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                                 LOAN AGREEMENT

Wachovia Bank, National Association
123 South Broad Street
Philadelphia, Pennsylvania 19109
(Hereinafter referred to as the "Bank")

Bio-imaging Technologies, Inc.
826 Newtown-Yardley Road
Newtown, Pennsylvania 18940
(Individually and collectively "Borrower")

This Loan Agreement ("Agreement") is entered into April 30, 2002, by and between
Bank and Borrower.

This Agreement applies to the loan or loans (individually and collectively,  the
"Loan")  evidenced by one or more promissory notes dated April 30, 2002 or other
notes subject  hereto,  as modified from time to time (whether one or more,  the
"Note"),  the standby  letters of credit issued  hereunder  (each,  a "Letter of
Credit" and collectively,  the "Letters of Credit") and all Loan Documents.  The
terms "Loan Documents" and "Obligations," as used in this Agreement, are defined
in the Note.

Relying upon the covenants, agreements, representations and warranties contained
in this  Agreement,  Bank is willing to extend credit to Borrower upon the terms
and subject to the conditions  set forth herein,  and Bank and Borrower agree as
follows:

LETTERS OF CREDIT.  Bank will issue  standby  letters of credit,  provided,  the
aggregate  amount available to be drawn under all standby Letters of Credit plus
the  aggregate  amount of  unreimbursed  drawings  under all standby  Letters of
Credit at anyone  time does not exceed  $300,000.00,  and further  provided,  no
standby  letter of credit  shall  expire more than 365 days after the date it is
issued. Notwithstanding anything to the contrary contained herein, the aggregate
outstanding  principal  balance of  Advances  (as  defined in the line of credit
Promissory Note in the amount of  $1,000,000.00,  dated April 30, 2002) plus the
aggregate  amount  available  to be drawn  under all  Letters of Credit plus the
aggregate  amount of  unreimbursed  drawings  under all  Letters  of Credit  the
("Total  Outstandings")  at  any  one  time  shall  not  exceed  the  lesser  of
$1,000,000.00 or the Borrowing Base (as hereinafter  defined). In the event that
the Total  Outstandings at any time exceeds the Borrowing  Base,  Borrower shall
pay to Bank the amount of such excess  immediately  upon  receipt by Borrower of
written  notice that the  Borrowing  Base has been  exceeded;  provided,  to the
extent that any such payment to Bank is based upon amounts available to be drawn
under Letters of Credit,  such amounts shall be held by Bank as cash  collateral
for the  obligations of Borrower  hereunder and under the other Loan  Documents.
The  Letters of Credit  are to be used by  Borrower  solely to  finance  working
capital.  Bank's  obligation  to issue  Letters  of Credit  shall  terminate  if
Borrower is in default  (however  denominated)  under the Note or the other Loan
Documents, or in any case, if not sooner terminated, on May 31, 2003.

LETTER OF CREDIT FEES.  Borrower  shall pay to Bank, at such times as Bank shall
require, Bank's standard fees in connection with Letters of Credit, as in effect
from time to time, and with respect to standby Letters of Credit,  an additional
fee  equal to 1.50%  per  annum on the face  amount  of each  standby  Letter of
Credit,  payable annually,  in advance,  for so long as such Letter of Credit is
outstanding.

REPRESENTATIONS.  Borrower  represents  that from the date of this Agreement and
until  final  payment  in full of the  Obligations:  ACCURATE  INFORMATION.  All
information now and hereafter furnished to Bank is and will be true, correct and
complete.  Any such information  relating to Borrower's financial condition will
accurately  reflect  Borrower's  financial  condition as of the date(s) thereof,
(including all contingent liabilities

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of every type), and Borrower further represents that its financial condition has
not  changed  materially  or  adversely  since the  date(s)  of such  documents.
AUTHORIZATION;  NON-CONTRAVENTION.  The execution,  delivery and  performance by
Borrower and any  guarantor,  as  applicable,  of this  Agreement and other Loan
Documents to which it is a party are within its power, have been duly authorized
as may be required and, if  necessary,  by making  appropriate  filings with any
governmental  agency or unit and are the legal,  binding,  valid and enforceable
obligations  of  Borrower  and any  guarantors;  and do not (i)  contravene,  or
constitute  (with or  without  the  giving of notice or lapse of time or both) a
violation of any provision of applicable law, a violation of the  organizational
documents  of  Borrower  or any  guarantor,  or a default  under any  agreement,
judgment,  injunction,  order,  decree  or  other  instrument  binding  upon  or
affecting  Borrower or any guarantor,  (ii) result in the creation or imposition
of any lien  (other than the lien(s)  created by the Loan  Documents)  on any of
Borrower's or any guarantor's  assets,  or (iii) give cause for the acceleration
of any  obligations  of Borrower or any guarantor to any other  creditor.  ASSET
OWNERSHIP.  Borrower has good and marketable  title to all of the properties and
assets reflected on the balance sheets and financial statements supplied Bank by
Borrower,  and all such  properties  and assets are free and clear of mortgages,
security deeds, pledges,  liens, charges, and all other encumbrances,  except as
otherwise  disclosed  to  Bank by  Borrower  in  writing  and  approved  by Bank
("Permitted Liens"). To Borrower's knowledge,  no default has occurred under any
Permitted Liens and no claims or interests adverse to Borrower's  present rights
in its properties and assets have arisen. DISCHARGE OF LIENS AND TAXES. Borrower
has duly  filed,  paid and/or  discharged  all taxes or other  claims  which may
become a lien on any of its  property or assets,  except to the extent that such
items are being  appropriately  contested in good faith and an adequate  reserve
for the payment thereof is being maintained. SUFFICIENCY OF CAPITAL. Borrower is
not, and after  consummation  of this  Agreement  and after giving effect to all
indebtedness  incurred and liens created by Borrower in connection with the Note
and any other Loan Documents,  will not be,  insolvent  within the meaning of 11
U.S.C.  ss. 101 (32).  COMPLIANCE  WITH LAWS.  Borrower is in  compliance in all
respects  with  all  federal,  state  and  local  laws,  rules  and  regulations
applicable to its properties,  operations,  business,  and finances,  including,
without  limitation,  any federal or state laws relating to liquor (including 18
U.S.C.  ss. 3617, et seq.) or narcotics  (including 21 U.S.C.  ss. 801, et seq.)
and/or any commercial crimes; all applicable  federal,  state and local laws and
regulations  intended to protect the  environment;  and the Employee  Retirement
Income Security Act of 1974, as amended ("ERISA"),  if applicable.  ORGANIZATION
AND  AUTHORITY.  Each corporate or limited  liability  company  Borrower  and/or
guarantor, as applicable, is duly created, validly existing and in good standing
under  the  laws  of  the  state  of  its  organization,  and  has  all  powers,
governmental  licenses,  authorizations,  consents  and  approvals  required  to
operate its  business as now  conducted.  Each  corporate  or limited  liability
company Borrower and/or guarantor,  as applicable,  is duly qualified,  licensed
and in good standing in each  jurisdiction  where  qualification or licensing is
required by the nature of its  business  or the  character  and  location of its
property,  business or  customers,  and in which the failure to so qualify or be
licensed,  as the case may be, in the aggregate,  could have a material  adverse
effect on the business, financial position, results of operations, properties or
prospects of Borrower or any such guarantor. NO LITIGATION. There are no pending
or threatened  suits,  claims or demands against  Borrower or any guarantor that
have not been disclosed to Bank by Borrower in writing, and approved by Bank.

AFFIRMATIVE COVENANTS. Borrower agrees that from the date hereof and until final
payment  in full of the  Obligations,  unless  Bank shall  otherwise  consent in
writing,  Borrower will: ACCESS TO BOOKS AND RECORDS. Allow Bank, or its agents,
during  normal  business  hours,  access to the  books,  records  and such other
documents  of  Borrower as Bank shall  reasonably  require,  and allow Bank,  at
Borrower's expense, to inspect,  audit and examine the same and to make extracts
therefrom and to make copies  thereof.  ACCOUNTS  RECEIVABLE  AGING.  Deliver to
Bank,  from time to time  hereafter but not less than monthly  within 10 days of
the end of each such period, a detailed  receivables  report  including  totals,
customer names and addresses, a reconciliation  statement, and the original date
of each invoice. BUSINESS CONTINUITY.  Conduct its business in substantially the
same  manner and  locations  as such  business  is now and has  previously  been
conducted. CERTIFICATE OF FULL COMPLIANCE FROM ACCOUNTANT. Deliver to Bank, with
the  financial   statements  required  herein,  a  certification  by  Borrower's
independent certified public accountant that Borrower is in full compliance with
the Loan Documents.  COMPLIANCE WITH OTHER AGREEMENTS. Comply with all terms and
conditions contained in this Agreement,  and any other Loan Documents,  and swap
agreements,  if  applicable,  as  defined  in the 11

