IMMUCELL CORP /DE/
FORM OF INCENTIVE STOCK OPTION
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>FORM OF INCENTIVE STOCK OPTION
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                                                                    EXHIBIT 10.2
                                                                    ------------

                              IMMUCELL CORPORATION

                         Form of Incentive Stock Option


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                              IMMUCELL CORPORATION

                      2000 STOCK OPTION AND INCENTIVE PLAN

                        INCENTIVE STOCK OPTION AGREEMENT
                        --------------------------------

         ImmuCell Corporation, a Delaware corporation (hereinafter the
"Company"), hereby grants to _________(the "Optionee"), pursuant to the
Company's 2000 Stock Option and Incentive Plan (hereinafterthe "2000 Plan"), a
copy of which is attached hereto as Exhibit A, an Incentive Stock Option (the
"Option") to purchase _________(___) shares of common stock of the Company at
the price of $___ per share, such price being equal to the Fair Market Value (as
defined in the 2000 Plan) of the common stock on the date hereof.

         This Option is specifically subject to all of the terms and conditions
of the 2000 Plan with the same force and effect as if fully set forth in this
Option. In the event of any inconsistency or misunderstanding with respect to
the terms of this Option, as compared with the provisions of the 2000 Plan, the
provisions of the 2000 Plan shall control and prevail.

         1.       EXERCISE.
                  --------

         This Option may be exercised in full or in part pursuant to the
procedures and requirements set forth in the 2000 Plan. This Option shall be
exercisable according to the following schedule:

         The purchase price for the shares purchased upon exercise of this
Option shall be paid in cash or certified check, or at the discretion of the
Compensation and Stock Option Committee of the Board of Directors of the Company
(i) by the delivery of shares of the Company's common stock with a Fair Market
Value at the time of exercise equal to the total option price, or (ii) by any
combination of the methods described above. As soon as practicable following an
exercise of this Option by delivery to the Company of the exercise price, the
Company shall provide the Optionee with a certificate for the shares being
purchased. Such certificate shall have endorsed thereon any legends required
under federal or state securities laws.


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                                       -2-

         2.       NON-TRANSFERABILITY.
                  -------------------

         Except as otherwise provided in the 2000 Plan, this Option is not
transferable by the Optionee, and is exercisable only pursuant to the terms and
limitations of the 2000 Plan.

         3.       TERMINATION OF OPTION.
                  ---------------------

         Unless earlier terminated pursuant to the terms of the 2000 Plan, this
Option shall terminate ________(__) years from the date hereof, on ________, and
may not be exercised after that date. If the Optionee's employment by the
Company shall terminate for any reason other than disability or death, his or
her rights under this Option shall be governed by Section II.2.(c) (ii) of the
2000 Plan; if the Optionee's employment by the Company shall terminate by reason
of disability, his or her rights under this Option shall be governed by Section
II.2. (c) (iii) of the 2000 Plan; and if the Optionee's employment by the
Company shall terminate by death, his or her rights under this Option shall be
governed by Section II.2 (c) (iv) of the 2000 Plan.

         4.       ACKNOWLEDGEMENT OF OPTIONEE.
                  ---------------------------

         The Optionee hereby accepts the grant of the foregoing Option and
agrees to be bound by its terms and provisions. The Optionee further
acknowledges receipt of a copy of the 2000 Plan, that he or she has read and
understood the same, and agrees to be bound by its terms, conditions and
restrictions.

         5.       DATE OF OPTION.
                  --------------

         The Option is granted as of ______________.


                                     IMMUCELL CORPORATION

                                     By:________________________________________
                                     Its:  President and Chief Executive Officer

                                     ___________________________________________
                                     Optionee

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