Exhibit 4.17


NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS
CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE. 
THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS.


SENESCO TECHNOLOGIES, INC.


SECURED CONVERTIBLE DEBENTURE


	
  Issuance Date: September 21, 2007

  	
   

  	
  Original Principal Amount:   $1,500,000

  
	
  No. SNT-1-1

  	
   

  	
   

  



 


FOR
VALUE RECEIVED, SENESCO TECHNOLOGIES, INC., a Delaware
corporation (the “Company”),
hereby promises to pay to the order of YA GLOBAL INVESTMENTS, L.P. or its
registered assigns (the “Holder”)
the amount set out above as the Original Principal Amount (as reduced pursuant
to the terms hereof pursuant to redemption, conversion or otherwise, the “Principal”) when due, whether upon
the Maturity Date (as defined below), acceleration, redemption or otherwise (in
each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding
Principal at the applicable Interest Rate from the date set out above as the
Issuance Date (the “Issuance Date”) until the same becomes due
and payable, whether upon an Interest Date (as defined below), the Maturity
Date, or acceleration, conversion, redemption or otherwise (in each case in
accordance with the terms hereof).  This
Secured Convertible Debenture (including all Secured Convertible Debentures
issued in exchange, transfer or replacement hereof, this “Debenture”) is one of an issue of
Secured Convertible Debentures issued pursuant to the Securities Purchase
Agreement (collectively, the “Debentures”
and such other Senior Convertible Debentures, the “Other Debentures”).  Certain capitalized terms used herein are
defined in Section 17.


(1)                                  GENERAL
TERMS


(a)                                  Payment
of Principal.  On the Maturity Date, the Company shall pay
to the Holder an amount in cash representing all outstanding Principal, accrued
and unpaid Interest.  The “Maturity  Date” shall be December 30,
2010, as may be extended at the option of the Holder in the event that, and for
so long as, an Event of Default (as defined below) shall have occurred and be
continuing on the Maturity Date (as may be extended pursuant to this Section 1)
or any event shall have occurred and be continuing on the Maturity Date (as may
be extended pursuant to this Section 1) that with the passage of time and the
failure to cure would result in an 













Event of Default.  Other than as specifically permitted by this
Debenture, the Company may not prepay or redeem any portion of the outstanding
Principal without the prior written consent of the Holder.


(b)                                 Interest.  Interest shall accrue on the outstanding
principal balance hereof at an annual rate equal to eight percent (8%) (“Interest
Rate”).  Interest shall be calculated
on the basis of a 365-day year and the actual number of days elapsed, to the
extent permitted by applicable law. 
Interest hereunder shall be paid on each Interest Date (or sooner as
provided herein) to the Holder or its assignee in whose name this Debenture is
registered on the records of the Company regarding registration and transfers
of Debentures, at the option of the Company, in cash, or, converted into Common
Stock (the “Interest Shares”) at the Interest Conversion Price;
provided, that, the issuance of such Interest Shares would not violate any
provisions of this Debenture.


(c)                                  Security.  This
Debenture is secured by (i) a security interest in all of the assets of the
Company and of each of the Company’s subsidiaries as evidenced by the security
agreement dated September 21, 2007 (the “Security Agreement”) and (ii) a
security interest in all of the intellectual property of the Company and of
each of the Company’s subsidiaries as evidenced by the patent security
agreement dated September 21, 2007 (the “Patent Security Agreement” and
together with the Security Agreement collectively the “Security Documents”).


(2)                                  EVENTS
OF DEFAULT. 


(a)                                  An
“Event of Default”, wherever used herein, means any one of the following
events (whatever the reason and whether it shall be voluntary or involuntary or
effected by operation of law or pursuant to any judgment, decree or order of
any court, or any order, rule or regulation of any administrative or
governmental body):


(i)                                     The
Company’s failure to pay to the Holder any amount of Principal, Interest, or
other amounts when and as due under this Debenture (including, without
limitation, the Company’s failure to pay any redemption payments or amounts
hereunder) or any other Transaction Document, subject to the Exchange Cap (as
defined below) and Share Cap (as defined below);


(ii)                                  The
Company or any subsidiary of the Company shall commence, or there shall be
commenced against the Company or any subsidiary of the Company under any
applicable bankruptcy or insolvency laws as now or hereafter in effect or any
successor thereto, or the Company or any subsidiary of the Company commences
any other proceeding under any reorganization, arrangement, adjustment of debt,
relief of debtors, dissolution, insolvency or liquidation or similar law of any
jurisdiction whether now or hereafter in effect relating to the Company or any
subsidiary of the Company or there is commenced against the Company or any
subsidiary of the Company any such bankruptcy, insolvency or other proceeding
which remains undismissed for a period of 61 days; or the Company or any
subsidiary of the Company is adjudicated insolvent or bankrupt; or any order of
relief or other order approving any such case or proceeding is entered; or the
Company or any subsidiary of the Company suffers any appointment of any
custodian, private or court appointed receiver or the 



 2
 









like for it or any substantial part
of its property which continues undischarged or unstayed for a period of sixty
one (61) days; or the Company or any subsidiary of the Company makes a general
assignment for the benefit of creditors; or the Company or any subsidiary of
the Company shall fail to pay, or shall state that it is unable to pay, or
shall be unable to pay, its debts generally as they become due; or the Company
or any subsidiary of the Company shall call a meeting of its creditors with a
view to arranging a composition, adjustment or restructuring of its debts; or
the Company or any subsidiary of the Company shall by any act or failure to act
expressly indicate its consent to, approval of or acquiescence in any of the
foregoing; or any corporate or other action is taken by the Company or any
subsidiary of the Company for the purpose of effecting any of the foregoing;


