Bioanalytical Systems, Inc. - Promissory Note




Exhibit 10.14





COMMERCIAL LOAN

NOTE NO. __________________





PROMISSORY NOTE



	
$6,000,000.00	
Date:  October 29, 2002

Indianapolis, Indiana









        The   undersigned,   for   value
received,  promises  to pay to the order of The  Provident  Bank,  at any of its
offices,  the sum of Six  Million  Dollars  ($6,000,000)  (the  “Maximum
Credit”)  or so much  thereof as is lent by the holder  pursuant to the
provisions hereof,  together with interest until demand or maturity at the rates
and on the dates set forth in the Agreement  (hereinafter  defined)  computed on
the basis of a year of 360 days for the actual number of days elapsed, and after
default  hereunder,  demand  or  maturity,  whether  at  stated  maturity  or by
acceleration,  at a rate four (4)  percentage  points greater than the otherwise
applicable rate (the “Default Rate”). Interest shall be due and
payable on the first day of each month and at maturity and as otherwise provided
in the  Agreement.  Principal  shall be due and  payable  on the Line of  Credit
Maturity Date and the undersigned shall make such mandatory  principal  payments
as are required to be made under Section 2.3.1 of the Agreement. 



        The  undersigned  hereby  states
that the  purpose  of the loan  evidenced  by this Note is for  working  capital
purposes. 



        This Note is issued pursuant to,
is entitled to the benefit of, and is subject to the  provisions of that certain
Credit Agreement between Borrower and Bank as of even date herewith (as the same
may be amended from time to time,  the  “Agreement”).  Advances
under this Note shall be made in accordance  with the Agreement.  The Agreement,
among other things, contains a description of the collateral securing this Note,
the definitions of the proper nouns used herein and provisions for  acceleration
upon the happening of certain stated events. 



        Notwithstanding  anything to the
contrary  contained herein or in any other agreement between the undersigned and
the  holder,  if this Note  provides  that the  principal  hereof is  payable on
demand, then this Note is a demand Note due and owing immediately, without prior
demand of the holder and immediate action to enforce its payment may be taken at
any time,  without  notice and without  reason.  If any payment of  principal or
interest is not paid when due, or if the holder  deems  itself  insecure for any
reason,  including  but not limited  to, the  insolvency,  bankruptcy,  business
failure,  death,  default in the payment of other obligations or receivership of
or  concerning  any maker,  guarantor or indorser  hereof,  this Note shall,  if
payable other than on demand,  at the option of its holder,  become  immediately
due and  payable,  without  demand or notice.  The  undersigned  shall  promptly
provide such financial  information as the holder shall reasonably  request from
time to time. 






Page 1 of a Note Containing Three Pages dated October 29, 2002 from BIOANALYTICAL SYSTEMS, INC. to THE PROVIDENT BANK.




        As  collateral  security for the
payment of the  amounts  from time to time  owing  hereunder,  Borrower  and all
indorsers hereby grants to the holder a security interest in (i) all property in
which the holder now or hereafter holds a security  interest pursuant to any and
all assignments, pledges and security agreements between the undersigned and the
holder and (ii) all accounts,  securities and properties now or hereafter in the
possession of the holder and in which the  undersigned or any indorsers have any
interest. Upon this Note becoming due under any of its terms and provisions, and
not being fully paid and satisfied, the total sum then due hereunder may, at any
time  and from  time to  time,  be  charged  against  any  account  or  accounts
maintained  with the holder  hereof by any of the  undersigned  or any indorser,
without notice to or further  consent from any of them, and the  undersigned and
all  indorsers  agree to be and  remain  jointly  and  severally  liable for all
remaining  indebtedness  represented  by this Note in  excess  of the  amount or
amounts so applied. 



        There  will be a minimum finance
charge of $50.00 for each billing period.  Prime rate is that annual  percentage
rate of interest which is established by The Provident Bank from time to time as
its prime  rate,  whether  or not such  rate is  publicly  announced,  and which
provides  a base to  which  loan  rates  may be  referenced.  Prime  rate is not
necessarily  the lowest lending rate of The Provident  Bank. A rate based on the
prime rate will change each time and as of the date that the prime rate changes.
If any  payment  of  principal  or  interest  in  not  paid  when  due or if the
undersigned  shall  otherwise  default  in the  performance  of its  obligations
hereunder  or under any other note or agreement  with the holder,  the holder at
its option, may charge and collect,  or add to the unpaid balance hereof, a late
charge up to the  greater of $250 or .1% of the  unpaid  balance of this Note at
the time of such  delinquency  for each  such  delinquency  to cover  the  extra
expense incident to handling delinquent  accounts,  and/or increase the interest
rate on the unpaid balance to the Default Rate.  The holder may charge  interest
at the rate provided  herein on all interest and other  amounts owing  hereunder
which are not paid when due. 



        The  undersigned,  all indorsers
hereof,  any  other  party  hereto,  and  any  guarantor  hereof   (collectively
“Obligors”)  each (i) waive(s)  presentment,  demand, notice of
demand,  protest,  notice of protest and notice of dishonor and any other notice
required  to be  given  by law in  connection  with  the  delivery,  acceptance,
performance, default or enforcement of this Note, of any indorsement or guaranty
of this Note or of any  document  or  instrument  evidencing  any  security  for
payment  of this  Note;  (ii)  waive(s)  any and all  rights  and  relief  under
valuation and  appraisement  laws;  and (iii)  consent(s) to any and all delays,
extensions,  renewals or other modifications of this Note or waivers of any term
hereof or release or  discharge  by the holder of any of  Obligors  or  release,
substitution  or exchange of any security for the payment  hereof or the failure
to act on the part of the holder or any  indulgence  shown by the  holder,  from
time to time and in one or more instances,  (without notice to or further assent
from any of  Obligors)  and  agree(s)  that no such  action,  failure  to act or
failure to exercise any right or remedy,  on the part of the holder shall in any
way affect or impair the obligations of any Obligors or be construed as a waiver
by the holder of, or otherwise  affect,  any of the  holder’s  rights under
this Note,  under any indorsement or guaranty of this Note or under any document
or instrument  evidencing any security for payment of this Note. The undersigned
and all  indorsers  further  agree to  reimburse  the holder  for all  advances,
charges, costs and expenses, including reasonable attorneys’ fees, incurred
or paid in exercising any right,  power or remedy  conferred by this Note, or in
the enforcement thereof. If the undersigned are more than one (1), the liability
of   the   undersigned   hereon   is   joint   and   several,   and   the   term
“undersigned”,  as  used  herein,  means  any  one or  more  of  them.






Page 2 of a Note Containing Three Pages dated October 29, 2002 from BIOANALYTICAL SYSTEMS, INC. to THE PROVIDENT BANK.




        All  payments  under  this  Note
shall be made without relief from, or the benefit of, valuation and appraisement
laws. 



        THE   PROVISIONS  OF  THIS  NOTE
SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF INDIANA.  AS
A SPECIFICALLY BARGAINED INDUCEMENT FOR THE HOLDER TO EXTEND CREDIT TO BORROWER,
AND AFTER HAVING THE  OPPORTUNITY TO CONSULT  COUNSEL,  THE  UNDERSIGNED AND ALL
INDORSERS  HEREBY  EXPRESSLY  WAIVE THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR
PROCEEDING  RELATED TO THIS NOTE OR ARISING IN ANY WAY FROM ANY  INDEBTEDNESS OR
OTHER  TRANSACTIONS  INVOLVING THE HOLDER AND THE  UNDERSIGNED,  THE UNDERSIGNED
HEREBY  DESIGNATE(S) ALL COURTS OF RECORD SITTING IN  INDIANAPOLIS,  INDIANA AND
HAVING JURISDICTION OVER THE SUBJECT MATTER,  STATE AND FEDERAL, AS FORUMS WHERE
ANY  ACTION,  SUIT OR  PROCEEDING  IN RESPECT OF OR ARISING  FROM OR OUT OF THIS
NOTE, ITS MAKING, VALIDITY OR PERFORMANCE,  MAY BE PROSECUTED AS TO ALL PARTIES,
THEIR SUCCESSORS AND ASSIGNS,  AND BY THE FOREGOING  DESIGNATION THE UNDERSIGNED
CONSENT(S) TO THE JURISDICTION AND VENUE OF SUCH COURTS. 



        IN WITNESS WHEREOF, Borrower has
caused this Note to be executed by its duly authorized officer as of the day and
year first hereinabove written. 


	
	
BIOANALYTICAL SYSTEMS, INC.







By:  /s/ Peter T. Kissinger

Printed:  Peter T. Kissinger

Title:  CHM/CEO

Address:  2701 Kent Avenue

             
  West Lafayette, IN 47906


















Page 3 of a Note Containing Three Pages dated October 29, 2002 from BIOANALYTICAL SYSTEMS, INC. to THE PROVIDENT BANK.