Exhibit 10.2






BIOANALYTICAL SYSTEMS, INC.



EMPLOYEE INCENTIVE STOCK OPTION AGREEMENT






        THIS AGREEMENT, made this 1st
day of April, 2004, 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 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 25,000 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
$4.58 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 two 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 installment becoming
exercisable on the third anniversary date. 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.




	












ATTEST:







	
“COMPANY”



BIOANALYTICAL SYSTEMS, INC.







By:  





“GRANTEE”







By: