BIOANALYTICAL
      SYSTEMS, INC.

    


    EMPLOYEE
      INCENTIVE STOCK OPTION AGREEMENT

    


    THIS
      AGREEMENT, made this 6th day of November, 2007, by and between Bioanalytical
      Systems, Inc., an Indiana corporation with its principal office at 2701 Kent
      Avenue, West Lafayette, Indiana (hereinafter called “Company”), and Michael R.
      Cox, residing at 5521 Turkey Foot Road, Zionsville, IN 46077 (hereinafter called
      the “Grantee”), pursuant to the terms, conditions and limitations contained in
      the Company’s 1997 Employee Incentive Stock Option Plan (hereinafter called the
“Plan”), a copy of which is attached hereto as Exhibit A.

    


    WITNESSETH
      THAT:

    


    WHEREAS,
      in the interests of affording an incentive to the Grantee to give his best
      efforts to the Company as a key employee, the Company wishes to provide that
      the
      Grantee shall have an option to buy Common Shares of the Company:

     

    NOW,
      THEREFORE, it is hereby mutually agreed to as follows:

    


    1.
      The
      Company hereby grants to the Grantee the right and option to purchase, on the
      terms and conditions hereinafter set forth, all or any part of an aggregate
      of
      30,000 shares (hereinafter called “Subject Shares”) of the presently authorized,
      but unissued, or treasury, Common Shares of the Company, hereinafter called
      the
“Common Shares”) at a purchase price of $8.60 per share, exercisable in whole or
      in part from time to time subject to the limitation that no option may be
      exercised with respect to fewer than twenty-five (25) shares then subject to
      opinion hereunder, in which event any exercise must be as to all such shares
      and
      subject to the further limitation that the options represented by the Agreement
      shall be exercisable in three equal installments as set forth in Section 6(e)
      of
      the Plan. The option may be exercised as to the shares covered by the first
      installment from and after the first anniversary of the grant of the option,
      with second and third installments becoming exercisable on the two succeeding
      anniversary dates. The option shall expire as to all shares subject to purchase
      hereunder on the 10th
      anniversary date of this Agreement if not exercised on or before such
      date.

    


    2.
      Subject to the limitation specified in Section 1 hereof and in Section 6(e)
      of
      the Plan the Grantee may from time to time exercise this option by delivering
      a
      written notice of exercise and subscription agreement to the Secretary of the
      Company specifying the number of whole shares to be purchased, accompanied
      by
      payment (i) in cash, (ii) by certified check or bank cashier’s check, (iii)
      through the tender to the Company of Common Shares of the Company owned by
      the
      Optionee or by withholding of Common Shares of the Company that are subject
      to
      the option, which Common Shares shall be valued, for purposes of determining
      the
      extent to which the purchase price has been paid, at their fair market value
      on
      the date of exercise as determined in Section 6(c) of the Plan, or (iv) by
      a
      combination of the methods described in (i), (ii), or (iii). The Company may,
      in
      its sole discretion, refuse to withhold Common Shares of the Company as payment
      of the exercise price of the option. Such exercise shall be effective upon
      receipt by the Secretary of such written notice, subscription agreement and
      payment of the purchase price. Only the Grantee may exercise the option during
      the lifetime of the Grantee. No fractional shares may be purchased at any time
      hereunder.

    


    3.
      Upon
      the effective exercise of the option, or any part thereof, certificates
      representing the shares so purchased, marked fully paid and non-assessable,
      shall be delivered to the person who exercised the option, except as provided
      in
      Section 6(j) of the Plan. Until certificates representing such shares shall
      have
      been issued and delivered, the Grantee shall not have any of the rights or
      privileges of a shareholder of the Company in respect of any such shares.


    


    4.
      In the
      event that, prior to the delivery by the Company of all the Subject Shares,
      there shall be an increase or reduction in the number of Common Shares of the
      Company issued and outstanding by reason of any subdivision or consolidation
      of
      Common Shares or any other capital adjustment, the number of shares then subject
      to this option shall be increased or decreased as provided in Section (g) of
      the
      Plan.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.
      The
      option and the rights and privileges conferred by this Option Agreement shall
      not be assigned or transferred by the Grantee in any manner except by will
      or
      under the laws of descent and distribution. In the event of any attempted
      assignment or transfer in violation of this Section 5, the option, rights and
      privileges conferred by this Option Agreement shall become null and
      void.

    


    6.
      Nothing herein contained shall be deemed to create any limitation nor
      restriction upon such rights as the Company would otherwise have to terminate
      a
      person as an employee of the Company.

    


    7.
      The
      option, rights and privileges herein conferred are granted subject to the terms
      and conditions set forth herein and in the Plan.

    


    8.
      Any
      notices to be given or served under the terms of this Option Agreement shall
      be
      addressed to the Secretary of the Company at 2701 Kent Avenue, West Lafayette,
      Indiana, and to the Grantee at the address set forth on page one of this Option
      Agreement, or such other address or addresses as either party may hereafter
      designate in writing to the other. Any such notice shall be deemed to have
      been
      duly given or served, and deposited in the United States mail.

    


    9.
      The
      interpretation by the Incentive Stock Option Committee, appointed by the
      Company’s Board of Directors to administer the Plan, or any provisions of the
      Plan or of this Option Agreement shall be final and binding on the Grantee
      unless otherwise determined by the Company’s Board of Directors.

    


    10.
      This
      Option Agreement shall be governed by the laws of the State of
      Indiana.

    


    IN
      WITNESS WHEREOF, the Company and the Grantee have signed this Option Agreement
      as of the day and year first above written.

     

    
      	 	 	 	“COMPANY”
	 	 	 	 	 	 
	 	 	 	
              BIOANALYTICAL
                SYSTEMS, INC. 

            
	 	 	 	 	 	 
	 	 	 	
              By: 

            	 	 
	 	 	 	 	
              /s/
                Richard M. Shepperd

            	 
	 	 	 	 	
              Richard
                M. Shepperd,

            	 
	
              ATTEST: 

            	 	 	President
              & C.E.O.	 
	
               

            	
              /s/
                Edward Chait

            	 	 	 	 
	 	 	 	
              “GRANTEE” 

            
	 	 	 	 	 	 
	 	 	 	
              By: 

            	 	 
	 	 	 	 	
              /s/
                Michael R. Cox