GENTA INCORPORATED /DE/
ALFRED FERNANDEZ EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.75
<SEQUENCE>5
<FILENAME>b42233geex10-75.txt
<DESCRIPTION>ALFRED FERNANDEZ EMPLOYMENT AGREEMENT
<TEXT>
<PAGE>
                                                                   Exhibit 10.75


                               GENTA INCORPORATED
                                   TWO OAK WAY
                           BERKELEY HEIGHTS, NJ 07922

                                                       Dated as of July 24, 2001

Mr. Alfred Fernandez


Dear Mr. Fernandez:

         We are pleased that you are interested in becoming an employee of Genta
Incorporated, a Delaware corporation (the "Company"). Accordingly, I would like
to offer you the following terms of engagement (the "Agreement"):

         1.       EMPLOYMENT; DUTIES.

         (a)      The Company shall employ you, and you hereby accept such
employment as the Executive Vice President & Chief Financial Officer of the
Company.

         (b)      You shall perform your duties as are customarily associated
with your title. 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 the duties hereunder may
require significant domestic and international travel by you.

         (c)      Upon commencement of your employment, you shall devote on a
full time basis your best efforts as shall be necessary to the proper discharge
of your duties and responsibilities under this Agreement. You shall not 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.

         2.       TERM. Your employment hereunder shall be for a term of four
(4) years commencing on July 24, 2001 (the "Effective Date") and continuing
through July 23, 2005 (the "Term"), unless sooner terminated as hereinafter
provided. At the end of the initial four year term, the Term of this Agreement
will be automatically renewed for successive one year terms unless the Company
or you provides not less than 60 days prior written notice of non-renewal.


         3.       COMPENSATION AND BENEFITS.

         As compensation and benefits for the performance of your duties on
behalf of the Company as Executive Vice President & Chief Financial Officer, and
for so long as your

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employment has not been terminated in accordance with this Agreement, you shall
be compensated and shall receive benefits as follows:

         (a)      BASE SALARY: a base salary of no less than $230,000 per annum
                  (the "Base Salary"), less withholding required by law or
                  agreed to by you, payable in accordance with the Company's
                  standard payroll practice applicable to other senior officers;

         (b)      BONUS: a guaranteed minimum bonus of twenty percent (20%) of
                  your Base Salary (or $46,000) for calendar year 2001 which
                  shall accrue on January 1, 2002, payable in January 2002; and
                  based on business and individual performance, bonus
                  eligibility of up to 25% (or bonus eligibility pursuant to an
                  Executive Bonus Program) for subsequent years of the Term
                  which shall accrue on January 1, 2003, January 1, 2004 and
                  January 1, 2005 respectively, and be payable in January, 2003,
                  January, 2004 and January, 2005, respectively. All bonuses
                  shall be subject to all applicable withholdings required by
                  law or agreed upon by the parties.

         (c)      INCENTIVE COMPENSATION:

                  (i)      As approved by the Board of Directors of the Company,
                           you shall be granted , on the Effective Date,
                           non-qualified stock options vesting over four (4)
                           years for the purchase of 200,000 shares of Common
                           Stock of the Company at an exercise price equal to
                           the NASDAQ closing price of the Common Stock on the
                           Effective Date.

                  (ii)     As approved by the Board of Directors of the Company,
                           you shall be granted, on 12/31/01, non-qualified
                           stock options vesting over four (4) years for the
                           purchase of an additional 50,000 shares of Common
                           Stock at an exercise price equal to the NASDAQ
                           closing price of the Common Stock on 12/31/01.

                  (iii)    As approved by the Board of Directors of the Company,
                           you shall be eligible for non-qualified stock options
                           vesting over four (4) years for the purchase of an
                           additional 50,000 shares of Common Stock subject to
                           the achievement of agreed upon milestones within 24
                           months of the Effective Date (the "Milestone
                           Options"). The effective date of the grant will
                           coincide with the achievement of the milestones and
                           the exercise price will equal the NASDAQ closing
                           price of the Common Stock on the date the milestones
                           are achieved. Such milestones shall be mutually
                           agreed to within 90 days of the Effective Date. The
                           following are significant events, which will be
                           considered milestone achievements: completing a
                           secondary offering in excess of $200 million; OR
                           completing an acquisition with a transaction dollar
                           value in excess of $75 million OR completing a
                           cumulative series of acquisitions whose transaction
                           dollar value is greater than $150 million.


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                  (iv)     In addition, you may be eligible to receive
                           additional stock option grants consistent with the
                           stock option guidelines applicable to the Company's
                           other senior executives.

                  (v)      Except as provided herein, all stock options granted
                           pursuant to this subsection 3(c) shall be governed by
                           the 1998 Stock Incentive Plan and shall be evidenced
                           by a stock option agreement prepared in accordance
                           with such plan.

         (d)      BENEFITS: You shall be entitled to participate in any and all
medical insurance, dental insurance, group health, life insurance, disability
insurance and other benefit plans which are made generally available by the
Company to its senior executives. The Company, in its sole discretion, may at
any time amend or terminate any such benefit plans or programs.

         (e)      SUPPLEMENTAL BENEFITS: During the Term only and subject to
underwritingapproval, you will be entitled to receive the following life
insurance benefits in addition to those set forth in Subsection 3(d): The
Company will pay the premiums on a term life insurance policy in a face amount
up to three (3) times your Base Salary. In addition, if you purchase an
additional term life insurance policy of up to $2 million, and the premium for
such policy exceeds the cost of the Company's current group term life insurance
rates, the Company shall reimburse you for the difference between the premium on
said policy and the current Company group term rate, up to a maximum of $2500
per year.

         (f)      To compensate you for moving your family and personal
belongings to the Berkeley Heights, New Jersey area, you shall receive the
following Relocation benefits upon the submission of appropriate documentation:

                  (i)      Movement of normal household goods (packing, shipment
                           and unpacking) by a Company selected moving carrier
                           (up to 2 cars)

                  (ii)     Reimbursement of normal closing costs for the sale of
                           your Boca Raton, Florida home (real estate commission
                           not to exceed 6%)

                  (iii)    Reimbursement of normal closing costs for the
                           purchase of a home (exclusive of points)

                  (iv)     Reimbursement of temporary living expenses for up to
                           120 days or up to a maximum of $20,000

                  (v)      Reimbursement of incidental relocation expenses: home
                           finding, travel, etc. up to $10,000

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                  (vi)     "Tax gross up" of all taxable reimbursements, the
                           payment of which will be timely and meet withholding
                           requirements at the incremental federal, state and
                           local income tax rate.

                  (vii)    The company will pay for a Third Party Relocation
                           Service to effect: the purchase of your home at a
                           price determined by not less than two (2) nor more
                           than three (3) licensed and/or accredited independent
                           appraisers selected by the Third Party Relocation
                           Service; and the subsequent sale of your home.

                  (viii)   In the event you are not able to recover the tuition
                           funds paid for your daughter's school tuition for the
                           upcoming school year (2001 - 2002) the Company will
                           reimburse you up to $7200 (less taxes and not subject
                           to tax gross up).

All relocation expenses paid on your behalf or reimbursed by the Company are
reimbursable by you to the Company if you leave employment with the Company
voluntarily within one year of the relocation being completed. The relocation
will be considered complete upon the date you close on a new home in the
vicinity of the Berkeley Heights, New Jersey area.

         (g)      During the Term, 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 vouchers in accordance with the Company's
standard procedures.

         (h)      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 to
the succeeding year, however the maximum vacation accrual allowed at any one
time shall not exceed six weeks.

         (i)      You shall be covered by the Company's directors and officers
insurance policy as is generally provided to the Company's directors and
officers; and you shall be entitled to indemnification and advancement of
expenses by the Company to the same extent as provided from time to time to the
directors and officers of the Company.

         (j)      Subject to Section 11, you must be an employee of the Company
at the time that any compensation is due in order to receive such compensation.


         4.       REPRESENTATIONS AND WARRANTIES. You hereby represent and
warrant to the Company as follows:

         (a)      Neither the execution and delivery of this Agreement, nor the
                  performance by you of your duties and other obligations
                  hereunder violate or will violate any statute, law,
                  determination or award, or conflict with or constitute a
                  default under (whether immediately, upon the giving of notice
                  or lapse of time or both) any


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                  prior employment agreement, contract, or other instrument to
                  which you are a party or by which you are bound.

         (b)      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.

         (c)      You shall at all times comply with policies and procedures
                  adopted by the Company.

         5.       NON-COMPETITION AND NON-SOLICITATION.

         (a)      You understand and recognize that your services to the Company
are special and unique and agree that, upon commencement of your employment as
Executive Vice President & Chief Financial Officer and, except as provided
below, during the term and for a period of two years following any termination
of your employment, you shall not in any manner directly or indirectly, on
behalf of yourself or any person, firm, partnership, joint venture, corporation
or other business entity (collectively, "Person") solicit, enter into, or engage
in any business using antisense technology or in which the Company or any of its
subsidiaries has intellectual property rights ("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 (x) following any termination of your
employment, Conflicting Field shall refer only to the field of using antisense
technology as therapy for cancer as its primary business and nothing in this
Agreement shall be interpreted so as to prevent you from accepting employment
with any such Person which is or tries to be competitive with a Conflicting
Field so long as you work solely in a division of such Person which division
carries on a bona fide business that is not or does not propose to be
competitive with a Conflicting Field; and (y) nothing herein will preclude you
from holding five percent (5%) or less of the stock of any publicly traded
company, calculated on a fully diluted basis.

         (b)      You further agree that during the Term, and for a period of
two years following any termination of such employment hereunder, you shall not,
without the prior written consent of the Company:

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


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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, or

                  (iii)    directly or indirectly solicit or attempt to solicit
                           any of the employees or consultants of the Company to
                           become employees, agents, consultants,
                           representatives or advisors 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 or to reduce the amount of business
                           which any customer or supplier has done or
                           contemplates doing with the Company, whether or not
                           the relationship between the Company and such Person
                           was originally established in whole or in part
                           through your efforts, in material breach of a
                           contract or agreement known to you between the
                           Company and such customer or supplier; provided,
                           however, that such action or attempted action could
                           reasonably be expected to cause a material detriment
                           to the Company.

         (c)      During the Term, and for a period of two years following any
termination of your employment, you agree that upon the earlier of you (a)
negotiating with any person or entity concerning the possible employment of you,
(b) receiving an offer of employment, or (c) becoming employed by any person or
entity, you will (x) immediately provide notice to the Company of such
circumstances and (y) provide copies of Sections 5, 6, 7, 8 and 9 of this
Agreement to the person or entity. You further agree that the Company may
provide notice to a such person or entity of your obligations under this
Agreement, including without limitation your obligations pursuant to Sections 5,
6, 7 and 8 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 11 hereof and any stock option agreement is sufficient to
justify the restrictions contained in such provisions. 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.

6.       OWNERSHIP OF PROPRIETARY INFORMATION.

         (a)      You confirm and agree that all information relating to the
Company's, or an Affiliate's (as defined below) business that has been created
by, discovered by, developed by, learned by, or made known to, the Company, or
any of its subsidiaries, affiliates, licensors, licensees, successors or assigns
(each, an "Affiliate" and, collectively, the "Affiliates") from the commencement
of your employment and at all times thereafter (including, without limitation,
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,
an Affiliate, or you, either alone or jointly with others, during your
employment and information relating to the Company's customers, clients,
suppliers, vendors, consultants, licensors and licensees) or assigned, licensed

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or otherwise conveyed to Company or any Affiliate, has been, is and shall be the
sole property of the Company or such Affiliate, as applicable and the Company or
the Affiliate as the case may be, has been, is and should be the sole owner of
all designs, ideas, patents, patent applications, copyrights, copyright
applications and other rights in connection therewith, including but not limited
to the right to make application for statutory protection of any kind 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). By way of illustration, but not limitation, Proprietary
Information includes trade secrets, processes, discoveries, structures, works of
authorship, copyrightable works, trademarks, copyrights, formulas, data, data
sources, 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,
continuation applications of any kind, trademark applications and information
about the Company's or the Affiliate's employees and/or consultants and
confidential business information of the Company or any Affiliate or any of its
clients, consultants, suppliers, customers, vendors, licensors, licensees and
other third parties (including, without limitation, the compensation, job
responsibility and job performance of such employees and/or consultants).

         (b)      You agree that all Proprietary Information shall be, to the
extent permitted by law, "works made for hire" as that term is defined in the
United States Copyright Act (17 U.S.C. Section 101). You hereby assign to the
Company all rights, title and interest you may have or acquire in all
Proprietary Information; provided, that, subject to subsection 6(d) hereof the
provisions of this Section 6 only apply to information, and Proprietary
Information shall only include such information which:

                  (i)      relates at the time of conception or reduction to
                           practice of the invention to the Company business, or
                           actual or demonstrably anticipated research or
                           development of the Company; or

                  (ii)     result from any work performed by you for the
                           Company; or

                  (iii)    was developed on the Company's time or using the
                           Company's equipment, supplies, facilities, or trade
                           secret information,

         (c)      Notwithstanding the foregoing, Proprietary Information shall
not include; (i) information (x) in the public domain not as a result of the
breach of this Agreement or the breach of any other duty owed to the Company or
any other person (y) information lawfully in your possession prior to the date
hereof and not disclosed to you by the Company or an Affiliate and (z)
information disclosed to you without restriction by a third party who had the
right to disclose such information to you;

         (d)      It is understood that no patent, copyright, trademark or other
proprietary right of license is granted to you under this Agreement. Any
disclosure of Proprietary Information and

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any materials which may accompany any such disclosure pursuant to your
employment under this Agreement will not result in the grant to you of any
rights, express or implied, of any kind.

         7.       CONFIDENTIAL INFORMATION.

         (a)      You agree at all times, including after the Term, to keep in
strictest trust and confidence and not to disclose or make accessible to any
other person without the prior written consent of the Company, the Company's or
any Affiliate's Proprietary Information. You further agree that upon
commencement of your employment and at all times thereafter (i) not to use any
such Proprietary Information for yourself or others; and (ii) not to take any
such material or reproductions embodying Proprietary Information from the
Company's facilities (or any of the Affiliates' facilities) at any time, except
as required during the Term in connection with your duties to the Company.

         (b)      Except with prior written authorization of the Board of
Directors, you agree not to disclose or publish any of the Proprietary
Information, except as required in the performance of your obligations under
this Agreement. You further agree not to disclose or publish information
relating to your former employers, to whom you, the Company or any of its
Affiliates owes an obligation of confidence, at the time of disclosure, to you,
at any time during or after your employment with the Company.

         (c)      Upon written notice by the Company, 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),
and will not retain any copies, extracts, summaries or other reproductions in
whole or in part of such written Proprietary Information or other material.

         (d) You recognize that the Company has received and in the future will
receive confidential or proprietary information from third parties subject to a
duty on the Company's part to maintain the confidentiality of such information
and, in some cases, to use it only for certain limited purposes. You agree that
you owe the Company and such third parties, both during your employment and
thereafter, a duty to hold all such confidential or proprietary information in
the strictest confidence and not to disclose it to any Person (except in a
manner that is consistent with the Company's agreement with the third party) or
use it for the benefit of anyone other than the Company or such third party
(consistent with the Company's agreement with the third party), unless expressly
authorized to act otherwise by the Board of Directors.

         (e)      If during the term and thereafter you are requested or
required (by oral questions, deposition, interrogatories, requests for
information or documents, subpoena, civil investigative demand or any other
process) to disclose all or any part of the Proprietary Information, you will
provide the Company with prompt notice of such request or 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 as to the
advisability of pursuing any such order or other legal action or available steps
to resist or narrow such request or requirement. If, failing the entry of a
protective order or the


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receipt of a waiver hereunder, you are, in the opinion of your counsel, legally
compelled to disclose Proprietary Information, you may disclose that portion of
such information which counsel advises you that you are legally compelled to
disclose. In any event, you will use reasonable efforts to cooperate 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 reasonable expenses incurred
by you in compliance with this subsection 7(e) will be reimbursed by the
Company.

         8.       DISCLOSURE OF PROPRIETARY INFORMATION.

         (a)      During the Term, and thereafter, you agree that you will
promptly disclose to the Company, or any persons designated by the Company, all
Proprietary Information developed, created, made, conceived, reduced to practice
or learned by the company, any Affiliate or you, either alone or jointly with
others, during the Term and not otherwise known to the Company's officers and
directors.

         (b)      You further agree to assist the Company in every proper way
(but at the Company's expense) to obtain and confirm and from time to time
enforce patents, copyrights or other rights on said Proprietary Information in
any and all countries, and to that end you will execute any documents necessary:

                  (i)      to apply for, obtain and vest in the name of the
                           Company alone (unless the Company otherwise directs)
                           letters patent, copyright or other analogous
                           protection 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.

         (c)      Your obligation to assist the Company in obtaining and
enforcing patents and copyrights for the Proprietary Information in any and all
countries shall continue beyond the Term, but the Company agrees to compensate
you at a reasonable rate after the expiration of the Term, for time actually
spent by you at the Company's request on such assistance.

         9.       EQUITABLE RELIEF:

         a)       You acknowledge that the restrictions contained in Sections 5,
                  6, 7 or 8 hereof are reasonable and necessary to protect the
                  legitimate interests of the Company and its affiliates, that
                  the Company would not have entered into this Agreement in the
                  absence of such restrictions, and that any violation of any
                  provision of those Sections will result in irreparable injury
                  to the Company. You represent that your experience and
                  capabilities are such that the restrictions contained in
                  Sections 5 and 7 hereof will not prevent you from obtaining
                  employment or otherwise earning a living at the same

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                  general level of economic benefit as is anticipated by this
                  Agreement. YOU FURTHER REPRESENT AND ACKNOWLEDGE THAT (i) YOU
                  HAVE BEEN ADVISED BY THE COMPANY TO CONSULT YOUR OWN LEGAL
                  COUNSEL IN RESPECT OF THIS AGREEMENT, (ii) THAT YOU HAVE HAD
                  FULL OPPORTUNITY, PRIOR TO EXECUTION OF THIS AGREEMENT, TO
                  REVIEW THOROUGHLY THIS AGREEMENT WITH YOUR COUNSEL, AND (iii)
                  YOU HAVE READ AND FULLY UNDERSTAND THE TERMS AND PROVISIONS OF
                  THIS AGREEMENT.

         (b)      You agree that the Company shall be entitled to preliminary
                  and permanent injunctive relief, without the necessity of
                  proving actual damages, as well as an equitable accounting of
                  all earnings, profits and other benefits arising from any
                  violation of Section 5, 6, 7 or 8 hereof, which rights shall
                  be cumulative and in addition to any other rights or remedies
                  to which the Company may be entitled. In the event that any of
                  the provisions of Section 5, 6 7 or 8 hereof should ever be
                  adjudicated to exceed the time, geographic, product or
                  service, or other limitations permitted by applicable law in
                  any jurisdiction, then such provisions shall be deemed
                  reformed in such jurisdiction to the maximum time, geographic,
                  product or service, or other limitations permitted by
                  applicable law.

         (c)      You irrevocably and unconditionally (i) agree that any suit,
                  action or other legal proceeding arising out of this
                  Agreement, including without limitation, any action commenced
                  by the Company for preliminary or permanent injunctive relief
                  or other equitable relief, may be brought in the United States
                  District Court for the District of New Jersey, or if such
                  court does not have jurisdiction or will not accept
                  jurisdiction, in any court of general jurisdiction in New
                  Jersey, (ii) consent to the non-exclusive jurisdiction of any
                  such court in any such suit action or proceeding, and (iii)
                  waive any objection which you may have to the laying of venue
                  of any such suit, action or proceeding in any such court. You
                  also irrevocably and unconditionally consent to the service of
                  any process, pleadings, notices or other papers in a manner
                  permitted by the notice provisions of Section b thereof.

         (d)      You agree that you will provide, and that the Company may
                  similarly provide a copy of Sections 5, 6 7 and 8 of this
                  Agreement to any business or enterprise (i) which you may
                  directly or indirectly own, manage, operate, finance, join,
                  participate in the ownership, management, operation,
                  financing, control or control of, or (ii) with which you may
                  be connected with as an officer, director, employee, partner,
                  principal, agent, representative, consultant or otherwise, or
                  in connection with which you may use or permit your name to be
                  used; provided, however, that this provision shall not apply
                  in respect of Sections 5 and 6 of this Agreement after
                  expiration of the time periods set forth therein.

         10.      TERMINATION. Your employment hereunder shall commence as
provided for under Section 2 and shall continue for the period set forth in
Section 2 hereof unless sooner terminated upon the first to occur of the
following events:


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         (a)      DEATH. This Agreement and your employment hereunder shall
                  automatically terminate effective upon the date of your death.

         (b)      DISABILITY. This Agreement and your employment hereunder shall
                  terminate at the option of the Company by written notice to
                  you, upon your Disability. "Disability" shall mean your
                  disability within the meaning of subsection 22(e) (3) of the
                  Intenal Revenue Code of 1986, as amended, and where you are
                  unable to work for a period of one hundred and twenty (120)
                  days in any 12 month period. Such termination shall take
                  effect the last day of the month following the date such
                  notice of termination for Disability is given.

                  Provided that you have been employed by the Company for at
                  least 31 days, during the first 90 days of your disability,
                  you shall be entitled to your Base salary. Thereafter, your
                  compensation shall be limited to such benefits to which you
                  may be entitled pursuant to the Company's Long Term Disability
                  Plan; and the Company's obligation to pay base salary and
                  bonus, except as provided in 11a(iv), shall cease during the
                  time you are on Long Term Disability.

                  Notwithstanding the foregoing, the Company and you will
                  cooperate with each other and comply with all reasonable
                  requests to determine whether a disability exists and, if so,
                  whether there is a reasonable accommodation that does not
                  produce undue hardship to the Company's business. It is the
                  parties' intent to comply with the Americans with Disabilities
                  Act and the New Jersey Law Against Discrimination with respect
                  to any disability or handicap.

         (c)      TERMINATION BY THE COMPANY FOR CAUSE. The Company shall have
the right to terminate your employment for cause. For purposes of this
Agreement, the term "Cause" shall mean any of the following:

                  (i)      A material breach by you of any of the provisions of
                           this Agreement.

                  (ii)     A material misrepresentation to the Company or
                           material misappropriation of funds.

                  (iii)    Any breach by you of subsection 1(b) or (c) which is
                           not cured by you within 30 days of written notice
                           thereof from the Company; PROVIDED, HOWEVER, your
                           right to such 30 day cure period shall be conditioned
                           upon your good faith attempt to cure such breach;

                  (iv)     Cessation or discontinuance of the Company's
                           business;

                  (v)      Any action or omission by you to intentionally harm
                           the Company which is in bad faith and likely to cause
                           a material harm to the Company or any other act or
                           bad

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                           faith omission having the effect of materially
                           harming the Company, its business or reputation;

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

                  (vii)    Your indictment, conviction for, or plea of nolo
                           contendere to a felony crime, or other crime
                           involving moral turpitude, other than with respect to
                           the operation of a motor vehicle.

         (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 (30) days prior written notice of the termination.

         (e)      TERMINATION BY YOU. You may terminate your employment
hereunder at any time for any reason or no reason by giving thirty (30) days
prior written notice of termination.

         11.      COMPENSATION FOLLOWING TERMINATION PRIOR TO THE END OF THE
                  TERM.

         In the event that your employment hereunder is terminated prior to the
end of the Term, you shall be entitled only to the following compensation and
benefits upon such termination:

         (a)      TERMINATION BY REASON OF DEATH OR BECOMING TOTALLY DISABLED.

         In the event that your employment is terminated by reason of your death
or your becoming Totally Disabled pursuant to Sections 10(a) or 10(b), the
Company shall pay the following amounts 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 to the date of
                           termination;

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

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

                  (iv)     Pro-rated bonus based on the current plan year

         (b)      TERMINATION BY THE COMPANY FOR CAUSE OR TERMINATION BY YOU

         In the event your employment is terminated by the Company for Cause or
Terminaton By You, pursuant to 10(c) or 10(e), the Company shall pay the
following amounts to you:


                                                                              12

<PAGE>
                  (i)      Any accrued but unpaid Base Salary as of the date of
                           termination for services rendered to the date of
                           termination;

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

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

         The benefits to which you may be entitled upon termination pursuant to
the plans, programs and arrangements referred to in Section 3 hereof shall be
determined and paid in accordance with the terms of such plans, policies and
arrangements.

         (c)      TERMINATION BY THE COMPANY WITHOUT CAUSE. In the event that
your employment is terminated by the Company without Cause pursuant to Section
10(d), the Company shall compensate you as follows:

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

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

                  (iii)    Any vacation accrued to the date of termination; and

                  (iv)     As your sole damages and conditioned upon your
                           execution and delivery of a general release in favor
                           of the Company, its employees, Officers, Directors
                           and Affiliates the Company agrees to provide you with
                           the following benefits:

                           (a)      one year of Base Salary payable over twelve
                                    (12) months;and those perquisites effective
                                    at the time of the termination (i.e., cell
                                    phone) including those normally provided to
                                    active full time senior executives;

                           (b)      pro-rated bonus based on greater of the
                                    current year plan or prior year actual bonus
                                    or at your option a combination of the
                                    pro-rated bonus and senior executive
                                    outplacement service during the severance
                                    period, with such combination not to exceed
                                    the total amount of the pro-rated bonus;
                                    however, in the event the amount of the
                                    pro-rated bonus does not cover the cost of
                                    outplacement service, at your option, in
                                    lieu of paying the pro-rated bonus, the
                                    Company will pay for outplacement services
                                    up to a maximum fee of $20,000. Outplacement
                                    services would be provided by a nationally
                                    recognized executive outplacement firm;

                           (c)      the Company will pay medical and dental
                                    coverage for one year under COBRA


                                                                              13

<PAGE>

                           (d)      the Company will continue payment of the
                                    premiums for one year on the life insurance
                                    (3x salary) as outlined in 3e;

                           (e)      In the event a minimum of 125,000 shares of
                                    the initial grant, as outlined in 3c(i),
                                    have not already vested on their scheduled
                                    annual vesting dates as of your termination
                                    date, then a sufficient number of shares
                                    subject to the Option will be accelerated as
                                    of the employment termination date so that a
                                    total of 125,000 shares have vested.

                           (f)      During the period in which you must report
                                    executive officer securities transactions
                                    under applicable securities laws and
                                    regulations (under present regulations, up
                                    to six months from the termination date),
                                    you may not sell, transfer or dispose of
                                    Genta securities beneficially owned by you
                                    or otherwise engage in a reportable
                                    transaction with respect to Genta securities
                                    beneficially owned by you. Thereafter, all
                                    vested stock options shall be exercisable
                                    for up to one year beyond the termination
                                    date of the expiration of the then
                                    applicable executive officer reporting
                                    requirements, but not later than the
                                    expiration date of the option.

The benefits to which you may be entitled upon termination pursuant to the
plans, policies and arrangements referred to in Section 3 hereof shall be
determined and paid in accordance with the terms of such plans, policies and
arrangements.

         (d)      NO OTHER BENEFITS OR COMPENSATION. Except as may be provided
under this Agreement or under the terms of any incentive compensation, employee
benefit or fringe benefit plan applicable to you at the time of the termination
of your employment prior to the end of the Term, 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 such termination.

         12.      NOTICEs. Any notice or other communication under this
Agreement shall be in writing and shall be deemed to have been given; when
delivered personally after receipt therefor, one (1) day after being sent by
Federal Express or similar overnight delivery; or three (3) days after being
mailed registered or certified mail, postage prepaid; return receipt requested,
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 Oak Way
                           Berkeley Heights, NJ  07922



                                                                              14
<PAGE>
         With a copy to:

                           Morgan Lewis & Bockius



         If to you:

                           Alfred Fernandez




         13.      SEVERABILITY OF PROVISIONS. If any provision of this Agreement
shall be declared by a court 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 hereto agree that the
court making such determination shall reduce the scope, duration and/or the 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 hereto recognize that if, in any judicial 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
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
hereto 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.

         14.      ENTIRE AGREEMENT; MODIFICATION. This Agreement contains the
entire agreement of the parties relating to the subject matter hereof, and the
parties hereto have made no agreements, representations or warranties relating
to the subject matter of this Agreement which are not set forth herein. No
modification of this Agreement shall be valid unless made in writing and signed
by the parties hereto.

         15.      BINDING EFFECT. The rights, benefits, duties and obligations
under this Agreement shall inure to, and be binding upon, the Company, 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
<PAGE>
         16.      NON-WAIVER. The failure of either party 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 of any term or condition of this Agreement on the part of
either party shall be effective for any purpose whatsoever unless such waiver is
in writing and signed by such party.

         17.      GOVERNING LAW. This Agreement shall be governed by, and
construed and interpreted in accordance with, the laws of the State of New
Jersey without regard to principles of conflict of law.

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

         19.      HEADINGS. The headings of paragraphs are inserted for
convenience and shall not affect any interpretation of this Agreement.


         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: /s/ Raymond P. Warrell, JR., M.D.
                                       ---------------------------------
                                           Raymond P. Warrell, Jr., M.D.
                                           Chairman & CEO


         AGREED AND ACCEPTED
         AS OF THE DATE FIRST SET FORTH ABOVE

         /s/ Alfred Fernandez
         ---------------------
         Alfred Fernandez


                                                                              16

</TEXT>
</DOCUMENT>
