EXHIBIT 10.8

                              EMPLOYMENT AGREEMENT

         THIS AGREEMENT (the "AGREEMENT"),  dated as of October 21, 2004, by and
between HANA BIOSCIENCES,  INC., a Delaware  corporation with principal Employee
offices at 400 Oyster Point Boulevard,  Suite 215, South San Francisco, CA 94080
(the "COMPANY"),  and GREGORY I. BERK, residing at 1999 Broadway, San Francisco,
CA 94109 (the "EMPLOYEE").

                              W I T N E S S E T H:

         WHEREAS,  the Company desires to employ the Employee as Vice President,
Chief  Medical  Officer of the Company,  and the  Employee  desires to serve the
Company in that  capacity,  upon the terms hereof and subject to the  conditions
contained in this Agreement;

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereby agree as follows:

         1. Employment.

                  (a) Services.  The Employee will be employed by the Company as
its Vice  President and Chief Medical  Officer.  The Employee will report to the
Chief Executive Officer and shall perform such duties as are consistent with the
position of Chief  Financial  Officer for a company of similar size and stage of
development  (the  "SERVICES").  The  Employee  agrees to  perform  such  duties
faithfully,  to devote all of his working  time,  attention  and energies to the
business  of the Company  (except as  described  below and except for  customary
vacation periods and reasonable  periods of illness or other  incapacity),  and,
while he  remains  employed,  except  as set forth in  Section 3 hereof,  not to
engage in any other  business  activity  that is in conflict with his duties and
obligations to the Company.

                  (b)  Acceptance.  Employee  hereby accepts such employment and
agrees to render the Services.

         2. Term.  Employee's  employment under this Agreement shall commence as
of  November 1, 2004 (the  "EFFECTIVE  DATE") and shall  continue  for a term of
three  (3)  years,  unless  sooner  terminated  pursuant  to  Section  8 of this
Agreement  (the  "TERM").  Notwithstanding  anything to the  contrary  contained
herein,  the provisions of this Agreement  governing  protection of Confidential
Information  shall  continue  in effect as  specified  in Section 5 hereof,  and
shall, for the period specified  therein,  survive the expiration or termination
of this Agreement.

         3. Performance of Services.

                  (a) Best Efforts.  The Employee shall devote substantially all
of his business time,  attention and energies to the business and affairs of the
Company  and shall use his best  efforts to advance  the best  interests  of the
Company and shall not during the Term be actively  engaged in any other business
activity,  without the  permission of the Company,  whether or not such business
activity is pursued for gain,  profit or other  pecuniary  advantage,  that will
interfere with the  performance  by the Employee of his duties  hereunder or the
Employee's availability to perform such duties or that will adversely affect, or
negatively reflect upon, the Company.

                  (b)  Permitted  Activities.  Notwithstanding  anything  to the
contrary in this  Agreement,  Employee may engage in other  business  activities
which do not directly  conflict with his ability to perform the duties set forth
hereunder.  Employee may  participate  in other  businesses  and/or render other

<PAGE>

services,  provided such  participation or services do not materially  adversely
affect his performance hereunder.

                  (c) Place of  Performance.  The duties to be  performed by the
Employee hereunder shall be performed  primarily at the office of the Company in
South San  Francisco,  California,  or at such other  place as the  Company  may
designate in the San Francisco Bay Area,  except for reasonably  required travel
on Company's business.

4. Compensation. As full compensation for the performance by the Employee of his
duties under this Agreement, the Company shall pay the Employee as follows:

                  (a) Base  Salary.  The  Company  shall pay  Employee an annual
salary  equal to One  Hundred  Fifty  Thousand  Dollars  ($150,000)  (the  "BASE
SALARY").  All  increases  to the Base Salary shall be  considered  on an annual
basis by the by the CEO and Board of  Directors,  at the end of each year of the
Term, in a manner  consistent with the Company's  compensation  policies then in
force. Except as otherwise provided herein,  payment of the Base Salary shall be
made by Company  to  Employee  bi-monthly,  on the 15th and the last day of each
calendar month of the Term.

                  (b)  Withholding.  The Company shall  withhold all  applicable
federal, state and local taxes and social security and such other amounts as may
be required by law from all amounts  payable to the Employee  under this Section
4.

                  (c)  Expenses.  The Company  shall  reimburse the Employee for
reasonable,  business  expenses  incurred by Employee in the  performance of his
duties,  subject  to the  Company's  policies  in effect  from time to time with
respect  to  travel,   entertainment  and  other  expenses,   including  without
limitation,  requirements  with respect to reporting and  documentation  of such
expenses.  Reasonable business expenses shall include  reimbursement of Employee
for all reasonable  costs  associated with Employee's  fulfilling his continuing
education  requirements  and  obtaining or  maintaining  requisite  professional
certifications,  and  shall  also  include  medical  licensing  fees  and  other
professional  dues  (including  state and  federal  bar fees and  dues).  In all
events,  as it  relates  to  Employee's  travel,  and  reimbursement  of  travel
expenses, Employee may travel at least: business class for domestic, first class
for  international  flights,  and in a  manner  otherwise  consistent  with  the
Company's practices for senior management personnel.

                  (d) Other  Benefits.  The  Employee  shall be  entitled to all
rights and  benefits  for which he shall be eligible  under any benefit or other
plans (including, without limitation, dental, medical, medical reimbursement and
hospital plans,  disability and life insurance  plans,  pension plans,  employee
stock  purchase  plans,  profit  sharing  plans,  and other  so-called  "fringe"
benefits) as the Company shall make available to its senior  Employees from time
to time. In addition, the Company will provide fully paid D&O insurance coverage
for Employee.

                  (e) Vacation. The Employee shall, during the Term, be entitled
to a vacation of three (3) weeks per annum, in addition to holidays  observed by
the Company.


                                       2
<PAGE>

         5. Confidential Information and Inventions.

                  (a)  The  Employee  recognizes  and  acknowledges  that in the
course  of his  duties  he is  likely to  receive  confidential  or  proprietary
information owned by the Company,  its affiliates or third parties with whom the
Company  or  any  such   affiliates   has  an  obligation  of   confidentiality.
Accordingly, during and after the Term, the Employee agrees to keep confidential
and not knowingly disclose or make accessible to any other person or use for any
other purpose other than in connection  with the fulfillment of his duties under
this Agreement,  any Confidential and Proprietary Information (as defined below)
owned by, or received by or on behalf of, the Company or any of its  affiliates.
"Confidential  and  Proprietary  Information"  shall  include,  but shall not be
limited to, information known to Employee or in Employee's  possession,  that is
confidential  or proprietary,  scientific or technical,  which may include data,
formulas  and  related   concepts,   business  plans  (both  current  and  under
development),  client lists, promotion and marketing programs, trade secrets, or
any  other  confidential  or  proprietary   business   information  relating  to
development programs, costs, revenues, marketing, investments, sales activities,
promotions,  credit  and  financial  data,  manufacturing  processes,  financing
methods, plans or the business and affairs of the Company or of any affiliate or
client  of the  Company,  which  information  is  deemed  or  otherwise  clearly
designated   "confidential"  or  "proprietary"  by  the  Company.  The  Employee
expressly   acknowledges  the  trade  secret  status  of  the  Confidential  and
Proprietary  Information and that the Confidential  and Proprietary  Information
constitutes a protectable business interest of the Company. The Employee agrees:
(i) not to use any such Confidential and Proprietary  Information for himself or
others;  and (ii) not to take any Company material or  reproductions  (including
but not limited to writings,  correspondence,  notes, drafts, records, invoices,
technical and business  policies,  computer  programs or disks) thereof from the
Company's  offices at any time during his  employment by the Company,  except as
required in the  execution of the  Employee's  duties.  The  Employee  agrees to
return  immediately all Company  material and  reproductions  (including but not
limited,  to  writings,   correspondence,   notes,  drafts,  records,  invoices,
technical  and business  policies,  computer  programs or disks)  thereof in his
possession to the Company upon Company's  request,  and in any event immediately
upon  termination  of employment,  except as may be expressly  authorized by the
Company.

                  (b) Except with prior  written  authorization  by the Company,
the  Employee  agrees not to  knowingly  disclose  or publish  Confidential  and
Proprietary Information, or any confidential,  scientific, technical or business
information of any other party to whom the Company or any of its affiliates owes
an obligation of confidence, at any time during or after his employment with the
Company.

                  (c) Employee has set forth all (if any)  inventions,  original
works of authorship,  developments,  improvements,  and trade secrets which were
made by Employee prior to Employee's  employment  with the Company in Schedule A
attached hereto (collectively  referred to as "PRIOR INVENTIONS"),  which belong
to the Employee,  which relate to the Company's proposed  business,  products or
research and development,  and which are not assigned to the Company  hereunder;
or, if no such list is  attached,  Employee  represents  that  there are no such
Prior  Inventions.  Employee  agrees  that  during  the  Term,  all  inventions,
discoveries, improvements and patentable or copyrightable works directly related
to the  Company's  business  ("INVENTIONS")  initiated,  conceived  or  made  by
Employee in the direct  performance of his duties hereunder,  either alone or in
conjunction  with  others,  shall be the sole  property  of the  Company  to the
maximum extent permitted by applicable law, and, to the extent permitted by law,
shall be "works  made for hire" as that term is  defined  in the  United  States
Copyright  Act (17  U.S.C.A.,  Section  101).  For the  avoidance of doubt,  the
Company shall be the sole owner of all patents, copyrights, trade secret rights,
and other  intellectual  property or other rights in connection  therewith.  The
following Inventions will be the sole and exclusive property of the Company, and
Employee will and hereby does assign all Employee's right, title and interest in
such  Inventions  to the  Company,  except as  provided  in  Section  5(d):  (i)
Inventions  that are  developed  using the  equipment,  supplies,  facilities or
Confidential  Information of the Company; or (ii) Inventions that result from or
are suggested by work performed by Employee for the Company; or (iii) Inventions
that  directly  relate  to  the  business,  or to  the  actual  or  demonstrably


                                       3
<PAGE>

anticipated  research or development of the Company. The Employee hereby assigns
to the Company all right,  title and interest he may have or acquire in all such
Inventions; provided, however, that the Board of Directors of the Company hereby
waives any rights of the  Company  with  respect  to any  Invention  that is not
directly  related to the  Company's  business or Employee's  performance  of his
duties  hereunder.  The Employee  further  agrees to assist the Company in every
proper  way (but at the  Company's  expense)  to  obtain  and from  time to time
enforce  patents,  copyrights  or  other  rights  on  Inventions  in any and all
countries, and to that end the Employee will execute all documents necessary:

                  (A)      to  apply  for,  obtain  and  vest in the name of the
                           Company alone (unless the Company otherwise directs),
                           at Company's sole cost, letters patent, copyrights or
                           other analogous  protection in any country throughout
                           the world and when so obtained or vested to renew and
                           restore the same; and

                  (B)      to defend,  at Company's  sole cost,  any  opposition
                           proceedings in respect of such  applications  and any
                           opposition  proceedings or petitions or  applications
                           for revocation of such letters  patent,  copyright or
                           other analogous protection.

                  (d) Employee understands that the provisions of this Agreement
requiring  assignment of Inventions to the Company do not apply to any invention
that  satisfies  all  of  the  following:  (i)  Employee  develops  entirely  on
Employee's own time; and (ii) Employee develops without using Company equipment,
supplies,  facilities, or trade secret information; and (iii) do not result from
any work performed by Employee for the Company;  and (iv) do not directly relate
at the time of conception or reduction to practice to the Company's business, or
to its actual or  demonstrably  anticipated  research or  development.  Any such
invention  will be owned  entirely by  Employee,  even if  developed by Employee
during  the time  period in which  the  Employee  is  employed  by the  Company.
Employee  will advise the Company  promptly  in writing of any  inventions  that
Employee  believes  meet the criteria for exclusion set forth herein and are not
otherwise   disclosed  on  Schedule  A.   Employee  will  not  file  any  patent
applications  relating to such  Inventions  without  first  obtaining an express
release from a duly authorized representative of Company.

                  (e) The  Employee  acknowledges  that  during the Term,  while
performing Services,  Employee may locate,  identify and/or evaluate patented or
patentable  inventions  having  commercial  potential in the fields of pharmacy,
pharmaceutical, biotechnology, healthcare, technology and other fields which are
directly related to Company's  business or the business of one of its affiliates
(the  "THIRD-PARTY  INVENTIONS").  The Employee  understands,  acknowledges  and
agrees  that  all  rights  to,  interests  in or  opportunities  regarding,  all
Third-Party  Inventions  identified  by the Company,  any of its  affiliates  or
either of the foregoing persons' officers,  directors,  employees (including the
Employee),  agents or consultants during the Employment Term shall be and remain
the sole  and  exclusive  property  of the  Company  or such  affiliate  and the
Employee shall have no rights whatsoever to such Third-Party Inventions and will
not pursue for himself or for others any transaction relating to the Third-Party
Inventions which is not on behalf of the Company.

                  (f) The  provisions  of this Section 5 shall,  for the periods
specified herein, survive any termination of this Agreement.

         6. Restrictions on Solicitation and Competition.

                  (a)  During  the  Term,  and  for a  period  of one  (1)  year
following the termination or expiration of this  Agreement,  Employee shall not,
directly or indirectly, without the prior written consent of the Company:


                                       4
<PAGE>

                           (i) solicit or induce any  employee of the Company or
any of its affiliates to leave the employ of the Company or any such  affiliate;
or

                           (ii)  solicit the  business  of any agent,  client or
customer  of the  Company or any of its  affiliates  with  respect to  products,
services or investments  similar to those provided or supplied by the Company or
any of its affiliates; or

                           (iii) solicit a license of technology,  including but
not  limited to,  patents or patent  applications  relating to such  technology,
relating to a pharmaceutical product candidate from any party (A) from which the
Company or its  affiliates  license such  technology or (B) any party with which
the Company or any of its  affiliates has within the six months prior to the end
of the Term been  negotiating to obtain a license of such technology  (each such
party, a "COMPANY LICENSOR");  provided,  however, that this provision shall not
be construed to prohibit  Employee from soliciting a Company Licensor to license
to the  Employee  (or a future  employer or  affiliate of Employee) a technology
unrelated to any that are the subject of an existing or contemplated  license to
the Company.

                  (b) The Company and the  Employee  each agree that both during
the Term and at all times thereafter,  neither party shall disparage, whether or
not true,  the name or reputation  of the other party or any of its  affiliates,
including but not limited to, any officer, director,  employee or shareholder of
the Company or any of its affiliates.

                  (c) In the event that the Employee  breaches any provisions of
Section 5 or this Section 6 or there is a threatened  breach,  then, in addition
to any  other  rights  which the  Company  may have,  the  Company  shall (i) be
entitled,  without the posting of a bond or other security, to injunctive relief
to enforce the  restrictions  contained in such Sections and (ii) have the right
to  require  the  Employee  to  account  for and pay  over  to the  Company  all
compensation,   profits,  monies,   accruals,   increments  and  other  benefits
(collectively "BENEFITS") derived or received by the Employee as a result of any
transaction  constituting  a breach of any of the  provisions of Sections 5 or 6
and the Employee  hereby agrees to account for and pay over such Benefits to the
Company.

                  (d) Each of the rights and remedies enumerated in this Section
6 shall be  independent  of the  others,  and shall be in addition to and not in
lieu of any other  rights and  remedies  available  to the  Company at law or in
equity. If any of the covenants  contained in this Section 6, or any part of any
of them, is hereafter  construed or adjudicated to be invalid or  unenforceable,
the same shall not affect the  remainder  of the covenant or covenants or rights
or  remedies  which  shall be given full  effect  without  regard to the invalid
portions.  If any of the  covenants  contained  in this  Section 6 is held to be
invalid or  unenforceable  because of the duration of such provision or the area
covered  thereby,  the parties  agree that the court  making such  determination
shall have the power to reduce the duration and/or area of such provision and in
its reduced form such provision  shall then be  enforceable.  No such holding of
invalidity  or  unenforceability  in one  jurisdiction  shall  bar or in any way
affect the Company's right to the relief provided in this Section 6 or otherwise
in the courts of any other state or jurisdiction  within the geographical  scope
of such  covenants  as to breaches of such  covenants  in such other  respective
states or jurisdictions,  such covenants being, for this purpose, severable into
diverse and independent covenants.

                  (e) In the  event  that an actual  proceeding  is  brought  in
equity to enforce the  provisions  of Section 5 or this  Section 6, the Employee
shall not urge as a defense  that there is an  adequate  remedy at law nor shall
the Company be prevented from seeking any other remedies which may be available.
The Employee agrees that he shall not raise in any proceeding brought to enforce
the  provisions of Section 5 or this Section 6 that the  covenants  contained in
such Sections limit his ability to earn a living.


                                       5
<PAGE>

                  (f)  The  provisions  of this  Section  6  shall  survive  any
termination of this Agreement.

         7. Representations and Warranties by the Employee.  The Employee hereby
represents and warrants to the Company as follows:

                  (a) Neither the  execution or delivery of this  Agreement  nor
the  performance by the Employee of his duties and other  obligations  hereunder
violate or will violate any statute,  law,  determination  or award, or conflict
with or  constitute  a default or breach of any  covenant  or  obligation  under
(whether  immediately,  upon the  giving of notice or lapse of time or both) any
prior employment agreement,  contract, or other instrument to which the Employee
is a party or by which he is bound.

                  (b) The Employee has the full right,  power and legal capacity
to enter  and  deliver  this  Agreement  and to  perform  his  duties  and other
obligations  hereunder.  This Agreement constitutes the legal, valid and binding
obligation of the Employee enforceable against him in accordance with its terms.
No  approvals  or  consents  of any persons or  entities  are  required  for the
Employee to execute and deliver  this  Agreement or perform his duties and other
obligations hereunder.

         8.  Termination.  Subject to the terms of Section 9 hereof,  Employee's
employment hereunder may be terminated as follows:

                  (a) Death or Disability.  Company may terminate this Agreement
upon  Employee's  death  or  Disability.  For  purposes  of  this  Agreement,  a
termination for "DISABILITY"  shall occur (i) when the Board of Directors of the
Company has provided a written termination notice to the Employee supported by a
written statement from a reputable  independent physician to the effect that the
Employee  shall have become so  physically  or mentally  incapacitated  as to be
unable to  resume,  within  the  ensuing  twelve  (12)  months,  his  employment
hereunder  by reason of  physical  or mental  illness  or  injury,  or (ii) upon
rendering  of a written  termination  notice by the  Board of  Directors  of the
Company after the Employee has been unable to  substantially  perform his duties
hereunder  for 90 or  more  consecutive  days,  or  more  than  120  days in any
consecutive  twelve month period, by reason of any physical or mental illness or
injury.  For purposes of this Section 8(a), the Employee  agrees to make himself
available  and  to  cooperate  in  any  reasonable  examination  by a  reputable
independent  physician  retained by the Company.  Company shall bear the cost of
such  examination,  and  the  determination  of  any  such  physician  shall  be
determinative.

                  (b) For Cause. The Company shall have the right at any time to
terminate Employee's employment  immediately for Cause (as hereinafter defined).
For purposes of this Agreement, the term "Cause" is limited to the following:

                           (i) If  Employee  shall  breach or violate any of the
provisions of Sections 5 and 6 of this  Agreement,  or shall fail to comply with
any other material term or condition of this Agreement,  after Company  provides
Employee with notice of any alleged breach and a reasonable  period (but no less
than thirty (30) days) and opportunity to cure same; provided,  however, that no
such notice and opportunity to cure shall be required if such breach,  violation
or failure to comply is incapable of being cured.

                           (ii)  If  Employee  engages  in  willful  misconduct,
materially  neglects the Company's business after Company provides Employee with
notice of any alleged material neglect and a reasonable period (but no less than
thirty (30) days) and  opportunity  to cure same,  is convicted of a felony,  or
misappropriates funds or other property.

                           (iii) If  Employee  shall  have  failed or refused to
carry out the  reasonable  and lawful  instructions  of the CEO or his  designee
(other than as a result of illness or disability)  concerning  duties or actions
consistent  with  Employee's  position;  provided,  however,  that  Company  has


                                       6
<PAGE>

provided Employee with notice of any alleged failure or refusal and a reasonable
period  (but no less than  thirty  (30)  days)  and  opportunity  to cure  same;
provided further,  however, that no such notice and opportunity to cure shall be
required if such failure or refusal is incapable of being cured.

                           (iv) In the event Employee's  employment hereunder is
terminated for Cause, Employee's obligations under Sections 5 and 6 hereof shall
survive such termination of employment pursuant to their terms.

                  (c) Change of Control. The Employee's employment hereunder may
be terminated by the Board of Directors of the Company (or its  successor)  upon
the occurrence of a Change of Control.  For purposes of this Agreement,  "CHANGE
OF CONTROL" means (i) the  acquisition,  directly or  indirectly,  following the
date hereof by any person (as such term is defined in Section 13(d) and 14(d)(2)
of the  Securities  Exchange Act of 1934, as amended),  in one  transaction or a
series of related  transactions,  of securities of the Company  representing  in
excess of fifty percent (50%) of the combined voting power of the Company's then
outstanding  securities if such person or his or its  affiliate(s) do not own in
excess  of  fifty  percent  (50%)  of  such  voting  power  on the  date of this
Agreement,  or (ii) the disposition by the Company  (whether direct or indirect,
by sale of  assets or  stock,  merger,  consolidation  or  otherwise)  of all or
substantially  all of its business and/or assets in one transaction or series of
related  transactions (other than a merger effected  exclusively for the purpose
of changing the domicile of the Company).

                   (d) Good Reason. The Employee's  employment  hereunder may be
terminated  by the  Employee for Good  Reason.  For purposes of this  Agreement,
"GOOD  REASON"  shall  mean  any of the  following:  (i) the  assignment  to the
Employee  of  duties   inconsistent  with  the  Employee's   position,   duties,
responsibilities,  titles or  offices as  described  herein;  (ii) any  material
reduction by the Corporation of the Employee's duties and  responsibilities;  or
(iii)  any  reduction  by the  Corporation  of the  Employee's  compensation  or
benefits payable hereunder.

                  (e)  At-Will  Employment.   Notwithstanding  anything  to  the
contrary contained in this Agreement, Employee understands and acknowledges that
his  employment by the Company is on an at-will basis.  Accordingly,  subject to
the provisions Section 9 hereof, the Company may terminate Employee's employment
with the Company for any reason or no reason, with or without Cause.

         9. Compensation upon Termination.

                  (a)  Death or  Disability.  If the  Employee's  employment  is
terminated as a result of his death or Disability,  the Company shall pay to the
Employee or to the Employee's estate, as applicable,  Employee's Base Salary and
shall  immediately pay to Employee any accrued and any unpaid  compensation  and
expense reimbursement amounts through the date of death or Disability. Any stock
options that are scheduled to vest by the end of the calendar year in which such
termination  occurs  shall be  accelerated  and deemed to have  vested as of the
termination  date.  Any stock  options  that  have not  vested  (or been  deemed
pursuant to the immediately preceding sentence to have vested) as of the date of
termination  shall be deemed to have expired as of such date.  Any stock options
that have vested as of the date of the Employee's death or Disability (including
any options  deemed to have vested  pursuant to this section  9(a)) shall remain
exercisable for a period of ninety (90) days.

