Exhibit 10.2
                           NAPRO BIOTHERAPEUTICS, INC.
                    1994 LONG-TERM PERFORMANCE INCENTIVE PLAN
                (as amended and restated effective May 28, 1998)

         1. Introduction and Purpose. NaPro BioTherapeutics, Inc., a Delaware
corporation (the "Company") previously adopted the 1994 Long-Term Performance
Incentive Plan of NaPro BioTherapeutics, Inc. (the "Plan"). In accordance with
the provisions of Paragraph 20 of the Plan, the Plan is hereby amended and
restated in its entirety, effective as of May 28, 1998. 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 key
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. In the case of options granted to the Company's non-employee
directors, the Plan is intended to more closely align the interests of such
directors with the Company's stockholders.

         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 the two
directors (the "Committee"); provided that if at any time Rule 16b-3 or any
successor rule ("Rule 16b-3") under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and Section 162(m) of the Internal Revenue Code of
1986, as amended, or any successor statutory provision thereto (the "Code"), and
any implementing regulations (and any successor provisions thereof), so permit
without adversely affecting the ability of the Plan to comply with the
conditions for exemption from Section 16 of the Exchange Act (or any successor
provision) provided by Rule 16b-3 and the exemption from the limitations on the
deductibility of certain executive compensation provided by Section 162(m), 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 membership of the Committee or such successor committee
shall be constituted so as to comply at all times with the applicable
requirements of Rule 16b-3 and Section 162(m). No member of the Committee shall
have within one year prior to his appointment received awards under the Plan
("Awards") or under any other plan, program or arrangement of the Company or any
of its affiliates if such receipt would cause such member to cease to be a
"disinterested person" under Rule 16b-3; provided that if at any time Rule 16b-3
so permits without adversely affecting the ability of the Plan to comply with
the conditions for exemption from Section 16 of the Exchange Act (or any
successor provision) provided by Rule 16b-3, one or more members of the
Committee may cease to be a "disinterested person."

         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 key
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

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Awards to eligible individuals located outside the United States and (vii) to
prescribe the form of the instruments embodying Awards made under the Plan,
except as otherwise provided in Paragraph 9(a) with respect to automatic grants
of Stock Options to Eligible Directors. 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 Award 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, the Committee
shall have exclusive power (except as may be delegated as permitted herein) to
select the key employees and other key individuals performing services for the
Company and any of its subsidiaries who may participate in the Plan and be
granted Awards under the Plan. Eligible individuals may be selected individually
or by groups or categories, as determined by the Committee in its discretion. No
non-employee director of the Company shall be eligible to receive an Award under
the Plan, except pursuant to Paragraph 9.

         4. Awards under the Plan.

                  (a) Types of Awards. Awards under the Plan may include, but
         need not be limited to, one or more of the following types, either
         alone or in any combination thereof: (i) "Stock Options," (ii) "Stock
         Appreciation Rights," (iii) "Restricted Stock," (iv) "Performance
         Grants" and (v) any other type of Award deemed by the Committee in its
         discretion to be consistent with the purposes of the Plan (including,
         but not limited to, Awards of or options or similar rights granted with
         respect to unbundled stock units or components thereof, and Awards to
         be made to participants who are foreign nationals or are employed or
         performing services outside the United States). Stock Options, which
         include "Nonqualified Stock Options" (which may be awarded to
         participants or sold at a price determined by the Committee ("Purchased
         Options")) and "Incentive Stock Options" or combinations thereof, are
         rights to purchase common shares of the Company having a par value of
         $.0075 per share and stock of any other class into which such shares
         may

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         thereafter be changed (the "Common Shares"). Nonqualified Stock Options
         and Incentive Stock Options are subject to the terms, conditions and
         restrictions specified in Paragraph 5. Stock Appreciation Rights are
         rights to receive (without payment to the Company) cash, Common Shares,
         other Company securities (which may include, but need not be limited
         to, unbundled stock units or components thereof, debentures, preferred
         stock, warrants, securities convertible into Common Shares or other
         property ("Other Company Securities")) or property, or other forms of
         payment, or any combination thereof, as determined by the Committee,
         based on the increase in the value of the number of Common Shares
         specified in the Stock Appreciation Right. Stock Appreciation Rights
         are subject to the terms, conditions and restrictions specified in
         Paragraph 6. Shares of Restricted Stock are Common Shares which are
         issued subject to certain restrictions pursuant to Paragraph 7.
         Performance Grants are contingent awards subject to the terms,
         conditions and restrictions described in Paragraph 8, pursuant to which
         the participant may become entitled to receive cash, Common Shares,
         Other Company Securities or property, or other forms of payment, or any
         combination thereof, as determined by the Committee.

                  (b) Maximum Number of Shares that May be Issued. There may be
         issued under the Plan (as Restricted Stock, in payment 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 1,575,000 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.

                  (c) Rights with respect to Common Shares and Other Securities.

                           (i) Unless otherwise determined by the Committee in
         its discretion, a participant to whom an Award of Restricted Stock has
         been made (and any person succeeding to such a participant's rights
         pursuant to the Plan) shall have, after issuance of a certificate for
         the number of Common Shares awarded and prior to the expiration of the
         Restricted Period (as hereinafter defined), ownership of such Common
         Shares, including the right to vote the same and to receive dividends
         or other distributions made or paid with respect to such Common Shares
         (provided that such Common Shares, and any new, additional or different
         shares, or Other Company Securities or property, or other forms of

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         consideration which the participant may be entitled to receive with
         respect to such Common Shares as a result of a stock split, stock
         dividend or any other change in the corporation or capital structure of
         the Company, shall be subject to the restrictions hereinafter described
         as determined by the Committee in its discretion), subject, however, to
         the options, restrictions and limitations imposed thereon pursuant to
         the Plan. Notwithstanding the foregoing, a participant with whom an
         Award agreement is made to issue Common Shares in the future, shall
         have no rights as a stockholder with respect to Common Shares related
         to such agreement until issuance of a certificate to him.

                           (ii) Unless otherwise determined by the Committee in
         its discretion, a participant to whom a grant of Stock Options, Stock
         Appreciation Rights, Performance Grants or any other Award is made (and
         any person succeeding to such a participant's rights pursuant to the
         Plan) shall have no rights as a stockholder with respect to any Common
         Shares or as a holder with respect to other securities, if any,
         issuable pursuant to any such Award until the date of the issuance of a
         stock certificate to him for such Common Shares or other instrument of
         ownership, if any. Except as provided in Paragraph 15, no adjustment
         shall be made for dividends, distributions or other rights (whether
         ordinary or extraordinary, and whether in cash, securities, other
         property or other forms of consideration, or any combination thereof)
         for which the record date is prior to the date such stock certificate
         or other instrument of ownership, if any, is issued.

         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. 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:

                  (a) Subject to the provisions of Paragraph 9(a) with respect
         to automatic grants of Stock Options to Eligible Directors, the option
         price may be equal to or greater than the fair market value of the
         Common Shares subject to such Option at the time the Option is granted,
         as determined by the Committee, but in no event may such option price
         be less than the fair market value of the underlying Common Shares at
         the time the Option is granted; provided, however, that in the case of
         an Incentive Stock Option granted to an employee who owns stock
         representing more than ten percent of the voting power of all classes
         of stock of the Company or any parent or subsidiary (a "Ten Percent
         Employee"), such option price shall not be less than 110% of such fair
         market value at the time the Option is granted.


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                  (b) Subject to the per participant limitation set forth in
         Paragraph 4(b) and the provisions of Paragraph 9(a) with respect to
         automatic grants of Stock Options to Eligible Directors, the Committee
         shall determine the number of Common Shares to be subject to each
         Option. The number of Common Shares subject to an outstanding Option
         may be reduced on a share-for-share or other appropriate basis, as
         determined by the Committee, to the extent that Common Shares under
         such Option are used to calculate the cash, Common Shares, Other
         Company Securities or property, or other forms of payment, or any
         combination thereof, received pursuant to exercise of a Stock
         Appreciation Right attached to such Option, or to the extent that any
         other Award granted in conjunction with such Option is paid.

                  (c) The Option may not be sold, assigned, transferred,
         pledged, hypothecated or otherwise disposed of, except by will or the
         laws of descent and distribution, and shall be exercisable during the
         grantee's lifetime only by him. Unless the Committee determines
         otherwise, the Option shall not be exercisable for at least six months
         after the date of grant, unless the grantee ceases employment or
         performance of services before the expiration of such six-month period
         by reason of his disability as defined in Paragraph 13 or his death.

                  (d)      The Option shall not be exercisable:

                           (i) in the case of any Incentive Stock Option granted
         to a Ten Percent Employee, after the expiration of five years from the
         date it is granted, and, in the case of any other Option, after the
         expiration of ten years from the date it is granted. Subject to the
         provisions of Paragraph 9(a) with respect to automatic grants of Stock
         Options to Eligible Directors, any Option may be exercised during such
         period only at such time or times and in such installments as the
         Committee may establish;

                           (ii) unless payment in full is made for the shares
         being acquired thereunder at the time of exercise; such payment shall
         be made in such form (including, but not limited to, cash, Common
         Shares, or the surrender of another outstanding Award under the Plan,
         or any combination thereof) as the Committee may determine in its
         discretion; and

                           (iii) unless the person exercising the Option has
         been, at all times during the period beginning with the date of the
         grant of the Option and ending on the date of such exercise, employed
         by or otherwise performing services for the Company, or a corporation,
         or a parent or subsidiary of a corporation, substituting or assuming
         the Option in a transaction to which Section 424(a) of the Code is
         applicable, except that

                                    (A) if an employee of the Company or a
                  person performing services for the Company other than as a
                  director shall cease such employment or performance of
                  services (other than by a termination or removal for cause)
                  while

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                  holding an Option 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 Option has expired), may exercise the Option with
                  respect to any shares as to which he could have exercised the
                  Option 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 a non-employee director of the
                  Company shall resign or shall otherwise be removed (other than
                  a removal for cause) while holding an Option which has not
                  expired and has not been fully exercised, such non-employee
                  director, at any time within three years (or such period
                  determined by the Committee) after the date he ceased to be a
                  director (but in no event after the Option has expired), may
                  exercise the Option with respect to any shares as to which he
                  could have exercised the Option on the date he ceased to be a
                  director, or with respect to such greater number of shares as
                  determined by the Committee; or

                                    (C) 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 Option which has not expired and has
                  not been fully exercised, such person, at any time within
                  three years (or such period determined by the Committee) after
                  the date he ceased such employment or performance of services
                  (but in no event after the Option has expired), may exercise
                  the Option with respect to any shares as to which he could
                  have exercised the Option 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; in
                  the event that such a disabled person, within three years
                  following termination of employment, resumes his employment or
                  performance of services for the Company: (i) such person may
                  exercise such Option with respect to all shares underlying
                  such Option as originally granted; provided that, to the
                  extent that any of such shares were not exercisable at the
                  time of such person's termination of employment or performance
                  of services by reason of disability, such person may exercise
                  such Option with respect to such unexercisable shares only in
                  accordance with a revised vesting schedule as determined by
                  the Committee and (ii) the expiration date of such Option
                  shall be automatically extended by a period of time equal to
                  the period commencing on the date that such person's
                  employment or performance of services for the Company was
                  terminated by reason of disability and ending on the date such
                  person resumed employment or performance of services for the
                  Company; provided that, notwithstanding the foregoing, the

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                  expiration  date of any Incentive  Stock Option shall not in
                    any case be so extended; or

                                    (D) if any person to whom an Option has been
                  granted shall die holding an Option 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
                  Option has expired), exercise the Option with respect to any
                  shares as to which the decedent could have exercised the
                  Option at the time of his death, or with respect to such
                  greater number of shares as determined by the Committee.

                  (e) In the case of an Incentive Stock Option, the amount of
         the aggregate fair market value of Common Shares (determined at the
         time of grant of the Option pursuant to subparagraph 5(a) of the Plan)
         with respect to which incentive stock options are exercisable for the
         first time by an employee during any calendar year (under all such
         plans of his employer corporation and its parent and subsidiary
         corporations) shall not exceed $100,000.

                  (f) It is the intent of the Company that Nonqualified Stock
         Options granted under the Plan not be classified as Incentive Stock
         Options, that the Incentive Stock Options granted under the Plan be
         consistent with and contain or be deemed to contain all provisions
         required under Section 422 and the other appropriate provisions of the
         Code and any implementing regulations (and any successor provisions
         thereof), and that any ambiguities in construction shall be interpreted
         in order to effectuate such intent.

                  (g) A Purchased Option may contain such additional terms not
         inconsistent with this Plan, including but not limited to the
         circumstances under which the purchase price of such Purchased Option
         may be returned to the optionee, as the Committee may determine in its
         sole discretion.

         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:

                  (a) Subject to the per participant limitation set forth in
         Paragraph 4(b), the Committee shall determine the number of Common
         Shares to be subject to each Award of Stock Appreciation Rights. The
         number of Common Shares subject to an outstanding

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         Award of Stock Appreciation Rights may be reduced on a share-for-share
         or other appropriate basis, as determined by the Committee, to the
         extent that Common Shares under such Award of Stock Appreciation Rights
         are used to calculate the cash, Common Shares, Other Company Securities
         or property, or other forms of payment, or any combination thereof,
         received pursuant to exercise of an Option attached to such Award of
         Stock Appreciation Rights, or to the extent that any other Award
         granted in conjunction with such Award of Stock Appreciation Rights is
         paid.

