GENTA INCORPORATED

                 NON-EMPLOYEE DIRECTORS' 1998 STOCK OPTION PLAN


1.      Purpose
        -------

               The  purpose of the Genta  Incorporated  Non-Employee  Directors'
1998  Stock  Option  Plan (the  "Plan")  is to  provide  an  incentive  to those
directors of Genta  Incorporated  (the  "Company")  who are not employees of the
Company to serve on the board of directors  of the Company (the  "Board") and to
maintain and enhance the Company's long-term performance.

2.      Administration
        --------------

               The terms of the stock  options to be awarded  under the Plan are
set forth  herein and may not be varied  other than by  amendment of the Plan in
accordance  with  Section  10. To the extent that any  administrative  action is
required in connection  with the Plan,  such action shall be taken by the Board,
whose determination in such case shall be final, binding and conclusive.

3.      Shares Available for Awards
        ---------------------------

               The total number of shares of common  stock of the  Company,  par
value  $.001 per share  ("Common  Stock"),  which  may be  transferred  upon the
exercise of options  granted  under the Plan shall not exceed  3,000,000  shares
plus the number of shares underlying the options referred to in Section 5(c) (as
adjusted  as  provided  therein).  Such shares may be  authorized  and  unissued
shares,  treasury  shares or shares  acquired by the Company for the purposes of
the Plan.  Any shares of Common  Stock that are subject to a stock  option under
the Plan and that have not been transferred at the time such option is cancelled
or terminated shall again be available for options under the Plan.

4.      Persons Eligible for Stock Options

               Stock options shall be granted under the Plan only to persons who
are members of the Board and are not employees of the Company or any  subsidiary
thereof ("Eligible Directors").


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5.      Grant of Stock Options
        -----------------------

               (a) Every option  granted  under the Plan shall be subject to the
terms and  conditions set forth in the Plan, and shall be evidenced by an option
agreement which shall not be inconsistent with the provisions of the Plan.

               (b) As of the  close  of each  annual  meeting  of the  Company's
shareholders  ("Annual  Meeting"),  commencing  with the Annual Meeting in 1999,
each individual who qualifies as an Eligible  Director at the conclusion of such
meeting, excluding any Eligible Director who is then receiving a grant under the
Company's 1998 Stock Incentive Plan or any other  stock-based  compensation plan
or arrangement of the Company in connection with his or her initial  election or
appointment to the Board,  shall be granted an option to purchase  50,000 shares
of Common Stock, provided that the Eligible Director has served as a director of
the Company for at least six months prior to the date of such Annual Meeting.

               (c) Each Eligible  Director serving as a director on May 28, 1998
shall be granted  stock options to purchase the number of shares of Common Stock
set forth  below  under the  heading  "Number of Initial  Shares" at an exercise
price of $.94375 per share  (subject to  proportional  adjustment  for any stock
split or reverse stock split of the Common Stock). The exercise price and number
of shares  subject to such stock  options  shall be subject to adjustment if the
number  of shares  of  Fairly-Diluted  Common  Stock  (as  defined  below) as of
February  26,  1999 (the  "Adjustment  Date") is other  than  44,725,266  shares
(subject to  proportional  adjustment for any stock split or reverse stock split
of the  Common  Stock) as a result of any and all  Covered  Events  (as  defined
below)  occurring  prior to such time, in which case (x) the number of shares of
Common Stock  covered by the stock  option shall  increase by a number of shares
equal  to  the  percentage  set  forth  below  under  the  caption   "Applicable
Percentage"  of the number of shares of  Fairly-Diluted  Common  Stock as of the
Adjustment Date in excess of 44,725,266 that are  attributable to Covered Events
and (y) the per share  exercise  price shall be adjusted to equal the conversion
price of the Company's Series D Convertible  Preferred Stock  immediately  after
the  Reset  (as  defined  in the  fifth  paragraph  of  Subsection  4(a)  of the
Certificate of  Designations  for the Series D Convertible  Preferred  Stock, as
amended from time to time) as modified by any  contractual  modification to such
Reset  agreed to by at least a majority  of the  holders  of Series D  Preferred
Stock.  "Fairly-Diluted  Common Stock" shall mean, as of a specified  date,  the
number of shares of Common Stock that would be outstanding on such date assuming
(i) the conversion  into Common Stock on such date of all preferred stock of the
Company  outstanding  on May 28,  1998 or  issuable  upon  exercise  of warrants
outstanding  on May 28,  1998;  and (ii) the  exercise  of all  warrants  of the
Company  outstanding  on May 28,  1998 or  contractually  required  to be issued
pursuant  to an  agreement  in effect on May 28,  1998,  in each case  having an
exercise  price  per share of Common  Stock of less than  $2.00 on May 28,  1998
(subject to  proportional  adjustment for any stock split or reverse stock split
of the Common  Stock)  including,  but not limited to, any Penalty  Warrants (as
defined in the Company's  Annual  Report on Form 10-K, as amended,  for the year
ended December 31, 1997) that may be issued.  "Covered Events" mean any issuance
of  Penalty  Warrants  or  alteration  of the  conversion  price of the Series D
Preferred  Stock  pursuant  to the Reset  referred  to above or any  contractual
modification thereof.


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                                                                    Applicable
Director                      Number of Initial Shares            Percentage (%)
--------                      ------------------------            --------------

Drapkin                                675,000                       1.5

Cooper                                 337,500                       .75

Sandage                                337,500                       .75

Kessel                                 75,000                        .167

Salomon                                75,000                        .167

Stein                                  75,000                        .167

Wakoff                                 75,000                        .167

Weiss                                  75,000                        .167


6.      Terms of Stock Options

               (a) The  exercise  price  per share of Common  Stock  under  each
option  granted under Section 5(b) shall be equal to the "Fair Market Value" per
share of Common Stock on the date of option grant. For purposes of the Plan, the
"Fair  Market  Value" of a share of Common Stock on any day shall be as follows:
(i) if the  principal  market for the Common Stock (the  "Market") is a national
securities exchange or the National  Association of Securities Dealers Automated
Quotation System  ("NASDAQ")  National Market or SmallCap Market,  the last sale
price or, if no reported sales take place on the applicable date, the average of
the high bid and low asked price of Common  Stock as reported for such Market on
such date or, if no such  quotation is made on such date, on the next  preceding
day on which there were  quotations,  provided that such  quotations  shall have
been made within the ten (10) business days preceding the applicable  date; (ii)
If the Common  Stock is  actively  traded  but  clause  (i) does not apply,  the
average of the high bid and low asked price for Common  Stock on the  applicable
date, or, if no such  quotations  shall have been made on such date, on the next
preceding  day on which there were  quotations,  provided  that such  quotations
shall have been made within the ten (10) business days  preceding the applicable
date;  or (iii) In the event that neither  clause (i) or (ii) shall  apply,  the
Fair Market Value of a share of Common Stock on any day shall be  determined  in
good faith by the Board. The exercise price of each option granted under Section
5(c) shall be $0.94375 per share,  subject to  adjustment as provided in Section
5(c).

               (b) Each option  granted  under the Plan shall have a term of ten
years, and shall not be exercisable  after the tenth  anniversary of the date of
grant.

               (c)  Each  option   granted   under  Section  5(b)  shall  become
exercisable in full on the date of the Annual Meeting next following the date of
grant provided that the optionee  continues to serve as a member of the Board of
Directors  immediately  following such Annual Meeting. Each option granted under


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<PAGE>

Section 5(c) shall become exercisable in 16 substantially  equal installments on
the last day of each  calendar  quarter  after  October  1, 1997  provided  that
adjustments  to the number of  options  contemplated  by  Section  5(c) shall be
pro-rated  as  to  vesting  over  the  remaining  quarterly  periods  after  the
adjustment.  An option may be exercised from time to time for all or part of the
shares as to which it is then  exercisable  (but,  in any event,  only for whole
shares).

7.      Exercise of Options
        -------------------

               (a) An  option  shall be  exercised  by the  filing  of a written
notice with the  Company,  on such form and in such manner as the Company  shall
prescribe,  accompanied by payment for the shares being purchased.  Such payment
shall be made:  (i) by  certified  or  official  bank  check (or the  equivalent
thereof  acceptable to the Company) for the full option exercise price;  (ii) by
delivery of shares of Common Stock (which,  if acquired pursuant to the exercise
of a stock  option,  were  acquired  at least  six  months  prior to the  option
exercise  date) and having a Fair Market  Value  (determined  as of the exercise
date)  equal to all or part of the  option  exercise  price and a  certified  or
official bank check (or the  equivalent  thereof  acceptable to the Company) for
any  remaining  portion  of the  full  option  exercise  price;  or (iii) at the
discretion of the Board and to the extent permitted by law, by such other method
as the Board may authorize,  including, without limitation, at the discretion of
the Board,  by the  withholding  of shares (valued at their Fair Market Value on
the date of exercise) underlying the Option.

               (b) Promptly after receiving  payment of the full option exercise
price,  the Company  shall  deliver to the Eligible  Director,  or to such other
person as may then have the right to exercise the option,  a certificate for the
shares of Common Stock for which the option has been exercised.

               (c) The  holder of a stock  option  (or other  person  having the
right to exercise the option) shall have none of the rights of a shareholder  of
the Company with respect to the shares  subject to the option until the issuance
of a stock  certificate  to such  person for such  shares.  Except as  otherwise
provided in Section 9, no adjustment shall be made for dividends,  distributions
or other  rights  (whether  ordinary  or  extraordinary,  and  whether  in cash,
securities  or other  property)  for which the record  date is prior to the date
such stock certificate is issued.

8.      Termination of Directorship; Change of Control
        ----------------------------------------------

               (a) If an optionee's  membership on the Board  terminates for any
reason other than death, the optionee may exercise any outstanding option to the
extent that the optionee was entitled to exercise it on the date of termination.
Exercise  must occur  within  six  months  after  termination,  except  that the
six-month  period shall be increased to one year if the termination is by reason
of disability, but in no event after the expiration date of the option.


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<PAGE>

               (b) If an optionee dies while serving on the Board, or during the
period in which an option  is  exercisable  pursuant  to  paragraph  (a) of this
Section 8, any  outstanding  option shall be  exercisable to the extent that the
optionee was entitled to exercise it on the date of death.  Exercise  must occur
by the earlier of the first  anniversary of death or the expiration  date of the
option.  Such  exercise  shall  be  made  only  by the  optionee's  executor  or
administrator,  unless the optionee's will specifically  disposes of the option,
in which case  exercise  shall be made only by the  recipient  of such  specific
disposition.  If an  optionee's  personal  representative  or the recipient of a
specific disposition under the optionee's will shall be entitled to exercise any
award pursuant to the preceding sentence, such representative or recipient shall
be  bound  by all the  terms  and  conditions  of the  Plan  and the  applicable
agreement  which  would  have  applied  to  the  optionee   including,   without
limitation, the provisions of Section 11 hereof.

               (c) Upon  expiration  of the  applicable  six-month  or  one-year
period  described  in paragraph  (a) or (b) of this  Section 8, any  unexercised
option shall be null and void.

               (d) Upon the  happening  of a change in control  (as  hereinafter
defined)  notwithstanding  any other  provision of this Plan, any option granted
under Section 5(c) then  outstanding  shall become fully vested and  immediately
exercisable  (i) upon the  termination of the Eligible  Director's  status as an
Eligible  Director  as a result of the  removal  of such  person  from the Board
(other than for cause) by  shareholder  action within one year of such change in
control  or (ii) in the  case of any  liquidation,  sale,  disposition  or other
transaction  described in clause (D) of the next sentence,  immediately upon the
consummation of such  liquidation,  sale,  disposition or other  transaction.  A
"change in control"  shall have occurred if: (A) any  "person",  as such term is
used in Sections  13(d) and 14(d) of the  Securities  Exchange  Act of 1934,  as
amended (the "1934 Act") (other than (i) the  shareholders  of the Company as of
the effective date of the Plan (the "Current Shareholders", such term to include
their heirs or estates, or trusts or other entities the primary beneficiaries of
which are the  Current  Shareholders  or persons  designated  by them,  (ii) the
Company or any subsidiary of the Company,  (iii) any trustee or other  fiduciary
holding  securities  under  an  employee  benefit  plan  of the  Company  or any
subsidiary of the Company, or (iv) any company owned, directly or indirectly, by
the shareholders of the Company in  substantially  the same proportions as their
ownership of stock of the  Company),  is or becomes the  "beneficial  owner" (as
defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of securities
of the Company  representing  more than 50% of the combined  voting power of the
Company's then outstanding  securities  without the prior written consent of the
Board;  or (B)  during  any  period  of  twenty-four  (24)  consecutive  months,
individuals  who at the effective date of the Plan  constitute the Board and any
new  director  whose  election by the Board or  nomination  for  election by the
Company  shareholders  was  approved  by a vote of at  least a  majority  of the
directors then still in office who either were directors at the beginning of the
period or whose  election or nomination for election was previously so approved,
cease for any  reason to  constitute  at least a  majority  thereof;  or (C) the
shareholders  of the Company  approve a merger or  consolidation  of the Company
with any other company  (other than a  wholly-owned  subsidiary of the Company),


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<PAGE>

other  than (i) a merger or  consolidation  which  would  result  in the  voting
securities of the Company  outstanding  immediately prior thereto  continuing to
represent  (either by remaining  outstanding  or by being  converted into voting
securities of the surviving  entity) 50% or more of the combined voting power of
voting   securities  of  the  Company  or  such  surviving  entity   outstanding
immediately after such merger or consolidation or (ii) a merger or consolidation
effected to implement a recapitalization of the Company (or similar transaction)
in which no "person" (as defined in clause (A) above with the  exceptions  noted
in said clause (A)) acquires  more than 50% of the combined  voting power of the
Company's then  outstanding  securities;  or (D) the shareholders of the Company
approve a plan of complete  liquidation  of the Company or an agreement  for the
sale or disposition by the Company of all or substantially  all of the Company's
assets (or any transaction having a similar effect).

               (e) In the event of a merger or  consolidation  ("merger") of the
Company with or into any other corporation or entity ("successor  corporation"),
outstanding  awards  granted  under this Plan shall be assumed or an  equivalent
option or right shall be substituted  by such successor  corporation or a parent
or subsidiary of such successor corporation.  For the purposes of this paragraph
(e), an award shall be  considered  assumed if, for every share of Common  Stock
subject  thereto  immediately  prior to the  merger,  the grantee has the right,
following  the  merger,  to acquire  the  consideration  received  in the merger
transaction  by holders of shares of Common Stock (and if holders were offered a
choice of  consideration,  the type of consideration  chosen by the holders of a
majority  of  the  outstanding  shares);   provided,   however,   that  if  such
consideration  received  in the  merger  was  not  solely  common  stock  of the
successor  corporation  or its  parent,  the Board may,  with the consent of the
successor  corporation and the participant,  provide for the consideration to be
acquired  pursuant to the award, for each share of Common Stock subject thereto,
to be solely  common stock of the successor  corporation  or its parent equal in
fair market value to the per share  consideration  received by holders of Common
Stock in the merger.  For purposes  hereof,  the term "merger" shall include any
transaction  in  which  another  corporation  acquires  all  of the  issued  and
outstanding Common Stock of the Company.

9.      Change in Capitalization
        ------------------------

               In the  event of any  change in the  Common  Stock by reason of a
stock  split,   reverse   stock   split,   stock   dividend,   recapitalization,
reclassification,  merger,  consolidation,  split-up,  combination,  exchange of
shares or the like, the Board shall appropriately  adjust the number and kind of
shares  authorized  for issuance under the Plan, the number of shares subject to
each option then  outstanding  or  subsequently  granted  under the Plan and the
exercise  price of each such option.  The Board's  determination  as to what, if
any,  adjustments  shall be made shall be final,  binding and  conclusive on the
Company and on all Eligible Directors who receive option grants under the Plan.



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<PAGE>

10.     Amendment of the Plan
        ---------------------

               (a) The Board may from time to time suspend, discontinue,  revise
or amend the Plan in any respect  whatsoever;  provided,  however,  that no such
amendment shall impair any material rights or increase any material  obligations
under any option  theretofore  granted under the Plan without the consent of the
optionee  (or,  after the  optionee's  death,  the  person  having  the right to
exercise the  option).  For purposes of this Section 10, any action of the Board
that alters or affects the tax  treatment of any option shall not be  considered
to materially impair any rights of any optionee.

               (b)  Shareholder  approval  shall be required with respect to any
amendment  if the failure to obtain such  approval  would  adversely  affect the
compliance  of the Plan with the  requirements  of any  applicable  law, rule or
regulation.

11.     Restrictions
        ------------

               (a) If the Board shall at any time determine that any Consent (as
hereinafter  defined)  is  necessary  or  desirable  as a  condition  of,  or in
connection  with,  the  granting of any option  under the Plan,  the issuance or
purchase of shares or other rights thereunder, or the taking of any other action
thereunder (each such action being hereinafter  referred to as a "Plan Action"),
then such Plan Action shall not be taken, in whole or in part,  unless and until
such Consent  shall have been effected or obtained to the full  satisfaction  of
the Board.

               (b) The term  "Consent"  as used herein with  respect to any Plan
Action  means  (i) any and all  listings,  registrations  or  qualifications  in
respect  thereof upon any  securities  exchange or under any  federal,  state or
local  law,  rule  or  regulation,  (ii)  any  and all  written  agreements  and
representations  by the optionee with respect to the  disposition of shares,  or
with  respect  to any other  matter,  which the Board  shall deem  necessary  or
desirable  to  comply  with  the  terms  of any such  listing,  registration  or
qualification  or to  obtain an  exemption  from the  requirement  that any such
listing,  qualification  or registration be made and (iii) any and all consents,
clearances  and  approvals  in respect of a Plan Action by any  governmental  or
other regulatory bodies.

12.     Nonassignability
        ----------------

               No award or right  granted to any person  under the Plan shall be
assignable  or  transferable  other than by will or by the laws of  descent  and
distribution,  and all such awards and rights  shall be  exercisable  during the
life of the grantee only by the grantee or the grantee's legal representative.

13.     No Right to Re-election
        -----------------------

               Nothing in the Plan shall be deemed to create any  obligation  on
the part of the Board to  nominate  any of its members  for  re-election  by the
Company's  shareholders,  nor confer  upon any  Eligible  Director  the right to
remain a member of the Board for any period of time or at any particular rate of
compensation.



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<PAGE>

14.     No Limitation on Corporate Actions
        ----------------------------------

               This Plan  shall not  affect in any way the right or power of the
Company  or its  shareholders  to  make  or  authorize  any or all  adjustments,
recapitalizations,  reorganizations  or other changes in the  Company's  capital
structure or its business, or any merger or consolidation of the Company, or any
issue of stock or of options,  warrants or rights to purchase stock or of bonds,
debentures, preferred or prior preference stocks whose rights are superior to or
affect the Common Stock or the rights thereof or which are  convertible  into or
exchangeable for Common Stock, or the dissolution or liquidation of the Company,
or any sale or  transfer  of all or any part of its assets or  business,  or any
other corporate act or proceeding, whether of a similar character or otherwise.

15.     Section Headings
        ----------------

               The  section  headings  contained  herein are for the  purpose of
convenience  only and are not  intended  to define or limit the  contents of the
sections.

16.     Effective Date and Term of Plan
        -------------------------------

               The Plan was  adopted  by the Board on May 28,  1998,  subject to
approval by the Company's  shareholders.  Unless sooner terminated by the Board,
the Plan  shall  terminate  on the date when no more  shares are  available  for
transfer  under the  Plan.  Options  outstanding  upon  Plan  termination  shall
continue in effect in accordance with their terms.

17.     Governing Law
        -------------

               All rights and obligations  under the Plan shall be construed and
interpreted in accordance with the laws of the State of Delaware, without giving
effect to principles of conflict of laws.




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