Exhibit 10.9


                       PROTEIN POLYMER TECHNOLOGIES, INC.
                             2002 STOCK OPTION PLAN

     1. PURPOSE. The Plan is intended to provide incentive to employees,
directors, advisors and consultants of the Corporation to encourage proprietary
interest in the Corporation, to encourage such employees to remain in the employ
of the Corporation or such directors, advisors and consultants to remain in the
service of the Corporation, and to attract new employees, directors, advisors
and consultants with outstanding qualifications.

     2. DEFINITIONS. Unless otherwise defined herein or the context otherwise
requires, the capitalized terms used herein shall have the following meanings:

        (a) "Administrator" shall mean the Board or the Plan Committee of the
Board, whichever shall be administering the Plan from time to time in the
discretion of the Board, as described in Section 4 of the Plan.

        (b) "Board" shall mean the Board of Directors of the Corporation.

        (c) "Change of Control" shall mean, a change of control of a nature that
would be required to be reported in response to Item 1 of Form 8-K required to
be filed pursuant to the Exchange Act; provided that, without limitation, such a
Change of Control shall be deemed to have occurred if:

            (i) the Shareholders of the Company approve a definitive agreement
to sell, transfer, or otherwise dispose of all or substantially all of the
Company's assets and properties; or

            (ii) any "person" (as such term is used in Section 13(d) and 14(d)
of the Exchange Act), other than the Company or any "person" who as of the date
this Plan is adopted by the Board, is a director or officer of the Company
(including any trust of such director or officer), is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing fifty percent (50%) or
more of the combined voting power of the Company's then outstanding securities;
provided, however, that the following shall not constitute a "Change of Control"
of the Company:

                 (a) any acquisition directly from the Company (excluding any
acquisition resulting from the exercise of a conversion or exchange privilege in
respect of outstanding convertible or exchangeable securities);

                 (b) any acquisition by an employee benefit plan (or related
trust) sponsored or maintained by the Company or any corporation controlled by
the Company; or


<PAGE>


                 (c) upon the death of any person who as of the date of this
Agreement is a director or officer of the Company, the transfer (x) by
testamentary disposition or the laws of intestate succession to the estate or
the legal beneficiaries or heirs of such person, or (y) by the provisions of any
living trust to the named current income beneficiaries thereof of the securities
of the Company beneficially owned by such director or officer of the Company; or

            (iii) during any period of two consecutive years during the term of
this Plan, individuals who at the beginning of such period constitute the Board
cease for any reason to constitute at least a majority thereof, unless the
election of each director who was not a director at the beginning of such period
has been approved in advance by directors representing at least two-thirds of
the directors then in office who were directors at the beginning of the period;
or

            (iv) the shareholders of the Company approve the dissolution of the
Company or a definitive agreement to merge or consolidate the Company with or
into another entity in which the Company is not the continuing or surviving
corporation or pursuant to which any shares of the Company's stock would be
converted into cash, securities or other property of another entity, other than
a merger of the Company in which holders of the Company's Common Stock
immediately prior to the merger have the same proportionate ownership of Common
Stock (or equivalent securities) of the surviving entity immediately after the
merger as immediately before.

        (d) "Code" shall mean the Internal Revenue Code of 1986, as amended.

        (e) "Commission" shall mean the Securities and Exchange Commission.

        (f) "Common Stock" shall mean the common stock of the Corporation and
any class of shares into which such common stock hereafter may be converted or
reclassified.

        (g) "Corporation" shall mean Protein Polymer Technologies, Inc., a
Delaware corporation.

        (h) "Disability" shall mean a medically determinable physical or mental
impairment which has made an individual incapable of engaging in any substantial
gainful activity. A condition shall be considered a Disability only if (i) it
can be expected to result in death or has lasted or it can be expected to last
for a continuous period of not less than twelve (12) months, and (ii) the
Administrator, based upon medical evidence, has expressly determined that
Disability exists.

        (i) "Employee" shall mean an individual who is employed (within the
meaning of Section 3401 of the Code and the regulations thereunder) by the
Corporation.


                                      -2-
<PAGE>


        (j) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

        (k) "Exercise Price" shall mean the price per Share of Common Stock,
determined by the Administrator, at which an Option may be exercised.

        (l) "Fair Market Value" shall mean the value of one (1) Share of Common
Stock, determined as follows:

            (i) If the Shares are (A) listed on an exchange, the closing price
as reported for composite transactions on the date of valuation, or, if no sale
occurred on that date, then the mean between the closing bid and asked prices on
such exchange on such date, or (B) traded over-the-counter on the National
Market System (the "NMS") of The Nasdaq Stock Market, Inc. ("NASDAQ"), the last
sale price on the business day immediately prior to the date of valuation, or,
if no sale occurred on such date, then the mean between the highest bid and
lowest asked prices as of the close of business on the business day immediately
prior to the date of valuation, as reported in NASDAQ;

            (ii) If the Shares are not traded on an exchange or the NMS but are
otherwise traded over-the-counter, the mean between the highest bid and lowest
asked prices quoted in NASDAQ as of the close of business on the date of
valuation, or, if on such day such Shares are not quoted in NASDAQ, the mean
between the representative bid and asked prices on such date in the domestic
over-the-counter market as reported by the National Quotation Bureau, Inc., or
any similar successor organization; or

            (iii) If neither clause (i) nor (ii) above applies, the Fair Market
Value shall be determined by the Administrator in good faith. Such determination
shall be conclusive and binding on all persons.

        (m) "Grant Date" shall mean the date on which the granting of an Option
is authorized by the Administrator or such other date as prescribed by the
Administrator.

        (n) "Incentive Stock Option" shall mean an option described in Section
422 of the Code.

        (o) "Nonstatutory Stock Option" shall mean an option that does not meet
the requirements of Section 422(b) of the Code or is not intended to be an
Incentive Stock Option.

        (p) "Option" shall mean any stock option granted pursuant to the Plan.
An Option shall be granted as of the Grant Date.


                                      -3-
<PAGE>


        (q) "Option Agreement" shall mean a written stock option agreement
evidencing the grant of an Option.

        (r) "Option Limit" shall have the meaning assigned to it in Section 6.

        (s) "Optionee" shall mean a Participant who has received an Option.

        (t) "Participant" shall have the meaning assigned to it in Section 5(a)
hereof.

        (u) "Plan" shall mean this Protein Polymer Technologies, Inc. 2002 Stock
Option Plan, as it may be amended from time to time.

        (v) "Plan Committee" shall mean a committee of two or more directors
appointed by the Board to administer the Plan.

        (w) "Purchase Price" shall mean the Exercise Price multiplied by the
number of Shares with respect to which an Option is exercised.

        (x) "Retirement" shall mean the voluntary termination of employment by
an employee after qualifying for early or normal retirement under any pension
plan or profit sharing or benefit plan of the Corporation or its Subsidiaries.
If an employee is not covered by any such plan, "Retirement" shall mean
voluntary termination of employment after the employee has attained age
sixty-five (65) and after the employee has attained the tenth (10th) anniversary
of his or her last preceding date of hire, or as otherwise determined in the
Administrator's sole discretion.