                  (b) For Cause.  If the Employee's  employment is terminated by
the Board of Directors of the Company for Cause,  then the Company  shall pay to
the Employee the Base Salary and shall  immediately  pay to Employee any accrued
and any unpaid compensation and expense  reimbursement  amounts through the date
of  termination.  Employee  shall  have  no  further  entitlement  to any  other
compensation  or benefits  from the  Company.  Any stock  options  that have not
vested as of the date of termination  shall be deemed to have expired as of such
date.  Any  stock  options  that have  vested  as of the date of the  Employee's
termination shall remain exercisable for a period of ninety (90) days.


                                       7
<PAGE>

                  (c)  Change  of  Control.  If  the  Employee's  employment  is
terminated by the Company (or its successor)  upon the occurrence of a Change of
Control, the Company (or its successor,  as applicable) shall immediately pay to
Employee  any accrued  and any unpaid  compensation  and  expense  reimbursement
amounts  through the date of  termination,  and Company shall continue to pay to
the  Employee  his Base  Salary  pursuant  to the terms of  Section 4, until the
earlier of (a) the remainder of the Term,  and (b) six (6) months six (6) months
following the date of such  termination.  Any stock options that have not vested
as of the date of such  termination  shall be accelerated and shall be deemed to
have vested as of the date of such termination.

                  (d)  Other  Termination.   If  the  Employee's  employment  is
terminated  by the  Company  other than as a result of the  Employee's  death or
Disability  and other than for reasons  specified in Sections 8 (a), (b) or (c),
then the Company  shall (i)  continue to pay to the  Employee  his Base  Salary,
pursuant to the terms of Section 4, for a period of one (1) year  following such
termination,  and (ii)  immediately  pay to Employee  any accrued and any unpaid
compensation and expense  reimbursement amounts through the date of termination.
The Company's  obligation  under clause (i) of the preceding  sentence  shall be
subject to offset by any amounts  otherwise  received by the  Employee  from any
employment  during the one year period  following  such  termination.  Any stock
options that are scheduled to vest by the end of the contract year in which such
termination occurs shall be accelerated and shall be deemed to have vested as of
the  termination  date.  Any stock  options that have not vested (or been deemed
pursuant to the immediately preceding sentence to have vested) as of the date of
termination shall be deemed to have expired as of such date.

                  (e) Continuation of Benefits.  Unless Employee's employment is
terminated for Cause pursuant to Section 8(b), Company shall continue to provide
to  Employee  group  health  plan  benefits  to  the  extent  authorized  by and
consistent with 29 U.S.C. ss. 1161 et seq. (commonly known as "COBRA"), with the
cost of the  regular  premium  for such  benefits  shared  in the same  relative
proportion  by the Company and Employee as in effect on the date of  termination
for the same periods as any payments made pursuant to Sections (a)-(d) above.

                  (f) Section 9 sets forth the only  obligations  of the Company
with respect to the  termination of the Employee's  employment with the Company,
and the Employee  acknowledges that, upon the termination of his employment,  he
shall not be entitled  to any  payments  or  benefits  which are not  explicitly
provided  in Section  9. The  provisions  of this  Section 9 shall  survive  any
termination of this Agreement.

         10. Miscellaneous.

                  (a) This  Agreement  shall be governed by, and  construed  and
interpreted in accordance  with,  the laws of the State of  California,  without
giving effect to its principles of conflicts of laws.

                  (b) Any dispute arising out of, or relating to, this Agreement
or the breach  thereof  (other than  Sections 5 or 6 hereof),  or regarding  the
interpretation thereof, shall be finally settled by arbitration conducted in San
Francisco,  California in accordance with the rules of the American  Arbitration
Association  then in effect before a single  arbitrator  appointed in accordance
with such rules.  Judgment  upon any award  rendered  therein may be entered and
enforcement  obtained thereon in any court having  jurisdiction.  The arbitrator
shall have authority to grant any form of appropriate  relief,  whether legal or
equitable  in nature,  including  specific  performance.  For the purpose of any
judicial  proceeding to enforce such award or incidental to such  arbitration or
to compel  arbitration and for purposes of Sections 5 and 6 hereof,  the parties
hereby  submit to the  non-exclusive  jurisdiction  of the Supreme  Court of the
State of California,  San Francisco  County, or the United States District Court
for the Northern  District of  California,  and agree that service of process in
such arbitration or court proceedings  shall be  satisfactorily  made upon it if


                                       8
<PAGE>

sent by registered mail addressed to it at the address  referred to in paragraph
(g) below.  The costs of such  arbitration  shall be borne  proportionate to the
finding of fault as determined by the  arbitrator.  Judgment on the  arbitration
award may be entered by any court of competent jurisdiction.

                  (c) This  Agreement  shall be  binding  upon and  inure to the
benefit   of  the   parties   hereto,   and  their   respective   heirs,   legal
representatives, successors and assigns.

                  (d) This Agreement,  or Employee's obligations hereunder,  may
not be assigned  by either  party,  except  that  Company may assign its rights,
together  with its  obligations,  hereunder  in  connection  with any  Change of
Control.
                  (e) This Agreement cannot be amended orally,  or by any course
of conduct or  dealing,  but only by a written  agreement  signed by the parties
hereto.

                  (f) The  failure  of either  party to insist  upon the  strict
performance  of any of the terms,  conditions  and  provisions of this Agreement
shall not be  construed  as a waiver  or  relinquishment  of  future  compliance
therewith,  and such terms, conditions and provisions shall remain in full force
and effect.  No waiver of any term or condition of this Agreement on the part of
either party shall be effective for any purpose whatsoever unless such waiver is
in writing and signed by such party.

                  (g) All notices, requests,  consents and other communications,
required or  permitted to be given  hereunder,  shall be in writing and shall be
delivered personally or by an overnight courier service or sent by registered or
certified mail, postage prepaid, return receipt requested, to the parties at the
addresses  set forth on the first  page of this  Agreement,  and shall be deemed
given when so delivered  personally or by overnight courier, or, if mailed, five
days  after the date of  deposit in the United  States  mail.  Either  party may
designate another address,  for receipt of notices hereunder by giving notice to
the other party in accordance with this Section (g).

                  (h) This Agreement  constitutes the entire  agreement  between
the   Parties   and   set  out  all   the   covenants,   promises,   warranties,
representations,  conditions,  understandings and agreements between the Parties
pertaining  to the subject  matter of this  Agreement and  supersedes  all prior
employment  agreements,  understandings,  negotiations and discussions,  whether
oral or written. There are no covenants, promises, warranties,  representations,
conditions,  understandings  or  other  agreements,  oral or  written,  express,
implied or collateral  between the Parties in connection with the subject matter
of this Agreement except as specifically set forth in this Agreement,  or as may
be otherwise set forth in writing by the parties in the future.

                  (i) As used  in this  Agreement,  "AFFILIATE"  of a  specified
person  shall mean and include any person  controlling,  controlled  by or under
common control with the specified Person.

                  (j) The section  headings  contained  herein are for reference
purposes only and shall not in any way affect the meaning or  interpretation  of
this Agreement.

                  (k)  This   Agreement   may  be  executed  in  any  number  of
counterparts,  each of which  shall  constitute  an  original,  but all of which
together shall constitute one and the same instrument.


                             Signature page follows.


                                       9
<PAGE>

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the date first above written.


                                                HANA BIOSCIENCES, INC.


                                                By:   /s/ Mark J. Ahn
                                                      --------------------------
                                                Name: Mark Ahn, Ph.D.
                                                Title:President and CEO



                                                EMPLOYEE:


                                                By:   Gregory I. Berk
                                                      --------------------------
                                                Name: Gregory I. Berk, M.D.



                                       10