August
27, 2009





Ms. Judy
Brown, Contracts Manager


Office of
Research


University
of Waterloo


200
University Avenue West


Waterloo,
Ontario, Canada N2L 3G1





Re:
              Amendment
      to Extension and Amendment to Budget and Research Agreement between
      Waterloo, Thompson, and Senesco for a One Year Period From September 1,
      2009 Through August 31, 2010





Dear Ms.
Brown:





Pursuant
to the Research Agreement effective September 1, 1998 (the “Agreement”), copy
attached, between the University of Waterloo (“Waterloo”), Dr. John E. Thompson
(“Thompson”), and Senesco, Inc. (“Senesco”), Waterloo, Thompson and Senesco
hereby agree to extend the Agreement for an additional one year term, effective
September 1, 2009 through August 31, 2010, under the same terms and conditions
provided in the Agreement, except that the parties hereby amend the Budget set
forth in the Revised Budget for Year 11, effective September 1, 2008 to the
amended Revised Annual Budget for Year 12 , attached hereto, effective September
1, 2009 through August 31, 2010.  The Amended Revised Annual Budget
for Year 12 supercedes and replaces the Revised Budget for Year 11 of the
Agreement for all work commencing on or after September 1, 2009.





Very
      truly yours,/s/
      Bruce C. GaltonBruce
      C. GaltonPresidentSenesco,
      Inc.





Agreed
      and Accepted:/s/
      John Thompson, Ph.D.University
      of Waterloo/s/
      John Thompson, Ph.D.Dr.
      John Thompson,
Ph.D.





REVISED
ANNUAL BUDGET


YEAR
11





PERIOD: September
1, 2009 – August 31, 2010





Salaries
                                  
                                  Cdn $/Month
                                  
                                  
                                  Cdn $/12 MonthsSenior
      Research Associate
                                  
                                  $
                                  8,145.83
                                  
                                  
                                  $
                                  97,750.00($85,000/year
      + 15% benefits)Senior
      Research Associate
                                  
                                  
                                  7,666.67
                                  
                                  
                                  
                                  92,000.00($80,000/year
      + 15% benefits)Research
      Associate
                                  
                                  
                                  4,312.50
                                  
                                  
                                  
                                  51,750.00($45,000/year
      + 15% benefits)Research
      Associate
                                  
                                  
                                  4,312.50
                                  
                                  
                                  
                                  51,750.00($45,000/year
      + 15% benefits)Research
      Associate
                                  
                                  
                                  3,833,33
                                  
                                  
                                  
                                  46,000.00($40,000/year
      + 15% benefits)Research
      Associate
                                  
                                  
                                  1,916,67
                                  
                                  
                                  
                                  23,000.00($20,000/year
      + 15% benefits)Research
      Associate
                                  
                                  
                                  1,916,67
                                  
                                  
                                  
                                  23,000.00($20,000/year
      + 15% benefits)SuppliesOperating
      Expenses
                                  
                                  
                                  10,000.00
                                  
                                  
                                  
                                  120,000.00Subtotal
                                  
                                  
                                  42,104.17
                                  
                                  
                                  
                                  505,250.00Overhead30%
      on total direct costs
                                  
                                  
                                  12,631,25
                                  
                                  
                                  
                                  151,575.00TOTAL
      ANNUAL BUDGET
                                  
                                  $
                                  54,735,42
                                  
                                  
                                  $
                                  656,825.00