Exhibit 10.4

                                Amendment to the
                  1994 Long-Term Performance Incentive Plan of
                           NaPro BioTherapeutics, Inc.

1. Plan Sponsor:  NaPro BioTherapeutics, Inc.

3. Amendment of Plan:  The following Amendment to the 1994 Long-Term
Performance Incentive Plan of NaPro BioTherapeutics, Inc. (the "Plan") is
adopted, effective as provided in Paragraph 3:

A. Section 4(b) of the Plan regarding the maximum number of shares that may be
issued under the Plan shall be amended by deleting the existing Section 4(b) in
its entirety and replacing it with the following:

         (b) Maximum Number of Shares that May be Issued. There may be issued
under the Plan (as Restricted Stock, in payments of Performance Grants, pursuant
to the exercise of Stock Options or Stock Appreciation Rights, or in payment of
or pursuant to the exercise of such other Awards as the Committee, in its
discretion, may determine) an aggregate of not more than 3,875,000 Common
Shares, subject to adjustment as provided in Paragraph 15. The maximum number of
underlying Common Shares which any participant may be granted under Stock
Options, Stock Appreciation Rights, Restricted Stock, Performance Grants or any
other Award in any one taxable year of the Company shall not exceed 200,000
Common Shares. Common Shares issued pursuant to the Plan may be either
authorized but unissued shares, treasury shares, reacquired shares, or any
combination thereof. If any Common Shares issued as Restricted Stock or
otherwise subject to repurchase or forfeiture rights are reacquired by the
Company pursuant to such rights, or if any Award is canceled, terminates or
expires unexercised, any Common Shares that would otherwise have been issuable
pursuant thereto will be available for issuance under new Awards.

B. Section 6(c)(iii) of the Plan regarding limitations on the exercise of Awards
of Stock Appreciation Rights shall be amended by deleting the existing Section
6(c)(iii) in its entirety and replacing it with the following:

                  (iii) unless the person exercising the Award of Stock
Appreciation Rights has been, at all times during the period beginning with the
date of the grant thereof and ending on the date of such exercise, employed by
or otherwise performing services for the Company, except that

                           (A) if an employee of the Company or a person
         performing services for the Company shall cease such employment or
         performance of services (other than by a termination or removal for
         cause) while holding an Award of Stock Appreciation Rights which has
         not expired and has not been fully exercised, such person, at any time
         within 90 days (or such period determined by the Committee) after the
         date he ceased such employment or performance of services (but in no
         event after the Award of Stock Appreciation Rights has expired), may
         exercise the Award of Stock Appreciation Rights with respect to any
         shares as to which he could have exercised the Award of Stock
         Appreciation Rights on the date he ceased such employment or
         performance of services, or with respect to such greater number of
         shares as determined by the Committee; or

                           (B) if such person shall cease such employment or
         performance of services by reason of his disability as defined in
         Paragraph 13 or early, normal or deferred retirement under an approved
         retirement program of the Company (or such other plan or arrangement as
         may be approved by the Committee, in its discretion, for this purpose)
         while holding an Award of Stock Appreciation Rights which has not
         expired and has not been fully exercised, such person may, at any time
         within three years (or such other period determined by the Committee)
         after the date he ceased such employment or performance of service (but
         in no event after the Award of Stock Appreciation Rights has expired),
         exercise the Award of Stock Appreciation Rights on the date he ceased
         such employment or performance of services, or with respect to such
         greater number of shares as determined by the Committee; or

                           (C) if any person to whom an Award of Stock
         Appreciation Rights has been granted shall die holding an Award of
         Stock Appreciation Rights which has not expired and has not been fully
         exercised, his executors, administrators, heirs or distributees, as the
         case may be, may at any time within one year (or such other period
         determined by the Committee) after the date of death (but in no event
         after the Award of Stock Appreciation Rights has expired), exercise the
         Award of Stock Appreciation Rights with respect to any shares as to
         which the decedent could have exercised the Award of Stock Appreciation
         Rights at the time of his death, or with respect to such greater number
         of shares as determined by the Committee.

C.       The Plan shall be amended by substituting 6(c)(iii)(C) in lieu of
6(c)(iii)(B) in each  place 6(c)(iii)(B) appears.

3.       Effective Date.  The amendments set forth in A shall be effective
September 13, 2000.  The amendments set forth in B and C shall be effective
January 1, 2001.

4.       Terms and Conditions of Plan.  Except for the above amendments, all
terms and conditions of the Plan are unamended and shall remain in full force
and effect.

5.       Execution.  The Plan sponsor has executed this Amendment as of the 11th
day of December, 2000.


                                          NAPRO BIOTHERAPEUTICS, INC
                                          Plan Sponsor

                                          By:   Gordon Link

                                          Title: VP, Chief Financial Officer