Exhibit 10.1

                              AGREEMENT OF SUBLEASE

                                     between

                 INTERNEURON PHARMACEUTICALS, INC., Sublandlord

                                       and

                             GENTA, INC., Subtenant

                              Dated: March 31, 1999

PREMISES:

Portions of 200 Level
Ledgemont Development Center
128 Spring Street
Lexington, Massachusetts

<PAGE>

                                SUBLEASE BETWEEN
                 INTERNEURON PHARMACEUTICALS, INC., SUBLANDLORD
                                       AND
                             GENTA, INC., SUBTENANT

         SUBLEASE  made  as of  the  31st  day of  March,  1999  by and  between
INTERNEURON PHARMACEUTICALS,  INC., a Delaware corporation,  having an office at
99  Hayden  Avenue,   Lexington,   Massachusetts   02173   (hereinafter   called
"Sublandlord"),  and GENTA, INC., a Delaware corporation, having an office at 99
Hayden Avenue, Lexington, Massachusetts 02173 (hereinafter called "Subtenant").

                               W I T N E S S E T H

         WHEREAS:

         A. By lease dated  February 5, 1997,  as amended by that  certain  Side
Agreement  regarding  indoor air quality dated January 31, 1997 and that certain
First Amendment to Lease dated February 12, 1997 (the "First  Amendment") (which
lease, as the same has been and may hereafter be further amended, is hereinafter
referred to as the "Overlease"), Ledgemont Realty Trust u/d/t dated December 12,
1984 (hereinafter  called  "Overlandlord")  leased to Sublandlord  certain space
(hereinafter  called the  "Leased  Space") in the  building  known as  Ledgemont
Development  Center  located  at 128  Spring  Street,  Lexington,  Massachusetts


<PAGE>

(hereinafter  called  the  "Building")  in  accordance  with  the  terms  of the
Overlease. A copy of the Overlease is annexed hereto as Exhibit A.

         B.  Sublandlord  and  Subtenant  desire to consummate a subleasing of a
portion of the Leased Space on terms and conditions  contained in this agreement
(hereinafter called the "Sublease").


         NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, it is hereby agreed as follows:

         l.

         1.1.  Sublandlord hereby leases to Subtenant and Subtenant hereby hires
from  Sublandlord  the portion of the 200 level of the East Wing of the Building
(comprising  a portion of the Leased  Space) shown  hatched on Exhibit B annexed
hereto and made a part hereof (hereinafter referred to as the "Premises"), for a
term (the  "Sublease  Term") to commence on the date that  Sublandlord  delivers
possession  of the  Premises  to  Subtenant  (hereinafter  called the  "Sublease
Commencement  Date"),  and to end on March  31,  2001  (hereinafter  called  the
"Sublease Expiration Date"), or until such term shall sooner cease and terminate
as herein provided.

         1.2. The annual fixed rent (hereinafter called "Fixed Rent") payable by
Subtenant hereunder during the Sublease Term shall be paid to Sublandlord at the
rate of  FORTY-THREE  THOUSAND FOUR HUNDRED  FIFTY FOUR AND 26/100  ($43,454.26)
DOLLARS per annum during the period commencing on the Sublease Commencement Date
and  ending on the  Sublease  Expiration  Date.  The Fixed Rent is to be paid by
Subtenant to  Sublandlord  at  Sublandlord's  office (or such other  location as
Sublandlord  shall  designate) by



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<PAGE>

check drawn on a Massachusetts bank in equal monthly installments in advance, on
the first day of each month  during  the  Sublease  Term  without  any  set-off,
off-set,  abatement or reduction  whatsoever.  The security deposit payable with
respect to Article 19 hereof shall be paid upon the  execution of this  Sublease
by Subtenant.

         1.3.  Simultaneous  with the execution of this  Sublease,  Subtenant is
paying to Sublandlord the sum of $6,174.77 which shall be applied by Sublandlord
to the first (1st) monthly installment of Fixed Rent due hereunder.

