EXHIBIT 4.02

                               INVIVO CORPORATION
                        INCENTIVE STOCK OPTION AGREEMENT

            THIS AGREEMENT made as of this __________, by and between Invivo
Corporation, a Delaware Corporation ("Company"), and ("Optionee")

                                   WITNESSETH:

            WHEREAS, there has been granted to Optionee, effective as of _____,
an incentive stock option under the Invivo Corporation 1994 Stock Option Plan
("Option Plan").

            NOW, THEREFORE, it is mutually agreed as follows:

            1.    The Optionee shall have an incentive stock option to acquire
______ shares of common stock of the Company (the "Shares") at a price of _____
per share. Said option expires on _________, provided that expiration shall
occur at an earlier date if Optionee shall cease to be employed by the Company
prior to such date as further provided in the Option Plan.

            2.    The other terms of this option, including without limitation,
paragraph 5(a)(1) of the Option Plan which specifies when this option is
exercisable, shall be the same as those provided for in the Option Plan. The
Option Plan is attached hereto as EXHIBIT A and is incorporated herein by this
reference. Optionee has read EXHIBIT A and agrees to be bound by its terms.

            3.    Any notice to be given by the Optionee under the terms of the
Option Plan shall be deemed to have been duly given if sent by Certified Mail,
postage and certification prepaid, to Invivo Corporation, 4900 Hopyard Rd.,
Pleasanton, California 94588, Attention: Corporate Secretary, or to such
subsequent address, if any, at which the Company's headquarters office may be
located.

            4.    This Agreement shall be construed and enforced in
accordance with the laws of the State of California.

            5.    The terms of this Agreement shall be binding upon the
executors, administrators, heirs, successors, transferees and assignees of the
Optionee.

            6.    In any action at law or in equity to enforce any of the
provisions or rights under this Agreement or the Option Plan, the unsuccessful
party to such litigation, as determined by the court in a final judgment or
decree, shall pay the successful party or parties all costs, expenses and
reasonable attorneys' fees incurred by the successful party or parties
(including without limitation costs, expenses and attorneys' fees on any
appeals), and if the successful party recovers judgment in any such action or
proceeding, such costs,

expenses and attorneys' fees shall be included as part of the judgment.

            7.    The Optionee agrees to perform all acts and execute and
deliver any documents that may be reasonably necessary to carry out the
provisions of this Agreement, including but not limited to all acts and
documents relating to compliance with federal and/or state securities laws.

            8.    For convenience this Agreement may be executed in any number
of identical counterparts, each of which shall be deemed a complete original in
itself and may be introduced in evidence or used for other purpose without the
production of any other counterparts.

            9.    In the event that any provision of this Agreement is found to
be invalid or otherwise unenforceable under any applicable law, such invalidity
or unenforceability shall not be construed as rendering any other provisions
contained herein invalid or unenforceable, and all such other provisions shall
be given full force and effect to the same extent as though the invalid and
unenforceable provision was not contained herein.

            10.   Optionee acknowledges, understands and agrees that the
existence of the Option Plan and the execution of this Agreement are not
sufficient by themselves to cause any exercise of the option evidenced hereby to
qualify for favorable tax treatment through the application of Section 422 of
the Internal Revenue Code; that Optionee must, in order to so qualify,
individually meet by his or her own action all applicable requirements of
Section 422, including without limitation the following holding period
requirements: no disposition of a Share may be made by Optionee within two years
from the date of the granting of the option(s) nor within one year after the
transfer of such Share to him or her on exercise of the option.

      IN WITNESS WHEREOF, THE PARTIES HAVE CAUSED THIS AGREEMENT TO BE EXECUTED
AS OF THE DAY AND YEAR REFERRED TO ABOVE.

                                          INVIVO CORPORATION

                                          By: _____________________________
                                                       ("Company")

                                          By: _____________________________
                                                        (Optionee")

Attachment:  1994 Stock Option Plan