Exhibit
10.38


 


SENESCO
TECHNOLOGIES, INC.


 


INDEMNIFICATION
AGREEMENT


 


This Indemnification
Agreement (“Agreement”) is made as of October 8, 2003 by and between
Senesco Technologies, Inc., a Delaware corporation (the “Company”), and John N.
Braca (“Indemnitee”).


 


WHEREAS,
Indemnitee is a director of the Company and performs valuable services in such
capacities 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 a director, 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 l(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 l(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


 


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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.


 


(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 (1)(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 Chief Executive Officer 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


 


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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.


 


(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


 


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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.


 


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 Mercer 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/ Sascha P. Fedyszyn

  	
   

  
	
   

  	
  By:

  	
  Sascha P. Fedyszyn

  
	
   

  	
  Title:

  	
  Vice President of
  Corporate Development and

  Secretary

  
	
   

  
	
  AGREED TO AND ACCEPTED:

  
	
   

  
	
  INDEMNITEE:

  
	
   

  
	
   

  
	
  /s/ John Braca

  	
   

  
	
  (signature)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (print name)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (address)