         1.4.  Sublandlord  and Subtenant agree to the following with respect to
Subtenant's use of services within and access to the Premises:

         (a)  Subtenant  may use:  (i) the  kitchen/lounge,  (ii)  the  exercise
facilities,  provided  and on  condition  that  each  of  Subtenant's  employees
utilizing such exercise facilities  furnishes  Sublandlord with a written waiver
of  liability,  satisfactory  to  Sublandlord,  and  (iii)  either  of the front
training  rooms (A or B),  provided  that  Subtenant's  employees  shall  not be
entitled to use both front training rooms at the same time and provided  further
that  any such  use  shall be  subject  to  unavailability,  including,  without
limitation,  unavailability  resulting  from  Sublandlord's  employees  priority
status with respect to access to and use of the same.

         (b) Subtenant may utilize the administrative services of Richard Hector
or any employee hereafter  substituted by Sublandlord for Richard Hector, to the
extent available and provided that all use of such administrative services shall
first be approved by  Sublandlord's  office  manager.  Subtenant shall be billed
from time to time for all such administrative services in excess of one hour per
month at the hourly rate of $40.00, which Subtenant shall pay as additional rent
within ten (10) days after being billed therefor.



                                       3
<PAGE>

         2.

         2.1. Subtenant shall not (a) assign this Sublease,  nor (b) permit this
Sublease to be assigned by operation of law or  otherwise,  nor (c) underlet all
or any part of the  Premises,  nor (d)  permit  the  Premises  or any desk space
therein to be occupied by any person(s) other than Subtenant,  nor (e) pledge or
encumber  this  Sublease,  the term and estate  hereby  granted  or the  rentals
hereunder.

         3.

         3.1. Except as herein otherwise  expressly  provided and except for the
obligation  to pay rent and  additional  rent  under the  Overlease,  all of the
terms,  covenants,  conditions  and  provisions  in  the  Overlease  are  hereby
incorporated  in,  and  made a part  of  this  Sublease,  and  such  rights  and
obligations  as are  contained  in the  Overlease  are hereby  imposed  upon the
respective  parties  hereto;  the Sublandlord  herein being  substituted for the
Landlord in the Overlease,  and the Subtenant  herein being  substituted for the
Tenant named in the Overlease;  provided,  however,  that the Sublandlord herein
shall not be liable for any defaults by Overlandlord.  If the Overlease shall be
terminated  for any reason  during the term hereof,  then and in that event this
Sublease shall thereupon  automatically  terminate and Sublandlord shall have no
liability to Subtenant by reason thereof. Upon the termination of this Sublease,
whether by forfeiture,  lapse of time or otherwise,  or upon the  termination of
Subtenant's right to possession, Subtenant will at once surrender and deliver up
the Premises in good  condition and repair,  reasonable  wear and tear excepted.
Notwithstanding  any  language  to the  contrary  contained  in  this  Sublease,
Subtenant  agrees  that  Sublandlord  may at any  time  after  the  date  hereof
surrender  the Overlease and the premises  demised  thereunder to  Overlandlord,
provided



                                       4
<PAGE>

Overlandlord  shall  deliver a written  agreement  to Subtenant  providing  that
notwithstanding  such  surrender  Overlandlord  shall  not  disturb  Subtenant's
occupancy of the  Premises so long as  Subtenant is not in default  hereunder if
Subtenant shall at Overlandlord's  election either (i) attorn to Overlandlord as
if Overlandlord  were the sublandlord  hereunder or (ii) enter into a lease with
Overlandlord  for the  remaining  term of the  Sublease  on the same  terms  and
conditions contained herein.

         3.2. For  purposes of this  Sublease,  the second  paragraph of Section
2.1, Sections 2.3, 2.5, 2.6, 2.7, 2.8, 3.1, 4.1.1, 4.1.2, the second sentence of
Section 5.1.9,  Sections 5.1.11,  5.2.3,  8.1, 9.1,  Appendix A, Appendix E, and
Paragraphs 1 and 2 of the First  Amendment,  and all references in the Overlease
to the aforesaid  Articles,  Sections or  Appendices  of the  Overlease  between
Overlandlord and Sublandlord shall not be incorporated in or made a part hereof.
In addition,  for the purposes of this  Sublease,  Article 1 of the Overlease is
incorporated only to the extent the definitions contained therein are consistent
with the terms hereof (i.e., references to Premises,  Landlord,  Tenant, Initial
Term,  Commencement  Date, Rent  Commencement  Date,  Ending Date,  Annual Fixed
Rent-Initial  Term,  Extension Term,  Annual Fixed  Rent-Extension  Term, Tenant
Improvement  Allowance,  Parking Spaces,  Tenant's  Operating  Percentage Share,
Tenant's Tax Percentage  Share and Broker are not applicable to this  Sublease),
and Sections 4.3.1,  4.3.2,  4.4.1,  and 4.4.2 of the Overlease are incorporated
herein only for the purposes of Article 11 of this Sublease.

         4.

         4.1.  Subtenant  has  examined the  Premises,  is aware of the physical
condition  thereof,  and agrees to take the same "as is," with the understanding
that there  shall be no



                                       5
<PAGE>

obligation on the part of Sublandlord to perform any work,  supply any materials
or incur any  expense  whatsoever  in  connection  with the  preparation  of the
Premises for Subtenant's occupancy thereof.

         4.2.  Subtenant  shall  pay to  Sublandlord  upon  demand  therefor  as
additional  rent all  costs  incurred  by  Sublandlord  in making  the  Premises
available  to the  Subtenant,  including,  but  not  limited  to  costs  to move
Sublandlord's furniture,  fixtures, computer and communications connections from
the Premises and relocate and reinstall the same elsewhere.  Upon termination of
the Sublease,  Subtenant shall pay to Sublandlord upon demand therefor all costs
incurred by  Sublandlord  to restore the  Premises to the  condition as the same
were prior to Subtenant's  occupation  thereof pursuant to this Sublease and all
costs  incurred by Sublandlord  to move its  furniture,  fixtures,  computer and
communications connections back to and reinstall the same in the Premises to the
extent they existed prior to this Sublease.

         5.

         5.1.  Subtenant  agrees that the  Premises  shall be  occupied  only as
executive, administrative and general offices for Subtenant's business. 6.

         6.1. This Sublease is conditioned  upon the consent by  Overlandlord to
this  Sublease  which  consent  shall be evidenced by  Overlandlord's  signature
appended hereto or a separate  consent in the form utilized by Overlandlord  for
such purposes.

         6.2.  Subtenant  stipulates  that it is familiar with the provisions of
Section 5.1.11 of the Overlease.  In the event that Overlandlord  shall exercise
any of its options  pursuant to Section  5.1.11 of the Overlease with respect to
the  Premises  upon  Sublandlord's  request for



                                       6
<PAGE>

Overlandlord's  consent to this Sublease,  Sublandlord  will so notify Subtenant
and, upon receipt of such  notification by  Sublandlord,  this Sublease shall be
deemed to be null and void and  without  force or effect,  and  Sublandlord  and
Subtenant  shall have no further  obligations  or  liabilities to the other with
respect to this Sublease.

         6.3. In the event  Overlandlord  shall not  exercise any of its options
pursuant  to Section  5.1.11 of the  Overlease  with  respect  to the  Premises,
Sublandlord  makes no  representation  with respect to obtaining  Overlandlord's
approval  of  this  Sublease  and,  in  the  event  that  Overlandlord  notifies
Sublandlord that Overlandlord  will not give such approval,  Sublandlord will so
notify  Subtenant and, upon receipt of such  notification  by Sublandlord of the
disapproval by  Overlandlord,  this Sublease shall be deemed to be null and void
and without force or effect, and Sublandlord and Subtenant shall have no further
obligations or liabilities to the other with respect to this Sublease.

         6.4. Except as otherwise specifically provided herein, wherever in this
Sublease  Subtenant  is required to obtain  Sublandlord's  consent or  approval,
Subtenant  understands  that  Sublandlord  may be required  to first  obtain the
consent or approval of Overlandlord.  If Overlandlord should refuse such consent
or  approval,  Sublandlord  shall be  released  of any  obligation  to grant its
consent  or  approval  whether or not  Overlandlord's  refusal,  in  Subtenant's
opinion,  is arbitrary or unreasonable.  Subtenant agrees that Sublandlord shall
not be required to dispute any  determinations  or other assertions or claims of
Overlandlord  regarding the  obligations of Sublandlord  under the Overlease for
which Subtenant is or may be responsible under the terms of this Sublease.

         7.



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<PAGE>

         7.1. Subtenant acknowledges that all services,  repairs,  restorations,
equipment and access to and for the Premises and any  insurance  coverage of the
Building will in fact be provided by Overlandlord, and Sublandlord shall have no
obligation  during  the term of this  Sublease  to  provide  any such  services,
repairs, restorations,  equipment, access or insurance. Subtenant agrees to look
solely  to   Overlandlord   for  the  furnishing  of  such  services,   repairs,
restorations,  equipment, access and insurance. Sublandlord shall in no event be
liable to Subtenant nor shall the obligations of Subtenant hereunder be impaired
or  the  performance  thereof  excused  because  of  any  failure  or  delay  on
Overlandlord's  part  in  furnishing  such  services,   repairs,   restorations,
equipment,  access or  insurance.  If  Overlandlord  shall default in any of its
obligations  to  Sublandlord  with respect to the Premises,  Subtenant  shall be
entitled to participate  with  Sublandlord in the  enforcement of  Sublandlord's
rights against  Overlandlord,  but Sublandlord shall have no obligation to bring
any action or  proceeding or to take any steps to enforce  Sublandlord's  rights
against  Overlandlord.  If, after written  request from  Subtenant,  Sublandlord
shall  fail or  refuse  to  take  appropriate  action  for  the  enforcement  of
Sublandlord's  rights against Overlandlord with respect to the Premises within a
reasonable  period of time  considering  the nature of  Overlandlord's  default,
Subtenant shall have the right to take such action in its own name, and for that
purpose  and only to such  extent,  all of the rights of  Sublandlord  under the
Overlease  hereby are  conferred  upon and assigned to Subtenant  and  Subtenant
hereby is  subrogated  to such rights to the extent that the same shall apply to
the Premises.  If any such action against Overlandlord in Subtenant's name shall
be barred by reason of lack of privity, nonassignability or otherwise, Subtenant
may take such action in Sublandlord's



                                       8
<PAGE>

name provided  Subtenant has obtained the prior written  consent of Sublandlord,
which  consent  shall not be  unreasonably  withheld or delayed,  provided,  and
Subtenant  hereby agrees,  that Subtenant shall  indemnify and hold  Sublandlord
harmless from and against all  liability,  loss,  damage or expense,  including,
without limitation,  reasonable  attorney's fees, which Sublandlord shall suffer
or incur by reason of such action.

         7.2.  Anything  contained  in any  provisions  of this  Sublease to the
contrary  notwithstanding,  Subtenant agrees,  with respect to the Premises,  to
comply  with and  remedy  any  default  claimed  by  Overlandlord  and caused by
Subtenant,  within  the  period  allowed  to  Sublandlord  as  tenant  under the
Overlease, even if such time period is shorter than the period otherwise allowed
in the  Overlease,  due to the fact that notice of default from  Sublandlord  to
Subtenant is given after the corresponding  notice of default from Overlandlord.
Sublandlord agrees to forward to Subtenant, upon receipt thereof by Sublandlord,
a copy of each notice of default  received  by  Sublandlord  in its  capacity as
tenant under the Overlease.  Subtenant  agrees to forward to  Sublandlord,  upon
receipt thereof, copies of any notices received by Subtenant with respect to the
Premises from Overlandlord or from any governmental authorities.

         8.

         8.1.  Sublandlord  represents (a) that it is the holder of the interest
of the tenant under the  Overlease  and (b) that the  Overlease is in full force
and effect.

         9.

         9.1. This  Sublease is subject to, and Subtenant  accepts this Sublease
subject to, any  amendments  and  supplements  to the Overlease  hereafter  made
between  Overlandlord  and  Sublandlord,  provided  that any such  amendment  or
supplement  to the  Overlease  will not prevent



                                       9
<PAGE>

or adversely  affect the use by Subtenant of the Premises in accordance with the
terms of this  Sublease,  increase the  obligations of Subtenant or decrease its
rights  under  the  Sublease  or in any other way  materially  adversely  affect
Subtenant.

         9.2. This Sublease is subject and  subordinate  to the Overlease and to
all ground or underlying  leases and to all mortgages which may now or hereafter
affect such leases or the real property of which the Premises are a part and all
renewals,  modifications,  replacements  and extensions of any of the foregoing.
This  Section  9.2  shall  be  self-operative   and  no  further  instrument  of
subordination shall be required. To confirm such subordination,  Subtenant shall
execute promptly any certificate that Sublandlord may request.

