EMPLOYMENT AGREEMENT

     THIS  EMPLOYMENT  AGREEMENT (the  "Agreement"),  made as of this 1st day of
February,  2002, is entered into by Bio-Imaging  Technologies,  Inc., a Delaware
corporation  with its principal place of business at 826  Newtown-Yardley  Road,
Newtown,  Pennsylvania  18940  (the  "Company"),  and  Mark  L.  Weinstein  (the
"Employee").

     The Company desires to employ the Employee,  and the Employee desires to be
employed by the Company.  In  consideration of the mutual covenants and promises
contained  in this  Agreement,  and other good and valuable  consideration,  the
receipt and sufficiency of which are hereby  acknowledged by the parties to this
Agreement, the parties agree as follows:

     1. Term of  Employment.  The Company  hereby agrees to employ the Employee,
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and the Employee hereby accepts employment with the Company,  upon the terms set
forth in this  Agreement,  for the period  commencing  on  February 1, 2002 (the
"Commencement  Date") and ending on January 31, 2005 (such period,  as it may be
extended, the "Employment Period"),  unless sooner terminated in accordance with
the provisions of Section 4.

     2. Title; Capacity. The Employee shall serve as President,  Chief Executive
        ---------------
Officer  and Chief  Financial  Officer  or in such other  reasonably  comparable
position as the Company or its Board of Directors  (the  "Board") may  determine
from time to time. The Employee shall be based at the Company's  headquarters in
Newtown,  Pennsylvania, or such place or places in the continental United States
as the Board shall  determine.  The Employee shall be subject to the supervision
of, and shall have such  authority as is delegated to the Employee by, the Board
or such officer of the Company as may be designated by the Board.

     The Employee  hereby  accepts such  employment  and agrees to undertake the
duties and responsibilities  inherent in such position and such other duties and
responsibilities as the Board or its designee shall from time to time reasonably
assign to the Employee.  The Employee agrees to devote his entire business time,
attention and energies to the business and  interests of the Company  during the
Employment  Period.  The  Employee  agrees to abide by the  rules,  regulations,
instructions,  personnel  practices  and policies of the Company and any changes
therein  which may be adopted  from time to time by the  Company.  The  Employee
further  agrees  to  abide  by  the  applicable  rules,   practices,   policies,
restrictions  and  principles  outlined  by the Board in its'  Corporate  Policy
Governance Manual and amendments adopted thereto.

     3. Compensation and Benefits.
        -------------------------

          3.1  Salary.   The  Company  shall  pay  the  Employee,   in  periodic
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installments in accordance with the Company's  customary payroll  practices,  an
annual  base  salary of  $237,500  for the  one-year  period  commencing  on the
Commencement  Date.  Such  salary  may be  subject  to cost of  living  or other
increases thereafter as determined by the Board.

          3.2 Fringe Benefits.  The Employee shall be entitled to participate in
              ---------------
all bonus and benefit programs that the Company  establishes and makes available
to its  employees,  if any,  to the extent  that  Employee's  position,  tenure,
salary,  age, health and other  qualifications make him eligible to participate,
including, but not limited to, a car allowance not to exceed $500
<PAGE>

per month.  The Employee  shall be entitled to four (4) weeks paid  vacation per
year, to be taken at such times as may be approved by the Board or its designee.

          3.3  Reimbursement  of  Expenses.  The  Company  shall  reimburse  the
               ---------------------------
Employee for all reasonable travel, entertainment and other expenses incurred or
paid by the Employee in connection  with, or related to, the  performance of his
duties,  responsibilities  or services under this Agreement,  in accordance with
policies and procedures,  and subject to limitations,  adopted by the Company or
the Board from time to time.

          3.4 Bonuses; Incentive Compensation. The Employee shall be eligible to
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receive,  at the sole discretion of the Board, an annual bonus (the "MIP Bonus")
up to a maximum  amount equal to 50% of the  Employee's  annual base salary upon
the  achievement of certain  milestones as set forth in a board approved  annual
Management  Incentive  Plan,  attached  hereto as  Schedule  A (the  "Management
                                                   -----------
Incentive  Plan").  The specific annual  milestones will be set each year by the
Board following  consultation with the Employee.  Notwithstanding the foregoing,
the  Employee  shall not be eligible to receive the MIP Bonus if the Company has
not achieved pre-tax earnings for that applicable fiscal year.

          3.5  Restricted  Stock Award.  On January 31, 2005,  provided that the
               -----------------------
Employee is still  employed by the Company on such date, the Company shall grant
and  issue to the  Employee  30,000  shares  (the  "Restricted  Shares")  of the
Company's common stock, $0.00025 par value (the "Common Stock"), pursuant to the
Company's 2002 Stock Incentive Plan (the "Plan").  In the event that, during the
Employment  Period,  a Change in Control  occurs,  the  Employee's  right to the
Restricted  Shares shall  accelerate  and the Company shall issue the Restricted
Shares to the Employee  immediately  prior to the events set forth in subsection
(a) below and immediately  after the events set forth in subsections (b) and (c)
below.  The term  "Change in Control" as used in this  Agreement  shall mean the
first to occur of any of the following:

          (a) The effective date or date of  consummation  of any transaction or
series of  transactions  (other than a transaction to which only the Company and
one or more of its subsidiaries are parties) pursuant to which the Company:

              (i)   becomes a subsidiary of another corporation, or

              (ii)  is merged or consolidated with or into another  corporation,
                    or

              (iii) engages in an exchange of shares with another  corporation,
                    or

              (iv)  transfers,   sells   or   otherwise   disposes   of  all  or
                    substantially  all its assets to a single  purchaser  (other
                    than the Employee),  or a group of purchasers  (none of whom
                    is the Employee);

provided,  however,  that  this  subsection  (a) shall  not be  applicable  to a
------------------
transaction or series of  transactions  in which a majority of the capital stock
of the other corporation,  following such transaction or series of transactions,
is owned or controlled by the holders of a majority of the Company's outstanding
capital stock immediately before such sale, transfer or disposition.

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<PAGE>

          (b) The date upon which any person,  (other than the Employee),  group
of  associated  persons  acting in  concert  (none of whom is the  Employee)  or
corporation  becomes a direct or indirect beneficial owner of shares of stock of
the Company  representing  an aggregate of more than fifty  percent (50%) of the
votes then  entitled  to be cast at an  election of  directors  of the  Company;
provided  however,  that  this  Subsection  (b)  shall  not be  applicable  to a
transaction  or  series  of  transactions  in which the  entity  acquiring  such
ownership  in  excess  of  fifty  percent  (50%) is a person  or  entity  who is
eligible,  pursuant to Rule 13d-1(b) under the Securities  Exchange Act of 1934,
as amended,  to file a statement on Schedule 13G with respect to its  beneficial
ownership of the Company's  capital stock,  whether or not such person or entity
shall have filed a schedule 13G, unless such person or entity shall have filed a
Schedule 13D with respect to  beneficial  ownership of fifteen  (15%) or more of
the Company's  capital stock;  and provided,  further,  that the  acquisition of
                                   --------   -------
shares in a bona fide public  offering or private  placement of securities by an
            ---------
investor who is acquiring such shares for passive investment purposes only shall
not constitute a "Change in Control."

          (c) The date upon which the persons  who were  members of the Board of
Directors  of  the  Company  on  the  date  of  this  Agreement  (the  "Original
Directors") cease to constitute a majority of the Board of Directors;  provided,
however,  that any new Director whose  nomination or selection has been approved
by the  affirmative  vote of at least three of the  Original  Directors  then in
office shall also be deemed an Original Director.

          3.6 Stock Options.  The Employee shall be eligible to receive,  at the
              -------------
sole discretion of the Board, in accordance with the Company's Plan,  options to
purchase  shares of Common Stock of the Company with an exercise  price equal to
the fair  market  value of the  Common  Stock on the date of grant  and  vesting
pursuant to the terms set forth by the Board.

          3.7 Rabbi Trust.  During the first year of the Employment  Period, the
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Employee  may  elect  to  defer  $25,000  of  his  annual  base  salary  into  a
non-qualified  deferral plan, commonly known as a "Rabbi Trust", created for the
benefit of the  Employee;  and  thereafter  during the  Employment  Period,  the
Employee  may  elect to  defer  100% of any  amounts  received  pursuant  to the
Management Incentive Plan into the Rabbi Trust.

          3.8 Withholding.  All salary,  bonus and other compensation payable to
              -----------
the Employee shall be subject to applicable withholding taxes.

     4. Termination of Employment  Period. The employment of the Employee by the
        ---------------------------------
Company pursuant to this Agreement shall terminate upon the occurrence of any of
the following:

          4.1 Expiration of the Employment Period;

          4.2 At the  election of the  Company,  for Cause (as  defined  below),
immediately  upon written  notice by the Company to the  Employee,  which notice
shall identify the Cause upon which the  termination is based.  For the purposes
of this Section 4.2,  "Cause" shall mean (a) a good faith finding by the Company
that (i) the Employee has repeatedly  failed to perform his assigned  duties for
the Company, or (ii) the Employee has engaged in dishonesty,

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<PAGE>

gross negligence or misconduct, or (b) the conviction of the Employee of, or the
entry of a pleading of guilty or nolo  contendere  by the Employee to, any crime
involving moral turpitude or any felony;

          4.3 At the  election  of the  Employee,  for Good  Reason (as  defined
below),  immediately  upon written notice by the Employee to the Company,  which
notice shall identify the Good Reason upon which the  termination is based.  For
the purposes of this Section 4.3, "Good Reason" for termination shall mean (i) a
material  adverse change in the  Employee's  authority,  duties or  compensation
without the prior  written  consent of the Employee  (provided  that neither the
hiring of a chief operating  officer nor the hiring of a chief financial officer
by the Company and the relinquishment of such title and associated duties by the
Employee shall constitute Good Reason hereunder),  (ii) a material breach by the
Company of the terms of this  Agreement,  which  breach is not  remedied  by the
Company within 10 days following written notice from the Employee to the Company
notifying it of such breach or (iii) the relocation of the  Employee's  place of
work more than 50 miles from the Company's current executive offices.

          4.4 Upon the  death or  disability  of the  Employee.  As used in this
Agreement,  the term "disability" shall mean the inability of the Employee,  due
to a  physical  or mental  disability,  for a period of 90 days,  whether or not
consecutive,  during any 360-day  period,  to perform the services  contemplated
under this Agreement,  with or without reasonable  accommodation as that term is
defined under state or federal law. A determination  of disability shall be made
by a physician  satisfactory  to both the Employee  and the  Company;  provided,
that, if the Employee and the Company do not agree on a physician,  the Employee
and the  Company  shall each  select a physician  and these two  together  shall
select a third physician,  whose determination as to disability shall be binding
on all parties;

          4.5 At the  election  of  either  party,  upon not less than 180 days'
prior written notice of termination.

     5. Effect of Termination.
        ---------------------

          5.1 At-Will  Employment.  If the Employment Period expires pursuant to
              -------------------
Section  1 hereof,  then,  unless  the  Company  notifies  the  Employee  to the
contrary,  the  Employee  shall  continue  his  employment  on an at-will  basis
following  the  expiration of the  Employment  Period.  Such at-will  employment
relationship  may be  terminated  by  either  party at any time and shall not be
governed by the terms of this Agreement.

          5.2 Payments Upon Termination.
              -------------------------

          (a) In the event the Employee's  employment is terminated  pursuant to
Section  4.1,  Section 4.2,  Section 4.4 or by the Employee  pursuant to Section
4.5,  the  Company  shall pay to the  Employee  the  compensation  and  benefits
otherwise  payable  to him under  Section 3 through  the last day of his  actual
employment by the Company.

          (b) In the  event  the  Employee's  employment  is  terminated  by the
Employee  pursuant to Section 4.3 or by the Company pursuant to Section 4.5, the
Company  shall  continue to pay to the  Employee  his salary as in effect on the
date of  termination

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<PAGE>

and the amount of the annual  bonus paid to him for the fiscal year  immediately
preceding the date of termination  (payable in annualized monthly  installments)
and  continue to provide to the Employee  the other  benefits  owed to him under
Section 3.2 (to the extent such benefits can be provided to non-employees, or to
the extent such  benefits  cannot be provided  to  non-employees,  then the cash
equivalent  thereof) until the date 60 days after the date of  termination.  The
payment to the Employee of the amounts  payable under this Section  5.2(b) shall
constitute  the sole remedy of the Employee in the event of a termination of the
Employee's employment in the circumstances set forth in this Section 5.2(b). The
Employee  shall not be entitled to any payments under this Section 5.2(b) unless
and  until  the  Employee  executes  a  general  release  and  waiver  in a form
satisfactory to the Board.

          5.3 Survival.  The  provisions of Sections  5.2(b) and 6 shall survive
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the termination of this Agreement.

     6. Non-Competition and Non-Solicitation. The Employee shall execute, if not
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previously  executed and still in effect,  simultaneously  with the execution of
this  Agreement,  or otherwise  upon the request of the Company,  the  Company's
customary form of Invention  Assignment and Confidential  Information  Agreement
and form of Non-Competition and Non-Solicitation Agreement, substantially in the
form attached hereto as Exhibit A and Exhibit B, respectively.

     7. Other  Agreements.  The Employee  represents that his performance of all
        -----------------
the terms of this Agreement and the  performance of his duties as an employee of
the Company do not and will not breach any agreement  with any prior employer or
other party to which the Employee is a party (including  without  limitation any
nondisclosure or non-competition agreement). Any agreement to which the Employee
is a party relating to nondisclosure,  non-competition  or  non-solicitation  of
employees or customers is listed on Schedule B attached hereto.

     8. Miscellaneous.
        -------------

          8.1  Notices.  Any notices  delivered  under this  Agreement  shall be
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deemed duly  delivered  four  business  days after it is sent by  registered  or
certified mail, return receipt requested,  postage prepaid,  or one business day
after it is sent for  next-business  day  delivery  via a  reputable  nationwide
overnight  courier  service,  in each case to the address of the  recipient  set
forth in the introductory  paragraph hereto. Either party may change the address
to which  notices  are to be  delivered  by giving  notice of such change to the
other party in the manner set forth in this Section 8.1.

          8.2 Pronouns.  Whenever the context may require,  any pronouns used in
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this Agreement  shall include the  corresponding  masculine,  feminine or neuter
forms,  and the singular  forms of nouns and pronouns  shall include the plural,
and vice versa.

          8.3 Entire Agreement.  This Agreement constitutes the entire agreement
              ----------------
between the parties and  supersedes  all prior  agreements  and  understandings,
whether written or oral, relating to the subject matter of this Agreement.

          8.4  Amendment.  This  Agreement  may be amended or modified only by a
               ---------
written instrument executed by both the Company and the Employee.

                                      -5-
<PAGE>

          8.5 Governing Law. This  Agreement  shall be governed by and construed
              -------------
in  accordance  with  the  laws of the  Commonwealth  of  Pennsylvania  (without
reference to the  conflicts of laws  provisions  thereof).  Any action,  suit or
other  legal  proceeding  arising  under or relating  to any  provision  of this
Agreement shall be commenced only in a court of the Commonwealth of Pennsylvania
(or, if  appropriate,  a federal court  located  within  Pennsylvania),  and the
Company and the Employee each consents to the  jurisdiction of such a court. The
Company and the Employee each hereby  irrevocably  waive any right to a trial by
jury in any action,  suit or other legal proceeding arising under or relating to
any provision of this  Agreement.

          8.6 Successors and Assigns.  This Agreement  shall be binding upon and
              ----------------------
inure to the  benefit  of both  parties  and  their  respective  successors  and
assigns, including any corporation with which, or into which, the Company may be
merged or which may  succeed  to the  Company's  assets or  business;  provided,
                                                                       --------
however,  that the  obligations  of the  Employee  are personal and shall not be
-------
assigned by him. Notwithstanding the foregoing, if the Company is merged with or
into a third party which is engaged in multiple lines of business, or if a third
party engaged in multiple lines of business  succeeds to the Company's assets or
business, then for purposes of this Agreement, the term "Company" shall mean and
refer to the  business  of the Company as it existed  immediately  prior to such
event  and as it  subsequently  develops  and  not to the  third  party's  other
businesses.

          8.7  Waivers.  No delay or omission by the Company in  exercising  any
               -------
right under this Agreement shall operate as a waiver of that or any other right.
A waiver or consent given by the Company on any one occasion  shall be effective
only in that instance and shall not be construed as a bar or waiver of any right
on any other occasion.

          8.8 Captions.  The captions of the sections of this  Agreement are for
              --------
convenience of reference only and in no way define, limit or affect the scope or
substance of any section of this Agreement.

          8.9  Severability.  In case any provision of this  Agreement  shall be
               ------------
invalid,  illegal  or  otherwise  unenforceable,   the  validity,  legality  and
enforceability  of the  remaining  provisions  shall  in no way be  affected  or
impaired thereby.



                            [Signature Page Follows]



                                      -6-
<PAGE>


          THE EMPLOYEE  ACKNOWLEDGES  THAT HE HAS CAREFULLY READ THIS AGREEMENT,
HAS HAD A FULL OPPORTUNITY TO REVIEW THIS AGREEMENT AND CONSULT WITH COUNSEL AND
UNDERSTANDS AND AGREES TO ALL OF THE PROVISIONS IN THIS AGREEMENT.

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year set forth above.



                                          BIO-IMAGING TECHNOLOGIES, INC.


                                          By: /s/ David E. Nowicki
                                             -------------------------------
                                             Name: David E. Nowicki
                                             Title: Chairman of the Board



                                          EMPLOYEE

                                           /s/ Mark L. Weinstein
                                          ---------------------------------
                                          Mark L. Weinstein





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