AMENDMENT
NO. 1 TO  PLACEMENT AGENT AGREEMENT

Amendment
No. 1, dated as of March 10, 2006 (the Amendment),  by and among Genta
Incorporated, a Delaware corporation (the  Company), Cowen & Co., LLC (Cowen)
and Rodman & Renshaw, LLC  (Rodman, and together with Cowen, the Placement
Agents), to the  Placement Agent Agreement (the Placement Agent Agreement),
by and  among the Company and the Placement Agents.  Capitalized terms used  herein and
not otherwise defined herein shall have the meanings  ascribed to them in the Placement
Agent Agreement.

WITNESSETH

WHEREAS,
the parties have entered into the Placement Agent  Agreement and the Company has entered
into several Subscription  Agreements, pursuant to which the Company shall sell Common
Stock to  the Purchasers; and

WHEREAS,
the parties hereto desire to amend a provision  contained in the Placement Agent
Agreement, as more particularly  described below.

NOW,
THEREFORE, in consideration of the foregoing and for  other good and valuable
consideration, the receipt and sufficiency of  which are hereby acknowledged, and
intending to be legally bound  hereby, the parties hereto hereby agree as follows:

ARTICLE I.

AMENDMENT TO
PLACEMENT AGENT AGREEMENT

Section
1.01 The parties hereto acknowledge and agree that Section 4 of the Placement Agent
Agreement shall be amended to reflect the fact that the Company desires to reschedule
the date for the closing of the Offering. Accordingly, Section 4 of the Placement
Agent Agreement is hereby deleted and amended and restated in its entirety as follows:

4.
The Closing. The time and date of closing and delivery of the documents required to be
delivered to the Placement Agents pursuant to Section 5 hereof shall be at 10:00 A.M.,
New York time, on March 13, 2006 (the Closing Date) at the office of Morgan,
Lewis & Bockius LLP, 502 Carnegie Center, Princeton, New Jersey 08540.

ARTICLE II.

MISCELLANEOUS

Section
2.01 Counterparts. This Amendment may be signed in counterparts, each of which shall
be an original, with the same effect as if the signatures thereto and hereto were upon
the same instrument.



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Section
2.02 Ratification/Waiver. The parties hereto hereby acknowledge that all of the terms
and provisions of the Placement Agent Agreement, as amended hereby, are in full force
and effect, and that all other terms and provisions of the Placement Agent Agreement
shall remain unchanged and in full force and effect.

IN
WITNESS WHEREOF, the parties have executed this Amendment  No. 1 as of the date first
above written.

| |                                    
| | -----------------------------------
| | GENTA INCORPORATED                 
| |                                    
| | By:________________________________
| | Name:                              
| | Title:                             
| |                                    
| |                                    
| | COWEN & CO.,
      LLC             
| |                                    
| | By:________________________________
| | Name:                              
| | Title:                             
| |                                    
| |                                    
| | RODMAN & RENSHAW,
      LLC        
| |                                    
| | By:________________________________
| | Name:                              
| | Title: