EXHIBIT 10.2

                             TANOX BIOSYSTEMS, INC.

                             1987 STOCK OPTION PLAN

                             I. PURPOSE OF THE PLAN

      The Tanox Biosystems, Inc. 1987 Stock Option Plan (the "Plan") is intended
to provide a means whereby certain employees of Tanox Biosystems, Inc., a Texas
corporation (the "Company"), and its subsidiaries, if any, may develop a sense
of proprietorship and personal involvement in the development and financial
success of the Company, and to encourage them to remain with and devote their
best efforts to the business of the Company, thereby advancing the interests of
the Company and its shareholders. Accordingly, the Company may grant to certain
employees the option ("Option") to purchase shares of the $0.01 par value common
stock of the Company ("Stock"), in accordance with the terms and conditions of
the Plan. Options granted under the Plan may be either incentive stock options
("Incentive Stock Options") within the meaning of section 422A(b) of the
Internal Revenue Code of 1986, as amended (the "Code") or options which do not
constitute Incentive Stock Options.

                               II. ADMINISTRATION

      The Plan shall be administered by a Committee (the "Committee") of one or
more persons appointed by the Board of Directors of the Company (the "Board")
Members of the Committee shall be eligible to participate in the Plan or in any
other stock, stock option or stock appreciation rights plan of the Company or
any of its affiliates ("Company Stock Plan"). The Committee shall have sole
authority to select the employees who are to be granted Options from among those
eligible under the Plan and to establish the number of shares which may be
issued under each Option. The Committee is authorized to interpret the Plan and
may from time to time adopt such rules and regulations, not inconsistent with
the provisions of the Plan, as it may deem advisable to carry out the Plan.
Without intending to limit its authority, the Committee is specifically
authorized to adopt such limitations and requirements in connection with the
exercise of Options granted under the Plan and have such information prepared
for distribution to persons receiving such Options as may be necessary or
appropriate to qualify the exercise of such Options

                                  EXHIBIT "B"
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and issuance of the Stock pursuant thereto for exemption from registration under
applicable federal and state securities laws or, if desired, to register such
stock under such securities laws. All decisions made by the Committee in
selecting the employees to whom options shall be granted, in establishing the
number of shares which may be issued under each Option, and in construing the
provisions of the Plan shall be final. If a Committee is not appointed by the
Board, the Board shall act as the Committee for purposes of the Plan.

                             III. OPTION AGREEMENTS

      Each Option shall be evidenced by an option agreement ("Option Agreement")
and shall contain such terms and conditions, and may be exercisable for such
periods, as may be approved by the Committee. The terms and conditions of the
respective Option Agreements need not be identical. Also, an Option Agreement
may provide for the payment of the option price, in whole or in part, by the
delivery of a number of shares of Stock (plus cash if necessary) having a fair
market value equal to such option price; provided, that the shares of such Stock
delivered have been held for a sufficient period to meet criteria for "maturity"
established by the Committee acting upon advice of the independent certified
public accountants of the Company. For all purposes under the Plan, the fair
market value of a share of Stock on a particular date shall be determined by the
Committee in such manner as it deems appropriate. If the Stock is publicly
traded at the time a determination of its fair market value is required to be
made, fair market value of a share of Stock on a particular date shall be the
average between the closing bid and ask price of the Stock on the most recent
date the Stock was publicly traded. The Option and the rights granted under the
Option shall not be transferable other than by will or the laws of descent and
distribution, and shall be exercisable only by the optionee during the
optionee's lifetime or at optionee's death only by the optionee's guardian
or legal representative; subject, however, to any restrictions on transfer of,
or any options of the Company or other shareholders to reacquire, any shares
purchased by the optionee or the optionee's guardian or legal representative
under the terms of any buy-sell or other agreement which the Company may require
the optionee or the optionee's guardian or legal representative to execute prior
to exercise of the option rights hereunder.

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                           IV. ELIGIBILITY OF OPTIONEE

      Options may be granted only to individuals who are key employees,
officers, or directors of the Company or any subsidiary corporation, if any, (as
defined in section 425 of the Code) of the Company at the time the Option is
granted. Options may be granted to the same employee on more than one occasion.
Optionee shall not be required to exercise Options granted hereunder on more
than one occasion in the order that they were granted and may exercise Options
in such order as Optionee may determine. The aggregate fair market value
(determined on the basis of the fair market value of the Stock at the time of
the grant of the Incentive Stock Option) of Stock with respect to which such
Incentive Stock Options are first exercisable by an optionee during any calendar
year (under the Plan and any other incentive stock option plans of the Company
and any parent and subsidiary corporations) shall not exceed $100,000; however,
the value of Stock for which options may be granted to an optionee in any year
may exceed $100,000. Further, no Incentive Stock Option shall be granted to an
individual if, at the time the Option is granted, such individual owns stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company or of its parent or any subsidiary corporation, within the
meaning of section 422A(b)(6) of the Code, unless (i) at the time such Option is
granted the option price is at least 110% of the fair market value of the Stock
subject to the Option and (ii) such Option by its terms is not exercisable after
the expiration of five years from the date of grant.

                          V. SHARES SUBJECT TO THE PLAN

      The aggregate number of shares which may be issued under Options granted
under the Plan shall not exceed 2,700,000 (as amend and adjusted respectively,
by resolution of the Board of Directors effective as of April 24, 1989, June 30,
1990, and March 31, 1997) shares of Stock. Such shares may consist of authorized
but unissued shares of Stock or previously issued shares of Stock reacquired by
the Company. Any of such shares which remain unissued and which are not subject
to outstanding Options at the termination of the Plan shall cease to be subject
to the Plan, but, until termination of the Plan, the Company shall at all times
make available a sufficient number of shares to meet the requirements of the
Plan. Should any Option expire or terminate prior to its exercise in full, the
shares previously subject to such Option may again be subject to an Option
granted under the Plan. The aggregate number of shares which may be issued under
the Plan shall be subject to adjustment as provided in

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Paragraph VIII hereof. Exercise of an Option in any manner, shall result in a
decrease in the number of shares of Stock which may thereafter be available,
both for purposes of the Plan and for sale to any one employee, by the number of
shares as to which the Option is exercised. Separate stock certificates shall be
issued by the Company for those shares acquired pursuant to the exercise of an
Incentive Stock Option and for those shares acquired pursuant to the exercise of
any Option which does not constitute an Incentive Stock Option.

                                VI. OPTION PRICE

      The purchase price of Stock issued under each Option shall be determined
by the Committee, but, in the case of an Incentive Stock Option, such purchase
price shall not be less than the fair market value of Stock subject to the
Option on the date the Option is granted.

                               VII. TERM OF PLAN

      The Plan shall be effective upon the date of its adoption by the Board of
Directors, provided the Plan is subsequently approved by the shareholders of the
Company within 12 months thereafter. Except with respect to Options then
outstanding, if not sooner terminated under the provisions of Paragraph IX
hereof, the Plan shall terminate upon and no further Options shall be granted
after the expiration of ten years from the date of its adoption by the Board of
Directors.

                    VIII. RECAPITALIZATION OR REORGANIZATION

      (a) The existence of the Plan and the Options granted hereunder shall not
affect in any way the right or power of the Board of Directors or the
shareholders of the Company to make or authorize (i) any adjustment,
recapitalization, reorganization, or other change in the Company's capital
structure or its business, (ii) any merger or consolidation of the Company,
(iii) any issue of debt or equity securities with priority to or affecting Stock
or the rights thereof, (iv) the dissolution or liquidation of the Company or any
sale or transfer of all or any part of its assets or business, or (v) any other
corporate act or proceeding. The Committee shall be authorized to increase the
number of shares

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which may be issued under this Plan, as set forth in Paragraph V, if necessary
to permit any adjustment in the number of shares under this Paragraph VIII, so
long as sufficient authorized, unissued and otherwise unencumbered shares are
available to permit such increase.

      (b) The shares with respect to which Options may be granted are shares of
Stock as presently constituted, but if, and whenever, prior to the expiration of
an Option previously granted, the Company shall effect a subdivision or
consolidation of shares of Stock or the payment of a stock dividend on Stock
without receipt of consideration by the Company, then the number of shares of
Stock with respect to which such Option may thereafter be exercised (i), in the
event of an increase in the number of outstanding shares, shall be
proportionately increased and the purchase price per share shall be
proportionately reduced and (ii), in the event of a reduction in the number of
outstanding shares, shall be proportionately reduced and the purchase price per
share shall be proportionately increased.

      (c) If the Company recapitalizes or otherwise changes its capital
structure, thereafter, upon any exercise of an Option previously granted, the
optionee shall be entitled to purchase under such Option, in lieu of the number
of shares of Stock as to which such Option shall then be exercisable, the number
and class of shares of stock and securities to which the optionee would have
been entitled pursuant to the terms of the recapitalization if, immediately
prior to such recapitalization, the optionee had been the holder of record of
the number of shares of Stock as to which such Option is then exercisable.

      If (i) the Company shall not be the surviving entity in any merger or
consolidation (or survives only as a subsidiary of another entity), (ii) the
Company is to sell all or substantially all of its assets to any other person or
entity (other than a wholly-owned subsidiary), (iii) any person or entity
(including a "group" as contemplated by Section 13(d)(3) of the Securities
Exchange Act of 1934) acquires or gains ownership or control of (including,
without limitation, power to vote) more than 50% of the outstanding shares of
Stock, (iv) the Company is to be dissolved and liquidated, or (v) as a result of
or in connection with a contested election of directors, the persons who were
directors of the Company before such election shall cease to constitute a
majority of the Board (each such

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event is referred to herein as a "Corporate Change"), then the Committee, acting
in its sole discretion without the consent or approval of any optionee, shall
effect one or more of the following alternatives (subject to the limitation set
forth in Paragraph IV as to the maximum amount of Stock as to which Incentive
Stock Options may first become exercisable in any calendar year), which may vary
among individual optionees:

            (1) acceleration of the time at which Options then outstanding may
      be exercised so that such Options may be exercised in full for a limited
      period of time on or before a specified date (before or after such
      Corporate Change) fixed by the Committee, after which specified date all
      unexercised Options and all rights of optionees thereunder shall
      terminate;

            (2) require the mandatory surrender to the Company by selected
      optionees of each outstanding Option held by such optionees (irrespective
      of whether such Options are then exercisable under the provisions of the
      Plan) as of a date, before or after such Corporate Change, specified by
      the Committee, and in such event the Committee shall cancel such Options
      as soon as reasonably possible and pay to each optionee an amount of cash
      equal to the excess of the fair market value of the aggregate shares
      subject to such Option over the aggregate option price of such shares;

            (3) make such adjustments to Options then outstanding as the
      Committee deems appropriate to reflect such Corporate Change; provided,
      however, that the Committee in its sole discretion, may determine that no
      adjustment is necessary to Options then outstanding; or

            (4) provide that, upon any subsequent exercise of an Option
      theretofore granted, the optionee shall be entitled to purchase under such
      Option, in lieu of the number of shares of Stock as to which such Option
      shall then be exercisable, the number and class of shares of stock and
      securities to which the optionee would have been entitled pursuant to the
      terms of the agreement of merger, consolidation or sale of assets and
      dissolution if, immediately prior to such merger, consolidation or sale of
      assets and dissolution, the optionee had been the holder of record of the
      number of shares of Stock as to which such Option is then exercisable.

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      Such actions shall be taken and be effective as of a date selected by the
Committee within (a) ten days after the approval by the shareholders of the
Company of any such merger, consolidation, sale of assets or dissolution or (b)
thirty days of any such change of control, as provided in (i) through (v) above.
The Committee for purposes of the Corporate Changes described in (iii) and (v)
above shall be the Committee as constituted prior to the occurrence of such
Corporate Change.

      (d) Any adjustment provided for in Subparagraphs (b) and (c) above shall
be subject to any required shareholder action.

      (e) Except as otherwise provided in this Plan, the issuance by the
Company of shares of Stock, or any class of securities convertible into shares
of stock of any class, for cash, property, labor or services, upon direct sale,
upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares
or other securities and, in any case, whether or not for fair value, shall not
affect, and no adjustment by reason thereof shall be made with respect to, the
number of shares of Stock subject to Options previously granted or the purchase
price per share.

                    IX. AMENDMENT OR TERMINATION OF THE PLAN

      The Board of Directors in its discretion may terminate the Plan at any
time with respect to any shares for which Options have not been granted prior to
such termination. The Board of Directors shall have the right to alter or amend
the Plan or any part of the Plan from time to time; provided, however, that no
change in any Option granted before such alteration or amendment may be made
which would impair the rights of the optionee without the consent of such
optionee; and provided, further, that the Board of Directors may not make any
alteration or amendment which would (i) materially increase the benefits
accruing to participants under the Plan, (ii) increase the aggregate number of
shares which may be issued pursuant to the provisions of the Plan, (iii) change
the class of employees eligible to receive Options under the Plan, or (iv)
extend the term of the Plan without the approval of the shareholders of the
Company.

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