Bioanalytical Systems, Inc. - Trademark Security Agreement





Exhibit 10.12





TRADEMARK SECURITY AGREEMENT





        
THIS TRADEMARK SECURITY AGREEMENT ("Security Agreement"), dated October 29, 2002
is made by and between BIOANALYTICAL  SYSTEMS, INC., an Indiana corporation (the
"Borrower") and THE PROVIDENT BANK (the "Bank");




WITNESSETH:




        
WHEREAS,  pursuant to a certain Credit  Agreement  executed between the Borrower
and the Bank dated as of October 29, 2002 (as the same may be amended  from time
to time, the “Credit  Agreement”),  the Bank has agreed to make
certain loans and to provide other financial accommodations to the Borrower; and




        
WHEREAS, in connection with the Credit Agreement,  the Borrower has executed and
delivered to the Bank, a certain General Security  Agreement dated as of October
29, 2002 (as the same may be hereafter amended or modified, the “General
Security Agreement”); and 



        
WHEREAS, in order to perfect the Bank’s security interest granted under the
General Security Agreement, the Borrower is required to execute and deliver this
Security Agreement; 



        
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is  hereby  acknowledged,  the  Borrower  hereby  grants  to the Bank a
continuing security interest in the Trademark Collateral listed on Schedule
1 hereto, to secure payment, performance and observance of the Obligations;
and the Borrower further agrees as follows: 



        
1.        Definitions.  
Terms used herein, and not specifically herein defined,  shall have the meanings
ascribed to them in the  General  Security  Agreement  or, by  reference  in the
General Security Agreement, in the Credit Agreement.



        
2.        Purpose.  
This  Trademark  Security  Agreement  has been  executed  and  delivered  by the
Borrower  to the Bank,  for the  purpose of  registering  the grant of  security
interest herein with the United States Patent and Trademark  Office or with such
other  Governmental  Authorities  as may have  jurisdiction  over the  Trademark
Collateral within or without the United States of America. 



        
3.        Incorporation            by
Reference.    The security  interest  herein has been granted as a
supplement  to, and not in limitation of, the security  interest  granted to the
Bank under the General Security  Agreement.  The General Security  Agreement and
all rights and  remedies of the Bank  thereunder  shall remain in full force and
effect in accordance with its terms. This Security  Agreement is made subject to
all the terms, covenants, conditions,  obligations,  stipulations and agreements
contained in the General Security  Agreement to the same extent and effect as if
fully set forth herein, and the General Security Agreement is subject to all the
terms, covenants, conditions, obligations, stipulations and agreements contained
in this  Security  Agreement to the same extent and effect as if fully set forth
therein. In the event of any irreconcilable  inconsistency  between the terms of
the General Security Agreement and this Security Agreement, the General Security
Agreement shall control. 



        
4.        Counterparts.      This
Security  Agreement  may be  executed  in  counterparts,  each of which shall be
deemed an original, but all of which taken together shall constitute but one and
the same document. 




	
TRADEMARK SECURITY AGREEMENT	
Page 1





        
IN WITNESS WHEREOF, the parties hereto have caused this Security Agreement to be
duly executed and delivered by their  respective  officers duly authorized as of
the day and year first above written. 


	
	
BIOANALYTICAL SYSTEMS, INC.







By:  /s/ Peter T. Kissinger

Its:  CHM/CEO






	
STATE OF INDIANA
	
)


	
	
)  SS:

	
COUNTY OF TIPPECANOE

	
)




        
Before me, a Notary Public in and for said County and State, personally appeared
Peter T.  Kissinger,  known to me to be the  CHM/CEO of  Bioanalytical  Systems,
Inc., and  acknowledged the execution of the foregoing for and on behalf of said
corporation. 



        
Witness my hand and Notarial Seal, this 28th day of October, 2002.



	
	




/s/ Jeri A. Ungersma

Notary Public - Signature




Jeri A. Ungersma

Notary Public - Printed







	
My Commission Expires:



July 17, 2008


	
My County of Residence:



Tippecanoe












	
TRADEMARK SECURITY AGREEMENT	
Page 2





	ACCEPTED:	
THE PROVIDENT BANK







By:  /s/ Jeffrey A. Salesman, VP

Its:  Vice President






	
STATE OF INDIANA
	
)


	
	
)  SS:

	
COUNTY OF MARION

	
)





        
Before me, a Notary Public in and for said County and State, personally appeared
Jeffrey A. Salesman,  known to me to be a Vice President of The Provident  Bank,
and  acknowledged the execution of the foregoing for and on behalf of said bank.




        
Witness my hand and Notarial Seal, this 29th day of October, 2002.



	
	




/s/ Cheryl G. Croghan

Notary Public - Signature




Cheryl G. Croghan

Notary Public - Printed







	
My Commission Expires:



10-27-2007


	
My County of Residence:



Marion













	
TRADEMARK SECURITY AGREEMENT	
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