**Exhibit 10.7.2**

**APPLERA CORPORATION/APPLIED BIOSYSTEMS GROUP****1999 STOCK INCENTIVE PLAN**

**FORM OF NON-QUALIFIED STOCK OPTION****AGREEMENT**

**NON-QUALIFIED STOCK OPTION****AGREEMENT** dated as of [Grant Date] by and between Applera Corporation, a Delaware corporation (the “Company”), and                                     [Name], a regular salaried employee of the Company or one of its subsidiaries (“you”).

***1.  Grant of Option.***The    Company hereby grants to you an option (the “Option”) to purchase    [Total Number of Shares] shares of its Applied Biosystems Group Common Stock,    par value $.01 per share (the “Applied Biosystems Stock”), under    the terms of the Applera Corporation/Applied Biosystems Group 1999 Stock    Incentive Plan (the “Plan”).

***2.  Purchase Price of Option.***The purchase price of the shares of Applied Biosystems Stock subject to the Option is $[Purchase Price] per share.

***3.  Expiration Date of Option.***The Option will expire as of 12:00 a.m. midnight (New York time) on [10 Year Anniversary of Grant Date] (the “Expiration Date”), unless it is terminated earlier as provided in this Agreement.

***4.  Exercise.***The Option may be exercised as to[25% of Total Number of Shares] shares on [First Anniversary of Grant Date], [25% of TotalNumber of Shares] shares on [Second Anniversary of Grant Date], [25% of TotalNumber of Shares] shares on [Third Anniversary of Grant Date], and [25% of TotalNumber of Shares] shares on [Fourth Anniversary of Grant Date].1 2  Exceptas provided below, the Option may not be exercised unless you are on the dateof exercise, and have been at all times from the date of grant to the date ofexercise, a regular employee of the Company or one of its subsidiaries.

***5.  Termination of Employment.*** If    your employment with the Company or a subsidiary is terminated by you or    the Company for any reason other than Cause (as defined below)3,    retirement, disability, or death, you may exercise the Option, to the extent    that you would otherwise be entitled to do so at the date of termination    of employment, at any time within 30 days after the date of termination,    but not after the Expiration Date.

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| 1           | During the 2005 fiscal year,          the vesting of all stock options issued pursuant to this form of agreement          was accelerated, such that allof these options became exercisable regardless of the vesting schedule set forth          in this Section 4. However, shares of stock issued upon the exercise          of the accelerated options by executive officers and someother senior employees are subject to a restriction on the sale or other transfer          prior to the earlierof the original vesting date or the individual’s termination of employment.
2

For stock options granted during or after June 2002, thevesting dates for a newly-hired employee are the anniversaries of the hire date, and not the grant date,if employment commences prior to the grant date.
3

 This reference to “Cause” is          applicable only to stock option grants approved on and after October 19,          2000.
 

 

***6.  Termination of Service        for Cause.***** If your employment with the Company is terminated        by the Company for Cause, the Option will be immediately forfeited in        full upon such termination (regardless of the extent to which the Option        may have been exercisable as of such time). For purposes of this paragraph        6 only, “Cause” is defined as (a) any act which is in bad faith        and to the detriment of the Company or (b) a material breach of any agreement        with or material obligation to the		Company.4

***7.  Retirement or Disability.***  If    you retire under the terms of any qualified pension plan provided by the    Company or one of its subsidiaries, or if you are totally and permanently    disabled, the Option may be exercised as to the total number of shares subject    to the Option (without regard to the exercise schedule set forth in paragraph    4) at any time within one year after the date of retirement or disability    retirement, but not after the Expiration Date.

***8.  Death.***  If you die while employed by the Company or one of its subsidiaries, the Option may be exercised (to the extent that you would have been entitled to do so at the date of your death) by your executor or administrator (or other person at the time entitled by law to your rights under the Option) at any time within one year after the date of death, but not after the Expiration Date.

***9.  Exercise of Option.***The Option may be exercised by giving written notice in the form specified by the Company to the Corporate Secretary at the principal office of the Company specifying the number of shares of Applied Biosystems Stock to be purchased.  However, the Option may not be exercised as to fewer than 100 shares, or the remaining shares covered by the Option if fewer than 100, at any one time, and the Option may not be exercised with respect to a fractional share.  The purchase price of the shares as to which the Option is exercised must be paid in full at the time of exercise, at your election, (a) in U.S. currency, (b) by tendering to the Company shares of Applied Biosystems Stock ownedby you for at least six months having a Fair Market Value (as defined in the Plan) equal to the aggregate purchase price of the shares as to which the Option is being exercised, (c) a combination of U.S. currency and/or previously owned shares of Applied Biosystems Stock valued at Fair Market Value, or (d) by payment of such other consideration as the Management Resources Committee of the Board of Directors (the “Committee”) from time to time determines.  For purposes of this paragraph, Fair Market Value will be determined as of the business day immediately preceding the day on which the Option is exercised.

***10.  Conditions to Exercise.******* The    exercise of the Option within one year following termination of employment    is subject to the satisfaction of the conditions that you have not (a) rendered    services or engaged directly or indirectly in any business which in the opinion    of the Committee competes with or is in conflict with the interests of the    Company, or (b) violated any written agreement with the Company, including,    without limitation, any confidentiality agreement. Your violation of either    clause (a) or (b) of the preceding sentence will result in the immediate    forfeiture of any Options held by you.

***11.  Tax Withholding Obligations***.    As a condition to the delivery of shares of Applied Biosystems Stock upon    the exercise of the Option, you agree to pay to the Company an amount sufficient    to satisfy any applicable tax withholding obligations. Alternatively, you    agree that the Company and your employer are expressly authorized to deduct    the appropriate withholding taxes from your pay in order to satisfy any income,    social, or other employment-related taxes related to your participation in    the Plan.
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4

 This provision is applicable only to          stock option grants approved on and after October 19, 2000.

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***12. Rights as a Stockholder.***You      will not have any rights as a stockholder with respect to the shares of      Applied Biosystems Stock subject to the Option prior to the issuance to      you of a certificate for such shares.

***13. Transferability.*** The      Option may not be transferred other than by will or by the laws of descent      and distribution, and the Option may be exercised, during your lifetime,      only by you or your guardian or legal representative.

***14. Change of Control.***Subject      to the terms of the Plan, the Option will become immediately exercisable      in full (without regard to the exercise schedule set forth in paragraph      4) upon the occurrence of any of the events set forth in Section 11 of      the Plan. 

***15. No Right to Continued          Employment.*** Neither the Option nor this Agreement confers upon          you any right to continue to be an employee of the Company or any of          its subsidiaries or interferes in any way with the right of the Company          or any of its subsidiaries to terminate your employment at any time.          Except as provided in this Agreement, the Option will terminate upon          your termination of employment for any reason. The Option will not          be reinstated if you are subsequently reinstated as an employee of          the Company or any subsidiary.

***16. No Right to Future Benefits.***The      Plan and the benefits offered thereunder are provided by the Company on      an entirely discretionary basis, and the Plan creates no vested rights      in participants. Neither the Option nor this Agreement confers upon you      any benefit other than as specifically set forth in this Agreement and      the Plan. You understand and agree that the benefits offered under the      Option and the Plan are not part of your salary and that receipt of the      Option does not entitle you to any future benefits under the Plan or any      other plan or program of the Company.

***17. Compliance with Law.*** No      shares of Applied Biosystems Stock will be issued upon the exercise of      the Option unless counsel for the Company is satisfied that such issuance      will be in compliance with all applicable laws.

***18. Terms of Plan Govern.*** This      Agreement and the terms of the Option will be governed by the terms of      the Plan which is hereby incorporated by reference in this Agreement. In      the event of any ambiguity in this Agreement or any inconsistency between      the terms of this Agreement and the terms of the Plan, the terms of the      Plan will govern. By your signature below, you acknowledge receipt of the      Prospectus for the Plan and agree to be bound by all of the terms of the      Plan.

***19. Amendments.***The      Option or the Plan may, subject to certain exceptions, be amended by the      Committee at any time in any manner. However, no amendment of the Option      or the Plan will adversely affect in any material manner any of your rights      under the Option without your consent.

***20. Governing Law.***This      Agreement will be governed by and construed in accordance with the internal      laws of the State of Delaware.

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**IN WITNESS WHEREOF,**this Agreement has been duly executed by the undersigned as of the day and year first written above. 
**APPLERA CORPORATION**
By: ___________________________             Chairman, President and       Chief    Executive Officer

Accepted and Agreed:

 

_________________________  [Name]

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