EXHIBIT 10.3
                               GENTA INCORPORATED
                            1998 STOCK INCENTIVE PLAN

                             STOCK OPTION AGREEMENT


        STOCK OPTION  AGREEMENT (the  "Agreement"),  dated as of May 28th, 1998,
between GENTA  INCORPORATED,  a Delaware  corporation (the  "Company"),  and the
other party  signatory  hereto  (the  "Optionee").  Capitalized  terms used here
without  definition  shall have the  meanings  ascribed  thereto in the Plan (as
defined below).


        The  Company's  Board of Directors or its  Compensation  Committee  (the
"Committee")  has  determined  that the  objectives of the Company's  1998 Stock
Incentive  Plan (the  "Plan"),  will be  furthered by granting to the Optionee a
stock option pursuant to the Plan.


        The Plan and the grant of the options  described herein were approved by
the Company's  stockholders  at the annual meeting of the  stockholders  held on
July 14, 1998.


        In  consideration  of the foregoing and of the mutual  undertakings  set
forth in this Agreement, the Company and the Optionee agree as follows:


        SECTION 1. Grant of Option.


        The Company  hereby grants to the Optionee a stock option (the "Option")
to purchase 2,236,263 shares of common stock of the Company, $.001 par value per
share (the "Common Stock"),  at an initial exercise price of $0.94375 per share.
The exercise price and


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the number of shares  subject to the Option  are  subject to  adjustment  if the
number of shares of  Fairly-Diluted  Common Stock (as defined below) on February
26, 1999 (the  "Adjustment  Date") is other than  44,725,266  shares (subject to
proportional adjustment for any stock split or reverse stock split of the Common
Stock  after the date  hereof) as a result of any  Covered  Events  (as  defined
below)  occurring  prior to the Adjustment  Date, in which case the Option shall
automatically  be  adjusted:  (x) to adjust the number of shares of Common Stock
covered to the extent  necessary  to equal the sum of: (a)  2,236,263  shares of
Common Stock (subject to proportional  adjustment for any stock split or reverse
stock  split of the  Common  Stock  after  the date  hereof);  and (b) 5% of any
additional shares of Fairly-Diluted  Common Stock as of the Adjustment Date that
are  attributable to Covered Events (subject to proportional  adjustment for any
stock split or reverse stock split of the Common  Stock);  and (y) to adjust the
exercise  price so that the  exercise  price per share is equal to the  Series D
Reset Price (as defined below) of the Company's  Series D Convertible  Preferred
Stock (the "Series D Preferred Stock").  "Fairly-Diluted Common Stock" means, as
of a  specified  date,  the  number  of shares of  Common  Stock  that  would be
outstanding on such date assuming:  (i) the conversion into Common Stock on such
date of all  preferred  stock of the Company  outstanding  on the date hereof or
issuable upon exercise of warrants  outstanding on the date hereof; and (ii) the
exercise on such date of all  warrants of the  Company  outstanding  on the date
hereof or contractually required to be issued pursuant to an agreement in effect
on the date  hereof,  in each case having an exercise  price per share of Common
Stock of less than $2.00 on the date  hereof,  including,  but not  limited  to,
Penalty  Warrants (as defined in the  Company's  Annual  Report on Form 10-K, as
amended, for the year ended December 31

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1997).  "Covered Events" means any issuance of Penalty Warrants or alteration of
the conversion  price of the Series D Preferred  Stock pursuant to the Reset (as
defined  in the  fifth  paragraph  of  Subsection  4(a)  of the  Certificate  of
Designations for the Series D Preferred Stock, as amended from time to time), or
any  contractual  modification  to such  Reset  (the  altered  conversion  price
effected by such Reset, as contractually modified by agreement of the holders of
at least a majority of the Series D Preferred Stock, being referred to herein as
the "Series D Reset Price"). It is intended that the Option shall not qualify as
an "incentive  stock  option" as defined in Section 422 of the Internal  Revenue
Code of 1986, as amended.


        SECTION 2. Exercisability.


        Subject to the further terms of this Agreement,  the Option shall become
exercisable  in 16  substantially  equal  installments  on the  last day of each
calendar  quarter after October 1, 1997 provided that  adjustments to the number
of options as provided in Section 1 hereof shall be pro-rated as to vesting over
the remaining quarterly periods after the adjustment.  Unless earlier terminated
pursuant to the  provisions of the Plan, the  unexercised  portion of the Option
shall expire and cease to be exercisable at 12:01 a.m. on the tenth  anniversary
of the date of this Agreement.


        SECTION 3. Method of Exercise.


        The Option or any part  thereof may be  exercised  only by the giving of
written  notice to the Company on such form and in such manner as the  Committee
shall prescribe.  Such written notice must be accompanied by payment of the full
purchase price for the


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number  of  shares  being  purchased.  Such  payment  may  be  made  by one or a
combination of the following methods:  (a) by a certified or official bank check
(or the equivalent thereof acceptable to the Company); (b) by delivery of shares
of Common Stock  acquired at least six months prior to the option  exercise date
and having a Fair Market Value on the exercise  date equal to part or all of the
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,
including,  without  limitation,  at the  discretion  of the  Committee,  by the
withholding  of shares  (valued at their Fair Market Value on the exercise date)
underlying  the  Option.  Pursuant  to  Section  3.2 of the Plan,  it shall be a
condition  precedent to the issuance of shares upon  exercise of the Option that
the  Optionee  shall remit to the Company any amount  sufficient  to satisfy all
applicable  withholding  tax  requirements,  which may be satisfied  through the
withholding  of Common Stock as provided in Section 3.2.2 of the Plan.  The date
of the  exercise  of the  Option  shall be the date on which  written  notice of
exercise is delivered to the  Company,  during  normal  business  hours,  at its
address as provided in Section 9 of this  Agreement,  or if mailed,  the date on
which it is postmarked, provided such notice is actually received.


        SECTION 4. Termination of Employment; Death.


        4.1 Upon  termination of the Optionee's  employment with the Company and
its subsidiaries,  for any reason (including  death), the Option shall terminate
and expire except as provided in Section 4.2 or 4.3 of this Agreement.


        4.2 If the Optionee's employment with the Company and its subsidiaries


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terminates for any reason other than death or dismissal for cause (as defined in
Section  1.6.5 of the Plan),  the Option  shall be  exercisable  but only to the
extent it was  exercisable  at the time of such  termination  and only until the
earlier of the expiration date of the Option,  determined  pursuant to Section 2
of  this  Agreement,  or the  expiration  of one  year  following  the  date  of
termination.


        4.3 If the  Optionee  dies  while an  employee  of the  Company  and its
subsidiaries or following the termination of the Optionee's  employment with the
Company  and its  subsidiaries,  but  during  the  period in which the Option is
exercisable  pursuant  to Section  4.2 of this  Agreement,  the Option  shall be
exercisable  but only to the extent it was  exercisable at the time of death and
only until the earlier of the expiration date of the Option, determined pursuant
to  Section 2 of this  Agreement,  or the first  anniversary  of the date of the
Optionee's death.


        SECTION 5. Plan Provisions to Prevail.


        This  Agreement  is  subject to all of the terms and  provisions  of the
Plan.  Without  limiting the generality of the foregoing,  by entering into this
Agreement  the  Optionee  agrees that no member of the Board of Directors or the
Committee  shall be liable  for any action or  determination  made in good faith
with respect to the Plan or any award thereunder or this Agreement. In the event
that there is any inconsistency  between the provisions of this Agreement and of
the Plan, the provisions of the Plan shall govern.


        SECTION 6. Nontransferability.

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        The Option  shall not be  assignable  or  transferable,  voluntarily  or
involuntarily,  by operation of law, or  otherwise,  and any such  assignment or
transfer  which  may be  attempted  shall be null  and  void  and of no  effect;
provided, however, that this Section 6 shall not prevent transfers by will or by
the laws of descent and distribution.  During the lifetime of the Optionee,  the
Option shall be exercisable only by the Optionee.



        SECTION 7. No Rights as a Shareholder


        The Optionee  shall have no rights as a shareholder  of the Company with
respect to the shares  subject to the Option  until the issuance to the Optionee
of a stock certificate for such shares.  Except as otherwise provided in Section
1.5.3 of the Plan, no adjustment  shall be made for dividends,  distributions or
other rights (whether ordinary or extraordinary, and whether in cash, securities
or other  property)  for which the  record  date is prior to the date such stock
certificate is issued.


        SECTION 8. Right of Discharge Preserved.


        Nothing in this  Agreement  shall  confer upon the Optionee the right to
continue in the employ of the Company  and its  subsidiaries,  or to continue in
the service of the Company and its subsidiaries as a consultant or director,  or
affect any right which the Company and its  subsidiaries  may have to  terminate
such employment or service.


        SECTION 9. Notices.


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        All notices required or permitted hereunder shall be given in writing by
personal delivery;  by confirmed facsimile  transmission (with a copy dispatched
by express delivery or registered or certified mail); or by express delivery via
express mail or any reputable express courier service. Notice shall be addressed
(a) to Genta Incorporated, c/o Michael S. Weiss, 787 Seventh Avenue, 48th Floor,
New York,  New York 10019;  and (b) to the  Optionee at the address set forth on
the signature page hereto;  or (c) as to either party,  at such other address as
may be designated  by notice in the manner set forth  herein.  Notices which are
delivered  personally,  by confirmed  facsimile  transmission,  or by courier as
aforesaid, shall be effective on the date of delivery.


        SECTION 10. Successors and Assigns.


        This  Agreement  shall be binding  upon and inure to the  benefit of the
parties  hereto and the successors and assigns of the Company and, to the extent
consistent  with Section 4 of this  Agreement  and with the Plan,  the heirs and
personal representatives of the Optionee.


        SECTION 11. Entire Contract; Waiver; Amendment.


        This  Agreement  constitutes  the entire  contract  between  the parties
hereto and supersedes all prior oral and written  agreements between the parties
with regard to the subject matter  hereof.  No waiver of any breach or condition
of this  Agreement  shall be deemed  to be a waiver  of any other or  subsequent
breach or condition, whether of like or


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different nature.  This Agreement may be amended as provided in Section 3.1.3 of
the Plan.


        SECTION 12. Severability.


        If any provision of this Agreement  (including any provision of the Plan
that is incorporated herein by reference) shall hereafter be held to be invalid,
unenforceable  or illegal  in whole or in part,  in any  jurisdiction  under any
circumstances  for any  reason,  (a) such  provision  shall be  reformed  to the
minimum extent  necessary to cause such provision to be valid,  enforceable  and
legal  while  preserving  the  intent of the  parties as  expressed  in, and the
benefits to the parties  provided by, this Agreement and the Plan or (b) if such
provision  cannot be so  reformed,  such  provision  shall be severed  from this
Agreement  and  an  equitable   adjustment  shall  be  made  to  this  Agreement
(including, without limitation, addition of necessary further provisions to this
Agreement)  so as to give effect to the intent as so expressed  and the benefits
so   provided.   Such  holding   shall  not  affect  or  impair  the   validity,
enforceability or legality of such provision in any other  jurisdiction or under
any other circumstances.  Neither such holding nor such reformation or severance
shall affect or impair the  legality,  validity or  enforceability  of any other
provision of this Agreement or the Plan.


        SECTION 13. Governing Law.


        This  Agreement  shall be  interpreted,  construed and  administered  in
accordance  with the laws of the State of New  York,  without  giving  effect to
principles of conflicts of laws, as they apply to contracts made,  delivered and
performed in the State of New York.


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               IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this
agreement as of the date and year first written above.


                                         GENTA INCORPORATED



                                         By:  _________________________
                                                Name:  Michael S. Weiss
                                                Title: Vice Chairman



                                         OPTIONEE



                                         ________________________
                                         Kenneth G. Kasses, Ph.D.


                                         ________________________
                                         Address


                                         ________________________
                                         Social Security Number

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