Exhibit10.1EXECUTION COPY

Genta IncorporatedTwo ConnellDrive Berkeley Heights, NJ 07922

Dated as of March28,  2006

Loretta M.  Itri,  M.D.6Kimble CircleWestfield, NJ 07090

Dear Dr.Itri:

We are pleased that you are willing to continue to serve asPresident, Pharmaceutical Development of Genta Incorporated, a Delawarecorporation (together with its successors and assigns, the‘‘Company’’). Accordingly, we would like tooffer you continued employment on the terms set forth in this letteragreement (this ‘‘Agreement’’), which uponcountersignature by you shall become a binding agreement between youand the Company (each, a ‘‘Party’’).

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| 1.  | Employment; Duties. |

(a)    As ofMarch  28,  2006 (the ‘‘EffectiveDate’’), the Company hereby engages and employs you, andyou hereby accept engagement and employment, as President,Pharmaceutical Development for the duration of the‘‘Term’’ (as defined in Section 2below).

(b)    As President, Pharmaceutical Development, ofthe Company, you shall have such authorities, and perform such duties,as are currently and/or customarily associated with your position. Inthis job, you will report to the Chief Executive Officer of theCompany. You shall perform your duties hereunder at such places asshall be necessary according to the needs, business or opportunities ofthe Company, and you acknowledge and agree that the performance of yourduties hereunder may require significant domestic and internationaltravel by you.

(c)    During the Term, you shall devotesubstantially all of your business time and efforts to the properdischarge of your duties and responsibilities under this Agreement. Youshall not during the Term engage in any other business activities,whether or not pursued for gain or profit, which will interfere withyour ability to perform any of the functions, powers or duties requiredunder this Agreement. In addition, you shall at all times during theTerm use your best reasonable efforts to adhere to all Company policiesand procedures as described in the Genta Employee Handbook.

2.    Term.    Your employmenthereunder shall be for a term of three years commencing as of theEffective Date and continuing through March  27,  2009 (the‘‘Term’’); provided however, that the Termshall thereafter be automatically and indefinitely be extended foradditional one-year periods, unless, at least six months prior to thethen-scheduled expiration date, written notice is given by either Partyto the other Party that an extension is not desired. Notwithstandingthe foregoing, the Term may be earlier terminated in strict accordancewith the provisions of Section 9.

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| 3.  | Compensationand Benefits. |

(a)    As cash compensation for theperformance of your duties on behalf of the Company during the Term,you shall receive the following:

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|  | (i)  | A basesalary of a minimum of $445,200 per annum (the ‘‘BaseSalary’’), payable in accordance with theCompany’s standard payroll practice, and reviewed annually fordiscretionary increase in a manner similar to other senior executivesof the Company. |

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|  | (ii)  | A cash bonus (a‘‘Bonus’’) with respect to each calendaryear that ends during the Term, ranging from 0% to 50% ofyour Base Salary, with a Bonus (‘‘TargetBonus’’) of 30% of your Base Salary to be paid ifmutually agreed-upon goals and objectives are achieved for the year,any Bonus to be paid no later than the earlier of (x) the date thatother senior executives of the Company receive their annual bonuses forsuch year and (y) March  15 of the year following such year. |

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The Company shall withhold all applicablefederal, state and local taxes, social security and workers’compensation contributions and such other amounts as may be required bylaw or agreed upon by the Parties with respect to compensation payableto you pursuant to this Agreement.

(b)    As of the date youexecute this Agreement, the Company shall grant you an option toacquire 500,000 shares of its Common Stock (the‘‘Option’’) pursuant to theCompany’s 1998 Stock Incentive Plan, as amended through the dateof the grant of the Option (the ‘‘1998Plan’’), at an exercise price per share equal to the FairMarket Value of a share of such Common Stock on such date, andotherwise on the terms and conditions set forth in the Stock OptionAgreement that is attached hereto as Exhibit A, which Stock OptionAgreement shall be fully executed by the Parties promptly upon fullexecution of this Agreement. For purposes of this Agreement,‘‘Fair Market Value’’ shallbe determined as provided in the 1998 Plan.

(c)    The Company agrees to reimburse you for reasonable andnecessary travel, business entertainment, and other business expensesincurred by you in connection with the performance of your duties underthis Agreement. Such reimbursements shall be made by the Company on atimely basis upon submission by you of appropriate documentation inaccordance with the Company’s standard procedures.

(d)    You shall be entitled during the Term to four weeks perannum vacation time. You may ‘‘carry over’’up to two weeks of unused vacation time from year to year;provided, however, that the maximum vacation accrualallowed at any one time shall not exceed six weeks.

(e)    During the Term, you shall be entitled to participate inany and all medical insurance, dental insurance, group health,disability insurance, life insurance, retirement, pension, savings,income deferral, fringe benefit, and other benefit and perquisiteplans, programs and arrangements that are made available to seniorexecutives of the Company generally, in each case on terms andconditions no less favorable to you than those applying to other seniorexecutives of the Company generally. For avoidance of doubt, theCompany, in its sole discretion, may at any time amend or terminate anysuch plan, program or arrangement.

(f)    During the Termonly and subject to underwriting approval, you will be entitled toreceive the following life insurance and disability benefits inaddition to those provided under Section3(e):

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|  | (i)  | The Company will pay the premiums on anordinary term life insurance policy in a face amount of three (3) timesyour Base Salary, with the death benefit payable to such beneficiariesas you shall name. |

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|  | (ii)  | The Company will pay thepremiums, up to a maximum of $5,000 per year, on an individual LongTerm Disability policy. |

(g)    In addition, you will beeligible for stock option grants consistent with the stock optionguidelines applicable to the Company’s other senior executives.Such grants will be issued as ISOs to the extent allowable by the Code,as defined in 3(j) below.

(h)    A directors' andofficers' liability insurance policy (or policies) shall be keptin place, during the Term and for six years thereafter, providingcoverage that is no less favorable to you in any respect (including,without limitation, with respect to scope, exclusions, amounts anddeductibles) than the coverage then being provided to any other presentor former officer or director of the Company.

(i)    If youare made a party or are threatened to be made a party to any Proceedingthat arises out of or relates to your service hereunder, then you shallpromptly be indemnified and held harmless to the fullest extentpermitted or authorized by the Company’s corporate charter,including the right to be paid by the Company for any expenses incurredin defending any such Proceeding in advance of its final disposition,pursuant to the terms of Article VIII of the Company’s corporatecharter. For purposes of this Agreement, the following terms shall havethe following meanings: ‘‘Affiliate’’ of aPerson shall mean any Person that directly or indirectly controls, iscontrolled by, or is under common control with, such Person;‘‘Claim’’ shall mean any claim, demand,request, investigation, dispute, controversy, threat, discoveryrequest, or request for testimony or information;‘‘Company Arrangement’’ shall mean anyplan, program, award, corporate governance document, agreement

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(including, without limitation, thisAgreement) or arrangement of the Company or any of its Affiliates;‘‘Person’’ shall mean any individual,corporation, partnership, limited liability company, joint venture,trust, estate, board, committee, agency, body, employee benefit plan,or other person or entity; and‘‘Proceeding’’ shall mean any threatened oractual action, suit or proceeding, whether civil, criminal,administrative, investigative, appellate, formal, informal orother.

(j)    If the aggregate of all amounts andbenefits due to you, under this Agreement or any other CompanyArrangement, or in connection with your employment with the Company orthe termination thereof, which, if received by you in full, wouldconstitute ‘‘parachute payments’’ as suchterm is defined in and under Section 280G of the Code (collectively,‘‘Change in Control Benefits’’), reduced byall Federal, state and local taxes applicable thereto, including theexcise tax imposed pursuant to Section 4999 of the Code, is less thanthe amount you would receive, after taxes, if you received aggregateChange in Control Benefits equal to only three times your‘‘base amount’’, as defined in anddetermined under Section 280G of the Code, less $1.00, then such cashChange in Control Benefits as you shall select shall be reduced oreliminated to the extent necessary so that the Change in ControlBenefits received by you will not constitute parachute payments(provided that reduction in such cash Change in Control Benefits canachieve this objective). The determinations with respect to thisSection 3(j) shall be made by an independent auditor (the‘‘Auditor’’) paid by the Company. TheAuditor shall be the Company’s regular independent auditorunless you reasonably object to the use of that firm, in which eventthe Auditor shall be a nationally-recognized United States publicaccounting firm chosen by the Company and approved by you (whichapproval shall not be unreasonably withheld or delayed). For purposesof this Agreement, the term ‘‘Code’’ shallmean the Internal Revenue Code of 1986, as amended, and any referenceto a particular section of the Code shall include any provision thatmodifies, replaces or supersedes such section.

(k)    It ispossible that after the determinations and selections made pursuant toSection 3(j) you will receive Change in Control Benefits that are, inthe aggregate, either more or less than the limitations provided inSection 3(j) (hereafter referred to as an ‘‘ExcessPayment’’ or‘‘Underpayment’’,respectively). If it is established, pursuant to a final determinationof a court or an Internal Revenue Service proceeding that has beenfinally and conclusively resolved, that an Excess Payment has beenmade, then you shall refund the Excess Payment to the Company promptlyon demand, together with an additional payment in an amount equal tothe product obtained by multiplying the Excess Paymenttimes the applicable annual federal rate (as determined in andunder Section 1274(d) of the Code) times a fraction whosenumerator is the number of days elapsed from the date of your receiptof such Excess Payment through the date of such refund and whosedenominator is 365. In the event that it is determined (x) by a courtof competent jurisdiction, or (y) by the Auditor upon request by you orthe Company, that an Underpayment has occurred, the Company shall payan amount equal to the Underpayment to you within 10 days of suchdetermination together with an additional payment in an amount equal tothe product obtained by multiplying the Underpaymenttimes the applicable annual federal rate (as determined in andunder Section 1274(d) of the Code) times a fraction whosenumerator is the number of days elapsed from the date of theUnderpayment through the date of such payment and whose denominator is365.

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| 4.  | Representations andWarranties. |

(a)    You hereby represent and warrant tothe Company as follows:

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|  | (i)  | Neither theexecution and delivery of this Agreement nor the performance by you ofyour duties and other obligations under it violates any statute, law,regulation, order, judgment or decree, or conflicts with or constitutesa default under (whether immediately, upon the giving of notice orlapse of time, or both) any prior employment agreement, contract, orother instrument to which you are a party or by which you arebound. |

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|  | (ii)  | You have the fullright, power and legal capacity to execute and deliver this Agreementand to perform your duties and other obligations hereunder. ThisAgreement constitutes your legal, valid and binding obligation,enforceable against you in accordance with its terms. No approvals orconsents of any persons or entities are required for you to execute anddeliver this Agreement or perform your duties and other obligationshereunder. |

(b)    The Company hereby represents and warrantsto you as follows:

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|  | (i)  | It is fully authorized byaction of any Person whose action is required to enter into thisAgreement and to perform its obligations under it. |

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|  | (ii)  | The execution, delivery and performance of thisAgreement by it does not violate any applicable law, regulation, order,judgment or decree or any other Company Arrangement to which it is aparty or by which it is bound. |

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|  | (iii)  | Upon theexecution and delivery of this Agreement by the Parties, this Agreementshall be a valid and binding obligation of the Company, enforceableagainst it in accordance with its terms. |

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| 5.  | Non-competition andNon-solicitation. |

(a)    You understand and recognizethat your services to the Company are special and unique and you agreethat, during the Term and, except as provided below, for two yearsthereafter, you shall not other than in connection with performingservices for the Company (or any of its Affiliates) or with the priorwritten consent of a representative of the Company specificallyauthorized by the Chief Executive Officer to give such consent,directly or indirectly, on behalf of yourself or any Person enter intoor engage in any business that competes, or is actively planning tocompete, directly and materially with the Company with respect to anytechnology or service of, or any product manufactured or distributedby, the Company or in which the Company has intellectual propertyrights (except as provided below, a ‘‘ConflictingField’’), either as an individual for your own account,or as a partner, joint venturer, executive, agent, consultant,salesperson, officer, director or shareholder of such Person(‘‘Competitor’’); provided,however, that (i) following any termination of your employmenthereunder, ‘‘Conflicting Field’’ shallrefer only to the field of using antisense technology as therapy forcancer as its primary business; (ii) subject to the provisions ofSection 1(c) above, nothing in this Agreement shall preclude you fromaccepting employment with, or providing services for, any Person thatcompetes, or is actively planning to compete, with the Company in aConflicting Field so long as (x) you work solely in a subsidiary,division, or other distinct unit of such Person that carries on abona fide business that does not compete, and is not activelyplanning to compete with the Company in a Conflicting Field or (y) youserve as a member of a board of directors (and not as an employee) andyour activities otherwise do not involve competition with the Companyin a Conflicting Field, either directly or indirectly; and (iii)nothing in this Agreement will preclude you from holding five percent(5%) or less of the equity interests of any publicly tradedentity, calculated on a fully diluted basis. For purposes of thisSection 5 (other than Section 5(c)), the term‘‘Company’’ shall be deemed to include,where appropriate, all direct and indirect subsidiaries of theCompany.

(b)    In further consideration of the payments andbenefits to be provided to you pursuant to this Agreement (including,without limitation, pursuant to Sections 3 and 10 hereof) you agreethat during the Term and for two years thereafter, but subject toSections 5(e) and 5(f) below, you shall not, other than in connectionwith performing services for the Company or any of its Affiliates orwith the prior written consent of a representative of the Companyspecifically authorized by the Chief Executive Officer of the Companyto give such consent:

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|  | (i)  | directlyor indirectly take any action, or attempt to take any action, which isintended to, or should reasonably be foreseen by you to, induce amaterial breach of any material contract or agreement known to youbetween the Company and any of its licensors, licensees, clients,customers, vendors, suppliers, agents, consultants, employees (whetheror not such employees are ‘‘at will’’employees) or any other Person with whom the Company has an agreement(each, a ‘‘CoveredParty’’); |

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|  | (ii)  | directlyor indirectly solicit or attempt to solicit any Covered Party toterminate his, her or its relationship with the Company in breach ofany material contract or agreement with the Company known toyou; |

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|  | (iii)  | directly or indirectlysolicit or attempt to solicit any individual known by you to be anemployee or consultant of the Company to instead become an employee,agent, consultant, representative or advisor of any other Person;or |

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|  | (iv)  | directly or indirectlypersuade, or seek to persuade, any customer of or supplier to theCompany to cease to do business with the Company, or to reduce theamount of business which such customer or supplier has done orcontemplates doing with the Company, whether or not the relationshipbetween the Company and such customer or supplier was originallyestablished in whole or in part through your efforts. |

(c)    During the Term and for two years thereafter you agreethat (i) upon becoming employed by a Competitor, or by a subsidiary,division or other business unit of a Competitor, you will promptlyprovide notice to the Company of such employment; and (ii) upon theearlier of your (x) negotiating with any Competitor concerning thepossible employment of you by such Competitor, (y) receiving an offerof employment from any Competitor, and (z) becoming employed by anyCompetitor, you will promptly provide copies of Sections 5, 6, 7 and 8of this Agreement to such Competitor. You further agree that theCompany may, during such period, provide notice to any Competitor bywhich you have become employed, or with which you are negotiating tobecome employed, of your obligations under this Agreement, includingwithout limitation your obligations under Sections 5, 6 and 7hereof.

(d)    You understand that the provisions of thisSection 5 may limit your ability to earn a livelihood in a businesssimilar to the business of the Company but nevertheless agree andhereby acknowledge that the consideration provided under thisAgreement, including any compensation or benefits provided underSections 3 and 10 hereof, is sufficient to justify the restrictionscontained in this Section 5. In consideration thereof and in light ofyour education, skills and abilities, you agree that you will notassert in any forum that such provisions prevent you from earning aliving or otherwise are void or unenforceable or should be held void orunenforceable.

(e)    Nothing in Section 5(b) above shallpreclude any Person with whom you become associated from acceptingoffers from individuals employed by the Company to be employed by suchPerson; provided that such offers were not solicited, orotherwise encouraged by you, either directly orindirectly.

(f)    The provisions of this Section 5 shall benull and void in the event that, after the Term, the Company or any ofits Affiliates materially breaches any of their material obligations toyou, under Section 10 or otherwise, which breach is not fully cured onfifteen days’ notice from you to the Company requestingcure.

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| 6.  | Ownership of ProprietaryInformation. |

(a)    You confirm and agree that allproprietary information relating to the Company’s business thathas been created by, discovered by, developed by, learned by, or madeknown to, the Company, or assigned, licensed or otherwise conveyed tothe Company from the beginning of time through the end of the Term(including, without limitation, proprietary information relating to theCompany’s business created by, discovered by, developed by,learned by, reduced to practice by or made known to the Company, or toyou, either alone or jointly with others, during your employment withthe Company, and proprietary information relating to theCompany’s customers, clients, suppliers, vendors, consultants,licensors and licensees) has been, is and shall be the sole property ofthe Company, and the Company has been, is and shall be the sole ownerof all proprietary designs, ideas, patents, patent applications,copyrights, copyright applications and other rights in connection withsuch proprietary information, including but not limited to the right tomake application for statutory protection of any kind with respect tosuch proprietary information, in any country. All of the aforementionedinformation is hereinafter called ‘‘ProprietaryInformation’’ (and shall be deemed ProprietaryInformation regardless of whether or not the Proprietary Information ispatentable or copyrightable) 

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except to the extent otherwise provided inSection 6(b) below. By way of illustration, but not limitation,Proprietary Information includes, to the extent proprietary to theCompany and except to the extent otherwise provided in Section 6(b)below, trade secrets, processes, discoveries, structures, works ofauthorship, copyrightable works, trademarks, copyrights, formulas,data, data structures, know-how, show-how, improvements, informationrelating to products (both current and under development), services andtechnologies, product concepts, specifications, techniques, informationor statistics contained in, or relating to, promotion or marketingplans and programs, strategies, forecasts, blueprints, sketches,records, notes, devices, drawings, customer lists, patent applicationsof any kind, trademark applications and information about theCompany’s employees and/or consultants (including, withoutlimitation, the compensation, job responsibility and job performance ofsuch employees and/or consultants) and confidential businessinformation of the Company or any of its clients, consultants,suppliers, customers, vendors, licensors, licensees and other thirdparties. For purposes of this Section 6(a), and of Sections 6(b), 6(c)and 6(d) below, the term ‘‘Company’’ shallbe deemed to include, as appropriate, all of the Company’sAffiliates.

(b)    Notwithstanding the foregoing,Proprietary Information shall not include: (i) information in thepublic domain not as a result of any breach of this Agreement or of anyduty owed by you to the Company or any other Person; (ii) informationlawfully in your possession prior to the commencement of youremployment with the Company and not disclosed to you by the Company or(iii) information disclosed to you without restriction by a third partywho had the right to disclose such information toyou.

(c)    You agree that the results of all work and tasksperformed by you, and all copyrightable works created by you, for or onbehalf of the Company (‘‘Works’’) are ownedby the Company and, to the extent permitted by law, shall be‘‘works made for hire’’ as that term isdefined in the United States Copyright Act (17 U.S.C. Section 101). TheCompany shall therefore be deemed to be the sole author and owner ofany and all right, title and interest in any Works including withoutlimitation, all intellectual property rights therein. You hereby assignto the Company all right, title and interest you may have or acquire inany Works.

(d)    You agree to transfer and assign, and dohereby transfer and assign, to the Company all of your right, title andinterest in and to all inventions (including, but not limited to, newcontributions, concepts, ideas, developments, discoveries, processes,procedures, formulas, methods, compositions, techniques, articles,machines, and improvements), writings (including, but not limited to,computer programs, manuals, reports, databases and other information),and all related know-how (collectively referred to as‘‘Inventions’’), whether or not patentable,copyrightable or protectable as trade secrets, conceived, developed ormade by you, alone or with others, during the Term which: (i) relate tothe actual or anticipated business, research or development of theCompany; (ii) are conceived, developed, or made using equipment,supplies, facilities, or Proprietary Information of the Company; or(iii) result from work performed by you for the Company.

(e)    It is understood that no patent, copyright, trademark orother proprietary right or license is granted to you under thisAgreement. Any disclosure of Proprietary Information and any materialswhich may accompany any such disclosure in the course of youremployment under this Agreement shall not result in the grant to you ofany proprietary rights, express or implied, of any kind as against theCompany.

(f)    During the Term and thereafter, you agreethat you will, upon reasonable request by the Company, promptlydisclose to the Company, or any Person reasonably designated by theCompany, all Proprietary Information and Works that you know or possessand that have been developed, created, made, conceived, reduced topractice or learned by the Company, any Affiliate of the Company, oryou, either alone or jointly with others, during the Term and are nototherwise known to the Company’s officers and directors.

(g)    Any assignment of copyright under this Agreement includesall rights of paternity, integrity, disclosure and withdrawal and otherrights relating thereto that may be known as or referred to as‘‘moral rights’’ (collectively,‘‘Moral Rights’’). To the extent such MoralRights cannot be assigned under applicable law and to the extent thefollowing is allowed by the laws in the various countries 

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where such Moral Rights exist, you herebywaive such Moral Rights and consent to any action of the Company thatwould violate such Moral Rights in the absence of such consent. Youagree to confirm any such waivers and consents from time to time asrequested by the Company.

(h)    You further agree to assistthe Company upon reasonable request by the Company and both during andafter the Term (but at the Company’s sole expense), to obtain,confirm and from time to time enforce patents, copyrights or otherrights relating thereto for Works in any and all countries, and to thatend you will, upon reasonable request by the Company, execute anydocuments reasonably necessary: (i) to apply for, obtain and vest inthe name of the Company alone (unless the Company otherwise directs)letters patent, copyrights or other analogous protection with respectto Works in any country throughout the world and when so obtained orvested to renew and restore the same on behalf of the Company; and (ii)to defend any opposition proceedings in respect of such applicationsand any opposition proceedings or petitions or applications forrevocation of such letters patent, copyright or other analogousprotection. If the Company is unable, upon reasonable request and afterreasonable effort, to secure your signature on any document reasonablyneeded to apply for, prosecute or enforce any patent, copyright orother protection for any Work, whether because of your physical ormental incapacity or for any other reason whatsoever, you herebyirrevocably designate and appoint the Company and its duly authorizedofficers and agents as your agent and attorney-in-fact, to act for andin your behalf and stead to execute and file any such document and todo all other lawfully permitted acts to further the prosecution andenforcement of patents, copyrights or other protections with the samelegal force and effect as if executed by you.

(i)    Yourobligation to assist the Company, upon reasonable request by theCompany, in obtaining and enforcing patents and copyrights for Works inany and all countries, and in resisting disclosure of ProprietaryInformation as provided in Section 7(d) below, and in otherwisecarrying out your obligations under Sections 6 and 7, shall continuebeyond the Term to the extent provided herein, but the Company agreesto compensate you, on an hourly basis based on an eight hour day at adaily rate of $1,500, for time actually spent by you after the Term atthe Company’s request on such matters.

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| 7.  | Useand Disclosure of Proprietary Information. |

(a)    Youagree at all times, including after the Term, (x) to keep in strictesttrust and confidence and not to disclose or make accessible to anyother Person other than with the prior written consent of arepresentative of the Company specifically authorized by the ChiefExecutive Officer or the Board to give such consent, ProprietaryInformation of the Company and its Affiliates, and (y) not to use anysuch Proprietary Information for yourself or others; providedthat the provisions of this Section 7(a) shall not prohibit or restrictuse or disclosure in connection with the proper discharge of yourservices for the Company or any of its Affiliates or as otherwiseprovided in this Agreement.

(b)    You further agree not todisclose or publish at any time, during or after the Term, and inviolation of any obligation of confidence owed by you, informationrelating to any of your former employers.

(c)    Upon lawfulwritten notice by the Company to you either during or after the Term,you shall promptly deliver to the Company, or, if requested by theCompany, promptly destroy all written Proprietary Information, and anyother written material containing any Proprietary Information (whetherprepared by the Company, you or a third party), that is in physical(including without limitation electronic) form and that is in yourpossession, and will not retain any copies, extracts, summaries orother reproductions in whole or in part of such written ProprietaryInformation or other material; provided that you shall in allinstances be permitted to retain, and use appropriately: (x) yourpersonal correspondence files, rolodex, and the like and (y) documentsrelating to your benefits, entitlements, compensation, tax obligations,and the like.

(d)    If during the Term or thereafter you arerequired by law, or by order, subpoena or comparable process from anarbitrator, court, agency or other Person, to disclose all or any partof any Proprietary Information, other than as contemplated elsewhere inSections 6 and 7, you will provide the Company with prompt writtennotice of such requirement, and of the terms and 

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circumstances surrounding such requirement, sothat the Company, or, as applicable, one or more of its Affiliates, mayseek an appropriate protective order or waive compliance with theprovisions of this Agreement. In such case, the Parties will consultwith each other on the advisability of pursuing any such order or otherlegal action or available steps to resist or narrow such requirement.If, failing the entry of a protective order or the receipt of a waiverhereunder, you are, in the opinion of your counsel, legally compelledto disclose Proprietary Information, you may disclose only that portionof such information which counsel advises you that you are legallycompelled to disclose. In any event, you will cooperate reasonably withthe Company in obtaining, and will not oppose action by the Company(or, as applicable, one or more of its Affiliates) to obtain, anappropriate protective order or other reliable assurance thatconfidential treatment will be accorded the disclosure of anyProprietary Information. All expenses reasonably incurred by you incomplying with Sections 6 and 7 (including, without limitation, feesand other charges of counsel) will be promptly reimbursed by theCompany.

8.    Enforcement.    Youagree that the remedy at law for any breach or threatened breach by youof any covenant contained in Sections 5, 6, or 7 of this Agreementwould be inadequate and that such a breach may cause irreparable damageto the Company. In the event that you breach or threaten to breach anyprovisions of Sections 5, 6 or 7, in addition to any other rights whichthe Company may have at law or in equity, the Company shall beentitled, without the posting of a bond or other security, to seekinjunctive relief from any court of competent jurisdiction to enforcethe restrictions contained in such Sections. In the event that anactual proceeding is brought in equity to enforce any of the provisionsof Sections 5, 6, or 7, you shall not assert as a defense that there isan adequate remedy at law, nor shall the Company be prevented fromseeking any other remedies that may be available to it (includingwithout limitation monetary damages). The prevailing party in anycontested request for injunctive relief under this Section 8 shall beentitled to prompt reimbursement for such party’s reasonableattorneys’ fees, and for other costs and expenses reasonablyincurred by such party, in connection with suchrequest.

9.    Termination.    Youremployment hereunder, and the Term, shall terminate upon the first tooccur of the following events:

(a)    Death.   Yourdeath.

(b)    Disability.   You have been unable,for a period of one hundred and eighty (180) consecutive days, toperform your duties under this Agreement, as a result of physical ormental illness, injury or incapacity (‘‘Becoming TotallyDisabled’’) and the Company shall have communicated toyou, by written notice, the fact of your termination, which terminationshall be effective on the 30th day after receipt of such notice by you,unless you return to full-time performance of your duties hereunderprior to such 30th day.

(c)    Termination by theCompany for Cause.   The Company may terminate your employmentfor Cause effective immediately upon written notice to you except ashereinafter provided in subsection 9(c)(ii). For purposes of thisAgreement, the term ‘‘Cause’’ shall meanany of the following:

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|  | (i)  | Anywillful and material breach by you of any of the provisions of Sections4, 5, 6 or 7 of this Agreement, which breach results in a materialdetriment to the Company or any Affiliatethereto; |

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|  | (ii)  | Any willful andmaterial breach by you of Section 1(b) or (c), which breach is notcured by you within 30 days of written notice thereof from the Company;provided, however, that your right to such 30 daycure period shall be conditioned upon your good faith attempt to curesuch breach; |

|  |             |                                                                                                                                             |
|--|-------------|---------------------------------------------------------------------------------------------------------------------------------------------|
|  | (iii)  | Any action oromission by you that is intended to harm the Company and that is in badfaith and likely to cause material harm to the Company; |

|  |            |                                                                                                                                                                                                   |
|--|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (iv)  | Any other act or bad faith omissionby you that constitutes willful gross misconduct or willful grossneglect and that has the effect of materially harming the Company, itsbusiness or reputation; |

8

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|  |           |                                                                                                                                                                                               |
|--|-----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (v)  | Theperpetration of an intentional and knowing fraud against or adverselyaffecting the Company or any Covered Party, which fraud causes or islikely to cause material detriment to theCompany; |

|  |            |                                        |
|--|------------|----------------------------------------|
|  | (vi)  | The conviction of youof any felony; or |

|  |             |                                                                                                 |
|--|-------------|-------------------------------------------------------------------------------------------------|
|  | (vii)  | You engagein willful gross misconduct that constitutes illegal harassment and/ordiscrimination. |

(d)    Termination by the Company WithoutCause.   The Company may terminate your employment hereunder atany time for any reason or no reason by giving you thirty (30)days’ prior written notice of thetermination.

(e)    Termination by You For GoodReason.   You may terminate your employment hereunder for‘‘Good Reason’’ on tendays’ written notice to the Company following the occurrence ofany of the following without your prior written consent: (i) you areassigned duties that are inconsistent in any material respect withSection 1(b) above, or your title, position, authorities, duties orresponsibilities are materially diminished, in each case without fullcure on 30 days’ written notice from you to the Companyrequesting cure; provided that the Company becoming asubsidiary of another entity, or otherwise ceasing to be apublicly-traded company, shall not in and of itself constitutecircumstances described in this clause (i) unless an assignment ordiminishment described in this clause (i) occurs in connectiontherewith; (ii) any failure by the Company to timely comply with itsobligations to you under Section 3 above, or with any other materialobligation to you, that is not fully cured on 30 days’ writtennotice from you to the Company requesting cure; (iii) any change inyour reporting structure so that you are required to report, in yourcapacity as President, Pharmaceutical Development, to any Person otherthan the Chief Executive Officer, if not fully cured on tendays’ written notice from you to the Company requesting cure;(iv) any relocation of the Company’s headquarters, or of yourprincipal place of employment, to a location that is more than 75 milesfrom Berkeley Heights, New Jersey; or (v) any failure by the Company toobtain the assumption in writing of its obligations under thisAgreement by any successor to all or substantially all of its businessor assets within 15 days after any reconstruction, amalgamation,combination, merger, consolidation, sale, liquidation, dissolution orsimilar transaction. In addition, any termination by you, on 30days’ written notice from you to the Company, of your employmenthereunder during any 30-day period that commences 365 days after theoccurrence of any Change in Control shall be treated as a terminationby you for ‘‘Good Reason’’. For purposes ofthis Agreement, ‘‘Change in Control’’ shallmean ‘‘Change in Control’’ as defined inthe 1998 Plan.

(f)    Termination By You Without GoodReason.   You may terminate your employment hereunder at anytime, for any reason or no reason, by giving 30 days’ priorwritten notice of termination to the Company. No such termination ofyour employment hereunder shall be deemed a breach of thisAgreement.

(g)     Expiration of Term.   Youremployment hereunder shall terminate upon expiration of the Termpursuant to notice of non-extension given by either Party in accordancewith Section 2.

10.    Benefits UponTermination of Your Employment Hereunder.    In the eventthat your employment hereunder is terminated, you shall be entitledonly to the following compensation and benefits:

(a)    Termination By Reason of Death or Becoming TotallyDisabled; Termination by the Company for Cause; Termination by YouWithout Good Reason.   In the event that your employmenthereunder is terminated by reason of your death or your BecomingTotally Disabled, or by the Company for Cause or by you without GoodReason, pursuant to Sections 9(a), 9(b), 9(c) or 9(f), the Companyshall promptly pay, or otherwise provide, the following amounts andbenefits to you (or your estate, as the case maybe):

|  |           |                                                                                                                       |
|--|-----------|-----------------------------------------------------------------------------------------------------------------------|
|  | (i)  | Any accrued but unpaid BaseSalary as of the date of termination for services rendered through thedate of termination; |

|  |            |                                                                                   |
|--|------------|-----------------------------------------------------------------------------------|
|  | (ii)  | Any accruedbut unpaid expenses required to be reimbursed pursuant to Section3(c); |

9

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|  |             |                                                     |
|--|-------------|-----------------------------------------------------|
|  | (iii)  | Anyvacation accrued through the date oftermination; |

|  |            |                                         |
|--|------------|-----------------------------------------|
|  | (iv)  | Any earned butunpaid Bonus amounts; and |

|  |           |                                                                                                                                                                                                                                                                                                     |
|--|-----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (v)  | Anyother additional amounts or benefits to which you may be entitledpursuant to the applicable terms of any applicable Company Arrangement,with all such amounts and benefits to be determined, and paid orotherwise provided, in accordance with the applicable terms of suchCompany Arrangements. |

(b)    Termination by the CompanyWithout Cause or by You for Good Reason.   In the event thatyour employment hereunder is terminated by the Company without Causepursuant to Section 9(d), or by you for Good Reason pursuant to Section9(e), the Company shall promptly pay, or otherwise provide, thefollowing amounts and benefits toyou:

|  |           |                                                                            |
|--|-----------|----------------------------------------------------------------------------|
|  | (i)  | The amounts and benefitsdescribed in Section 10(a)(i) through 10(a)(v);and |

|  |            |                                                                                                                                                      |
|--|------------|------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (ii)  | Provided that you execute,and do not revoke, a mutual release, that is in substantially the formattached hereto as ExhibitB:     |

|  |           |                                                                           |
|--|-----------|---------------------------------------------------------------------------|
|  | (A)  | Prompt lump-sumpayment equal to your then current annualized Base Salary; |

|  |           |                                                                                                                                                                                                                                                 |
|--|-----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (B)  | Lump-sum payment of a pro-rata bonusfor the calendar year oftermination, based on actual performance asdetermined in good faith by the Company and paid in cash as soon asreasonably practicable following the calendar year of termination;and |

|  |           |                                                                                                                                                                                                                                                                                                                                                                                                                                |
|--|-----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (C)  | Each of your outstandingstock options relating to    Company stock shall, to the extentvesting or exercisability depends solely on your continued employment,become fully vested, and fully exercisable, as of the date oftermination of your employment with the Company and (for avoidance ofdoubt) shall remain exercisable for the period otherwise provided underthe applicable Company Arrangements. |

(c)    Expirationof the Term.   In the event that your employment hereunderterminates by expiration of the Term pursuant to notice ofnon-extension in accordance with Section 2, the Company shall promptlypay, or otherwise provide, the following payments and benefits toyou:

|  |           |                                                                        |
|--|-----------|------------------------------------------------------------------------|
|  | (i)  | The amounts and benefitsdescribed in Section 10(a)(i) through10(a)(v); |

|  |            |                                                                                                          |
|--|------------|----------------------------------------------------------------------------------------------------------|
|  | (ii)  | A pro-rata bonus forthe year of termination, determined and paid as provided in Section10(b)(ii)(B); and |

|  |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|--|-------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (iii)  | If the Termexpires pursuant to notice of non-extension from the Company, each ofyour outstanding stock options whose vesting or exercisability dependssolely on your continued employment shall become fully vested, andfully exercisable, as of the date of termination, but only to theextent that such option was then scheduled to become vested orexercisable within 90 days following the date of your termination hadyour employment hereunder continued; and (for avoidance of doubt) shallremain exercisable for the period otherwise provided under theapplicable Company Arrangements. For avoidance of doubt, thissub-section 10(c)(iii) does not apply to theOption. |

(d)    No Mitigation; No Offset.   In theevent of any termination of your employment hereunder, you shall haveno obligation to mitigate the obligations of the Company under thisAgreement or otherwise, and there shall be no offset against amounts orbenefits due to you under this Agreement or otherwise on account of (x)any claim that the Company or any of its Affiliates may have againstyou or (y) any remuneration or other benefit earned or received by youafter such termination. Any amounts due under this Section 10 areconsidered to be reasonable by the Company and are not in the nature ofa penalty.

10

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(e)    No Other Benefits orCompensation.   Except as otherwise provided in this Agreement,you shall have no right to receive any other compensation, or toparticipate in any other arrangement or benefit with respect to anyfuture period after the date of termination.

(f)    Section 409A Matters.    Notwithstanding anythingin this Agreement or elsewhere to thecontrary:

|  |           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|--|-----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (i)  | If payment orprovision of any amount or other benefit at the time otherwisespecified in this Agreement or elsewhere would subject such amount orbenefit to additional tax pursuant to Section 409A(a)(1)(B) of theCode, and if payment or provision thereof at a later date would avoidany such additional tax, then such payment or benefit shall bepostponed to the earliest date on which such amount or benefit can bepaid or provided without incurring any such additional tax, at whichtime it shall be paid or provided with interest for the period ofdelay, compounded annually (with interpolation for partial years), atthe prime lending rate as published in The Wall Street Journal and ineffect as of the date the payment or benefit should otherwise have beenprovided. |

|  |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|--|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (ii)  | Except for paymentsand benefits covered by clause (i), if any payment or benefit permittedor required under this Agreement, or otherwise, is reasonablydetermined by either party to be subject for any reason to a materialrisk of additional tax pursuant to Section 409A(a)(1)(B) of the Code,then the parties shall negotiate on a reasonable and good faith basison appropriate provisions to avoid such risk without materiallychanging the economic value of this Agreement to eitherparty. |

11.    Notices.    Any noticeor other communication given in connection with this Agreement shall bein writing and shall be deemed to have been given: when deliveredpersonally after receipt therefore; one (1) day after being sent byFederal Express or similar overnight delivery, with receiptacknowledged; or three (3) days after being mailed by registered orcertified mail, postage prepaid, return receipt obtained, to eitherparty at the address set forth below, or to such other address as suchparty shall give by notice hereunder to the other party.

If tothe Company:

Genta IncorporatedTwo ConnellDriveBerkeley Heights, NJ 07922Attention: GreggSiefert

With a copy to:

Fox Rothschild LLPPOBox 5231Princeton, NJ 08543-5231Attention: Sally Howe,Esq.

FAX: (609)896-1469

If to you:

The address of your principal residence as it appears inthe Company’s records, with a copy to you (during the Term) atyour principal office at the Company.

With a copyto:

Morrison Cohen

909Third Ave New York, New York 10022Attn: Robert M.Sedgwick,  EsqFax #: 212-735-8708

11

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12.    Severability ofProvisions.    If any provision of this Agreement shall bedeclared by any court or arbitrator of competent jurisdiction to beinvalid, illegal or incapable of being enforced in whole or in part,the remaining conditions and provisions or portions thereof shallnevertheless remain in full force and effect and enforceable to theextent they are valid, legal and enforceable and no provision shall bedeemed dependent upon any other covenant or provision unless soexpressed herein. If any provision of this Agreement or any partthereof is held to be invalid or unenforceable because of the scope orduration of or the area covered by such provision, the Parties agreethat the court making such determination shall reduce the scope,duration and/or area of such provision (and substitute appropriateprovisions for any such invalid or unenforceable provisions) in orderto make such provision enforceable to the fullest extent permitted bylaw and/or shall delete specific words and phrases, and such modifiedprovision shall then be enforceable and shall be enforced. The Partiesrecognize that if, in any Proceeding, a court shall refuse to enforceany of the separate covenants contained in this Agreement, then thatinvalid or unenforceable covenant contained in this Agreement shall bedeemed eliminated from these provisions to the extent necessary topermit the remaining separate covenants to be enforced. In the eventthat any court or arbitrator determines that the time period or thearea, or both are unreasonable and that any of the covenants is to thatextent invalid or unenforceable, the Parties agree that such covenantswill remain in full force and effect, first, for the greatest timeperiod, and second, in the greatest geographical area that would notrender them unenforceable.

13.    EntireAgreement; Modification; Inconsistencies;Assignment

(a)    This Agreement contains the entireunderstanding and agreement between the Parties concerning the specificsubject matter hereof and supersedes in its entirety, as of theEffective Date, any prior employment agreement between the Parties;provided, however, that nothing herein shall limit or reduceany right or benefit that shall have accrued to you as of the EffectiveDate, or any right under any prior employment agreement, or otherwise,on account of events occurring prior to the Effective Date, or anyright under either: (i) Section 3(b) of the August  5,2003 employment agreement; or (ii) Sections 3(b) and 3(c) of theMarch  27,  2001 employment agreement between the Parties(with the reference to the ‘‘Term’’ in suchSection 3(c) being deemed to include the Term as defined in thisAgreement).

(b)    No provision in this Agreement may beamended unless such amendment is set forth in a writing that expresslyrefers to the provision of this Agreement that is being amended andthat is signed by you and by an authorized representative of theCompany. The failure of either part to insist upon the strictperformance of any terms, conditions and provisions of this Agreementshall not be construed as a waiver or relinquishment of futurecompliance therewith, and said terms, conditions and provisions shallremain in full force and effect. No waiver by any Person of any breachof any condition or provision contained in this Agreement shall bedeemed a waiver of any similar or dissimilar condition or provision atthe same or any prior or subsequent time. To be effective, any waivermust be set forth in a writing signed by the waiving Person and mustspecifically refer to the condition(s) or provision(s) of thisAgreement being waived. In the event of any inconsistency between anyprovision of this Agreement and any provision of any other CompanyArrangement, the provisions of this Agreement shall control unless youotherwise agree in a writing that expressly refers to the provision ofthis Agreement whose control you are waiving.

(c)  The rights, liabilities, duties and obligationsof the Company under this Agreement may not be assigned or transferredby the Company except that such rights and obligations may beassigned or transferred pursuant to (i) a merger, consolidation orother combination in which the Company is not the continuing entity; or(ii) a sale or liquidation of all or substantially all of the businessand assets of the Company; provided that the assignee ortransferee is the successor to all or substantially all of the businessand assets of the Company and such assignee or transferee expresslyassumes in writing the rights, liabilities, duties and obligations ofthe Company as set forth in thisAgreement. 

(d)    None of your rights or obligationsunder this Agreement may be assigned or transferred by you other thanyour rights to compensation and benefits, which may be transferred onlyby will or by operation of law, except that you shall be entitled, tothe extent permitted under applicable law, to 

12

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select and change a beneficiary orbeneficiaries to receive any compensation or benefit hereunderfollowing your death by giving written notice thereof to the Company.In the event of your death or a judicial determination of yourincompetence, references in this Agreement to you shall be deemed,where appropriate, to refer to your beneficiary, estate or other legalrepresentative.

14.    BindingEffect.    The rights, benefits, duties and obligationsunder this Agreement shall inure to, and be binding upon, the Companyand its successors and assigns, and upon you and your legalrepresentatives. This Agreement constitutes a personal serviceagreement, and the performance of your obligations hereunder may not betransferred or assigned byyou.

15.    Governing Law.    ThisAgreement shall be governed, construed, performed and enforced inaccordance with its express terms, and otherwise in accordance with thelaws of the State of New Jersey without regard to principles ofconflict of law.

16.    Survivability.    The provisionsof this Agreement which by their terms call for performance subsequentto termination of your employment hereunder shall so survive suchtermination.

17.    Headings.    The headings of Sections andsubsections of this Agreement are inserted for convenience and shallnot affect any interpretation of this Agreement. Signatures deliveredby facsimile shall be effective for all purposes.

Signature PageFollows

13

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If this letter agreement meetswith your approval and you desire to accept this offer of employment onthe terms and conditions set forth herein, please execute the enclosedcopy of this letter and return it to me as soon aspossible.

                   Sincerely,

|  | GENTAINCORPORATED |
|--|-------------------|

|  | By:    ____________________ |
|--|-------------------------------------------------|

|  | DanielVon Hoff, M.D. Chairman of the Compensation Committee of theBoard |
|--|-------------------------------------------------------------------------|

|  | Date:                     ,2006 |
|--|-------------------------------------------------------------------------------------------------------------------------------------|

AGREED ANDACCEPTED

|  |
|--|
|  |  |
|  |

Loretta M.Itri,  M.D.

Date:                    ,2006

14

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EXHIBITA

FORM OF STOCK OPTION AGREEMENT

----

Exhibit A

GENTAINCORPORATED

1998 STOCK INCENTIVE PLAN

FORM OFINCENTIVE STOCK OPTION AGREEMENT

TheCompensation Committee of Genta Incorporated(‘‘Genta’’) has determined to grant you anoption (the ‘‘Option’’) to purchase sharesof the common stock of Genta under the Genta Incorporated 1998 StockIncentive Plan (the ‘‘Plan’’). The terms ofthe grant are set forth in the Incentive Stock Option Agreementprovided to you (the ‘‘Agreement’’). Thefollowing provides a summary of the key terms of the Agreement;however, you should read the entire Agreement, along with the terms ofthe Plan, to fully understand the Agreement.

Summaryof Incentive Stock OptionAgreement

|           |  |             |
|-----------|--|-------------|
| Optionee: |  | LorettaItri |
|           |  |             |

|                |  |          |
|----------------|--|----------|
| Date of Grant: |  | 07/27/06 |
|                |  |          |

|                                |  |               |
|--------------------------------|--|---------------|
| TotalNumber of Shares Granted: |  | 500,000Shares |
|                                |  |               |

|                          |  |         |
|--------------------------|--|---------|
| Exercise Price PerShare: |  | $1.5900 |
|                          |  |         |

|                   |  |                                                                                                                                                                                                                   |
|-------------------|--|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Vesting Schedule: |  | Atotal of 200,000 of the 500,000 Shares subject to the Option willbecome exercisable on the date that Genasense receives approval for anyfirst indication in the United States by the Food and DrugAdministration |
|                   |  |                                                                                                                                                                                                                   |

|  |  |                                                                                                                                                                                                      |
|--|--|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  |  | A total of 200,000 of the 500,000 Sharessubject to the Option will become exercisable on the date thatGenasense receives approval for any first indication in Europe by theEuropean Medicines Agency |
|  |  |                                                                                                                                                                                                      |

|  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|--|--|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  |  | A total of 100,000 of the 500,000Shares subject to the Option will become exercisable over a period ofapproximately thirty-two (32) months from the Date of Grant, by meansof (i) an initial amount of 11,110 Shares to be exercisable and vest onthe Date of Grant, (ii) an additional amount of 86,087 Shares inthirty-one (31) equal monthly increments of 2,777 Shares each,commencing on August  1,  2006 and continuing on the firstday of each of the next successive thirty (30) calendar months, and(iii) a final amount of 2,803 Shares on March  1,2009 |
|  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |

|                       |  |                                                                                       |
|-----------------------|--|---------------------------------------------------------------------------------------|
| Term/Expiration Date: |  | 07/27/16, subject toearlier termination in accordance with the terms of thisAgreement |
|                       |  |                                                                                       |

2

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GENTA INCORPORATED

1998 STOCKINCENTIVE PLAN

INCENTIVE STOCK OPTIONAGREEMENT

STOCK OPTION AGREEMENT (the‘‘Agreement’’), dated as of July27,  2006 (the ‘‘Date of Grant’’),between GENTA INCORPORATED, a Delaware corporation (the‘‘Company’’), and the other party signatoryhereto (the ‘‘Optionee’’). Capitalizedterms used herein without definition shall have the meanings ascribedthereto in the Plan (as defined below).

The Company'sCompensation Committee (the ‘‘Committee’’)has determined that the objectives of the Company's 1998 StockIncentive Plan, as amended through the Date of Grant (the‘‘Plan’’) will be furthered by granting tothe Optionee an incentive stock option pursuant to the Plan.

Inconsideration of the foregoing and of the mutual undertakings set forthin this Agreement, the Company and the Optionee hereby agree asfollows:

SECTION 1.    Grant ofOption.

1.1    Subject to the terms and conditions set forthin this Agreement and in the Plan, the Company hereby grants to theOptionee an incentive stock option, #1429 (the‘‘Option’’) to purchase 500,000 (fivehundred thousand) shares of common stock of the Company, $0.001 parvalue per share (the ‘‘Shares’’) at anexercise price of $1.5900 per Share. The Option shall becomeexercisable according to Section 2 below.

1.2    The Optionis designated as an incentive stock option, as described in Section 5below. However, if and to the extent the Option exceeds the limits foran incentive stock option, as described in Section 5, the portion ofthe Option that exceeds such limits shall be granted in the form of anonqualified stock option. Subject to the additional provisions, ifany, for vesting and exercisability in the Optionee’s employmentagreement dated March  28,  2006, attached hereto asSchedule 1 is a description, which is acknowledged and agreed to by theCompany and the Optionee to be accurate and complete, of (a) the Optiongranted hereby and (b) each option to purchase common stock of theCompany previously granted by the Company to the Optionee, including ineach case for (a) and (b), the date(s) of the option grant, the numberof shares of common stock of the Company for which each option has beengranted, the exercise price(s) per share, the schedule of the period oftime as to which shares subject to each option become exercisable, thetermination date of each such option and a designation as to the extentto which each option is an incentive stock option and/or a nonqualifiedoption.

1.3    The Company has entered into an arrangement(the ‘‘Management Arrangement’’) for themanagement of certain day to day operations respecting the Plan and thefunctions of the Company with respect thereto, including, withoutlimitation, processing of the exercise of this Option, with MerrillLynch, Pierce, Fenner & Smith Incorporated, a registeredbroker-dealer (hereinafter, collectively with any successor, assign orsubstitute, the ‘‘Manager’’). Writteninformation respecting the Management Arrangement and the Manager hasbeen supplied to the Optionee. As a condition of accepting this Option,the Optionee shall establish a securities account with the Manager withrespect to the Option and the Shares. The Company may amend orterminate the Management Arrangement and/or substitute or terminate theManager without notice to the Optionee.

SECTION2.    Exercisability.

Subject to the further terms of thisAgreement and the Plan, the Option shall become exercisable asfollows:

3

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|  |           |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|--|-----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (i)  | A total of200,000 of the 500,000 Shares subject to the Option will becomeexercisable on the date that the Genasense product or its substantialequivalent (collectively, ‘‘Genasense’’)receives approval for any first indication in the United States by theFood and Drug Administration (‘‘FDA’’),provided that the Optionee is employed by the Company on the applicabledate of FDA approval, |

|  |            |                                                                                                                                                                                                                                                                                                                                          |
|--|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (ii)  | A totalof 200,000 of the 500,000 Shares subject to the Option will becomeexercisable on the date that Genasense receives approval for any firstindication in Europe by the European Medicines Agency(‘‘EMEA’’), provided that the Optionee isemployed by the Company on the applicable date of EMEA approval,and |

|  |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|--|-------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (iii)  | A total of 100,000 of the500,000 Shares subject to the Option will become exercisable over aperiod of approximately thirty-two (32) months from the Date of Grant,by means of (i) an initial amount of 11,110 Shares to be exercisableand vest on the Date of Grant, (ii) an additional amount of 86,087Shares in thirty-one (31) equal monthly increments of 2,777 Shareseach, ommencing on August  1,  2006 and continuing on thefirst day of each of the next successive thirty (30) calendar months,and (iii) a final amount of 2,803 Shares on March  1,2009; |

The exercisability of the Option is cumulative, but shallnot exceed 100% of the Shares subject to the Option. If theforegoing would produce fractional Shares, the number of Shares forwhich the Option becomes exercisable shall be rounded down to thenearest whole Share. Unless terminated earlier pursuant to theprovisions of this Agreement or the Plan, the unexercised portion ofthe Option shall expire and cease to be exercisable at the close ofbusiness on the principal exchange on which the shares are traded onthe tenth anniversary date of the Date of Grant, or if such date is adate on which such principal exchange is closed, the next precedingbusiness day.

SECTION 3.    Method ofExercise.

3.1    The Option, or any part thereof, may beexercised by giving written notice to the Company on such form and insuch manner as the Committee shall prescribe. Such written notice mustbe accompanied by payment of the full purchase price for the number ofShares being purchased or by other documentation prescribed by theCommittee for purchase. Such payment may be made by any one of, or acombination of, the following methods: (a) by certified or officialbank check (or the equivalent thereof acceptable to the Company); (b)by delivery of Shares acquired at least six months prior to the Optionexercise date and having a Fair Market Value on the exercise date equalto all or part of the option exercise price and a certified or officialbank check for any remaining portion of the full purchase price; or (c)at the discretion of the Committee and to the extent permitted by law,by such other method as the Committee may authorize. The Committee mayimpose from time to time such limitations as it deems appropriate forthe use of Shares of the Company to exercise the Option. The date ofthe exercise of the Option shall be the date on which written notice ofexercise and appropriate consideration for exercise is received at theplace designated by the Company for exercise.

3.2    Theobligation of the Company to deliver Shares upon the exercise of theOption shall be subject to all applicable laws, rules, and regulationsand such approvals by governmental agencies as may be deemedappropriate by the Committee, including such actions as Company counselshall deem necessary or appropriate to comply with relevant securitieslaws and regulations. The Company may require that the Optionee (orother person exercising the Option after the Optionee’s deathrepresent that the Optionee) is purchasing the Shares for theOptionee’s own account and not with a view to or for sale inconnection with any distribution of the Shares, or such otherrepresentation as the Committee deems appropriate.

3.3    Allobligations of the Company under this Agreement shall be subject to therights of the Company as set forth in the Plan to withhold amountsrequired to be withheld for any taxes, if applicable. Subject toCommittee approval, the Optionee may elect to satisfy any taxwithholding 

4

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obligation of the Company with respect to theOption by having Shares withheld up to an amount that does not exceedthe minimum applicable withholding tax rate for federal (includingFICA), state and local tax liabilities.

SECTION4.    Termination of Employment; Death.

4.1    Upontermination of the Optionee's status as an employee of theCompany for any reason (including death), the Option shall terminateand expire except as provided in Section 1.2, 4.2 or 4.3 of thisAgreement.

4.2    If the Optionee's status as anemployee of the Company terminates for any reason other than death ordismissal for cause, the Option shall be exercisable but only to theextent it was exercisable at the time of such termination and onlyuntil the earlier of the expiration date of the Option, determinedpursuant to Section 2 of this Agreement, or the expiration of 90 days(or one year in the case of termination by reason of disability)following the date of termination. Options expiring in accordance withthis Section cease to be exercisable on the designated expiration dateat the close of business of the principal exchange on which the sharesare traded, or if such date is a date on which such principal exchangeis closed, on the next preceding business day.

4.3    If theOptionee dies while an employee of the Company or following thetermination of the Optionee's status as an employee of theCompany, but during the period in which the Option is exercisablepursuant to Section 4.2 of this Agreement, the Option shall beexercisable but only to the extent it was exercisable at the time ofdeath and only until the earlier of the expiration date of the Option,determined pursuant to Section 2 of this Agreement, or the firstanniversary of the date of the Optionee's death. Options expiringin accordance with this Section cease to be exercisable on thedesignated expiration date at the close of business of the principalexchange on which the shares are traded, or if such date is a date onwhich such principal exchange is closed, on the next preceding businessday.

SECTION 5.    Designation as Incentive StockOption

5.1    This Option is designated as an incentivestock option under Section 422 of the Internal Revenue Code of 1986, asamended (the ‘‘Code’’). If the aggregateFair Market Value of the Shares on the Date of Grant with respect towhich incentive stock options are exercisable for the first time by theOptionee during any calendar year, under the Plan or any other stockoption plan of the Company or a parent or subsidiary, exceeds $100,000,then the Option, as to the excess, shall be treated as a nonqualifiedstock option that does not meet the requirements of Section 422 of theCode. If and to the extent that the Option fails to qualify as anincentive stock option under the Code, the Option shall remainoutstanding according to its terms as a nonqualified stockoption.

5.2    The Optionee understands that favorableincentive stock option tax treatment is available only if the Option isexercised while the Optionee is an employee of the Company or a parentor subsidiary of the Company or within a period of time specified inthe Code after the Optionee ceases to be an employee. The Optioneeunderstands that the Optionee is responsible for the income taxconsequences of the Option, and, among other tax consequences, theOptionee understands that he or she may be subject to the alternativeminimum tax under the Code in the year in which the Option isexercised. The Optionee will consult with his or her tax adviserregarding the tax consequences of the Option.

5.3    TheOptionee agrees that the Optionee shall notify the Company in writing,within 10 days of such sale or disposition, if the Optionee sells orotherwise disposes of any Shares acquired upon the exercise of theOption and such sale or other disposition occurs on or before the laterof (i) two years after the Date of Grant, or (ii) one year after thetransfer of the Shares to the Optionee after exercise of the Option.The Optionee also agrees to provide the Company with any informationrequested by the Company with respect to such sale or otherdisposition.

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SECTION 6.    Change in Control,Dissolution, Liquidation, Merger.

The provisions of the Planapplicable to a change in control, dissolution, liquidation, or mergerof the Company shall apply to the Option, and, in the event of a changein control, dissolution, liquidation, or merger, the Committee may takesuch actions as it deems appropriate pursuant to the terms of thePlan.

SECTION 7.    Plan Provisions to Prevail.

ThisAgreement is subject to all of the terms and provisions of the Plan,the terms of which are incorporated herein by reference, and in allrespects shall be interpreted in accordance with the Plan. The grantand exercise of the Option are subject to the interpretations,regulations and determinations concerning the Plan established fromtime to time by the Committee in accordance with the provisions of thePlan, including, but not limited to, provisions pertaining to (i)rights and obligations with respect to withholding taxes, (ii) theregistration, qualification or listing of Shares, (iii) changes incapitalization of the Company, and (iv) other requirements ofapplicable law. Without limiting the generality of the foregoing, byentering into this Agreement the Optionee agrees that no member of theBoard of Directors or the Committee shall be liable for any action ordetermination made in good faith with respect to the Plan or any awardthereunder or this Agreement. In the event that there is anyinconsistency between the provisions of this Agreement and of the Plan,the provisions of the Plan shall govern. The Committee shall have theauthority to interpret and construe the Option pursuant to the terms ofthe Plan, and its decisions shall be conclusive as to any questionsarising hereunder.

SECTION8.    Nontransferability.

The Option shall not be assignableor transferable, voluntarily or involuntarily, by operation of law, orotherwise, and any such assignment or transfer which may be attemptedshall be null and void and of no effect; provided, however, that thisSection 8 shall not prevent transfers by will or by the laws of descentand distribution. During the lifetime of the Optionee, the Option shallbe exercisable only by the Optionee.

SECTION 9.    No Rightsas a Shareholder

The Optionee or his or her nominee, as the casemay be, shall have no rights as a shareholder of the Company withrespect to the shares subject to the Option until a) the issuance tothe Optionee of a stock certificate for such shares or b) the recordingof book-entry ownership has occurred for a nominee designated by theOptionee if the Optionee holds such shares in ‘‘streetname.’’ Except as otherwise provided in Section 1.5.3 ofthe Plan, no adjustment shall be made for dividends, distributions orother rights (whether ordinary or extraordinary, and whether in cash,securities or other property) for which the record date is prior to thedate such stock certificate is issued or such book-entry ownership hasoccurred.

SECTION 10.    Right of Recapture.

TheOptionee understands that the Option is subject to Right of Recaptureprovisions of Section 2.10 of the Plan.

SECTION 11.    Rightof Discharge Preserved.

Nothing in this Agreement shall conferupon the Optionee the right to continue in the employ of the Companyand its subsidiaries, or to continue in the service of the Company andits subsidiaries as a consultant or director or affect any existingright that the Company and its subsidiaries have to terminate suchemployment or service.

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SECTION 12.    Notices.

Allnotices required or permitted hereunder shall be given in writing bypersonal delivery; by confirmed facsimile transmission (with a copydispatched by express delivery or registered or certified mail); or byexpress delivery via express mail or any reputable express courierservice. Notice shall be addressed (a) to Genta Incorporated, c/oRichard J. Moran, Senior Vice President, Chief Financial Officer andCorporate Secretary, 200 Connell Drive, Berkeley Heights, NJ 07922; and(b) to the Optionee at the address set forth on the signature pagehereto; or (c) as to either party, at such other address as may bedesignated by notice in the manner set forth herein. Notices which aredelivered personally, by confirmed facsimile transmission, or bycourier as aforesaid, shall be effective on the date ofdelivery.

SECTION 13.    Successors and Assigns.

ThisAgreement shall be binding upon and inure to the benefit of the partieshereto and the successors and assigns of the Company and, to the extentconsistent with Section 4 of this Agreement and with the Plan, theheirs and personal representatives of the Optionee.

SECTION14.    Entire Contract; Waiver; Amendment.

This Agreementconstitutes the entire contract between the parties hereto andsupersedes all prior oral and written agreements between the partieswith regard to the subject matter hereof. No waiver of any breach orcondition of this Agreement shall be deemed to be a waiver of any otheror subsequent breach or condition, whether of like or different nature.This Agreement may be amended as provided in Section 3.1.3 of thePlan.

SECTION 15.    Severability.

If any provision ofthis Agreement (including any provision of the Plan that isincorporated herein by reference) shall hereafter be held to beinvalid, unenforceable or illegal in whole or in part, in anyjurisdiction under any circumstances for any reason, (a) such provisionshall be reformed to the minimum extent necessary to cause suchprovision to be valid, enforceable and legal while preserving theintent of the parties as expressed in, and the benefits to the partiesprovided by, this Agreement and the Plan or (b) if such provisioncannot be so reformed, such provision shall be severed from thisAgreement and an equitable adjustment shall be made to this Agreement(including, without limitation, addition of necessary furtherprovisions to this Agreement) so as to give effect to the intent as soexpressed and the benefits so provided. Such holding shall not affector impair the validity, enforceability or legality of such provision inany other jurisdiction or under any other circumstances. Neither suchholding nor such reformation or severance shall affect or impair thelegality, validity or enforceability of any other provision of thisAgreement or the Plan.

SECTION 16.    GoverningLaw.

This Agreement shall be interpreted, construed andadministered in accordance with the laws of the State of Delaware,without giving effect to principles of conflicts of laws, as they applyto contracts made, delivered and performed in the State ofDelaware.

[Signature PageFollows]

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IN WITNESS WHEREOF, the Company has causedits duly authorized officer to execute this Agreement, and the Optioneehas executed this Agreement, effective as of the Date ofGrant.

|        |  |  |                   |  |  |                                                                                                                                                         |
|--------|--|--|-------------------|--|--|---------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |  |  | GENTAINCORPORATED |
|   |  |  | By:               |  |  |                                                                                                                                                    |
|   |  |  |              |  |  | Name:Richard J. Moran                                                                                                                                   |
|   |  |  |              |  |  | Title:    SeniorVice President,            CFO & CorporateSecretary |
|        |

I hereby accept the Optiondescribed in this Agreement, and I agree to be bound by the terms ofthe Plan and this Agreement. I hereby further agree that all thedecisions and determinations of the Committee with respect to thisAgreement and the Plan shall be final andbinding.

|        |  |  |                                    |
|--------|--|--|------------------------------------|
|   |  |  | OPTIONEE                           |
|   |  |  | Loretta Itri, M.D.                 |
|   |  |  |                |
|   |  |  | Signature                          |
|   |  |  | Address:                           |
|   |  |  | 6 Kimball CircleWestfield,NJ 07090 |
|        |

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