SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                   FORM 10-QSB

               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 1999
                           Commission File No. 1-11182


                         BIO-IMAGING TECHNOLOGIES, INC.
        -----------------------------------------------------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)


         Delaware                                        11-2872047
--------------------------------            ------------------------------------
 (State or Other Jurisdiction of            (I.R.S. Employer Identification No.)
 Incorporation or Organization)


830 Bear Tavern Road, West Trenton, New Jersey                      08628-1020
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                            (Zip Code)


                                 (609) 883-2000
                         ------------------------------
                           (Issuer's Telephone Number,
                              Including Area Code)


     Check  whether  the Issuer:  (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days.

                  Yes:   X                             No:
                       ----                                ----

     State the number of shares  outstanding of each of the Issuer's  classes of
common stock, as of March 31, 1999:

Class                                                  Number of Shares
-----                                                  ----------------

Common Stock, $.00025 par value                             7,773,878

     Transitional Small Business Disclosure Format (check one):

                  Yes:                                 No:   X
                       ----                                ----

<PAGE>
                 BIO-IMAGING TECHNOLOGIES, INC. AND SUBSIDIARIES
                 -----------------------------------------------

                                TABLE OF CONTENTS
                                -----------------

                                                                            Page
                                                                            ----

PART I    FINANCIAL INFORMATION

     Item 1.   Financial Statements.........................................  1

          CONSOLIDATED BALANCE SHEETS
          as of March 31, 1999 (unaudited) and
          September 30, 1998................................................  2

          CONSOLIDATED STATEMENTS OF OPERATIONS
          For the Six Months Ended March 31, 1999 and 1998
          (unaudited).......................................................  3

          CONSOLIDATED STATEMENTS OF OPERATIONS
          For the Three Months Ended March 31, 1999 and 1998
          (unaudited).......................................................  4

          CONSOLIDATED STATEMENTS OF CASH FLOWS
          For the Six Months Ended March 31, 1999 and 1998
          (unaudited).......................................................  5

          NOTES TO CONSOLIDATED FINANCIAL
          STATEMENTS (unaudited)............................................  6

     Item 2.   Management's Discussion and Analysis of Financial
               Condition and Results of Operations..........................  9

          Results of Operations............................................. 10

          Liquidity and Capital Resources................................... 15

PART II   OTHER INFORMATION

     Item 4.   Submission of Matters to a Vote of Security Holders.......... 18

     Item 5.   Other Information............................................ 20

     Item 6.   Exhibits and Reports on Form 8-K............................. 22

SIGNATURES.................................................................. 23



                                      - i -
<PAGE>

                         PART I. FINANCIAL INFORMATION.
                         ------------------------------

ITEM 1.   FINANCIAL STATEMENTS.

     Certain  information  and footnote  disclosures  required  under  generally
accepted accounting principles have been condensed or omitted from the following
consolidated  financial  statements pursuant to the rules and regulations of the
Securities and Exchange Commission, although Bio-Imaging Technologies, Inc. (the
"Company") believes that such financial  disclosures are adequate to assure that
the  information  presented  is not  misleading  in any  material  respect.  The
following  consolidated  financial statements should be read in conjunction with
the year-end consolidated financial statements and notes thereto included in the
Company's  Annual Report on Form 10-KSB for the fiscal year ended  September 30,
1998.

     The results of operations for the interim periods  presented herein are not
necessarily indicative of the results to be expected for the entire fiscal year.



                                      -1-
<PAGE>
                 BIO-IMAGING TECHNOLOGIES, INC. AND SUBSIDIARIES
                 -----------------------------------------------

                           CONSOLIDATED BALANCE SHEETS
                           ---------------------------


                                                   March 31,       September 30,
                                                     1999              1998
                                                ---------------   --------------
                                                  (unaudited)

                           ASSETS
Current assets:
  Cash and cash equivalents.....................  $   567,980       $ 1,527,330
  Accounts receivable, net......................    1,551,803           626,376
  Prepaid expenses and other current assets.....      133,022            84,747
                                                   ----------        ----------
    Total current assets........................    2,252,805         2,238,453

Property and equipment, net.....................    1,317,883         1,543,434

Other assets ...................................       31,305            32,235
                                                   ----------        ----------

    Total assets................................  $ 3,601,993       $ 3,814,122
                                                   ==========        ==========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Deferred revenue..............................  $   403,865       $   522,605
  Accounts payable..............................      160,358           142,071
  Accrued expenses and other current
    liabilities.................................      366,396           261,063
  Current maturities of long-term debt..........       74,118            49,956
                                                   ----------        ----------
    Total current liabilities...................    1,004,737           975,695
Long-term debt..................................       80,951            26,808
                                                   ----------        ----------
    Total liabilities...........................    1,085,688         1,002,503
                                                   ----------        ----------

Stockholders' equity:
  Preferred stock - $.00025 par value;
   authorized 3,000,000 shares, 416,667
   issued and outstanding ($500,000
   liquidation preference)......................          104               104
  Common stock - $.00025 par value; authorized
   18,000,000 shares, 7,773,878 shares issued
   and outstanding at March 31, 1999 and
   September 30, 1998...........................        1,944             1,944
  Additional paid-in capital....................    9,231,497         9,231,497
  Accumulated deficit...........................   (6,717,240)       (6,421,926)
                                                   ----------        ----------
    Stockholders' equity........................    2,516,305         2,811,619
                                                   ----------        ----------

    Total liabilities and stockholders' equity..  $ 3,601,993       $ 3,814,122
                                                   ==========        ==========




                 See Notes to Consolidated Financial Statements

                                      -2-
<PAGE>
                 BIO-IMAGING TECHNOLOGIES, INC. AND SUBSIDIARIES
                 -----------------------------------------------
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      -------------------------------------
                                   (unaudited)


                                                      For the Six Months Ended
                                                              March 31,
                                                --------------------------------
                                                      1999              1998
                                                      ----              ----


Project revenues...............................  $  2,152,760      $  2,063,911
                                                  -----------       -----------

Cost and expenses:

    Cost of revenues...........................     1,194,788           962,721

    General and administrative expenses........       648,495           764,096

    Sales and marketing expenses...............       481,528           526,097

    Research and development expenses..........       116,381           139,309

    Non-recurring charges......................            --           558,136
                                                  -----------       -----------

Total cost and expenses........................     2,441,192         2,950,359
                                                  -----------       -----------

Loss from operations...........................      (288,432)         (886,448)

Interest income - net..........................        13,118            49,631
                                                  -----------       -----------

Net loss.......................................      (275,314)         (836,817)

Dividends on preferred stock...................        20,000            20,000
                                                  -----------       -----------

Net loss applicable to common stock............  $   (295,314)     $   (856,817)
                                                  ===========       ===========

Basic loss per common share....................  $      (0.04)     $      (0.11)
                                                  ===========       ===========

Weighted average number of common
  shares.......................................     7,773,878         7,770,563
                                                  ===========       ===========

Diluted loss per common share..................  $      (0.04)     $      (0.11)
                                                  ===========       ===========

Weighted average number of common and dilutive
  common equivalent shares.....................     7,773,878         7,770,563
                                                  ===========       ===========


                 See Notes to Consolidated Financial Statements

                                      -3-
<PAGE>
                 BIO-IMAGING TECHNOLOGIES, INC. AND SUBSIDIARIES
                 -----------------------------------------------
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      -------------------------------------
                                   (unaudited)


                                                     For the Three Months Ended
                                                             March 31,
                                                 -------------------------------
                                                      1999               1998
                                                      ----               ----


Project revenues...............................  $  1,328,468      $    945,815
                                                  -----------       -----------

Cost and expenses:

    Cost of revenues...........................       634,027           458,218

    General and administrative expenses........       331,096           295,337

    Sales and marketing expenses...............       240,211           249,163

    Research and development expenses..........        56,813            66,653

    Non-recurring charges......................            --           408,136
                                                  -----------       -----------

Total cost and expenses........................     1,262,147         1,477,507
                                                  -----------       -----------

Income (loss) from operations..................        66,321          (531,692)

Interest income - net..........................         4,189            22,933
                                                  -----------       -----------

Net income (loss)..............................        70,510          (508,759)

Dividends on preferred stock...................        10,000            10,000
                                                  -----------       -----------

Net income (loss) applicable to common stock...  $     60,510      $   (518,759)
                                                  ===========       ===========

Basic earnings (loss) per common share.........  $       0.01      $      (0.07)
                                                  ===========       ===========

Weighted average number of common
  shares.......................................     7,773,878         7,773,878
                                                  ===========       ===========

Diluted earnings (loss) per common share.......  $       0.01      $      (0.07)
                                                  ===========       ===========

Weighted average number of common and dilutive
  common equivalent shares.....................     7,773,878         7,773,878
                                                  ===========       ===========


                 See Notes to Consolidated Financial Statements

                                      -4-
<PAGE>
                 BIO-IMAGING TECHNOLOGIES, INC. AND SUBSIDIARIES
                 -----------------------------------------------

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------
                                   (unaudited)

                                                      For the Six Months Ended
                                                              March 31,
                                                  ------------------------------
                                                      1999              1998
                                                      ----              ----

Cash flows from operating activities:
  Net loss ....................................  $   (275,314)     $   (836,817)
  Adjustments to reconcile net loss to net
   cash used in operating activities:
    Depreciation and amortization..............       273,774           308,656
    Changes in operating assets and liabilities:
      (Increase) decrease in accounts 
         receivable............................      (925,427)           31,114
      Increase in prepaid expenses and other
         current assets........................       (48,275)          (21,515)
      Decrease in other assets.................           930            11,117
      Decrease in deferred revenue.............      (118,740)          (92,462)
      Increase in accounts payable.............        18,287            92,619
      Increase in accrued expenses and other
         current liabilities...................       105,333           206,899
                                                  -----------       -----------
      Net cash used in operating activities....      (969,432)         (300,389)
                                                  -----------       -----------

Cash flows from investing activities:
  Purchases of property and equipment..........       (48,223)         (118,969)
                                                  -----------       -----------
      Net cash used in investing activities....       (48,223)         (118,969)
                                                  -----------       -----------

Cash flows from financing activities:
  Payments under equipment lease obligations...       (31,695)          (51,086)
  Dividends paid on preferred stock............       (20,000)          (20,286)
  Proceeds from notes payable..................       110,000                 -
  Proceeds from exercise of stock options......             -            15,899
                                                  -----------       -----------
      Net cash provided by (used in) financing
        activities.............................        58,305           (55,473)
                                                  -----------       -----------

Net decrease in cash and cash equivalents......      (959,350)         (474,831)

Cash and cash equivalents at beginning of
 period........................................     1,527,330         2,367,658
                                                  -----------       -----------

Cash and cash equivalents at end of period.....  $    567,980      $  1,892,827
                                                  ===========       ===========

Supplemental disclosures of cash flow
 information:
  Cash paid during the period for interest.....  $      2,298      $      3,878
                                                  ===========       ===========










                 See Notes to Consolidated Financial Statements

                                      -5-
<PAGE>
                 BIO-IMAGING TECHNOLOGIES, INC. AND SUBSIDIARIES
                 -----------------------------------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                                   (unaudited)



Note 1 - Basis of Presentation:

     The financial statements included herein have been prepared by the Company,
without  audit,  pursuant to the rules and  regulations  of the  Securities  and
Exchange  Commission.  Certain  information  and footnote  disclosures  normally
included in financial  statements prepared in accordance with generally accepted
accounting  principles have been condensed or omitted pursuant to such rules and
regulations.   These  consolidated   financial  statements  should  be  read  in
conjunction  with  the  consolidated  financial  statements  and  notes  thereto
included  in the  Company's  Annual  Report on Form  10-KSB  for the year  ended
September 30, 1998.

     In the  opinion of the  Company's  management  the  accompanying  unaudited
consolidated financial statements contain all adjustments,  consisting solely of
those which are of a normal  recurring  nature,  necessary to present fairly its
financial  position as of March 31, 1999,  the results of its operations for the
three-month  and  six-month  periods  ended March 31, 1999 and 1998 and its cash
flows for the six-month periods ended March 31, 1999 and March 31, 1998.

     Interim  results  are not  necessarily  indicative  of results for the full
fiscal year.

     Basic earnings  (loss) per common share was  calculated  based upon the net
loss available to common stockholders  divided by the weighted average number of
shares of common  stock  outstanding  during the period.  Diluted  earnings  per
common  share for the  three months  ended March 31, 1999  exclude the impact of
preferred stock and options and warrants as they are antidilutive.  Diluted loss
per common  share for the three months ended March 31, 1998 and six months ended
March 31, 1999 and 1998  exclude the impact of  preferred  stock and options and
warrants as they are antidilutive.





                                      -6-
<PAGE>
                 BIO-IMAGING TECHNOLOGIES, INC. AND SUBSIDIARIES
                 -----------------------------------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                                   (unaudited)


Note 1 - Basis of Presentation: (continued)

     The  computation  of basic  (loss)  earnings  per common  share and diluted
(loss) earnings per common share were as follows:
<TABLE>
<CAPTION>
                                              Six Months Ended                 Three Months Ended
                                                  March 31,                          March 31,
                                      -------------------------------    ------------------------------

                                           1999             1998             1999             1998
                                      --------------   --------------    -------------   --------------
<S>                                   <C>              <C>               <C>             <C>          
Net (loss) income..................   $   (275,314)    $   (836,817)     $    70,510     $   (508,759)

Dividends on preferred stock.......         20,000           20,000           10,000           10,000
                                       -----------      -----------       ----------      -----------

Net (loss) income applicable
  to common stock - basic..........   $   (295,314)    $   (856,817)     $    60,510     $   (518,759)
                                       -----------      -----------       ----------      -----------

Dilutive dividends on preferred
  stock............................             --               --               --               --
                                       -----------      -----------       ----------      -----------

Net (loss) income applicable
  to common stock - diluted........   $   (295,314)    $   (856,817)     $    60,510     $   (518,759)
                                       -----------      -----------       ----------      -----------

Denominator:

Weighted average number of
  common shares....................      7,773,878        7,770,563        7,773,878        7,773,878
Basic (loss) earnings per
  common share.....................   $      (0.04)    $      (0.11)     $      0.01     $      (0.07)
                                       ===========      ===========      ===========      ===========

Denominator:

Weighted average number of
  common shares....................      7,773,878        7,770,563        7,773,878        7,773,878
Common share equivalents of
  outstanding stock options and
  warrants.........................             --               --               --               --
Common share equivalents of
  dilutive outstanding preferred
  stock............................             --               --               --               --
                                       -----------      -----------       ----------      -----------

Total shares.......................      7,773,878        7,770,563        7,773,878        7,773,878
                                       -----------      -----------       ----------      -----------

Diluted (loss) earnings per
  common share.....................   $      (0.04)    $      (0.11)     $      0.01     $     (0.07)
                                       ===========      ===========      ===========      ===========
</TABLE>


                                      -7-
<PAGE>
                 BIO-IMAGING TECHNOLOGIES, INC. AND SUBSIDIARIES
                 -----------------------------------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                                   (unaudited)


Note 2 - Stockholders' Equity:

     The Company has 416,667 shares of Series A Preferred  Stock (the "Preferred
Stock")  outstanding.  The Preferred  Stock provides for (i) voting rights on an
as-converted to Common Stock basis, with standard protective provisions;  (ii) a
liquidation  preference of $1.20 per share; (iii)  anti-dilution  protection and
price protection  provisions;  (iv) cumulative dividends of $0.096 per share per
annum,  payable out of funds legally  available for the payment of dividends and
only upon declaration of dividends by the Board of Directors of the Company; and
(v) registration rights with respect to the shares of Common Stock issuable upon
conversion  of the  Preferred  Stock.  Dividends  are  payable in cash or in the
Company's Common Stock at the Company's discretion.

     The Company has neither  paid nor  declared  dividends  on its Common Stock
since its  inception  and does not plan to pay  dividends on its Common Stock in
the foreseeable  future. The Company expects that any earnings which the Company
may realize and which are not paid as dividends  to holders of  Preferred  Stock
will be retained to finance the growth of the Company.

Note 3 - Subsequent Event:

     On April 23, 1999, the Company  executed a letter of intent to acquire Bona
Fide, Ltd. ("Bona Fide"),  an independent  contract  research  organization that
provides DEXA QA/QC to the  pharmaceutical  industry for studies  requiring bone
densitometry as well as studies  requiring body composition  measurements.  Bona
Fide was  founded in 1993 and has been a wholly  owned  subsidiary  of the LUNAR
Corporation.  Based on successful  completion of the due diligence process,  the
transaction is expected to close in May 1999, and all Bona Fide  operations will
be relocated to the Company's  corporate  headquarters  located in West Trenton,
New Jersey.  There can be no assurance,  however,  that such acquisition will be
consummated on terms acceptable to the Company, if at all.




                                      -8-
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS.

OVERVIEW

     The Company is a  pharmaceutical  contract service  organization  providing
services  that support the product  development  process of the  pharmaceutical,
biotechnology  and  medical  device  industries.   The  Company  specializes  in
assisting  its  clients  in the  design and  management  of the  medical-imaging
component of clinical trials.  The Company  provides  services which include the
processing  and analysis of medical  images and the  data-basing  and regulatory
submission of medical images,  quantitative data and text.  Although the Company
experienced  a loss for the six  months  ended  March 31,  1999,  the  Company's
project  revenues  increased  as  compared  to the same  period  last  year.  In
addition,  the Company was  profitable for the three months ended March 31, 1999
as compared to a net loss for the same period last year.  Project  revenues were
generated  from 25 clients  encompassing  39 projects  for the six months  ended
March 31, 1999 as compared to 22 clients  encompassing  32 projects for the same
period last year.

     The Company's sales cycle (the period from the  presentation by the Company
to a  potential  client to the  engagement  of the  Company  by such  client) is
generally  nine months.  In addition,  the contracts  under which the Company is
engaged to perform services  typically cover a period of 12 to 36 months and the
volume and type of services  performed by the Company  generally vary during the
course of a project.  In an effort to expand its client base,  obtain additional
contracts and generate additional revenues,  the Company increased its sales and
marketing  efforts during the fiscal year ended  September 30, 1998. As of March
31,  1999,  the  Company  believes  that these  efforts are  beginning  to yield
positive  results.  No assurance can be made that the Company's project revenues
will increase to levels required to maintain profitability.

     The Company  believes  that demand for its services and  technologies  will
grow  during  the  longer  term  as the use of  digital  technologies  for  data
acquisition  and  management  increases in the  radiology  and drug  development
communities.  The  Company  also  believes  that there is a growing  recognition
within  the  bio-pharmaceutical  industry  regarding  the use of an  independent
centralized core laboratory for analysis of medical imaging data that is derived
from clinical trials and the rigorous  regulatory  requirements  relating to the
submission  of  this  data.  In  addition,  the  United  States  Food  and  Drug
Administration  is  gaining  experience  with  electronic   submissions  and  is
continuing to develop guidelines for computerized  submission of data, including
medical  images.  Furthermore,  the increased use of digital  medical  images in
clinical  trials,  especially  for important drug classes such as neurologic and
oncologic  therapeutics and diagnostic  image agents,  generate large amounts of
image  data  that  will  require  processing,   analysis,  data  management  and
submission services. Due to several factors,  including,  without limitation, an
increase in competition, there can be no assurance that demand for the Company's
services and  technologies  will grow,  or sustain  growth,  or that  additional
revenue generating opportunities will be realized by the Company.

                                      -9-
<PAGE>

     Certain  matters   discussed  in  the  Form  10-QSB  are   "forward-looking
statements" intended to qualify for the safe harbors from liability  established
by the Private  Securities  Litigation  Reform Act of 1995. In  particular,  the
Company's  statements  regarding  the  demand  for the  Company's  services  and
technologies,  growing  recognition for the use of independent  centralized core
laboratories,  trends  toward the  outsourcing  of imaging  services in clinical
trials,  realized return from the Company's  marketing efforts and increased use
of  digital   medical   images  in   clinical   trials  are   examples  of  such
forward-looking  statements.  The  forward-looking  statements include risks and
uncertainties,  including, but not limited to, the timing of revenues due to the
variability in size, scope and duration of projects, regulatory delays, clinical
study results which lead to reductions or cancellations  of projects,  and other
factors, including general economic conditions and regulatory developments,  not
within the Company's  control.  The factors  discussed herein and expressed from
time  to  time  in the  Company's  filings  with  the  Securities  and  Exchange
Commission  could  cause  actual  results  and  developments  to  be  materially
different  from  those  expressed  in  or  implied  by  such   statements.   The
forward-looking  statements  are made only as of the date of this filing and the
Company  undertakes  no  obligation  to  publicly  update  such  forward-looking
statements to reflect subsequent events or circumstances.

RESULTS OF OPERATIONS

     Six Months Ended March 31, 1999 and 1998
     ----------------------------------------

     Project  revenues  for the six months  ended  March 31,  1999 and 1998 were
approximately   $2,153,000  and   $2,064,000,   respectively,   an  increase  of
approximately  $89,000 or 4.3%.  Project  revenues in the six months ended March
31, 1999 and 1998 were derived from 25 clients  encompassing  39 projects and 22
clients  encompassing  32  projects,   respectively.   Two  clients  represented
approximately  34.4% of the Company's  project revenues for the six months ended
March 31, 1999. For the comparable  period last year, three clients  represented
approximately  61.0% of the Company's  project revenues with one European client
representing  34.9% or $721,000  of project  revenues.  The  increase in project
revenues  is  primarily  a result of the  increase  in the number of clients and
projects for which the Company was engaged to perform  services.  This  increase
resulted  primarily  from the  increase  in the  Company's  sales and  marketing
efforts over the past year. The Company's scope of work in both periods included
medical imaging core laboratory services and image-based  information management
services.

     Cost of  revenues  for the six months  ended  March 31,  1999 and 1998 were
comprised of professional salaries and benefits and allocated overhead.  Cost of
revenues  for the six months  ended March 31,  1999 and 1998 were  approximately
$1,195,000 and $963,000,  respectively, an increase of approximately $232,000 or
24.1%. This increase is primarily attributable to an increase in staffing levels
required  for project  related  tasks for the six months ended March 31, 1999 as
compared to the same period in the prior year.

     The difference  between  project  revenues and cost of revenues for the six
months  ended March 31,  1999  decreased  as a  percentage  to project  revenues
compared to the six months  ended March 31,  1998.  This is  primarily  due to a
higher gross profit margin generated from work

                                      -10-
<PAGE>

performed  on the one  European  client,  which  represented  34.9%  of  project
revenues for the six months  ended March 31, 1998,  compared to the gross profit
margin  generated from work performed on the Company's other clients for the six
months ended March 31, 1999. The higher gross margin during the six months ended
March 31, 1998 also  resulted  from the mix of services and the fees  associated
with the work  performed by the Company for this European  client.  In addition,
the Company  increased its staffing levels during the six months ended March 31,
1999 to support its existing contracts and in anticipation of future business.

     General and  administrative  expenses in each of the six months ended March
31, 1999 and 1998  consisted  primarily of  professional  salaries and benefits,
depreciation and amortization, professional and consulting services, office rent
and corporate insurance.  General and administrative expenses were approximately
$648,000 in the six months  ended March 31, 1999 and  approximately  $764,000 in
the six months  ended March 31, 1998.  The decrease  during the six months ended
March 31, 1999 of approximately $116,000 or 15.2%, from the corresponding fiscal
1998 period,  resulted primarily from the elimination of expenditures in support
of the former  Marketing  Information  Services  Division  (the "MISD") and Data
Management and  Information  Systems  Division (the "DMISD") and personnel costs
associated  with former  executive  officers who resigned in December 1997. Such
personnel costs were independent of the  expenditures  that supported the former
MISD and DMISD divisions.  This decrease was offset, in part, by personnel costs
associated with the  appointment of a new President and Chief Executive  Officer
after the three months ended December 31, 1997.

     Sales and marketing expenses in each of the six months ended March 31, 1999
and 1998 were  comprised  of  direct  sales and  marketing  costs,  professional
salaries and benefits and allocated overhead.  Sales and marketing expenses were
approximately  $482,000 in the six months ended March 31, 1999 and approximately
$526,000 in the  corresponding  fiscal 1998 period.  The decrease during the six
months  ended  March  31,  1999 of  approximately  $44,000,  or  8.4%,  from the
corresponding  fiscal  1998  period,  resulted  primarily  from the  decrease in
personnel costs associated with the Senior Vice President of Sales and Marketing
incurred in the three months ended December 31, 1997. The executive officer that
held that position was appointed President and Chief Executive Officer after the
three months ended  December 31, 1997.  These  personnel  costs are reflected in
general and administrative expenses for the six months ended March 31, 1999.

     Research and development expenses in each of the six months ended March 31,
1999 and 1998  consisted  of  professional  salaries  and  benefits and overhead
charged to research and development projects.  Research and development expenses
during the six months ended March 31, 1999 and 1998 were approximately  $116,000
and $139,000,  respectively.  The decrease during the six months ended March 31,
1999 of approximately  $23,000,  or 16.5%,  from the  corresponding  fiscal 1998
period,  resulted  primarily from a decrease in resources  dedicated to research
and development  projects.  Research and development expenses in each of the six
months  ended  March 31,  1999 and 1998  primarily  focused on the  formulation,
design and testing of product and process alternatives.



                                      -11-
<PAGE>

     During  the  six  months  ended  March  31,  1998,  the  Company   recorded
non-recurring  charges  of  approximately  $558,000  consisting  of (i) costs of
approximately  $281,000  associated with a proxy contest and related  litigation
and (ii)  restructuring  and  severance  expenses  of  $277,000  related  to the
elimination  of two former  business  divisions and the  resignation in December
1997 of a former executive officer.

     In February  1998,  the Company and a shareholder  group engaged in a proxy
contest in an effort to,  among other  things,  elect  members of the  Company's
Board of Directors at the Annual  Meeting of  Stockholders  held on February 27,
1998. In  connection  with such proxy  contest and the related  litigation,  the
Company expended approximately $281,000 in the six months ended March 31, 1998.

     In the six months ended March 31, 1998, the Company recorded  restructuring
and  severance  expenses  of  $277,000.  This amount  consists of  restructuring
expenses of $105,000 and severance expenses of $172,000.

     In December 1997, the Company terminated two business  divisions,  the MISD
and the DMISD,  which were  established in October 1996. These divisions did not
meet the Company's expectations and the Company believed that its resources were
better  focused  on its core  clinical  trials  service  business.  The  Company
incurred  restructuring charges of approximately $105,000 which consisted of (i)
$38,000 of severance  costs paid to the former Senior Vice President and General
Manager  of the MISD and (ii)  $67,000  related to the  write-off  of assets and
costs  associated  with the  termination  of the MISD and  DMISD.  Each of these
charges has been  reflected  in  non-recurring  charges for the six months ended
March 31, 1998.

     In a separate  matter,  two executive  officers of the Company  resigned in
December  1997.  The Company  entered into a separation  agreement with one such
former  executive  officer.  The  Company  agreed to pay such  former  executive
officer  $127,000 in connection with the separation  agreement.  The Company has
not  entered,  and does not expect to enter,  into an  agreement  with the other
executive  officer  who  resigned  in  December  1997.  As  a  result  of  these
resignations, the Company recorded severance expenses of approximately $172,000.
Such expenses have been  reflected in  non-recurring  charges for the six months
ended March 31, 1998.

     Total cost and  expenses in each of the six months ended March 31, 1999 and
1998  consisted  primarily  of  cost of  revenues,  general  and  administrative
expenses,  sales and marketing  expenses and research and development  expenses.
The Company's cost and expenses were approximately  $2,441,000 in the six months
ended  March 31,  1999 and  approximately  $2,392,000  (excluding  non-recurring
charges of approximately  $558,000) in the corresponding  period in fiscal 1998.
Such increase of approximately  $49,000 or 2.0% is primarily  attributable to an
increase in staffing  levels for project related tasks offset by the elimination
of  expenditures in support of the former MISD and DMISD divisions and personnel
costs associated with former  executive  officers who resigned in December 1997.
Such personnel  costs were  independent of the  expenditures  that supported the
former MISD and DMISD divisions.

                                      -12-
<PAGE>

     Net interest  income of  approximately  $13,000 during the six months ended
March 31, 1999, resulted from interest earned on cash balances, offset, in part,
by interest expense  incurred in conjunction  with equipment lease  obligations.
The Company  earned less interest  income in the six months ended March 31, 1999
than in the  corresponding  period of  fiscal  1998 due to lower  cash  balances
maintained during the fiscal 1999 period.  Net interest income was approximately
$50,000 in the six months ended March 31, 1998.

     The  Company's  net  loss  for the six  months  ended  March  31,  1999 was
approximately $275,000, while the Company had net loss of approximately $837,000
in the six months  ended  March 31,  1998.  The  Company's  net loss for the six
months ended March 31, 1999 was attributable  primarily to insufficient  project
revenue to support the infrastructure of the Company.

     Three Months Ended March 31, 1999 and 1998
     ------------------------------------------

     Project  revenues for the quarters ended March 31, 1999 ("Second Quarter of
Fiscal  1999") and 1998  ("Second  Quarter of Fiscal  1998") were  approximately
$1,328,000 and $946,000, respectively, an increase of approximately $382,000, or
40.4%.  Project  revenues  in the Second  Quarter of Fiscal 1999 and Fiscal 1998
were  derived  from  23  clients   encompassing   34  projects  and  18  clients
encompassing 27 projects,  respectively.  Five clients represented approximately
71.5% of the  Company's  project  revenues  for the three months ended March 31,
1999.  For  the   comparable   period  last  year,   four  clients   represented
approximately  69.0% of the Company's  project  revenue of with European  client
representing  24.7% or $234,000  of project  revenues.  The  increase in project
revenues  is  primarily  a result of the  increase  in the number of clients and
projects for which the Company was engaged to perform  services.  This  increase
resulted  primarily  from the  increase  in the  Company's  sales and  marketing
efforts over the past year. The Company's scope of work in both periods included
medical imaging core laboratory services and image-based  information management
services.

     Cost of  revenues  in each of the Second  Quarter of Fiscal 1999 and Fiscal
1998  were  comprised  of  professional  salaries  and  benefits  and  allocated
overhead. Cost of revenues for the Second Quarter of Fiscal 1999 and Fiscal 1998
were  approximately  $634,000  and  $458,000,   respectively,   an  increase  of
approximately  $176,000 or 38.4%. This increase is primarily  attributable to an
increase in staffing levels required to support the mix of services  provided by
the  Company in the  Second  Quarter of Fiscal  1999 as  compared  to the Second
Quarter of Fiscal 1998.

     The difference between project revenues and cost of revenues in each of the
Second Quarters of Fiscal 1999 and 1998 remained consistent.

     General and administrative expenses in each of the Second Quarter of Fiscal
1999 and Fiscal 1998 consisted primarily of professional  salaries and benefits,
depreciation and amortization, professional and consulting services, office rent
and corporate insurance.  General and administrative expenses were approximately
$331,000 in the Second Quarter of Fiscal 1999 and approximately  $295,000 in the
Second Quarter of Fiscal 1998. The increase of approximately $36,000 or 12.2% is
primarily  attributable  to an increase in  professional  fees  associated  with
general corporate matters during the Fiscal 1999 period.

                                      -13-
<PAGE>

     Sales and marketing  expenses in each of the Second  Quarter of Fiscal 1999
and Fiscal 1998  remained  relatively  consistent  and were  comprised of direct
sales and  marketing  costs,  professional  salaries and benefits and  allocated
overhead. Sales and marketing expenses were approximately $240,000 in the Second
Quarter of Fiscal  1999 and  approximately  $249,000  in the  Second  Quarter of
Fiscal 1998, a decrease of approximately $9,000 or 3.6%.

     Research and  development  expenses in each of the Second Quarter of Fiscal
1999 and Fiscal  1998  consisted  of  professional  salaries  and  benefits  and
overhead charged to research and development projects.  Research and development
expenses  during the Second  Quarter of Fiscal 1999 and 1998 were  approximately
$57,000 and $67,000,  respectively.  The decrease  during the Second  Quarter of
Fiscal  1999 of  approximately  $10,000,  or 14.9%,  from the Second  Quarter of
Fiscal  1998,  resulted  primarily  from a decrease in  resources  dedicated  to
research and development projects.  Research and development expenses in each of
the Second  Quarter  of Fiscal  1999 and Fiscal  1998  primarily  focused on the
formulation, design and testing of product and process alternatives.

     During  the  Second   Quarter  of  Fiscal   1998,   the  Company   recorded
non-recurring  charges  of  approximately  $408,000  consisting  of (i) costs of
approximately  $236,000  associated with a proxy contest and related  litigation
and (ii) severance  expenses of $172,000  related to the resignation in December
1997 of two former executive officers.

     In February  1998,  the Company and a shareholder  group engaged in a proxy
contest in an effort to,  among other  things,  elect  members of the  Company's
Board of Directors at the Annual  Meeting of  Stockholders  held on February 27,
1998. In  connection  with such proxy  contest and the related  litigation,  the
Company expended approximately $236,000 in the Second Quarter of Fiscal 1998.

     Two  executive  officers of the Company  resigned  in  December  1997.  The
Company  entered  into a  separation  agreement  with one such former  executive
officer.  The Company agreed to pay such former  executive  officer  $127,000 in
connection with the separation agreement.  The Company has not entered, and does
not expect to enter,  into an  agreement  with the other  executive  officer who
resigned  in  December  1997.  As a result of these  resignations,  the  Company
recorded severance expenses of approximately  $172,000.  Such expenses have been
reflected in non-recurring charges for the Second Quarter of Fiscal 1998.

     Total cost and  expenses  in each of the Second  Quarter of Fiscal 1999 and
Fiscal 1998 consisted primarily of cost of revenues,  general and administrative
expenses,  sales and marketing  expenses and research and development  expenses.
The  Company's  cost and expenses  were  approximately  $1,262,000 in the Second
Quarter of Fiscal 1999 and  approximately  $1,069,000  in the Second  Quarter of
Fiscal 1998 (excluding  non-recurring charges of approximately  $408,000).  Such
increase of  approximately  $193,000 or 18.1% is primarily due to an increase in
staffing levels required to support the mix of services  provided by the Company
in the Second Quarter of Fiscal 1999.

                                      -14-
<PAGE>

     Net interest  income of  approximately  $4,000 during the Second Quarter of
1999,  resulted  from  interest  earned on cash  balances,  offset,  in part, by
interest expense incurred in conjunction with equipment lease  obligations.  The
Company  earned less interest  income in the Second  Quarter of 1999 than in the
Second Quarter of Fiscal 1998 due to lower cash balances  maintained  during the
Fiscal 1999 period. Net interest income was approximately  $23,000 in the Second
Quarter of Fiscal 1998.

     The  Company's  net  income  for the  Second  Quarter  of  Fiscal  1999 was
approximately  $71,000,  while  the  Company  had a net  loss  of  approximately
$509,000 in the Second  Quarter of 1998.  The Company's net income in the Second
Quarter of Fiscal 1999 was  primarily  attributable  to the  increase in project
revenues. The increase in project revenues is primarily a result of the increase
in the number of clients  and  projects  for which the  Company  was  engaged to
perform services. This increase was the product of the Company's increased sales
and marketing efforts over the past year.

LIQUIDITY AND CAPITAL RESOURCES

     At  March  31,  1999,  the  Company  had  cash  and  cash   equivalents  of
approximately  $568,000.  Working  capital at March 31,  1999 was  approximately
$1,248,000.

     Net cash used in  operating  activities  for the six months ended March 31,
1999 was approximately  $969,000. Such use of cash reflects the net loss for the
six  months  ended  March 31,  1999 and  changes  in  certain  of the  Company's
operating assets and liabilities. Accounts receivable increased by approximately
$925,000  during the six months  March 31,  1999 as a result of an  increase  in
unbilled  receivables during such period.  Unbilled receivables are recorded for
revenue recognized to date that is currently  unbillable pursuant to contractual
terms.  Amounts  become  billable  upon  the  achievement  of  milestones  or in
accordance with predetermined payment schedules.  In addition,  accrued expenses
and other current liabilities increased by approximately  $105,000 due primarily
to an increase in expenses associated with the Company's European operations.

     For the six months ended March 31, 1999, the Company invested approximately
$48,000 in capital and leasehold improvements. The Company currently anticipates
that  capital  expenditures  for the  balance  of Fiscal  1999 will  approximate
$100,000.  These  expenditures  represent  additional  upgrades in the Company's
networking,  data storage and core  laboratory  capabilities  along with similar
capital requirements for its European operations.

     In December 1998, the Company paid to the holders of its Preferred Stock an
aggregate  amount  of  $20,000,  which  amount  represented  accrued  cumulative
dividends  for the period from July 1, 1998 through and  including  December 31,
1998.  For  future  dividend  obligations,  see "Note 2 -Notes  to  Consolidated
Financial Statements."



                                      -15-
<PAGE>

     In March  1999,  the Company  received  financing  of  $110,000  secured by
certain equipment.  The loan is payable in 36 monthly  installments,  commencing
April 1999, including interest of 10.24%.

     The Company  anticipates that its cash and cash equivalents as at March 31,
1999, together with anticipated cash from operations, will be sufficient to fund
current  working  capital needs and capital  requirements  for at least the next
twelve months. There can be no assurance,  however, that the Company's operating
results  will return to  profitability  on an annual basis in the future or that
the  continuation  of  such  trends,  including  the  changes  in the  Company's
operating assets and liabilities, will not adversely affect the Company's future
liquidity requiring the need for the Company to raise additional capital.

     European Monetary Union

     On January 1, 1999,  eleven of the fifteen member countries of the European
Union set fixed  conversion  rates between their existing legacy  currencies and
the euro. As such, these  participating  countries have agreed to adopt the euro
as their common legal currency.  The eleven  participating  countries will issue
sovereign debt exclusively in euro and will redenominate  outstanding  sovereign
debt.  The legal  currencies  will  continue to be used as legal tender  through
January 1, 2002, at which point the legacy  currencies will be canceled and euro
bills  and  coins  will be  used  for  cash  transactions  in the  participating
countries.

     As of March 31, 1999,  all of the Company's  project  contracts,  including
contracts with  international  clients,  have been  denominated in Unites States
dollar.  However, in April 1999, the Company has entered into a contract with an
international  client which is denominated  in euro. The Company  currently does
not  believe  that  the euro  conversion  will  have a  material  impact  on the
Company's  financial  condition  or  results  of  operations.  There  can  be no
assurance,  however,  that such euro  conversion  will not adversely  affect the
Company's business, financial condition, results of operations or cash flows.

     Year 2000 Compliance

     Historically,  certain computer programs have been written using two digits
rather  than four to define  the  applicable  year,  which  could  result in the
computer  recognizing  a date using "00" as the year 1900  rather  than the year
2000. This, in turn,  could result in major system failures or  miscalculations,
and is  generally  referred  to as the "Year  2000  Problem".  The  Company  has
assessed  its state of  readiness  with  respect to the Year 2000  Problem.  The
Company's management  information systems department has reviewed and tested the
Company's  internal  business  systems  for Year 2000  compliance.  The  Company
believes  that,  based on the results of such review and testing,  the Company's
internal  business  systems,  including  its  computer  systems,  are Year  2000
compliant.  The Company does not  anticipate  any material  future  expenditures
relating to the Year 2000  compliance of its internal  systems.  There can be no
assurance,  however,  that the Year 2000 Problem will not  adversely  affect the
Company's business, financial condition, results of operations or cash flows.



                                      -16-
<PAGE>

     In addition,  the Company  receives  imaging data derived from the computer
systems  of its  clients,  which  data or  software  may or may not be Year 2000
compliant. Although the Company is currently taking steps to address the impact,
if any, of the Year 2000 Problem relating to the data received from its clients,
failure of such computer  systems to properly  address the Year 2000 Problem may
adversely  affect  the  Company's  business,  financial  condition,  results  of
operations  or cash  flows.  The  Company  currently  requires  its  clients  to
represent that the data-sets sent to the Company are Year 2000 compliant.

     The  Year  2000   disclosures   discussed   above  are  based  on  numerous
expectations  which are subject to  uncertainties.  Certain risk  factors  which
could have a material adverse effect on the Company's  results of operations and
financial condition include but are not limited to: failure to identify critical
systems  which will  experience  failures,  errors in the  remediation  efforts,
inability to obtain new  replacements  for  non-compliant  systems or equipment,
general  economic  downturn  relating to Year 2000  failures in the U.S.  and in
other  countries,  failures in global banking  systems and capital  markets,  or
extended  failures by public and private  utility  companies or common  carriers
supplying services to the Company.





                                      -17-
<PAGE>
                           PART II. OTHER INFORMATION.
                           --------------------------

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

(a)  The Annual Meeting of  Stockholders of the Company (the "Meeting") was held
     on February 26, 1999.

(b)  The  following  is a list of all of the  Directors  of the Company who were
     elected  at the  Meeting  and  whose  term of  office  continued  after the
     Meeting:

     Mark L. Weinstein
     Jeffrey H. Berg, Ph.D.
     Marc Berger
     David E. Nowicki, D.M.D.
     James A. Taylor, Ph.D.

(c)  There were present at the Meeting, in person or by proxy,  6,966,298 shares
     of Common Stock out of a total  number of 7,773,878  shares of Common Stock
     and 416,667  shares of  Preferred  Stock,  out of a total number of 416,667
     shares of  Preferred  Stock,  in each  case,  issued  and  outstanding  and
     entitled to vote at the Meeting.  The holders of shares of Common Stock and
     Preferred  Stock voted together as a single class on all matters  presented
     at the Meeting. In addition,  however,  the holders of Preferred Stock also
     voted as a separate  class on the  proposal to grant the Board of Directors
     the  authority to amend the  Company's  Certificate  of  Incorporation,  as
     amended,  to effect,  by March 1, 1999, a reverse stock split,  whereby the
     Company  would issue one new share of Common  Stock in  exchange  for up to
     four outstanding shares of Common Stock (the "Reverse Stock Split").

(d)  The results of the vote of the stockholders  taken at the Meeting by ballot
     and by  proxy  as  solicited  by the  Company  on  behalf  of the  Board of
     Directors were as follows:

     (i)    The results of the vote taken at the Meeting for the election of the
            nominees for the Board of  Directors of the Company were as follows:

            Nominee                             For                  Withheld
            --------------------------    ----------------    ------------------

            Mark L. Weinstein                 7,298,165                84,800
            Jeffrey H. Berg, Ph.D.            7,328,715                54,250
            Marc Berger                       7,321,715                61,250
            David E. Nowicki, D.M.D.          7,300,115                82,850
            James A. Taylor, Ph.D.            7,308,215                74,750


                                      -18-
<PAGE>

     (ii)   A vote was taken on the proposal to ratify the appointment of Arthur
            Andersen LLP as independent  auditors  of the Company for the fiscal
            year ending September 30, 1999. The results of the vote taken at the
            Meeting with respect to such appointment were as follows:

                             For              Against           Abstain
                        ---------------     -------------     -------------

                          7,337,575            27,625            17,765


     (iii)  A vote was taken on the proposal to grant the Board of Directors the
            authority to amend the  Company's Certificate of  Incorporation,  as
            amended, to effect, by March 1, 1999,  the Reverse Stock Split.  The
            results  of the  vote  taken at the  Meeting  with  respect  to such
            amendment were as follows:

                             For              Against           Abstain
                        ---------------     -------------     -------------

                          7,192,441           180,295            10,229


(e)  The results of the vote by the Preferred  Stockholders taken at the meeting
     by ballot  and/or by proxy as  solicited  by the  Company  on behalf of the
     Board of Directors, voting as a separate class on the proposal to grant the
     Board of Directors  the  authority to amend the  Company's  Certificate  of
     Incorporation,  as amended,  to effect, by March 1, 1999, the Reverse Stock
     Split, were as follows:

                             For              Against           Abstain
                        ---------------     -------------     -------------

                            416,667               0                 0




                                      -19-
<PAGE>
ITEM 5.      OTHER INFORMATION.

     LISTING ON THE NASDAQ SMALLCAP MARKET

     On August 25, 1998, the Company received  notification from Nasdaq that the
Company's  Common Stock was trading below the minimum bid price  requirement  of
$1.00 required for continued listing on The Nasdaq SmallCap Market. As a result,
the Company  had until  November  25,  1998 for its Common  Stock to trade at or
above the minimum  requirement  for at least 10 consecutive  trading days.  This
notification  was based on review of the Company's  Common Stock trading history
with  respect  to the  closing  bid price for the  previous  thirty  consecutive
trading days from the date of  notification.  The Company's Common Stock did not
regain compliance before November 25, 1998. Therefore, on November 23, 1998, the
Company  requested  a hearing,  by written  submission,  from Nasdaq and further
requested  a stay of any  termination  proceeding  pending  the  outcome of such
hearing. Such hearing was held on January 14, 1999.

     On January  25,  1999,  the Nasdaq  Hearing  Panel  granted  the Company an
exception from the minimum bid price requirement until March 1, 1999 in order to
allow the Company the  opportunity  to  effectuate a reverse  stock split of its
Common Stock. The Company's Board of Directors recommended that the stockholders
approve a proposal to provide the Board of Directors  the authority to amend the
Company's Certificate of Incorporation, as amended, to effect, by March 1, 1999,
the Reverse  Stock Split.  Nasdaq's  exception  included a condition  that after
March 1, 1999,  the Company must have  evidenced a closing bid price at or above
$1.00 per share for a minimum of ten consecutive trading days. In order to fully
comply  with the terms of this  exception,  the  Company  also  would  have been
required to demonstrate  compliance with all requirements for continued  listing
on The Nasdaq SmallCap  Market.  In the event the Company was deemed to have met
the terms of the  exception,  it would have continued to be listed on The Nasdaq
SmallCap Market.  However, if the Company failed to comply with the terms of the
exception, the Company's Common Stock would be delisted from The Nasdaq SmallCap
Market.  Accordingly,  effective  January 27,  1999 and for the  duration of the
exception,  the trading  symbol of the  Company's  Common Stock was changed from
BITI to BITIC.

     At the Annual  Stockholders  Meeting of the Company  held on  February  26,
1999, the Company's stockholders approved the Reverse Stock Split. Following the
Annual  Stockholders  Meeting,  however,  the Company's Board of Directors voted
unanimously  against the Reverse  Stock  Split.  The Board of  Directors  of the
Company based its decision on a number of factors  including,  the current price
and  low  trading  volume  of the  Company's  Common  Stock,  prevailing  market
conditions,  the  anticipated  effect of the  Reverse  Stock Split on the market
price of the Common Stock and the relative  voting  rights of the holders of the
Common Stock and the Series A Preferred Stock. Thereafter, on March 4, 1999, the
Company's  Common  Stock was  listed on the NASD OTC  Bulletin  Board  under the
symbol BITI and ceased to be listed on The Nasdaq SmallCap Market.



                                      -20-
<PAGE>

     Potential Acquisition

     On April 23, 1999, the Company  executed a letter of intent to acquire Bona
Fide, Ltd. ("Bona Fide"),  an independent  contract  research  organization that
provides DEXA QA/QC to the  pharmaceutical  industry for studies  requiring bone
densitometry as well as studies  requiring body composition  measurements.  Bona
Fide was  founded in 1993 and has been a wholly  owned  subsidiary  of the LUNAR
Corporation.  Based on successful  completion of the due diligence process,  the
transaction is expected to close in May 1999, and all Bona Fide  operations will
be relocated to the Company's  corporate  headquarters  located in West Trenton,
New Jersey.  There can be no assurance,  however,  that such acquisition will be
consummated on terms acceptable to the Company, if at all.



                                      -21-
<PAGE>

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K.

     (a)       Exhibits.

            Exhibit No.       Description of Exhibit
            -----------       ----------------------

                 27           Financial Data Schedule.

     (b)       Reports on Form 8-K.

            None.



                                      -22-
<PAGE>

                                   SIGNATURES


     In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                      BIO-IMAGING TECHNOLOGIES, INC.



DATE:   May 6, 1999                   By: /s/ Mark L. Weinstein
                                          --------------------------------------
                                          Mark L. Weinstein, President and Chief
                                          Executive Officer
                                          (Principal Executive Officer)



DATE:   May 6, 1999                   By: /s/ Robert J. Phillips
                                          --------------------------------------
                                          Robert J. Phillips, Vice President
                                          and Chief Financial Officer
                                          (Principal Financial and
                                          Accounting Officer)



                                      -23-