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                                                                   EXHIBIT 10.20

                                  GALAGEN INC.

            ANNUAL LONG TERM INCENTIVE STOCK OPTION 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. CALCULATION OF STOCK OPTIONS

     Initial stock options are granted to new employees based upon their
     salary/position in the Company using the ranges below.  The initial option
     grant schedule has already been approved by the Board and Compensation
     Committee of the Board.

     Options will be granted using the ranges in the following table:

       ------------------------------------------------------------------------
                                     Range for Initial         Range for Annual
       Salary Range or Position        Option Grant              Option Grant
       ------------------------------------------------------------------------
          Up to $30,000                  Up to 2,000              Up to 1,000
          $30,001 to $35,000             Up to 3,500              Up to 2,000
          $35,001 to $40,000             Up to 5,000              Up to 2,500
          $40,001 to $50,000             Up to 7,500              Up to 4,000
          $50,001 to $60,000            Up to 10,000              Up to 7,000
          $60,001 to $80,000            Up to 15,000             Up to 12,000
          Greater than $80,000          Up to 25,000             Up to 20,000
          Executive Officer                   30,000             Up to 50,000
          (excluding CEO)
        -----------------------------------------------------------------------

      Annual stock option grants will be at the sole discretion of the CEO and
      the Compensation Committee of the Board and will be based on Company
      milestones, superior personal achievements and overall stock performance.

      Stock options currently vest over a period of five (5) years and have an
      expiration of up to ten years.



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IV.   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 option
      under this Plan.

V.    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
      any options 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.

VI.   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.

VII.  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 options at any time under this
      Plan may be considered as fixed, earned or accrued until actual payment is
      made.

VIII. 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 annual option grant.