         10.

         10.1. Subtenant  covenants,  represents and warrants that Subtenant has
had no dealings or  communications  with any broker or agent in connection  with
the  consummation of this Sublease,  and Subtenant  covenants and agrees to pay,
hold  harmless  and  indemnify  Sublandlord  from and  against any and all cost,
expense   (including   reasonable   attorneys'   fees)  or  liability   for  any
compensation, commissions or charges claimed by any broker or agent with respect
to this Sublease or the negotiation thereof.

         11.

         11.1.  Subtenant  stipulates that it is familiar with the provisions of
Sections  4.3.1.  and 4.3.2.  of the  Overlease.  In the event of any payment of
additional rent by Sublandlord to Overlandlord  during the term of this Sublease
which is  attributable  to the provisions of Sections  4.3.1.  and 4.3.2. of the
Overlease  (such  additional  rent payable by  Sublandlord  pursuant to Sections
4.3.1. and 4.3.2. of the Overlease being hereinafter called "Section 4.3 Rent"),
then



                                       10
<PAGE>

Subtenant shall pay as additional rent pursuant to this Sublease an amount equal
to 1.248% of the Section 4.3 Rent.  For  purposes of this  Section  11.1 of this
Sublease,  the Premises shall be deemed to contain  approximately 2,276 rentable
square feet and the Leased Space shall be deemed to contain 182,317 square feet.
At such time as the  Section  4.3 Rent  payable by  Sublandlord  is  adjusted by
reason of any change in the rentable  area of the Leased Space,  the  percentage
thereof payable by Subtenant to Sublandlord shall be similarly adjusted.  At any
time after  payment by  Sublandlord  to  Overlandlord  of any  Section 4.3 Rent,
Sublandlord  may deliver to Subtenant a statement with respect to the payment of
the Section 4.3 Rent and, within ten (10) days after delivery of such statement,
Subtenant  shall pay to Sublandlord  additional  rent determined as aforesaid in
this Section 11.1.  Additional rent payable  pursuant to this Section 11.1 shall
be based  solely  upon  actual  payments  made by  Sublandlord  pursuant  to the
provisions of Sections 4.3.1.  and 4.3.2. of the Overlease.  Subtenant shall not
have the right to question  the  propriety  of or the basis for any such payment
and  Sublandlord  shall be under no  obligation  to  contest  any such  payment.
Sublandlord  shall,  however,  at the written  request of Subtenant,  furnish to
Subtenant evidence of such payment.

         11.2.  Subtenant  stipulates that it is familiar with the provisions of
Sections  4.4.1.  and 4.4.2.  of the  Overlease.  In the event of any payment of
additional rent by Sublandlord to Overlandlord  during the term of this Sublease
which is  attributable  to the provisions of Sections  4.4.1.  and 4.4.2. of the
Overlease  (such  additional  rent payable by  Sublandlord  pursuant to Sections
4.4.1. and 4.4.2. of the Overlease being hereinafter called "Section 4.4 Rent"),
then Subtenant  shall pay as additional rent pursuant to this Sublease an amount
equal to 4.473% of the Section 4.4 Rent.  For  purposes of this  Section 11.2 of
this  Sublease,  the  Premises  shall be



                                       11
<PAGE>

deemed to contain  approximately 2,276 rentable square feet and the Leased Space
shall be deemed to contain  50,883  square feet. At such time as the Section 4.4
Rent payable by  Sublandlord is adjusted by reason of any change in the rentable
area of the  Leased  Space,  the  percentage  thereof  payable by  Subtenant  to
Sublandlord  shall  be  similarly  adjusted.   At  any  time  after  payment  by
Sublandlord to Overlandlord of any Section 4.4 Rent,  Sublandlord may deliver to
Subtenant a statement  with  respect to the payment of the Section 4.4 Rent and,
within ten (10) days after delivery of such  statement,  Subtenant  shall pay to
Sublandlord  additional  rent  determined  as aforesaid  in this  Section  11.2.
Additional rent payable pursuant to this Section 11.2 shall be based solely upon
actual  payments  made by  Sublandlord  pursuant to the  provisions  of Sections
4.4.1.  and  4.4.2.  of the  Overlease.  Subtenant  shall  not have the right to
question  the  propriety  of or the basis for any such  payment and  Sublandlord
shall be under no  obligation to contest any such  payment.  Sublandlord  shall,
however,  at the written request of Subtenant,  furnish to Subtenant evidence of
such payment.

