EXHIBIT
10.22  ALLOS THERAPEUTICS, INC.
AMENDED AND RESTATED EMPLOYMENT AGREEMENT  JAMES V. CARUSO  THIS
AMENDED AND RESTATED EMPLOYMENT AGREEMENT(the Agreement) is
entered into effective as of December 13, 2007, by and between ALLOS THERAPEUTICS, INC.,(the Company),
and JAMES V. CARUSO(Executive)
(collectively, the Parties).  WHEREAS,the Company
wishes to continue to employ Executive and to assure itself of the continued
services of Executive on the terms set forth herein;  WHEREAS,Executive
wishes to be so employed under the terms set forth herein;  WHEREAS,Executive and the Company are parties to
the Employment Agreement (the Original Agreement)
dated June 5, 2006 (the Effective Date);  WHEREAS,the Company and Executive desire to amend
and restate the Original Agreement to, among other things, (i) reflect
certain changes such that the Executive will not be subject to adverse tax
consequences under Section 409A of the Code (as defined below) and (ii) implement
certain changes recommended by the Companys outside compensation consultant
regarding Executives change in control severance benefits; and  WHEREAS,the Company and Executive intend that
this Agreement shall supersede and replace the Original Agreement.  NOW,
THEREFORE,in
consideration of the promises, mutual covenants, the above recitals, and the
agreements herein set forth, and for other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the Parties agree to the following
terms and conditions of Executives employment:  1.             EMPLOYMENT.The Company hereby agrees to employ Executive as Executive
Vice President, Chief Commercial Officer and Executive hereby accepts such employment upon the terms and
conditions set forth herein as of the date first written above. Executive
commenced employment with the Company on June 5, 2006 (Start Date).  2.             AT-WILL EMPLOYMENT.  It is understood and
agreed by the Company and Executive that this Agreement does not contain any
promise or representation concerning the duration of Executives employment
with the Company. Executive specifically acknowledges that his employment with
the Company is at-will and may be altered or terminated by either Executive or
the Company at any time, with or without cause and/or with or without
notice.  The nature, terms or conditions
of Executives employment with the Company cannot be changed by any oral
representation, custom, habit or practice, or any other writing.  In addition, that the rate of salary, any
bonuses, paid time off, other compensation, or vesting schedules are stated in
units of years or months does not alter the at-will nature of the employment,
and does not mean and should not be interpreted to mean that Executive is
guaranteed employment to the end of any period of time or for any period of
time. In the event of conflict between this disclaimer
and any other statement, oral or written, present or future,


concerning
terms and conditions of employment, the at-will relationship confirmed by this
disclaimer shall control.  This at-will
status cannot be altered except in writing signed by Executive and the Chairman
of the Board of Directors.  3.             DUTIES.Executive shall render full-time services to the Company as the
Executive Vice President, Chief Commercial Officer of the Company (together
with such other position or positions consistent with Executives title as the
Board shall specify from time to time) and shall have such duties typically
associated with such title.  Subject to
the foregoing, Executive also agrees to serve as an officer and/or director of
the Company or any parent or subsidiary of the Company, as specified by the
Board, in each case without additional compensation.  Employee shall report directly and
exclusively to the Chief Executive Officer of the Company.  Subject to the terms and conditions set forth
in this Agreement, Executive shall devote his full business time, attention,
and efforts to the performance of his duties under this Agreement and shall not
engage in any other business or occupation during his employment with the
Company pursuant to this Agreement, including, without limitation, any activity
that (a) conflicts with the interests of the Company or its subsidiaries, (b) interferes
with the proper and efficient performance of his duties for the Company, or (c) interferes
with the exercise of his judgment in the Companys best interests.  Notwithstanding the foregoing, nothing herein
shall preclude Executive from (i) serving, with the prior written consent
of the Board, as a member of the board of directors or advisory boards (or
their equivalents in the case of a non-corporate entity) of non-competing
businesses and charitable organizations, (ii) engaging in charitable
activities and community affairs, and (iii) subject to the terms and conditions
set forth in the Confidentiality Agreement (as defined below), managing his
personal investments and affairs; provided, however, that the activities set
out in clauses (i), (ii) and (iii) shall be limited by Executive so
as not to materially interfere, individually or in the aggregate, with the
performance of his duties and responsibilities hereunder.  4.             POLICIES AND PROCEDURES.Executive agrees that he is subject to and will comply with the policies
and procedures of the Company, as such policies and procedures may be modified,
added to or eliminated from time to time at the sole discretion of the Company,
except to the extent any such policy or procedure specifically conflicts with
the express terms of this Agreement. 
Executive further agrees and acknowledges that any written or oral
policies and procedures of the Company do not constitute contracts between the
Company and Executive.  5.             COMPENSATION.For all services rendered and to be rendered
hereunder, the Company agrees to pay to the Executive, and the Executive agrees
to accept a base salary of $379,600 per annum (Base Salary).
Any such salary shall be payable in equal biweekly installments and shall be
subject to such deductions or withholdings as the Company is required to make
pursuant to law, or by further agreement with the Executive.  Executives salary shall be subject to annual
review and adjustment by the Compensation Committee of the Board of Directors.  6.             ANNUAL BONUS.Executive will be eligible to participate in the
Companys Corporate Bonus Plan, pursuant to which Executive will be eligible
for an annual bonus award to be determined in accordance with the terms of the
plan (Annual  Bonus).  For 2007,
Executives target bonus award under the Corporate Bonus Plan shall equal 35%
of Executives actual base salary earned in 2007, weighted 60% to the
achievement of the Companys corporate objectives and 40% to the achievement of
individual objectives determined by the Compensation  2


Committee of the Companys
Board of Directors, in consultation with the Chief Executive Officer.  A copy of the Corporate Bonus Plan has been
provided to Executive.  7.             Intentionally
omitted.  8.             Intentionally
omitted.  9.             Intentionally
omitted.  10.          OTHER
BENEFITS.While employed by the Company as provided
herein:  (a)           Executive and Employee Benefits.The Executive shall be entitled to all benefits to which other executive
officers of the Company are entitled, on terms comparable thereto, including,
without limitation, participation in the 401(k) plan, group insurance
policies and plans, medical, health, vision, and disability insurance policies
and plans, and the like, which may be maintained by the Company for the benefit
of its executives. The Company reserves the right to alter and amend the
benefits received by Executive from time to time at the Companys discretion.  (b)           Out-of-Pocket
Expense Reimbursement.The Executive shall receive,
against presentation of proper receipts and vouchers, reimbursement for direct
and reasonable out-of-pocket expenses incurred by him in connection with the
performance of his duties hereunder, according to the policies of the Company.  (c)           Personal Time Off.The Executive shall be entitled to the same number of holidays and sick
days as are generally allowed to executive officers of the Company and to the
maximum amount of vacation allowed to executive officers of the Company, in
accordance with Company policies in effect from time to time.  11.          PROPRIETARY AND OTHER OBLIGATIONS.Executive has signed and agrees to comply with the Companys standard
form of Employee Confidentiality and Inventions Assignment Agreement (Confidentiality Agreement) as a condition
of his continued employment by the Company. 
Executive further agrees that all Company-related business procured by
the Executive, and all Company-related business opportunities and plans made
known to Executive while employed by the Company, are and shall remain the
permanent and exclusive property of the Company.  12.          TERMINATION.Executive and the Company each acknowledge that either party has the
right to terminate Executives employment with the Company at any time for any
reason whatsoever, with or without cause or advance notice pursuant to the
following:  (a)           Termination by Death or Disability.Subject to applicable state or federal law, in the event Executive shall
die during the period of his employment hereunder or become permanently
disabled, as evidenced by notice to the Company and Executives inability to
carry out his job responsibilities for a continuous period of more than three
months, Executives employment and the Companys obligation to make payments
hereunder shall terminate on the date of his death, or the date upon which, in
the sole determination of the Board of Directors, Executive has failed to carry
out his job responsibilities for three months, except that the Company shall
pay Executives estate any salary earned but unpaid prior to termination,  3


