire,  all or  substantially  all of the
capital stock or property of another  Person except where (i) such  transactions
do not in the aggregate exceed One Hundred Thousand Dollars  ($100,000) and (ii)
no Event of Default has occurred and is  continuing  or would exist after giving
effect to the  transactions.  A Subsidiary may merge or consolidate into another
Subsidiary or into Borrower.

     7.4 Indebtedness. Create, incur, assume, or be liable for any Indebtedness,
         ------------
or permit any Subsidiary to do so, other than Permitted Indebtedness.

     7.5 Encumbrance.  Create,  incur, or allow any Lien on any of its property,
         -----------
or assign  or convey  any right to  receive  income,  including  the sale of any
Accounts,  or permit any of its  Subsidiaries  to do so,  except  for  Permitted
Liens,  or permit Bank's first priority  security  interest in the Collateral to
change.

     7.6 Investments;  Distributions.  (i) Directly or indirectly acquire or own
         ---------------------------
any  Person,  or  make  any  Investment  in any  Person,  other  than  Permitted
Investments,  or  permit  any of its  Subsidiaries  to do so;  or  (ii)  pay any
dividends or make any distribution or payment or redeem,  retire or purchase any
capital stock, except to existing holders of preferred stock and for repurchases
of stock from former  employees  or  directors  of  Borrower  under the terms of
applicable  repurchase  agreements  in an  aggregate  amount not to exceed FIFTY
THOUSAND DOLLARS ($50,000) in the aggregate in any fiscal year, provided that no
Event of Default has occurred,  is continuing or would exist after giving effect
to the repurchases.

     7.7 Transactions  with  Affiliates.  Directly or indirectly enter or permit
         ------------------------------
any material transaction with any Affiliate, except transactions that are in the
ordinary course of Borrower's business, on terms less favorable to Borrower than
would be obtained in an arm's length transaction with a non-affiliated Person.



                                       6
<PAGE>

     7.8 Subordinated Debt. Make or permit any payment on any Subordinated Debt,
         -----------------
except under the terms of the  Subordinated  Debt, or amend any provision in any
document  relating  to the  Subordinated  Debt,  without  Bank's  prior  written
consent.

     7.9 Compliance.   Undertake as one of its  important  activities  extending
         ----------
credit to purchase or carry margin stock, or use the proceeds of any Advance for
that purpose;  fail to meet the minimum funding  requirements of ERISA, permit a
Reportable Event or Prohibited Transaction,  as defined in ERISA, to occur; fail
to comply with the Federal Fair Labor  Standards Act or violate any other law or
regulation,  if the violation could have a material adverse effect on Borrower's
business or operations or cause a Material Adverse Change,  or permit any of its
Subsidiaries to do so.

8.   EVENTS OF DEFAULT
     -----------------

     Any one of the following is an Event of Default:

     8.1 Payment  Default.  Borrower fails to pay any of the Obligations  within
         ----------------
three (3) days after their due date. During the additional period the failure to
cure the default is not an Event of Default (but no Advances will be made during
the cure period);

     8.2 Covenant Default. Borrower does not perform any obligation in Section 6
         ----------------
or violates  any  covenant in Article 7 or does not perform or observe any other
material term, condition or covenant in this Agreement,  any Loan Documents,  or
in any agreement  between  Borrower and Bank and as to any default under a term,
condition or covenant  that can be cured,  has not cured the default  within ten
(10) days after it occurs,  or if the  default  cannot be cured  within ten (10)
days or cannot be cured  after  Borrower's  attempts in the ten (10) day period,
and the default may be cured  within a  reasonable  time,  then  Borrower has an
additional  time,  (of not more than  thirty  (30)  days) to attempt to cure the
default.  During the additional period the failure to cure the default is not an
Event of Default (but no Credit Extensions will be made during the cure period);

     8.3 Material  Adverse  Change.  A material  impairment in the perfection or
         -------------------------
priority of Bank's  security  interest in the Collateral or in the value of such
Collateral  which  is  not  covered  by  adequate   insurance  occurs;  or  Bank
determines,  based  upon  information  available  to it and  in  its  reasonable
judgment,  that there is a  reasonable  likelihood  that  Borrower  will fail to
comply with one or more of the financial  covenants in Section 6 during the next
succeeding financial reporting period;

     8.4 Attachment.  (i) Any material portion of Borrower's assets is attached,
         ----------
seized,  levied on, or comes into  possession  of a trustee or receiver  and the
attachment,  seizure or levy is not removed in ten (10) days;  (ii)  Borrower is
enjoined,  restrained,  or prevented  by court order from  conducting a material
part of its  business;  (iii) a  judgment  or other  claim  becomes  a Lien on a
material  portion  of  Borrower's  assets;  or (iv) a notice of lien,  levy,  or
assessment is filed against any of Borrower's  assets by any  government  agency
and not paid within ten (10) days after Borrower receives notice.  These are not
Events of Default if stayed or if a bond is posted  pending  contest by Borrower
(but no Advances will be made during the cure period);



                                       7
<PAGE>

     8.5 Insolvency.  (i) Borrower  becomes  insolvent;  (ii) Borrower begins an
         ----------
Insolvency  Proceeding;  or  (iii) an  Insolvency  Proceeding  is begun  against
Borrower  and not  dismissed  or stayed  within  sixty  (60) days (but no Credit
Extensions will be made before any Insolvency Proceeding is dismissed);

     8.6 Misrepresentations. If Borrower or any Person acting for Borrower makes
         ------------------
any  material  misrepresentation  or material  misstatement  now or later in any
warranty or representation  in this Agreement or in any communication  delivered
to Bank or to induce Bank to enter this Agreement or any Loan Document.

9.   BANK'S RIGHTS AND REMEDIES
     --------------------------

     9.1 Rights and Remedies. When an Event of Default occurs and continues Bank
         -------------------
may, without notice or demand, do any or all of the following:

         (a)  Declare all  Obligations  immediately  due and payable  (but if an
Event of Default described in Section 8.5 occurs all Obligations are immediately
due and payable without any action by Bank);

         (b)  Stop advancing  money or extending  credit for Borrower's  benefit
under this Agreement or under any other agreement between Borrower and Bank;

         (c)  Settle or adjust disputes and claims directly with account debtors
for amounts, on terms and in any order that Bank considers advisable;

         (d)  Make  any  payments  and  do any acts it  considers  necessary  or
reasonable  to protect its security  interest in the  Collateral.  Borrower will
assemble  the  Collateral  if  Bank  requests  and  make  it  available  as Bank
designates.  Bank may enter premises  where the Collateral is located,  take and
maintain possession of any part of the Collateral,  and pay, purchase,  contest,
or  compromise  any Lien which  appears to be prior or superior to its  security
interest and pay all expenses incurred.  Borrower grants Bank a license to enter
and occupy any of its premises, without charge, to exercise any of Bank's rights
or remedies;

         (e)  Apply to the Obligations any (i) balances and deposits of Borrower
it holds,  or (ii) any  amount  held by Bank  owing to or for the  credit or the
account of Borrower;

         (f)  Ship, reclaim,  recover, store, finish, maintain,  repair, prepare
for sale, advertise for sale, and sell the Collateral; and

         (g)  Dispose of the Collateral according to the Code.

     9.2 Power of  Attorney.  When an Event of  Default  occurs  and  continues,
         ------------------
Borrower  irrevocably  appoints  Bank as its lawful  attorney  to:  (i)  endorse
Borrower's  name on any checks or other forms of payment or security;  (ii) sign
Borrower's  name on any  invoice  or bill of lading  for any  Account  or drafts
against  account  debtors,  (iii)  make,  settle,  and adjust  all claims  under
Borrower's insurance policies;  (iv) settle and adjust disputes and claims about
the  Accounts  directly  with  account  debtors,  for  amounts and on terms Bank
determines reasonable;  and (v) transfer the Collateral into the name of Bank or
a third party as the Code  permits.  Bank may  exercise the power of attorney to
sign Borrower's name on any documents necessary to perfect



                                       8
<PAGE>

or continue the  perfection  of any security  interest  regardless of whether an
Event of Default has occurred.  Bank's  appointment  as  Borrower's  attorney in
fact,  and all of Bank's  rights  and  powers,  coupled  with an  interest,  are
irrevocable  until all  Obligations  have been fully  repaid and  performed  and
Bank's obligation to provide Credit Extensions terminates.

     9.3 Accounts  Collection.  When an Event of Default  occurs and  continues,
         --------------------
Bank may notify any Person owing Borrower money of Bank's  security  interest in
the funds and  verify the  amount of the  Account.  Borrower  must  collect  all
payments in trust for Bank and, if  requested by Bank,  immediately  deliver the
payments  to Bank in the form  received  from the  account  debtor,  with proper
endorsements for deposit.

     9.4 Bank  Expenses.  If  Borrower  fails to pay any amount or  furnish  any
         --------------
required  proof of  payment  to third  persons  Bank may make all or part of the
payment or obtain  insurance  policies  required  in Section  6.5,  and take any
action under the policies Bank deems prudent.  Any amounts paid by Bank are Bank
Expenses  and  immediately  due  and  payable,  bearing  interest  at  the  then
applicable rate and secured by the Collateral. No payments by Bank are deemed an
agreement to make similar  payments in the future or Bank's  waiver of any Event
of Default.

     9.5 Bank's  Liability for  Collateral.  If Bank  complies  with  reasonable
         ---------------------------------
banking  practices,  it is not liable or responsible for: (a) the safekeeping of
the Collateral;  (b) any loss or damage to the Collateral; (c) any diminution in
the  value  of  the  Collateral;  or (d)  any  act or  default  of any  carrier,
warehouseman,  bailee, or other person.  Borrower bears all risk of loss, damage
or destruction of the Collateral.

     9.6 Remedies  Cumulative.  Bank's rights and remedies under this Agreement,
         --------------------
the Loan Documents, and all other agreements are cumulative. Bank has all rights
and remedies  provided under the Code, by law, or in equity.  Bank's exercise of
one  right or  remedy  is not an  election,  and  Bank's  waiver of any Event of
Default is not a continuing waiver.  Bank's delay is not a waiver,  election, or
acquiescence.  No waiver  is  effective  unless  signed by Bank and then is only
effective for the specific instance and purpose for which it was given.

     9.7 Demand Waiver.  Borrower waives demand,  notice of default or dishonor,
         -------------
notice of payment and nonpayment, notice of any default, nonpayment at maturity,
release, compromise,  settlement,  extension, or renewal of accounts, documents,
instruments,  chattel paper,  and  guaranties  held by Bank on which Borrower is
liable.

10.  NOTICES
     -------

      All notices or demands by any party to this Agreement or any other related
agreement must be in writing and be personally delivered or sent by an overnight
delivery service, by certified mail, postage prepaid,  return receipt requested,
or by  telefacsimile at the addresses listed at the beginning of this Agreement.
A party may change its notice address by giving the other party written notice.



                                       9
<PAGE>

11.  CHOICE OF LAW , VENUE AND JURY TRIAL WAIVER
     -------------------------------------------

     Pennsylvania law governs the Loan Documents without regard to principles of
conflicts of law. Borrower and Bank each submit to the exclusive jurisdiction of
the State and Federal courts in Pennsylvania,  provided, however that if for any
reason Bank cannot avail itself of the courts of Pennsylvania,  Borrower accepts
jurisdiction of the courts and venue in Santa Clara County, California.

     BORROWER  AND BANK EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM
     OR CAUSE OF ACTION  ARISING OUT OF OR BASED UPON THIS  AGREEMENT,  THE
     LOAN DOCUMENTS OR ANY CONTEMPLATED  TRANSACTION,  INCLUDING  CONTRACT,
     TORT,  BREACH OF DUTY AND ALL OTHER CLAIMS.  THIS WAIVER IS A MATERIAL
     INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS  AGREEMENT.  EACH PARTY
     HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.

12.  GENERAL PROVISIONS
     ------------------

     12.1 Successors and Assigns. This Agreement binds and is for the benefit of
          ----------------------
the successors and permitted assigns of each party. Borrower may not assign this
Agreement or any rights or  Obligations  under it without  Bank's prior  written
consent  which may be granted or  withheld  in Bank's  discretion.  Bank has the
right,  without  the  consent  of or  notice  to  Borrower,  to sell,  transfer,
negotiate,  or grant  participation  in all or any part of, or any  interest in,
Bank's obligations, rights and benefits under this Agreement, the Loan Documents
or any related agreement.

     12.2  Indemnification.  Borrower will  indemnify,  defend and hold harmless
           ---------------
Bank and its  officers,  employees  and  agents  against:  (a) all  obligations,
demands,  claims, and liabilities asserted by any other party in connection with
the transactions  contemplated by the Loan Documents; and (b) all losses or Bank
Expenses  incurred,  or  paid by  Bank  from,  following,  or  consequential  to
transactions between Bank and Borrower (including reasonable attorneys' fees and
expenses),  except  for  losses  caused by Bank's  gross  negligence  or willful
misconduct.

     12.3  Time of Essence.  Time is of the essence for the  performance  of all
           ---------------
Obligations in this Agreement.

     12.4  Severability  of  Provision.  Each  provision  of this  Agreement  is
           ---------------------------
severable from every other  provision in determining the  enforceability  of any
provision.

     12.5  Amendments in Writing, Integration.  All amendments to this Agreement
           ----------------------------------
must be in writing signed by both Bank and Borrower. This Agreement and the Loan
Documents  represent  the  entire  agreement  about  this  subject  matter,  and
supersedes  prior or  contemporaneous  negotiations or agreements.  All prior or
contemporaneous  agreements,  understandings,  representations,  warranties, and
negotiations  between the parties about the subject matter of this Agreement and
the Loan Documents merge into this Agreement and the Loan Documents.

     12.6  Counterparts.  This  Agreement  may  be  executed  in any  number  of
           ------------
counterparts and by different parties on separate  counterparts,  each of which,
when executed and delivered,  are an original,  and all taken together,  are one
Agreement.


                                       10
<PAGE>

     12.7  Survival.  All covenants, representations and warranties made in this
           --------
Agreement continue in full force while any Obligations remain  outstanding.  The
obligations of Borrower in Section 12.2 to indemnify Bank will survive until all
statutes of limitations for actions that may be brought against Bank have run.

     12.8  Confidentiality. In handling any confidential information,  Bank will
           ---------------
exercise  the same  degree of care  that it  exercises  for its own  proprietary
information,   but  disclosure  of  information  may  be  made:  (i)  to  Bank's
subsidiaries  or  affiliates in  connection  with their  present or  prospective
business relations with Borrower;  (ii) to prospective transferees or purchasers
of any interest in the Loans; (iii) as required by law, regulation, subpoena, or
other order,  (iv) as required in connection  with Bank's  examination or audit;
and  (v) as  Bank  considers  appropriate  in  exercising  remedies  under  this
Agreement.  Confidential  information does not include  information that either:
(a) is in the public domain or in Bank's  possession  when disclosed to Bank, or
becomes part of the public domain after  disclosure to Bank; or (b) is disclosed
to Bank by a third  party,  if Bank  does  not  know  that  the  third  party is
prohibited from disclosing the information.

     12.9  Attorneys' Fees,  Costs and  Expenses.   In any action or  proceeding
           -------------------------------------
between  Borrower and Bank  arising out of the Loan  Documents,  the  prevailing
party will be entitled to recover its reasonable attorneys' fees and other costs
and  expenses  incurred,  in  addition  to any  other  relief to which it may be
entitled, whether or not a lawsuit is filed.

13.  DEFINITIONS
     -----------

     13.1  Definitions.
           -----------

     "Accounts" are all existing and later arising  accounts,  contract  rights,
and other  obligations  owed  Borrower in  connection  with its sale or lease of
goods  (including  licensing  software  and other  technology)  or  provision of
services, all credit insurance,  guaranties,  other security and all merchandise
returned or reclaimed by Borrower and  Borrower's  Books  relating to any of the
foregoing.

     "Advance" or "Advances" is a loan advance (or advances) under the Committed
Revolving Line.

     "Affiliate"  of a Person is a Person  that  owns or  controls  directly  or
indirectly the Person,  any Person that controls or is controlled by or is under
common  control  with the Person,  and each of that  Person's  senior  executive
officers,  directors,  partners and, for any Person that is a limited  liability
company, that Person's managers and members.

     "Bank  Expenses"  are all audit fees and expenses and  reasonable  costs or
expenses  (including  reasonable  attorneys'  fees and expenses) for  preparing,
negotiating,   administering,   defending  and  enforcing  the  Loan   Documents
(including appeals or Insolvency Proceedings).

     "Borrower's  Books" are all Borrower's books and records including ledgers,
records  regarding  Borrower's assets or liabilities,  the Collateral,  business
operations  or financial  condition  and all  computer  programs or discs or any
equipment containing the information.



                                       11
<PAGE>

     "Borrowing  Base" is seventy five percent  (75%) of Eligible  Accounts,  as
determined by Bank from Borrower's most recent Borrowing Base Certificate.

     "Business Day" is any day that is not a Saturday,  Sunday or a day on which
the Bank is closed.

     "Closing Date" is the date of this Agreement.

     "Code" is the Pennsylvania Uniform Commercial Code.

     "Collateral" is the property described on Exhibit A.
                                               ---------

     "Committed  Revolving  Line" is a Credit  Extension of $250,000,  provided,
however, from and after such times as Borrower achieves EBITDA exceeding $75,000
for two  (2)  consecutive  fiscal  quarters  and at all  times  thereafter,  the
Committed Revolving Line shall mean a Credit Extension of up to $500,000.

     "Contingent  Obligation"  is,  for  any  Person,  any  direct  or  indirect
liability,  contingent or not, of that Person for (i) any  indebtedness,  lease,
dividend,  letter of credit or other obligation of another such as an obligation
directly or indirectly guaranteed,  endorsed,  co-made,  discounted or sold with
recourse by that  Person,  or for which that  Person is  directly or  indirectly
liable;  (ii) any  obligations  for undrawn letters of credit for the account of
that  Person;  and (iii) all  obligations  from any interest  rate,  currency or
commodity  swap  agreement,  interest  rate cap or  collar  agreement,  or other
agreement or arrangement  designated to protect a Person against  fluctuation in
interest rates,  currency  exchange rates or commodity  prices;  but "Contingent
Obligation"  does not include  endorsements  in the ordinary course of business.
The amount of a Contingent  Obligation is the stated or determined amount of the
primary  obligation  for  which  the  Contingent  Obligation  is made or, if not
determinable,  the maximum reasonably anticipated liability for it determined by
the Person in good  faith;  but the  amount  may not  exceed the  maximum of the
obligations under the guarantee or other support arrangement.

     "Copyrights" are all copyright  rights,  applications or registrations  and
like  protections  in each  work  or  authorship  or  derivative  work,  whether
published  or not (whether or not it is a trade  secret) now or later  existing,
created, acquired or held.

     "Credit Extension" is each Advance or any other extension of credit by Bank
for Borrower's benefit.

     "Current  Assets"  are  amounts  that under GAAP should be included on that
date as current assets on Borrower's consolidated balance sheet.

     "Current   Liabilities"  are  the  aggregate  amount  of  Borrower's  Total
Liabilities which mature within one (1) year.



                                       12
<PAGE>

     "EBITDA" means as to the Borrower for any period of determination  thereof,
the sum of (a) the net  profit  (or loss)  determined  in  accordance  with GAAP
consistently applied, plus (b) interest expense and tax expense for such period,
plus (c)  depreciation  and  amortization of assets for such period,  minus, all
dividends, withdrawals and non cash income.

     "Eligible  Accounts"  are  Accounts in the  ordinary  course of  Borrower's
business that meet all Borrower's representations and warranties in Section 5.2;
but Bank may change  eligibility  standards by giving  Borrower thirty (30) days
prior written notice. Unless Bank agrees otherwise in writing, Eligible Accounts
will not include:

          (a) Accounts  that the account  debtor has not paid within ninety (90)
days of invoice date;

          (b) Accounts for an account  debtor,  fifty  percent  (50%) or more of
whose Accounts have not been paid within ninety (90) days of invoice date;

          (c) Credit balances over ninety (90) days from invoice date;

          (d) Accounts for an account debtor, including Affiliates,  whose total
obligations to Borrower exceed  twenty-five  percent (25%) of all Accounts,  for
the amounts that exceed that percentage, unless Bank approves in writing;

          (e) Accounts for which the account  debtor does not have its principal
place of business in the United States;

          (f) Accounts for which the account debtor is a federal, state or local
government entity or any department, agency, or instrumentality;

          (g) Accounts for which Borrower owes the account  debtor,  but only up
to the amount  owed  (sometimes  called  "contra"  accounts,  accounts  payable,
customer deposits or credit accounts);

          (h) Accounts for demonstration or promotional  equipment,  or in which
goods are consigned,  sales guaranteed,  sale or return, sale on approval,  bill
and hold, or other terms if account debtor's payment may be conditional;

          (i) Accounts  for which the account  debtor is  Borrower's  Affiliate,
officer, employee, or agent;

          (j) Accounts in which the account debtor  disputes  liability or makes
any claim and Bank believes there may be a basis for dispute (but only up to the
disputed  or  claimed  amount),  or if  the  Account  Debtor  is  subject  to an
Insolvency Proceeding, or becomes insolvent, or goes out of business;

          (k) Accounts for which Bank  reasonably  determines  collection  to be
doubtful.

     "Equipment"  is  all  present  and  future  machinery,   equipment,  tenant
improvements,  furniture,  fixtures,  vehicles,  tools, parts and attachments in
which Borrower has any interest.



                                       13
<PAGE>

     "ERISA" is the Employment  Retirement  Income Security Act of 1974, and its
regulations.

     "GAAP" is generally accepted accounting principles.

     "Indebtedness" is (a) indebtedness for borrowed money or the deferred price
of property or services,  such as reimbursement and other obligations for surety
bonds and  letters  of  credit,  (b)  obligations  evidenced  by  notes,  bonds,
debentures  or  similar  instruments,  (c)  capital  lease  obligations  and (d)
Contingent Obligations.

     "Insolvency  Proceeding"  is any  proceeding by or against any Person under
the United States  Bankruptcy  Code, or any other  bankruptcy or insolvency law,
including  assignments  for the benefit of creditors,  compositions,  extensions
generally  with  its   creditors,   or   proceedings   seeking   reorganization,
arrangement, or other relief.

     "Intellectual Property" is:

          (a)  Copyrights,   Trademarks,   Patents,  and  Mask  Works  including
amendments,  renewals,  extensions,  and all licenses or other rights to use and
all license fees and royalties from the use;

          (b) Any trade secrets and any Intellectual Property Rights in computer
software and computer software products now or later existing, created, acquired
or held;

          (c) All design  rights which may be available to Borrower now or later
created, acquired or held;

          (d) Any claims for damages (past,  present or future) for infringement
of any of the rights above,  with the right, but not the obligation,  to sue and
collect  damages for use or  infringement  of the  intellectual  property rights
above;

     All  proceeds  and  products of the  foregoing,  including  all  insurance,
indemnity or warranty payments.

     "Inventory"  is present  and future  inventory  in which  Borrower  has any
interest,  including merchandise,  raw materials,  parts, supplies,  packing and
shipping  materials,  work in process and finished products intended for sale or
lease  or to be  furnished  under a  contract  of  service,  of  every  kind and
description  now or later  owned by or in the custody or  possession,  actual or
constructive, of Borrower, including inventory temporarily out of its custody or
possession or in transit and including returns on any accounts or other proceeds
(including  insurance  proceeds)  from  the  sale or  disposition  of any of the
foregoing and any documents of title.

     "Investment" is any beneficial  ownership of (including stock,  partnership
interest  or other  securities)  any  Person,  or any loan,  advance  or capital
contribution to any Person.

     "Lien"  is a  mortgage,  lien,  deed of  trust,  charge,  pledge,  security
interest or other encumbrance.

     "Loan Documents" are, collectively,  this Agreement, the Note, any note, or
notes or  guaranties  executed  by  Borrower,  and any other  present  or future
agreement between


                                       14
<PAGE>

Borrower and/or for the benefit of Bank in connection  with this Agreement,  all
as amended, extended or restated.

     "Material Adverse Change" has been defined in Section 8.3 hereof.

     "Maturity Date" is the Revolving Maturity Date.

     "Note" means that certain  Revolving  Promissory Note of even date herewith
from the Borrower in favor of the Bank as the same may be amended, supplemented,
restated or modified from time to time.

     "Obligations"  are debts,  principal,  interest,  Bank  Expenses  and other
amounts Borrower owes Bank now or later, including letters of credit and foreign
exchange  contracts,  if any, and including  interest  accruing after Insolvency
Proceedings begin and debts, liabilities, or obligations of Borrower assigned to
Bank.

     "Patents" are patents, patent applications and like protections,  including
improvements,  divisions,  continuations,  renewals,  reissues,  extensions  and
continuations-in-part of the same.

     "Permitted Indebtedness" is:

           (a) Borrower's indebtedness  to Bank under this Agreement or the Loan
Documents;

           (b) Indebtedness existing  on  the  Closing  Date  and  shown  on the
Schedule;

           (c) Subordinated Debt;

           (d) Indebtedness to  trade creditors incurred in the ordinary  course
of business; and

           (e) Indebtedness secured by Permitted Liens;

           (f) Indebtedness  of  Borrower  to  any  Subsidiary  and   Contingent
Obligations of any Subsidiary with respect to obligations of Borrower  (provided
that the primary obligations are not prohibited hereby), and Indebtedness of any
Subsidiary to any other Subsidiary and Contingent  Obligations of any Subsidiary
with respect to obligations of any other  Subsidiary  (provided that the primary
obligations are not prohibited hereby);

           (g) Other  Indebtedness  not otherwise  permitted  by Section 7.4 not
exceeding  FIFTY  THOUSAND  and 00/100  DOLLARS  ($50,000.00)  in the  aggregate
outstanding at any time; and

           (h) Extensions,    refinancings,    modifications,   amendments   and
restatements  of any items of  Permitted  Indebtedness  (a)  through  (f) above,
provided that the principal amount thereof is not increased or the terms thereof
are  not  modified  to  impose  more  burdensome  terms  upon  Borrower  or  its
Subsidiary, as the case may be.

