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                                                                    EXHIBIT 10.2


                  STRATEGIC PHARMACEUTICAL DEVELOPMENT, INC.
                               STOCK OPTION PLAN


1.   Purpose.  The Strategic Pharmaceutical Development, Inc. Stock Option Plan
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     (the "Plan") is established to create an additional incentive for key
     employees, directors and consultants or advisors of Strategic
     Pharmaceutical Development, Inc. and any successor corporations thereto
     (collectively referred to as the "Company"), and any present or future
     parent and/or subsidiary corporations of such corporation (all of whom
     along with the Company being individually referred to as a "Participating
     Company" and collectively referred to as the "Participating Company
     Group"), to promote the financial success and progress of the Participation
     Company Group.  For purposes of the Plan, a parent corporation and a
     subsidiary corporation shall be as defined in Sections 424(e) and 424(f) of
     the Internal Revenue Code of 1986, as amended (the "Code").

2.   Administration.  The Plan shall be administered by the Board of Directors
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     of the Company (the "Board") and/or by a duly appointed committee of the
     Board having such powers as shall be specified by the Board.  Any
     subsequent references herein to the Board shall also mean the committee if
     such committee has been appointed and, unless the powers of the committee
     have been specifically limited, the committee shall have all of the powers
     of the Board granted herein, other than power to terminate or amend the
     Plan as provided in section 12 hereof, subject to the terms of the Plan and
     any applicable limitations imposed by law.  All questions of interpretation
     of the Plan or of any option granted under the Plan (an "Option") shall be
     determined by the Board, and such determinations shall be final and binding
     upon all persons having an interest in the Plan and/or any Option.  Options
     may be either incentive stock options as defined in Section 422 of the Code
     ("Incentive Stock Options") or nonqualified stock options.  Any officer of
     a Participating Company shall have the authority to act on behalf of the
     Company with respect to any matter, right, obligation, or election which is
     the responsibility of or which is allocated to the Company herein, provided
     the officer has apparent authority with respect to such matter, right,
     obligation, or election.

3.   Eligibility.  The Options may be granted only to employees (including
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     officers) and directors of the Participating Company Group or to
     individuals who are rendering services as consultants, advisors or other
     independent contractors to the Participating Company Group.  The Board, in
     its sole discretion, shall determine which persons shall be granted Options
     (an "Optionee").  A director of the Company shall be eligible to be granted
     only a nonqualified stock option unless the director is also an employee of
     the Company.  An individual who is rendering services as a consultant,
     advisor, or other independent contractor shall be eligible to be granted
     only a nonqualified stock option.  An Optionee may, if otherwise eligible,
     be granted additional Options.

4.   Shares Subject to Option.  Options shall be options for the purchase of the
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     authorized but unissued common stock of the Company (the "Stock"), subject
     to adjustment as provided in paragraph 10 below.  The maximum number of
     shares of Stock which may be issued
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     under the Plan shall be One Million, One Hundred Ninety Thousand
     (1,190,000) shares. In the event that any outstanding Option for any reason
     expires or is terminated or cancelled and/or shares of Stock subject to
     repurchase are repurchased by the Company, the shares allocable to the
     unexercised portion of such Option, or such repurchased shares, may again
     be subject to an Option grant. It is intended that the Plan shall
     constitute a written compensatory benefit plan within the meaning of Rule
     701 promulgated under the Securities Act of 1933, as amended ("Rule 701"),
     and that the Plan shall otherwise be administered in compliance with the
     requirements of Rule 701. To ensure such compliance, the Board shall
     maintain a record of shares subject to outstanding Options under the Plan
     and the exercise price of such Options, plus a record of all shares of
     Common Stock issued upon the exercise of such Options and the exercise
     price of such Options.

5.   Time for Granting Options.  All Options shall be granted, if at all, within
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     ten (10) years from the earlier of the date the Plan is adopted by the
     Board or the date the Plan is duly approved by the shareholders of the
     Company.