         11.3.  Subtenant shall also pay to Sublandlord any "Tenant  Surcharges"
(as that term is hereinafter  defined).  "Tenant  Surcharges" shall mean any and
all amounts other than Fixed Rent,  Section 4.3 Rent and Section 4.4 Rent which,
by the  terms  of the  Overlease,  become  due and  payable  by  Sublandlord  to
Overlandlord as additional rent or otherwise and which would not have become due
and payable but for the acts,  requests for services,  and/or failures to act of
Subtenant,  its  agents,   officers,   representatives,   employees,   servants,
contractors, invitees, licensees or visitors under this Sublease, including, but
not  limited  to:  (i) any  increases  in  Overlandlord's  fire,  rent or  other
insurance  premiums,  as provided in Article 6 of the Overlease,  resulting from
any act or omission of Subtenant,  (ii) any additional charges to Sublandlord on



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<PAGE>

account of Subtenant's  use of heating,  ventilation or air  conditioning  after
hours,  (iii) any charges  which may be imposed on  Sublandlord  pursuant to the
Overlease,  to the extent that such charges are  attributable to the Premises or
the use  thereof  or  services  or  utilities  provided  thereto,  and  (iv) any
additional  charges to Subtenant on account of  Subtenant's  use of cleaning and
elevator services after hours or in excess of normal usage.  Within a reasonable
time after  receipt by  Sublandlord  of any  statement  or written  demand  from
Overlandlord,   including  any  Tenant  Surcharges,   Sublandlord  will  furnish
Subtenant with a copy of such statement or demand,  together with  Sublandlord's
statement of the amount of any such Tenant  Surcharges,  and Subtenant shall pay
to Sublandlord the amount of such Tenant  Surcharges  within five (5) days after
Subtenant's receipt of such statement or demand; provided,  however, that in any
instance in which  Subtenant shall receive any such statement or demand directly
from  Overlandlord,  Subtenant  may pay  the  amount  of the  same  directly  to
Overlandlord.   Payments   shall  be  made   pursuant  to  this   Section   11.3
notwithstanding  the fact that the  statement to be provided by  Sublandlord  is
furnished to Subtenant  after the  expiration  of the term of this  Sublease and
notwithstanding  the fact that by its terms this Sublease  shall have expired or
have been cancelled or terminated.

         12.

         12.1. Any notice,  demand or  communication  which,  under the terms of
this Sublease or under any statute or municipal  regulation must or may be given
or made by the parties hereto,  shall be in writing and given or made by mailing
the same by registered or certified mail, return receipt requested, addressed to
the party for whom intended at its address as aforesaid,  except that, after the
Sublease  Commencement  Date,  Subtenant's  address  shall be



                                       13
<PAGE>

deemed to be the Building  unless  Subtenant  shall give notice to the contrary.
Either party,  however,  may  designate  such new or other address to which such
notices, demands or communications  thereafter shall be given, made or mailed by
notice  given in the  manner  prescribed  herein.  Any such  notice,  demand  or
communication  shall be deemed given or served,  as the case may be, on the date
of the posting thereof.

         13.

         13.1.  Subtenant shall pay to Sublandlord 4.473% of the charges payable
under Section 5.2.2 of the Overlease for electricity.

         13.2.  Subtenant's use of electric current in the Premises shall not at
any time exceed the capacity of any of the  electrical  conductors and equipment
in or otherwise serving the Premises.

         13.3.  Sublandlord  shall not be liable in any way to Subtenant for any
failure or defect in the supply or character of electric energy furnished to the
Premises by reason of any  requirement,  act or  omission of the public  utility
serving the Building with  electricity or for any other reason not  attributable
to Sublandlord.

         14.

         14.1.   Subtenant   may  make  no  changes,   alterations,   additions,
improvements or decorations in, to or about the Premises without  Overlandlord's
and Sublandlord's prior written consent.

         15.

         15.1.  Subtenant  agrees to look  solely to  Sublandlord's  estate  and
interest in this Sublease,  and the Premises,  for the satisfaction of any right
or remedy of  Subtenant  for the



                                       14
<PAGE>

collection of a judgment (or other  judicial  process)  requiring the payment of
money by Sublandlord, in the event of any liability by Sublandlord, and no other
property  or  assets  of  Sublandlord  shall  be  subject  to  levy,  execution,
attachment,  or other enforcement  procedure for the satisfaction of Subtenant's
remedies under or with respect to this Sublease, the relationship of Sublandlord
and Subtenant  hereunder,  or Subtenant's use and occupancy of the Premises,  or
any other liability of Sublandlord to Subtenant.

         16.

         16.1.  So long as Subtenant  pays all of the Fixed Rent and  additional
rent due under this Sublease and performs all of Subtenant's  other  obligations
hereunder,  Sublandlord  shall not disturb or  terminate  Subtenant's  leasehold
estate hereunder,  subject, however, to the terms, provisions and obligations of
this Sublease and the Overlease.

         17.

         17.1. This Sublease may not be changed orally, but only by an agreement
in writing signed by the party against whom  enforcement of any waiver,  change,
modification or discharge is sought.

         17.2.  This Sublease shall not be binding upon  Sublandlord  unless and
until it is signed by Sublandlord and delivered to Subtenant.  This Section 17.2
shall not be deemed to modify the provisions of Article 6 hereof.

         17.3.  This  Sublease  constitutes  the entire  agreement  between  the
parties and all representations and understandings have been merged herein.

         17.4.  This  Sublease  shall inure to the benefit of all of the parties
hereto, their successors and (subject to the provisions hereof) their assigns.



                                       15
<PAGE>


         17.5. The term  "Sublandlord"  as used in this Sublease shall mean only
the  Sublandlord  named  herein,  so that in the event of any  assignment of the
Sublease, the Sublandlord named herein shall be and hereby is entirely freed and
relieved of all future  covenants,  obligations  and  liabilities of Sublandlord
hereunder,  and it shall be  deemed  and  construed  without  further  agreement
between the parties or their  successors  in interest  that the  assignee of the
Sublease  has  assumed  and  agreed  to carry  out any and all  such  covenants,
obligations and liabilities of Sublandlord hereunder.

         18.

         18.1. Subject to the Sublease  Expiration Date set forth in Section 1.1
hereof,  either  Sublandlord or Subtenant may elect, at its option, to terminate
this Sublease and the term and estate hereby granted,  by written notice of such
termination  (hereinafter called the "Sublease Termination Notice") to the other
party,  which Sublease  Termination  Notice shall contain a surrender date (such
date being hereinafter  called the "Sublease  Surrender  Date"),  which Sublease
Surrender  Date shall be the last day of the month  designated  in the  Sublease
Termination  Notice  which shall be not less than six (6) months  following  the
date on which such Sublease Termination Notice is given.

         18.2. In the event of the giving of such Sublease Termination Notice by
either  Sublandlord  or Subtenant,  this Sublease and the term and estate hereby
granted  (unless  the same  shall have  expired  sooner  pursuant  to any of the
conditions  of  limitation  or other  provisions of this Sublease or pursuant to
law) shall  terminate on the Sublease  Surrender Date with the same effect as if
such date were the date hereinbefore specified for the expiration of the term of
this



                                       16
<PAGE>

Sublease,  and the  Fixed  Rent and other  charges  payable  hereunder  shall be
apportioned as of the Sublease Surrender Date.

         19.

         19.1.  Subtenant has deposited  with  Sublandlord on the date hereof an
amount  equal  to  $6,174.77  as  security  for  the  faithful  performance  and
observance by Subtenant of the terms,  provisions,  covenants and  conditions of
this Sublease.  It is agreed that in the event Subtenant  defaults in respect to
any of the  terms,  provisions,  covenants  and  conditions  of  this  Sublease,
including,  but not limited to, the payment of Fixed Rent and  additional  rent,
Sublandlord  may use,  apply or retain the whole or any part of the  security so
deposited  to the  extent  required  for  the  payment  of any  Fixed  Rent  and
additional  rent or any other sum as to which Subtenant is in default or for any
sum  which  Sublandlord  may  expend or may be  required  to expend by reason of
Subtenant's  default in respect of any of the terms,  provisions,  covenants and
conditions  of this  Sublease,  including,  but not  limited  to, any damages or
deficiency  accrued  before or after summary  proceedings  or other  re-entry by
Sublandlord.  In the event that Subtenant shall fully and faithfully comply with
all of the terms,  provisions,  covenants and conditions of this  Sublease,  the
security  shall be returned to Subtenant  after the date fixed as the end of the
Sublease and after delivery of entire possession of the Premises to Sublandlord.
In the event of an assignment of the Sublease,  Sublandlord shall have the right
to transfer the security to the  assignee  and  Sublandlord  shall ipso facto be
released by Subtenant  from all liability for the return of such  security;  and
Subtenant  agrees to look solely to the new  sublandlord  for the return of said
security;  and it is agreed  that the  provisions  hereof  shall  apply to every
transfer or  assignment  made of the  security to a new  sublandlord.  Subtenant
further  covenants  that it will



                                       17
<PAGE>

not assign or  encumber or attempt to assign or  encumber  the monies  deposited
herein as security and that neither  Sublandlord  nor its  successors or assigns
shall be bound by any such  assignment,  encumbrance,  attempted  assignment  or
attempted  encumbrance.  In the event Sublandlord applies or retains any portion
or all of the security deposited,  Subtenant shall restore the amount so applied
or retained within 3 days after the application thereof so that at all times the
amount deposited hereunder shall be equal to the amount set forth above.

         19.2.  Sublandlord  shall  deposit the security in an  interest-bearing
account at Fleet Bank, and the interest earned thereon,  less an  administrative
fee of one (1%) percent per annum of  principal,  shall be credited to Subtenant
annually.

         20.

         20.1.  Sublandlord  represents  that to the best of its knowledge there
are no  Hazardous  Materials  (as  hereinafter  defined)  within  the  Premises.
Sublandlord  agrees to indemnify  and hold  Subtenant  harmless from any expense
paid or incurred in connection  with the  investigation,  removal,  containment,
replacement, enclosure, encapsulation, abatement, remediation or other treatment
or repairs or cleaning of areas (herein  collectively  called  "remediation") in
connection  with the  presence of  Hazardous  Materials  in the  Premises to the
extent that such remediation is made necessary by Sublandlord's use or manner of
use of the  Premises and required  under Legal  Requirements  existing as of the
date hereof. For purposes hereof, the term "Hazardous  Materials" shall mean any
flammable explosives,  radioactive  materials,  hazardous wastes,  hazardous and
toxic  substances,  or related  materials,  asbestos or any material  containing
asbestos, or any other substance or material,  as defined by any federal,  state
or local environmental law, ordinance,  rule or regulation,  including,  without
limitation, the



                                       18
<PAGE>

Comprehensive  Environmental Response Compensation and Liability Act of 1980, as
amended,  the Hazardous Materials  Transportation Act, as amended,  the Resource
Conservation  and Recovery Act, as amended,  and in the regulations  adopted and
publications promulgated pursuant to each of the foregoing.  Hazardous Materials
shall not include normal cleaning and/or normal office substances or materials.

         IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
as of the day and year first above written.

                                     INTERNEURON PHARMACEUTICALS, INC.,
                                        Sublandlord

                                     By: ________________________________
                                         Name:
                                         Title:

                                     GENTA, INC., Subtenant

                                     By: ________________________________
                                         Name:
                                         Title:



                                       19
<PAGE>

STATE OF MASSACHUSETTS  )
                        :  ss.:
COUNTY OF MIDDLESEX     )

         On the ____ day of April,  1999, before me personally came _______,  to
me known,  who,  being by me duly  sworn,  did depose and say that he resides in
_______________ ______________; that he is the _________________ of GENTA, INC.,
the corporation  described in and which executed the above instrument;  and that
he  signed  his  name  thereto  by  order  of the  board  of  directors  of said
corporation.

                                            ____________________________________
                                                         Notary Public



                                       20
<PAGE>


                                    EXHIBIT A

                                    Overlease

                    (Copy of Overlease to be annexed hereto)


<PAGE>


                                    EXHIBIT B

                           Floor Plan of 200 Premises

                                (TO BE ATTACHED)