Unassociated Document


    


    SENESCO
TECHNOLOGIES, INC.

    


    INDEMNIFICATION
AGREEMENT

    


    This
Indemnification Agreement (“Agreement”) is made as of May 25, 2010 by and
between Senesco Technologies, Inc., a Delaware corporation (the “Company”), and
Leslie J. Browne, Ph.D. (“Indemnitee”).

    


    WHEREAS, Indemnitee is an
executive of the Company and performs valuable services in such capacity for the
Company;

    


    WHEREAS, the Company and
Indemnitee recognize the substantial increase in corporate litigation in
general, subjecting directors, officers, employees, agents and fiduciaries to
expensive litigation risks at the same time as the availability and coverage of
liability insurance may be limited;

    


    WHEREAS, the Company and
Indemnitee further recognize the difficulty in obtaining liability insurance for
its directors, officers, employees, agents and fiduciaries, the significant
increases in the cost of such insurance and the general reductions in the
coverage of such insurance;

    


    WHEREAS, Indemnitee does not
regard the current protection available as adequate under the present
circumstances, and the Indemnitee and other directors, officers, employees,
agents and fiduciaries of the Company may not be willing to continue to serve in
such capacities without additional protection; and

    


    WHEREAS, the Company desires
to attract and retain the services of highly qualified individuals, such as
Indemnitee, to serve the Company and, in part, in order to induce Indemnitee to
continue to provide services to the Company as an executive, the Company wishes
to provide for the indemnification and advancing of expenses to Indemnitee to
the maximum extent permitted by law.

    


    NOW, THEREFORE, the Company
and Indemnitee hereby agree as follows:


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
            	
              1.

            	
              Indemnification.

            


    

    


    (a)           Indemnification of
Expenses. The Company shall indemnify Indemnitee to the fullest extent
permitted by law if Indemnitee was or is or becomes a party to or witness or
other participant in, or is threatened to be made a party to or witness or other
participant in, any threatened, pending or completed action, suit, proceeding or
alternative dispute resolution mechanism, or any hearing, inquiry or
investigation that Indemnitee in good faith believes might lead to the
institution of any such action, suit, proceeding or alternative dispute
resolution mechanism, whether civil, criminal, administrative, investigative or
other (hereinafter a “Claim”) by reason of (or arising in part out of) any event
or occurrence related to the fact that Indemnitee is or was a director, officer,
employee, agent or fiduciary of the Company, or any subsidiary of the Company,
or is or was serving at the request of the Company as a director, officer,
employee, agent or fiduciary of another corporation, partnership, joint venture,
trust or other enterprise, or by reason of any action or inaction on the part of
Indemnitee while serving in such capacity (hereinafter an “Indemnifiable Event”)
against any and all expenses (including attorneys’ fees and all other costs,
expenses and obligations incurred in connection with investigating, defending,
being a witness in or participating in (including on appeal), or preparing to
defend, be a witness in or participate in, any such action, suit, proceeding,
alternative dispute resolution mechanism, hearing, inquiry or investigation),
judgments, fines, penalties and amounts paid in settlement (if such settlement
is approved in advance by the Company, which approval shall not be unreasonably
withheld) of such Claim and any federal, state, local or foreign taxes imposed
on the Indemnitee as a result of the actual or deemed receipt of any payments
under this Agreement (collectively, hereinafter “Expenses”), including all
interest, assessments and other charges paid or payable in connection with or in
respect of such Expenses. Such payment of Expenses shall be made by the Company
as soon as practicable but in any event no later than thirty (30) days after
written demand by Indemnitee therefor is presented to the Company.

    


    (b)           Reviewing Party.
Notwithstanding the foregoing, (i) the obligations of the Company under Section
1(a) shall be subject to the condition that the Reviewing Party (as described in
Section 10(e) hereof) shall not have determined (in a written opinion, in any
case in which the Independent Legal Counsel referred to in Section 1(c) hereof
is involved) that Indemnitee would not be permitted to be indemnified under
applicable law, and (ii) the obligation of the Company to make an advance
payment of Expenses to Indemnitee pursuant to Section 2(a) (an “Expense
Advance”) shall be subject to the condition that, if, when and to the extent
that the Reviewing Party determines that Indemnitee would not be permitted to be
so indemnified under applicable law, the Company shall be entitled to be
reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all
such amounts theretofore paid; provided, however, that if Indemnitee has
commenced or thereafter commences legal proceedings in a court of competent
jurisdiction to secure a determination that Indemnitee should be indemnified
under applicable law, any determination made by the Reviewing Party that
Indemnitee would not be permitted to be indemnified under applicable law shall
not be binding and Indemnitee shall not be required to reimburse the Company for
any Expense Advance until a final judicial determination is made with respect
thereto (as to which all rights of appeal therefrom have been exhausted or
lapsed). Indemnitee’s obligation to reimburse the Company for any Expense
Advance shall be unsecured and no interest shall be charged thereon. If there
has not been a Change in Control (as defined in Section 10(c) hereof), the
Reviewing Party shall be selected by the Board of Directors, and if there has
been such a Change in Control (other than a Change in Control which has been
approved by a majority of the Company’s Board of Directors who were directors
immediately prior to such Change in Control), the Reviewing Party shall be the
Independent Legal Counsel referred to in Section 1(c) hereof. If there has been
no determination by the Reviewing Party or if the Reviewing Party determines
that Indemnitee substantively would not be permitted to be indemnified in whole
or in part under applicable law, Indemnitee shall have the right to commence
litigation seeking an initial determination by the court or challenging any such
determination by the Reviewing Party or any aspect thereof, including the legal
or factual bases therefor, and the Company hereby consents to service of process
and to appear in any such proceeding. Any determination by the Reviewing Party
otherwise shall be conclusive and binding on the Company and
Indemnitee.


    
      
         


      

      
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    (c)           Change in Control.
The Company agrees that if there is a Change in Control of the Company (other
than a Change in Control which has been approved by a majority of the Company’s
Board of Directors who were directors immediately prior to such Change in
Control) then with respect to all matters thereafter arising concerning the
rights of Indemnitee to payments of Expenses and Expense Advances under this
Agreement or any other agreement or under the Company’s Certificate of
Incorporation or By-laws as now or hereafter in effect, the Company shall seek
legal advice only from Independent Legal Counsel (as defined in Section 10(d)
hereof) selected by Indemnitee and approved by the Company (which approval shall
not be unreasonably withheld). Such counsel, among other things, shall render
its written opinion to the Company and Indemnitee as to whether and to what
extent Indemnitee would be permitted to be indemnified under applicable law. The
Company agrees to pay the reasonable fees of the Independent Legal Counsel
referred to above and to fully indemnify such counsel against any and all
expenses (including attorneys’ fees), claims, liabilities and damages arising
out of or relating to this Agreement or its engagement pursuant
hereto.

    


    (d)           Mandatory Payment of
Expenses. Notwithstanding any other provision of this Agreement other
than Section 9 hereof, to the extent that Indemnitee has been successful on the
merits or otherwise, including, without limitation, the dismissal of an action
without prejudice, in defense of any action, suit, proceeding, inquiry or
investigation referred to in Section (l)(a) hereof or in the defense of any
claim, issue or matter therein, Indemnitee shall be indemnified against all
Expenses incurred by Indemnitee in connection therewith.

    


    
      	
               
      

            	
              2.

            	
              Expenses;
      Indemnification Procedure.

            


    

    


    (a)           Advancement of
Expenses. The Company shall advance all Expenses incurred by Indemnitee.
The advances to be made hereunder shall be paid by the Company to Indemnitee as
soon as practicable but in any event no later than five (5) days after written
demand by Indemnitee therefor to the Company.

    


    (b)           Notice/Cooperation by
Indemnitee. Indemnitee shall, as a condition precedent to Indemnitee’s
right to be indemnified under this Agreement, give the Company notice in writing
as soon as practicable of any Claim made against Indemnitee for which
indemnification will or could be sought under this Agreement. Notice to the
Company shall be directed to the Secretary of the Company at the address shown
on the signature page of this Agreement (or such other address as the Company
shall designate in writing to Indemnitee). In addition, Indemnitee shall give
the Company such information and cooperation as it may reasonably require and as
shall be within Indemnitee’s power.


    
      
         


      

      
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    (c)           No Presumptions; Burden of
Proof. For purposes of this Agreement, the termination of any claim,
action, suit or proceeding, by judgment, order, settlement (whether with or
without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a
presumption that Indemnitee did not meet any particular standard of conduct or
have any particular belief or that a court has determined that indemnification
is not permitted by applicable law. In addition, neither the failure of the
Reviewing Party to have made a determination as to whether Indemnitee has met
any particular standard of conduct or had any particular belief, nor an actual
determination by the Reviewing Party that Indemnitee has not met such standard
of conduct or did not have such belief, prior to the commencement of legal
proceedings by Indemnitee to secure a judicial determination that Indemnitee
should be indemnified under applicable law, shall be a defense to Indemnitee’s
claim or create a presumption that Indemnitee has not met any particular
standard of conduct or did not have any particular belief. In connection with
any determination by the Reviewing Party or otherwise as to whether the
Indemnitee is entitled to be indemnified hereunder, the burden of proof shall be
on the Company to establish that Indemnitee is not so entitled.

    


    (d)           Notice to Insurers.
If, at the time of the receipt by the Company of a notice of a Claim pursuant to
Section 2(b) hereof, the Company has liability insurance in effect which may
cover such Claim, the Company shall give prompt notice of the commencement of
such Claim to the insurers in accordance with the procedures set forth in the
respective policies. The Company shall thereafter take all necessary or
desirable action to cause such insurers to pay, on behalf of the Indemnitee, all
amounts payable as a result of such action, suit, proceeding, inquiry or
investigation in accordance with the terms of such policies. Nothing in this
Section 2(d) shall limit the Company’s obligations as otherwise provided for
herein, including the Company’s obligation to pay Expenses under Section 1(b) or
to advance Expenses under Section 2(a).

    


    (e)           Selection of Counsel.
In the event the Company shall be obligated hereunder to pay the Expenses of any
action, suit, proceeding, inquiry or investigation, the Company, if appropriate,
shall be entitled to assume the defense of such action, suit, proceeding,
inquiry or investigation with counsel approved by Indemnitee, upon the delivery
to Indemnitee of written notice of its election so to do. After delivery of such
notice, approval of such counsel by Indemnitee and the retention of such counsel
by the Company, the Company will not be liable to Indemnitee under this
Agreement for any fees of counsel subsequently incurred by Indemnitee with
respect to the same action, suit, proceeding, inquiry or investigation; provided
that, (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any
such action, suit, proceeding, inquiry or investigation at Indemnitee’s expense
and (ii) if (A) the employment of counsel by Indemnitee has been previously
authorized by the Company, (B) Indemnitee shall have reasonably concluded that
there may be a conflict of interest between the Company and Indemnitee in the
conduct of any such defense, or (C) the Company shall not continue to retain
such counsel to defend such action, suit, proceeding, inquiry or investigation,
then the fees and expenses of Indemnitee’s counsel shall be at the expense of
the Company.


    
      
         


      

      
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              3.

            	
              Additional
      Indemnification Rights;
Nonexclusivity.

            


    

    


    (a)           Scope. The Company
hereby agrees to indemnify the Indemnitee to the fullest extent permitted by
law, notwithstanding that such indemnification is not specifically authorized by
the other provisions of this Agreement, the Company’s Certificate of
Incorporation, the Company’s By-laws or by statute. In the event of any change
after the date of this Agreement in any applicable law, statute or rule which
expands the rights of the corporation to indemnify a member of its board of
directors or an officer, employee, agent or fiduciary, it is the intent of the
parties hereto that Indemnitee shall enjoy by this Agreement the greater
benefits afforded by such change. In the event of any change in any applicable
law, statute or rule which narrows the rights of this Company to indemnify a
member of its board of directors or an officer, employee, agent or fiduciary,
such change, to the extent not otherwise required by such law, statute or rule
to be applied to this Agreement, shall have no effect on this Agreement or the
parties’ rights and obligations hereunder.

    


    (b)           Nonexclusivity. The
indemnification provided by this Agreement shall be in addition to any rights to
which Indemnitee may be entitled under the Company’s Certificate of
Incorporation, its By-laws, any agreement, any vote of shareholders or
disinterested directors, the relevant business corporation law of the Company’s
state of incorporation, or otherwise. The indemnification provided under this
Agreement shall continue as to Indemnitee for any action taken or not taken
while serving in an indemnified capacity even though Indemnitee may have ceased
to serve in such capacity.

    


    4.         No Duplication of
Payments. The Company shall not be liable under this Agreement to make
any payment in connection with any action, suit, proceeding, inquiry or
investigation made against Indemnitee to the extent Indemnitee has otherwise
actually received payment (under any insurance policy, Certificate of
Incorporation, By-laws or otherwise) of the amounts otherwise indemnifiable
hereunder.

    


    5.         Partial
Indemnification. If Indemnitee is entitled under any provision of this
Agreement to indemnification by the Company for some or a portion of Expenses in
the investigation, defense, appeal or settlement of any civil or criminal
action, suit, proceeding, inquiry or investigation, but not, however, for all of
the total amount thereof, the Company shall nevertheless indemnify Indemnitee
for the portion of such Expenses to which Indemnitee is entitled.

    


    6.         Mutual
Acknowledgment. Both the Company and Indemnitee acknowledge that in
certain instances, Federal law or applicable public policy may prohibit the
Company from indemnifying its directors, officers, employees, agents or
fiduciaries under this Agreement or otherwise. Indemnitee understands and
acknowledges that the Company has undertaken or may be required in the future to
undertake with the Securities and Exchange Commission to submit the question of
indemnification to a court in certain circumstances for a determination of the
Company’s right under public policy to indemnify Indemnitee.


    
      
         


      

      
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    7.        Liability Insurance.
To the extent the Company maintains liability insurance applicable to directors,
officers, employees, agents or fiduciaries, Indemnitee shall be covered by such
policies in such a manner as to provide Indemnitee the same rights and benefits
as are accorded to the most favorably insured of the Company’s directors, if
Indemnitee is a director; or of the Company’s officers, if Indemnitee is not a
director of the Company but is an officer; or of the Company’s key employees,
agents or fiduciaries, if Indemnitee is not an officer or director but is a key
employee, agent or fiduciary.

    


    8.        Exceptions. Any other
provision herein to the contrary notwithstanding, the Company shall not be
obligated pursuant to the terms of this Agreement:

    


    (a)           Excluded Action or
Omissions. To indemnify Indemnitee for acts, omissions or transactions
from which Indemnitee may not be relieved of liability under applicable
law.

    


    (b)           Claims Initiated by
Indemnitee. To indemnify or advance expenses to Indemnitee with respect
to proceedings or claims initiated or brought voluntarily by Indemnitee and not
by way of defense, except (i) with respect to proceedings brought to establish
or enforce a right to indemnification under this Agreement or any other
agreement or insurance policy or under the Company’s Certificate of
Incorporation or By-laws now or hereafter in effect relating to Claims for
Indemnifiable Events, (ii) in specific cases if the Board of Directors has
approved the initiation or bringing of such suit, or (iii) as otherwise required
under the applicable provisions of the business corporation law of the Company’s
state of incorporation, regardless of whether Indemnitee ultimately is
determined to be entitled to such indemnification, advance expense payment or
insurance recovery, as the case may be.

    


    (c)           Lack of Good Faith.
To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect
to any proceeding instituted by Indemnitee to enforce or interpret this
Agreement, if a court of competent jurisdiction determines that each of the
material assertions made by the Indemnitee in such proceeding was not made in
good faith or was frivolous; or

    


    (d)           Claims Under Section
16(b). To indemnify Indemnitee for expenses and the payment of profits
arising from the purchase and sale by Indemnitee of securities in violation of
Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or any similar successor statute.

    


    9.        Period of
Limitations. No legal action shall be brought and no cause of action
shall be asserted by or in the right of the Company against Indemnitee,
Indemnitee’s estate, spouse, heirs, executors or personal or legal
representatives after the expiration of two (2) years from the date of accrual
of such cause of action, and any claim or cause of action of the Company shall
be extinguished and deemed released unless asserted by the timely filing of a
legal action within such two (2)-year period; provided, however, that if any shorter period of limitations is
otherwise applicable to any such cause of action, such shorter period shall
govern.


    
      
         


      

      
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              10.

            	
              Construction of
      Certain Phrases.

            


    

    


    (a)           For
purposes of this Agreement, references to the “Company” shall include, in
addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had power and authority to
indemnify its directors, officers, employees, agents or fiduciaries, so that if
Indemnitee is or was a director, officer, employee, agent or fiduciary of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee, agent or fiduciary of another
corporation, partnership, joint venture, employee benefit plan, trust or other
enterprise, Indemnitee shall stand in the same position under the provisions of
this Agreement with respect to the resulting or surviving corporation as
Indemnitee would have with respect to such constituent corporation if its
separate existence had continued.

    


    (b)           For
purposes of this Agreement, references to “other enterprises” shall include
employee benefit plans; references to “fines” shall include any excise taxes
assessed on Indemnitee with respect to an employee benefit plan; and references
to “serving at the request of the Company” shall include any service as a
director, officer, employee, agent or fiduciary of the Company which imposes
duties on, or involves services by, such director, officer, employee, agent or
fiduciary with respect to an employee benefit plan, its participants or its
beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan, Indemnitee shall be deemed to have acted in a
manner “not opposed to the best interests of the Company” as referred to in this
Agreement.

    


    (c)           For
purposes of this Agreement a “Change in Control” shall be deemed to have
occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d)
of the Exchange Act), other than a trustee or other fiduciary holding securities
under an employee benefit plan of the Company or a corporation owned directly or
indirectly by the shareholders of the Company in substantially the same
proportions as their ownership of stock of the Company, is or becomes the
“beneficial owner” (as determined in accordance with Rule 13d-3 under said
Exchange Act), directly or indirectly, of securities of the Company representing
more than twenty percent (20%) of the total voting power represented by the
Company’s then outstanding Voting Securities, (ii) during any period of two (2)
consecutive years, individuals who at the beginning of such period constitute
the Board of Directors of the Company and any new director whose election by the
Board of Directors or nomination for election by the Company’s shareholders was
approved by a vote of at least two thirds (2/3) of the directors then still in
office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease for any
reason to constitute a majority thereof, or (iii) the shareholders of the
Company approve a merger or consolidation of the Company with any other
corporation other than a merger or consolidation which would result in the
Voting Securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into Voting Securities of the surviving entity) at least 80% of the total voting
power represented by the Voting Securities of the Company or such surviving
entity outstanding immediately after such merger or consolidation, or the
shareholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of (in one
transaction or a series of transactions) all or substantially all of the
Company’s assets.


    
      
         


      

      
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    (d)           For
purposes of this Agreement, “Independent Legal Counsel” shall mean an attorney
or firm of attorneys, selected in accordance with the provisions of Section 1(c)
hereof, who shall not have otherwise performed services for the Company or
Indemnitee within the last three years (other than with respect to matters
concerning the rights of Indemnitee under this Agreement, or of other
indemnitees under similar indemnity agreements).

    


    (e)           For
purposes of this Agreement, a “Reviewing Party” shall mean any appropriate
person or body consisting of a member or members of the Company’s Board of
Directors or any other person or body appointed by the Board of Directors who is
not a party to the particular Claim for which Indemnitee is seeking
indemnification, or Independent Legal Counsel.

    


    (f)            For
purposes of this Agreement, “Voting Securities” shall mean any securities of the
Company that vote generally in the election of directors.

    


    11.      Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall
constitute an original.

    


    12.      Binding Effect: Successors
and Assigns. This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the parties hereto and their respective
successors and assigns, including any direct or indirect successor by purchase,
merger, consolidation or otherwise to all or substantially all of the business
and/or assets of the Company, spouses, heirs, and personal and legal
representatives. The Company shall require and cause any successor (whether
direct or indirect by purchase, merger, consolidation or otherwise) to all,
substantially all, or a substantial part, of the business and/or assets of the
Company, by written agreement in form and substance satisfactory to Indemnitee,
expressly to assume and agree to perform this Agreement in the same manner and
to the same extent that the Company would be required to perform if no such
succession had taken place. This Agreement shall continue in effect regardless
of whether Indemnitee continues to serve as a director of the Company or of any
other enterprise at the Company’s request.

    


    13.      Attorneys’ Fees. In
the event that any action is instituted by Indemnitee under this Agreement or
under any liability insurance policies maintained by the Company to enforce or
interpret any of the terms hereof or thereof, Indemnitee shall be entitled to be
paid all Expenses incurred by Indemnitee with respect to such action, regardless
of whether Indemnitee is ultimately successful in such action, and shall be
entitled to the advancement of Expenses with respect to such action, unless as a
part of such action the court of competent jurisdiction over such action
determines that each of the material assertions made by Indemnitee as a basis
for such action were not made in good faith or were frivolous. In the event of
an action instituted by or in the name of the Company under this Agreement to
enforce or interpret any of the terms of this Agreement, Indemnitee shall be
entitled to be paid all Expenses incurred by Indemnitee in defense of such
action (including costs and expenses incurred with respect to Indemnitee’s
counterclaims and cross-claims made in such action), and shall be entitled to
the advancement Expenses with respect to such action, unless as a part of such
action the court having jurisdiction over such action determines that each of
Indemnitee’s material defenses to such action were made in bad faith or were
frivolous.


    
      
         


      

      
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    14.       Notice. All notices,
requests, demands and other communications under this Agreement shall be in
writing and shall be deemed duly given (i) if delivered by hand and receipted
for by the party addressee, on the date of such receipt, or (ii) if mailed by
domestic certified or registered mail with postage prepaid, on the third
business day after the date postmarked. Addresses for notice to either party are
as shown on the signature page of this Agreement, or as subsequently modified by
written notice.

    


    15.       Consent to
Jurisdiction. The Company and Indemnitee each hereby irrevocably consent
to the jurisdiction of the courts of the State of New Jersey for all purposes in
connection with any action or proceeding which arises out of or relates to this
Agreement and agree that any action instituted under this Agreement shall be
commenced, prosecuted and continued only in the Superior Court of the State of
New Jersey in and for Middlesex County, which shall be the exclusive and only
proper forum for adjudicating such a claim.

    


    16.       Severability. The
provisions of this Agreement shall be severable in the event that any of the
provisions hereof (including any provision within a single section, paragraph or
sentence) are held by a court of competent jurisdiction to be invalid, void or
otherwise unenforceable, and the remaining provisions shall remain enforceable
to the fullest extent permitted by law. Furthermore, to the fullest extent
possible, the provisions of this Agreement (including, without limitations, each
portion of this Agreement containing any provision held to be invalid, void or
otherwise unenforceable, that is not itself invalid, void or unenforceable)
shall be construed so as to give effect to the intent manifested by the
provision held invalid, illegal or unenforceable.

    


    17.        Choice of Law. This
Agreement shall be governed by and its provisions construed and enforced in
accordance with the laws of the State of New Jersey, as applied to contracts
between New Jersey residents, entered into and to be performed entirely within
the State of New Jersey, without regard to the conflict of laws principles
thereof.

    


    18.       Subrogation. In the
event of payment under this Agreement, the Company shall be subrogated to the
extent of such payment to all of the rights of recovery of Indemnitee, who shall
execute all documents required and shall do all acts that may be necessary to
secure such rights and to enable the Company effectively to bring suit to
enforce such rights.


    
      
         


      

      
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    19.       Amendment and
Termination. No amendment, modification, termination or cancellation of
this Agreement shall be effective unless it is in writing signed by both the
parties hereto. No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provisions hereof (whether or
not similar) nor shall such waiver constitute a continuing waiver.

    


    20.       Integration and Entire
Agreement. This Agreement sets forth the entire understanding between the
parties hereto and supersedes and merges all previous written and oral
negotiations, commitments, understandings and agreements relating to the subject
matter hereof between the parties hereto.

    


    21.       No Construction as
Employment Agreement. Nothing contained in this Agreement shall be
construed as giving Indemnitee any right to be retained in the employ of the
Company or any of its subsidiaries.

    


    **********


    
      
         


      

      
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    IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first above
written.

    


    
      
        
          
            
              
                	
                        SENESCO
      TECHNOLOGIES, INC.

                      
	 
      	 
      
	 
      	/s/
      Joel Brooks
	
                        By:

                      	
                        Joel
      Brooks

                      
	
                        Title:

                      	
                        Chief
      Financial Officer, Treasurer and
Secretary

                      


              

            

          

        

      

    

    


    AGREED TO
AND ACCEPTED:

     

    INDEMNITEE:

    


    
      
        
          
            
              	s/s
      Leslie J. Browne, Ph.D.
	
                      (signature)

                    
	 
      
	Leslie
      J. Browne, Ph.D.
	
                      (print
      name)

                    
	 
      
	 
      
	
                      (address)