all accrued but unused
vacation and any business expenses that were incurred but not reimbursed as of
the date of termination.  Vesting of any
unvested stock options or restricted stock shall cease on the date of termination.  (b)           Voluntary Resignation by Executive.In the event Executive voluntarily terminates his employment with the
Company (other than for Good Reason (as defined below)), the Companys
obligation to make payments hereunder shall cease upon such termination, except
that the Company shall pay Executive any salary earned but unpaid prior to
termination, all accrued but unused vacation and any business expenses that
were incurred but not reimbursed as of the date of termination.  Vesting of any unvested stock options or restricted
stock shall cease on the date of termination.  (c)           Termination for Just Cause.In the event the Executive is terminated by the Company for Just Cause
(as defined below), the Companys obligation to make payments hereunder shall
cease upon the date of receipt by Executive of written notice of such
termination (the date of termination
for purposes of this Section 12(c)), except that the Company shall pay
Executive any salary earned but unpaid prior to termination, all accrued but
unused vacation and any business expenses that were incurred but not reimbursed
as of the date of termination.  Vesting
of any unvested stock options or restricted stock shall cease on the date of
termination.  (d)           Termination by the Company without
Just Cause or Resignation for Good Reason (Other Than Change in Control).The Company shall have the right to terminate Executives employment
with the Company at any time without Just Cause.  In the event Executive is terminated by the
Company without Just Cause or Executive resigns for Good Reason (other than in
connection with a Change in Control (as defined below)), and upon the execution
of a full general release by Executive (Release), in
the form attached hereto as Exhibit A,
releasing all claims known or unknown that Executive may have against the
Company as of the date Executive signs such release, and upon the written
acknowledgment of his continuing obligations under the Confidentiality
Agreement, Executive shall be entitled to receive the following severance
benefits: (i) continuation of Executives base salary, then in effect, for
a period of twelve (12) months following the date of termination, paid on the
same basis and at the same time as previously paid or as
otherwise required under Section 15 of this Agreement; (ii) payment
of any accrued but unused vacation and sick leave; and (iii) the Company
shall pay the premiums of Executives group health insurance COBRA continuation
coverage, including coverage for Executives eligible dependents, for a maximum
period of twelve (12) months following the date of termination; provided, however, that (a) the Company shall pay
premiums for Executives eligible dependents only for coverage for which those
eligible dependents were enrolled immediately prior to the termination without
Just Cause or resignation for Good Reason and (b) the Companys obligation
to pay such premiums shall cease immediately upon Executives eligibility for
comparable group health insurance provided by a new employer of Executive.  Vesting of any unvested stock options or
restricted stock shall cease on the date of termination.  (e)           Change in Control Severance Benefits.In the event that the Company (or any surviving or acquiring
corporation) terminates Executives employment without Just Cause or Executive
resigns for Good Reason within one (1) month prior to or twelve (12)
months following the effective date of a Change in Control (a Change in Control Termination), and upon
the execution of a Release, Executive shall be entitled to receive the following
Change in  4


Control severance
benefits: (i) a lump-sum cash payment in an amount equal to (A) 1.5
times Executives annual base salary then in effect, plus (B) 1.5 times
the greater of (1) Executives annualized target bonus award for the year
in which Executives employment terminates or (2) the Annual Bonus amount
paid to Executive in the immediately preceding year; (ii) payment of any
accrued but unused vacation and sick leave; (iii) payment of Executives
target bonus award for the year in which Executives employment terminates,
prorated through the date of the Change in Control Termination; (iv) the
Company (or any surviving or acquiring corporation) shall pay the premiums of
Executives group health insurance COBRA continuation coverage, including
coverage for Executives eligible dependents, for a maximum period of eighteen
(18) months following a Change in Control Termination; and (v) the Company
(or any surviving or acquiring corporation) shall pay the costs of outplacement
assistance services from an outplacement agency selected by Executive for a
period of nine (9) months following a Change in Control Termination, up to
maximum of $11,250 in aggregate; provided, however,
that (a) the Company (or any surviving or acquiring corporation) shall pay
premiums for Executives eligible dependents only for coverage for which those
eligible dependents were enrolled immediately prior to the Change in Control
Termination and (b) the Companys (or any surviving or acquiring
corporations) obligation to pay such premiums shall cease immediately upon
Executives eligibility for comparable group health insurance provided by a new
employer of Executive.  Executive agrees
that the Companys (or any surviving or acquiring corporation) payment of
health insurance premiums will satisfy its obligations under COBRA for the
period provided.  In addition, notwithstanding anything contained in
Executives stock option or restricted stock grant agreements to the contrary, in
the event the Company (or any surviving or acquiring corporation) terminates
Executives employment without Just Cause or Executive resigns for Good Reason
within one (1) month prior to or twelve (12) months following the
effective date of a Change in Control, and any surviving corporation or
acquiring corporation assumes Executives stock options and/or restricted
stock, as applicable, or substitutes similar stock options or stock awards for
Executives stock options and/or restricted stock, as applicable, in accordance
with the terms of the Companys equity incentive plans, then (i) the
vesting of all of Executives stock options and/or restricted stock (or
substitute stock options or stock awards), as applicable, shall be accelerated
in full and (ii) the term and the period during which Executives stock
options may be exercised shall be extended to twelve (12) months after the date
of Executives termination of employment; provided,
that, in no event shall such options be exercisable after the
expiration date of such options as set forth in the stock option grant notice
and/or agreement evidencing such options.  (f)            Legal Costs.Following a Change in Control, in the event Executive institutes and
prevails in litigation regarding the validity or enforceability of, or
liability under, any material provision of this Section 12 or any
guarantee of performance thereof, the Executive shall be entitled to payment of
his reasonable attorneys fees and expenses by the Company.  13.DEFINITIONS.  (a)           Just Cause.As used in
this Agreement, Just Cause shall
mean the occurrence of one or more of the following: (i) Executives
conviction of a felony or a crime involving moral turpitude or dishonesty; (ii) Executives
participation in a fraud or act of dishonesty against the Company; (iii) Executives
intentional and material damage to the Companys property; (iv) material
breach of Executives employment agreement, the Companys  5


written policies, or the Confidentiality Agreement
that is not remedied by Executive within fourteen (14) days of written notice
of such breach from the Board of Directors; or (v) conduct by Executive
which demonstrates Executives gross unfitness to serve the Company as
Executive Vice President, Chief Commercial Officer, as determined in the sole
discretion of the Board of Directors. 
Executives physical or mental disability or death shall not constitute
cause hereunder.  (b)           Good Reason.As used in this Agreement, Good Reason shall mean any one of the following events which
occurs without Executives consent on or after the commencement of Executives
employment provided that Executive has first provided written notice to any
member of the Board (or the surviving corporation, as applicable) of the
occurrence of such event(s) within 90 days of the first such occurrence
and the Company (or surviving corporation) has not cured such event(s) within
30 days after Executives written notice is received by such member of the
Board (or by the surviving corporation): 
(i) a reduction of Executives then existing annual salary base or
annual bonus target by more than ten percent (10%), unless the Executive
accepts such reduction or such reduction is done in conjunction with similar
reductions for similarly situated employees of the Company (it being understood
that, solely for purposes of this paragraph 13(b), such a reduction in the
annual bonus target not accepted by Executive is considered a material breach
of this Agreement); (ii) any request by the Company (or any surviving or
acquiring corporation) that the Executive relocate to a new principal base of
operations that would increase Executives one-way commute distance by more
than thirty-five (35) miles from his then-principal base of operations, unless
Executive accepts such relocation opportunity; or (iii) for purposes of Section 12(e) only,
if, following a Change in Control, Executives benefits and responsibilities
are materially reduced, or Executives base compensation or annual bonus target
are reduced by more than 10%, in each case, by comparison to the benefits,
responsibilities, base compensation or annual bonus target in effect
immediately prior to such reduction (it being understood that, solely for
purposes of this paragraph 13(b), the aforementioned reductions in the annual
bonus target or benefits are considered a material breach of this Agreement).  (c)           Change in Control.As used in this Agreement, a Change in Control is defined as: (a) a
sale, lease, exchange or other transfer in one transaction or a series of
related transactions of all or substantially all of the assets of the Company
(other than the transfer of the Companys assets to a majority-owned subsidiary
corporation); (b) a merger or consolidation in which the Company is not
the surviving corporation (unless the holders of the Companys outstanding
voting stock immediately prior to such transaction own, immediately after such
transaction, securities representing at least fifty percent (50%) of the voting
power of the corporation or other entity surviving such transaction); (c) a
reverse merger in which the Company is the surviving corporation but the shares
of the Companys common stock outstanding immediately preceding the merger are
converted by virtue of the merger into other property, whether in the form of
securities, cash or otherwise (unless the holders of the Companys outstanding
voting stock immediately prior to such transaction own, immediately after such
transaction, securities representing at least fifty percent (50%) of the voting
power of the Company); or (d) any transaction or series of related
transactions in which in excess of 50% of the Companys voting power is
transferred.  14.          TERMINATION OF COMPANYS OBLIGATIONS.Notwithstanding any provisions in this Agreement to the contrary, the
Companys obligations, and Executives rights pursuant to Sections 12(d) and
12(e) herein, regarding salary continuation and the payment of COBRA  6


premiums, shall cease and
be rendered a nullity immediately should Executive fail to comply with the
provisions of the Confidentiality Agreement or if Executive directly or
indirectly competes with the Company.  15.          CODE SECTION 409A COMPLIANCE.To the extent
any payments or benefits pursuant to Section 12 above (a) are paid
from the date of termination of Executives employment through March 15 of
the calendar year following such termination, such severance benefits are
intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of
the Treasury Regulations and thus payable pursuant to the short-term deferral
rule set forth in Section 1.409A-1(b)(4) of the Treasury
Regulations; (b) are paid following said March 15, such Severance
Benefits are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of
the Treasury Regulations made upon an involuntary separation from service and
payable pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury
Regulations, to the maximum extent permitted by said provision, (c) represent
the reimbursement or payment of costs for outplacement services, such payments
are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of
the Treasury Regulations and to qualify for the exception from deferred
compensation pursuant to Section 1.409A-1(b)(9)(v)(A); and (d) are in
excess of the amounts specified in clauses (a), (b) and (c) of this
paragraph, shall (unless otherwise exempt under Treasury Regulations) be
considered separate payments subject to the distribution requirements of Section 409A(a)(2)(A) of
the Internal Revenue Code of 1986, as amended (the Code),
including, without limitation, the requirement of Section 409A(a)(2)(B)(i) of
the Code that payments or benefits be delayed until 6 months after Executives
separation from service if Executive is a specified employee within the
meaning of the aforesaid section of the Code at the time of such separation
from service.In the
event that a six month delay of any such separation payments or benefits is
required, on the first regularly scheduled pay date following the conclusion of
the delay period Executive shall receive a lump sum payment or benefit in an
amount equal to the separation payments and benefits that were so delayed, and any
remaining separation payments or benefits shall be paid on the same basis and
at the same time as otherwise specified pursuant to this Agreement (subject to
applicable tax withholdings and deductions).  16.          INDEMNIFICATION.The
Company and Executive have entered into and agree to comply with the Companys
standard form of indemnification agreement for executive officers.  17.          PARACHUTE TAXES  (a)The following terms shall have the meanings set forth
below for purposes of this Section 17.  (i)Accounting Firm
means a certified public accounting firm chosen by the Company.  (ii)After-Tax
means after taking into account all applicable Taxes and Excise Tax.  (iii)Excise Tax
means the excise tax imposed by Section 4999 of the Code, together with
any interest or penalties imposed with respect to such excise tax.  7


(iv)Gross-Up Payment
means an amount such that, after payment by Executive of all Taxes (including
any interest or penalties imposed with respect to such taxes), including,
without limitation, (i) any income and FICA taxes (and any interest and
penalties imposed with respect thereto) and (ii) Excise Tax imposed upon
the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal
to the Excise Tax imposed upon the Payments. 
For purposes of determining the amount of the Gross-Up Payment,
Executive shall be deemed to pay federal income taxes at the highest marginal
rate of federal income taxation in the calendar year in which the Gross-Up
Payment is to be made, and state and local income taxes at the highest marginal
rate of taxation in either the state and locality of Executives place of
employment at the time of the Change in Control or in the state and locality of
residence at the time or times of payment, as applicable, net of the maximum
reduction in federal income taxes that could be obtained from the deduction of
the state and local taxes.  (v)Parachute Value
of a Payment means the present value as of the date of the change of control
for purposes of Section 280G of the Code of the portion of such Payment
that constitutes a parachute payment under Section 280G(b)(2) of
the Code, as determined by the Accounting Firm for purposes of determining
whether and to what extent the Excise Tax will apply to such Payment.  (vi)Payment means
any payment, distribution or benefit in the nature of compensation (within the
meaning of Section 280G(b)(2) of the Code) to or for the benefit of
Executive, whether paid or payable pursuant to this Agreement or otherwise.  (vii)Safe Harbor Amount
means 2.99 times Executives base amount, within the meaning of Section 280G(b)(3) of
the Code.  (viii)Taxes means
all federal, state, local and foreign income, excise, social security and other
taxes, other than the Excise Tax, and any associated interest and penalties.  (ix)Underpayment
has the meaning set forth in Section 17(c).  (b)If any Payment is subject to the Excise Tax, then the
Company shall pay Executive a Gross-Up Payment (regardless of whether Executives
employment has terminated). Notwithstanding the foregoing, if the Parachute
Value of all Payments does not exceed 110% of the Safe Harbor Amount, then the
Company shall not pay Executive a Gross-Up Payment, and the Payments due to
Executive from the Company shall be reduced so that the Parachute Value of all
Payments, in the aggregate, equals the Safe Harbor Amount.  The reduction of Payments, if applicable,
shall be made by first reducing the acceleration of Executives stock option
vesting (if any), and then by reducing the payments under Section 12(e)(v),
(iv), (ii), (iii), (i), in that order, unless an alternative method of
reduction is elected by Executive, subject to approval by the Company, and in
any event shall be made in such a manner as to maximize the economic present
value of all Payments actually made to Executive, determined by the Accounting
Firm as of the date of the Change in Control for purposes of Section 280G
of the Code using the discount rate required by Section 280G(d)(4) of
the Code.  (c)All determinations required to be made under this Section 17,
including whether and when Gross-Up Payments are required and the amount of
such Gross-Up Payments,  8


whether and in what
manner any Payments are to be reduced pursuant to the second sentence of Section 17(b),
and the assumptions to be utilized in arriving at such determinations, shall be
made by the Accounting Firm, and shall be binding upon the Company and Executive,
except to the extent the Internal Revenue Service or a court of competent
jurisdiction makes an inconsistent final and binding determination. The
Accounting Firm shall provide detailed supporting calculations both to the
Company and Executive within 15 business days after receiving notice from
Executive that there has been a Payment or such earlier time as may be
requested by the Company. All fees and expenses of the Accounting Firm shall be
borne solely by the Company. Any Gross-Up Payment that becomes due pursuant to
this Section 17 shall be paid by the Company to Executive within five days
of the receipt of the Accounting Firms determination, or, if later, at least
20 business days before Executive is obligated to pay the related Excise Tax.
As a result of the uncertainty in the application of Section 4999 of the
Code at the time of the initial determination by the Accounting Firm hereunder,
it is possible that Gross-Up Payments that will not have been made by the
Company should have been made (an Underpayment).
In the event the Accounting Firm determines that there has been an Underpayment
or Executive is required to make a payment of any Excise Tax as a result of a
claim described in Section 17(d), then the Accounting Firm shall determine
the amount of the Underpayment that has occurred and any such Underpayment
shall be promptly paid by the Company to or for the benefit of Executive.  (d)Executive shall notify the Company in writing of any
claim by the Internal Revenue Service that, if successful, would require the
payment by the Company of a Gross-Up Payment. Such notification shall be given
as soon as practicable, but no later than 10 business days after Executive is
informed in writing of such claim. Executive shall apprise the Company of the
nature of such claim and the date on which such claim is requested to be paid.
Executive shall not pay such claim prior to the expiration of the 30-day period
following the date on which Executive gives such notice to the Company (or such
shorter period ending on the date that any payment of taxes with respect to
such claim is due). If the Company notifies Executive in writing prior to the
expiration of such period that the Company desires to contest such claim,
Executive shall:  (i)give the Company any information reasonably requested
by the Company relating to such claim,  (ii)take such action in connection with contesting such
claim as the Company shall reasonably request in writing from time to time,
including without limitation accepting legal representation with respect to
such claim by an attorney reasonably selected by the Company,  (iii)cooperate with the Company in good faith in order
effectively to contest such claim, and  (iv)permit the Company to participate in any proceedings
relating to such claim; provided, however, that the Company shall bear and pay
directly all costs and expenses (including additional interest and penalties)
incurred in connection with such contest, and shall indemnify and hold
Executive harmless, on an After-Tax basis, for any Excise Tax or Taxes imposed
as a result of such representation and payment of costs and expenses. Without
limitation on the foregoing provisions of this Section 17(d), the Company
shall control all  9


proceedings taken in
connection with such contest, and, at its sole discretion, may pursue or forgo
any and all administrative appeals, proceedings, hearings and conferences with
the applicable taxing authority in respect of such claim and may, at its sole
discretion, either direct Executive to pay the Taxes claimed and sue for a
refund or contest the claim in any permissible manner, and Executive agrees to
prosecute such contest to a determination before any administrative tribunal,
in a court of initial jurisdiction and in one or more appellate courts, as the
Company shall determine; provided, however, that, if the Company directs
Executive to pay such claim and sue for a refund, the Company shall advance the
amount of such payment to Executive, on an interest-free basis, and shall
indemnify and hold Executive harmless, on an After-Tax basis, from any Excise
Tax or Taxes imposed with respect to such advance or with respect to any
imputed income in connection with such advance; and provided, further, that any
extension of the relevant statute of limitations is limited solely to such
contested amount. Furthermore, the Companys control of the contest shall be
limited to issues with respect to which the Gross-Up Payment would be payable
hereunder, and Executive shall be entitled to settle or contest, as the case
may be, any other issue raised by the Internal Revenue Service or any other
taxing authority.  (e)If, at any time after receiving a Gross-Up Payment or
an advance pursuant to Section 17(d), Executive receives any refund of the
associated Excise Tax, Executive shall promptly pay to the Company the amount
of such refund, together with any interest paid or credited thereon net of all
Taxes applicable thereto. If, after Executive receives an advance pursuant to Section 17(d),
a determination is made that Executive is not entitled to any refund with
respect to such claim and the Company does not notify Executive in writing of
its intent to contest such denial of refund prior to the expiration of 30 days
after such determination, then such advance shall be forgiven and shall not be
required to be repaid, and the amount of any Gross-Up Payment owed to Executive
shall be reduced (but not below zero) by the amount of such advance.  (f)Notwithstanding any other provision of this Section 17,
the Company may, in its sole discretion, withhold and pay over to the Internal
Revenue Service or any other applicable taxing authority, for the benefit of
Executive, all or any portion of any Gross-Up Payment, and Executive hereby
consents to such withholding.  18.          MISCELLANEOUS.  (a)           Taxes.Except as specifically set
forth herein,Executive
agrees to be responsible for the payment of any taxes due on any and all
compensation, stock option, restricted stock or other benefits provided by the
Company pursuant to this Agreement. 
Executive acknowledges and represents that the Company has not provided
any tax advice to him in connection with this Agreement and that he has been
advised by the Company to seek tax advice from his own tax advisors regarding
this Agreement and payments that may be made to him pursuant to this
Agreement, including specifically, the application of the provisions of Section 409A
of the Code to such payments.  (b)           Intentionally omitted.  (c)           Modification/Waiver.This Agreement may not be amended, modified,
superseded, canceled, renewed or expanded, or any terms or covenants hereof
waived, except by a writing executed by each of the parties hereto or, in the
case of a waiver, by the party waiving  10


compliance.  Failure of any party at any time or times to
require performance of any provision hereof shall in no manner affect his or
its right at a later time to enforce the same. 
No waiver by a party of a breach of any term or covenant contained in
this Agreement, whether by conduct or otherwise, in any one or more instances
shall be deemed to be or construed as a further or continuing waiver of any
agreement contained in the Agreement.  (d)           Costs of Enforcement.If any contest or dispute shall
arise under this Agreement, each party hereto shall bear its own legal fees and
expenses.  (e)           Severability.Whenever possible, each provision of this Agreement will be interpreted
in such manner as to be effective and valid under applicable law, but if any
provision of this Agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or any other jurisdiction, but this Agreement will be reformed, construed and
enforced in such jurisdiction as if such invalid, illegal or unenforceable
provisions had never been contained herein.  (f)            Successors and Assigns.This Agreement is intended to bind and inure to the benefit of and be
enforceable by Executive and the Company, and their respective successors,
assigns, heirs, executors and administrators, except that Executive may not
assign any of his duties hereunder and he may not assign any of his rights
hereunder without the written consent of the Company, which shall not be
withheld unreasonably.  (g)           Notices.All notices given hereunder shall be given by
certified mail, addressed, or delivered by hand, to the other party at his or
its address as set forth herein, or at any other address hereafter furnished by
notice given in like manner.  Executive
promptly shall notify Company of any change in Executives address.  Each notice shall be dated the date of its
mailing or delivery and shall be deemed given, delivered or completed on such
date.  (h)           Governing Law; Personal Jurisdiction
and Venue.This Agreement and all disputes relating
to this Agreement shall be governed in all respects by the laws of the State of
Colorado as such laws are applied to agreements between Colorado residents
entered into and performed entirely in Colorado.  The Parties acknowledge that this Agreement
constitutes the minimum contacts to establish personal jurisdiction in Colorado
and agree to a Colorado courts exercise of personal jurisdiction.  The Parties further agree that any disputes
relating to this Agreement shall be brought in courts located in the State of
Colorado.  (i)            Entire Agreement.This Agreement, together with the other agreements and
exhibits specifically referenced herein, set forth the entire agreement and
understanding of the parties hereto with regard to the employment of the
Executive by the Company and supersede any and all prior agreements,
arrangements and understandings, written or oral, pertaining to the subject
matter hereof, including the Original Agreement.  No representation, promise or inducement
relating to the subject matter hereof has been made to a party that is not
embodied in these Agreements, and no party shall be bound by or liable for any
alleged representation, promise or inducement not so set forth herein.  (j)            Counterparts.This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original but all of which
together shall  11


constitute one and the
same instrument.  The execution of this
Agreement may be by actual or facsimile signature.  [Remainder of Page Intentionally
Left Blank]  12


IN
WITNESS WHEREOF,the parties have each duly executed this AMENDED AND RESTATED
EMPLOYMENT AGREEMENT effective as of the day and year first above
written.  ALLOS
  THERAPEUTICS, INC./s/ Paul L.
  BernsBy:
  Paul L. BernsIts:
  President and
  Chief Executive OfficerAddress:
  11080
  CirclePoint RoadWestminster, CO
  80020EXECUTIVE:/s/ James V.
  CarusoBy:
  James V. CarusoAddress:
  32 Coddington Ct.Belle Mead, NJ 08502  13


EXHIBIT A TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT  RELEASE AGREEMENT  I
understand that my position with Allos Therapeutics, Inc. (the Company)
terminated effective
                      ,
           (the Separation
Date).  The Company has agreed that if I
choose to sign this Release, the Company will pay me certain severance or
consulting benefits pursuant to the terms of the Employment Agreement (the Agreement)
between myself and the Company, and any agreements incorporated therein by
reference.  I understand that I am not
entitled to such benefits unless I sign this Release and it becomes fully
effective.  I understand that, regardless
of whether I sign this Release, the Company will pay me all of my accrued
salary and vacation through the Separation Date, to which I am entitled by law.  In
consideration for the severance benefits I am receiving under the Agreement, I
hereby release the Company and its officers, directors, agents, attorneys,
employees, shareholders, parents, subsidiaries, and affiliates from any and all
claims, liabilities, demands, causes of action, attorneys fees, damages, or
obligations of every kind and nature, whether they are now known or unknown,
arising at any time prior to the date I sign this Release.  This general release includes, but is not
limited to:  all federal and state
statutory and common law claims, claims related to my employment or the
termination of my employment or related to breach of contract, tort, wrongful
termination, discrimination, wages or benefits, or claims for any form of
equity or compensation.  Notwithstanding
the release in the preceding sentence, I am not releasing any right of
indemnification I may have for any liabilities arising from my actions within
the course and scope of my employment with the Company.  If
I am forty (40) years of age or older as of the Separation Date, I acknowledge
that I am knowingly and voluntarily waiving and releasing any rights I may have
under the federal Age Discrimination in Employment Act of 1967, as amended (ADEA).  I also acknowledge that the consideration
given for the waiver in the above paragraph is in addition to anything of value
to which I was already entitled.  I have
been advised by this writing, as required by the ADEA that:  (a) my waiver and release do not apply
to any claims that may arise after my signing of this Release; (b) I
should consult with an attorney prior to executing this Release; (c) I
have twenty-one (21) days within which to consider this Release (although I may
choose to voluntarily execute this Release earlier); (d) I have seven (7) days
following the execution of this release to revoke the Release; and (e) this
Release will not be effective until the eighth day after this Release has been
signed both by me and by the Company (Effective Date).  Agreed:  ALLOS
  THERAPEUTICS INC.
  
  JAMES V. CARUSOBy:Name:Title:Date:
  
  
  Date: