EXHIBIT 10.2

                               AMENDMENT NO. 1 TO
                        WARRANT TO PURCHASE COMMON STOCK
                                       OF
                          BIOSOURCE INTERNATIONAL, INC.

         THIS  AMENDMENT  NO.  1  TO  WARRANT  TO  PURCHASE  COMMON  STOCK  (the
"AMENDMENT"),  is  entered  into on this 7th day of June  2004,  by and  between
BioSource  International,  Inc., a Delaware  corporation  (the  "COMPANY"),  and
Stargen II LLC (the "HOLDER").

         A. The Holder is the holder of that certain  Warrant to Purchase Common
Stock dated as of February  15,  2000,  issued to the Holder by the Company (the
"WARRANT").

         B. In connection with the Holder's desire to extend the Expiration Date
of the Warrant (as defined therein) from February 15, 2005 to February 15, 2007,
the parties have agreed to amend certain terms of the Warrant in accordance with
the terms hereof.

         NOW,  THEREFORE,  in  consideration  of the premises and agreements set
forth herein, and for other good and valuable consideration,  the mutual receipt
and  sufficiency of which are hereby  acknowledged,  and intending to be legally
bound hereby, the parties hereby agree as follows:

1. The first  paragraph of the  Warrant,  which  commences  with the terms "THIS
CERTIFIES  THAT," is hereby  amended  and  restated  in its  entirety to read as
follows:

         "THIS  CERTIFIES  THAT, for value received by BioSource  International,
         Inc., a Delaware  corporation (the  "COMPANY"),  Stargen II LLC, or its
         permitted  registered assigns ("HOLDER"),  is entitled,  subject to the
         terms and conditions of this Warrant,  at any time or from time to time
         after the issuance  date of this Warrant (the  "EFFECTIVE  DATE"),  and
         before 5:00 p.m.  Pacific Time on the seventh (7th)  anniversary of the
         Effective Date (the  "EXPIRATION  DATE"),  to purchase from the Company
         24,458  shares of Common Stock of the Company,  at a price per share of
         $9.00 (the "PURCHASE PRICE"). Both the number of shares of Common Stock
         purchasable  upon  exercise of this Warrant and the Purchase  Price are
         subject to adjustment and change as provided herein."

         2. Except as  expressly  amended  and  restated  herein,  all terms and
conditions of the Warrant are hereby ratified,  confirmed and approved and shall
remain in full force and effect.  In the event of any conflict or  inconsistency
between this Amendment and the Warrant, this Amendment shall govern.





         IN WITNESS WHEREOF,  the parties hereto have executed this Amendment as
of the date first set forth above.

Stargen II LLC                            BioSource International, Inc.


/s/ Jean-Pierre Conte                     /s/ Terrance Bieker
--------------------------------          --------------------------------------
By:                                       By:

Jean-Pierre Conte                         Terrance Bieker
--------------------------------          --------------------------------------
Printed Name                              Printed Name

Managing Director                         Chief Executive Officer and President
--------------------------------          --------------------------------------
Title                                     Title


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