Exhibit 10.4

NAPRO BIOTHERAPEUTICS, INC.  1998 STOCK INCENTIVE PLAN  (formerly, the 1998 Stock Option Plan of NaPro BioTherapeutics, Inc.)  (Amended and Restated Effective January 1, 2001, and as further
amended effective  December 16, 2000, June 21, 2001, September 25, 2001, and October 15, 2002)

1.Introduction and Purpose.NaPro BioTherapeutics, Inc., a Delaware corporation (the "Company") previously adopted
the 1998 Stock Option Plan of NaPro BioTherapeutics, Inc., originally effective March 27, 1998 (the "Original Plan"). The Original Plan was amended and restated in its entirety,
generally effective as of January 1, 2001, and renamed the 1998 Stock Incentive Plan of NaPro BioTherapeutics, Inc. (the "Plan"). The purpose of the Plan is to advance the interests of
the Company and its stockholders by providing incentives to certain employees of the Company and to certain other individuals who perform services for the Company, including those who contribute
significantly to the strategic and long-term performance objectives and growth of the Company.

2.Administration.The Plan shall be administered solely by the Board of Directors (the "Board") of the Company or, if the
Board shall so designate, by a committee of the Board that shall be comprised of not fewer than two directors (the "Committee"); provided that the Committee may delegate the administration of the Plan
in whole or in part, on such terms and conditions, to such other person or persons as it may determine in its discretion. References to the Committee hereunder shall include the Board where
appropriate.

The
Committee has all the powers vested in it by the terms of the Plan set forth herein, such powers to include exclusive authority (except as may be delegated as permitted herein)
(i) to select the employees and other individuals to be granted Awards under the Plan, (ii) to determine the type, size and terms of the Award to be made to each individual selected,
subject to the limitations set forth in Paragraph 4(b), (iii) to modify the terms of any Award that has been granted, (iv) to determine the time when Awards will be granted,
(v) to establish performance objectives, (vi) to make any adjustments necessary or desirable as a result of the granting of Awards to eligible individuals located outside the United
States and (vii) to prescribe the form of the instruments embodying Awards made under the Plan. The Committee is authorized (A) to interpret the Plan and the Awards granted under the
Plan, (B) to establish, amend and rescind any rules and regulations relating to the Plan, and (C) to make any other
determinations which it deems necessary or desirable for the administration of the Plan. The Committee (or its delegate as permitted herein) may correct any defect or supply any omission or reconcile
any inconsistency in the Plan or in any Awards in the manner and to the extent the Committee deems necessary or desirable to carry it into effect. Any decision of the Committee (or its delegate as
permitted herein) in the interpretation and administration of the Plan, as described herein, shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties
concerned. The Committee may act only by a majority of its members in office, except that the members thereof may authorize any one or more of their members or any officer of the Company to execute
and deliver documents or to take any other ministerial action on behalf of the Committee with respect to Awards made or to be made to Plan participants. No member of the Committee and no officer of
the Company shall be liable for anything done or omitted to be done by him, by any other member of the Committee or by any officer of the Company in connection with the performance of duties under the
Plan, except for his own willful misconduct or as expressly provided by statute. Determinations to be made by the Committee under the Plan may be made by its delegates as permitted herein.

3.Eligibility.Consistent with the purposes of the Plan and subject to this Section 3, the Committee shall have
exclusive power (except as may be delegated as permitted herein) to select the employees and other individuals performing services for the Company and any of its subsidiaries who may participate in
the Plan and be granted Awards under the Plan. Awards under the Plan may not be granted to persons subject to the provisions of Section 16 of the Securities Exchange Act of 1934 (the


"34 Act") at the time of the grant, unless such Awards are made to officers of the Company not previously employed by the Company, as an inducement essential to such officers entering into employment
contracts with the Company. Eligible individuals may be selected individually or by groups or categories, as determined by the Committee in its discretion.

4.Awards under the Plan.



5.Stock Options.The Committee may grant or sell Stock Options either alone, or in conjunction with Stock Appreciation
Rights, Performance Grants or other Awards, either at the time of grant or by amendment thereafter, provided that an Incentive Stock Option may be granted only to an eligible employee of the Company
or any parent or subsidiary corporation. No Incentive Stock Option shall be granted under the Plan unless the Plan is approved by the Company's stockholders within twelve months after the date
of the Plan's adoption. Each Stock Option (referred to herein as an "Option") granted or sold under the Plan shall be evidenced by an instrument in such form as the Committee shall prescribe from time
to time in accordance with the Plan and shall comply with the following terms and conditions, and with such other terms and conditions, including, but not limited to, restrictions upon the Option or
the Common Shares issuable upon exercise thereof, as the Committee, in its discretion, shall establish:



6.Stock Appreciation Rights.The Committee may grant Stock Appreciation Rights either alone, or in conjunction with Stock
Options, Performance Grants or other Awards, either at the time of grant or by amendment thereafter. Each Award of Stock Appreciation Rights granted under the Plan shall be evidenced by an instrument
in such form as the Committee shall prescribe from time to time in accordance with the Plan and shall comply with the following terms and conditions, and with such other terms and conditions,
including, but not limited to, restrictions upon the Award of Stock Appreciation Rights or the Common Shares issuable upon exercise thereof, as the Committee, in its discretion, shall establish:



7.Restricted Stock.Each Award of Restricted Stock under the Plan shall be evidenced by an instrument in such form as the
Committee shall prescribe from time to time in accordance with the Plan and shall comply with the following terms and conditions, and with such other terms and conditions as the Committee, in its
discretion, shall establish:



8.Performance Grants.The Award of a Performance Grant ("Performance Grant") to a participant will entitle him to receive a
specified amount determined by the Committee (the "Actual Value"), if the terms and conditions specified herein and in the Award are satisfied. Each Award of a Performance Grant shall be subject to
the following terms and conditions, and to such other terms and conditions, including but not limited to, restrictions upon any cash, Common Shares, Other Company Securities or property, or other
forms of payment, or any combination thereof, issued in respect of the Performance Grant, as the Committee, in its discretion, shall establish, and shall be embodied in an instrument in such form and
substance as is determined by the Committee:



Such
determination by the Committee shall be made as promptly as practicable following the end of the Award Period or upon the earlier termination of employment or performance of
services, or at such other time or times as the Committee shall determine, and shall be made pursuant to criteria specified by the Committee.

Payment
of any amount in respect of the Performance Grants which the Committee determines to pay as provided above shall be made by the Company as promptly as practicable after the end
of the Award Period or at such other time or times as the Committee shall determine, and may be made in cash, Common Shares, Other Company Securities or property, or other forms of payment, or any
combination thereof or in such manner, as determined by the Committee in its discretion. Notwithstanding anything in this Paragraph 8 to the contrary, the Committee may, in its discretion,
determine and pay out the Actual Value of the Performance Grants at any time during the Award Period.

9.Deferral of Compensation.The Committee shall determine whether or not an Award shall be made in conjunction with deferral
of the participant's salary, bonus or other compensation, or any combination thereof, and whether or not such deferred amounts may be



10.Deferred Payment of Awards.The Committee may specify that the payment of all or any portion of cash, Common Shares,
Other Company Securities or property, or any other form of payment, or any combination thereof, under an Award shall be deferred until a later date. Deferrals shall be for such periods or until the
occurrence of such events, and upon such terms, as the Committee shall determine in its discretion. Deferred payments of Awards may be made by undertaking to make payment in the future based upon the
performance of certain investment equivalents (which may include, but need not be limited to, government securities, Common Shares, other securities, property or consideration, or any combination
thereof), together with such additional amounts of income equivalents (which may be compounded and may include, but need not be limited to, interest, dividends or other rates of return or any
combination thereof) as may accrue thereon until the date or dates of payment, such investment equivalents and such additional amounts of income equivalents to be determined by the Committee in its
discretion.

11.Amendment or Substitution of Awards under the Plan.The terms of any outstanding Award under the Plan may be amended from
time to time by the Committee in its discretion in any manner that it deems appropriate (including, but not limited to, acceleration of the date of exercise of any Award and/or payments thereunder);
provided that no such amendment shall adversely affect in a material manner any right of a participant under the Award without his written consent, unless the Committee determines in its discretion
that there have occurred or are about to occur significant changes in the participant's position, duties or responsibilities, or significant changes in economic, legislative, regulatory, tax,
accounting or cost/benefit conditions which are determined by the Committee in its discretion to have or to be expected to have a substantial effect on the performance of the Company, or any
subsidiary, affiliate, division or department thereof, on the Plan or on any Award under the Plan. The Committee may, in its discretion, permit holders of Awards under the Plan to surrender
outstanding Awards in order to exercise or realize rights under other Awards, or in exchange for the grant of new Awards, or require holders of Awards to surrender outstanding Awards as a condition
precedent to the grant of new Awards under the Plan.

12.Disability.For the purposes of this Plan, a participant shall be deemed to have terminated his employment or performance
of services for the Company and any of its subsidiaries by reason of disability, if the Committee shall determine that the physical or mental condition of the participant by reason of which such
employment or performance of services terminated was such at that time as would entitle him to payment of monthly disability benefits under any Company disability plan. If the participant is not
eligible for benefits under any disability plan of the Company, he shall be deemed to have terminated such employment or performance of services by reason of disability if the Committee shall
determine that his physical or mental condition would entitle him to benefits under any Company disability plan if he were eligible therefor.

13.Termination of a Participant.For all purposes under the Plan, the Committee shall determine whether a participant has
terminated employment with, or the performance of services for, the Company.

14.Dilution and Other Adjustments.In the event of any change in the outstanding Common Shares of the Company by reason of
any stock split, dividend, split-up, split-off, spin-off, recapitalization, merger, consolidation, rights offering, reorganization, combination or exchange of
shares, a sale by the Company of all of its assets, any distribution to stockholders other than a normal cash dividend, or other extraordinary or unusual event, if the Committee shall determine, in
its discretion, that such change equitably requires an adjustment in the terms of any Award or the number of Common Shares available for Awards, such adjustment may be made by the Committee and shall
be final, conclusive and binding for all purposes of the Plan. In the event of the proposed dissolution or liquidation of the Company, all outstanding Awards shall terminate immediately prior to the
consummation of such proposed action, unless otherwise provided by the Committee.

15.Change in Control Provisions.



16.Designation of Beneficiary by Participant.A participant may name a beneficiary to receive any payment to which he may be
entitled in respect of any Award under the Plan in the event of his death, on a written form to be provided by and filed with the Committee, and in a manner determined by the Committee in its
discretion. The Committee reserves the right to review and approve beneficiary designations. A participant may change his beneficiary from time to time in the same manner, unless such participant has
made an irrevocable designation. Any designation of beneficiary under the Plan (to the extent it is valid and enforceable under applicable law) shall be controlling over any other disposition,
testamentary or otherwise, as determined by the Committee in its discretion. If no designated beneficiary survives the participant and is living on the date on which any amount becomes payable to such
a participant's beneficiary, such payment will be made to the legal representatives of the participant's estate, and the term "beneficiary" as used in the Plan shall be deemed to include such person
or persons. If there are any questions as to the legal right of any beneficiary to receive a distribution under the Plan, the Committee in its discretion may determine that the amount in question be
paid to the legal representatives of the estate of the participant, in which event the Company, the Board and the Committee and the members thereof, will have no further liability to anyone with
respect to such amount.

17.Financial Assistance.If the Committee determines that such action is advisable, the Company may assist any person to
whom a Award has been granted in obtaining financing from the Company (or under any program of the Company approved pursuant to applicable law), or from a bank or other third party, on such terms as
are determined by the Committee, and in such amount as is required to accomplish the purposes of the Plan, including, but not limited to, to permit the exercise of an Award, the participation therein,
and/or the payment of any taxes in respect thereof. Such assistance may take any form that the Committee deems appropriate, including, but not limited to, a direct loan from the Company, a guarantee
of the obligation by the Company, or the maintenance by the Company of deposits with such bank or third party.

18.Miscellaneous Provisions.



19.Plan Amendment or Suspension.The Plan may be amended or suspended in whole or in part at any time from time to time by
the Board. No amendment of the Plan shall adversely affect in a material manner any right of any participant with respect to any Award theretofore granted without such participant's written consent,
except as permitted under Paragraph 11.

20.Plan Termination.This Plan shall terminate upon the adoption of a resolution of the Board terminating the Plan. No
termination of the Plan shall materially alter or impair any of the rights or obligations of any person, without his consent, under any Award theretofore granted under the Plan, except that subsequent
to termination of the Plan, the Committee may make amendments permitted under Paragraph 11.

IN
WITNESS WHEREOF, the Company has executed this Plan effective January 1, 2001.

|                |  | NAPRO BIOTHERAPEUTICS, INC.
|--------------- |  | ---------------------------
|Attest:         |  |                            
|/s/JOHN VAUGHAN |  | By:                        
|                |  | Title:                     



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