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U.S.C. ss. 101. ESTOPPEL CERTIFICATE.  Furnish,  within 15 days after request by
Bank, a written statement duly acknowledged of the amount due under the Loan and
identifying  each outstanding  Letter of Credit,  if any, and whether offsets or
defenses exist against the Obligations.  INSURANCE.  Maintain adequate insurance
coverage with respect to its properties  and business  against loss or damage of
the kinds  and in the  amounts  customarily  insured  against  by  companies  of
established  reputation  engaged  in the same or similar  businesses  including,
without limitation, commercial general liability insurance, workers compensation
insurance, and business interruption insurance; all acquired in such amounts and
from  such  companies  as Bank  may  reasonably  require.  MAINTAIN  PROPERTIES.
Maintain,  preserve  and keep its  property in good  repair,  working  order and
condition,  making all needed replacements,  additions and improvements thereto,
to the extent allowed by this Agreement.  NON-DEFAULT CERTIFICATE FROM BORROWER.
Deliver to Bank,  with the Financial  Statements  required  below, a certificate
signed by Borrower,  in the form attached hereto as Exhibit A, if Borrower is an
individual,  or by a principal  financial officer of Borrower warranting that no
"Default"  as  specified in the Loan  Documents  nor any event  which,  upon the
giving of notice or lapse of time or both, would constitute such a Default,  has
occurred and demonstrating  Borrower's  compliance with the financial  covenants
contained  herein.  NOTICE OF DEFAULT AND OTHER NOTICES.  (a) NOTICE OF DEFAULT.
Furnish  to  Bank  immediately  upon  becoming  aware  of the  existence  of any
condition  or  event  which  constitutes  a  Default  (as  defined  in the  Loan
Documents)  or any event  which,  upon the  giving of notice or lapse of time or
both, may become a Default,  written notice  specifying the nature and period of
existence  thereof and the action  which  Borrower is taking or proposes to take
with respect thereto. (b) OTHER NOTICES.  Promptly notify Bank in writing of (i)
any material adverse change in its financial condition or its business; (ii) any
default under any material  agreement,  contract or other instrument to which it
is a party or by which any of its properties are bound,  or any  acceleration of
the maturity of any indebtedness  owing by Borrower;  (iii) any material adverse
claim  against or  affecting  Borrower or any part of its  properties;  (iv) the
commencement  of, and any material  determination  in, any  litigation  with any
third party or any proceeding  before any governmental  agency or unit affecting
Borrower;  and (v) at least 30 days prior thereto, any change in Borrower's name
or address as shown  above,  and/or any change in  Borrower's  structure.  OTHER
FINANCIAL  INFORMATION.  Deliver promptly such other  information  regarding the
operation,  business affairs, and financial condition of Borrower which Bank may
reasonably  request.  PAYMENT OF DEBTS.  Pay and discharge  when due, and before
subject to penalty or further charge,  and otherwise  satisfy before maturity or
delinquency,  all obligations,  debts, taxes, and liabilities of whatever nature
or amount,  except  those  which  Borrower in good faith  disputes.  REPORTS AND
PROXIES. Deliver to Bank, promptly, a copy of all financial statements, reports,
notices, and proxy statements, sent by Borrower to stockholders, and all regular
or  periodic  reports  required to be filed by  Borrower  with any  governmental
agency or authority.

NEGATIVE  COVENANTS.  Borrower  agrees that from the date of this  Agreement and
until final  payment in full of the  Obligations,  unless  Bank shall  otherwise
consent in  writing,  Borrower  will not:  CHANGE OF  CONTROL.  Make or suffer a
change of ownership that  effectively  changes  control of Borrower from current
ownership.  ENCUMBRANCES.  Create,  assume,  or permit  to exist  any  mortgage,
security deed, deed of trust,  pledge,  lien, charge or other encumbrance on any
of its assets, whether now owned or hereafter acquired, other than: (i) security
interests required by the Loan Documents; (ii) liens for taxes contested in good
faith;  (iii) liens  accruing by law for employee  benefits;  or (iv)  Permitted
Liens. GUARANTEES.  Guarantee or otherwise become responsible for obligations of
any other person or persons, other than the endorsement of checks and drafts for
collection  in the ordinary  course of business.  DEFAULT ON OTHER  CONTRACTS OR
OBLIGATIONS.  Default on any material  contract with or obligation when due to a
third party or default in the  performance  of any  obligation  to a third party
incurred for money borrowed.  GOVERNMENT  INTERVENTION.  Permit the assertion or
making of any  seizure,  vesting or  intervention  by or under  authority of any
government by which the  management of Borrower or any guarantor is displaced of
its authority in the conduct of its respective  business or its such business is
curtailed or  materially  impaired.  JUDGMENT  ENTERED.  Permit the entry of any
monetary judgment or the assessment against, the filing of any tax lien against,
or the issuance of any writ of garnishment or attachment against any property of
or debts due. RETIRE OR REPURCHASE  CAPITAL STOCK.  Retire or otherwise  acquire
any of its capital stock.

ANNUAL  FINANCIAL  STATEMENTS.  Borrower shall deliver to Bank,  within 120 days
after the close of each fiscal year, audited financial statements reflecting its
operations during such fiscal year, including,

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without limitation,  a balance sheet, profit and loss statement and statement of
cash flows,  with  supporting  schedules and in reasonable  detail,  prepared in
conformity with generally  accepted  accounting  principles,  applied on a basis
consistent with that of the preceding year. If audited  statements are required,
all such  statements  shall  be  examined  by an  independent  certified  public
accountant  acceptable to Bank. The opinion of such independent certified public
accountant  shall not be acceptable to Bank if qualified due to any  limitations
in  scope  imposed  by  Borrower  or any  other  person  or  entity.  Any  other
qualification of the opinion by the accountant shall render the acceptability of
the financial statements subject to Bank's approval.

PERIODIC  FINANCIAL  STATEMENTS.   Borrower  shall  deliver  to  Bank  unaudited
management-prepared    quarterly   financial   statements   including,   without
limitation,  a balance  sheet,  profit and loss  statement and statement of cash
flows, with supporting  schedules,  as soon as available and in any event within
45 days  after the close of each  such  period;  all in  reasonable  detail  and
prepared in conformity with generally accepted accounting principles, applied on
a basis  consistent with that of the preceding  year.  Such statements  shall be
certified as to their  correctness by a principal  financial officer of Borrower
and in each  case,  if audited  statements  are  required,  subject to audit and
year-end adjustments.

FINANCIAL  COVENANTS.  Borrower agrees to the following provisions from the date
hereof  until  final  payment  in full of the  Obligations,  unless  Bank  shall
otherwise consent in writing,  using the financial information for Borrower, its
subsidiaries,  affiliates  and its  holding or parent  company,  as  applicable:
DEPOSIT  RELATIONSHIP.  Borrower shall maintain its primary  depository  account
with Bank. DEBT SERVICE COVERAGE RATIO. Borrower shall, at all times, maintain a
Debt Service  Coverage Ratio of not less than 1.25 to 1.00,  measured  annually.
"Debt Service  Coverage Ratio" shall mean the sum of earnings  before  interest,
taxes,  depreciation  and  amortization  (EBITDA)  divided by the sum of current
maturities of long term debt,  subordinated debt,  capitalized leases,  interest
expense  and C-Corp.  income  taxes.  LIMITATION  ON DEBT.  Borrower  shall not,
directly  or  indirectly,  create,  incur,  assume  or  become  liable  for  any
additional  indebtedness,  whether  contingent or direct,  except for trade debt
incurred in the ordinary course of business, without prior consent of Bank.

BORROWING  BASE.  "Borrowing  Base"  means  70.00% of the net amount of Eligible
Accounts,  less the amount of any Reserves required by Bank.  "Eligible Account"
means an account  receivable not more than 60 days from the date of the original
invoice that arises in the ordinary course of Borrower's  business and meets the
following eligibility requirements:  (a) the sale of goods or services reflected
in such  account is final and such goods and  services  have been  delivered  or
provided and accepted by the account  debtor and payment for such is owing;  (b)
the  invoices  comprising  an account are not subject to any claims,  returns or
disputes of any kind; (c) the account  debtor is not insolvent;  (d) the account
debtor has its principal place of business in the United States; (e) the account
debtor is not an Affiliate of Borrower and is not a supplier to Borrower and the
account is not  otherwise  exposed to risk of set-off;  (f) not more than 30% of
the original invoices owing Borrower by the account debtor are more than 60 days
from the date of the original  invoice;  (g) the account is not bonded;  (h) the
account is not  classified  as  unbilled  or  pre-billed  (deferred  revenue) or
unapplied cash (credit balance);  and (i) the account is not subject to any lien
prior to the lien of Bank.  "Reserves"  means such amounts as may be required by
Bank, at any time and from time to time without prior notice to Borrower,  which
Bank deems to be  adequate  to reserve  against  outstanding  letters of credit,
outstanding  banker's  acceptances,   Borrower's  obligations  to  Bank  or  its
affiliates or any guaranties or other contingent debts of Borrower.

REQUIRED REPORTS.  Borrower shall certify to Bank by the 10th day of each month,
the amount of  Eligible  Accounts  as of the first day of each  month,  on forms
required by Bank, together with all detail and supporting documents requested by
Bank.  Bank  may at any time and from  time to time,  during  Borrower's  normal
business  hours,  enter  upon  any  business  premises  of  Borrower  and  audit
Borrower's  accounts.  Bank's  determination of the amount of Eligible  Accounts
shall at all times be indisputable and deemed correct.  Borrower,  at all times,
shall cooperate with Bank by providing Bank information and access to Borrower's
premises and business records and shall be courteous to Bank's agents.

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CONDITIONS PRECEDENT.  The obligations of Bank to make the loan and any advances
and to issue any Letters of Credit pursuant to this Agreement are subject to the
following conditions precedent:  LETTER OF CREDIT DOCUMENTS.  Receipt by Bank of
all documents  required by Bank in connection with Letters of Credit,  including
without  limitation,  applications  therefor,  all in form satisfactory to Bank.
ADDITIONAL DOCUMENTS. Receipt by Bank of such additional supporting documents as
Bank or its counsel may reasonably request.

IN WITNESS WHEREOF, Borrower and Bank, on the day and year first written above,
have caused this Agreement to be executed under seal.


                        Bio-Imaging Technologies Inc.


                        By: /s/ Mark L. Weinstein
                           ------------------------------------(SEAL)
                           Mark L. Weinstein, President


                        Wachovia Bank, National Association


                        By: /s/ Stephanie Hanlon
                           ------------------------------------(SEAL)
                           Stephanie Hanlon, Vice President






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                                    EXHIBIT A

                             NON-DEFAULT CERTIFICATE

In accordance  with the terms of the Loan Documents  dated April 30, 2002 by and
between Wachovia Bank, National Association and Bio-imaging  Technologies,  Inc.
("Borrower"), I hereby certify that:

1.   I am a principal financial officer of Borrower;

2.   The enclosed financial statements are prepared in accordance with generally
     accepted accounting principles;

3.   No Default (as defined in the Loan Documents) or any event which,  upon the
     giving of notice or lapse of time or both, would constitute such a Default,
     has occurred.

4.   Borrower is in compliance  with the Financial  Covenant(s) set forth in the
     Loan  Documents,  as  demonstrated  by the  calculations  contained  in the
     Covenant Compliance Certificate attached hereto as Schedule 1.


 /s/ Mark L. Weinstein
-------------------------------
Name: Mark L. Weinstein
Title: President