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                                                                 EXHIBIT 10.1.2

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER
THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE
OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT
PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION AND
QUALIFICATION UNDER FEDERAL AND STATE SECURITIES LAWS IS NOT REQUIRED.

                                 DELTAGEN, INC.
                            1998 STOCK INCENTIVE PLAN

                        INCENTIVE STOCK OPTION AGREEMENT

         DELTAGEN, INC., a Delaware  corporation (the "Company"), hereby
grants an Option to purchase shares of its common stock ("Shares") to the
Optionee named below.  The terms and conditions of the Option are set forth
in this cover sheet, in the attachment and in the Company's 1998 Stock
Incentive Plan (the "Plan").

Date of Grant:  _______________
Name of Optionee: ____________________________________________________________
Optionee's Social Security Number:____________________________________________
Number of Shares Covered by Option:  _________________________________________
Exercise Price per Share:  ___________________________________________________
[must be at least 100% fair market value on Date of Grant]


Vesting Start Date:  _________________________________________________________

__       Check here if Optionee is a 10% owner (so that exercise price must be
         110% of fair market value and term will not exceed 5 years).

     BY SIGNING THIS COVER SHEET, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS
     DESCRIBED IN THE ATTACHED AGREEMENT AND IN THE PLAN, A COPY OF WHICH IS
     ALSO ATTACHED.

Optionee: ____________________________________________________________________
                                   (Signature)

Company: _____________________________________________________________________
                                   (Signature)

Title: _______________________________________________________________________


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                                 DELTAGEN, INC.
                            1998 STOCK INCENTIVE PLAN

                        INCENTIVE STOCK OPTION AGREEMENT

INCENTIVE                    This Option is intended to be an incentive stock
STOCK OPTION                 option under section 422 of the Internal Revenue
                             Code and will be interpreted accordingly.

VESTING                      Your Option vests monthly over a four-year
                             period beginning on the Vesting Start Date as
                             shown on the cover sheet.  Accordingly, this
                             Option vests at a rate of 2.083333% of the
                             Shares covered by the Option per month from the
                             Vesting Start Date.  The number of Shares which
                             vest under this Option at the Exercise Price
                             shall be equal to the product of the number of
                             full months of your continuous employment with
                             the Company ("Service") (including any approved
                             leaves of absence) from the Vesting Start Date
                             times the number of Shares covered by this
                             Option times .02083333.  Notwithstanding the
                             above, no Shares will vest until you have
                             performed twelve months of Service from the
                             Vesting Start Date.  The resulting number of
                             Shares will be rounded to the nearest whole
                             number.  No additional Shares will vest after
                             your Service has terminated for any reason.

                             You should note that you may exercise the Option
                             prior to vesting. In that case, the Company has a
                             right to repurchase the unvested shares at the
                             original exercise price if you terminate employment
                             before vesting in all shares you purchased. Also,
                             if you exercise before vesting, you should consider
                             making an 83(b) election. Please see the attached
                             Tax Summary. THE 83(b) ELECTION MUST BE FILED
                             WITHIN 30 DAYS OF THE DATE YOU EXERCISE.

TERM                         Your Option will expire in any event at the close
                             of business at Company headquarters on the day
                             before the tenth anniversary (fifth anniversary for
                             a 10% owner) of the Date of Grant, as shown on the
                             cover sheet. (It will expire earlier if your
                             Service terminates, as described below.)

REGULAR TERMINATION          If your Service terminates for any reason except
                             death or Disability, your Option will expire at
                             the close of business at Company headquarters on
                             the 30th day after your termination date. During
                             that 30-day period, you may exercise that
                             portion of your Option that was vested on your
                             termination date.

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DEATH                        If you die while in Service with the Company, your
                             Option will expire at the close of business at
                             Company headquarters on the date six months after
                             the date of death. During that six-month period,
                             your estate or heirs may exercise that portion of
                             your Option that was vested on the date of death.

DISABILITY                   If your Service terminates because of your
                             Disability, your Option will expire at the close
                             of business at Company headquarters on the date
                             six months after your termination date.
                             (However, if your Disability is not expected to
                             result in death or to last for a continuous
                             period of at least 12 months, your Option will
                             be eligible for ISO tax treatment only if it is
                             exercised within three months following the
                             termination of your Service.) During that
                             six-month period, you may exercise that portion
                             of your Option that was vested on the date of
                             your Disability.

                             "Disability" means that you are unable to engage in
                             any substantial gainful activity by reason of any
                             medically determinable physical or mental
                             impairment.

LEAVES OF ABSENCE            For purposes of this Option, your Service does
                             not terminate when you go on a BONA FIDE leave
                             of absence that was approved by the Company in
                             writing, if the terms of the leave provide for
                             continued service crediting, or when continued
                             service crediting is required by applicable law.
                             However, your Service will be treated as
                             terminating 90 days after you went on leave,
                             unless your right to return to active work is
                             guaranteed by law or by a contract.  Your
                             Service terminates in any event when the
                             approved leave ends unless you immediately
                             return to active work.  The Company determines
                             which leaves count for this purpose, and when
                             your Service terminates for all purposes under
                             the Plan.  The Company also determines the
                             extent to which you may exercise the vested
                             portion of your Option during a leave of absence.

NOTICE OF EXERCISE           When you wish to exercise this Option, you must
                             execute the Notice of Exercise/Common Stock
                             Purchase Agreement (and, if exercise is prior to
                             vesting, you must also execute Exhibits C and
                             D).  If you exercise by means of a promissory
                             note (as permitted by the Option Agreement), you
                             must execute Exhibits A and B also.  Your
                             exercise will be effective when it is received
                             by the Company.  If someone else wants to
                             exercise this Option after your death, that
                             person must prove to the Company's satisfaction
                             that he or she is entitled to do so.

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FORM OF PAYMENT              When you submit the Notice of Exercise
                             and Common Stock Purchase Agreement, you must
                             include payment of the Exercise Price for the
                             Shares you are purchasing. Payment may be made in
                             one (or a combination) of the following forms:

                             -        Your personal check, a cashier's check or
                                      a money order.

                             -        Shares which you have owned for six months
                                      and which are surrendered to the Company.
                                      The value of the Shares, determined as of
                                      the effective date of the Option exercise,
                                      will be applied to the Exercise Price.

                             -        To the extent that a public market for the
                                      Shares exists as determined by the
                                      Company, by delivery (on a form prescribed
                                      by the Committee) of an irrevocable
                                      direction to a securities broker to sell
                                      Shares and to deliver all or part of the
                                      sale proceeds to the Company in payment of
                                      the aggregate Exercise Price.

                             -        A personal check, cashier's check, or
                                      money order for the par value of the
                                      Shares purchased and a full-recourse
                                      promissory note for the balance.

                             -        Any other form of legal consideration
                                      approved by the Committee.

WITHHOLDING                  You will not be allowed to exercise this Option
TAXES                        unless you make acceptable arrangements to pay
                             any withholding or other taxes that may be due
                             as a result of the Option exercise or the sale of
                             Shares acquired upon exercise of this Option.

RESTRICTIONS ON EXERCISE     By signing this Agreement, you agree not to
AND RESALE                   exercise this Option or sell any Shares
                             acquired upon exercise of this Option at
                             a time when applicable laws, regulations or
                             Company or underwriter trading policies prohibit
                             exercise or sale. In particular, the Company
                             shall have the right to designate one or more
                             periods of time, each of which shall not exceed
                             180 days in length, during which this Option
                             shall not be exercisable if the Company
                             determines (in its sole discretion) that such
                             limitation on exercise could in any way
                             facilitate a lessening of any restriction on
                             transfer pursuant to the Securities Act or any
                             state securities laws with respect to any
                             issuance of securities by the Company,
                             facilitate the registration or qualification of
                             any securities by the Company under the
                             Securities Act or any state securities laws, or
                             facilitate the perfection of any exemption from
                             the registration or qualification requirements
                             of the Securities Act or any applicable state
                             securities laws for the issuance or transfer of
                             any securities.

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                             Such limitation on exercise shall not alter the
                             vesting schedule set forth in this Agreement
                             other than to limit the periods during which
                             this Option shall be exercisable.

                             If the sale of Shares under the Plan is not
                             registered under the Securities Act of 1933, as
                             amended (the "Securities Act"), but an exemption is
                             available which requires an investment or other
                             representation, you shall represent and agree at
                             the time of exercise that the Shares being acquired
                             upon exercise of this Option are being acquired for
                             investment, and not with a view to the sale or
                             distribution thereof, and shall make such other
                             representations as are deemed necessary or
                             appropriate by the Company and its counsel.

THE COMPANY'S RIGHT OF       In the event that you propose to sell, pledge or
FIRST REFUSAL                otherwise transfer to a  third party any Shares
                             acquired under this Agreement, or any interest in
                             such Shares, the Company shall have the "Right
                             of First Refusal" with respect to all (and not
                             less than all) of such Shares. If you desire to
                             transfer Shares acquired under this Agreement,
                             you must give a written "Transfer Notice" to the
                             Company describing fully the proposed transfer,
                             including the number of Shares proposed to be
                             transferred, the proposed transfer price and the
                             name and address of the proposed transferee. The
                             Transfer Notice shall be signed both by you and
                             by the proposed transferee and must constitute a
                             binding commitment of both parties to the
                             transfer of the Shares.

                             The Company and its assignees shall have the right
                             to purchase all, and not less than all, of the
                             Shares on the terms described in the Transfer
                             Notice (subject, however, to any change in such
                             terms permitted in the next paragraph) by delivery
                             of a Notice of Exercise of the Right of First
                             Refusal within 30 days after the date when the
                             Transfer Notice was received by the Company. The
                             Company's rights under this Subsection shall be
                             freely assignable, in whole or in part.

                             If the Company fails to exercise its Right of First
                             Refusal within 30 days after the date when it
                             received the Transfer Notice, you may, not later
                             than six months following receipt of the Transfer
                             Notice by the Company, conclude a transfer of the
                             Shares subject to the Transfer Notice on the terms
                             and conditions described in the Transfer Notice.
                             Any proposed transfer on terms and conditions
                             different from those described in the Transfer
                             Notice, as well as any subsequent proposed transfer
                             by you, shall again be subject to the Right of
                             First Refusal and shall require compliance with the
                             procedure described in the paragraph above. If the
                             Company exercises its Right of First Refusal, you
                             and the

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                             Company (or its assignees) shall consummate
                             the sale of the Shares on the terms set forth in
                             the Transfer Notice.

                             The Company's Right of First Refusal shall inure to
                             the benefit of its successors and assigns and shall
                             be binding upon any transferee of the Shares.

TRANSFER OF OPTION           Prior to your death, only you may exercise this
                             Option. You cannot transfer or assign this
                             Option. For instance, you may not sell this
                             Option or use it as security for a loan. If you
                             attempt to do any of these things, this Option
                             will immediately become invalid. You may,
                             however, dispose of this Option in your will.

                             Regardless of any marital property settlement
                             agreement, the Company is not obligated to honor a
                             Notice of Exercise from your spouse or former
                             spouse, nor is the Company obligated to recognize
                             such individual's interest in your Option in any
                             other way.

RETENTION RIGHTS             This Agreement does not give you the right to
                             be retained by the Company in any capacity. The
                             Company reserves the right to terminate your
                             Service at any time and for any reason.

SHAREHOLDER RIGHTS           Neither you, nor your estate or heirs, have
                             any rights as a shareholder of the Company until a
                             certificate for the Shares acquired upon exercise
                             of this Option has been issued. No adjustments are
                             made for dividends or other rights if the
                             applicable record date occurs before your stock
                             certificate is issued, except as described in the
                             Plan.

ADJUSTMENTS                  In the event of a stock split, a stock dividend or
                             a similar change in the Company's Stock, the number
                             of Shares covered by this Option and the Exercise
                             Price per share may be adjusted pursuant to the
                             Plan. Your Option shall be subject to the terms of
                             the agreement of merger, liquidation or
                             reorganization in the event the Company is subject
                             to such corporate activity.

LEGENDS                      All certificates representing the Shares issued
                             upon exercise of this Option shall, where
                             applicable, have endorsed thereon the following
                             legends:

                                      "THESE SECURITIES REPRESENTED BY THIS
                                      CERTIFICATE HAVE NOT BEEN REGISTERED OR
                                      QUALIFIED UNDER THE SECURITIES ACT OF
                                      1933, AS AMENDED, OR THE SECURITIES LAWS
                                      OF ANY STATE. THEY MAY NOT BE SOLD,
                                      OFFERED FOR

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                                      SALE, PLEDGED OR HYPOTHECATED IN THE
                                      ABSENCE OF A REGISTRATION STATEMENT
                                      IN EFFECT WITH RESPECT TO THE SECURITIES
                                      UNDER SUCH ACT AND QUALIFICATION UNDER
                                      APPLICABLE STATE SECURITIES LAWS OR AN
                                      OPINION OF COUNSEL SATISFACTORY TO THE
                                      COMPANY THAT SUCH REGISTRATION AND
                                      QUALIFICATION ARE NOT REQUIRED.

                                      THIS CERTIFICATE AND THE SHARES
                                      REPRESENTED HEREBY MAY NOT BE SOLD,
                                      ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN
                                      ANY MANNER DISPOSED OF EXCEPT IN
                                      CONFORMITY WITH THE TERMS OF A WRITTEN
                                      AGREEMENT BETWEEN THE CORPORATION AND THE
                                      REGISTERED HOLDER OF THE SHARES (OR THE
                                      PREDECESSOR IN INTEREST TO THE SHARES).
                                      SUCH AGREEMENT GRANTS CERTAIN REPURCHASE
                                      RIGHTS AND RIGHTS OF FIRST REFUSAL TO THE
                                      CORPORATION (OR ITS ASSIGNEES) UPON THE
                                      SALE, ASSIGNMENT, TRANSFER, ENCUMBRANCE OR
                                      OTHER DISPOSITION OF THE CORPORATION'S
                                      SHARES. A COPY OF SUCH AGREEMENT MAY BE
                                      OBTAINED WITHOUT CHARGE UPON WRITTEN
                                      REQUEST TO THE SECRETARY OF THE
                                      CORPORATION."

APPLICABLE LAW               This Agreement will be interpreted and enforced
                             under the laws of the State of California (without
                             regard to their choice of law provisions).

THE PLAN AND OTHER           The text of the Plan is incorporated in this
AGREEMENTS                   Agreement by reference. Certain capitalized terms
                             used in this Agreement are defined in the Plan.

                             This Agreement and the Plan constitute the entire
                             understanding between you and the Company regarding
                             this Option. Any prior agreements, commitments or
                             negotiations concerning this Option are superseded.

     By signing the cover sheet of this Agreement, you agree to all of the terms
     and conditions described above and in the Plan. You also acknowledge that
     you have read Section 11, "Purchaser's Investment Representation," in
     Notice of Exercise and Common Stock

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     Purchase Agreement, and that you can, and hereby do, make the same
     representations with respect to the grant of this Option.