Exhibit 10.2
Genta Incorporated
3550 General Atomic Court
San Diego, C  92121


Gentlemen:

     The  following  contains  all the  items of my  consulting  agreement  (the
"Agreement") with Genta Incorporated, a Delaware corporation (the "Company").

     The  amount of time I will spend as a  consultant  to the  Company  and the
nature of the services  provided and my compensation  are set forth in Exhibit A
hereto. In rendering such services to the Company, I shall act as an independent
contractor and not as an employee of the Company. The Company or I may terminate
the Agreement at any time, with or without cause, provided that I must devote at
least twenty-four (24) days at the approximate rate of two (2) days per month to
providing services under this Agreement before I may terminate it.

     I  understand  that the  Company  possesses  and will  continue  to possess
information that has been created,  discovered,  or developed,  or has otherwise
become known to the Company, including without limitation,  information created,
discovered,  developed  or  made  known  by me  (and  within  the  scope  of the
Agreement)  or to me during the period of or arising  out of my  retention  as a
consultant by the Company, and/or in which property rights have been assigned or
otherwise  conveyed to the Company,  and/or in which  property  rights have been
assigned or otherwise conveyed to the Company,  which information has commercial
value in the business in which the Company is engaged. All of the aforementioned

information  is  hereinafter  called   "Proprietary   Information."  By  way  of
illustration,  but not limitation,  Proprietary  Information  includes all trade
secrets,  processes,  formulae,  data and  know-how,  improvements,  inventions,
techniques and strategies; all administrative,  business, financial,  managerial
and  organization  information;  and all research,  development,  manufacturing,
commercialization, sales and marketing information, plans, strategies, forecasts
and customer data.

     In  consideration  of my retention as a consultant to the Company,  and the
compensation  received by me from the Company  from time to time, I hereby agree
as follows:

     20. All Proprietary  Information  shall be the sole property of the Company
and it assigns,  and the Company and its assigns  shall be the sole owner of all
patents and other rights in connection therewith. I hereby assign to the Company
any rights I may have or acquire in all  Proprietary  Information.  At all times
during  my  retention  as a  consultant  by the  Company  and at all time  after
termination  of such  retention as a consultant,  I will keep in confidence  and
trust  all  Proprietary  Information,  and  I  will  not  use  or  disclose  any
Proprietary  Information or anything  relating to it without the written consent
of the Company,  except as may be necessary in the ordinary course of performing
my duties as a consultant of the Company.


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     21. I agree that during the period that I am  retained as a  consultant  to
the Company,  I will not, without the Company's express written consent,  engage
in any employment or activity (whether as a consultant, adviser or otherwise) in
any  business  engaged in the field of antisense  or triplex  technology  or any
business funding  collaborations or alliances with any other business engaged in
the filed of antisense or triplex technology.

     22. All documents, data, records,  apparatus,  equipment and other physical
property, whether or not pertaining to Proprietary Information,  furnished to me
by the Company or produced by myself or others in  connection  with my retention
as a consultant  shall be and remain the sole  property of the Company and shall
be returned promptly to the Company as and when requested by the Company. Should
the Company not so request,  I shall return and deliver all such  property  upon
termination  of my  retention  as a  consultant  by me or by the Company for any
reason and I will not take with me amy such property or any reproduction of such
property upon termination.

     23. I agree  that for a period  of one  year  following  termination  of my
retention as a consultant with the Company,  I will not solicit or in any manner
encourage employees of the Company to leave its employ.

     24. I will promptly disclose to the Company,  or any persons  designated by
it, all improvements,  inventions, formulae, processes, techniques, know-how and
data,  whether or not  patentable,  made or  conceived or reduced to practice or
learned by me,  either  alone or jointly  with  others,  during the period of my
retention as a  consultant  which are (a) within the scope of the services to be
provided by me under the  Agreement  and elated to or useful in the  business of
the Company,  or (b) result from tasks assigned me by the Company, or (c) funded
by the Company,  or (d) result from use of premises  owed,  leased or contracted
for by the Company  (all said  improvements,  inventions,  formulae,  processes,
techniques,   know-how  and  data  shall  be  collectively   hereinafter  called
"Inventions").  Such disclosure shall continue for one year after termination of
the  Agreement  with  respect to anything  that would be an  Invention  if made,
conceived, reduced to practice or learned during the term hereof.

     25. I agree that all  Inventions  shall be the sole property of the Company
and its assigns,  and the Company and its assigns shall be the sole owner of all
patents and other rights in connection therewith. I hereby assign to the Company
any rights I may have or acquire in all  Inventions.  I further  agree as to all
Inventions  to assist  the  Company in every  proper  way (but at the  Company's
expense) to obtain and from time to time enforce  patents on the  Inventions  in
any and all  countries,  and to that end I will execute all documents for use in
applying for and  obtaining  such patents  thereon and  enforcing  same,  as the
Company  may  desire,  together  with any  assignment  thereof to the Company or
persons  designated  by it. My obligation to assist the Company in obtaining and
enforcing  patents for the  Inventions in any and all countries  shall  continue
beyond the  termination  of my  retention  as a  consultant,  but the  Company's
request  on such  assistance.  In the event  that the  Company is unable for any
reason  whatsoever to secure my signature to any lawful and  necessary  document
required to apply for or execute any patent application or continuations in part
thereof), I hereby irrevocably designate and appoint the

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Company  and  its  duly  authorized  officers  and  agents,  as  my  agents  and
attorney-in-fact to act for and in behalf and instead of me, to execute and file
any such application and to do all other lawfully  permitted acts to further the
prosecution  and  issuance  of patents  thereon  with the same  legal  force and
effects as if executed by me.

     26. As a matter of record I have  attached  hereto as  Exhibit B a complete
list of all  inventions  or  improvements  relevant to the subject  matter or my
retention  as a consultant  by the Company  which have been made or conceived or
first  reduced  to  practice  by me alone or  jointly  with  others  prior to my
engagement  by the Company  which I desire to remove from the  operation  of the
Agreement; and I covenant that such list s complete.

     27. I represent  that my  performance of all the terms of the Agreement and
that my retention  as a  consultant  by the Company does not and will not breach
any agreement to keep in confidence  proprietary  information  acquired by me in
confidence or in trust prior to my retention as a consultant  by the Company.  I
have not entered into,  and I agree I will not enter into,  any agreement  ether
written or oral in conflict herewith.

     28. I understand as part of the consideration for the offer to retain me as
a consultant  extended to my by the Computer and of my retention as a consultant
by the  Company,  that I have not  brought  and will  not  bring  with me to the
Company or use in the  performance  of my  responsibilities  at the  Company any
equipment,  supplies,  facility or trade  secret  information  of any current or
former employer which are not generally  available to the public,  unless I have
obtained written authorization for their possession and use.

     29. I also  understand  that,  in my  retention  as a  consultant  with the
Company, I am not breach any obligations that I have to others, and I agree that
I shall fulfil all such obligations during my retention as a consultant with the
Company.

     30. I agree that in addition to any other rights and remedies  available to
the Company for any breach by me of my obligations hereunder,  the Company shall
be entitled to enforcement of my obligations hereunder by court jurisdiction.

     31. If any provision of the Agreement shall be declared invalid, illegal or
unenforceable,  such  provision  shall be severed and all  remaining  provisions
shall continue in full force and effect.

     32.  The  Agreement  shall  be  effective  as of May 6,  1997  and,  unless
termination  earlier  as set  forth  above,  shall  terminate  on  May 5,  1999,
provided,  however,  Consultant's obligations under Paragraphs 1, 3, 4, 5, 6 and
11 shall survive the termination of the Agreement.

     33. The term  Company,  as used  herein,  shall  include any  subsidiary  o
affiliate of Genta Incorporated.


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     34. The Agreement  shall be binding upon me, my heirs,  executors,  assigns
and administrators and shall inure to the benefit of the Company, its successors
and assigns.

     35. The Agreement shall be governed by and construed in accordance with the
laws of the State of California (irrespective of its choice of law provisions).


Dated: ____________________


                                           By: ________________________

Accepted and agreed to
this __  day of  __________________, 1998


Genta Incorporated



By  _________________________

    _________________________

    _________________________


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EXHIBIT A



Amount:

Consultant  shall devote at least 24 days (at the approximate rate of 2 days per
month) to providing services under the Agreement,  including without limitation,
serving as the  Chairman  of the Board of  Directors  of Genta  Pharmaceuticals,
Europe S.A. ("Genta Europe").

Nature of Services:

Consult shall consult with Company in the field of Geomatrix based drug delivery
and  antisense  technology,  and such  other  services  that  may be  reasonably
requested by the Company, including, without limitation,  services needed by the
Company to maintain any rights  existing as of the date of this Agreement and to
assist in any  management  transition.  It is  understood  and  agreed  that the
October 4, 1989  Indemnification  Agreement  between the parties  shall apply to
Consultant's  services  as  Chairman  of the Board of Genta  Europe  under  this
Consulting Agreement.

Consideration:

In  consideration  for this consulting  services under this Agreement,  Employee
shall be granted 100,000 shares of Nonstatutory  Stock Options (NSO's) under the
Genta Incorporation 1991 Stock Plan. Such options are granted to the Employee at
100% of the fair  market  value on the Date of the  Grant,  which is My 5, 1997.
Options will vest over a two-year period commencing on the Date of Grant, except
that vesting shall terminate it Consultant fails to fulfil his obligations under
this Consulting Agreement or if the Company terminates this Consulting Agreement
for cause.



____________________________
Thomas H. Adams, Ph.D.


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