6.   Terms, Conditions and Form of Options.  Subject to the provisions of the
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     Plan, the Board shall determine for each Option (which need not be
     identical) the number of shares of Stock for which the Option is granted,
     whether the Option is to be treated as an Incentive Stock Option or as a
     nonqualified stock option and all other terms and conditions of the Option
     not inconsistent with the Plan.  Options granted pursuant to the Plan shall
     comply with and be subject to the following terms and conditions:

     (a)  Option Price.  The option price for each Option shall be established
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          in the sole discretion of the Board; provided, however, that (i) the
          option price per share for an Incentive Stock Option shall be not less
          than the fair market value of a share of Stock on the date of the
          granting of the Incentive Stock Option and (ii) the option price per
          share of an Incentive Stock Option granted to an Optionee who at the
          time the Incentive Stock Option is granted owns stock possessing more
          than ten percent (10%) of the total combined voting power of all
          classes of stock of a Participating Company within the meaning of
          section 422(b)(6) of the Code (a "Ten Percent Owner Optionee") shall
          be not less than one hundred ten percent (110%) of the fair market
          value of a share of Stock on the date the Option is granted.  For this
          purpose, "fair market value" means the value assigned to the stock for
          a given day by the Board, as determined pursuant to a reasonable
          method established by the Board that is consistent with the
          requirements of sections 422 and 424 of the Code and the regulations
          thereunder (which method may be changed from time to time).
          Notwithstanding the foregoing, an Option (whether an Incentive Stock
          Option or a nonqualified stock option) may be granted by the Board in
          its discretion with an exercise price lower than the minimum exercise
          price set forth above if such Option is granted pursuant to an
          assumption or substitution for another option in a manner qualifying
          with the

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          provisions of section 424(a) of the Code. Nothing hereinabove shall
          require that any such assumption or modification will result in the
          Option having the same characteristics, attributes or tax treatment as
          the Option for which it is substituted.

     (b)  Exercise Period of Options.  The Board shall have the power to set the
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          time or times within which each Option shall be exercisable or the
          event or events upon the occurrence of which all or a portion of each
          Option shall be exercisable and the term of each Option; provided,
          however, that (i) no Incentive Stock Option shall be exercisable after
          the expiration of ten (10) years after the date such Incentive Stock
          Option is granted, (ii) no Incentive Stock Option granted to a Ten
          Percent Owner Optionee shall be exercisable after the expiration of
          five (5) years after the date such Incentive Stock Option is granted
          and (iii) no Incentive Stock Option shall be exercisable after the
          date the Optionee's employment with the Participating Company Group is
          terminated for cause (as determined in the sole discretion of the
          Board); and provided, further, an Option shall terminate and cease to
          be exercisable no later than three (3) months after the date on which
          the Optionee terminates employment with the Participating Company
          Group, unless the Optionee's employment with the Participating Company
          Group shall have terminated as a result of the Optionee's death or
          disability (within the meaning of Section 22(e)(3) of the Code), in
          which event the Option shall terminate and cease to be exercisable no
          later than twelve (12) months from the date on which the Optionee's
          employment terminated.  For this purpose, an Optionee's employment
          shall be deemed to have terminated on account of death if the Optionee
          dies within three (3) months following the Optionee's termination of
          employment.

     (c)  Payment of Option Price.  Payment of the option price for the number
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          of shares of Stock being purchased pursuant to any Option shall be
          made in cash, by check or cash equivalent.

     (d)  $100,000 Limitation.  The aggregate fair market value, determined as
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          of the date on which an Incentive Stock Option is granted, of the
          shares of Stock with respect to which incentive stock options
          (determined without regard to this subsection) are first exercisable
          during any calendar year (under this Plan or under any other plan of
          the Participating Company Group) by any Optionee shall not exceed
          $100,000.  If such limitation would be exceeded with respect to an
          Optionee for a calendar year, the Incentive Stock Option shall be
          deemed a nonqualified stock option to the extent of such excess.

7.   Standard Form of Stock Option Agreement.  All Options shall be evidenced by
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     a written award agreement in the form of the nonqualified stock option
     agreement attached hereto as Exhibit A or the incentive stock option award
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     agreement attached hereto as Exhibit B, as applicable, both of which are
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     incorporated herein by reference (the "Standard Option Agreements").

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8.   Transfer of  Control. Upon a merger, consolidation, corporate
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     reorganization, or any transaction in which all or substantially all of the
     assets of the Company are sold, leased, transferred or otherwise disposed
     of (other than a mere reincorporation transaction or one in which the
     holders of capital stock of the Company immediately prior to such merger or
     consolidations continue to hold at least a majority of the voting power of
     the surviving corporation) (a "Transfer of Control"), then any
     unexercisable portion of an outstanding Option shall become immediately
     exercisable as of a date prior to the Transfer of Control, which date shall
     be determined by the Board.  The exercise of any Option that was
     permissible solely by reason of this paragraph 8 shall be conditioned upon
     the consummation of the Transfer of Control.  The Board may further elect,
     in its sole discretion to provide that any Options which became exercisable
     solely by reason of this paragraph 8 and which are not exercised as of the
     date of the Transfer of Control shall terminate effective as of the date of
     the Transfer of Control.

9.   Authority to Vary Terms.  The Board shall have the authority from time to
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     time to vary the terms of the Standard Option Agreements either in
     connection with the grant of an individual Option or in connection with the
     authorization of a new standard form or forms; provided, however, that the
     terms and conditions of such revised or amended standard form or forms of
     stock option agreement shall be in accordance with the terms of the Plan.
     Such authority shall include, but not by way of limitation, the authority
     to grant Options which are not immediately exercisable.

10.  Effect of Change in Stock Subject to Plan.  The Board shall make
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     appropriate adjustments in the number and class of shares of Stock subject
     to the Plan and to any outstanding Options and in the option price of any
     outstanding Options in the event of a stock dividend, stock split, reverse
     stock split, combination, reclassification or like change in the capital
     structure of the Company.

11.  Options Non-Transferable.  During the lifetime of the Optionee, the Option
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     shall be exercisable only by the Optionee.  No Option shall be assignable
     or transferable by the Optionee, except by will or by the laws of descent
     and distribution.

12.  Termination or Amendment of Plan.  The Board may terminate or amend the
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     Plan at any time; provided however, that without the approval of the
     Company's shareholders, there shall be (a) no increase in the total number
     of shares of Stock covered by the Plan (except by operation of the
     provisions of paragraph 10 above), (b) no change in the class of persons
     eligible to receive Incentive Stock Options, and (c) no extension of the
     period during which Incentive Stock Options may be granted beyond the date
     which is ten (10) years following the date the Plan is adopted by the
     Company or the date the Plan is approved by the shareholders of the
     Company.  In any event, no amendment may adversely affect any then
     outstanding Option or any unexercised portion thereof, without the consent
     of the Optionee, unless such amendment is required to enable an Option

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     designated as an Incentive Stock Option to qualify as an Incentive Stock
     Option.

13.  Miscellaneous
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     (a)  Nothing in this Plan or any Option granted hereunder shall confer upon
          any Optionee any right to continue in the employ of the Participating
          Company Group, or to serve as a director thereof, or interfere in any
          way with the right of a Participating Company to terminate his or her
          employment at any time.  Unless specifically provided otherwise, no
          grant of an Option shall be deemed salary or compensation for the
          purpose of computing benefits under any employee benefit plan or other
          arrangement of a Participating Company for the benefit of its
          employees unless the Participating Company shall determine otherwise.
          No Optionee shall have any claim to an Option until it is actually
          granted under the Plan.  To the extent that any person acquires a
          right to receive payments from the Company under the Plan, such right
          shall, except as otherwise provided by the Board, be no greater than
          the right of an unsecured general creditor of the Company.  All
          payments to be made hereunder shall be paid from the general funds of
          the Company, and no special or separate fund shall be established and
          no segregation of assets shall be made to assure payment of such
          amounts, except as otherwise provided by the Committee.

     (b)  The Plan and the grant of Options hereunder shall be subject to all
          applicable federal and state laws, rules, and regulations and to such
          approvals by any United States government or regulatory agency as may
          be required.

     (c)  The terms of the Plan shall be binding upon the Company, and its
          successors and assigns.

     (d)  This Plan and all actions taken hereunder shall be governed by the
          laws of the State of North Carolina.

     (e)  With respect to any payments not yet made to a Optionee by the
          Company,  nothing contained herein shall give any such Optionee any
          rights that are greater than  those of a general creditor of the
          Company.

     (f)  If any provision of this Plan or a Standard Option Agreement is or
          becomes or is deemed invalid, illegal or unenforceable in any
          jurisdiction, or would disqualify the Plan or any Standard Option
          Agreement under any law deemed applicable by the Board, such provision
          shall be construed or deemed amended to conform to applicable laws or
          if it cannot be construed or deemed amended without, in the
          determination of the Board, materially altering the intent of the Plan
          or the Standard Option  Agreement, it shall be stricken and the
          remainder of the Plan or the Standard Option Agreement shall remain in
          full force and effect.

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  IN WITNESS WHEREOF, the undersigned Secretary of the Company certifies that
the foregoing Plan was duly adopted by the Board of Directors of the Company on
the 20th day of November, 1996.

                                                  STRATEGIC PHARMACEUTICAL
                                                  DEVELOPMENT, INC.


                                                  By: /s/  Peter J. Wise
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                                                  Peter J. Wise, Secretary


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