AMENDMENT TO EMPLOYMENT
AGREEMENT

     

    THIS
AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment") is made
and entered into this 12th day of January, 2009, (the "Signing Date"), by
and among BIOANALYTICAL SYSTEMS, INC., a corporation organized under the laws of
the State of Indiana ("Company"), and
Richard M. Shepperd ("Employee").

     

    Preliminary
Statements:

     

    A.           Employee
is employed as the chief executive officer of the Company pursuant to an
Employment Agreement entered into May 18, 2007 and continuing in effect until
December 31, 2009 ("May 2007 Agreement").

     

    B.           The
Company and Employee have mutually agreed to amend certain terms and conditions
of the May 2007 Agreement to provide the Company with greater financial
flexibility for the remainder of 2009.  These amended terms and
conditions are set forth below and supersede all terms and conditions in the May
2007 Agreement to the contrary.

     

    In
consideration of the promises and mutual covenants and agreements contained
herein, the parties hereby agree to amend the May 2007 Agreement as
follows:

     

    1.           Salary. The
Employee's base salary will be reduced from $35,000.00 per month to $20,000 per
month for the remainder of the term of the May 2007 Agreement, commencing with
the payroll period beginning January 16, 2009.

     

    2.           Housing
Allowance.  In addition to his salary and other compensation
provided by the May 2007 Agreement, Employee will receive a housing allowance of
$1,000.00 per month for the remainder of his employment by the
Company.

     

    3.           Change in
Control.  As consideration for the adjustment in his monthly
base salary, Employee will receive a payment of $201,600.00 in the event of a
Change in Control of the Company, as defined by Article 5 and Addendum A of the
May 2007 Agreement.  This amount shall be paid within one (1) month of
any such Change in Control and is intended to be in addition to any Terminal Pay
or other compensation that may become due and owing pursuant to Article 5 of the
May 2007 Agreement.

    


    4.           Other
Terms.  Except to the extent specifically superseded above, all
other terms and conditions of the May 2007 Agreement (attached as Exhibit 1) are
intended to remain in effect through December 31, 2009.

     

    
      
         

      

      
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    IN
WITNESS WHEREOF, the Company and the Employee have executed, or caused to be
executed, this Agreement as of the day and year first written
above.

     

    
      
        
          	
                  "COMPANY"

                	
                  "EMPLOYEE"

                
	 
      	 
      
	
                  Bioanalytical
      Systems, Inc.

                	 
      
	 
      	 
      
	
                  By:

                	
                  /s/ Michael R. Cox

                	 
      	
                   /s/ Richard M.
    Shepperd

                
	
                  Michael
      R. Cox

                	
                  Richard
      M. Shepperd

                
	
                  Vice
      President-Finance and

                	 
      
	
                  Chief
      Financial Officer

                	 
      


        

      

    

    


    
      
         

      

      
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