March 4, 2010

    Via Federal
Express

    Senesco
Technologies, Inc.

    303
George St., Suite 420

    New
Brunswick, New Jersey 08901

    Attention:  Joel
Brooks, Chief Financial Officer

    


    Re:  Senesco Technologies,
Inc.

    


    Mr.
Brooks:

    


    In accordance with the terms of those
certain secured convertible debentures, as set forth in detail on Schedule A attached
hereto, (the “Notes”) which were issued in connection with that certain
Securities Purchase Agreement, dated August 29, 2007, by and between Senesco
Technologies, Inc. and Stanford Venture Capital Holdings, Inc. (“Stanford”) as
such Notes were further sold to the undersigned (the “Holders”) pursuant to that
Purchase and Sale Agreement dated as of November 6, 2009 by and between Stanford
and the Holders, the Holders, jointly and severally, hereby acknowledge and
agree as follows:

    


    
      	
               
      

            	
              1.

            	
              The
      Notes shall be converted into shares of Company common stock, par value
      $0.01,  (the “Conversion
      Shares”) at a price per share price of $0.83 immediately following
      the receipt of the approval of the stockholders of the Company at a
      meeting called for such purpose (the “Conversion
  Date”).

            


    

    


    
      	
               
      

            	
              2.

            	
              Issuance
      of the Conversion Shares shall be in exchange for and in full satisfaction
      of the Company’s obligations under the Notes.  Immediately
      following the issuance of the Conversion Shares, the Notes shall be
      automatically cancelled and shall be of no further force or
      effect.

            


    

    


    
      	
               
      

            	
              3.

            	
              Promptly
      following the Conversion Date, the Holders will return to the Company the
      originally executed Notes marked
cancelled.

            


    

     

     

    
 

    [End of text.]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the signatories hereto have executed this letter as of the date
set forth above.

    


    


    


    
      	 
      	
              By: 
      /s/ Christopher
      Forbes

            
	 
      	
              Christopher
      Forbes

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
              

                By: 
      /s/ Rudolf
      Stalder

              

            
	 
      	
              Rudolf
      Stalder

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
              

                By: 
      /s/ Harlan
      W. Waksal, M.D.

              

            
	 
      	
              Harlan
      W. Waksal, M.D.

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
              

                By: 
      /s/ David
      Rector

              

            
	 
      	
              David
      Rector

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
              

                By: 
      /s/ John
      N. Braca

              

            
	 
      	
              John
      N. Braca

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
              

                By: 
      /s/ Jack
      Van Hulst

              

            
	 
      	
              Jack
      Van Hulst

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
              

                By: 
      /s/ Warren
      Isabelle

              

            
	 
      	
              Warren
      Isabelle

            
	 
      	 
      
	 
      	 
      
	 
      	
              THOMAS
      C. QUICK CHARITABLE FOUNDATION

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
              

                By:
      /s/ Thomas C.
      Quick

              

            
	 
      	
              Name:
      Thomas C. Quick

            
	 
      	
              Title:

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    Schedule
A