THESE  SECURITIES HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933 OR
ANY APPLICABLE STATE  SECURITIES  LAWS. THEY MAY NOT BE SOLD,  OFFERED FOR SALE,
PLEDGED  OR  HYPOTHECATED   OR  OTHERWISE   TRANSFERRED  IN  THE  ABSENCE  OF  A
REGISTRATION  STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES  UNDER SUCH ACT
OR AN EXEMPTION  THEREFROM.  ANY SUCH TRANSFER MAY ALSO BE SUBJECT TO APPLICABLE
STATE SECURITIES LAWS.



                               GENTA INCORPORATED


            New Class A Bridge Warrant for the Purchase of Shares of
            --------------------------------------------------------
                                  Common Stock
                                  ------------


No. CA-2                                                       650,000 Shares


                  FOR VALUE RECEIVED, GENTA INCORPORATED., a Delaware
corporation  (the  "COMPANY"),  hereby  certifies  that THE  ARIES  TRUST or its
registered  assigns  (the  "Holder")  is entitled to purchase  from the Company,
subject to the  provisions  of this Warrant (the  "Warrant"),  at any time on or
after the date hereof (the "INITIAL EXERCISE DATE"), and prior to 5:00 P.M., New
York City time, on January 27, 2002 (the "TERMINATION DATE"), 650,000 fully paid
and  non-assessable  shares of the Common Stock, $.001 par value, of the Company
("Common Stock"), at an exercise price of $1.50 per share of Common Stock for an
aggregate  exercise  price  of  NINE  HUNDRED   SEVENTY-FIVE   THOUSAND  DOLLARS
($975,000.00)  (the  aggregate  purchase  price  payable for the Warrant  Shares
hereunder  is  hereinafter  sometimes  referred  to as the  "AGGREGATE  EXERCISE
PRICE").  The number of shares of Common Stock to be received  upon  exercise of
this Warrant and the price to be paid for each share of Common Stock are subject
to possible adjustment from time to time as hereinafter set forth. The shares of
Common Stock or other  securities or property  deliverable upon such exercise as
adjusted from time to time is hereinafter  sometimes referred to as the "WARRANT
SHARES." The exercise price of a share of Common Stock in effect at any time and
as adjusted from time to time is hereinafter  sometimes  referred to as the "PER
SHARE EXERCISE  PRICE." The Per Share Exercise Price is subject to adjustment as
hereinafter provided; in the event of any such adjustment, the number of Warrant
Shares shall also be adjusted,  by dividing the Aggregate  Exercise Price by the
Per Share  Exercise  Price in effect  immediately  after  such  adjustment.  The
Aggregate Exercise Price is not subject to adjustment.


<PAGE>

                  1.       EXERCISE OF WARRANT.
                           --------------------

                  (a) This Warrant may be exercised in whole or in part,  at any
time by its holder  commencing  on the  Initial  Exercise  Date and prior to the
Termination  Date, by presentation and surrender of this Warrant,  together with
the duly executed  subscription  form attached at the end hereof, at the address
set forth in subsection  8(a) hereof,  together  with  payment,  by certified or
official bank check or wire transfer payable to the order of the Company, of the
Aggregate Exercise Price or the proportionate part thereof if exercised in part.

                  (b) If this  Warrant is  exercised  in part only,  the Company
shall, upon presentation of this Warrant upon such exercise, execute and deliver
(along with the  certificate  for the Warrant  Shares  purchased)  a new Warrant
evidencing  the  rights of the  Holder  hereof to  purchase  the  balance of the
Warrant  Shares  purchasable  hereunder  upon the same terms and  conditions  as
herein set forth.  Upon proper  exercise of this Warrant,  the Company  promptly
shall deliver certificates for the Warrant Shares to the Holder duly legended as
authorized by the subscription  form. No fractional shares or scrip representing
fractional  shares shall be issued upon exercise of this Warrant;  provided that
the  Company  shall  pay to the  holders  of the  Warrant  cash  in lieu of such
fractional shares.

                  2.  RESERVATION OF WARRANT SHARES;  FULLY PAID SHARES;  TAXES.
The Company hereby  represents that it has, and until expiration of this Warrant
agrees that it shall,  reserve for  issuance or delivery  upon  exercise of this
Warrant,  such  number of shares of the Common  Stock as shall be  required  for
issuance  and/or delivery upon exercise of this Warrant in full, and agrees that
all Warrant Shares so issued and/or delivered will be validly issued, fully paid
and non-assessable,  and further agrees to pay all taxes and charges that may be
imposed upon such issuance and/or delivery.

                  3.       PROTECTION AGAINST DILUTION.
                           ----------------------------

                  (a) In the event the Company  shall,  at any time or from time
to time after the date of issuance of this  Warrant,  issue or distribute to all
of the holders of its shares of Common Stock evidence of its  indebtedness,  any
other securities of the Company or any cash,  property or other assets (any such
event being herein called a "SPECIAL  DIVIDEND"),  the Per Share  Exercise Price
shall be adjusted by multiplying  the Per Share Exercise Price then in effect by
a fraction,  the  numerator of which shall be the then Current  Market Price (as
defined in paragraph  3(k) below) of the Common Stock,  less the Current  Market
Price of the Special  Dividend  issued or distributed in respect of one share of
Common Stock,  and the denominator of which shall be the Current Market Price of
the Common Stock.  Such adjustment  shall be made  successively  whenever such a
record  date  is  fixed.  Such  adjustment  shall  be  made  whenever  any  such
distribution  is made and shall become  effective  immediately  after the record
date  for  the   determination   of   shareholders   entitled  to  receive  such
distribution.

                  (b) In case the Company shall  hereafter (i) pay a dividend or
make a  distribution  on its  capital  stock in  shares of  Common  Stock,  (ii)
subdivide its outstanding


                                        2

<PAGE>

shares of Common  Stock  into a greater  number of  shares,  (iii)  combine  its
outstanding shares of Common Stock into a smaller number of shares or (iv) issue
by  reclassification  of its Common  Stock any  shares of  capital  stock of the
Company,  the Per  Share  Exercise  Price  shall  be  adjusted  to be equal to a
fraction,  the numerator of which shall be the Aggregate  Exercise Price and the
denominator  of which  shall be the  number of  shares of Common  Stock or other
capital stock of the Company  issuable  upon  exercise of this Warrant  assuming
this Warrant had been exercised  immediately prior to such action. An adjustment
made pursuant to this subsection 3(b) shall become effective  immediately  after
the  record  date in the case of a dividend  or  distribution  and shall  become
effective  immediately  after the effective  date in the case of a  subdivision,
combination or reclassification.

                  (c)(i) Except as provided in subsections 3(a) and 3(b)(i),  in
the event the  Company  shall  hereafter  issue or sell any  Common  Stock,  any
securities  convertible into Common Stock or any rights,  options or warrants to
purchase Common Stock or securities  convertible into Common Stock, in each case
for a price per share or entitling the holders  thereof to purchase Common Stock
at a price per share  (determined  by  dividing  (i) the total  amount,  if any,
received or receivable by the Company in  consideration  of the issuance or sale
of such securities plus the  consideration,  if any, payable to the Company upon
exercise or conversion thereof (collectively, the "TOTAL CONSIDERATION") by (ii)
the number of additional  shares of Common Stock  issued,  sold or issuable upon
exercise or conversion of such  securities)  which is less than the then Current
Market  Price of the Common  Stock (as defined  below) but not below the current
Per Share Exercise Price (which event is governed by subsection  3(c)(ii)),  the
Per Share  Exercise  Price shall be adjusted as of the date of such  issuance or
sale by  multiplying  the Per Share Exercise Price then in effect by a fraction,
the  numerator  of which  shall be (x) the sum of (A) the  number  of  shares of
Common Stock  outstanding  on the record date of such  issuance or sale plus (B)
the Total Consideration divided by the Current Market Price of the Common Stock,
and the  denominator  of which shall be (y) the number of shares of Common Stock
outstanding  on the record date of such issuance or sale plus the maximum number
of additional  shares of Common Stock issued,  sold or issuable upon exercise or
conversion of such securities.

                  (c)(ii) Except as provided in subsection 3(a) and 3(b)(i),  in
the event the  Company  shall  hereafter  issue or sell any  Common  Stock,  any
securities  convertible into Common Stock or any rights,  options or warrants to
purchase Common Stock or securities  convertible into Common Stock, in each case
for a price per share or entitling the holders  thereof to purchase Common Stock
at a price per share (the "ISSUE PRICE"),  (determined by dividing (i) the Total
Consideration  by (ii) the number of additional  shares of Common Stock issuable
upon  exercise or  conversion  of such  securities)  which is less than the then
current Per Share  Exercise Price in effect on the record date of such issuance,
the Per Share Exercise Price shall be adjusted to equal the Issue Price.

                  (d)  In  the   event   of  any   capital   reorganization   or
reclassification, or any consolidation or merger to which the Company is a party
other than a merger or  consolidation  in which the  Company  is the  continuing
corporation,  or in case of any sale or  conveyance  to  another  entity  of the
property of the Company as an entirety or  substantially  as an entirety,  or in
the case of any statutory exchange of securities with another corporation


                                        3

<PAGE>

(including  any  exchange  effected  in  connection  with a  merger  of a  third
corporation  into the Company),  the Holder of this Warrant shall have the right
thereafter  to receive on the  exercise  of this  Warrant the kind and amount of
securities,  cash or other  property  which the Holder  would have owned or have
been   entitled   to   receive    immediately    after   such    reorganization,
reclassification,  consolidation, merger, statutory exchange, sale or conveyance
had this Warrant been exercised  immediately prior to the effective date of such
reorganization,  reclassification,  consolidation,  merger,  statutory exchange,
sale or conveyance  and in any such case, if necessary,  appropriate  adjustment
shall be made in the  application  of the provisions set forth in this Section 3
with  respect  to the  rights  and  interests  thereafter  of the Holder of this
Warrant  to the end that  the  provisions  set  forth  in this  Section  3 shall
thereafter  correspondingly be made applicable,  as nearly as may reasonably be,
in relation to any shares of stock or other  securities  or property  thereafter
deliverable  on the  exercise  of this  Warrant.  The above  provisions  of this
subsection   3(e)  shall   similarly   apply  to   successive   reorganizations,
reclassifications,   consolidations,  mergers,  statutory  exchanges,  sales  or
conveyances.  The issuer of any shares of stock or other  securities or property
thereafter  deliverable on the exercise of this Warrant shall be responsible for
all of the agreements and  obligations of the Company  hereunder.  Notice of any
such  reorganization,   reclassification,   consolidation,   merger,   statutory
exchange,  sale or  conveyance  and of said  provisions  so proposed to be made,
shall be mailed to the  Holders of the  Warrants  not less than 30 days prior to
such event. A sale of all or substantially  all of the assets of the Company for
a  consideration   consisting   primarily  of  securities   shall  be  deemed  a
consolidation or merger for the foregoing purposes.

                  (e) In case  any  event  shall  occur as to  which  the  other
provisions  of this  Section 3 are not strictly  applicable  but as to which the
failure to make any  adjustment  would not fairly  protect the  purchase  rights
represented  by this  Warrant  in  accordance  with  the  essential  intent  and
principles hereof then, in each such case, the Holders of Warrants  representing
the  right  to  purchase  a  majority  of  the  Warrant  Shares  subject  to all
outstanding  Warrants may appoint a firm of  independent  public  accountants of
recognized national standing reasonably  acceptable to the Company,  which shall
give their opinion as to the adjustment,  if any, on a basis consistent with the
essential intent and principles  established  herein,  necessary to preserve the
purchase rights represented by the Warrants.  Upon receipt of such opinion,  the
Company  will  promptly  mail a copy  thereof to the Holder of this  Warrant and
shall make the  adjustments  described  therein.  The fees and  expenses of such
independent public accountants shall be borne by the Company.

                  (f)  Whenever  the  Per  Share  Exercise  Price  payable  upon
exercise of each  Warrant is adjusted  pursuant to this Section 3, the number of
shares of Common Stock underlying a Warrant shall  simultaneously be adjusted to
equal the number  obtained  by  dividing  the  Aggregate  Exercise  Price by the
adjusted Per Share Exercise Price.

                  (g) No  adjustment  in the Per Share  Exercise  Price shall be
required  unless  such  adjustment  would  require an increase or decrease of at
least $0.01 per share of Common Stock;  provided,  however, that any adjustments
which by reason of this  subsection  3(g) are not  required  to be made shall be
carried  forward  and taken  into  account  in any  subsequent  adjustment.  All
calculations under this Section 3 shall be made to the nearest


                                       4

<PAGE>

cent or to the nearest  1/100th of a share, as the case may be. Anything in this
Section 3 to the contrary notwithstanding, the Company shall be entitled to make
such  reductions in the Per Share Exercise  Price, in addition to those required
by this Section 3, as it in its  discretion  shall deem to be advisable in order
that any stock  dividend,  subdivision  of shares or  distribution  of rights to
purchase stock or securities  convertible or  exchangeable  for stock  hereafter
made by the Company to its stockholders shall not be taxable.

                  (h)  Whenever  the Per Share  Exercise  Price is  adjusted  as
provided in this Section 3 and upon any  modification  of the rights of a Holder
of Warrants  in  accordance  with this  Section 3, the  Company  shall  promptly
obtain,  at  its  expense,  a  certificate  of  a  firm  of  independent  public
accountants of recognized  standing  selected by the Board of Directors (who may
be the regular  auditors of the Company)  setting  forth the Per Share  Exercise
Price and the number of Warrant  Shares after such  adjustment  or the effect of
such  modification,  a brief statement of the facts requiring such adjustment or
modification  and the  manner of  computing  the same and  cause  copies of such
certificate to be mailed to the Holders of the Warrants.

                  (i) If the Board of Directors of the Company shall declare any
dividend or other  distribution  with respect to the Common  Stock,  the Company
shall mail notice  thereof to the Holders of the  Warrants not less than 30 days
prior  to the  record  date  fixed  for  determining  stockholders  entitled  to
participate in such dividend or other distribution.

                  (j) If, as a result of an  adjustment  made  pursuant  to this
Section 3, the Holder of any Warrant  thereafter  surrendered for exercise shall
become  entitled to receive  shares of two or more  classes of capital  stock or
shares of Common  Stock and other  capital  stock of the  Company,  the Board of
Directors (whose  determination  shall be conclusive and shall be described in a
written  notice to the Holder of any  Warrant  promptly  after such  adjustment)
shall  determine the allocation of the adjusted Per Share Exercise Price between
or among shares or such  classes of capital  stock or shares of Common Stock and
other capital stock.

                  (k) For the purpose of any computation  under Section 3 above,
the then Current  Market Price per share (the "CURRENT  MARKET  PRICE") shall be
deemed to be the last sale price of the Common Stock on the trading day prior to
such date or, in case no such reported sales take place on such day, the average
of the last  reported  bid and asked  prices of the Common Stock on such day, in
either case on the principal  national  securities  exchange on which the Common
Stock is admitted to trading or listed,  or if not listed or admitted to trading
on any such exchange,  the representative  closing bid price of the Common Stock
as reported by the National  Association of Securities  Dealers,  Inc. Automated
Quotations  System  ("NASDAQ"),  or other similar  organization  if NASDAQ is no
longer  reporting such  information,  or, if the Common Stock is not reported on
NASDAQ,   the  high  per  share  bid   price  for  the   Common   Stock  in  the
over-the-counter  market as reported by the National Quotation Bureau or similar
organization,  or if not so available, the fair market value of the Common Stock
as determined by agreement between the Company's Board of Directors,  on the one
part, and the Holders of Warrants  representing the right to purchase a majority
of the Warrant Shares subject to all outstanding  Warrants,  on the second part.
If the Board of


                                        5

<PAGE>

Directors  and such Holders fail to agree on the Current  Market Price within 60
days of the date of the action  giving rise to any  adjustment  pursuant to this
Section 3, such  Holders  shall be  entitled  to  appoint a firm of  independent
public  accountants  or appraisers of recognized  national  standing  reasonably
acceptable  to the  Company,  which shall give their  opinion as to such Current
Market Price on a basis  consistent  with the  essential  intent and  principles
established herein. Upon receipt of such opinion, the Company will promptly mail
a copy  thereof to the  Holder of this  Warrant  and shall make the  adjustments
described therein.  The fees and expenses of such independent public accountants
or appraisers shall be borne by the Company.

                  4.  REGISTRATION  UNDER  SECURITIES ACT OF 1933. The resale of
the Warrant Shares shall be registered on the Shelf  Registration  Statement (as
defined in Article 8 of the Note and Warrant  Purchase  Agreement (the "Purchase
Agreement")  dated as of January 28, 1997,  by and among the Company,  The Aries
Fund, a Cayman  Island  Trust,  and The Aries  Domestic  Fund,  L.P., a Delaware
limited partnership) and certain purchasers and the Holder of this Warrant shall
have the registration rights as provided in Article 8 of the Purchase Agreement.
If the Holder is not a party to the Purchase  Agreement,  by  acceptance of this
Warrant the Holder agrees to comply with provisions of Article 8 of the Purchase
Agreement to the same extent as if it were a party thereto.

                  5.  LIMITED  TRANSFERABILITY.  This  Warrant  may not be sold,
transferred,  assigned or  hypothecated  by the Holder except in compliance with
the provisions of the Act and the applicable  state  securities "blue sky" laws,
and is so  transferable  only upon the books of the Company which it shall cause
to be maintained for such purpose.  The Company may treat the registered  Holder
of this  Warrant as he or it appears on the  Company's  books at any time as the
Holder for all purposes. The Company shall permit any Holder of a Warrant or his
duly authorized  attorney,  upon written request during ordinary business hours,
to inspect  and copy or make  extracts  from its books  showing  the  registered
holders of Warrants. All Warrants issued upon the transfer or assignment of this
Warrant  will be dated  the same  date as this  Warrant,  and all  rights of the
holder thereof shall be identical to those of the Holder.

                  6.  LOSS,   ETC.,   OF  WARRANT.   Upon  receipt  of  evidence
satisfactory  to the Company of the loss,  theft,  destruction  or mutilation of
this Warrant, and of indemnity reasonably  satisfactory to the Company, if lost,
stolen or destroyed,  and upon surrender and  cancellation  of this Warrant,  if
mutilated,  the Company shall execute and deliver to the Holder a new Warrant of
like date, tenor and denomination.

                  7.  STATUS OF HOLDER.  This  Warrant  does not confer upon the
Holder any right to vote or to consent to or receive  notice as a stockholder of
the Company, as such, in respect of any matters whatsoever,  or any other rights
or liabilities as a stockholder, prior to the exercise hereof.

                  8.  NOTICES.  No  notice  or other  communication  under  this
Warrant shall be effective unless, but any notice or other  communication  shall
be  effective  and shall be deemed to have been given if, the same is in writing
and is mailed by first-class mail, postage prepaid, addressed to:


                                        6

<PAGE>

                  (a) the Company at 3550 General Atomic Corporation, San Diego,
California  92121,  Attention:  Thomas H.  Adams,  or such other  address as the
Company has designated in writing to the Holder; or

                  (b)  the  Holder  at  the  address  indicated  in  the  notice
         provisions  to the  Purchase  Agreement,  or other such  address as the
         Holder has designated in writing to the Company.

                  9. SPECIAL EXERCISE PRICE  ADJUSTMENT.  The Per Share Exercise
Price shall be adjusted at the time of the Final  Closing  Date (as that term is
defined in the Letter  between Genta and Paramount  Capital Inc.,  dated January
28, 1997) if the exercise  price of the Offering  Warrants (as defined below) is
less  than the  exercise  price of the  Warrants.  In such  event  the Per Share
Exercise Price shall be reduced to equal 50% of the then current  exercise price
of the Offering Warrants (as hereafter defined).  "Offering Warrants" shall mean
the  warrants  described  in  paragraph 7 of the Letter  between the Company and
Paramount Capital, Inc. dated January 28, 1997.

                  10. HEADINGS.  The headings of this Warrant have been inserted
as a matter of convenience and shall not affect the construction hereof.

                  11.  APPLICABLE  LAW.  This  Warrant  shall be governed by and
construed in  accordance  with the law of the State of New York  without  giving
effect to principles of conflicts of law thereof.

                  IN WITNESS  WHEREOF,  Dr.  Robert E.  Klem,  acting for and on
behalf of the  Company,  has  executed  this  Warrant  and caused the  Company's
corporate seal to be hereunto affixed and attested by its Secretary or Assistant
Secretary as of June 23, 1997.


                                        GENTA INCORPORATED


                                         By:  _______________________
                                                 Name:  Dr. Robert E. Klem
                                                 Title: Vice President


ATTEST:



-------------------------
Secretary or Assistant Secretary

[Corporate Seal]


                                        7

<PAGE>


                                  SUBSCRIPTION
                                  ------------

                  The undersigned, ____________________________, pursuant to the
provisions  of the  foregoing  Warrant,  hereby  elects to  exercise  the within
Warrant to the extent of purchasing _____________________ shares of Common Stock
thereunder and hereby makes payment of $_______________ by certified or official
bank check in payment of the exercise price therefor.

Dated:_______________                   Signature:_____________________________

                                        Address:_______________________________


                                   ASSIGNMENT
                                   ----------

                  FOR  VALUE  RECEIVED   _______________________________________
hereby sells,  assigns and transfers unto  _____________________________________
the foregoing  Warrant and all rights  evidenced  thereby,  and does irrevocably
constitute and appoint _____________________________, attorney, to transfer said
Warrant on the books of Genta, Inc.


Dated:_______________                   Signature:_____________________________

                                         Address:______________________________


                               PARTIAL ASSIGNMENT
                               ------------------

                  FOR VALUE RECEIVED  __________________________  hereby assigns
and transfers unto  _________________________  the right to purchase  __________
shares of the Common Stock,  no par value per share, of Genta,  Inc.  covered by
the foregoing  Warrant,  and a proportionate part of said Warrant and the rights
evidenced    thereby,    and   does    irrevocably    constitute   and   appoint
__________________________,  attorney,  to transfer that part of said Warrant on
the books of Genta, Inc.


Dated:_______________                   Signature:___________________________

                                        Address:_____________________________


                                        8