EXHIBIT 10.20  ALLOS THERAPEUTICS, INC. SECOND AMENDED AND
RESTATED EMPLOYMENT AGREEMENT  This SECOND AMENDED AND RESTATED EMPLOYMENT
AGREEMENT (this Agreement) is made and entered into as of December 13,
2007, by and among Allos Therapeutics, Inc., a Delaware corporation (the Company),
and Paul L. Berns (Employee).  W I T N E S S E T H:  WHEREAS, the Company wishes to continue to employ
Employee and to assure itself of the continued services of Employee on the
terms set forth herein;  WHEREAS, Employee wishes to be so employed under the
terms set forth herein;  WHEREAS, Employee and the Company entered into the
original Employment Agreement dated March 9, 2006 (the Original
Agreement);  WHEREAS, Employee and the Company are parties to the
Amended and Restated Employment Agreement dated December 12, 2006 (the First
Amended Agreement), pursuant to which the Company and Employee amended and
restated the Original Agreement to reflect their final agreement with respect
to reimbursement of commuting and temporary living expenses;  WHEREAS, the Company and Employee now desire to
amend and restate the First Amended Agreement to, among other things, reflect
certain changes such that the Employee will not be subject to adverse tax
consequences under Section 409A of the Code (as defined below); and  WHEREAS, the Company and Employee intend that this
Agreement shall supersede and replace the First Amended Agreement.  NOW, THEREFORE, in consideration of the promises and
mutual covenants contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are mutually acknowledged,
the Company and Employee hereby agree as follows:  Section 1.Definitions.  (a)           Accrued
Obligations shall mean (i) any Base Salary and Annual Bonus earned
but unpaid prior to the date of a termination of Employees employment with the
Company pursuant to Section 8 below, (ii) all accrued but unused
personal time, (iii) any unreimbursed business expenses pursuant to Section 7
below and (iv) other employee benefits to which Employee is entitled upon
termination of employment in accordance with the terms of the plans and
programs of the Company.  (b)           Affiliate
shall mean, as to any Person, any other Person that controls, is controlled by,
or is under common control with, such Person.  (c)           Annual Bonus
shall have the meaning set forth in Section 4(b) below.


(d)           Base Salary
shall mean the salary, and any increase thereof, provided for in Section 4(a) below.  (e)           Board shall
mean the Board of Directors of the Company.  (f)            Cause
shall mean the occurrence of one or more of the following: (i) Employees
conviction of a felony involving moral turpitude or dishonesty; (ii) Employees
knowing and active participation in a fraud or significant act of dishonesty
against the Company; (iii) Employees intentional and material damage to
the Companys property or (iv) Employees material breach of this
Agreement, the Companys written policies, or the Proprietary Information
Agreement that is demonstrably willful and deliberate on Employees part is
committed in bad faith or without reasonable belief that such breach is in the
best interest of the Company, and is not remedied by Employee within thirty
(30) days of written notice of such breach from the Board, which written
notice, to be effective, must be provided to Employee within sixty (60) days
after the date on which the Company first becomes aware of the occurrence of
such event.  Notwithstanding anything
herein to the contrary, Employees physical or mental Disability or death shall
not constitute Cause.  (g)           Change in
Control means  (i)              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);  (ii)             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);  (iii)            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);  (iv)            the acquisition by any individual,
entity or group (a Person), including any person within the meaning
of Section 13(d) (3) or 14(d) (2) of the Securities
Exchange Act of 1934, as amended (the Exchange Act), of beneficial ownership
within the meaning of Rule 13d-3 promulgated under the Exchange Act, of
50% or more of either (1) the then outstanding shares of common stock of
the Company (the Outstanding Common Stock) or (2) the combined voting
power of the then outstanding securities of the Company entitled to vote
generally in the election of directors (the Outstanding Voting Securities);
excluding, however, the following: (A) any acquisition directly from the
Company (excluding any acquisition resulting from the  2


exercise of an exercise,
conversion or exchange privilege unless the security being so exercised,
converted or exchanged was acquired directly from the Company), (B) any
acquisition by the Company, (C) any acquisition by an employee benefit
plan (or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company or (D) any acquisition by any
corporation if 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; provided further that,
for purposes of clause (B), if any Person (other than the Company or any
employee benefit plan (or related trust) sponsored or maintained by the Company
or any corporation controlled by the Company) shall become the beneficial owner
of 50% or more of the Outstanding Common Stock or 50% or more of the
Outstanding Voting Securities by reason of an acquisition by the Company and
such Person shall, after such acquisition by the Company, become the beneficial
owner of any additional shares of the Outstanding Common Stock or any
additional Outstanding Voting Securities and such beneficial ownership is
publicly announced, such additional beneficial ownership shall constitute a
Change in Control; or  (v)             individuals who, as of the date
hereof, constitute the Board (the Incumbent Board) cease for any
reason to constitute at least a majority of such Board; provided, that any
individual who becomes a director of the Company subsequent to the date hereof
whose election, or nomination for election by the Companys stockholders, was
approved by the vote of at least a majority of the directors then comprising
the Incumbent Board shall be deemed to have been a member of the Incumbent
Board; and provided further, that any individual who was initially elected as a
director of the Company as a result of an actual or threatened solicitation by
a Person other than the Company for the purpose of opposing a solicitation by
any other Person with respect to the election or removal of directors, or any
other actual or threatened solicitation of proxies or consents by or on behalf
of any Person other than the Board shall not be deemed a member of the
Incumbent Board.  (h)           Code shall
mean the Internal Revenue Code of 1986, as amended, and the rules and
regulations promulgated thereunder.  (i)            Commencement
Date shall mean 5:00 p.m. Mountain Standard Time on  March 9, 2006.  (j)            Company
except as otherwise expressly set forth herein, shall have the meaning set
forth in the preamble hereto.  (k)           Competitive
Activities shall mean the research, development, marketing or sale of drug
and nondrug products which are competitive with (i) those products being
marketed by the Company at the time of Employees termination of employment
with the Company or (ii) those products that Employee was aware were under
development by the Company and consuming material resources of the Company.  3


(l)            Confidential
Information shall mean confidential or proprietary trade secrets, client
lists, client identities and information, information regarding service
providers, investment methodologies, marketing data or plans, sales plans, management
organization information, operating policies or manuals, business plans or
operations or techniques, financial records or data, or other financial,
commercial, business or technical information (i) relating to the Company
or any of its subsidiaries, or (ii) that the Company or any of its
subsidiaries may receive belonging to suppliers, customers or others who do
business with the Company, but shall exclude any information that is in the
public domain or hereafter enters the public domain, in each case without the
breach by Employee of Section 10(a) below.  (m)          Disability
shall mean any physical or mental disability or infirmity that prevents the
performance of Employees duties for a period of (i) ninety (90)
consecutive days or (ii) one hundred twenty (120) non-consecutive days
during any twelve (12) month period and which entitles Employee to benefits
under the long-term disability plan maintained by the Company for its senior
executives.  Any question as to the
existence, extent or potentiality of Employees Disability upon which Employee
and the Company cannot agree shall be determined by a qualified, independent
physician selected by the Company and approved by Employee (which approval
shall not be unreasonably withheld).  The
determination of any such physician shall be final and conclusive for all
purposes of this Agreement.  (n)           Employee
shall have the meaning set forth in the preamble hereto.  (o)           Good Reason
shall mean any one of the following events which occurs without Employees written
consent on or after the commencement of Employees employment:  (i) a reduction of Employees then
existing Base Salary or Target Bonus by more than ten percent (10%), unless the
Employee 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 1(o), such a reduction
in the Target Bonus not accepted by Employee is considered a material breach of
this Agreement); (ii) any request by the Company (or any surviving or
acquiring corporation) that the Employee relocate to a new principal base of
operations that would increase Employees one-way commute distance by more than
thirty-five (35) miles from his then-principal residence, unless Employee
accepts such relocation opportunity; (iii) a material diminution in
Employees authority, duties or responsibilities with the Company, or any
removal or involuntary termination of Employee from the Company otherwise than
as expressly permitted by this Agreement; (iv) the failure of the Company
to obtain the assumption agreement from any successor as contemplated in Section 17(a) (it
being understood that, solely for purposes of this paragraph 1(o), the Companys
failure to obtain such assumption agreement shall be considered a material
breach of this Agreement); (v) for purposes of Section 8(g) only,
if, following a Change in Control, Employees benefits and responsibilities are
materially reduced, or Employees Base Salary or Target Bonus are reduced by
more than 10%, in each case, by comparison to the benefits, responsibilities,
Base Salary or Target Bonus in effect immediately prior to such reduction (it
being understood that, solely for purposes of this paragraph 1(o), the aforementioned
reductions in the Target Bonus or benefits are considered a material breach of
this Agreement); or (vi) a material breach of this Agreement by the
Company.  4


(p)           Interfering
Activities shall mean(i) encouraging, soliciting, or inducing, or in any manner
attempting to encourage, solicit, or induce, any Person employed by the Company
or any subsidiary thereof to terminate such Persons employment with the
Company or such subsidiary; (ii) hiring any Person who was
employed by the Company or any subsidiary thereof within the six (6) month
period prior to the date of such hiring; or (iii)encouraging, soliciting or inducing, or in any manner
attempting to encourage, solicit or induce any client, account, customer,
licensee or other business relation of the Company or any subsidiary thereof to
cease doing business with or reduce the amount of business conducted with
(including by providing similar services or products to any such Person) the
Company or such subsidiary, or in any way interfere with the relationship
between any such client, account, customer, licensee or business relation and
the Company or such subsidiary.  (q)           Person
shall mean any individual, corporation, partnership, limited liability company,
joint venture, association, joint-stock company, trust (charitable or
non-charitable), unincorporated organization or other form of business entity.  (r)            Plan shall
mean the Companys 2000 Stock Incentive Compensation Plan.  (s)           Proprietary
Information Agreement shall mean the Companys standard form of Employee
Confidentiality and Inventions Assignment Agreement.  (t)            Restricted Area
means, during Employees employment hereunder, any State of the United States
of America or any other jurisdiction in which the Company or its subsidiaries
engage (or have committed plans to engage) in business or, following
termination of Employees employment, any jurisdiction in which the Company or
its subsidiaries were engaged in business at the time of such termination or in
which they have committed at the time of such termination to be actively
engaged within four years of such termination.  (u)           Restricted
Period shall mean the period commencing on the Commencement Date and
ending on the twelve (12) month anniversary of Employees termination of
employment hereunder for any reason.  (v)           Target
Bonus shall have the meaning set forth in Section 4(b) below.  Section 2.Acceptance and Term of Employment.  The Company agrees to employ Employee and Employee
agrees to serve the Company on the terms and conditions set forth herein.  It is understood and agreed by the Company
and Employee that this Agreement does not contain any promise or representation
concerning the duration of Employees employment with the Company.  Employee specifically acknowledges that his
employment with the Company is at-will and may be terminated by Employee or
the Company at any time pursuant to Section 8 below.  Section 3.Position, Duties and Responsibilities;
Place of Performance.  (a)           Employee shall be
employed and serve as the President and Chief Executive Officer of the Company
(together with such other position or positions consistent with  5


Employee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, Employee 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 Board.  In addition, the Company shall promptly
appoint Employee to the Board and thereafter nominate Employee as a nominee for
election to the Board and solicit proxies for his election for so long as he
continues to serve as President and Chief Executive Officer.  (b)           Subject to the terms
and conditions set forth in this Agreement, Employee 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 (x) conflicts with the interests of
the Company or its subsidiaries, (y) interferes with the proper and
efficient performance of his duties for the Company, or (z) interferes
with the exercise of his judgment in the Companys best interests.  Notwithstanding the foregoing, nothing herein
shall preclude Employee 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 Section 10 hereof, managing his personal
investments and affairs; provided, however, that the activities
set out in clauses (i), (ii) and (iii) shall be limited by Employee
so as not to materially interfere, individually or in the aggregate, with the
performance of his duties and responsibilities hereunder.  Section 4.Compensation.Employee shall be entitled to the following
compensation:  (a)           Base Salary.  Employee shall be paid an annualized Base
Salary, payable in accordance with the regular payroll practices of the
Company, of not less than $477,000.  Such
Base Salary shall be reviewed annually, and shall be subject to such annual
increases, if any, as shall be determined by the Board.  (b)           Annual Bonus.  Employee will be eligible to participate in
the Companys Corporate Bonus Plan, pursuant to which Employee will be eligible
for an annual bonus award to be determined in accordance with the terms of the
plan (the Annual Bonus).  The
target Annual Bonus for each fiscal year shall be not less than 50% of Base
Salary (the Target Bonus).  For
2007, Employees Target Bonus shall equal 50% of Employees actual base salary
earned in 2007, weighted 100% to the achievement of the Companys corporate
objectives.  A copy of the Corporate
Bonus Plan has been provided to Employee.  (c)           Relocation.  Subject to the submission of properly
documented receipts and the terms of Companys relocation program, to the
extent not previously reimbursed prior to the date hereof, the Company shall
reimburse Employee for:  (i) customary
closing costs incurred by Employee in connection with the sale of his residence
in Wisconsin (including brokerage commissions) and his purchase of a new
residence in Colorado, in each case including reasonable attorneys fees, (ii) customary
and reasonable costs of moving Employee and his  6


family, including their personal effects, to their new residence in
Colorado, and (iii) customary and reasonable commuting and temporary
living expenses for Employee and his family during the period beginning on the
Commencement Date and ending on June 30, 2007.  Also, to the extent that any payments or
reimbursements described in clauses (i), (ii) or (iii) of this Section 4(c) cause
Employee to incur additional taxes (Additional Taxes), upon
substantiation of the amount of such Additional Taxes, the Company shall pay
Employee an additional gross-up payment in an amount such that, after
reduction by all taxes imposed on such gross-up payment, Employee retains an
amount equal to the Additional Taxes.  Section 5.Employee Benefits.  During Employees employment with the Company,
Employee shall be entitled to participate in health, insurance, retirement and
other perquisites and benefits generally provided to other senior executives of
the Company that are made available from time to time.  Employee shall also be entitled to the same
number of holidays and sick days as are generally allowed to senior executives
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.  Employee shall also be
eligible to receive disability insurance at the expense of the Company.  Section 6.Key-Man Insurance.  At any time during Employees employment with the
Company, the Company shall have the right to insure the life of Employee for
the sole benefit of the Company, in such amounts, and with such terms, as it
may determine.  All premiums payable
thereon shall be the obligation of the Company. 
Employee shall have no interest in any such policy, but agrees to
reasonably cooperate with the Company in taking out such insurance by
submitting to reasonable physical examinations, supplying all information
reasonably required by the insurance company, and executing all necessary
documents, provided that no financial obligation or liability is imposed on
Employee by any such documents.  Section 7.Reimbursement of Business Expenses.  Employee is authorized to incur reasonable business expenses in
carrying out his duties and responsibilities under this Agreement and the
Company shall promptly reimburse him for all such reasonable business expenses
incurred in connection with carrying out the business of the Company, subject
to documentation in accordance with the Companys policy, as in effect from
time to time.  Section 8.Termination of Employment.  (a)           General.  Employees employment with the Company shall
terminate upon the earliest to occur of (i) Employees death, (ii) a
termination by reason of a Disability, (iii) a termination by the Company
with or without Cause, or (iv) a termination by Employee with or without
Good Reason.  Upon any termination of
Employees employment for any reason, except as may otherwise be requested by
the Company in writing and agreed upon in writing by Employee, Employee shall
resign from any and all directorships, committee memberships or any other
positions Employee holds with the Company or any of its subsidiaries or
Affiliates.  7


(b)           Termination
due to Death or Disability.  Employees
employment shall terminate automatically upon his death.  The Company may terminate Employees
employment immediately upon the occurrence of a Disability, such termination to
be effective upon Employees receipt of written notice of such
termination.  In the event Employees
employment is terminated due to his death or Disability, Employee or his estate
or his beneficiaries, as the case may be, shall be entitled to the Accrued
Obligations, which shall be paid within thirty (30) days after the date of such
termination.  Except as set forth in this
Section 8(b), following Employees termination by reason of his death or
Disability, Employee shall have no further rights to any compensation or any
other benefits under this Agreement; provided, that Employees then
outstanding stock options and restricted stock shall remain subject to the
terms and conditions of the Plan and the applicable stock option agreement or
restricted stock agreement.  (c)           Termination
by the Company for Cause.  In the
event the Company terminates Employees employment for Cause, he shall be
entitled only to the Accrued Obligations, which shall be paid within thirty
(30) days after the date of such termination. 
Following such termination of Employees employment for Cause, except as
set forth in this Section 8(c), Employee shall have no further rights to
any compensation or any other benefits under this Agreement; provided,
that Employees then outstanding stock options and restricted stock shall
remain subject to the terms and conditions of the Plan and the applicable stock
option agreement or restricted stock agreement.  (d)           Termination by
the Company without Cause.  The
Company may terminate Employees employment at any time without Cause,
effective upon Employees receipt of written notice of such termination.  In the event Employees employment is
terminated by the Company without Cause (other than due to death or
Disability), Employee shall be entitled to:  (i)              the Accrued Obligations, which
shall be paid within thirty (30) days after the date of Employees termination of
employment;  (ii)             Employees Target Bonus for the
year in which Employees employment terminates, prorated through the date on
which Employees employment terminates;  (iii)            an amount equal to 1.5 times
Employees annual Base Salary then in effect, which, subject to Section 16,
shall be payable in monthly installments over the 18-month period following the
date of Employees termination of employment;  (iv)            an amount equal to 1.5 times
Employees Annual Bonus, including any portion of such bonus deferred, for the
year preceding the year in which the termination of Employees employment
occurs, which shall be payable in a lump sum within thirty (30) days after the
date of Employees termination of employment (or such later time as shall be
required under Section 16);  (v)             all then outstanding stock options
and restricted stock shall be treated in accordance with the terms of the Plan
and the applicable stock option agreement or restricted stock agreement;  8


(vi)            the Company shall pay the premiums
for Employee and his dependents of Employees group health insurance COBRA
continuation coverage for twelve months following the date of Employees
termination of employment, or, if earlier, until the date on which Employee
becomes eligible to receive comparable benefits from another employer; and  (vii)           for a period of twelve months
commencing on the date of termination of Employees employment, Employee shall
receive outplacement assistance services from an outplacement agency selected
by Employee and the Company shall pay all costs of such services; provided
that such costs shall not exceed $15,000 in the aggregate.  Notwithstanding the foregoing, the payments
and benefits described in subsections (ii) through (vii) above shall
immediately cease, and the Company shall have no further obligations to
Employee with respect thereto, in the event that Employee breaches any
provision of Section 10 or the Proprietary Information Agreement.  Following such termination of Employees employment
by the Company without Cause, except as set forth in this Section 8(d),
Employee shall have no further rights to any compensation or any other benefits
under this Agreement.  (e)           Termination
by Employee with Good Reason. 
Employee may terminate his employment with Good Reason by providing the
Company thirty (30) days written notice setting forth with reasonable
specificity the event that constitutes Good Reason, which written notice, to be
effective, must be provided to the Company within sixty (60) days after the
date on which Employee first becomes aware of the occurrence of such
event.  During such thirty (30) day
notice period, the Company shall have a cure right (if curable), and if not
cured within such period, Employees termination will be effective upon the
date immediately following the expiration of the thirty (30) day notice period,
and Employee shall be entitled to the same payments and benefits as provided in
Section 8(d) above for a termination without Cause, it being agreed
that Employees right to any such payments and benefits shall be subject to the
same terms and conditions as described in Section 8(d) above.  Following such termination of Employees
employment by Employee with Good Reason, except as set forth in this Section 8(e),
Employee shall have no further rights to any compensation or any other benefits
under this Agreement.  (f)            Termination
by Employee without Good Reason. 
Employee may terminate his employment without Good Reason by providing
the Company thirty (30) days written notice of such termination.  In the event of a termination of employment
by Employee under this Section 8(f), Employee shall be entitled only to
the Accrued Obligations; provided, that Employees then outstanding
stock options and restricted stock shall remain subject to the terms and
conditions of the Plan and the applicable stock option agreement or restricted
stock agreement.  In the event of
termination of Employees employment under this Section 8(f), the Company
may, in its sole and absolute discretion, by written notice accelerate such
date of termination and still have it treated as a termination without Good
Reason.  Following such termination of
Employees employment by Employee without Good Reason, except as set forth  9


in this Section 8(f), Employee shall have no further rights to any
compensation or any other benefits under this Agreement.  (g)           Change
in Control.  Notwithstanding anything
herein to the contrary, if the Company terminates Employees employment without
Cause or Employee resigns for Good Reason within one (1) month prior to or
two (2) years following a Change in Control, in lieu of any payments that
Employee would have been entitled to receive pursuant to Section 8(d) or
Section 8(e) herein, Employee shall be entitled to receive:  (i)            the Accrued Obligations, which shall
be paid within thirty (30) days after the date of Employees termination of
employment;  (ii)             Employees Target Bonus for the
year in which Employees employment terminates, prorated through the date on
which Employees employment terminates;  (iii)            a lump-sum cash payment in an amount
equal to (A) two (2) times Employees highest annual Base Salary in
effect during the 12-month period prior to the date of termination, plus (B) two
(2) times Employees highest annualized (for any fiscal year consisting of
less than 12 full months or with respect to which Employee has been employed by
the Company for less than 12 full months) Annual Bonus, paid or payable,
including by reason of any deferral, to Employee in respect of the five fiscal
years of the Company (or such portion thereof during which Employee performed
services for the Company if Employee shall have been employed by the Company
for less than such five fiscal year period) immediately preceding the fiscal
year in which the Change in Control occurs;  (iv)          immediate vesting of all outstanding
stock options and restricted stock, and the extension of the option exercise
period for twenty-four (24) months;  (v)           for a period of eighteen (18) months,
commencing on the date of Employees termination of employment, the Company
shall continue to keep in full force and effect all policies of medical,
accident, disability and life insurance with respect to Employee and his
dependents with the same level of coverage, upon the same terms and otherwise
to the same extent as such policies shall have been in effect immediately prior
to the date of such termination and the Company shall pay all costs of the
continuation of such insurance coverage; and  (vi)            for a period of twelve months
commencing on the date of termination of Employees employment, Employee shall
receive outplacement assistance services from an outplacement agency selected
by Employee and the Company shall pay all costs of such services; provided
that such costs shall not exceed $15,000 in the aggregate.  Following such termination of Employees employment
by the Company without Cause or by Employee for Good Reason within one (1) month
prior to or two years following a Change in Control, except as set forth in
this Section 8(g), Employee shall have no further rights to any
compensation or any other benefits under this Agreement.  10


(h)           Release.  Notwithstanding any provision herein to the
contrary, the Company may require that, prior to payment of any amount or
provision of any benefit pursuant to subsections (d), (e) or (g) of
this Section 8 (other than the Accrued Obligations), Employee shall have
executed a general release in favor of the Company and its subsidiaries and
related parties in the form attached hereto as Exhibit B, and any waiting
periods contained in such release shall have expired.  Section 9.Certain Additional Payments by the Company.  (a)           Anything
in this Agreement to the contrary notwithstanding, in the event it shall be
determined that any payment or distribution by the Company to or for the
benefit of Employee (whether paid or payable or distributed or distributable
pursuant to the terms of this Agreement or otherwise, but determined without
regard to any additional payments required under this Section 9) (a Payment)
would be subject to the excise tax imposed by Section 4999 of the Code, or
any interest or penalties are incurred by Employee with respect to such excise
tax (such excise tax, together with any such interest and penalties, are
hereinafter collectively referred to as the Excise Tax), then Employee
shall be entitled to receive an additional payment (a Gross-Up Payment)
in an amount such that after payment by Employee of all taxes (including any
interest or penalties imposed with respect to such taxes), including, without
limitation, any income taxes (and any interest and penalties imposed with respect
thereto) and Excise Tax imposed upon the Gross-Up Payment, Employee retains an
amount of the Gross-Up Payment equal to the Excise Tax imposed upon the
Payments.  Notwithstanding the foregoing
provisions of this Section 9(a), if it shall be determined that Employee
is entitled to a Gross-Up Payment, but that Employee, after taking into account
the Payments and the Gross-Up Payment, would not receive a net after-tax
benefit (taking into account both income taxes and any Excise Tax) which is at
least ten percent (10%) greater than the net after-tax proceeds to Employee
resulting from an elimination of the Gross-Up Payment and a reduction of the
Payments, in the aggregate, to an amount (the Reduced Amount) that is
one dollar less than the smallest amount that would give rise to any Excise
Tax, then no Gross-Up Payment shall be made to Employee and the Payments, in
the aggregate, shall be reduced to the Reduced Amount.  (b)           Subject
to the provisions of Section 9(c), all determinations required to be made
under this Section 9, including whether and when a Gross-Up Payment is
required and the amount of such Gross-Up Payment and the assumptions to be
utilized in arriving at such determination, shall be made by the Companys
public accounting firm (the Accounting Firm) which shall provide
detailed supporting calculations both to the Company and Employee within 15
business days of the receipt of notice from Employee that there has been a
Payment, or such earlier time as is requested by the Company.  In the event that the Accounting Firm is
serving as accountant or auditor for the individual, entity or group effecting
the Change in Control, the Company and Employee shall jointly appoint another
nationally recognized public accounting firm to make the determinations
required hereunder (which accounting firm shall then be referred to as the
Accounting Firm hereunder).  All fees and
expenses of the Accounting Firm shall be borne solely by the Company.  Any Gross-Up Payment, as determined pursuant
to this Section 9, shall be paid by the Company to Employee within five
days of the receipt of the Accounting Firms determination, but in all events
no later than the end of the calendar year after the year in which Employee
incurs the related Excise Tax.  If the
Accounting Firm determines that no Excise Tax is payable by Employee, it shall
furnish Employee with a written opinion that  11


failure to report the Excise Tax on Employees applicable federal
income tax return would not result in the imposition of a negligence or similar
penalty.  Any determination by the
Accounting Firm shall be binding upon the Company and Employee.  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 which will not have been made by the Company should have been made (Underpayment),
consistent with the calculations required to be made hereunder.  In the event that the Company exhausts its
remedies pursuant to Section 9(c) and Employee thereafter is required
to make a payment of any Excise Tax, 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 Employee.  (c)           Employee
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 the
Gross-Up Payment.  Such notification
shall be given as soon as practicable but no later than 10 business days after
Employee is informed in writing of such claim and shall apprise the Company of
the nature of such claim and the date on which such claim is requested to be
paid.  Employee shall not pay such claim
prior to the expiration of the 30-day period following the date on which
Employee 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 Employee in writing
prior to the expiration of such period that it desires to contest such claim,
Employee 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 Employee harmless, on an after-tax basis, for any
Excise Tax or income tax (including interest and penalties with respect
thereto) imposed as a result of such representation and payment of costs and
expenses.  Without limitation on the
foregoing provisions of this Section 9(c), the Company shall control all
proceedings taken in connection with such contest and, at its sole option, may
pursue or forgo any and all administrative appeals, proceedings, hearings and
conferences with the taxing authority in respect of such claim and may, at its
sole option, either direct Employee to pay the tax claimed and sue for a refund
or contest the claim in any permissible manner, and Employee agrees to
prosecute such contest to a determination before any administrative tribunal,
in a court of initial jurisdiction and in one or  12


more appellate courts, as
the Company shall determine; provided  further, that if the
Company directs Employee to pay such claim and sue for a refund, the Company
shall advance the amount of such payment to Employee on an interest-free basis
and shall indemnify and hold Employee harmless, on an after-tax basis, from any
Excise Tax or income tax (including interest or penalties with respect thereto)
imposed with respect to such advance or with respect to any imputed income with
respect to such advance; and provided  further, that any extension
of the statute of limitations relating to payment of taxes for the taxable year
of Employee with respect to which such contested amount is claimed to be due is
limited solely to such contested amount. 
Furthermore, the Companys control of the contest shall be limited to
issues with respect to which a Gross-Up Payment would be payable hereunder and
Employee 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.  (d)           If,
after the receipt by Employee of an amount advanced by the Company pursuant to Section 9(c),
Employee becomes entitled to receive, and receives, any refund with respect to
such claim, Employee shall (subject to the Companys complying with the
requirements of Section 9(c)) promptly pay to the Company the amount of
such refund (together with any interest paid or credited thereon after taxes
applicable thereto).  If, after the
receipt by Employee of an amount advanced by the Company pursuant to Section 9(c),
a determination is made that Employee shall not be entitled to any refund with
respect to such claim and the Company does not notify Employee 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 such advance shall offset, to the
extent thereof, the amount of Gross-Up Payment required to be paid.  (e)           If
the Excise Tax is ultimately determined by the Internal Revenue Service or the
Accounting Firm to be less than the amount taken intoaccount indetermining
the Gross-Up Payment paid pursuant to Section 9(a),Employee shall repay to the Company,
within thirty (30) days after the time that the amount of the reduction in
ExciseTax is so determined, the
portion of the Gross-Up Payment attributable to such reduction.  Section 10.Restrictive
Covenants.  Employee acknowledges
and agrees that (A) the agreements and covenants contained in this Section 10
are (i) reasonable and valid in geographical and temporal scope and in all
other respects, and (ii) essential to protect the value of the Companys
business and assets, and (B) by his employment with the Company, Employee
will obtain knowledge, contacts, know-how, training and experience and there is
a substantial probability that such knowledge, know-how, contacts, training and
experience could be used to the substantial advantage of a competitor of the
Company and to the Companys substantial detriment.  For purposes of this Section 10,
references to the Company shall be deemed to include its subsidiaries.  (a)           Confidential
Information.  At any time during and
after the end of Employees employment with the Company, without the prior
written consent of the Board, except to the extent required by an order of a
court having jurisdiction or under subpoena from an appropriate government
agency, in which event, Employee shall, to the extent legally permitted,
consult with the Board prior to responding to any such order or subpoena, and
except  13


as he in good faith believes necessary or desirable in the performance
of his duties hereunder, Employee shall not disclose to or use for the benefit
of any third party any Confidential Information.  (b)           Non-Competition.Employee
covenants and agrees that during the Restricted Period, Employee shall not,
directly or indirectly, individually or jointly, own any interest in, operate,
join, control or participate as a partner, director, principal, officer, or
agent of, enter into the employment of, act as a consultant to, or perform any
services for any Person (other than the Company), that engages in any
Competitive Activities within the Restricted Area.  Notwithstanding anything herein to the
contrary, this Section 10(b) shall not prevent Employee from
acquiring as an investment securities representing not more than three percent
(3%) of the outstanding voting securities of any publicly-held corporation or
from being a passive investor in any mutual fund, hedge fund, private equity
fund or similar pooled account so long as Employees interest therein is less
than three percent (3%) and he has no role in selecting or managing investments
thereof.  (c)           Non-Interference.  During the Restricted Period, Employee shall
not, directly or indirectly, for his own account or for the account of any
other Person, engage in Interfering Activities.  (d)           Return
of Documents.  In the event of the
termination of Employees employment for any reason, Employee shall deliver to
the Company all of (i) the property of the Company, and (ii) the
documents and data of any nature and in whatever medium of the Company, and he
shall not take with him any such property, documents or data or any reproduction
thereof, or any documents containing or pertaining to any Confidential
Information.  (e)           Proprietary
Information Agreement.  Employee has
signed and agrees to comply with the Proprietary Information Agreement.  (f)            Blue
Pencil.  If any court of competent
jurisdiction shall at any time deem the duration or the geographic scope of any
of the provisions of this Section 10 unenforceable, the other provisions
of this Section 10 shall nevertheless stand and the duration and/or
geographic scope set forth herein shall be deemed to be the longest period
and/or greatest size permissible by law under the circumstances, and the
parties hereto agree that such court shall reduce the time period and/or
geographic scope to permissible duration or size.  (g)           Termination
of Non-Competition Covenant.  Section 10(b) of
this Agreement shall terminate upon a Change in Control.  Section 11.Breach of Restrictive Covenants.  Without limiting the remedies available to the Company, Employee
acknowledges that a breach of any of the covenants contained in Section 10
hereof may result in material irreparable injury to the Company or its
subsidiaries for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event
of such a breach or threat thereof, the Company (or any subsidiary thereof, as
applicable) shall be entitled to obtain a temporary restraining order and/or a
preliminary or permanent injunction, without the necessity of proving
irreparable harm or injury as a result of such breach  14


or threatened
breach of Section 10 hereof, restraining Employee from engaging in
activities prohibited by Section 10 hereof or such other relief as may be
required specifically to enforce any of the covenants in Section 10
hereof.  Notwithstanding any other
provision to the contrary, the Restricted Period shall be tolled during any
period of violation of any of the covenants in Section 10(b) or 10(c) hereof
and during any other period required for litigation during which the Company
seeks to enforce such covenants against Employee or another Person with whom
Employee is affiliated if it is ultimately determined that Employee was in
breach of such covenants.  Section 12.Representations and Warranties of
Employee.  Employee represents and warrants to the Company
that:  (a)           Employees
employment will not conflict with or result in his breach of any agreement to
which he is a party or otherwise may be bound;  (b)           Employee has not
violated, and in connection with his employment with the Company will not
violate, any non-solicitation, non-competition or other similar covenant or
agreement of a prior employer by which he is or may be bound; and  (c)           In connection with
Employees employment with the Company, he will not use any confidential or
proprietary information that he may have obtained in connection with employment
with any prior employer.  Section 13.Taxes.  The Company may withhold from any payments made
under this Agreement all applicable taxes, including but not limited to income,
employment and social insurance taxes, as shall be required by law.  Employee 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.  Section 14.Indemnification.  The Company covenants and agrees that, to the
fullest extent permitted by Delaware law, or the Companys Certificate of
Incorporation or By-laws, it will indemnify and hold Employee harmless from any
and all liability, loss, damage, cost and expense (including reasonable
attorneys fees) which Employee may incur, suffer or be required to pay.  Section 15.Mitigation; Set Off.  The Companys obligation to pay Employee the amounts
provided and to make the arrangements provided hereunder shall not be subject
to set-off, counterclaim or recoupment of amounts owed by Employee to the
Company or its Affiliates.  Employee
shall not be required to mitigate the amount of any payment provided for pursuant
to this Agreement by seeking other employment or otherwise and the amount of
any payment provided for pursuant to this  15


Agreement shall not be
reduced by any compensation earned as a result of Employees other employment
or otherwise.  Section 16.Code Section 409A Compliance.  To the extent any payments or benefits made as a
result of the termination of Employees employment (a) are paid from the
date of termination of Employee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 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 Employees
separation from service if Employee 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 Employee 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).  Section 17.Successors and Assigns; No Third-Party
Beneficiaries.  (a)           The Company.
This Agreement shall inure to the benefit of and be enforceable by, and may be
assigned by the Company to, any purchaser of all or substantially all of the
Companys business or assets or any successor to the Company (whether direct or
indirect, by purchase, merger, consolidation or otherwise).  The Company will require in a writing
delivered to Employee any such purchaser, successor or assignee to expressly
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such purchase,
succession or assignment had taken place. 
The Company may make no other assignment of this Agreement or its
obligations hereunder.  (b)           Employee.  Employees rights and obligations under this
Agreement shall not be transferable by Employee by assignment or otherwise,
without the prior written consent of the Company; provided, however,
that if Employee shall die, all amounts then payable to Employee hereunder
shall be paid in accordance with the terms of this Agreement to Employees
devisee, legatee or other designee or, if there be no such designee, to
Employees estate.  16


(c)           No Third-Party Beneficiaries.  Except as otherwise set forth in Section 8(b) or
Section 17(b) hereof, nothing expressed or referred to in this
Agreement will be construed to give any Person other than the Company and
Employee any legal or equitable right, remedy or claim under or with respect to
this Agreement or any provision of this Agreement.  Section 18.Waiver and Amendments.  Any waiver, alteration, amendment or modification of
any of the terms of this Agreement shall be valid only if made in writing and
signed by each of the parties hereto; provided, however, that any
such waiver, alteration, amendment or modification is consented to on the
Companys behalf by the Board.  No waiver
by either of the parties hereto of their rights hereunder shall be deemed to
constitute a waiver with respect to any subsequent occurrences or transactions
hereunder unless such waiver specifically states that it is to be construed as
a continuing waiver.  Section 19.Severability.  If any covenants or other provisions of this
Agreement are found to be invalid or unenforceable by a final determination of
a court of competent jurisdiction: (a) the remaining terms and provisions
hereof shall be unimpaired, and (b) the invalid or unenforceable term or
provision hereof shall be deemed replaced by a term or provision that is valid
and enforceable and that comes closest to expressing the intention of the
invalid or unenforceable term or provision hereof.  Section 20.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 COMPANY AND EMPLOYEE AGREE THAT THIS
AGREEMENT CONSTITUTES THE MINIMUM CONTACTS TO ESTABLISH PERSONAL JURISDICTION
IN COLORADO AND AGREE TO COLORADO COURTS EXERCISE OF PERSONAL JURISDICTION.  THE COMPANY AND EMPLOYEE FURTHER AGREE THAT
ANY DISPUTES RELATING TO THIS AGREEMENT SHALL BE BROUGHT IN THE COURTS LOCATED
IN THE STATE OF COLORADO.  Section 21.Intentionally Omitted.  Section 22.Costs of Enforcement.If any contest or dispute shall arise under this Agreement, each party
hereto shall bear its own legal fees and expenses, provided, however,
that in the event the Employee prevails with respect to a substantial
aspect  of such contest or dispute, the
Company shall be required to reimburse the Employee for reasonable legal fees
and expenses incurred by him in connection therewith.  Section 23.Notices.  (a)           Every
notice or other communication relating to this Agreement shall be  17


in writing, and shall be mailed to or delivered to the party for whom
it is intended at such address as may from time to time be designated by it in
a notice mailed or delivered to the other party as herein provided, provided
that, unless and until some other address be so designated, all notices or
communications by Employee to the Company shall be mailed or delivered to the
Company at its principal executive office, and all notices or communications by
the Company to Employee may be given to Employee personally or may be mailed to
Employee at Employees last known address, as reflected in the Companys
records.  (b)           Any
notice so addressed shall be deemed to be given:  (i) if delivered by hand, on the date of
such delivery; (ii) if mailed by courier or by overnight mail, on the
first business day following the date of such mailing; and (iii) if mailed
by registered or certified mail, on the third business day after the date of
such mailing.  Section 24.Section Headings.  The headings of the sections
and subsections of this Agreement are inserted for convenience only and shall
not be deemed to constitute a part thereof, affect the meaning or
interpretation of this Agreement or of any term or provision hereof.  Section 25.Entire Agreement.  This Agreement constitutes
the entire understanding and agreement of the parties hereto regarding the
employment of Employee.  This Agreement
supersedes all prior negotiations, discussions, correspondence, communications,
understandings and agreements between the parties relating to the subject
matter of this Agreement, including, without limitation, the First Amended
Agreement.  Section 26.Survival of Operative Sections.  Upon any termination of
Employees employment, the provisions of Section 8 through Section 27
of this Agreement (together with any related definitions set forth in Section 1
hereof) shall survive to the extent necessary to give effect to the provisions
thereof.  Section 27.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 constitute one and the same instrument.  The execution of this Agreement may be by
actual or facsimile signature.  *              *              *  [Signatures
appear on the following page.]  18


IN WITNESS WHEREOF, the undersigned have executed
this Second Amended and Restated Employment Agreement as of the date first
above written.  ALLOS THERAPEUTICS, INC./s/ Marc H. GraboyesBy:
  Marc H. GraboyesTitle:
  Vice President, General CounselPAUL L. BERNS/s/ Paul L. Berns  19