Exhibit
10.1
EXECUTION COPY

Genta Incorporated
Two Connell
Drive Berkeley Heights, NJ 07922

Dated as of March
28,  2006

Loretta M.  Itri,  M.D.
6
Kimble Circle
Westfield, NJ 07090

Dear Dr.
Itri:

We are pleased that you are willing to continue to serve as
President, Pharmaceutical Development of Genta Incorporated, a Delaware
corporation (together with its successors and assigns, the
‘‘Company’’). Accordingly, we would like to
offer you continued employment on the terms set forth in this letter
agreement (this ‘‘Agreement’’), which upon
countersignature by you shall become a binding agreement between you
and the Company (each, a ‘‘Party’’).

		
	1. 	Employment; Duties.


(a)    As of
March  28,  2006 (the ‘‘Effective
Date’’), the Company hereby engages and employs you, and
you hereby accept engagement and employment, as President,
Pharmaceutical Development for the duration of the
‘‘Term’’ (as defined in Section 2
below).

(b)    As President, Pharmaceutical Development, of
the Company, you shall have such authorities, and perform such duties,
as are currently and/or customarily associated with your position. In
this job, you will report to the Chief Executive Officer of the
Company. You shall perform your duties hereunder at such places as
shall be necessary according to the needs, business or opportunities of
the Company, and you acknowledge and agree that the performance of your
duties hereunder may require significant domestic and international
travel by you.

(c)    During the Term, you shall devote
substantially all of your business time and efforts to the proper
discharge of your duties and responsibilities under this Agreement. You
shall not during the Term engage in any other business activities,
whether or not pursued for gain or profit, which will interfere with
your ability to perform any of the functions, powers or duties required
under this Agreement. In addition, you shall at all times during the
Term use your best reasonable efforts to adhere to all Company policies
and procedures as described in the Genta Employee Handbook.


2.    Term.    Your employment
hereunder shall be for a term of three years commencing as of the
Effective Date and continuing through March  27,  2009 (the
‘‘Term’’); provided however, that the Term
shall thereafter be automatically and indefinitely be extended for
additional one-year periods, unless, at least six months prior to the
then-scheduled expiration date, written notice is given by either Party
to the other Party that an extension is not desired. Notwithstanding
the foregoing, the Term may be earlier terminated in strict accordance
with the provisions of Section 9.

		
	3. 	Compensation
and Benefits.


(a)    As cash compensation for the
performance of your duties on behalf of the Company during the Term,
you shall receive the following:

			
		(i) 	A base
salary of a minimum of $445,200 per annum (the ‘‘Base
Salary’’), payable in accordance with the
Company’s standard payroll practice, and reviewed annually for
discretionary increase in a manner similar to other senior executives
of the Company.


			
		(ii) 	A cash bonus (a
‘‘Bonus’’) with respect to each calendar
year that ends during the Term, ranging from 0% to 50% of
your Base Salary, with a Bonus (‘‘Target
Bonus’’) of 30% of your Base Salary to be paid if
mutually agreed-upon goals and objectives are achieved for the year,
any Bonus to be paid no later than the earlier of (x) the date that
other senior executives of the Company receive their annual bonuses for
such year and (y) March  15 of the year following such year.


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The Company shall withhold all applicable
federal, state and local taxes, social security and workers’
compensation contributions and such other amounts as may be required by
law or agreed upon by the Parties with respect to compensation payable
to you pursuant to this Agreement.

(b)    As of the date you
execute this Agreement, the Company shall grant you an option to
acquire 500,000 shares of its Common Stock (the
‘‘Option’’) pursuant to the
Company’s 1998 Stock Incentive Plan, as amended through the date
of the grant of the Option (the ‘‘1998
Plan’’), at an exercise price per share equal to the Fair
Market Value of a share of such Common Stock on such date, and
otherwise on the terms and conditions set forth in the Stock Option
Agreement that is attached hereto as Exhibit A, which Stock Option
Agreement shall be fully executed by the Parties promptly upon full
execution of this Agreement. For purposes of this Agreement,
‘‘Fair Market Value’’ shall
be determined as provided in the 1998 Plan.

(c)    The Company agrees to reimburse you for reasonable and
necessary travel, business entertainment, and other business expenses
incurred by you in connection with the performance of your duties under
this Agreement. Such reimbursements shall be made by the Company on a
timely basis upon submission by you of appropriate documentation in
accordance with the Company’s standard procedures.

(d)    You shall be entitled during the Term to four weeks per
annum vacation time. You may ‘‘carry over’’
up to two weeks of unused vacation time from year to year;
provided, however, that the maximum vacation accrual
allowed at any one time shall not exceed six weeks.

(e)    During the Term, you shall be entitled to participate in
any and all medical insurance, dental insurance, group health,
disability insurance, life insurance, retirement, pension, savings,
income deferral, fringe benefit, and other benefit and perquisite
plans, programs and arrangements that are made available to senior
executives of the Company generally, in each case on terms and
conditions no less favorable to you than those applying to other senior
executives of the Company generally. For avoidance of doubt, the
Company, in its sole discretion, may at any time amend or terminate any
such plan, program or arrangement.

(f)    During the Term
only and subject to underwriting approval, you will be entitled to
receive the following life insurance and disability benefits in
addition to those provided under Section
3(e):

			
		(i) 	The Company will pay the premiums on an
ordinary term life insurance policy in a face amount of three (3) times
your Base Salary, with the death benefit payable to such beneficiaries
as you shall name.


			
		(ii) 	The Company will pay the
premiums, up to a maximum of $5,000 per year, on an individual Long
Term Disability policy.


(g)    In addition, you will be
eligible for stock option grants consistent with the stock option
guidelines applicable to the Company’s other senior executives.
Such grants will be issued as ISOs to the extent allowable by the Code,
as defined in 3(j) below.

(h)    A directors' and
officers' liability insurance policy (or policies) shall be kept
in place, during the Term and for six years thereafter, providing
coverage that is no less favorable to you in any respect (including,
without limitation, with respect to scope, exclusions, amounts and
deductibles) than the coverage then being provided to any other present
or former officer or director of the Company.

(i)    If you
are made a party or are threatened to be made a party to any Proceeding
that arises out of or relates to your service hereunder, then you shall
promptly be indemnified and held harmless to the fullest extent
permitted or authorized by the Company’s corporate charter,
including the right to be paid by the Company for any expenses incurred
in defending any such Proceeding in advance of its final disposition,
pursuant to the terms of Article VIII of the Company’s corporate
charter. For purposes of this Agreement, the following terms shall have
the following meanings: ‘‘Affiliate’’ of a
Person shall mean any Person that directly or indirectly controls, is
controlled by, or is under common control with, such Person;
‘‘Claim’’ shall mean any claim, demand,
request, investigation, dispute, controversy, threat, discovery
request, or request for testimony or information;
‘‘Company Arrangement’’ shall mean any
plan, program, award, corporate governance document, agreement


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(including, without limitation, this
Agreement) or arrangement of the Company or any of its Affiliates;
‘‘Person’’ shall mean any individual,
corporation, partnership, limited liability company, joint venture,
trust, estate, board, committee, agency, body, employee benefit plan,
or other person or entity; and
‘‘Proceeding’’ shall mean any threatened or
actual action, suit or proceeding, whether civil, criminal,
administrative, investigative, appellate, formal, informal or
other.

