Exhibit 10.81  CALIPER LIFE SCIENCES, INC. 2009 EQUITY INCENTIVE PLAN  STOCK
OPTION AGREEMENT - INCORPORATED TERMS AND CONDITIONS  AGREEMENT made as of the
date of grant set forth in the Stock Option Grant Notice between Caliper Life
Sciences, Inc. (the Company), a Delawarecorporation,
and the individual whose name appears on the Stock Option Grant Notice (the Participant).  WHEREAS, the Company
desires to grant to the Participant an Option to purchase shares of its common
stock, $0.001 par value per share (the Shares), under and for the purposes
set forth in the Companys 2009 Equity IncentivePlan
(the Plan);  WHEREAS, the Company and
the Participant understand and agree that any terms used and not defined herein
have the same meanings as in the Plan; and  WHEREAS, the Company and
the Participant each intend that the Option granted herein shall be of the type
set forth in the Stock Option Grant Notice.  NOW, THEREFORE, in
consideration of the mutual covenants hereinafter set forth and for other good
and valuable consideration, the parties hereto agree as follows:  1.GRANT OF OPTION.  The Company hereby grants to the Participant the right
and option to purchase all or any part of an aggregate of the number of Shares
set forth in the Stock Option Grant Notice, on the terms and conditions and
subject to all the limitations set forth herein, under United States securities
and tax laws, and in the Plan, which is incorporated herein by reference.  The Participant acknowledges receipt of a
copy of the Plan.  2.EXERCISE PRICE.  The exercise price of the
Shares covered by the Option shall be the amount per Share set forth in the
Stock Option Grant Notice, subject to adjustment, as provided in the Plan, in
the event of a stock split, reverse stock split or other events affecting the
holders of Shares after the date hereof (the Exercise Price).  Payment shall be made in accordance with
Paragraph 9of the Plan.


3.EXERCISABILITY OF OPTION.  Subject to the terms and
conditions set forth in this Agreement and the Plan, the Option granted hereby
shall become exercisable as set forth in the Stock Option Grant Notice and are
subject to the other terms and conditions of this Agreement and the Plan.  4.TERM OF OPTION.  This Option shall
terminate ten years from the date of this Agreement or, if this Option is
designated in the Stock Option Grant Notice as an ISO and the Participant owns
as of the date hereof more than 10% of the total combined voting power of all
classes of capital stock of the Company or an Affiliate, five years from the
date of this Agreement, but shall be subject to earlier termination as provided
herein or in the Plan.  If the Participant ceases
to be an employee, director or Consultant of the Company or of an Affiliate for
any reason other than the death or Disability of the Participant, or
termination of the Participant for Cause,the Option
may be exercised, if it has not previously terminated, within three months
after the date the Participant ceases to provide service to the Company or an Affiliate,
or within the originally prescribed term of the Option, whichever is earlier,
but may not be exercised thereafter except as set forth below.  In such event, the Option shall be
exercisable only to the extent that the Option has become exercisable and is in
effect at the date of such cessation of service.  If
thisOption is
designated in the Stock Option Grant Notice as an ISO andthe
Participant ceases to be an employee of the Company or of an Affiliate but
continues after termination of employment to provide service to the Company or
an Affiliate as a director or Consultant, this Option shall continue to vest in
accordance with Section 3 above as if this Option had not terminated until
the Participant is no longer providing services to the Company.  In such case, this Option shall automatically
convert and be deemed a Non-Qualified Option as of the date that is three
months from termination of the Participants employment and this Option shall
continue on the same terms and conditions set forth herein until such
Participant is no longer providing service to the Company or an Affiliate.  Notwithstanding the
foregoing, in the event of the Participants Disability or death within three
months after the termination of service, the Option may be exercised (i) by
the Participant within one year of the Participants termination of service due
to Disability; and (ii) by Participants Survivors within eighteen (18)
months after the date of the Participants termination of service due to death,
but in neither case may the Option be exercised after the date of expiration of
the term of the Option.  In the event the
Participants service is terminated by the Company or an Affiliate for Cause,
the Participants right to exercise any unexercised portion of this Option
shall cease immediately as of the time the Participant is notified his or her
service  2


is terminated for Cause,
and this Option shall thereupon terminate. 
Notwithstanding anything herein to the contrary, if subsequent to the
Participants termination, but prior to the exercise of the Option, the Board
of Directors of the Company determines that, either prior or subsequent to the
Participants termination, the Participant engaged in conduct which would
constitute Cause, then the Participant shall immediately cease to have any
right to exercise the Option and this Option shall thereupon terminate.  In the event of the
Disability of the Participant, as determined in accordance with the Plan, the
Option shall be exercisable within one year after the Participants termination
of service or, if earlier, within the term originally prescribed by the
Option.  In such event, the Option shall
be exercisable to the extent that the Option has become exercisable but has not
been exercised as of the date of Disability.  In the event of the death
of the Participant while an employee, director or Consultant of the Company or
of an Affiliate, the Option shall be exercisable by the Participants Survivors
within eighteen (18) months after the date of death of the Participant or, if
earlier, within the originally prescribed term of the Option.  In such event, the Option shall be
exercisable to the extent that the Option has become exercisable but has not
been exercised as of the date of death.  5.METHOD OF EXERCISING OPTION.  Subject to the terms and
conditions of this Agreement, the Option may be exercised by written notice to
the Company or its designee, in substantially the form of Exhibit A
attached hereto.  Such notice shall state
the number of Shares with respect to which the Option is being exercised and
shall be signed by the person exercising the Option.  Payment of the Exercise Price for such Shares
shall be made in accordance with Paragraph 9 of the Plan.  The Company shall deliver such Shares as soon
as practicable after the notice shall be received, provided, however, that the
Company may delay issuance of such Shares until completion of any action or
obtaining of any consent, which the Company deems necessary under any
applicable law (including, without limitation, state securities or blue sky
laws).  The Shares as to which the Option
shall have been so exercised shall be registered in the Companys share
register in the name of the person so exercising the Option (or, if the Option
shall be exercised by the Participant and if the Participant shall so request
in the notice exercising the Option, shall be registered in the Companys share
register in the name of the Participant and another person jointly, with right
of survivorship) and shall be delivered as provided above to or upon the
written order of the person exercising the Option.  In the event the Option shall be exercised,
pursuant to Section 4 hereof, by any person other than the Participant,
such notice shall be accompanied by appropriate proof of the right of such
person to exercise the Option. All Shares that shall be purchased upon the
exercise of the Option as provided herein shall be fully paid and non-assessable.  3


6.PARTIAL EXERCISE.  Exercise of this Option
to the extent above stated may be made in part at any time and from time to
time within the above limits, except that no fractional share shall be issued
pursuant to this Option.  7.NON-ASSIGNABILITY.  The Option shall not be
transferable by the Participant otherwise than by will or by the laws of
descent and distribution.  If this Option
is a Non-Qualified Option then it may also be transferred pursuant to a qualified
domestic relations order as defined by the Code or Title I of the Employee
Retirement Income Security Act or the rules thereunder. Except as provided
above in this paragraph, the Option shall be exercisable, during the
Participants lifetime, only by the Participant (or, in the event of legal
incapacity or incompetency, by the Participants guardian or representative)
and shall not be assigned, pledged or hypothecated in any way (whether by
operation of law or otherwise) and shall not be subject to execution,
attachment or similar process. Any attempted transfer, assignment, pledge,
hypothecation or other disposition of the Option or of any rights granted
hereunder contrary to the provisions of this Section 7, or the levy of any
attachment or similar process upon the Option shall be null and void.  8.NO RIGHTS AS STOCKHOLDER UNTIL EXERCISE.  The Participant shall
have no rights as a stockholder with respect to Shares subject to this
Agreement until registration of the Shares in the Companys share register in
the name of the Participant.  Except as
is expressly provided in the Plan with respect to certain changes in the
capitalization of the Company, no adjustment shall be made for dividends or
similar rights for which the record date is prior to the date of such
registration.  9.ADJUSTMENTS.  The Plan contains
provisions covering the treatment of Options in a number of contingencies such
as stock splits and mergers.  Provisions
in the Plan for adjustment with respect to stock subject to Options and the related
provisions with respect to successors to the business of the Company are hereby
made applicable hereunder and are incorporated herein by reference.  10.TAXES.  The Participant
acknowledges that any income or other taxes due from him or her with respect to
this Option or the Shares issuable pursuant to this Option shall be the
Participants responsibility.  The
Participant acknowledges and agrees that (i) the Participant was free to
use professional advisors of his or her choice in connection with this
Agreement, has received advice from his or her professional advisors in
connection with this Agreement, understands its meaning and import, and is
entering into this  4


Agreement freely and
without coercion or duress; (ii) the Participant has not received and is
not relying upon any advice, representations or assurances made by or on behalf
of the Company or any Affiliate or any employee of or counsel to the Company or
any Affiliate regarding any tax or other effects or implications of the Option,
the Shares or other matters contemplated by this Agreement and (iii) neither
the Company its Affiliates, nor any of its officers or directors, shall be held
liable for any applicable costs, taxes, or penalties associated with the Option
if, in fact, the Internal Revenue Service were to determine that the Option
constitutes deferred compensation under Section 409A of the Code.  If this Option is
designated in the Stock Option Grant Notice as an ISO and there is a
Disqualifying Disposition (as defined in Section 15below)
or if the Option is converted into a Non-Qualified Option and such
Non-Qualified Option is exercised, the Participant agrees that the Company may
withhold from the Participants remuneration, if any, the minimum statutory
amount of federal, state and local withholding taxes attributable to such
amount that is considered compensation includable in such persons gross
income.  At the Companys discretion, the
amount required to be withheld may be withheld in cash from such remuneration,
or in kind from the Shares otherwise deliverable to the Participant on exercise
of the Option.  The Participant further
agrees that, if the Company does not withhold an amount from the Participants
remuneration sufficient to satisfy the Companys income tax withholding
obligation, the Participant will reimburse the Company on demand, in cash, for
the amount under-withheld.  11.PURCHASE FOR INVESTMENT.  Unless the offering and
sale of the Shares to be issued upon the particular exercise of the Option
shall have been effectively registered under the Securities Act of 1933, as now
in force or hereafter amended (the 1933 Act), the Company shall be under no
obligation to issue the Shares covered by such exercise unless and until the
following conditions have been fulfilled:  (a)The person(s) who exercise the
Option shall warrant to the Company, at the time of such exercise, that such
person(s) are acquiring such Shares for their own respective accounts, for
investment, and not with a view to, or for sale in connection with, the
distribution of any such Shares, in which event the person(s) acquiring
such Shares shall be bound by the provisions of the following legend which
shall be endorsed upon any certificate(s) evidencing the Shares issued
pursuant to such exercise:  The shares represented
by this certificate have been taken for investment and they may not be sold or
otherwise transferred by any person, including a pledgee, unless (1) either
(a) a Registration Statement with respect to such shares shall be
effective under the Securities Act of 1933, as amended, or (b) the Company
shall have  5


received an opinion of
counsel satisfactory to it that an exemption from registration under such Act
is then available, and (2) there shall have been compliance with all
applicable state securities laws; and  (b)If the Company so requires, the Company
shall have received an opinion of its counsel that the Shares may be issued
upon such particular exercise in compliance with the 1933 Act without
registration thereunder.  Without
limiting the generality of the foregoing, the Company may delay issuance of the
Shares until completion of any action or obtaining of any consent, which the
Company deems necessary under any applicable law (including without limitation
state securities or blue sky laws).  12.RESTRICTIONS ON TRANSFER OF SHARES.  12.1The Participant
agrees that in the event the Company proposes to offer for sale to the public
any of its equity securities and such Participant is requested by the Company
and any underwriter engaged by the Company in connection with such offering to
sign an agreement restricting the sale or other transfer of Shares, then it
will promptly sign such agreement and will not transfer, whether in privately
negotiated transactions or to the public in open market transactions or
otherwise, any Shares or other securities of the Company held by him or her
during such period as is determined by the Company and the underwriters, not to
exceed 180 days following the closing of the offering, plus such additional
period of time as may be required to comply with Marketplace Rule 2711 of
the National Association of Securities Dealers, Inc. or similar rules thereto
(such period, the Lock-Up Period). 
Such agreement shall be in writing and in form and substance reasonably
satisfactory to the Company and such underwriter and pursuant to customary and
prevailing terms and conditions. 
Notwithstanding whether the Participant has signed such an agreement,
the Company may impose stop-transfer instructions with respect to the Shares or
other securities of the Company subject to the foregoing restrictions until the
end of the Lock-Up Period.  12.2The Participant acknowledges and agrees
that neither the Company, its shareholders nor its directors and officers, has
any duty or obligation to disclose to the Participant any material information
regarding the business of the Company or affecting the value of the Shares
before, at the time of, or following a termination of the service of the
Participant by the Company, including, without limitation, any information
concerning plans for the Company to make a public offering of its securities or
to be acquired by or merged with or into another firm or entity.  13.NO OBLIGATION TO MAINTAIN RELATIONSHIP.  The Company is not by the
Plan or this Option obligated to continue the Participant as an employee,
director or Consultant of the Company or an Affiliate.  The  6


Participant
acknowledges:  (i) that the Plan is
discretionary in nature and may be suspended or terminated by the Company at
any time; (ii) that the grant of the Option is a one-time benefit which
does not create any contractual or other right to receive future grants of
options, or benefits in lieu of options; (iii) that all determinations
with respect to any such future grants, including, but not limited to, the
times when options shall be granted, the number of shares subject to each
option, the option price, and the time or times when each option shall be
exercisable, will be at the sole discretion of the Company; (iv) that the
Participants participation in the Plan is voluntary; (v) that the value
of the Option is an extraordinary item of compensation which is outside the
scope of the Participants employment or consulting contract, if any; and (vi) that
the Option is not part of normal or expected compensation for purposes of
calculating any severance, resignation, redundancy, end of service payments, bonuses,
long-service awards, pension or retirement benefits or similar payments.  14.IF OPTION IS INTENDED TO BE AN ISO.  If this Option is
designated in the Stock Option Grant Notice as an ISO so that the Participant
(or the Participants Survivors) may qualify for the favorable tax treatment
provided to holders of Options that meet the standards of Section 422 of
the Code then any provision of this Agreement or the Plan which conflicts with
the Code so that this Option would not be deemed an ISO is null and void and
any ambiguities shall be resolved so that the Option qualifies as an ISO.  Nonetheless, if the Option is determined not
to be an ISO, the Participant understands that neither the Company nor any
Affiliate is responsible to compensate him or her or otherwise make up for the
treatment of the Option as a Non-Qualified Option and not as an ISO.  The Participant should consult with the
Participants own tax advisors regarding the tax effects of the Option and the
requirements necessary to obtain favorable tax treatment under Section 422
of the Code, including, but not limited to, holding period requirements.  Notwithstanding the
foregoing, to the extent that the Option is designated in the Stock Option
Grant Notice as an ISO and is not deemed to be an ISO pursuant to Section 422(d) of
the Code because the aggregate fair market value (determined as of the date
hereof) of any of the Shares with respect to which this ISO is granted becomes
exercisable for the first time during any calendar year in excess of $100,000,
the portion of the Option representing such excess value shall be treated as a
Non-Qualified Option and the Participant shall be deemed to have taxable income
measured by the difference between the then fair market value of the Shares
received upon exercise and the price paid for such Shares pursuant to this
Agreement.  15.NOTICE TO COMPANY OF DISQUALIFYING
DISPOSITION OF AN ISO.  If this Option is
designated in the Stock Option Grant Notice as an ISO then the Participant
agrees to notify the Company in writing immediately after the Participant makes
a Disqualifying Disposition of any of the Shares acquired pursuant to the
exercise of the ISO.  A Disqualifying
Disposition is defined in Section 424(c) of the  7


Code and includes any
disposition (including any sale) of such Shares before the later of (a) two
years after the date the Participant was granted the ISO or (b) one year
after the date the Participant acquired Shares by exercising the ISO, except as
otherwise provided in Section 424(c) of the Code.  If the Participant has died before the Shares
are sold, these holding period requirements do not apply and no Disqualifying
Disposition can occur thereafter.  16.NOTICES.  Any notices required or
permitted by the terms of this Agreement or the Plan shall be given by
recognized courier service, facsimile, registered or certified mail, return
receipt requested, addressed as follows:  If
to the Company:  Caliper
Life Sciences, Inc. 68 Elm Street Hopkinton, MA 01748 Attention:
 Stock Plan Administrator  If to the Participant at
the address set forth on the Stock Option Grant Notice  or to such other address
or addresses of which notice in the same manner has previously been given.  Any such notice shall be deemed to have been
given upon the earlier of receipt, one business day following delivery to a
recognized courier service or three business days following mailing by
registered or certified mail.  17.GOVERNING LAW.  This Agreement shall be
construed and enforced in accordance with the law of the State of Delaware, without giving effect to the conflict of law principles
thereof.  For the purpose of litigating
any dispute that arises under this Agreement, the parties hereby consent to
exclusive jurisdiction in Delawareand agree that
such litigation shall be conducted in the state courts of Middlesex County,
Massachusetts or the federal courts of the United States for the District of
Massachusetts.  18.BENEFIT OF AGREEMENT.  Subject to the provisions
of the Plan and the other provisions hereof, this Agreement shall be for the
benefit of and shall be binding upon the heirs, executors, administrators,
successors and assigns of the parties hereto.  19.ENTIRE AGREEMENT.  This Agreement, together
with the Plan, embodies the entire agreement and understanding between the
parties hereto with respect to the subject matter hereof  8


and supersedes all prior
oral or written agreements and understandings relating to the subject matter
hereof.  No statement, representation,
warranty, covenant or agreement not expressly set forth in this Agreement shall
affect or be used to interpret, change or restrict, the express terms and provisions
of this Agreement, provided, however, in any event, this Agreement shall be
subject to and governed by the Plan.  20.MODIFICATIONS AND AMENDMENTS.  The terms and provisions
of this Agreement may be modified or amended as provided in the Plan.  21.WAIVERS AND CONSENTS.  Except as provided in the
Plan, the terms and provisions of this Agreement may be waived, or consent for
the departure therefrom granted, only by written document executed by the party
entitled to the benefits of such terms or provisions.  No such waiver or consent shall be deemed to
be or shall constitute a waiver or consent with respect to any other terms or
provisions of this Agreement, whether or not similar.  Each such waiver or consent shall be
effective only in the specific instance and for the purpose for which it was
given, and shall not constitute a continuing waiver or consent.  22.DATA PRIVACY.  By entering into this
Agreement, the Participant:  (i) authorizes
the Company and each Affiliate, and any agent of the Company or any Affiliate
administering the Plan or providing Plan recordkeeping services, to disclose to
the Company or any of its Affiliates such information and data as the Company
or any such Affiliate shall request in order to facilitate the grant of options
and the administration of the Plan; (ii) waives any data privacy rights he
or she may have with respect to such information; and (iii) authorizes the
Company and each Affiliate to store and transmit such information in electronic
form.  9