EXHIBIT
10.23  ALLOS THERAPEUTICS, INC.
AMENDED AND RESTATED EMPLOYMENT AGREEMENT  MARC H. GRABOYES  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 MARC H. GRABOYES(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 October 11, 2004;  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 Vice
President, General Counsel 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 October 11, 2004.  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  1


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 its Vice
President, General Counsel.  At the
outset of employment, Executive shall report to the Companys Chief Executive
Officer.  Executive shall devote his best
efforts and his full business time, skill and attention to the performance of
his duties on behalf of the Company.  Of
course, the Company reserves the right to modify Executives job duties and
responsibilities as necessary.  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 $255,467 per annum. 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.  The Board
of Directors may adjust the Executives compensation from time to time in its
sole and complete discretion.  6.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 25% 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 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 Employee.  7.             Intentionally
omitted.  8.             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.  2


(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 personal time off and sick leave
according to the Companys benefits package.  9.             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.  10.          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, 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 paragraph 10(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  3


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 B), 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 six (6) months following the Termination Date, paid on the same
basis and at the same time as previously paid; (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
six (6) months following a termination without Just Cause or resignation
for Good Reason; 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 (Change in Control Termination), and upon
the execution of a Release, Executive shall be entitled to receive the
following Change in Control severance benefits: 
(i) a lump-sum cash payment in an amount equal to (A) Executives
annual base salary then in effect, plus (B) 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 twelve (12) 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 six (6) months
following a Change in Control Termination, up to maximum of $7,500 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s) payment of health
insurance premiums will satisfy its obligations under COBRA for the period
provided.  No insurance premium payments
will be made following the effective date of Executives coverage by a health
insurance plan of a subsequent employer. 
For the balance of the period that Executive is entitled  4


to coverage under federal
COBRA law, if any, Executive shall be entitled to maintain such coverage at
Executives own expense.  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 any
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.In the event Executive institutes and prevails in litigation regarding
the validity or enforceability of, or liability under, any material provision
of this Section 10 or any guarantee of performance thereof, the Executive
shall be entitled to payment of his reasonable attorneys fees and expenses by
the Company.  11.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 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 Vice President, General Counsel, 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 11(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  5


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 10(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 11(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.  12.          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 10(d) and
10(e) herein, regarding salary continuation and the payment of COBRA
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.  13.          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  6


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).  14.          PARACHUTE
TAXES.  (a)The following terms shall have the meanings set forth
below for purposes of this Section 14:  (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.  (iv)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.  (v)Safe Harbor Amount
means 2.99 times Executives base amount, within the meaning of Section 280G(b)(3) of
the Code.  (vi)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.  (b)If any Payment due Executive is subject to the Excise
Tax, then such Payment shall be adjusted, if necessary, to equal the greater of
(x) the Safe Harbor Amount or (y) the Payment, whichever results in
such Executives receipt, After-Tax, of the greatest amount of the Payment. The
reduction of Executives Payments pursuant to this Section 14, 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 10(e)(v),
(iv), (ii), (iii) and (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.  7


(c)All determinations required to be made under this Section 14,
including whether and in what manner any Payments are to be reduced pursuant to
the second sentence of Section 14(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
fifteen (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.  15.          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, or benefits provided by the Company pursuant to
this Agreement.  (b)           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 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.  (c)           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.  (d)           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.  (e)           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.  (f)            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  8


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.  (g)           Entire Agreement.This Agreement together with the Exhibits Aand B attached hereto 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.  [Remainder
of Page Intentionally Left Blank]  9


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/ Marc H.
  GraboyesMarc H. GraboyesAddress:
  535 Jack Pine Ct.Boulder, CO 80304  10


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.
  
  MARC
  H. GRABOYESBy:Name:Title:Date:
  
  
  Date: