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                                                                    EXHIBIT 10.2

                                                               Option No. ISO-__

                         INSPIRE PHARMACEUTICALS, INC.

                            INCENTIVE STOCK OPTION


     Inspire Pharmaceuticals, Inc. (the "Company"), a Delaware corporation, as
an incentive and inducement to___________________ (the "Optionee"), who is
presently an employee of the Company, to devote [his or her] best efforts to the
affairs of the Company, which incentive and inducement the Board of Directors of
the Company (the "Board") has determined to be sufficient consideration for the
grant of this Option, hereby grants to the Optionee the right and option (the
"Option") to purchase from the Company up to____________shares of its Common
Stock, $0.001 par value (the "Stock"). This Option is granted under, and is
subject to, the provisions of the Company's 1995 Stock Plan, as amended from
time to time (the "Plan") and shall be exercisable only on the following terms
and conditions:

1 .  The price ("Strike Price") to be paid for each share of Stock upon exercise
of the whole or any part of this Option shall be $0._____, which is not less
than 100% of the fair market value of a share of Stock on the date hereof.

2.   This Option may be exercised, at any time after________________ (a "Vesting
Date"), as to_______ shares, then for____ months thereafter on the _____ day of
each month (each, a "Vesting Date"), this Option may be exercised as to ______
shares, and on the final month of vesting, this Option may be exercised as to
the remaining______ shares (the "Exercise Period"); provided, however, that this
Option may not be exercised as to any shares after the expiration of ten years
from the date hereof.

3.   This Option may be exercised at any time and from time to time, subject to
the limitation of Section 2 above, up to the aggregate number of shares
specified herein, but in no event for the purchase of other than full shares.
Written notice of exercise shall be delivered to the Company specifying the
number of shares with respect to which the Option is being exercised and a date
not later than fifteen days after the date of the delivery of such notice as the
date on which the Optionee will take up and pay for such shares. On the date
specified in such notice, the Company will deliver to the Optionee a certificate
for the number of shares with respect to which the Option is being exercised
against payment therefor in cash or by certified check.

4.   The Optionee shall not be deemed, for any purpose, to have any rights
whatever in respect of Option Shares to which the Option shall not have been
exercised and payment made as aforesaid. The Optionee shall not be deemed to
have any rights to continued employment by virtue of this Option.

5.   In the event that the Board, in its discretion, determines that any stock
dividend, split-up, combination or reclassification of shares, recapitalization
or other similar capital change affects the

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Stock such that adjustment is required in order to preserve the benefits or
potential benefits of this Option, the maximum aggregate number and kind of
shares or securities of the Company subject to this Option, and the Strike Price
of this Option, shall be appropriately adjusted by the Board (whose
determination shall be conclusive) so that the proportionate number of Option
Shares or other securities subject to this Option and the proportionate interest
of the Optionee shall be maintained as before the occurrence of such event.

6.   In the event of a consolidation or merger of the Company with another
corporation, or the sale or exchange of all or substantially all of the assets
of the Company, or a reorganization or liquidation of the Company, the Optionee
shall be entitled to receive upon exercise and payment in accordance with the
terms of the Option the same shares, securities or property as he or she would
have been entitled to receive upon the occurrence of such event if he or she had
been, immediately prior to such event, the owner of the number of Option Shares.
In lieu of the foregoing, however, the Board may upon written notice to the
Optionee provide that, unless theretofore exercised, this Option shall expire as
of the earlier of the Expiration Date or the date specified in such notice which
may not be less than 20 days after the date of such notice. In connection with
such notice, the Board may in its discretion accelerate or waive any deferred
Vesting Date.

7.   During the Optionee's lifetime, this Option shall be exercisable only by
such Optionee or, in the case of his or her legal incapacity, his or her
guardian or legal representative. This Option shall be transferable by the
Optionee only by will or the laws of descent and distribution. After the
Optionee's death, the Option shall be exercisable only by the person or persons
entitled to do so under the Optionee's last will and testament or if the
Optionee fails to make a testamentary disposition of the Option or dies
intestate, by the person or persons entitled to receive the Option under any
applicable laws of descent and distribution. In no event shall the Option be
exercisable by any such transferee described above to a greater extent than the
Option could have been exercised by the Optionee immediately prior to his or her
death or the effective date of his or her termination of employment due to
Disability, as defined in Section 22(e)(3) of the Code (as applicable). The
Board shall have the right to require evidence to its satisfaction of the rights
of any person or persons seeking to exercise the Option hereunder, e.g., an
                                                                   ---
authenticated copy of the will. Any attempted assignment, transfer, pledge,
hypothecation or other disposition of this Option contrary to the provisions
hereof, and the levy of any execution, attachment or similar process upon the
Option, shall be null and void and without effect. Any transferee described
above shall be treated as the Optionee for purposes of all other provisions of
this Option Agreement and the terms of the Plan.

8.   If the Optionee terminates employment during the Exercise Period, such
period shall be adjusted as follows, except that in no event shall the Exercise
Period be extended beyond the Expiration Date:

     (a)  The Exercise Period shall end immediately upon the date of the
          Optionee's breach of any agreement, covenant or representation by and
          between the Optionee and the Company, including but not limited to any
          promise or warrant made as consideration for this amendment or the
          terms of any severance agreement.

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     (b)  The Exercise Period shall end immediately upon the effective date of
          the Optionee's termination of employment by his or her: (i)
          voluntary resignation in violation of any agreement to remain in the
          employ of the Company; (ii) involuntary "Discharge for Cause" for
          reasons which may include, without limitation, any illegal or improper
          conduct that injures or impairs the reputation, goodwill, or business
          of the Company, involves the misappropriation of funds of the Company,
          or the misuse of data, information or documents acquired in connection
          with employment by the Company, or violates any other directive or
          policy promulgated by the Company; (iii) resignation in anticipation
          of Discharge for Cause; or (iv) resignation accepted by the Company in
          lieu of a formal Discharge for Cause.

     (c)  The Exercise Period shall end three months after the effective date of
          the Optionee's termination of employment for any reason OTHER THAN:
          (i) by transfer to an affiliated corporation which owns directly or
          indirectly 50 percent or more of the total combined voting power of
          the Company or in which the Company owns directly or indirectly 50
          percent or more of the total combined voting power or has a
          significant financial interest as determined by the Board
          ("Affiliate"); or (ii) any reason for which the Option would expire
          immediately, as described under this Section.

     (d)  The Exercise Period shall end twelve months after the effective date
          of the Optionee's death or termination of employment due to
          Disability, subject to such proof of Disability as the Board may
          require.

9.   It shall be a condition of exercise hereunder that:

     (a)  The Company may, in its discretion, require that in the opinion of
          counsel for the Company the proposed purchase of Option Shares shall
          be exempt from registration under the Securities Act of 1933, as
          amended;

     (b)  The Optionee shall have made such undertakings and agreements with the
          Company as the Company may reasonably require, and that such other
          steps, if any, as counsel for the Company shall deem necessary to
          comply with any law, rule or regulation applicable to the issue of
          such shares by the Company shall have been taken by the Company or the
          Optionee, or both;

     (c)  The certificates representing the shares purchased under this Option
          may contain such legends as counsel for the Company shall deem
          necessary to comply with the applicable law, rule or regulation;

     (d)  The Optionee shall execute and deliver to the Company a counterpart of
          the Amended and Restated Stockholders Agreement among the Company and
          certain of its

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          stockholders dated March 10, 1995, and any amendment thereto or
          restatement or replacement thereof, pursuant to which the Optionee
          shall be subject to all provisions therein applicable to holders of
          Common Stock of the Company; and

     (e)  The Option shall, if the Company so requests, provide payment of all
          state and federal taxes imposed upon the exercise of this Option and
          the issue of the shares covered hereby.

10.  This Option is issued pursuant to the terms of the Plan. This Certificate
does not set forth all of the terms and conditions of the Plan, which are
incorporated herein by reference. Copies of the Plan may be obtained upon
written request without charge from the Treasurer of the Company.

11.  This Option is intended to be treated as an Incentive Stock Option.

     (a)  The Optionee agrees to notify the Company in writing within 30 days of
          the disposition of one or more shares of Stock which were transferred
          to him or her pursuant to the exercise of this Option if such
          disposition occurs within two years from the Date of Grant of this
          Option or within one year after the transfer of such shares.

     (b)  The Optionee acknowledges that:

          (i)   In the event the Optionee terminates employment with the Company
                or an Affiliate for reasons other than death or Disability, this
                Option shall cease to be eligible for tax treatment as an
                Incentive Stock Option, unless it is exercised within three
                months from the date of such termination; and.

          (ii)  In the event the Optionee dies or terminates employment due to
                Disability, this Option shall cease to be eligible for tax
                treatment as an Incentive Stock Option, unless it is exercised
                within twelve months from the date of death or such termination
                due to Disability.

12.  This Option Agreement may be amended only by a written agreement executed
by the Company and the Optionee. The Company and the Optionee acknowledge that
changes in federal tax laws enacted subsequent to the Date of Grant, and
applicable to stock options, may provide for tax benefits to the Company or the
Optionee. In that event, the Company and the Optionee agree that this Option
Agreement may be amended as necessary to secure for the Company and the Optionee
any benefits that may result from that legislation. Any amendment shall be made
only upon the mutual consent of the parties, which consent (of either party) may
be withheld for any reason.

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     IN WITNESS WHEREOF the Company has caused this Option to be executed by its
duly authorized officers on its behalf as of ___________________.

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                                             INSPIRE PHARMACEUTICALS, INC.

                                              By:____________________________

                                              Title:_________________________

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