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  Patricia  A.  Pilia
("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 Executive  Vice  President
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 Chief Executive Officer (or person acting
in a similar  capacity  if the  Company  has no Chief  Executive  Officer),  and
Executive shall devote her best efforts and her full business time and attention
(except  for  permitted  vacation  periods) to the  business  and affairs of the
Company and its Subsidiaries;  provided,  however,  that upon prior agreement by
the  Chief  Executive  Officer,  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  her  duties  and
responsibilities to the best of her abilities


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in a diligent, trustworthy, businesslike and professional manner.

                  (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  $135,000  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 her in the
course of performing her 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

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<PAGE>



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.

         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

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<PAGE>



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.

                  (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) she is still employed by the Company
on the  first  calendar  anniversary  of the  Change  of  Control,  or (ii)  her
employment  with the Company is terminated  by the Company  without Cause or she
terminates  her  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 her 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 her 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 her 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.

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<PAGE>



     (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 her  consent,  to any duties
substantially inconsistent with her position, duties, responsibilities or status
with the Company as contemplated in Paragraph 1 of this Agreement; (ii) upon 120
days' prior written notice if such notice is given within 30 days after the date
Executive  ceases,  without  her  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 her 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 her 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
her  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.

     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

                                        5

<PAGE>



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"); (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 her  dependents  as  participants  in all medical,  dental and any
other health insurance and similar benefit plans of the Company in which she 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.

     (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.

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<PAGE>

         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 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

                                        7

<PAGE>



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.

                  "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

                                        8

<PAGE>



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 she 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  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):

                                        9

<PAGE>



Notices to Executive
         Patricia A. Pilia, 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.:   Gordon H. Link, Jr.
                  Vice President, Finance and
                  Chief Financial Officer

         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  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.

                                       10

<PAGE>



     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.


                                       11

<PAGE>


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

                               EXECUTIVE

                                        /s/ Patricia A. Pilia
                               -----------------------------------
                                        Patricia A. Pilia


                               NAPRO BIOTHERAPEUTICS, INC.


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


                                       12

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