EXHIBIT 10.2



CYPROS PHARMACEUTICAL CORPORATION
1992 STOCK OPTION PLAN
Adopted by the Board of Directors and Shareholders on August 20,
1992
Amended by the Committee on August 31, 1993
Amended by the Committee on November 15, 1993
Amended by the Committee on November 4, 1994
Amended by the Committee and the Board of Directors on November 14, 1997

1.   PURPOSES.

(a)  The purpose of the Plan is to provide a means by which
selected Employees and Directors of and Consultants to the
Company, and its Affiliates, may be given an opportunity to
purchase stock of the Company.

(b)  The Company, by means of the Plan, seeks to retain the
services of persons who are now Employees or Directors of or
Consultants to the Company, to secure and retain the services of
new Employees, Directors and Consultants, and to provide
incentives for such persons to exert maximum efforts for the
success of the Company.

(c)  The Company intends that the Options issued under the Plan
shall, in the discretion of the Board or any Committee to which
responsibility for administration of the Plan has been delegated
pursuant to subsection 3(c), be either Incentive Stock Options or
Nonstatutory Stock Options.  All Options shall be separately
designated Incentive Stock Options or Nonstatutory Stock Options
at the time of grant, and in such form as issued pursuant to
section 6, and a separate certificate or certificates will be
issued for shares purchased on exercise of each type of Option.

2.   DEFINITIONS.

(a)  "Affiliate" means any parent corporation or subsidiary
corporation, whether now or hereafter existing, as those terms
are defined in Sections 424(e) and (f) respectively, of the Code.

(b)  "Board" means the Board of Directors of the Company.

(c)  "Code" means the Internal Revenue Code of 1986, as amended.

(d)  "Committee" means a Committee appointed by the Board in
accordance with subsection 3(c) of the Plan.

(e)  "Company" means Cypros Pharmaceutical Corporation, a
California corporation.

(f)  "Consultant" means any person, including an advisor, engaged
by the Company or an Affiliate to render services and who is
compensated for such services, provided that the term
"Consultant" shall not include Directors who are paid only a
director's fee by the Company or who are not compensated by the
Company for their services as Directors.

(g)  "Continuous Status as an Employee, Director or Consultant"
means the employment or relationship as a Director or Consultant
is not interrupted or terminated by the Company or any Affiliate.
The Board, in its sole discretion, may determine whether
Continuous Status as an Employee, Director or Consultant shall be
considered interrupted in the case of:  (i) any leave of absence
approved by the Board, including sick leave, military leave, or
any other personal leave; provided, however, that for purposes of
Incentive Stock Options, any such leave may not exceed ninety
(90) days, unless reemployment upon the expiration of such leave
is guaranteed by contract (including certain Company policies) or
statute; or (ii) transfers between locations of the Company or
between the Company, Affiliates or its successor.

(h)  "Director" means a member of the Board.

(i)  "Disability" means total and permanent disability as defined
in Section 22(e)(3) of the Code.

(j)  "Employee" means any person, including Officers and
Directors, employed by the Company or any Affiliate of the
Company.  Neither service as a Director nor payment of a
director's fee by the Company shall be sufficient to constitute
"employment" by the Company.

(k)  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

(l)  "Non-Employee Director" means a Director who either (i) is
not a current Employee or Officer of the Company or its parent or
subsidiary, does not receive compensation (directly or
indirectly) from the Company or its parent or subsidiary for
services rendered as a consultant or in any capacity other than
as a Director (except for an amount as to which disclosure would
not be required under Item 404(a) of Regulation S-K promulgated
pursuant to the Securities Act ("Regulation S-K")), does not
possess an interest in any other transaction as to which
disclosure would be required under Item 404(a) of Regulation S-K,
and is not engaged in a business relationship as to which
disclosure would be required under Item 404(b) of Regulation S-K;
or (ii) is otherwise considered a "non-employee" for purposes of
Rule 16b-3.

(m)  "Incentive Stock Option" means an Option intended to qualify
as an incentive stock option within the meaning of Section 422 of
the Code and the regulations promulgated thereunder.

(n)  "Nonstatutory Stock Option" means an Option not intended to
qualify as an Incentive Stock Option.

(o)  "Officer" means a person who is an officer of the Company
within the meaning of Section 16 of the Exchange Act and the
rules and regulations promulgated thereunder.

(p)  "Option" means a stock option granted pursuant to the Plan.

(q)  "Option Agreement" means a written agreement between the
Company and an Optionee evidencing the terms and conditions of an
individual Option grant.  The Option Agreement is subject to the
terms and conditions of the Plan.

(r)  "Optioned Stock" means the common stock of the Company
subject to an Option.

(s)  "Optionee" means an Employee, Director or Consultant who
holds an outstanding Option.

(t)  "Outside Director" means a Director who is considered an
"outside director" for purposes of Section 162(m) of the Code.

(u)  "Plan" means this 1992 Stock Option Plan.

(v)  "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any
successor to Rule 16b-3, as in effect with respect to the Company
when discretion is being exercised with respect to the Plan.

3.   ADMINISTRATION

(a)  The Plan shall be administered by the Board unless and until
the Board delegates administration to a Committee, as provided in
subsection 3(c).

(b)  The Board shall have the power, subject to, and within the
limitations of, the express provisions of the Plan:

(i)  To determine from time to time which of the persons eligible
under the Plan shall be granted Options; when and how the Option
shall be granted; whether the Option will be an Incentive Stock
Option or a Nonstatutory Stock Option; the provisions of each
Option granted (which need not be identical), including the time
or times such Option may be exercised in whole or in part; and
the number of shares for which an Option shall be granted to each
such person.

(ii) To construe and interpret the Plan and Options granted under
it, and to establish, amend and revoke rules and regulations for
its administration.  The Board, in the exercise of this power,
may correct any defect, omission or inconsistency in the Plan or
in any Option Agreement, in a manner and to the extent it shall
deem necessary or expedient to make the Plan fully effective.

(iii)     To amend the Plan as provided in Section 11.

(c)  The Board may delegate administration of the Plan to a
committee composed of not fewer than two (2) members (the
"Committee"), all of the members of which Committee may be, in
the discretion of the Board, Non-Employee Directors.  If
administration is delegated to a Committee, the Committee shall
have, in connection with the administration of the Plan, the
powers theretofore possessed by the Board (and references in this
Plan to the Board shall thereafter be to the Committee), subject,
however, to such resolutions, not inconsistent with the
provisions of the Plan, as may be adopted from time to time by
the Board.  The Board may abolish the Committee at any time and
revest in the Board the administration of the Plan.
Notwithstanding anything in this Section 3 to the contrary, at
any time, the Board or the Committee may delegate to a committee
of one or more members of the Board the authority to grant
Options to eligible persons who are not then subject to Section
16 of the Exchange Act.

4.   SHARES SUBJECT TO THE PLAN.

(a)  Subject to the provisions of Section 10 relating to
adjustments upon changes in stock, the stock that may be sold
pursuant to Options shall not exceed in the aggregate two million
seven hundred sixty-six thousand two hundred and eighty-eight
(2,766,288) shares of the Company's common stock.  If any Option
shall for any reason expire or otherwise terminate without having
been exercised in full, the stock not purchased under such Option
shall again become available for the Plan.

(b)  The stock subject to the Plan may be unissued shares or
reacquired shares, bought on the market or otherwise.

     5.   ELIGIBILITY.

(a)  Incentive Stock Options may be granted only to Employees.
Nonstatutory Stock Options may be granted only to Employees,
Directors or Consultants.

(b)  No person shall be eligible for the grant of an Option if,
at the time of grant, such person owns (or is deemed to own
pursuant to Section 424(d) of the Code) stock possessing more
than ten percent (10%) of the total combined voting power of all
classes of stock of the Company or of any of its Affiliates
unless the exercise price of such Option is at least one hundred
ten percent (110%) of the fair market value of such stock at the
date of grant and the Option is not exercisable after the
expiration of five (5) years from the date of grant.

(c)  In any calendar year, no Employee shall be eligible to be
granted Options covering an aggregate number of shares greater
than one hundred thousand (100,000) shares.

6.   OPTION PROVISIONS.

Each Option shall be in such form and shall contain such terms
and conditions as the Board shall deem appropriate.  The
provisions of separate Options need not be identical, but each
Option shall include (through incorporation of provisions hereof
by reference in the Option or otherwise) the substance of each of
the following provisions:

(a)  Term.  No Option shall be exercisable after the expiration
of ten (10) years from the date it was granted.

(b)  Price.  The exercise price of each Incentive Stock Option
shall be not less than one hundred percent (100%) of the fair
market value of the stock subject to the Option on the date the
Option is granted.  The exercise price of each Nonstatutory Stock
Option shall be not less than eighty-five percent (85%) of the
fair market value of the stock subject to the Option on the date
the Option is granted.

(c)  Consideration.  The purchase price of stock acquired
pursuant to an Option shall be paid, to the extent permitted by
applicable statutes and regulations, either (i) in cash at the
time the Option is exercised, or (ii) at the discretion of the
Board or the Committee, either at the time of the grant or
exercise of the Option, (A) by delivery to the Company of other
common stock of the Company, (B) according to a deferred payment
arrangement or other arrangement (which may include, without
limiting the generality of the foregoing, the use of other common
stock of the Company) with the person to whom the Option is
granted or to whom the Option is transferred pursuant to
subsection 6(d), or (C) in any other form of legal consideration
that may be acceptable to the Board.

In the case of any deferred payment arrangement, interest shall
be payable at least annually and shall be charged at the minimum
rate of interest necessary to avoid the treatment as interest,
under any applicable provisions of the Code, of any amounts other
than amounts stated to be interest under the deferred payment
arrangement.

(d)  Transferability.  An Incentive Stock Option shall not be
transferable except by will or by the laws of descent and
distribution, and shall be exercisable during the lifetime of the
person to whom the Option is granted only by such person.  A
Nonstatutory Stock Option shall only be transferable by the
Optionee upon such terms and conditions as are set forth in the
option agreement for such Nonstatutory Stock Option, as the Board
or the Committee shall determine in its discretion.

(e)  Vesting.  The total number of shares of stock subject to an
Option may, but need not, be allotted in periodic installments
(which may, but need not, be equal).  The Option Agreement may
provide that from time to time during each of such installment
periods, the Option may become exercisable ("vest") with respect
to some or all of the shares allotted to that period, and may be
exercised with respect to some or all of the shares allotted to
such period and/or any prior period as to which the Option became
vested but was not fully exercised.  During the remainder of the
term of the Option (if its term extends beyond the end of the
installment periods), the Option may be exercised from time to
time with respect to any shares then remaining subject to the
Option.  The Option may be subject to such other terms and
conditions on the time or times when it may be exercised (which
may be based on performance or other criteria) as the Board may
deem appropriate.  The vesting provisions of individual Options
may vary but in each case will provide for vesting of at least
twenty percent (20%) of the total number of shares subject to the
Option per year.  The provisions of this subsection 6(e) are
subject to any Option provisions governing the minimum number of
shares as to which an Option may be exercised.

(f)  Securities Law Compliance.  The Company may require any
Optionee, or any person to whom an Option is transferred under
subsection 6(d), as a condition of exercising any such Option,
(1) to give written assurances satisfactory to the Company as to
the Optionee's knowledge and experience in financial and business
matters and/or to employ a purchaser representative reasonably
satisfactory to the Company who is knowledgeable and experienced
in financial and business matters, and that he or she is capable
of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising the Option;
and (2) to give written assurances satisfactory to the Company
stating that such person is acquiring the stock subject to the
Option for such person's own account and not with any present
intention of selling or otherwise distributing the stock.  These
requirements, and any assurances given pursuant to such
requirements, shall be inoperative if (i) the issuance of the
shares upon the exercise of the Option has been registered under
a then currently effective registration statement under the
Securities Act of 1933, as amended (the "Securities Act"), or
(ii) as to any particular requirement, a determination is made by
counsel for the Company that such requirement need not be met in
the circumstances under the then applicable securities laws.

(g)  Termination of Employment or Relationship as a Director or
Consultant.  In the event that an Optionee's Continuous Status as
an Employee, Director or Consultant terminates (other than upon
the Optionee's death or Disability), the Optionee may exercise
his or her Option, but only within such period of time as is
determined by the Board (which period shall not be less than
thirty (30) days from the date of such termination), and only to
the extent that the Optionee was entitled to exercise it at the
date of termination (but in no event later than the expiration of
the term of such Option as set forth in the Option Agreement).
If, at the date of termination, the Optionee is not entitled to
exercise his or her entire Option, the shares covered by the
unexercisable portion of the Option shall revert to the Plan.
If, after termination, the Optionee does not exercise his or her
Option within the time specified in the Option Agreement, the
Option shall terminate, and the shares covered by such Option
shall revert to the Plan.

(h)  Disability of Optionee.  In the event an Optionee's
Continuous Status as an Employee, Director or Consultant
terminates as a result of the Optionee's Disability), the
Optionee may exercise his or her Option, but only within twelve
(12) months from the date of such termination (or such period of
time as is determined by the Board which period shall not be less
than six (6) months from the date of such termination), and only
to the extent that the Optionee was entitled to exercise it at
the date of such termination (but in no event later than the
expiration of the term of such Option as set forth in the Option
Agreement).  If, at the date of termination, the Optionee is not
entitled to exercise his or her entire Option, the shares covered
by the unexercisable portion of the Option shall revert to the
Plan.  If, after termination, the Optionee does not exercise his
or her Option within the time specified herein, the Option shall
terminate, and the shares covered by such Option shall revert to
the Plan.

(i)  Death of Optionee.  In the event of the death of an
Optionee, the Option may be exercised, at any time within twelve
(12) months following the date of death (or such period of time
as is determined by the Board which period shall not be less than
six (6) 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, and only to the extent the
Optionee was entitled to exercise the Option at the date of death
(but in no event later than the expiration of the term of such
Option as set forth in the Option Agreement).  If, at the time of
death, the Optionee was not entitled to exercise his or her
entire Option, the shares covered by the unexercisable portion of
the Option shall revert to the Plan.  If, after death, the
Optionee's estate or a person who acquired the right to exercise
the Option by bequest or inheritance does not exercise the Option
within the time specified herein, the Option shall terminate, and
the shares covered by such Option shall revert to the Plan.

(j)  Withholding.  To the extent provided by the terms of an
Option Agreement, the Optionee may satisfy any federal, state or
local tax withholding obligation relating to the exercise of such
Option by any of the following means or by a combination of such
means:  (1) tendering a cash payment; (2) authorizing the Company
to withhold shares from the shares of the common stock otherwise
issuable to the participant as a result of the exercise of the
Option; or (3) delivering to the Company owned and unencumbered
shares of the common stock of the Company.

7.   COVENANTS OF THE COMPANY.

(a)  During the terms of the Options, the Company shall keep
available at all times the number of shares of stock required to
satisfy such Options.

(b)  The Company shall seek to obtain from each regulatory
commission or agency having jurisdiction over the Plan such
authority as may be required to issue and sell shares of stock
upon exercise of the Options; provided, however, that this
undertaking shall not require the Company to register under the
Securities Act either the Plan, any Option or any stock issued or
issuable pursuant to any such Option.  If, after reasonable
efforts, the Company is unable to obtain from any such regulatory
commission or agency the authority which counsel for the Company
deems necessary for the lawful issuance and sale of stock under
the Plan, the Company shall be relieved from any liability for
failure to issue and sell stock upon exercise of such Options
unless and until such authority is obtained.

8.   USE OF PROCEEDS FROM STOCK.

Proceeds from the sale of stock pursuant to Options shall
constitute general funds of the Company.

9.   MISCELLANEOUS.

(a)  Neither an Optionee nor any person to whom an Option is
transferred under subsection 6(d) shall be deemed to be the
holder of, or to have any of the rights of a holder with respect
to, any shares subject to such Option unless and until such
person has satisfied all requirements for exercise of the Option
pursuant to its terms.

(b)  Nothing in the Plan or any instrument executed or Option
granted pursuant thereto shall confer upon any Employee,
Director, Consultant or Optionee any right to continue in the
employ of the Company or any Affiliate (or to continue acting as
a Director or Consultant) or shall affect the right of the
Company or any Affiliate to terminate the employment or
relationship as a Director or Consultant of any Employee,
Director, Consultant or Optionee with or without cause.

(c)  To the extent that the aggregate fair market value
(determined at the time of grant) of stock with respect to which
Incentive Stock Options granted after 1986 are exercisable for
the first time by any Optionee during any calendar year under all
plans of the Company and its Affiliates exceeds one hundred
thousand dollars ($100,000), the Options or portions thereof
which exceed such limit (according to the order in which they
were granted) shall be treated as Nonstatutory Stock Options.

10.  ADJUSTMENTS UPON CHANGES IN STOCK.

(a)  If any change is made in the stock subject to the Plan, or
subject to any Option (through merger, consolidation,
reorganization, recapitalization, stock dividend, dividend in
property other than cash, stock split, liquidating dividend,
combination of shares, exchange of shares, change in corporate
structure or otherwise), the Plan and outstanding Options will be
appropriately adjusted in the class(es) and maximum number of
shares subject to the Plan and the class(es) and number of shares
and price per share of stock subject to outstanding Options.

(b)  In the event of:  (1) a merger or consolidation in which the
Company is not the surviving corporation or (2) a reverse merger
in which the Company is the surviving corporation but the shares
of the Company's common stock outstanding immediately preceding
the merger are converted by virtue of the merger into other
property, whether in the form of securities, cash or otherwise
then to the extent permitted by applicable law:  (i) any
surviving corporation shall assume any Options outstanding under
the Plan or shall substitute similar Options for those
outstanding under the Plan, or (ii) such Options shall continue
in full force and effect.  In the event any surviving corporation
refuses to assume or continue such Options, or to substitute
similar options for those outstanding under the Plan, then such
Options shall be terminated if not exercised prior to such event.
In the event of a dissolution or liquidation of the Company, any
Options outstanding under the Plan shall terminate if not
exercised prior to such event.

11.  AMENDMENT OF THE PLAN.

(a)  The Board at any time, and from time to time, may amend the
Plan.  However, except as provided in Section 10 relating to
adjustments upon changes in stock, no amendment shall be
effective unless approved by the shareholders of the Company
within twelve (12) months before or after the adoption of the
amendment, where the amendment will:

(i)  Increase the number of shares reserved for Options under the
Plan;

(ii) Modify the requirements as to eligibility for participation
in the Plan (to the extent such modification requires shareholder
approval in order for the Plan to satisfy the requirements of
Section 422 of the Code); or

(iii)     Modify the Plan in any other way if such modification
requires shareholder approval in order for the Plan to satisfy
the requirements of Section 422 of the Code or to comply with the
requirements of Rule 16b-3.

(b)  It is expressly contemplated that the Board may amend the
Plan in any respect the Board deems necessary or advisable to
provide Optionees with the maximum benefits provided or to be
provided under the provisions of the Code and the regulations
promulgated thereunder relating to Incentive Stock Options and/or
to bring the Plan and/or Incentive Stock Options granted under it
into compliance therewith.

(c)  Rights and obligations under any Option granted before
amendment of the Plan shall not be altered or impaired by any
amendment of the Plan unless (i) the Company requests the consent
of the person to whom the Option was granted and (ii) such person
consents in writing.

12.  TERMINATION OR SUSPENSION OF THE PLAN.

(a)  The Board may suspend or terminate the Plan at any time.
Unless sooner terminated, the Plan shall terminate on August 1,
2002.  No Options may be granted under the Plan while the Plan is
suspended or after it is terminated.

(b)  Rights and obligations under any Option granted while the
Plan is in effect shall not be altered or impaired by suspension
or termination of the Plan, except with the consent of the person
to whom the Option was granted.

13.  EFFECTIVE DATE OF THE PLAN.

The Plan shall become effective as determined by the Board, but
no Options granted under the Plan shall be exercised unless and
until the Plan has been approved by the shareholders of the
Company, and, if required, an appropriate permit has been issued
by the Commissioner of Corporations of the State of California.