SECOND AMENDMENT TO LEASE

                                                                    EXHIBIT 10.2

                            SECOND AMENDMENT TO LEASE

      THIS SECOND AMENDMENT TO LEASE (the "Second   Amendment") is made this 19th
day   of   March,   2008   (the   "Effective    Date"),    between   DAVID   D.   BOHANNON
ORGANIZATION,   a California corporation,   herein referred to as "Landlord",   and
GERON CORPORATION, a Delaware corporation, herein referred to as "Tenant".


                                   WITNESSETH:

       WHEREAS,   Landlord and Tenant entered into a Lease entitled "Business Park
Lease   dated   March 25,   1996,   for   certain   demised   premises   located   at 230
Constitution Drive, Menlo Park,   California,   as more particularly   described in
said Lease, and

       WHEREAS,   Landlord   and Tenant   entered   into an   Amendment to Lease dated
March 23, 2004 (the "First   Amendment"),   wherein the demised   term was extended
and Tenant was given an option to extend the demised   term of the Lease,   all as
more particularly described therein (the Lease, as previously amended, is herein
referred to as the "Lease"), and

      WHEREAS,   the Lease is scheduled to expire on July 31, 2008,   and Landlord
and Tenant desire to make certain amendments to the Lease and extend the demised
term of the Lease, all as more particularly set out hereinbelow.

      NOW, THEREFORE, in consideration of the covenants and conditions contained
herein, Landlord and Tenant agree to amend the Lease as follows:

      1.   The   demised   term of the   Lease is   hereby   extended   four (4)   years
commencing August 1, 2008, and the demised term shall expire on July 31, 2012 at
11:59 p.m.

      2. Effective as of the Effective Date, Sections 1.2. and 2.7. of the Lease
(Tenant's   option to extend the demised term of the Lease),   which were inserted
into the Lease in   paragraphs   2 and 4,   respectively,   of the First   Amendment,
shall be deemed   void and of no further   force or effect,   as the   parties   have
agreed to extend the demised   term of the Lease   pursuant to the   provisions   of
this Second Amendment.

      3. Base rent   payable   pursuant   to   Section   2.1.   of the Lease   shall be
payable during the extended term as follows: for the period from August 1, 2008,
to and including   July 31, 2012,   base rent shall be the amount of Three Hundred
Eighty Thousand Five Hundred Thirty Seven and 04/100 Dollars   ($380,537.04)   per
annum,   payable in twelve (12) equal monthly installments of Thirty One Thousand
Seven Hundred Eleven and 42/100 Dollars ($31,711.42).

      4. In addition to the base rent set forth in Section 2.1. of the Lease, as
revised hereinabove, Tenant shall continue to pay all items of   additional   rent
pursuant to the terms of the Lease.

      5. Tenant hereby   receives a new option to further extend the demised term
of the Lease;   therefore,   the   following   new Section 1.2. is inserted into the
Lease as of the Effective Date:

            "Section   1.2.   Provided   that Tenant is not,   at the time   Landlord
      receives Tenant's written notice to exercise the following option, and has
      not been, in default   under any of the terms and   conditions of the Lease,
      which   default has not been cured within the   applicable   cure periods set
      forth in Article 13 of the Lease,   Tenant   shall have the option to extend
      the demised   term of the Lease for one (1)   additional   period of four (4)
      years upon the following terms and conditions:


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            A. Tenant shall   exercise   the option by written   notice to Landlord
      given no later than one hundred   eighty   (180) days,   nor earlier than two
      hundred seventy (270) days, prior to the expiration of the demised term;

            B. The option term will commence on August 1, 2012, and shall extend
      for a period of four (4) years, up to and including July 31, 2016;

            C. There   shall be no further   options to extend,   there shall be no
      Landlord   inducement,   and   Landlord   shall not be required to perform any
      improvements   in the demised   premises or the building   prior to or during
      the option term;

            D. The option to extend may only be exercised by Geron   Corporation,
      provided that Geron   Corporation   may exercise the option on behalf of its
      sublessee,   if Geron   Corporation   has subleased any or all of the demised
      premises and Landlord has consented to such sublease. The option cannot be
      transferred   nor   can   it be   exercised   by   Geron   Corporation   if   Geron
      Corporation has assigned its rights under this Lease to a third party.

            E. The then current   payments for additional   rent shall continue to
      be adjusted   during the option   term   pursuant   to the   provisions   of the
      Lease;

            F. The base rent for each year of the option term shall   (subject to
      the   provisions   hereof) equal the Fair Market   Rental Value   (hereinafter
      defined). "Fair Market Rental Value" shall mea