**Exhibit 10.1**

** **

 

 

**AMENDMENT NO. 1 TO**

**FINANCIAL ADVISORY AGREEMENT**

 

 

This amendment (“Amendment”)is made as of February 14, 2008 by and between **STANFORDGROUP COMPANY** (“Stanford Group”) and **SENESCOTECHNOLOGIES, INC.** (the “Company”).  Capitalized terms used without definitionherein shall have the meaning ascribed to such terms in the Financial AdvisoryAgreement (as defined below).

 

WHEREAS, Stanford Group andthe Company are parties to that certain Financial Advisory Agreement, dated asof October 11, 2006 (the “Financial Advisory Agreement”);  and

 

WHEREAS, the parties heretodesire to amend the Financial Advisory Agreement as provided herein; and

 

NOW, THEREFORE, inconsideration of the premises and the mutual convenants and agreementshereinafter contained, the parties to this Amendment hereby agree as follows:

 

1.               Except as set forth herein, the terms andprovisions of the Financial Advisory Agreement shall continue unmodified and infull force and effect.

 

2.               The introductory paragraph shall bedeleted and replaced with the following:

 

This letter agreement (the “Agreement”) is to confirmour understanding that Stanford Group Company (“Stanford Group”) is engaged bySenesco Technologies, Inc., its successors, subsidiaries and affiliates(collectively, the “Company”) on anon-exclusive basis with respect to financial advisory, corporate finance,strategic financing and strategic alliance matters.  Unless renewed by the parties, the term ofthis Agreement shall expire on June 30, 2012. This Agreement may be terminated(i) by either party, without cause, upon sixty (60) days’ written noticeof termination to the other party; or (ii) by either party, if the otherparty breaches any of its obligations under this Agreement and fails to remedysuch breach within ten (10) days after written notice of such breach isprovided to the other party. Upon the execution of this letter by the Company, Stanford Group shall devote a commerciallyreasonable amount of business, time and attention to matters on which theCompany shall request its services.

 

3.               Section Ashall be deleted and replaced in its entirety by the following:

 

# **Financial Advisory Services**

 

Duringthe term of this agreement, Stanford Group shall provide the Company with suchregular and customary financial advisory services as are reasonably requestedby the Company, provided that StanfordGroup shall not be required to undertake duties not reasonably within the scopeof the financial advisory services in which it is generally engaged. Inperformance of its duties, Stanford Group shall provide the Company with thebenefit of its judgment. It is understood and acknowledged by the parties that the value of Stanford Group’sadvice is not measurable in a quantitativemanner and Stanford Group shall useits best efforts to render advice, upon the request of the Company, in good faith, as shall bedetermined by Stanford Group, Stanford Group shall use its best efforts to:

 

## (a)           assistthe Company in identifying its financing needs; help formulate a financing structure with respect to what is usualand standard practice in financings for organizations in similar circumstances;

##  

 

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## (b)           introduce the Company to appropriateinstitutional and/or retail investors for presentations (provided that in theevent that an introduction, for such purpose, directly results in theconsummation of any financing or strategic transactions, the Company shallcompensate Stanford Group on terms consistent with prevailing market terms forsuch transactions);

##  

## (c)           introducethe Company to such other corporations, research institutions or individualsthat may be beneficial in advancing the Company’s research or business goals;

##  

(d)           provide the Company with anynon-confidential industry related information that the Stanford group may haveaccess to; and

 

(e)           introduce the Company toindustry analysts; and

 

(f)            introduce the Company to individualswith access to industry conferences.

 

The Company acknowledges that StanfordGroup andits affiliates are in the business of providing financial advisory services (of all types contemplated by this agreement) to others. Nothing hereincontained shall be construed to limit or restrict StanfordGroup orits affiliates in conducting such business with respect to others or inrendering such advice to others.

 

The Company recognizes and confirms that Stanford Group,in acting pursuant to this engagement will be using information in reports andother information provided by others, including, without limitation,information provided by, or on behalf of the Company, and that Stanford Groupdoes not assume responsibility for, and may rely on, without independentverification of, the accuracy and completeness of any such reports andinformation. The Company hereby warrants that any information relating to theCompany that is furnished to Stanford Group by the Company will be fair,accurate and complete and will not contain any material omissions ormisstatements of fact. The Company agrees that any information or advicerendered by Stanford Group or its representatives in connection with thisengagement is for the confidential use of the Company’s Board of Directors onlyin its evaluation of the matters for which Stanford Group has been engaged and,except as otherwise required by law, the Company will not, and will not permitany third party, to disclose or otherwise refer to such advice or informationin any manner without the prior written consent of Stanford Group.

