HANA
      BIOSCIENCES, INC.

     

    RESTRICTED
      STOCK AGREEMENT


     

    This
      Restricted Stock Agreement (this
      “Agreement”)
      made
      effective as of June 30, 2006, is by and between Hana Biosciences, Inc., a
      Delaware corporation having a place of business at 400 Oyster Point Boulevard,
      Suite 215, South San Francisco, California 94080 (the “Company”),
      and
      Mark J. Ahn (“Executive”).

     

    INTRODUCTION

     

    A.       Pursuant
      to an Employment Agreement between the Company and Executive dated November
      1,
      2003, as amended October 21, 2004, December 19, 2005, and June 30, 2006, (the
      “Employment
      Agreement”)
      and
      certain Stock Option Agreements between the Company and the Executive dated
      November 1, 2003, February 15, 2004, February 26, 2004, and July 20, 2004 (each
      a “Stock
      Option”
and,
      collectively, the “Stock
      Options”)
      the
      Company granted Executive options to purchase an aggregate of 952,305 shares
      of
      the Company’s common stock, as adjusted to reflect stock splits, combinations,
      mergers and other adjustments prior to the date hereof.

    


    B.       On
      May 9, 2006, Executive exercised a portion of the November 1, 2003 Stock Option
      relating to 164,508 shares, and following such exercise there are 787,797 shares
      remaining available for exercise under the Stock Options.

     

    C.       Due
      to the tax implications of Section 409A of the Internal Revenue Code of 1986,
      as
      amended (the “Code”),
      the
      Company and Executive have agreed to amend the Stock Options in order to
      increase the exercise prices thereof to equal the fair market value of the
      common stock as of the dates of each Stock Option pursuant to an Amendment
      to
      Stock Option Agreements of even date herewith between the Company and
      Executive.

    


    D.       To
      compensate Executive for the increase to the exercise prices, the Company
      desires to issue Executive 74,887 shares of restricted common stock, subject
      to
      the terms set forth herein and subject to the terms of the Stock Incentive
      Plan.

    


    E.       Additionally,
      under Section 5(f) of the Employment Agreement, Executive was entitled to
      receive an aggregate of 419,262 options following the Company’s completion of
      its October 2005 private placement offering and the Company’s completion of its
      May 2006 registered direct offering (the “Anti-Dilution
      Options”).
      In
      lieu of receiving the Anti-Dilution Options, Company desires to issue 410,000
      shares of restricted common stock of the Company to Executive and Executive
      desires to accept such restricted common stock of the Company is lieu of
      receiving the Anti-Dilution Options subject to the terms set forth herein and
      subject to the terms of the Stock Incentive Plan. 

     

    AGREEMENT

     

    Now,
      Therefore,
      it is
      agreed as follows:

     

    1.       Grant
      of Stock.
      Subject
      to the terms and provisions of this Agreement and the Company’s 2004 Stock
      Incentive Plan, as amended, (the “Stock
      Incentive Plan”),
      the
      Company hereby grants to Executive 484,887 shares of Company common stock (such
      shares are referred to hereinafter as the “Shares”).
      Upon
      the execution of this Agreement, the Shares shall be registered on the books
      of
      the Company, and the Company shall cause the transfer agent and registrar of
      its
      common stock to issue certificates in Executive’s name evidencing the Shares,
      each certificate for an amount of Shares equaling the number of Shares which
      vest on each date set forth in Paragraph 4 hereof (collectively, the
“Stock
      Certificates”).
      Executive shall immediately thereafter deposit with the Company, together with
      corresponding stock powers endorsed in blank by Executive, the Stock
      Certificates to be held by the Company until such time as the restrictions
      set
      forth herein and under the Stock Incentive Plan have lapsed for the respective
      Shares pursuant to paragraph 4 of this Agreement. The Stock Certificates shall
      each bear a legend in substantially the following form:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    The
      transferability of this certificate and the shares of Common Stock represented
      by it are subject to the terms and conditions of a Restricted Stock Agreement
      dated June 30, 2006 entered into between the registered owner and the Company.
      A
      copy of the agreement is on file in the office of the secretary of the
      Company.

    


     

    2.       Rights
      of Executive.
      Upon
      the execution of this Agreement and issuance of the Shares, Executive shall
      become a stockholder with respect to the Shares and shall have all of the rights
      of a stockholder with respect to the Shares, including the right to vote the
      Shares and to receive all dividends and other distributions paid with respect
      to
      the Shares; provided,
      however,
      that
      the Shares shall be subject to the restrictions set forth in paragraph 3 of
      this
      Agreement.

     

    3.       Restrictions.
      Executive agrees that, in addition to the restrictions set forth in the Stock
      Incentive Plan, at all times prior to the vesting of the Shares as contemplated
      by paragraph 4 hereof:

     

           (a)       Executive
      shall not sell, transfer, pledge, hypothecate or otherwise encumber the Shares;
      and

     

           (b)       If
      Executive’s employment with the Company is terminated for any reason whatsoever,
      or Executive violates the terms of any confidentiality agreement,
      non-solicitation covenant or covenant not to compete, however delineated, then,
      subject to paragraph 4 hereof, Executive shall, for no consideration, forfeit
      and transfer to the Company all of the Shares that remain subject to the
      restrictions set forth in this paragraph 3.

     

    4.       Lapse
      of Restrictions.
      The
      restrictions set forth in paragraph 3 shall lapse: (i) with respect to 42,500
      Shares on October 24, 2006; (ii) with respect to 57,613 Shares on January 1,
      2007; (iii) with respect to 4,313 Shares on February 15, 2007; (iv) with respect
      to 3,765 Shares on February 26, 2007; (v) with respect to 162,500 Shares on
      May
      19, 2007; (vi) with respect to 9,196 Shares on July 21, 2007; (vii) with respect
      to 42,500 Shares on October 24, 2007; and (viii) with respect to 162,500 of
      the
      Shares on May 19, 2008. Upon request of Executive at any time after the date
      that the restrictions set forth in paragraph 3 of this Agreement have lapsed
      with respect to any Shares and such Shares have become vested, free and clear
      of
      all restrictions, except as provided in the Stock Incentive Plan, the Company
      shall remove any restrictive notations placed on the books of the Company and
      the respective Stock Certificates in connection with such
      restrictions.

     

    5.       Copy
      of 2004 Stock Incentive Plan.
      By the
      execution of this Agreement, Executive acknowledges receipt of a copy of the
      Stock Incentive Plan, the terms of which are hereby incorporated herein by
      reference and made a part hereof by reference as if set forth in
      full.

     

        
      6.         Administration.
      This
      Agreement shall at all times be subject to the terms of the Stock Incentive
      Plan. The Board of Directors of the Company (the “Board”)
      or, if
      delegated to a committee of the Board of Directors of the Company under the
      Stock Incentive Plan, the committee (the “Committee”)
      shall
      have the sole and complete discretion with respect to all matters reserved
      to it
      by the Stock Incentive Plan and decisions of the Board or the Committee with
      respect thereto and to this Agreement shall be final and binding upon Executive.
      In the event of any conflict between the terms of this Agreement and the Stock
      Incentive Plan, the provisions of the Stock Incentive Plan shall govern and
      control.

     

    
      
         

      

      
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    7.       Continuation
      of Employment.
      This
      Agreement shall not confer upon Executive, and shall not be construed to confer
      upon Executive, any right to continue in the employ of the Company for any
      period of time, and shall not limit the rights of the Company in its sole
      discretion (absent any other agreements to the contrary), to terminate the
      employment of Executive at any time, with or without cause, for any reason
      or no
      reason, or to change Executive’s job responsibilities or rate of
      compensation.

     

    8.       Withholding
      of Tax.
      To the
      extent that the receipt of the Shares or the lapse of any restrictions thereon
      results in income to Executive for federal or state income-tax purposes,
      Executive shall deliver to the Company at the time of such receipt or lapse,
      as
      the case may be, such amount of money or shares of unrestricted stock as the
      Company may require to meet its withholding obligation under applicable tax
      laws
      or regulations, and, if Executive fails to do so, the Company is authorized
      to
      withhold from any cash or stock remuneration then or thereafter payable to
      Executive any tax required to be withheld by reason of such resulting
      compensation income. The Executive may have Shares withheld to satisfy the
      withholding tax obligation pursuant to an election under the Stock Incentive
      Plan.

     

    9.       Section
      83(b) Election.
      Executive understands that he (and not the Company) shall be responsible for
      his
      own federal, state, local or foreign tax liability and any of his other tax
      consequences that may arise as a result of the transactions contemplated by
      this
      Agreement. Executive shall rely solely on the determinations of his tax advisors
      or his own determinations, and not on any statements or representations by
      the
      Company or any of its agents, with regard to all such tax matters. Executive
      understands that Section 83 of the Code, taxes as ordinary income the difference
      between the amount paid for the Shares and the fair market value of the Shares
      as of the date any restrictions on the Shares lapse. In this context,
“restriction” includes without limitation the vesting restrictions set forth in
      paragraph 4 hereof. “Restriction” with respect to officers, directors and 10%
      stockholders also means the period during which such officer, director and
      10%
      stockholders could be subject to suit under Section 16(b) of the Securities
      Exchange Act of 1934 in connection with a sale. Executive understands that
      Executive may elect to be taxed at the time the Shares are received rather
      than
      when and as the restrictions on the Shares lapse or expire by filing an election
      under Section 83(b) of the Code with the Internal Revenue Service within 30
      days
      from the date of the acquisition. In the event Executive files an election
      under
      Section 83(b) of the Code, such election shall contain all information required
      under the applicable treasury regulation(s) and Executive shall deliver a copy
      of such election to the Company contemporaneously with filing such election
      with
      the Internal Revenue Service.

     

    EXECUTIVE
      ACKNOWLEDGES THAT IT IS EXECUTIVE’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO
      FILE TIMELY THE ELECTION UNDER SECTION 83(B) OF THE CODE, EVEN IF EXECUTIVE
      REQUESTS THAT THE COMPANY OR ITS REPRESENTATIVES MAKE THIS FILING ON EXECUTIVE’S
      BEHALF.

     

    10.       Governing
      Law.
      This
      Agreement, in its interpretation and effect, shall be governed by the laws
      of
      the State of Delaware applicable to contracts executed and to be performed
      therein.

     

    11.       Amendments.
      This
      Agreement may be amended only by a written agreement executed by the Company
      and
      Executive.

     

    
      
         

      

      
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    12.       Entire
      Agreement.
      This
      Agreement embodies the entire agreement made between the parties hereto with
      respect to matters covered herein and shall not be modified except in accordance
      with paragraph 11 of this Agreement.

     

    13.       Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original, but all of which shall constitute but one and the same
      agreement. Signatures hereto may be delivered by facsimile or other means of
      electronic transmission, and signatures so delivered shall be valid and binding
      to the same extent as original signatures.

     

    SIGNATURES
      APPEAR ON FOLLOWING PAGE

     

    


     


    
      
         

      

      
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    In
      Witness Whereof,
      the
      parties have executed this Restricted Stock Agreement to be effective as of
      the
      date first set forth above.

     

    
      	 	 	 
	 	HANA
              BIOSCIENCES, INC.:
	 
 	 
 	 
 
	 	By:  	/s/
              John P. Iparraguirre
	 	
              
John
              P. Iparraguirre
	 	Vice
              President, Chief Financial Officer
	 	
            
	 	
              EXECUTIVE:

            
	 	 
	 	 
	 	
              /s/
                Mark J. Ahn
                
                


            
	 	
              Print
                Name: Mark J. Ahn

            




     

    
      
         

      

      
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