AMENDED EMPLOYMENT AGREEMENT

         THIS AGREEMENT (the "Agreement") is entered into effective this 5th day
of October,  1998 (the "Effective Date"), by and between NaPro  BioTherapeutics,
Inc.,  a  Delaware  corporation  (the  "Company"),  and  Sterling  K.  Ainsworth
("Executive"). Certain capitalized terms used in this Agreement have the meaning
set forth in Paragraph 17 hereof.

                                    RECITALS

         A. WHEREAS,  the Company and the Executive have previously entered into
an Amended and Restated  Employment and Executive Stock  Agreement,  dated as of
June 7, 1993 and amended and restated  effective as of May 31, 1994, (the "Prior
Agreement"); and

         B. WHEREAS,  the Company  desires to secure the  continued  services of
Executive as an employee of the Company, and to provide for certain compensation
and benefit  arrangements for Executive in the event of Executive's  termination
of  employment  under certain  circumstances,  and Executive is willing to enter
into this Agreement and perform such services.

                              TERMS AND CONDITIONS

         In  consideration  of the  respective  covenants and  agreements of the
parties  contained in this Agreement,  the parties agree to amend and restate in
its entirety the Prior Agreement as follows:

         1. Employment Services.  The Company hereby agrees to engage Executive,
and Executive  hereby agrees to perform  services for the Company,  on the terms
and conditions  set forth in this  Agreement.  During the Employment  Period (as
defined below),  the Company and Executive agree that Executive will serve as an
executive  officer  of the  Company  in the  position  of  President  and  Chief
Executive Officer with the duties,  responsibilities  and authority as set forth
on Schedule A, or will have such other  executive title and such other executive
duties,  responsibilities  and  authority as Executive and the Company may agree
upon from time to time,  and will  perform  such  services of an  executive  and
administrative  character to the Company and its present or future  Subsidiaries
consistent  with the duties of the Company's other  executive  officers,  as the
Company's  Board of  Directors  (the  "Board") may from time to time direct (the
"Employment  Services") or the Bylaws of the Company may provide. The Employment
Services  shall commence upon the Effective Date of this Agreement and terminate
as provided in Paragraph 6 (the "Employment Period").

         2.       Performance.

                  (a) Executive  shall report to the Board,  and Executive shall
devote his best  efforts to the  business  and  affairs of the  Company  and its
Subsidiaries;  provided,  however,  that upon prior agreement by the Board,  and
subject to the terms of this  Agreement,  Executive  may  engage in  independent
activities in areas unrelated to the Company's  business or the Company's actual
or  demonstrably  anticipated  business;  and  provided,  further,  that no such
independent  activities shall materially  detract from the essentially full time
commitment  of Executive  to the business and affairs of the Company.  Executive
shall perform his duties and  responsibilities to the best of his abilities in a
diligent, trustworthy, businesslike and professional manner.



<PAGE>



                  (b)  Unless  the  Company  and  Executive   otherwise   agree,
Executive  shall  perform the  Employment  Services at the  Company's  executive
offices and traveling on business as Executive and the Company shall  reasonably
deem necessary.

         3.       Compensation.

                  (a)  During  the  Employment  Period,  the  Company  will  pay
Executive for the  Employment  Services a base salary (the "Base Salary") at the
annual  rate  of  $175,000  or such  other  increased  rate as the  compensation
committee of the Board or Board committee  performing  equivalent functions (the
"Compensation  Committee") (or if the Board has no Compensation Committee at the
time, then the Board) may designate from time to time, such salary to be paid at
such periods as salary is paid to other executive  officers of the Company.  The
Compensation  Committee  (or the Board,  if  applicable)  shall  review the Base
Salary of the Executive at least  annually on the  anniversary  of the Effective
Date and may, in its sole  discretion,  increase  (but not  decrease)  such Base
Salary  from time to time.  Payment of the Base  Salary  shall be subject to the
customary withholding tax and other employment taxes as required with respect to
compensation paid by a corporation to an employee.

                  (b) Executive  may receive an annual bonus in such amount,  if
any,  as  the  Compensation  Committee  (or  if the  Board  has no  Compensation
Committee  at the  time,  then  the  Board),  in its  discretion,  may  award to
Executive, based upon Executive's and the Company's performance during each year
of the Employment  Period,  provided,  however that each annual bonus payable to
Executive during the Employment Period shall not be less than the greater of (i)
$20,000 or (ii) the amount of the highest annual bonus paid to Executive for the
three most recent fiscal years of the Company.

                  (c) The  Executive  shall be  entitled  to receive  such stock
options  during the  Employment  Period as  determined  from time to time by the
Compensation  Committee  (or if the Board has no  Compensation  Committee at the
time, then the Board).

         4.  Reimbursement  for Expenses.  The Company shall promptly  reimburse
Executive  for all  reasonable  out-of-pocket  expenses  incurred  by him in the
course of performing his duties under this  Agreement,  subject to the Company's
reasonable  requirements  with respect to reporting  and  documentation  of such
expenses.

         5. Benefits. Executive shall be entitled to all fringe benefits offered
by the Company  and to  participate  in all of the  Company's  employee  benefit
programs both on the same basis as available to  executives of the Company,  and
shall be  entitled  to such  other  benefits  as may  from  time to time be made
available to  Executive.  The Company  shall use  commercially  reasonable  best
efforts to obtain and keep directors' and officers' liability insurance coverage
in effect in an amount equivalent to that of a well-insured,  similarly-situated
company;  provided,  however, that the failure to obtain and keep such insurance
in effect after the Company has  exercised  such  commercially  reasonable  best
efforts shall not be a breach of the Company's obligations under this Agreement.
During the Employment Period,  Executive shall be entitled to four weeks of paid
vacation during each year of the Employment Period and may carry over up to four
weeks of vacation from one year to the next succeeding year only.

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<PAGE>



         6.       Term and Termination.

                  (a)  Except  as  otherwise  provided  in this  Agreement,  the
Employment Period shall terminate upon the earlier of:

     (i) three  years from the  Effective  Date  hereof  (the  "Initial  Term");
provided,  however,  that  commencing  on the date one year after the  Effective
Date,  and on each  annual  anniversary  of such date (such date and each annual
anniversary  thereof shall be  hereinafter  referred to as the "Renewal  Date"),
unless  previously  terminated,  the  Employment  Period shall be  automatically
extended so as to terminate  three years from such Renewal  Date,  unless either
Executive  or the Board  shall have given  written  notice to the other party no
later than 180 days prior to the Renewal Date that the  Employment  Period shall
not be so extended;

     (ii) Executive's  incapacity or permanent  disability (which in either case
shall be deemed to occur only in the event  Executive  is unable to perform  the
Employment Services for 180 days in any 12-month period) or death;

     (iii)  termination by Executive  voluntarily or for Good Reason (as defined
below);

     (iv) termination by the Company with or without Cause (as defined below).

                  (b) If the Employment  Period is terminated (i) by the Company
without  Cause or (ii) by Executive  for Good Reason,  then  Executive  shall be
entitled to receive,  so long as Executive  has not breached the  provisions  of
Paragraphs  9, 10,  12, 13,  14, or 16 hereof in a manner  that could  adversely
affect  the  Company,  his  Base  Salary  in cash at the  periods  set  forth in
Paragraph 3, at a rate equal to the then  applicable rate set forth in Paragraph
3 for a period  equal to the  greater  of (x) the  remainder  of the  Employment
Period,  but not in excess of three  years or (y) two years plus in either  case
(I) the  greater  of (A) the  most  recent  annual  bonus,  if any,  awarded  to
Executive  pursuant to  Paragraph  3(b) during the  Company's  fiscal year of or
during the Company's  fiscal year prior to termination,  as the case may be, (B)
the  average  amount  of the last  three  annual  bonuses,  if any,  awarded  to
Executive  pursuant to  Paragraph  3(b) prior to  termination,  or (C)  $20,000,
multiplied by in any case not less than the number of years for which  Executive
is entitled to receive his Base Salary pursuant to this Paragraph 6(b) (prorated
for any partial  year) (such bonus amounts to be paid pro rata over the term for
which  Executive  is  entitled  to  receive  his Base  Salary  pursuant  to this
Paragraph  6(b));  plus (II) at Executive's  election,  medical,  dental and any
other health  insurance,  life  insurance,  accidental  death and  dismemberment
insurance  and  disability  protection  no less  favorable to Executive  and his
dependents  covered thereby  (including that Executive shall remain obligated to
continue  to pay any  costs or  expenses  which  Executive  would  otherwise  be
obligated  to pay  pursuant  to such  insurance  or other  protections  provided
pursuant to Paragraph 5 as in existence on the date of such  termination)  until
the first to occur of (i) the date of Executive's  re-employment  and subsequent
opportunity  to  participate  in any health  insurance  program with  comparable
coverage provided by such new employer,  including without limitation,  coverage
with respect to any  pre-existing  conditions or (ii) eighteen months after such
termination date.

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<PAGE>




                  (c) If a Change of  Control  (as  defined  below)  occurs  and
Executive  is  thereafter  offered and  accepts  continued  employment  with the
Company (or its  successor),  and either (i) he is still employed by the Company
on the  first  calendar  anniversary  of the  Change  of  Control,  or (ii)  his
employment  with the Company is  terminated  by the Company  without Cause or he
terminates  his  employment  for Good Reason  during such one year  period,  the
Company shall pay Executive, in addition to any other amounts payable hereunder,
a "stay bonus"  equal to one year's then current Base Salary.  Such "stay bonus"
shall be paid in a cash lump sum to Executive  within twenty (20) days following
the earlier of (i) the first anniversary of the date of the Change of Control or
(ii) the date of his termination of employment with the Company. For purposes of
this  Agreement,  a  "Change  of  Control"  means  the  happening  of any of the
following:  (i) the merger or  consolidation of the Company into a new surviving
company  in  which  the  holders  of  the  Company's  voting  securities  (on  a
fully-diluted  basis)  immediately prior to the merger or consolidation own less
than a majority  of the  ordinary  voting  power to elect  directors  of the new
surviving  company  (on a fully  diluted  basis),  or (ii) when any  "person" as
defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the "34 Act")
and as used in Sections 13(d) and 14(d) thereof,  including a "group" as defined
in Section 13(d) of the 34 Act but  excluding the Company and any  Subsidiary or
any  employee  benefit  plan  sponsored  or  maintained  by the  Company  or any
Subsidiary  (including  a trustee of such plan acting as  trustee),  directly or
indirectly,  becomes the "beneficial  owner" (as defined in Rule 13d-3 under the
34 Act, as amended from time to time), of securities of the Company representing
25% or more of the  combined  voting  power of the  Company's  then  outstanding
securities.

                  (d)  Except  as  provided  in  Paragraphs  6(b) or  (c),  upon
termination of the  Employment  Period,  Executive  shall be entitled to receive
only  (i)  accrued  but  unpaid  salary  and  bonus  through  the  date  of such
termination and (ii) unpaid salary with respect to any vacation days accrued but
not taken as of the date of such termination.

                  (e) For purposes of this Agreement, "Cause" shall mean (i) the
conviction (or plea of nolo  contendere) of a felony or a crime  involving moral
turpitude or the  commission of any other act which has an adverse effect on the
Company and which involves  dishonesty,  disloyalty or fraud with respect to the
Company or any of its Subsidiaries,  (ii) conduct bringing the Company or any of
its  Subsidiaries  into  substantial  public  disgrace or disrepute,  including,
without limitation, such conduct resulting from repeated acts of alcohol or drug
abuse, (iii) continued failure by Executive to substantially  perform his duties
as reasonably  directed by the Board for a period of 15 days after the Board has
made a demand for  substantial  performance  which  specifically  identifies the
manner  in  which  the  Board  believes  that  Executive  has not  substantially
performed his duties,  or (iv) gross  negligence or misconduct not in good faith
with  respect  to the  Company  or any of its  Subsidiaries,  or (v)  any  other
material  breach  of this  Agreement  which is not cured  within  15 days  after
Executive's receipt of written notice thereof.

                  (f)  For  purposes  of  this  Agreement,  termination  of  the
Employment  Period by Executive  for "Good  Reason"  shall mean  termination  by
Executive  (i) within 90 days after  Executive  has been  assigned,  without his
consent,  to any duties  substantially  inconsistent with his position,  duties,
responsibilities  or status with the Company as  contemplated  in Paragraph 1 of
this

                                        4

<PAGE>



Agreement;  (ii) upon 120 days'  prior  written  notice if such  notice is given
within 30 days after the date  Executive  ceases,  without his consent,  to be a
member of the Board;  (iii)  following a Change of Control,  upon failure of the
Company to pay  Executive  an annual  bonus equal to the average  amount of such
annual  bonus paid to  Executive  during the three  fiscal  years of the Company
immediately  preceding  the year in which the  Change of  Control  occurs;  (iv)
following a reduction of Executive's Base Salary after a Change of Control;  (v)
if Executive is required to regularly  perform the duties of his employment more
than 50 miles from  Boulder,  Colorado;  or (vi) upon a material  breach of this
Agreement by the Company  which is not cured within 30 days after the  Company's
receipt of written notice thereof. Executive shall provide written notice to the
Company of any and all grounds that Executive  alleges  constitute "Good Reason"
and the Company shall have 30 days after receipt of such written  notice to cure
any such alleged grounds for "Good Reason". If, following the expiration of such
30 day  period,  Executive  still  believes  that "Good  Reason"  exists for his
termination of Employment, the provisions of Paragraph 7 shall apply.

                  (g) Promptly  (but in any event within 20 days)  following any
termination  of the  Employment  Period,  and as of that date,  the Company will
notify  Executive of the itemized and  aggregate  cash value of the payments and
benefits,  as determined  under  Section 280G of the Internal  Revenue Code (the
"Code"),  received  or to be  received  by  Executive  in  connection  with  the
termination of his  employment  (whether  payable  pursuant to the terms of this
Agreement or otherwise). At the same time, the Company shall advise Executive of
the portion of such payments or benefits  which  constitute  parachute  payments
within the meaning of the Code and which may subject Executive to the payment of
excise  taxes  pursuant to Section  4999 and the  expected  amount of such taxes
(such  payments  or  benefits  being  hereinafter   referred  to  as  "Parachute
Payments").

                  (h)  Notwithstanding  the provisions of Paragraph 6(b) hereof,
if all or any portion of the payments or benefits  provided under Paragraph 6(b)
either alone or together  with other  payments or benefits  which  Executive has
received  or is  then  entitled  to  receive  from  the  Company  and any of its
Subsidiaries  would  constitute  Parachute  Payments,  such payments or benefits
provided  to  Executive  under  Paragraph  6(b)  shall be  reduced to the extent
necessary so that no portion  thereof shall be subject to the excise tax imposed
by  Section  4999 of the  Code;  but  only  if,  by  reason  of such  reduction,
Executive's net after tax benefit shall exceed the net after tax benefit if such
reduction were not made.  "Net after tax benefit" for purposes of this Paragraph
6(h)  shall mean the sum of (i) the total  amount  payable  to  Executive  under
Paragraphs 6(b) and (c) hereof,  plus (ii) all other payments and benefits which
Executive  has received or is then  entitled to receive from the Company and any
of its subsidiaries  that would constitute a Parachute  Payment,  less (iii) the
amount of federal  income taxes payable with respect to the payment and benefits
described in (i) and (ii) above  calculated at the maximum  marginal  income tax
rate  for  each  year in  which  such  payments  and  benefits  shall be paid to
Executive  (based upon the rate in effect for such year as set forth in the Code
at the  Termination  Date),  less (iv) the amount of excise  taxes  imposed with
respect to the payments and benefits  described in (i) and (ii) above by Section
4999 of the Code.


                                        5

<PAGE>



                  For purposes of this Paragraph 6(h),  Executive's base amount,
the present  value of the Parachute  Payments,  the amount of the excise tax and
all other appropriate  matters shall be determined by the Company's  independent
auditors in accordance with the principles of Section 280G of the Code and based
upon the advice of tax counsel selected by the Company,  which tax counsel shall
be reasonably satisfactory to Executive.

         7.  Notice of Certain  Terminations.  In the event that  either (i) the
Company shall  terminate  Executive for Cause or (ii) Executive  shall terminate
for Good Reason,  then any such  termination  shall be  communicated  by written
notice to the other party hereto. Any such notice shall specify(x) the effective
date of  termination  of the  Employment  Period,  which,  except  as  otherwise
provided in  Paragraph  6(f),  shall not be more than 30 days after the date the
notice is delivered  (the  "Termination  Effective  Date" and (y) in  reasonable
detail  the  facts  and  circumstances   underlying  a  determination  that  the
termination  is for Cause or for Good  Reason,  as the case may be. If within 15
days after any notice of  termination  of Executive  for Cause by the Company is
given,  or if  within 15 days  after  the  Company's  30 day cure  period  under
Paragraph 6(f) has expired,  the party  receiving such notice notifies the other
party that a good faith dispute exists  concerning the  characterization  of the
termination,  the  Termination  Effective  Date  shall be the date on which such
dispute is finally  resolved  either by written  agreement  of the parties or by
binding arbitration  conducted pursuant to the rules of the American Arbitration
Association. Notwithstanding the pendency of any such dispute, the Company shall
continue Executive and his dependents as participants in all medical, dental and
any other health  insurance and similar benefit plans of the Company in which he
and they were  participating  when the notice  giving  rise to the  dispute  was
given,  until the  dispute is finally  resolved.  Benefits  provided  under this
Paragraph 7 are in addition to all other  amounts due under this  Agreement  and
shall not be  offset  against,  or reduce  any other  amounts  due  under,  this
Agreement.

         8.  Insurance.  The Company  may, at its  election and for its benefit,
insure Executive  against  accidental  death, and Executive shall submit to such
physical  examination  and  supply  such  information  as  may  be  required  in
connection therewith.

         9.       Non-disclosure of Confidential Information.

                  (a) Unless  Executive  first secures  written consent from the
Company  pursuant to  procedures  implemented  by Company after the date hereof,
Executive  shall not disclose or use at any time,  either during the  Employment
Period or thereafter,  any Confidential Information (as defined in Paragraph 17)
except to the extent Executive  reasonably  believes is necessary to disclose or
use  such  Confidential  Information  in  performing  the  Employment  Services.
Executive  further agrees that Executive will use  Executive's  commercial  best
efforts  to  safeguard  the  Confidential  Information  and  protect  it against
disclosure,  misuse, espionage,  loss and theft, including,  without limitation,
causing  recipients of  Confidential  Information  to enter into  non-disclosure
agreements with the Company.  Subject to the provisions of Paragraphs 10 and 13,
nothing herein shall be construed to prevent  Executive  from using  Executive's
general  knowledge  and  skill  after  termination  of this  Agreement,  whether
Executive  acquired  such  knowledge  or skill  before or during the  Employment
Period.


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                  (b) In the event the Company has entered into  confidentiality
agreements with third parties (not including  Company  employees)  which contain
provisions  different from those set forth in this Agreement,  Executive agrees,
in  addition  to the  provisions  of  Paragraph  9(a),  to comply  with any such
different provisions of which Executive is notified by the Company.

         10.  Company  Ownership  of  Intellectual  Property.  Executive  hereby
assigns to the Company all right,  title and interest in and to all Intellectual
Property (as defined in  Paragraph  17)  contributed  to or conceived or made by
Executive during the Employment Period and prior to the Employment Period during
the period  Executive  was  employed by or engaged in  research  or  development
activities for or with the Company or its predecessors  and affiliates  (whether
alone or jointly  with others) to the extent such  Intellectual  Property is not
owned by the  Company as a matter of law.  Executive  shall  promptly  and fully
communicate to the Company all Intellectual  Property conceived,  contributed to
or made by  Executive  and shall  cooperate  with the  Company  to  protect  the
Company's interests in such Intellectual Property including, without limitation,
providing  assistance in securing patent protection and copyright  registrations
and signing all  documents  reasonably  requested by the  Company,  even if such
request occurs after the Employment  Period.  The Company shall pay  Executive's
reasonable  expenses of cooperating with the Company in protecting the Company's
interests  in such  Intellectual  Property  unless  the  subject  matter  of the
requested  cooperation  is  related  to  actions  taken or failed to be taken by
Executive wrongfully or otherwise not in good faith.

         11. Executive's  Rights.  Paragraph 10 of this Agreement does not apply
to an invention  for which no  equipment,  supplies,  facilities or trade secret
information  of the  Company  was used  and  which  was  developed  entirely  on
Executive's  own time,  unless (a) the invention  relates (i) to the business of
the  Company,  or (ii)  to the  Company's  actual  or  demonstrably  anticipated
material  research or  development,  or (b) the invention  results from any work
performed by Executive for the Company.

         12. Return of Materials.  Upon termination of the Employment Period, or
at any time  reasonably  requested  by the  Company,  Executive  shall  promptly
deliver to the Company all copies of  Confidential  Information  in  Executive's
possession  and control,  including  written  records,  manuals,  lab notebooks,
customer and supplier lists and all other materials  containing any Confidential
Information.   If  the  Company   requests,   Executive  shall  provide  written
confirmation  that  Executive  has returned all such  materials.  Subject to the
provisions  of this  Agreement,  including,  without  limitation,  Paragraph 11,
notwithstanding  anything in this Agreement to the contrary, upon termination of
the  Employment  Period,  the Company,  at Executive's  request,  shall promptly
return to Executive any  equipment or other  materials  owned by Executive  then
being used by or then in the possession of the Company.

         13. Non-Competition.  Executive acknowledges and agrees that during the
Employment  Period and for a period of five years  thereafter (the  "Non-compete
Period"),  Executive will not, without the prior written consent of the Company,
directly or indirectly,  provide products or services  substantially  similar to
the  Employment  Services to any  business or entity that  provides or offers or
demonstrably  plans to provide or offer,  products or services  that (i) are the
same as or  substantially  similar to the  products or services  provided by the
Company at any time during the Employment  Period,  (ii) relate to the Company's
Intellectual Property (whether the Company acquired such

                                        7

<PAGE>



Intellectual Property pursuant to this Agreement or otherwise),  or (iii) relate
to any  subject  matter  of the  Company's  actual or  demonstrably  anticipated
material  research  and  development  during the  Employment  Period,  including
without  limitation,   taxol,  taxanes  and  any  other  compounds,  within  any
geographical  area in which the  Company or any of its  subsidiaries  provide or
plan to provide such products or services.

         14. Non-Solicitation. Executive acknowledges and agrees that during the
Non-compete Period Executive will not (a) solicit,  induce or attempt to induce,
directly or  indirectly,  any employee of the Company to leave the employment of
the Company to work for Executive or for any other person,  firm or  corporation
or (b) hire any employee of the Company.

         15. Acknowledgment of Reasonableness. Executive acknowledges and agrees
that the  limitations  set forth in  Paragraphs  13 and 14 are  reasonable  with
respect to scope, duration and geographic area and are properly required for the
protection of the legitimate business interest of the Company.

         16. Further Assistance.  During the Non-compete Period,  Executive will
not make any disclosure or other  communication to any person,  issue any public
statements or otherwise cause to be disclosed any information which is designed,
intended or might reasonably be anticipated to discourage any persons from doing
business with the Company or otherwise have a negative  impact or adverse effect
on the Company,  except to the extent such disclosure is required by law. During
the Non-compete Period,  Executive will provide assistance  reasonably requested
by the  Company  in  connection  with  actions  taken by  Executive  during  the
Employment  Period,  including but not limited to assistance in connection  with
any lawsuits or other claims against the Company  arising from events during the
Employment  Period,  provided  that the Company shall  reimburse all  reasonable
expenses  (including  without  limitation,  reasonable loss of compensation from
other sources resulting from such assistance during normal business hours).

         17.      Certain Definitions.

                  "Affiliate"  means  a  person  that  directly,  or  indirectly
through one or more intermediaries,  controls,  or is controlled by, or is under
common control with, the person specified.

                  "Confidential  Information" means all information  (whether or
not specifically labeled or identified as confidential),  in any form or medium,
that is disclosed to, or developed or learned by Executive during the Employment
Period  and prior to the  Employment  Period  during the  period  Executive  was
employed  by or engaged in research or  development  activities  for or with the
Company or its  predecessors  and  affiliates  or that relates to the  business,
products,  services,  customers,  research or  development  of the Company,  its
Subsidiaries,  its  Affiliates,  or third  parties  with whom the  Company,  its
Subsidiaries  or its  Affiliates  does  business or from whom the Company or its
Affiliates receives information.  Confidential Information shall not include any
information that (i) has become publicly known through no wrongful act or breach
of any  obligation  of  confidentiality,  as  evidenced  by  written  records or
documents;  or (ii) was rightfully  received by Executive on a  non-confidential
basis  from a third  party  (provided  that  such  third  party is not  known to
Executive to be bound by a confidentiality agreement with the Company or another
party), as evidenced by written records or documents.

                                        8

<PAGE>



                  "Independent  Third  Party"  means  any  person,  including  a
"group" as defined in Section  13(d)(3) of the Securities  Exchange Act of 1934,
as amended, and the rules and regulations thereunder,  who, immediately prior to
the  contemplated  transaction,  does not own in excess  of 5% of the  Company's
Common Stock on a fully-diluted basis, who is not controlling,  controlled by or
under common  control with any such 5% owner of the  Company's  Common Stock and
who is not the spouse or descendent  (by birth or adoption) of any such 5% owner
of the Company's Common Stock.

                  "Intellectual  Property"  means any idea,  invention,  design,
development,  device, method or process (whether or not patentable or reduced to
practice or  including  Confidential  Information)  and all related  patents and
patent  applications,  any  copyrightable  work or  mask  work  (whether  or not
including   Confidential   Information)  and  all  related   registrations   and
applications for registration, and all other proprietary rights.

                  "Subsidiaries"  means any  corporation of which the securities
having a majority of the voting power in electing  directors are, at the time of
determination,   owned  by  the  Company,   directly  or  through  one  of  more
Subsidiaries.

     18. Executive Representations.  Executive hereby represents and warrants to
the Company that (a) the execution,  delivery and  performance of this Agreement
by Executive  does not and will not conflict  with,  breach,  violate or cause a
default under any contract, agreement,  instrument, order, judgment or decree to
which  Executive is a party or by which he is bound,  and (b) upon the execution
and delivery of this Agreement by the Company, this Agreement shall be the valid
and binding obligation of Executive, enforceable in accordance with its terms.

     19. Company Representations.  The Company hereby represents and warrants to
Executive that (a) the execution,  delivery and performance of this Agreement by
the Company  does not and will not  conflict  with,  breach,  violate or cause a
default under any contract, agreement,  instrument, order, judgment or decree to
which Company is a party or by which it is bound, and (b) upon the execution and
delivery of this Agreement by Executive,  this Agreement  shall be the valid and
binding obligation of the Company, enforceable in accordance with its terms.

     20. Severability and Modification. If any provision of this Agreement shall
be held or declared  to be  illegal,  invalid or  unenforceable,  such  illegal,
invalid or unenforceable  provision shall not affect any other provision of this
Agreement,  and the remainder of this Agreement shall continue in full force and
effect as though such provision had not been contained in this Agreement. If the
scope of any  provision  in this  Agreement  is found to be too  broad to permit
enforcement of such provision to its full extent, Executive consents to judicial
modification of such provision and  enforcement to the maximum extent  permitted
by law.

     21. Notices. Except as otherwise expressly set forth in this Agreement, all
notices,  requests and other communications to be given or delivered under or by
reason of the  provisions  of this  Agreement  shall be in writing  and shall be
given (and, except as otherwise  provided in this Agreement,  shall be deemed to
have  been  duly  given if so  given)  when  delivered  if given in person or by
telegram,  three days after being mailed by first class  registered or certified
mail,  return receipt  requested,  postage prepaid,  or one day after being sent
prepaid via reputable overnight courier to the

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parties at the following  addresses (or such other address as shall be furnished
in writing by like notice;  provided,  however, that notice of change of address
shall be effective only upon receipt):

Notices to Executive
         Sterling K. Ainsworth, Ph.D.
         c/o NaPro BioTherapeutics, Inc.
         6304 Spine Road, Unit A
         Boulder, Colorado  80301

Notices to Company
         NaPro BioTherapeutics,
         6304 Spine Road, Unit A
         Boulder, Colorado 80301

         Attn.:   Patricia A. Pilia, Ph.D.
                  Executive Vice President

         with a copy to:
         Holme Roberts & Owen
         1700 Lincoln, Suite 4100
         Denver, CO 80203

         Attn.:  Francis Wheeler

     22. Entire Agreement.  This Agreement contains the entire agreement between
the  parties  with  respect to the  subject  matter  hereof and  supersedes  any
previous  understandings or agreements,  whether written or oral, regarding such
subject matter, including but not limited to the Prior Agreement.

     23. Governing Law. All questions concerning the construction,  validity and
interpretations  of this Agreement will be governed by the internal law, and not
the law of conflicts, of the State of Colorado.

     24.  Survival.  Paragraphs  6, 9, 10,  11,  12, 13, 14 and 16 and any other
provision of this Agreement which by its terms could survive  termination of the
Employment  Period shall survive and continue in full force in  accordance  with
their terms notwithstanding any termination of the Employment Period.

     25. Counterparts.  This Agreement may be executed in separate counterparts,
each of which is  deemed  to be an  original  and all of  which  taken  together
constitute one and the same agreement.

     26. Successors and Assigns. This Agreement is intended to bind and inure to
the benefit of and be enforceable by Executive, the Company and their respective
successors and assigns;  provided that in no event shall Executive's obligations
under this  Agreement  be  delegated  or  transferred  by  Executive,  nor shall
Executive's rights be subject to encumbrance or to the claims of

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Executive's  creditors.  This  Agreement  is for the sole benefit of the parties
hereto and shall not create any rights in third parties  other than  Executive's
spouse or beneficiary as expressly set forth herein.

     27. Remedies.  Except as otherwise provided in this Agreement,  (i) each of
the parties to this  Agreement will be entitled to enforce its rights under this
Agreement  specifically,  to  recover  damages  by reason  of any  breach of any
provision of this  Agreement and to exercise all other rights to which it may be
entitled and (ii) disputes under this Agreement not finally  resolved in writing
by the parties  within  sixty days after one party gives notice in good faith to
the other party that a bona fide dispute  exists  shall be resolved  pursuant to
binding arbitration  conducted in Denver,  Colorado in accordance with the rules
of the  American  Arbitration  Association.  The  prevailing  party  in any such
arbitration  shall  be  entitled  to have  its  costs  and  expenses  (including
reasonable  attorney's fees and expenses)  relating to such  arbitration paid by
the other party if the  arbitrator(s)  conducting such arbitration so determine.
Notwithstanding  the  foregoing,  the parties agree and  acknowledge  that money
damages  may not be an  adequate  remedy  for breach of the  provisions  of this
Agreement  and that any party may in its sole  discretion  apply to any court of
law  or  equity  of  competent  jurisdiction  for  specific  performance  and/or
injunctive  relief  in  order  to  enforce  or  prevent  any  violations  of the
provisions of this Agreement. The prevailing party in any suit shall be entitled
to recover reasonable attorneys fees and costs from the other party.

     28.  Modifications  and  Waivers.  No provision  of this  Agreement  may be
modified,  altered or amended except by an instrument in writing executed by the
parties  hereto.  No waiver by either  party  hereto of any  breach by the other
party hereto of any term or provision of this  Agreement to be performed by such
other  party  shall  be  deemed a  waiver  of  similar  or  dissimilar  terms or
provisions at the time or at any prior or subsequent time.

     29. Headings.  The headings  contained herein are solely for the purpose of
reference,  are not part of this  Agreement  and shall not in any way affect the
meaning or interpretation of this Agreement.

     30. Notification of Subsequent Employer.  Executive agrees that the Company
may present a copy of this Agreement to any third party.

     31.  UNDERSTAND  AGREEMENT.  EXECUTIVE  REPRESENTS  AND  WARRANTS  THAT (a)
EXECUTIVE HAS READ AND UNDERSTOOD  EACH AND EVERY  PROVISION OF THIS  AGREEMENT,
(b)  EXECUTIVE  HAS HAD THE  OPPORTUNITY  TO OBTAIN ADVICE FROM LEGAL COUNSEL OF
EXECUTIVE'S  CHOICE,  OTHER THAN COUNSEL TO THE COMPANY (WHO IS NOT REPRESENTING
THE EXECUTIVE),  IN ORDER TO INTERPRET ANY AND ALL PROVISIONS OF THIS AGREEMENT,
(c) EXECUTIVE HAS HAD THE  OPPORTUNITY TO ASK THE COMPANY  QUESTIONS  ABOUT THIS
AGREEMENT  AND ANY OF SUCH  QUESTIONS  EXECUTIVE HAS ASKED HAVE BEEN ANSWERED TO
EXECUTIVE'S  SATISFACTION,  AND  (d)  EXECUTIVE  HAS  BEEN  GIVEN A COPY OF THIS
AGREEMENT.


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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on the day and year first above written.

                                EXECUTIVE

                                         /s/ Sterling K. Ainsworth
                                -----------------------------------
                                         Sterling K. Ainsworth


                                NAPRO BIOTHERAPEUTICS, INC.


                                By:______/s/ Gordon H. Link, Jr._____
                                         Gordon H. Link, Jr.
                                         Vice President, Finance and
                                         Chief Financial Officer


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