<PAGE>   1


                                                                   EXHIBIT 10.20


                           AMARILLO BIOSCIENCES, INC.
                        1996 EMPLOYEE STOCK OPTION PLAN

                           AMENDED AND RESTATED AS OF
                                  MAY 13, 1997

                              ARTICLE I -- GENERAL

1.01.  PURPOSES.

                 The purposes of this 1996 Employee Stock Option Plan (the
"Plan") are to: (1) closely associate the interests of the management of
AMARILLO BIOSCIENCES, INC. ("ABI") and its Subsidiaries and Affiliates
(collectively referred to as the "Company") with the shareholders by
reinforcing the relationship between participants' rewards and shareholder
gains; (2) provide management with an equity ownership in the Company
commensurate with Company performance, as reflected in increased shareholder
value; (3) maintain competitive compensation levels; and (4) provide an
incentive to management for continuous employment with the Company.

1.02.  ADMINISTRATION.

                 (a)      The Plan shall be administered by a committee of
directors appointed by the Board of Directors of ABI (the "Committee"), as
constituted from time to time.  The Committee shall consist of at least two
members of the Board.  Notwithstanding anything in this Section 1.02 to the
contrary, so long as any equity security of the Company is registered under
Section 12 of the Securities Exchange Act of 1934, as amended (the "1934 Act"),
or any successor statute, all authority to exercise discretion with respect to
participation in the Plan by persons who are (i) "officers" within the meaning
of the applicable Securities and Exchange Commission rules and regulations
relating to Section 16 of the 1934 Act, or any successor statute, (ii)
directors of the Company and/or (iii) beneficial owners of more than ten
percent (10%) of any class of equity securities of the Company who are
otherwise eligible to participate in the Plan, and the timing, pricing, amounts
and other terms and conditions of awards granted under the Plan to such
officers, directors and beneficial owners, shall be vested in the Committee, if
all of the members of the Committee are disinterested persons within the
meaning ascribed to such term in Rule 16b-3 promulgated under the 1934 Act, or
within any successor definition or under any successor rule ("disinterested
persons").

                 (b)      The Committee shall have the authority, in its sole
discretion and from time to time to:





                                      -1-
<PAGE>   2
                      (i)         designate the employees or classes of
                                  employees eligible to participate in the
                                  Plan;

                     (ii)         grant awards provided in the Plan in such
                                  form and amount as the Committee shall
                                  determine;

                    (iii)         impose such limitations, restrictions and
                                  conditions upon any such awards as the
                                  Committee shall deem appropriate; and

                     (iv)         interpret the Plan, adopt, amend and rescind
                                  rules and regulations relating to the Plan,
                                  and make all other determinations and take
                                  all other action necessary or advisable for
                                  the implementation and administration of the
                                  Plan.

                 (c)      Decisions and determinations of the Committee on all
matters relating to the Plan shall be in its sole discretion and shall be
conclusive.  No member of the Committee shall be liable for any action taken or
decision made in good faith relating to the Plan or any award thereunder.

                 (d)      With respect to persons subject to Section 16 of the
Securities Exchange act of 1934 (the "1934 Act"), transactions under the Plan
are intended to comply with all applicable conditions of Rule 16b-3 or its
successor under the 1934 Act.  To the extent any provision of the Plan or
action by the Board of Directors or the Committee fails to so comply, it shall
be deemed null and void, to the extent permitted by law and deemed advisable by
the Board of Directors or the Committee, as applicable.

                 (e)      All usual and reasonable expenses of the Committee
shall be paid by the Company, and no member shall receive compensation with
respect to his services for the Committee except as may be authorized by the
Board of Directors.  The Board of Directors and the Committee may employ
attorneys, consultants, accountants or other persons, and the Board of
Directors, the Committee, the Company and its officers and directors shall be
entitled to rely upon the advice, opinions or valuations of any such persons.
All actions taken and all interpretations and determinations made by the Board
of Directors or the Committee in good faith shall be final and binding upon all
Employees who have received awards, and upon the Company and all other
interested persons.  No member of Board of Directors or the Committee shall be
personally liable for any action, determination, or interpretation taken or
made in good faith with respect to the Plan or





                                      -2-
<PAGE>   3
awards made thereunder, and the Company shall indemnify and hold harmless each
member of the Board of Directors or the Committee against all loss, cost,
expenses or damages, occasioned by any act or omission to act in connection
with any such action, determination or interpretation under or of the Plan,
consistent with the Company's certificate of incorporation and bylaws.

1.03.  ELIGIBILITY FOR PARTICIPATION.

                 Participants in the Plan shall be selected by the Committee
from among the employees of the Company.  In making this selection and in
determining the form and amount of awards, the Committee shall consider any
factors deemed relevant, including the individual's functions,
responsibilities, value of services to the Company and past and potential
contributions to the Company's profitability and sound growth.

1.04.  TYPES OF AWARDS UNDER PLAN.

                 Awards under the Plan will be in the form of Incentive Stock
Options, as described in Article II; provided, however, that Limited Rights, as
described in Article III, may be awarded with respect to Options concurrently
or previously awarded.

1.05.  AGGREGATE LIMITATION ON AWARDS.

                 (a)      Shares of stock which may be issued under the Plan
shall be authorized and unissued or treasury shares of Common Stock of ABI
("Common Stock").  The maximum number of shares of Common Stock which may be
issued under the Plan shall be two hundred thousand (200,000) shares.  The
maximum number of shares of Common Stock with respect to which Incentive Stock
Options may be granted in any one year to any employee shall not exceed 50,000.

                 (b)      In addition to shares of Common Stock actually issued
pursuant to the exercise of Incentive Stock Options, there shall be deemed to
have been issued a number of shares equal to the number of shares of Common
Stock in respect of which Limited Rights (as described in Article III) shall
have been exercised.

                 (c)      Any shares of Common Stock subject to an Incentive
Stock Option which for any reason is terminated unexercised or expires shall
again be available for issuance under the Plan, but shares subject to an
Incentive Stock Option which are not issued as a result of the exercise of
Limited Rights shall not again be available for issuance under the Plan.





                                      -3-
<PAGE>   4
1.06.  EFFECTIVE DATE AND TERM OF PLAN.

                 (a)      The Plan shall become effective on the date approved
by the holders of a majority of the shares of Common Stock present in person or
by proxy and entitled to vote at the 1996 Annual Meeting of Shareholders of
ABI.

                 (b)      No awards shall be made under the Plan after the last
day of the Company's 2001 fiscal year provided, however, that the Plan and all
awards made under the Plan prior to such date shall remain in effect until such
awards have been satisfied or terminated in accordance with the Plan and the
terms of such awards.

                     ARTICLE II -- INCENTIVE STOCK OPTIONS

2.01.  AWARD OF INCENTIVE STOCK OPTIONS.

                 The Committee may, from time to time and subject to the
provisions of the Plan and such other terms and conditions as the Committee may
prescribe, grant to any participant in the Plan one or more "Incentive Stock
Options," intended to qualify as such under the provisions of Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code") ("Incentive Stock
Options") to purchase for cash the number of shares of Common Stock allotted by
the Committee.  The date an Incentive Stock Option is granted shall mean the
date selected by the Committee as of which the Committee allots a specific
number of shares to a participant pursuant to the Plan.

2.02.  INCENTIVE STOCK OPTION AGREEMENTS.

                 The grant of an Incentive Stock Option shall be evidenced by a
written Incentive Stock Option Agreement, executed by the Company and the
holder of an Incentive Stock Option (the "Optionee"), stating the number of
shares of Common Stock subject to the Incentive Stock Option evidenced thereby,
and in such form as the Committee may from time to time determine.

2.03.  INCENTIVE STOCK OPTION PRICE.

                 The Option Price per share of Common Stock deliverable upon
the exercise of an Incentive Stock Option shall be 100% of the Fair Market
Value of a share of Common Stock on the date the Incentive Stock Option is
granted; provided, however, that with respect to any Optionee who owns stock
possessing more than 10% of the total combined voting power of all classes of
stock of ABI or of its parent or Subsidiary corporation (with such ownership
determined in view of the attribution provisions of Section 424(d) of the
Code), the





                                      -4-
<PAGE>   5
Option Price per share of Common Stock deliverable upon the exercise of an
Incentive Stock Option shall be 110% of the Fair Market Value of a share of
Common Stock on the date the Incentive Stock Option is granted.  The Committee
shall determine the date on which an option is granted, provided that such date
is consistent with the Code and any applicable rules or regulations thereunder;
in the absence of such determination, the date on which the Committee adopts a
resolution granting an option shall be considered the date on which such option
is granted, provided the Employee to whom the option is granted is promptly
notified of the grant and a written option agreement is duly executed as of the
date of the resolution.

2.04.  TERM AND EXERCISE.

                 Each Incentive Stock Option for employees who are not 10%
owners is exercisable during a period of ten years from the date of grant
thereof (the "Option Term"), subject to the Vesting Schedule for Employees who
are not 10% Owners, set forth below.  With respect to any Optionee who at the
time the Option is granted owns stock possessing more than 10% of the total
combined voting power of all classes of stock of ABI or of its parent or
Subsidiary corporation (with such ownership determined pursuant to the
attribution rules set forth in Section 424(d) of the Code), each Incentive
Stock Option is exercisable during a period of five years from the date of
grant thereof, subject to the Vesting Schedule for Employees who are 10%
Owners, set forth below.  No Incentive Stock Option shall be exercisable after
the expiration of its Option Term.  The Committee may also, in its sole
discretion, accelerate the exerciseability of any option or installment thereof
at any time.

                 VESTING SCHEDULE FOR EMPLOYEES WHO ARE NOT 10% OWNERS.
Options awarded shall be exercisable, subject to the other terms and conditions
of the Plan, only upon the expiration of the designated number of years of
active employment with the Company from date of award, as provided below:

                           20% of Options awarded - 1 year
                           40% of Options awarded - 2 years
                           60% of Options awarded - 3 years
                           80% of Options awarded - 4 years
                          100% of Options awarded - 5 years





                                      -5-
<PAGE>   6
               VESTING SCHEDULE FOR EMPLOYEES WHO ARE 10% OWNERS.

                         25% of Options awarded - 1 year
                         50% of Options awarded - 2 years
                         75% of Options awarded - 3 years
                        100% of Options awarded - 4 years

                 Except as provided in Sections 2.06, 2.07 and 2.08 hereof, no
Incentive Stock Option shall be exercised at any time unless the holder thereof
is then a regular full-time employee of the Company or one of its subsidiaries.

2.05.  MAXIMUM AMOUNT OF INCENTIVE STOCK OPTION GRANT.

                 In no event shall the aggregate Fair Market Value of all
Common Stock (determined at the time the option is granted) with respect to
which Incentive Stock Options are exercisable for the first time by an
individual during any calendar year (under all plans of the Company and its
subsidiaries) exceed $100,000.

2.06.  DEATH OF OPTIONEE.

                 (a)      Upon the death of the Optionee, any Incentive Stock
Option exercisable on the date of death may be exercised by the Optionee's
estate or by a person who acquires the right to exercise such Incentive Stock
Option by bequest or inheritance or by reason of the death of the Optionee,
provided that such exercise occurs within both the remaining Option Term of the
Incentive Stock Option and one year after the Optionee's death.

                 (b)      The provisions of this Section shall apply
notwithstanding the fact that the Optionee's employment may have terminated
prior to death, but only to the extent of any Incentive Stock Options
exercisable on the date of death.

2.07.  RETIREMENT OR DISABILITY.

                 Upon the termination of the Optionee's employment by reason of
permanent disability (as defined herein) or retirement (as determined by the
Committee), the Optionee may, within 36 months from the date of such
termination of employment, exercise any Incentive Stock Options to the extent
such Incentive Stock Options were exercisable at the date of such termination
of employment.  Notwithstanding the foregoing, the tax treatment available
pursuant to Section 422 of the Code upon the exercise of an Incentive Stock
Option will not be available to an Optionee who exercises any Incentive Stock
Options more than (i) 12 months after the date of termination of employment due
to permanent disability or (ii) three months





                                      -6-
<PAGE>   7
after the date of termination of employment due to retirement.  For purposes
hereof, "permanent disability" shall have the meaning set forth in Section
22(e)(3) of the Code or any successor provision thereto.

2.08.  TERMINATION FOR OTHER REASONS.

                 Except as provided in Sections 2.06 and 2.07 or except as
otherwise determined by the Committee, all Incentive Stock Options shall
terminate upon the termination of the Optionee's employment; provided, however,
that if the Optionee's employment was involuntarily terminated (with or without
cause), Optionee may exercise, during a 90-day period commencing with date of
termination, all Options theretofore vested, or which vest during said 90-day
period, under the Vesting Schedules set forth in Paragraph 2.04, above.  At the
end of the 90-day period, all rights of such Optionee under any then
outstanding option or right shall terminate and shall be forfeited immediately
as to any unexercised portion thereof.

2.09.  MANNER OF PAYMENT.

                 Each Stock Option Agreement shall set forth the procedure
governing the exercise of the Stock Option granted thereunder, and shall
provide that, upon such exercise in respect of any shares of Common Stock
subject thereto, the Optionee shall pay to the Company, in full, the Option
Price for such shares with cash or in shares of the Common Stock, valued at the
Fair Market Value per Share on the date of exercise.

2.10.  ISSUANCE OF SHARES.

                 As soon as practicable after receipt of payment, the Company
shall deliver to the Optionee a certificate or certificates for such shares of
Common Stock.  The Optionee shall become a shareholder of the Company with
respect to Common Stock represented by share certificates so issued and as such
shall be fully entitled to receive dividends, to vote and to exercise all other
rights of a shareholder.

2.11.  EFFECT OF EXERCISE.

                 The exercise of any Stock Option shall cancel that number of
related Limited Rights, if any, which is equal to the number of shares of
Common Stock purchased pursuant to said Option.





                                      -7-
<PAGE>   8
2.12.  RULE 16b-3 EXEMPTION.

                 Options granted under the Plan shall comply with the
applicable provisions of Rule 16b-3 promulgated under the 1934 Act, or any
successor, and shall contain such additional conditions or restrictions as may
be required thereunder to qualify for the maximum exemption from Section 16 of
the 1934 Act with respect to Plan transactions.

                         ARTICLE III -- LIMITED RIGHTS

3.01.  AWARD OF LIMITED RIGHTS.

                 Concurrently with or subsequent to the award of any Incentive
Stock Option, the Committee may, subject to the provisions of the Plan and such
other terms and conditions as the Committee may prescribe, award to the
Optionee with respect to each Option, a related limited right permitting the
Optionee, during a specified limited time period, to be paid the appreciation
on the Common Stock in lieu of exercising the Option ("Limited Right").

3.02.  LIMITED RIGHTS AGREEMENT.

                 Limited Rights granted under the Plan shall be evidenced by
written agreements in such form as the Committee may from time to time
determine.

3.03.  EXERCISE PERIOD.

                 Limited Rights shall (and must) be exercised immediately
preceding or simultaneous with the date of a Change in Control of ABI (the
"Exercise Period"), and all Limited Rights held by the Optionee shall be
exercised during such Exercise Period, without regard to the Vesting Schedules
set forth in Paragraph 2.04; provided, however, that if a Change in Control
shall have occurred without notice or opportunity for exercise of Limited
Rights, then the Limited Rights shall be exercised as soon as practicable after
a determination has been made that a "Change in Control" has occurred, or has
been deemed to have occurred.

                 As used in the Plan, a "Change in Control" shall be deemed to
have occurred if

                 (a)      individuals who were directors of ABI, immediately
prior to a Control Transaction shall cease, within one year of such Control
Transaction, to constitute a majority of the Board of Directors of ABI (or of
the Board of Directors of any successor to ABI or to all or substantially all
of its assets), or





                                      -8-
<PAGE>   9
                 (b)      any entity, person or Group other than ABI or a
Subsidiary of ABI or Hayashibara Biochemical Laboratories, Inc. or an Affiliate
thereof acquires shares of ABI in a transaction or series of transactions that
result in such entity, person or Group directly or indirectly owning
beneficially fifty-one percent (51%) or more of the outstanding shares.

                 As used herein, "Control Transaction" shall be

                      (i)         any tender offer for or acquisition of
                                  capital stock of ABI,

                     (ii)         any merger, consolidation, or sale of all or
                                  substantially all of the assets of ABI which
                                  has been approved by the shareholders,

                    (iii)         any contested election of directors of ABI,
or

                     (iv)         any combination of the foregoing;

which results in a change in voting power sufficient to elect a majority of the
Board of Directors of ABI.  As used herein, "Group" shall mean persons who act
in concert as described in Sections 13(d)(3) and/or 14(d)(2) of the Securities
Exchange Act of 1934, as amended.

3.04.  AMOUNT OF PAYMENT.

                 The amount of payment to which an Optionee shall be entitled
upon the exercise of each Limited Right shall be equal to 100% of the amount,
if any, which is equal to the difference between the Fair Market Value per
share of Common Stock covered by the related Option on the date the Option was
granted and the Market Price of a share of such Common Stock.  Market Price is
defined to be the greater of (i) the highest price per share of the Company's
Common Stock paid in connection with any Change in Control and (ii) the highest
price per share of the Company's Common Stock paid pursuant to an unsolicited
brokerage transaction during the 60-day period prior to the Change in Control.

3.05.  FORM OF PAYMENT.

                 Payment of the amount to which an Optionee is entitled upon
the exercise of Limited Rights, as determined pursuant to Section 3.04, shall
be made solely in cash.





                                      -9-
<PAGE>   10
3.06.  EFFECT OF EXERCISE.

                 If Limited Rights are exercised, the Stock Options related to
such Limited Rights cease to be exercisable to the extent of the number of
shares with respect to which the Limited Rights were exercised.  Upon the
exercise or termination of the Options related to such Limited Rights, the
Limited Rights granted with respect thereto terminate to the extent of the
number of shares as to which the related Options were exercised or terminated.

3.07.  RETIREMENT OR DISABILITY.

                 Upon termination of the Optionee's employment with the Company
by reason of permanent disability or retirement (as each is determined by the
Committee), the Optionee may, within 36 months from the date of termination,
exercise any Limited Right to the extent such Limited Right is otherwise
exercisable during such 36-month period.

3.08.  DEATH OF OPTIONEE OR TERMINATION FOR OTHER REASONS.

                 Except as provided in Section 3.07, or except as otherwise
determined by the Committee, all Limited Rights granted under the Plan shall
terminate upon the termination of the Optionee's employment with the Company,
or upon the death of the Optionee.

                          ARTICLE IV -- MISCELLANEOUS

4.01.  GENERAL RESTRICTION.

                 Each award under the Plan shall be subject to the requirement
that, if at any time the Committee shall determine that (i) the listing,
registration or qualification of the shares of Common Stock subject or related
thereto upon any securities exchange or under any state or federal law, or (ii)
the consent or approval of any government regulatory body, or (iii) an
agreement by the grantee of an award with respect to the disposition of shares
of Common Stock, is necessary or desirable as a condition of, or in connection
with, the granting of such award or the issue or purchase of shares of Common
Stock thereunder, such award may not be consummated in whole or in part unless
such listing, registration, qualification, consent, approval or agreement shall
have been effected or obtained free of any conditions not acceptable to the
Committee.





                                      -10-
<PAGE>   11
4.02.  NON-ASSIGNABILITY.

                 No award under the Plan shall be assignable or transferable by
the recipient thereof, except by will or by the laws of descent and
distribution.  During the life of the recipient, such award shall be
exercisable only by such person or by such person's guardian or legal
representative.

4.03.  RIGHT TO TERMINATE EMPLOYMENT.

                 Nothing in the Plan or in any agreement entered into pursuant
to the Plan shall confer upon any participant the right to continue in the
employment of the Company or affect any right which the Company may have to
terminate the employment of such participant.

4.04.  NON-UNIFORM DETERMINATIONS.

                 The Committee's determinations under the Plan (including
without limitation determinations of the persons to receive awards, the form,
amount and timing of such awards, the terms and provisions of such awards and
the agreements evidencing same) need not be uniform and may be made by it
selectively among persons who receive, or are eligible to receive, awards under
the Plan, whether or not such persons are similarly situated.

4.05.  RIGHTS AS A SHAREHOLDER.

                 The recipient of any award under the Plan shall have no rights
as a shareholder with respect thereto unless and until certificates for shares
of Common Stock are issued to him.

4.06.  DEFINITIONS.

                 In this Plan the following definitions (along with other
definitions set forth elsewhere in the Plan) shall apply:

                 (a)      "Affiliate" means any person or entity which
directly, or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with ABI.

                 (b)      "Fair Market Value" means, as of any date, the value
of Common Stock determined as follows:

                          (i)     If the Common Stock is listed on any
                                  established stock exchange or a national
                                  market system, including without





                                      -11-
<PAGE>   12
                                  limitation the National Market System of the
                                  National Association of Securities Dealers,
                                  Inc. Automated Quotation ("NASDAQ") System,
                                  the Fair Market Value of a Share of Common
                                  Stock shall be the closing sales price for
                                  such stock (or the closing bid, if no sales
                                  were reported) as quoted on such system or
                                  exchange (or the exchange with the greatest
                                  volume of trading in Common Stock) on the
                                  date of grant, as reported in The Wall Street
                                  Journal or such other source as the Board
                                  deems reliable;

                     (ii)         If the Common Stock is quoted on the NASDAQ
                                  System (but not on the National Market System
                                  thereof) or regularly quoted by a recognized
                                  securities dealer but selling prices are not
                                  reported, the Fair Market Value of a Share of
                                  Common Stock shall be the mean between the
                                  bid and asked prices for the Common Stock on
                                  the last market trading day prior to the day
                                  of determination, as reported in The Wall
                                  Street Journal or such other source as the
                                  Board deems reliable; or

                    (iii)         In the absence of an established market for
                                  the Common Stock, the Fair Market Value
                                  thereof shall be determined in good faith by
                                  the Committee.

                 (c)      "Option" means Incentive Stock Option.

                 (d)      "Option Price" means the purchase price per share of
Common Stock deliverable upon the exercise of an Incentive Stock Option.

                 (e)      "Subsidiary" means any corporation of which, at the
time more than 50% of the shares entitled to vote generally in an election of
directors are owned directly or indirectly by ABI or any Subsidiary thereof.

4.07.  LEAVES OF ABSENCE.

                 The Committee shall be entitled to make such rules,
regulations and determinations as it deems appropriate under the Plan in
respect of any leave of absence taken by the recipient of any award.  Without
limiting the generality of the foregoing, the Committee shall be entitled to
determine (i) whether or not any such leave of absence shall constitute





                                      -12-
<PAGE>   13
a termination of employment within the meaning of the Plan and (ii) the impact,
if any, of any such leave of absence on awards under the Plan theretofore made
to any recipient who takes such leave of absence.

4.08.  NEWLY ELIGIBLE EMPLOYEES.

                 The Committee shall be entitled to make such rules,
regulations, determinations and awards as it deems appropriate in respect of
any employee who becomes eligible to participate in the Plan or any portion
thereof after the commencement of an award or incentive period.

4.09.  ADJUSTMENTS.

                 In the event of any change in the outstanding Common Stock by
reason of a stock dividend or distribution, recapitalization, merger,
consolidation, split-up, combination, exchange of shares or the like, the
Committee shall appropriately adjust the number of shares of Common Stock which
may be issued under the Plan, the number of shares of Common Stock subject to
Options theretofore granted under the Plan, the Option Price of Options
theretofore granted under the Plan, the amount and terms of any Limited Rights
theretofore awarded under the Plan, and any and all other matters deemed
appropriate by the Committee.

4.10.  AMENDMENT OF THE PLAN.

                 (a)      The Committee may, without further action by the
shareholders and without receiving further consideration from the participants,
amend this Plan or condition or modify awards under this Plan in response to
changes in securities or other laws or rules, regulations or regulatory
interpretations thereof applicable to this Plan or to comply with stock
exchange rules or requirements.

                 (b)      The Committee may at any time and from time to time
terminate or modify or amend the Plan in any respect, except that without
shareholder approval the Committee may not (i) increase the maximum number of
shares of Common Stock which may be issued under the Plan (other than increases
pursuant to Section 4.10), (ii) extend the period during which any award may be
granted or exercised, or (iii) extend the term of the Plan.  The termination or
any modification or amendment of the Plan, except as provided in subsection
(a), shall not without the consent of a participant, affect his or her rights
under an award previously granted to him or her.





                                      -13-
<PAGE>   14
4.11.  DISPOSITION OF OPTION SHARES; WITHHOLDING TAXES.

                 Upon the disposition (within the meaning of Code Section
424(c)) of shares of Common Stock acquired pursuant to the exercise of an
Incentive Stock Option prior to the expiration of the holding period
requirements of Code Section 422(a)(1), the Optionee shall be required to give
notice to the Company of such disposition and the Company shall have the right
to require the Optionee to pay to the Company the amount of any taxes that are
required by law to be withheld with respect to such disposition.





                                      -14-