Exhibit 10.48


SECURITY AGREEMENT


THIS SECURITY AGREEMENT
(the “Agreement”),  is
entered into and made effective as of September 21, 2007, by and between SENESCO TECHNOLOGIES, INC., a Delaware corporation with its principal
place of business located at 303 George Street, Suite 420, New Brunswick, NJ
08901 (the “Parent”), and the each subsidiary of the Parent
listed on Schedule I attached hereto (each a “Subsidiary,” and
collectively and together with the Parent, the “Company”), in favor of
the BUYER(S) (the “Secured
Party”) listed on Schedule I attached to the Securities Purchase Agreement
(the “Securities Purchase Agreement”) dated the date hereof between the
Company and the Secured Party.


WHEREAS, the Parent
shall issue and sell to the Secured Party, as provided in the Securities
Purchase Agreement, and the Secured Party shall purchase secured convertible
debentures (the “Convertible Debentures”), which shall be
convertible into shares of the Parent’s common stock;


WHEREAS, to induce
the Secured Party to enter into the transaction contemplated by the Securities
Purchase Agreement, the Convertible Debentures, the Registration Rights
Agreement of even date herewith between the Parent and the Secured Party (the “Registration
Rights Agreement”), and the Irrevocable Transfer Agent Instructions among
the Parent, the Secured Party, the Parent’s transfer agent, and David Gonzalez,
Esq. (the “Transfer Agent Instructions”) (collectively referred to as
the “Transaction Documents”), each Company hereby grants to the Secured
Party a security interest in and to the pledged property of each Company
identified on Exhibit A hereto (collectively referred to as the “Pledged
Property”) to secure all of the Obligations (as defined below);


WHEREAS, the Company is entering
into a Security Agreement with Stanford Venture Capital Holdings, Inc. (“Stanford”)
(the “Stanford Security Agreement”), which grants Stanford a second
position security interest in and to the Pledged Property behind the grant of
the security interest in and to the Pledged Property to the Secured Party
hereunder; and


WHEREAS, the Secured Party and
Stanford are entering into an intercreditor agreement (the “Intercreditor
Agreement”) describing the nature of the senior security interests granted
by the Company to the Secured Party hereunder and the junior security interest
granted to Stanford under the Stanford Security Agreement.


NOW, THEREFORE, in
consideration of the promises and the mutual covenants herein contained, and
for other good and valuable consideration, the adequacy and receipt of which
are hereby acknowledged, the parties hereto hereby agree as follows:



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ARTICLE
1.


DEFINITIONS AND INTERPRETATIONS


Section 1.1.                                   Recitals.


The above recitals are true and correct and are
incorporated herein, in their entirety, by this reference.


Section 1.2.                                   Interpretations.


Nothing herein expressed or implied is intended or
shall be construed to confer upon any person other than the Secured Party any
right, remedy or claim under or by reason hereof.


Section 1.3.                                   Obligations
Secured.


The
security interest created hereby in the Pledged Property constitutes continuing
collateral security for all of the obligations of the Parent now existing or
hereinafter incurred to the Buyers under the Transaction Documents and whether
arising before, on or after the date hereof including, without limitation
following obligations (collectively, the “Obligations”):


(a)  for so long as the
Convertible Debentures are outstanding, the payment by the Parent, as and when
due and payable (by scheduled maturity, acceleration, demand or otherwise), of
all amounts from time to time owing by it in respect of the Securities Purchase
Agreement, the Convertible Debentures and the other Transaction Documents; and


(b)  for so long as the
Convertible Debentures are outstanding, the due performance and observance by
the Parent of all of its other obligations from time to time existing in
respect of any of the Transaction Documents, including without limitation, the
Parent’s obligations with respect to any conversion or redemption rights of the
Secured Party under the Convertible Debentures.


ARTICLE
2.


PLEDGED PROPERTY; EVENT OF DEFAULT


Section 2.1.                                   Pledged
Property.


(a)                                  As collateral
security for all of the Obligations, the Company hereby pledges to the Secured
Party, and creates in the Secured Party for its benefit, a continuing security
interest in and to all of the Pledged Property whether now owned or hereafter
acquired.


(b)                                 Without limiting the
generality of the foregoing, as additional security for the payment and
performance of the Obligations, each Company hereby grants to the Secured Party
a continuing security interest in, and hereby collaterally assigns to the
Secured Party, all of such Company’s right, title and interest in and to each



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Deposit Account (as defined below) and in and to any deposits or other
sums at any time credited to each such Deposit Account.  In connection with the foregoing, each
Company hereby authorizes and directs each bank or other depository institution
which maintains any Deposit Account to pay or deliver to the Secured Party upon
the Secured Party’s written demand thereof made at any time after the
occurrence of an Event of Default has occurred all balances in each Deposit
Account with such depository for application to the Obligations then
outstanding.


(c)                                  Simultaneously with
the execution and delivery of this Agreement, the Company shall make, execute,
acknowledge, file, record and deliver to the Secured Party any documents
reasonably requested by the Secured Party to perfect its security interest in
the Pledged Property.  Simultaneously
with the execution and delivery of this Agreement, the Company shall make,
execute, acknowledge and deliver to the Secured Party such documents and instruments,
including, without limitation, financing statements, certificates, affidavits
and forms as may, in the Secured Party’s reasonable judgment, be necessary to
effectuate, complete or perfect, or to continue and preserve, the security
interest of the Secured Party in the Pledged Property, and the Secured Party
shall hold such documents and instruments as secured party, subject to the
terms and conditions contained herein.


Section 2.2.                                   Event
of Default


An “Event of Default” shall be deemed
to have occurred under this Agreement upon an Event of Default under and as
defined in the Convertible Debentures.


Section 2.3                                      Grant of Security
Interest to Stanford.


The Company is granting a security interest
in and to the Pledged Property to Stanford under the Stanford Security
Agreement.  The security interests
granted by the Company to the Secured Party hereunder shall be senior to the
security interest granted by the Company to Stanford under the Stanford
Security Agreement irrespective of priority, regardless of the date, manner, or
order of perfection of the respective security interests, liens and
encumbrances granted or to be granted by the Company to or for the benefit of
the Secured Party hereunder or Stanford under the Stanford Security
Agreement.  So long as this Agreement
shall remain in effect, the security interests, liens,  and encumbrances granted to the Secured Party
shall be senior to the security interests, liens and encumbrances of granted to
Stanford.  The Secured Party and Stanford
are entering into the Intercreditor Agreement further describing the ranking  of the security interests granted by the Company to the
Secured Party hereunder and to Stanford under the Stanford Security Agreement.



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ARTICLE
3.


ATTORNEY-IN-FACT; PERFORMANCE


Section 3.1.                                   Secured
Party Appointed Attorney-In-Fact.


Upon the occurrence and during the continuance of an
Event of Default: (a) the Company hereby appoints the Secured Party as its
attorney-in-fact, with full authority in the place and stead of the Company and
in the name of the Company or otherwise, from time to time in the Secured Party’s
discretion to take any action and to execute any instrument which the Secured
Party may reasonably deem necessary to accomplish the purposes of this
Agreement, including, without limitation, to receive and collect all instruments
made payable to the Company representing any payments in respect of the Pledged
Property or any part thereof and to give full discharge for the same; (b) the
Secured Party may demand, collect, receipt for, settle, compromise, adjust, sue
for, foreclose, or realize on the Pledged Property as and when the Secured
Party may determine, and (c) to facilitate collection, the Secured Party may
notify account debtors and obligors on any Pledged Property to make payments
directly to the Secured Party.


Section 3.2.                                   Secured
Party May Perform.


If the Company fails to perform any agreement
contained herein, the Secured Party, at its option, may itself perform, or
cause performance of, such agreement, and the expenses of the Secured Party
incurred in connection therewith shall be included in the Obligations secured
hereby and payable by the Company under Section 8.3.


ARTICLE
4.


REPRESENTATIONS AND WARRANTIES


Section 4.1.                                   Authorization;
Enforceability.


Each of the parties hereto represents and warrants
that it has taken all action necessary to authorize the execution, delivery and
performance of this Agreement and the transactions contemplated hereby; and
upon execution and delivery, this Agreement shall constitute a valid and
binding obligation of the respective party, subject to applicable bankruptcy,
insolvency, reorganization, moratorium and similar laws affecting creditors’
rights or by the principles governing the availability of equitable remedies.


Section 4.2.                                   Ownership
of Pledged Property.


The Company represents and warrants that it is the
legal and beneficial owner of the Pledged Property free and clear of any lien,
security interest, option or other charge or encumbrance (each, a “Lien”)
except for the security interest created by this Agreement and other Permitted
Liens.  For purposes of this Agreement, “Permitted
Liens” means: (1) the security interest created by this Agreement and the
Stanford Security Agreement, (2) existing Liens disclosed by the Company to the
Secured Party; (3) inchoate Liens for taxes, assessments or governmental
charges or levies not yet due, as to which the grace period, if any, related
thereto has not yet expired, or being contested in good faith and by



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appropriate proceedings for which adequate reserves
have been established in accordance with GAAP; (4) Liens of carriers,
materialmen, warehousemen, mechanics and landlords and other similar Liens
which secure amounts which are not yet overdue by more than 60 days or which
are being contested in good faith by appropriate proceedings; (5) licenses,
sublicenses, leases or subleases granted to other Persons not materially
interfering with the conduct of the business of the Company; (6) Liens securing
capitalized lease obligations and purchase money indebtedness incurred solely
for the purpose of financing an acquisition or lease; (7) easements,
rights-of-way, restrictions, encroachments, municipal zoning ordinances and
other similar charges or encumbrances, and minor title deficiencies, in each
case not securing debt and not materially interfering with the conduct of the
business of the Company and not materially detracting from the value of the
property subject thereto; (8) Liens arising out of the existence of judgments
or awards which judgments or awards do not constitute an Event of Default; (9)
Liens incurred in the ordinary course of business in connection with workers
compensation claims, unemployment insurance, pension liabilities and social
security benefits and Liens securing the performance of bids, tenders, leases
and contracts in the ordinary course of business, statutory obligations, surety
bonds, performance bonds and other obligations of a like nature (other than
appeal bonds) incurred in the ordinary course of business (exclusive of
obligations in respect of the payment for borrowed money); (10) Liens in favor
of a banking institution arising by operation of law encumbering deposits
(including the right of set-off) and contractual set-off rights held by such
banking institution and which are within the general parameters customary in
the banking industry and only burdening deposit accounts or other funds
maintained with a creditor depository institution; (11) usual and customary
set-off rights in leases and other contracts; and (12) escrows in connection
with acquisitions and dispositions.


ARTICLE
5.


DEFAULT; REMEDIES; SUBSTITUTE COLLATERAL


Section 5.1                                      Method of
Realizing Upon the Pledged Property: Other Remedies.


If any Event of Default shall have occurred and be
continuing:


(a)                                  The
Secured Party may exercise in respect of the Pledged Property, in addition to
any other rights and remedies provided for herein or otherwise available to it,
all of the rights and remedies of a secured party upon default under the
Uniform Commercial Code (whether or not the Uniform Commercial Code applies to
the affected Pledged Property), and also may (i) take absolute control of the
Pledged Property, including, without limitation, transfer into the Secured
Party’s name or into the name of its nominee or nominees (to the extent the
Secured Party has not theretofore done so) and thereafter receive, for the
benefit of the Secured Party, all payments made thereon, give all consents,
waivers and ratifications in respect thereof and otherwise act with respect
thereto as though it were the outright owner thereof, (ii) require the
Company to assemble all or part of the Pledged Property as directed by the
Secured Party and make it available to the Secured Party at a place or places
to be designated by the Secured Party that is reasonably convenient to both parties,
and the Secured Party may enter into and occupy any premises owned or leased by
the Company where the Pledged Property or any part



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thereof is located or assembled for a reasonable
period in order to effectuate the Secured Party’s rights and remedies hereunder
or under law, without obligation to the Company in respect of such occupation,
and (iii) without notice except as specified below and without any
obligation to prepare or process the Pledged Property for sale, (A) sell
the Pledged Property or any part thereof in one or more parcels at public or
private sale, at any of the Secured Party’s offices or elsewhere, for cash, on
credit or for future delivery, and at such price or prices and upon such other
terms as the Secured Party may deem commercially reasonable and/or
(B) lease, license or dispose of the Pledged Property or any part thereof
upon such terms as the Secured Party may deem commercially reasonable.  The Company agrees that, to the extent notice
of sale or any other disposition of the Pledged Property shall be required by
law, at least ten (10) days’ notice to the Company of the time and place of any
public sale or the time after which any private sale or other disposition of
the Pledged Property is to be made shall constitute reasonable notification.  The Secured Party shall not be obligated to
make any sale or other disposition of any Pledged Property regardless of notice
of sale having been given.  The Secured
Party may adjourn any public or private sale from time to time by announcement
at the time and place fixed therefor, and such sale may, without further
notice, be made at the time and place to which it was so adjourned.  The Company hereby waives any claims against
the Secured Party arising by reason of the fact that the price at which the
Pledged Property may have been sold at a private sale was less than the price
which might have been obtained at a public sale or was less than the aggregate
amount of the Obligations, even if the Secured Party accepts the first offer
received and does not offer such Pledged Property to more than one offeree, and
waives all rights that the Company may have to require that all or any part of
such Pledged Property be marshaled upon any sale (public or private) thereof.  The Company hereby acknowledges that
(i) any such sale of the Pledged Property by the Secured Party may be made
without warranty, (ii) the Secured Party may specifically disclaim any
warranties of title, possession, quiet enjoyment or the like, and
(iii) such actions set forth in clauses (i) and (ii) above shall not
adversely affect the commercial reasonableness of any such sale of Pledged
Property.


(b)                                 Any
cash held by the Secured Party as Pledged Property and all cash proceeds
received by the Secured Party in respect of any sale of or collection from, or
other realization upon, all or any part of the Pledged Property shall be
applied (after payment of any amounts payable to the Secured Party pursuant to
Section 8.3 hereof) by the Secured Party against, all or any part of the
Obligations in such order as the Secured Party shall elect, consistent with the
provisions of the Securities Purchase Agreement.  Any surplus of such cash or cash proceeds
held by the Secured Party and remaining after the indefeasible payment in full
in cash of all of the Obligations shall be paid over to whomsoever shall be
lawfully entitled to receive the same or as a court of competent jurisdiction
shall direct.


(c)                                  In
the event that the proceeds of any such sale, collection or realization are
insufficient to pay all amounts to which the Secured Party is legally entitled,
the Company shall be liable for the deficiency, together with interest thereon
at the rate specified in the Convertible Debentures for interest on overdue
principal thereof or such other rate as shall be fixed by applicable law,
together with the costs of collection and the



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reasonable fees, costs, expenses and other client
charges of any attorneys employed by the Secured Party to collect such
deficiency.


(d)                                 The
Company hereby acknowledges that if the Secured Party complies with any
applicable state, provincial, or federal law requirements in connection with a
disposition of the Pledged Property, such compliance will not adversely affect
the commercial reasonableness of any sale or other disposition of the Pledged
Property.


(e)                                  The
Secured Party shall not be required to marshal any present or future collateral
security (including, but not limited to, this Agreement and the Pledged
Property) for, or other assurances of payment of, the Obligations or any of
them or to resort to such collateral security or other assurances of payment in
any particular order, and all of the Secured Party’s rights hereunder and in
respect of such collateral security and other assurances of payment shall be
cumulative and in addition to all other rights, however existing or
arising.  To the extent that the Company
lawfully may, the Company hereby agrees that it will not invoke any law
relating to the marshaling of collateral which might cause delay in or impede
the enforcement of the Secured Party’s rights under this Agreement or under any
other instrument creating or evidencing any of the Obligations or under which
any of the Obligations is outstanding or by which any of the Obligations is
secured or payment thereof is otherwise assured, and, to the extent that it
lawfully may, the Company hereby irrevocably waives the benefits of all such
laws.


Section 5.2                                      Duties
Regarding Pledged Property.


The Secured Party shall have no duty as to the
collection or protection of the Pledged Property or any income thereon or as to
the preservation of any rights pertaining thereto, beyond the safe custody and
reasonable care of any of the Pledged Property actually in the Secured Party’s
possession.


ARTICLE
6.


AFFIRMATIVE COVENANTS


The Company covenants and agrees that, from the date
hereof and until the Obligations have been fully paid and satisfied or the
Convertible Debentures have been fully converted, unless the Secured Party
shall consent otherwise in writing (as provided in Section 8.4 hereof):


Section 6.1.                                   Existence,
Properties, Etc.


(a)                                  The Company shall do,
or cause to be done, all things, or proceed with due diligence with any actions
or courses of action, that may be reasonably necessary (i) to maintain
Company’s due organization, valid existence and good standing under the laws of
its state of incorporation, and (ii) to preserve and keep in full force
and effect all qualifications, licenses and registrations in those
jurisdictions in which the failure to do so could have a Material Adverse
Effect (as defined below); and (b) the Company shall not do, or cause to
be done, any act impairing the Company’s corporate power or authority
(i) to carry on the Company’s business as now conducted, and (ii) to



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execute or deliver this Agreement or any other document delivered in
connection herewith, including, without limitation, any UCC-1 Financing
Statements required by the Secured Party (which other loan instruments
collectively shall be referred to as the “Loan Instruments”) to
which it is or will be a party, or perform any of its obligations hereunder or
thereunder.  For purpose of this
Agreement, the term “Material Adverse Effect” shall mean any material
and adverse affect as determined by Secured Party in its reasonable discretion,
whether individually or in the aggregate, upon (a) the Company’s assets,
business, operations, properties or condition, financial or otherwise;
(b) the Company’s ability to make payment as and when due of all or any
part of the Obligations; or (c) the Pledged Property.


Section 6.2.                                   Financial
Statements and Reports.


The Company shall furnish to the Secured Party within
a reasonable time such financial data as the Secured Party may reasonably
request.


Section 6.3.                                   Accounts
and Reports.


The Company shall maintain a standard system of
accounting in accordance with generally accepted accounting principles
consistently applied (“GAAP”) and provide, at its sole expense, to the
Secured Party the following:


(a)                                  as soon as available,
a copy of any notice or other communication alleging any nonpayment or other
material breach or default, or any foreclosure or other action respecting any
material portion of its assets and properties, received respecting any of the
indebtedness of the Company in excess of $500,000 (other than the Obligations),
or any demand or other request for payment under any guaranty, assumption,
purchase agreement or similar agreement or arrangement respecting the
indebtedness or obligations of others in excess of $500,000; and


(b)                                 within fifteen
(15) days after the making of each submission or filing, a copy of any
report, financial statement, notice or other document, whether periodic or
otherwise, submitted to the shareholders of the Company, or submitted to or
filed by the Company with any governmental authority involving or affecting (i)
the Company that could reasonably be expected to have a Material Adverse
Effect; (ii) the Obligations; (iii) any part of the Pledged Property;
or (iv) any of the transactions contemplated in this Agreement or the Loan
Instruments (except, in each case, to the extent any such submission, filing,
report, financial statement, notice or other document is posted on EDGAR
Online).


Section 6.4.                                   Maintenance
of Books and Records; Inspection.


The Company shall maintain its books, accounts and
records in accordance with GAAP, and permit the Secured Party, its officers and
employees and any professionals designated by the Secured Party in writing, at
any time during normal business hours and upon reasonable notice to visit and
inspect any of its properties (including but not limited to the collateral
security described in the Transaction Documents and/or the Loan Instruments),
corporate books and financial records, and to discuss its accounts, affairs



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and finances with any employee, officer or director
thereof (it being agreed that, unless an Event of Default shall have occurred
and be continuing, there shall be no more than two (2) such visits and
inspections in any Fiscal Year).


Section 6.5.                                   Maintenance
and Insurance.


(a)                                  The Company shall
maintain or cause to be maintained, at its own expense, all of its material
assets and properties in good working order and condition, ordinary wear and
tear excepted, making all necessary repairs thereto and renewals and
replacements thereof.


(b)                                 The Company shall
maintain or cause to be maintained, at its own expense, insurance in form,
substance and amounts (including deductibles), which the Company deems
reasonably necessary to the Company’s business, (i) adequate to insure all
assets and properties of the Company of a character usually insured by persons
engaged in the same or similar business against loss or damage resulting from
fire or other risks included in an extended coverage policy; (ii) against
public liability and other tort claims that may be incurred by the Company;
(iii) as may be required by the Transaction Documents and/or applicable
law and (iv) as may be reasonably requested by Secured Party, all with
financially sound and reputable insurers.


Section 6.6.                                   Contracts
and Other Collateral.


The Company shall perform all of its obligations under
or with respect to each instrument, receivable, contract and other intangible
included in the Pledged Property to which the Company is now or hereafter will
be party on a timely basis and in the manner therein required, including,
without limitation, this Agreement, except to the extent the failure to so
perform such obligations would not reasonably be expected to have a Material
Adverse Effect.


Section 6.7.                                   Defense
of Collateral, Etc.


The Company shall defend and enforce its right, title
and interest in and to any part of: 
(a) the Pledged Property; and (b) if not included within the
Pledged Property, those assets and properties whose loss would reasonably be
expected to have a Material Adverse Effect, each against all manner of claims
and demands on a timely basis to the full extent permitted by applicable law
(other than any such claims and demands by holders of Permitted Liens).


Section 6.8.                                   Taxes
and Assessments.


The Company shall (a) file all material tax
returns and appropriate schedules thereto that are required to be filed under
applicable law, prior to the date of delinquency (taking into account any
extensions of the original due date), (b) pay and discharge all material
taxes, assessments and governmental charges or levies imposed upon the Company,
upon its income and profits or upon any properties belonging to it, prior to
the date on which penalties attach thereto, and (c) pay all material
taxes, assessments and governmental charges or levies that, if unpaid, might
become a lien or charge upon any of



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its properties; provided,
however, that the Company in good faith may contest any such tax,
assessment, governmental charge or levy described in the foregoing clauses (b)
and (c) so long as appropriate reserves are maintained with respect thereto if
and to the extent required by GAAP.


Section 6.9.                                   Compliance
with Law and Other Agreements.


The Company shall maintain its business operations and
property owned or used in connection therewith in compliance with (a) all
applicable federal, state and local laws, regulations and ordinances governing
such business operations and the use and ownership of such property, and
(b) all agreements, licenses, franchises, indentures and mortgages to which
the Company is a party or by which the Company or any of its properties is
bound, except where the failure to so comply would not reasonably be expected
to have a Material Adverse Effect.


Section 6.10.                             Notice
of Default.


The Company shall give written notice to the Secured
Party of the occurrence of any Event of Default.


Section 6.11.                             Notice
of Litigation.


The Company shall give notice, in writing, to the
Secured Party of (a) any actions, suits or proceedings wherein the amount
at issue is in excess of $250,000, instituted by any persons against the
Company, or affecting any of the assets of the Company, and (b) any
dispute, not resolved within fifteen (15) days of the commencement thereof,
between the Company on the one hand and any governmental or regulatory body on
the other hand, which might reasonably be expected to have a Material Adverse
Effect on the business operations or financial condition of the Company.


Section 6.13.                             Future Subsidiaries.


If the Company shall hereafter create or acquire any
subsidiary, simultaneously with the creation or acquisition of such subsidiary,
the Company shall cause such subsidiary to grant to the Secured Party a
security interest of the same tenor as created under this Agreement.


Section 6.14.                             Establishment of Deposit
Account, Dominion Account Agreements.


Within ten (10) days of the date hereof, each Company,
the Secured Party, and each applicable bank or other depository institution
shall enter into a deposit account agreement (“Deposit Account Agreement”)
in the form of Exhibit B with respect to each of the Company’s savings,
passbook, money market or other depository accounts, and all certificates of
deposit, maintained by each Company with any bank, savings and loan
association, credit union or other depository institution (each, a “Deposit
Account”) maintained or used by each Company providing dominion and control
over such accounts to the Secured Party such that upon notice by the Secured
Party to such bank or other



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depository institution of the occurrence of an Event
of Default all actions under such account shall be taken solely at the Secured
Party’s direction.  Each Company’s
current Deposit Accounts are set forth on Schedule 6.14 attached hereto.


Each Company shall cause all cash, all collections and
proceeds from accounts receivable, all receipts from credit card payments, and
all proceeds from the sale of any Pledged Property to be deposited into a
Deposit Account in the ordinary course of business and consistent with past
practices.


While any Convertible Debentures remain outstanding,
the Company shall have valid and effective Deposit Account Agreements in place
at all times with respect to all of its Deposit Accounts.  No Deposit Account shall be established, used
or maintained by the Company unless it first enters into a Deposit Account
Agreement.


With respect to each Deposit Account, from an after
the occurrence of an Event of Default, the Secured Party shall have the right,
at any time and from time to time, to exercise its rights under such Deposit
Account Agreement, including, for the avoidance of any doubt, the exclusive
right to give instructions to the financial institution at which such Deposit
Account is maintained as to the disposition of funds or other property on
deposit therein or credited thereto.  The
Secured Party hereby covenants and agrees that it will not send any such notice
to a financial institution at which any such Deposit Account is maintained
directing the disposition of funds or other property therein unless and until
the occurrence of an Event of Default.


ARTICLE
7.


NEGATIVE COVENANTS


The Company covenants and agrees that, from the date hereof until the
Obligations have been fully paid and satisfied, the Company shall not, unless
the Secured Party shall consent otherwise in writing:


Section 7.1.                                  Liens
and Encumbrances.


Directly or indirectly make, create, incur, assume or
permit to exist any Lien in, to or against any part of the Pledged Property
other than Permitted Liens.


Section 7.2.                                  Restriction
on Redemption and Cash Dividends


Directly or indirectly, redeem, repurchase or declare
or pay any cash dividend or distribution on its capital stock without the prior
express written consent of the Secured Party.



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Section 7.3.                                   Incurrence of
Indebtedness.


Directly or
indirectly, incur or guarantee, assume or suffer to exist any indebtedness,
other than the indebtedness evidenced by the Convertible Debentures and other
Permitted Indebtedness.  “Permitted
Indebtedness” means: (i) indebtedness evidenced by Convertible Debentures
and indebtedness to Stanford pursuant to the Stanford Closing (as defined in
the Securities Purchase Agreement); (ii) indebtedness described on the
Disclosure Schedule to the Securities Purchase Agreement; (iii) indebtedness
incurred solely for the purpose of financing the acquisition or lease of any
equipment by the Company, including capital lease obligations with no recourse
other than to such equipment; (iv) indebtedness (A) the repayment of which has
been subordinated to the payment of the Convertible Debentures on terms and conditions
acceptable to the Secured Party, including with regard to interest payments and
repayment of principal, (B) which does not mature or otherwise require or
permit redemption or repayment prior to or on the 91st day after the maturity date of any Convertible
Debentures then outstanding; and (C) which is not secured by any assets of the
Company; (v) indebtedness solely between the Company and/or one of its domestic
subsidiaries, on the one hand, and the Company and/or one of its domestic
subsidiaries, on the other which indebtedness is not secured by any assets of
the Company or any of its subsidiaries, provided that (x) in each case a
majority of the equity of any such domestic subsidiary is directly or
indirectly owned by the Company, such domestic subsidiary is controlled by the
Company and such domestic subsidiary has executed a security agreement in the
form of this Agreement and (y) any such
loan shall be evidenced by an intercompany note that is pledged by the Company
or its subsidiary, as applicable, as collateral pursuant to this Agreement;
(vi) reimbursement obligations in respect of letters of credit issued for the
account of the Company or any of its subsidiaries for the purpose of securing
performance obligations of the Company or its subsidiaries incurred in the
ordinary course of business so long as the aggregate face amount of all such
letters of credit does not exceed $500,000 at any one time; and (vii) renewals,
extensions and refinancing of any indebtedness described in clauses (i) or (iii)
of this subsection.


Section 7.4.                                   Places of
Business.


Change the location of its chief place of business,
chief executive office or any place of business disclosed to the Secured Party,
unless such change in location is to a different location within the United
States and the Company provides notice to the Secured Party of new location
within 10 days’ of such change in location.


ARTICLE
8.


MISCELLANEOUS


Section 8.1.                                   Notices.


All notices or other communications required or
permitted to be given pursuant to this Agreement shall be in writing and shall
be considered as duly given on: 
(a) the date of delivery, if delivered in person or by nationally
recognized overnight delivery service or (b) five (5) days after
mailing if mailed from within the continental United States by certified mail,
return receipt requested to the party entitled to receive the same:



 12
 









 


	
  If to the Secured Party:

  	
   

  	
  YA Global Investments, LP

  
	
   

  	
   

  	
  101 Hudson Street-Suite 3700

  
	
   

  	
   

  	
  Jersey City, New Jersey 07302

  
	
   

  	
   

  	
  Attention:

  	
  Mark Angelo

  
	
   

  	
   

  	
   

  	
  Portfolio Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone:

  	
  (201) 986-8300

  
	
   

  	
   

  	
  Facsimile:

  	
  (201) 985-8266

  
	
   

  	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  David Gonzalez, Esq.

  
	
   

  	
   

  	
  101 Hudson Street, Suite 3700

  
	
   

  	
   

  	
  Jersey City, NJ 07302

  
	
   

  	
   

  	
  Telephone:

  	
  (201) 985-8300

  
	
   

  	
   

  	
  Facsimile:

  	
  (201) 985-8266

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  And if to the
  Company:

  	
   

  	
  Senesco Technologies, Inc.

  
	
   

  	
   

  	
  303 George Street, Suite 420

  
	
   

  	
   

  	
  New Brunswick, NJ 08901

  
	
   

  	
   

  	
  Attention:

  	
  Chief Executive Officer

  
	
   

  	
   

  	
  Telephone:

  	
   

  
	
   

  	
   

  	
  Facsimile:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  Morgan, Lewis & Bochius

  
	
   

  	
   

  	
  502 Carnegie Center

  
	
   

  	
   

  	
  Princeton, NJ 08540

  
	
   

  	
   

  	
  Attention:

  	
   

  
	
   

  	
   

  	
  Telephone:

  	
  (609) 919-6633

  
	
   

  	
   

  	
  Facsimile:

  	
  (609) 919-6701

  



 


Any party may change its address by giving notice to
the other party stating its new address. 
Commencing on the tenth (10th) day after the giving of such
notice, such newly designated address shall be such party’s address for the
purpose of all notices or other communications required or permitted to be
given pursuant to this Agreement.


Section 8.2.                                   Severability.


If any provision of this Agreement shall be held
invalid or unenforceable, such invalidity or unenforceability shall attach only
to such provision and shall not in any manner affect or render invalid or
unenforceable any other severable provision of this Agreement, and this
Agreement shall be carried out as if any such invalid or unenforceable
provision were not contained herein.


Section 8.3.                                   Expenses.


In the event of an Event of Default, the Company will
pay to the Secured Party the amount of any and all reasonable out-of-pocket
expenses, including the reasonable



 13
 









fees and expenses of its counsel, which the Secured
Party may incur in connection with: 
(i) the custody or preservation of, or the sale, collection from,
or other realization upon, any of the Pledged Property; (ii) the exercise
or enforcement of any of the rights of the Secured Party hereunder or
(iii) the failure by the Company to perform or observe any of the
provisions hereof.


Section 8.4.                                   Waivers,
Amendments, Etc.


The Secured Party’s delay or failure at any time or
times hereafter to require strict performance by Company of any undertakings,
agreements or covenants shall not waive, affect, or diminish any right of the
Secured Party under this Agreement to demand strict compliance and performance
herewith.  Any waiver by the Secured Party
of any Event of Default shall not waive or affect any other Event of Default,
whether such Event of Default is prior or subsequent thereto and whether of the
same or a different type.  None of the
undertakings, agreements and covenants of the Company contained in this
Agreement, and no Event of Default, shall be deemed to have been waived by the
Secured Party, nor may this Agreement be amended, changed or modified, unless
such waiver, amendment, change or modification is evidenced by an instrument in
writing specifying such waiver, amendment, change or modification and signed by
the Secured Party in the case of any such waiver, and signed by the Secured
Party and the Company in the case of any such amendment, change or
modification.


Section 8.5.                                   Continuing
Security Interest; Partial Release.


(a)                                  This
Agreement shall create a continuing security interest in the Pledged Property
and shall: (i) remain in full force and effect until payment or conversion
in full of the Convertible Debentures; (ii) be binding upon the Company
and its successors and assigns; and (iii) inure to the benefit of the
Secured Party and its successors and assigns. 
Upon the payment or satisfaction in full or conversion in full of the
Convertible Debentures, this Agreement and the security interest created hereby
shall terminate, and, in connection therewith, the Company shall be entitled to
the return, at its expense, of such of the Pledged Property as shall not have
been sold in accordance with Section 5.2 hereof or otherwise applied pursuant
to the terms hereof and the Secured Party shall deliver to the Company such
documents as the Company shall reasonably request to evidence such termination.


(b)                                 Effective
upon the closing of a disposition of any Pledged Property, provided the Secured
Party consents in writing prior to such disposition or such disposition is made
in the ordinary course of business, the security interest granted hereunder in
the Pledged Property so disposed of shall terminate and the Secured Party shall
deliver such documents as the Company shall reasonably request to evidence such
termination; provided, however, the security interest granted hereunder in all
remaining Pledged Property shall remain in full force and effect.



 14
 









Section 8.6.                                   Independent
Representation.


Each party hereto acknowledges and agrees that it has
received or has had the opportunity to receive independent legal counsel of its
own choice and that it has been sufficiently apprised of its rights and
responsibilities with regard to the substance of this Agreement.


Section 8.7.                                   Applicable
Law:  Jurisdiction.


This Agreement shall be governed by and interpreted in
accordance with the laws of the State of New Jersey without regard to the
principles of conflict of laws.  The
parties further agree that any action between them shall be heard in Hudson
County, New Jersey, and expressly consent to the jurisdiction and venue of the
Superior Court of New Jersey, sitting in Hudson County and the United States
District Court for the District of New Jersey sitting in Newark, New Jersey for
the adjudication of any civil action asserted pursuant to this Paragraph.


Section 8.8.                                   Waiver
of Jury Trial.


AS A FURTHER INDUCEMENT FOR THE SECURED PARTY TO ENTER
INTO THIS AGREEMENT AND TO MAKE THE FINANCIAL ACCOMMODATIONS TO THE COMPANY,
THE COMPANY HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
RELATED IN ANY WAY TO THIS AGREEMENT AND/OR ANY AND ALL OTHER DOCUMENTS RELATED
TO THIS TRANSACTION.


Section 8.9.                                   Entire
Agreement.


This Agreement constitutes the entire agreement among
the parties and supersedes any prior agreement or understanding among them with
respect to the subject matter hereof.


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]



 15
 









IN
WITNESS WHEREOF, the parties hereto have executed this
Security Agreement as of the date first above written.


	
  

  	
   

  	
  COMPANY:

  
	
   

  	
   

  	
  SENESCO TECHNOLOGIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Bruce C. Galton

  
	
   

  	
   

  	
  Name:

  	
  Bruce C. Galton

  
	
   

  	
   

  	
  Title:

  	
  President and CFO

  
					



 



 16
 









IN
WITNESS WHEREOF, the parties hereto have executed this
Security Agreement as of the date first above written.


	
  

  	
   

  	
  COMPANY:

  
	
   

  	
   

  	
  SENESCO, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Bruce C. Galton

  
	
   

  	
   

  	
  Name:

  	
  Bruce C. Galton

  
	
   

  	
   

  	
  Title:

  	
  President

  
					



 



 17
 









IN
WITNESS WHEREOF, the parties hereto have executed this
Security Agreement as of the date first above written.


	
  

  	
   

  	
  SECURED PARTY:

  
	
   

  	
   

  	
  YA GLOBAL INVESTMENTS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Yorkville
  Advisors, LLC     

  
	
   

  	
   

  	
  Its:

  	
  Investment Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Gerald Eicke

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gerald Eicke

  
	
   

  	
   

  	
  Title:

  	
  Managing Partner

  
								



 



 18
 









SCHEDULE I


LEGAL NAMES;
ORGANIZATIONAL IDENTIFICATION NUMBERS; STATES OF ORGANIZATION


	
  Company’s
  Name

  	
   

  	
  State of

  Organization

  	
   

  	
  Employer

  ID

  	
   

  	
  Organizational

  ID

  
	
  SENESCO
  TECHNOLOGIES, INC.

  	
   

  	
  Delaware

  	
   

  	
   

  	
   

  	
   

  
	
  SENESCO,
  INC.

  	
   

  	
  New Jersey

  	
   

  	
   

  	
   

  	
   

  



 



 19














EXHIBIT A


DEFINITION OF PLEDGED PROPERTY


For the purpose of securing prompt and complete
payment and performance by the Company of all of the Obligations, the Company
unconditionally and irrevocably hereby grants to the Secured Party a continuing
security interest in and to, and lien upon, the following Pledged Property of
the Company:


(a)                                  all goods of the
Company, including, without limitation, machinery, equipment, furniture,
furnishings, fixtures, signs, lights, tools, parts, supplies and motor vehicles
of every kind and description, now or hereafter owned by the Company or in
which the Company may have or may hereafter acquire any interest, and all
replacements, additions, accessions, substitutions and proceeds thereof,
arising from the sale or disposition thereof, and where applicable, the
proceeds of insurance and of any tort claims involving any of the foregoing;


(b)                                 all inventory of the
Company, including, but not limited to, all goods, wares, merchandise, parts,
supplies, finished products, other tangible personal property, including such
inventory as is temporarily out of Company’s custody or possession and
including any returns upon any accounts or other proceeds, including insurance
proceeds, resulting from the sale or disposition of any of the foregoing;


(c)                                  all contract rights
and general intangibles of the Company, including, without limitation,
goodwill, trademarks, trade styles, trade names, leasehold interests,
partnership or joint venture interests, patents and patent applications,
copyrights, deposit accounts whether now owned or hereafter created;


(d)                                 all documents,
warehouse receipts, instruments and chattel paper of the Company whether now
owned or hereafter created;


(e)                                  all accounts and
other receivables, instruments or other forms of obligations and rights to
payment of the Company (herein collectively referred to as “Accounts”),
together with the proceeds thereof, all goods represented by such Accounts and
all such goods that may be returned by the Company’s customers, and all
proceeds of any insurance thereon, and all guarantees, securities and liens
which the Company may hold for the payment of any such Accounts including,
without limitation, all rights of stoppage in transit, replevin and reclamation
and as an unpaid vendor and/or lienor;


(f)                                    to the extent
assignable, all of the Company’s rights under all present and future
authorizations, permits, licenses and franchises issued or granted in
connection with the operations of any of its facilities;


(g)                                 all equity interests,
securities or other instruments in other companies, including, without
limitation, any subsidiaries, investments or other entities (whether or not
controlled); and











(h)                                 all products and
proceeds (including, without limitation, insurance proceeds) from the
above-described Pledged Property.















EXHIBIT B


FORM OF
DEPOSIT ACCOUNT AGREEMENT