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                                                                    Exhibit 10.4

                         QUATRX PHARMACEUTICALS COMPANY
                            STOCK OPTION GRANT NOTICE

     You have been granted the following option to purchase the number of shares
of Common Stock of QUATRX PHARMACEUTICALS COMPANY (the "Company") indicated
below pursuant to the Company's 2000 Equity Incentive Plan:

Name of Optionee: ____________________

Total Number of Shares Granted: __________

Type of Option:    [ ]   Incentive Stock Option

                   [ ]   Nonqualified Stock Option

Exercise Price
per Share:         $__________

Date of Grant:     ______________________

Vesting Schedule:  Subject to the provisions of this Agreement providing for the
                   vesting or termination of the option upon the occurrence of
                   specified events or times, the option will vest and become
                   exercisable in accordance with the following schedule:
                   ____________________________.

Expiration Date:   _________________________

By your signature and the signature of the Company's representative below, you
and the Company agree that this option is granted under and governed by the
terms and conditions of the Stock Option Grant Agreement attached to and made a
part of this document.

OPTIONEE:                               QUATRX PHARMACEUTICALS COMPANY


                                        By:
-------------------------------------       ------------------------------------
PRINT NAME:
DATE:                                   Its:
                                             -----------------------------------

THE OPTION GRANTED PURSUANT TO THIS AGREEMENT AND THE SHARES ISSUABLE UPON
EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE
TRANSFERRED UNLESS THEY ARE FIRST REGISTERD UNDER ALL SUCH APPLICABLE ACTS OR
THE COMPANY RECEIVES AN OPINION OF COUNSEL, SATISFACTORY IN FORM AND SUBSTANCE
TO THE COMPANY AND ITS COUNSEL, THAT SUCH TRANSFER MAY BE MADE WITHOUT
REGISTRATION.

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                         QUATRX PHARMACEUTICALS COMPANY
                          STOCK OPTION GRANT AGREEMENT

     This Stock Option Grant Agreement is made by and between Quatrx
Pharmaceuticals Company, a Delaware Corporation, and the Optionee whose name
appears on the Grant Notice to which this Agreement is attached.

     1. DEFINITIONS AND TERMS. Capitalized terms used in this Stock Option Grant
Agreement shall have the meanings set forth in Appendix A. The parties agree and
acknowledge that the Grant Notice is part of and incorporated into this
Agreement.

     2. GRANT OF OPTION AND VESTING. The Company hereby grants to Optionee, as
of the Grant Date shown, an option to purchase up to the number of shares of the
common stock of the Company specified in the Grant Notice. Unless this option is
terminated, or vesting is accelerated, in accordance with the express provisions
of this agreement, the Option Shares will vest in accordance with the Vesting
Schedule. From and after the vesting of the option, Optionee may purchase the
Option Shares at the Exercise Price from time to time prior to the Expiration
Date or earlier termination of this option in accordance with this Agreement.

     3. TERM OF OPTION. Except to the extent otherwise expressly provided in
this Agreement, this option shall expire on the Expiration Date.

     4. EXERCISE OF OPTION.

     (a) Restrictions. This option may not be exercised for fractional shares.
This option may not be exercised for less than 100 shares at any time, provided
that such minimum number will not prevent Optionee from exercising this option
for the full number of Option Shares for which it is then exercisable.

     (b) Manner of Exercise. To exercise this option with respect to all or any
part of the Option Shares for which this option is then exercisable, Optionee
(or any other person or persons exercising the option) must take the following
actions:

          (i) Optionee or Optionee's representative shall deliver to the Company
     a Notice of Exercise. If the option is exercised by a representative of
     Optionee, the notice shall be accompanied by proof (satisfactory to the
     Company) of the representative's right to exercise this option.

          (ii) Optionee or Optionee's representative shall deliver to the
     Company, at the time of giving the notice, payment in a form permissible
     under Section 5 for the aggregate Exercise Price for the Option Shares
     acquired.

     5. PAYMENT FOR OPTION SHARES. Payment of the Exercise Price for Option
Shares, and withholding taxes due thereon, may be made in one or more of the
following manners:

     (a) Manner of Payment. Payment of the Exercise Price for Option Shares, and
withholding taxes due thereon, may be made in one or more of the following
manners:

          (i) All or any part of the aggregate Exercise Price and applicable
withholding taxes may be paid in cash or cash equivalents delivered together
with the Notice of Exercise.

          (ii) All or any part of the aggregate Exercise Price and applicable
withholding taxes may be paid by surrendering, or attesting to the ownership of,
shares of the Company that

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are already owned by Optionee. Such shares shall be surrendered to the Company
in good form for transfer and shall be valued at their Fair Market Value on the
date when this option is exercised. Optionee shall not surrender, or attest to
the ownership of, shares in payment of the Purchase Price if such action would
cause the Company to recognize compensation expense (or additional compensation
expense) with respect to this option for financial reporting purposes.

          (iii) All or any part of the aggregate Exercise Price and applicable
withholding taxes may be paid through a special sale and remittance procedure
pursuant to which Optionee (or any other person or persons exercising the
option) shall concurrently provide irrevocable instructions (a) to a brokerage
firm approved by the Company to effect the immediate sale of the purchased
Option Shares and remit to the Company, out of the sale proceeds available on
the settlement date, sufficient funds to cover the aggregate Exercise Price
payable for the purchased Option Shares plus all applicable Federal, state and
local income and employment taxes required to be withheld by the Company by
reason of such exercise and (b) to the Company to deliver the certificates for
the purchased Option Shares directly to such brokerage firm in order to complete
the sale.

          (iv) All or any part of the aggregate Exercise Price and applicable
withholding taxes may be paid by the delivery (on a form approved by the
Company) of an irrevocable direction (a) to pledge Option Shares to a securities
broker or lender approved by the Company, as security for a loan, and to deliver
all or part of the loan proceeds to the Company and (b) to the Company to
deliver the certificates for the purchased Option Shares directly to such
brokerage firm in order to complete the transaction.

          (v) Notwithstanding the foregoing, the Company shall not be required
to permit any part of the aggregate Exercise Price or applicable withholding
taxes to be paid by any of the foregoing methods to the extent that such method
would be impermissible under or would violate applicable law and regulations, as
the same now exists or may hereafter be amended.

     (b) Withholding Taxes. In the event that the Company determines that it is
required to withhold any tax as a result of the exercise of this option,
Optionee, as a condition to the exercise of this option, shall make arrangements
satisfactory to the Company to enable it to satisfy all withholding
requirements, including in one or more of the manners set forth above. Optionee
shall also make arrangements satisfactory to the Company to enable it to satisfy
any withholding requirements that may arise in connection with the acquisition
or disposition of Option Shares purchased by exercising this option.

     6. TERMINATION OF SERVICE. The option term specified in Section 3 shall
terminate (and this option shall cease to be outstanding) prior to the
Expiration Date should any of the following provisions become applicable:

     (a) Termination Generally. If Optionee's Service is Terminated for any
reason except death, Disability or for Cause, then Optionee may exercise the
option, only to the extent that the option has vested and is exercisable upon
the Termination Date, and no later than three (3) months after the Termination
Date (or within such shorter time period, not less than thirty (30) days, or
within such longer time period, not exceeding five (5) years, after the
Termination Date as may be determined by the Committee, with any exercise beyond
three (3) months after the Termination Date deemed to be a Nonqualified Option)
but in any event, no later than the expiration date of this option.


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     (b) Leave. In the case of any Optionee on (i) sick leave, (ii) military
leave or (iii) on an approved leave of absence, the Committee may make such
provisions as it may deem appropriate respecting suspension of vesting of this
option while leave continues, except that in no event may an Option be exercised
after the expiration of the term set forth in this Agreement.

     (c) Termination on Death or Disability. If Optionee is Terminated because
of Optionee's death or Disability (or Optionee dies within three (3) months
after a Termination other than because of Optionee's Disability or Cause), then
the option may be exercised only to the extent the option has vested and is
exercisable on the Termination Date, and must be exercised by Optionee (or
Optionee's legal representative or designated beneficiary) no later than twelve
(12) months after the Termination Date (or within such shorter time period, not
less than six (6) months, or within such longer time period, not exceeding five
(5) years, after the Termination Date as may be determined by the Committee,
with any exercise beyond (x) three (3) months after the Termination Date when
the Termination is for any reason other than Optionee's death or disability,
within the meaning of Section 22(e)(3) of the Code, or (y) twelve (12) months
after the Termination Date when the Termination is for Optionee's disability,
within the meaning of Section 22(e)(3) of the Code, deemed to be a Nonqualified
Option) but in any event no later than the expiration date of this option.

     (d) Termination for Cause. If Optionee is terminated for Cause, then this
option shall expire on Optionee's Termination Date, or if the Committee
otherwise provides in its sole discretion, at such later time and on such
conditions as are determined by the Committee.

     7. CORPORATE TRANSACTIONS. In the event that the Company engages in a
Corporate Transaction at any time prior to the expiration or exercise in full of
the option granted hereunder:

     (a) Assumption. This option may be assumed, converted or replaced by the
successor corporation (if any) or Parent thereof, which assumption, conversion
or replacement will be binding on Optionee. If this option is assumed in
connection with a Corporate Transaction, then this option shall be appropriately
adjusted, immediately after such Corporate Transaction, to apply to the number
and class of securities which would have been issuable to Optionee upon
consummation of the Corporate Transaction had the option been exercised
immediately prior to such Corporate Transaction, and appropriate adjustments
shall also be made to the Exercise Price, provided the aggregate Exercise Price
shall remain the same.

     (b) Substitution. The successor corporation may substitute equivalent
options or provide alternative value to Optionee with a value substantially
equivalent to that provided to the Company's shareholders in the Corporate
Transaction (after taking into account the existing provisions of this option,
including but not limited to the Exercise Price and the Vesting Schedule).

     (c) Acceleration of Vesting. In the event the successor corporation (if
any) refuses to assume or substitute options or other consideration in
connection with the Corporate Transaction, as provided above, or if there is no
successor corporation, then notwithstanding any other provision in this
Agreement to the contrary, any unvested portion of this option shall
automatically vest in full so that, immediately prior to the effective date of
the Corporate Transaction, this option will become fully exercisable for all of
the Option Shares and may be exercised for any or all of the Option Shares as
fully-vested shares of Common Stock.


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     (d) Termination of Option. Immediately following the effective time of the
Corporate Transaction, this option shall terminate and cease to be outstanding,
except to the extent assumed by the successor corporation (or Parent thereof) in
connection with the Corporate Transaction.

     (e) No Restrictions on Corporate Transactions. This Agreement shall not in
any way affect the right of the Company to engage in a Corporate Transaction, to
adjust, reclassify, reorganize or otherwise change its capital or business
structure or to sell or transfer any part of its business or assets.

     8. ADJUSTMENT OF SHARES COVERED BY OPTION. Should any change be made to the
Common Stock by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Company's receipt of
consideration, appropriate adjustments shall be made to (i) the total number
and/or class of securities subject to this option and (ii) the Exercise Price in
order to reflect such change and thereby preclude a dilution or enlargement of
benefits hereunder. In no event shall any such adjustments be made in connection
with the conversion of the Company's preferred stock or warrants into shares of
Common Stock.

     9. ISSUANCE OF CERTIFICATES. As soon as practical after the Exercise Date,
the Company shall issue to or on behalf of Optionee (or any other person or
persons exercising this option) a certificate for the purchased Option Shares,
with the appropriate legends affixed thereto.

     10. RIGHTS AS SHAREHOLDER. The holder of this option shall not have any
stockholder rights with respect to the Option Shares until such person shall
have exercised the option, paid the Exercise Price and become the holder of
record of the purchased Option Shares.

     11. ADDITIONAL PROVISIONS FOR INCENTIVE STOCK OPTIONS. In the event this
option is designated an Incentive Option in the Grant Notice, the following
terms and conditions shall also apply to the grant:

     (a) Time Limitations. This option shall cease to qualify for favorable tax
treatment as an Incentive Option if (and to the extent) this option is exercised
for one or more Option Shares: (i) more than three (3) months after the date
Optionee ceases to be an Employee for any reason other than death or Disability
or (ii) more than twelve (12) months after the date Optionee ceases to be an
Employee by reason of Disability.

     (b) Volume Limitations. This option shall not become exercisable in the
calendar year in which granted if (and to the extent) the aggregate Fair Market
Value (determined at the Grant Date) of the Common Stock for which this option
would otherwise first become exercisable in such calendar year would, when added
to the aggregate value (determined as of the respective date or dates of grant)
of the Common Stock and any other securities for which one or more other
Incentive Options granted to Optionee prior to the Grant Date (whether under the
Plan or any other option plan of the Company or any Parent or Subsidiary) first
become exercisable during the same calendar year, exceed One Hundred Thousand
Dollars ($100,000) in the aggregate. To the extent the exercisability of this
option is deferred by reason of the foregoing limitation, the deferred portion
shall become exercisable in the first calendar year or years thereafter in which
the One Hundred Thousand Dollar ($100,000) limitation of this Section 11(b)
would not be contravened, but such deferral shall in all events end immediately
prior to the


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effective date of a Corporate Transaction in which this option is not to be
assumed, whereupon the option shall become immediately exercisable as a
Nonqualified Option for the deferred portion of the Option Shares.

     (c) Order of Application. Should Optionee hold, in addition to this option,
one or more other options to purchase Common Stock which become exercisable for
the first time in the same calendar year as this option, then the foregoing
limitations on the exercisability of such options as Incentive Options shall be
applied on the basis of the order in which such options are granted.

     12.  RESTRICTIONS ON TRANSFER.

     (a) Restrictions on Transfer of Option. This option, and any interest
herein, is not transferable or assignable by Optionee, and may not be made
subject to execution, attachment or similar process, otherwise than by will or
by the laws of descent and distribution. During the lifetime of Optionee this
option will be exercisable only by Optionee or his or her designated
representative acting on Optionee's behalf, and only Optionee or such designated
representative may make any elections with respect to this option. Optionee may,
by written notice to the Committee, designate a beneficiary (which may be a
person or a trust) to exercise the rights of Optionee upon the death of
Optionee. A beneficiary, guardian, legal representative or other person claiming
any rights under this option from or through Optionee shall be subject to all
terms and conditions of the Plan and this Agreement applicable to Optionee.

     (b) Securities Law Restrictions. Regardless of whether the offering and
sale of Option Shares have been registered under the Securities Act or have been
registered or qualified under the securities laws of any state, the Company at
its discretion may impose restrictions upon the sale, pledge or other transfer
of such Option Shares (including the placement of appropriate legends on stock
certificates or the imposition of stop-transfer instructions) if, in the
judgment of the Company, such restrictions are necessary or desirable in order
to achieve compliance with the Securities Act, the securities laws of any state
or any other law. Notwithstanding any other provision in this Agreement or the
Plan, the Company will have no obligation to issue or deliver certificates for
Option Shares prior to (i) obtaining any approvals from governmental agencies
that the Company determines are necessary or advisable, and/or (ii) compliance
with any exemption or completion of any registration or other qualification of
such Option Shares under any state or federal law or ruling of any governmental
body that the Company determines to be necessary or advisable. The Company will
be under no obligation to register the Option Shares with the SEC or to effect
compliance with the exemption, registration, qualification or listing
requirements of any state securities laws, stock exchange or automated quotation
system, or take any other steps as may be necessary to enable the Option Shares
to be offered and sold or resold under federal or other securities laws, and the
Company will have no liability for any inability or failure to do so.

     (c) Investment Intent at Grant. Optionee represents and agrees that this
option and the Option Shares to be acquired upon exercising this option are or
will be acquired for investment, and not with a view to the sale or distribution
thereof.

     (d) Investment Intent at Exercise. In the event that the sale of Option
Shares is not registered under the Securities Act but an exemption is available
which requires an investment representation or other representation, Optionee
shall represent and agree at the time of exercise that the Option Shares being
acquired upon exercising this option are being acquired for


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investment, and not with a view to the sale or distribution thereof, and shall
make such other representations as are deemed necessary or appropriate by the
Company and its counsel.

     (e) Legends. All certificates evidencing Option Shares shall bear the
following legend:

     THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
     ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD,
     PLEDGED, OR OTHERWISE TRANSFERRED UNLESS THEY ARE FIRST REGISTERED UNDER
     ALL SUCH APPLICABLE ACTS OR THE COMPANY RECEIVES AN OPINION OF COUNSEL,
     SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY AND ITS COUNSEL, THAT
     SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION.

     (f) Removal of Legends. If, in the opinion of the Company and its counsel,
any legend placed on a stock certificate representing Option Shares is no longer
required, the holder of such certificate shall be entitled to exchange such
certificate for a certificate representing the same number of Option Shares but
without such legend.

     (g) Administration. Any determination by the Company and its counsel in
connection with any of the matters set forth in this Section 12 shall be
conclusive and binding on Optionee and all other persons.


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                                   APPENDIX A

The following definitions shall be in effect under the Agreement:

     A. 1934 Act means the Securities Exchange Act of 1934, as amended.

     B. Agreement means this Stock Option Grant Agreement.

     C. Board means the Company's Board of Directors.

     D. Cause means Termination because of (i) any willful material violation by
Optionee of any law or regulation applicable to the business of the Company,
(ii) Optionee's conviction of, or plea of nolo contendere or guilty with respect
to, a felony or a crime involving moral turpitude, (iii) any willful
perpetration by Optionee of a common law fraud, (iv) Optionee's commission of an
act of personal dishonesty which involves personal profit in connection with the
Company or any other entity having a business relationship with the Company (v)
any material breach by Optionee of any provision of any agreement or
understanding between the Company and Optionee regarding the terms of Optionee's
Service, including without limitation, the willful and continued failure or
refusal of Optionee to perform the material duties required of such Optionee as
an employee, director or consultant of the Company, other than as a result of
having a Disability, (vi) any unauthorized use or disclosure by Optionee of
confidential information or trade secrets of the Company (or any Parent or
Subsidiary) or a breach of any applicable invention assignment and
confidentiality agreement or similar agreement between the Company and Optionee,
(vi) Optionee's disregard of the policies of the Company so as to cause loss,
damage or injury to the property, reputation or employees of the Company, or
(vii) any other misconduct by Optionee which is materially injurious to the
financial condition or business reputation of, or is otherwise materially
injurious to, the Company.

     E. Code means the Internal Revenue Code of 1986, as amended.

     F. Committee means the committee appointed by the Board to administer the
Plan, or if no committee is appointed, the Board.

     G. Common Stock means the Company's common stock, par value $0.01 per
share.

     H. Company means Quatrx Pharmaceuticals Company, a Delaware corporation.

     I. Corporate Transaction means any of the following stockholder-approved
transactions to which the Company is a party:

          i. A dissolution or liquidation of the Company.

          ii. A merger or consolidation in which the Company is not the
     surviving corporation (other than a merger or consolidation with a
     wholly-owned Subsidiary, a reincorporation of the Company in a different
     jurisdiction, or other transaction in which there is no substantial change
     in the shareholders of the Company or their relative stock holdings and the
     option granted under this Agreement are assumed, converted or replaced by
     the successor corporation, which assumption, conversion or replacement will
     be binding on Optionee).

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          iii. A merger in which the Company is the surviving corporation but
     after which the shareholders of the Company immediately prior to such
     merger (other than any shareholder which merges with the Company in such
     merger, or which owns or controls another corporation which merges, with
     the Company in such merger) cease to own their shares or other equity
     interests in the Company.

          iv. The sale of all or substantially all of the assets of the Company,

     J. Disability means a disability, whether temporary or permanent, partial
or total, physical, emotional or other, pursuant to which Optionee's Service has
been terminated.

     K. Employee means an individual who is in the employ of the Company (or any
Parent or Subsidiary), subject to the control and direction of the employer
entity as to both the work to be performed and the manner and method of
performance.

     L. Exercise Date means the date on which Optionee shall have taken all
steps required to exercise the option in accordance with Section 4 of the
Agreement.

     M. Exercise Price means the exercise price payable per Option Share as
specified in the Grant Notice.

     N. Expiration Date means the date on which the option expires as specified
in the Grant Notice.

     O. Fair Market Value per share of Common Stock on any relevant date shall
be determined in accordance with the following provisions:

     a. If the Common Stock is at the time traded on the Nasdaq National Market,
then the Fair Market Value shall be the closing selling price per share of
Common Stock on the date in question, as the price is reported by the National
Association of Securities Dealers on the Nasdaq National Market. If there is no
closing selling price for the Common Stock on the date in question, then the
Fair Market Value shall be the closing selling price on the last preceding date
for which such quotation exists.

     b. If the Common Stock is at the time listed on any Stock Exchange, then
the Fair Market Value shall be the closing selling price per share of Common
Stock on the date in question on the Stock Exchange determined by the Committee
to be the primary market for the Common Stock, as such price is officially
quoted in the composite tape of transactions on such exchange. If there is no
closing selling price for the Common Stock on the date in question, then the
Fair Market Value shall be the closing selling price on the last preceding date
for which such quotation exists.

     c. If the Common Stock is at the time neither listed on any Stock Exchange
nor traded on the Nasdaq National Market, then the Fair Market Value shall be
determined by the Committee after taking into account such factors as the
Committee shall deem appropriate.

     P. Grant Date means the date of grant of the option as specified in the
Grant Notice.

     Q. Grant Notice means the Stock Option Grant Notice attached to and made
part of this Agreement, pursuant to which Optionee has been informed of the
basic terms of the option evidenced hereby.


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     R. Incentive Option means an option which satisfies the requirements of
Code Section 422.

     S. Nonqualified Option means an option not intended to satisfy the
requirements of Code Section 422.

     T. Notice of Exercise means a written notice to the Company pursuant to
Section 4 that specifies the election to exercise the option, the number of
Option Shares for which it is being exercised and the form of payment. The
notice shall be signed by the person exercising this option. In the event that
this option is being exercised by the representative of Optionee, the notice
shall be accompanied by proof (satisfactory to the Company) of the
representative's right to exercise this option.

     U. Option Shares means the number of shares of Common Stock subject to the
option.

     V. Optionee means the person to whom the option is granted as specified in
the Grant Notice.

     W. Parent means any corporation (other than the Company) in an unbroken
chain of corporations ending with the Company, provided each corporation in the
unbroken chain (other than the Company) owns, at the time of the determination,
stock possessing fifty percent (50%) or more of the total combined voting power
of all classes of stock in one of the other corporations in such chain.

     X. Plan means the Company's 2000 Equity Incentive Plan.

     Y. Service means Optionee's performance of services for the Company (or any
Parent or Subsidiary) in the capacity of an Employee, a non-employee member of
the board of directors or an independent consultant.

     Z. Stock Exchange means the American Stock Exchange or the New York Stock
Exchange.

     AA. Subsidiary means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company, provided each
corporation (other than the last corporation) in the unbroken chain owns, at the
time of the determination, stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.

     BB. "Termination" or "Terminated" means that Optionee has for any reason
ceased to provide Service. An Optionee will not be deemed to have ceased to
provide Service in the case of (i) sick leave, (ii) military leave, or (iii) any
other leave of absence approved by the Committee, provided that such leave is
for a period of not more than ninety (90) days unless reinstatement (or, in the
case of an employee with an ISO, reemployment) upon the expiration of such leave
is guaranteed by contract or statute, or unless provided otherwise pursuant to
formal policy adopted from time to time by the Company and issued and
promulgated in writing. The Committee will have sole discretion to determine
whether an Optionee has ceased to provide Service and the effective date on
which Optionee ceased to provide Service (the "Termination Date").


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<PAGE>

     CC. Vesting Schedule means the vesting schedule specified in the Grant
Notice pursuant to which Optionee has the right to exercise the option to
acquire Option Shares in one or more installments over his or her period of
Service.


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