(iii)                               The
Company or any subsidiary of the Company shall default in any of its
obligations under any other debenture or any mortgage, credit agreement or
other facility, indenture agreement, factoring agreement or other instrument
under which there may be issued, or by which there may be secured or evidenced
any indebtedness for borrowed money or money due under any long term leasing or
factoring arrangement of the Company or any subsidiary of the Company in an
amount exceeding $100,000, whether such indebtedness now exists or shall
hereafter be created, and such default shall result in such indebtedness
becoming or being declared due and payable prior to the date on which it would
otherwise become due and payable;


(iv)                              If
the Common Stock is quoted or listed for trading on any of the following and it
ceases to be so quoted or listed for trading and shall not again be quoted or
listed for trading on any Primary Market within five (5) Trading Days of such
delisting: (a) the American Stock Exchange, (b) New York Stock Exchange, (c)
the Nasdaq Global Market, (d) the Nasdaq Capital Market, or (e) the NASD OTC
Bulletin Board (“OTCBB”) (each, a “Primary Market”);


(v)                                 The
Company or any subsidiary of the Company shall be a party to any Change of
Control Transaction (as defined in Section 17) unless in connection with such
Change of Control Transaction this Debenture is retired;


(vi)                              The
Company shall fail to file the Underlying Shares Registration Statement with
the Commission, or the Underlying Shares Registration Statement shall not have
been declared effective by the Commission because the Company failed to respond
to comments in a timely manner or the Company failed to use its commercially
reasonable efforts to get it effective, in each case within thirty (30) days of
the periods set forth in the Registration Rights Agreement (“Registration
Rights Agreement”) dated August 1, 2007 among the Company and each Buyer
listed on Schedule I attached thereto, or, while the Underlying Shares
Registration Statement is required to be maintained effective pursuant to the
terms of the Investor Registration Rights Agreement, the effectiveness of the
Underlying Shares Registration Statement lapses for any reason (including,
without limitation, the issuance of a stop order) or is unavailable to the
Holder for sale of all of the Holder’s Registrable Securities (as defined in
the Investor Registration Rights Agreement) in accordance with the terms of the
Investor Registration Rights Agreement, and such lapse or unavailability
continues for a period of more than ten (10) consecutive Trading Days or for
more than an aggregate of twenty (20) days in any 365-day period (which need
not be consecutive);



 3
 









(vii)                           The
Company’s (A) failure to cure a Conversion Failure by delivery of the required
number of shares of Common Stock within five (5) Business Days after the
applicable Conversion Failure or (B) notice, written or oral, to any holder of
the Debentures, including by way of public announcement, at any time, of its
intention not to comply with a request for conversion of any Debentures into
shares of Common Stock that is tendered in accordance with the provisions of
the Debentures, other than pursuant to Section 4(c), in each case, subject to
the Exchange Cap (as defined below) and Share Cap (as defined below);


(viii)                        The
Company shall fail for any reason to deliver the payment in cash pursuant to a
Buy-In (as defined herein) pursuant to Section 4(b)(ii) within three (3)
Business Days after such payment is due;


(ix)                                The
Company shall fail to observe or perform any other covenant, agreement or
warranty contained in, or otherwise commit any breach or default of any
provision of this Debenture (except as may be covered by Section 2(a)(i)
through 2(a)(vii) hereof) or any Transaction Document (as defined in Section
17) which is not cured within the time prescribed.


(x)                                   Any
Event of Default (as defined in the Other Debentures) occurs with respect to
any Other Debentures.


(b)                                 During
the time that any portion of this Debenture is outstanding, if any Event of
Default has occurred, the full unpaid Principal amount of this Debenture,
together with interest and other amounts owing in respect thereof, to the date
of acceleration shall become at the Holder’s election, immediately due and
payable in cash; provided, however, the Holder may request (but shall have no
obligation to request) payment of such amounts in Common Stock of the
Company.  Furthermore, in addition to any
other remedies, the Holder shall have the right (but not the obligation) to
convert this Debenture at any time after (x) an Event of Default or (y) the
Maturity Date at the lower of the Fixed Conversion Price or the Market
Conversion Price.  The Holder need not
provide and the Company hereby waives any presentment, demand, protest or other
notice of any kind, (other than required notice of conversion) and the Holder
may immediately and without expiration of any grace period enforce any and all
of its rights and remedies hereunder and all other remedies available to it
under applicable law. Such declaration may be rescinded and annulled by Holder
at any time prior to payment hereunder. No such rescission or annulment shall
affect any subsequent Event of Default or impair any right consequent thereon.


(c)                                  Accounting
Provision.  For purposes of clarity,
the Company shall not be obligated to settle any conversion of this Debenture
in cash, except as a result of the negligence or willful misconduct of the
Company, then in such case, any cash settlement shall be as per the terms of
this Debenture.


(3)                                  COMPANY
REDEMPTION AND FORCED CONVERSION.


(a)                                  Company’s
Optional Cash Redemption.  The
Company at its option shall have the right to redeem (“Optional Redemption”)
either (A) a portion (in increments of $1,000) or all amounts outstanding under
this Debenture prior to the Maturity Date 



 4
 









provided that as of the date of the Holder’s
receipt of a Redemption Notice (as defined herein) (i) the VWAP of the
Common Stock exceeds 130% of the Fixed Conversion Price for at least 20 trading
days of the 30 prior trading days and (ii) the Underlying Shares Registration
Statement filed pursuant to the Registration Rights Agreement shall be
effective and available for the resale of all applicable shares of Common Stock
that may be issued upon conversion of the Optional Redemption amount, or
(B) a portion or all amounts outstanding under this Debenture prior to the
Maturity Date provided that as of the date of the Holder’s receipt of a Redemption
Notice (as defined herein) the VWAP of the Common Stock is below the Fixed
Conversion Price.  In the case of an
Optional Redemption pursuant to clause A above, the Company shall pay an amount
equal to the principal amount being redeemed plus accrued Interest and in the
case of an Optional Redemption pursuant to clause B above, the Company shall
pay an amount equal to the principal amount being redeemed, plus a redemption
premium equal to 20% of such amount, plus accrued Interest, (collectively referred
to as the “Company Additional  Redemption Amount”).  In order to make an Optional Redemption
pursuant to this Section, the Company shall first provide written notice to the
Holder of its intention to make a redemption (the “Redemption Notice”)
setting forth the amount of Principal it desires to redeem, certifying that the
conditions to such Option Redemption have been satisfied, and setting forth the
date of such Optional Redemption (the “Redemption Date”), which date
shall be at least 30 Business Days but nor more than 60 Business Days from the
date of the Redemption Notice.  After
receipt of the Redemption Notice and up to the Redemption Date, the Holder
shall have the right to convert all or any portion of this Debenture, subject
to the limitations set forth in Section 4(b). 
On the Redemption Date, the Company shall deliver to the Holder the
Company Additional Redemption Amount with respect to the Principal amount
redeemed after giving effect to any conversions effected during the period
between the date of the Redemption Notice and the Redemption Date.


(b)                                 Company’s
Forced Conversion Right. The Company shall have the right to force the
Holder to convert this Debenture (a “Forced Conversion”) prior to the
Maturity Date by delivering to the Holder a written notice (“Forced
Conversion Notice”) provided that the following conditions have been
satisfied: (i) the Equity Conditions shall have been satisfied, (ii) the number
of shares underlying the Forced Conversion will not exceed the Volume
Limitation, (iii) The effective date of the Forced Conversion is at least 5
Trading Days following the date of the Forced Conversion Notice, (iv) at least
40 Business Days have elapsed since the last Forced Conversion, and (v) the
VWAP of the Common Stock shall have exceeded 150% of the Fixed Conversion Price
for at least 20 trading days of the 30 trading days immediately prior to the
date of the Forced Conversion Notice, and (vi) the Closing Bid Price of the
Common Stock shall have exceeded 150% of the Fixed Conversion Price on the last
Trading Day immediately preceding the Forced Conversion date. The Principal
amount of any Forced Conversion shall be up to (i) 50% of the total Principal
amount outstanding under the Debenture if the VWAP of the Common Stock exceeds
150% of the Fixed Conversion Price for at least 20 trading days of the 30
trading days immediately prior to the date of the Forced Conversion Notice and
(ii) 100% of the total Principal amount outstanding under the Debenture if the
VWAP of the Common Stock exceeds 175% of the Fixed Conversion Price for at
least 20 trading days of the 30 trading days immediately prior to the date of
the Forced Conversion Notice.  On each
occasion that the Company exercises a Forced Conversion, on the date of the
Forced Conversion the Company shall issue to the Holder an additional warrant
(the “Additional Warrants”) in the form of the Warrants to purchase such
number of shares of Common Stock equal to 50% of the number of shares of Common
Stock underlying such Forced Conversion. 
The exercise price of the 



 5
 









Additional Warrants shall be equal to the
Fixed Conversion Price and the Additional Warrants shall have the same
expiration date as the Warrants.


(4)                                  CONVERSION
OF DEBENTURE.                 This
Debenture shall be convertible into shares of the Company’s Common Stock, on
the terms and conditions set forth in this Section 4.


(a)                                  Conversion
Right.  Subject to the provisions of
Section 4(c), at any time or times on or after the Issuance Date, the Holder
shall be entitled to convert any portion of the outstanding and unpaid
Conversion Amount (as defined below) into fully paid and nonassessable shares
of Common Stock in accordance with Section 4(b), at the Conversion Rate (as
defined below).  The number of shares of
Common Stock issuable upon conversion of any Conversion Amount pursuant to this
Section 4(a) shall be determined by dividing (x) such Conversion Amount by (y)
the Conversion Price (the “Conversion
Rate”).  The Company shall not issue any fraction of a
share of Common Stock upon any conversion. 
If the issuance would result in the issuance of a fraction of a share of
Common Stock, the Company shall round such fraction of a share of Common Stock
up to the nearest whole share.  The
Company shall pay any and all transfer, stamp and similar taxes that may be
payable with respect to the issuance and delivery of Common Stock upon
conversion of any Conversion Amount.


(i)                                     “Conversion Amount” means the
portion of the Principal and accrued Interest to be converted, redeemed or
otherwise with respect to which this determination is being made.


(ii)                                  “Conversion Price” means, as of
any Conversion Date (as defined below) or other date of determination before
the occurrence of any Triggering Event, $0.90, subject to adjustment as
provided herein (the “Fixed Conversion
Price”), subject to adjustment as provided herein, and as of any
Conversion Date (as defined below) or other date of determination following the
occurrence of any Triggering Event, the lower of (a) the Fixed Conversion Price
or (b) eighty percent (80%) of the lowest daily Volume Weighted Average
Price during the five (5) Trading Days immediately preceding the Conversion
Date (the “Market Conversion Price”).


(b)                                 Mechanics
of Conversion.


(i)                                     Optional
Conversion.  To convert any
Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall (A) transmit by
facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New
York Time, on such date, a copy of an executed notice of conversion in the form
attached hereto as Exhibit I (the “Conversion Notice”)
to the Company and (B) if required by Section 4(b)(iv), surrender this
Debenture to a nationally recognized overnight delivery service for delivery to
the Company (or an indemnification undertaking reasonably satisfactory to the
Company with respect to this Debenture in the case of its loss, theft or
destruction).  On or before the third
Business Day following the date of receipt of a Conversion Notice (the “Share Delivery Date”), the Company shall (X) if legends are not required to be
placed on certificates of Common Stock pursuant to the Securities Purchase
Agreement and provided that the Transfer Agent is participating in the
Depository Trust Company’s (“DTC”)
Fast Automated Securities Transfer Program, credit such 



 6
 









aggregate number of shares of Common Stock to
which the Holder shall be entitled to the Holder’s or its designee’s balance
account with DTC through its Deposit Withdrawal Agent Commission system or (Y)
if the Transfer Agent is not participating in the DTC Fast Automated Securities
Transfer Program, issue and deliver to the address as specified in the
Conversion Notice, a certificate, registered in the name of the Holder or its
designee, for the number of shares of Common Stock to which the Holder shall be
entitled which certificates shall not bear any restrictive legends unless
required pursuant to Section 2(g) of the Securities Purchase Agreement.  If this Debenture is physically surrendered
for conversion and the outstanding Principal of this Debenture is greater than
the Principal portion of the Conversion Amount being converted, then the
Company shall as soon as practicable and in no event later than three (3)
Business Days after receipt of this Debenture and at its own expense, issue and
deliver to the holder a new Debenture representing the outstanding Principal
not converted.  The Person or Persons
entitled to receive the shares of Common Stock issuable upon a conversion of
this Debenture shall be treated for all purposes as the record holder or
holders of such shares of Common Stock upon the transmission of a Conversion
Notice.


(ii)                                  Company’s
Failure to Timely Convert.  If within
three (3) Trading Days after the Company’s receipt of the facsimile copy of a
Conversion Notice, the Company shall fail to issue and deliver a certificate to
the Holder or credit the Holder’s balance account with DTC for the number of
shares of Common Stock to which the Holder is entitled upon such holder’s
conversion of any Conversion Amount as a result of the Company’s negligence or
willful misconduct (a “Conversion
Failure”), and if on or after such Trading Day the Holder purchases
(in an open market transaction or otherwise) Common Stock to deliver in
satisfaction of a sale by the Holder of Common Stock issuable upon such
conversion that the Holder anticipated receiving from the Company (a “Buy-In”), then the Company
shall, within three (3) Business Days after the Holder’s request and in the
Holder’s discretion, either (i) pay cash to the Holder in an amount equal to
the Holder’s total purchase price (excluding brokerage commissions and other
out of pocket expenses, if any) for the shares of Common Stock so purchased
(the “Buy-In Price”), at which
point the Company’s obligation to deliver such certificate (and to issue such
Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver
to the Holder a certificate or certificates representing such Common Stock and
pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In
Price over the product of (A) such number of shares of Common Stock, times (B)
the Closing Bid Price on the Conversion Date. 
For purposes of clarity, a Conversion Failure shall not include the
failure to obtain Stockholder Approval (as defined in the Securities Purchase
Agreement).


(iii)                               Book-Entry.
Notwithstanding anything to the contrary set forth herein, upon conversion of
any portion of this Debenture in accordance with the terms hereof, the Holder
shall not be required to physically surrender this Debenture to the Company
unless (A) the full Conversion Amount represented by this Debenture is being
converted or (B) the Holder has provided the Company with prior written notice
(which notice may be included in a Conversion Notice) requesting reissuance of
this Debenture upon physical surrender of this Debenture.  The Holder and the Company shall maintain
records showing the Principal and Interest converted and the dates of such
conversions or shall use such other method, reasonably satisfactory to the
Holder and the Company, so as not to require physical surrender of this
Debenture upon conversion.



 7
 









(c)          Limitations on
Conversions.


(i)                                     Beneficial
Ownership.  The Company shall not
effect any conversions of this Debenture and the Holder shall not have the
right to convert any portion of this Debenture or receive shares of Common
Stock as payment of interest hereunder to the extent that after giving effect
to such conversion or receipt of such interest payment, the Holder, together
with any affiliate thereof, would beneficially own (as determined in accordance
with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in
excess of 4.99% of the number of shares of Common Stock outstanding immediately
after giving effect to such conversion or receipt of shares as payment of
interest.  Since the Holder will not be
obligated to report to the Company the number of shares of Common Stock it may
hold at the time of a conversion hereunder, unless the conversion at issue
would result in the issuance of shares of Common Stock in excess of 4.99% of
the then outstanding shares of Common Stock without regard to any other shares
which may be beneficially owned by the Holder or an affiliate thereof, the
Holder shall have the authority and obligation to determine whether the
restriction contained in this Section will limit any particular conversion
hereunder and to the extent that the Holder determines that the limitation
contained in this Section applies, the determination of which portion of the
principal amount of this Debenture is convertible shall be the responsibility
and obligation of the Holder.  If the
Holder has delivered a Conversion Notice for a principal amount of this
Debenture that, without regard to any other shares that the Holder or its
affiliates may beneficially own, would result in the issuance in excess of the
permitted amount hereunder, the Company shall notify the Holder of this fact
and shall honor the conversion for the maximum principal amount permitted to be
converted on such Conversion Date in accordance with Section 4(a) and, any
principal amount tendered for conversion in excess of the permitted amount
hereunder shall remain outstanding under this Debenture. The provisions of this
Section may be waived by a Holder (but only as to itself and not to any other
Holder) upon not less than 65 days prior notice to the Company. Other Holders
shall be unaffected by any such waiver.


(ii)                                  Primary
Market Regulation.  The Company shall
not be obligated to issue any shares of Common Stock upon conversion of this
Debenture, exercise of the Warrants or the issuance of the Interest Shares, and
the Holder of this Debenture shall not have the right to receive upon
conversion of this Debenture any shares of Common Stock, if the issuance of
such shares of Common Stock would exceed the aggregate number of shares of
Common Stock which the Company may issue upon conversion or exercise, as
applicable, of the Debentures and Warrants, or issuance of the Interest Shares,
including such securities issued by the Company in connection with the Stanford
Closing (as defined in the Securities Purchase Agreement), after giving effect
to any adjustments in the amount of shares of Common Stock issuable as a result
of any stock split, reverse stock split, stock dividend, reorganization, recapitalization,
reclassification or other like change, without breaching the Company’s
obligations under the rules or regulations of the applicable Primary Market
(the number of shares which may be issued without violating such rules and
regulations, the “Exchange
Cap”), except that such
limitation shall not apply in the event that the Company (A) obtains the
approval of its stockholders as required by the applicable rules of such
Primary Market for issuances of Common Stock in excess of such amount or (B)
obtains a written opinion from outside counsel to the Company that such
approval is not required, which opinion shall be reasonably satisfactory to the
Holder.  Unless and until such approval
or written opinion is obtained, the purchaser of the Debentures pursuant to the
Securities Purchase Agreement (or any subsequent 



 8
 









holder) shall not be issued in the aggregate,
upon conversion or exercise or otherwise, as applicable, of Debenture or
Warrants, shares of Common Stock, or issuance of the Interest Shares, as
applicable, in an amount greater than the Exchange Cap.


(iii)                               The
Company shall not issue any shares of Common Stock pursuant to the conversion
of this Debenture, exercise of the Warrants or the issuance of Interest Shares,
and the Holder of this Debenture shall not have the right to receive any shares
of Common Stock pursuant to this Debenture, if the issuance of any such shares
of Common Stock would cause the total shares of Common Stock issued under this
Debenture and Warrants or any Other Debenture and any shares of Common Stock
issued as Liquidated Damages (as defined in the Registration Rights Agreement),
to be greater than 20,500,000 shares of Common Stock (the “Share Cap”);
provided however, that the Share Cap shall be automatically increased to 30,500,000
shares of Common Stock upon the Company’s receipt of Stockholder Approval (as
defined in the Securities Purchase Agreement); provided, further, however, that
such numbers of shares shall be adjusted to reflect appropriately the effect of
any adjustments as a result of any stock split, reverse stock split, stock
dividend, reorganization, recapitalization, reclassification or other like
change with respect to the Common Stock occurring on or after the date hereof.


(d)         Other Provisions.


(i)                                     RESERVED.


(ii)                                  All
calculations under this Section 4 shall be rounded to the nearest $0.0001 or
whole share.


(iii)                               The
Company covenants that it will at all times reserve and keep available out of
its authorized and unissued shares of Common Stock solely for the purpose of
issuance upon conversion of the Debentures and payment of interest on the
Debentures, each as provided in the Debentures, free from preemptive rights or
any other actual contingent purchase rights of persons other than the Holder,
not less than such number of shares of the Common Stock equal to the Share
Cap.  The Company covenants that all
shares of Common Stock that shall be so issuable shall, upon issue, be duly and
validly authorized, issued and fully paid, nonassessable and, if the Underlying
Shares Registration Statement has been declared effective under the Securities
Act, registered for public sale in accordance with such Underlying Shares
Registration Statement.


(iv)                              Nothing
herein shall limit a Holder’s right to pursue actual damages or declare an
Event of Default pursuant to Section 2 herein for the Company’s failure to
deliver certificates representing shares of Common Stock upon conversion within
the period specified herein and such Holder shall have the right to pursue all
remedies available to it at law or in equity including, without limitation, a
decree of specific performance and/or injunctive relief, in each case without
the need to post a bond or provide other security. The exercise of any such
rights shall not prohibit the Holder from seeking to enforce damages pursuant
to any other Section hereof or under applicable law.



 9















(5)          Adjustments
to Conversion Price


(a)          Adjustment of Conversion Price upon
Issuance of Common Stock.  If the Company, at any time while this
Debenture is outstanding, issues
or sells, or in accordance with this Section 5(a) is deemed to have issued or
sold, any shares of Common Stock, excluding shares of Common Stock deemed to
have been issued or sold by the Company in connection with any Excluded
Securities, for a consideration per share (the “New Issuance Price”)
less than a price equal to the Conversion Price in effect immediately prior to
such issue or sale (such price the “Applicable Price”) (the foregoing a “Dilutive
Issuance”), then
immediately after such Dilutive Issuance the Conversion Price then in effect
shall be reduced to an amount equal to the product of (A) the Conversion Price
in effect immediately prior to such Dilutive Issuance and (B) the quotient
determined by dividing (1) the sum of (I) the product derived by multiplying
the Conversion Price in effect immediately prior to such Dilutive Issuance and
the number of shares of Common Stock Deemed Outstanding immediately prior to
such Dilutive Issuance plus (II) the consideration, if any, received by the
Company upon such Dilutive Issuance, by (2) the product derived by multiplying
(I) the Conversion Price in effect immediately prior to such Dilutive Issuance
by (II) the number of shares of Common Stock Deemed Outstanding immediately
after such Dilutive Issuance. 
Notwithstanding the forgoing, in no event shall the number of shares
issuable under the Debentures exceed the Share Cap.  For purposes of determining the adjusted
Conversion Price under this Section 5(a), the following shall be applicable:


(i)                                     Issuance of Options. 
If the Company in any manner grants or sells any Options and the lowest price
per share for which one share of Common Stock is issuable upon the exercise of
any such Option or upon conversion or exchange or exercise of any Convertible
Securities issuable upon exercise of such Option is less than the Applicable
Price, then such share of Common Stock shall be deemed to be outstanding and to
have been issued and sold by the Company at the time of the granting or sale of
such Option for such price per share. 
For purposes of this Section, the “lowest price per share for which one
share of Common Stock is issuable upon the exercise of any such Option or upon
conversion or exchange or exercise of any Convertible Securities issuable upon
exercise of such Option” shall be equal to the sum of the lowest amounts of
consideration (if any) received or receivable by the Company with respect to
any one share of Common Stock upon granting or sale of the Option, upon
exercise of the Option and upon conversion or exchange or exercise of any
Convertible Security issuable upon exercise of such Option.  No further adjustment of the Conversion Price
shall be made upon the actual issuance of such share of Common Stock or of such
Convertible Securities upon the exercise of such Options or upon the actual
issuance of such Common Stock upon conversion or exchange or exercise of such
Convertible Securities.


