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                                 EXHIBIT 10.2

SunPharm Corporation Amended and Restated 1995 Nonemployee Director Option Plan

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                             SUNPHARM CORPORATION

      AMENDED AND RESTATED 1995 NONEMPLOYEE DIRECTORS' STOCK OPTION PLAN

    SunPharm Corporation, a Delaware corporation (the "Company"), hereby amends
and restates its 1995 Nonemployee Directors' Option Plan (this "Plan"),
effective as of April 25, 1997, subject to stockholder approval.

                           I.  PURPOSE OF THE PLAN

    The SUNPHARM CORPORATION 1995 NONEMPLOYEE DIRECTORS' STOCK OPTION PLAN (the
"Plan") is intended to promote the interests of SUNPHARM CORPORATION, a Delaware
corporation (the "Company"), and its stockholders by helping to award and retain
highly-qualified independent directors and allowing them to develop a sense of
proprietorship and personal involvement in the development and financial success
of the Company. Accordingly, the Company shall grant to directors of the Company
who are not employees or consultants of the Company or any of its subsidiaries
("Nonemployee Directors") the option ("Option") to purchase shares of the common
stock of the Company ("Stock"), as hereinafter set forth.  Options granted under
the Plan shall be options which do not constitute incentive stock options,
within the meaning of section 422(b) of the Internal Revenue Code of 1986, as
amended.

                            II.  OPTION AGREEMENTS

    Each Option shall be evidenced by a written agreement in the form attached
to the Plan.

                        III.  ELIGIBILITY OF OPTIONEE

    Options may be granted only to individuals who are Nonemployee Directors of
the Company.  Each Nonemployee Director who is elected to the Board of Directors
of the Company (the "Board") for the first time after the effective date of the
Plan shall receive, as of the date of his or her election and without the
exercise of the discretion of any person or persons, an Option exercisable for
25,000 shares of Stock (subject to adjustment in the same manner as provided in
Paragraph VII hereof with respect to shares of Stock subject to Options then
outstanding).  As of the date of the annual meeting of the stockholders of the
Company in each year that the Plan is in effect as provided in Paragraph VI
hereof, each Nonemployee Director then in office who is not then entitled to
receive an Option pursuant to the preceding sentence shall receive, without the
exercise of the discretion of any person or persons, an Option exercisable for
5,000 shares of Stock, provided that the Chairman of the Board of Directors then
in office shall receive without the exercise of the discretion of any person or
persons, an Option exercisable for an additional 10,000 shares of Stock if such
Chairman of the Board of Directors is a Nonemployee Director (subject in each
case to adjustment in the same manner as provided in Paragraph VII hereof with
respect to shares of Stock subject to Options then outstanding).  If, as of any
date that the Plan is in effect, there are not sufficient shares of Stock
available under the Plan to allow for the grant to each Nonemployee Director of
an Option for the number of shares provided herein, each Nonemployee Director
shall receive an Option for his or her pro-rata share of the total number of
shares of Stock then available under the Plan.  All Options granted under the
Plan shall be at the Option price set forth in Paragraph V hereof and shall be
subject to adjustment as provided in Paragraph VII hereof.

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                       IV.  SHARES SUBJECT TO THE PLAN

    The aggregate number of shares which may be issued under Options granted
under the Plan shall not exceed 300,000 shares of Stock.  Such shares may
consist of authorized but unissued shares of Stock or previously issued shares
of Stock acquired by the Company.  Any of such shares which remain unissued and
which are not subject to outstanding Options at the termination of the Plan
shall cease to be subject to the Plan, but, until termination of the Plan, the
Company shall at all times make available a sufficient number of shares to meet
the requirements of the Plan.  Should any Option hereunder expire or terminate
prior to its exercise in full, the shares theretofore subject to such Option
which may be issued under the Plan shall be subject to adjustment in the same
manner as provided in Paragraph VII hereof with respect to shares of Stock
subject to Options then outstanding.  Exercise of an Option shall result in a
decrease in the number of shares of Stock which may thereafter be available,
both for purposes of the Plan and for sale to any one individual, by the number
of shares as to which the Option is exercised.

                               V.  OPTION PRICE

    The purchase price of Stock issued under each Option shall be the fair
market value of Stock subject to the Option as of the date the Option is
granted.  For all purposes under the Plan, the fair market value of a share of
Stock on a particular date shall be equal to the mean of the high and low sales
prices of the Stock (i) reported by the Nasdaq Stock Market on that date or (ii)
if the Stock is listed on a national stock exchange, reported on the stock
exchange composite tape on that date; or, in either case, if no prices are
reported on that date, on the last preceding date on which such prices of the
Stock are so reported.  If the Stock is traded over the counter at the time a
determination of its fair market value is required to be made hereunder, its
fair market value shall be deemed to be equal to the average between the
reported high and low or closing bid and asked prices of Stock on the most
recent date on which Stock was publicly traded.  In the event Stock is not
publicly traded at the time a determination of its value is required to be made
hereunder, the determination of its fair market value shall be made by the Board
in such manner as it deems appropriate.

                              VI.  TERM OF PLAN

    The Plan shall be effective on the date the Plan is approved by the
stockholders of the Company.  Except with respect to Options then outstanding,
if not sooner terminated under the provisions of Paragraph VIII, the Plan shall
terminate upon and no further Options shall be granted after the expiration of
ten years from the date the Plan is approved by the stockholders of the Company.

                   VII.  RECAPITALIZATION OR REORGANIZATION

    A.   The existence of the Plan and the Options granted hereunder shall not
affect in any way the right or power of the Board or the stockholders of the
Company to make or authorize any adjustment, recapitalization, reorganization,
or other change in the Company's capital structure or its business, any merger
or consolidation of the Company, any issue of debt or equity securities, the
dissolution or liquidation of the Company or any sale, lease, exchange or other
disposition of all or any part of its assets or business or any other corporate
act or proceeding.

    B.   The shares with respect to which Options may be granted are shares of
Stock as presently constituted, but if, and whenever, prior to the expiration of
an Option theretofore granted, the Company shall effect a subdivision or
consolidation of shares of Stock or the payment of a stock dividend on Stock
without receipt of consideration by the Company, the number of shares of Stock
with respect to which such Option 

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may thereafter be exercised (i) in the event of an increase in the number of 
outstanding shares shall be proportionately increased, and the purchase price 
per share shall be proportionately reduced, and (ii) in the event of a 
reduction in the number of outstanding shares shall be proportionately 
reduced, and the purchase price per share shall be proportionately increased.

    C.   If the Company recapitalizes, reclassifies its capital stock, or
otherwise changes its capital structure (a "recapitalization"), the number and
class of shares of Stock covered by an Option theretofore granted shall be
adjusted so that such Option shall thereafter cover the number and class of
shares of stock and securities to which the optionee would have been entitled
pursuant to the terms of the recapitalization if, immediately prior to the
recapitalization, the optionee had been the holder of record of the number of
shares of Stock then covered by such Option.

    D.   Any adjustment provided for in Subparagraph (B) or (C) above shall be
subject to any required stockholder action.

    E.   Except as hereinbefore expressly provided, the issuance by the Company
of shares of stock of any class or securities convertible into shares of stock
of any class, for cash, property, labor or services, upon direct sale, upon the
exercise of rights or warrants to subscribe therefor, or upon conversion of
shares or obligations of the Company convertible into such shares or other
securities, and in any case whether or not for fair value, shall not affect, and
no adjustment by reason thereof shall be made with respect to, the number of
shares of Stock subject to Options theretofore granted or the purchase price per
share.

                 VIII.  AMENDMENT OR TERMINATION OF THE PLAN

    The Board in its discretion may terminate the Plan at any time with respect
to any shares for which Options have not theretofore been granted.  The Board
shall have the right to alter or amend the Plan or any part thereof from time to
time; provided, that no change in any Option theretofore granted may be made
which would impair the rights of the optionee without the consent of such
optionee and provided, further, that the Board may not make any alteration or
amendment which would materially increase the benefits accruing to participants
under the Plan, increase the aggregate number of shares which may be issued
pursuant to the provisions of the Plan, change the class of individuals eligible
to receive Options under the Plan or extend the term of the Plan, without the
approval of the stockholders of the Company.

                             IX.  SECURITIES LAWS

    A.   The Company shall not be obligated to issue any Stock pursuant to any
Options granted under the Plan at any time when the offering of the shares
covered by such Option have not been registered under the Securities Act of
1933, as amended, and such other state and federal laws, rules or regulations as
the Company deems applicable and, in the opinion of legal counsel for the
Company, there is no exemption from the registration requirements of such laws,
rules or regulations available for the offering and sale of such shares.

    B.   It is intended that the Plan and any grant of an Option made to a
person subject to Section 16 of the Securities Exchange Act of 1944, as amended
(the "1934 Act"), meet all of the requirements of Rule 16b-3, as currently in
effect or as hereinafter modified or amended ("Rule 16b-3"), promulgated under
the 1934 Act.  If any provision of the Plan or any such Option would disqualify
the Plan or such Option under, or would otherwise not comply with, Rule 16b-3,
such provision or Option shall be construed or deemed amended to conform to Rule
16b-3.

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               X.   EFFECTIVE DATE OF AMENDED AND RESTATED PLAN

    The amendment and restatement of this Plan shall become effective, subject
to stockholder approval, on April 25, 1997.  The amendment and restatement of
this Plan, and all Options granted pursuant to the amendment and restatement of
this Plan prior to stockholder approval, shall be void and of no further force
and effect unless the amendment and restatement of this Plan shall have been
approved by the requisite vote of the stockholders entitled to vote at a meeting
of the stockholders of the Company called for such purpose prior to July 30,
1997.  In the event such stockholder approval is not obtained, this Plan shall
continue in existence with the terms and conditions in effect prior to the
effective date of the amendment and restatement provided for hereby.





















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