 

4.               Sections C.1.(a), C.1.(b) and C.1.(c) shallbe deleted and replaced in their entirety by the following:

 

“(a) warrants issued bythe Company to Stanford and the Stanford Employees at an exercise price of$3.25 shall be amended to an exercise price of $1.01;

 

 (b) warrants issued by the Company toStanford and the Stanford Employees at an exercise price of $2.00 shall beamended to an exercise price of $1.01; and

 

 (c) the term of all warrants issued bythe Company to Stanford and the Stanford Employees shall be extended to June 30,2012.”

 

5.               The Company hereby represents andwarrants that a registration statement registering under the Securities Act of1933 (as amended) (the “Securities Act”) all shares of common stock issuablepursuant to all of the warrants discussed in Section C of the FinancialAdvisory Agreement has 

 

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been filed with the Securities and ExchangeCommission, has been declared effective and remains effective as of the datehereof.

 

6.               All warrants discussed in Section Cof the Financial Advisory Agreement shall hereby be amended to include thefollowing provision:

 

“If at the time of exercise,the Warrant Shares are not subject to an effective registration statement underthe Securities Act, the Registered Holder may, at its option, elect to exercisethis Warrant by delivering the purchase form and, in lieu of making payment ofthe Purchase Price payable in respect of the number of Warrant Shares purchasedupon such exercise in cash or wire transfer, elect instead to receive upon suchexercise the “Net Number” of shares of Common Stock determined according to thefollowing formula:

 
| Net Number = | (A x B) — (A x C) |   |
|--------------|------------------------|--------|
|         | B                      |   |
|         |                   |   |

 

Forpurposes of the foregoing formula:

 

A = the total number ofWarrant Shares with respect to which this Warrant is then being exercised.

 

B = the Closing Bid Price ofthe Common Stock on the date of exercise of the Warrant.

 

C = the Warrant ExercisePrice then in effect for the applicable Warrant Shares at the time of suchexercise.

 

For purposes of thisprovision, the following definitions shall apply:

 

“Closing Bid Price”means the closing bid price of Common Stock as quoted on the Primary Market (asreported by Bloomberg Financial Markets through its “Volume at Price”function).

 

“Primary Market”means on any of (a) the American Stock Exchange, (b) New York StockExchange, (c) the Nasdaq Global Select Market, (d) the Nasdaq GlobalMarket, (e) the Nasdaq Capital Market, or (e) the NASDOver-the-Counter Bulletin Board.”

 

7.               If a provision contained in thisAmendment is held to be invalid or unenforceable, this Amendment shall continuein full force and effect and shall be construed as if the invalid orunenforceable provision was omitted.

 

8.               This Amendmentshall be governed by, and shall be construed, interpreted and enforced inaccordance with, the laws (excluding choice of law rules) of the State of NewJersey.

 

9.               This Amendmentmay be executed in counterparts, all of which together constitute one Amendmentbinding on all of the parties hereto.

 

 

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IN WITNESS WHEREOF, theparties hereto have executed this Amendment as of the day and year first abovewritten.

 

 

 

**SENESCO TECHNOLOGIES, INC.**

 

 
| By:    | /s/  Bruce C. Galton                   |
|--------|----------------------------------------|
|   |                                   |
| Name:  | Bruce  C. Galton                       |
| Title: | President  and Chief Executive Officer |
|   |                                   |

 

 

 

**STANFORD GROUP COMPANY**

 
| By:    | /s/  William R. Fusselmann |
|--------|----------------------------|
|   |                       |
| Name:  | William  R. Fusselmann     |
| Title: | Managing  Director         |
|   |                       |

 

 

 

**STANFORD VENTURE CAPITAL HOLDINGS, INC.**

 

 
| By:    | /s/  Daniel T. Bogar |
|--------|----------------------|
|   |                 |
| Name:  | Daniel  T. Bogar     |
| Title: | Managing  Director   |
|   |                 |

 

 

 

**STANFORD INTERNATIONAL BANK, LTD.**

 

 
| By:    | /s/  James M. Davis      |
|--------|--------------------------|
|   |                     |
| Name:  | James  M. Davis          |
| Title: | Chief  Financial Officer |
|   |                     |

 

 

 

 

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**STANFORD EMPLOYEES:**

 

 

 
| /s/  Ronald Stein       |
|-------------------------|
| Ronald  Stein           |
|                    |
|                    |
|                    |
| /s/  Daniel Bogar       |
| Daniel  Bogar           |
|                    |
|                    |
|                    |
| /s/  Osvaldo Pi         |
| Osvaldo  Pi             |
|                    |
|                    |
|                    |
| /s/  William Fusselmann |
| William  Fusselmann     |
|                    |
|                    |

 

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