Unassociated Document


    AMENDMENT
TO

    LOAN
AND SECURITY AGREEMENT

    


    This
Amendment ("Amendment")
to Loan and Security Agreement is dated May 13, 2010, and entered into by
and between Entrepreneur Growth Capital LLC ("Lender"), and Bioanalytical
Systems, Inc. ("Borrower").

    


    WHEREAS, Lender and Borrower
have entered into a Loan and Security Agreement, as may have been amended from
time to time (the "Loan
Agreement") dated on or about January 11, 2010; and

    


    WHEREAS, Borrower has failed
to meet the tangible net worth covenant and has requested that Lender waive
compliance and to also permanently re-set the tangible net worth covenant for
future periods; and

    


    WHEREAS, Lender has agreed to
waive Borrower's compliance to meet the tangible net worth covenant and to also
permanently re-set the tangible net worth covenant for future
periods.

    


    NOW, THEREFORE, in
consideration of the mutual conditions and agreements set forth in the Loan
Agreement and this Amendment, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties, intending
to be legally bound, hereby agree as follows:

    


    


    I.           DEFINITIONS

    


    A.         
Definitions.
Capitalized terms used in this Amendment, to the extent not otherwise defined
herein, shall have the same meanings as in the Loan Agreement, as amended
hereby.

    


    


    II.
AMENDMENTS AND AGREEMENTS

    


    A.         
Amendment to Section
4.15, Net Worth Covenant. Section 4.15 shall be, and the same is hereby
amended by re-stating the tangible net worth covenant to be not less than
$9,000,000.00.

    


    B.           Waiver. Lender hereby
waives Borrower's compliance with the tangible net worth covenant for all
periods up to and including the date of this Amendment.

    
      
        
        

      

      
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    III.
MISCELLANEOUS

    


    A.           Conditions,. The
effectiveness of this Amendment is subject to the satisfaction of the following
conditions precedent (unless specifically waived in writing by
Lender):

    


    
      	
               
      

            	
              (i)

            	
              there
      shall have occurred no material adverse change in the business,
      operations, financial conditions, profits or prospects, or in the
      Collateral of the Borrower;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Borrower
      shall have executed and delivered such other documents and instruments as
      Lender may require;

            
	 	 	 
	 	(iii)	Borrower
      shall have paid Lender a fee in the amount of $15,000.00 as consideration
      for the consent and execution of the Amendment. Lender has agreed to
      accept the accommodation fee in five (5) weekly installments of
      $3,000/week. Borrower hereby authorizes Lender to automatically charge
      Borrower's loan account the sum of $3,000.00 each Monday, commencing
      Monday May 17, 2010, until the accommodation fee is paid in
  full.
	 	 	 
	 	(iv)	all
      corporate proceedings taken in connection with the transactions
      contemplated by this Amendment and all documents, instruments and other
      legal matters incident thereto shall be satisfactory to Lender and its
      legal counsel.
	 	 	 


    

    B.         
Ratification.
The terms and provisions set forth in this Amendment shall modify and supersede
all inconsistent terms and provisions set forth in the Loan Agreement and,
except as expressly modified and superseded by this Amendment, the terms and
provisions of the Loan Agreement, are ratified and confirmed and shall continue
in full force and effect.

    


    C.         
Corporate
Action. The execution, delivery and performance of this Amendment have
been authorized by all requisite corporate action on the part of Borrower and
will not violate the Articles of Incorporation or Bylaws of
Borrower.

    


    D.         
Severability.
Any provision of this Amendment held by a court of competent jurisdiction to be
invalid or unenforceable shall not impair or invalidate the remainder of this
Amendment and the effect thereof shall be confined to the provision so held to
be invalid or unenforceable.

    


    E.          
Successors and
Assigns. This Amendment is binding upon and shall inure to the benefit of
Lender and Borrower and their respective successors and assigns.

    
      
        
        

      

      
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    F.         
Counterparts.
This Amendment may be executed in one or more counterparts, each of which when
so executed shall be deemed to be an original, but all of which when taken
together shall constitute one and the same instrument. An executed facsimile of
this Amendment shall be deemed to be a valid and binding agreement between the
parties hereto.

    


    


    IN WITNESS WHEREOF, the
parties have executed this Amendment on the date first above
written.

    
      
        	 	 	 
	 	 	 
	 	
                ENTREPRENEUR
      GROWTH CAPITAL LLC, 

                as
      Lender

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Charles
      L. Bert	 
	 	 	Name:
      Charles L. Bert	 
	 	 	Title:
      Vice President	 
	 	 	 	 


      

    

     

    
      
        
          	 	 	 
	 	 	 
	 	
                  BIOANALYTICAL
      SYSTEMS, INC., 

                  as
      Borrower

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Michael
      R. Cox	 
	 	 	Name:
      Michael R. Cox	 
	 	 	Title:
      Vice President - Finance	 
	 	 	 	 


        

      

       

    

    
      
        
        

      

      
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