Untitled Document



SUBSCRIPTION
AGREEMENT




Genta
Incorporated  

Two Connell Drive  

Berkeley Heights, New Jersey 07922 


Gentlemen: 


The undersigned
(the “Investor”) hereby confirms its  agreement with you as follows: 


     1. This  Subscription  Agreement  (this  “Agreement”) is  made  as  of  the  date
set  forth  below  between  Genta  Incorporated,  a Delaware  corporation  (the  “Company”),
and  the Investor. 


     2. The Company has  authorized  the sale and issuance to  certain  investors of up to
19,000,000  shares (the  “Shares”)  of its Common  Stock,  par value  $0.001
per share,  together  with  associated  preferred stock purchase rights (the “Common
Stock”),  subject  to  adjustment  by the  Company’s  Board of  Directors,  or
a committee  thereof,  for a purchase  price of  $2.15 per share (the “Purchase Price”). 


     3. The  offering  and  sale  of  the  Shares  (the  “Offering”)  are  being  made
pursuant  to (1)  an  effective  Registration  Statement on Form S-3  (including the
Prospectus  contained therein (the “Base  Prospectus”),  the “Registration
Statement”)  filed  by the  Company  with the  Securities  and  Exchange  Commission
(the  “Commission”),  (2) if applicable,  certain “free writing
prospectuses” (as that term is defined  in Rule 405 under the  Securities  Act of
1933,  as  amended),  that have or will be filed with the  Commission  and delivered  to
the  Investor  on or  prior to the  date  hereof  and (3) a  Prospectus  Supplement  (the
“Prospectus  Supplement” and  together  with  the  Base  Prospectus,  the
“Prospectus”)  containing  certain  supplemental  information  regarding  the
Shares and terms of the  Offering  that will be filed with the  Commission  and
delivered  to the  Investor  along  with  the  Company’s counterpart to this
Agreement. 


     4. The  Company  and  the  Investor  agree  that  the  Investor  will  purchase from the
Company and the Company will  issue and sell to the  Investor  the  Shares  of Common
Stock  set forth  below for the  aggregate  purchase  price set forth  below.  The Shares
shall be  purchased  pursuant to the Terms  and  Conditions  for  Purchase  of Shares
attached  hereto as Annex  I and  incorporated  herein  by  this  reference  as if
fully set forth  herein.  The Investor  acknowledges  that the  offering is not being
underwritten  by the  placement  agents  (the  “Placement  Agents”) named in
the Prospectus  Supplement  and that there is no minimum offering amount. 


     5 .The manner of settlement  of the Shares  purchased by  the Investor  shall be  determined
by such Investor as follows  (check one): 


	[____]	 A.	Delivery  by  electronic  book-entry  at  The  Depository Trust Company (“DTC”),
registered in  the  Investor’s  name and  address  as set forth  below,  and
released  by  Mellon  Investor  Services,  the  Company’s  transfer  agent  (the
“Transfer  Agent”),  to  the  Investor  at  the  Closing. NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL:






		(I) 	 	DIRECT THE BROKER-DEALER AT WHICH THE ACCOUNT OR ACCOUNTS TO BE CREDITED WITH THE SHARES ARE MAINTAINED TO SET UP A DEPOSIT/WITHDRAWAL AT CUSTODIAN (“DWAC”) INSTRUCTING THE TRANSFER AGENT TO CREDIT SUCH ACCOUNT OR ACCOUNTS WITH THE SHARES, AND 













		(II) 	 	REMIT BY WIRE TRANSFER THE AMOUNT OF FUNDS EQUAL TO THE AGGREGATE PURCHASE PRICE FOR THE SHARES BEING PURCHASED BY THE INVESTOR TO THE FOLLOWING ACCOUNT:




	 	THE CITIBANK PRIVATE BANK

666 Fifth Avenue, 5th
Floor

New York, NY 10103

ABA # 021-000-089

Account Name: Genta
Incorporated

Account Number: 64-588-309	 


     – OR
– 


	[____] 	 B. 	 	 Delivery  versus  payment  (“DVP”)  through  DTC  (i.e.,  the  Company  shall
deliver  Shares  registered  in the  Investor’s  name and address  as set forth
below and  released by the Transfer  Agent to the  Investor at the  Closing  directly  to
the  account(s)  at  Cowen  & Co.,  LLC  identified  by the Investor  and
simultaneously  therewith  payment  shall  be  made  from  such  account(s)  to  the
Company  through  DTC).  NO  LATER  THAN  ONE  (1)  BUSINESS  DAY  AFTER  THE  EXECUTION
OF THIS  AGREEMENT BY THE INVESTOR AND  THE COMPANY, THE INVESTOR SHALL: 





		(I) 	 	NOTIFY
COWEN & CO.,  LLC OF THE  ACCOUNT OR  ACCOUNTS  AT  COWEN  & CO.,  LLC  TO  BE
CREDITED  WITH THE  SHARES  BEING  PURCHASED  BY SUCH INVESTOR, AND





		(II) 	 	CONFIRM
THAT THE  ACCOUNT  OR  ACCOUNTS  AT  COWEN & CO.,  LLC TO BE  CREDITED  WITH  THE
SHARES  BEING  PURCHASED  BY  THE  INVESTOR  HAVE  A  MINIMUM  BALANCE  EQUAL  TO  THE
AGGREGATE  PURCHASE  PRICE  FOR  THE  SHARES  BEING PURCHASED BY THE INVESTOR.





IT  IS  THE
INVESTOR’S  RESPONSIBILITY  TO  (A)  MAKE  THE  NECESSARY  WIRE  TRANSFER  OR
CONFIRM  THE  PROPER  ACCOUNT  BALANCE IN A TIMELY MANNER AND (B) ARRANGE FOR  SETTLEMENT
BY  WAY OF DWAC OR DVP IN A TIMELY  MANNER.  IF THE INVESTOR DOES  NOT DELIVER THE
AGGREGATE  PURCHASE  PRICE FOR THE SHARES OR  DOES NOT MAKE PROPER  ARRANGEMENTS FOR
SETTLEMENT IN A TIMELY  MANNER,  THE  SHARES MAY NOT BE  DELIVERED  AT CLOSING TO THE
INVESTOR OR THE  INVESTOR  MAY BE  EXCLUDED  FROM THE CLOSING  ALTOGETHER. 


6.  The
Investor  represents  that,  except as set forth  below,  (a) it has had no position,
office or other  material  relationship  within the past three  years with the Company or
persons known to it to be  affiliates  of the Company,  (b) it  is not a NASD  member or
an  Associated  Person  (as such term  is defined under the NASD  Membership and
Registration  Rules  Section  1011)  as  of  the  Closing,  and  (c)  neither  the
Investor  nor any  group  of  Investors  (as  identified  in a  public  filing  made
with  the  Commission)  of  which  the  Investor  is a part in  connection  with the
offering  of the  Shares,  acquired,  or obtained  the right to acquire,  20% or  more of
the Common Stock (or  securities  convertible  into or  exercisable  for  Common  Stock)
or the  voting  power of the  Company on a post-transaction basis.  Exceptions: 

	
      

    

	(If no exceptions, write “none.” If left blank, response
  will be deemed to be “none.”)



7.  The
Investor  represents  that it has  received  the  final Base  Prospectus,  dated May 11,
2004,  which is a part  of  the  Company’s  Registration  Statement,  and  any  free
writing  prospectus,  prior  to  or  in  connection  with  the  receipt  of  this
Agreement  and  the  Prospectus  Supplement  along  with  the  Company’s
counterpart  to  this  Agreement  (collectively, the “Disclosure Package”). 


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Number of
Shares:_____________________________________ 


Purchase
Price Per Share: $_____________________________


Aggregate
Purchase Price: $______________________________ 



     Please
confirm that the foregoing correctly sets  forth the agreement between us by signing in
the space  provided below for that purpose. 




	 	Dated as of: March __, 2006
	 	 
	 	

	 	INVESTOR
	 	 
	 	By:____________________________________________________
	 	Print Name:______________________________________________
	 	Title:___________________________________________________
	 	Address:________________________________________________
	  	                ________________________________________________
	 	                ________________________________________________







	Agreed
      and Accepted 

      this ___ day of March, 2006:	 
	 	 
	GENTA INCORPORATED	 
	 	 
	 	 
	By:__________________________________________	 
	Title:	 




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ANNEX I


TERMS AND
CONDITIONS FOR PURCHASE OF SHARES


     1.
Authorization  and  Sale  of  the  Shares.  Subject to the terms and  conditions  of this
Agreement,  the  Company has authorized the sale of the Shares. 


     2.
Agreement  to Sell and  Purchase the Shares;  Placement Agents. 


          2.1 At  the  Closing  (as  defined  in Section 3.1),  the Company will sell to the Investor,
and the  Investor will  purchase  from the Company,  upon the terms and  conditions  set
forth  herein,  the number of Shares set forth  on the last page of the  Agreement  to
which  these  Terms and  Conditions  for  Purchase  of Shares are  attached  as Annex I(the  “Signature  Page”)  for  the  aggregate  purchase  price  therefor set
forth on the Signature Page. 


          2.2 The Company  proposes to enter into  substantially  this same form of  Subscription
Agreement with  certain other  investors (the “Other  Investors”)  and expects
to  complete  sales of Shares to them.  The  Investor  and the  Other  Investors  are
hereinafter  sometimes  collectively  referred to as the  “Investors,” and this
Agreement  and the  Subscription  Agreements  executed by the Other  Investors are
hereinafter  sometimes  collectively  referred  to  as  the  “Agreements.” 


          2.3 Investor  acknowledges  that  the  Company  intends  to  pay  Cowen  & Co.,  LLC  and
Rodman  & Renshaw,  LLC (the  “Placement  Agents”) a fee (the “Placement
Fee”) in respect of the sale of Shares to the Investor. 


          2.4 The  Company  has  entered  into  a  Placement  Agent  Agreement,  dated  March  6,  2006
(the  “Placement  Agreement”)  and  indemnities  with the  Placement  Agents
that  contains  certain  representations,  warranties,  covenants,  agreements  of the
Company that may be relied upon  by the  Investor,  which  shall be a third  party
beneficiary  thereof.  A  copy  of the  Placement  Agreement  is  available  upon request. 


     3. Closings  and  Delivery  of the  Shares  and  Funds. 


          3.1 Closing.  The  completion  of  the  purchase  and sale of the Shares (the  “Closing”)
shall occur  at a place and time (the  “Closing  Date”) to be  specified by
the  Company  and  the  Placement  Agents,  and of  which  the  Investors  will  be
notified  in  advance  by  the  Placement  Agents,  in accordance with Rule 15c6-1
promulgated under the  Securities  Exchange Act of 1934,  as amended  (the  “Exchange
Act”).  At the  Closing,  (a)  the  Company  shall  cause  the  Transfer  Agent to
deliver  to the  Investor  the  number  of  Shares  set  forth on the  Signature  Page
registered  in the  name of the  Investor  or,  if so  indicated  on the  Investor
Questionnaire  attached  hereto as Exhibit A, in the name of a  nominee  designated  by
the  Investor  and (b)  the  aggregate  purchase  price  for  the  Shares  being
purchased  by  the  Investor  will be  delivered  by or on behalf of the  Investor  to
the Company. 


          3.2 (a)  Conditions  to  the  Company’s  Obligations.  The Company’s obligation to
issue and  sell the Shares to the  Investor  shall be subject to: (a) the  receipt by the
Company of the  purchase  price for the Shares  being  purchased  hereunder as set forth
on the Signature Page  and (b) the  accuracy of the  representations  and  warranties
made  by  the  Investor  and  the  fulfillment  of  those  undertakings  of the  Investor
to be  fulfilled  prior to the  Closing Date. 


               (b)
            Conditions  to  the  Investor’s  Obligations.  The  Investor’s  obligation  to
purchase  the Shares  will be subject to the  accuracy  of the  representations  and
warranties  made by the  Company and the  fulfillment  of  those  undertakings  of  the
Company  to  be  fulfilled  prior  to  the  Closing  Date,  including  without
limitation,  those contained in the Placement  Agreement,  and  to the  condition  that
the  Placement  Agents shall not have:  (a) terminated the Placement  Agreement  pursuant
to the terms  thereof or (b)  determined  that the  


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conditions to
the closing  in the  Placement  Agreement  have  not  been  satisfied.  The  Investor’s
obligations  are expressly not  conditioned on the  purchase  by any or all of the Other
Investors  of the Shares  that they have agreed to purchase from the Company. 


          3.3
Delivery of Funds. 


               (a)
      Delivery  by  Electronic  Book-Entry at The Depository  Trust  Company.  If the Investor
elects  to  settle  the  Shares  purchased  by  such  Investor  through  delivery by
electronic  book-entry at DTC, no later  than  one  (1)  business  day  after  the
execution  of this  Agreement  by the  Investor  and  the  Company,  the  Investor  shall
remit by wire  transfer  the  amount of funds  equal to  the aggregate  purchase  price
for the shares being  purchased  by the Investor to the  following  account  designated
by the  Company  and the  Placement  Agents  pursuant  to the terms of  that certain
Escrow Agreement (the “Escrow  Agreement”)  dated  as of March 6, 2006,  by and
among the Company,  the Placement  Agents and Brown Raysman  Millstein  Felder & Steiner
LLP (the  “Escrow Agent”): 

	 	 THE CITIBANK PRIVATE BANK

666 Fifth Avenue, 5th
Floor

New York, NY 10103

ABA # 021-000-089

Account Name: Genta
Incorporated

Account Number: 64-588-309	 


               Such
funds  shall be held in escrow  until  the  Closing  and  delivered  by the  Escrow
Agent  on  behalf  of  the  Investors  to  the  Company  upon  the  satisfaction,  in the
sole judgment of the  Placement  Agents,  of the  conditions  set forth in Section
3.2(b)  hereof.  The  Placement  Agents  shall  have no  rights  in or to any of the
escrowed  funds,  unless the  Placement  Agents and the Escrow  Agent are  notified  in
writing by the  Company in  connection  with the Closing  that a portion of the  escrowed
funds shall  be  applied  to  the  Placement  Fee.  The  Company  and  the  Investor
agree  to  indemnify  and  hold  the  Escrow  Agent  harmless  from  and  against  any
and  all  losses,  costs,  damages,  expenses and claims (including,  without limitation,
court  costs  and  reasonable  attorneys  fees)  (“Losses”)  arising  under
this Section 3.3 or  otherwise  with respect to  the funds  held in escrow  pursuant
hereto or  arising  under  the Escrow  Agreement,  unless it is finally  determined  that
such Losses resulted  directly from the willful  misconduct or  gross  negligence  of
the  Escrow  Agent.  Anything  in  this  Agreement to the contrary  notwithstanding,  in
no event shall  the  Escrow  Agent be  liable  for any  special,  indirect  or
consequential  loss  or  damage  of  any  kind  whatsoever  (including  but  not  limited
to lost  profits),  even if the  Escrow Agent has been advised of the  likelihood  of
such loss  or damage and regardless of the form of action. 


               Investor
shall also furnish to the  Placement Agents a completed W-9 form (or, in the case of an
Investor who is not a United States citizen or resident, a  W-8 form). 


               Investor
acknowledges  that  the  Escrow  Agent  acts as counsel to the  Placement  Agents,  and
shall have the right to continue to  represent  the  Placement  Agents,  in  any  action,
proceeding,  claim,  litigation,  dispute,  arbitration or  negotiation  in connection
with the  Offering,  and  Investor  hereby  consents  thereto and waives  any  objection
to  the  continued  representation  of  the  Placement  Agents by the Escrow Agent in
connection  therewith  based upon the  services of the Escrow  Agent under the Escrow
Agreement,  without  waiving any duty or obligation the Escrow  Agent may have to any
other person. 


               (b)
      Delivery  Versus  Payment  through  The  Depository  Trust  Company.  If  the  Investor
elects to settle  the Shares  purchased  by such  Investor  by  delivery  versus  payment
through DTC, no later than one (1)  business  day after the  execution  of this
Agreement by the  Investor and the  Company,  the  Investor  shall  confirm that  the
account or  accounts  at Cowen & Co.,  LLC to be credited  with  the  Shares  


- 5 - 






being
purchased  by  the  Investor  have a  minimum  balance  equal to the  aggregate  purchase
price for  the Shares being purchased by the Investor. 


          3.4
Delivery of Shares. 


               (a)
      Delivery  by  Electronic  Book-Entry at The Depository  Trust  Company.  If the Investor
elects  to  settle  the  Shares  purchased  by  such  Investor  through  delivery by
electronic  book-entry at DTC, no later  than  one  (1)  business  day  after  the
execution  of this  Agreement  by the  Investor  and  the  Company,  the  Investor  shall
direct  the  broker-dealer  at  which  the  account  or  accounts to be credited  with
the Shares  being  purchased  by  such Investor are maintained,  which  broker/dealer
shall be a  DTC participant,  to set up a Deposit/Withdrawal  at Custodian  (“DWAC”)
instructing Mellon Investor Services,  the Company’s  transfer  agent,  to credit
such account or accounts  with the  Shares by means of an  electronic  book-entry
delivery.  Such  DWAC shall  indicate  the  settlement  date for the deposit of  the
Shares,  which date shall be  provided to the  Investor by  the  Placement  Agents.
Simultaneously  with the  delivery to  the  Company by the  Escrow  Agent of the funds
held in escrow  pursuant to Section 3.3 above,  the Company  shall  direct its  transfer
agent to credit the  Investor’s  account or accounts  with the Shares pursuant to
the  information  contained in the  DWAC. 


               (b)
      Delivery  Versus  Payment  through  The  Depository  Trust  Company.  If  the  Investor
elects to settle  the Shares  purchased  by such  Investor  by  delivery  versus  payment
through DTC, no later than one (1)  business  day after the  execution  of this
Agreement by the  Investor  and the Company,  the Investor  shall notify Cowen & Co.,
LLC of the account or  accounts  at Cowen & Co.,  LLC to  be  credited  with  the
Shares  being  purchased  by  such  Investor.  On the  Closing  Date,  the Company  shall
deliver  the  Shares to the  Investor  directly  to the  account(s)  at  Cowen & Co., LLC
identified  by Investor  and  simultaneously  therewith  payment  shall be made from such
account(s) to the  Company through DTC. 


     4.
Representations,  Warranties  and  Covenants  of the Investor. 


          4.1 The  Investor  represents  and  warrants  to, and  covenants  with,  the Company  that
(a) the  Investor is  knowledgeable,  sophisticated  and experienced in  making,  and is
qualified to make  decisions  with respect to,  investments in shares  presenting an
investment  decision like  that  involved  in  the  purchase  of  the  Shares,  including
investments  in  securities  issued  by  the  Company  and  investments  in  comparable
companies,  and  has  requested,  received,  reviewed and considered  all  information it
deemed  relevant  in making  an  informed  decision  to  purchase  the  Shares,  (b) the
Investor  has  answered all  questions on the  Signature  Page  and  the  Investor
Questionnaire  for use in  preparation  of the  Prospectus  Supplement  and  the  answers
thereto  are true and  correct as of the date  hereof and will  be  true  and  correct
as of the  Closing  Date  and  (c) the  Investor,  in  connection  with its  decision to
purchase  the  number of Shares set forth on the  Signature  Page, is relying  only upon
the Disclosure Package,  the documents  incorporated  by reference  therein and the
representations  and warranties  of the Company contained herein. 


          4.2 The  Investor  acknowledges,  represents  and  agrees  that no  action  has  been or will
be  taken in any  jurisdiction  outside  the United  States by the  Company or any
Placement  Agent that would permit an offering  of the  Shares,  or  possession  or
distribution  of offering  materials  in  connection  with the issue of the Shares in any
jurisdiction  outside the United  States where action for that  purpose  is  required.
Each  Investor  outside  the  United  States will comply with all  applicable  laws and
regulations  in each foreign  jurisdiction  in which it purchases,  offers,  sells  or
delivers  Shares  or  has  in  its  possession  or  distributes  any  offering  material,
in all cases at its own  expense.  The  Placement  Agents  are not  authorized  to make
and  have  not  made  any  representation  or  use  of  any  information  in  connection
with  the  issue,  placement,  purchase  and  sale of the  Shares,  except  as set  forth
or  incorporated  by  reference  in  the  Base  Prospectus  or the  Prospectus Supplement. 


          4.3 The  Investor  further  represents  and  warrants  to, and  covenants  with,  the Company
that (a)  the Investor  has full right,  power,  authority  and capacity  to  enter  into
this  Agreement  and  to  consummate  the  transactions  contemplated  hereby and has
taken all necessary  action to authorize the  execution,  delivery and  


- 6 - 






performance  of
this  Agreement,  and (b)  this  Agreement  constitutes  a  valid  and  binding
obligation  of the  Investor  enforceable  against the Investor in accordance  with its
terms,  except as  enforceability  may  be  limited  by  applicable  bankruptcy,
insolvency,  reorganization,  moratorium  or  similar  laws  affecting  creditors’ and
contracting  parties’ rights  generally  and  except as  enforceability  may be
subject  to  general  principles  of equity  (regardless  of  whether  such
enforceability  is  considered in a proceeding in equity or at  law)  and  except  as the
indemnification  agreements  of the  Investors herein may be legally unenforceable. 


          4.4 The  Investor  understands  that  nothing  in  this  Agreement,  the  Prospectus  or  any
other  materials  presented  to the Investor in  connection  with the  purchase  and sale
of the  Shares  constitutes  legal,  tax or  investment  advice.  The  Investor has
consulted  such legal,  tax and  investment  advisors  as it, in its sole  discretion,
has deemed  necessary or  appropriate  in connection  with its  purchase of Shares. 


          4.5 Each Investor represents,  warrants  and agrees  that,  since the date on which any of
the  Company  or the Placement  Agents first  contacted  such Investor about  the
potential  sale of the Shares,  it has not engaged in any  transactions  in the
securities  of the  Company  (including,  without  limitation,  any Short Sales
involving the Company’s  securities).  Each  Investor  covenants  that  it  will
not  engage in any  transactions  in the  securities of the Company  (including  Short
Sales)  prior  to  the  time  that  the  transactions  contemplated  by  this  Agreement
are  publicly  disclosed,  which  disclosure  shall occur on the business day  of,  or
immediately  following,  the  Closing  Date  of  this  Offering.  Each  Investor  agrees
that it will not use any of  the Shares  acquired  pursuant to this  Agreement to cover
any  short  position  in the  Common  Stock if doing so would be in  violation  of
applicable  securities  laws.  For  purposes  hereof,  “Short  Sales” include,
without  limitation,  all  “short  sales” as  defined  in  Rule  200
promulgated  under  Regulation  SHO  under  the  Exchange  Act,  whether  or  not
against the box,  and all types of direct and  indirect  stock  pledges,  forward  sales
contracts,  options,  puts,  calls,  short sales,  swaps,  “put  equivalent
positions” (as defined  in  Rule  16a-1(h)  under  the  Exchange  Act)  and  similar
arrangements  (including on a total return  basis),  and sales  and  other  transactions
through  non-US  broker  dealers  or  foreign regulated brokers. 


     5.
Survival  of  Representations,  Warranties  and  Agreements.  Notwithstanding  any
investigation  made by  any party to this  Agreement or by the Placement  Agents,  all
covenants,  agreements,  representations  and warranties  made  by the  Company  and the
Investor  herein  will  survive  the  execution of this  Agreement,  the delivery to the
Investor of  the Shares being purchased and the payment therefor. 


     6.
Notices.  All  notices,  requests,  consents  and other  communications  hereunder will
be in writing,  will  be  mailed  (a)  if  within  the  domestic  United  States  by
first-class  registered  or certified  airmail,  or nationally  recognized  overnight
express courier,  postage prepaid, or by  facsimile  or  (b)  if  delivered  from
outside  the  United  States,  by  International  Federal Express or facsimile,  and
will  be  deemed  given  (i)  if  delivered  by  first-class  registered or certified
mail  domestic,  three  business days  after so mailed,  (ii) if delivered by  nationally
recognized  overnight  carrier,  one business  day after so mailed,  (iii)  if delivered
by International  Federal  Express,  two business  days  after so  mailed  and (iv) if
delivered  by  facsimile,  upon  electric  confirmation  of receipt and will be delivered
and addressed as follows: 

	 	if to the Company, to:
             Genta Incorporated

        Two Connell Drive

        Berkeley Heights, New
        Jersey 07922

        Attention Richard J.
        Moran, C.F.O.

    Facsimile: (908) 464-1701
	 



- 7 - 









	 	with copies to:
             Morgan, Lewis & Bockius
        LLP

        502 Carnegie Center

        Princeton, New Jersey
        08540

        Attention: Andrew P.
        Gilbert, Esq.

    Facsimile: (609) 919-6701
	 



if to the
Investor,  at its address on the Signature  Page  hereto,  or at such other  address or
addresses  as  may  have  been  furnished  to  the  Company  in  writing. 


7.  Changes.This  Agreement  may  not  be  modified  or  amended  except  pursuant  to  an
instrument  in writing  signed by the Company and the  Investor. 


8.  Headings.The  headings  of  the  various  sections of this  Agreement  have been  inserted  for
convenience  of  reference  only  and  will  not  be  deemed to be part of this Agreement. 


9.
Severability.  In  case  any  provision  contained  in  this  Agreement  should  be
invalid,  illegal  or  unenforceable  in  any  respect,  the  validity,  legality  and
enforceability  of  the  remaining  provisions  contained  herein  will not in  any way
be affected or impaired thereby. 


10.  Governing
Law.  This  Agreement  will  be  governed by, and  construed in accordance  with,  the
internal  laws  of the  State  of New  York,  without  giving  effect to the  principles
of conflicts of law  that would  require  the  application  of the laws of  any other
jurisdiction. 


11.
Counterparts.  This  Agreement  may  be  executed in two or more  counterparts,  each of
which  will constitute an original,  but all of which,  when  taken  together,  will
constitute but one instrument,  and  will  become  effective  when  one  or  more
counterparts  have been  signed by each party  hereto  and  delivered  to the  other
parties.  The  Company  and the  Investor  acknowledge  and  agree  that  the  Company
shall  deliver  its  counterpart  to  the  Investor along with the Prospectus Supplement. 


12.
Confirmation  of  Sale.  The  Investor  acknowledges  and  agrees  that  such  Investor’s
receipt  of  the  Company’s  counterpart  to  this  Agreement,  together with the
Prospectus  Supplement,  shall  constitute  written  confirmation  of  the  Company’s
sale of Shares to such Investor. 


13.  Press
Release.  The  Company  and  the  Investor  agree that the Company  shall issue a press
release  announcing  the  Offering  prior  to  the  opening  of the  financial  markets
in New York City  on  the  business  day  immediately  after  the  date  hereof. 


14.
Termination.  In  the  event  that  the  Placement  Agreement is  terminated  by the
Placement  Agents  pursuant  to  the  terms  thereof,  this  Agreement  shall  terminate
without  any  further  action on the part of the parties hereto. 



- 8 - 






EXHIBIT A  

        

GENTA INCORPORATED  



INVESTOR QUESTIONNAIRE



     Pursuant
to Section 3 of Annex I to the Agreement, please provide us  with the following
information: 

	1.	The exact name that your Shares are to be registered in. 

You may use a nominee name if appropriate:	 	

	2.	The relationship between the Investor and the registered 

holder listed in response to item 1 above:	 	

	3. 	The mailing address of the registered holder listed in 

response to item 1 above:	 	

	4.	The Social Security Number or Tax Identification Number of 

the registered holder listed in the response to item 1

above:	 	

	5.	Name of DTC Participant (broker-dealer at which the account 

or accounts to be credited with the Shares are maintained):	 	

	6. 	DTC Participant Number: 	 	

	7.	 Name of Account at DTC Participant being credited with the 

Shares:	 	

	8. 	 Account Number at DTC Participant being credited with the 

Shares: