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 OPINION OF COUNSEL  SATISFACTORY TO THE COMPANY THAT SUCH  REGISTRATION IS
NOT REQUIRED OR UNLESS SOLD  PURSUANT TO RULE 144 OF SUCH ACT. ANY SUCH TRANSFER
MAY ALSO BE SUBJECT TO APPLICABLE STATE SECURITIES LAWS.



                               GENTA INCORPORATED



                      WARRANT FOR THE PURCHASE OF SHARES OF
                      -------------------------------------
                                  COMMON STOCK
                                  ------------

NO. 1                                                              17,500 SHARES


                  FOR VALUE RECEIVED, GENTA INCORPORATED, a Delaware corporation
(the  "Company"),  hereby  certifies  that ARIES  DOMESTIC  FUND,  L.P.,  or its
permitted assigns, is entitled to purchase from the Company, at any time or from
time to time  commencing on June 6, 1997,  and prior to 5:00 P.M., New York City
time, on June 6, 2002 (the "Termination Date"),  seventeen-thousand five-hundred
(17,500)  fully paid and  non-assessable  shares of the Common Stock,  $.001 par
value per share,  of the  Company at an exercise  price equal two dollars  fifty
cents  ($2.50)  (Hereinafter,  (i) said Common  Stock,  together  with any other
equity  securities which may be issued by the Company with respect thereto or in
substitution  therefor, is referred to as the "Common Stock", (ii) the shares of
the  Common  Stock  purchasable   hereunder  or  under  any  other  Warrant  (as
hereinafter  defined)  are  referred  to as  the  "Warrant  Shares",  (iii)  the
aggregate purchase price payable for the Warrant Shares hereunder is referred to
as the "Aggregate Warrant Price", (iv) the price payable for each of the Warrant
Shares  hereunder  is referred  to as the "Per Share  Warrant  Price",  (v) this
Warrant,  all  similar  Warrants  issued  on the date  hereof  and all  warrants
hereafter  issued in exchange or  substitution  for this Warrant or such similar
Warrants are referred to as the  "Warrants"  and (vi) the holder of this Warrant
is  referred  to as the  "Holder"  and the holder of this  Warrant and all other
Warrants or Warrant  Shares issued upon the exercise of any Warrant are referred
to as the "Holders").  The Aggregate Warrant Price is not subject to adjustment.
The Per Share Warrant Price is subject to adjustment as hereinafter provided; in
the event of any such adjustment, the number of Warrant Shares shall be adjusted
by dividing the Aggregate Warrant Price by the Per Share Warrant Price in effect
immediately after such adjustment.


<PAGE>

                  1.       Exercise of Warrant.

                  (a) This Warrant may be exercised,  in whole at any time or in
part from time to time,  commencing on June 6, 1997 and prior to the Termination
Date, by the holder:

             (i) by the surrender of this Warrant (with the  subscription  form
              at the end  hereof  duly  executed)  at the  address  set forth in
              Subsection  9(a)  hereof,  together  with  proper  payment  of the
              Aggregate Warrant Price, or the proportionate part thereof if this
              Warrant is exercised in part, with payment for Warrant Shares made
              by  certified or official  bank check  payable to the order of the
              Company; or

              (ii) by the surrender of this Warrant (with the cashless  exercise
              form at the end hereof duly  executed) (a "Cashless  Exercise") at
              the address set forth in Subsection 9(a) hereof. Such presentation
              and surrender shall be deemed a waiver of the Holder's  obligation
              to pay the Aggregate  Warrant  Price,  or the  proportionate  part
              thereof if this Warrant is  exercised  in part.  In the event of a
              Cashless Exercise,  the Holder shall exchange its Warrant for that
              number  of  Warrant  Shares  subject  to  such  Cashless  Exercise
              multiplied  by a  fraction,  the  numerator  of which shall be the
              difference  between the then  current  Market  Price per share (as
              hereinafter  defined)  of Common  Stock and the Per Share  Warrant
              Price,  and the  denominator  of which  shall be the then  current
              Market Price per share of Common  Stock.  The then current  market
              price  per  share of the  Common  Stock at any date  (the  "Market
              Price")  shall be deemed to be the last sale  price of the  Common
              Stock  on the  business  day  prior  to the  date of the  Cashless
              Exercise  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 NASDAQ  Bulletin  Board  (?NASDAQ?),  or
              other similar  organization if NASDAQ is no longer  reporting such
              information,  or if not so available, the fair market price of the
              Common  Stock  as  determined  in  good  faith  by  the  Board  of
              Directors.

                  (b) If this Warrant is exercised in part, this Warrant must be
exercised  for a number of whole  shares of the  Common  Stock and the Holder is
entitled to receive a new Warrant  covering  the Warrant  Shares  which have not
been exercised and setting forth the proportionate part of the Aggregate Warrant
Price  applicable to such Warrant  Shares.  Upon surrender of this Warrant,  the
Company will (i) issue a certificate or  certificates  in the name of the Holder
for the largest  number of whole  shares of the Common Stock to which the Holder
shall be entitled  and, if this Warrant is  exercised  in whole,  in lieu of any
fractional share of the Common Stock to which the Holder shall be entitled,  pay
to the Holder cash in an amount equal to the fair value of such fractional share
(determined in such  reasonable  manner as the Board of Directors of the Company
shall  determine),   and  (ii)  deliver  the  other  securities  and  properties
receivable upon the exercise of this Warrant,  if any, or the proportionate part
thereof if this Warrant is exercised in part, pursuant to the provisions of


                                      - 2 -

<PAGE>

this Warrant.

                  2. Reservation of Warrant Shares;  Listing. The Company agrees
that, prior to the expiration of this Warrant, the Company will at all times (a)
have authorized and in reserve, and will keep available,  solely for issuance or
delivery upon the exercise of this  Warrant,  the shares of the Common Stock and
other  securities and  properties as from time to time shall be receivable  upon
the  exercise of this  Warrant,  free and clear of all  restrictions  on sale or
transfer,  except  for the  restrictions  on sale or  transfer  set forth in the
Securities Act of 1933, as amended (the "Act"),  and restrictions  created by or
on behalf of the Holder,  and free and clear of all preemptive rights and rights
of first  refusal;  and (b) when the Company  prepares and files a  registration
statement  covering the shares of Common Stock issued or issuable  upon exercise
of this Warrant with the  Securities and Exchange  Commission  (the "SEC") which
registration  statement  is declared  effective by the SEC under the Act and the
Company  lists its Common  Stock on any  national  securities  exchange or other
quotation system, it will use its reasonable best efforts to cause the shares of
Common Stock  subject to this Warrant to be listed on such exchange or quotation
system.

                  3. Protection Against Dilution.

                  (a) If,  at any time or from  time to time  after  the date of
this Warrant,  the Company shall issue or distribute to the holders of shares of
Common Stock evidence of its  indebtedness,  any other securities of the Company
or any cash,  property or other assets (excluding a subdivision,  combination or
reclassification, or dividend or distribution payable in shares of Common Stock,
referred to in  Subsection  3(b),  and also  excluding  cash  dividends  or cash
distributions  paid out of net profits  legally  available  therefor in the full
amount   thereof,   which  together  with  the  value  of  other  dividends  and
distributions  made substantially  concurrently  therewith or pursuant to a plan
which includes payment thereof, is equivalent to not more than five percent (5%)
of the  Company's net worth) (any such  nonexcluded  event being herein called a
"Special  Dividend"),   the  Per  Share  Warrant  Price  shall  be  adjusted  by
multiplying  the Per Share  Warrant  Price  then in effect  by a  fraction,  the
numerator  of which shall be the then  current  Market Price of the Common Stock
less the fair market value (as  determined in good faith by the Company's  Board
of Directors) of the evidence of indebtedness,  cash, securities or property, or
other assets issued or  distributed in such Special  Dividend  applicable to one
share of Common  Stock and the  denominator  of which shall be the then  current
Market Price of the Common Stock. An adjustment made pursuant to this Subsection
3(a)  shall  become  effective  immediately  after the  record  date of any such
Special Dividend.

                  (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  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  Warrant  Price shall be
adjusted  to be  equal  to a  fraction,  the  numerator  of  which  shall be the
Aggregate  Warrant  Price and the  denominator  of which  shall be the number of
shares of Common Stock or other capital stock of the Company which he would have
owned immediately following


                                      - 3 -

<PAGE>

such action had such  Warrant  been  exercised  immediately  prior  thereto.  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) Except as provided in  Subsections  3(a) and 3(d), in case
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 total  consideration,  if any,  payable to the Company upon
exercise or conversion thereof (the "Total Consideration") by (ii) the number of
additional  shares of Common Stock  issuable upon exercise or conversion of such
securities)  less than either the then current  Market Price of the Common Stock
or the current Per Share Warrant Price in effect on the date of such issuance or
sale, the Per Share Warrant Price shall be adjusted by multiplying the Per Share
Warrant 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 date of
such  issuance  or sale plus (B) the Total  Consideration  divided by either the
current Market Price of the Common Stock or the current Per Share Warrant Price,
whichever is greater,  and the  denominator  of which shall be (y) the number of
shares of Common Stock outstanding on the 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.

                  (d) No  adjustment  in the Per Share  Warrant  Price  shall be
required in the case of the issuance by the Company of (i) Common Stock pursuant
to the exercise or conversion of any Warrant or any other  options,  warrants or
any convertible  securities currently  outstanding or outstanding as a result of
securities  issued in connection with the Company?s  current  private  placement
offering  pursuant  to the  Confidential  Term  Sheet  dated  May 20,  1997  (as
hereafter  supplemented  and amended,  the ?Term  Sheet?)  pursuant to a private
placement  of the  Company?s  securities  (an  ?Offering?);  provided,  that the
exercise  price  or  conversion  price  at  which  such  options,   warrants  or
convertible securities are exercised or converted,  as the case may be, is equal
to the  exercise  price or  conversion  price in  effect  as of the date of this
Warrant or as of the date of issuance with respect to securities issued pursuant
to an Offering (except for standard  anti-dilution  adjustments) and (ii) shares
of Common Stock issued or sold pursuant to stock  purchase or stock option plans
or other  similar  arrangements  that are  approved  by the  Company's  Board of
Directors.

                  (e) In case 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  (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


                                     - 4 -

<PAGE>

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 thirty  (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.

                  (f) 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.

                  (g) No  adjustment  in the Per Share  Warrant  Price  shall be
required  unless  such  adjustment  would  require an increase or decrease of at
least $0.05 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;  provided,
further, however, that adjustments shall be required and made in accordance with
the  provisions  of this Section 3 (other than this  Subsection  3(g)) not later
than such time as may be required in order to preserve the tax-free  nature of a
distribution  to the Holder of this  Warrant or Common Stock  issuable  upon the
exercise  hereof.  All  calculations  under this  Section 3 shall be made to the
nearest 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 Warrant  Price,  in addition to those
required by this Section 3, as it in its discretion shall


                                      - 5 -

<PAGE>

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  Warrant  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 Chief  Financial  Officer of
the Company shall  promptly  prepare a  certificate  setting forth the Per Share
Warrant  Price and the number of Warrant  Shares  after such  adjustment  or the
effect of such  modification  and 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. In the event of
a dispute with  respect to any  adjustment  required  pursuant to Section 3, the
Holder may appoint, at the Company?s expense,  an independent  financial advisor
(e.g. an  investment  banking or  accounting  firm)reasonably  acceptable to the
Company to calculate such adjustment.  Such determination  shall be binding upon
the Holder and the Company.

                  (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 15 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 Warrant Price between
or among shares or such  classes of capital  stock or shares of Common Stock and
other capital stock.

                  4. Fully Paid Stock; Taxes. The Company agrees that the shares
of the Common Stock  represented by each and every certificate of Warrant Shares
delivered  on the exercise of this  Warrant be validly  issued and  outstanding,
fully paid and nonassessable,  and not subject to preemptive rights or rights of
first refusal, and the Company will take all such actions as may be necessary to
assure that the par value or stated value, if any, per share of the Common Stock
is at all  times  equal to or less than the then Per Share  Warrant  Price.  The
Company further covenants and agrees that it will pay, when due and payable, any
and all Federal and state stamp,  original  issue or similar  taxes which may be
payable in respect of the issue of any Warrant Share or any certificate thereof.

                  5. Registration Under Securities Act of 1933.

                  (a) The Company shall include the Warrant  Shares on the Shelf
Registration  Statement  (as  defined in the Term  Sheet)  and the Holder  shall
otherwise  have  the  registration   rights  set  forth  in  Section  5  of  the
subscription agreement (the "Subscription Agreement") to be entered into between
the purchasers of units (as described in the Term


                                      - 6 -


<PAGE>


Sheet) and the Company. By acceptance of this Warrant, the Holder agrees that it
shall have the same  obligations,  and otherwise  comply with, the provisions in
such  Section 5 of the  Subscription  Agreement  to same  extent as if it were a
party  thereto.  To the extent  that no Final  Closing  Date (as  defined in the
Subscription Agreement) occurs or the Offering is terminated, the rights granted
to Holder hereunder to have its shares  registered shall begin as of December 6,
1997 on the same terms as provided in Section 5 of the Subscription Agreement.

                  (b)  Until  all   Warrant   Shares  have  been  sold  under  a
Registration  Statement  or  pursuant  to Rule 144,  the  Company  shall use its
reasonable best efforts to file with the Securities and Exchange  Commission all
current  reports and the information as may be necessary to enable the Holder to
effect sales of its shares in reliance upon Rule 144 promulgated under the Act.

                  6.  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.
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.

                  7.  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.

                  8.  Warrant  Holder  Not  Shareholder.   Except  as  otherwise
provided herein,  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.

                  9. Communication.  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:

                  (a) the Company at 3550 General  Atomics Court,  San Diego, CA
92121:  President or other  address as the Company has  designated in writing to
the Holder, or

                  (b) the  Holder at c/o  Paramount  Capital  Asset  Management,
Inc., 787 Seventh Avenue, New York, NY, 10019, Attn: Lindsay A. Rosenwald,  M.D.
or other such address as the Holder has designated in writing to the Company.


                                     - 7 -

<PAGE>

                  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 the principles of conflicts of law thereof.


                                      - 8 -

<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its President and its corporate seal to be hereunto  affixed and attested by its
Secretary this 6th day of June 1997.


                                               GENTA INCORPORATED


                                               By: _______________________
                                               Name:
                                               Title:

ATTEST:



-------------------------------
         Secretary

[Corporate Seal]


                                      - 9 -
<PAGE>

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

         The undersigned, ___________________, pursuant to the provisions of the
foregoing    Warrant,    hereby   agrees   to   subscribe   for   and   purchase
____________________  shares of the Common Stock,  par value $.001 per share, of
Genta Incorporated  covered by said Warrant,  and makes payment therefor in full
at the price per share provided by said Warrant.

Dated:_______________                       Signature:____________________

                                            Address:______________________



                                CASHLESS EXERCISE
                                -----------------

         The undersigned ___________________,  pursuant to the provisions of the
foregoing Warrant, hereby elects to exchange its Warrant for ___________________
shares of  Common  Stock,  par value  $.001  per  share,  of Genta  Incorporated
pursuant to the Cashless Exercise provisions of the Warrant.

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 Incorporated.

Dated:_______________                       Signature:____________________

                                            Address:______________________


<PAGE>

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

         FOR VALUE  RECEIVED  _______________  hereby assigns and transfers unto
____________________  the right to purchase  _______ shares of the Common Stock,
par value  $.001 per  share,  of Genta  Incorporated  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
Incorporated.

Dated:_______________                       Signature:____________________

                                            Address:______________________