Exhibit 10.6 - Bioanalytical Systems, Inc.




BIOANALYTICAL SYSTEMS, INC. 




OUTSIDE DIRECTOR STOCK OPTION AGREEMENT






        THIS AGREEMENT, made this ____
day of June, 2003, by and between Bioanalytical Systems, Inc., an Indiana
corporation with its principal office at 2701 Kent Avenue, West Lafayette,
Indiana 47906 (hereinafter called the “Company”), and
____________, residing at _________________________, (hereinafter called the
“Grantee”, pursuant to the terms, conditions and
limitations contained in the 1997 Bioanalytical Systems, Inc. Outside Director
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 Director, 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 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            shares (hereinafter called
“Subject Shares”) of the presently authorized but
unissued, or treasury, Common Shares of the Company (hereinafter called the
“Common Shares”), granted on _________, 2003 at a
purchase price of $_______ per share, exercisable in whole or in part from time
to time, subject to the limitation that the options represented by this
Agreement shall be exercisable in four equal installments as set forth in
Section 6(e) of the Plan. 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 in cash, by certified check or by bank cashier’s check, through the
tender to the Company of Common Shares of the Company or through the withholding
of Common Shares of the Company that are subject to the option, of the aggregate
option price of such number of shares. The fair market value of any Common
Shares surrendered or withheld shall be determined by the Company’s
Director Stock Option Committee (the “Committee”) in the
same manner in which the Committee establishes option prices, as provided in
Section 6(c) of the Plan. 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 of 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 6(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 or restriction
upon such rights as the Company would otherwise have to terminate a person as a
director 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 47906, 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, if and when enclosed in a properly sealed
envelope or wrapper addressed as aforesaid, postage prepaid, and deposited in
the United States mail.



        9.        
The interpretation by the Stock Option Plan Committee, appointed by the
Company’s Board of Directors, of 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, and any Common Shares which may be acquired hereby, are being
acquired by the Grantee for investment only and not for resale. Neither this
option nor the Subject Shares have been registered under the Securities Act of
1933 or any state securities law. None of the Subject Shares may be sold,
transferred, pledged, or hypothecated unless first registered under such laws,
or unless counsel for the Company has given an opinion that registration under
such laws is not required, and the Grantee agrees to the placement of a legend
to that effect upon any certificates evidencing Common Shares acquired by him
through the exercise of the option granted hereby.










- 2 -





        11.        
This Option Agreement shall be governed by the laws of the State of
Indiana.



        12.        
This Option Agreement shall not be amended or modified except in writing signed
by both parties hereto.




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




	




















ATTEST:







	
“COMPANY”



BIOANALYTICAL SYSTEMS, INC.







By:  















“GRANTEE”







By:  














- 3 -