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                                                                    Exhibit 10.2

                                 INNERDYNE, INC.

                        2000 DIRECTORS' STOCK OPTION PLAN

                  (as amended and restated as of June 20, 2000)


        1.     Purposes of the Plan. The purposes of this Directors' Stock
Option Plan are to attract and retain the best available individuals for service
as Directors of the Company, to pro-vide additional incentive to the Outside
Directors of the Company to serve as Directors, and to encourage their continued
service on the Board.

               All options granted hereunder shall be "nonstatutory stock
options."

        2.     Definitions.  As used herein, the following definitions shall
apply:

               (a) "Board" shall mean the Board of Directors of the Company.

               (b) "Code" shall mean the Internal Revenue Code of 1986, as
amended.

               (c) "Common Stock" shall mean the Common Stock of the Company.

               (d) "Company" shall mean Innerdyne, Inc., a Delaware corporation.

               (e) "Continuous Status as a Director" shall mean the absence of
any interruption or termination of service as a Director.

               (f) "Director" shall mean a member of the Board.

               (g) "Employee" shall mean any person, including officers and
Directors, employed by the Company or any Parent or Subsidiary of the Company.
The payment of a director's fee by the Company shall not be sufficient in and of
itself to constitute "employment" by the Company.

               (h) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

               (i) "Option" shall mean a stock option granted pursuant to the
Plan.

               (j) "Optioned Stock" shall mean the Common Stock subject to an
Option.

               (k) "Optionee" shall mean an Outside Director who receives an
Option.

               (l) "Outside Director" shall mean a Director who is not an
Employee.

               (m) "Parent" shall mean a "parent corporation," whether now or
hereafter existing, as defined in Section 424(e) of the Code.

               (n) "Plan" shall mean this 2000 Directors' Stock Option Plan.


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               (o) "Share" shall mean a share of the Common Stock, as adjusted
in accordance with Section 10 of the Plan.

               (p) "Subsidiary" shall mean a "subsidiary corporation," whether
now or hereafter existing, as defined in Section 424(f) of the Code.

        3.     Stock Subject to the Plan.  Subject to the provisions of Section
10 of the Plan, the maximum aggregate number of Shares which may be optioned and
sold under the Plan is 400,000 Shares of Common Stock. The Shares may be
authorized, but unissued, or reacquired Common Stock.

               If an Option should expire or become unexercisable for any reason
without having been exercised in full, the unpurchased Shares which were subject
thereto shall, unless the Plan shall have been terminated, become available for
future grant under the Plan. If Shares which were acquired upon exercise of an
Option are subsequently repurchased by the Company, such Shares shall not in any
event be returned to the Plan and shall not become available for future grant
under the Plan.

        4.     Administration of and Grants of Options under the Plan.

               (a) Administrator. Except as otherwise required herein, the Plan
shall be administered by the Board.

               (b) Procedure for Grants. All grants of Options hereunder shall
be automatic and nondiscretionary and shall be made strictly in accordance with
the following provisions:

                   (i)    No person shall have any discretion to select which
Outside Directors shall be granted Options or to determine the number of Shares
to be covered by Options granted to Outside Directors.

                   (ii)   Each Outside Director shall automatically receive, on
the date of each Annual Meeting of Stockholders at which such Director is
elected, an Option to purchase 10,000 Shares of the Company's Common Stock, such
Option to become exercisable on the date one (1) year subsequent to the date of
grant. If an Outside Director is appointed to the Board to fill a vacancy after
the date of the Annual Meeting of Stockholders (hereafter referred to as the
"Prior Meeting"), such Director shall automatically receive on the date of such
appointment an Option to purchase the number of Shares of the Company's Common
Stock calculated by multiplying 10,000 times a fraction, the numerator of which
is the difference between the number twelve and the number of full months since
the Prior Meeting and the denominator of which is twelve. Such Option will
become exercisable on the later of one year from the date of the Prior Meeting
or six months from the date of grant, as required under subparagraph (iii) (D)
below.

                   (iii)  The terms of an Option granted hereunder shall be as
follows:

                          (1) the term of the Option shall be five (5) years.

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                          (2) the Option shall be exercisable only while the
Outside Director remains a Director of the Company, except as set forth in
Section 8 hereof.

                          (3) the exercise price per Share shall be 100% of the
fair market value per Share on the date of grant of the Option.

                          (4) To the extent necessary to comply with the
applicable provisions of Rule 16b-3 promulgated under the Exchange Act ("Rule
16b-3"), no Option will be exercisable until a date more than six months
subsequent to the date of the grant of that Option.

               (c) Powers of the Board. Subject to the provisions and
restrictions of the Plan, the Board shall have the authority, in its discretion:
(i) to determine, upon review of relevant information and in accordance with
Section 7(b) of the Plan, the fair market value of the Common Stock; (ii) to
determine the exercise price per share of Options to be granted, which exercise
price shall be determined in accordance with Section 7(a) of the Plan; (iii) to
interpret the Plan; (iv) to prescribe, amend and rescind rules and regulations
relating to the Plan; (v) to authorize any person to execute on behalf of the
Company any instrument required to effectuate the grant of an Option previously
granted hereunder; and (vi) to make all other determinations deemed necessary or
advisable for the administration of the Plan.

               (d) Effect of Board's Decision. All decisions, determinations and
interpretations of the Board shall be final and binding on all Optionees and any
other holders of any Options granted under the Plan.

        5.     Eligibility.  Options may be granted only to Outside Directors.
All Options shall be automatically granted in accordance with the terms set
forth in Section 4(b) hereof.

               The Plan shall not confer upon any Optionee any right with
respect to continuation of service as a Director or nomination to serve as a
Director, nor shall it interfere in any way with any rights which the Director
or the Company may have to terminate his directorship at any time.

        6.     Term of Plan. The Plan shall become effective upon the earlier of
(i) its adoption by the Board or (ii) its approval by the stockholders of the
Company as described in Section 16 of the Plan. It shall continue in effect for
a term of ten (10) years unless sooner terminated under Section 12 of the Plan.

        7.     Exercise Price and Consideration.

               (a) Exercise Price. The per Share exercise price for the Shares
to be issued pursuant to exercise of an Option shall be 100% of the fair market
value per Share on the date of grant of the Option.

               (b) Fair Market Value. The fair market value ("Fair Market
Value") of a Share shall be determined by the Board in its discretion; provided
however, that where there is a public market for the Common Stock, the fair
market value per Share shall be the closing price of the Common Stock in the
over-the-counter market on the date of grant, as reported in The Wall Street
Journal (or, if not so reported, as otherwise reported by the National
Association of


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Securities Dealers Automated Quotation ("NASDAQ") System) or, in the event the
Common Stock is traded on the NASDAQ National Market or listed on a stock
exchange, the fair market value per Share shall be the closing price on such
system or exchange on the date of grant of the Option, as reported in The Wall
Street Journal.

               (c) Form of Consideration. Subject to compliance with applicable
provisions of Section 16(b) of the Exchange Act, (or other applicable law), the
consideration to be paid for the Shares to be issued upon exercise of an Option,
including the method of payment, shall be determined by the Board and may
consist entirely of (i) cash, (ii) check, (iii) promissory note, (iv) other
Shares which (X) in the case of Shares acquired upon exercise of an Option, have
been owned by the Optionee for more than six months on the date of surrender,
and (Y) have a Fair Market Value on the date of exercise equal to the aggregate
exercise price of the Shares as to which said Option shall be exercised, (v)
authorization for the Company to retain from the total number of Shares as to
which the Option is exercised that number of Shares having a Fair Market Value
on the date of exercise equal to the exercise price for the total number of
Shares as to which the Option is exercised, (vi) delivery of a properly executed
exercise notice together with irrevocable instructions to a broker to promptly
deliver to the Company the amount of sale or loan proceeds required to pay the
exercise price, (vii) by delivering an irrevocable subscription agreement for
the Shares which irrevocably obligates the option holder to take and pay for the
Shares not more than twelve months after the date of delivery of the
subscription agreement, (viii) any combination of the foregoing methods of
payment or (ix) such other consideration and method of payment for the issuance
of Shares as may be permitted under applicable laws. In making its determination
as to the type of consideration to accept, the Board shall consider whether
acceptance of such consideration may be reasonably expected to benefit the
Company (Section 153 of the Delaware General Corporation Law).

        8.     Exercise of Option.

               (a) Procedure for Exercise; Rights as a Stockholder. Any Option
granted hereunder shall be exercisable at such times as are set forth in Section
4(b) hereof; provided however, that no Options shall be exercisable until
stockholder approval of the Plan in accordance with Section 16 hereof has been
obtained.

               An Option may not be exercised for a fraction of a Share.

               An Option shall be deemed to be exercised when written notice of
such exercise has been given to the Company in accordance with the terms of the
Option by the person entitled to exercise the Option and full payment for the
Shares with respect to which the Option is exercised has been received by the
Company. Full payment may consist of any consideration and method of payment
allowable under Section 7(c) of the Plan. Until the issuance (as evidenced by
the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company) of the stock certificate evidencing such Shares,
no right to vote or receive dividends or any other rights as a stockholder shall
exist with respect to the Optioned Stock, not-withstanding the exercise of the
Option. A share certificate for the number of Shares so acquired shall be issued
to the Optionee as soon as practicable after exercise of the Option. No
adjustment will be made for a dividend or other right for which the record date
is prior to the date the stock certificate is issued, except as provided in
Section 10 of the Plan.


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               Exercise of an Option in any manner shall result in a decrease in
the number of Shares which thereafter may be available, both for purposes of the
Plan and for sale under the Option, by the number of Shares as to which the
Option is exercised.

               (b) Termination of Status as a Director. If an Outside Director
ceases to serve as a Director, he may, but only within seven (7) months after
the date he ceases to be a Director of the Company, exercise his Option to the
extent that he was entitled to exercise it at the date of such termination. To
the extent that he was not entitled to exercise an Option at the date of such
termination, or if he does not exercise such Option (which he was entitled to
exercise) within the time specified herein, the Option shall terminate.

               (c) Disability of Optionee. Notwithstanding the provisions of
Section 8(b) above, in the event an Optionee is unable to continue his service
as a Director with the Company as a result of his total and permanent disability
(as defined in Section 22(e)(3) of the Code) he may, but only within seven (7)
months from the date of termination, exercise his Option to the extent he was
entitled to exercise it at the date of such termination. To the extent that he
was not entitled to exercise the Option at the date of termination, or if he
does not exercise such Option (which he was entitled to exercise) within the
time specified herein, the Option shall terminate.

               (d)    Death of Optionee.  Notwithstanding the provisions of
Section 8(b) above, in the event of the death of an Optionee:

                      (i)    during the term of the Option who is at the time of
his death a Director of the Company and who has been in Continuous Status as a
Director since the date of grant of the Option, the Option may be exercised, at
any time within seven (7) months following the date of death, by the Optionee's
estate or by a person who acquired the right to exercise the Option by bequest
or inheritance, but only to the extent of the right to exercise that would have
accrued had the Optionee continued living and remained in Continuous Status as a
Director for six (6) months after the date of death; or

                      (ii)   within thirty (30) days after the termination of
Continuous Status as a Director, the Option may be exercised, at any time within
seven (7) months following the date of death, by the Optionee's estate or by a
person who acquired the right to exercise the Option by bequest or inheritance,
but only to the extent of the right to exercise that had accrued at the date of
termination.

        9.     Non-Transferability of Options. The Option may not be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any manner other
than by will or by the laws of descent or distribution and may be exercised,
during the lifetime of the Optionee, only by the Optionee.

        10.    Adjustments Upon Changes in Capitalization, Dissolution or
Merger.

               (a) In the event that the number of outstanding shares of Common
Stock of the Company is changed by a stock dividend, stock split, reverse stock
split, combination, reclassification or similar change in the capital structure
of the Company without consideration, the number of Shares available under this
Plan and the number of Shares subject to outstanding Options and the exercise
price per share of such Options shall be proportionately adjusted,


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subject to any required action by the Board or stockholders of the Company and
compliance with applicable securities laws; provided however, that no
certificate or scrip representing fractional shares shall be issued upon
exercise of any Option and any resulting fractions of a Share shall be ignored.
Such adjustment shall be made by the Board, whose determination in that respect
shall be final, binding and conclusive.

               (b) In the event of a dissolution or liquidation of the Company,
a merger in which the Company is not the surviving corporation, a transaction or
series of related transactions in which 100% of the then outstanding voting
stock is sold or otherwise transferred, or the sale of substantially all of the
assets of the Company, any or all outstanding Options shall, notwithstanding any
contrary terms of the written agreement governing such Option, accelerate and
become exercisable in full at least ten days prior to (and shall expire on) the
consummation of such dissolution, liquidation, merger or sale of stock or sale
of assets on such conditions as the Board shall determine unless the successor
corporation assumes the outstanding Options or substitutes substantially
equivalent options.

        11.    Time of Granting Options. The date of grant of an Option shall,
for all purposes, be the date determined in accordance with Section 4(b) hereof.
Notice of the determination shall be given to each Outside Director to whom an
Option is so granted within a reasonable time after the date of such grant.

        12.    Amendment and Termination of the Plan.

               (a) Amendment and Termination. The Board may at any time amend,
alter, suspend, or discontinue the Plan, but no amendment, alteration,
suspension, or discontinuation shall be made which would impair the rights of
any Optionee under any grant theretofore made, without his or her consent. In
addition, to the extent necessary and desirable to comply with Rule 16b-3 under
the Exchange Act (or any other applicable law or regulation), the Company shall
obtain shareholder approval of any Plan amendment in such a manner and to such a
degree as required.

               (b) Effect of Amendment or Termination. Any such amendment or
termination of the Plan shall not affect Options already granted and such
Options shall remain in full force and effect as if this Plan had not been
amended or terminated, unless mutually agreed otherwise between the Optionee and
the Board, which agreement must be in writing and signed by the Optionee and the
Company.

        13.    Conditions Upon Issuance of Shares. Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such Option and the
issuance and delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the Securities Act of
1933, as amended, the Exchange Act, the rules and regulations promulgated
thereunder, state securities laws, and the requirements of any stock exchange
upon which the Shares may then be listed, and shall be further subject to the
approval of counsel for the Company with respect to such compliance.

               As a condition to the exercise of an Option, the Company may
require the person exercising such Option to represent and warrant at the time
of any such exercise that the Shares


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are being purchased only for investment and without any present intention to
sell or distribute such Shares, if, in the opinion of counsel for the Company,
such a representation is required by any of the aforementioned relevant
provisions of law.

               Inability of the Company to obtain authority from any regulatory
body having jurisdiction, which authority is deemed by the Company's counsel to
be necessary to the lawful issuance and sale of any Shares hereunder, shall
relieve the Company of any liability in respect of the failure to issue or sell
such Shares as to which such requisite authority shall not have been obtained.

        14.    Reservation of Shares.  The Company, during the term of this
Plan, will at all times reserve and keep available such number of Shares as
shall be sufficient to satisfy the requirements of the Plan.

        15.    Option Agreement.  Options shall be evidenced by written option
agreements in such form as the Board shall approve.

        16.    Stockholder Approval.

               (a) The Plan shall be subject to approval by the stockholders of
the Company within twelve (12) months of its adoption by the Board. If such
stockholder approval is obtained at a duly held stockholders' meeting, it may be
obtained by the affirmative vote of the holders of a majority of the outstanding
shares of the Company present or represented and entitled to vote thereon. If
such stockholder approval is obtained by written consent, it may be obtained by
the written consent of the holders of a majority of the outstanding shares of
the Company.

               (b) Any required approval of the stockholders of the Company
shall be solicited substantially in accordance with Section 14(a) of the
Exchange Act and the rules and regulations promulgated thereunder.

        17.    Information to Optionees. The Company shall provide to each
Optionee, during the period for which such Optionee has one or more Options
outstanding, copies of all annual reports to stockholders, proxy statements and
other information provided to all stockholders of the Company.

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