[image omitted]
                                 PROMISSORY NOTE
$1,000,000.00                                                   April 30, 2002


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

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

Borrower  promises  to pay to the order of Bank,  in lawful  money of the United
States of  America,  at its office  indicated  above or  wherever  else Bank may
specify,  the sum of One Million and No/100 Dollars  ($1,000,000.00) or such sum
as may be  advanced  and  outstanding  from time to time,  with  interest on the
unpaid  principal  balance  at the  rate  and  on the  terms  provided  in  this
Promissory Note  (including all renewals,  extensions or  modifications  hereof,
this "Note").

LOAN  AGREEMENT.  This Note is subject to the  provisions  of that  certain Loan
Agreement  between Bank and Borrower dated April 30, 2002, as modified from time
to time.

LINE OF CREDIT.  Borrower may borrow,  repay and reborrow,  and Bank may advance
and readvance under this Note  respectively from time to time until the maturity
hereof (each an "Advance"  and  together the  "Advances"),  so long as the total
principal balance outstanding under this Note at anyone time does not exceed the
principal  amount  stated on the face of this Note,  subject to the  limitations
described in any loan agreement to which this Note is subject. Bank's obligation
to make Advances under this Note shall  terminate if Borrower is in Default.  As
of the date of each proposed Advance, Borrower shall be deemed to represent that
each  representation  made in the Loan Documents is true as of such date. 30-DAY
PAYOUT. During the term of the Note, Borrower agrees to pay down the outstanding
balance to a maximum of $0.00 for 30 consecutive days semi-annually.

If Borrower  subscribes to Bank's cash management services and such services are
applicable  to this line of credit,  the terms of such service shall control the
manner in which funds are  transferred  between the  applicable  demand  deposit
account and the line of credit for credit or debit to the line of credit.

USE OF PROCEEDS.  Borrower  shall use the  proceeds of the loan(s)  evidenced by
this Note for the  commercial  purposes of  Borrower,  as  follows:  for working
capital.

SECURITY.  Borrower  has  granted  Bank a security  interest  in the  collateral
described  in the  Loan  Documents,  including,  but not  limited  to,  personal
property  collateral  described in that certain Security  Agreement of even date
herewith.

INTEREST  RATE.  Interest shall accrue on the unpaid  principal  balance of this
Note from the date hereof at the Bank's  Prime Rate plus 0.5%,  as that rate may
change from time to time in  accordance  with  changes in the Bank's  Prime Rate
("Interest Rate"). "Bank's Prime Rate" shall be that rate announced by Bank from
time to time as its prime rate and is one of several interest rate bases used by
Bank.  Bank lends at rates both above and below Bank's Prime Rate,  and Borrower
acknowledges  that Bank's  Prime Rate is not  represented  or intended to be the
lowest or most favorable rate of interest offered by Bank.

DEFAULT  RATE.  In addition to all other  rights  contained  in this Note,  if a
Default  (as  defined  herein)  occurs and as long as a Default  continues,  all
outstanding  Obligations  shall  bear  interest  at the  Interest

<PAGE>

Rate  plus  3%  ("Default  Rate").  The  Default  Rate  shall  also  apply  from
acceleration until the Obligations or any judgment thereon is paid in full.

INTEREST AND FEE(S) COMPUTATION  (ACTUAL/360).  Interest and fees, if any, shall
be computed on the basis of a 360-day year for the actual  number of days in the
applicable  period  ("Actual/360   Computation").   The  Actual/360  Computation
determines the annual  effective  interest yield by taking the stated  (nominal)
rate for a year's  period and then  dividing  said rate by 360 to determine  the
daily  periodic  rate to be  applied  for  each  day in the  applicable  period.
Application of the Actual/360  Computation produces an annualized effective rate
exceeding the nominal rate.

REPAYMENT  TERMS.  This Note  shall be due and  payable in  consecutive  monthly
payments of accrued interest only,  commencing on May 1, 2002, and continuing on
the same day of each month  thereafter  until  fully  paid.  In any  event,  all
principal and accrued interest shall be due and payable on May 31, 2003.

AUTOMATIC DEBIT OF CHECKING ACCOUNT FOR LOAN PAYMENT.  Borrower  authorizes Bank
to debit demand  deposit  account number or any other account with Bank (routing
number 031000503)  designated in writing by Borrower,  beginning May 1, 2002 for
any payments due under this Note. Borrower further certifies that Borrower holds
legitimate  ownership of this account and  preauthorizes  this periodic debit as
part of its right under said ownership.

APPLICATION OF PAYMENTS. Monies received by Bank from any source for application
toward payment of the Obligations  shall be applied to accrued interest and then
to principal.  If a Default occurs,  monies may be applied to the Obligations in
any manner or order deemed appropriate by Bank.

If any  payment  received  by Bank under this Note or other  Loan  Documents  is
rescinded,  avoided or for any reason  returned  by Bank  because of any adverse
claim or threatened  action,  the returned  payment  shall remain  payable as an
obligation  of all persons  liable  under this Note or other Loan  Documents  as
though such payment had not been made.

DEFINITIONS. LOAN DOCUMENTS. The term "Loan Documents" used in this Note and the
other Loan  Documents  refers to all documents  executed in  connection  with or
related to the loan  evidenced  by this Note and any prior notes which  evidence
all or any portion of the loan evidenced by this Note, and any letters of credit
issued  pursuant  to any loan  agreement  to which  this  Note is  subject,  any
applications  for such  letters of credit and any other  documents  executed  in
connection therewith or related thereto, and may include,  without limitation, a
commitment letter that survives closing, a loan agreement,  this Note,  guaranty
agreements,  security agreements,  security  instruments,  financing statements,
mortgage  instruments,  any  renewals  or  modifications,  whenever  any  of the
foregoing are executed,  but does not include swap  agreements (as defined in 11
U.S.C.ss.101).  OBLIGATIONS.  The term "Obligations" used in this Note refers to
any and all  indebtedness  and other  obligations  under  this  Note,  all other
obligations under any other Loan Document(s), and all obligations under any swap
agreements (as defined in 11  U.S.C.ss.101)  between  Borrower and Bank whenever
executed. CERTAIN OTHER TERMS. All terms that are used but not otherwise defined
in any of the Loan Documents shall have the definitions  provided in the Uniform
Commercial Code.

LATE CHARGE.  If any payments  are not timely made,  Borrower  shall also pay to
Bank a late charge equal to 5% of each payment past due for 10 or more days.

Acceptance by Bank of any late payment without an accompanying late charge shall
not be deemed a waiver of Bank's right to collect such late charge or to collect
a late charge for any subsequent late payment received.

ATTORNEYS'  FEES AND OTHER  COLLECTION  COSTS.  Borrower shall pay all of Bank's
reasonable  expenses  incurred  to  enforce or  collect  any of the  Obligations
including, without limitation, reasonable arbitration,  paralegals',  attorneys'
and experts' fees and expenses,  whether  incurred without the commencement of a
suit,  in  any  trial,  arbitration,  or  administrative  proceeding,  or in any
appellate or bankruptcy proceeding.

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<PAGE>

USURY. If at any time the effective interest rate under this Note would, but for
this  paragraph,  exceed the maximum  lawful rate,  the effective  interest rate
under this Note shall be the maximum  lawful  rate,  and any amount  received by
Bank in excess of such rate shall be applied to  principal  and then to fees and
expenses, or, if no such amounts are owing, returned to Borrower.

DEFAULT.  If any of the following occurs, a default  ("Default") under this Note
shall  exist:  NONPAYMENT;  NONPERFORMANCE.  The  failure  of timely  payment or
performance of the Obligations or Default, however denominated,  under this Note
or any other loan Documents.  FALSE WARRANTY.  A warranty or representation made
or deemed made in the Loan  Documents or furnished  Bank in connection  with the
loan  evidenced  by this Note proves  materially  false,  or if of a  continuing
nature,  becomes materially false. CROSS DEFAULT.  At Bank's option, any default
in payment or performance of any obligation under any other loans,  contracts or
agreements of Borrower,  any  Subsidiary  or Affiliate of Borrower,  any general
partner of or the holder(s) of the majority ownership interests of Borrower with
Bank or its  affiliates  ("Affiliate"  shall  have the  meaning as defined in 11
U.S.C.  ss. 101,  except that the term  "Borrower"  shall be substituted for the
term "Debtor"  therein;  "Subsidiary"  shall mean any business in which Borrower
holds, directly or indirectly, a controlling interest).  CESSATION;  BANKRUPTCY.
The death of,  appointment  of a guardian for,  dissolution  of,  termination of
existence of, loss of good standing  status by,  appointment  of a receiver for,
assignment for the benefit of creditors of, or commencement of any bankruptcy or
insolvency proceeding by or against Borrower, its Subsidiaries or Affiliates, if
any,  or any  general  partner of or the  holder(s)  of the  majority  ownership
interests of Borrower,  or any party to the Loan  Documents.  MATERIAL  BUSINESS
ALTERATION.  Without prior written consent of Bank, a material alteration in the
kind or type of  Borrower's  business.  MATERIAL  CAPITAL  STRUCTURE OR BUSINESS
ALTERATION.  Without prior written consent of Bank, (i) a material alteration in
the kind or type of Borrower's  business or that of Borrower's  Subsidiaries  or
Affiliates, if any; (ii) the sale of substantially all of the business or assets
of Borrower, any of Borrower's Subsidiaries or Affiliates or any guarantor, or a
material  portion  (10% or more) of such  business  or  assets if such a sale is
outside  the  ordinary  course of  business of  Borrower,  or any of  Borrower's
Subsidiaries or Affiliates or any guarantor, or more than 50% of the outstanding
stock or  voting  power of or in any such  entity in a single  transaction  or a
series  of  transactions;  (iii) the  acquisition  of  substantially  all of the
business or assets or more than 50% of the outstanding  stock or voting power of
any other entity; or (iv) should any Borrower or any of Borrower's  Subsidiaries
or Affiliates or any guarantor enter into any merger or consolidation.

REMEDIES  UPON  DEFAULT.  If a  Default  occurs  under  this  Note  or any  Loan
Documents,  Bank may at any time thereafter,  take the following  actions:  BANK
LIEN.  Foreclose  its  security  interest or lien  against  Borrower's  accounts
without notice.  ACCELERATION UPON DEFAULT. Accelerate the maturity of this Note
and, at Bank's option, any or all other Obligations, whereupon this Note and the
accelerated Obligations shall be immediately due and payable; provided, however,
if the Default is based upon a bankruptcy or insolvency  proceeding commenced by
or against  Borrower or any guarantor or endorser of this Note, all  Obligations
shall automatically and immediately be due and payable. CUMULATIVE. Exercise any
rights and remedies as provided under the Note and other Loan  Documents,  or as
provided by law or equity.

FINANCIAL AND OTHER INFORMATION. Borrower shall deliver to Bank such information
as Bank may reasonably request from time to time, including without limitation,
financial statements and information pertaining to Borrower's financial
condition. Such information shall be true, complete, and accurate.

CONFESSION OF JUDGMENT.  THE FOLLOWING PARAGRAPH SETS FORTH A POWER OF AUTHORITY
FOR ANY ATTORNEY TO CONFESS JUDGMENT AGAINST BORROWER.  IN GRANTING THIS WARRANT
OF  ATTORNEY TO CONFESS  JUDGMENT  AGAINST  BORROWER,  THE  BORROWER,  FOllOWING
CONSULTATION WITH (OR DECISION NOT TO CONSULT) SEPARATE COUNSEL FOR BORROWER AND
WITH  KNOWLEDGE OF THE lEGAL EFFECT  HEREOF,  HEREBY  KNOWINGLY,  INTENTIONALLY,
VOLUNTARILY,  INTELLIGENTLY  AND  UNCONDITIONALLY  WAIVES ANY AND ALL RIGHTS THE
BORROWER HAS OR MAY HAVE TO PRIOR NOTICE AND AN  OPPORTUNITY  FOR HEARING  UNDER
THE  RESPECTIVE  CONSTITUTIONS  AND  LAWS  OF  THE  UNITED  STATES  OF  AMERICA,
COMMONWEALTH OF PENNSYLVANIA,  OR ELSEWHERE  INCLUDING,  WITHOUT  LIMITATION,  A
HEARING PRIOR TO GARNISHMENT AND ATTACHMENT

                                     Page 3
<PAGE>

OF THE  BORROWER'S  BANK ACCOUNT AND OTHER  ASSETS.  BORROWER  ACKNOWLEDGES  AND
UNDERSTANDS  THAT BY ENTERING INTO THIS NOTE CONTAINING A CONFESSION OF JUDGMENT
CLAUSE THAT BORROWER IS VOLUNTARILY,  INTELLIGENTLY  AND KNOWINGLY GIVING UP ANY
AND ALL RIGHTS,  INCLUDING  CONSTITUTIONAL RIGHTS, THAT BORROWER HAS OR MAY HAVE
TO NOTICE AND A HEARING  BEFORE  JUDGMENT  CAN BE ENTERED  AGAINST  BORROWER AND
BEFORE THE BORROWER'S ASSETS, INCLUDING,  WITHOUT LIMITATION, ITS BANK ACCOUNTS,
MAY BE GARNISHED,  LEVIED,  EXECUTED UPON AND/OR ATTACHED.  BORROWER UNDERSTANDS
THAT ANY SUCH  GARNISHMENT,  LEVY,  EXECUTION AND/OR ATTACHMENT SHALL RENDER THE
PROPERTY GARNISHED, LEVIED, EXECUTED UPON OR ATTACHED IMMEDIATELY UNAVAILABLE TO
BORROWER.  IT IS SPECIFICALLY  ACKNOWLEDGED BY BORROWER THAT THE BANK HAS RELIED
ON THIS  WARRANT  OF  ATTORNEY  AND THE  RIGHTS  WAIVED  BY  BORROWER  HEREIN IN
RECEIVING THIS NOTE AND AS AN INDUCEMENT TO GRANT  FINANCIAL  ACCOMMODATIONS  TO
THE BORROWER.

If a Default occurs under this Note or any other Loan  Documents,  each Borrower
hereby  jointly and severally  authorizes and empowers any attorney of any court
of record or the  prothonotary  or clerk of any  county in the  Commonwealth  of
Pennsylvania,  or in any jurisdiction where permitted by law or the clerk of any
United  States  District  Court,  to appear for  Borrower in any and all actions
which may be  brought  hereunder  and enter and  confess  judgment  against  the
Borrower  or any of them in favor  of the  Bank for such  sums as are due or may
become due hereunder or under any other Loan  Documents,  together with costs of
suit and actual  collection  costs  including,  without  limitation,  reasonable
attorneys'  fees  equal to 5% of the  Obligations  then due and  owing but in no
event less than $5,000.00,  with or without  declaration,  without prior notice,
without stay of  execution  and with  release of all  procedural  errors and the
right to issue executions  forthwith.  To the extent permitted by law,  Borrower
waives  the right of  inquisition  on any real  estate  levied  on,  voluntarily
condemns the same,  authorizes the  prothonotary or clerk to enter upon the writ
of execution this voluntary condemnation and agrees that such real estate may be
sold on a writ of execution;  and also waives any relief from any  appraisement,
stay or exemption law of any state now in force or hereafter  enacted.  BORROWER
FURTHER WAIVES THE RIGHT TO ANY NOTICE AND HEARING PRIOR TO THE EXECUTION, LEVY,
ATTACHMENT  OR OTHER TYPE OF  ENFORCEMENT  OF ANY JUDGMENT  OBTAINED  HEREUNDER,
INCLUDING,  WITHOUT LIMITATION,  THE RIGHT TO BE NOTIFIED AND HEARD PRIOR TO THE
GARNISHMENT, LEVY, EXECUTION UPON AND ATTACHMENT OF BORROWER'S BANK ACCOUNTS AND
OTHER  PROPERTY.  If a copy of this Note verified by affidavit of any officer of
the Bank shall have been filed in such action, it shall not be necessary to file
the  original  thereof as a warrant of  attorney,  any  practice or usage to the
contrary notwithstanding. The authority herein granted to confess judgment shall
not be exhausted by any single exercise  thereof,  but shall continue and may be
exercised  from time to time as often as the Bank  shall find it  necessary  and
desirable  and at all times until full payment of all amounts due  hereunder and
under any other Loan  Documents.  The Bank may confess one or more  judgments in
the  same or  different  jurisdictions  for all or any  part of the  Obligations
arising  hereunder  or under any other Loan  Documents  to which  Borrower  is a
party, without regard to whether judgment has theretofore been confessed on more
than one  occasion  for the same  Obligations.  In the event  that any  judgment
confessed  against the Borrower is stricken or opened upon  application by or on
behalf of Borrower or any obligor for any reason,  the Bank is hereby authorized
and empowered to again appear for and confess  judgment against Borrower for any
part or all of the  Obligations  owing  under  this  Note  and/or  for any other
liabilities, as herein provided.

WAIVERS AND AMENDMENTS. No waivers, amendments or modifications of this Note and
other Loan  Documents  shall be valid unless in writing and signed by an officer
of Bank. No waiver by Bank of any Default shall operate as a waiver of any other
Default or the same  Default on a future  occasion.  Neither the failure nor any
delay on the part of Bank in exercising any right,  power,  or remedy under this
Note and other Loan  Documents  shall operate as a waiver  thereof,  nor shall a
single or  partial  exercise  thereof  preclude  any other or  further  exercise
thereof or the exercise of any other right, power or remedy.

Each Borrower or any person liable under this Note waives presentment,  protest,
notice of  dishonor,  demand for  payment,  notice of  intention  to  accelerate
maturity,  notice  of  acceleration  of  maturity,  notice of sale and all other
notices of any kind. Further,  each agrees that Bank may extend, modify or renew
this Note or make a novation of the loan  evidenced by this Note for any period,
and  grant  any  releases,

                                     Page 4
<PAGE>

compromises or indulgences with respect to any collateral securing this Note, or
with respect to any other Borrower or any other person liable under this Note or
other Loan Documents,  all without notice to or consent of each Borrower or each
person who may be liable under this Note or any other Loan  Document and without
affecting  the  liability of Borrower or any person who may be liable under this
Note or any other Loan Document.

MISCELlANEOUS  PROVISIONS.  ASSIGNMENT.  This Note and the other Loan  Documents
shall  inure to the  benefit  of and be  binding  upon  the  parties  and  their
respective  heirs,  legal  representatives,   successors  and  assigns.   Bank's
interests in and rights under this Note and the other Loan  Documents are freely
assignable,  in whole or in part, by Bank. In addition,  nothing in this Note or
any of the other loan  Documents  shall prohibit Bank from pledging or assigning
this Note or any of the other  Loan  Documents  or any  interest  therein to any
Federal  Reserve  Bank.  Borrower  shall not  assign  its  rights  and  interest
hereunder without the prior written consent of Bank, and any attempt by Borrower
to assign without Bank's prior written consent is null and void. Any assignment
shall not  release  Borrower  from the  Obligations.  APPLICABLE  LAW;  CONFLICT
BETWEEN  DOCUMENTS.  This Note and, unless otherwise  provided in any other Loan
Document,  the other Loan Documents shall be governed by and construed under the
laws of the state named in Bank's  address  shown above  without  regard to that
state's conflict of laws  principles.  If the terms of this Note should conflict
with the terms of any loan  agreement  or any  commitment  letter that  survives
closing, the terms of this Note shall control.  BORROWER'S  ACCOUNTS.  Except as
prohibited by law, Borrower grants Bank a security interest in all of Borrower's
accounts with Bank and any of its affiliates. JURISDICTION. Borrower irrevocably
agrees to  non-exclusive  personal  jurisdiction  in the  state  named in Bank's
address shown above. SEVERABILITY. If any provision of this Note or of the other
Loan  Documents  shall be  prohibited  or invalid  under  applicable  law,  such
provision  shall be  ineffective  but only to the extent of such  prohibition or
invalidity,  without  invalidating  the  remainder  of  such  provision  or  the
remaining  provisions of this Note or other such document.  NOTICES. Any notices
to Borrower shall be  sufficiently  given, if in writing and mailed or delivered
to the  Borrower's  address  shown  above  or such  other  address  as  provided
hereunder,  and to Bank,  if in writing and mailed or delivered to Bank's office
address  shown above or such other  address as Bank may specify in writing  from
time to time. In the event that Borrower changes  Borrower's address at any time
prior to the date the Obligations are paid in full,  Borrower agrees to promptly
give written  notice of said change of address by registered or certified  mail,
return receipt requested,  all charges prepaid. PLURAL; CAPTIONS. All references
in the Loan Documents to Borrower, guarantor, person, document or other nouns of
reference  mean both the singular  and plural form,  as the case may be, and the
term  "person"  shall  mean any  individual,  person  or  entity.  The  captions
contained in the Loan Documents are inserted for convenience  only and shall not
affect the meaning or interpretation of the Loan Documents.  ADVANCES. Bank may,
in its sole discretion, make other advances which shall be deemed to be advances
under this Note,  even  though the stated  principal  amount of this Note may be
exceeded as a result thereof.  POSTING OF PAYMENTS. All payments received during
normal  banking  hours  after  2:00 p.m.  local time at the office of Bank first
shown above shall be deemed  received  at the opening of the next  banking  day.
JOINT AND SEVERAL OBLIGATIONS. Each person who signs this Note as a Borrower (as
defined  herein) is jointly and severally  obligated.  FEES AND TAXES.  Borrower
shall promptly pay all documentary,  intangible recordation and/or similar taxes
on this transaction whether assessed at closing or arising from time to time.

ARBITRATION.  Upon  demand of any party  hereto,  whether  made  before or after
institution of any judicial proceeding,  any claim or controversy arising out of
or relating to the Loan Documents  between parties hereto (a "Dispute") shall be
resolved by binding  arbitration  conducted under and governed by the Commercial
Financial Disputes  Arbitration Rules (the "Arbitration  Rules") of the American
Arbitration  Association (the "AAA") and the Federal  Arbitration Act.  Disputes
may include,  without limitation,  tort claims,  counterclaims,  a dispute as to
whether a matter is subject to arbitration,  claims brought as class actions, or
claims arising from documents  executed in the future. A judgment upon the award
may be entered in any court having jurisdiction.  Notwithstanding the foregoing,
this  arbitration  provision does not apply to disputes under or related to swap
agreements.  SPECIAL RULES.  All arbitration  hearings shall be conducted in the
city named in the  address of Bank first  stated  above.  A hearing  shall begin
within 90 days of demand for  arbitration and all hearings shall conclude within
120 days of demand for  arbitration.  These time limitations may not be extended
unless a party shows cause for extension and then for no

                                     Page 5
<PAGE>

more than  a total of 60 days. The expedited  procedures  set forth in  Rule 51
et seq.  of the  Arbitration  Rules shall be  applicable  to claims of less than
-------
$1,000,000.00.  Arbitrators  shall  be  licensed  attorneys  selected  from  the
Commercial  Financial  Dispute  Arbitration Panel of the AAA. The parties do not
waive  applicable  Federal or state  substantive law except as provided  herein.
PRESERVATION AND LIMITATION OF REMEDIES.  Notwithstanding  the preceding binding
arbitration  provisions,  the parties  agree to  preserve,  without  diminution,
certain  remedies  that any party may  exercise  before or after an  arbitration
proceeding is brought.  The parties shall have the right to proceed in any court
of proper  jurisdiction  or by self-help to exercise or prosecute  the following
remedies,  as  applicable:  (i) all  rights  to  foreclose  against  any real or
personal  property  or other  security  by  exercising  a power of sale or under
applicable  law by judicial  foreclosure  including a proceeding  to confirm the
sale;  (ii) all  rights  of  self-help  including  peaceful  occupation  of real
property and collection of rents,  set-off,  and peaceful possession of personal
property; (iii) obtaining provisional or ancillary remedies including injunctive
relief,  sequestration,  garnishment,  attachment,  appointment  of receiver and
filing  an  involuntary  bankruptcy  proceeding;  and (iv)  when  applicable,  a
judgment by confession of judgment.  Any claim or controversy with regard to any
party's entitlement to such remedies is a Dispute.  WAIVER OF EXEMPLARY DAMAGES.
The parties  agree that they shall not have a remedy of  punitive  or  exemplary
damages against other parties in any Dispute and hereby waive any right or claim
to punitive or exemplary  damages they have now or which may arise in the future
in connection with any Dispute whether the Dispute is resolved by arbitration or
judicially.  WAIVER OF JURY TRIAL.  THE PARTIES  ACKNOWLEDGE THAT BY AGREEING TO
BINDING ARBITRATION THEY HAVE IRREVOCABLY WAIVED ANY RIGHT THEY MAY HAVE TO JURY
TRIAL WITH REGARD TO A DISPUTE.

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

PLACE OF EXECUTION AND DELIVERY.  Borrower  hereby  certifies that this Note and
the Loan  Documents  were  executed  in the  Commonwealth  of  Pennsylvania  and
delivered to Bank in the Commonwealth of Pennsylvania.

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


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




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