                  (b) The Award of Stock Appreciation Rights may not be sold,
         assigned, transferred, pledged, hypothecated or otherwise disposed of,
         except by will or the laws of descent and distribution, and shall be
         exercisable during the grantee's lifetime only by him. Unless the
         Committee determines otherwise, the Award of Stock Appreciation Rights
         shall not be exercisable for at least six months after the date of
         grant, unless the grantee ceases employment or performance of services
         before the expiration of such six-month period by reason of his
         disability as defined in Paragraph 13 or his death.

                  (c) The Award of Stock Appreciation Rights shall not be
         exercisable:

                           (i) in the case of any Award of Stock Appreciation
         Rights which is attached to an Incentive Stock Option granted to a Ten
         Percent Employee, after the expiration of five years from the date it
         is granted, and, in the case of any other Award of Stock Appreciation
         Rights, after the expiration of ten years from the date it is granted.
         Any Award of Stock Appreciation Rights may be exercised during such
         period only at such time or times and in such installments as the
         Committee may establish;

                           (ii) unless the Option or other Award to which the
         Award of Stock Appreciation Rights is attached is at the time
         exercisable; and

                           (iii) unless the person exercising the Award of Stock
         Appreciation Rights has been, at all time 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 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 with respect
                  to any shares as to which he could have

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                  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 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.

                  (d) An Award of Stock Appreciation Rights shall entitle the
         holder (or any person entitled to act under the provisions of
         subparagraph 6(c)(iii)(B) hereof) to exercise such Award or to
         surrender unexercised the Option (or other Award) to which the Stock
         Appreciation Right is attached (or any portion of such Option or other
         Award) to the Company and to receive from the Company in exchange
         thereof, without payment to the Company, that number of Common Shares
         having an aggregate value equal to (or, in the discretion of the
         Committee, less than) the excess of the fair market value of one share,
         at the time of such exercise, over the exercise price (or Option Price,
         as the case may be), times the number of shares subject to the Award or
         the Option (or other Award), or portion thereof, which is so exercised
         or surrendered, as the case may be. The Committee shall be entitled in
         its discretion to elect to settle the obligation arising out of the
         exercise of a Stock Appreciation Right by the payment of cash or Other
         Company Securities or property, or other forms of payment, or any
         combination thereof, as determined by the Committee, equal to the
         aggregate value of the Common Shares it would otherwise be obligated to
         deliver. Any such election by the Committee shall be made as soon as
         practicable after the receipt by the Committee of written notice of the
         exercise of the Stock Appreciation Right. The value of a Common Share,
         Other Company Securities or property, or other forms of payment
         determined by the Committee for this purpose shall be the fair market
         value thereof on the last business day next preceding the date of the
         election to exercise the Stock Appreciation Right, unless the
         Committee, in its discretion, determines otherwise.

                  (e) A Stock Appreciation Right may provide that it shall be
         deemed to have been exercised at the close of business on the business
         day preceding the expiration date of the Stock Appreciation Right or of
         the related Option (or other Award), or such other date as specified by
         the Committee, if at such time such Stock Appreciation Right has a
         positive value. Such deemed exercise shall be settled or paid in the
         same manner as a regular exercise thereof as provided in subparagraph
         6(d) hereof.

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                  (f) No fractional shares may be delivered under this Paragraph
         6, but in lieu thereof a cash or other adjustment shall be made as
         determined by the Committee in its discretion.

         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:

                  (a) Subject to the per participant limitation set forth in
         Paragraph 4(b), the Committee shall determine the number of Common
         Shares to be issued to a participant pursuant to the Award, and the
         extent, if any, to which they shall be issued in exchange for cash,
         other consideration, or both.

                  (b) Restricted Stock awarded to a participant in accordance
         with the Award shall be subject to the following restrictions until the
         expiration of such period as the Committee shall determine, from the
         date on which the Award is granted (the "Restricted Period"): (i) a
         participant to whom an award of Restricted Stock is made shall be
         issued, but shall not be entitled to, the delivery of a stock
         certificate, (ii) the Restricted Stock shall not be transferable prior
         to the end of the Restricted Period, (iii) the Restricted Stock shall
         be forfeited and the stock certificate shall be returned to the Company
         and all rights of the holder of such Restricted Stock to such shares
         and as a shareholder shall terminate without further obligation on the
         part of the Company if the participant's continuous employment or
         performance of services for the Company shall terminate for any reason
         prior to the end of the Restricted Period, except as otherwise provided
         in subparagraph 7(c), and (iv) such other restrictions as determined by
         the Committee in its discretion.

                  (c) If a participant who has been in continuous employment or
         performance of services for the Company since the date on which a
         Restricted Stock Award was granted to him shall, while in such
         employment or performance of services, die, or terminate such
         employment or performance of services by reason of disability as
         defined in Paragraph 13 or by reason of 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) and any of such events shall occur after
         the date on which the Award was granted to him and prior to the end of
         the Restricted Period of such Award, the Committee may determine to
         cancel any and all restrictions on any or all of the Common Shares
         subject to such Award.

         8. Performance Grants. The Award of the 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

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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:

                  (a) Subject to the per participant limitation set forth in
         Paragraph 4(b), the Committee shall determine the value or range of
         values of a Performance Grant to be awarded to each participant
         selected for an Award and whether or not such a Performance Grant is
         granted in conjunction with an Award of Options, Stock Appreciation
         Rights, Restricted Stock or other Award, or any combination thereof,
         under the Plan (which may include, but need not be limited to, deferred
         Awards) concurrently or subsequently granted to the participant (the
         "Associated Award"). As determined by the Committee, the maximum value
         of each Performance Grant (the "Maximum Value") shall be: (i) an amount
         fixed by the Committee at the time the Award is made or amended
         thereafter, (ii) an amount which varies from time to time based in
         whole or in part on the then current value of the Common Shares, Other
         Company Securities or property, or other securities or property, or any
         combination thereof or (iii) an amount that is determinable from
         criteria specified by the Committee. Performance Grants may be issued
         in difference classes or series having different names, terms and
         conditions. In the case of a Performance Grant awarded in conjunction
         with an Associated Award, the Performance Grant may be reduced on an
         appropriate basis to the extent that the Associated Award has been
         exercised, paid to or otherwise received by the participant, as
         determined by the Committee.

                  (b) The award period ("Award Period") related to any
         Performance Grant shall be a period determined by the Committee. At the
         time each Award is made, the Committee shall establish performance
         objectives to be attained within the Award Period as the means of
         determining the Actual Value of such a Performance Grant. The
         performance objectives shall be based on such measure or measures of
         performance, which may include, but need not be limited to, the
         performance of the participant, the Company, one or more of its
         subsidiaries or one or more of their divisions or units, or any
         combination of the foregoing, as the Committee shall determine, and may
         be applied on an absolute basis or be relative to industry or other
         indices, or any combination thereof. The Actual Value of a Performance
         Grant shall be equal to its Maximum Value only if the performance
         objectives are attained in full, but the Committee shall specify the
         manner in which the Actual Value of Performance Grants shall be
         determined if the performance objectives are met in part. Such
         performance measures, the Actual Value or the Maximum Value, or any
         combination thereof, may be adjusted in any manner by the Committee in
         its discretion at any time and from time to time during or as soon as
         practicable after the Award Period, if it determines that such
         performance measures, the Actual Value or the Maximum Value, or any
         combination thereof, are not appropriate under the circumstances.

                                                        11

<PAGE>



                  (c) The rights of a participant in Performance Grants awarded
         to him shall be provisional and may be canceled or paid in whole or in
         part, all as determined by the Committee, if the participant's
         continuous employment or performance of services for the Company shall
         terminate for any reason prior to the end of the Award Period.

                  (d) The Committee shall determine whether the conditions of
         subparagraph 8(b) or 8(c) hereof have been met and, if so, shall
         ascertain the Actual Value of the Performance Grants. If the
         Performance Grants have no Actual Value, the Award and such Performance
         Grants shall be deemed to have been canceled and the Associated Award,
         if any, may be canceled or permitted to continue in effect in
         accordance with its terms. If the Performance Grants have any Actual
         Value and:

                           (i) were not awarded in conjunction with an
                  Associated Award, the Committee shall cause an amount equal to
                  the Actual Value of the Performance Grants earned by the
                  participant to be paid to him or his beneficiary as provided
                  below; or

                           (ii) were awarded in conjunction with an Associated
                  Award, the Committee shall determine, in accordance with
                  criteria specified by the Committee (A) to cancel the
                  Performance Grants, in which event no amount in respect
                  thereof shall be paid to the participant or his beneficiary,
                  and the Associated Award may be permitted to continue in
                  effect in accordance with its terms, (B) to pay the Actual
                  Value of the Performance Grants to the participant or his
                  beneficiary as provided below, in which event the Associated
                  Award may be canceled or (C) to pay to the participant or his
                  beneficiary as provided below, the Actual Value of only a
                  portion of the Performance Grants, in which event all or a
                  portion of the Associated Award may be permitted to continue
                  in effect in accordance with its terms or be canceled, as
                  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.


                                                        12

<PAGE>



         9.Automatic and Discretionary Stock Options for Non-Employee Directors.

         (a) Automatic Stock Options. Nonqualified Stock Options covering 10,000
Common Shares shall be automatically granted to each person who is not an
employee of the Company or any of its subsidiaries and who (i) is elected or
reelected as a director of the Company at an annual meeting of the Company's
stockholders, (ii) continues service as a director of the Company after an
annual meeting of the Company's stockholders at which the director is not
subject to reelection, or (iii) is appointed as a director of the Company in
accordance with its Bylaws following an annual meeting (each, an "Eligible
Director"), on the next business day following each such annual meeting or
appointment.

         In addition, Nonqualified Stock Options covering 10,000 Common Shares
shall be automatically granted to each Eligible Director who is appointed or
reappointed as the chairman of the Audit, Compensation or Strategic Planning
Committee of the Board of Directors or any additional permanent committees of
the Board of Directors, on the next business day following each such appointment
or reappointment, as the case may be.

         Each Nonqualified Stock Option automatically granted to an Eligible
Director pursuant to this Paragraph 9(a) shall (i) have an option price equal to
the fair market value of the Common Shares on the date of grant, (ii) become
exercisable in full on the first anniversary following the date of grant;
provided, however, that a Nonqualified Stock Option granted to an Eligible
Director who is appointed to the Board will become exercisable in full on the
next business day following the later of (A) the Company's annual meeting of
stockholders next following the grant date or (B) six months following the date
of grant and (iii) have a term of ten years from the date of grant. As used
herein, the term "subsidiary" means any corporation more than 50% of whose
voting stock is owned, directly or indirectly, by the Company.

         (b) Discretionary Stock Options. In addition to the automatic grant of
Nonqualified Stock Options to Eligible Directors set forth in Paragraph 9(a),
the Committee shall have the authority to grant Eligible Directors Nonqualified
Stock Options at such times and on such terms as it may determine in its sole
discretion, subject however, to the per participant limitation set forth in
Paragraph 4(b) and the applicable provisions of Paragraph 5.

         10. 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

                           (i) forfeited to the Company or to other participants
                  or any combination thereof, under certain circumstances (which
                  may include, but need not be limited to, certain types of
                  termination of employment or performance of services for the
                  Company),


                                                        13

<PAGE>



                           (ii) subject to increase or decrease in value based
                  upon the attainment of or failure to attain, respectively,
                  certain performance measures and/or

                           (iii) credited with income equivalents (which may
                  include, but need not be limited to, interest, dividends or
                  other rates of return) until the date or dates of payment of
                  the Award, if any.

         11. 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.

         12. 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. This Paragraph 12 shall not apply to
automatic grants of Nonqualified Stock Options to Eligible Directors pursuant to
Paragraph 9(a).

         13. 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

                                                        14

<PAGE>



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.

         14. 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.

         15. 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.

         16.      Change in Control Provisions.

                  (a) Impact of Event. In the event of a "Change in Control" as
         defined in Paragraph 16(b) hereof the following acceleration and
         valuation provisions shall apply:

                           (i) Any Stock Appreciation Rights and any Stock
                  Options awarded under the Plan not previously exercisable
                  shall become fully exercisable.

                           (ii) The restrictions and deferral limitations
                  applicable to any Restricted Stock and other Awards payable in
                  the form of Common Shares, shall lapse and such shares and
                  awards shall be deemed fully vested.

                           (iii) Any outstanding Performance Grants shall be
                  vested and paid out based on the prorated target results for
                  the Award Periods in question, unless the Committee provides
                  prior to any Change in Control for a different payment.

                           (iv) The value of all outstanding Stock Options,
                  Stock Appreciation Rights, Restricted Stock, Performance
                  Grants and any other type of Award payable in the form of
                  Common Shares, in each case to the extent vested, shall,
                  unless otherwise determined by the Committee in its sole
                  discretion at or after grant but prior to any Change in
                  Control, be cashed out on the basis of the "Change in Control
                  Price" as defined in Paragraph 16(c) hereof as of the date
                  such

                                                        15

<PAGE>



                  Change in Control is determined to have occurred or such other
                  date as the Committee may determine prior to the Change of
                  Control.

                  (b) Definition of "Change in Control". For purposes of
         Paragraph 16(a), a "Change in Control" means the happening of any of
         the following:

                           (i) When any "person" as defined in Section 3(a)(9)
                  of the Exchange Act and as used in Sections 13(d) and 14(d)
                  thereof, including a "group" as defined in Section 13(d) of
                  the Exchange Act but excluding the Company and any subsidiary
                  and any employee benefit plan sponsored or maintained by the
                  Company or any subsidiary (including any trustee of such plan
                  acting as trustee), directly or indirectly, becomes the
                  "beneficial owner" (as defined in Rule 13d-3 under the
                  Exchange Act, as amended from time to time), of securities of
                  the Company representing twenty-five percent or more of the
                  combined voting power of the Company's then outstanding
                  securities;

                           (ii) When, during any period of 12 consecutive months
                  during the existence of the Plan, the individuals who, at the
                  beginning of such period, constitute the Board (the "Incumbent
                  Directors") cease for any reason other than death to
                  constitute at least a majority thereof, provided, however,
                  that a director who was not a director at the beginning of
                  such 12-month period shall be deemed to have satisfied such
                  12-month requirement (and be an Incumbent Director) if such
                  director was elected by, or on the recommendation of or with
                  the approval of, at least two-thirds of the directors who then
                  qualified as Incumbent Directors either actually (because they
                  were directors at the beginning of such 12-month period) or by
                  prior operation of this Paragraph 16(b)(ii); or

                           (iii) The approval by the stockholders of the Company
                  of a transaction involving the acquisition of the Company by
                  an entity other than the Company or any subsidiary through
                  purchase of assets, by merger, or otherwise.

                  (c) Change in Control Price. For purposes of this Paragraph
         16, "Change in Control Price" means the highest price per share paid in
         any transaction reported on any national securities exchange on which
         the Company's Common Shares are listed, or paid or offered in any bona
         fide transaction related to a Change in Control of the Company at any
         time during the sixty-day period immediately preceding the occurrence
         of the Change in Control, in each case as determined by the Committee
         except that, in the case of Incentive Stock Options and Stock
         Appreciation Rights relating to Incentive Stock Options, such price
         shall be based only on transactions reported for the date on which the
         optionee exercises such Stock Appreciation Rights or, where applicable,
         the date on which a cashout occurs under Paragraph 16(a)(iv).


                                                        16

<PAGE>



         17. 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.

         18. Financial Assistance. If the Committee determines that such action
is advisable, the Company may assist any person to whom an 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.

         19.      Miscellaneous Provisions.

                  (a) No employee or other person shall have any claim or right
         to be granted an Award under the Plan. Determinations made by the
         Committee under the Plan need not be uniform and may be made
         selectively among eligible individuals under the Plan, whether or not
         such eligible individuals are similarly situated. Neither the Plan nor
         any action taken hereunder shall be construed as giving any employee or
         other person any right to continue to be employed by or perform
         services for the Company, and the right to terminate the employment of
         or performance of services by any participants at any time and for any
         reason is specifically reserved.

                  (b) No participant or other person shall have any right with
         respect to the Plan, the Common Shares reserved for issuance under the
         Plan or in any Award, contingent or otherwise, until written evidence
         of the Award shall have been delivered to the recipient

                                                        17

<PAGE>



         and all the terms, conditions and provisions of the Plan and the Award
         applicable to such recipient (and each person claiming under or through
         him) have been met.

                  (c) Except as may be approved by the Committee where such
         approval does not adversely affect compliance of the Plan with Rule
         16b-3 under the Exchange Act, a participant's rights and interest under
         the Plan may not be assigned or transferred, hypothecated or encumbered
         in whole or in part either directly or by operation of law or otherwise
         (except in the event of a participant's death) including, but not by
         way of limitation, execution, levy, garnishment, attachment, pledge,
         bankruptcy or in any other manner; provided, however, that any Option
         or similar right (including, but not limited to, a Stock Appreciation
         Right) offered pursuant to the Plan shall not be transferable other
         than by will or the laws of descent and distribution and shall be
         exercisable during the participant's lifetime only by him.

                  (d) No Common Shares, Other Company Securities or property,
         other securities or property, or other forms of payment shall be issued
         hereunder with respect to any Award unless counsel for the Company
         shall be satisfied that such issuance will be in compliance with
         applicable federal, state, local and foreign legal, securities exchange
         and other applicable requirements.

                  (e) It is the intent of the Company that the Plan comply in
         all respects with Rule 16b-3 under the Exchange Act and Section 162(m)
         of the Code, that any ambiguities or inconsistencies in construction of
         the Plan be interpreted to give effect to such intention and that if
         any provision of the Plan is found not to be in compliance with Rule
         16b-3 or Section 162(m), such provision shall be deemed null and void
         to the extent required to permit the Plan to comply with Rule 16b-3 or
         Section 162(m), as the case may be.

                  (f) The Company shall have the right to deduct from any
         payment made under the Plan any federal, state, local or foreign income
         or other taxes required by law to be withheld with respect to such
         payment. It shall be a condition to the obligation of the Company to
         issue Common Shares, Other Company Securities or property, other
         securities or property, or other forms of payment, or any combination
         thereof, upon exercise, settlement or payment of any Award under the
         Plan, that the participant (or any beneficiary or person entitled to
         act) pay to the Company, upon its demand, such amount as may be
         required by the Company for the purpose of satisfying any liability to
         withhold federal, state, local or foreign income or other taxes. If the
         amount requested is not paid, the Company may refuse to issue Common
         Shares, Other Company Securities or property, other securities or
         property, or other forms of payment, or any combination thereof.
         Notwithstanding anything in the Plan to the contrary, the Committee
         may, in its discretion, permit an eligible participant (or any
         beneficiary or person entitled to act) to elect to pay a portion or all
         of the amount requested by the Company for such taxes with respect to
         such Award, at such time and in such manner as the Committee shall deem
         to be appropriate (including, but not limited to, by authorizing the
         Company to withhold, or agreeing to

                                                        18

<PAGE>



         surrender to the Company on or about the date such tax liability is
         determinable, Common Shares, Other Company Securities or property,
         other securities or property, or other forms of payment, or any
         combination thereof, owned by such person or a portion of such forms of
         payment that would otherwise be distributed, or have been distributed,
         as the case may be, pursuant to such Award to such person, having a
         fair market value equal to the amount of such taxes).

                  (g) The expense of the Plan shall be borne by the Company.

                  (h) The Plan shall be unfunded. The Company shall not be
         required to establish any special or separate fund or to make any other
         segregation of assets to assure the payment of any Award under the
         Plan, and rights to the payment of Awards shall be no greater than the
         rights of the Company's general creditors.

                  (i) By accepting any Award or other benefit under the Plan,
         each participant and each person claiming under or through him shall be
         conclusively deemed to have indicated his acceptance and ratification
         of, and consent to, any action taken under the Plan by the Company, the
         Board or the Committee or its delegates.

                  (j) Fair market value in relation to Common Shares, Other
         Company Securities or property, other securities or property or other
         forms of payment of Awards under the Plan, or any combination thereof,
         as of any specific time shall mean such value as determined by the
         Committee in accordance with applicable law.

                  (k) The masculine pronoun includes the feminine and the
         singular includes the plural wherever appropriate.

                  (l) The appropriate officers of the Company shall cause to be
         filed any reports, returns or other information regarding Awards
         hereunder of any Common Shares issued pursuant hereto as may be
         required by Section 13 or 15(d) of the Exchange Act (or any successor
         provision) or any other applicable statute, rule or regulation.

                  (m) The validity, construction, interpretation, administration
         and effect of the Plan, and of its rules and regulations, and rights
         relating to the Plan and to Awards granted under the Plan, shall be
         governed by the substantive laws, but not the choice of law rules, of
         the State of Delaware.

         20. 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, but no amendment
shall be effective unless and until the same is approved by stockholders of the
Company where the failure to obtain such approval would adversely affect the
compliance of the Plan with Rule 16b-3 under the Exchange Act and with other
applicable law. No amendment of the Plan shall adversely affect in

                                                        19

<PAGE>


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 12.

         21. Plan Termination. This Plan shall terminate upon the earlier of the
following dates or events to occur:

          (a)  upon the adoption of a resolution  of the Board  terminating  the
               Plan; or

          (b)  ten  years  from  the date the  Plan is  initially  approved  and
               adopted by the  stockholders of the Company;  provided,  however,
               that the Board  may,  prior to the  expiration  of such  ten-year
               period,  extend the term of the Plan for an additional  period of
               up to five  years for the grant of Awards  other  than  Incentive
               Stock Options.  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 12.

         IN WITNESS WHEREOF, the Company has executed this Plan this 28th day
of May, 1998.


                                         NAPRO BIOTHERAPEUTICS, INC.
Attest:

/s/David Cripe
----------------
David Cripe                               By: /s/Patricia A. Pilia
                                          Title: Executive Vice President

                                            





                                                        20