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                                                                    EXHIBIT 10.2

                      As amended by the Board and Shareholders February 27, 2004

                               ANGIODYNAMICS INC.
                               ------------------

                             1997 STOCK OPTION PLAN
                             ----------------------

1.   PURPOSE OF PLAN
     ---------------

The purpose of this 1997 Stock Option Plan (the "Plan") is to assist
AngioDynamics Inc. (the "Company") and its subsidiaries in the continued
employment of key employees, consultants and directors by offering them a
greater stake in the Company's success and a closer identity with it, and to aid
in gaining the services of individuals who would be helpful to the Company and
would contribute to its success.

2.   DEFINITIONS
     -----------

     (a) "Board" means the board of directors of the Company.

     (b) "Code" means the Internal Revenue Code of 1986, as amended.

     (c) "Committee" means the committee described in Paragraph 5.

     (d) "Date of Grant" means the date on which an Option is granted.

     (e) "Exercise Price" means the price per Share that an Optionee must pay in
order to exercise an Option.

     (f) "Incentive Stock Option" shall mean an Option granted under the Plan,
designated at the time of such grant as an Incentive Stock Option (and
qualifying as such under Section 422 of the Code) and containing the terms
specified herein for Incentive Stock Options.

     (g) "Non-Qualified Option" shall mean an Option granted under the Plan, As
amended by the Board and Shareholders February 27, 2004 designated at the time
of such grant as a Non-Qualified Option and containing the terms

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                      As amended by the Board and Shareholders February 27, 2004

specified herein for Non-Qualified Options.

     (h) "Option" means any stock Option granted under the Plan and described
either in Paragraph 3(a) or 3(b).

     (i) "Option Agreement" shall have the meaning set forth in Paragraph 7.

     (j) "Optionee" means a person to whom an Option has been granted under the
Plan, which Option has not been exercised and has not expired or terminated.

     (k) "Shares" means shares of Class B Non-Voting Common Stock of the
Company.

     (l) "Ten Percent Shareholder" means a person who on the Date of the Grant
owns, either directly or within the meaning of the attribution rules contained
in Section 425(d) of the Code, stock possessing more than ten percent of the
total combined voting power of all classes of stock of his or her employer
corporation or of its parent or subsidiary corporations, as defined respectively
in Sections 425(e) and (f) of the Code.

     (m) "Value" means on any given date, the closing price of the Shares as
reported by NASDAQ, or if listed on a national exchange, the closing price of
the Shares on such exchange on such date, or if not so reported or listed, the
fair market value of the Shares as determined by the Company in good faith.

3.   RIGHTS TO BE GRANTED
     --------------------

     Rights that may be granted under the Plan are:

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                      As amended by the Board and Shareholders February 27, 2004

     (a) Incentive Stock Options, that give the Optionee the right for a
specified time period to purchase a specified number of Shares at an Exercise
Price not less than that specified in Paragraph 7(a).

     (b) Non-Qualified Options, that give the Optionee the right for a specified
time period to purchase a specified number of Shares at an Exercise Price not
less than that specified in Paragraph 7(a).

4.   STOCK SUBJECT TO PLAN
     ---------------------

     The maximum number of Shares that may be issued under the Plan is
One-Hundred-Thirty-Six and Four-Tenths (136.4) Shares, subject to adjustment
pursuant to the provisions of Paragraph 10. If an Option terminates without
having been exercised in whole or part, other Options may be granted covering
the Shares as to which the Option was not exercised. Notwithstanding anything
contained in the Plan to the contrary, no recipient of Options may be granted
Options to purchase in excess of thirty-five percent (35%) of the maximum number
of Shares authorized to be issued under the Plan.

5.   ADMINISTRATION OF PLAN
     ----------------------

     The grant of options under this Plan shall be approved by the Company's
Board of Directors or a committee of the Board of Directors composed solely of
two or more Non-Employee Directors (as that term is defined in Rule 16b-3 under
the Securities Exchange Act of 1934, as amended) and any determination regarding
the terms of such Options or any other determination regarding such Options
shall be made by the Board of Directors or

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                      As amended by the Board and Shareholders February 27, 2004

such committee.

6.   GRANTING OF OPTIONS
     -------------------

     (a) Subject to Section 7, hereof the Company may, from time to time,
designate: the key employees, consultants and directors of the Company to whom
Options may be granted; the number of Shares covered by an Option; the relevant
Exercise Price of an Option; the vesting provisions of the Option; and the term
of an option.

     (b) An Incentive Stock Option shall not be granted to a director of the
Company unless, as of the Date of Grant, such director is also an officer or key
employee of the Company.

     (c) An Incentive Stock Option shall not be granted to a Ten Percent
Shareholder except on such terms concerning the Exercise Price and period of
exercise as are provided in Paragraph 7 with respect to such a person.

7.   OPTIONS AGREEMENTS AND TERMS
     ----------------------------

     Each Option shall be granted within 10 years of the date on which the Plan
is adopted by the Board or the date the Plan is approved by the shareholders of
the Company, whichever is earlier, and shall be evidenced by an option agreement
that shall be executed on behalf of the Company and by the respective Optionee
("Option Agreement"). The terms of each Option Agreement shall be consistent
with the following:

     (a) Exercise Price. The Exercise Price per Share shall not be less than 100
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percent of the Value of the Shares on the Date of Grant; provided that with
respect to any

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                      As amended by the Board and Shareholders February 27, 2004

Incentive Stock Options granted to a Ten Percent Shareholder, the Exercise Price
per Share shall not be less than 110 percent of the Value of the Shares on the
Date of Grant.

     (b) Restriction on Transferability. No Option granted hereunder shall be
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pledged, hypothecated, charged, transferred, assigned or otherwise encumbered or
disposed of by the Optionee, whether voluntarily or by operation of law,
otherwise than by will or the laws of descent and distribution, and any attempt
to do so will cause such Option to be null and void. During the lifetime of the
Optionee, an Option shall be exercisable only by Optionee, and upon the death of
an Optionee the person to whom the rights shall have passed by will or by the
laws of descent and distribution may exercise any Option in accordance with the
provisions of Paragraph 7(e).

     (c) Payment. Full payment for Shares purchased upon the exercise of an
         -------
Option shall be made in cash or by surrendering Shares that have been owned by
the Optionee for at least six months and that have an aggregate Value equal to
the aggregate Exercise Price, or by delivering a combination of such Shares and
cash. Upon the exercise of an Option, the Company shall have the right to
require the Optionee to remit to the Company, in cash and/or through the
retention of Shares acquired upon the exercise, an amount sufficient to satisfy
all federal, state and local withholding tax requirements prior to the delivery
by the Company of any certificate for Shares. Upon the exercise of the Option,
if the Company approves in its sole discretion or if a registered initial public
offering of equity securities of the Company has occurred, the Optionee may
elect to have the Company satisfy all or part of "the employer's minimum
statutory withholding" obligation (within the meaning of Question 15(c) of FASB
Interpretation No. 44) through the retention of whole

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                      As amended by the Board and Shareholders February 27, 2004

Shares acquired upon the exercise of such Option having a Value on the exercise
date equal to the withholding obligation or part thereof in question.

     (d) Issuance of Certificates. Upon payment of the Exercise Price, a
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certificate for the number of Shares shall be delivered to such Optionee by the
Company. If listed on a national securities exchange, or reported on NASDAQ, the
Company shall not be obligated to deliver any certificates for Shares until
(A)(i) such Shares have been listed (or authorized for listing upon official
notice of issuance) on each securities exchange upon which outstanding Shares of
such class at the time are listed or (ii) if such outstanding Shares are quoted
on NASDAQ, such Shares have been approved for quotation thereon and (B) there
has been compliance with such laws or regulations as the Company may deem
applicable. The Company shall use its reasonable efforts to effect such listing
or reporting and compliance.

     (e) Periods of Exercise of Options. An Option shall be exercisable in whole
         ------------------------------
or in part at such time as may be stated in the Option Agreement, provided that:

     (i) an Incentive Stock Option granted to a Ten Percent Shareholder shall in
no event be exercisable after 5 years from the Date of Grant, and all other
Options shall in no event be exercisable after 10 years from the Date of Grant;

     (ii) Incentive Stock Options shall be subject to the limitation set forth
in Paragraph 8;

     (iii) if an Optionee ceases to be employed by the Company for any reason
other than death or disability, an Incentive Stock Option or a Non-Qualified
Option shall not be exercisable by such Optionee after three months from the
date the Optionee ceases to be employed by the Company; provided, however, that
if an Optionee's employment or other

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                      As amended by the Board and Shareholders February 27, 2004

relationship with the Company is terminated by the Company for cause, then an
Incentive Stock Option or Non-Qualified Stock Option shall not be exercisable by
such Optionee after the time of such termination;

     (iv) if an Optionee ceases to be employed by the Company due to disability,
an Incentive Stock Option or Non-Qualified Option shall not be exercisable by
such Optionee after one year from the date the Optionee ceases to be employed by
the Company, and;

     (v) if an Optionee ceases to be employed by the Company due to death, an
Incentive Stock Option or Non-Qualified Stock Option granted to such Optionee
shall not be exercisable after one year from the date of death of such Optionee;
provided that in such event, the person to whom the rights of the Optionee shall
have passed by will or by the laws of descent and distribution may exercise any
of the decedent's Options to the extent determined by the Company in its
discretion, even if the date of exercise is within any time period prescribed by
the Plan before or after which such Option shall not be exercisable.

     (f) Date of Exercise. The date of exercise of an Option shall be the date
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on which written notice of exercise is hand delivered or telecopied to the
Company, attention: Comptroller; provided that the Company shall not be obliged
to deliver any certificates for Shares pursuant to the exercise of an Option
until the Optionee shall have made full payment for such Shares in accordance
with Section 7(c). Each such exercise shall be irrevocable when given. Each
notice of exercise must state whether the Optionee is exercising an Incentive
Stock Option or a Non-Qualified Option and must include a statement of
preference or election as to the manner in which payment to the Company shall be
made (Shares or cash or a combination of Shares and cash).

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                      As amended by the Board and Shareholders February 27, 2004

     (g) Termination of Status and Related Matters. For the purposes of the
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Plan: (i) a transfer of an employee between two employers, each of which is a
company considered to be either a parent of the Company within the meaning of
Section 424(e) of the Code or a subsidiary of the Company within the meaning of
Section 424(f) of the Code, shall not be deemed a termination of employment,
(ii) employees of E-Z-EM, Inc. shall be deemed to be employees of the Company,
and employment by E-Z-EM, Inc. shall be deemed to be employment by the Company,
and (iii) service as a consultant or director of the Company shall be deemed to
be employment by the Company; provided that the foregoing clauses (ii) and (iii)
shall apply to Incentive Stock Options only if and to the extent permitted by
the Code.

     (h) No Relation Between Incentive Stock Options and Non-Qualified Options.
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The grant, exercise, termination or expiration of any Incentive Stock Option
granted to an Optionee shall have no effect upon any Non-Qualified Option held
by such Optionee, nor shall the grant, exercise, termination or expiration of
any Non-Qualified Option granted to an Optionee have any effect upon any
Incentive Stock Option held by such Optionee.

8.   LIMITATION ON EXERCISE OF INCENTIVE STOCK OPTIONS
     -------------------------------------------------

     The aggregate fair market value (determined as of the time Incentive Stock
Options are granted) of the Shares with respect to which Incentive Stock Options
are exercisable for the first time by an Optionee during any calendar year under
the Plan (and any other plan of his or her employer corporation and its parent
and subsidiary corporations, as defined respectively in Sections 424(e) and (f)
of the Code), shall not exceed $100,000.

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                      As amended by the Board and Shareholders February 27, 2004

9.   RIGHTS AS STOCKHOLDERS
     ----------------------

     An Optionee shall have no rights as a stockholder with respect to any
Shares covered by his or her Options until the date of issuance of a stock
certificate to him or her for such Shares.

10.  CHANGES IN CAPITALIZATION
     -------------------------

     In the event of a stock dividend, stock split, recapitalization,
reclassification of shares, combination, subdivision, issuance of rights to all
stockholders, or other similar corporate change, the Company shall make such
adjustment in the aggregate number and class of Shares that may be issued under
the Plan, and the number and class of Shares subject to, and the Exercise Price
of, each then-outstanding Option, as it, in its sole and absolute discretion,
deems appropriate.

11.  MERGERS, DISPOSITIONS AND CERTAIN OTHER TRANSACTIONS
     ----------------------------------------------------

     If during the term of any Option the Company shall be merged into or
consolidated with or otherwise combined with another person or entity, or
substantially all of the property or stock of the Company is acquired by another
person or entity, or there is a divisive reorganization, spin-off or liquidation
or partial liquidation of the Company, the Company may choose to take no action
with regard to the Options outstanding or to take any of the following courses
of action:

     (a) The Company may provide in any agreement with respect to any such
merger,

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                      As amended by the Board and Shareholders February 27, 2004

consolidation, combination or acquisition that the surviving, new or
acquiring corporation shall grant Options to the Optionees to acquire shares in
such corporation with respect to which the excess of the fair market value of
the shares of such corporation immediately after the consummation of such
merger, consolidation, combination or acquisition over the Exercise Price, shall
not be greater than the excess of the Value of the Shares over the Exercise
Price of the Options, immediately prior to the consummation of such merger,
consolidation, combination or acquisition; or

     (b) The Company may take such other action as the Board shall determine to
be reasonable under the circumstances in order to permit Optionees to realize
the value of rights granted to them under the Plan.

12.  PLAN NOT TO AFFECT EMPLOYMENT
     -----------------------------

     Neither the Plan nor any Option shall confer upon any employee of the
Company any right to continue in the employment of the Company.

13.  INTERPRETATION
     --------------

     The Company shall have the power to interpret the Plan and to make and
amend rules for putting it into effect and administering it. It is intended that
the Incentive Stock Options shall constitute incentive stock options within the
meaning of Section 422 of the Code, that the Non-Qualified Options shall
constitute property subject to U.S. Federal income tax at exercise pursuant to
the provisions of Section 83 of the Code and that the Plan shall qualify for the
exemption available under the Rule. The provisions of the Plan shall be
interpreted and applied insofar as possible to carry out such intent.

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                      As amended by the Board and Shareholders February 27, 2004

14.  AMENDMENTS
     ----------

     The Plan may be amended by the Board. No outstanding Option shall be
affected by any such amendment that adversely affects the Option without the
written consent of the Optionee or other person then entitled to exercise such
Option.

15.  SECURITIES LAWS
     ---------------

     The Company shall have the power to make each grant under the Plan subject
to such conditions as it deems necessary or appropriate to comply with the then
existing rules and regulations of the Securities and Exchange Commission.

16.  EFFECTIVE DATE AND TERM OF PLAN
     -------------------------------

     The Plan shall become effective on the date the Plan is adopted by the
Board, and shall expire on the date that is ten years after the date on which
the Plan is adopted by the Board unless sooner terminated by the Board. No
Options may be granted under the Plan on or after the date on which it expires
or is terminated, but the Plan shall continue in effect on and after that date
with respect to any Options that were granted under the Plan before that date
and that remain outstanding after that date, until such Options are exercised,
forfeited or expire.

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                      As amended by the Board and Shareholders February 27, 2004

17.  GOVERNING LAW
     -------------

     The Plan and all matters to which reference is made herein shall be
governed by and interpreted in accordance with the laws of the State of
Delaware.

                                              By order of the Board of Directors

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