##### 



EXECUTION COPY
  SHARE PURCHASE AGREEMENT
  among
  (Purchaser)
 and
  (Sellers)
  Morgan Lewis




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##### 



Page
2 BETWEEN THE UNDERSIGNED:
 1.
    
    Mr. Chahin PACHAI, born on April 27, 1972 in Teheran, Iran, residing at 40 avenue Lacassagne,
69003 Lyon and married under the regime of separation as to property,
 2.
    
    Mr. Fabrice VINCENT, born on February 1, 1972 in Lyon, residing at 8 rue Millon, 69100
Villeurbanne and married under the regime of partnership of acquests,
 3.
    
    Mr. Philippe DOUEK, born on July 27, 1958 in Neuilly sur Seine, residing at 23 rue Felix
Jacquier, 69006 Lyon and married under the regime of separation as to property,
 4.
    
    Mr. Emmanuel OLART, born on 7, March 1978 in Villefranche sur Saône, residing at 27 bis rue
de lEgalité, residence les Bosquets, 69120 Vaulx en Velin and married under the regime of
partnership of acquests,
 conjointement Founders
 AND
 5.
    
    GIE VALOREZ, a French Groupement dIntérêt Economiqueorganized under the laws of France,
with a share capital of EUR 16,000, having its registered offices at 66 bvd Niels Bohr  CEI 
69100 Villeurbanne, registered with the Registre du Commerce de Lyon Trade Registry under the
number 439 787 714, represented by Gérard POSA, member of the Directoireof Ezus-Lyon 1 S.A.
and Joseph GNIEWEK, member of the Directoireof Insavalor S.A., duly empowered for the
purposes hereof,
 6.
    
    Mr. Jean-Claude MOREL,born on February 22, 1936 in Brest, residing at Les Sabines, n°31,
69130 Ecully and married under the regime of community of property,
 7.
    
    Mr. Laurent GERFAULT, born on November 8, 1970 in Angers, residing at 42A rue de la Meije,
38500 Voiron and unmarried,
 8.
    
    Ms. Marcela HERNANDEZ-HOYOS,born on September 23, 1970 in Bogota, Colombia, residing at
Calle 30 No. 3 A 15. Apto 401. Bogota, D.C., Colombia and divorced,
 9.
    
    Mr. Nicolas ROGNIN, born on December 28, 1974 in Voiron, residing at 3 avenue de Genève,
74160 Saint Julien en Genevois and married under the regime of partnership of acquests,
 10.
    
    Mr. Jérôme VINCENT, born on May 14, 1970 in Saint Vallier, residing at 51 route de Combes,
07100 Boulieu and married under the regime of partnership of acquests,
 Shareholders A




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##### 



Page 3 AND
 11.
    
    RHONE-ALPES CREATION, a French société anonymewith a share capital of 9,478,616 euros,
having its registered offices at 10, Chemin du Château dEau  69410 CHAMPAGNE AU MONT DOR 
registered with the Lyon Trade Registry under number 352 014 559, represented by Mr. Guy
RIGAUD, Président du Directoire, himself being represented by Ms. Karine LIGNEL,
 12.
    
    AMORCAGE RHONE-ALPES, société par actions simplifiéewith a share capital of 5,645.580 euros
having its registered offices at 10, Chemin du Château dEau  69140 CHAMPAGNE AU MONT DOR,
registered with the Lyon Trade Registry under number 433 995 719, represented by Ms. Karine
LIGNEL, Directeur dInvestissement, duly empowered for the purposes hereof by Mr. Guy RIGAUD,
Directeur Général,
 13.
    
    CREDIT AGRICOLE CREATION, a French société par actions simplifiée, with a share capital of
2,418,472 euros, having its registered offices at 1, rue Pierre de Truchis de Lays, Champagne
au Mont dOr, registered with the Lyon Trade Registry under the number 419 319 322,
represented by Maurice BERNARD, duly empowered for the purposes hereof,
 14.
    
    RHONE DAUPHINE DEVELOPPEMENT, a French société anonyme, with a share capital of 10,495,800
euros, having its registered offices at 2, chemin du Vieux Chêne, 38240 Meylan, registered
with the Grenoble Trade Registry under the number 345 158 117, represented by Pierre JOURDAIN,
duly empowered for the purposes hereof,
 15.
    
    LE LANCEUR, a Fonds Commun de Placement à Risquesrepresented by its société de gestion
SOFIMAC PARTNERS, a French société anonymewith a share capital of 161,000 euros, having its
registered offices at 24, avenue de lAgriculture, Domaine de Mon Désir, 63100 Clermont
Ferrand, registered with the Clermont Ferrand Trade Registry under the number 424 562 445,
represented by Philippe VUAGNAT, Directeur Général, duly empowered for the purposes
hereof,
 Shareholders B
 16.
    
    Mr. Luc BRACOUD, born on March 29, 1978 in Lyon, residing at 61 rue François Peissel, 69300
Caluire and unmarried,
 Sellers
 AND
 17.
    
    Bio-Imaging Technologies Inc., a US corporation organized under the laws of Delaware, having
its principal office 826, Newtown-Yardley Road, Newtown, PA 18940, United States of America,
represented by M. Ted Kaminer, duly empowered for the purposes hereof,
 Purchaser Bio-Imaging Inc.
 Parties Party




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Page 4 TABLE OF CONTENTS
 PageARTICLE 1  DEFINITIONS
    
    
    5ARTICLE 2  PURCHASE AND SALE
    
    
    8ARTICLE 3  PURCHASE PRICE  PAYMENT OF THE PURCHASE PRICE
    
    
    8ARTICLE 4  COMPLETION
    
    
    9ARTICLE 5  REPRESENTATIONS AND WARRANTIES
    
    
    11ARTICLE 6  REPRESENTATIONS AND WARRANTIES OF THE OTHER
SELLERS AND
                         OF THE PURCHASER
    
    
    20ARTICLE 7  COVENANTS
    
    
    21ARTICLE 8  INDEMNIFICATION
    
    
    22ARTICLE 9  CONFIDENTIALITY  PUBLICITY
    
    
    25ARTICLE 10  EXPENSES
    
    
    25ARTICLE 11  SELLERS REPRESENTATIVE  NOTICES
    
    
    26ARTICLE 12  SEVERABILITY
    
    
    27ARTICLE 13  ENTIRE AGREEMENT
    
    
    27ARTICLE 14  SUCCESSORS AND ASSIGNS
    
    
    27ARTICLE 15  LANGUAGE
    
    
    28ARTICLE 16  APPLICABLE LAW  JURISDICTION
    
    
    28




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Page 5 WHEREAS
 A.
    
    The Sellers are the owners of the Securities (as defined in Article 1 below) representing
100% of the issued and outstanding share capital and voting rights in THERALYS, a société
anonymeincorporated under the laws of France, with a share capital of 72,340 euros having its
registered offices at Bioparc, 60 avenue Rockfeller  69008 Lyon (France), registered with the
Lyon Trade Registry under n° 439 429 440 (hereinafter referred to as the Company as defined
in Article 1 below). The Companys share capital is divided into two categories of shares.
 B.
    
    Exhibit A indicates the number and the category of Securities held by each Seller at
the date hereof.
 C.
    
    The Company is specialised in diagnostic and therapeutics image analysis in clinical trials
(hereafter referred to as the Activity).
 D.
    
    The Sellers desire to sell the Sold Shares and the Purchaser desires to buy the Sold Shares
from the Sellers. The purpose of the Agreement is to set forth the terms and conditions of
such sale and purchase of the Sold Shares (hereinafter referred to as the Sale).
 E.
    
    Simultaneously to the Sale, the Founders shall contribute the Contributed Shares to
Bio-Imaging Inc. by a separate agreement. In return, the Founders shall receive 36,000 newly
issued restricted shares of Bio-Imaging Inc. common stock.
 NOW THEREFORE IT HAS BEEN AGREED AS FOLLOWS:
 ARTICLE 1      DEFINITIONS
  Affiliate
    
    of any person shall mean (i) any
other person that directly or
indirectly, through one or more
intermediaries, controls, is
controlled by, or is under common
control with, the first mentioned
person, or (ii) any other person
with whom such person or an entity
controlling, controlled by, or under
common control with such person
entered into a shareholders
agreement, joint venture agreement
or any agreement with similar
effects; a person shall be deemed to
control another person if such first
mentioned person owns, directly or
indirectly, fifty percent (50%) or
more of the voting rights of the
second mentioned person;Agreement
    
    This sale and purchase agreement;Balance Sheet Date
    
    means December 31, 2006;




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Page 6 Bio-Imaging Inc.
    
    Bio-Imaging Technologies Inc., a US
corporation having its principal
office 826, Newtown-Yardley Road,
Newtown, PA 18940 United States of
America and registered under the
laws of Delaware (USA);Business Day(s)
    
    Any day(s) on which banks are open
for business in France or in the
United States of America;Category A Shares
    
    The 4,000 Category A shares of the
Company held by the Shareholders A
in the proportions mentioned in
Exhibit A;Category B Shares
    
    The 3,234 Category B shares of the
Company held by the Shareholders B
in the proportions mentioned in
Exhibit A;Company
    
    THERALYS, a société anonyme
incorporated under the laws of
France, with a share capital of 
72,340, having its registered
offices at Bioparc, 60 avenue
Rockfeller  69008 Lyon (France),
registered with the Lyon Trade
Registry under n° 439 429 440;Completion Date
    
    The date of completion of the
transfer of the Securities as per
section 4.1 hereafter;Contribution Agreement
    
    The Share Contribution Agreement
among the Purchaser and the
Founders, dated February 6, 2007,
executed simultaneously to the
Agreement;Contributed Shares
    
    400 Category A shares of the
Company, with a par value of ten
(10) euros each held by the Founders
in the proportions mentioned in
Exhibit A and contributed to
Bio-Imaging Inc. under a separate
Contribution Agreement;Exhibit(s)
    
    Any exhibit attached to this
Agreement, it being specified that
each time that the Representations
contained in a section of this
Agreement need to be documented,
this is done via an Exhibit carrying
the same number as the relevant
representation;Founders
    
    means collectively MM Chahin Pachai,
Fabrice Vincent, Philippe Douek and
Emmanuel Olart;Governmental Entity
    
    means any state, authority or any
court of competent jurisdiction,
administrative agency or commission
or other governmental authority or
instrumentality, domestic or
foreign, including but not limited
to any court, administrative agency,
commission or other organ of the
European Union or the United States
of America;




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##### 



Page 7 Lien
    
    means any mortgage, lien, pledge,
charge, encumbrance or any other
security interest;Representations and Warranties
    
    The representations and warranties
to be delivered by each of the
Founders on a joint basis
(conjointement) to the Purchaser, as
per Article 5 below;Restricted Shares
    
    means newly issued unregistered
shares of Bio-Imaging Technologies
Inc., regulated under the Securities
Act of 1933, and in particular by
the Rule 144 promulgated thereunder,
permitting those Restricted Shares
to be sold after the one-year
holding period; provided, however,
the number of shares that may be
sold during any three-month period
cannot exceed the greater of (i) 1%
of the shares of common stock
outstanding at that time, or (ii)
the average reported weekly trading
volume during the four weeks
preceding the filing a notice of the
sale on Form 144. Bio-Imaging shall
accomplished all relevant
formalities in the interest of a
holder of Restricted Shares allowing
them to sell their Restricted Shares
as soon as possible in respect of US
securities law, and will bear all
reasonable expenses relating to a
transfer or sale of such Restricted
Shares pursuant to Rule 144 so long
as the holder of such Restricted
Shares provides Bio-Imaging with all
documentation reasonably requested
by Bio-Imaging;Shareholders Agreement
    
    The agreement entered into between
the Sellers on December 16, 2002 in
respect of the Company;Share(s)
    
    Any share(s) issued by the Company;Securities
    
    means collectively the Sold Shares,
the Contributed Shares and the
Warrants, representing on Completion
Date 100% of the issued and
outstanding share capital and voting
rights of the Company, together
granting the Purchaser a direct and
indirect ownership of 100% of the
Companys issued and outstanding
share capital and voting rights;Sold Shares
    
    means collectively (i) 3,600
Category A Shares of the Company
with a par value of ten (10) euros
each held by the Shareholders A and
(ii) 3,234 Category B Shares of the
Company with a par value of ten (10)
euros each held by the Shareholders
B, and sold to the Purchaser in the
proportions mentioned in Exhibit A;




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Page 8 Warrants
    
    means the 412 warrants in form of
"bons de souscription de parts de
créateur dentreprise (BSPCE) held
by the Warrants Holders as defined
below and to be exercised until
April 26, 2009 pursuant to the
decisions of the Companys
shareholders meeting held on April
26, 2004. The Warrants give right to
subscribe to one (1) Category A
Shares of the Company in
consideration of a subscription
price of 170 euros each;Warrants Holders
    
    means collectively MM Chahin Pachai,
Fabrice Vincent, Luc Bracoud and
Emmanuel Olart.
 ARTICLE 2 PURCHASE AND SALE
 2.1.1
    
    Subject to the terms and conditions hereof, the Sellers agree to sell the Sold Shares to the
Purchaser and the Purchaser agrees to purchase the Sold Shares from the Sellers. The detailed
allocation of the Sold Shares (together with the sub-allocation between the Sellers) is set
forth in Exhibit B.
 2.1.2
    
    Subject to the terms and conditions hereof, the Warrant Holders agree to waive their rights
attached to the Warrants and the Purchaser agrees to indemnify the Warrants Holders from such
waiver. The detailed allocation of the Warrants (together with the sub-allocation between the
Warrant Holders) is set forth in Exhibit C.
 2.1.3
    
    The Sold Shares shall be transferred free and clear of all Liens and with all dividend
rights now and then attaching thereto, including the right to all dividends for the 2006
fiscal year.
 ARTICLE 3 PURCHASE PRICE  PAYMENT OF THE PURCHASE PRICE
 3.1
    
    Purchase Price
 Purchase Price
 -
    
    1,344,515 euros for the 3,600 Category A Shares held by the
Shareholders A; and-
    
    1,304,448 euros for all the Category B Shares held by the
Shareholders B, payable in cash and by issuance of Restricted Shares of
Bio-Imaging Inc. common stock in accordance with Article 3.2 (v) below; and-
    
    82,294 euros for the Warrants held by the Warrants Holders in
consideration of the waiver of their rights to exercise the Warrants.
 Exhibits B and C




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##### 



Page 9 3.2
    
    Closing Payment and Escrow
  (i)
    
    pay in cash to the Shareholders A an aggregate amount of 1,204,515 euros by
means of bank checks;(ii)
    
    deposit 140,000 euros (the Escrow Amount) which constitute part of the
Purchase Price to be paid to the Founders into one or more escrow accounts to be held
and disbursed by US Bank National Association as escrow agent (the Escrow Agent).
The Escrow Amount shall be held by the Escrow Agent until August 6, 2008 pursuant to
the escrow agreement(s) set forth as Exhibit D hereto (the Escrow
Agreement). The Escrow Amount will be subject to set-off for any indemnification
claims notified by the Purchaser to the Founders pursuant to Article 8 below. The
Purchaser shall bear the fees and expenses related to the setting up of the escrow.(iii)
    
    pay in cash to the Warrant Holders an aggregate amount of 82,294 euros by
means of bank checks;(iv)
    
    pay in cash to the Shareholders B an aggregate amount of 948,689 euros
corresponding to 2,352 Category B Shares, by means of bank checks;(v)
    
    issue 57,408 newly issued Restricted Shares of Bio-Imaging Inc. common stock
(the Purchasers Common Stock) in exchange of 882 Category B Shares. The Purchasers
Common Stock will be subject to US securities laws. This payment shall be allocated
among the concerned Shareholders B as set forth in Exhibit 3.2 (v).
 ARTICLE 4 COMPLETION
 4.1
    
    Date and place
 Completion Date
 4.2
    
    Instruments to be signed and delivered on Completion Date
 4.2.1
    
    At the date hereof, the Sellers shall deliver to the Purchaser:
 -
    
    original executed copies of share transfer forms (ordres de mouvement)selling,
assigning and delivering to the Purchaser all of the Sold Shares free and clear from
all Liens together with duly related executed tax forms n° 2759;-
    
    the updated stock transfer register (registres des mouvements de titres) and
stockholders individual accounts (comptes dactionnaires), the shareholders decisions
book (registre des procès-verbaux des assemblées générales) the board of directors
decisions book (registre des procès-verbaux du conseil dadministration) and all
attendance sheets to the shareholders and board of directors meetings of the Company;




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Page 10 -
    
    the original executed copies of the resignation letters effective as of the
Completion Date from the Company s members of the board of directors, the names of
which are set out in Exhibit 4.2.1, said letters specifying that the resigning
members have no claim whatsoever against the Company;-
    
    the original executed copy of the resignation letter effective as of the
Completion Date from Mr. Fabrice Vincent concerning its functions of Directeur Général
Délégué, said letter specifying that Mr. Fabrice Vincent has no claim whatsoever
against the Company;-
    
    the original executed copies of the relevant minutes evidencing that the
persons listed in Exhibit 4.2.1 (or such other persons as the Purchaser may
designate replacement therefore) shall have been elected or designated directors,
effective as of Completion Date;-
    
    the irrevocable and unconditional waiver by each and all Sellers of all rights
under the Shareholders Agreements including the acknowledgment that said agreement will
cease to be of any effect as from the Completion Date;-
    
    the irrevocable and unconditional waiver by each and all Warrant Holders of
their rights to exercise any and all of the Warrants and that all the Warrants will
become null and void as from as from the Completion Date;
 4.2.2
    
    Following delivery of the documents referred to in section 4.2.1 above, the Purchaser shall
deliver:
 -
    
    bank checks to each Seller for the amounts set forth in Exhibit 4.2.2.-
    
    any documents evidencing the issuance of the Purchasers Common Stock, such as
a copy of an instruction letter and/or a legal opinion of Morgan, Lewis & Bockius LLP
to the transfer agent, effective as from the Completion Date. The original stock
certificates of the Purchasers Common Stock will be delivered to the beneficiaries
within ten (10) days as from the Completion Date.
 4.2.3
    
    Related Agreements:
 -
    
    The Founders, the Purchaser and the Escrow Agent shall execute the Escrow
Agreement in the form attached hereto as Exhibit D;-
    
    The Company and the Founders at the date hereof and the Company and other
Employees within five (5) days following the Completion Date shall execute new
employment agreements in the forms attached hereto as Exhibit E;-
    
    The Founders and the Purchaser shall execute the Contribution Agreement related
to the Contributed Shares in the form attached hereto as Exhibit F.




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Page 11 ARTICLE 5 REPRESENTATIONS AND WARRANTIES
 conjointement
 Representations and
Warranties
  5.1
    
    Authority
  5.2
    
    Corporate Status5.2.1
    
    The Company is a société anonymeduly organized and validly existing under the laws of
France and in compliance with the French commercial code and French decree n° 67-236 of March
23, 1967 on commercial companies. The Companys by-laws as set forth in Exhibit 5.2.1
are accurate as at the date hereof.5.2.2
    
    The Company has never been in a state of insolvency or suspension of payments, nor have they
made a voluntary or courtordered arrangement or similar agreement with some or all of their
creditors. They are not subject to any administration, insolvency, reorganization, windingup,
bankruptcy or similar proceedings (procédure et sauvegarde, règlement amiable, redressement ou
liquidation judiciaire).5.2.3
    
    The Company has all requisite corporate power to own its properties and carry on its
business as now conducted. All corporate laws and regulations applicable to the Company have
been complied with. All corporate formalities and compulsory disclosure requirements have been
duly fulfilled. The Companys business (fonds de commerce) is not the object of any leasing
agreement (contrat de location-gérance).5.2.4
    
    The Company has never had any subsidiaries and has never owned directly or indirectly any
capital stock of, or other equity interests in, any corporation, partnership, or other entity.
The Company has never been a member of or a participant in any partnership, joint venture or
similar enterprise. The Company has no set up any branch (succursale) or secondary office
(établissement secondaire).5.3
    
    Capital Stock and Ownership5.3.1
    
    The Companys issued share capital amounts to 72,340 euros divided into 7,234 shares of a
nominal value of 10 euros each. All the shares have been duly and validly issued and are fully
paid up. The shares are divided into two (2) categories as follows:
 -
    
    4,000 of Category A, and




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Page 12 -
    
    3,234 of Category B,
 Exhibit 5.3.1
 5.3.2
    
    The Company has not issued any securities or other rights (including options de souscription
dactionsor bons de souscription de parts de créateurs dentreprise) entitling their holders
to acquire, immediately or at a future date, a fraction (quotité) of the Companys share
capital other than the Warrants and being specified that all the outstanding convertible bonds
issued by the Company have been converted into Category B Shares prior to the date hereof.
 quotité
 5.3.3
    
    No shareholders agreement has been entered into relating to the Company other than the
Shareholders Agreement, which will terminate at Completion Date.
 5.3.4
    
    At Completion Date, the Sellers will have, and will transfer, good and marketable title to
the Sold Shares and to all of the rights afforded thereby, free of any Lien, and upon
consummation of the transactions contemplated hereby, the Purchaser will hold 100% of the
Securities of the Company following the simultaneous realization of both the Agreement and the
Contribution Agreement.
 5.4
    
    Financial Statements
 5.4.1
    
    Exhibit 5.4.1 contains the audited annual balance sheet and profit and loss
statement of the Company together with the notes and annexes thereto as of December 31, 2005
(the 2005 Accounts), which, as well as for the preceeding four years, were certified without
qualifications by the Companys statutory auditors and approved by the Companys annual
shareholders meeting without reserves.
 5.4.2
    
    Exhibit 5.4.2 contains the interim balance sheet and profit and loss statement
(bilan et comptes de résultat intermédiaires) of the Company as of the Balance Sheet Date,
which were prepared by the Company and perused by the Companys statutory auditors (the
Interim Accounts).
 5.4.3
    
    The 2005 Accounts and the Interim Accounts have been prepared in accordance with the
accounting principles generally accepted in France and in particular with those described in
Exhibit 5.4.3 applied consistently with past practice and present a true and fair view
(une image fidèle et sincère) of the financial condition and results of operations of the
Company as at their respective date.
 5.4.4
    
    The Company is not bound by any off balance sheet liability (engagements hors bilan)except
as clearly disclosed in the notes to the Interim Accounts or in Exhibit 5.4.4.
 5.4.5
    
    The Interim Accounts reflect all liabilities (whether absolute, accrued, contingent or
otherwise) of the Company required to be recorded thereon or in the annexes or notes thereto
in accordance with the accounting principles as at the respective date thereof.




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Page 13 5.4.6
    
    The Interim Accounts reflect all accrued and unpaid wages, compensation and other obligation
of the Company with respect to their employees as of the date of the Interim Accounts.
 5.5
    
    Interim Period
 en bon père de
famille Exhibit 5.5
 (i.)
    
    sold or transferred any of its assets or committed to do so, except in
the ordinary course of business consistent with past practice;(ii.)
    
    acquired any other business or entered into any lease agreement,
licensing arrangement or joint venture, other than leases or licenses in favor of
the Company pertaining to Movable Property having an individual value of no more
than 6,000 euros and an aggregate value of no more than 20,000 euros, or software
used in the ordinary course of business of the Company consistent with past
practice;(iii.)
    
    authorized, declared, set aside, made or paid any dividend or other distribution
in respect of its capital stock or otherwise purchased or redeemed, directly or
indirectly, any shares of its capital stock;(iv.)
    
    issued or sold any Shares of any class of its capital stock, or any
securities convertible into or exchangeable for any such shares, or issued, sold,
granted or entered into any subscriptions, options, warrants, conversion or other
rights, agreements, commitments, arrangements or understandings of any kind,
contingently or otherwise, to purchase or otherwise acquire any such shares or any
securities convertible into or exchangeable for any such shares;(v.)
    
    incurred any indebtedness for borrowed money, issued or sold any debt
securities or prepaid any debt (including, without limitation, any borrowings from
or prepayments to the Sellers), except for borrowings and repayments in the
ordinary course of business;(vi.)
    
    mortgaged, pledged or otherwise subjected to any Lien, any of its
assets, tangible or intangible;(vii.)
    
    forgiven, canceled, compromised, waived or released any debts, claims or rights,
except for debts, claims and rights forgiven, canceled, compromised, waived or
released in the ordinary course of business;(viii.)
    
    modified any existing contract or entered into (x) any agreement, commitment or
other transaction, other than agreements entered into in the ordinary course of
business and involving an expenditure by the Company of more than 30,000 euros in
each case and 50,000 euros in the aggregate,




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##### 



Page 14 or (y) any agreement or commitment that, pursuant to its terms, may not be
terminated without penalty on less than 30 days notice;(ix.)
    
    increased the compensation of its officers or employees, or modified
the terms and conditions of their offices or contracts of employment, or permitted
any such modification, except pursuant to collective bargaining agreements, nor
paid any bonus to any officer, director, or employee, except as otherwise agreed in
written with the Purchaser;(x.)
    
    amended its statuts, articles of association, by-laws or any other
organizational documents;(xi.)
    
    changed in any respect its accounting practices, policies or
principles;(xii.)
    
    transferred or granted any rights or licenses under, or entered into any
settlement regarding the infringement of intellectual property or entered into any
licensing or similar agreements or arrangements;(xiii.)
    
    taken any action or omitted to take any action that would result in the
occurrence of any of the foregoing.
 5.6
    
    Litigation
  5.7
    
    Real Property
 Real Property Current
Lease
 New Lease Exhibit 5.7 Communauté Urbaine de Lyon
 5.8
    
    Movable Property
 Movable Property




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##### 



Page 15 5.9
    
    Environment
  5.10
    
    Taxes, customs and social security contributions
 5.10.1
    
    The Company has duly and timely filed with the appropriate Governmental Entities all tax,
customs and social security returns and reports required to be filed in respect of the
activities of the Company and has timely and fully paid all taxes, customs or social security
contributions due by it prior to the date hereof.
 5.10.2
    
    The amounts of the tax loss carry forwards and deferred depreciation (amortissements réputés
différés) declared by the Company in its tax returns are accurate and such tax loss carry
forwards and deferred depreciation are offsetable against future taxable profits. The Company
has kept the documentation required to justify the existence of these tax loss carry forwards
and deferred depreciation.
  5.10.3
    
    The Company is neither a party to any action or proceeding by any Governmental Entity for
assessment and collection of taxes, customs or social security contributions, nor has received
notice of any claim for such assessment and collection of taxes, customs or social security
contributions in respect of its activities.
 5.10.4
    
    Apart from those expounded in 5.10.5 and 5.10.6 below, the Company has not benefited from
any favorable regime in terms of taxes, customs and social security contributions.
 5.10.5
    
    The Company had not unduly benefited from the tax and social advantages deriving from the
Young Innovative Enterprise status (Jeunes Entreprises Innovantes). The loss of the Young
Innovative Enterprise status as a result of the sale of the Securities will not trigger any
refund obligation for the Company.According to that status, the Companys changes of control
will generate that it will no longer be allowed to keep that status from January 1, 2007.
 5.10.6
    
    The Company had not unduly benefited from the advantages and deriving from the research tax
credit (Crédit dimpôt recherche).
 5.10.7
    
    The Company has been duly authorized for years 2006, 2007 and 2008 by the Research and
Innovation Department (Direction Générale de la Recherche et de lInnovation) of the Ministry
of Education and Research (Ministère de lEducation Nationale, de lEnseignement Supérieur et
de la Recherche) as a research entity (organisme de recherche privé) thereby entitling its
customers to benefit from the research tax credit regime for the research works carried out by
the Company on behalf of said customers.
 5.10.8
    
    There are no outstanding adjustments for purposes of taxes or social charges applicable to
the Company required as a result of changes in methods of accounting. There are no material
elections or requests for rulings for purposes of taxes or social




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Page 16 charges made by the Company that are currently
in force or by which the Company or is bound.
The Company has never been a member of any tax
consolidated group.
 5.11
    
    Intellectual Property
 5.11.1
    
    The Company has full, exclusive and valid title, through direct ownership or a license, to
the use of all invention, patent, patent application, know-how, trade secret, trademark,
trademark application, trade name, company name, logo, domain name, copyright, copyright
application, design, software (including all documentation relating to the computer systems
and application software and the latest revisions of all related object and source codes
therefor) and other intellectual property rights used, held for use in connection with, or
necessary to the daily operation or development of its business (the Intellectual Property
Rights). Exhibit 5.11.1 provides a list of such Intellectual Property Rights, which
specifies for each such item whether it is owned or licensed and, if licensed, indicates the
full title, the parties thereto and the expiration date of the relevant license agreement.
Each of such licenses is in full force and effect, the Company is in compliance with each of
such licenses and no default exists by any other party thereto. The consummation of the
transactions contemplated hereby will neither violate nor result in the breach, modification,
cancellation, termination or suspension of such licenses
 5.11.2
    
    Neither the Sellers, nor any current or former employee nor any manager or officer of the
Company nor any of their former employers holds any rights in the Intellectual Property
Rights. Further, no contractual or other obligation or restriction of any nature whatsoever
prevents any employee, manager or officer of the Company from using for the benefit of the
Company the experience and skills acquired by him while employed by any other company or
entity.
 5.11.3
    
    All Intellectual Property Rights owned by the Company have been properly registered and
maintained and are duly opposable to third parties.
 5.11.4
    
    There is no outstanding claim or threat thereof relating to the Intellectual Property Rights
against the Company with respect to facts having occurred prior to the date of this Agreement,
and the operation of the Company as at the date hereof does not infringe the intellectual
property rights of any third party. Conversely, the Founders are unaware of the violation or
infringement by any third party of the Intellectual Property Rights.
 5.11.5
    
    Except as set forth in Exhibit 5.11.5, the Company has not granted to any third
party any option, license, pledge or other restrictions, user rights, or other rights
whatsoever, whether or not for compensation, with respect to the Intellectual Property Rights,
nor formed, directly or indirectly, any agreement with any third parties in relation to the
same other than licenses granted to customers or resellers in the ordinary course of business.
 5.11.6
    
    All of the Companys employment and/or sub-contractor agreements contain the provisions
necessary to ensure, to the fullest extent permitted by applicable laws, that all intellectual
property rights on the work carried out by its employees and/or subcontractors as from the
date of their hiring belong to the Company. The Company has timely compensated its employees
for their inventions developed and used by the




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Page 17 Company before the date hereof, in accordance with the requirements of French law and the
collective bargaining agreement applicable to the employees of the Company.
 5.11.7
    
    Immediately after the Completion Date, the Company will own all of the Intellectual Property
Rights owned by the Company immediately prior to the Completion Date and will have a right to
use all other Intellectual Property Rights on the same contractual terms and conditions as in
effect prior to the Completion Date, free and clear of all Liens, except as set forth in
Exhibit 5.11.5, and on the same terms and conditions as in effect prior to the
Completion Date.
 5.12
    
    Contracts
 5.12.1
    
    Exhibit 5.12.1 contains a list of all outstanding, oral or written contracts or
agreements entered into by the Company which (i) provide for payments or guarantees for
payment by or to the Company in excess of 10,000 euros over any 12-month period, (ii) has a
term equal to one year or more from the date hereof (not including any optional or tacit
renewal period), (iii) has been entered into by the Company with any of its top 10 customers
or suppliers, (iv) guarantees the indebtedness of another person, (v) restricts its ability to
develop its business or compete with any person, (vi) grants exclusive rights to any third
party, or (vii) is a convention réglementéewithin the meaning of article L. 225-86 of the
French commercial code or has been entered into by the Company with any of the Sellers or any
of their Affiliates (the Material Contracts). As an exception to the foregoing, Exhibit
5.12.1 does not list the employment agreements of the Company with its Employees.
 5.12.2
    
    The Material Contracts are valid and enforceable by the Company. The Company and its
co-contractors thereunder have performed all their obligations required to be performed
thereunder.
 5.12.3
    
    There are no facts or information indicating, nor any other reason to believe, that any of
the customers or suppliers of the Company will not continue to be respectively customers or
suppliers of the Company after Completion Date at the same level as heretofore.
 5.12.4
    
    Except as set forth in Exhibit 5.12.4, the Company is not a party to any contract or
agreement under the terms of which, as a result of the Companys change of control or any
other transaction contemplated in this Agreement:
 (i.)
    
    such contract would terminate at an earlier date than the stated date of
termination in the absence of such change;(ii.)
    
    the Companys commitments would become due and payable prior to the normal
term thereof as a result of such change;(iii.)
    
    less favorable terms than those the Company would have benefited from in the absence
of such change would apply as a result of such change; or(iv.)
    
    any other party to such contract or agreement would be entitled to terminate
such contract or agreement earlier than it would have been entitled to do so in the
absence of such change, or would be entitled to make the Companys commitments become
due and payable prior to the stated term thereof or to




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Page 18 require the application of less favorable terms than those the Company would have
benefited from in the absence of such change.
 5.13
    
    Insurance
 Exhibit 5.13 Insurance Policies
 5.14
    
    Accounts Receivables and payables  Cash balance
 Exhibit 5.14
 Exhibit 5.14bis
 trésorerie nette
 5.15
    
    Loans  Borrowings
 Exhibit 5.15
  contrat ANVAR 
 5.16
    
    Governmental permits  Compliance with laws




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Page 19  5.17
    
    Employees
 5.17.1
    
    The Company has complied with all statutory or regulatory requirements with respect to its
managers and employees (the Employees), including without limitation, working time
requirements, working conditions, health and safety, social security, personnel representation
laws and regulations.
 5.17.2
    
    All the employment contracts entered into between the Company and its Employees and in force
at the date hereof are set forth in Exhibit 5.17.2. There are no pension or
retirement benefits, bonus, profit sharing, stock purchase or stock option plans, company
savings plans or employee funds of the Company other than those which are mandatory under
French law or the applicable collective bargaining agreement.
 5.17.3
    
    The Founders and the Employees other than the Founders are entirely free from any
non-compete or similar clause which may impair in whole or in part their ability to contribute
to the Companys business and operations.
 5.17.4
    
    The Company has not entered into any employment contracts providing for a termination notice
greater than the minimum provided by French law or the applicable collective bargaining
agreement, or for the payment of a termination or retirement indemnity exceeding that provided
by law or the applicable collective bargaining agreement.
 5.17.5
    
    The Company has no pending obligations to any of its corporate officers (mandataires
sociaux), whether current or former, or its current or former managers and employees, in
particular in the form of immediate or deferred compensation, including pension, retirement
supplement, or surviving spouse pension, salaries, salary ancillaries, indemnities of any
nature whatsoever or any other sum which may arise out of or be due in respect of the
performance or termination of an employment agreement, other than the obligations which are
mandatory and compulsory pursuant to French laws and regulations and the applicable collective
bargaining agreement.
 5.17.6
    
    No Employee will be entitled to receive any payment or benefit directly as a consequence of
the completion of the transactions contemplated herein. No Employee is entitled to receive
compensation proportional to profits or turnover other than as a result of mandatory legal
provisions (including the applicable collective bargaining agreement)
 5.17.7
    
    No consultation of any Employees representatives is required to be made in connection with
the transaction contemplated hereby.
 5.18
    
    Product warranties
 Exhibit 5.18,




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Page 20 
 5.19
    
    Inventory
  5.20
    
    No Broker
  5.21
    
    Transactions with Affiliates
  5.22 Full disclosure
  ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF THE OTHER SELLERS AND OF THE PURCHASER
 6.1
    
    Representations and warranties of each Seller other than the Founders (the Other
Sellers)
  6.1.1
    
    Each of the Other Sellers has, and will transfer to the Purchaser pursuant to this
Agreement, good and marketable title to the number of Sold Shares set forth next to
his/her/its name in Exhibit 6.1.1 and to all of the rights afforded thereby, free and
clear of all Liens.
 6.1.2
    
    The Other Sellers which are individuals and their respective representatives for the purpose
hereof have the full capacity and authority required to enter into this Agreement and any
other documents contemplated hereby and to transfer, assign and deliver the Sold Shares they
own as provided in the Agreement. Mr. Bracoud has the full capacity and authority required to
waive all the rights attached to the Warrants he owns.
 6.1.3
    
    The Other Sellers which are legal entities or investment funds have the full corporate power
and authority required to enter into this Agreement and to transfer, assign and deliver the
Sold Shares they own as provided in the Agreement. The execution and delivery of the Agreement
and the consummation by them of the transactions




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##### 



Page 21 contemplated hereby have been duly authorized by their respective competent corporate
bodies.
 6.1.4
    
    The Agreement constitutes a valid obligation of each of the Other Sellers enforceable
against him/her/it in accordance with its terms.
 6.1.5
    
    The Other Sellers as listed in Exhibit 6.1.5 have been advised that the Purchasers
Common Stock they will receive will be deemed to be Restricted Shares under the Securities Act
of 1933, as amended and that a restrictive legend in substantially the following form shall be
placed on the certificates representing such shares:
 The Securities represented hereby have not been registered under
the Securities Act of 1933, as amended (the 1933 Act), or the
Securities Act of any State and may not be offered, sold or otherwise
transferred, pledged or hypothecated unless and until registered under
the 1933 Act or applicable State Securities Acts or, in the opinion of
counsel in form and substance satisfactory to the issuer of these
securities, such offer, sale or transfer, pledge or hypothecation is
in compliance therewith
 6.2
    
    Representations and warranties of the Purchaser
 6.2.1
    
    The Purchaser has the full corporate power and authority required to enter into and perform
the Agreement. The execution and delivery of the Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by its competent corporate bodies.
 6.2.2
    
    The Agreement constitutes a valid and binding obligation of the Purchaser enforceable
against the Purchaser in accordance with its terms.
 ARTICLE 7 COVENANTS
  7.1
    
    Conduct of Business
 
 7.2
    
    Access to Information
 i




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Page 22 ii iii iv
 7.3
    
    Non-Competition
   7.4
    
    Non-Solicitation
  ARTICLE 8 INDEMNIFICATION
 8.1
    
    Indemnification by the Founders
 Indemnifying
Parties




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##### 



Page 23 majorations Losses
 conjointement conjointement Exhibit 8.1
 8.2
    
    When payable
 Founders Representative
  8.3
    
    Limitations on Indemnification
 8.3.1
    
    The indemnification obligations of the Founders under Article 8.1 above for Losses shall not
exceed the total sum of 280,000 euros, breakdown between the Founders as follows:
 -
    
    190,400 euros for Mr. Pachai;-
    
    33,600 euros for Mr. Vincent;-
    
    28,000 euros for Mr. Olart; and-
    
    28,000 euros for Mr. Douek.
 8.3.2
    
    The Founders obligation hereunder is subject to a deductible (franchise) of 50,000 euros.
If this deductible is reached, only the excess shall be payable.




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Page 24 
 8.3.3
    
    The amount of any indemnity payable hereunder on account of a Loss shall be reduced by any
insurance proceeds received by the Indemnified Party with respect thereto.
 8.3.4
    
    The Purchaser shall not be entitled to make a claim for indemnification for Losses against
the Founders in respect of any assessment for taxes which merely modifies the tax period
during which a deductible charge or amortization may be taken or in respect of any VAT
assessment (except if such VAT is not recoverable and cannot be recharged to the customers).
 8.3.5
    
    The Purchaser shall not be entitled to make a claim for indemnification against the Founders
in respect of any Loss for which a specific provision or reserve (provision) has been made in
the limit of that Loss, as a line item in, or in the notes to, the Interim Accounts. If the
Loss is superior to the amount of the specific provision or reserve, the Purchaser shall be
entitled to make a claim for indemnification against the Founders only for the difference
between the amount of such specific provision of reserve and the noted Loss.
 8.3.6
    
    The limitations set forth in this Article 8.3 shall however not apply to any Losses
resulting from events or circumstances which the Founders failed to disclose to the Purchaser
in the Agreement or its Exhibits. They shall further not apply to any legal or other expenses,
such as attorneys or other experts fees reasonably incurred by the Purchaser or the Company
in pursuing a claim against the Founders on the ground of a Loss, nor shall they apply to any
interest which might be due by the Founders on the amount of indemnification.
 8.4
    
    Notification of Claims; Third Party Claims
 8.4.1
    
    In order for the Purchaser (the Indemnified Party) to be entitled to the indemnification
of any Loss under the Agreement, the Indemnified Party must send a notification (the Claim
Notice) to the Founders Representative in writing within thirty (30) days from the date on
which the Purchaser shall have knowledge of a matter which could give rise to indemnification,
except in case of a Third Party Claim which requires a response in a shorter period where such
time frame shall be reduced to fifteen (15) days.
 Third Party Claim
 8.4.2
    
    The Claim Notice shall specify (a) the grounds for the possible claim and (b) an estimate of
the amounts claimed in respect of the Loss if readily assessable.
 provided that
 8.4.3
    
    The Founders Representative shall, within thirty (30) days (reduced to ten (10) days in case
of a Third Party Claim which requires a response in a shorter period) following the Claim
Notice, either agree or refuse, in whole or in part, to indemnify the Purchaser (the
Response). In the event of partial or total refusal, the Founders Representative shall
notify the Purchaser of its decision within the above mentioned periods, and indicate the
grounds for such refusal.




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Page 25 
 8.4.4
    
    If a Third Party Claim is made against the Indemnified Party or the Company, the following
provisions shall apply:
 (i)
    
    as long as the amount of any Third Party Claim does not exceed the Escrow
Amount and subject to paragraph (ii) below, the Founders will have the option (and the
Founders Representative shall indicate such option in the Response mentioned in Article
8.4.3) to assume control of the procedure at its sole cost and expense, provided that
the Purchaser will be entitled to participate in such defense with counsel of its
choice and at their own expense; and(ii)
    
    as soon as the amount of any Third Party Claim reaches or exceeds the Escrow
Amount, the Purchaser may, at its option and through counsel of its choice, assume
control of such defense provided that the Founders shall be entitled to participate in
such defense with counsel of its choice and at their own expense,
  8.5
    
    Survival of indemnification
 except that
  ARTICLE 9 CONFIDENTIALITY  PUBLICITY
   ARTICLE 10 EXPENSES




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Page 26 provided
 ARTICLE 11 SELLERS REPRESENTATIVE  NOTICES
 11.1
    
    Representative of the Sellers
 Sellers Representative
 11.2
    
    Notices
  if to the Purchaser:
    
    Bio Imaging Inc, Inc.Attn:
    
    Mr. Ted Kaminer,Address:
    
    826, Newtown-Yardley Road,Newtown, PA 18940 (USA)Facsimile:
    
    00 1 267 757 31 89E-mail:
    
    tkaminer@bioimaging.comwith a copy to:
    
    Pierre-Antoine DubecqMorgan Lewis68, rue du Faubourg St Honoré75008 Paris (France)Facsimile:
    
    (33) 1 53 30 43 01E-mail:
    
    pdubecq@morganlewis.comif to the Sellers:
    
    Mr. Chahin PachaiSellers RepresentativeAddress:
    
    40 avenue Lacassagne,69003 Lyon (France),E-mail:
    
    cpachai@gmail.comwith a copy to:
    
    Eric BaroinLamy & Associés6, square de lOpéra Louis-Jouvet




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##### 



Page 27 75009 Paris (France)Facsimile:
    
    (33) 1 53 05 91 99E-mail:
    
    eric.baroin@lamy-associes.com
     ARTICLE 12 SEVERABILITY
  ARTICLE 13 ENTIRE AGREEMENT
  ARTICLE 14 SUCCESSORS AND ASSIGNS




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Page 28 ARTICLE 15 LANGUAGE
  ARTICLE 16 APPLICABLE LAW  JURISDICTION
  tribunal
de commerce
 [Remainder of Page Intentionally Left Blank]




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##### 



Page 29    /s/ Mr. Chahin Pachai
    
    /s/ Mr. Fabrice VincentMr Chahin PACHAI
    
    Mr Fabrice VINCENT/s/ Mr. Philippe Douek
    
    /s/ Mr. Emmanuel OlartMr Philippe DOUEK
    
    Mr Emmanuel OLART/s/ Mr. Joseph Gniewek
    
    /s/ Mr. Jean Claude MorelGIE VALOREZ
    
    Mr Jean Claude MORELBy
[]/s/ Mr. Laurent Gerfault
    
    /s/ Ms. Marcela Hernadez-HoyosMr Laurent GERFAULT
    
    Ms Marcela HERNADEZ-HOYOS/s/ Mr. Nicolas Rognin
    
    /s/ Mr. Jérôme VincentMr Nicolas ROGNIN
    
    Mr Jérôme VINCENT/s/ Mr. Luc Bracoud
    
    /s/ Ted KaminerMr Luc BRACOUD
    
    BIO IMAGING IncTed Kaminer




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Page 30 RHÔNE-ALPES CRÉATIONBy:
    
    /s/ Ms. Karine LignelName: Ms. Karine LignelTitle:AMORÇAGE RHÔNE ALPESBy:
    
    /s/ Ms. Karine LignelName: Ms. Karine LignelTitle:CRÉDIT AGRICOLE
CRÉATIONBy:
    
    /s/ Mr. Maurice BernardName: Mr. Maurice BernardTitle:RHÔNE-DAUPHINÉ DÉVELOPPEMENTBy:
    
    /s/ Mr. Pierre JourdainName: Mr. Pierre JourdainTitle:SOFIMAC PARTNERS / LE LANCEURBy:
    
    /s/ Mr. Philippe VuagnatName: Mr. Philippe VuagnatTitle:




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Page 31 EXHIBITS