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                                                              32,500 SHARES


                  FOR VALUE RECEIVED, GENTA INCORPORATED, a Delaware corporation
(the "Company"), hereby certifies that THE ARIES FUND, A CAYMAN ISLAND TRUST, 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"),  thirty-two-thousand
five-hundred  (32,500) 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
and 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


                                      - 2 -

<PAGE>

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 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  non-excluded  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


                                      - 3 -

<PAGE>

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  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


                                      - 4 -

<PAGE>

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 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


                                      - 5 -

<PAGE>

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 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.


                                      - 6 -

<PAGE>

                  (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 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:


                                      - 7 -

<PAGE>

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.

                  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]


<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:______________________