        (y) "Section 16 Participant" shall mean a Participant who is (or, in the
opinion of the Administrator, may be) generally subject to the Section 16
Requirements with respect to purchases and sales of Common Stock or other equity
securities of the Corporation.

        (z) "Section 16 Requirements" shall mean the those obligations and
requirements imposed on officers and directors by Sections 16(a) and 16(b) of
the Exchange Act and the rules of the Commission promulgated thereunder.

        (aa) "Securities Act" shall mean the Securities Act of 1933, as amended.

        (bb) "Subsidiary" shall mean any subsidiary corporation as defined in
Section 425(f) of the Code.

        (cc) "Share" shall mean one share of Common Stock, adjusted in
accordance with Section 10 of the Plan (if applicable).


                                      -4-
<PAGE>


        (dd) "Transfer Agent" shall mean a third-party organization retained by
the Corporation to maintain the stock transfer records of the Corporation.

     3. EFFECTIVE DATE. The Plan was adopted by the Board effective March 15,
2002. Options granted prior to obtaining shareholder approval in accordance with
Section 16 of the Plan shall be granted subject to such shareholder approval and
must be rescinded if such approval is not obtained in accordance with such
section.

     4. ADMINISTRATION.

        (a) Administrator. Subject to subsection (c) below, the Plan shall be
administered, in the discretion of the Board from time to time, by the Board or
by a Plan Committee which shall be appointed by the Board as provided in the
Corporation's Bylaws. The Board may from time to time remove members from, or
add members to, the Plan Committee. Vacancies on the Plan Committee, however
caused, shall be filled by the Board. The Board shall appoint one of the members
of the Plan Committee as Chairman. The Administrator shall hold meetings at such
times and places as it may determine. Acts of a majority of the Administrator at
which a quorum is present, or acts reduced to or approved in writing by the
unanimous consent of the members of the Administrator, shall be the valid acts
of the Administrator.

        (b) Powers of Administrator. The Administrator shall from time to time
at its discretion select the Optionees who are to be granted Options, determine
the number of Shares to be subject to Options to be granted to each Optionee and
designate such Options as Incentive Stock Options or Nonstatutory Stock Options.
The Administrator shall have full power and authority to operate, manage and
administer the Plan and interpret and construe the Plan and the terms of all
Option Agreements. The interpretation and construction by the Administrator of
any provision of the Plan or of any Option or Option Agreement shall be final.
No member of the Administrator shall be liable for any action or determination
made in good faith with respect to the Plan or any Option.

        (c) Disinterested Administration. If the Common Stock is registered
under the Exchange Act and Section 16 Participants are to receive Options
hereunder, this Plan shall be administered by the Board or by a Plan Committee
consisting solely of two or more directors each of whom shall be a "non-employee
director" within the meaning of Rule 16b-3(b)(3) of the Exchange Act and an
"outside director" within the meaning of Section 162(m) of the Code.


                                      -5-
<PAGE>


     5. PARTICIPATION.

        (a) Eligibility. The Optionee shall be such persons (collectively,
"Participants"; individually a "Participant") as the Administrator may select
from among the following classes of persons, subject to the terms and conditions
of Section 5(b) below:

            (i) Employees (who may be officers, whether or not they are
directors) of the Corporation or of a Subsidiary and non-employees to whom an
offer of employment has been extended; and

            (ii) directors, advisors and consultants of the Corporation or a
Subsidiary.

      Notwithstanding provisions of the first paragraph of this Section 5(a),
the Administrator may at any time or from time to time designate one or more
directors as being ineligible for selection as Participants in the Plan for any
period or periods of time. The Administrator may, in its sole discretion and
upon such terms as it deems appropriate, require as a condition of the grant of
an Option to a Participant that the Participant surrender for cancellation some
or all of the Options which have been previously granted to such person under
this Plan or otherwise. An Option, the grant of which is conditioned upon such
surrender, may have an option price lower (or higher) than the exercise price of
such surrendered Option, may cover the same (or a lesser or greater) number of
shares as such surrendered Option, may contain such other terms as the
Administrator deems appropriate, and shall be exerciseable in accordance with
its terms, without regard to the number of shares, price, exercise period or any
other term or condition of such surrendered Option.

        (b) Ten-Percent Shareholders. A Participant who, at the time of grant,
owns more than ten percent (10%) of the total combined voting power of all
classes of outstanding stock of the Corporation or its parent shall not be
eligible to receive an Option unless (i) the Exercise Price of the Shares
subject to such Option is at least one hundred ten percent (110%) of the Fair
Market Value of such Shares on the Grant Date.

        (c) Stock Ownership. For purposes of Section 5(b) above, in determining
stock ownership, a Participant shall be considered as owning the stock owned,
directly or indirectly, by or for his or her brothers and sisters, spouse,
ancestors and lineal descendants. Stock owned, directly or indirectly, by or for
a corporation, partnership, estate or trust shall be considered as being owned
proportionately by or for its shareholders, partners or beneficiaries. Stock
with respect to which such Participant holds an Option shall not be counted.

        (d) Outstanding Stock. For purposes of Section 5(b) above, "outstanding
stock" shall include all stock actually issued and outstanding immediately after
the grant of the Option to the Optionee. "Outstanding stock" shall not include


                                      -6-
<PAGE>


Shares authorized for issue under outstanding Options held by the Optionee or by
any other person.

     6. STOCK. The stock subject to Options granted under the Plan shall be
Shares of the Corporation's authorized but unissued or reacquired Common Stock.
The aggregate number of Shares which may be issued upon exercise of Options
under the Plan at any time shall not exceed 1,500,000 Shares (the "Option
Limit"), subject to adjustment as provided for in this Plan. Notwithstanding the
foregoing, upon the full or partial payment of any Purchase Price by the
transfer to the Corporation of Shares or upon satisfaction of tax withholding
provisions in connection with any such exercise or any other payment made or
benefit realized under this Plan by the transfer or relinquishment of Shares,
there shall be deemed to have been issued or transferred under this Plan only
the net number of Shares actually issued or transferred by the Corporation. In
the event any outstanding Option granted under this Plan for any reason expires
or is canceled or terminated, the Shares allocable to the unexercised portion of
such Option shall again be available to be granted as Options under this Plan.
Notwithstanding the previous sentence, to the extent required by Section 162(m)
of the Code, Shares subject to Options which are canceled continue to be counted
against the Option Limit and if, after an Option grant, the price of Shares
subject to such Option is reduced, the transaction is treated as a cancellation
of the Option and a grant of a New Option and both the Option deemed to be
canceled and the Option deemed to be granted are counted against the Option
Limit. The limitations established by this Section 6 shall be subject to
adjustment in the manner provided in Section 10 hereof upon the occurrence of an
event specified in Section 10.

     7. TERMS AND CONDITIONS OF OPTIONS.

        (a) Stock Option Agreements. Each Option shall be evidenced by an Option
Agreement in such other form as the Administrator shall from time to time
determine. Such Option Agreements need not be identical but shall comply with
and be subject to the terms and conditions set forth in this Section 7.

        (b) Nature of Option. Each Option shall state whether it is an Incentive
Stock Option or a Nonstatutory Stock Option.

        (c) Optionee's Undertaking. Each Optionee shall agree to remain in the
employ or service of the Corporation and to render services for a period as
shall be determined by the Administrator, from the Grant Date of the Option or
such other date agreed to by the Optionee and the Corporation, but such
agreement shall not impose upon the Corporation any obligation to retain the
Optionee in their employ or service for any period.

        (d) Number of Shares. Each Option shall state the number of Shares to
which it pertains and shall provide for the adjustment thereof in accordance
with the provisions of Section 10 hereof.


                                      -7-
<PAGE>


        (e) Exercise Price; Exercise of Options. Each Option shall state the
Exercise Price. The Exercise Price in the case of an Option granted to an
Optionee described in Section 5(b) hereof, shall not be less than one hundred
ten percent (110%) of the Fair Market Value on the Grant Date. The Exercise
Price in the case of any Nonstatutory Stock Option, shall not be less than
Eighty-five percent (85%) of the Fair Market Value on the Grant Date. The
Exercise Price in the case of any Incentive Stock Option granted to persons
other than to an Optionee described in Section 5(b) hereof, shall not be less
than the Fair Market Value on the Grant Date. At the sole discretion of the
Administrator, any Option granted under this Plan to any Participant may be
exercisable in whole or in part immediately upon the grant thereof, or only
after the occurrence of a specified event and/or only in installments, which
installments may be equal or otherwise, and which installments may vary as to
the number thereof as well as to whether any unexercised installments are
cumulative through the life of a particular Option; provided that, in any event,
such Option shall be exercisable at a minimum rate of at least twenty percent
(20%) per year over the period five years from the Grant Date for the Option in
question; however, in the case of an Option granted to a Participant who is a
director, consultant, advisor or officer of the Corporation, the Administrator
may provide that the Option may become fully exercisable, subject to reasonable
conditions such as continued employment or service to the Corporation, at any
time or during any period established by the Administrator.

        (f) Medium and Time of Payment; Notice. The Purchase Price shall be
payable in full in United States dollars upon the exercise of the Option;
provided, however, that if the applicable Option Agreement so provides, or the
Administrator in its sole discretion otherwise approves thereof, the Purchase
Price may (to the extent permitted by applicable law) be paid by the surrender
of Shares in good form for transfer, owned by the person exercising the Option
and having a Fair Market Value on the date of exercise equal to the Purchase
Price.

     In the event the Corporation determines that it is required to withhold
state or Federal income tax as a result of the exercise of an Option, as a
condition to the exercise thereof, an Optionee must make arrangements
satisfactory to the Corporation to enable it to satisfy such withholding
requirements before the Optionee shall be permitted to exercise the Option.
Payment of such withholding requirements may be made, in the discretion of the
Administrator, (i) in cash, (ii) by delivery of Shares registered in the name of
the Optionee, or by the Corporation not issuing such number of Shares subject to
the Option, having a Fair Market Value at the time of exercise equal to the
amount to be withheld or (iii) any combination of (i) and (ii) above.

     The Optionee shall exercise an Option by completing and delivering to the
Corporation, concurrently with the payment of the Purchase Price in the manner
described above, an exercise notice in such form as the Administrator shall from
time to time determine.


                                      -8-
<PAGE>


        (g) Term and Non-Transferability of Options. Each Option shall state the
time or times when all or part thereof becomes exercisable. No Option shall be
exercisable after the expiration of ten (10) years (or less, in the discretion
of the Administrator) from the Grant Date; except that no Incentive Stock Option
granted to an Optionee described in Section 5(b) hereof shall be exercisable
after the expiration of five (5) years from the Grant Date (or less, in the
discretion of the Administrator). During the lifetime of the Optionee, the
Option shall be exercisable only by the Optionee or the Optionee's guardian or
legal representative and shall not be assignable or transferable. The Option
shall not be transferable by the Optionee other than by will or the laws of
descent and distribution. Any other attempted alienation, assignment, pledge,
hypothecation, attachment, execution or similar process, whether voluntary or
involuntary, with respect to all or any part of any Option or right thereunder,
shall be null and void and, at the Corporation's option, shall cause all of the
Optionee's rights under the Option to terminate.

        (h) Cessation of Employment (Except by Death, Disability or Retirement).
If an Optionee's employment or service with the Corporation ceases for any
reason or no reason, whether voluntarily or involuntarily, with or without
cause, other than pursuant to death, Disability or Retirement, such Optionee
shall have the right, subject to the restrictions referred to in Section 7(g)
above, to exercise the Option at any time within thirty (30) days after such
cessation, but, except as otherwise provided in the applicable Option Agreement,
only to the extent that, at the date of such cessation, the Optionee's right to
exercise such Option had accrued pursuant to the terms of the applicable Option
Agreement and had not previously been exercised.

     For purposes of this Section 7(h), the employment relationship shall be
treated as continuing intact while the Optionee is on military leave, sick leave
or other bona fide leave of absence (to be determined in the sole discretion of
the Administrator). The foregoing notwithstanding, in the case of an Incentive
Stock Option, employment shall not be deemed to continue beyond the ninetieth
(90th) day after the Optionee ceased active employment, unless the Optionee's
reemployment rights are guaranteed by statute or by contract.

        (i) Death of Optionee. If an Optionee's employment or service with the
Corporation ceases by reason of the Optionee's death, or after ceasing to be a
Participant but during the period in which he or she could have exercised the
Option under this Section 7, and has not fully exercised the Option, then the
Option may be exercised in full, subject to the restrictions referred to in
Section 7(g) above, at any time within twelve (12) months after the Optionee's
death by the executor or administrator of his or her estate or by any person or
persons who have acquired the Option directly from the Optionee by bequest or
inheritance, but, except as otherwise provided in the applicable Option
Agreement, only to the extent that, at the date of death, the Optionee's right
to exercise such Option had accrued and had not been forfeited pursuant to the
terms of the applicable Option Agreement and had not previously been exercised.


                                      -9-
<PAGE>


        (j) Disability of Optionee. If an Optionee's employment or service with
the Corporation ceases by reason of the Optionee's Disability, such Optionee
shall have the right, subject to the restrictions referred to in Section 7(g)
above, to exercise the Option at any time within twelve (12) months after such
cessation by reason of Disability, but, except as provided in the applicable
Option Agreement, only to the extent that, at the date of such cessation, the
Optionee's right to exercise such Option had accrued pursuant to the terms of
the applicable Option Agreement and had not previously been exercised.

        (k) Retirement of Optionee. If an Optionee's employment or service with
the Corporation ceases by reason of the Optionee's Retirement, such Optionee
shall have the right, subject to the restrictions referred to in Section 7(g)
above, to exercise the Option at any time within ninety (90) days after the date
of Retirement, but only to the extent that, at the date of such cessation, the
Optionee's right to exercise such Option had accrued pursuant to the terms of
the applicable Option Agreement and had not previously been exercised.

        (l) Time of Cessation of Service. For purposes of this Plan, the
Optionee's employment or service shall be deemed to have ceased or be terminated
on the date when the Optionee's employment or service in fact ceased or Optionee
is in fact terminated.

        (m) Rights as a Shareholder. No one shall have rights as a shareholder
with respect to any Shares covered by an Option until the date of the issuance
of a stock certificate for such Shares. No adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or other
property), distributions or other rights for which the record date is prior to
the date such stock certificate is issued, except as expressly provided in
Section 10 hereof.

        (n) Modification, Extension and Renewal of Options. Within the
limitations of the Plan, the Administrator may modify an Option, extend or renew
outstanding Options or accept the cancellation of outstanding Options (to the
extent not previously exercised) for the granting of new Options in substitution
therefor. The foregoing notwithstanding, no modification of an Option shall,
without the consent of the Optionee, alter or impair any rights or obligations
under any Option previously granted. With the consent of the affected Optionee,
the Administrator may cancel any agreement evidencing Options. In the event of
such cancellation, the Administrator may authorize the granting of new Options,
which may or may not cover the same number of Shares that have been the subject
of the prior award, at such Exercise Price and subject to such terms, conditions
and discretions as would have been applicable under this Plan had the canceled
Options not been granted.

        (o) Substitution of Options. Notwithstanding any inconsistent provisions
or limits under the Plan, in the event the Corporation acquires (whether by
purchase, merger or otherwise) all or substantially all of outstanding capital
stock or


                                      -10-
<PAGE>


assets of another corporation or of any reorganization or other transaction
qualifying under Section 424 of the Code, the Administrator may, in accordance
with the provisions of that Section, substitute Options under the Plan for
options under the plan of the acquired company; provided, however, that (i) the
excess of the aggregate fair market value of the shares subject to an option
immediately after the substitution over the aggregate option price of such
shares is not more than the similar excess immediately before such substitution
and (ii) the new option does not give persons additional benefits, including any
extension of the exercise period.

        (p) Other Provisions. An Option Agreement authorized under the Plan may
contain such terms and provisions not inconsistent with the terms of the Plan
(including, without limitation, restrictions upon the exercise of the Option) as
the Administrator shall deem advisable in its sole and absolute discretion.

     8. LIMITATION ON ANNUAL AWARDS.

        (a) Limitation on Incentive Stock Options. To the extent that the
aggregate Fair Market Value (determined as of the Grant Date) of the Shares with
respect to which Incentive Stock Options are exercisable for the first time by
any Optionee during any calendar year under the Plan and all other plans
maintained by the Corporation or its parent, exceeds $100,000, such excess
Options shall be treated as Nonstatutory Stock Options. For the purposes of this
Section 8, Incentive Stock Options shall be taken into account in the order in
which they were granted.

        (b) Limitation on Total Options Granted. As long as the Plan is in
effect, at no time will Options granted to any Participant pursuant to the Plan
exceed 400,000 Shares, subject to adjustment as provided for in Section 10.

     9. TERM OF PLAN. Options may be granted pursuant to the Plan until the
expiration of the Plan ten (10) years after the effective date referred to in
Section 3.

     10. EFFECT OF CERTAIN EVENTS.

        (a) Stock Splits and Dividends. Subject to any required action by
shareholders, the number of Shares covered by the Plan as provided in Section 6
hereof, the number of Shares covered by each outstanding Option and the Exercise
Price thereof shall be proportionately adjusted for any increase or decrease in
the number of issued Shares resulting from a subdivision or consolidation of
Shares or the payment of a stock dividend (but only if paid in Common Stock) or
any other increase or decrease in the number of issued Shares effected without
receipt of consideration by the Corporation.

        (b) Merger, Sale of Assets, Liquidation.

            Subject to any required action by shareholders, if the Corporation
shall merge with another corporation and the Corporation is the surviving
corporation in


                                      -11-
<PAGE>


such merger and under the terms of such merger the shares of Common Stock
outstanding immediately prior to the merger remain outstanding and unchanged,
each outstanding Option shall continue to apply to the Shares subject thereto
and shall also pertain and apply to any additional securities and other
property, if any, to which a holder of the number of Shares subject to the
Option would have been entitled as a result of the merger.

            If the Corporation sells or disposes of all or substantially all of
its assets or merges (other than a merger of the type described in the
immediately preceding sentence) or consolidates with or into another corporation
or entity, this Plan and each Option shall terminate, but only after each
Optionee (or the successor in interest) has been given the right to exercise any
unexpired Option or Options in full or in part , to the extent that, on the date
of such sale, disposition or merger, the Optionee's right to exercise such
Option had accrued pursuant to the terms of the applicable Option Agreement and
had not previously been exercised. This right shall be exercisable for the
period of twenty (20) days ending five (5) days before the effective date of the
sale, merger, or consolidation (or such longer period as the Administrator may
specify). Alternatively, in its sole and absolute discretion, the surviving or
acquiring corporation (or the parent company of the surviving or acquiring
corporation) may tender to any Optionee (or successor in interest) a substitute
option or options to purchase shares of the surviving or acquiring corporation
(or the parent corporation of the surviving or acquiring corporation). The
substitute option shall contain all terms and provisions required substantially
to preserve the rights and benefits of all Options then held by the Optionee (or
successor in interest) receiving the substitute option. Any other dissolution or
liquidation of the Company shall cause each Option to terminate.

            At the discretion of the Administrator, an Option exercised in
contemplation of the consummation of the sale of all substantially all of the
assets of the Corporation or a merger (other than a merger of the type described
in the first sentence of the immediately preceding paragraph) or consolidation
of the Corporation with another corporation, may be conditioned upon such sale,
merger or consolidation becoming effective.

        (c) Change of Control. In the event of a pending or threatened takeover
bid, tender offer or exchange offer for twenty percent (20%) or more of the
outstanding Common Stock or any other class of stock or securities of the
Company (other than a tender offer or exchange offer made by the Company or any
Subsidiary), whether or not deemed a tender offer under applicable federal or
state law, or in the event that any person makes any filing under the Section
13(d) or 14(d) of the Exchange Act with respect to the Company, other than a
filing of a Schedule 13G, the Administrator may in its sole discretion, without
obtaining shareholder approval, take one or more of the following actions to the
extent not inconsistent with other provisions of the Plan:

            (i) Accelerate the exercise dates of any outstanding Option, or make
the Option fully vested and exercisable;


                                      -12-
<PAGE>


            (ii) Pay cash to any or all holders of Options at the then-current
market value of the Option Shares in exchange for the cancellation of their
outstanding Options; or

            (iii) Make any other adjustments or amendments to the Plan and
outstanding Options necessary to permit the substitution of new Options for
outstanding Options.

        (d) Adjustment Determination. To the extent that the foregoing
adjustments relate to securities of the Corporation, such adjustments shall be
made by the Administrator, whose determination shall be conclusive and binding
on all persons.

        (e) Limitation on Rights. Except as expressly provided in this Section
10, the Optionee shall have no rights by reason of any subdivision or
consolidation of shares of stock of any class, the payment of any stock dividend
or any other increase or decrease in the number of shares of stock of any class
or by reason of any dissolution, liquidation, merger or consolidation or spinoff
of assets or stock of another corporation, and any issue by the Corporation of
shares of stock of any class, or securities convertible into shares of stock of
any class, shall not affect, and no adjustment by reason thereof shall be made
with respect to, the number or Exercise Price of Shares subject to an Option.
The grant of an Option pursuant to the Plan shall not affect in any way the
right or power of the Corporation to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure, to merge or
consolidate or to dissolve, liquidate, sell or transfer all or any part of its
business or assets.

     11. SECURITIES LAW REQUIREMENTS.

        (a) Legality of Issuance. No Shares shall be issued upon the exercise of
any Option unless and until the Corporation has determined that:

            (i) it and the Optionee have taken all actions required to register
the offer and sale of the Shares under the Securities Act, or to perfect an
exemption from the registration requirements thereof;

            (ii) any applicable listing requirement of any stock exchange on
which the Common Stock is listed has been satisfied; and

            (iii) any other applicable provision of state or Federal law has
been satisfied.

        (b) Restrictions on Transfer; Representations of Optionee; Legends.
Regardless of whether the offering and sale of Shares under the Plan has been
registered under the Securities Act or has been registered or qualified under
the securities laws of any state, the Corporation may impose restrictions upon
the sale, pledge or other transfer of such Shares (including the placement of
appropriate legends on stock certificates) if, in


                                      -13-
<PAGE>


the judgment of the Corporation and its counsel, such restrictions are necessary
or desirable in order to achieve compliance with the provisions of the
Securities Act, the securities laws of any state or any other law. In the event
that the sale of Shares under the Plan is not registered under the Securities
Act but an exemption is available which requires an investment representation or
other representation, each Optionee shall be required to represent that such
Shares are being acquired for investment, and not with a view to the sale or
distribution thereof, and to make such other representations as are deemed
necessary or appropriate by the Corporation and its counsel. Stock certificates
evidencing Shares acquired under the Plan pursuant to an unregistered
transaction shall bear the following restrictive legend and such other
restrictive legends as are required or deemed advisable under the provisions of
any applicable law:

            "THE SALE OF THE SECURITIES REPRESENTED HEREBY HAS NOT
            BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS
            AMENDED (THE "ACT"). ANY TRANSFER OR PLEDGE OF SUCH
            SECURITIES WILL BE INVALID UNLESS A REGISTRATION
            STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH
            TRANSFER OR IN THE OPINION OF COUNSEL FOR THE ISSUER
            SUCH REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH
            TRANSFER OR PLEDGE TO COMPLY WITH THE ACT."

     Any determination by the Corporation and its counsel in connection with any
of the matters set forth in this Section 11 shall be conclusive and binding on
all persons.

        (c) Registration or Qualification of Securities. The Corporation may,
but shall not be obligated to, register or qualify the sale of Shares under the
Securities Act or any other applicable law. The Corporation shall not be
obligated to take any affirmative action in order to cause the sale of Shares
under the Plan to comply with any law.

        (d) Exchange of Certificates. If, in the opinion of the Corporation and
its counsel, any legend placed on a stock certificate representing Shares sold
under the Plan is no longer required, the holder of such certificate shall be
entitled to exchange such certificate for a certificate representing the same
number of Shares but without such legend.

     12. AMENDMENT OF THE PLAN. The Administrator may from time to time, with
respect to any Shares at the time not subject to Options, suspend or discontinue
the Plan or revise or amend it in any respect whatsoever except that, without
the approval of the Corporation's shareholders, no such revision or amendment
shall:


                                      -14-
<PAGE>


        (a) Be made if shareholder approval is required by applicable law,
regulation or the requirements of The Nasdaq Stock Market or any exchange or
interdealer network where the Shares are trading;

        (b) Increase the number of Shares which may be issued under the Plan;

        (c) Amend this Section 12 to defeat its purpose.

     Without limiting the generality of the foregoing, the Administrator may
amend this Plan to eliminate provisions which are no longer necessary as a
result of changes in tax or securities laws or regulations, or in the
interpretation thereof.

     13. FINANCIAL STATEMENTS. Each Optionee shall receive financial statements
of the Corporation not less than annually.

     14. APPLICATION OF FUNDS. The proceeds received by the Corporation from the
sale of Common Stock pursuant to the exercise of an Option will be used for
general corporate purposes.

     15. APPROVAL OF SHAREHOLDERS. The Plan must be approved by the affirmative
vote of the holders of a majority of the Corporation's outstanding shares of
capital stock on or before the date twelve (12) months from the date the Plan
was adopted by the Board.

     16. GOVERNING LAW. This Plan, and the Option Agreements, shall be governed
by and enforced and construed in accordance with the internal substantive laws
(and not the laws of conflicts of laws) of the State of Delaware.

     To record the adoption of the Plan by the Board as of March 15, 2002, the
Board has caused its authorized officers to sign the Plan and affix the
corporate seal hereto.


                                       PROTEIN POLYMER
                                       TECHNOLOGIES, INC.

                                       By:__________________________
                                       Name:________________________
                                       Title:  President


                                       By:__________________________
                                       Name:________________________
                                       Title:  Secretary



                                      -15-


<PAGE>


            [FORM OF INCENTIVE STOCK OPTION AGREEMENT FOR 2002 PLAN]

                       PROTEIN POLYMER TECHNOLOGIES, INC.

                        INCENTIVE STOCK OPTION AGREEMENT
                                   (2002 PLAN)


            THIS AGREEMENT is entered into as of the ____ day of _______ , 20__,
between PROTEIN POLYMER TECHNOLOGIES, INC., a Delaware corporation (the
"Company"), and ____________ (the "Optionee").

                                    RECITALS
                                    --------

            A. The Board of Directors of the Company (the "Board") has
established the Company's 2002 Stock Option Plan (the "Plan") in order to
provide key employees of the Company with a favorable opportunity to acquire
shares of the Company's common stock, par value $0.01 per share ("Stock").

            B. The Board has included in the Plan certain provisions to provide
for the grant of incentive stock options.

            C. The Board regards the Optionee as a key employee as contemplated
by the Plan and has determined that it would be in the best interests of the
Company and its stockholders to grant the option described in this Agreement to
the Optionee as an inducement to remain in the service of the Company, and as an
incentive for increasing efforts during such service.

                                    AGREEMENT
                                    ---------

            NOW, THEREFORE, it is agreed as follows:

            1. Definitions and Incorporation. Unless otherwise defined herein or
the context otherwise requires, the capitalized terms used in this Agreement
shall have the meanings given to such terms in the Plan. The terms, conditions
and limitations set forth in the Plan are hereby incorporated in and made a part
of this Agreement as if fully set forth herein. The Optionee hereby acknowledges
that he or she has received a copy of the Plan.

            2. Grant of Option. Pursuant to the Plan, the Company hereby grants
to the Optionee as of the date hereof the option to purchase all or any part of
an aggregate of ____________________ shares of Stock (the "Option"), subject to
adjustment in accordance with Section 10 of the Plan. The Option is intended to
qualify as an Incentive Stock Option under the Code.


<PAGE>


            3. Option Price. The price to be paid for Stock upon exercise of the
Option or any part thereof shall be $____ per share (the "Exercise Price"),
which equals or exceeds the Fair Market Value of the Stock of the date of the
grant of the Option.

            4. Right to Exercise. Subject to the conditions set forth in this
Agreement, the right to exercise the Option shall accrue in accordance with
Schedule 1 attached hereto and hereby made a part hereof.

            5. Securities Law Requirements. No part of the Option shall be
exercised if counsel to the Company determines that any applicable registration
requirement under the Securities Act or any other applicable requirement of
federal or state securities law has not been met.

            6. Term of Option. The Option shall terminate in any event on the
earliest of (a) the day of ____________, 20__, at 11:59 P.M. California time,
(b) the expiration of the period described in Section 7 below, (c) the
expiration of the period described in Section 8 below or (d) the expiration of
the period described in Section 9 below. The Option shall also terminate as
provided in the Plan or elsewhere in this Agreement.

            7. Exercise Following Cessation of Employment. If the Optionee's
employment with the Company ceases for any reason or no reason, whether
voluntarily or involuntarily, with or without cause, other than death,
Disability or Retirement, the Option (to the extent it has not previously been
exercised and is exercisable at the time of cessation) may be exercised within
thirty (30) consecutive days after the date of such cessation.

            8. Exercise Following Death or Disability. If the Optionee's
employment with the Company ceases by reason of the Optionee's death or
Disability, or if the Optionee dies after cessation of employment but while the
Option would have been exercisable hereunder, the Option (to the extent it has
not previously been exercised and is exercisable at the time of cessation) may
be exercised within one year after the date of the Optionee's death or cessation
by reason of Disability. In the case of death, the exercise may be made by his
or her representative or by the person entitled thereto under the Optionee's
will or the laws of descent and distribution; provided that such representative
or such person consents in writing to abide by and be subject to the terms of
the Plan and this Agreement and such writing is delivered to the President or
Chairman of the Company.

            9. Exercise Following Retirement. If the Optionee's employment with
the Company ceases by reason of Retirement, the Option (to the extent it has not
previously been exercised and is exercisable at the time of cessation) may be
exercised within ninety (90) days after the date of the Optionee's Retirement.


                                      -2-
<PAGE>


            10. Time of Cessation of Service. For the purposes of this
Agreement, the Optionee's employment shall be deemed to have ceased on the
earlier of (a) the date when the Optionee's employment in fact ceased or (b)
except in the case of Retirement, the date when the Optionee gave or received
written notice that his or her employment is to cease.

            11. Nontransferability. The Option shall be exercisable during the
Optionee's lifetime only by the Optionee or the Optionee's guardian or legal
representative and shall be nontransferable, except that the Optionee may
transfer all or any part of the Option by will or by the laws of descent and
distribution. Except as otherwise provided herein, any attempted alienation,
assignment, pledge, hypothecation, attachment, execution or similar process,
whether voluntary or involuntary, with respect to all or any part of the Option
or any right thereunder, shall be null and void and, at the Company's option,
shall cause all of the Optionee's rights under this Agreement to terminate.

            12. Effect of Exercise. Upon exercise of all or any part of the
Option, the number of shares of Stock subject to the Option under this Agreement
shall be reduced by the number of shares with respect to which such exercise is
made.

            13. Exercise of Option. The Option may be exercised by delivering to
the Company (a) a written notice of exercise in substantially the form
prescribed from time to time by the Administrator and (b) full payment of the
Exercise Price for each share of Stock purchased under the Option. Such notice
shall specify the number of shares of Stock with respect to which the Option is
exercised and shall be signed by the person exercising the Option. If the Option
is exercised by a person other than the Optionee, such notice shall be
accompanied by proof, satisfactory to the Company, of such person's right to
exercise the Option. The Purchase Price shall be payable (i) in U.S. dollars in
cash (by check), (ii) by delivery of shares of Stock registered in the name of
the Optionee having a Fair Market Value at the time of exercise equal to the
amount of the Purchase Price, (iii) any combination of the payment of cash and
the delivery of Stock or (iv) as otherwise approved by the Administrator in its
sole and absolute discretion.

            14. Withholding Taxes. The Company may require the Optionee to
deliver payment, upon exercise of the Option, of any withholding taxes (in
addition to the Purchase Price) with respect to the difference between the
Purchase Price and the Fair Market Value of the Stock acquired upon exercise,
which payment shall be made (a) in cash, (b) upon written approval of the
Administrator, by delivery of shares of Stock registered in the name of the
Optionee, or by the Company not issuing such number of shares of the Stock
subject to the Option, having a Fair Market Value at the time of exercise in the
amount to be withheld or (c) upon written approval of the Administrator, any
combination of (a) and (b) above.

            15. Issuance of Shares. Subject to the foregoing conditions, the
Company, as soon as reasonably practicable after receipt of a proper notice of
exercise


                                      -3-
<PAGE>


and without transfer or issue tax or other incidental expense to the person
exercising the Option, shall deliver to such person at the principal office of
the Company, or such other location as may be acceptable to the Company and such
person, one or more certificates for the shares of Stock with respect to which
the Option is exercised. Such shares shall be fully paid and nonassessable and
shall be issued in the name of such person. However, at the request of the
Optionee, such shares may be issued in the names of the Optionee and his or her
spouse (a) as joint tenants with right of survivorship, (b) as community
property or (c) as tenants in common without right of survivorship.

            16. Notice of Disqualifying Disposition of Shares. If the Optionee
sells or otherwise disposes of shares of the Stock acquired pursuant to exercise
of the Option on or before the later of (a) the date two years after the Grant
Date or (b) the date one year after transfer of such shares to the Optionee upon
exercise of the Option, the Optionee shall immediately notify the Company in
writing of such disposition. The Optionee agrees that the Optionee may be
subject to income tax withholding by the Company on the compensation income
recognized by the Optionee from the early disposition by payment in cash or out
of the current earnings paid to the Optionee.

            17. Rights as Stockholder. Neither the Optionee nor any other person
entitled to exercise the Option shall have any rights as a stockholder of the
Company with respect to the Stock subject to the Option until a certificate for
such shares has been issued to him or her following the exercise of the Option.

            18. No Rights as an Employee. Nothing in this Agreement shall be
construed to give any person the right to remain in the employ of the Company or
any Subsidiary or to affect the absolute and unqualified right of the Company
and any Subsidiaries to terminate such person's employment at any time for any
reason or no reason and with or without cause or prior notice.

            19. Lock-Up. In the event that the Company files a registration
statement with respect to an underwritten public offering under the Act in which
any class of the Company's equity securities is to be offered, the Optionee
shall not effect any public sale or distribution of any shares of the Stock or
any of the Company's other equity securities, or of any securities convertible
into, or exchangeable or exercisable for such securities, during the period
beginning ninety (90) days prior to the filing of such registration statement
with the Securities and Exchange Commission and ending on such date after such
registration statement has become effective as shall be specified by the
managing underwriter of such public offering.

            20. Notices. Any notice to the Company contemplated by this
Agreement shall be in writing and shall be addressed to it in care of its
President, 10655 Sorrento Valley Road, First Floor, San Diego, California 92121,
or such other address as the Company may specify in a notice to the Optionee;
and any notice to the Optionee shall be in writing and shall be addressed to him
or her at the address on file with the Company on the date hereof or at such
other address as he or she may hereafter designate


                                      -4-
<PAGE>


in writing. Notice shall be deemed to have been given upon receipt or, if
sooner, five (5) days after such notice has been deposited, postage prepaid,
certified or registered mail, return receipt requested, in the United States
mail addressed to the address specified in the immediately preceding sentence.

            21. Interpretation. The interpretation, construction, performance
and enforcement of this Agreement and of the Plan shall lie within the sole
discretion of the Administrator, and the Administrator's determinations shall be
conclusive and binding on all interested persons.

            22. Choice of Law. This Agreement shall be governed by and construed
in accordance with the internal substantive laws (not the law of choice of laws)
of the State of California.

                            [SIGNATURE PAGE FOLLOWS]


                                      -5-
<PAGE>


            IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement, in the case of the Company by its duly authorized officer, as of the
day and year first above written.

                              PROTEIN POLYMER TECHNOLOGIES, INC.



                              By:_____________________________
                                 Name:_______________________
                                 Title:________________________




                              --------------------------------
                              Optionee



                              --------------------------------
                              (Please print Optionee's name)



                              --------------------------------
                              Optionee's Spouse */



                              --------------------------------
                              (Please print spouse's name)


------------
*/ Include Signature and name of Optionee's spouse, if Optionee is married.


                                      -6-
<PAGE>


                                   SCHEDULE 1
                                   ----------

                                RIGHT TO EXERCISE
                                -----------------

            Subject to the conditions set forth in this Agreement, the right to
exercise the Option shall accrue as follows:

            Commencing on the 25th day of each month following the Grant Date
and ending on the third anniversary of the Grant Date, the Option may be
exercised to the extent of one-thirty-sixth (1/36) of the shares subject to the
Option, plus any shares with respect to which the Option has previously become
exercisable but has not been exercised, but in no event shall the Option be
exercisable after the tenth anniversary of the Grant Date.



<PAGE>


           [FORM OF NONSTATUTORY STOCK OPTION AGREEMENT FOR 2002 PLAN]

                       PROTEIN POLYMER TECHNOLOGIES, INC.

                       NONSTATUTORY STOCK OPTION AGREEMENT
                                   (2002 PLAN)


            THIS AGREEMENT is entered into as of the ____ day of __________,
20__, between PROTEIN POLYMER TECHNOLOGIES, INC., a Delaware corporation (the
"Company"), and _______________ (the "Optionee").

                                 R E C I T A L S
                                 - - - - - - - -

            A. The Board of Directors of the Company (the "Board") has
established the Company's 2002 Stock Option Plan (the Plan") in order to provide
key employees, directors and consultants of the Company with a favorable
opportunity to acquire shares of the Company's common stock, par value $0.01 per
share ("Stock").

            B. The Board regards the Optionee as a key employee, director or
consultant as contemplated by the Plan and has determined that it would be in
the best interests of the Company and its stockholders to grant the option
described in this Agreement to the Optionee as an inducement to remain in the
service of the Company, and as an incentive for promoting efforts during such
service.

                                    AGREEMENT
                                    ---------

            NOW, THEREFORE, it is agreed as follows:

            1. Definitions and Incorporation. Unless otherwise defined herein or
the context otherwise requires, the capitalized terms used in this Agreement
shall have the meanings given to such terms in the Plan. The terms, conditions
and limitations set forth in the Plan are hereby incorporated in and made a part
of this Agreement as if fully set forth herein. The Optionee hereby acknowledges
that he or she has received a copy of the Plan.

            2. Grant of Option. Pursuant to the Plan, the Company hereby grants
to the Optionee as of the date hereof the option to purchase all or any part of
an aggregate of __________________ shares of Stock (the "Option"), subject to
adjustment in accordance with Section 10 of the Plan. The Option is not intended
to qualify as an Incentive Stock Option under the Code.

            3. Option Price. The price to be paid for Stock upon exercise of the
Option or any part thereof shall be $________ per share (the "Exercise Price"),
which equals or exceeds 85% of the Fair Market Value of the Stock on the date of
the grant of the Option.


<PAGE>


            4. Right to Exercise. Subject to the conditions set forth in this
Agreement, the right to exercise the Option shall accrue in accordance with
Schedule 1 attached hereto and hereby made a part hereof.

            5. Securities Law Requirements. No part of the Option shall be
exercised if counsel to the Company determines that any applicable registration
requirement under the Securities Act or any other applicable requirement of
federal or state securities law has not been met.

            6. Term of Option. The Option shall terminate in any event on the
earliest of (a) the ____ day of _________, 20__, at 11:59 P.M. California time,
(b) the expiration of the period described in Section 7 below, (c) the
expiration of the period described in Section 8 below or (d) the expiration of
the period described in Section 9 below.

            7. Exercise Following Cessation of Employment or Service. If the
Optionee's employment or service with the Company ceases for any reason or no
reason, whether voluntarily or involuntarily, with or without cause, other than
death, Disability or Retirement, the Option (to the extent it has not previously
been exercised and is exercisable at the time of cessation) may be exercised
within thirty (30) consecutive days after the date of such cessation.

            8. Exercise Following Death or Disability. If the Optionee's
employment or service with the Company ceases by reason of the Optionee's death
or Disability, or if the Optionee dies after cessation of employment or service
but while the Option would have been exercisable hereunder, the Option (to the
extent it has not previously been exercised and is exercisable at the time of
cessation) may be exercised within one (1) year after the date of the Optionee's
death or cessation by reason of Disability. In case of death, the exercise may
be made by his or her representative or by the person entitled thereto under the
Optionee's will or the laws of descent and distribution; provided that such
representative or such person consents in writing to abide by and be subject to
the terms of the Plan and this Agreement and such writing is delivered to the
President or Chairman of the Company.

            9. Exercise Following Retirement. If the Optionee's employment or
service with the Company ceases by reason of Retirement the Option (to the
extent it has not previously been exercised and is exercisable at the time of
cessation) may be exercised within ninety (90) days after the date of the
Optionee's retirement.

            10. Time of Cessation of Service. For the purposes of this
Agreement, the Optionee's employment or service shall be deemed to have ceased
on the earlier of (a) the date when the Optionee's employment or service in fact
ceased or (b) except in the case of Retirement, the date when the Optionee gave
or received written notice that his or her employment or service is to cease.



                                      -2-
<PAGE>


            11. Nontransferability. The Option shall be exercisable during the
Optionee's lifetime only by the Optionee or by the Optionee's guardian or legal
representative and shall be nontransferable, except that the Optionee may
transfer all or any part of the Option by will or by the laws of descent and
distribution. Except as otherwise provided herein, any attempted alienation,
assignment, pledge, hypothecation, attachment, execution or similar process,
whether voluntary or involuntary, with respect to all or any part of the Option
or any right thereunder, shall be null and void and, at the Company's option,
shall cause all of the Optionee's rights under this Agreement to terminate.

            12. Effect of Exercise. Upon exercise of all or any part of the
Option, the number of shares of Stock subject to the Option under this Agreement
shall be reduced by the number of shares with respect to which such exercise is
made.

            13. Exercise of Option. The Option may be exercised by delivering to
the Company (a) a written notice of exercise in substantially the form
prescribed from time to time by the Administrator, and (b) full payment of the
Exercise Price for each share of Stock purchased under the Option. Such notice
shall specify the number of shares of Stock with respect to which the Option is
exercised and shall be signed by the person exercising the Option. If the Option
is exercised by a person other than the Optionee, such notice shall be
accompanied by proof, satisfactory to the Company, of such person's right to
exercise the Option. The Purchase Price shall be payable (i) in U.S. dollars in
cash (by check), (ii) by delivery of shares of Stock registered in the name of
the Optionee having a Fair Market Value at the time of exercise equal to the
amount of the Purchase Price, (iii) any combination of the payment of cash and
the delivery of Stock or (iv) as otherwise approved by the Administrator in its
sole and absolute discretion.

            14. Withholding Taxes. The Company may require the Optionee to
deliver payment, upon exercise of the Option, of all withholding taxes (in
addition to the Purchase Price) with respect to the difference between the
Purchase Price and the Fair Market Value of the Stock acquired upon exercise,
which payment shall be made (a) in cash, (b) upon written approval from the
Administrator, by delivery of shares of Stock registered in the name of the
Optionee, or by the Company not issuing such number of shares of the Stock
subject to the Option, having a Fair Market Value at the time of exercise in the
amount to be withheld or (c) upon written approval from the Administrator, any
combination of (a) and (b) above.

            15. Issuance of Shares. Subject to the foregoing conditions, the
Company, as soon as reasonably practicable after receipt of a proper notice of
exercise and without transfer or issue tax or other incidental expense to the
person exercising the Option, shall deliver to such person at the principal
office of the Company, or such other location as may be acceptable to the
Company and such person, one or more certificates for the shares of Stock with
respect to which the Option is exercised. Such shares shall be fully paid and
nonassessable and shall be issued in the name of such person. However, at the
request of the Optionee, such shares may be issued in the names of the Optionee
and his or her spouse (a) as joint tenants with right of survivorship, (b) as
community property or (c) as tenants in common without right of survivorship.


                                      -3-
<PAGE>


            16. Rights as Stockholder. Neither the Optionee nor any other person
entitled to exercise the Option shall have any rights as a stockholder of the
Company with respect to the Stock subject to the Option until a certificate for
such shares has been issued to him or her following the exercise of the Option.

            17. No Rights as to Service. Nothing in this Agreement shall be
construed to give any person the right to remain in the employ or service of the
Company or any Subsidiary or to affect the absolute and unqualified right of the
Company and any Subsidiaries to terminate such person's employment or service
relationship at any time for any reason or no reason and with or without cause
or prior notice.

            18. Lock-Up. In the event that the Company files a registration
statement with respect to an underwritten public offering under the Act in which
any class of the Company's equity securities is to be offered, the Optionee
shall not effect any public sale or distribution of any shares of the Stock or
any of the Company's other equity securities, or of any securities convertible
into, or exchangeable or exercisable for such securities, during the period
beginning ninety (90) days prior to the filing of such registration statement
with the Securities and Exchange Commission and ending on such date after such
registration statement has become effective as shall be specified by the
managing underwriter of such public offering.

            19. Notices. Any notice to the Company contemplated by this
Agreement shall be addressed to it in care of its President, 10655 Sorrento
Valley Road, First Floor, San Diego, California 92121, or such other address as
the Company may specify in a notice to the Optionee; and any notice to the
Optionee shall be addressed to him or her at the address on file with the
Company on the date hereof or at such other address as he or she may hereafter
designate in writing. Notice shall be deemed to have been given upon receipt or,
if sooner, five (5) days after such notice has been deposited, postage prepaid,
certified or registered mail, return receipt requested, in the United States
mail addressed to the address specified in the immediately preceding sentence.

            20. Interpretation. The interpretation, construction, performance
and enforcement of this Agreement and of the Plan shall lie within the sole
discretion of the Administrator, and the Administrator's determinations shall be
conclusive and binding on all interested persons.

            21. Choice of Law. This Agreement shall be governed by and construed
in accordance with the internal substantive laws (not the law of choice of laws)
of the State of California.


                            [SIGNATURE PAGE FOLLOWS]


                                      -4-
<PAGE>


            IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement, in the case of the Company by its duly authorized officer, as of the
day and year first above written.

                              PROTEIN POLYMER TECHNOLOGIES, INC.



                              By:_____________________________
                                 Name:_______________________
                                 Title:________________________




                              --------------------------------
                              Optionee



                              --------------------------------
                              (Please print Optionee's name)



                              --------------------------------
                              Optionee's Spouse */



                              --------------------------------
                              (Please print spouse's name)


---------------
*/ Include Signature and name of Optionee's spouse, if Optionee is married.


                                      -5-
<PAGE>


                                   SCHEDULE 1
                                   ----------

                                RIGHT TO EXERCISE
                                -----------------

            Subject to the conditions set forth in this Agreement, the right to
exercise the Option shall accrue as follows:

            Commencing on the 25th day of each month following the Grant Date
and ending on the third anniversary of the Grant Date, the Option may be
exercised to the extent of one-thirty-sixth (1/36) of the shares subject to the
Option, plus any shares with respect to which the Option has previously become
exercisable but has not been exercised, but in no event shall the Option be
exercisable after the tenth anniversary of the Grant Date.