EXHIBIT 10.10

                              EMPLOYMENT AGREEMENT

         THIS  EMPLOYMENT  AGREEMENT  (the  "AGREEMENT"),  is entered into as of
November1,  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 RUSSELL SKIBSTED, residing at 27855
Moody Road, Los Altos Hills, CA 94022 (the "EMPLOYEE").

                              W I T N E S S E T H:

         WHEREAS, the Company desires to continue to employ the Employee as Vice
President,  Chief Financial Officer of the Company,  and the Employee desires to
continue to serve the Company in those capacities, upon the terms and subject to
the conditions contained in this Agreement;

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

         1. Employment.

                  (a) Services.  The Employee will be employed by the Company as
its Vice President and Chief Financial 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,  and while he remains  employed,  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.

         The  Employee's  employment  under this  Agreement  (the "Term")  shall
commence as of November 15, 2004 (the "Effective Date") and shall continue for a
term of three (3) years,  unless sooner terminated pursuant to Section 8 of this
Agreement.  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  survive  the
expiration or  termination  hereof.  The Term may be extended for additional one
(1) year periods upon mutual written consent of the Employee and the Board.

         3. Best Efforts; Place of Performance.

                  (a)  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) The duties to be performed by the Employee hereunder shall
be  performed  primarily  at the office of the  Company in South San  Francisco,
California,  subject to reasonable travel requirements on behalf of the Company,
or such other place as the Board may reasonably designate.

         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:

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                  (a) Base Salary.  The Company shall pay Employee a salary (the
"Base Salary") equal to One Hundred Seventy Five Thousand Dollars ($175,000) and
reviewed  annually by the CEO and Board of  Directors  during the Term.  Payment
shall be made semi-monthly, on the 15th and the last day of each calendar month.

                  (b) Signing Bonus.  The Company shall pay the Employee a bonus
of $40,000 on January 15, 2005 . =

                  (c)  Incentive  Bonus.  The  Company  shall  pay the  Employee
periodic incentive bonuses (each an "INCENTIVE Bonus") based upon the successful
accomplishment  of milestones to be determined by the Chief Executive Officer of
the Company.  Target bonus for 2004 is 30% of Employee's  Base Salary payable in
2004, then follow the guideline approved by the Board in 2005 and thereafter.

                  (d)  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
5.

                  (e) Stock Options. As additional compensation for the services
to be rendered by the Employee  pursuant to this  Agreement,  the Company  shall
grant the Employee stock options ("STOCK OPTIONS") to purchase 150,000 shares of
Common Stock of the Company.  The Stock  Options shall vest, if at all, in three
(3) equal  installments on each  anniversary of your employment or the Effective
Date. The Stock Options shall be exercisable at an initial  exercise price equal
to $3.34,  which represents the Company's  management's best estimate of the per
share value of the amount of stock in question.  In connection  with such grant,
the Employee  shall enter into the  Company's  standard  stock option  agreement
which will  incorporate  the  foregoing  vesting  schedule  and the Stock Option
related  provisions  contained in Section 9 below. The Board of Directors of the
Company  shall  annually  review  the  number of Stock  Options  granted  to the
Employee to determine whether an increase in the number thereof is warranted.

                  (f) Expenses. The Company shall reimburse the Employee for all
normal,  usual and necessary expenses incurred by the Employee in furtherance of
the  business  and  affairs  of the  Company,  including  reasonable  travel and
entertainment,  upon timely  receipt by the Company of  appropriate  vouchers or
other proof of the Employee's  expenditures and otherwise in accordance with any
expense reimbursement policy as may from time to time be adopted by the Company.

                  (g) 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,  pension plans,  employee stock purchase  plans,  profit sharing
plans,  bonus 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 shall reimburse the Employees for his reasonable  medical licensing fees
and other  professional dues (including state and federal bar fees and dues). In
addition,  the Company will provide  fully paid D&O  insurance  coverage for the
employee.

                  (h) 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. The Employee shall not be entitled to carry any vacation forward to
the next year of employment  and shall not receive any  compensation  for unused
vacation  days,  without  the prior  written  approval  of the  Chief  Executive
Officer.

         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,  confidential  or proprietary  scientific or technical  information,
data,  formulas and related  concepts,  business  plans (both  current and under


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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.  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  to the  Company.  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  request  and  in  any  event   immediately  upon  termination  of
employment, except as expressly authorized by the Company.

                  (b) Except with prior  written  authorization  by the Company,
the Employee agrees not to knowingly disclose or publish any of the 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) The  Employee  agrees  that all  inventions,  discoveries,
improvements and patentable or  copyrightable  works  ("INVENTIONS")  initiated,
conceived or made by him, either alone or in conjunction with others, during the
Term 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).  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  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 may in its sole  discretion
agree to waive the Company's  rights  pursuant to this Section 5(c) with respect
to any  Invention  that is not directly or  indirectly  related to the Company's
business.  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 such  Inventions in any and all countries,  and to
that end the Employee will execute all documents necessary:

                           (i) to apply for,  obtain and vest in the name of the
Company alone (unless the Company otherwise directs) 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

                           (ii) to defend 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)  The  Employee  acknowledges  that  while  performing  the
services under this Agreement the 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 may be of potential  interest to the Company or 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.

                  (e)  The  provisions  of this  Section  5  shall  survive  any
termination of this Agreement.

         6. Non-Competition, Non-Solicitation and Non-Disparagement.

                  (a) The Employee  understands and recognizes that his services
to the Company are special and unique and that in the course of performing  such
services the Employee  will have access to and  knowledge  of  Confidential  and


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<PAGE>

Proprietary  Information (as defined in Section 5) and the Employee agrees that,
during the Term and for a period of three (3) months thereafter, he shall not in
any manner,  directly or indirectly,  on behalf of himself or any person,  firm,
partnership,  joint venture,  corporation or other business  entity  ("PERSON"),
enter into or engage in any business  which is engaged in any business  directly
competitive  with the business of the Company,  either as an individual  for his
own  account,  or as a  partner,  joint  venturer,  owner,  Employee,  employee,
independent contractor,  principal,  agent,  consultant,  salesperson,  officer,
director or shareholder of a Person in a business  competitive  with the Company
within the  geographic  area of the Company's  business,  which is deemed by the
parties hereto to be worldwide.  Notwithstanding  the  foregoing,  if Employee's
employment  is  terminated  under  Section 8(c) or 8(d) of this  Agreement or if
Employees  employment  is  terminated  by the Company  without Cause (as defined
herein), the preceding shall not apply and such restrictions on Employee's shall
not exist.  The  Employee  acknowledges  that,  due to the unique  nature of the
Company's  business,  the loss of any of its  clients  or  business  flow or the
improper  use of its  Confidential  and  Proprietary  Information  could  create
significant  instability  and cause  substantial  damage to the  Company and its
affiliates and therefore the Company has a strong  legitimate  business interest
in  protecting  the  continuity of its business  interests  and the  restriction
herein  agreed to by the Employee  narrowly and fairly  serves such an important
and critical business  interest of the Company.  For purposes of this Agreement,
the  Company  shall be deemed to be  actively  engaged on the date hereof in the
acquisition, development and commercialization of pharmaceutical drug candidates
and providing consulting services in connection therewith,  and in the future in
any other business in which it actually devotes substantive  resources to study,
develop or pursue.  Notwithstanding  the  foregoing,  nothing  contained in this
Section  6(a) shall be deemed to prohibit  the  Employee  from (i)  acquiring or
holding,  solely for investment,  publicly traded securities of any corporation,
some or all of the activities of which are competitive  with the business of the
Company so long as such  securities do not, in the  aggregate,  constitute  more
than three percent (3%) of any class or series of outstanding securities of such
corporation.

                  (b) During the Term and for a period of 12 months  thereafter,
the  Employee  shall not,  directly or  indirectly,  without  the prior  written
consent of the Company:

                           (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 hire for any purpose any  employee  of the  Company or any  affiliate  or any
employee who has left the employment of the Company or any affiliate  within one
year of the  termination of such  employee's  employment with the Company or any
such  affiliate or at any time in violation of such  employee's  non-competition
agreement with the Company or any such affiliate; or

                           (ii) solicit or accept  employment  or be retained by
any Person  who, at any time  during the term of this  Agreement,  was an agent,
client or customer of the Company or any of its  affiliates  where his  position
will be related to the business of the Company or any such  affiliate;  or (iii)
solicit or accept 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

                           (iv) 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;  provided,
however,  that this provision  shall not be construed to prohibit  Employee from
soliciting a party from which the Company licenses  technology or is negotiating
to license  technology  to  license to the  Employee  (or a future  employer  or
affiliate of Employee) an unrelated technology.

                  (c) The Company and the  Employee  each agree that both during
the Term and at all times thereafter, neither party shall directly or indirectly
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.

                  (d) 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


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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.

                  (e) Each of the rights and remedies enumerated in Section 6(d)
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.

                  (f) 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.

                  (g)  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:

                           (i)  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.

