May 25,
2010

     

    Leslie J.
Browne, Ph.D.

    14
Harbourton Ridge Dr.

    Pennington,
NJ 08534

     

    Dear Dr.
Browne:

     

    On behalf
of Senesco Technologies, Inc. (the “Company”), I am
pleased to offer you employment as President and Chief Executive Officer commencing on or about
May 25, 2010.  The purpose of this letter is to summarize the key
binding terms of your employment with the Company.

     

    
      	
              1.

            	
              COMPENSATION

            


    

     

    
      	
               
      

            	
              (a)

            	
              Your
      annual base salary will be $250,000 payable bi-weekly in accordance with
      the Company’s customary payroll practices with your salary to be subject
      to an annual review by the Company in accordance with its compensation
      policies. Naturally, your compensation, including base salary and any
      bonus, is contingent upon your continued employment with the Company and
      will be paid as earned.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      award of any bonus will be determined by the Board of Directors based upon
      the achievement of certain business objectives which will be established
      in advance by the Compensation
Committee.

            


    

     

    
      	
              2.

            	
              BENEFITS

            


    

     

    
      	
               
      

            	
              (a)

            	
              You
      will be entitled to participate, on the same basis as other employees of
      the Company, in any medical and dental benefit maintained by the Company
      for the benefit of its employees in accordance with the terms of those
      plans.  Your participation in such plans shall be subject to all
      terms and conditions of such plans.

            


    

     

    
      	
               
      

            	
              (b)

            	
              You
      will be entitled to participate, on the same basis as other employees of
      the Company, in the Company’s 401(k) plan, with such participation subject
      to all terms and conditions of the 401(k) plan, including any eligibility
      waiting period.

            


    

     

    
      	
               
      

            	
              (c)

            	
              You
      will be entitled to participate in the Company’s 2008 Incentive
      Compensation Plan (the “Plan”) in
      accordance with the terms of that Plan.  The Compensation
      Committee will periodically review and recommend to the Board of Directors
      that you be granted certain options to purchase shares of the Company
      common stock, with an option price equal to the fair market value of the
      stock on the date of grant, under the terms of the
  Plan.

            


    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Leslie J.
Browne, Ph.D

    May 25,
2010

    Page
2

    


    Initially
you will be granted 1,000,000 stock options which shall vest on a schedule as
follows: 25% of the options will vest after one year from grant date (or 250,000
shares) and 1/36 of the remaining options (or 750,000 shares) shall vest on the
first of each month thereafter.  You must be an employee of the
Company on the date that any of the foregoing options vest in order to receive
the vested portion of such options.

     

    The
specific terms of the Plan and any additional options that you may receive,
including the vesting schedule of such option, will be provided as
necessary.  The award of any option shall be subject to the approval
of the Board of Directors. 

     

    
      	
               
      

            	
              (d)

            	
              You
      will be eligible to receive, on the same basis as other employees of the
      Company, any other employee benefits, medical and dental benefits, paid
      holidays, personal days, and sick days, with your eligibility for such
      benefits to be subject to all terms and conditions of the benefits
      applicable to employees generally (which may be modified from time to
      time).  Initially, you will also be entitled to four (4) weeks
      vacation.

            


    

     

    
      	
               
      

            	
              (e)

            	
              In
      the event you are terminated from your employment with the Company without
      Cause during your first year of employment, the Company will pay to you a
      sum as severance benefits equal to six (6) months worth of severance at
      your base salary which is then in effect, (less applicable withholdings)
      which shall be paid over the six (6) month period in accordance with
      normal payroll practices (the “Initial Period”).  The Company
      will also maintain your group medical coverage under the Company’s insured
      health plan for a period of 6 months after any termination during the
      Initial Period.  Any severance benefits, including any medical
      benefits, which may be paid after the Initial Period, shall be determined
      at the discretion of the Board and/or Compensation Committee in accordance
      with customary practices or policies which are in effect at that
      time.   For purposes of this Section 2(e), Cause means any
      of the following:

            


    

     

    
      	
               
      

            	
              (i)

            	
              Your
      failure, other than by reason of disability, to substantially perform
      duties consistent with those expected of a Chief Executive Officer within
      twenty (20) business days following your receipt of written notice of such
      failure (which notice shall have been authorized by the Board of Directors
      and shall set forth in reasonable detail the purported failure to perform
      and the specific steps to cure such failure, which shall be consistent
      with the terms hereof);

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Your
      misappropriation of Company funds or willful misconduct which results in
      material damage to the
Company;

            


    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Leslie J.
Browne, Ph.D

    May 25,
2010

    Page
3

    


    
      	
               
      

            	
              (iii)

            	
              Your
      conviction of, or plea of nolo contendere to, any crime constituting a
      felony under the laws of the United States or any State thereof, or any
      crime constituting a misdemeanor under any such law involving moral
      turpitude; or

            


    

     

    
      	
               
      

            	
              (iv)

            	
              Your
      material breach of any of the material provisions of this letter
      agreement, which breach you have failed to cure within twenty (20)
      business days after receipt of written notice by you of such breach or
      which breach you have failed to begin to attempt to cure during said
      twenty (20)-day period if the breach requires more than the twenty
      (20)-day period to cure.

            


    

     

    
      	
               
      

            	
              (f)

            	
              The
      severance payment set forth in Section 2(e) above shall be subject to your
      timely signing and delivering (and not revoking) a release on terms
      mutually agreeable to you and the
Company.

            


    

     

    
      	
               
      

            	
              (g)

            	
              In
      the event (i) you are terminated by the Company for Cause at any time,
      (ii) you are terminated by the Company for any reason after the one year
      anniversary after your start date, or (iii) if you resign for any reason
      at any time, the Company will only pay you your current base salary up to
      your last day of employment and any unpaid expenses or expense
      reimbursement.

            


    

     

    
      	
              3.

            	
              OTHER TERMS AND
      CONDITIONS OF EMPLOYMENT

            


    

     

    
      	
               
      

            	
              (a)

            	
              This
      offer is contingent upon your execution of our standard Nondisclosure,
      Noncompetition and Invention Assignment Agreement (a copy of which is
      attached for your review and
execution).

            


    

     

    
      	
               
      

            	
              (b)

            	
              It
      will also be necessary for you to provide proof of your eligibility to
      work in the United States.  On your first day of work, you must
      supply us with a completed Employment Verification Form (I-9 attached)
      with required original (photocopies cannot be accepted) supporting
      documents, including a social security card and a driver’s license, birth
      certificate or U.S. Passport.  If you do not have these items,
      please contact us so that we can assist you with other types of documents
      that may be substituted to verify your eligibility for employment should
      these documents be unavailable.

            


    

     

    
      	
               
      

            	
              (c)

            	
              You
      will be required to complete and return at orientation a W-4 federal tax
      withholding form so that we can process your first pay
      period.  In preparing your W-4, remember to write your name
      exactly as it appears on your social security card or work
      visa.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Although
      we sincerely hope that your employment with the Company will be mutually
      satisfying, your employment with the Company is at-will.  This
      means that your employment with the Company can be terminated by the
      Company for any reason, with or without cause, and without prior
      notice.  This also means that you may terminate your employment
      with the Company at any time upon 30-days prior
      notice.  Although the Company has no present intention to do so,
      it necessarily reserves the right to terminate, amend or modify all human
      resources policies and benefits programs described herein without
      notice.

            


    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Leslie J.
Browne, Ph.D

    May 25,
2010

    Page
4

     

    
      	
               
      

            	
              (e)

            	
              While
      you are employed by the Company, you will be expected to devote your full
      working time, energy, skill and experience in the performance of your
      duties, which may be redefined or modified by the Company from time to
      time.  You will devote substantially all of your working time,
      efforts, attention and energies to the business of Senesco. You represent
      and warrant that you currently have no contractual or other obligation
      which is inconsistent with the obligations you will have to the Company if
      you accept the employment offered in this letter.  While you
      render services to the Company, you will not engage in any other gainful
      employment without the written consent of the
  Company.

            


    

     

    
      	
               
      

            	
              (f)

            	
              Without
      the express consent of the Chairman of the Board of the Company, you shall
      have no apparent or implied authority to pledge the credit of the Company,
      to bind the Company under any contract, note, mortgage or other agreement
      outside the ordinary course of Company’s business, to release or discharge
      any debt due the Company, or to sell, mortgage, transfer or otherwise
      dispose of any assets of the
Company.

            


    

     

    
      	
               
      

            	
              (g)

            	
              All
      forms of compensation referred to in this letter are subject to reduction
      to reflect applicable withholding and payroll
  taxes.

            


    

     

    
      	
               
      

            	
              (h)

            	
              It
      is the intention of the parties that the provisions of this Agreement
      comply with the requirements of Code Section 409A and the Treasury
      Regulations thereunder.  Accordingly, to the extent there is any
      ambiguity as to whether one or more provisions of this Agreement would
      otherwise contravene the applicable requirements or limitations of Code
      Section 409A, then those provisions shall be interpreted and applied in a
      manner that does not result in a violation of the applicable requirements
      or limitations of Code Section 409A and the Treasury Regulations
      thereunder.  In no event may you, directly or indirectly,
      designate the calendar year of a payment.  The salary
      continuation payments to which you become entitled in accordance with
      Section 2(e) shall be treated as a right to a series of separate payments
      for purposes of Code Section 409A.

            


    

     

    You have
represented to us that you are under no contractual obligation to refrain from
working for a competitor of any prior employer.  Nonetheless, during
your prior employment, you may have had access to trade secrets or proprietary
information of your prior employer that may continue to be of value to your
prior employer.  That information remains the property of your prior
employer.  Consequently, you must be particularly careful not to
disclose your prior employer’s trade secrets or proprietary information to
anyone within the Company, or to use those trade secrets and proprietary
information in the course of your duties with the Company.  You should
also immediately return to your prior employer any of its property that is
currently in your possession and refrain from bringing any such property onto
the Company’s premises.
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Leslie J.
Browne, Ph.D

    May 25,
2010

    Page
5

     

    If you
agree with the terms and conditions of this offer letter, please indicate below
by signing and dating this letter and the Nondisclosure, Noncompetition and
Invention Assignment Agreement in the spaces provided and return an executed
copy of each to me.

     

    We are
very much looking forward to having you join our team.

     

    Sincerely,

     

    
      
        
          
            
              
                	
                        SENESCO
      TECHNOLOGIES, INC.

                      	 
      
	 
      	 
      
	
                        By:

                      	s/s
      Joel Brooks	 
      
	 
      	
                        Name:
      Joel Brooks

                      	 
      
	 
      	
                        Title:
      Chief Financial Officer

                      	 
      


              

            

          

        

        


        
          
            
              
                
                  
                    
                      	 
      	
                              The
      above terms are acknowledged and

                            
	 
      	
                              agreed
      to by Leslie J. Browne, Ph.D.:

                            
	 
      	 
      	 
      
	 
      	s/s
      Leslie J. Browne, Ph.D.
	 
      	
                                
      

                            	
                              (signature)

                            
	 
      	 
      	 
      
	 
      	
                              Dated: