Loan
      Agreement

    


    This
      Loan
      Agreement is dated December 14, 2007, and is between Regions Bank, an Alabama
      banking corporation (“Lender”) and Bioanalytical Systems, Inc., an Indiana
      corporation (“Borrower”).

    


    Recitals

    


    Borrower
      has requested a credit facility from Lender for the purpose of leasehold
      improvements.

    


    Lender
      has agreed to provide the credit facility requested by Borrower, upon the terms
      and subject to the conditions set forth in this Agreement. 

     

    Terms

    


    The
      parties to this Agreement, in consideration of their mutual promises in this
      Agreement and intending to be legally bound, agree as follows:

    


    1. Definitions.
      Terms
      used in this Agreement with their initial letters capitalized will have the
      following meanings unless the context clearly requires otherwise, and these
      definitions will apply to both the singular and plural forms of the defined
      terms: 

    


    “ADA
      Agreement”
      means
      the agreement concerning compliance with the Americans with Disabilities Act
      more particularly described in Section 3 of this Agreement

    


    “Agreement”
      or “Loan Agreement”
      means
      this Loan Agreement, and all amendments, modifications and replacements
      thereof.

    


    “Borrower”
      means
      Bioanalytical Systems, Inc., an Indiana corporation. At any time when Borrower
      is comprised of multiple individuals or entities, all representations,
      warranties, covenants and obligations of Borrower will be joint and several,
      and
      all references to Borrower will be deemed to refer to each such individual
      or
      entity separately and to all such individuals and entities
      collectively.

    


    “Environmental
      Certificate”
      means
      the certificate concerning environmental matters described in Section 3 of
      this
      Agreement and all amendments, modifications and replacements
      thereof.

    


    “Governmental
      Authority”
means
      any nation or government, any state or other political subdivision thereof,
      and
      any entity exercising executive, legislative, judicial, regulatory or
      administrative functions of or pertaining to any government, including without
      limitation any agency, body, commission, court or department thereof whether
      federal, state, local or foreign.

    


    “Indebtedness”
      means
      the debt obligation evidenced by the Promissory Note and all extensions,
      modifications, consolidations, replacements and renewals
      thereof.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Instruments”
      means
      the Promissory Note, Mortgage, Rent Assignment, ADA Agreement, Environmental
      Certificate, and other loan instruments, agreements and documents evidencing,
      securing or related to the Loan, and all amendments, modifications and
      replacements of any of the above documents.

    


    “Lender”
      means
      Regions Bank, an Alabama banking corporation (or any financial institution
      which
      may succeed to the commercial lending business of Regions Bank).

    


    “Loan”
      means
      the loan described in Section 2 of this Agreement.

    


    “Loan
      Closing”
      means
      the closing of the Loan as described in Section 3 of this
      Agreement.

    


    “Mortgage”
      means
      the mortgages and security agreements described in Section 3 of this Agreement,
      and all amendments, modifications and replacements thereof.

    


    “Obligations”
means
      (a) all Indebtedness including all future advances; (b) all
      accrued and unpaid fees under this Agreement; (c) and all other obligations
      and
      liabilities of Borrower to Lender of every kind, direct or indirect, absolute
      or
      contingent, now existing
      or
      hereafter arising, whether or not arising in connection with this Agreement,
      the
Loan
      or
      the Instruments,
      and
      whether or not contemplated by Borrower or Lender as of the date of this
      Agreement, including without
      limitation all extensions, modifications, consolidations, replacements and
      renewals of the Indebtedness, and
      all
      costs of collection and enforcement thereof, including reasonable attorneys’
fees; and
      (d)
      any duty of Borrower to act or to refrain from acting in connection with any
      Obligation.

    


    “Promissory
      Note”
      means
      the evidence of indebtedness described in Section 3 of this Agreement, and
      all
      extensions, modifications, consolidations, replacements and renewals
      thereof.

    


    “Real
      Estate”
      means
      the real estate commonly known as 2701 & 2801 Kent Ave., West Lafayette, IN
      47906 and 10424 Middle Mount Vernon Road, Mount Vernon, Indiana, 47620 and
      described on Schedule A.

    


    “Rent
      Assignment”
      means
      the collateral assignment of rents and leases described in Section 2 of this
      Agreement, and all amendments, modifications and replacements
      thereof.

    


    “Term
      Loan”
      means
      the loan more particularly described in Section 2 of this
      Agreement.

    


    “Term
      Loan Maturity Date”
      means
      December 14, 2010, when the indebtedness evidenced by the Term Loan Promissory
      Note is due and payable in full. 

    


    “Term
      Loan Promissory Note”
      means
      the promissory note more particularly described in Section 3 of this Agreement,
      and all extensions, modifications, consolidations, replacements and renewals
      thereof.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2. Term
      Loan.
      Lender
      shall lend to Borrower and Borrower shall borrow from Lender, for the purpose
      of
      leasehold improvements, the sum of One Million Four Hundred Thousand Dollars
      and
      No Cents ($1,400,000.00) in the form of a term loan, upon the terms and
      conditions of Schedule C. 

    


    3. Loan
      Closing.
      The
      Loan will be closed concurrent with the execution of this Agreement (the “Loan
      Closing”). At the Loan Closing, Borrower shall execute and deliver to Lender, or
      when applicable, cause to be delivered to Lender:

    


    a. Term
      Loan Promissory Note.
      The
      Term Loan Promissory Note from Borrower, in form acceptable to Lender and
      substantially in the form of Schedule D, evidencing the Indebtedness of the
      Term
      Loan.

    


    b. Mortgage.
      Mortgages from Borrower in form acceptable to Lender and substantially in the
      form of Schedules E and E-1, granting to Lender, as security for payment of
      the
      Indebtedness (and all other indebtedness now or hereafter owing from Borrower)
      and performance of the Obligations, a first priority mortgage and security
      interest upon the Real Estate and all personal property used in the operation
      thereof.

    


    c. ADA
      Agreement.
      An
      agreement concerning compliance with the Americans with Disabilities Act from
      Borrower, in form acceptable to Lender and substantially in the form of Schedule
      F.

    


    d. Environmental
      Certificate.
      A
      certificate concerning environmental matters from Borrower, in form acceptable
      to Lender and substantially in the form of Schedule G.

    


    e. Assignment
      of Rents and Leases.
      An
      assignment of rents and leases from Borrower in form acceptable to Lender and
      substantially in the form of Schedule H, granting to Lender a first priority
      security interest in the leases of all or any portion of the Real Estate and
      in
      the rents payable thereunder, as security for payment of the Indebtedness (and
      all other indebtedness now or hereafter owing from Borrower to Lender) and
      performance of the Obligations.

    


    At
      or
      before the Loan Closing, Borrower also shall satisfy the applicable requirements
      of Schedule B and execute and deliver such
      other
      documents, instruments or consents as Lender or Lender’s counsel may reasonably
      require.

    


    4. Disbursement.
      The
      proceeds of the Loan will be disbursed as follows:

    


    a. Term
      Loan Proceeds.
      Upon
      satisfaction of the applicable requirements of this Agreement and of Schedule B,
      Lender shall disburse the Term Loan proceeds at the Loan Closing. However,
      if on
      the date of the Loan Closing an Event of Default under this Agreement has
      occurred and is continuing, Lender will be relieved of its obligation to
      disburse the proceeds of the Term Loan and of all further obligations under
      this
      Agreement.

    


    5. Fees
      and Expenses.
      Borrower shall reimburse Lender, within ten (10) days after Lender’s written
      notice or request, for all costs and expenses Lender incurs in connection with
      the Loan whether or not the Loan shall close, including, without limitation,
      Lender’s reasonable attorneys’ fees, appraisal fees, title insurance premiums,
      environmental investigation and report fees, survey fees, recording and filing
      fees incurred in documentation of the Loan, perfection of Lender’s security
      interests granted herein or in the Instruments, and administration, enforcement
      and collection of the Loan. Borrower also shall pay Lender a
      non-refundable commitment
      fee of $3,500.00 for the Term Loan, payable in full at the Loan
      Closing.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6. Borrower’s
      Representations and Warranties.
      To
      induce Lender to enter into this Agreement and disburse the proceeds of the
      Loan
      to Borrower, Borrower represents and warrants to Lender that each of the
      following statements is true and correct as of the date of this Agreement and
      that each of them will continue to be true and correct as of the date of each
      disbursement of proceeds of the Loan: 

    


    a. Existence
      and Power.
      

     

    Borrower
      is a duly formed and validly existing corporation under the laws of the State
      of
      Indiana and is duly qualified to conduct business in the State of Indiana.
      Borrower’s
      exact legal name and the address of Borrower’s chief executive office are as
      follows:

    


    Bioanalytical
      Systems, Inc.

    2701
      Kent
      Ave.

    West
      Lafayette, IN 47906.

     

    Borrower
      has full right, power and authority to execute and deliver this Agreement and
      each of the Instruments and to own and use all property used in Borrower’s
      operations.

     

    b. Authority.
      Execution
      and delivery of this
      Agreement and each of the Instruments
      and all
      related documents, and the borrowings contemplated by this Agreement, have
      been
      duly authorized by all necessary action on the part of Borrower, and no
      authorization, approval or consent by, or filing with, any Governmental
      Authority is required in connection with this Agreement or the Instruments.
      

    


    c. Binding
      Effect.
      This
      Agreement and each Instrument has been duly and validly executed and delivered
      by Borrower and constitutes a legal, valid and binding obligation of Borrower,
      enforceable in accordance with its terms, except as the enforceability thereof
      may be limited by bankruptcy, insolvency or other laws of general application
      affecting the enforcement of creditors’ rights generally and by principles of
      equity.

    


    d. No
      Conflict.
      Neither
      the execution and delivery of this Agreement or the Instruments nor consummation
      of the transactions contemplated thereby, nor compliance with the terms,
      conditions and provisions thereof will conflict with or result in a breach
      of
      any of the terms, conditions or provisions of either of the Articles of
      Incorporation and Bylaws, as amended, of Borrower, or any statute, law,
      regulation, rule, order, decree, writ or injunction of any Governmental
      Authority or any agreement or instrument to which Borrower is a party or by
      which Borrower or its property are bound, or constitute a default thereunder
      or
      result in the creation or imposition of any lien, charge, security interest
      or
      encumbrance upon any of Borrower’s property pursuant to the terms of any such
      agreement or instrument, except as created by this Agreement or the
      Instruments.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    e. Title.
      Marketable title in fee simple to the Real Estate is vested in Borrower, and
      marketable title to the other collateral given to secure payment of the
      Indebtedness is vested in Borrower, free and clear of any and all conflicting
      claims of ownership, and free from any and all mortgages, encumbrances, liens,
      security interests, leases, licenses, easements, restrictions (other than the
      lien of current real property taxes not then due and payable, and leases to
      tenants, copies of which have been provided to Lender, and easements and
      restrictions and other matters that are described in the title insurance
      commitment for the Real Estate as exceptions that are acceptable to Lender
      in
      its sole discretion and do not substantially interfere with operation of the
      Real Estate for its intended purpose), and Borrower will defend the Real Estate
      and the other collateral against any person claiming an interest in such Real
      Estate or collateral adverse to the interest of Lender.

    


    f. No
      Other Assignment of Rents.
      Borrower has not made or assumed an assignment of rents from or leases of the
      Real Estate, except the Rent Assignment to Lender.

    


    g. Financial
      Statements.
      Each
      financial statement of Borrower delivered to Lender is complete and correct
      in
      all respects as of the date thereof, was prepared in accordance with generally
      accepted accounting principles consistently applied, and fairly presents the
      financial condition of Borrower as of the date thereof. Since the dates of
      those
      financial statements, there has been no material adverse change in the assets,
      liabilities or financial condition of Borrower from that shown on those
      financial statements. 

     

    h. Tax
      Returns.
      All tax
      returns or reports of Borrower required by law have been filed, and all taxes,
      assessments, contributions, fees and other governmental charges payable by
      Borrower have been paid (other than those presently payable without penalty
      or
      interest and those currently being contested in good faith and against which
      adequate reserves have been established).

    


    i. Litigation
      and Claims.
      There
      are no actions, suits, proceedings or investigations pending or threatened
      against Borrower or any of Borrower’s property in any court, administrative
      agency or other Governmental Authority, and Borrower is not in violation of
      any
      statute, law, regulation, rule, order, decree, writ or injunction of any
      Governmental Authority.

    


    j. Environmental
      Matters.
      (i) The Real Estate is not contaminated with any hazardous substance;
      (ii) to the best of Borrower’s knowledge, after diligent investigation and
      inquiry, there never has occurred a release of any hazardous substance from
      the
      Real Estate; (iii) the Real Estate is not subject to any federal or state
“superfund” lien, proceeding, claim, liability or action, or the threat or
      likelihood thereof, for the clean-up, removal or remediation of any such
      hazardous substance from the Real Estate; (iv) there is no insulation,
      floor tile, ceiling tile or other building component attached to or located
      on
      any building or other structure on the Real Estate that contains asbestos;
      and
      (v) there is no underground storage tank on the Real Estate. As used
      herein, the terms “hazardous substance”, “release” and “removal” have the same
      meaning and definition as set forth in paragraphs (14), (22) and (23),
      respectively, of 42 U.S.C. 9601 and in I.C. 13-7-8.7-1, provided, however,
      that
      the term “hazardous substance” as used herein also includes “hazardous waste”
(as defined in paragraph (5) of 42 U.S.C. 6903) and “petroleum” (as defined in
      paragraph (8) of 42 U.S.C. 6991). As used herein, the term “superfund” means the
      Comprehensive Environmental Response, Compensation and Liability Act, as amended
      (42 U.S.C. 9601 et seq.,
      as
      amended) and any similar state statute or local ordinance applicable to the
      Real
      Estate, including, without limitation, I.C. 13-7-5-1, et seq.
      and
      I.C. 13-7-8.7-1, et seq.,
      and all
      rules and regulations promulgated, administered and enforced by any Governmental
      Authority pursuant thereto. As used herein, the term “underground storage tank”
has the same meaning and definition as set forth in paragraph (1) of 42 U.S.C.
      6991.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    k. Flood
      Hazard.
      

     

    The
      Real
      Estate is not located in or on an “area of special flood hazard,” as that term
      is defined in the Flood Disaster Protection Act of 1973.

    


    l. Business
      Credit.
      This
      Agreement and the Instruments evidence extensions of business credit exempt
      from
      the Federal Truth-In-Lending Act (15 USC 1601, et seq.), the Federal Reserve
      Bank’s Regulation Z (12 CFR 226, et seq.), and the Indiana Uniform Consumer
      Credit Code (IC 24-4.5-1-101, et seq.).

    


    m. Continuing
      Effect.
      Each
      request by Borrower for an advance of any proceeds of the Loan will constitute
      a
      reaffirmation that the above representations and warranties are true and correct
      and do not omit any material fact necessary to make such representations and
      warranties not misleading on the date of Borrower’s request and (unless Borrower
      notifies Lender in writing otherwise before disbursement of the requested
      proceeds) on the date of the disbursement. Upon request by Lender, Borrower
      shall promptly provide to Lender evidence satisfactory to Lender of the
      continuing effect of the above representations and warranties.

    


    7. Borrower’s
      Affirmative Covenants.
      Borrower covenants that that until all of the Indebtedness is paid in full
      and
      all of the Obligations have been fully performed: 

    


    a. Payment
      of Indebtedness.
      Borrower will pay each installment of the Indebtedness promptly when
      due.

    


    b. Payment
      of Taxes.
      Borrower will pay, promptly when due and before any penalty attaches for
      nonpayment, all real estate taxes, personal property taxes, income taxes and
      other lawful assessments and charges imposed by any Governmental Authority
      against Borrower’s business or Borrower’s real and personal
      property.

    


    c. Maintenance.
      Borrower will maintain all buildings and other improvements now or hereafter
      located on all of Borrower’s real property and all equipment and tangible
      personal property used in Borrower’s business in good repair and attractive
      appearance.

    


    d. Liens.
      Borrower will cause any lien (including, without limitation, any judgment,
      attachment, execution, mechanic’s lien, or federal or state income tax lien)
      that may attach to Borrower’s real estate or personal property to be satisfied
      and released no later than thirty (30) days after attachment, except for the
      lien of current property taxes and assessments and liens contested in good
      faith
      in an appropriate proceeding if Borrower has given Lender any assurances Lender
      deems necessary under the circumstances.

    


    e. Compliance
      with Laws.
      Borrower will comply with all statutes, laws, regulations, rules, orders,
      decrees, writs and injunctions of any Governmental Authority applicable to
      Borrower’s business or ownership or operation of Borrower’s property.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    f. Inspection.
      Borrower will allow Lender and its representatives to inspect Borrower’s real
      and personal property at all reasonable times.

    


    g. Possession.
      Borrower will have full and exclusive possession of all collateral for the
      Loan,
      except if expressly provided otherwise in this Agreement or if Lender chooses
      to
      perfect its security interest by possession in addition to the filing of a
      Financing Statement. If any collateral for the Loan is in the possession of
      a
      third party, Borrower will join with Lender in notifying the third party of
      Lender’s security interest and obtaining an acknowledgment from the third party
      that the third party is holding that collateral for the benefit of
      Lender.

    


    h. Use
      of Proceeds.
      Borrower will use the proceeds of the Loan only for the purposes described
      in
      Section 2 of this Agreement.

    


    i. Insurance.
      Borrower shall at Borrower’s expense maintain in force comprehensive general
      liability insurance, business interruption insurance, worker’s compensation
      insurance, casualty insurance and environmental insurance policies, from
      companies and with coverages acceptable to Lender and consistent with prudent
      business practice of companies engaged in business similar to that of Borrower.
      Each such policy must have a deductible of not more than five thousand dollars
      ($5,000) per occurrence. Each such policy covering property of Borrower serving
      as collateral to Lender (except liability insurance which shall name Lender
      as
      an additional insured) shall have a non-contributory lender’s loss payable
      clause in favor of Lender, and shall be payable to Borrower and Lender as their
      interests may appear. A copy of each such policy and a certificate of coverage
      issued by the insurance carrier shall be delivered to Lender on or before the
      date of this Agreement. Each such policy shall stipulate that the insurance
      cannot be canceled or materially modified without providing at least thirty
      (30)
      days’ prior written notice to Lender. If Borrower does not provide insurance or
      evidence thereof as required by this Agreement, Lender may obtain such insurance
      at Borrower’s expense, and all amounts paid by Lender for any such insurance
      shall be treated as an advance of proceeds of the Loans and shall bear interest
      at the highest default rate of interest set forth in the Promissory Note until
      paid. In addition to the specific insurance requirements set forth in this
      Section, Borrower shall carry other insurance in amounts and for periods as
      may
      be reasonably required by Lender.

    


    8. Borrower’s
      Financial Covenants.
      Borrower covenants that that until all of the Indebtedness is paid in full
      and
      all of the Obligations have been fully performed: 

    


    a. Financial
      and Accounting Records.
      Borrower will keep proper books of account in which full, true and correct
      entries will be made of all receipts and expenses related to Borrower’s business
      and operations and the Real Estate, and provide to Lender upon request from
      time
      to time such accounting and other information regarding the financial condition,
      business and operations of Borrower and the Real Estate.

    


    b. Fixed
      Charge Coverage Ratio.
      Borrower will maintain a Fixed Charge Coverage Ratio, on any date of testing,
      of
      not less than 1.50:1.00. “Fixed Charge Coverage Ratio” means the ratio
of
      (i)
      the Borrower's net income for the period, plus depreciation expense and other
      non cash expenditures, plus interest expense, plus income tax expense, less
      capital expenditures not funded with long term debt, less income tax paid or
      accrued in the period, to (ii) the sum of all interest payments and the
      principal payments on long term debt paid or accrued in the period, including
      payments made under capitalized leases. The Fixed Charge Coverage Ration will
      be
      tested on a rolling four quarter basis at the end of each fiscal quarter and
      fiscal year, beginning on December 31, 2007.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    c. Total
      Liabilities to Tangible Net Worth Ratio.
      Borrower will maintain a Total Liabilities to Tangible Net Worth Ratio, on
      any
      date of testing, of less than 2.00 to 1.00, as computed by Lender from time
      to
      time based on financial statements provided by Borrower.

    


    d. Quarterly
      Financial Statements.
      Borrower will, not later than thirty (30) days after the close of each fiscal
      quarter of Borrower, provide to Lender a balance sheet and a statement of profit
      and loss in a form acceptable to Lender, prepared by Borrower and certified
      by
      Borrower to be accurate and complete, reflecting Borrower’s financial condition
      as of the end of that fiscal quarter.

    


    e. Annual
      Financial Statements.
      Borrower will provide to Lender as soon as practicable, but in any event not
      later than one hundred twenty (120) days after the end of each fiscal year
      of
      Borrower, financial statements of Borrower, audited by an independent certified
      public accountant, including a balance sheet, statement of income and retained
      earnings and a statement of cash flows, with accompanying notes to financial
      statements, all prepared in accordance with GAAP on a basis consistent with
      prior years unless specifically noted thereon, and further accompanied by the
      certificate of an officer of Borrower familiar with such matters that such
      financial statements present fairly the financial condition of Borrower as
      of
      the date thereof and the results of Borrower’s operations for the period then
      ended and no Event of Default and no unmatured default exists under this
      Agreement or the Instruments, or if any Event of Default or unmatured default
      exists, stating the nature and status thereof. 

    


    All
      covenants including ratios or values will be tested initially as of December
      31,
      2007 and
      will
      be tested as of the end of each calendar quarter thereafter.

    


    9. Negative
      Covenants.
      Borrower covenants that, until all of the Indebtedness is paid in full and
      all
      of the Obligations have been fully performed:

    


    a. Waste.
      Borrower will not commit waste on, or permit waste to be committed on, or
      abandon the Real Estate, or permit any nuisance or unlawful activity to occur
      on
      the Real Estate.

    


    b. Improvements.
      Borrower will not, without Lender’s prior written consent, construct, remodel,
      alter or demolish any building or other improvement located on the Real Estate,
      or incur obligations for such purposes.

    


    c. Disposal
      of Property.
      Borrower will not, without Lender’s prior written consent, convey, sell, donate,
      lease, grant any easement upon, or otherwise transfer, or dispose of (or enter
      into any contract or agreement to convey, sell, donate, lease, grant any
      easement upon, or otherwise transfer or dispose of, or grant any option to
      purchase, lease or otherwise acquire) any of Borrower’s tangible or intangible
      real or personal property, whether now owned or hereafter acquired, or enter
      into any sale and leaseback transaction, other than leases to tenants for terms,
      including renewal and extension options, approved in advance in writing by
      Lender. Borrower may, however, in the ordinary course of business, sell, lease
      or furnish under contracts of sale or service, any property normally held by
      Borrower for that purpose (but a sale in the ordinary course of business does
      not include a transfer in total or partial satisfaction of a
      debt).


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    d. Borrowing.
      Borrower will not, without Lender’s prior written consent, create, incur, assume
      or suffer to exist any indebtedness except (a) trade accounts and normal
      business accruals payable in the ordinary course of business, and (b)
      Indebtedness to Lender, nor shall Borrower assume, guarantee or otherwise become
      liable as a guarantor or surety for the obligations of any person or firm except
      guaranties in favor of Lender.

    


    e. Liens
      and Encumbrances.
      Borrower will not, without Lender’s prior written consent, create or permit to
      exist any mortgage, pledge, lien, security interest or other encumbrance (except
      those in favor of Lender) in any of Borrower’s tangible or intangible real or
      personal property, whether now owned or hereafter acquired, nor will Borrower
      become security on a recognizance or other bond.

    


    f. Organizational
      Changes.
      Borrower will not, without Lender’s prior consent, change Borrower’s name or
      principal place of business, or change Borrower’s state of incorporation or
      organization, or change the location of Borrower’s chief executive office, or
      amend, modify, restate or otherwise change in any way either of Borrower’s
      Articles of Incorporation and Bylaws, as amended, or enter into any share
      exchange or merger with, or acquire, any person or firm or any substantial
      portion of such person or firm’s assets, or engage in any transaction with any
      person or firm other than in the ordinary course of Borrower’s business, or make
      any material change in the nature of Borrower’s business as carried on at the
      date of this Agreement, or purchase, redeem, retire or otherwise acquire any
      outstanding shares or units of Borrower’s equity, or issue, sell or otherwise
      dispose of any shares or units of Borrower’s equity or other securities, or
      rights, warrants or options to purchase or acquire any such securities, or
      permit any transfer or dilution of any ownership interest in
      Borrower.

    


    g. Accounting
      Policies.
      Borrower
      will not change its fiscal year or any of its significant accounting policies,
      except to the extent necessary to comply with generally accepted accounting
      principles.

    


    h. Adversity.
      Borrower will not permit any event to occur or condition to exist that has
      a
      material adverse effect on Borrower.

    


    10. Indemnification
      by Borrower.
      Borrower shall indemnify Lender against and hold Lender harmless from any and
      all claims, demands, liabilities, damages, actions, suits, judgments, fines,
      penalties, loss, cost and expense (including, without limitation, reasonable
      attorneys’ fees) arising or resulting from, or suffered, sustained or incurred
      by Lender as a result (direct or indirect) of, the untruth or inaccuracy of
      any
      of Borrower’s representations and warranties set forth herein or in any
      Instrument or the breach of any of the Obligations, including without limitation
      covenants of Borrower set forth herein or in any Instrument. This obligation
      to
      indemnify Lender will survive the Loan Closing, the repayment of the
      Indebtedness and the performance of all of the Obligations.

    


    11. Events
      of Default; Acceleration.
      The
      entire Indebtedness will, at the option of Lender, be immediately due and
      payable upon the occurrence of any of the following “Events of
      Default”:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    a. Borrower
      fails to pay promptly when due any installment of the Indebtedness and fails
      to
      cure such default after ten (10) days written notice.

    


    b. Borrower
      fails to observe or perform any other covenant or Obligation to be observed
      or
      performed by such party under this Agreement or the Instruments and fails to
      cure such default after thirty (30) days written notice.

    


    c. Any
      material representation or warranty made by Borrower in this Agreement, in
      any
      Instrument, or in any certificate, financial statement or other document
      furnished by Borrower pursuant to this Agreement, proves to have been false
      or
      misleading as of the date made or furnished.

    


    d. Any
      judgment is entered against Borrower, or any injunction, attachment, or
      garnishment is issued against any assets of Borrower and such injunction,
      attachment, or garnishment has a materially adverse effect upon
      Borrower.

    


    e. Borrower
      fails to pay such party’s debts as they mature, or the book value of Borrower’s
      total liabilities exceeds the book value of such party’s total
      assets.

    


    f. Borrower
      fails to pay when due or within any applicable grace period any indebtedness
      under any existing or future agreement for borrowed money.

    


    g. Borrower
      makes an assignment for the benefit of creditors; consents to the appointment
      of
      a custodian, receiver or trustee for such party or for a substantial part of
      such party’s property; or commences any proceeding under any bankruptcy,
      reorganization, liquidation, insolvency or similar laws of any
      jurisdiction.

    


    h. A
      custodian, receiver or trustee is appointed for Borrower or for a substantial
      part of Borrower’s property without Borrower’s respective consent and is not
      removed within thirty (30) days after such appointment.

    


    i.
       Proceedings
      are commenced against Borrower under any bankruptcy, reorganization,
      liquidation, insolvency or similar laws of any jurisdiction, and such
      proceedings remain undismissed for thirty (30) days after commencement, or
      Borrower consents to such proceedings.

    


    j. Any
      individual Borrower dies, or any non-individual Borrower is liquidated or
      dissolved.

    


    k. Any
      Guarantor fails to perform or observe any term, covenant or agreement in such
      person’s Guaranty, or any Guaranty is partially (including with respect to
      future advances) or wholly revoked or invalidated, or any Guaranty ceases to
      be
      in full force and effect, or any Guarantor or any other person contests the
      validity or enforceability of any Guaranty or denies further liability or
      obligation thereunder, and any of the foregoing is not remedied to Lender’s
      satisfaction within thirty (30) days after its occurrence.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    l. All
      or
      any part of Borrower’s real or personal property or any interest therein is
      transferred without Lender’s prior written consent, said consent being in
      Lender’s sole discretion.

    


    m. Any
      party
      obtains an order, decree, writ or injunction in any court of competent
      jurisdiction or other Governmental Authority enjoining or prohibiting the
      performance of this Agreement or any of the Instruments, and such order or
      decree remains undismissed and in effect for a period of thirty (30)
      days.

    


    Borrower
      shall give
      Lender prompt written notice of (i)
      the
      occurrence or existence of any Event of Default, together with a written
      statement of the action being taken by Borrower to remedy such Event of
      Default,
      and
      (ii) all
      litigation or other legal proceedings affecting Borrower that are pending before
      any Governmental Authority.

    


    Upon
      the
      occurrence of any Event of Default and the failure to cure that Event of Default
      within the time period, if any, set forth in this Agreement or in the applicable
      Instrument, and at any time thereafter so long as the Event of Default
      continues, unless such rights are waived by Lender, Lender shall have the right,
      in addition to any other rights set forth in this Agreement or the Instruments,
      to terminate this Agreement and its obligations hereunder, declare the entire
      Indebtedness and any penalty or premium for prepayment thereof to be immediately
      due and payable without presentment, demand, protest, or notice of any kind,
      all
      of which are hereby expressly waived; declare defaults and exercise any or
      all
      of the remedies available to it under any or all of the Instruments; exercise
      its right of setoff against any and all sums (including amounts on deposit)
      owed
      by Lender to Borrower;
      and
      exercise any other right or remedy available to it at law or in equity. The
      foregoing remedies will be cumulative and not exclusive, and may be exercised
      at
      any time and from time to time as the occasion arises. The Indebtedness and
      all
      other sums payable under this Agreement are payable without relief from
      valuation and appraisement laws, and with reasonable attorneys’ fees and costs
      of collection.

    


    12. Lender’s
      Right to Cure.
      If
      Borrower fails to observe or perform any Obligation to be observed or performed
      by Borrower under this Agreement or under any of the Instruments, Lender may,
      and without notice, advance for the account of Borrower all amounts reasonably
      necessary to cure such failure or default. All sums so advanced, together with
      interest thereon from the date of advancement at a rate equal to four percent
      (4%) over the rate of interest then in effect will become part of the
      Indebtedness, and will be immediately due and payable without notice or
      demand.

    


    13. Waivers.
      Borrower waives any demand, notice, protest, notice of acceptance of this
      Agreement, notice of loans made, credit extended, collateral received or
      delivered or other action taken in reliance on this Agreement and all other
      demands and notices of any description. With respect to the Loan
      and the
      collateral given to secure repayment of the Loan,
      Borrower assents to any extension or postponement of the time of payment or
      other indulgence, to any substitution, exchange, or release of collateral,
      to
      the addition or release of any party or operation primarily or secondarily
      liable, to the acceptance of partial payments and the settlement, compromise
      or
      adjustment of any of the foregoing, all in the manner and at the time or times
      Lender deems advisable. Lender will have no duty as to the preservation of
      rights against prior parties, or as to the preservation of any rights pertaining
      thereto beyond the safe custody thereof. Lender may exercise its rights
      with respect to the collateral without resorting or regard to other collateral
      or sources of reimbursement for the Loan.
      Lender
      will not be deemed to have waived any of its rights under this Agreement
      unless such waiver is in writing and signed by Lender. No delay or omission
      by Lender in exercising any right shall operate as a waiver of such right or
      any
      other right. A waiver on any one occasion shall not be construed as a bar to
      the
      exercise of any right on any future occasion. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    14. Notices.
      All
      notices to be given pursuant to this Agreement will be sufficient if given
      by
      personal service, or by overnight delivery service, or by facsimile
      transmission, or by postage prepaid mailing by certified or registered mail
      with
      return receipt requested, to the parties as set forth below, or to such other
      address as a party may request by notice given under this Section. Any time
      period provided for the giving of any notice shall begin on the date of personal
      service, the day after delivery to the overnight delivery service, the day
      after
      sending the facsimile transmission, or two (2) days after mailing by certified
      or registered mail. However, any failure to give notice in accordance with
      this
      Section will not invalidate the notice if the notice was in fact in writing
      and
      actually received by the party to whom it was directed. 

    

      
        	
                BORROWER:

              	
                Bioanalytical
                  Systems, Inc.

              
	 	
                2701
                  Kent Ave.

              
	 	
                West
                  Lafayette, IN 47906

              
	 	 
	
                LENDER:

              	
                REGIONS
                  BANK,

              
	 	
                an
                  Alabama banking corporation

              
	 	
                437
                  South Street

              
	 	
                P.O.
                  Box 780

              
	 	
                Lafayette,
                  IN 47902-0780

              


      

       

    

    15. Waiver
      of Jury Trial.
      THE PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH
      COUNSEL, KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT ANY OF THEM
      MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF
      THIS
      AGREEMENT, OR ANY OF THE INSTRUMENTS, OR ANY OF THE TRANSACTIONS CONTEMPLATED
      BY
      THIS AGREEMENT, OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS, WHETHER ORAL
      OR
      WRITTEN, OR ACTIONS OF ANY PARTY. NONE OF THE PARTIES SHALL SEEK TO CONSOLIDATE,
      BY COUNTERCLAIM OR OTHERWISE, ANY ACTION IN WHICH A JURY TRIAL CANNOT BE OR
      HAS
      NOT BEEN WAIVED. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED
      IN
      ANY RESPECT OR RELINQUISHED BY ANY OF THE PARTIES EXCEPT BY A WRITTEN INSTRUMENT
      EXECUTED BY ALL PARTIES.

    


    16. Miscellaneous.

    


    a. Perfection
      of Security Interests.
      Borrower authorizes Lender to file, at Borrower’s expense, one or more financing
      statements describing any or all collateral for the Loan, and all renewals
      and
      amendments necessary to perfect or continue perfection of Lender’s security
      interests. Additionally, Borrower authorizes Lender to file, at Borrower’s
      expense, one or more financing statements describing any agricultural liens
      or
      other statutory liens held by Lender. Borrower agrees to execute and deliver
      all
      additional documents, instruments and statements required to establish, confirm
      and maintain in effect Lender’s security interests in all collateral for the
      Loan.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    b. Survival.
      All
      representations, warranties, and covenants of Borrower in this Agreement or
      in
      of the Instruments, financial statements, reports, certificates or other
      documents provided or to be provided by Borrower to Lender shall survive the
      Loan Closing, payment of the Indebtedness and performance of the
      Obligations.

    


    c. Reinstatement.
      If
      Borrower makes a payment to Lender or Lender enforces its security interest
      and
      lien or exercises its right of setoff, and if any all or any part of such
      payment or the proceeds of such enforcement or setoff is later invalidated,
      declared to be fraudulent or preferential, set aside or are required to be
      repaid to any party, then to the extent of such recovery, the Loan or the part
      thereof originally intended to be satisfied will be revived and continued in
      full force and effect as if such payment had not been made or such setoff or
      enforcement had not occurred and will be Loan secured by the
      collateral.

    


    d. Lender
      Assignment.
      All of
      Lender’s rights under this Agreement will inure to the benefit of Lender’s
      successors and assigns. If Lender transfers or assigns all or any portion of
      the
      Loan and any collateral for the Loan, that transfer or assignment will carry
      with it Lender’s powers and rights under this Agreement with respect to the Loan
      and collateral transferred, and the transferee will receive those powers and
      rights, whether or not they are specifically referred to in the transfer or
      assignment.

    


    e. Participations.
      The
      parties consent to Lender’s sale of participation interests in the Loan and
      agree to sign and deliver all documents required in connection with the sale
      of
      any participation interest.

    


    f. No
      Borrower Assignment.
      Borrower shall not assign any of Borrower’s rights or delegate any of Borrower’s
      obligations under this Agreement without Lender’s prior written
      consent.

    


    g. Entire
      Agreement.
      The
      parties intend that this Agreement and the Instruments incorporate their entire
      understanding with respect to the subject matter hereof and may not be
      contradicted by evidence of any prior agreement or contemporaneous oral
      agreement, including, without limitation, any commitment letter previously
      executed by any or all of the parties. 

    


    h. Schedules
      and Instruments.
      The
      parties shall be bound by all additional terms, conditions, covenants,
      representations and warranties set forth in the Instruments and in the Schedules
      attached to this Agreement, to the same extent as if included in this Agreement.
      If there is any conflict between the terms of this Agreement and the terms
      of
      the Instruments or the Schedules attached to this Agreement, the terms of this
      Agreement shall control.

    


    i. Amendments
      and Releases.
      Lender
      may accept or release any security, may release any party liable for the
      Indebtedness, may grant extensions, renewals, or indulgences with respect to
      the
      Indebtedness, and may apply any security for the Indebtedness to payment of
      the
      Indebtedness, without prejudice to any of Lender’s rights under this
      Agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    j. No
      Third Party Rights.
      Nothing
      in this Agreement, whether express or implied, shall be construed to give to
      any
      person other than the parties to this Agreement any legal or equitable right,
      remedy or claim under or in respect of this Agreement or any of the
      Instruments.

    


    k. Provisions
      Severable.
      The
      provisions of this Agreement are intended to be severable. If any provision
      of
      this Agreement is held invalid or unenforceable in whole or in part in any
      jurisdiction, that provision shall, as to such jurisdiction, be ineffective
      to
      the extent of such invalidity or unenforceability without in any manner
      affecting the validity or enforceability thereof in any other jurisdiction
      or
      the remaining provisions of this Agreement in any jurisdiction.

    


    l. Governing
      Law.
      This
      Agreement and all rights and obligations under this Agreement, including matters
      of construction, validity and performance, shall be governed by the Uniform
      Commercial Code and other laws of the State of Indiana applicable to contracts
      made and to be performed entirely within the State of Indiana, without giving
      effect to conflict of laws principles.

    


    m. Counterparts.
      This
      Agreement may be signed in any number of counterparts and by the different
      parties on separate counterparts, each of which, when so signed and delivered
      by
      the parties, shall constitute an original but all such counterparts together
      shall constitute one instrument. 

    


    n. Headings.
      Section
      headings in this Agreement are for convenience of reference only and shall
      not
      affect the interpretation of this Agreement. 

    


    


    [SIGNATURE
      PAGE FOLLOWS]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    The
      parties are signing this agreement on the date stated in the introductory
      paragraph. 

    


     

    
      	
              LENDER:

            	 	 	 
	 	
              REGIONS
                BANK

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:
                

            	
              /s/
                Daniel R. House

            	 
	 	 	
              Daniel
                R. House

            	 
	 	 	
              Senior
                Vice President

            	 
	 	 	 	 
	 	 	 	 
	
              BORROWER:

            	 	 	 
	 	
              BIOANALYTICAL
                SYSTEMS, INC.

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
              /s/
                Michael R. Cox

            	 
	 	 	
              Michael
                R. Cox

            	 
	 	 	
              Vice
                President - Finance and Administration

            	 


    

     

    


    
      	STATE
              OF INDIANA 	)	 


      	 	
              )

            	
              SS:

            


      	TIPPECANOE
              COUNTY 	)	 


    

    


    Before
      me, the undersigned Notary Public, personally appeared Michael
      R. Cox, as Vice President - Finance and Administration of Bioanalytical Systems,
      Inc., an Indiana corporation, who on behalf of Bioanalytical Systems, Inc.
      acknowledged the execution of the foregoing instrument and swore to the truth
      of
      the statements made therein.

    


    Witness
      my hand and Notarial Seal this 18th day of December, 2007.

    


    SEAL

    
      	 	
              /s/
                Lina L. Reeves-Kerner

            	 
	 	
              Notary
                Public Signature

            	 
	 	 	 
	 	
              Lina
                L. Reeves-Kerner

            	 
	 	
              Printed
                Name

            	 


    

     

    
      	
              My
                Commission Expires:

            	
              March
                17, 2008 

            	 
	 	 	 
	
              County
                of Residence:

            	
              Tippecanoe

            	 


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Schedule
      A

    to

    Regions
      Bank - Bioanalytical Systems, Inc. Loan Agreement

     

    Description
      of Real Estate

    


    


    2701
      & 2801 Kent Avenue, Lafayette, Indiana

    


    Lot
      Numbered One (1) in BAS Subdivision as per the plat thereof dated March 17,
      1997, recorded April 8, 1997, Plat Cabinet E, Page 156, Document Number 9706303
      in the Office of the Recorder of Tippecanoe County, Indiana. Located in the
      City
      of West Lafayette, Wabash Township, Tippecanoe County, Indiana.

    


    


    10424
      Middle Mount Vernon Road, Mount Vernon, Indiana

    


    Parcel
      A

    


    Part
      of
      Section 26, Township 6 South, Range 12 West of the Second Principal Meridian,
      lying in Marrs Township, Posey County, Indiana, containing 3.643 acres, more
      or
      less, and more particularly described as follows:

    


    Commencing
      at a three-quarter inch iron pin marking the center of Section 26, Township
      6
      South, Range 12 West, thence West along the East-West centerline of said section
      24.00 feet to the POINT OF BEGINNING OF THIS DESCRIPTION: thence North 20.00
      feet; thence East 24.00 feet to the North-South centerline of said section;
      thence North 00 degrees 04 minutes 42 seconds West along said North-South
      centerline 430.00 feet; thence East 264.83 feet; thence South 00 degrees 06
      minutes 01 second East 450.00 feet to a one-half inch iron pin on said East-West
      centerline; thence West along said East-West centerline 135.00 feet; thence
      South 271.45 feet to a point in Middle Mt. Vernon Road, thence North 77 degrees
      03 minutes 12 seconds West along said road 133.39 feet to said North-South
      centerline; thence North 62 degrees 40 minutes 00 seconds west along said road
      27.05 feet; thence North 229.14 feet to the point of beginning.

    


    Parcel
      B

    


    Tract
      1:

    The
      East
      Half (E/2) of the East Half (E/2) of the Northwest Quarter (NW/4) of Section
      Twenty-six (26), Township Six (6) South, Range Twelve (12) West.

    


    ALSO
      Part
      of the Northwest Quarter of the Southwest Quarter of Section Twenty-six (26),
      Township Six (6) South, Range Twelve (12) West, more particularly described
      as
      follows, to wit:

    


    Beginning
      at the Northeast corner of the Southwest Quarter (SW/4) of Section Twenty-six
      (26). Township Six (6) South, Range Twelve (12) West, thence west along the
      half
      section line 26 rods to a stake; thence in a southeasterly direction to a stake
      on the East line of the said Southwest Quarter (SW/4), which is 15 rods south
      of
      said northeast corner of the said Southwest Quarter; thence north 15 rods to
      the
      place of beginning.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXCEPT
      A
      strip of land 24 feet wide off of the east side of the following tract;
      Beginning at the northeast corner of the Southwest Quarter of Section 26,
      Township 6 South, Range 12 West, from thence west along the half section line
      26
      rods to a stake, from thence in a southeasterly direction to a stake on the
      east
      line of the said Southwest Quarter which is 15 rods south of said northeast
      corner; thence north 15 rods to the place of beginning.

    


    ALSO
      EXCEPT Beginning at the southeast corner of the East Half of the East Half
      of
      the Northwest Quarter of Section 26, Township 6 South, Range 12 West; thence
      west 24 feet; thence North 20 feet; thence east 24 feet; thence south 20 feet
      to
      the place of beginning.

    


    EXCEPTING
      THEREFROM so much of subject property as was conveyed to T.P.S. Inc., by
      Quitclaim Deed dated October 24, 1980 and recorded in Deed Record 131, Page
      449,
      in the Office of the Recorder of Posey County, Indiana.

    


    Tract
      II:

    Part
      of
      the West Half (W/2) of the Northeast Quarter (NE/4) of Section Twenty-six (26),
      Township Six (6) South, Range Twelve (12) West in Posey County, Indiana, more
      particularly described as follows:

    


    Beginning
      at a stone marking the Southwest corner of the said Half Quarter Section and
      measuring thence North along the West line thereof One Thousand Three Hundred
      Twenty (1,320) feet; thence East and parallel to the South line thereof Two
      Hundred Sixty-five (265) feet; thence South and parallel to the West line of
      said Half Quarter Section, One Thousand and Three Hundred Twenty (1,320) feet
      to
      a point on the South line of said Half Quarter Section; thence West along the
      said South line Two Hundred Sixty-five (265) feet to the place of
      beginning.

    


    ALSO
      a
      strip of land 24 feet wide off the East side of the following tract; Beginning
      at the Northeast corner of the Southwest Quarter of Section 26, Township 6
      South, Range 12 West, from thence west along the Half Section line 26 rods
      to a
      stake, from thence in a southeasterly direction to a stake on the east line
      of
      the said Southwest Quarter to a point 15 rods south of said northeast corner;
      thence north 15 rods to the place of beginning.

    


    ALSO
      Beginning at the southeast corner of the East Half of the East Half of the
      Northwest Quarter of Section 26, Township 6 South, Range 12 West, thence west
      24
      feet; thence North 20 feet, thence east 24 feet, thence South 20 feet to the
      place of beginning.

    


    EXCEPTING
      THEREFROM so much of subject property as was conveyed by James Anthony Botta,
      Jr. to John Busey Botta, by Deed dated November 1, 1994 and recorded in Deed
      Record 185, Page 720, in the office of the Recorder aforesaid.

    


    Tract
      III:

    Property
      as shown by survey by John H. Leffel dated April 19, 1994, in the Northeast
      Quarter of Section 26, Township 6 South, Range 12 West of the Second Principal
      Meridian, lying in Marrs Township, Posey County, Indiana, and more particularly
      described as follows:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Commencing
      at a 3/4 inch iron pin marking the Southwest Corner of the West Half of the
      Northeast Quarter of Section 26, Township 6 South, Range 12 West; thence North
      00°
      04’ 42”
West along the Western Boundary of said Half Quarter Section 1319.79 feet to
      a 3⁄4
inch iron pipe; thence North 89°
      26’ 56”
East 264.50 feet to a 3⁄4 inch pipe marking the POINT OF BEGINNING; thence
      continuing along said Northern boundary 199.04 feet to a 3⁄4 inch iron pipe;
      thence South 00°
      06’ 01”
East 895.48 feet to a 5/8 inch Rebar; thence South 89°
      29’ 56”
West 199.04 feet to a 5/8 inch Rebar, thence North 00°
      06’ 01”
West 895.48 feet to the POINT OF BEGINNING.

    


    ALL
      OF
      THE FOREGOING TRACTS I, II and III also being the same as the
      following:

    Part
      of
      Section 26, Township 6 South, Range 12 West of the Second Principal Meridian,
      lying in Marrs Township, Posey County, Indiana, and being more particularly
      described as follows:

    


    Beginning
      at a three-quarter inch iron pin marking the center of Section 26, Township
      6
      South, Range 12 West; thence South 00 degrees 00 minutes 00 seconds West along
      the North/South Centerline of said section 241.56 feet to the center of Middle
      Mt. Vernon Road; thence North 62 degrees 40 minutes 00 seconds West along the
      center of said road 342.11 feet; thence North 52 degrees 32 minutes 00 seconds
      West along the center of said road 21.00 feet; thence north 53 degrees 24
      minutes 30 seconds West along the center of said road 120.44 feet; thence North
      66 degrees 52 minutes 00 seconds West along the center of said road 75.00 feet;
      thence North 80 degrees 07 minutes 30 seconds West along the center of said
      road
      81.51 feet; thence North 82 degrees 57 minutes 30 seconds West along the center
      of said road 103.80 feet to the Western Boundary of the East Half of the East
      Half of the Northwest Quarter of said section; thence North 00 degrees 00
      minutes 00 seconds East along said Western Boundary 2625.17 feet to the
      Northwest corner of said half half quarter section; thence North 90 degrees
      00
      minutes 00 seconds East along the Northern Boundary of said section 668.77
      feet
      to the Northeast corner of said quarter section; thence South 00 degrees 04
      minutes 33 seconds West along said section centerline 1361.44 feet to a
      three-quarter inch iron pipe; thence North 89 degrees 29 minutes 56 seconds
      East
      463.54 feet; thence South 00 degrees 06 minutes 01 seconds East 895.48 feet
      to a
      five-eighths inch rebar; thence South 89 degrees 29 minutes 56 seconds West
      199.04 feet to a five-eighths inch rebar; thence North 00 degrees 06 minutes
      01
      second West 23.38 feet; thence South 90 degrees 00 minutes 00 seconds West
      264.83 feet to said section centerline; thence South 00 degrees 04 minutes
      42
      seconds East along said section centerline 450.00 feet to the point of
      beginning, containing 51.537 acres, more of less.

    


    EXCEPT
      part of the Northwest quarter and part of the Southwest Quarter in Section
      26,
      Township 6 South, Range 12 West, described as follows:

    


    Beginning
      at the Southeast corner of the Northwest quarter of Section 26, Township 6
      South, Range 12 West, thence West along the half-section line 200 feet to a
      point; thence North 500 feet to a point; thence East 200 feet to the
      half-section line separating the Northwest quarter from the Northeast quarter
      of
      said Section 26; thence South along said half-section line 500 feet to the
      point
      of beginning, containing 2.296 acres, more or less.

    


    ALSO
      EXCEPT a strip of land 200 feet wide off of the East side of the following
      tract:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Beginning
      at the Northeast corner of the Southwest Quarter of Section 26, Township 6
      South, Range 12 West; from thence West along the half-section line 26 rods
      to a
      stake; from thence in a Southeasterly direction to a stake on the East line
      of
      the said Southwest Quarter which is 15 rods to a point of beginning, containing
      in said strip of land 0.872 acre, more or less.

    


    Parcel
      C

    


    Part
      of
      the Northwest Quarter and part of the Southwest Quarter in Section Twenty-six
      (26), Township Six (6) South, Range twelve (12) West, described as
      follows:

    


    Beginning
      at the Southeast corner of the Northwest Quarter (NW 1⁄4) of Section Twenty-six
      (26), Township Six (6) South, Range Twelve (12) West, thence West along the
      Half-Section line 200 feet to a point, thence North 500 feet to a point, thence
      East 200 feet to the Half-Section line separating the Northwest Quarter (NW
1⁄4)
      from the Northeast Quarter (NE 1⁄4) of said Section Twenty-six (26), thence South
      along said Half-Section line 500 feet to the point of beginning.

    


    ALSO,
      a
      strip of land 200 feet wide off of the East side of the following
      tract:

    


    Beginning
      at the Northeast corner of the Southwest Quarter (SW1/4) of Section Twenty-six
      (26), Township Six (6) South, Range Twelve (12) West, from thence West along
      the
      Half-Section line Twenty-six (26) rods to a stake, from thence in a
      Southeasterly direction to a stake on the East line of the said Southwest
      Quarter which is 15 rods to a point of beginning.

    


    EXCEPT
      a
      strip of land 24 feet wide off of the East side of the following
      tract:

    


    Beginning
      at the Northeast corner of the Southwest Quarter of Section 26, Township


    Six
      (6)
      South, Range 12 West, from thence West along the Half-Section line 26 rods
      to a
      stake, from thence in a Southeasterly direction to a stake on the East line
      of
      the said Southwest Quarter which is 15 rods to the place of beginning,
      containing One and One-Fifth Acres, more or less. 

    


    ALSO
      EXCEPT, beginning at the Southeast corner of the East Half of the East Half
      of
      the Northwest Quarter of Section 26, Township 6 South, Range 12 West; thence
      West 24 feet; thence North 20 feet; thence South 20 feet to the place of
      beginning.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Schedule
      B

    to

    Regions
      Bank - Bioanalytical Systems, Inc. Loan Agreement

    Documents
      to be Provided to Lender

    Before
      Initial Disbursement of Loan Proceeds

     

    a. Evidence
      satisfactory to Lender that the insurance required by the Loan Agreement is
      in
      force, 

    


    b. Certified
      copies of Borrower’s Articles of Incorporation and Bylaws, as
      amended.

    


    c. Recent
      Certificate of Existence issued by the Indiana Secretary of State reflecting
      Borrower’s existence under Indiana law.

    


    d. Certified
      copy of resolutions adopted by Borrower’s Board of Directors authorizing the
Loan
      and
      stating the names and capacities of the persons authorized to execute the Loan
      Agreement and the Instruments on behalf of Borrower.

    


    e. Satisfactory
      return after search in accordance with the Uniform Commercial Code or other
      applicable law in such governmental offices as Lender deems
      appropriate.

    


    f. An
      ALTA
      mortgagee title insurance commitment issued by a title insurance company
      acceptable to Lender in the amount of One Million Four Hundred Thousand Dollars
      and No Cents ($1,400,000) (subject to disbursement of proceeds of the Loan
      in
      that amount) insuring the lien of the Mortgage, subject only to the lien of
      current real property taxes not yet due and payable, and easements and
      restrictions which do not materially interfere with the use of the Real Estate
      for its intended purpose.

    


    g. A
      survey
      of the Real Estate, meeting ALTA minimum standards, certified to a current
      date
      by a registered surveyor acceptable to Lender.

    


    h. Evidence
      satisfactory to Lender that the Real Estate is properly zoned and may be used
      for its intended purpose and that all necessary variances have been
      granted.

    


    i. A
      Phase I
      environmental assessment of part of the Real Estate, specifically the real
      estate commonly known as 2701 & 2801 Kent Ave., West Lafayette, IN 47906,
      revealing no evidence of hazardous substances or hazardous waste on the Real
      Estate.

    


    j. Such
      other documents, instruments or consents as Lender or Lender’s counsel may
      reasonably require.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Schedule
      C

    to

    Regions
      Bank - Bioanalytical Systems, Inc. Loan Agreement

     

    Terms
      of Term Loan

    

      
        	
                Loan
                  Amount:

              	
                One
                  Million Four Hundred Thousand Dollars and No Cents
                  ($1,400,000.00)

              
	 	 
	
                Interest:

              	
                Interest
                  on the Promissory Note will accrue at a floating rate which is
                  equal to
                  250 basis points (2.50%) over the thirty (30) day LIBOR index,
                  as
                  published by The Federal Reserve Board of the United States in
                  the most
                  recent H.15, adjusted every thirty (30) days.

              
	 	 
	
                Maturity
                  Date:

              	
                On
                  or before December 14, 2010

              
	 	 
	
                Payments:

              	
                Commencing
                  on January 14, 2007, and continuing until the Maturity Date, consecutive
                  monthly installments of principal of Eleven Thousand Six Hundred
                  Sixty-Seven Dollars and No Cents ($11,667.00) plus interest on
                  the
                  outstanding balance at the applicable interest rate. On the Maturity
                  Date,
                  the balance, plus accrued interest, then unpaid shall be due and
                  payable
                  immediately. The final payment on the Maturity Date will be a balloon
                  payment in an amount sufficient to repay all remaining indebtedness
                  under
                  the Promissory Note.

              
	 	 
	
                Prepayments:

              	
                Borrower
                  may prepay all or any portion of the principal amount outstanding
                  under
                  the Promissory Note at any time without premium or
                  penalty.

              


      

    

     

     

    
      Note:
        Schedules D, E, E-1, F, G and H are separate documents and are not material
        to
        any understanding of the transaction; and are, therefore, not included in
        this
        exhibit.