                           (ii) 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. The Employee's employment hereunder shall be terminated
upon the Employee's death and may be terminated as follows:

                  (a) The Employee's  employment  hereunder may be terminated by
the Board of Directors of the Company for Cause. Any of the following actions by
the Employee shall constitute "CAUSE":

                           (i) The willful failure,  disregard or refusal by the
Employee to perform  his duties  hereunder;  (ii) Any  willful,  intentional  or
grossly  negligent  act by the  Employee  having  the effect of  injuring,  in a
material way (whether  financial or otherwise and as determined in good-faith by
a majority of the Board of Directors of the Company), the business or reputation
of the  Company or any of its  affiliates,  including  but not  limited  to, any
officer,  director,  Employee  or  shareholder  of  the  Company  or  any of its
affiliates;

                           (iii)  Willful  misconduct by the Employee in respect
of the duties or obligations of the Employee  under this  Agreement,  including,
without  limitation,  insubordination  with  respect  to  any  legal  directions
received by the Employee from the Board of Directors of the Company;


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                           (iv) The  Employee's  indictment  of any  felony or a
misdemeanor  involving  moral  turpitude  (including  entry of a nolo contendere
plea);

                           (v)  The  determination  by  the  Company,   after  a
reasonable  and  good-faith  investigation  by the  Company  following a written
allegation by another employee of the Company, that the Employee engaged in some
form of harassment prohibited by law (including, without limitation, age, sex or
race  discrimination),  unless the Employee's actions were specifically directed
by the Board of Directors of the Company;

                           (vi)  Any  misappropriation  or  embezzlement  of the
property  of the Company or its  affiliates  (whether  or not a  misdemeanor  or
felony);

                           (vii) Breach by the Employee of any of the provisions
of Sections 5, 6 or 7 of this Agreement; and

                           (viii)  Breach by the  Employee of any  provision  of
this  Agreement  other than those  contained  in Sections 5, 6 or 7 which is not
cured by the Employee  within thirty (30) days after notice  thereof is given to
the Employee by the Company.

                  (b) The Employee's  employment  hereunder may be terminated by
the Board of  Directors  of the Company due to the  Employee's  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(b),  the Employee  agrees to
make  himself  available  and to cooperate in any  reasonable  examination  by a
reputable independent physician retained by the Company.

                  (c) 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%)  or more 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 50% of such voting  power on the date of this  Agreement,  or (ii) the
future 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) 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 (it
being understood that a reduction of benefits applicable to all employees of the
Corporation,  including  the  Employee,  shall not be deemed a reduction  of the
Employee's compensation package for purposes of this definition).

         9. Compensation upon Termination.


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                  (a) 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,  (x) his Base Salary and any accrued and any
unpaid Bonus and expense  reimbursement amounts through the date of his Death or
Disability.  All  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.  All 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 90 days.

                  (b) If the Employee's employment is terminated by the Board of
Directors of the Company for Cause or if the Employee voluntarily terminates his
employment  for any reason or no reason (other than for Good  Reason),  then the
Company  shall  pay to the  Employee  his Base  Salary  through  the date of his
termination  and the  Employee  shall have no further  entitlement  to any other
compensation  or benefits  from the  Company.  All 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 90 days.

                  (c) 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 continue to pay to the Employee his Base
Salary and benefits  until the earlier of (a) the remainder of the Term, and (b)
six months following such termination. All Stock Options that have not vested as
of the date of such  termination  shall be accelerated and deemed to have vested
as of such date.

                  (d) Notwithstanding anything to the contrary contained herein,
the Employee's  employment may be terminated by the Company for any reason or no
reason;  provided,  however,  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  9(b) or (c),  then the Company  shall
continue  to (i) pay to the  Employee  his Base  Salary for a period of one year
following such termination,  and (ii) pay the Employee any expense reimbursement
amounts owed through the date of  termination.  The Company's  obligation  under
clauses (i) in 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 the termination of his employment.  All Stock Options that are
scheduled  to vest by the end of the  contract  year in which  such  termination
occurs  shall be  accelerated  and deemed to have  vested as of the  termination
date.  All 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) This  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.

                  (f)  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
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


                                       7
<PAGE>

California,  San Mateo  County,  or the  United  States  District  Court for the
appropriate  district of  California,  and agree that service of process in such
arbitration or court proceedings shall be satisfactorily made upon it if 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,  and the Employee's rights and obligations
hereunder,  may not be  assigned  by the  Employee.  The  Company may assign its
rights,  together with its  obligations,  hereunder in connection with any sale,
transfer or other  disposition  of all or  substantially  all of its business or
assets.

                  (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  mails.  Either  party may
designate another address,  for receipt of notices hereunder by giving notice to
the other party in accordance with this paragraph (g).

                  (h)  This  Agreement  sets  forth  the  entire  agreement  and
understanding  of  the  parties  relating  to the  subject  matter  hereof,  and
supersedes all prior  agreements,  arrangements and  understandings,  written or
oral,  relating to the subject  matter  hereof.  No  representation,  promise or
inducement has been made by either party that is not embodied in this Agreement,
and neither  party  shall be bound by or liable for any alleged  representation,
promise or inducement not so set forth.

                  (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.

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


                                       8
<PAGE>

                                            HANA BIOSCIENCES, INC.


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


                                            EMPLOYEE


                                            By: /s/ Russell Skibsted
                                                --------------------------------
                                                Name: Russell Skibsted


                                       9