Letter Agreement


 Exhibit 10.2 
  
 SENETEK PLC 
 620
Airpark Road 
 Napa, California 94558 
  
 September 30, 2004 
  
 To the Holders of the Senetek PLC Series D Warrants to 
 Purchase Ordinary Shares of Senetek PLC 
  
 Gentlemen: 
  
 In connection with certain amendments that are being made to Senetek PLC’s Series A Warrants, Series B Warrants and
Senior Secured Notes pursuant to the Securities Purchase Agreement dated April 14, 1999, as amended by the First Amendment dated June 20, 2001, the Second Amendment dated September 4, 2003 and the Third Amendment dated September 30, 2004, it has
been agreed that Section 7(a)(viii) of each of the Series D Warrant Agreements should be revised to conform to Section 7(a)(viii) of the Second Amended and Restated Series A and Series B Warrant Agreements and to read in its entirety as follows:

  
 “(viii) No adjustment to the Aggregate Number or
Exercise Price shall be made for issuances of (A) options to purchase up to 500,000 Ordinary Shares (excluding the options referenced in (D) below) after the date of this Warrant pursuant to the Company’s No. 1 Executive Share Option Scheme and
No. 2 Executive Share Option Scheme or any other employee, non-executive director or consultant share option scheme approved by the Company’s directors, and Ordinary Shares issuable or issued upon exercise of such options, (B) Ordinary Shares
issued or issuable upon (x) the exercise of options, warrants or rights to subscribe for or purchase Ordinary Shares, or (y) the conversion or exchange of securities convertible into or exchangeable for Ordinary Shares or options, warrants or rights
to subscribe for or purchase Ordinary Shares, in each case only to the extent outstanding on the date of issuance of this Warrant, (C) Ordinary Shares issued pursuant to a transaction described in Section 5(a) or (b) hereof, and (D) options to
purchase an aggregate of 325,000 Ordinary Shares that the Company has committed to grant to Brad Holsworth, and Wade H. Nichols pursuant to the Company’s No. 1 Executive Share Option Scheme.” 
  
 The Company will (upon receipt of your existing Warrant Agreements) issue to
you an Amended and Restated Series D Warrant agreement that reflects (i) the foregoing amendment, (ii) a change to one of the law firms receiving copies of notices and (iii) any exercises made to date. 
  
 A copy of the form of Amended and Restated Series D Warrant is attached
hereto as Annex A. 
  
 As provided in the existing Series D
Warrant Agreements, the amendments to all of the Series D Warrants shall become effective upon the written consent of holders of the Series D Warrants that are exercisable for a number of Ordinary Shares that represent in the aggregate at least a
majority of the total number of Ordinary Shares for which all of the Series D Warrants are presently exercisable. 
  
 If you are in agreement with the foregoing, please sign and return a copy of this letter to the undersigned via facsimile at (707) 226-3999, with an
original executed copy to follow by mail, at your earliest convenience. 







			
	 Very truly yours,

	
	 SENETEK PLC

		
	 By:
	 	 /s/ Bradley D. Holsworth


	 Name:
	 	 Bradley D. Holsworth

	 Title:
	 	 Chief Financial Officer

	
	AGREED AND ACCEPTED BY:
	
	 SILVER CREEK INVESTMENTS, LTD.

		
	 By:
	 	 /s/ Robert T. Tucker


	 Name:
	 	 Robert T. Tucker

	 Title:
	 	 Director

	
	 BOMOSEEN INVESTMENTS, LTD.

		
	 By:
	 	 /s/ Robert T. Tucker


	 Name:
	 	 Robert T. Tucker

	 Title:
	 	 Director

	
	 ELSTREE HOLDINGS, LTD.

		
	 By:
	 	 /s/ Robert T. Tucker


	 Name:
	 	 Robert T. Tucker

	 Title:
	 	 Attorney-in-fact

	
	 DANDELION INVESTMENTS, LTD.

		
	 By:
	 	 /s/ Robert T. Tucker


	 Name:
	 	 Robert T. Tucker

	 Title:
	 	 Attorney-in-fact

	
	 ALBA LIMITED

		
	 By:
	 	 /s/ Robert T. Tucker


	 Name:
	 	 Robert T. Tucker

	 Title:
	 	 Director









 Annex A 
  
 NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE HEREUNDER NOR ANY AMERICAN DEPOSITARY SHARES REPRESENTING THE SECURITIES ISSUABLE HEREUNDER HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND NONE OF THEM MAY BE OFFERED, SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER
THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. 
  

AMENDED AND RESTATED WARRANT 
 to
Purchase [                    ] Ordinary Shares of 
 SENETEK PLC 
  
 Issued: September 4, 2003 
 Expires: March 4, 2011 
  
 Series D 
 NO. [    ]

  
 This Warrant amends and restates in its entirety the Warrant
issued to Holder (as defined below) on September 4, 2003 to purchase the same number of Ordinary Shares (as defined below) set forth. This Warrant certifies that [            ] or its
registered and permitted successors or assigns (“[            ]” or the “Holder”), is entitled to, subject to the terms set forth below, purchase from SENETEK PLC, a
corporation organized under the laws of England (the “Company”), from time to time up to [            ] (            )
duly authorized, validly issued, fully paid and nonassessable Ordinary Shares (as such number may be adjusted pursuant to Section 4(a) and Section 5 herein) which may be exchanged for American Depositary Shares (“ADS”) represented by
American Depositary Receipts (“ADR”) (the Ordinary Shares of the Company, including any shares into which it may be changed, reclassified, or converted, are herein referred to as the “Ordinary Shares”). This Warrant is one of the
Series D Warrants (the “Warrants”) issued pursuant to Section 3 of the Second Amendment to the Securities Purchase Agreement dated as of September 4, 2003 (the “Second Amendment”), which Second Amendment amends that certain
Securities Purchase Agreement, dated as of April 14, 1999, by and between the Company, Silver Creek Investments, Ltd., Bomoseen Investments, Ltd., Dandelion Investments, Ltd. and Elstree Holdings, Ltd. (as amended, the “Securities Purchase
Agreement”). The Ordinary Shares issuable upon exercise of the Warrants (and any other or additional shares, securities or property that may hereafter be issuable upon exercise of the Warrants) are sometimes referred to herein as the
“Warrant Shares,” and the maximum number of shares so issuable under this Warrant is sometimes referred to as the “Aggregate Number” (as such number may be increased or decreased as more fully set forth herein). 
  
 This Warrant is subject to the following provisions, terms and conditions:

  
 Section 1. Exercise of Warrant. 
  
 (a) To exercise this Warrant in whole or in part, the Holder shall deliver to
the Company at its principal office located at 620 Airpark Road, Napa, California 94558, (A) a written notice, in substantially the form of the Exercise Notice attached hereto as Exhibit 1, of the Holder’s election to exercise this
Warrant, which notice shall specify the number of Warrant Shares to be purchased, (B) (i) cash, money order, certified check or wire transfer of immediately available funds payable to the Company, in an amount equal to the Exercise Price (as defined
below) multiplied by the number of Warrant Shares being purchased, or (ii) a copy of an instrument representing outstanding principal amount of indebtedness of the Company owed to the Holder, accompanied by a notice stating the Holder’s
intent to exercise this Warrant, in whole or in part, by the reduction of the amount of indebtedness stated in the notice and represented by the instrument in an amount equal to the Exercise Price multiplied by the number of Warrant Shares being
purchased, and (C) this Warrant. The Company shall as promptly as practicable, and in any event within ten (10) Business Days thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or
certificates representing the aggregate number of Warrant Shares specified in such notice. The stock certificate or certificates so delivered shall be in such 






 denominations as may be specified in such notice and shall be issued in the name of the Holder or such other name as
shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued and the Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a Holder of record of such
shares immediately prior to the close of business on the date such notice is received by the Company as aforesaid. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of said stock certificate or
certificates, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the remaining Ordinary Shares called for by this Warrant, which new Warrant shall in all other respects be identical to this Warrant, or, at the
request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder. The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issue and delivery of such
certificates and new Warrants, except that in case such stock certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all stock transfer taxes that are payable upon the issuance
of such stock certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. 
  
 (b) All Ordinary Shares issued upon the exercise of this Warrant shall be validly issued, fully paid and nonassessable and free from all preemptive rights
of any stockholder, and from all taxes, liens and charges with respect to the issue thereof (other than United Kingdom stamp duty taxes and any other transfer taxes) and, if any Ordinary Shares are then listed on a national securities exchange (as
defined in the Securities Exchange Act of 1934, as amended) or quoted on an automated quotation system, shall be listed or quoted thereon, as the case may be, to the extent permissible under the rules of such exchange and not prohibited by law, it
being understood that such listing does not bear upon the transferability of such shares under the Act and the other provisions of this Agreement. 
  
 (c) The Company shall not be required upon any exercise of this Warrant to issue a certificate representing any fraction of an Ordinary Share, but, in
lieu thereof, shall pay to the Holder cash in an amount equal to a corresponding fraction (calculated to the nearest 1/100 of a share) of the Fair Market Value (as defined below) of one Ordinary Share on the Business Day immediately prior to the
date of receipt by the Company of notice of exercise of this Warrant. 
  
 (d) The Company shall promptly pay all depositary fees payable to the depositary and all stamp duty reserve taxes due to Inland Revenue in respect of the issuance of American Depositary Shares or American Depositary Receipts in respect of
Ordinary Shares issued upon exercise of this Warrant. 
  
 Section 2. Terms and
Conditions of Warrants. 
  
 (a) Exercise. Warrants to
purchase [            ] as adjusted in accordance with the principles of Section 4(a) or Section 5 hereof) Ordinary Shares shall be exercisable at any time, and from time to time, on or
after the date hereof (the “Exercise Date”), and shall expire at 11:59 p.m., New York City time, on March 4, 2011 (the “Expiration Date”). 
  

(b) Purchase Price. Subject to the provisions of Sections 5 and 6 hereof, the purchase price per Ordinary Share shall be $0.40 (the
“Exercise Price”). 
  
 (c) Restrictions on Transfer
and Registration Rights.  
  
 (i) Each certificate for any
Warrant Shares issued upon the exercise of this Warrant, and each certificate issued upon the transfer of any such Warrant Shares and each American Depositary Receipt representing American Depositary Shares (except as otherwise permitted by this
Section 2(c)) shall be stamped or otherwise imprinted with a legend in substantially the following form: 
  
 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE
OFFERED, SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER THE ACT AND REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND QUALIFICATION IS NOT REQUIRED. 






 (ii) The restrictions imposed by this Section 2(c) upon the transferability of Warrants and Warrant
Shares and related American Depositary Shares shall cease and terminate as to any particular Warrants, Warrant Shares or related American Depositary Shares, (a) when such securities shall have been effectively registered under the Securities Act and
disposed of in accordance with the registration statement covering such securities, or (b) when in the reasonable opinion of counsel for the Company such restrictions are no longer required in order to comply with the Securities Act of 1933, as
amended (the “Securities Act”). Whenever such restrictions shall terminate as to any Warrants, Warrant Shares or related American Depositary Shares, the Holder thereof shall be entitled to receive from the Company, without expense, new
certificates of like tenor not bearing the restrictive legend set forth in Section 2(c)(i). 
  
 (d) Investment Representation. The Holder, by acceptance hereof, represents as of the date hereof, as follows: 
  
 (i) The Warrant Shares issuable upon exercise of the Warrants and any American Depositary Shares issued in respect thereof (collectively, the
“Acquired Securities”) will be acquired for investment for the Holder’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part of the Acquired Securities in contravention of applicable
law, and that the Holder has no present intention of selling, granting any participation in, or otherwise distributing the same. The Holder does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant
participations to such person or to any third person in or with respect to any of the Acquired Securities. 
  
 (ii) The Holder is and upon the acquisition of the Acquired Securities and upon exercise of the Warrants will be an “accredited investor” within
the meaning of Rule 501 of Regulation D of the rules and regulations of the Securities and Exchange Commission under the Securities Act. The Holder has not been organized for the purposes of acquiring the Acquired Securities. 
  
 (iii) The Holder understands that the Acquired Securities it may acquire as
contemplated by this Warrant are “restricted securities” within the meaning of Rule 144 under the Securities Act (“Rule 144”) inasmuch as they will be acquired from the Company in a transaction not involving a public offering and
that under the federal securities laws and applicable regulations such Acquired Securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, the Holder represents that it is
familiar with Rule 144 and understands the resale limitations imposed thereby and by the Securities Act. The Holder acknowledges that its investment in the Acquired Securities may be an illiquid investment requiring the Holder to bear the economic
risk of the investment for an indefinite period. 
  
 (iv) Without
in any way limiting the representations set forth in this Section 2(d), the Holder agrees not to make any disposition of all or any portion of the Acquired Securities unless and until the transferee has agreed in writing for the benefit of the
Company to be bound by the terms of this Warrant (provided that such Holder is making such disposition in a transaction other than pursuant to Rule 144 or under an effective registration statement under the Securities Act and in accordance with any
applicable state securities laws), and (A) the Holder shall have notified the Company of the proposed disposition, and (B) if requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, in form and substance
reasonably satisfactory to the Company, rendered by a law firm experienced in matters involving the sale of securities under federal and state securities laws, that such disposition will not require registration of the Acquired Securities under the
Securities Act or registration or qualification under any state securities or “blue sky” law. 
  
 In the event certificates for Ordinary Shares are delivered upon the exercise of this Warrant, the Company may cause a legend or legends to be placed on
such certificates to make appropriate reference to such foregoing representations and to restrict transfer in the absence of compliance with applicable federal or state securities laws. 
  
 Section 3. Transfer, Division and Combination. The Company agrees to maintain at its offices in Napa, California, books for the
registration and transfer of this Warrant and, subject to the provisions of Section 2 hereof, this Warrant and all rights hereunder are transferable, in whole or in part, on such books at such office, upon 






 surrender of this Warrant at such office, together with a written assignment of this Warrant duly executed by the Holder
or his agent or attorney and funds sufficient to pay any stock transfer taxes payable upon the making of such transfer. Upon such surrender and payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or
assignees and in the denominations specified in such instrument of assignment, and this Warrant shall promptly be canceled. Notwithstanding the foregoing, a Warrant may be exercised by a new Holder for the purchase of Ordinary Shares without having
a new Warrant issued if Holder shall otherwise have complied with the foregoing provisions of this Section 3 and the applicable provisions of Section 2 hereof. All of the provisions of this Section 3 are subject to the provisions of Section 2 above.
This Warrant may be divided or combined with other Warrants upon surrender hereof and of any Warrant or Warrants with which this Warrant is to be combined, together with a written notice specifying the names and denominations in which the new
Warrant or Warrants are to be issued, signed by the holders thereof or their respective duly authorized agents or attorneys. The Company shall execute and deliver a new Warrant or Warrants exchangeable for the Warrant or Warrants to be divided or
combined in accordance with such notice. 
  
 Section 4. Successor; Taxes. 
  
 (a)
Successor Company. The obligations of the Company under this Warrant shall be binding upon any successor company or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor company or
organization succeeding to substantially all of the assets and business of the Company. The Company agrees that it will make appropriate provision for the preservation of Holder’s rights under this Warrant in any agreement or plan which it may
enter into or adopt to effect any such merger, consolidation, reorganization or transfer of assets. 
  
 (b) Taxes on Conversion. The issuance of certificates for Warrant Shares upon the exercise of this Warrant shall be made without charge to the
Holder exercising this Warrant for any issue or stamp tax in respect of the issuance of such certificates, and such certificates shall be issued in the respective names of, or in such names as may be directed by, the holder; provided,
however, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate in a name other than that of the Holder, and the Company shall not be
required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has
been paid. 
  
 (c) Withholding Taxes. 
  
 (i) Except to the extent otherwise required by law, the Company will not
withhold United States or United Kingdom withholding taxes from payments to be made to holders of Warrants if such holders (a) are corporations organized under the laws of a jurisdiction outside the United States or United Kingdom or are otherwise
persons not resident in the United States or United Kingdom for U.S. federal income tax purposes or United Kingdom tax purposes, and (b) provide the Company, upon the Company’s reasonable request, with one or more of Internal Revenue Service
Form W-8, Form 4224 or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States or Inland Revenue of the United Kingdom certifying as to such holders’ entitlement to an exemption from any
such withholding requirements. 
  
 (ii) Except to the extent
otherwise required by law, the Company will not withhold United States or United Kingdom withholding taxes from payments to be made to holders of Warrants in excess of an applicable treaty rate if such holders (a) are corporations organized under
the laws of a jurisdiction outside the United States or United Kingdom or are otherwise persons not resident in the United States or United Kingdom for U.S. federal income tax purposes or United Kingdom tax purposes, and (b) provide the Company upon
the Company’s reasonable request, with one or more of certification of their residence address, Internal Revenue Service Form 1001 or other applicable form, certificates or documents certifying as to such holders’ entitlement to a reduced
rate of withholding under any such withholding requirements. 
  
 (iii) Except to the extent otherwise required by law, neither Section 4(c)(i) nor Section 4(c)(ii) hereof shall require the Company to apply an exemption or reduced rate of withholding during any period when it shall have received notice or
has knowledge that (a) the residence or other information previously provided on any applicable form, certificate or document is incorrect and no corrected form, certificate or document as applicable has been provided to the Company, or (b) of any
other information which would render such exemption or reduced rate inapplicable. 






 (iv) Notwithstanding the preceding Sections 4(c)(i) and 4(c)(ii), if the Company is required by law to
withhold from amounts otherwise payable to a holder of Warrants, whether by reason of a change in law or applicable treaty, or because the applicable treaty withholding rate is greater than zero or by reason of the failure of a holder of Warrants to
provide a valid certification or form, the Company shall withhold the amounts required to be withheld. Amounts so withheld with respect to a holder in accordance with this Section 4 shall be treated as distributed to such holder for all purposes of
this Warrant. 
  
 Section 5. Adjustments to Aggregate Number. Subject to
Section 7 hereof, the Aggregate Number shall be subject to adjustment from time to time as follows and thereafter as adjusted shall be deemed to be the Aggregate Number hereunder. 
  
 (a) Reorganization, Reclassification, Consolidation, Merger or Sale. If any capital reorganization or
reclassification of the Company, or any consolidation or merger of the Company with another person, or the sale, transfer or lease of all or substantially all of its assets to another person shall be effected in such a way that holders of Ordinary
Shares shall be entitled to receive stock, securities or assets with respect to or in exchange for their shares, then provision shall be made, in accordance with this Section 5, whereby the Holder hereof shall thereafter have the right to purchase
and receive, upon the basis and upon the terms and conditions specified in this Warrant and in addition to or in exchange for, as applicable, the Warrant Shares subject to this Warrant immediately theretofore purchasable and receivable upon the
exercise of the rights represented hereby, such securities or assets as would have been issued or payable with respect to or in exchange for the Aggregate Number immediately theretofore purchasable and receivable upon the exercise of the rights
represented hereby if exercise of the Warrant has occurred immediately prior to such reorganization, reclassification, consolidation, merger or sale. The Company will not effect any such consolidation, merger, sale, transfer or lease unless prior to
the consummation thereof the successor entity (if other than the Company) resulting from such consolidation or merger or the entity purchasing or leasing such assets shall assume by written instrument (1) the obligation to deliver to such Holder
such securities or assets as, in accordance with the foregoing provisions, such Holder may be entitled to purchase, and (2) all other obligations of the Company under this Warrant. The provisions of this Section 5(a) shall similarly apply to
successive consolidations, mergers, exchanges, sales, transfers or leases. 
  
 (b) Distributions. If at any time or from time to time the Company shall take a record of the holders of its Ordinary Shares for the purpose of entitling them to receive or pays any dividend or other
distribution to holders of Ordinary Shares (collectively, a “Distribution”) of: 
  
 (i) cash, 
  
 (ii) any evidences of its indebtedness (other than securities convertible into Ordinary Shares (“Convertible Securities”)), any
shares of its capital stock (other than additional Ordinary Shares or Convertible Securities) or any other securities or property of any nature whatsoever (other than cash), or 
  
 (iii) any options or warrants or other rights to subscribe for or purchase any of the following: any
evidences of its indebtedness (other than Convertible Securities), any shares of its capital stock (other than additional Ordinary Shares or Convertible Securities) or any other securities or property of any nature whatsoever, 
  
 then the holder of this Warrant shall be entitled to receive upon the exercise hereof at any
time on or after the taking of such record the number of Ordinary Shares to be received upon exercise of such Warrant determined as stated herein and, in addition and without further payment, the cash, stock, securities, other property, options,
warrants and/or other rights to which such holder or holders would have been entitled by way of the Distribution and subsequent dividends and distributions if such Holder (x) had exercised such Warrants immediately prior to such Distribution, and
(y) had retained the Distribution in respect of the Ordinary Shares and all subsequent dividends and distributions of any nature whatsoever in respect of any stock or securities paid as dividends and distributions and originating directly or
indirectly from such Ordinary Shares. A reclassification of the Ordinary Shares into any other class of stock shall be deemed a distribution by the Company to the holders of its Ordinary Shares or such 






 shares of such other class of stock within the meaning of paragraph (c) of this Section 5 and, if the outstanding
Ordinary Shares shall be changed into a larger or smaller number of Ordinary Shares as a part of such reclassification, such event shall be deemed a subdivision or combination, as the case may be, of the outstanding Ordinary Shares within the
meaning of paragraph (c) of this Section 5. If the securities to be distributed by the Company involve rights, warrants, options or any other form of Convertible Securities and the right to exercise or convert such securities would expire in
accordance with its terms prior to the exercise of this Warrant, then the terms of such securities shall provide that such exercise or convertibility right shall remain in effect until 30 days after the date the Holder of this Warrant receives such
securities pursuant to the exercise hereof. 
  
 (c) In addition to
those adjustments set forth in Sections 5(a) and 5(b), but without duplication of the adjustments to be made under such Sections 5(a) and 5(b) and Section 6, if the Company: 
  
 (i) takes a record of the holders of its Ordinary Shares for the purpose of entitling them to receive or
pays a dividend payable in, or other distribution of, Ordinary Shares; 
  
 (ii) subdivides its outstanding shares of Ordinary Shares into a greater number of Ordinary Shares; 
  
 (iii) combines its outstanding Ordinary Shares into a lesser number of shares of Ordinary Shares; and/or 
  
 (iv) makes a distribution on its Ordinary Shares in shares
of its capital stock other than Ordinary Shares, 
  
 then (A) the Aggregate Number
in effect immediately prior thereto shall be adjusted so that the holder or holders of this Warrant shall thereafter be entitled to receive, upon exercise hereof, the number of Ordinary Shares or other securities of the Company (such other
securities thereafter enjoying the rights of Warrant Shares under this Warrant) that such Holder would have owned or have been entitled to receive after the occurrence of such event had such Warrants been exercised immediately prior to the
occurrence of such event or the record date with respect thereto, and (B) the Exercise Price shall (until another such event) be adjusted to equal (calculated to the nearest full cent) the quotient derived by dividing (x) the Aggregate Number in
effect immediately prior to such adjustment multiplied by the Exercise Price in effect immediately prior to such adjustment, divided by (y) the Aggregate Number in effect after adjustment pursuant to this Section 5(c). 
  
 Section 6. Adjustment to Exercise Price. 

 
 (a) Subject to Section 7 hereof, if the Company shall issue or sell any
Ordinary Shares at a price which is less than the Exercise Price, then the Exercise Price in effect immediately prior thereto shall be adjusted immediately so that the Exercise Price thereafter shall equal the price per Ordinary Share at which such
Ordinary Shares described in this Section 6(a) were issued. The provisions of this paragraph (a) shall not apply to any issuance of additional Ordinary Shares for which an adjustment is provided under Sections 5(a), (b) or (c). 
  
 (b) Subject to Section 7 hereof, if the Company shall take a record of the
holders of its Ordinary Shares for the purpose of entitling them to receive a distribution of, or shall in any manner issue or sell, any warrants, options or other rights to subscribe for or purchase (x) any shares of Ordinary Shares or (y) any
Convertible Securities, whether or not the rights to subscribe, purchase, exchange or convert thereunder are immediately exercisable, at a purchase price per Ordinary Share which is less than the Exercise Price, then the Exercise Price in effect
immediately prior thereto shall be adjusted immediately so that the Exercise Price thereafter shall equal the consideration for which such Ordinary Shares or Ordinary Shares subject to Convertible Securities described in this Section 6(b) were
issued. For purposes of this Section 6(b), the consideration for any additional Ordinary Shares issuable pursuant to any warrants or other rights to subscribe for or purchase the same or for any additional Ordinary Shares issuable pursuant to
Convertible Securities subject to any warrants or other rights shall be the consideration received or receivable by the Company for issuing such warrants or other rights, plus the additional consideration payable to the Company upon the exercise of
such warrants or other rights and upon the exercise of the Convertible Securities, as the case may be. 






 (c) If the Company shall take a record of the holders of its Ordinary Shares for the purpose of entitling
them to receive a distribution of or shall in any manner issue or sell Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, at a purchase price per Ordinary Share which is less than the
Exercise Price, then the Exercise Price in effect immediately prior thereto shall be adjusted immediately so that the Exercise Price thereafter shall equal the purchase price per Ordinary Share issuable pursuant to the terms of any Convertible
Securities. For purposes of this Section 6(c), the purchase price per Ordinary Share issuable pursuant to the terms of any Convertible Security shall be the consideration received or receivable by the Company for issuing the Convertible Security,
plus the additional consideration, if any, payable to the Company upon the purchase of the Ordinary Share pursuant to the Convertible Security. 
  
 Section 7. General Provisions Regarding Adjustments to Aggregate Number or Exercise Price. 
  
 (a) The following provisions shall be applicable to the making of
adjustments of (i) the Aggregate Number as provided in Section 5 or (ii) the Exercise Price as provided in Section 6: 
  
 (i) The sale or other disposition of any issued Ordinary Shares owned or held by or for the account of the Company shall be deemed an
issuance thereof for the purposes of Sections 5 and 6. 
  
 (ii) The adjustments required by Sections 5 and 6 shall be made whenever and as often as any specified event requiring an adjustment shall occur, except as expressly provided herein. For the purpose of any adjustment, any specified event
shall be deemed to have occurred at the close of business on the date of its occurrence. 
  
 (iii) In computing adjustments under Sections 5 and 6, fractional interests in Ordinary Shares shall be taken into account to the nearest
one-thousandth (.001) of a share and shall be aggregated until they equal one whole share. 
  
 (iv) If the Company shall take a record of the holders of its Ordinary Shares for an action described in Sections 5 or 6 hereof, but
abandons its plan to take such action prior to effecting such action, then no adjustment shall be required by reason of the taking of such record. 
  
 (v) Notwithstanding anything herein to the contrary, no adjustment shall be made to the Aggregate Number or Exercise Price as a result of
adjustments to the Aggregate Number or Exercise Price as defined in any Warrants issued to the Holder on the date hereof. 
  
 (vi) Upon the expiration or termination of any of the warrants or other rights or options referred to in Section 6(b) above or the
Convertible Securities referred to in Section 6(b) or 6(c) above, the Exercise Price after the expiration or termination of any such warrants, rights, options or Convertible Securities without any exercise or conversion thereof, the issuance of
which caused an adjustment to the Exercise Price, shall be readjusted to such Exercise Price prior to the adjustment made upon the issuance of such warrants, rights, options or Convertible Securities. 
  
 (vii) In case of the issuance at any time of any additional
Ordinary Shares or Convertible Securities in payment or satisfaction of any dividend upon any class of stock other than Ordinary Shares, the Company shall be deemed to have received for such additional Ordinary Shares or Convertible Securities a
consideration equal to the amount of such dividend so paid or satisfied. 
  
 (viii) No adjustment to the Aggregate Number or Exercise Price shall be made for issuances of (A) options to purchase up to 500,000 Ordinary Shares (excluding the options referenced in (D) below) after the date of
this Warrant pursuant to the Company’s No. 1 Executive Share Option Scheme and No. 2 Executive Share Option Scheme or any other employee, non-executive director or consultant share option scheme approved by the Company’s directors, and
Ordinary Shares issuable or issued upon exercise of such options, (B) Ordinary Shares issued or issuable upon (x) the exercise of options, warrants or rights to subscribe for or purchase Ordinary Shares, or (y) the conversion or exchange of
securities convertible into 






 or exchangeable for Ordinary Shares or options, warrants or rights to subscribe for or purchase Ordinary
Shares, in each case only to the extent outstanding on the date of issuance of this Warrant, (C) Ordinary Shares issued pursuant to a transaction described in Section 5(a) or (b) hereof, and (D) options to purchase an aggregate of 325,000 Ordinary
Shares that the Company has committed to grant to Brad Holsworth, and Wade H. Nichols pursuant to the Company’s No. 1 Executive Share Option Scheme. 
  
 (ix) No adjustment of the Exercise Price shall be made in an amount less than one cent per share, provided that any adjustments which are
not required to be made by reason of this sentence shall be carried forward and shall be taken into account in any subsequent adjustment made. 
  
 (b) If any event occurs as to which the provisions of Section 5 or Section 6 are not strictly applicable but the lack of any provision for the exercise of
the rights of a holder or holders of Warrants would not fairly protect the purchase rights of such holder or holders of Warrants in accordance with the essential intent and principles of such provisions, then the Company shall appoint a firm of
independent certified public accountants in the United States (which may be the regular outside auditors of the Company) of recognized national standing in the United States satisfactory to the Holder, which shall give its opinion as to the
adjustments, if any, necessary to preserve, without dilution, on a basis consistent with the essential intent and principles established in the provisions of Section 5 or Section 6, the exercise rights of the holders of Warrants. Upon receipt of
such opinion, the Company shall forthwith make the adjustments described therein. 
  
 (c) Within 45 days after the end of each fiscal quarter during which an event occurred that resulted in an adjustment pursuant to Section 5 or Section 6, the Company shall cause to be promptly mailed to each holder of
Warrants (and upon the exercise of any Warrants to the exercising holder) by first-class mail, postage prepaid, notice of each adjustment or adjustments to the Aggregate Number or Exercise Price, as the case may be, effected since the date of the
last such notice and a certificate of the Company’s Chief Financial Officer or, in the case of any such notice delivered within 45 days after the end of a fiscal year, a firm of independent public accountants in the United States selected by
the Company and acceptable to a majority in interest of the holders of the Warrants (who may be the regular outside auditors employed by the Company), in each case, setting forth the Aggregate Number or Exercise Price, as the case may be, after such
adjustment, a brief statement of the facts requiring such adjustment and the computation by which such adjustment was made. The fees and expenses of such accountants shall be paid by the Company. 
  
 Section 8. Covenant to Reserve Shares of Ordinary Shares. The Company covenants and
agrees that it will at all times reserve and set apart and have, free from preemptive rights, a number of shares of authorized but unissued Ordinary Shares sufficient to enable it at any time to fulfill all its obligations hereunder. The issuance of
such shares has been duly and validly authorized, and when issued and sold in accordance with the Warrants, such shares will be duly and validly issued, fully paid and nonassessable. 
  
 Section 9. Intentionally Omitted. 
  
 Section 10. Notices. In the event that: 
  
 (A) the Company proposes to pay any dividend payable in
stock (of any class or classes) or any obligations or stock convertible into or exchangeable for shares of Ordinary Shares upon its Ordinary Shares or make any distribution (other than ordinary cash dividends) to the holders of its Ordinary Shares;

  
 (B) the Company proposes to grant to the
holders of its Ordinary Shares generally any rights or warrants (excluding any rights or warrants which pursuant to Section 7(a)(viii) hereof would not result in an adjustment of the Aggregate Number or Exercise Price); 
  
 (C) the Company proposes to effect any capital
reorganization or reclassification of capital stock of the Company; 
  
 (D) the Company proposes to consolidate with, or merge into, any other Company or to transfer its property as an entirety or substantially as an entirety; or 






 (E) the Company proposes to effect the liquidation, dissolution or winding up of the
Company, 
  
 then the Company shall cause notice of any such intended action to be
given to the Holder of this Warrant not less than 30 days before the date on which the transfer books of the Company shall close or a record shall be taken for such stock dividend, distribution or granting of rights or Warrants, or the date when
such capital reorganization, reclassification, consolidation, merger, transfer, liquidation, dissolution or winding up shall be effective, as the case may be. 
  

Any notice or other document required or permitted to be given or delivered to the Holder of this Warrant shall be delivered in accordance with Section
15 herein. 
  
 Section 11. Limitation of Liability; Not Shareholders. No
provision of this Warrant shall be construed as conferring upon the Holder the right to vote or to consent or to receive dividends or to receive notice as a shareholder in respect of meetings of shareholders for the election of directors of the
Company or any other matter whatsoever as shareholders of the Company. No provision hereof, in the absence of affirmative action by the Holder to purchase shares of Ordinary Shares, and no mere enumeration herein of the rights or privileges of the
Holder, shall give rise to any liability of Holder for the purchase price or as a shareholder of the Company, whether such liability is asserted by the Company, creditors of the Company or others. 
  
 Section 12. Loss, Destruction of Warrant. Upon receipt of evidence satisfactory to the
Company of the loss, theft, mutilation or destruction of this Warrant, and in the case of any such loss, theft or destruction upon delivery of a bond of indemnity in such form and amount as shall be reasonably satisfactory to the Company (the
original Warrant holder’s indemnity being satisfactory indemnity in the event of loss, theft or destruction of any Warrant owned by such holder), or in the event of such mutilation upon surrender and cancellation of this Warrant, the Company
will make and deliver a new Warrant, of like tenor and representing the right to purchase the same Aggregate Number of Ordinary Shares, as adjusted in Section 5, as provided for in such lost, stolen, destroyed or mutilated Warrant, in lieu of such
lost, stolen, destroyed or mutilated Warrant. Any Warrant issued under the provisions of this Section 12 in lieu of any Warrant alleged to be lost, destroyed or stolen, or of any mutilated Warrant, shall constitute an original contractual obligation
on the part of the Company. 
  
 Section 13. Amendments. Neither this
Warrant nor any term hereof may be changed, waived, discharged or terminated orally or in writing, provided that any term of this Warrant may be amended or the observance of such term may be waived (either generally or in a particular instance and
either retroactively or prospectively) with, but only with, the written consent of the Company and the Holders of the Warrants that are exercisable for a number of Ordinary Shares that represent in the aggregate at least a majority of the total
number of Ordinary Shares for which all of the Warrants are then exercisable (whether or not the Holder of this Warrant consents). 
  
 Section 14. Severability. If in any jurisdiction, any provision of this Agreement or its application to any party or circumstance is restricted, prohibited or
unenforceable, such provision shall, as to such jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability without invalidating the remaining provisions hereof and without affecting the validity or
enforceability of such provision in any other jurisdiction or its application to other parties or circumstances. 






 Section 15. Notice. Any notice or document required or permitted by this Agreement to be given to a party hereto
shall be in writing and is sufficiently given if delivered personally, or if sent by prepaid certified mail, return receipt requested, to such party addressed as follows: 
  

					
	 (i)
	 	If to the Company:	 	Senetek PLC
	 	 	 	 	620 Airpark Road
	 	 	 	 	Napa, California 94558
	 	 	 	 	Attention: Chairman and CEO
			
	 	 	copy to:	 	Coudert Brothers LLP
	 	 	 	 	1114 Avenue of the Americas
	 	 	 	 	New York, New York 10036
	 	 	 	 	Attention: Anthony Williams, Esq.
			
	 (ii)
	 	If to the Holder:	 	c/o Robert T. Tucker, Esq.
	 	 	 	 	61 Purchase Street, Suite 2
	 	 	 	 	Rye, New York 10580
			
	 	 	copy to:	 	Latham & Watkins LLP
	 	 	 	 	505 Montgomery Street, Suite 1900
	 	 	 	 	San Francisco, CA 94111
	 	 	 	 	Attention: Jeffrey T. Pero, Esq.

  
 Notice so mailed shall be deemed to
have been given upon receipt if delivered personally or on the fifth business day next following the date of the returned receipt. Any notice delivered to the party to whom it is addressed shall be deemed to have been given and received on the day
it is delivered. Any party may from time to time notify the others in the manner provided herein of any change of address which thereafter, until changed by like notice, shall be the address of such party for all purposes hereof. 
  

	Section	16. Governing Law; Choice of Forum; Certain Consents; Waiver of Jury Trial, Counterclaim, Setoff. 

  
 THIS WARRANT SHALL BE DEEMED TO HAVE BEEN MADE IN NEW YORK, NEW YORK. THIS WARRANT AND THE RIGHTS GRANTED HEREIN SHALL BE
GOVERNED BY AND CONSTRUED AND ENFORCED UNDER THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO ANY OF SUCH STATE’S CONFLICT OF LAWS RULES OR PRINCIPLES, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
ANY JUDICIAL PROCEEDING BROUGHT BY OR AGAINST THE COMPANY WITH RESPECT TO THIS WARRANT OR ANY RELATED WARRANT SHALL BE BROUGHT IN ANY COURT OF COMPETENT JURISDICTION IN THE UNITED STATES OF AMERICA IN THE SOUTHERN DISTRICT OF NEW YORK, AND, BY
EXECUTION AND DELIVERY OF THIS WARRANT, THE COMPANY ACCEPTS THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS WARRANT. IF ANY ACTION IS COMMENCED IN ANY
OTHER JURISDICTION, THE PARTIES HERETO HEREBY CONSENT TO THE REMOVAL OF SUCH ACTION TO THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. THE COMPANY HEREBY DESIGNATES COUDERT BROTHERS LLP-NEW YORK AS THE DESIGNEE, APPOINTEE AND
AGENT OF THE COMPANY TO RECEIVE, FOR AND ON BEHALF OF THE COMPANY, SERVICE OF PROCESS IN THE ABOVE DESCRIBED JURISDICTION IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS WARRANT OR THE RIGHTS AND OBLIGATIONS HEREUNDER AND SUCH SERVICE SHALL
BE DEEMED COMPLETED UPON DELIVERY THEREOF TO SUCH AGENT. IT IS UNDERSTOOD THAT A COPY OF SUCH PROCESS SERVED ON SUCH AGENT WILL BE PROMPTLY FORWARDED BY MAIL TO THE COMPANY AT ITS ADDRESS SET FORTH IN SECTION 15 HEREOF, BUT THE FAILURE OF THE
COMPANY TO RECEIVE SUCH COPY SHALL NOT AFFECT IN ANY WAY THE SERVICE OF SUCH PROCESS. THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF
COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE COMPANY AT ITS ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE 10 DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE HOLDERS OF ANY OF THE WARRANTS OR WARRANT
SHARES TO SERVE PROCESS IN ANY 






 OTHER MANNER PERMITTED BY LAW. THE COMPANY WAIVES IN EACH SUCH ACTION AND OTHER LEGAL PROCEEDING, THE
RIGHT TO TRIAL BY JURY AND THE RIGHT TO ASSERT ANY COUNTERCLAIM OR SETOFF. 
  
 [signature page follows; remainder of page left intentionally blank] 






 IN WITNESS WHEREOF, the Company has caused this Amended and Restated Warrant to be signed in its
name by its duly authorized officer. 
  
 Dated:
September 30, 2004 
  

			
	 SENETEK PLC

		
	 By:
	 	  


	 Name:
	 	Bradley D. Holsworth
	 Title:
	 	Chief Financial Officer


  






 Exhibit 1 
  

EXERCISE NOTICE 
  
 The undersigned Holder hereby elects to exercise purchase rights represented by such Warrant for, and to purchase thereunder
             Ordinary Shares covered by such Warrant and herewith makes payment in full therefor of $            
cash and/or by cancellation of $             of indebtedness of the Company to the Holder hereof and requests that, subject to the terms and conditions of the Warrant, certificates
for such shares (and any securities or property deliverable upon such exercise) be issued in the name of and delivered to                     
whose address is                     , and whose social security or employer identification number is
                    . 
  
 The undersigned agrees that, in the absence of an effective registration statement with respect to Ordinary Shares issued upon this exercise, the
undersigned is acquiring such Ordinary Shares for the Holder’s own account and not as a nominee for any other party, for investment and not with a view to distribution thereof and that the certificate or certificates representing such Ordinary
Shares may bear a legend substantially as follows: 
  
 THESE
SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER THE ACT AND
APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. 
  
 In addition, the undersigned agrees that, in the absence of an effective registration statement with respect to Ordinary Shares issued upon this exercise,
stop transfer instructions will be entered on the Company’s stock transfer records with respect to Ordinary Shares issued upon this exercise. 
  

			
	 Dated:
	 	

	 	 	Signature guaranteed:







 FORM OF ASSIGNMENT 
  
 FOR VALUE RECEIVED the undersigned registered Holder of the within Warrant hereby sells, assigns, and transfers unto the
Assignee(s) named below (including the undersigned with respect to any Warrants constituting a part of the Warrants evidenced by the within Warrant not being assigned hereby) all of the right of the undersigned under the within Warrant, with respect
to the number of Warrants set forth below: 
  

							
	 Name of Assignees

	 	 Address

	 	 Social security or other
identifying number of
Assignee(s)

	  	Number of Warrants


	 	 	 	 	 	  	 
	 	 	 	 	 	  	 
	 	 	 	 	 	  	 
	 	 	 	 	 	  	 
	 	 	 	 	 	  	 

  
 and does hereby irrevocably constitute
and appoint              the undersigned’s attorney to make such transfer on the books of             
maintained for that purpose, with full power of substitution in the premises. 
  

					
	 Dated:
                    
	 	 	 	 
	 	 	  

	 	(1)
	 	 	(Signature of Owner)	 	 
	 	 	  

	 	 
	 	 	(Street Address)	 	 
	 	 	  

	 	 
	 	 	(City) (State) (Zip Code)	 	 



	(1)	The signature must correspond with the name as written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatsoever.