EXHIBIT 10.2(b)

                   AMERICAN BIOGENETIC SCIENCES, INC.
              1993 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

       (As amended as of March 21, 2001, effective as of the date of
             the Company's 2001 Annual Meeting of Stockholders)

1.    Purpose of the Plan

      The purpose of this 1993 Non-Employee Director Stock Option Plan (the
"Plan") of American Biogenetic Services, Inc., a Delaware corporation (the
"Company"), is to make available shares of the Class A Common Stock, par value
$.001 per share, of the Company (the "Common Stock") for purchase by Directors
who are not common law employees of the Company (the "Outside Directors") and
thus to attract and retain the services of experienced and knowledgeable Outside
Directors for the benefit of the Company and its stockholders and to provide
additional incentive for such Outside Directors to continue to work for the best
interests of the Company and its stockholders through continuing ownership of
its Common Stock.

2.    Stock Subject to the Plan

      Subject to the provisions of Article 10, the total number of shares of
Common Stock for which options may be granted under the Plan shall be 500,000.
Shares issued under the Plan may be either authorized but unissued shares or
shares which shall have been purchased or acquired by the Company for this or
any other purpose. Such shares are from time to time to be allotted for option
and sale to Outside Directors in accordance with the Plan. In the event any
option granted under the Plan shall, expire, be cancelled or terminate for any
reason without having been exercised in full or shall cease for any reason to be
exercisable in whole or in part, the unpurchased shares subject thereto shall
again be available for grant under the Plan.

3.    Administration of the Plan

      The Plan shall be administered by the Board of Directors of the Company
(the "'Board"). The Board shall, subject to the express provisions of the Plan,
grant options pursuant to the terms of the Plan; shall have the power to
interpret the Plan, correct any defect, supply any omission or reconcile any
inconsistency in the Plan; prescribe, amend and rescind rules and regulations
relating to, but not inconsistent with, the Plan; determine the terms and
provisions of the respective option agreements (which need not be identical);
and make determinations necessary or advisable for the administration of the
Plan. The determination of the Board on the matters referred to in this Article
3 shall be conclusive. No member of the Board shall be liable for any action or
determination made in good faith, with respect to the Plan or any options
granted hereunder.

4.    Option Grants

      Each individual who is an Outside Director immediately following the
conclusion of the Company's 1993 Annual Meeting of Stockholders at which
Directors are elected shall, effective as of such date, be granted an option to
purchase 25,000 shares of Common Stock. Each individual who subsequent thereto
becomes an Outside Director shall, effective as of the date of his or her
initial election to the Board, be granted an option to purchase 25,000 shares of
Common Stock. In addition, immediately following each Annual Meeting of
Stockholders at which Directors are elected which is

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held subsequent to the Company's 1993 Annual Meeting of Stockholders, each
Outside Director in office immediately following the conclusion of such meeting
(whether or not elected at such meeting) shall, effective as of the date such
meeting is held, be granted an option to purchase 25,000 shares of Common Stock;
provided that an individual who becomes an Outside Director for the first time
at such a meeting of stockholders shall be granted only one option to purchase
an aggregate of 25,000 shares of Common Stock under this sentence and the
preceding sentence. A Director who is an employee or consultant of the Company
who ceases such relationship but remains a Director shall not be deemed to
become an Outside Director unless and until he or she is serving as an Outside
Director immediately following the conclusion of the next meeting of
stockholders at which. Directors are elected (whether or not such person is
elected as a Director at such meeting).

5.    Option Price

      The exercise price at which shares of the Common Stock may be purchased
pursuant to options granted under the Plan shall be 100% of the fair market
value of the Common Stock on the date an option is granted, but not less than
the par value of the Common Stock. The fair market value of the Common Stock on
any day shall be (a) if actual sales price information is generally reported for
the Common Stock on its principal market, the closing bid price, regular way, of
the Common Stock on such day (or last day of trade prior to such day if not
traded on such day) as reported by such market or on a consolidated tape
reflecting transactions on such market, (b) if actual sales price information is
not generally reported for the Common Stock on its principal market, the mean
between the highest bid and lowest asked prices for the Common Stock on such day
(or the last day quoted prior to such day if not quoted on such day) as reported
by on the National Association of Securities Dealers (including under its OTC
Bulletin Board Service), National Quotation Bureau Incorporated or a similar
organization, or (c) if neither of the above are applicable, the mean between
the then current highest independent bid and lowest independent asked prices for
the Common Stock, determined by the Board (the determination of which shall be
conclusive) on the basis of reasonable inquiry.

6.    Term of Each Option

      The term of each option (including each option granted prior to the
Company's 2000 Annual Meeting of Stockholders) shall be ten years (the
"Scheduled Expiration Date"), subject to earlier termination as provided in the
Plan.

7.    Exercise of Options

(a) Subject to the provisions of Article 9, each option granted under the Plan
(including each option granted prior to the Company's 2000 Annual Meeting of
Stockholders) shall be fully exercisable at any time or times during its term.
An Outside Director purchasing less than the number of shares available to him
or her in any period under the option may purchase any such unpurchased shares
in any subsequent period of the option term.

(b) The option shall not be exercisable at any time in an amount less than 100
shares (or the remaining shares then covered by and purchasable under the
option: if less than 100 shares). In no case may a fraction of a share be
exercised, purchased, or issued under the Plan.

(c) The purchase price of the shares as to which an option shall be exercised
shall be paid in full in cash or by check at the time of exercise. In addition,
the Outside Director shall pay to the Company in cash, upon demand, the amount,
if any, which the Company determines is necessary to satisfy its

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obligation to withhold federal, state and local income and other taxes or other
amounts incurred by reason of the grant or exercise of the option.

(d) An option (or any part thereof), to the extent then exercisable, shall be
exercised by giving written notice to the Company at its principal office
(Attention: Vice President - Finance), specifying the number of shares of Common
Stock as to which such option is being exercised and accompanied by payment in
full of the aggregate exercise price therefor.

(e) An Outside Director entitled to receive shares of Common Stock upon the
exercise of an option shall not have the rights of a stockholder with respect to
such shares of Common Stock until the date of issuance of a stock certificate to
him or her for such shares.

(f) Nothing in the Plan or in any option granted under the Plan shall confer on
any Outside Director any right to continue as a director of the Company.

8.    Non-Transferability of Options

      No option granted under the Plan shall be transferable other than by will
or the laws of descent and distribution by the Outside Director or his or her
legal representatives, and may be exercised during the Outside Director's
lifetime only by him or her. Except to such extent, options may not be assigned,
transferred, pledged, hypothecated or disposed of in any way (whether by
operation of law or otherwise) and shall not be subject to execution, attachment
or similar process.

9.    Termination of Services on the Board of Directors

(a) In the event that an Outside Director to whom an option has been granted
under the Plan shall cease to serve on the Board for any reason (including as a
result of not being re-elected to the Board), other than by reason of his or her
death or disability (as that term is defined in paragraph (d) of this Article
9), such option may be exercised, to the extent that the Outside Director was
entitled to do so at the time of cessation of service, at any time within twelve
months after such cessation of service but not thereafter, and in no event after
the date on which, except for such cessation of service, the option would
otherwise expire; provided, however, that if his or her service on the Board
shall have been terminated for cause or if he or she resigns without the consent
of a majority of the remaining members of the Board, his or her options shall
terminate immediately.

(b) If an Outside Director to whom an option has been granted under the Plan
shall cease to serve on the Board by reason of disability, the option may be
exercised in whole or in part by the Outside Director, to the extent the option
is exercisable at the date of his or her cessation from service on the Board, at
any time within one year after such cessation of service but not thereafter, and
in no event after the Scheduled Expiration Date.

(c) If an Outside Director to whom an option has been granted under the Plan
shall die while he or she is serving on the Board, (ii) within three months
after cessation of service on the Board (other than by virtue of the proviso in
paragraph (a) of this Article 9), or (iii) within one year after cessation of
service on the Board by reason of disability, such option may be exercised in
whole or in part by the legatee or legatees of such option under the Outside
Director's last will, or by his or her personal representatives or distributees,
within one year after the date of his or her death to the extent the option is
exercisable on the date of his or her cessation of service on the Board, but not
thereafter, and in no event after the Scheduled Expiration Date.

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(d) For the purpose of this Article 9, "disability" shall mean permanent and
total disability within the meaning of Section 22(e)(3) of the Internal Revenue
Code of 1986, as amended, as reasonably determined by the Board. The Outside
Director as to whom such determination is being made shall not participate in
the Board's deliberation or vote in making such determination.

10.   Adjustment of and Changes in Common Stock

(a) In the event of any change in the outstanding Common Stock by reason, of a
stock dividend, stock split, stock combination, recapitalization, merger in
which the Company is the surviving corporation, reorganization or the like, the
aggregate number and kind of shares subject to the Plan, the aggregate number
and kind of shares subject to each outstanding option and the exercise price
thereof shall be adjusted by the Board in a manner similar to which antidilution
adjustments are (or would be) made pursuant to stock option plans for employees
of the Company.

(b) In the event of (i) the liquidation or dissolution of the Company, (ii) a
merger or consolidation in which the Company is not the surviving corporation,
or (iii) any other capital reorganization in which more than 50% of the shares
of Common Stock of the Company entitled to vote in the election of directors are
exchanged, outstanding options shall terminate, unless other provision is made
therefor in the transaction in a manner similar to which adjustments are (or
would be) made pursuant to stock option plans for employees of the Company.

11.   Compliance with Securities Laws

(a) It is a condition to the exercise of any option that either (i) a
Registration Statement under the Securities Act of 1933, as amended, or any
succeeding act (collectively, the "Securities Act"), with respect to its
underlying shares shall be effective and current at the time of exercise of the
option or (ii) in the opinion of counsel to the Company, there shall be an
exemption from registration under the Securities Act for the issuance of shares
of Common Stock upon such exercise. Nothing herein shall be construed as
requiring the Company to register shares subject to the Plan for issuance or for
resale.

(b) In connection with fulfilling the condition set forth in clause (a)(ii) of
this Article 11, the Company may require an Outside Director, as a condition to
the exercise of an option, to execute and deliver to the Company representations
and warranties, in form and substance satisfactory to counsel to the Company,
that (i) the shares of Common Stock to be issued upon the exercise of the option
are being acquired by the Outside Director for his or her own account, for
investment only and not with a view to the resale or distribution thereof, all
within the meaning of the Securities Act, and (ii) any subsequent resale or
distribution of shares of Common Stock by such Outside Director will be made
only pursuant to (x) a Registration Statement under the Securities Act which is
effective and current with respect to the shares of Common Stock being sold at
the time of sale or (y) a specific exemption from the registration requirements
of the Securities Act, but in claiming such exemption, the Outside Director
shall, prior to any offer or sale or distribution of such shares of Common
Stock, provide the Company with a favorable written opinion of counsel, in form
and substance satisfactory to counsel to the Company, as to the applicability of
such exemption to the proposed sale or distribution. The Company may endorse
such legend or legends upon the certificates for shares of Common Stock issued
upon exercise of an option under the Plan, and may issue such "stop transfer"
instructions to its transfer agent in respect of such shares, as it determines,
in its discretion, to be necessary or appropriate to prevent a violation of, or
to perfect an exemption from, the registration requirements of the Securities
Act.

(c) The Company may also require, as a further condition to the exercise of an
option, in whole or in part, that the shares of Common Stock underlying such
option or the Plan be specifically listed on

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the securities markets on which the Company's Common Stock is traded and be
registered or qualified under any applicable state securities laws, and that the
consent or approval of any governmental regulatory body, which the Company deems
necessary or desirable as a condition to the exercise of such option or the
issue of shares thereunder, shall have been effected or obtained free of any
conditions requiring the Company to qualify as a foreign corporation or to
execute a general consent to service (of process in any jurisdiction wherein it
has not already done so and free of any other conditions not customarily imposed
by a securities exchange, law or governmental regulatory body in connection with
such listing, qualification, consent or approval.

12.   Amendment and Termination

      The Board may amend, suspend or terminate the Plan or any portion thereof
at any time except that, to the extent required by Rule 16b-3 ("Rule 16b-3")
promulgated under the Securities Exchange Act of 1934 (the "Exchange Act") or
other applicable law: (a) no provision of the Plan relating to the amount or
exercise price of shares of Common Stock subject to options to be granted under
the Plan or the timing of grants may be amended more than once every six months
other than to comport with changes in the Internal Revenue Code of 1986, as
amended, the Employee Retirement Income Security Act of 1974, as amended, or the
rules and regulations under either statute (including successor statutes and
rules and regulations thereunder) and (b) the Board may not, without the
approval of the Company's stockholders within 12 months after the date of
adoption of any such amendment or amendments, make any altercation or amendment
thereof which (i) makes any change in the class of eligible participants as
determined in accordance with Articles 1 and 4 hereof; (ii) increases the total
number of shares of Common Stock for which options may be granted under the Plan
except as provided in Article 10 hereof; (iii) decreases the option exercise
price provided in Article 5 hereof except as provided in Article 10 hereof; or
(iv) materially increases the benefits accruing to participants under the Plan
within the meaning of Rule 16b-3. No amendment shall adversely affect the rights
under any then outstanding option without the consent of the holder thereof.

13.   Stock Option Contracts

      Each option shall be evidenced by an appropriate contract which shall be
duly executed by the Company and the Outside Director, and shall contain such
terms and conditions not inconsistent with the Plan as may be determined by the
Board.

14.   Duties of the Company

      The Company shall, at all times during the term of each option, reserve
and keep available for issuance or delivery such number of shares of Common
Stock as will be sufficient to satisfy the requirements of all options at the
time outstanding, shall pay all original issue taxes with respect to the
issuance or delivery of shares pursuant to the exercise of: such options and all
other fees and expenses necessarily incurred by the Company in Connection
therewith.

15.   Effective Period

      The Plan shall become effective on April 6, 1993, the date of its adoption
by the Board of Directors; provided, however that if the Plan is not approved
within 12 months thereof by the favorable vote then required for such action
under the Delaware General Corporation Law at a meeting to be held to consider
such approval, the Plan and any options granted under the Plan will be null and
void and of no further effect. No options may be granted under the Plan after
April 5, 2003. Options outstanding on or prior to such date shall, however, in
all respects continue subject to the Plan. The amendments to the

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Plan authorized by the Board as of March 21, 2001 shall be effective on the date
of the Company's 2001 Annual Meeting of Stockholders, provided it is approved by
Stockholders at such meeting. If the amendments are not approved, the Plan as it
exists prior to such amendments shall continue in full force and effect.

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