                                       15
<PAGE>

     "Permitted Investments" are:

          (a) Investments  shown on  the  Schedule  and  existing on the Closing
Date; and

          (b) marketable direct obligations issued or unconditionally guaranteed
by the  United  States or its agency or any State  maturing  within one (1) year
from its  acquisition,  (ii) commercial paper maturing no more than one (1) year
after its creation and having the highest  rating from either  Standard & Poor's
Corporation or Moody's Investors Service, Inc., and (iii) Bank's certificates of
deposit  issued  maturing  no more than one (1) year after  issue,  and (iv) any
Investments  permitted by Borrower's  investment policy, as amended from time to
time,  provided that such investment policy (and any such amendment thereto) has
been approved by Bank;

          (c) Investments   consisting  of   the   endorsement   of   negotiable
instruments  for deposit or collection or similar  transactions  in the ordinary
course of Borrower;

          (d) Investments  accepted in connection  with Transfers  permitted  by
Section 7.1;

          (e) Investments  of  Subsidiaries  in  or  to  other  Subsidiaries  or
Borrower  and  Investments  by  Borrower  in  Subsidiaries  not to exceed  FIFTY
THOUSAND and 00/100 DOLLARS ($50,000.00) in the aggregate in any fiscal year

          (f) Investments  consisting  of  (i)  travel  advances  and   employee
relocation loans and other employee loans and advances in the ordinary course of
business,  and (ii) loans to  employees,  officers or directors  relating to the
purchase  of equity  securities  of  Borrower  or its  Subsidiaries  pursuant to
employee  stock  purchase  plans or agreements  approved by Borrower's  Board of
Directors

          (g) Investments  (including debt  obligations)  received in connection
with  the  bankruptcy  or  reorganization  of  customers  or  suppliers  and  in
settlement of delinquent  obligations of, and other disputes with,  customers or
suppliers arising in the ordinary course of business;

          (h) Investments   consisting  of  notes   receivable  of,  or  prepaid
royalties  and other credit  extensions,  to customers and suppliers who are not
Affiliates, in the ordinary course of business; provided that this paragraph (h)
shall not apply to Investments of Borrower in any Subsidiary;

          (i) Joint ventures or strategic alliances  consisting of the licensing
of  technology,  the  development  of  technology  or the providing of technical
support,  provided  that any cash  investments  by Borrower do not exceed  FIFTY
THOUSAND and 00/100  DOLLARS  ($50,000.00)  in the aggregate in any fiscal year;
and

          (j) Other  Investments  not  otherwise  permitted  by Section  7.7 not
exceeding  FIFTY  THOUSAND  and 00/100  DOLLARS  ($50,000.00)  in the  aggregate
outstanding at any time.

                                       16
<PAGE>

     "Permitted Liens" are:

          (a) Liens  existing on the Closing  Date and shown on the  Schedule or
arising under this Agreement or other Loan Documents;

          (b) Liens for taxes, fees,  assessments or other government charges or
levies,  either not  delinquent  or being  contested in good faith and for which
Borrower maintains adequate reserves on its Books, if they have no priority over
any of Bank's security interests;

          (c) Purchase money Liens (i) on Equipment acquired or held by Borrower
or its Subsidiaries incurred for financing the acquisition of the Equipment,  or
(ii)  existing  on  equipment  when  acquired,  if the Lien is  confined  to the
property and improvements and the proceeds of the equipment;

          (d) Leases or  subleases  and licenses or  sublicenses  granted in the
ordinary course of Borrower's business, if the leases,  subleases,  licenses and
sublicenses permit granting Bank a security interest;

          (e) Liens  incurred in the  extension,  renewal or  refinancing of the
indebtedness  secured by Liens  described in (a) through (c), but any extension,
renewal or  replacement  Lien must be limited to the property  encumbered by the
existing Lien and the principal amount of the indebtedness may not increase;

          (f) Liens  arising  from   judgments,   decrees   or   attachments  in
circumstances not constituting an Event of Default under Section 8.4 or 8.7;

          (g) Liens  in  favor  of  other  financial  institutions  arising   in
connection with Borrower's deposit accounts held at such institutions,  provided
that Bank has a perfected  security interest in the amounts held in such deposit
accounts; and

          (h) Other Liens not described  above arising in the ordinary course of
business  and not having or not  reasonably  likely to have a  material  adverse
effect on Borrower and its Subsidiaries taken as a whole.

     "Person"  is any  individual,  sole  proprietorship,  partnership,  limited
liability company, joint venture, company, trust,  unincorporated  organization,
association,  corporation,  institution, public benefit corporation, firm, joint
stock company, estate, entity or government agency.

     "Prime Rate" is Bank's most recently  announced "prime rate," even if it is
not Bank's lowest rate.

     "Quick Assets" is, on any date, the Borrower's  consolidated,  unrestricted
cash, cash  equivalents,  total trade accounts  receivable and investments  with
maturities of less than twelve (12) months determined according to GAAP.

     "Responsible   Officer"  is  each  of  the  Chief  Executive  Officer,  the
President, the Chief Financial Officer and the Controller of Borrower.

     "Revolving Maturity Date" is August 5, 2000.

                                       17
<PAGE>

     "Schedule" is any attached schedule of exceptions.

     "Subordinated Debt" is debt incurred by Borrower subordinated to Borrower's
debt to Bank (and identified as subordinated by Borrower and Bank).

     "Subsidiary" is for any Person, joint venture, or any other business entity
of which  more than fifty  percent  (50%) of the  voting  stock or other  equity
interests is owned or controlled,  directly or indirectly,  by the Person or one
or more Affiliates of the Person.

     "Tangible  Net Worth" is, on any date,  the  consolidated  total  assets of
Borrower  and its  Subsidiaries  minus,  (i)  any  amounts  attributable  to (a)
                                 -----
goodwill,  (b) intangible  items such as unamortized  debt discount and expense,
Patents,  trade and  service  marks  and  names,  Copyrights  and  research  and
development  expenses  except  prepaid  expenses,  and (c)  reserves not already
deducted from assets, and (ii) Total Liabilities plus Subordinated Debt.
                      ---

     "Total Liabilities" is on any day,  obligations that should, under GAAP, be
classified as liabilities on Borrower's  consolidated  balance sheet,  including
all Indebtedness,  and current portion Subordinated Debt allowed to be paid, but
excluding all other Subordinated Debt.

     "Trademarks"  are  trademark  and service mark rights,  registered  or not,
applications to register and registrations and like protections,  and the entire
goodwill of the business of Borrower connected with the trademarks.

                         [SIGNATURES BEGIN ON NEXT PAGE]




                                       18
<PAGE>

BORROWER:                                  BANK:

BIO-IMAGING TECHNOLOGIES, INC.,            SILICON VALLEY BANK,
 a Delaware corporation                    a California chartered bank
   --------


By: /s/ Robert J. Phillips                 By:  /s/ Ash R. Lilani
   ------------------------------------        -------------------------------
Print Name: Robert J. Phillips                 Ash R. Lilani
Title: Vice President & Chief Financial        Senior Vice President
         Officer


                                           SILICON VALLEY BANK


                                           By:
                                              --------------------------------
                                                Name:
                                                Title:


                                       19
<PAGE>

                                    EXHIBIT A
                                    ---------

                            DESCRIPTION OF COLLATERAL
                            -------------------------


     The Collateral  consists of all of Borrower's right,  title and interest in
and to the following:

     All goods and equipment now owned or hereafter acquired, including, without
limitation,  all machinery,  fixtures,  vehicles  (including  motor vehicles and
trailers),  and any  interest  in any of the  foregoing,  and  all  attachments,
accessories,   accessions,   replacements,    substitutions,    additions,   and
improvements to any of the foregoing, wherever located;

     All  inventory,  now  owned  or  hereafter  acquired,   including,  without
limitation,  all  merchandise,  raw  materials,  parts,  supplies,  packing  and
shipping  materials,  work in  process  and  finished  products  including  such
inventory  as is  temporarily  out of  Borrower's  custody or  possession  or in
transit and including any returns upon any accounts or other proceeds, including
insurance  proceeds,  resulting  from  the  sale  or  disposition  of any of the
foregoing and any documents of title representing any of the above;

     All  contract  rights  and  general  intangibles  now  owned  or  hereafter
acquired,  including, without limitation,  goodwill,  trademarks,  servicemarks,
trade  styles,  trade  names,  patents,  patent  applications,  leases,  license
agreements,   franchise  agreements,   blueprints,  drawings,  purchase  orders,
customer lists, route lists, infringements,  claims, computer programs, computer
discs, computer tapes, literature,  reports, catalogs, design rights, income tax
refunds, payments of insurance and rights to payment of any kind;

     All  now  existing  and  hereafter  arising   accounts,   contract  rights,
royalties,  license rights and all other forms of obligations  owing to Borrower
arising out of the sale or lease of goods,  the  licensing of  technology or the
rendering of services by Borrower, whether or not earned by performance, and any
and all credit insurance,  guaranties,  and other security therefor,  as well as
all merchandise returned to or reclaimed by Borrower;

     All documents, cash, deposit accounts, securities, securities entitlements,
securities accounts,  investment property,  financial assets, letters of credit,
certificates  of deposit,  instruments  and chattel paper now owned or hereafter
acquired and Borrower's Books relating to the foregoing;

     All copyright rights,  copyright applications,  copyright registrations and
like protections in each work of authorship and derivative work thereof, whether
published  or  unpublished,  now owned or hereafter  acquired;  all trade secret
rights,  including  all rights to  unpatented  inventions,  know-how,  operating
manuals, license rights and agreements and confidential  information,  now owned
or  hereafter  acquired;  all mask  work or  similar  rights  available  for the
protection of semiconductor  chips, now owned or hereafter acquired;  all claims
for damages by way of any past,  present and future  infringement  of any of the
foregoing; and



                                       20
<PAGE>

     All  Borrower's  Books  relating to the  foregoing  and any and all claims,
rights and interests in any of the above and all  substitutions  for,  additions
and accessions to and proceeds thereof.




                                       21
<PAGE>

                                    EXHIBIT B
                                    ---------

                   LOAN PAYMENT/ADVANCE TELEPHONE REQUEST FORM
                   -------------------------------------------

              DEADLINE FOR SAME DAY PROCESSING IS 3:00 P.M., E.S.T.


TO:  CENTRAL CLIENT SERVICE DIVISION                  DATE:
                                                           -----------------
FAX#:  (   )    -                                     TIME:
        ---  --- ----                                      -----------------
--------------------------------------------------------------------------------

FROM:
     ---------------------------------------------------------------------------
                             CLIENT NAME (BORROWER)

REQUESTED BY:
             -------------------------------------------------------------------
                            AUTHORIZED SIGNER'S NAME

AUTHORIZED SIGNATURE:
                     -----------------------------------------------------------

PHONE NUMBER:
             -------------------------------------------------------------------

FROM ACCOUNT #                            TO ACCOUNT #
              -------------------------                -------------------------

REQUESTED TRANSACTION TYPE                REQUEST DOLLAR AMOUNT
--------------------------                ---------------------

PRINCIPAL INCREASE (ADVANCE)              $
                                           -------------------------------------
PRINCIPAL PAYMENT (ONLY)                  $
                                           -------------------------------------
INTEREST PAYMENT (ONLY)                   $
                                           -------------------------------------
PRINCIPAL AND INTEREST (PAYMENT)          $
                                           -------------------------------------

OTHER INSTRUCTIONS:
                   -------------------------------------------------------------
--------------------------------------------------------------------------------

All Borrower's representations and warranties in the Loan and Security Agreement
are true,  correct  and  complete  in all  material  respects on the date of the
telephone request for and Advance confirmed by this Borrowing  Certificate;  but
those  representations and warranties  expressly referring to another date shall
be  true,  correct  and  complete  in all  material  respects  as of that  date.



--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                                  BANK USE ONLY

TELEPHONE REQUEST:
------------------

The following  person is  authorized  to request the loan payment  transfer/loan
advance on the advance designated account and is known to me.

--------------------------------------            ------------------------------
         Authorized Requester                                Phone #

--------------------------------------            ------------------------------
           Received By (Bank)                                Phone #


                    ----------------------------------------
                           Authorized Signature (Bank)


--------------------------------------------------------------------------------
<PAGE>

                                    EXHIBIT C
                                    ---------

                           BORROWING BASE CERTIFICATE
                           --------------------------

================================================================================

Borrower:  BIO-IMAGING TECHNOLOGIES, INC.       Lender:   Silicon Valley Bank


Commitment Amount:  up to $500,000

================================================================================

ACCOUNTS RECEIVABLE

     1.   Accounts Receivable Book Value as of              $
                                              --------       -------------------
     2.   Additions (please explain on reverse)             $
                                                             -------------------
     3.   TOTAL ACCOUNTS RECEIVABLE                         $
                                                             -------------------

ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication)
     4.   Amounts over 90 days due                          $
                                                             -------------------
     5.   Balance of 50% over 90 day accounts               $
                                                             -------------------
     6.   Credit balances over 90 days                      $
                                                             -------------------
     7.   Concentration Limits                              $
                                                             -------------------
     8.   Foreign Accounts                                  $
                                                             -------------------
     9.   Governmental Accounts                             $
                                                             -------------------
     10.  Contra Accounts                                   $
                                                             -------------------
     11.  Promotion or Demo Accounts                        $
                                                             -------------------
     12.  Intercompany/Employee Accounts                    $
                                                             -------------------
     13.  Other (please explain on reverse)                 $
                                                             -------------------
     14.  TOTAL ACCOUNTS RECEIVABLE DEDUCTIONS              $
                                                             -------------------
     15.  Eligible Accounts (#3 minus #14)                  $
                                                             -------------------
     16.  LOAN VALUE OF ACCOUNTS ( 75% of #15)              $
                                                             -------------------

BALANCES
     17.  Maximum Loan Amount ($500,000 or $250,000)        $
                                                             -------------------
     18.  Total Funds Available [Lesser of #17 or #16]      $
                                                             -------------------
     19.  Present balance owing on Line of Credit           $
                                                             -------------------
     20.  Outstanding under Sublimits ( )                   $
                                                             -------------------
     21.  RESERVE POSITION (#17 minus #19 and #20)          $
                                                             -------------------

The undersigned represents and warrants that this is true, complete and correct,
and that the  information in this Borrowing Base  Certificate  complies with the
representations  and warranties in the Loan and Security  Agreement  between the
undersigned and Silicon Valley Bank.

COMMENTS:





By:
   -------------------------------
        Authorized Signer

<PAGE>

                                    EXHIBIT D
                                    ---------

                             COMPLIANCE CERTIFICATE
                             ----------------------


TO:        SILICON VALLEY BANK


FROM:      BIO-IMAGING TECHNOLOGIES, INC.


     The  undersigned  authorized  officer  of  BIO-IMAGING  TECHNOLOGIES,  INC.
certifies that under the terms and conditions of the Loan and Security Agreement
between  Borrower  and Bank  (the  "Agreement"),  (i)  Borrower  is in  complete
compliance  for the period ending                   with all required  covenants
                                  -----------------
except  as noted  below  and  (ii) all  representations  and  warranties  in the
Agreement are true and correct in all material  respects on this date.  Attached
are the required documents  supporting the certification.  The Officer certifies
that  these are  prepared  in  accordance  with  Generally  Accepted  Accounting
Principles  (GAAP)  consistently  applied  from one period to the next except as
explained in an accompanying letter or footnotes.  The Officer acknowledges that
no  borrowings  may be  requested  at any  time or date  of  determination  that
Borrower is not in compliance  with any of the terms of the Agreement,  and that
compliance is determined not just at the date this certificate is delivered.

  Please indicate compliance status by circling Yes/No under "Complies" column.

     Reporting Covenant              Required                     Complies
     ------------------              --------                     --------

     Monthly financial statements    Monthly within 30 days        Yes  No
     Annual (CPA Audited)            FYE within 90 days            Yes  No
     A/R Agings                      Monthly within 30 days        Yes  No
     10k and 10Q                     Within 5 days                 Yes  No

     Financial Covenant              Required         Actual      Complies
     ------------------              --------         ------      --------

     Maintain on a Monthly Basis:
      Minimum Quick Ratio            2.00:1.0              :1.0    Yes   No
                                                      -----
      Minimum Tangible Net Worth     $1,750,000       $            Yes   No
                                                       --------


                                               ---------------------------------
Comments Regarding Exceptions: See Attached.                BANK USE ONLY

                                               Received by:
                                                           ---------------------
Sincerely,                                                   AUTHORIZED SIGNER

                                               Date:
==========================================          ----------------------------
SIGNATURE
                                               Verified:
                                                        ------------------------
==========================================                AUTHORIZED SIGNER
TITLE
                                               Date:
                                                    ----------------------------
==========================================
DATE                                           Compliance Status:     Yes     No

                                               ---------------------------------
<PAGE>
                            REVOLVING PROMISSORY NOTE
                            -------------------------


$500,000                                                  Radnor, Pennsylvania
                                                               August 10, 1999


     FOR VALUE RECEIVED,  the  undersigned,  BIO-IMAGING  TECHNOLOGIES,  INC., a
Delware corporation  ("Borrower") promises to pay to the order of SILICON VALLEY
BANK, a  California-chartered  bank ("Bank"), at such place as the holder hereof
may  designate,  in lawful money of the United States of America,  the aggregate
unpaid principal amount of all advances ("Advances") made by Bank to Borrower in
accordance  with the terms and  conditions  of the Loan and  Security  Agreement
between  Borrower and Bank of even date  herewith,  as amended from time to time
(the  "Loan  Agreement"),  up to a  maximum  principal  amount  of Five  Hundred
Thousand  Dollars  ($500,000)  ("Principal  Sum"),  or so much thereof as may be
advanced or readvanced and remains  unpaid.  Borrower shall also pay interest on
the aggregate unpaid principal amount of such Advances, as follows:

     Commencing as of the date hereof and continuing  until repayment in full of
all sums due  hereunder,  the unpaid  Principal  Sum shall bear  interest at the
variable rate of interest,  per annum,  most  recently  announced by Bank as its
"prime rate,"  whether or not such  announced  rate is the lowest rate available
from Bank (the "Prime Rate"),  plus one and one half percent  (1.50%) per annum.
The rate of  interest  charged  under this Note  shall  change  immediately  and
contemporaneously  with any change in the Prime Rate. All interest payable under
the terms of this Note shall be  calculated  on the basis of a 360-day  year and
the actual number of days elapsed.

     The unpaid  Principal  Sum,  together with interest  thereon at the rate or
rates provided above, shall be payable as follows:

            (a) Interest  only on the unpaid  principal  amount shall be due and
payable monthly in arrears,  commencing September 5, 1999, and continuing on the
same day of each calendar month thereafter to maturity; and

            (b) Unless  sooner paid,  the unpaid  Principal  Sum,  together with
interest accrued and unpaid thereon,  shall be due and payable in full on August
5, 2000.

     The fact that the  balance  hereunder  may be  reduced to zero from time to
time pursuant to the Loan Agreement  will not affect the continuing  validity of
this  Note or the  Loan  Agreement,  and the  balance  may be  increased  to the
Principal Sum after any such reduction to zero.

     This Note is the "Note" described in the Loan Agreement, to which reference
is hereby made for a more complete  statement of the terms and conditions  under
which the loans and advances  evidenced hereby are made. This Note is secured as
provided  in the Loan  Agreement.



<PAGE>

All  capitalized  terms used  herein and not  otherwise  defined  shall have the
meanings given to such terms in the Loan Agreement.

     Borrower  irrevocably waives the right to direct the application of any and
all  payments  at any time  hereafter  received  by Bank  from or on  behalf  of
Borrower and  Borrower  irrevocably  agrees that Bank shall have the  continuing
exclusive  right to apply  any and all such  payments  against  the then due and
owing  obligations of Borrower as Bank may deem  advisable.  In the absence of a
specific  determination  by Bank with respect  thereto,  all  payments  shall be
applied in the following order: (a) then due and payable fees and expenses;  (b)
then due and payable interest payments and mandatory  prepayments;  and (c) then
due and payable principal payments and optional prepayments.

     Bank is hereby  authorized  by  Borrower  to  endorse  on Bank's  books and
records each Advance made by Bank under this Note and the amount of each payment
or  prepayment  of  principal of each such  Advance  received by Bank;  it being
understood,  however, that failure to make any such endorsement (or any error in
notation)  shall not affect the obligations of Borrower with respect to Advances
made  hereunder,  and  payments of  principal  by Borrower  shall be credited to
Borrower  notwithstanding  the  failure  to make a  notation  (or any  errors in
notation) thereof on such books and records.

     The occurrence of any one or more of the following  events shall constitute
an event of default (individually,  an "Event of Default" and collectively,  the
"Events of Default") under the terms of this Note:

            (a) The  failure  of  Borrower  to pay to Bank  when due any and all
amounts payable by Borrower to Bank under the terms of this Note,  which failure
continues for three (3) days; or

            (b) The occurrence of an event of default (as defined therein) under
the terms and conditions of any of the other Loan Documents.

     Upon the  occurrence  of an Event of  Default,  at the option of Bank,  all
amounts  payable  by  Borrower  to Bank  under  the  terms  of this  Note  shall
immediately  become  due and  payable  by  Borrower  to Bank  without  notice to
Borrower or any other person, and Bank shall have all of the rights, powers, and
remedies available under the terms of this Note, any of the other Loan Documents
and all  applicable  laws.  Borrower and all  endorsers,  guarantors,  and other
parties who may now or in the future be primarily or secondarily  liable for the
payment  of the  indebtedness  evidenced  by this Note  hereby  severally  waive
presentment,  protest  and demand,  notice of  protest,  notice of demand and of
dishonor and  non-payment of this Note and expressly agree that this Note or any
payment hereunder may be extended from time to time without in any way affecting
the liability of Borrower, guarantors and endorsers.


                                       2
<PAGE>

     Borrower  promises to pay all costs and expense of  collection of this Note
and to pay all reasonable  attorneys' fees incurred in such collection,  whether
or not there is a suit or action,  or in any suit or action to collect this Note
or in any appeal thereof.  Borrower waives presentment,  demand, protest, notice
of protest,  notice of  dishonor,  notice of  nonpayment,  and any and all other
notices and demands in  connection  with the delivery,  acceptance,  performance
default or  enforcement  of this Note,  as well as any  applicable  statutes  of
limitations.  No delay by Bank in exercising any power or right  hereunder shall
operate  as a waiver  of any power or right.  Time is of the  essence  as to all
obligations hereunder.

     This Note is issued pursuant to the Loan Agreement,  which shall govern the
rights and obligations of Borrower with respect to all obligations hereunder.

     Borrower  acknowledges  and agrees  that this Note shall be governed by the
laws  of  the  Commonwealth  of  Pennsylvania,   excluding   conflicts  of  laws
principles, even though for the convenience and at the request of Borrower, this
Note may be executed elsewhere.

     BORROWER  ACCEPTS  FOR  ITSELF  AND  IN  CONNECTION  WITH  ITS  PROPERTIES,
UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT OF
COMPETENT  JURISDICTION IN THE COMMONWEALTH OF PENNSYLVANIA IN ANY ACTION, SUIT,
OR PROCEEDING  OF ANY KIND,  AGAINST IT WHICH ARISES OUT OF OR BY REASON OF THIS
AGREEMENT; PROVIDED, HOWEVER, THAT IF FOR ANY REASON BANK CANNOT AVAIL ITSELF OF
THE COURTS OF  PENNSYLVANIA,  BORROWER  ACCEPTS  JURISDICTION  OF THE COURTS AND
VENUE IN SANTA CLARA  COUNTY,  CALIFORNIA.  BORROWER  AND BANK EACH HEREBY WAIVE
THEIR  RESPECTIVE  RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION  BASED
UPON OR  ARISING  OUT OF ANY OF THE LOAN  DOCUMENTS  OR ANY OF THE  TRANSACTIONS
CONTEMPLATED  THEREIN,  INCLUDING CONTRACT CLAIMS,  TORT CLAIMS,  BREACH OF DUTY
CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS.  EACH PARTY RECOGNIZES AND
AGREES THAT THE FOREGOING  WAIVER  CONSTITUTES A MATERIAL  INDUCEMENT  FOR IT TO
ENTER  INTO THIS  AGREEMENT.  EACH PARTY  REPRESENTS  AND  WARRANTS  THAT IT HAS
REVIEWED  THIS  WAIVER  WITH  ITS  LEGAL  COUNSEL  AND  THAT  IT  KNOWINGLY  AND
VOLUNTARILY  WAIVES  ITS JURY TRIAL  RIGHTS  FOLLOWING  CONSULTATION  WITH LEGAL
COUNSEL.



                                       3
<PAGE>

     IN WITNESS WHEREOF, Borrower has caused this Note to be executed under seal
by its duly authorized officers as of the date first written above.



WITNESS/ATTEST:                       BIO-IMAGING TECHNOLOGIES, INC.



/s/ William J. Thomas                 By: /s/ Robert J. Phillips      (SEAL)
------------------------------           -----------------------------
                                         Name:  Robert J. Phillips
                                         Title: Vice President & Chief Financial
                                                  Officer


                                       4