(j)    If the aggregate of all amounts and
benefits due to you, under this Agreement or any other Company
Arrangement, or in connection with your employment with the Company or
the termination thereof, which, if received by you in full, would
constitute ‘‘parachute payments’’ as such
term is defined in and under Section 280G of the Code (collectively,
‘‘Change in Control Benefits’’), reduced by
all Federal, state and local taxes applicable thereto, including the
excise tax imposed pursuant to Section 4999 of the Code, is less than
the amount you would receive, after taxes, if you received aggregate
Change in Control Benefits equal to only three times your
‘‘base amount’’, as defined in and
determined under Section 280G of the Code, less $1.00, then such cash
Change in Control Benefits as you shall select shall be reduced or
eliminated to the extent necessary so that the Change in Control
Benefits received by you will not constitute parachute payments
(provided that reduction in such cash Change in Control Benefits can
achieve this objective). The determinations with respect to this
Section 3(j) shall be made by an independent auditor (the
‘‘Auditor’’) paid by the Company. The
Auditor shall be the Company’s regular independent auditor
unless you reasonably object to the use of that firm, in which event
the Auditor shall be a nationally-recognized United States public
accounting firm chosen by the Company and approved by you (which
approval shall not be unreasonably withheld or delayed). For purposes
of this Agreement, the term ‘‘Code’’ shall
mean the Internal Revenue Code of 1986, as amended, and any reference
to a particular section of the Code shall include any provision that
modifies, replaces or supersedes such section.

(k)    It is
possible that after the determinations and selections made pursuant to
Section 3(j) you will receive Change in Control Benefits that are, in
the aggregate, either more or less than the limitations provided in
Section 3(j) (hereafter referred to as an ‘‘Excess
Payment’’ or
‘‘Underpayment’’,
respectively). If it is established, pursuant to a final determination
of a court or an Internal Revenue Service proceeding that has been
finally and conclusively resolved, that an Excess Payment has been
made, then you shall refund the Excess Payment to the Company promptly
on demand, together with an additional payment in an amount equal to
the product obtained by multiplying the Excess Payment
times the applicable annual federal rate (as determined in and
under Section 1274(d) of the Code) times a fraction whose
numerator is the number of days elapsed from the date of your receipt
of such Excess Payment through the date of such refund and whose
denominator is 365. In the event that it is determined (x) by a court
of competent jurisdiction, or (y) by the Auditor upon request by you or
the Company, that an Underpayment has occurred, the Company shall pay
an amount equal to the Underpayment to you within 10 days of such
determination together with an additional payment in an amount equal to
the product obtained by multiplying the Underpayment
times the applicable annual federal rate (as determined in and
under Section 1274(d) of the Code) times a fraction whose
numerator is the number of days elapsed from the date of the
Underpayment through the date of such payment and whose denominator is
365.

		
	4. 	Representations and
Warranties.


(a)    You hereby represent and warrant to
the Company as follows:

			
		(i) 	Neither the
execution and delivery of this Agreement nor the performance by you of
your duties and other obligations under it violates any statute, law,
regulation, order, judgment or decree, or conflicts with or constitutes
a default under (whether immediately, upon the giving of notice or
lapse of time, or both) any prior employment agreement, contract, or
other instrument to which you are a party or by which you are
bound.


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		(ii) 	You have the full
right, power and legal capacity to execute and deliver this Agreement
and to perform your duties and other obligations hereunder. This
Agreement constitutes your legal, valid and binding obligation,
enforceable against you in accordance with its terms. No approvals or
consents of any persons or entities are required for you to execute and
deliver this Agreement or perform your duties and other obligations
hereunder.


(b)    The Company hereby represents and warrants
to you as follows:

			
		(i) 	It is fully authorized by
action of any Person whose action is required to enter into this
Agreement and to perform its obligations under it.


			
		(ii) 	The execution, delivery and performance of this
Agreement by it does not violate any applicable law, regulation, order,
judgment or decree or any other Company Arrangement to which it is a
party or by which it is bound.


			
		(iii) 	Upon the
execution and delivery of this Agreement by the Parties, this Agreement
shall be a valid and binding obligation of the Company, enforceable
against it in accordance with its terms.


		
	5. 	Non-competition and
Non-solicitation.


(a)    You understand and recognize
that your services to the Company are special and unique and you agree
that, during the Term and, except as provided below, for two years
thereafter, you shall not other than in connection with performing
services for the Company (or any of its Affiliates) or with the prior
written consent of a representative of the Company specifically
authorized by the Chief Executive Officer to give such consent,
directly or indirectly, on behalf of yourself or any Person enter into
or engage in any business that competes, or is actively planning to
compete, directly and materially with the Company with respect to any
technology or service of, or any product manufactured or distributed
by, the Company or in which the Company has intellectual property
rights (except as provided below, a ‘‘Conflicting
Field’’), either as an individual for your own account,
or as a partner, joint venturer, executive, agent, consultant,
salesperson, officer, director or shareholder of such Person
(‘‘Competitor’’); provided,
however, that (i) following any termination of your employment
hereunder, ‘‘Conflicting Field’’ shall
refer only to the field of using antisense technology as therapy for
cancer as its primary business; (ii) subject to the provisions of
Section 1(c) above, nothing in this Agreement shall preclude you from
accepting employment with, or providing services for, any Person that
competes, or is actively planning to compete, with the Company in a
Conflicting Field so long as (x) you work solely in a subsidiary,
division, or other distinct unit of such Person that carries on a
bona fide business that does not compete, and is not actively
planning to compete with the Company in a Conflicting Field or (y) you
serve as a member of a board of directors (and not as an employee) and
your activities otherwise do not involve competition with the Company
in a Conflicting Field, either directly or indirectly; and (iii)
nothing in this Agreement will preclude you from holding five percent
(5%) or less of the equity interests of any publicly traded
entity, calculated on a fully diluted basis. For purposes of this
Section 5 (other than Section 5(c)), the term
‘‘Company’’ shall be deemed to include,
where appropriate, all direct and indirect subsidiaries of the
Company.

(b)    In further consideration of the payments and
benefits to be provided to you pursuant to this Agreement (including,
without limitation, pursuant to Sections 3 and 10 hereof) you agree
that during the Term and for two years thereafter, but subject to
Sections 5(e) and 5(f) below, you shall not, other than in connection
with performing services for the Company or any of its Affiliates or
with the prior written consent of a representative of the Company
specifically authorized by the Chief Executive Officer of the Company
to give such consent:

			
		(i) 	directly
or indirectly take any action, or attempt to take any action, which is
intended to, or should reasonably be foreseen by you to, induce a
material breach of any material contract or agreement known to you
between the Company and any of its licensors, licensees, clients,
customers, vendors, suppliers, agents, consultants, employees (whether
or not such employees are ‘‘at will’’
employees) or any other Person with whom the Company has an agreement
(each, a ‘‘Covered
Party’’);


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		(ii) 	directly
or indirectly solicit or attempt to solicit any Covered Party to
terminate his, her or its relationship with the Company in breach of
any material contract or agreement with the Company known to
you;


			
		(iii) 	directly or indirectly
solicit or attempt to solicit any individual known by you to be an
employee or consultant of the Company to instead become an employee,
agent, consultant, representative or advisor of any other Person;
or


			
		(iv) 	directly or indirectly
persuade, or seek to persuade, any customer of or supplier to the
Company to cease to do business with the Company, or to reduce the
amount of business which such customer or supplier has done or
contemplates doing with the Company, whether or not the relationship
between the Company and such customer or supplier was originally
established in whole or in part through your efforts.


(c)    During the Term and for two years thereafter you agree
that (i) upon becoming employed by a Competitor, or by a subsidiary,
division or other business unit of a Competitor, you will promptly
provide notice to the Company of such employment; and (ii) upon the
earlier of your (x) negotiating with any Competitor concerning the
possible employment of you by such Competitor, (y) receiving an offer
of employment from any Competitor, and (z) becoming employed by any
Competitor, you will promptly provide copies of Sections 5, 6, 7 and 8
of this Agreement to such Competitor. You further agree that the
Company may, during such period, provide notice to any Competitor by
which you have become employed, or with which you are negotiating to
become employed, of your obligations under this Agreement, including
without limitation your obligations under Sections 5, 6 and 7
hereof.

(d)    You understand that the provisions of this
Section 5 may limit your ability to earn a livelihood in a business
similar to the business of the Company but nevertheless agree and
hereby acknowledge that the consideration provided under this
Agreement, including any compensation or benefits provided under
Sections 3 and 10 hereof, is sufficient to justify the restrictions
contained in this Section 5. In consideration thereof and in light of
your education, skills and abilities, you agree that you will not
assert in any forum that such provisions prevent you from earning a
living or otherwise are void or unenforceable or should be held void or
unenforceable.

(e)    Nothing in Section 5(b) above shall
preclude any Person with whom you become associated from accepting
offers from individuals employed by the Company to be employed by such
Person; provided that such offers were not solicited, or
otherwise encouraged by you, either directly or
indirectly.

(f)    The provisions of this Section 5 shall be
null and void in the event that, after the Term, the Company or any of
its Affiliates materially breaches any of their material obligations to
you, under Section 10 or otherwise, which breach is not fully cured on
fifteen days’ notice from you to the Company requesting
cure.

		
	6. 	Ownership of Proprietary
Information.


(a)    You confirm and agree that all
proprietary information relating to the Company’s business that
has been created by, discovered by, developed by, learned by, or made
known to, the Company, or assigned, licensed or otherwise conveyed to
the Company from the beginning of time through the end of the Term
(including, without limitation, proprietary information relating to the
Company’s business created by, discovered by, developed by,
learned by, reduced to practice by or made known to the Company, or to
you, either alone or jointly with others, during your employment with
the Company, and proprietary information relating to the
Company’s customers, clients, suppliers, vendors, consultants,
licensors and licensees) has been, is and shall be the sole property of
the Company, and the Company has been, is and shall be the sole owner
of all proprietary designs, ideas, patents, patent applications,
copyrights, copyright applications and other rights in connection with
such proprietary information, including but not limited to the right to
make application for statutory protection of any kind with respect to
such proprietary information, in any country. All of the aforementioned
information is hereinafter called ‘‘Proprietary
Information’’ (and shall be deemed Proprietary
Information regardless of whether or not the Proprietary Information is
patentable or copyrightable) 

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except to the extent otherwise provided in
Section 6(b) below. By way of illustration, but not limitation,
Proprietary Information includes, to the extent proprietary to the
Company and except to the extent otherwise provided in Section 6(b)
below, trade secrets, processes, discoveries, structures, works of
authorship, copyrightable works, trademarks, copyrights, formulas,
data, data structures, know-how, show-how, improvements, information
relating to products (both current and under development), services and
technologies, product concepts, specifications, techniques, information
or statistics contained in, or relating to, promotion or marketing
plans and programs, strategies, forecasts, blueprints, sketches,
records, notes, devices, drawings, customer lists, patent applications
of any kind, trademark applications and information about the
Company’s employees and/or consultants (including, without
limitation, the compensation, job responsibility and job performance of
such employees and/or consultants) and confidential business
information of the Company or any of its clients, consultants,
suppliers, customers, vendors, licensors, licensees and other third
parties. For purposes of this Section 6(a), and of Sections 6(b), 6(c)
and 6(d) below, the term ‘‘Company’’ shall
be deemed to include, as appropriate, all of the Company’s
Affiliates.

(b)    Notwithstanding the foregoing,
Proprietary Information shall not include: (i) information in the
public domain not as a result of any breach of this Agreement or of any
duty owed by you to the Company or any other Person; (ii) information
lawfully in your possession prior to the commencement of your
employment with the Company and not disclosed to you by the Company or
(iii) information disclosed to you without restriction by a third party
who had the right to disclose such information to
you.

(c)    You agree that the results of all work and tasks
performed by you, and all copyrightable works created by you, for or on
behalf of the Company (‘‘Works’’) are owned
by the Company and, to the extent permitted by law, shall be
‘‘works made for hire’’ as that term is
defined in the United States Copyright Act (17 U.S.C. Section 101). The
Company shall therefore be deemed to be the sole author and owner of
any and all right, title and interest in any Works including without
limitation, all intellectual property rights therein. You hereby assign
to the Company all right, title and interest you may have or acquire in
any Works.

(d)    You agree to transfer and assign, and do
hereby transfer and assign, to the Company all of your right, title and
interest in and to all inventions (including, but not limited to, new
contributions, concepts, ideas, developments, discoveries, processes,
procedures, formulas, methods, compositions, techniques, articles,
machines, and improvements), writings (including, but not limited to,
computer programs, manuals, reports, databases and other information),
and all related know-how (collectively referred to as
‘‘Inventions’’), whether or not patentable,
copyrightable or protectable as trade secrets, conceived, developed or
made by you, alone or with others, during the Term which: (i) relate to
the actual or anticipated business, research or development of the
Company; (ii) are conceived, developed, or made using equipment,
supplies, facilities, or Proprietary Information of the Company; or
(iii) result from work performed by you for the Company.

(e)    It is understood that no patent, copyright, trademark or
other proprietary right or license is granted to you under this
Agreement. Any disclosure of Proprietary Information and any materials
which may accompany any such disclosure in the course of your
employment under this Agreement shall not result in the grant to you of
any proprietary rights, express or implied, of any kind as against the
Company.

(f)    During the Term and thereafter, you agree
that you will, upon reasonable request by the Company, promptly
disclose to the Company, or any Person reasonably designated by the
Company, all Proprietary Information and Works that you know or possess
and that have been developed, created, made, conceived, reduced to
practice or learned by the Company, any Affiliate of the Company, or
you, either alone or jointly with others, during the Term and are not
otherwise known to the Company’s officers and directors.

(g)    Any assignment of copyright under this Agreement includes
all rights of paternity, integrity, disclosure and withdrawal and other
rights relating thereto that may be known as or referred to as
‘‘moral rights’’ (collectively,
‘‘Moral Rights’’). To the extent such Moral
Rights cannot be assigned under applicable law and to the extent the
following is allowed by the laws in the various countries 

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where such Moral Rights exist, you hereby
waive such Moral Rights and consent to any action of the Company that
would violate such Moral Rights in the absence of such consent. You
agree to confirm any such waivers and consents from time to time as
requested by the Company.

(h)    You further agree to assist
the Company upon reasonable request by the Company and both during and
after the Term (but at the Company’s sole expense), to obtain,
confirm and from time to time enforce patents, copyrights or other
rights relating thereto for Works in any and all countries, and to that
end you will, upon reasonable request by the Company, execute any
documents reasonably necessary: (i) to apply for, obtain and vest in
the name of the Company alone (unless the Company otherwise directs)
letters patent, copyrights or other analogous protection with respect
to Works in any country throughout the world and when so obtained or
vested to renew and restore the same on behalf of the Company; and (ii)
to defend any opposition proceedings in respect of such applications
and any opposition proceedings or petitions or applications for
revocation of such letters patent, copyright or other analogous
protection. If the Company is unable, upon reasonable request and after
reasonable effort, to secure your signature on any document reasonably
needed to apply for, prosecute or enforce any patent, copyright or
other protection for any Work, whether because of your physical or
mental incapacity or for any other reason whatsoever, you hereby
irrevocably designate and appoint the Company and its duly authorized
officers and agents as your agent and attorney-in-fact, to act for and
in your behalf and stead to execute and file any such document and to
do all other lawfully permitted acts to further the prosecution and
enforcement of patents, copyrights or other protections with the same
legal force and effect as if executed by you.

(i)    Your
obligation to assist the Company, upon reasonable request by the
Company, in obtaining and enforcing patents and copyrights for Works in
any and all countries, and in resisting disclosure of Proprietary
Information as provided in Section 7(d) below, and in otherwise
carrying out your obligations under Sections 6 and 7, shall continue
beyond the Term to the extent provided herein, but the Company agrees
to compensate you, on an hourly basis based on an eight hour day at a
daily rate of $1,500, for time actually spent by you after the Term at
the Company’s request on such matters.

		
	7. 	Use
and Disclosure of Proprietary Information.


(a)    You
agree at all times, including after the Term, (x) to keep in strictest
trust and confidence and not to disclose or make accessible to any
other Person other than with the prior written consent of a
representative of the Company specifically authorized by the Chief
Executive Officer or the Board to give such consent, Proprietary
Information of the Company and its Affiliates, and (y) not to use any
such Proprietary Information for yourself or others; provided
that the provisions of this Section 7(a) shall not prohibit or restrict
use or disclosure in connection with the proper discharge of your
services for the Company or any of its Affiliates or as otherwise
provided in this Agreement.

(b)    You further agree not to
disclose or publish at any time, during or after the Term, and in
violation of any obligation of confidence owed by you, information
relating to any of your former employers.

(c)    Upon lawful
written notice by the Company to you either during or after the Term,
you shall promptly deliver to the Company, or, if requested by the
Company, promptly destroy all written Proprietary Information, and any
other written material containing any Proprietary Information (whether
prepared by the Company, you or a third party), that is in physical
(including without limitation electronic) form and that is in your
possession, and will not retain any copies, extracts, summaries or
other reproductions in whole or in part of such written Proprietary
Information or other material; provided that you shall in all
instances be permitted to retain, and use appropriately: (x) your
personal correspondence files, rolodex, and the like and (y) documents
relating to your benefits, entitlements, compensation, tax obligations,
and the like.

(d)    If during the Term or thereafter you are
required by law, or by order, subpoena or comparable process from an
arbitrator, court, agency or other Person, to disclose all or any part
of any Proprietary Information, other than as contemplated elsewhere in
Sections 6 and 7, you will provide the Company with prompt written
notice of such requirement, and of the terms and 

7










circumstances surrounding such requirement, so
that the Company, or, as applicable, one or more of its Affiliates, may
seek an appropriate protective order or waive compliance with the
provisions of this Agreement. In such case, the Parties will consult
with each other on the advisability of pursuing any such order or other
legal action or available steps to resist or narrow such requirement.
If, failing the entry of a protective order or the receipt of a waiver
hereunder, you are, in the opinion of your counsel, legally compelled
to disclose Proprietary Information, you may disclose only that portion
of such information which counsel advises you that you are legally
compelled to disclose. In any event, you will cooperate reasonably with
the Company in obtaining, and will not oppose action by the Company
(or, as applicable, one or more of its Affiliates) to obtain, an
appropriate protective order or other reliable assurance that
confidential treatment will be accorded the disclosure of any
Proprietary Information. All expenses reasonably incurred by you in
complying with Sections 6 and 7 (including, without limitation, fees
and other charges of counsel) will be promptly reimbursed by the
Company.


8.    Enforcement.    You
agree that the remedy at law for any breach or threatened breach by you
of any covenant contained in Sections 5, 6, or 7 of this Agreement
would be inadequate and that such a breach may cause irreparable damage
to the Company. In the event that you breach or threaten to breach any
provisions of Sections 5, 6 or 7, in addition to any other rights which
the Company may have at law or in equity, the Company shall be
entitled, without the posting of a bond or other security, to seek
injunctive relief from any court of competent jurisdiction to enforce
the restrictions contained in such Sections. In the event that an
actual proceeding is brought in equity to enforce any of the provisions
of Sections 5, 6, or 7, you shall not assert as a defense that there is
an adequate remedy at law, nor shall the Company be prevented from
seeking any other remedies that may be available to it (including
without limitation monetary damages). The prevailing party in any
contested request for injunctive relief under this Section 8 shall be
entitled to prompt reimbursement for such party’s reasonable
attorneys’ fees, and for other costs and expenses reasonably
incurred by such party, in connection with such
request.


9.    Termination.    Your
employment hereunder, and the Term, shall terminate upon the first to
occur of the following events:

(a)    Death.   Your
death.

(b)    Disability.   You have been unable,
for a period of one hundred and eighty (180) consecutive days, to
perform your duties under this Agreement, as a result of physical or
mental illness, injury or incapacity (‘‘Becoming Totally
Disabled’’) and the Company shall have communicated to
you, by written notice, the fact of your termination, which termination
shall be effective on the 30th day after receipt of such notice by you,
unless you return to full-time performance of your duties hereunder
prior to such 30th day.

(c)    Termination by the
Company for Cause.   The Company may terminate your employment
for Cause effective immediately upon written notice to you except as
hereinafter provided in subsection 9(c)(ii). For purposes of this
Agreement, the term ‘‘Cause’’ shall mean
any of the following:

			
		(i) 	Any
willful and material breach by you of any of the provisions of Sections
4, 5, 6 or 7 of this Agreement, which breach results in a material
detriment to the Company or any Affiliate
thereto;


			
		(ii) 	Any willful and
material breach by you of Section 1(b) or (c), which breach is not
cured by you within 30 days of written notice thereof from the Company;
provided, however, that your right to such 30 day
cure period shall be conditioned upon your good faith attempt to cure
such breach;


			
		(iii) 	Any action or
omission by you that is intended to harm the Company and that is in bad
faith and likely to cause material harm to the Company;


			
		(iv) 	Any other act or bad faith omission
by you that constitutes willful gross misconduct or willful gross
neglect and that has the effect of materially harming the Company, its
business or reputation;


8









			
		(v) 	The
perpetration of an intentional and knowing fraud against or adversely
affecting the Company or any Covered Party, which fraud causes or is
likely to cause material detriment to the
Company;


			
		(vi) 	The conviction of you
of any felony; or


			
		(vii) 	You engage
in willful gross misconduct that constitutes illegal harassment and/or
discrimination.


(d)    Termination by the Company Without
Cause.   The Company may terminate your employment hereunder at
any time for any reason or no reason by giving you thirty (30)
days’ prior written notice of the
termination.

(e)    Termination by You For Good
Reason.   You may terminate your employment hereunder for
‘‘Good Reason’’ on ten
days’ written notice to the Company following the occurrence of
any of the following without your prior written consent: (i) you are
assigned duties that are inconsistent in any material respect with
Section 1(b) above, or your title, position, authorities, duties or
responsibilities are materially diminished, in each case without full
cure on 30 days’ written notice from you to the Company
requesting cure; provided that the Company becoming a
subsidiary of another entity, or otherwise ceasing to be a
publicly-traded company, shall not in and of itself constitute
circumstances described in this clause (i) unless an assignment or
diminishment described in this clause (i) occurs in connection
therewith; (ii) any failure by the Company to timely comply with its
obligations to you under Section 3 above, or with any other material
obligation to you, that is not fully cured on 30 days’ written
notice from you to the Company requesting cure; (iii) any change in
your reporting structure so that you are required to report, in your
capacity as President, Pharmaceutical Development, to any Person other
than the Chief Executive Officer, if not fully cured on ten
days’ written notice from you to the Company requesting cure;
(iv) any relocation of the Company’s headquarters, or of your
principal place of employment, to a location that is more than 75 miles
from Berkeley Heights, New Jersey; or (v) any failure by the Company to
obtain the assumption in writing of its obligations under this
Agreement by any successor to all or substantially all of its business
or assets within 15 days after any reconstruction, amalgamation,
combination, merger, consolidation, sale, liquidation, dissolution or
similar transaction. In addition, any termination by you, on 30
days’ written notice from you to the Company, of your employment
hereunder during any 30-day period that commences 365 days after the
occurrence of any Change in Control shall be treated as a termination
by you for ‘‘Good Reason’’. For purposes of
this Agreement, ‘‘Change in Control’’ shall
mean ‘‘Change in Control’’ as defined in
the 1998 Plan.

(f)    Termination By You Without Good
Reason.   You may terminate your employment hereunder at any
time, for any reason or no reason, by giving 30 days’ prior
written notice of termination to the Company. No such termination of
your employment hereunder shall be deemed a breach of this
Agreement.

(g)     Expiration of Term.   Your
employment hereunder shall terminate upon expiration of the Term
pursuant to notice of non-extension given by either Party in accordance
with Section 2.


10.    Benefits Upon
Termination of Your Employment Hereunder.    In the event
that your employment hereunder is terminated, you shall be entitled
only to the following compensation and benefits:

(a)    Termination By Reason of Death or Becoming Totally
Disabled; Termination by the Company for Cause; Termination by You
Without Good Reason.   In the event that your employment
hereunder is terminated by reason of your death or your Becoming
Totally Disabled, or by the Company for Cause or by you without Good
Reason, pursuant to Sections 9(a), 9(b), 9(c) or 9(f), the Company
shall promptly pay, or otherwise provide, the following amounts and
benefits to you (or your estate, as the case may
be):

			
		(i) 	Any accrued but unpaid Base
Salary as of the date of termination for services rendered through the
date of termination;


			
		(ii) 	Any accrued
but unpaid expenses required to be reimbursed pursuant to Section
3(c);


9









			
		(iii) 	Any
vacation accrued through the date of
termination;


			
		(iv) 	Any earned but
unpaid Bonus amounts; and


			
		(v) 	Any
other additional amounts or benefits to which you may be entitled
pursuant to the applicable terms of any applicable Company Arrangement,
with all such amounts and benefits to be determined, and paid or
otherwise provided, in accordance with the applicable terms of such
Company Arrangements.


(b)    Termination by the Company
Without Cause or by You for Good Reason.   In the event that
your employment hereunder is terminated by the Company without Cause
pursuant to Section 9(d), or by you for Good Reason pursuant to Section
9(e), the Company shall promptly pay, or otherwise provide, the
following amounts and benefits to
you:

			
		(i) 	The amounts and benefits
described in Section 10(a)(i) through 10(a)(v);
and


			
		(ii) 	Provided that you execute,
and do not revoke, a mutual release, that is in substantially the form
attached hereto as Exhibit
B:    


			
		(A) 	Prompt lump-sum
payment equal to your then current annualized Base Salary;


			
		(B) 	Lump-sum payment of a pro-rata bonus
for the calendar year oftermination, based on actual performance as
determined in good faith by the Company and paid in cash as soon as
reasonably practicable following the calendar year of termination;
and


			
		(C) 	Each of your outstanding
stock options relating to    Company stock shall, to the extent
vesting or exercisability depends solely on your continued employment,
become fully vested, and fully exercisable, as of the date of
termination of your employment with the Company and (for avoidance of
doubt) shall remain exercisable for the period otherwise provided under
the applicable Company Arrangements.


(c)    Expiration
of the Term.   In the event that your employment hereunder
terminates by expiration of the Term pursuant to notice of
non-extension in accordance with Section 2, the Company shall promptly
pay, or otherwise provide, the following payments and benefits to
you:

			
		(i) 	The amounts and benefits
described in Section 10(a)(i) through
10(a)(v);


			
		(ii) 	A pro-rata bonus for
the year of termination, determined and paid as provided in Section
10(b)(ii)(B); and


			
		(iii) 	If the Term
expires pursuant to notice of non-extension from the Company, each of
your outstanding stock options whose vesting or exercisability depends
solely on your continued employment shall become fully vested, and
fully exercisable, as of the date of termination, but only to the
extent that such option was then scheduled to become vested or
exercisable within 90 days following the date of your termination had
your employment hereunder continued; and (for avoidance of doubt) shall
remain exercisable for the period otherwise provided under the
applicable Company Arrangements. For avoidance of doubt, this
sub-section 10(c)(iii) does not apply to the
Option.


(d)    No Mitigation; No Offset.   In the
event of any termination of your employment hereunder, you shall have
no obligation to mitigate the obligations of the Company under this
Agreement or otherwise, and there shall be no offset against amounts or
benefits due to you under this Agreement or otherwise on account of (x)
any claim that the Company or any of its Affiliates may have against
you or (y) any remuneration or other benefit earned or received by you
after such termination. Any amounts due under this Section 10 are
considered to be reasonable by the Company and are not in the nature of
a penalty.

10









(e)    No Other Benefits or
Compensation.   Except as otherwise provided in this Agreement,
you shall have no right to receive any other compensation, or to
participate in any other arrangement or benefit with respect to any
future period after the date of termination.

(f)
    Section 409A Matters.    Notwithstanding anything
in this Agreement or elsewhere to the
contrary:

			
		(i) 	If payment or
provision of any amount or other benefit at the time otherwise
specified in this Agreement or elsewhere would subject such amount or
benefit to additional tax pursuant to Section 409A(a)(1)(B) of the
Code, and if payment or provision thereof at a later date would avoid
any such additional tax, then such payment or benefit shall be
postponed to the earliest date on which such amount or benefit can be
paid or provided without incurring any such additional tax, at which
time it shall be paid or provided with interest for the period of
delay, compounded annually (with interpolation for partial years), at
the prime lending rate as published in The Wall Street Journal and in
effect as of the date the payment or benefit should otherwise have been
provided.


			
		(ii) 	Except for payments
and benefits covered by clause (i), if any payment or benefit permitted
or required under this Agreement, or otherwise, is reasonably
determined by either party to be subject for any reason to a material
risk of additional tax pursuant to Section 409A(a)(1)(B) of the Code,
then the parties shall negotiate on a reasonable and good faith basis
on appropriate provisions to avoid such risk without materially
changing the economic value of this Agreement to either
party.



11.    Notices.    Any notice
or other communication given in connection with this Agreement shall be
in writing and shall be deemed to have been given: when delivered
personally after receipt therefore; one (1) day after being sent by
Federal Express or similar overnight delivery, with receipt
acknowledged; or three (3) days after being mailed by registered or
certified mail, postage prepaid, return receipt obtained, to either
party at the address set forth below, or to such other address as such
party shall give by notice hereunder to the other party.

If to
the Company:

Genta Incorporated
Two Connell
Drive
Berkeley Heights, NJ 07922
Attention: Gregg
Siefert

With a copy to:

Fox Rothschild LLP
PO
Box 5231
Princeton, NJ 08543-5231
Attention: Sally Howe,
Esq.

FAX: (609)896-1469

If to you:

The address of your principal residence as it appears in
the Company’s records, with a copy to you (during the Term) at
your principal office at the Company.

With a copy
to:

Morrison Cohen

909
Third Ave
 New York, New York 10022
Attn: Robert M.
Sedgwick,  Esq
Fax #: 212-735-8708

11










12.    Severability of
Provisions.    If any provision of this Agreement shall be
declared by any court or arbitrator of competent jurisdiction to be
invalid, illegal or incapable of being enforced in whole or in part,
the remaining conditions and provisions or portions thereof shall
nevertheless remain in full force and effect and enforceable to the
extent they are valid, legal and enforceable and no provision shall be
deemed dependent upon any other covenant or provision unless so
expressed herein. If any provision of this Agreement or any part
thereof is held to be invalid or unenforceable because of the scope or
duration of or the area covered by such provision, the Parties agree
that the court making such determination shall reduce the scope,
duration and/or area of such provision (and substitute appropriate
provisions for any such invalid or unenforceable provisions) in order
to make such provision enforceable to the fullest extent permitted by
law and/or shall delete specific words and phrases, and such modified
provision shall then be enforceable and shall be enforced. The Parties
recognize that if, in any Proceeding, a court shall refuse to enforce
any of the separate covenants contained in this Agreement, then that
invalid or unenforceable covenant contained in this Agreement shall be
deemed eliminated from these provisions to the extent necessary to
permit the remaining separate covenants to be enforced. In the event
that any court or arbitrator determines that the time period or the
area, or both are unreasonable and that any of the covenants is to that
extent invalid or unenforceable, the Parties agree that such covenants
will remain in full force and effect, first, for the greatest time
period, and second, in the greatest geographical area that would not
render them unenforceable.


13.    Entire
Agreement; Modification; Inconsistencies;
Assignment


(a)    This Agreement contains the entire
understanding and agreement between the Parties concerning the specific
subject matter hereof and supersedes in its entirety, as of the
Effective Date, any prior employment agreement between the Parties;
provided, however, that nothing herein shall limit or reduce
any right or benefit that shall have accrued to you as of the Effective
Date, or any right under any prior employment agreement, or otherwise,
on account of events occurring prior to the Effective Date, or any
right under either: (i) Section 3(b) of the August  5,
2003 employment agreement; or (ii) Sections 3(b) and 3(c) of the
March  27,  2001 employment agreement between the Parties
(with the reference to the ‘‘Term’’ in such
Section 3(c) being deemed to include the Term as defined in this
Agreement).

(b)    No provision in this Agreement may be
amended unless such amendment is set forth in a writing that expressly
refers to the provision of this Agreement that is being amended and
that is signed by you and by an authorized representative of the
Company. The failure of either part to insist upon the strict
performance of any terms, conditions and provisions of this Agreement
shall not be construed as a waiver or relinquishment of future
compliance therewith, and said terms, conditions and provisions shall
remain in full force and effect. No waiver by any Person of any breach
of any condition or provision contained in this Agreement shall be
deemed a waiver of any similar or dissimilar condition or provision at
the same or any prior or subsequent time. To be effective, any waiver
must be set forth in a writing signed by the waiving Person and must
specifically refer to the condition(s) or provision(s) of this
Agreement being waived. In the event of any inconsistency between any
provision of this Agreement and any provision of any other Company
Arrangement, the provisions of this Agreement shall control unless you
otherwise agree in a writing that expressly refers to the provision of
this Agreement whose control you are waiving.

(c)  The rights, liabilities, duties and obligations
of the Company under this Agreement may not be assigned or transferred
by the Company except that such rights and obligations may be
assigned or transferred pursuant to (i) a merger, consolidation or
other combination in which the Company is not the continuing entity; or
(ii) a sale or liquidation of all or substantially all of the business
and assets of the Company; provided that the assignee or
transferee is the successor to all or substantially all of the business
and assets of the Company and such assignee or transferee expressly
assumes in writing the rights, liabilities, duties and obligations of
the Company as set forth in this
Agreement. 

(d)    None of your rights or obligations
under this Agreement may be assigned or transferred by you other than
your rights to compensation and benefits, which may be transferred only
by will or by operation of law, except that you shall be entitled, to
the extent permitted under applicable law, to 

12










select and change a beneficiary or
beneficiaries to receive any compensation or benefit hereunder
following your death by giving written notice thereof to the Company.
In the event of your death or a judicial determination of your
incompetence, references in this Agreement to you shall be deemed,
where appropriate, to refer to your beneficiary, estate or other legal
representative.


14.    Binding
Effect.    The rights, benefits, duties and obligations
under this Agreement shall inure to, and be binding upon, the Company
and its successors and assigns, and upon you and your legal
representatives. This Agreement constitutes a personal service
agreement, and the performance of your obligations hereunder may not be
transferred or assigned by
you.


15.    Governing Law.    This
Agreement shall be governed, construed, performed and enforced in
accordance with its express terms, and otherwise in accordance with the
laws of the State of New Jersey without regard to principles of
conflict of law.


16.    Survivability.    The provisions
of this Agreement which by their terms call for performance subsequent
to termination of your employment hereunder shall so survive such
termination.


17.
    Headings.    The headings of Sections and
subsections of this Agreement are inserted for convenience and shall
not affect any interpretation of this Agreement. Signatures delivered
by facsimile shall be effective for all purposes.

Signature Page
Follows

13









If this letter agreement meets
with your approval and you desire to accept this offer of employment on
the terms and conditions set forth herein, please execute the enclosed
copy of this letter and return it to me as soon as
possible.

                   Sincerely,



		GENTA
INCORPORATED





		By:    ____________________





		Daniel
Von Hoff, M.D.
 Chairman of the Compensation
 Committee of the
Board





		Date:                     ,
2006




AGREED AND
ACCEPTED

	
		
	


Loretta M.
Itri,  M.D.

Date:
                    ,
2006

14















EXHIBIT
A

FORM OF STOCK OPTION AGREEMENT









Exhibit A

GENTA
INCORPORATED

1998 STOCK INCENTIVE PLAN


FORM OF
INCENTIVE STOCK OPTION AGREEMENT


The
Compensation Committee of Genta Incorporated
(‘‘Genta’’) has determined to grant you an
option (the ‘‘Option’’) to purchase shares
of the common stock of Genta under the Genta Incorporated 1998 Stock
Incentive Plan (the ‘‘Plan’’). The terms of
the grant are set forth in the Incentive Stock Option Agreement
provided to you (the ‘‘Agreement’’). The
following provides a summary of the key terms of the Agreement;
however, you should read the entire Agreement, along with the terms of
the Plan, to fully understand the Agreement.


Summary
of Incentive Stock Option
Agreement


			
	Optionee:		Loretta
Itri
			


			
	Date of Grant:		07/27/06
			


			
	Total
Number of Shares Granted:		500,000
Shares
			


			
	Exercise Price Per
Share:		$1.5900
			


			
	Vesting Schedule:		A
total of 200,000 of the 500,000 Shares subject to the Option will
become exercisable on the date that Genasense receives approval for any
first indication in the United States by the Food and Drug
Administration
			


			
			A total of 200,000 of the 500,000 Shares
subject to the Option will become exercisable on the date that
Genasense receives approval for any first indication in Europe by the
European Medicines Agency
			


			
			A total of 100,000 of the 500,000
Shares subject to the Option will become exercisable over a period of
approximately thirty-two (32) months from the Date of Grant, by means
of (i) an initial amount of 11,110 Shares to be exercisable and vest on
the Date of Grant, (ii) an additional amount of 86,087 Shares in
thirty-one (31) equal monthly increments of 2,777 Shares each,
commencing on August  1,  2006 and continuing on the first
day of each of the next successive thirty (30) calendar months, and
(iii) a final amount of 2,803 Shares on March  1,
2009
			


			
	Term/Expiration Date:		07/27/16, subject to
earlier termination in accordance with the terms of this
Agreement
			


2









GENTA INCORPORATED

1998 STOCK
INCENTIVE PLAN


INCENTIVE STOCK OPTION
AGREEMENT


STOCK OPTION AGREEMENT (the
‘‘Agreement’’), dated as of July
27,  2006 (the ‘‘Date of Grant’’),
between GENTA INCORPORATED, a Delaware corporation (the
‘‘Company’’), and the other party signatory
hereto (the ‘‘Optionee’’). Capitalized
terms used herein without definition shall have the meanings ascribed
thereto in the Plan (as defined below).

The Company's
Compensation Committee (the ‘‘Committee’’)
has determined that the objectives of the Company's 1998 Stock
Incentive Plan, as amended through the Date of Grant (the
‘‘Plan’’) will be furthered by granting to
the Optionee an incentive stock option pursuant to the Plan.

In
consideration of the foregoing and of the mutual undertakings set forth
in this Agreement, the Company and the Optionee hereby agree as
follows:

SECTION 1.    Grant of
Option.

1.1    Subject to the terms and conditions set forth
in this Agreement and in the Plan, the Company hereby grants to the
Optionee an incentive stock option, #1429 (the
‘‘Option’’) to purchase 500,000 (five
hundred thousand) shares of common stock of the Company, $0.001 par
value per share (the ‘‘Shares’’) at an
exercise price of $1.5900 per Share. The Option shall become
exercisable according to Section 2 below.

1.2    The Option
is designated as an incentive stock option, as described in Section 5
below. However, if and to the extent the Option exceeds the limits for
an incentive stock option, as described in Section 5, the portion of
the Option that exceeds such limits shall be granted in the form of a
nonqualified stock option. Subject to the additional provisions, if
any, for vesting and exercisability in the Optionee’s employment
agreement dated March  28,  2006, attached hereto as
Schedule 1 is a description, which is acknowledged and agreed to by the
Company and the Optionee to be accurate and complete, of (a) the Option
granted hereby and (b) each option to purchase common stock of the
Company previously granted by the Company to the Optionee, including in
each case for (a) and (b), the date(s) of the option grant, the number
of shares of common stock of the Company for which each option has been
granted, the exercise price(s) per share, the schedule of the period of
time as to which shares subject to each option become exercisable, the
termination date of each such option and a designation as to the extent
to which each option is an incentive stock option and/or a nonqualified
option.

1.3    The Company has entered into an arrangement
(the ‘‘Management Arrangement’’) for the
management of certain day to day operations respecting the Plan and the
functions of the Company with respect thereto, including, without
limitation, processing of the exercise of this Option, with Merrill
Lynch, Pierce, Fenner & Smith Incorporated, a registered
broker-dealer (hereinafter, collectively with any successor, assign or
substitute, the ‘‘Manager’’). Written
information respecting the Management Arrangement and the Manager has
been supplied to the Optionee. As a condition of accepting this Option,
the Optionee shall establish a securities account with the Manager with
respect to the Option and the Shares. The Company may amend or
terminate the Management Arrangement and/or substitute or terminate the
Manager without notice to the Optionee.

SECTION
2.    Exercisability.

Subject to the further terms of this
Agreement and the Plan, the Option shall become exercisable as
follows:

3









			
		(i) 	A total of
200,000 of the 500,000 Shares subject to the Option will become
exercisable on the date that the Genasense product or its substantial
equivalent (collectively, ‘‘Genasense’’)
receives approval for any first indication in the United States by the
Food and Drug Administration (‘‘FDA’’),
provided that the Optionee is employed by the Company on the applicable
date of FDA approval,


			
		(ii) 	A total
of 200,000 of the 500,000 Shares subject to the Option will become
exercisable on the date that Genasense receives approval for any first
indication in Europe by the European Medicines Agency
(‘‘EMEA’’), provided that the Optionee is
employed by the Company on the applicable date of EMEA approval,
and


			
		(iii) 	A total of 100,000 of the
500,000 Shares subject to the Option will become exercisable over a
period of approximately thirty-two (32) months from the Date of Grant,
by means of (i) an initial amount of 11,110 Shares to be exercisable
and vest on the Date of Grant, (ii) an additional amount of 86,087
Shares in thirty-one (31) equal monthly increments of 2,777 Shares
each, ommencing on August  1,  2006 and continuing on the
first day of each of the next successive thirty (30) calendar months,
and (iii) a final amount of 2,803 Shares on March  1,
2009;


The exercisability of the Option is cumulative, but shall
not exceed 100% of the Shares subject to the Option. If the
foregoing would produce fractional Shares, the number of Shares for
which the Option becomes exercisable shall be rounded down to the
nearest whole Share. Unless terminated earlier pursuant to the
provisions of this Agreement or the Plan, the unexercised portion of
the Option shall expire and cease to be exercisable at the close of
business on the principal exchange on which the shares are traded on
the tenth anniversary date of the Date of Grant, or if such date is a
date on which such principal exchange is closed, the next preceding
business day.

SECTION 3.    Method of
Exercise.

3.1    The Option, or any part thereof, may be
exercised by giving written notice to the Company on such form and in
such manner as the Committee shall prescribe. Such written notice must
be accompanied by payment of the full purchase price for the number of
Shares being purchased or by other documentation prescribed by the
Committee for purchase. Such payment may be made by any one of, or a
combination of, the following methods: (a) by certified or official
bank check (or the equivalent thereof acceptable to the Company); (b)
by delivery of Shares acquired at least six months prior to the Option
exercise date and having a Fair Market Value on the exercise date equal
to all or part of the option exercise price and a certified or official
bank check for any remaining portion of the full purchase price; or (c)
at the discretion of the Committee and to the extent permitted by law,
by such other method as the Committee may authorize. The Committee may
impose from time to time such limitations as it deems appropriate for
the use of Shares of the Company to exercise the Option. The date of
the exercise of the Option shall be the date on which written notice of
exercise and appropriate consideration for exercise is received at the
place designated by the Company for exercise.

3.2    The
obligation of the Company to deliver Shares upon the exercise of the
Option shall be subject to all applicable laws, rules, and regulations
and such approvals by governmental agencies as may be deemed
appropriate by the Committee, including such actions as Company counsel
shall deem necessary or appropriate to comply with relevant securities
laws and regulations. The Company may require that the Optionee (or
other person exercising the Option after the Optionee’s death
represent that the Optionee) is purchasing the Shares for the
Optionee’s own account and not with a view to or for sale in
connection with any distribution of the Shares, or such other
representation as the Committee deems appropriate.

3.3    All
obligations of the Company under this Agreement shall be subject to the
rights of the Company as set forth in the Plan to withhold amounts
required to be withheld for any taxes, if applicable. Subject to
Committee approval, the Optionee may elect to satisfy any tax
withholding 

4










obligation of the Company with respect to the
Option by having Shares withheld up to an amount that does not exceed
the minimum applicable withholding tax rate for federal (including
FICA), state and local tax liabilities.

SECTION
4.    Termination of Employment; Death.

4.1    Upon
termination of the Optionee's status as an employee of the
Company for any reason (including death), the Option shall terminate
and expire except as provided in Section 1.2, 4.2 or 4.3 of this
Agreement.

4.2    If the Optionee's status as an
employee of the Company terminates for any reason other than death or
dismissal for cause, the Option shall be exercisable but only to the
extent it was exercisable at the time of such termination and only
until the earlier of the expiration date of the Option, determined
pursuant to Section 2 of this Agreement, or the expiration of 90 days
(or one year in the case of termination by reason of disability)
following the date of termination. Options expiring in accordance with
this Section cease to be exercisable on the designated expiration date
at the close of business of the principal exchange on which the shares
are traded, or if such date is a date on which such principal exchange
is closed, on the next preceding business day.

4.3    If the
Optionee dies while an employee of the Company or following the
termination of the Optionee's status as an employee of the
Company, but during the period in which the Option is exercisable
pursuant to Section 4.2 of this Agreement, the Option shall be
exercisable but only to the extent it was exercisable at the time of
death and only until the earlier of the expiration date of the Option,
determined pursuant to Section 2 of this Agreement, or the first
anniversary of the date of the Optionee's death. Options expiring
in accordance with this Section cease to be exercisable on the
designated expiration date at the close of business of the principal
exchange on which the shares are traded, or if such date is a date on
which such principal exchange is closed, on the next preceding business
day.

SECTION 5.    Designation as Incentive Stock
Option

5.1    This Option is designated as an incentive
stock option under Section 422 of the Internal Revenue Code of 1986, as
amended (the ‘‘Code’’). If the aggregate
Fair Market Value of the Shares on the Date of Grant with respect to
which incentive stock options are exercisable for the first time by the
Optionee during any calendar year, under the Plan or any other stock
option plan of the Company or a parent or subsidiary, exceeds $100,000,
then the Option, as to the excess, shall be treated as a nonqualified
stock option that does not meet the requirements of Section 422 of the
Code. If and to the extent that the Option fails to qualify as an
incentive stock option under the Code, the Option shall remain
outstanding according to its terms as a nonqualified stock
option.

5.2    The Optionee understands that favorable
incentive stock option tax treatment is available only if the Option is
exercised while the Optionee is an employee of the Company or a parent
or subsidiary of the Company or within a period of time specified in
the Code after the Optionee ceases to be an employee. The Optionee
understands that the Optionee is responsible for the income tax
consequences of the Option, and, among other tax consequences, the
Optionee understands that he or she may be subject to the alternative
minimum tax under the Code in the year in which the Option is
exercised. The Optionee will consult with his or her tax adviser
regarding the tax consequences of the Option.

5.3    The
Optionee agrees that the Optionee shall notify the Company in writing,
within 10 days of such sale or disposition, if the Optionee sells or
otherwise disposes of any Shares acquired upon the exercise of the
Option and such sale or other disposition occurs on or before the later
of (i) two years after the Date of Grant, or (ii) one year after the
transfer of the Shares to the Optionee after exercise of the Option.
The Optionee also agrees to provide the Company with any information
requested by the Company with respect to such sale or other
disposition.

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SECTION 6.    Change in Control,
Dissolution, Liquidation, Merger.

The provisions of the Plan
applicable to a change in control, dissolution, liquidation, or merger
of the Company shall apply to the Option, and, in the event of a change
in control, dissolution, liquidation, or merger, the Committee may take
such actions as it deems appropriate pursuant to the terms of the
Plan.

SECTION 7.    Plan Provisions to Prevail.

This
Agreement is subject to all of the terms and provisions of the Plan,
the terms of which are incorporated herein by reference, and in all
respects shall be interpreted in accordance with the Plan. The grant
and exercise of the Option are subject to the interpretations,
regulations and determinations concerning the Plan established from
time to time by the Committee in accordance with the provisions of the
Plan, including, but not limited to, provisions pertaining to (i)
rights and obligations with respect to withholding taxes, (ii) the
registration, qualification or listing of Shares, (iii) changes in
capitalization of the Company, and (iv) other requirements of
applicable law. Without limiting the generality of the foregoing, by
entering into this Agreement the Optionee agrees that no member of the
Board of Directors or the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any award
thereunder or this Agreement. In the event that there is any
inconsistency between the provisions of this Agreement and of the Plan,
the provisions of the Plan shall govern. The Committee shall have the
authority to interpret and construe the Option pursuant to the terms of
the Plan, and its decisions shall be conclusive as to any questions
arising hereunder.

SECTION
8.    Nontransferability.

The Option shall not be assignable
or transferable, voluntarily or involuntarily, by operation of law, or
otherwise, and any such assignment or transfer which may be attempted
shall be null and void and of no effect; provided, however, that this
Section 8 shall not prevent transfers by will or by the laws of descent
and distribution. During the lifetime of the Optionee, the Option shall
be exercisable only by the Optionee.

SECTION 9.    No Rights
as a Shareholder

The Optionee or his or her nominee, as the case
may be, shall have no rights as a shareholder of the Company with
respect to the shares subject to the Option until a) the issuance to
the Optionee of a stock certificate for such shares or b) the recording
of book-entry ownership has occurred for a nominee designated by the
Optionee if the Optionee holds such shares in ‘‘street
name.’’ Except as otherwise provided in Section 1.5.3 of
the Plan, 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 or such book-entry ownership has
occurred.

SECTION 10.    Right of Recapture.

The
Optionee understands that the Option is subject to Right of Recapture
provisions of Section 2.10 of the Plan.

SECTION 11.    Right
of Discharge Preserved.

Nothing in this Agreement shall confer
upon the Optionee the right to continue in the employ of the Company
and its subsidiaries, or to continue in the service of the Company and
its subsidiaries as a consultant or director or affect any existing
right that the Company and its subsidiaries have to terminate such
employment or service.

6









SECTION 12.    Notices.

All
notices required or permitted hereunder shall be given in writing by
personal delivery; by confirmed facsimile transmission (with a copy
dispatched by express delivery or registered or certified mail); or by
express delivery via express mail or any reputable express courier
service. Notice shall be addressed (a) to Genta Incorporated, c/o
Richard J. Moran, Senior Vice President, Chief Financial Officer and
Corporate Secretary, 200 Connell Drive, Berkeley Heights, NJ 07922; and
(b) to the Optionee at the address set forth on the signature page
hereto; or (c) as to either party, at such other address as may be
designated by notice in the manner set forth herein. Notices which are
delivered personally, by confirmed facsimile transmission, or by
courier as aforesaid, shall be effective on the date of
delivery.

SECTION 13.    Successors and Assigns.

This
Agreement shall be binding upon and inure to the benefit of the parties
hereto and the successors and assigns of the Company and, to the extent
consistent with Section 4 of this Agreement and with the Plan, the
heirs and personal representatives of the Optionee.

SECTION
14.    Entire Contract; Waiver; Amendment.

This Agreement
constitutes the entire contract between the parties hereto and
supersedes all prior oral and written agreements between the parties
with regard to the subject matter hereof. No waiver of any breach or
condition of this Agreement shall be deemed to be a waiver of any other
or subsequent breach or condition, whether of like or different nature.
This Agreement may be amended as provided in Section 3.1.3 of the
Plan.

SECTION 15.    Severability.

If any provision of
this Agreement (including any provision of the Plan that is
incorporated herein by reference) shall hereafter be held to be
invalid, unenforceable or illegal in whole or in part, in any
jurisdiction under any circumstances for any reason, (a) such provision
shall be reformed to the minimum extent necessary to cause such
provision to be valid, enforceable and legal while preserving the
intent of the parties as expressed in, and the benefits to the parties
provided by, this Agreement and the Plan or (b) if such provision
cannot be so reformed, such provision shall be severed from this
Agreement and an equitable adjustment shall be made to this Agreement
(including, without limitation, addition of necessary further
provisions to this Agreement) so as to give effect to the intent as so
expressed and the benefits so provided. Such holding shall not affect
or impair the validity, enforceability or legality of such provision in
any other jurisdiction or under any other circumstances. Neither such
holding nor such reformation or severance shall affect or impair the
legality, validity or enforceability of any other provision of this
Agreement or the Plan.

SECTION 16.    Governing
Law.

This Agreement shall be interpreted, construed and
administered in accordance with the laws of the State of Delaware,
without giving effect to principles of conflicts of laws, as they apply
to contracts made, delivered and performed in the State of
Delaware.

[Signature Page
Follows]

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IN WITNESS WHEREOF, the Company has caused
its duly authorized officer to execute this Agreement, and the Optionee
has executed this Agreement, effective as of the Date of
Grant.





							
	 			GENTA
INCORPORATED
	 			By:			 
	 			 			Name:
Richard J. Moran
	 			 			Title:    Senior
Vice President,
            CFO & Corporate
Secretary
	






I hereby accept the Option
described in this Agreement, and I agree to be bound by the terms of
the Plan and this Agreement. I hereby further agree that all the
decisions and determinations of the Committee with respect to this
Agreement and the Plan shall be final and
binding.





				
	 			OPTIONEE
	 			Loretta Itri, M.D.
	 			    
	 			Signature
	 			Address:
	 			6 Kimball Circle
Westfield,
NJ 07090
	






8