MASTER CLINICAL SERVICES AGREEMENT


                 THIS AGREEMENT, effective as of January 1, 1997

                                 by and between



BRACCO  S.p.A.,  a company  incorporated  in Italy,  having  its legal  seat and
principal  place of  business  at Via Egidio  Folli,  50 - 20134  Milano,  Italy
(hereinafter referred to as "BRACCO"),

                                       and

BIO-IMAGING  TECHNOLOGIES,  INC., a Delaware corporation of the United States of
America,  having  its legal seat and  principal  place of  business  at 830 Bear
Tavern   Road,   West   Trenton,   New  Jersey   (hereinafter   referred  to  as
"BIO-IMAGING").

                                   WITNESSETH

WHEREAS, BRACCO desires to execute the present Agreement with BIO-IMAGING,  that
hereby declares to have the full right to execute it, and BIO-IMAGING desires to
sign said  Agreement  with  BRACCO for the  purposes  of  providing  BRACCO with
dedicated  BIO-IMAGING  personnel  (hereinafter  referred to as  Personnel)  and
resources  (hereinafter referred to as Resources) in order to assist BRACCO with
clinical research  activities  (hereinafter  referred to as Clinical  Programs),
described  in the  Exhibits  attached  hereto and in any  Exhibits  attached  as
addenda to this Agreement, in Europe;

In  consideration  of the above  premises,  which form an integrate  part of the
present AGREEMENT, the parties hereby agree as follows:

                                 1. DEFINITIONS

Wherever  used in the  present  Agreement,  the  following  terms shall have the
following meanings:



                                        
<PAGE>

     Agreement:   Agreement  has  the  meaning   specified  in  the  preliminary
statements.

     BRACCO: BRACCO has the meaning specified in the preliminary statements.

     BIO-IMAGING  TECHNOLOGIES,  INC.:  BIO-IMAGING has the meaning specified in
the preliminary statements.

     Effective Date: Effective Date is January 1, 1997, irrespective of the date
of the signature of this Agreement.

     Claim: claim has the meaning specified in Paragraph 11.

     Indemnified Party: Indemnified Party has the meaning specified in Paragraph
11.

     Loss: Loss has the meaning specified in Paragraph 11.

     Drug: Drug means a new or existing drug under  development by BRACCO and is
the subject of a Clinical Program.

     Personnel:  shall mean the  persons  employed  by  BIO-IMAGING  and devoted
entirely  or almost  entirely as the case may be, to BRACCO  Clinical  Programs.
They may be used on a full-time  or  part-time  basis,  in  accordance  with the
Exhibit  attached  hereto and any  Exhibits  attached as addenda.  They  include
personnel from BIO-IMAGING  departments of core laboratory services,  image data
management, software development,  business development and contract management,
and may include employees from other offices. BIO-IMAGING, under its control and
responsibility  and maintaining any contractual  liability  towards BRACCO,  may
have  part of the  activities  herein  specified  executed  by its  fully  owned
subsidiary,  Bio-Imaging  Technologies B.V., of Leiden, the Netherlands.  A full
time employee is defined as one working 1600 hours in a twelve month period. All
other  employees'  time  is a  portion  of a full  time  employee  pro-rated  in
accordance with the Exhibits to this Agreement.



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     Resources:  shall  mean the  BIO-IMAGING  overhead  which is  normally  not
directly  attributable  to  particular  projects.  They  include  office  space,
information services,  telephone,  travel,  management time, finance,  legal and
administration  services,  etc., in order to optimize and facilitate the working
on the Clinical Programs.  All the relevant costs for the Resources are included
in the fixed costs to be borne for the dedicated Personnel,  as described above,
and as  shown  in the  Exhibit  here  attached  and  which  will be shown in any
Exhibits attached as Addenda.

     Clinical  Programs:  shall  mean  the  programs  for the  development  of a
clinical  drug at any time from Phase 1 to Phase 4 of its  development,  for the
particular  compound for which the relevant regulatory approval must be obtained
in the designated  country of Europe.  This term shall refer to all the programs
for which the tasks are described in the attached  Exhibit,  in future  Exhibits
attached as Addenda,  as well as to future tasks,  that may be contracted by the
parties from time to time.

     Interface  Persons:   shall  mean  the  persons  appointed  by  BRACCO  and
BIO-IMAGING that shall have the  responsibility to act as liaison between BRACCO
and  BIO-IMAGING  on a regular  basis,  in order to facilitate  adherence to the
monthly  priorities,  relating to the clinical programs set by BRACCO and agreed
to by  BIO-IMAGING  in writing and to jointly solve all the problems  related to
the tasks to be performed by BIO-IMAGING for the Clinical Programs. The names of
the Interface Persons are shown in the Exhibit attached hereto and will be shown
in future Exhibits attached as Addenda.

     Joint Management: shall mean the BRACCO and BIO-IMAGING joint management of
the Clinical  Programs  through the  Interface  Persons.  BRACCO will define and
definitely take reasonable decisions on (i) the priorities within and across the
Clinical   Programs  on  a  monthly  basis,   and  (ii)  after  discussion  with
BIO-IMAGING, on the relevant monthly objectives, the tasks and the allocation of
Personnel and Resources.

     Milestones:  shall  mean the key  events in the  schedule  of the  Clinical
Programs.  These  Milestones  are  preliminary  indicated in Exhibits and can be
modified by BRACCO, after discussion with BIO-IMAGING, every three ( 3 ) months.

     Training:  shall mean the  educational  programs  which will be provided by
BIO-IMAGING to the Personnel in connection with the Clinical Programs.  Training
if required, will be provided at BIO-IMAGING 's expense.



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     Confidential Information:  shall include all information relating to plans,
products,   intellectual  property,  analyses,  projects,  processes,  marketing
research or development activities,  and all technical or scientific know-how of
BIO-IMAGING or BRACCO  disclosed by one party ( the  "Disclosing  Party") to the
other (the  "Receiving  Party")  either  orally,  in  diagram,  written or other
recorded form.

                            2. OBJECT AND OBLIGATION

2.1 BIO-IMAGING,  subject to the approval for the relevant Ethical Committee and
of any other  competent  regulatory  authority,  and/or  of any other  necessary
authorization,  agree to diligently  perform all the tasks  described  with full
particulars  in the  attached  Exhibit(s)  which forms an  integral  part of the
present Agreement, at the terms and conditions herein set forth.

2.2  BIO-IMAGING  shall also devote the  necessary  Personnel  and  Resources to
perform for BRACCO the services  herein  described,  and the core laboratory and
data management  services  described  within the attached Exhibit and any future
Exhibits attached as Addenda. It is hereby exclusively agreed that the number of
people that will form the Personnel is detailed in the attached Exhibit and will
be detailed in any future Exhibits attached as Addenda.

The tasks  provided for in the present  Agreement  shall be carried out by Joint
Management.  It is understood that such Joint Management  shall not include,  in
any  case,  any  kind of  interference  by  BRACCO  with the  management  of the
Personnel  or of other  BIO-IMAGING  personnel,  since they are fully  under the
whole responsibility of BIO-IMAGING.

BRACCO is willing to support  Bio-Imaging,  if so reasonably  requested,  in the
performance of the tasks, specified within the present Agreement,  in accordance
with the Milestones.

The parties shall measure every three (3) months the  achievement of progress on
the Clinical Programs, which will be monitored with reference to the Milestones.
In case said achievement of progress in the Clinical Programs does not match the
Milestones,  BIO-IMAGING  undertake to take all the necessary steps, in order to
solve the situation,  in the shortest  possible time, unless otherwise agreed in
writing with BRACCO.



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<PAGE>

If no satisfactory  remedy is put in practice by BIO-IMAGING,  BRACCO shall have
either the right to ask for and obtain the performance  from  BIO-IMAGING , in a
determined  period of time,  free of charge,  or to  terminate  immediately  the
present Agreement for BIO-IMAGING's  fault,  unless  BIO-IMAGING has proven that
the delay has been  directly  caused by  evident  fault or gross  negligence  of
BRACCO.

2.3  BIO-IMAGING  undertake to perform its  obligation  under this  Agreement in
strict accordance with EEC Directives 75/318 and 91/507 (Good Clinical Practice)
and with the provisions of the CPMP Note for Guidance on Good Clinical  Practice
for Trials on  Medicinal  Products in the European  Community  (111/3976/88-EN),
with the FDA regulations  (Regulations in Title 21, Code of Federal Regulations,
Parts 50,  56,  312,  314 and 320) and  guidelines  (Information  and  Points to
Consider Sheets; Bioresearch Monitoring; Compliance Program Guidance Manual), as
well as with any other law or regulation applicable in each European country, in
which the Clinical Programs will be conducted.

                           3. CONFIDENTIAL INFORMATION

3.1 BIO-IMAGING  considers all information  transmitted in conjunction  with the
implementation of the Clinical  Programs,  whether prior to or subsequent to the
execution of this Agreement, to be proprietary and confidential information from
BRACCO. This confidential information will be held in confidence by BIO-IMAGING,
not  disclosed to third  parties and not used outside the purpose of the present
Agreement. It shall be understood,  however, that confidential information shall
not include the following disclosed  information - and the relating  obligations
of confidentiality, non-use and non-disclosure shall not apply to - which:

a) is already known to the Receiving  Party prior to the date of this  Agreement
as documented in the Receiving Party's written records prior to such date; or

b) is already publicly  available or which becomes publicly available other than
through a breach of this Agreement by the Receiving Party; or

c) is  rightfully  received by the  Receiving  Party from a third party  without
similar  restriction  from such party,  where the disclosure by such third party
does not  constitute  a violation  of an  obligation  by such third party to the
Disclosing Party; or


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<PAGE>

d) is required to be disclosed by law, rule, regulation, order, decision, decree
or subpoena or other order by a Court or administrative Authority.

3.2 The Receiving Party will use the  confidential  information  received by the
Disclosing  Party only for the purpose of fulfilling its obligations  under this
Agreement.  Upon the completion or earlier  termination of this  Agreement,  the
Receiving  Party  will  promptly  return to the  Disclosing  Party  all  written
confidential information, as well as all written material which incorporates any
confidential information.

3.3 The Receiving Party will not disclose,  without the prior written consent of
the Disclosing  Party,  such  confidential  information to any third party other
than employees,  like (i) consultants involved in the Training, who need to know
such information,  and (ii) others designated in writing by the Receiving Party,
who prior to disclosure shall have agreed to observe the confidentiality of this
information  in the same  manner  and to the same  extent  as  provided  in this
Agreement for the Disclosing Party and its employees.

3.4 The Receiving Party will not use any such  confidential  information for its
own  benefit or for the  benefit  of any third  party and will not give to third
party  materials  which  incorporate  any  confidential  information,  except as
otherwise herein above provided. All obligations of confidentiality, non-use and
non-disclosure set forth in this Agreement will survive, without limitation, for
fifteen (15) years after the expiration or earlier termination,  for any reason,
of this Agreement.

                                  4. PERSONNEL

4.1 BIO-IMAGING, as above specified, will have a dedicated team of Personnel and
specific Resources, in order to diligently fulfill all its obligations set forth
in the present  Agreement.  The full time Personnel  shall work  exclusively for
BRACCO for an agreed number of hours, as specified in the Definitions above. The
choice of individuals  shall be made by BIO-IMAGING in consultation with BRACCO,
which shall have a right of veto on each single appointment.

4.2 It is hereby agreed that BIO-IMAGING will organize, at its own expenses, the
Training  on  Clinical  Programs  for the  people  that,  during the life of the
present Agreement, shall be part of the Personnel, in order to ensure efficiency
and proper  utilization  of the  Personnel  itself.  It is



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<PAGE>

understood  that  the  Personnel   shall  report   exclusively  to  BIO-IMAGING,
BIO-IMAGING  shall  have,  always  and in any case,  the  responsibility  of the
Personnel.

4.3 BIO-IMAGING shall bear full and exclusive  liability also for the payment of
any kind of compensation,  salary or other fee or indemnity of whatsoever nature
to the Personnel, as well as any and all kind of contributions,  taxes or other,
now or  hereafter  imposed by any  governmental  authority,  with  respect to or
measured by wages,  salaries, or other compensation to be paid by BIO-IMAGING to
the Personnel.  BIO-IMAGING  further agrees to indemnify and save BRACCO and its
affiliates  harmless  against any and all such liability or claims in connection
with BIO-IMAGING's exclusive liability stated in this Paragraph 4.3.

4.4  BIO-IMAGING  shall also be responsible for any injuries  (including  death)
occurred  to  the  Personnel   and  other   BIO-IMAGING's   agents,   employees,
representatives  or invitees and in general to any and all other persons  acting
under or by reason  of the  present  Agreement,  unless  this is due to  willful
misconduct or gross negligence of BRACCO in providing the information  regarding
the known hazards.

4.5 It is hereby  agreed  that if the  number of the  persons  being part of the
Personnel,  during the  validity of this  Agreement,  should be too great or too
small, with respect to the Clinical Programs to be performed by BIO-IMAGING, the
parties  hereto  shall agree upon the exact number of persons to be dedicated to
the Personnel and BIO-IMAGING  shall  immediately  give prompt execution to said
decision.

4.6 BIO-IMAGING agrees to inform BRACCO in writing, thirty (30) days in advance,
if possible and, anyway, as soon as possible, in any case of intended changes in
the Personnel,  due to whatsoever  reason.  BIO-IMAGING  hereby ensures that the
substitutes  will be educated by the  Training  on  Clinical  Programs  prior to
joining the Personnel and prior to performing  any tasks related to the Clinical
Programs.

4.7 BRACCO hereby agrees not to hire the  Personnel,  and in general the parties
hereby  agree  not to hire the  personnel  of the other  party,  without a prior
discussion and agreement  between them, and, in any case,  fully  respecting all
the applicable  laws and  regulations  then in force in the field of labor.  Any
infringement of this provision made by one of the parties will entitle the other
party  to  terminate  the  present   Agreement  in  accordance  with  Article  7
hereinbelow.



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<PAGE>

                       5. CO-OPERATION BETWEEN THE PARTIES

5.1 The  parties  will  discuss  in good faith any terms and  conditions  of new
Clinical  Programs that may be assigned to  BIO-IMAGING by BRACCO in the future,
to ensure that the Personnel can be properly  technically and adequately staffed
and  educated  with the  Training,  as well as to ensure that  BIO-IMAGING  will
dedicate proper Resources to the new Clinical  Programs.  BRACCO,  in disclosing
new compounds and their  development plan to BIO-IMAGING,  agrees to perform the
Joint  Management  also for the possible and future new  Clinical  Programs,  in
order  to  ensure  the  fastest  and  most  efficient  manner  for the  European
development for the compound.

5.2 The Parties agree to invite each other to seminars and training workshops on
topics of interest to the Parties,  so to enhance the Joint  Management  between
them. Such seminars and training  workshops will be free of charge.  The Parties
will keep each other constantly informed about the training opportunities.  Each
Party  shall  bear  its own  out of  pocket  costs,  relating  to the  mentioned
workshops.

                                6. CONSIDERATION

6.1 The consideration for the diligent performance of the obligations undertaken
by  BIO-IMAGING is specified in the attached  Exhibit,  and will be specified in
any future  Exhibits  attached as  Addenda,  by means of a cost  estimate  which
specifies all the costs to be borne by BRACCO under this  Agreement and contains
also the anticipated costs for providing a dedicated team of Personnel, together
with  Resources.  It is hereby  agreed that all the costs related to the present
Agreement shall be only fixed costs that have been proposed by BIO-IMAGING,  and
accepted by BRACCO,  in good  knowledge  of the services  required  hereunder by
BRACCO.

6.2 BIO-IMAGING will submit invoices to BRACCO at the end of each calendar month
during the term of the  Agreement.  Payments will be made by BRACCO  accordingly
and will be made  sixty  (60) days  after  receipt  by  BRACCO  of the  relevant
invoices  from  BIO-IMAGING.  The  invoice  will  include the  BIO-IMAGING  fees
calculated  in  accordance  with the  attached  Exhibit and any future  Exhibits
attached as Addenda and out-of-pocket expenses. Possible revisions of said costs
may be made after a specific  agreement of the parties hereto, and may only take
place annually, as of the Effective Date of the present Agreement.



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6.3 It is expressly  understood  and agreed  between the parties that all direct
BIO-IMAGING out-of-pocket expenses incurred on behalf of BRACCO such as, but not
limited to, travel and shipping  expenses,  shall be detailed to BRACCO by means
of proper  documentation and will involve no  administration  fee. The bills for
such  out-of-pocket  expenses will be  summarized  and attached to each invoice.
BRACCO shall have the right to audit out-of-pocket expenses on a quarterly basis
after advance written notice as of the effective date.

6.4 BRACCO  agrees  also to make  advance  payments  not  higher  than the fixed
BIO-IMAGING  cost  estimates  of a three-(3) month  period as well as  estimated
out-of-pocket  costs of a three-(3) month period. Said advance payments shall be
discharged  on the relevant  costs to be paid by BRACCO and shall be made within
thirty (30) days of signing this Agreement.

6.5 All  payments  to be made by BRACCO  shall not bear  interest if paid in due
time.  Interest  may be  charged  at the  rate of four  percent  (4%)  over  the
Interbank  Rate of the major bank in the country  relating to the currency  used
for the relevant payments.

6.6 It is hereby  specified  that the costs have been  estimated on the basis of
the assumptions  described in the Exhibit attached hereto, and will be described
in any future Exhibits attached as Addenda.  Should an increase in the Personnel
become necessary,  the parties will negotiate in good faith such price or amount
of adjustments.  Any additional  Personnel requested by BRACCO and not specified
in the Exhibit, requires the prior written approval of BIO-IMAGING.  The parties
agree that the costs will then be subject to adjustment.

6.7 BRACCO shall inform immediately in writing  BIO-IMAGING in case BRACCO needs
a reduction in the Personnel, and BIO-IMAGING shall agree accordingly.  However,
it is hereby agreed that the consequent  decrease of the relevant costs,  due to
the reduction in the Personnel  shall take place only three (3) months after the
date of receipt by BIO-IMAGING of the notice hereabove mentioned.

                                 7. TERMINATION

This  Agreement may be terminated by BRACCO at any time and without cause upon a
written notice to BIO-IMAGING.  In such event,  BIO-IMAGING shall be entitled to
receive  payments for all the work and services


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<PAGE>

performed  under this  Agreement  until the above written  notice is received by
BIO-IMAGING.  BIO-IMAGING  shall use its best  efforts to conclude  the Clinical
Programs  as  quickly  as  possible  and in  accordance  with  all the  laws and
regulations  mentioned in Para.  2.3. It is  understood  that the  out-of-pocket
expenses and BIO-IMAGING  costs, due and outstanding at the time of termination,
shall be entirely paid by BRACCO.

                                   8. DEFAULT

BIO-IMAGING  shall be in default under the terms and conditions of the Agreement
if BIO-IMAGING  negligently fails to perform the Clinical  Programs  accordingly
with the provisions  herein  specified.  Notwithstanding  the foregoing,  if any
default occurs,  BRACCO shall promptly notify BIO-IMAGING in writing of any such
default.  BIO-IMAGING  shall  have a period of  thirty  (30) days of the date of
receipt of such notice, to cure such default.  If BIO-IMAGING shall fail to cure
it,  then this  Agreement  shall  terminate  at the end of said  thirty (30) day
period.

                                9. FORCE MAJEURE

Either  party shall be excused  from  performing  their  obligations  under this
Agreement,  if its  performance is delayed or prevented by any event beyond such
party's reasonable  control,  including,  but not limited to, acts of God, fire,
explosion, disease, weather, war, insurrection,  civil strike, riots, government
action or power failure, provided that such performance shall be excused only to
the extent of and during such disability.

Any time  specified for  completion or  performance  of the services  under this
Agreement or the applicable  Clinical Programs falling during (or subsequent) to
the  occurrence  of any of such events  shall be  automatically  extended  for a
period of time equal to the time of such disability.

BIO-IMAGING  will  promptly  notify  BRACCO  if, by reason of any of the  events
referred to herein,  BIO-IMAGING is unable to meet such time for  performance of
the  services  hereunder.  If any part of the  services  rendered  hereunder  is
invalid as a result of such disability,  BIO-IMAGING  will, upon written request
from BRACCO, at BRACCO's sole cost and expense, repeat that part of the services
rendered hereunder, which are affected by the disability.



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Resignation,  sickness  or  pregnancy  of the  Personnel  will impose the use of
alternative Personnel.

                                  10. LIABILITY

BIO-IMAGING assumes full responsibility and liability,  either towards BRACCO or
towards  third  parties,  in order to  perform  all the  obligations  and  tasks
provided for in the present Agreement,  in strict accordance with the provisions
of all the laws and regulations mentioned in Para. 2.3 hereinbefore.

                                  11. INDEMNITY

BIO-IMAGING hereby agrees to indemnify, defend, and hold BRACCO, its affiliates,
agents, servants and employees, safe and harmless against any and all liability,
loss,  actions or suites  (including  reasonable  attorney's  fees)  suffered or
incurred by BRACCO,  its  affiliates,  agents servants and employees in force of
this Agreement as a result of acts or omissions of  BIO-IMAGING,  except for the
extent that any such  liability,  loss,  actions or suits is caused,  totally or
partially, by:

- a gross  negligence  or  intentional  misconduct  of BRACCO,  its  affiliates,
servants, agents and employees;

- a violation by BRACCO, its affiliates,  servants, agents and employees, of any
laws or  regulations  applicable to this Agreement and to the tasks provided for
therein;

BIO-IMAGING  agrees to provide a diligent  defense against any claims or actions
brought against BRACCO, its affiliates,  agents, servants and employees, whether
such claim or actions are rightly or wrongly brought or filed. BRACCO shall have
the right to participate,  at its own discretion, to such a defense, bearing the
relevant expenses.

BRACCO hereby agrees to indemnify, defend, and hold BIO-IMAGING, its affiliates,
agents, servants and employees, safe and harmless against any and all liability,
loss,  actions or suites  (including  reasonable  attorney's  fees)  suffered or
incurred by BIO-IMAGING, its affiliates,  agents servants and employees in force
of this  Agreement  as a result of acts or  omission  of


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BRACCO, except for the extent that any such liability, loss, actions or suits is
caused, totally or partially, by:

- a gross negligence or intentional  misconduct of BIO-IMAGING,  its affiliates,
servants, agents and employees;

- a violation by BIO-IMAGING, its affiliates, servants, agents and employees, of
any laws or  regulations  applicable to this Agreement and to the tasks provided
for therein;

BRACCO  agrees to  provide a  diligent  defense  against  any  claims or actions
brought against  BIO-IMAGING,  its affiliates,  agents,  servants and employees,
whether  such  claim or  actions  are  rightly  or  wrongly  brought  or  filed.
BIO-IMAGING shall have the right to participate,  at its own discretion, to such
a defense, bearing the relevant expenses.

                             12. PROPERTY OWNERSHIP

All  materials,   documents,   information  and  suggestions  of  any  kind  and
description  supplied  to  BIO-IMAGING  by BRACCO or prepared  or  developed  by
BIO-IMAGING  pursuant to this Agreement shall be the sole and exclusive property
of  BRACCO  and  BRACCO  shall  have  the  right to make  whatever  use it deems
desirable of any such materials,  documents and information.  All technology and
software however developed by BIO-IMAGING on the basis of information, documents
and materials  supplied by BRACCO,  in the  execution of the present  Agreement,
shall be the sole property of BIO-IMAGING and BIO-IMAGING  hereby  undertakes to
license  the right to use such  technology  of software to BRACCO free of charge
for at least 15 years from  termination  of the present  Agreement,  at BRACCO's
sole request.  BIO-IMAGING  procedural  manuals and  Personnel  data, as well as
pre-existing  BIO-IMAGING developed computer software or technology shall be the
sole and exclusive property of BIO-IMAGING.

In case of termination of the present Agreement for whatever reason  BIO-IMAGING
will  immediately  make at BRACCO's  disposal all the documents  concerning  the
activities ruled under this Agreement.



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                                13. PATENT RIGHTS

BIO-IMAGING  will  disclose  promptly  to  BRACCO  or its  nominee  any  and all
inventions,   discoveries  and  improvements,   related  to  the  drug(s)  under
development  by BRACCO,  conceived or made by  BIO-IMAGING  while  providing the
services to BRACCO pursuant to this Agreement and relating to such services, and
agrees to assign all its  interest  therein to BRACCO or its  nominee.  Whenever
requested to do so by BRACCO, BIO-IMAGING will execute any and all applications,
assignments or other  instruments,  and give  testimony  which BRACCO shall deem
necessary,  to apply for and to obtain the patent rights in any European country
and to protect otherwise  BRACCO's  interests  therein.  BRACCO shall compensate
BIO-IMAGING  for the time devoted to said  activities and reimburse  BIO-IMAGING
for incurred  expenses.  These obligations shall continue beyond the termination
of the  Agreement  with  respect to  inventions,  discoveries  and  improvements
conceived or made by  BIO-IMAGING  while  providing  Personnel  and Resources to
BRACCO  pursuant  to the  Agreement,  and shall be  binding  upon  BIO-IMAGING's
assignees, administrators and other legal representatives.

                                14. MODIFICATIONS

No changes may be made in this Agreement  except by a written  agreement of both
parties.

                                  15. ENTIRETY

This Agreement,  together with the attached Exhibit,  and any future Exhibits to
be attached as Addenda,  is the entire and  complete  understanding  between the
parties in regard to the covered  subject  matter.  It replaces,  supersedes and
renders  void any and all  previous  agreements  between  the  parties,  whether
written or oral.



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<PAGE>

                           16. INDEPENDENT CONTRACTOR

BIO-IMAGING's  relationship with BRACCO under this Agreement shall be that of an
independent  contractor and nothing in this Agreement for which it is made shall
make BIO-IMAGING,  or anyone furnished or used by BIO-IMAGING in the performance
of the services  contemplated by this  Agreement,  a right to be considered as a
joint venturer, partner, employee, or servant of BRACCO.

                                   17. NOTICES

Any notices to the other party shall be deemed to be duly given,  when delivered
personally or mailed by telefax and  confirmed by certified or registered  mail,
postage prepaid, to the party to whom notice is to be given at the address first
given above or at any other  address or addresses of which such party shall have
given written notice.

                                18. SEVERABILITY

If any provisions hereof shall be determined to be invalid or unenforceable, the
validity  and effects of the other  provisions  of this  Agreement  shall not be
affected thereby.

                                19. GOVERNING LAW

This Agreement is governed,  construed and  interpreted  in accordance  with the
substantive law of Switzerland.

                                 20. ARBITRATION

The parties will attempt to amicably  settle any  divergencies or disputes which
may arise in connection with the Agreement.



                                     - 14 -
<PAGE>

If a divergency or a dispute  between the parties  arising out of this Agreement
cannot be  settled by them  through  negotiations  in good  faith,  the  parties
reciprocally agree that such divergency or dispute shall be finally settled by a
Panel of three (3) Arbitrators in Geneva (Switzerland) under the UNCITRAL Rules.
Each party will  appoint  one  Arbitrator  and the third  Arbitrator,  acting as
Chairman,  will be appointed by the two  Arbitrators so appointed or, in case of
their  disagreement,  according  to said Rules.  The language to be used will be
English.

The award to be rendered  shall be final and conclusive and binding upon all the
parties.  The parties  hereby  exercise the right granted to them by art. 192 of
the Swiss  Private  International  Law and waive their  rights to file an appeal
against  the  arbitral  award  pursuant to art.  190 of the Swiss  International
Private Law.

                                   21. WAIVER

The waiver by either  party or the failure by either  party to claim a breach of
any provision of this Agreement  shall not be deemed to constitute a waiver or a
precedent with respect to any subsequent breach or with respect to any provision
thereof.

                                 22. TERM OF AGREEMENT

This Agreement takes effect as of the Effective Date and shall last for a period
of two (2) years.  Thereafter,  the  parties  may agree in writing to extend the
duration term of the present Agreement. Any and all extensions to this Agreement
shall be agreed in writing no later than 90 days prior to any extension.

                                  23. CAPTIONS

Any  caption  used in this  Agreement  is  inserted  only  for  convenience  and
reference and is to be ignored in the  construction  and  interpretation  of the
provisions hereof.



                                     - 15 -
<PAGE>

IN WITNESS  WHEREOF,  the parties  have caused this  Agreement to be executed by
their duly authorized officers.


Date: Milan  03-June-1997              Bracco S.p.A.
            ------------------

                                       Name:  Aberto Spinazzi, MD
                                       Title:  Director,
                                       International Medical
                                               Affairs


                                       Signature: /s/ Aberto Spinazzi, MD
                                                 -------------------------------


                                       Name:  Pietro Mascherpa
                                       Title:  Administrative
                                       Director


                                       Signature: /s/ Pietro Mascherpa
                                                 -------------------------------

Date: West 
      Trenton  June 10, 1997           Bio-Imaging Technologies, Inc.
              ----------------
                                       
                                       Name:  Donald W. Lohin
                                       Title:  President and CEO


                                       Signature: /s/ Donald W. Lohin
                                                 -------------------------------


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