[Logo Omitted]

                               SECURITY AGREEMENT
                                                                 April 30, 2002

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

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

For  value  received  and to  secure  payment  and  performance  of any  and all
obligations  of Debtor (also  referred to herein as  "Borrower") to Bank however
created,  arising  or  evidenced,   whether  direct  or  indirect,  absolute  or
contingent,  now existing or hereafter  arising or acquired,  and whether or not
evidenced by a Loan Document, including swap agreements (as defined in 11 U.S.C.
ss.101), future advances, and all costs and expenses incurred by Bank to obtain,
preserve,  perfect and  enforce  the  security  interest  granted  herein and to
maintain,  preserve  and collect the property  subject to the security  interest
(collectively,  "Obligations"),  Debtor  hereby  grants  to  Bank  a  continuing
security interest in and lien upon the following described property, whether now
owned or hereafter acquired,  and any additions,  replacements,  accessions,  or
substitutions  thereof and all cash and non-cash  proceeds and products  thereof
(collectively, "Collateral"):

All of the  personal  property  of Debtor of every  kind and  nature  including,
without limitation,  all accounts,  equipment,  accessions,  inventory,  chattel
paper,  instruments,  documents,  rights to  proceeds  under  letters of credit,
letter-of-credit  rights,  deposit accounts,  and general intangibles,  wherever
located.

Debtor hereby represents and agrees that:

OWNERSHIP. Debtor owns the Collateral or Debtor will purchase and acquire rights
in the  Collateral  within ten days of the date advances are made under the Loan
Documents. If Collateral is being acquired with the proceeds of an advance under
the Loan Documents,  Debtor authorizes Bank to disburse proceeds directly to the
seller  of the  Collateral.  The  Collateral  is free and  clear  of all  liens,
security  interests,  and claims except those previously  reported in writing to
and approved by Bank,  and Debtor will keep the  Collateral  free and clear from
all liens,  security  interests  and  claims,  other  than  those  granted to or
approved by Bank.

NAME AND OFFICES;  JURISDICTION OF ORGANIZATION.  The name and address of Debtor
appearing at the beginning of this  Agreement are Debtor's  exact legal name and
the address of its chief executive office.  There has been no change in the name
of Debtor,  or the name under which Debtor  conducts  business,  within the five
years  preceding  the date hereof  except as  previously  reported in writing to
Bank.  Debtor  has not moved its chief  executive  office  within the five years
preceding  the date  hereof  except as  previously  reported in writing to Bank.
Debtor is organized  under the laws of the State of Delaware and has not changed
the  jurisdiction of its  organization  within the five years preceding the date
hereof except as previously reported in writing to Bank.

TITLE/TAXES. Debtor has good and marketable title to Collateral and will warrant
and defend same against all claims.  Debtor will not  transfer,  sell,  or lease
Collateral (except as permitted herein). Debtor agrees to pay promptly all taxes
and  assessments  upon  or for  the  use of  Collateral  and  on  this  Security
Agreement. At its option, Bank may discharge taxes, liens, security interests or
other encumbrances at any time levied or placed on Collateral.  Debtor agrees to
reimburse  Bank,  on demand,  for any such payment made by Bank.  Any amounts so
paid shall be added to the Obligations.



<PAGE>
WAIVERS.  Debtor  agrees  not to  assert  against  Bank as a  defense  (legal or
equitable), as a set-off, as a counterclaim, or otherwise, any claims Debtor may
have against any seller or lessor that  provided  personal  property or services
relating  to any  part of the  Collateral.  Debtor  waives  all  exemptions  and
homestead rights with regard to the Collateral. Debtor waives any and all rights
to any bond or security  which might be required by applicable  law prior to the
exercise of any of Bank's remedies  against any  Collateral.  All rights of Bank
and security interests hereunder, and all obligations of Debtor hereunder, shall
be absolute and unconditional,  not discharged or impaired  irrespective of (and
regardless of whether  Debtor  receives any notice of): (i) any lack of validity
or enforceability  of any Loan Document;  (ii) any change in the time, manner or
place  of  payment  or  performance,  or in  any  term,  of  all  or  any of the
Obligations  or the Loan  Documents  or any other  amendment or waiver of or any
consent to any departure from any Loan Document; (iii) any exchange,  release or
non-perfection  of any  collateral,  or any release of or  modifications  of the
obligations of any guarantor or other  obligor;  (iv) any amendment or waiver of
or consent to departure from any Loan Document or other agreement. To the extent
permitted by law,  Debtor  hereby waives any rights under any  valuation,  stay,
appraisement,  extension or redemption  laws now existing or which may hereafter
exist and which,  but for this  provision,  might be  applicable  to any sale or
disposition of the Collateral by Bank;  and any other  circumstance  which might
otherwise  constitute a defense  available  to, or a discharge of any party with
respect to the Obligations.

NOTIFICATIONS;  LOCATION  OF  COLLATERAL.  Debtor will notify Bank in writing at
least 30 days  prior to any  change in: (i)  Debtor's  chief  place of  business
and/or   residence;   (ii)   Debtor's   name   or   identity;   (iii)   Debtor's
corporate/organizational  structure; or (iv) the jurisdiction in which Debtor is
organized.  In  addition,  Debtor  shall  promptly  notify Bank of any claims or
alleged  claims  of  any  other  person  or  entity  to  the  Collateral  or the
institution  of  any  litigation,  arbitration,  governmental  investigation  or
administrative proceedings against or affecting the Collateral. Debtor will keep
Collateral  at the  location(s)  previously  provided to Bank until such time as
Bank provides written advance consent to a change of location.  Debtor will bear
the cost of  preparing  and filing any  documents  necessary  to protect  Bank's
liens.

COLLATERAL CONDITION AND LAWFUL USE. Debtor represents that the Collateral is in
good repair and condition and that Debtor shall use  reasonable  care to prevent
Collateral  from being damaged or  depreciating,  normal wear and tear excepted.
Debtor  shall  immediately  notify  Bank  of any  material  loss  or  damage  to
Collateral.  Debtor shall not permit any item of  Collateral to become a fixture
to real estate or an accession to other personal  property  unless such property
is also  Collateral  hereunder.  Debtor  represents  it is in  compliance in all
respects with all laws,  rules and regulations  applicable to the Collateral and
its properties, operations, business, and finances.

RISK OF LOSS AND INSURANCE.   Debtor shall bear all risk of loss with respect to
the  Collateral.  The injury to or loss of Collateral,  either partial or total,
shall not release Debtor from payment or other performance hereof. Debtor agrees
to obtain and keep in force casualty and hazard  insurance on Collateral  naming
Bank as loss payee.  Such  insurance  is to be in form and amounts and issued by
such companies as are  satisfactory  to Bank. All such policies shall provide to
Bank a minimum of 30 days written notice of  cancellation.  Debtor shall furnish
to Bank such policies,  or other evidence of such policies satisfactory to Bank.
If Debtor  fails to obtain  or  maintain  in force  such  insurance  or fails to
furnish such evidence, Bank is authorized, but not obligated, to purchase any or
all insurance or "Single  Interest  Insurance"  protecting such interest as Bank
deems appropriate against such risks and for such coverage and for such amounts,
including  either  the  loan  amount  or  value  of the  Collateral,  all at its
discretion,  and at Debtor's expense.  In such event, Debtor agrees to reimburse
Bank  for  the  cost  of such  insurance  and  Bank  may  add  such  cost to the
Obligations.  Debtor shall bear the risk of loss to the extent of any deficiency
in the effective insurance coverage with respect to loss or damage to any of the
Collateral. Debtor hereby assigns to Bank the proceeds of all such insurance and
directs any insurer to make payments  directly to Bank.  Debtor hereby  appoints
Bank its  attorney-in-fact,  which  appointment shall be irrevocable and coupled
with an interest for so long as  Obligations  are unpaid,  to file proof of loss
and/or any other forms  required to collect from any insurer any amount due from
any damage or destruction  of Collateral,  to agree to and bind Debtor as to the
amount of said  recovery,  to  designate  payee(s)  of such  recovery,  to grant
releases to insurer, to grant subrogation rights to any insurer,  and to endorse
any  settlement  check  or  draft.  Debtor  agrees  not to  exercise  any of the
foregoing powers granted to Bank without Bank's prior written consent.



                                     Page 2
<PAGE>

FINANCING STATEMENTS,  POWER OF ATTORNEY. No financing statement (other than any
filed or  approved by Bank)  covering  any  Collateral  is on file in any public
filing  office.  On request of Bank,  Debtor will execute one or more  financing
statements in form  satisfactory  to Bank and will pay all costs and expenses of
filing  the same or of filing  this  Security  Agreement  in all  public  filing
offices,  where filing is deemed by Bank to be desirable.  Bank is authorized to
file financing  statements  relating to Collateral  without  Debtor's  signature
where  authorized by law.  Debtor hereby  constitutes and appoints Bank the true
and lawful  attorney of Debtor with full power of  substitution  to take any and
all appropriate  action and to execute any and all documents or instruments that
may be necessary or desirable to accomplish  the purpose and carry out the terms
of this Security Agreement, including, without limitation, to complete, execute,
and deliver any Control  Agreement(s) by Bank,  Debtor and Third Party(ies) that
may be or become required in connection herewith  (individually and collectively
the "Control  Agreement"),  and any instructions to Third Party(ies)  regarding,
among other  things,  control and  disposition  of any  Collateral  which is the
subject of such Control Agreement(s). The foregoing power of attorney is coupled
with an interest and shall be irrevocable until all of the Obligations have been
paid in full.  Neither Bank nor anyone  acting on its behalf shall be liable for
acts,  omissions,  errors in judgment,  or mistakes in fact in such  capacity as
attorney-in-fact.  Debtor ratifies all acts of Bank as attorney-in-fact.  Debtor
agrees to take such other actions,  at Debtor's  expense,  as might be requested
for the perfection,  continuation  and  assignment,  in whole or in part, of the
security  interests  granted  herein  and to  assure  Bank's  intended  priority
position. If certificates,  passbooks, or other documentation or evidence is/are
issued  or  outstanding  as to any of the  Collateral,  Debtor  will  cause  the
security  interests of Bank to be properly  protected,  including  perfection by
notation thereon or delivery thereof to Bank.

LANDLORD/MORTGAGEE  WAIVERS.  Debtor shall cause each mortgagee of real property
owned by Debtor and each landlord of real  property  leased by Debtor to execute
and deliver instruments satisfactory in form and substance to Bank by which such
mortgagee or landlord subordinates its rights, if any, in the Collateral.

CONTROL.  Debtor will cooperate  with Bank in obtaining  control with respect to
Collateral consisting of electronic chattel paper. Debtor authorizes and directs
Third Party to comply with the terms of this Security Agreement, to enter into a
Control  Agreement,  to mark its records to show the security interest of and/or
the transfer to Bank of the property pledged hereunder.

CHATTEL PAPER,  ACCOUNTS,  GENERAL INTANGIBLES.  Debtor warrants that Collateral
consisting of chattel paper, accounts, or general intangibles is (i) genuine and
enforceable  in  accordance  with its terms;  (ii) not  subject to any  defense,
set-off,  claim or counterclaim of a material nature against Debtor except as to
which  Debtor has notified  Bank in writing;  and (iii) not subject to any other
circumstances that would impair the validity,  enforceability,  value, or amount
of such  Collateral  except as to which  Debtor has  notified  Bank in  writing.
Debtor shall not amend,  modify or supplement  any lease,  contract or agreement
contained in Collateral or waive any  provision  therein,  without prior written
consent of Bank.  Debtor  will not create any  tangible  chattel  paper  without
placing a legend on the chattel paper  acceptable to Bank  indicating  that Bank
has a  security  interest  in the  chattel  paper.  Debtor  will not  create any
electronic  chattel paper without  taking all steps deemed  necessary by Bank to
confer control of the electronic  chattel paper upon Bank in accordance with the
UCC.

ACCOUNT INFORMATION.  From time to time, at Bank's request, Debtor shall provide
Bank with schedules  describing all accounts,  including  customers'  addresses,
created or acquired by Debtor and at Bank's  request  shall  execute and deliver
written assignments of contracts and other documents evidencing such accounts to
Bank.  Together with each schedule,  Debtor shall, if requested by Bank, furnish
Bank with copies of Debtor's sales journals,  invoices, customer purchase orders
or the  equivalent,  and  original  shipping or delivery  receipts for all goods
sold, and Debtor warrants the genuineness thereof.

ACCOUNT DEBTORS.  If a Default should occur, Bank shall have the right to notify
the account  debtors  obligated on any or all of the  Collateral to make payment
thereof  directly to Bank and Bank may take  control of all proceeds of any such
Collateral,  which  rights  Bank  may  exercise  at any  time.  The cost of such
collection and  enforcement,  including  attorneys' fees and expenses,  shall be
borne  solely by Debtor

                                     Page 3
<PAGE>

whether  the same is incurred by Bank or Debtor.  If a Default  should  occur or
upon demand of Bank, Debtor will, upon receipt of all checks,  drafts,  cash and
other  remittances in payment on Collateral,  deposit the same in a special bank
account maintained with Bank, over which Bank also has the power of withdrawal.

If a Default should occur, no discount, credit, or allowance shall be granted by
Debtor to any account debtor and no return of  merchandise  shall be accepted by
Debtor  without  Bank's  consent.  Bank  may,  after  Default,  settle or adjust
disputes and claims  directly  with  account  debtors for amounts and upon terms
that  Bank  considers  advisable,  and  in  such  cases  Bank  will  credit  the
Obligations  with the net amounts  received by Bank,  after deducting all of the
expenses  incurred by Bank.  Debtor agrees to indemnify and defend Bank and hold
it harmless  with respect to any claim or  proceeding  arising out of any matter
related to collection of Collateral.

GOVERNMENT  CONTRACTS.  If any Collateral covered hereby arises from obligations
due  to  Debtor  from  any  governmental  unit  or  organization,  Debtor  shall
immediately  notify  Bank in writing  and  execute  all  documents  and take all
actions deemed necessary by Bank to ensure recognition by such governmental unit
or organization of the rights of Bank in the Collateral.

INVENTORY.  So long as no Default has  occurred,  Debtor shall have the right in
the regular  course of business,  to process and sell Debtor's  inventory.  If a
Default  should occur or upon demand of Bank,  Debtor will,  upon receipt of all
checks,  drafts,  cash and other  remittances,  in payment of  Collateral  sold,
deposit the same in a special bank account maintained with Bank, over which Bank
also has the power of  withdrawal.  Debtor shall comply in all respects with all
laws,  regulations,  rulings,  and orders  applicable to Debtor or its assets or
business including,  without limitation, the Federal Fair labor Standards Act in
the conduct of its business and the production of inventory. Debtor shall notify
Bank immediately of any violation by Debtor of the Fair Labor Standards Act, and
a  failure  of  Debtor  to  so  notify  Bank  shall   constitute   a  continuing
representation  that all inventory then existing has been produced in compliance
with the Fair Labor Standards Act.

INSTRUMENTS,  CHATTEL  PAPER,  DOCUMENTS.  Any Collateral  that is  instruments,
chattel  paper and  negotiable  documents  will be  properly  assigned  to,  the
originals of any such  Collateral  in tangible form  deposited  with and held by
Bank, unless Bank shall hereafter  otherwise direct or consent in writing.  Bank
may, without notice,  before or after maturity of the Obligations,  exercise any
or all rights of collection,  conversion,  or exchange and other similar rights,
privileges and options  pertaining to  Collateral,  but shall have no duty to do
so.

COLLATERAL DUTIES. Bank shall have no custodial or ministerial duties to perform
with respect to Collateral  pledged  except as set forth  herein;  and by way of
explanation and not by way of limitation,  Bank shall incur no liability for any
of the following:  (i) loss or depreciation of Collateral  (unless caused by its
willful misconduct or gross  negligence),  (ii) failure to present any paper for
payment or protest, to protest or give notice of nonpayment, or any other notice
with respect to any paper or Collateral.

TRANSFER OF  COLLATERAL.  Bank may assign its rights in  Collateral  or any part
thereof to any assignee who shall  thereupon  become  vested with all the powers
and rights herein given to Bank with respect to the property so transferred  and
delivered,  and Bank shall  thereafter be forever  relieved and fully discharged
from any  liability  with  respect to such  property  so  transferred,  but with
respect to any  property  not so  transferred,  Bank shall retain all rights and
powers hereby given.

INSPECTION,  BOOKS AND  RECORDS.  Debtor  will at all times  keep  accurate  and
complete  records  covering  each item of  Collateral,  including  the  proceeds
therefrom.  Bank, or any of its agents, shall have the right, at intervals to be
determined  by Bank and without  hindrance  or delay,  at Debtor's  expense,  to
inspect,  audit,  and examine the  Collateral and to make copies of and extracts
from the books, records,  journals,  orders, receipts,  correspondence and other
data relating to Collateral,  Debtor's business or any other transaction between
the parties hereto.  Debtor will at its expense furnish Bank copies thereof upon
request.



                                     Page 4
<PAGE>


CROSS COLLATERALIZATION  LIMITATION. As to any other existing or future consumer
purpose loan made by Bank to Debtor,  within the meaning of the Federal Consumer
Credit  Protection  Act, Bank  expressly  waives any security  interest  granted
herein in  Collateral  that Debtor uses as a principal  dwelling  and  household
goods.

ATTORNEYS'  FEES AND OTHER COSTS OF  COLLECTION.  Debtor shall pay all of Bank's
reasonable  expenses  incurred  in  enforcing  this  Security  Agreement  and in
preserving and liquidating Collateral,  including but not limited to, reasonable
arbitration,  paralegals',  attorneys'  and experts' fees and expenses,  whether
incurred with or without the  commencement  of a suit,  trial,  arbitration,  or
administrative proceeding, or in any appellate or bankruptcy proceeding.

DEFAULT.  If any of the  following  occurs,  a default  ("Default")  under  this
Security  Agreement shall exist: LOAN DOCUMENT DEFAULT. A default under any Loan
Document.  COLLATERAL LOSS OR DESTRUCTION.  Any loss, theft, substantial damage,
or  destruction  of Collateral  not fully  covered by insurance,  or as to which
insurance  proceeds  are not  remitted  to  Bank  within  30  days of the  loss.
COLLATERAL  SALE, LEASE OR ENCUMBRANCE.  Any sale,  lease, or encumbrance of any
Collateral not  specifically  permitted  herein without prior written consent of
Bank.  LEVY,  SEIZURE  OR  ATTACHMENT.  The  making  of any  levy,  seizure,  or
attachment on or of Collateral which is not removed within 10 days. UNAUTHORIZED
COLLECTION OF COLLATERAL.  Any attempt to collect,  cash in or otherwise recover
deposits that are  Collateral.  THIRD PARTY  BREACH.  Any default or breach by a
Third Party of any  provision  contained  in any Control  Agreement  executed in
connection with any of the Collateral.  UNAUTHORIZED TERMINATION. Any attempt to
terminate,  revoke,  rescind,  modify,  or  violate  the terms of this  Security
Agreement or any Control Agreement without the prior written consent of Bank.

REMEDIES ON DEFAULT  (INCLUDING POWER OF SALE). If a Default occurs,  all of the
Obligations shall be immediately due and payable,  without notice and Bank shall
have all the rights and remedies of a secured party under the Uniform Commercial
Code.  Without  limitation  thereto,  Bank shall have the  following  rights and
remedies:  (i) to take  immediate  possession of  Collateral,  without notice or
resort to legal  process,  and for such  purpose,  to enter upon any premises on
which  Collateral  or any part  thereof may be  situated  and to remove the same
therefrom,  or, at its option, to render Collateral  unusable or dispose of said
Collateral  on  Debtor's  premises;  (ii) to  require  Debtor  to  assemble  the
Collateral  and make it available to Bank at a place to be  designated  by Bank;
(iii) to  exercise  its right of set-off or bank lien as to any monies of Debtor
deposited in accounts of any nature maintained by Debtor with Bank or affiliates
of Bank, without advance notice, regardless of whether such accounts are general
or special; (iv) to dispose of Collateral,  as a unit or in parcels,  separately
or with any real property interests also securing the Obligations, in any county
or place to be  selected  by Bank,  at either  private or public  sale (at which
public sale Bank may be the  purchaser)  with or without  having the  Collateral
physically present at said sale.

Any notice of sale, disposition or other action by Bank required by law and sent
to Debtor at Debtor's address shown above, or at such other address of Debtor as
may from time to time be shown on the records of Bank,  at least 5 days prior to
such  action,  shall  constitute  reasonable  notice to Debtor.  Notice shall be
deemed given or sent when mailed postage prepaid to Debtor's address as provided
herein.  Bank  shall be  entitled  to apply  the  proceeds  of any sale or other
disposition of the Collateral, and the payments received by Bank with respect to
any of the  Collateral,  to  Obligations  in such  order and  manner as Bank may
determine.  Collateral  that is  subject  to  rapid  declines  in  value  and is
customarily  sold  in  recognized  markets  may  be  disposed  of by  Bank  in a
recognized  market for such collateral  without providing notice of sale. Debtor
waives any and all requirements that the Bank sell or dispose of all or any part
of the  Collateral at any  particular  time,  regardless  of whether  Debtor has
requested such sale or disposition.

REMEDIES  ARE  CUMULATIVE.  No failure on the part of Bank to  exercise,  and no
delay in exercising,  any right,  power or remedy  hereunder  shall operate as a
waiver thereof,  nor shall any single or partial  exercise by Bank or any right,
power or remedy hereunder  preclude any other or further exercise thereof or the
exercise  of any right,  power or  remedy.  The  remedies  herein  provided  are
cumulative and are not exclusive of any remedies  provided by law, in equity, or
in other Loan Documents.



                                     Page 5
<PAGE>


MISCELLANEOUS.  (i) AMENDMENTS AND WAIVERS. No waiver, amendment or modification
of any provision of this Security Agreement shall be valid unless in writing and
signed by Debtor and an officer of Bank.  No waiver by Bank of any Default shall
operate  as a waiver of any other  Default  or of the same  Default  on a future
occasion.  (ii) ASSIGNMENT.  All rights of Bank hereunder are freely assignable,
in whole or in part,  and shall  inure to the benefit of and be  enforceable  by
Bank, its successors, assigns and affiliates. Debtor shall not assign its rights
and  interest  hereunder  without  the prior  written  consent of Bank,  and any
attempt by Debtor to assign  without  Bank's prior  written  consent is null and
void.  Any  assignment  shall not  release  Debtor  from the  Obligations.  This
Security  Agreement  shall be  binding  upon  Debtor,  and the  heirs,  personal
representatives,  successors,  and  assigns of  Debtor.  (iii)  APPLICABLE  LAW;
CONFLICT  BETWEEN  DOCUMENTS.  This Security  Agreement shall be governed by and
construed  under the law of the  jurisdiction  named in the  address of the Bank
first shown above (the  "Jurisdiction")  without  regard to that  Jurisdiction's
conflict  of laws  principles,  except to the extent that the UCC  requires  the
application  of the  law of a  different  jurisdiction.  If any  terms  of  this
Security  Agreement  conflict  with the terms of any  commitment  letter or loan
proposal, the terms of this Security Agreement shall control. (iv) JURISDICTION.
Debtor  irrevocably  agrees  to  non-exclusive   personal  jurisdiction  in  the
Jurisdiction  in which  the  office  of Bank as  stated  above is  located.  (v)
SEVERABILITY. If any provision of this Security Agreement shall be prohibited by
or invalid under applicable law, such provision shall be ineffective but only to
the extent of such prohibition or invalidity, without invalidating the remainder
of such provision or the remaining  provisions of this Security Agreement.  (vi)
NOTICES.  Any notices to Debtor shall be  sufficiently  given, if in writing and
mailed or delivered  to the address of Debtor shown above or such other  address
as provided  hereunder;  and to Bank,  if in writing and mailed or  delivered to
Bank's  office  address shown above or such other address as Bank may specify in
writing from time to time.  In the event that Debtor  changes  Debtor's  mailing
address at any time prior to the date the Obligations  are paid in full,  Debtor
agrees to promptly  give written  notice of said change of address by registered
or  certified  mail,  return  receipt  requested,  all  charges  prepaid.  (vii)
CAPTIONS.  The captions  contained  herein are inserted for convenience only and
shall not affect the meaning or interpretation of this Security Agreement or any
provision hereof.  The use of the plural shall also mean the singular,  and vice
versa.  (viii)  JOINT AND SEVERAL  LIABILITY.  If more than one party has signed
this  Security  Agreement,  such  parties are jointly  and  severally  obligated
hereunder.  (ix) BINDING CONTRACT. Debtor by execution and Bank by acceptance of
this  Security  Agreement,  agree  that  each  party is bound by all  terms  and
provisions of this Security Agreement.

DEFINITIONS.  LOAN DOCUMENTS. The term "Loan Documents" refers to all documents,
including  this  Agreement,  whether  now or  hereafter  existing,  executed  in
connection  with  or  related  to the  Obligations,  and  may  include,  without
limitation  and whether  executed by Debtor or others,  commitment  letters that
survive closing, loan agreements, promissory notes, guaranty agreements, deposit
or other similar agreements,  other security  agreements,  letters of credit and
applications for letters of credit, security instruments,  financing statements,
mortgage  instruments,  any  renewals  or  modifications,  whenever  any  of the
foregoing are executed,  but does not include swap  agreements (as defined in 11
U.S.C.  ss.  101).  THIRD  PARTY.  The term  "Third  Party"  means  any  Broker,
Collateral Agent,  Securities  Intermediary  and/or bank which from time to time
maintains a securities  account,  and is acting in such capacity,  for Debtor or
maintains  a  deposit  account  for  Debtor  with  respect  to any  part  of the
Collateral.  UCC.  "UCC"  means the Uniform  Commercial  Code as  presently  and
hereafter enacted in the  Jurisdiction.  TERMS DEFINED IN THE UCC. Any term used
in this Agreement and in any financing  statement  filed in connection  herewith
which is defined in the UCC and not otherwise  defined in this  Agreement or any
other  Loan  Document  has the  meaning  given to the  term in the  UCC.  Debtor
acknowledges  and understands  that any such term relating to the description of
Collateral  may be defined in one or both of (i) the version of Article 9 of the
UCC as enacted and in force in the  Jurisdiction  on the date this  Agreement is
signed  by  Debtor  or  (ii)  a  revised   version  of  Article  9  of  the  UCC
(substantially  in the form of Revised Article 9 (2000 Revision) version thereof
promulgated by the National  Conference of  Commissioners  on Uniform State Laws
and the American Law  Institute)  ("Revised  Article 9") enacted and in force in
the Jurisdiction at any relevant future time. In light of the foregoing,  Debtor
agrees that,  if terms  defining  items or classes of  Collateral  change or are
added as a result of the enactment of Revised Article 9 in the Jurisdiction, the
meaning to be ascribed to any such term with respect to any  particular  item or
class of Collateral  hereunder and the interpretation  thereof after the date of
such enactment  shall be (a) if such term is defined in both versions

                                     Page 6
<PAGE>

of Article 9 and such definitions  differ,  the broader or more  encompassing of
the two definitions,  regardless of duplication, and (b) if such term is defined
under only one of the versions of Article 9, the definition in that version.

IN WITNESS WHEREOF,  Debtor, on the day and year first written above, has caused
this Security Agreement to be executed under seal.

                                     Bio-Imaging Technologies, Inc.
                                     Taxpayer Identification Number:  11-2872047


                                     By:/s/Mark L. Weinstein-(seal)
                                        --------------------------------




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