EXHIBIT 10.68 EMPLOYMENT AGREEMENT AMENDMENT WHEREAS, Incara Pharmaceuticals Corporation (the "Company") and David P. Ward (the "Employee") entered into an Employment Agreement dated November 16, 1998 (the "Agreement"); and WHEREAS, the Agreement...

                                                                   EXHIBIT 10.68


                        EMPLOYMENT AGREEMENT AMENDMENT

          WHEREAS, Incara Pharmaceuticals Corporation (the "Company") and Xxxxx
X. Xxxx (the "Employee") entered into an Employment Agreement dated November 16,
1998 (the "Agreement"); and

          WHEREAS, the Agreement provides for the renewal of the Agreement for
one year periods by mutual written agreement;

          WHEREAS, the Company and the Employee wish to amend the Agreement;

          NOW THEREFORE, effective as of May 1, 2001, the parties agree to
extend the term of the Agreement under the same terms and conditions for a one
year period through April 30, 2002. The remainder of the Agreement shall remain
in full force and effect.

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of May 1, 2001.


INCARA PHARMACEUTICALS CORPORATION


By:  /s/ Xxxxxxx X. Xxxxxx                            /s/ Xxxxx X. Xxxx
     --------------------------------------           -----------------
Name: Xxxxxxx X. Xxxxxx                               XXXXX X. XXXX
Title: Chairman and Chief Executive Officer