AGREEMENT


               This  AGREEMENT  (this  "Agreement")  dated as of August 27, 1997
(the "Agreement") by and between Genta Incorporated, a Delaware corporation (the
"Company"), and Paul O.P. Ts'o, Ph.D. (the "Consultant");

               WHEREAS,  the  Consultant has served as a director of the Company
for a number of years,  has served as a consultant to the Company  pursuant to a
Consulting  Agreement between the Consultant and the Company,  dated February 2,
1989 (the "Prior  Agreement") and has considerable  and invaluable  knowledge of
the business and history of the Company;

               WHEREAS,  the  Company  desires  that it be able to call upon the
experience and knowledge of the Consultant with respect to the Company from time
to time, in accordance with the terms hereof; and

               WHEREAS, the Consultant is willing to render such services to the
Company on the terms and conditions hereinafter set forth in this Agreement;

               NOW,  THEREFORE,  in  consideration  of the  promises  and mutual
covenants  contained herein and for other good and valuable  consideration,  the
parties agree as follows:

               1.  Term.   Subject  to   paragraph  5,  from  the  date  of  the
Consultant's  resignation  from  the  Board of  Directors  of the  Company  (the
"Commencement  Date") and continuing for a 1 (one) year period (the "Term"), the
Consultant  shall be retained by the Company as a consultant as provided in this
Agreement.

               2.  Position  and  Responsibilities.  (a) The  Consultant  hereby
agrees to make  available to the Company and its  directors  during the Term the
benefit of the  Consultant's  knowledge of the Company's  and its  subsidiaries'
affairs, provided that, except for telephone inquiries, the Consultant shall not
be required to devote more than 1 (one) day per calendar month.

               (b) Prior to entering into this Agreement  with the Company,  the
Consultant  was  employed,  and  continues to be employed,  by the Johns Hopkins
University (the  "University").  The Company  recognizes that in connection with
the  Consultant's  employment by the  University,  the Consultant has continuing
responsibility  to the  University.  In  connection  with such  employment,  the
Company  acknowledges  that the  Consultant is subject to a Patent and Invention
Policy of the  University in the form attached  hereto as Exhibit A (the "Patent
Policy"). The Company hereby acknowledges the existence of the Patent Policy and
agrees to take no actions which would result in the  Consultant's  violating the
Patent Policy.

               (c) Prior to entering into this Agreement  with the Company,  the
Consultant was employed,  and continues to be employed,  by CellGene Laboratory,
L.P. ("CellGene") as a

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Managing  Director  and  Chairman  of the Board of Managing  Directors,  and was
employed,  and continues to be employed by  CellGene's  General  Partner,  NAMTA
Corporation ("NAMTA") as CEO and Chairman of the Board of Directors. CellGene is
a reference  laboratory  providing  tests for prenatal and various  cancer cells
circulating in blood.  NAMTA Corporation is a consulting and management  company
with a special  interest in trading with Asia.  The Company  recognizes  that in
connection  with the  Consultant's  employment  by  CellGene  and NAMTA or their
successors   or  other   parties   in   interest,   the   Consultant's   primary
responsibilities  are to CellGene and NAMTA or their successors or other parties
in  interest.  The Company  hereby  acknowledges  that in  connection  with such
employment,  the  Consultant  may have  acquired  and may  continue  to  acquire
confidential and proprietary information relative to the business and operations
of CellGene and NAMTA or their  successors  or other  parties in  interest.  The
Company  agrees to take no action  which would  result in the  Consultant  being
asked or  required  to use or  divulge  any  such  confidential  or  proprietary
information,  acquired  without  violation of law,  relative to the business and
operations  of  CellGene  or NAMTA  or their  successors  or  other  parties  in
interest,  and the Company further agrees to make no claim to such  confidential
or proprietary  information,  acquired without violation of law, relative to the
business and operations of CellGene or NAMTA on the Company's behalf. As used in
this paragraph,  the term  "proprietary  information" has the same meaning as it
does in paragraph 6 of this  Agreement,  except that references to the "Company"
shall mean CellGene and NAMTA.

               3. Compensation. The Company shall issue to the Consultant at the
commencement of this Agreement 15,400 shares of Genta common stock. Furthermore,
during the Term of this  Agreement,  the Company  shall pay the  Consultant at a
rate of $1,000 per month.  Notwithstanding anything to the contrary in the Prior
Agreement,  and  subject to Section 4, the  Consultant  shall not be entitled to
receive any other  payment or benefits.  The  Consultant  acknowledges  that all
stock options previously granted to him by the Company are hereby cancelled.

               4.  Expenses.  Subject  to  the  Company's  prior  approval,  the
Consultant shall be reimbursed for necessary and reasonable expenses incurred by
the  Consultant  in  connection  with the  performance  of his duties  hereunder
including,  without limitation,  reasonable travel expenses and shall receive an
additional  $2,500 per day for any  in-person  attendance  at any meeting of the
Company.

               5.  Termination.  This Agreement and the  Consultant's  retention
hereunder may be  immediately  terminated  by the Company upon the  Consultant's
breach of this Agreement.

               6. Confidentiality.  The Consultant acknowledges that the Company
possesses  and will  continue  to  possess  information  that has been  created,
discovered,  developed,  acquired  or  otherwise  become  known  to the  Company
(including,  without limitation,  information created, discovered,  developed or
made known to the  Consultant  during the period the  Consultant  was associated
with  the  Company  including,  without  limitation,  during  the  term  of this
Agreement),   which   information  has  commercial   business  value.  All  such
information, which relates either to (A) the business and operations of the


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Company,  including without  limitation,  strategies,  forecasts,  potential new
products,  unpublished  financial  statements,   budgets,  projections,   patent
applications  filed  by the  Company,  legal  advice  rendered  to the  Company,
licenses,  prices,  costs,  and supplier lists, or (B) information  disclosed by
representatives  of the Company to the Consultant  relating to its activities in
the  field  of  single  mismatch  discrimination  and in  the  control  of  gene
expression   using   steric   blockers  is   hereinafter   called   "Proprietary
Information".

               In consideration  of the compensation  received by the Consultant
from the Company and the covenants  contained in this Agreement,  the Consultant
agrees as follows:

               (a) All  Proprietary  Information is and shall continue to be the
sole  property of the Company and its  assigns,  and the Company and its assigns
are and  shall  continue  to be the  sole  owner  of all  rights  in  connection
therewith.  The Consultant  shall  maintain in strictest  confidence any and all
Proprietary  Information  and shall not  disclose  the same to any third  party;
provided,  however,  that the  obligation of  confidentiality  by the Consultant
shall not apply to any  information,  documents,  materials or things  otherwise
within the definition of Proprietary Information but which:

                      (i)    Consultant  receives at any time from a third party
                             lawfully in possession of same and having the right
                             to disclose same;

                      (ii)   is, as of the effective date of this Agreement,  in
                             the  public  domain,  or  subsequently  enters  the
                             public domain through no fault of the Consultant;

                      (iii)  has been  previously  approved  by the  Company  in
                             writing  to be  released  from the  confidentiality
                             obligations hereunder;

                      (iv)   is required to be  disclosed  to (or by) a court or
                             other governmental  authority,  provided reasonable
                             notice of the  impending  disclosure is provided to
                             the  Company,  and the  Company  has agreed to such
                             disclosure in writing or has exhausted its right to
                             contest such disclosure;

                      (v)    consists  of   intellectual   property,   including
                             patents,  which have been assigned to Johns Hopkins
                             University prior to the date of this Agreement,  in
                             which the Company has an interest; or

                      (vi)   consists of inventions or  improvements or works of
                             authorship  set  forth on  Exhibit  C to the  Prior
                             Agreement and initialled by the Consultant.

               (b)  The  Consultant  hereby  agrees  that  he  will  not use any
Proprietary   Information,   including  any  Proprietary  Information  that  the
Consultant  learns  or  develops  in  the  course  of  the  performance  of  the
Consultant's  duties under this  Agreement,  except  exclusively for the purpose
contemplated by this Agreement (and then only for the benefit of


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the  Company)  and  for no  other  purpose.  Subsections  6(a)  and  (b) of this
Agreement  are  intended  to,  and  shall,  supersede  Section  1 of  the  Prior
Agreement.  The Consultant further agrees that he will not intentionally use any
confidential  information learned by him in connection with his association with
the Company in any manner detrimental to the Company.

               (c)  All  documents,   records,   equipment  and  other  physical
property, whether or not pertaining to Proprietary Information, furnished to the
Consultant by the Company or produced by the  Consultant or others in connection
with his  association  with the Company shall be and remain the sole property of
the Company.  The Consultant  will,  upon request by the Company,  return to the
Company all documents, notes, drawings, specifications, programs, data, customer
lists and other  materials of any nature  pertaining to his association and work
with the Company,  including any copies of such  materials,  and the  Consultant
shall not use any of the foregoing or any reproduction of any of the foregoing.

               All obligations of the parties under this Section 6 shall survive
expiration or  termination  of the Agreement and shall  continue in effect for a
period of five (5) years from the Commencement Date.

               7. Non Public Information.  The Consultant recognizes that in the
course of his  duties  hereunder,  he may  receive  from the  Company  or others
information which may be considered "material, nonpublic information" concerning
a public company that is subject to the reporting requirements of the Securities
and Exchange Act of 1934, as amended. The Consultant agrees not to:

               (a) Buy or sell any  security,  option,  bond or warrant while in
possession of relevant material, nonpublic information received from the Company
or others in connection herewith;

               (b) Provide  the Company  with  information  with  respect to any
public company that may be considered material,  nonpublic  information,  unless
first specifically agreed to in writing by the Company; or

               (c)  Provide  any person with  material,  nonpublic  information,
received from the Company, including any relative, associate or other individual
who intends to, or may, (a) trade  securities  with respect to the Company which
is the subject of such  information,  or (b)  otherwise  directly or  indirectly
benefit from such information.

               This Section shall survive the termination of this Agreement.

               8.  Indemnification  Agreement.  The Company hereby  confirms the
continuing validity of the Indemnification  Agreement dated October 4, 1989 (the
"Indemnification  Agreement")  by and between the Company and the Consultant and
agrees to indemnify the  Consultant to the fullest  extent  permitted by law for
any  liability  of the Company  which may in the future be asserted  against the
Consultant.  Furthermore  the Company  confirms  that,  pursuant to its Restated
Certificate of Incorporation, the Consultant is


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not  personally  liable to the Company or any of its  stockholders  for monetary
damages for breach of duty as a director, except for liability:

               (a) for any  breach  of the  director's  duty of  loyalty  to the
Company and its stockholders;

               (b) for acts or  omissions  not in good  faith  or which  involve
intentional misconduct or knowing violations of law;

               (c) under Section 174 of the Delaware  General  Corporation  Law,
relating to the improper payment of dividends or improper redemption; or

               (d) for any  transaction  from  which  the  director  derived  an
improper personal benefit.

               9. Release. The Consultant hereby releases and forever discharges
the Company,  its  subsidiaries  and each of their  respective  past and present
directors,  officers,  shareholders,  employees,  agents,  attorneys,  servants,
predecessors,   successors  and  assigns,   and  each  of  them  separately  and
collectively  (hereinafter  referred  to  separately  and  collectively  as  the
"Releasees")  from any and all  claims,  liens,  causes of action,  obligations,
damages  and  liabilities  that  the  Consultant  may  have  against  any of the
Releasees  except  under the  Consultant's  Indemnification  Agreement  and this
Agreement (the "Remaining  Obligations").  Without  limiting the foregoing,  the
Consultant  acknowledges  that no Releasee has any  obligation to the Consultant
under  any  agreements   previously  entered  into,  other  than  the  Remaining
Obligations.  The Company hereby releases and forever  discharges the Consultant
and his agents, attorneys, servants,  predecessors,  successors and assigns, and
each of them separately and collectively (hereinafter referred to separately and
collectively  as the  "Releasors"),  from any and all claims,  liens,  causes of
action, obligations, damages and liabilities that the Releasees may have against
the Consultant  except under  applicable law and the Remaining  Obligations  and
obligations in respect of the  Consultant's  activities  undertaken prior to the
date hereof under the Prior  Agreement (it being  understood and agreed that the
Consultant shall have no obligation to continue to render the services set forth
on Exhibit B of such agreement).

               10. Waiver.  The Consultant and the Company  expressly  waive all
rights under section 1542 of the Civil Code of California, which provides:

               " A GENERAL  RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
               DOES NOT  KNOW OR  SUSPECT  TO EXIST IN HIS  FAVOR AT THE TIME OF
               EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY
               AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

               The Consultant and the Company acknowledge that this Agreement is
intended to include and discharge certain claims as set forth in Section 9 which
the parties  hereto do not know or suspect to exist at the time of execution and
expressly assumes all risks attendant


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to release of claims  arising  out of facts  occurring  at any time prior to the
execution of this Agreement which are unknown, unforeseen or latent.

               11. Sale of  Securities.  Subject to any  requirements  of law in
relation to the sale of  securities,  the Company will relieve the Consultant of
his contractual obligation previously entered into requiring that the Consultant
not sell any common stock held in the Company (the "Common  Stock") for a period
of 2 (two) years,  provided,  however,  that, the Consultant  hereby agrees that
from the Commencement  Date until all of the Consultant's  Common Stock has been
sold, the Consultant:

               (a) will not sell,  contract  to sell,  grant any  option for the
sale of or otherwise dispose of directly or indirectly, more than 5000 shares of
common stock in any week (subject to adjustment for stock splits and the like);

               (b) will not, directly or indirectly, through related parties, or
otherwise  sell "short" or "short against the box" (as those terms are generally
understood) any equity security of the Company; or

               (c) will not otherwise  engage in any transaction  which involves
hedging of the Consultant's position in any equity security of the Company.

               12. Specific Performance.  The Consultant acknowledges and agrees
that the Company's  remedies at law for a breach or threatened  breach of any of
the  provisions of Section 6 would be  inadequate  and, in  recognition  of this
fact,  the  Consultant  agrees that, in the event of such a breach or threatened
breach,  in addition to any remedies at law, the  Company,  without  posting any
bond,  shall be  entitled  to obtain  equitable  relief in the form of  specific
performance,  temporary restraining order,  temporary or permanent injunction or
any other equitable remedy which may then be available.

               13.  Binding  Effect.  This  Agreement  shall  bind  all  of  the
Consultant's heirs,  executors,  administrators,  successors and assigns; and it
shall  inure to the  benefit  of each  Releasee  and,  in  addition  all  heirs,
executors, administrators and assigns of each Releasee who is an individual.

               14. Non-disparagement. The Consultant and the Company promise not
to make any written or oral statements,  whether or not true, that disparage the
other's reputation or work product.

               15.  Withholding  Taxes.  All payments made under this  Agreement
shall be subject to reduction to reflect taxes required to be withheld by law.

               16.  Miscellaneous.

                    (a) Governing Law. This  Agreement  shall be governed by and
construed in accordance  with the laws of the State of New York,  without regard
to principles


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of  conflicts  of law.  The  Consultant  hereby  consents  to be  subject to the
jurisdiction of the courts of the State of New York.

                    (b) Entire Agreement;  Amendment;  Survival.  The Consultant
warrants that no promise,  inducement or agreement not expressed herein has been
made in connection  with this  Agreement;  that this Agreement  constitutes  the
entire  agreement  between the  Consultant  and the Company  with respect to the
consulting arrangement  contemplated hereby and the other matters covered hereby
and that this  Agreement  cancels and  supersedes  all prior  communications  or
understandings  between  the  Company and the  Consultant  with  respect to such
subject matter.  There are no restrictions,  agreements,  promises,  warranties,
covenants or  undertakings  between the parties  with  respect to the  aforesaid
subject matter other than those  expressly set forth herein.  This Agreement may
not be altered,  modified, or amended except by written instrument signed by the
parties  hereto.  The  provisions  of  Sections  6,  7,  8, 9, 11 and 14 of this
Agreement  shall  survive any  termination  of this  Agreement and shall survive
beyond the expiration of the Term.

                    (c) No Waiver.  The failure of a party to insist upon strict
adherence to any term of this  Agreement on any occasion shall not be considered
a waiver of such party's rights or deprive such party of the right thereafter to
insist upon strict adherence to that term of any other term of this Agreement.

                    (d)  Severability.  In the event that any one or more of the
provisions  of  this  Agreement   shall  be  or  become   invalid,   illegal  or
unenforceable in any respect,  the validity,  legality and enforceability of the
remaining provisions of this Agreement shall not be affected thereby.

                    (e)  Successors;  Binding  Agreement.  This Agreement  shall
inure to the  benefit  of and be  binding  upon the  parties  hereto  and  their
respective heirs,  representatives,  successors and assigns.  This agreement may
not be assigned by the Consultant.

                    (f)  Counterparts;  Effectiveness.  This  Agreement  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.  This
Agreement  shall become  effective  when each party hereto shall have received a
counterpart hereof signed by the other party hereto.


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               IN WITNESS  WHEREOF,  the parties  hereto have duly executed this
Agreement as of the day and year first above written.

                                    Consultant:


                                    ----------------------------------
                                    By: Paul O.P. Ts'o, Ph.D.



                                    Genta Incorporated:


                                    ----------------------------------
                                    By: Michael S. Weiss
                                    Its: Interim Chairman


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