EXHIBIT
10.2

     

    SECURITIES
PURCHASE AGREEMENT

     

    This SECURITIES PURCHASE
AGREEMENT (this "Agreement"), dated as of July 29, 2009, by and among
Senesco Technologies, Inc., a Delaware corporation (the "Company"), and Cato
Holding Company, a North Carolina corporation ( the "Purchaser").

     

    W I T N E S S E T H :

     

    WHEREAS, the Company is
currently indebted to Purchaser in an amount in excess of one hundred
seventy-five thousand dollars (US$175,000); and

     

    WHEREAS, the Purchaser is
willing to purchase certain securities from the Company in exchange for the
indebtedness and the Company is willing to issue such securities pursuant to the
terms of this Agreement; ;

     

    NOW, THEREFORE, in
consideration of the promises and the mutual covenants contained herein, the
parties hereto, intending to be legally bound, hereby agree as
follows:

     

    SECTION
I

     

    PURCHASE AND SALE OF THE
SECURITIES

     

    A.           Purchase and
Sale.  Subject to the terms and conditions of this Agreement
and on the basis of the representations, warranties, covenants and agreements
herein contained, the Purchaser agrees to purchase at the Closing and the
Company hereby agrees to sell and issue to the Purchaser at the Closing the
following securities:  (a) one hundred ninety-four thousand four
hundred forty-four (194,444) shares (the "Shares") of the Company's common
stock, $0.01 par value per share (the "Common Stock"); (b) a warrant to purchase
one hundred seventy-five thousand (175,000) shares of Common Stock at an
exercise price of $0.01 per share (“Warrant A”); and (c) a warrant to purchase
one hundred seventy-seven thousand, four hundred thirty-one (177,431) shares of
Common Stock at an exercise price of $0.60 per share (“Warrant B” and
collectively with Warrant A,  the
"Warrants").    The Warrants, together with the Shares,
shall be referred to herein collectively as the "Securities."

     

    B.           Price.  The
purchase price for the Securities shall be one hundred seventy-five thousand
dollars (US$175,000).

     

    C.           Warrant
A.  Warrant A shall (i) be in the form of Exhibit A attached
hereto,  (ii) have a seven (7) year term, (iii) be exercisable
immediately, and (iv) entitle the Purchaser and/or its designees, as the case
may be,  to purchase an aggregate of 175,000 shares of the Company’s
Common Stock at an exercise price of $0.01 per share.

     

    D.           Warrant
B.  Warrant B shall (i) be in the form of Exhibit B attached
hereto, (ii) have a seven (7) year term, (iii) be exercisable in full beginning
six (6) months from the date of issuance, and (iv) entitle the Purchaser and/or
its designees, as the case may be, to purchase an aggregate of 177,431 shares of
the Company’s Common Stock at an exercise price of $0.60 per
share..

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
II

     

    REPRESENTATIONS,
WARRANTIES, COVENANTS

    AND AGREEMENTS OF THE
COMPANY

     

    Except as
disclosed in the Schedules attached hereto (“Schedules”) or as disclosed in, and
reasonably apparent from, any report, schedule, form or other document filed
with, or furnished to, the U.S. Securities and Exchange Commission (“SEC”) and
publicly available prior to the date of this Agreement, the Company represents
and warrants to, and covenants and agrees with, the Purchaser, as of the date
hereof, that:

     

    A.           Organization; Good
Standing.  The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware and has
full corporate power and authority to own its properties and to conduct the
business in which it is now engaged.

     

    B.           Authority.  Except
as set forth on Schedule IIB, the Company has the full corporate power,
authority and legal right to execute and deliver this Agreement and to perform
all of its obligations and covenants hereunder, and no consent or approval of
any other person or governmental authority is required therefore.  The
execution and delivery of this Agreement by the Company, the performance by the
Company of its obligations and covenants hereunder and the consummation by the
Company of the transactions contemplated hereby have been duly authorized by all
necessary corporate action.  This Agreement constitutes a valid and
legally binding obligation of the Company, enforceable against the Company in
accordance with its terms, except as the enforceability thereof may be limited
by bankruptcy, insolvency or other similar laws affecting the enforceability of
creditors' rights in general or by general principles of equity.

     

    C.           No Legal Bar;
Conflicts.  Neither the execution and delivery of this
Agreement, nor the consummation of the transactions contemplated hereby,
violates any provision of the Certificate of Incorporation, as amended, or
By-Laws of the Company or any law, statute, ordinance, regulation, order,
judgment or decree of any court or governmental agency, or conflicts with or
results in any breach of any of the terms of or constitutes a default under or
results in the termination of or the creation of any lien pursuant to the terms
of any contract or agreement to which the Company is a party or by which the
Company or any of its assets is bound.

     

    D.           Non-Assessable
Shares.  The Securities being issued hereunder, subject to the
Company’s receipt of stockholder approval for an increase in the number of its
authorized shares, will be duly authorized and, the Shares, when issued to the
Purchaser for the consideration herein provided, and the shares of Common Stock
issued upon the proper exercise of the Warrants, will be validly issued, fully
paid and non-assessable.

     

    E.           SEC Documents; Financial
Statements.  During the two years prior to the date hereof, the
Company has timely filed all reports, schedules, forms, statements and other
documents required to be filed by it with the the SEC pursuant to the reporting
requirements of the Securities Exchange Act of 1934 (the “1934 Act”) (all of the
foregoing filed prior to the date 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    hereof or
prior to the Closing Date, and all exhibits included therein and financial
statements and schedules thereto and documents incorporated by reference therein
being hereinafter referred to as the "SEC Documents").  The Company
has made available to the Purchaser or their respective representatives true,
correct and complete copies of the SEC Documents not available on the EDGAR
system.  As of their respective dates, the SEC Documents complied in
all material respects with the requirements of the 1934 Act and the rules and
regulations of the SEC promulgated thereunder applicable to the SEC Documents,
and none of the SEC Documents, at the time they were filed with the SEC,
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.  As of their respective dates, the financial statements of
the Company included in the SEC Documents complied as to form in all material
respects with applicable accounting requirements and the published rules and
regulations of the SEC with respect thereto.  Such financial
statements have been prepared in accordance with generally accepted accounting
principles, consistently applied, during the periods involved (except (i) as may
be otherwise indicated in such financial statements or the notes thereto, or
(ii) in the case of unaudited interim statements, to the extent they may exclude
footnotes or may be condensed or summary statements) and fairly present in all
material respects the financial position of the Company as of the dates thereof
and the results of its operations and cash flows for the periods then ended
(subject, in the case of unaudited statements, to normal year-end audit
adjustments).  No other information provided by or on behalf of the
Company to the Purchaser which is not included in the SEC Documents, including,
without limitation, information provided to any Purchaser by the Company in
anticipation of this transaction, contains any untrue statement of a material
fact or omits to state any material fact necessary in order to make the
statements therein, in the light of the circumstance under which they are or
were made, not misleading.

     

    F.           Absence of Certain
Changes.  Except in the ordinary course of business, since July
28, 2009, there has been no material adverse change and no material adverse
development in the business, properties, operations, condition (financial or
otherwise), results of operations or prospects of the Company or its
subsidiaries.  Since July 28, 2009, the Company has not (i) declared
or paid any dividends, (ii) sold any assets, individually or in the aggregate,
in excess of $500,000 outside of the ordinary course of business or (iii) had
capital expenditures, individually or in the aggregate, in excess of
$500,000.  The Company has not taken any steps to seek protection
pursuant to any bankruptcy law nor does the Company have any knowledge or reason
to believe that its creditors intend to initiate involuntary bankruptcy
proceedings or any actual knowledge of any fact which would reasonably lead a
creditor to do so.

     

    G.           No Undisclosed Events,
Liabilities, Developments or Circumstances.  Except as set
forth on Schedule IIG, no event, liability, development or circumstance has
occurred or exists, or is contemplated to occur, with respect to the Company or
its subsidiaries or their respective business, properties, prospects, operations
or financial condition, that would be required to be disclosed by the Company
under applicable securities laws on a registration statement on Form S-1 filed
with the SEC relating to an issuance and sale by the Company of its Common Stock
and which has not been publicly announced.

     

    H.           Foreign Corrupt
Practices.  Neither the Company, nor any of its subsidiaries,
nor any director, officer, agent, employee or other person acting on behalf of
the Company or any of 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    its
subsidiaries has, in the course of its actions for, or on behalf of, the Company
(i) used any corporate funds for any unlawful contribution, gift, entertainment
or other unlawful expenses relating to political activity; (ii) made any direct
or indirect unlawful payment to any foreign or domestic government official or
employee from corporate funds; (iii) violated or is in violation of any
provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv)
made any unlawful bribe, rebate, payoff, influence payment, kickback or other
unlawful payment to any foreign or domestic government official or
employee.

     

    I.           Sarbanes-Oxley
Act.  The Company is in compliance with any and all applicable
requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date
hereof, and any and all applicable rules and regulations promulgated by the SEC
thereunder that are effective as of the date hereof, except where such
noncompliance would not have, individually or in the aggregate, a material
adverse effect.

     

    J.           Intellectual Property
Rights.  The Company and its subsidiaries own or possess
adequate rights or licenses to use all trademarks, trade names, service marks,
service mark registrations, service names, patents, patent rights, copyrights,
inventions, licenses, approvals, governmental authorizations, trade secrets and
other intellectual property rights ("Intellectual Property Rights") necessary to
conduct their respective businesses as now conducted.  None of the
Company's Intellectual Property Rights have expired or terminated, or are
expected to expire or terminate within three years from the date of this
Agreement, except for rights which are not necessary to conduct its business as
now conducted.  The Company does not have any knowledge of any
infringement by the Company or its subsidiaries of Intellectual Property Rights
of others.  There is no claim, action or proceeding being made or
brought, or to the knowledge of the Company, being threatened, against the
Company or any of its subsidiaries regarding its Intellectual Property
Rights.  The Company is unaware of any facts or circumstances which
might give rise to any of the foregoing infringements or claims, actions or
proceedings.  The Company and its subsidiaries have taken reasonable
security measures to protect the secrecy, confidentiality and value of all of
their Intellectual Property Rights.

     

    SECTION
III

     

    REPRESENTATIONS,
WARRANTIES, COVENANTS

    AND AGREEMENTS OF THE
PURCHASER

     

    The
Purchaser represents and warrants to, and covenants and agrees with, the
Company, as of the date hereof, that:

     

    A.           Organization.  The
Purchaser is, and as of the Closing will be, duly organized, validly existing
and in good standing under the laws of its jurisdiction of
organization.

     

    B.           Authorization.  The
Purchaser has, and as of the Closing will have, all requisite power and
authority to execute, deliver and perform this Agreement and to consummate the
transactions contemplated hereby.  The execution, delivery and
performance of this Agreement, and the consummation of the transactions
contemplated hereby, have been duly and validly authorized by all necessary
action on the part of the Purchaser.  This Agreement has been duly
executed and delivered by the Purchaser and constitutes its legal, valid and
binding obligation, enforceable against the Purchaser in accordance with its
terms, except as the enforceability 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    thereof
may be limited by bankruptcy, insolvency or other similar laws affecting the
enforceability of creditors' rights in general or by general principles of
equity.

     

    C.           No Legal Bar;
Conflicts.  Neither the execution and delivery of this
Agreement, nor the consummation by the Purchaser of the transactions
contemplated hereby, violates any law, statute, ordinance, regulation, order,
judgment or decree of any court or governmental agency applicable to the
Purchaser, or violates, or conflicts with, any contract, commitment, agreement,
understanding or arrangement of any kind to which the Purchaser is a party or by
which the Purchaser is bound.

     

    D.           No
Litigation.  No action, suit or proceeding against the
Purchaser relating to the consummation of any of the transactions contemplated
by this Agreement nor any governmental action against the Purchaser seeking to
delay or enjoin any such transactions is pending or, to the Purchaser's
knowledge, threatened.

     

    E.           Investment
Intent.  The Purchaser: (i) is an accredited investor within
the meaning of Rule 501(a) under the Securities Act of 1933, as amended (the
"Act"); (ii) is aware of the limits on resale imposed by virtue of the nature of
the transactions contemplated by this Agreement, specifically the restrictions
imposed by Rule 144 of the Act, and is aware that the certificates representing
the Purchaser's respective ownership of the Securities will bear related
restrictive legends; and (iii) except as otherwise set forth herein, is
acquiring the shares of the Company hereunder without registration under the Act
in reliance on the exemption from registration contained in Section 4(2) of the
Act and/or Rule 506 promulgated pursuant to Regulation D of the Act, for
investment for its own account, and not with a view toward, or for sale in
connection with, any distribution thereof, nor with any present intention of
distributing or selling such shares.  The information contained in the
Accredited Investor Questionnaire in the form of Exhibit C attached
hereto and delivered by the Purchaser in connection with this Agreement is true
and complete in all respects.  The Purchaser has been given the
opportunity to ask questions of, and receive answers from, the officers of the
Company regarding the Company, its current and proposed business operations and
the Securities, and the officers of the Company have made available to the
Purchaser all documents and information that the Purchaser has requested
relating to an investment in the Company.  The Purchaser has been
given the opportunity to retain competent legal counsel in connection with the
purchase of the Securities and acknowledges that the Company has relied upon the
Purchaser's representations in this Section 3 in offering and selling the
Securities to the Purchaser.

     

    G.           Economic Risk; Restricted
Securities.  The Purchaser recognizes that the investment in
the Securities involves a number of significant risks.  The foregoing,
however, does not limit or modify the representations, warranties and agreements
of the Company in Section 2 of this Agreement or the right of the Purchaser to
rely thereon.  The Purchaser is able to bear the economic risks of an
investment in the Securities for an indefinite period of time, has no need for
liquidity in such investment and, at the present time, can afford a complete
loss of such investment.

     

    H.           Access to Information.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (i)  The
Purchaser has had access to all reports required to be filed by the Company (the
“SEC Reports”)
under the 1934 Act.

     

    (ii)  The
Purchaser represents that it has had the opportunity to ask questions of, and
receive answers from, the Company regarding the foregoing
documents.

     

    I.           
Suitability.  The
Purchaser has carefully considered, and has, to the extent the Purchaser deems
it necessary, discussed with the Purchaser's own professional legal, tax and
financial advisers the suitability of an investment in the Securities for the
Purchaser's particular tax and financial situation, and the Purchaser has
determined that the Securities is a suitable investment.

     

    J.           
Legend.  The
Purchaser acknowledges that the certificates evidencing the Securities will bear
the following legend:

     

    THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT").  THE SHARES HAVE BEEN
ACQUIRED FOR INVESTMENT AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD OR
TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES
UNDER SUCH ACT OR AN OPINION OF COUNSEL TO THE ISSUER THAT REGISTRATION IS NOT
REQUIRED UNDER THE ACT.

     

    The
Company acknowledges and agrees that Purchaser may from time to time, after the
Closing Date (as defined below), pledge pursuant to a bona fide margin agreement
with a registered broker-dealer, or grant a security interest in some or all of
the Securities to a financial institution that is an “accredited investor” as
defined in Rule 501(a) under the Act and who agrees in writing to be bound by
the provisions of this Agreement and, if required under the terms of such
arrangement, such Purchaser may transfer pledged or secured Securities to the
pledgees or secured parties. In addition, the Company acknowledges and agrees
that Purchaser may from time to time assign and transfer certain Warrants to
members of Purchaser’s senior management, provided that each such assignee is an
“accredited investor” as defined in Rule 501(a) under the Act and agrees in
writing to be bound by the provisions of this Agreement, Warrant A and/or
Warrant B, as the case may be. Any such assignment, pledge or transfer would not
be subject to approval of the Company and no legal opinion of legal counsel of
the assignee, pledgee, secured party or pledgor shall be required in connection
therewith, provided that any such transfer would comply with applicable federal
and state securities laws.  Further, no notice shall be required of
such pledge.  At the appropriate Purchaser’s expense, the Company will
execute and deliver such reasonable documentation as an assignee, pledgee or
secured party of Securities may reasonably request in connection with an
assignment, pledge or transfer of the Securities.

     

    Certificates
evidencing the Securities shall not be required to contain such legend or any
other legend (i) following any sale of such Securities pursuant to Rule 144,
(ii) if 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    such
Securities are eligible for sale under Rule 144, or (iii) such legend is not
required under applicable requirements of the Act (including judicial
interpretations and pronouncements issued by the staff of the SEC), in each such
case (i) through (iii) to the extent reasonably determined by the Company’s
legal counsel.  At such time and to the extent a legend is no longer
required for the Securities, the Company will use its best efforts to no later
than five (5) trading days following the delivery by a Purchaser to the Company
or the Company’s transfer agent of a legended certificate representing such
Securities (together with such accompanying documentation or representations as
reasonably required by counsel to the Company) (such fifth trading day, the
“Legend Removal Date”), deliver or cause to be delivered a certificate
representing such Securities that is free from the foregoing legend or any other
legend.

     

    In
addition to a Purchaser’s other available remedies, the Company shall pay to a
Purchaser, in cash, as partial liquidated damages and not as a penalty, for each
$1,000 of Securities (based on the VWAP of the Common Stock on the date such
Securities are submitted to the Company’s transfer agent) delivered for removal
of the restrictive legend and subject to this section, $10 per trading day
(increasing to $20 per trading day five (5) trading days after such damages have
begun to accrue) for each trading day after the second trading day following the
Legend Removal Date until such certificate is delivered without a
legend.  Nothing herein shall limit such Purchaser’s right to pursue
actual damages for the Company’s failure to deliver certificates representing
any Securities as required, and such Purchaser shall have the right to pursue
all remedies available to it at law or in equity including, without limitation,
a decree of specific performance and/or injunctive
relief.  Notwithstanding anything herein to the contrary, in no event
will the Company be obligated to make payments to any Purchaser under this
section in excess of 5% of the aggregate amount invested by such
Purchaser.

     

    The
Purchaser agrees that the removal of the restrictive legend from certificates
representing Securities as set forth in this Section is predicated upon the
Company’s reliance that the Purchaser will sell any Securities pursuant to
either the registration requirements of the Act, including any applicable
prospectus delivery requirements, or an exemption therefrom, and that if
Securities are sold pursuant to a Registration Statement, they will be sold in
compliance with the plan of distribution set forth therein.

     

    K.  Registration of the
Securities.
The Securities have not been and are not being registered under the Act or any state
securities laws, and may not be offered for sale, sold, assigned or
transferred.  The Company and the Purchaser agree to rely on Rule 144 of the
Securities Act, when applicable, in the event a Purchaser desires to undertake
any resale of any of the Securities.

     

    SECTION
IV

     

    THE CLOSING AND CONDITIONS
TO CLOSING

     

    A.           Time and Place of the
Closing.  The closing shall be held at the offices of Morgan,
Lewis & Bockius, 502 Carnegie Center, Princeton, New Jersey 08540 as soon a
practicable following the satisfaction of the Company of all of the conditions
to closing, as set forth below, 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (the
"Closing Date"), or such other time and place as the Company and the Purchaser
may mutually agree.

     

    (i)  Delivery by the
Company.  Delivery of the Securities shall be made by the
Company, or by its transfer agent, as applicable, to the Purchaser as soon as
reasonably practicable after the Closing Date by delivering certificates
representing their respective portion of Securities as set forth on the
signature pages attached hereto, each such certificate to be accompanied by any
requisite documentary or transfer tax stamps.

     

    (ii)  Other Conditions to
Closing.  As of the Closing Date

     

    
      (a)    all
requisite action by the Company's Board of Directors shall have been taken
pursuant to the By-Laws of the Company;

    

     

    
      (b)    The
representations and warranties of the Company set forth herein shall be true and
correct; and

    

     

    (c)    the Company
shall have obtained the requisite stockholder vote necessary to legally
consummate the transactions contemplated hereby.  Should this
condition to closing no longer be legally necessary, then the parties can
mutually agree to waive this condition to closing.

     

    In the event the Company is unable to
obtain, if necessary, the requisite stockholder vote necessary to legally
consummate the transactions contemplated hereby (the "Stockholder Approval”) by
December 31, 2009, then the obligations of the Purchaser and the Company to each
other pursuant to this Agreement shall terminate.   In the event
that Stockholder Approval is not obtained by the Company by December 31, 2009,
then the indebtedness shall be reinstated in full and become due and owing to
the Purchaser on December 31, 2009, with interest thereon at the rate otherwise
due under the documents of indebtedness between the Purchaser and the
Company.

     

    SECTION
V

     

    MISCELLANEOUS

     

    A.           Entire
Agreement.  This Agreement contains the entire agreement
between the parties hereto with respect to the transactions contemplated hereby,
and no modification hereof shall be effective unless in writing and signed by
the party against which it is sought to be enforced.

     

    B.           Invalidity,
Etc.  If any provision of this Agreement, or the application of
any such provision to any person or circumstance, shall be held invalid by a
court of competent jurisdiction, the remainder of this Agreement, or the
application of such provision to persons or circumstances other than those as to
which it is held invalid, shall not be affected thereby.

     

    C.           Headings.  The
headings of this Agreement are for convenience of reference only and are not
part of the substance of this Agreement.

     

    D.           Binding
Effect.  This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
assigns.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    E.           Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware applicable in the case
of agreements made and to be performed entirely within such State, without
regard to principles of conflicts of law, and the parties hereto hereby submit
to the exclusive jurisdiction of the state and federal courts located in the
State of Delaware.

     

    F.           Counterparts.  This
Agreement may be executed in one or more identical counterparts, each of which
shall be deemed an original but all of which together will constitute one and
the same instrument.

     

    * * * * *
*

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      IN WITNESS WHEREOF, this
Agreement has been duly executed by the parties hereto as of the date first
above written.

       

      COMPANY:

       

       

      SENESCO
TECHNOLOGIES, INC.

       

       

      By: 
/s/ Bruce C. Galton

        
          

        

      

      Name: 
Bruce C. Galton

      Title:   
President and Chief Executive Officer

       

       

      PURCHASER:

       

       

      CATO
HOLDING COMPANY

       

       

      By: 
/s/ Shawn K. Singh, JD 

        
          

        

      

      Name:
Shawn K. Singh, JD

      Title:  
Managing Principal

       

      Address:

      
        
          

        

         

        
          

        

      

      Telecopy:

      
        
          

        

      

      


      


      
        	
                (a)

              	
                Investment
      Amount: Purchaser’s cancellation of $175,000 of  the Company’s
      indebtedness to Purchaser

              


      

       

      
        	
                (b)

              	
                Number
      of shares of Common Stock: 194,444
shares

              


      

       

      
        	
                (c)

              	
                Warrants
      to purchase shares of Common Stock:

              


      

      
        Warrant
A:  175,000 warrant shares

        Warrant
B:  177,431 warrant shares

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
A

    Form
of Warrant

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
B

    Form
of Warrant

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
C

    Senesco
Technologies, Inc.

    Confidential
Purchaser Questionnaire

    


    


    Before
any sale of securities in the above-captioned Company can be made to you, this
Questionnaire must be completed and returned to Joel Brooks.  Defined
terms herein shall have the same meaning as set forth in the underlying
Securities Purchase Agreement.

     

    


    1.           Please
check one of the following that accurately describes your status as either an
accredited investor (Item 1, A through H) or a nonaccredited investor (Item 2)
at the time of your purchase of the securities.  Only accredited
investors may participate in this offering.

    


    (1)           Purchaser
is an "accredited investor" as that term is defined in Regulation D adopted
pursuant to the Securities Act of 1933, as amended (the "Securities Act") (i.e. qualifying for one
or more of the categories set forth below):

    


    
      	 	

              ______

            	

              (A)

            	

              an
      individual whose individual net worth, or joint net worth with that
      individual's spouse, exceeds $1,000,000;

            
	 	 	 	 
	 	

              ______

            	

              (B)

            	

              an
      individual who had an individual income in excess of $200,000 in each of
      the last two calendar years or joint income with that person's spouse in
      excess of $300,000 in each of those years and who reasonably expects to
      reach the same income level in the current calendar year.  For
      purposes of this offering, individual income shall equal adjusted gross
      income, as reported in the investor's federal income tax return, less any
      income attributable to a spouse or to property owned by the spouse, and as
      may be further adjusted in accordance with the rules, regulations, and
      releases of the Securities and Exchange Commission;

            
	 	 	 	 
	
               
      

            	
              ______

            	
              (C)

            	
              a
      bank as defined in Section 3(a)(2) of the Securities Act, or a savings and
      loan association or other institution as defined in Section 3(a)(5)(A) of
      the Securities Act, whether acting in its individual or fiduciary
      capacity; an insurance company as defined in Section 2(13) of the
      Securities Act; an investment company registered under the Investment
      Company Act of 1940 (the "1940 Act") or a business development company as
      defined in Section 2(a)(48) of the 1940 Act; a Small Business Investment
      Company licensed by the U.S. Small Business Administration under Section
      301(c) or (d) of the Small Business Investment Act of 1958; or an employee
      benefit plan within the meaning of Title I of the Employee Retirement
      Income Security Act of 1974 ("ERISA"), if the investment decision is made
      by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either
      a bank, savings and loan association, insurance company or registered
      investment adviser, or if the employee benefit plan has total assets in
      excess of $5,000,000 or if a self-directed plan, with investment decisions
      made solely by persons that are accredited
  investors;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
               
      

            	
              ______

            	
              (D)

            	
              a
      private business development company as defined in Section 202(a)(22) of
      the Investment Advisers Act of
1940;

            


    

    


    
      	
               
      

            	
              ______

            	
              (E)

            	
              an
      organization described in Section 501(c)(3) of the Internal Revenue Code,
      a corporation, a Massachusetts or similar business trust, or a
      partnership, not formed for the specific purpose of acquiring the
      Securities;

            


    

    


    
      	
               
      

            	
              ______

            	
              (F)

            	
              an
      entity in which all of the equity owners are accredited investors as set
      forth above;

            


    

    


    
      	
               
      

            	
              ______

            	
              (G)

            	
              a
      trust (other than a Massachusetts or similar business trust) with total
      assets in excess of $5 million, not formed for the specific purpose of
      investing in the Company, whose purchase is directed by a person who has
      such knowledge and experience in financial and business matters that he is
      capable of evaluating the merits and risks of the prospective investment;
      or

            


    

    


    
      	
               
      

            	
              ______

            	
              (H)

            	
              an
      individual who is a director or executive officer of the
      Company.

            


    

    


    


    IF
YOU ARE NOT AN ACCREDITED INVESTOR AS DESCRIBED ABOVE, PLEASE MARK
HERE:

    


    ______   (2)  Purchaser
is not an accredited investor as set forth in the criteria in (1) above, but is
otherwise equally qualified, sophisticated and able to make the investment
contemplated hereby.

    


    2.           Purchaser
has reviewed such Purchaser's financial condition and commitments, alone and
together with Purchaser's advisors, and, based on such review, Purchaser is
satisfied that (a)  Purchaser has adequate means of providing for
Purchaser's financial needs and possible contingencies and has assets or sources
of income which, taken together, are more than sufficient so that Purchaser
could bear the risk of loss of the entire investment in the Stock, (b) Purchaser
has no present or contemplated future need to dispose of all or any portion of
the Securities to satisfy any existing or contemplated undertaking, need or
indebtedness, and (c)  Purchaser is capable of bearing the economic risk of
an investment in the Securities for the indefinite future.

    


    3.           Purchaser
understands that the Securities that may be issued to Purchaser will not have
been registered under the Securities Act or any state securities law by reason
of specific exemptions under the provisions thereof which depend in part upon
the other representations and warranties made by Purchaser in this letter,
including Purchaser's state of residency indicated on the signature page to this
letter. Purchaser understands that the Company is relying upon Purchaser's
representations and warranties contained in this letter for the purpose of
determining whether this transaction meets the requirements for such exemptions.
Purchaser will furnish any 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    addi­tional
information requested by the Company to assure the compliance of this
transaction with applicable federal and state securities laws.

     

    


    


    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    SIGNATURE PAGE TO ACCREDITED
INVESTOR QUESTIONNAIRE

     

    
    

     

    
      	 	

              PURCHASER:

              


              


              ____________________________________

               

              Name
      (print):_________________________

               

              


               

              State
      of Residency: ___________________

               

              


               

              Mailing
      Address:

               

              ____________________________________

               

              ____________________________________

               

              ____________________________________