FIRST MODIFICATION OF OFFICE SPACE LEASE
                    ----------------------------------------

     This First  Modification of Office Space Lease (this "Agreement") made this
11 day of January,  2002 by and between 826 NEWTOWN  ASSOCIATES,  LP,  having an
address c/o First Evergreen, 101 Eisenhower Parkway,  Roseland, New Jersey 07068
("Landlord"),  and  BIO-IMAGING  TECHNOLOGIES,  INC.,  having an  address at 826
Newtown Yardley Road, Newtown, Pennsylvania 18940 ("Tenant").

                                   WITNESSETH:
                                   -----------

     WHEREAS, by lease agreement dated September, 1999 (the "Lease"), Landlord's
predecessor  in  interest  leased to Tenant  and Tenant  hired  from  Landlord's
predecessor in interest,  certain premises (the "Original Premises")  consisting
of  approximately  16,881 gross  rentable  square  feet  in the  building  (the
"Original  Premises  Building")  known as 826  Newtown  Yardley  Road,  Newtown,
Pennsylvania; and

     WHEREAS,  Landlord  and  Tenant  wish to  modify  and  amend  the  Lease as
hereinafter set forth;

     NOW, THEREFORE , for and in consideration of the above premises, the mutual
covenants hereinafter contained, and other good and valuable consideration,  the
receipt and  sufficiency of which are hereby  acknowledged,  Landlord and Tenant
hereby agree as follows:

     1. Premises.  (a) Upon the "Additional  Space  Commencement  Date" (as said
        --------
term is hereinafter defined),  the definition and description of the Premises in
the Lease shall be modified and amended to include certain  additional  premises
(the  "Additional  Space),  consisting of  approximately  14,284 gross  rentable
square feet located on the ground level of the building (the


                                      -1-
<PAGE>

"Additional  Space  Building")  known  as 828  Newtown  Yardley  Road,  Newtown,
Pennsylvania, which Additional Space is more particularly described on Exhibit A
attached  hereto  and made  apart  hereof.  As a result  of the  foregoing,  the
definition  and  description  of the  Premises  in the  Lease  shall,  as of the
Additional Space  Commencement Date, refer to the Original Premises described in
the Lease together with the Additional Space described herein, and shall consist
of approximately 31,165 gross rentable square feet.

     (b) Upon the  Additional  Space  Commencement  Date,  all references in the
Lease to the "Building" shall mean the "Original Premises Building" with respect
to the Original  Premises,  and shall mean the  Additional  Space  Building with
respect to the Additional Space.

     2. Additional Space Work/ Landlord's  Contribution.  (a) Landlord shall, at
        -----------------------------------------------
Landlord's  cost and  expense,  perform the work set forth on Exhibit B attached
hereto and made a part hereof ("Landlord's Work").

     (b) In addition to Landlord's  Work,  Landlord  shall, at Tenant's cost and
expense,  subject  to  "Landlord's  Contribution"  (as said term is  hereinafter
defined), prepare the Additional Space for Tenant's occupancy in accordance with
the plans and  specifications  attached hereto as Exhibit C. All such work to be
performed  by  Landlord  as set forth on Exhibit C is herein  referred to as the
"Tenant Improvement Work" and the cost to perform the Tenant Improvement Work is
herein referred to as the "Construction Costs".  Landlord shall obtain bids from
three (3) contractors for the Tenant Improvement Work.  Landlord shall award the
Tenant  Improvement  Work to the lowest  bidder unless Tenant shall request that
the Tenant  Improvement  Work be awarded to one of the other  bidders.  Landlord
shall submit all bids to Tenant,  and Tenant  shall have five (5) business  days
thereafter to advise Landlord if Tenant desires that the Tenant Improvement Work
be awarded


                                      -2-
<PAGE>

to a bidder other than the lowest bidder.  If Tenant fails to so advise Landlord
within the aforesaid five (5) business day period,  the Tenant  Improvement Work
will be awarded to the lowest bidder, Landlord shall make a contribution towards
the   Construction   Costs   ("Landlord's   Contribution"),   which   Landlord's
Contribution  shall be in the  amount  of  $188,255.00.  In the  event  that the
Construction Costs shall exceed Landlord's Contribution, Landlord shall pay such
excess  costs (the  "Excess  Costs") and the annual  Fixed Basic Rent payable by
Tenant  through the "New  Expiration  Date" (as  hereinafter  defined)  shall be
increased by such Excess Costs amortized on a straight-line  basis over an eight
(8) year  period with an interest  factor  equal to ten (10%)  percent per annum
(the  "Increased  Rent").  In addition to the Increased  Rent,  upon  Landlord's
determination  of the Excess Costs,  Tenant shall deposit with Landlord a letter
of credit (the "LC") in the amount of the Excess  Costs as  additional  security
for the full and prompt performance by Tenant of its obligations under the Lease
(the "LC Security Deposit"). The LC Security Deposit shall be in addition to the
Security  Deposit  referred  to in Section 38 of the Lease,  and the  Additional
Security  Deposit  referred to in Section 15 hereinbelow.  Landlord shall not be
obligated to commence Landlord's Work or the Tenant Improvement Work, or deliver
possession  of the  Additional  Space to Tenant  until  such time as Tenant  has
deposited with Landlord said LC. The LC shall be  unconditional  and irrevocable
and shall be drawn on a bank reasonably acceptable to Landlord.  The LC shall be
for a  minimum  period  of one (1)  year  and  shall  provide  that it  shall be
automatically  renewed for  additional  one (1) year periods  unless the issuing
bank shall notify Landlord at least sixty (60) days prior to the end of its term
that the LC shall  not be  renewed.  In such  event,  Tenant  shall  deliver  to
Landlord a replacement LC in accordance  with the  requirements  of this Section
2(b) within  fifteen (15) days  thereafter,  or Landlord shall have the right to
draw upon the LC and retain the proceeds thereof as a cash security


                                      -3-
<PAGE>

deposit.  Landlord  may draw upon the LC by  submitting  to the  issuing  bank a
certification  of Landlord's  managing  agent that there has occurred and is, at
the time of said draw,  a default  under the Lease  which  entitles  Landlord to
apply all or any portion of any money  deposited  by Tenant as security  for the
full and prompt  performance by Tenant of its  obligations  under the Lease.  In
such event,  the  proceeds  received  by Landlord  shall be applied to cure such
default of Tenant,  including,  but not  limited to payment of Fixed Basic Rent,
Additional  Rent, late charges or other debts of Tenant due Landlord,  or repair
or  restoration  of the  Premises.  If Landlord uses any part of the LC Security
Deposit, Tenant shall restore same to its full amount within five (5) days after
Landlord's demand therefor,  either by an LC in an amount equal to the draw down
on the LC  effected  by  Landlord,  or by cash.  Provided  that Tenant has fully
complied with all of the terms of the Lease, and is not in default of any of its
obligations  thereunder,  the amount of the LC may be reduced by an amount equal
to  twelve  and one half  (12-1/2%)  percent  of the  original  amount of the LC
Security Deposit at the end of each lease year during the Term of the Lease. For
purposes  hereof,  the first "lease year" shall be the period  commencing on the
Additional  Space  Commencement  Date and ending  twelve  (12)  calendar  months
following the Additional Space Commencement Date, provided, however, that if the
Additional Space  Commencement.  Date is not the first day of a month, the first
lease year shall end twelve (12) calendar  months from the last day of the month
in which the Additional Space  Commencement Date occurs.  Each succeeding twelve
(12) calendar month period thereafter shall be a lease year. Provided Tenant has
fully complied with all of the terms of the Lease,  and is not in default of any
of its obligations  thereunder,  Landlord shall return the remaining  portion of
the LC Security  Deposit,  if any, to Tenant without interest within thirty (30)
days following the surrender of the Premises by Tenant.

                                      -4-
<PAGE>

     (c) Without  limiting any of the  provisions  of this  Section 2,  Landlord
estimates that the  Construction  Costs to base building  standards shall be Two
Hundred Ninety Seven Thousand and 00/100  ($297,000.00)  Dollars (the "Estimated
Construction Costs"). In the event that the actual Construction Costs exceed the
Estimated  Construction  Costs by an amount greater than ten (10%) percent,  the
amount of  Landlord's  Contribution  shall be  increased  by such excess  amount
unless the excess amount  results from events of Force Majeure or as a result of
any act or  omission of Tenant  including,  without  limitation,  changes in the
Tenant  Improvement Work requested by Tenant. If the actual  Construction  Costs
are less  than Two  Hundred  Ninety  Seven  Thousand  and  00/100  ($297,000.00)
Dollars, the amount of landlord's  Contribution shall not be reduced as a result
thereof.

     (d) Landlord's Work and the Tenant Improvement Work are herein collectively
referred to as the  "Additional  Space  Work".  Tenant  agrees that it shall not
interfere with Landlord's  completion of the Additional  Space Work and that any
labor,  which may be employed in connection  with the  installation  of Tenant's
trade fixtures,  furniture or other items, shall be compatible with labor forces
employed by Landlord.  To the extent Tenant causes a delay in the  completion of
the Additional Space Work, whether by reason of a change in the Additional Space
Work, non-compatibility of labor or otherwise, the Additional Space Commencement
Date  shall be  accelerated  by the  period of such  delay.  Any  changes in the
Additional  Space Work desired by Tenant  shall be  submitted  in writing  (with
plans and  specifications  where  applicable) and shall be subject to Landlord's
approval, which approval shall not be unreasonably withheld or delayed. Landlord
shall have a period of five (5) business  days from receipt of Tenant's  request
for  non-structural  changes in the  Additional  Space Work,  and  fifteen  (15)
business days from receipt of Tenant's request for

                                      -5-
<PAGE>

structural changes in the Additional Space Work, to either approve or disapprove
of same.  Failure of Landlord to approve or disapprove such requested changes in
the Additional  Space Work within the aforesaid time periods shall constitute an
approval by Landlord thereof.  Tenant shall designate one individual to serve as
Tenant's  construction  representative.  Such  designation may be changed at any
time in  accordance  with  the  notice  provision  of the  Lease,  but  only one
individual  may  be  so  designated  at  any  one  time.  Tenant's  construction
representative  shall be the only  individual  who shall have the  authority  to
request any changes in the  Additional  Space Work.

     (e)  Within  thirty  (30) days  after  the  substantial  completion  of the
Additional  Space  Work,   Tenant  shall  prepare  and  deliver  to  Landlord  a
"punchlist" of all items which are not fully completed,  or which are defective,
and Landlord agrees to complete or correct the same as quickly  thereafter as is
reasonably practicable under the circumstances.

     3. Term. (a) The Term for the  Additional  Space shall commence on the date
        ----
(the "Additional Space Commencement  Date") Landlord delivers  possession of the
Additional  Space and a  Certificate  of  Occupancy  therefor to Tenant with the
Additional Space Work, exclusive of "punchlist" items,  substantially completed.
The Additional Space Work shall be deemed  substantially  completed at such time
as the only items to be completed are those which do not substantially interfere
with  Tenant's use and occupancy of the  Additional  Space.  Should  Landlord be
delayed in delivering possession of the Additional Space and/or a Certificate of
Occupancy  therefor to Tenant,  or in  substantially  completing  the Additional
Space Work, by reason of (i) Tenant's  failure to complete any of its work, (ii)
Tenant's  failure to prepare and submit  plans  required  hereunder  in a timely
manner, (iii) changes in the Additional Space Work requested by Tenant, (iv) the
unavailability of materials or improvements selected by Tenant, or (v) any other
act

                                      -6-
<PAGE>

or  omission  of  Tenant,  the  Additional  Space  Commencement  Date  shall  be
accelerated  by the  number  of days of  delay  occasioned  by any  such  event.
Landlord estimates that the Additional Space Commencement Date shall occur on or
about April 1, 2002 (the "Target  Additional Space  Commencement  Date"). In the
event that Landlord is unable to deliver  possession o f the Additional Space to
Tenant on or before the Target  Additional  Space  Commencement  Date because of
Landlord's  inability  to  obtain a  Certificate  of  Occupancy  or  because  of
Landlord's inability to substantially complete the Additional Space Work, or for
any other  reason,  Landlord  shall not be  subject to any  liability  therefor.
Notwithstanding  the foregoing,  subject to delays caused by Tenant and/or Force
Majeure,   and  subject  to  Landlord's  right  to  a  reasonable  extension  as
hereinafter set forth, if the Additional Space  Commencement Date does not occur
on or  before  July 1,  2002,  Tenant  shall  have the right to  terminate  this
Agreement  upon written notice to Landlord given on or before July 6, 2002 (time
being  of  the  essence)  but  in  any  event  prior  to  the  Additional  Space
Commencement Date, and neither party shall have any further rights,  liabilities
or obligations hereunder thereafter; provided, however that if, on July 1, 2002,
Landlord is diligently  pursuing the  substantial  completion of the  Additional
Space  Work  and the  obtaining  of a  Certificate  of  Occupancy  and  Landlord
reasonably believes that the Additional Space Commencement Date will occur on or
before  August  1,  2002,  Landlord  shall  be given  until  August  1,  2002 to
substantially  complete the Additional Space Work and to obtain a Certificate of
Occupancy,  and if the Additional Space  Commencement  Date does not occur on or
before August l, 2002,  Tenant shall have the right to terminate  this Agreement
upon written notice to Landlord given on or before August 6, 2002 (time being of
the essence),  but in any event prior to the Additional Space Commencement Date,
and neither  party shall have any further  rights,  liabilities  or  obligations
hereunder thereafter. In the event

                                      -7-
<PAGE>

Tenant shall  terminate  this  Agreement as set forth in this Section 3(a),  the
Lease shall  nevertheless  remain in full force and effect  with  respect to the
Original Premises. Notwithstanding anything to the contrary contained herein, if
the "Tenant Execution Date" (as hereinafter defined) does not occur on or before
January 10, 2002, all dates set forth in this Section 3(a) shall be extended one
(1) day for every day after  January  10, 2002 until the Tenant  Execution  Date
occurs.  For purposes  hereof,  the Tenant  Execution  Date shall be the date on
which  Tenant  executes  this  Agreement  and  delivers a copy of such  executed
Agreement to Landlord or Landlord's attorney.

     (b) The Term for the Additional Space shall be co-terminus with the Term of
the Lease for the Original Premises, including any renewals thereof. The Term of
the  Lease is hereby  extended  to 6:00  P.M.  on the date (the "New  Expiration
Date") which shall be eight (8) years after the  Additional  Space  Commencement
Date; provided however,  that if the Additional Space Commencement Date is other
than the first day of a month,  the New Expiration Date shall be eight (8) years
after the last day of the month in which the Additional Space  Commencement Date
occurs.  Tenant's option to renew the Term of the Lease, as set forth in Rider A
thereto,  is hereby  amended  so that  Tenant  shall have only one (1) option to
renew the Lease for the entire  Premises  (including the Additional  Space) upon
the terms and conditions set forth in said Rider A.

     (c) Within ten (10) days after the  written  request of either  party,  the
parties  shall execute and deliver to each other a written  confirmation  of the
Additional Space Commencement Date and the New Expiration Date.

     4.  Rent.  (a) The Lease is  amended  to  provide  that  commencing  on the
         ----
Additional  Space  Commencement  Date,  Tenant shall pay to Landlord Fixed Basic
Rent as follows:

     (i) For and during the period commencing on the Additional Space


                                      -8-
<PAGE>

Commencement Date and ending twelve (12) months thereafter, or if the Additional
Space  Commencement  Date is other  than the first day of a month,  then  ending
twelve (12) months from the last day of the month in which the Additional  Space
Commencement  Date  occurs,  Fixed  Basic Rent shall be paid at the annual  rate
determined by multiplying  the gross  rentable  square foot area of the Premises
(including the Additional Space) by $17.74 per square foot (i.e. 31,165 x $17.74
= $552,867.10 per annum/$46,072.26 per month).

     (ii) For and during the twelve (12) month period immediately  following the
period  set forth in (i)  hereinabove,  Fixed  Basic  Rent  shall be paid at the
annual rate determined by multiplying the gross rentable square foot area of the
Premises  (including the Additional Space) by $19.25 per square foot (ie. 31,165
x $19.25 = $599,926.25 per annum/$49,993.85 per month).

     (iii) For and during the twelve (12) month period immediately following the
period  set forth in (ii)  hereinabove,  Fixed  Basic  Rent shall be paid at the
annual rate determined by multiplying the gross rentable square foot area of the
Premises  (including the Additional Space) by $19.75 per square foot (ie. 31,165
x $19.75 = $615,508.75 per annum/$51,292.40 per month).

     (iv) For and during the twelve (12) month period immediately  following the
period  set forth in (iii)  hereinabove,  Fixed  Basic Rent shall be paid at the
annual rate determined by multiplying the gross rentable square foot area of the
Premises  (including the Additional Space) by $20.25 per square foot (ie. 31,165
x $20.25 = $631,091.25 per annum/$52,590.94 per month).

     (v) For and during the twelve (12) month period immediately  following the
period  set forth in (iv)  hereinabove,  Fixed  Basic  Rent shall be paid at the
annual rate determined by multiplying the gross rentable square foot area of the
Premises (including the Additional Space) by $20.75 per square foot (ie. 3l,165
x $20.75 = $646,673.75 per annum/$53,889.48 per month).

                                      -9-
<PAGE>

     (vi) For and during the twelve (12) month period immediately following the
period  set forth in (v)  hereinabove,  Fixed  Basic  Rent  shall be paid at the
annual rate determined by multiplying the gross rentable square foot area of the
Premises (including the Additional Space) by $21.25 per square foot (ie. 31,165x
$21.25 = $662,256.25 per  annuml/$55,188.02  per month).

     (vii) For and during the twelve (12) month period immediately following the
period  set forth in (vi)  hereinabove,  Fixed  Basic  Rent shall be paid at the
annual rate determined by multiplying the gross rentable square foot area of the
Premises  (including the Additional Space) by $21.75 per square foot (ie. 31,165
x $21.75 = $677,838.75 per annum/$56,486.56 per month).

     (viii) For and during the twelve (12)month period immediately following the
period  set forth in (vii)  hereinabove,  Fixed  Basic Rent shall be paid at the
annual rate determined by multiplying the gross rentable square foot area of the
Premises  (including the Additional Space) by $22.25 per square foot (ie. 31,165
x $22.25 = $693,421.25 per annum/$57,785.10 per month).

     (b) The Fixed Basic Rent amounts, set forth in Section 4(a) above, shall be
subject to increase in accordance  with the terms and provisions of Section 2(b)
hereof.  Within ten (10) days after the  written  request of either  party,  the
parties  shall execute and deliver to each other a written  confirmation  of any
additional  Fixed Basic rent amounts  payable by tenant in  accordance  with the
foregoing.

     (c) Fixed Basic Rent shall be payable  without notice or demand and without
setoff or deduction, in equal monthly installments, in advance, on the first day
of each  calendar  month during the Term.  Fixed Basic Rent for a partial  month
shall be prorated.

     (d) Tenant shall  continue to pay to Landlord,  as Additional  Rent, in the
manner more particularly set forth in the Lease, Tenant's Proportionate Share of
Annual Operating Costs (as

                                      -10-
<PAGE>


defined in the Lease) to the extent the same  exceeds the sum of Four and 00/100
($4.00)  Dollars per gross rentable  square foot of the Premises  (including the
Additional Space).

     5.  Proportionate  Share. The Lease is amended to provide that effective as
         --------------------
of the Additional Space  Commencement  Date,  Tenant's  Proportionate  Share, as
defined in the Lease, shall be changed from 14.19% to 26.0%.

     6. Insurance. Section 7 of the Lease is supplemented to provide that Tenant
        ---------
shall,  at its cost and  expense,  procure  all  policies of  insurance  for the
purpose of insuring the Additional  Space in accordance with the terms set forth
in said  Section 7 of the Lease.  Policies of such  insurance,  or  certificates
thereof, together with reasonable evidence of premium payment therefor, shall be
delivered to Landlord upon Tenant's execution of this Agreement.

     7.  Utilities  and  Services.  Section  9 of the Lease is  supplemented  to
         ------------------------
provide that from and after the Additional Space  Commencement Date, in addition
to Tenant's obligation to pay all charges for electricity,  light, heat or other
utility  used by Tenant at the  Original  Premises,  Tenant  shall also pay,  as
Additional Rent, all charges for electricity,  light, heat or other utility used
by Tenant at the Additional Space. Such charges for electricity,  light, heat or
other utility used by Tenant at the Additional  Space shall be determined in the
same  manner as  Landlord  has been  utilizing  to  determine  the  charges  for
electricity,  light,  heat or  other  utility  used by  Tenant  at the  Original
Premises.

     8. Governmental Regulations.  To the extent required, Landlord shall obtain
        ------------------------
a  certificate  of  occupancy  for Tenant's  occupancy or use of the  Additional
Space; provided,  however, that if Landlord is unable to obtain said certificate
of occupancy solely because of any act or omission of Tenant, including, without
limitation, any work being performed by Tenant at the

                                      -11-
<PAGE>

Additional  Space,  then Tenant shall be obligated to obtain said certificate of
occupancy at Tenant's sole cost and expense.

     9. Tenant's Relocation. The terms and provisions of Section 22 of the Lease
        -------------------
shall apply  independently  to the Original  Premises and the Additional  Space;
however, with respect to the Additional Space, the "Substituted Leased Premises"
must be in reasonable proximity to the Additional Space.

     10. Assignment and Sublease.  (a) Section 2lb) of the Lease is supplemented
         -----------------------
to provide that in the event that  Landlord  elects not to exercise its right to
sublease or recapture as set forth in Section 21a) of the Lease,  Landlord shall
have thirty (30) days from receipt of the "Assignment-Sublease  Information" (as
hereinafter  defined) to either grant consent or withhold  consent to a proposed
assignment  of the Lease or a sublease  of all or any  portion of the  Premises.
Failure of Landlord to either grant consent or withhold consent to such proposed
assignment or sublease  within the  aforesaid  thirty (30) day time period shall
constitute a consent  thereto by Landlord.  For purposes of this Section 10, the
"Assignment-Sublease  Information"  shall mean a written  request for Landlord's
approval of a proposed assignment or sublease setting forth the name,  principal
business address,  and nature of business of the proposed assignee or sublessee;
the  financial,  banking and other credit  information  relating to the proposed
assignee or sublessee; and the details of the proposed assignment or subletting,
including a copy of the proposed assignment or sublease instrument and plans for
any alterations required for the proposed assignee or sublessee. Notwithstanding
anything to the contrary  contained in the Lease or in this Agreement,  under no
circumstances  shall  Landlord  be  required  to  grant  consent  to a  proposed
assignment of the Lease or a sublease of all or any portion of the Premises to a
current or former  tenant or occupant of the

                                      -12-
<PAGE>

Original  Premises  Building  or  the  Additional  Space  Building,  or  to  any
individual or entity who or which has  communicated  its space  requirements  to
Landlord within the twelve (12) month period  immediately  preceding  Landlord's
receipt of the Assignment-Sublease  information, or is negotiating with Landlord
for such space, or to any entity in any way related to any of the foregoing.

     (b) Except as specifically  set forth in 10(a) above,  all of the terms and
provisions of Section 21 of the Lease shall remain  unmodified and in full force
and effect.

     11.  Condition of Additional  Space.  Except for the Additional Space Work,
          -------------------------------
Tenant  accepts the  Additional  Space in its "as is"  condition  as of the date
hereof.  Tenant acknowledges that Landlord has not made any representation as to
the condition of the Additional Space or the suitability of the Additional Space
for Tenant's intended use.

     12. Recording.  Neither this Agreement nor any memorandum of this Agreement
         ---------
shall be recorded in any public records.

     13.  Broker's  Commission.  Tenant warrants and represents to Landlord that
          --------------------
Tenant has not dealt with or negotiated  with any real estate broker or salesman
in connection  with this Agreement.  Tenant hereby agrees to indemnify  Landlord
and hold  Landlord  harmless  from and against  any and all  claims,  liability,
losses,  judgments  and  expenses,  including  reasonable  attorney's  fees  and
disbursements, which Landlord suffers as a result of Tenant's foregoing warranty
and representation being untrue in any manner.

     14.  Irrevocable  Offer; No Option.  This Agreement shall become  effective
          -----------------------------
only upon execution and delivery by both parties.

     15. Security  Deposit.  Upon execution of this Agreement by Tenant,  Tenant
         -----------------
shall deposit with Landlord the additional sum of $55,000.00 as further security
for the performance by

                                      -13-
<PAGE>

Tenant of its obligations under the Lease (the "Additional  Security  Deposit").
The terms and  provisions  of Section 38 of the Lease shall be applicable to the
Additional  Security Deposit and the Additional  Security Deposit may also be in
the form of an irrevocable  evergreen letter of credit reasonably  acceptable to
Landlord as set forth in the Preamble to the Lease.

     16.  Tenant's Right of First Offer.  The terms and provisions of Section 43
          -----------------------------
of the Lease shall  continue to apply to the Original  Premises  Building.  With
respect to the  Additional  Space  Building,  Tenant shall have a right of first
offer  ("Right of Offer") with respect to the leasing of the "Offer Space" shown
on  Exhibit D  attached  hereto and made a part  hereof,  as such space  becomes
available  for  leasing  by  Landlord,  provided  that  there is not an event of
default  continuing in accordance with the terms and conditions of the Lease and
Tenant is in possession of the  Additional  Space pursuant to the Lease and this
Agreement.  All of the other  terms and  provisions  of  Section 43 of the Lease
shall be applicable to Tenant's Right of Offer as set forth in this Section 16.

     17. Defined  Terms.  The  capitalized  terms used in this Agreement and not
         --------------
defined herein shall have the respective meanings indicated in the Lease, unless
the context clearly requires otherwise.

     18. No Other  Changes.  The  intent of this  Agreement  is only to  modify,
         -----------------
change and amend those  provisions of the Lease as herein  specified.  Except as
herein  specifically  modified,  changed  and  amended,  all  of the  terms  and
conditions of the Lease shall remain in full force and effect

                               -14-
<PAGE>


     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above written.

                                          LANDLORD:

WITNESS:                                  826 NEWTOWN ASSOCIATES, LP


-----------------------------             By: Mark S. Green



                                          Name: /s/ Mark S. Green
                                               -----------------------------

                                          Title:
                                                ----------------------------


ATTEST:                                   TENANT:

                                          BIO-IMAGING TECHNOLOGIES, INC.

By:/s/ David Pitler 11-Jan-02             By: /s/ Mark L. Weinstein  11-Jan-2002
   ---------------------------               -----------------------------------

Name: David Pitler                        Name:Mark L. Weinstein
     -------------------------                 ---------------------------------

Title:V.P. Operations                     Title: President & CEO
      ------------------------                  --------------------------------


                                      -15-



<PAGE>
                                   EXHIBIT A
                                   ---------

                           DIAGRAM OF ADDITIONAL SPACE
                           ---------------------------

                               [GRAPHIC OMITTED]

                                      -16-
<PAGE>


                                   EXHIBIT B
                                   ---------

                                 LANDLORD'S WORK
                                 ---------------


     Landlord at its sole cost and expense shall construct,  install and provide
the following work at the Premises:

          -    Demising walls, taped and spackled.
          -    Ceiling grid.
          -    Building standard ceiling tiles.
          -    Building standard ceiling lights.
          -    HVAC system with trunk lines dispersed.
          -    Sprinkler heads installed as per code.
          -    Electric to panel box.
          -    Wall  penetrations  between vacant space and AutoClub  Cellular's
               space as per plans.
          -    One new  building  window  indicated  on plans that is closest to
               sprinkler room in AutoClub Cellular's space.
          -    Walkway  through  courtyard   connecting  the  Original  Premises
               Building  and  the  Additional  Space  Building  (Landlord  shall
               diligently pursue the completion of such walkway,  and subject to
               delays beyond Landlord's  control,  and subject to receipt of all
               necessary  permits and approvals,  shall complete such walkway on
               or before the Additional Space Commencement Date).




                                      -17-
<PAGE>
                                   EXHIBIT C
                                   ---------

                              ADDITIONAL SPACE WORK
                              ---------------------

                               [GRAPHIC OMITTED]