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                                                                   EXHIBIT 10.19
                                  GALAGEN INC.

               ANNUAL SHORT TERM INCENTIVE CASH COMPENSATION PLAN



I.   OBJECTIVE
     -    Attract and retain high caliber employees
     -    Foster incentive and reward performance
     -    Support corporate goals


II.  ELIGIBILITY
     All employees are eligible.


III. FUNDING
     Bonus pool will be funded based on the Company's attainment of the Board
     approved 1997 milestones.


IV.  BONUS POOL CALCULATION
     Bonus pool will be calculated based on the consolidated achievement of the
     Company's goals.  This bonus pool will be calculated based on a percentage
     of the total annualized base salaries of the participants of the Plan
     according to the following formula:


               CONSOLIDATED                        BONUS POOL AS PERCENT OF
               ACHIEVEMENT                           TOTAL ANNUALIZED BASE
             OF COMPANY GOALS                               SALARIES
           -------------------                     --------------------------
              Less than 90%                            Determined by Board
                   90%                                         12%
                   95%                                         15%
                  100%                                         20%
                  105%                                         22%
                  110%                                         25%
                Over 110%                              Determined by Board

V.   BONUS TARGETS
     Bonus Targets (as a percentage of individual's base pay) will be based on
     their position and level of responsibility in the Company.

           LEVEL                                MAXIMUM TARGET
           ---------------------------------------------------
           Officer (excluding CEO)                       45%
           Director/Manager                              15%
           Professional                                  10%
           Administrative/Specialist                      5%

VI.  CALCULATION OF INDIVIDUAL BONUSES
     Bonus payouts will be calculated using performance measurements which are
     weighted according to position and responsibility in the Company, and
     relate to achieved personal objectives and management discretion.  The
     overall objective is to reward superior performance.


VII. RETIREMENT, DISABILITY OR DEATH
     A participant whose employment is terminated during the year for reasons of
     retirement, disability or death will be entitled to a prorated bonus under
     this Plan.



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VIII. OTHER TERMINATIONS
      A participant whose employment is terminated during the year for any
      reason other than retirement, disability or death will not be entitled
      to a bonus under this Plan.  Participants must be actively employed on
      the last day of the year to receive an award.  No prorated awards will
      be made.

IX.   ADMINISTRATION
      The Compensation Committee of the Board of Directors shall have the
      full power, authority, and discretion to interpret this Plan and may
      establish such rules, regulations, procedures and guidelines as it
      deems necessary for its administration.

X.    AMENDMENT AND TERMINATION
      The Board of Directors may amend, modify or terminate the Plan, in
      whole or in part, at any time.  No payment of any bonus at any time
      under this Plan may be considered as fixed, earned or accrued until
      actual payment is made.

XI.   MITIGATING FACTORS
      The Compensation Committee of the Board of Directors may decide at its
      discretion, whether and to what extent non-controllable mitigating
      factors, favorable or unfavorable, (e.g. economic conditions,
      embargoes, business "windfalls", ability of company to pay, etc.) will
      be considered in the evaluation process and bonus pool calculation.
      Any exceptions to regular pool funding calculations must be approved
      by the Board of Directors.  The Board of Directors may at its
      discretion direct that awards be made in forms other than cash, such
      as stock options at fair market value.