William Keane Chief Financial Officer Genta lncorporated Two Connell Drive Berkeley Heights, NJ 07922 December 6,2004

Exhibit 1.1

Xxxxxxx Xxxxx
Chief Financial Officer
Genta lncorporated
Two Xxxxxxx Drive
Berkeley Heights, NJ 07922 December 6,2004

Dear Xx. Xxxxx:

     The purpose of this letter agreement (the "Agreement") is to set forth the terms and conditions pursuant to which Xxxxxx & Xxxxxxx, LLC ("R&R) shall introduce Genta lncorporated (the "Company") to one or more investors in connection with the proposed offering (the "Offering") of securities (the "Securities") of the Company. The terms of such Offering and the Securities shall be mutually agreed upon by the Company and the investor(s). R&R's engagement under this Agreement shall be exclusive until December 15, 2004, and thereafter shall be non-exclusive. The identities of the investors to which R&R introduces the Company shall be proprietary information of R&R and shall not be divulged to third parties by the Company, nor used by the Company outside the scope of R&R's engagement as described herein.

     The parties hereto hereby agree that the Company shall pay to R&R the fees and compensation set forth below if there is any financing of equity or debt (including without limitation the Offering) or other capital raising activity of the Company (a "Financing") within 24 months of the date of this Agreement with any investors to whom the Company was introduced by R&R or who was contacted by R&R pursuant to this Agreement.

     In consideration of the services rendered by R&R under this Agreement, the Company agrees to pay R&R the following fees and other compensation:

	(a)	A cash fee payable immediately upon the closing of any portion of any Financing (including without limitation the Offering) and equal to 5% of the aggregate capital raised except for funds coming from investors referred to R&R by the company. The fee on funds from these company-referredinvestors shall be 2.5%.
	(b)	$10,000 expense allowance.
	(c)	All amounts payable hereunder shall be paid to R&R out of an attorney escrow account at the closing or by such other means acceptable to R&R.

     This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law principles. Any dispute arising out of this Agreement shall be adjudicated in the courts of the State of New York or in the federal courts sitting in the Southern District of New York, and each of the parties hereto agrees that service of process upon it by registered or certified mail at its address set forth herein shall be deemed adequate and lawful. The Company shall indemnify R&R against any liabilities arising under the Securities Act of 1933, as amended, attributable to any information supplied or omitted to be supplied to any investor by the Company pursuant to this Agreement. The Company acknowledges and agrees that R&R is not and shall not be construed as a fiduciary of the Company and shall have no duties or liabilities to the equity holders or the creditors of the Company or any other person by virtue of this Agreement or the retention of R&R hereunder, all of which are hereby expressly waived.

     This Agreement constitutes the entire understanding and agreement between the parties hereto with respect to its subject matter and there are no agreements or understandings with respect to the subject matter hereof which are not contained in this Agreement. This Agreement may be modified only in writing signed by the party to be charged hereunder.

     If the foregoing correctly sets forth our agreement, please confirm this by signing and returning to us the duplicate copy of this letter.

				Very truly yours,
				XXXXXX & XXXXXXX, LLC
	Agreed to and accepted			By:	/s/ Xxxx Xxxxx
	as of the date first written above:
					Name:	Xxxx Xxxxx
	GENTA INCORPORATED				Title:	President
	By:	/s/ Xxxxxxx X. Xxxxx
		Name: Xxxxxxx X. Xxxxx
		Title: Vice President and Chief Financial Officer

000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000