Exhibit 10.14.2

ALLOS THERAPEUTICS, INC.        2002 BROAD BASED EQUITY INCENTIVE PLAN        STOCK OPTION AGREEMENT

Pursuant to your Stock Option Grant Notice ("Grant Notice") and this Stock Option Agreement, Allos Therapeutics, Inc. (the "Company") has granted you a
non-statutory stock option under its 2002 Broad Based Equity Incentive Plan (the "Plan") to purchase the number of shares of the Company's Common Stock indicated in your Grant Notice at
the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.

The
details of your option are as follows:

1.     Vesting. Subject to the limitations contained herein, your option will vest as provided in your Grant Notice, provided
that vesting will cease upon the termination of your Continuous Service.

2.     Number of Shares and Exercise Price. The number of shares of Common Stock subject to your option and your exercise price
per share referenced in your Grant Notice may be adjusted from time to time for Capitalization Adjustments, as provided in the Plan.

3.     Exercise Prior to Vesting ("Early Exercise"). If permitted in your Grant Notice (i.e., the "Exercise Schedule" indicates
that "Early Exercise" of your option is permitted) and subject to the provisions of your option, you may elect at any time that is both (i) during the period of your Continuous Service and
(ii) during the term of your option, to exercise all or part of your option, including the nonvested portion of your option; provided, however, that:



4.     Method of Payment. Payment of the exercise price is due in full upon exercise of all or any part of your option. You may
elect to make payment of the exercise price in cash or by check or in any other mannerpermitted by your Grant Notice, which may include one or more of
the following:



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5.     Whole Shares. You may exercise your option only for whole shares of Common Stock.

6.     Securities Law Compliance. Notwithstanding anything to the contrary contained herein, you may not exercise your option
unless the shares of Common Stock issuable upon such exercise are then registered under the Securities Act or, if such shares of Common Stock are not then so registered, the Company has determined
that such exercise and issuance would be exempt from the registration requirements of the Securities Act. The exercise of your option must also comply with other applicable laws and regulations
governing your option, and you may not exercise your option if the Company determines that such exercise would not be in material compliance with such laws and regulations.

7.     Term. You may not exercise your option before the commencement of its term or after its term expires. The term of your
option commences on the Date of Grant and expires upon theearliestof the following:



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8.     Exercise.



9.     Transferability. Your option is not transferable, except by will or by the laws of descent and distribution, and is
exercisable during your life only by you. Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, you may designate a third party who, in the
event of your death, shall thereafter be entitled to exercise your option.

10.   Right of Repurchase. To the extent provided in the Company's bylaws as amended from time to time, the Company shall have
the right to repurchase all or any part of the shares of Common Stock you acquire pursuant to the exercise of your option.

11.   Option not a Service Contract. Your option is not an employment or service contract, and nothing in your option shall be
deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or an Affiliate, or of the Company or an Affiliate to continue your employment. In addition,
nothing in your option shall obligate the Company or an Affiliate, their respective shareholders, Boards of Directors, Officers or Employees to continue any relationship that you might have as a
Director or Consultant for the Company or an Affiliate.

12.   Withholding Obligations.



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13.   Notices. Any notices provided for in your option or the Plan shall be given in writing and shall be deemed effectively
given upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last
address you provided to the Company.

14.   Governing Plan Document. Your option is subject to all the provisions of the Plan, the provisions of which are hereby
made a part of your option, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. In the event
of any conflict between the provisions of your option and those of the Plan, the provisions of the Plan shall control.

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