(ii)                                  Issuance of Convertible Securities. 
If the Company in any manner issues or sells any Convertible Securities
and the lowest price per share for which one share of Common Stock is issuable
upon such conversion or exchange or exercise thereof is less than the
Applicable Price, then such share of Common Stock shall be deemed to be
outstanding and to have been issued and sold by the Company at the time of the
issuance or sale of such Convertible Securities for such price per share.  For the purposes of this Section, the “lowest
price per share for which one share of Common Stock is issuable upon such
conversion or exchange or exercise” shall be equal to the sum of the lowest
amounts of consideration (if any) received or receivable by the Company with
respect to any one share of Common Stock upon the 



 10
 









issuance or sale of the Convertible Security and upon the conversion or
exchange or exercise of such Convertible Security.  No further adjustment of the Conversion Price
shall be made upon the actual issuance of such share of Common Stock upon
conversion or exchange or exercise of such Convertible Securities, and if any
such issue or sale of such Convertible Securities is made upon exercise of any
Options for which adjustment of the Conversion Price had been or are to be made
pursuant to other provisions of this Section, no further adjustment of the
Conversion Price shall be made by reason of such issue or sale.


(iii)                               Change in Option Price or Rate of
Conversion.  If the purchase price provided for in any
Options, the additional consideration, if any, payable upon the issue,
conversion, exchange or exercise of any Convertible Securities, or the rate at
which any Convertible Securities are convertible into or exchangeable or
exercisable for Common Stock changes at any time, the Conversion Price in
effect at the time of such change shall be adjusted to the Conversion Price
which would have been in effect at such time had such Options or Convertible
Securities provided for such changed purchase price, additional consideration
or changed conversion rate, as the case may be, at the time initially granted,
issued or sold.  For purposes of this
Section, if the terms of any Option or Convertible Security that was outstanding
as of the Issuance Date are changed in the manner described in the immediately
preceding sentence, then such Option or Convertible Security and the Common
Stock deemed issuable upon exercise, conversion or exchange thereof shall be
deemed to have been issued as of the date of such change.  No adjustment shall be made if such
adjustment would result in an increase of the Conversion Price then in effect.


(iv)                              Calculation of Consideration
Received.  In case any Option is issued in connection
with the issue or sale of other securities of the Company, together comprising
one integrated transaction in which no specific consideration is allocated to
such Options by the parties thereto, the Options will be deemed to have been
issued for the difference of (x) the aggregate fair market value of such
Options and other securities issued or sold in such integrated transaction,
less (y) the fair market value of the securities other than such Option, issued
or sold in such transaction and the other securities issued or sold in such
integrated transaction will be deemed to have been issued or sold for the
balance of the consideration received by the Company.  If any Common Stock, Options or Convertible
Securities are issued or sold or deemed to have been issued or sold for cash,
the consideration received therefor will be deemed to be the gross amount
raised by the Company; provided, however, that such gross amount is not greater
than 110% of the net amount received by the Company therefor.  If any Common Stock, Options or Convertible
Securities are issued or sold for a consideration other than cash, the amount
of the consideration other than cash received by the Company will be the fair
value of such consideration, except where such consideration consists of
securities, in which case the amount of consideration received by the Company
will be the Closing Bid Price of such securities on the date of receipt.  If any Common Stock, Options or Convertible
Securities are issued to the owners of the non-surviving entity in connection
with any merger in which the Company is the surviving entity, the amount of
consideration therefor will be deemed to be the fair value of such portion of
the net assets and business of the non-surviving entity as is attributable to
such Common Stock, Options or Convertible Securities, as the case may be.  The fair value of any consideration other
than cash or securities will be determined jointly by the Company and the
Holder.  If such parties are unable to
reach agreement within ten (10) days after the occurrence of an event requiring
valuation (the “Valuation Event”), the fair value of 



 11
 









such consideration will be determined within five (5) Business Days
after the tenth (10th) day following the Valuation Event
by an independent, reputable appraiser jointly selected by the Company and the
Holder.  The determination of such
appraiser shall be deemed binding upon all parties absent manifest error and
the fees and expenses of such appraiser shall be borne by the Company.


(v)                                 Record Date. 
If the Company takes a record of the holders of Common Stock for the
purpose of entitling them (A) to receive a dividend or other distribution
payable in Common Stock, Options or in Convertible Securities or (B) to
subscribe for or purchase Common Stock, Options or Convertible Securities, then such record date will be deemed
to be the date of the issue or sale of the Common Stock deemed to have been
issued or sold upon the declaration of such dividend or the making of such
other distribution or the date of the granting of such right of subscription or
purchase, as the case may be.


(b)         Adjustment of Conversion Price upon
Subdivision or Combination of Common Stock.  If the Company, at
any time while this Debenture is outstanding, shall (a) pay a stock
dividend or otherwise make a distribution or distributions on shares of its
Common Stock or any other equity or equity equivalent securities payable in
shares of Common Stock, (b) subdivide outstanding shares of Common Stock into a
larger number of shares, (c) combine (including by way of reverse stock split)
outstanding shares of Common Stock into a smaller number of shares, or (d)
issue by reclassification of shares of the Common Stock any shares of capital
stock of the Company, then the Conversion Price shall be multiplied by a fraction
of which the numerator shall be the number of shares of Common Stock (excluding
treasury shares, if any) outstanding before such event and of which the
denominator shall be the number of shares of Common Stock outstanding after
such event. Any adjustment made pursuant to this Section shall become effective
immediately after the record date for the determination of stockholders
entitled to receive such dividend or distribution and shall become effective
immediately after the effective date in the case of a subdivision, combination
or re-classification.


(c)          Purchase Rights.  If at any time the Company grants, issues or
sells any Options, Convertible Securities or rights to purchase stock,
warrants, securities or other property pro rata to the record holders of any
class of Common Stock (the “Purchase Rights”), then the Holder will be
entitled to acquire, upon the terms applicable to such Purchase Rights, the
aggregate Purchase Rights which the Holder could have acquired if the Holder
had held the number of shares of Common Stock acquirable upon complete
conversion of this Debenture (without taking into account any limitations or
restrictions on the convertibility of this Debenture) immediately before the
date on which a record is taken for the grant, issuance or sale of such
Purchase Rights, or, if no such record is taken, the date as of which the
record holders of Common Stock are to be determined for the grant, issue or
sale of such Purchase Rights.


(d)         Other Events. 
If any event occurs of the type contemplated by the provisions of this
Section 5 but not expressly provided for by such provisions (including, without
limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity
features), then the Company’s Board of Directors will make an appropriate
adjustment in the Conversion Price so as to protect the rights of the Holder
under this Debenture; provided that no such adjustment will increase the
Conversion Price as otherwise determined pursuant to this Section 5.



 12
 









(e)          Other Corporate
Events.  In addition to and not in
substitution for any other rights hereunder, prior to the consummation of any
Change of Control Transaction pursuant to which holders of shares of Common
Stock are entitled to receive securities or other assets with respect to or in
exchange for shares of Common Stock (a “Corporate
Event”), the Company shall
make appropriate provision to insure that the Holder will thereafter have the
right to receive upon a conversion of this Debenture, at the Holder’s option,
(i) in addition to the shares of Common Stock receivable upon such conversion,
such securities or other assets to which the Holder would have been entitled
with respect to such shares of Common Stock had such shares of Common Stock
been held by the Holder upon the consummation of such Corporate Event (without
taking into account any limitations or restrictions on the convertibility of
this Debenture) or (ii) in lieu of the shares of Common Stock otherwise
receivable upon such conversion, such securities or other assets received by
the holders of shares of Common Stock in connection with the consummation of
such Corporate Event in such amounts as the Holder would have been entitled to
receive had this Debenture initially been issued with conversion rights for the
form of such consideration (as opposed to shares of Common Stock) at a
conversion rate for such consideration commensurate with the Conversion
Rate.  Provision made pursuant to the
preceding sentence shall be in a form and substance satisfactory to the
Holder.  The provisions of this Section
shall apply similarly and equally to successive Corporate Events and shall be
applied without regard to any limitations on the conversion or redemption of
this Debenture.


(f)            Whenever the
Conversion Price is adjusted pursuant to Section 5 hereof, the Company shall
promptly mail to the Holder a notice setting forth the Conversion Price after
such adjustment and setting forth a brief statement of the facts requiring such
adjustment.


(g)         In case of any (1) merger
or consolidation of the Company or any subsidiary of the Company with or into
another Person, or (2) sale by the Company or any subsidiary of the Company of
more than one-half of the assets of the Company in one or a series of related
transactions, a Holder shall have the right to (A) exercise any rights under
Section 2(b), (B) convert the aggregate amount of this Debenture then
outstanding into the shares of stock and other securities, cash and property
receivable upon or deemed to be held by holders of Common Stock following such
merger, consolidation or sale, and such Holder shall be entitled upon such
event or series of related events to receive such amount of securities, cash
and property as the shares of Common Stock into which such aggregate principal
amount of this Debenture could have been converted immediately prior to such
merger, consolidation or sales would have been entitled, or (C) in the case of
a merger or consolidation, require the surviving entity to issue to the Holder
a convertible Debenture with a principal amount equal to the aggregate
principal amount of this Debenture then held by such Holder, plus all accrued
and unpaid interest and other amounts owing thereon, which such newly issued
convertible Debenture shall have terms identical (including with respect to
conversion) to the terms of this Debenture, and shall be entitled to all of the
rights and privileges of the Holder of this Debenture set forth herein and in
the agreements pursuant to which this Debenture was issued. In the case of
clause (C), the conversion price applicable for the newly issued shares of
convertible preferred stock or convertible Debentures shall be based upon the
amount of securities, cash and property that each share of Common Stock would
receive in such transaction and the Conversion Price in effect immediately
prior to the effectiveness or closing date for such transaction. The terms of 



 13
 









any such merger, sale or
consolidation shall include such terms so as to continue to give the Holder the
right to receive the securities, cash and property set forth in this Section
upon any conversion or redemption following such event. This provision shall
similarly apply to successive such events.


(6)                                  REISSUANCE
OF THIS DEBENTURE.


(a)                                  Transfer.  If this Debenture is to be transferred, the
Holder shall surrender this Debenture to the Company, whereupon the Company
will, subject to the satisfaction of the transfer provisions of the Securities
Purchase Agreement, forthwith issue and deliver upon the order of the Holder a new
Debenture (in accordance with Section 6(d)), registered in the name of the
registered transferee or assignee, representing the outstanding Principal being
transferred by the Holder and, if less then the entire outstanding Principal is
being transferred, a new Debenture (in accordance with Section 6(d)) to the
Holder representing the outstanding Principal not being transferred.  The Holder and any assignee, by acceptance of
this Debenture, acknowledge and agree that, by reason of the provisions of
Section 4(b)(iii) following conversion or redemption of any portion of this
Debenture, the outstanding Principal represented by this Debenture may be less
than the Principal stated on the face of this Debenture.


(b)                                 Lost,
Stolen or Mutilated Debenture.  Upon
receipt by the Company of evidence reasonably satisfactory to the Company of
the loss, theft, destruction or mutilation of this Debenture, and, in the case
of loss, theft or destruction, of any indemnification undertaking by the Holder
to the Company in customary form and, in the case of mutilation, upon surrender
and cancellation of this Debenture, the Company shall execute and deliver to
the Holder a new Debenture (in accordance with Section 6(d)) representing the
outstanding Principal.


(c)                                  Debenture
Exchangeable for Different Denominations. 
This Debenture is exchangeable, upon the surrender hereof by the Holder
at the principal office of the Company, for a new Debenture or Debentures (in
accordance with Section 6(d)) representing in the aggregate the outstanding
Principal of this Debenture, and each such new Debenture will represent such
portion of such outstanding Principal as is designated by the Holder at the
time of such surrender.


(d)                                 Issuance
of New Debentures.  Whenever the
Company is required to issue a new Debenture pursuant to the terms of this
Debenture, such new Debenture (i) shall be of like tenor with this Debenture,
(ii) shall represent, as indicated on the face of such new Debenture, the
Principal remaining outstanding (or in the case of a new Debenture being issued
pursuant to Section 6(a) or Section 6(c), the Principal designated by the
Holder which, when added to the principal represented by the other new
Debentures issued in connection with such issuance, does not exceed the
Principal remaining outstanding under this Debenture immediately prior to such
issuance of new Debentures), (iii) shall have an issuance date, as indicated on
the face of such new Debenture, which is the same as the Issuance Date of this
Debenture, (iv) shall have the same rights and conditions as this Debenture,
and (v) shall represent accrued and unpaid Interest from the Issuance Date.



 14
 









(7)                                  NOTICES.                                         Any
notices, consents, waivers or other communications required or permitted to be
given under the terms hereof must be in writing and will be deemed to have been
delivered:  (i) upon receipt, when
delivered personally; (ii) upon receipt, when sent by facsimile (provided
confirmation of transmission is mechanically or electronically generated and
kept on file by the sending party); or (iii) one (1) Trading Day after deposit
with a nationally recognized overnight delivery service, in each case properly
addressed to the party to receive the same. 
The addresses and facsimile numbers for such communications shall be:


	
  If to the Company, to:

  	
  Senesco Technologies, Inc.

  
	
   

  	
  303 George Street, Suite 420

  
	
   

  	
  New Brunswick, NJ 08901

  
	
   

  	
  Attention:

  	
  Chief Executive Officer

  
	
   

  	
  Telephone:

  	
  (732) 296-8400

  
	
   

  	
  Facsimile:

  	
  (732) 296-9292

  
	
   

  	
   

  
	
  With a copy to:

  	
  Morgan, Lewis & Bockius LLP

  
	
   

  	
  502 Carnegie Center

  
	
   

  	
  Princeton, NJ 08540

  
	
   

  	
  Attention:

  	
  Emilio Ragosa, Esq.

  
	
   

  	
  Telephone:

  	
  (609) 919-6633

  
	
   

  	
  Facsimile:

  	
  (609) 919-6701

  
	
   

  	
   

  	
   

  
	
  If to the Holder:

  	
  YA Global Investments, LP

  
	
   

  	
  101 Hudson Street, Suite 3700

  
	
   

  	
  Jersey City, NJ 07303

  
	
   

  	
  Attention:

  	
  Mark Angelo

  
	
   

  	
  Telephone:

  	
  (201) 985-8300

  
	
   

  	
   

  
	
  With a copy to:

  	
  David Gonzalez, Esq.

  
	
   

  	
  101 Hudson Street – Suite 3700

  
	
   

  	
  Jersey City, NJ 07302

  
	
   

  	
  Telephone:

  	
  (201) 985-8300

  
	
   

  	
  Facsimile:

  	
  (201) 985-8266

  
	
   

  	
   

  



 


or at such other address and/or facsimile number
and/or to the attention of such other person as the recipient party has
specified by written notice given to each other party three (3) Business Days
prior to the effectiveness of such change. 
Written confirmation of receipt (i) given by the recipient of such
notice, consent, waiver or other communication, (ii) mechanically or
electronically generated by the sender’s facsimile machine containing the time,
date, recipient facsimile number and an image of the first page of such
transmission or (iii) provided by a nationally recognized overnight delivery
service, shall be rebuttable evidence of personal service, receipt by facsimile
or receipt from a nationally recognized overnight delivery service in
accordance with clause (i), (ii) or (iii) above, respectively.



 15
 









(8)                                  Except
as expressly provided herein, no provision of this Debenture shall alter or
impair the obligations of the Company, which are absolute and unconditional, to
pay the principal of, interest and other charges (if any) on, this Debenture at
the time, place, and rate, and in the coin or currency, herein prescribed.  This Debenture is a direct obligation of the
Company. As long as this Debenture is outstanding, the Company shall not and
shall cause their subsidiaries not to, without the consent of the Holder, (i)
amend its certificate of incorporation, bylaws or other charter documents so as
to adversely affect any rights of the Holder; (ii) repay, repurchase or offer
to repay, repurchase or otherwise acquire shares of its Common Stock or other
equity securities other than as to the Underlying Shares to the extent
permitted or required under the Transaction Documents; or (iii) enter into any
agreement with respect to any of the foregoing.


(9)                                  This
Debenture shall not entitle the Holder to any of the rights of a stockholder of
the Company, including without limitation, the right to vote, to receive
dividends and other distributions, or to receive any notice of, or to attend,
meetings of stockholders or any other proceedings of the Company, unless and to
the extent converted into shares of Common Stock in accordance with the terms
hereof.


(10)                            No
indebtedness of the Company is senior to this Debenture in right of payment,
whether with respect to interest, damages or upon liquidation or dissolution or
otherwise.  Without the Holder’s consent,
the Company will not and will not permit any of its subsidiaries to, directly
or indirectly, enter into, create, incur, assume or suffer to exist any
indebtedness of any kind, on or with respect to any of its property or assets
now owned or hereafter acquired or any interest therein or any income or
profits there from that is senior in any respect to the obligations of the
Company under this Debenture.


(11)                            This
Debenture shall be governed by and construed in accordance with the laws of the
State of New Jersey, without giving effect to conflicts of laws thereof.  Each of the parties consents to the
jurisdiction of the Superior Courts of the State of New Jersey sitting in
Hudson County, New Jersey and the U.S. District Court for the District of
New Jersey sitting in Newark, New Jersey in connection with any dispute arising
under this Debenture and hereby waives, to the maximum extent permitted by law,
any objection, including any objection based on forum non conveniens to the
bringing of any such proceeding in such jurisdictions.


(12)                            If
the Company fails to strictly comply with the terms of this Debenture, then the
Company shall reimburse the Holder promptly for all fees, costs and expenses,
including, without limitation, attorneys’ fees and expenses incurred by the
Holder in any action in connection with this Debenture, including, without
limitation, those incurred: (i) during any workout, attempted workout, and/or
in connection with the rendering of legal advice as to the Holder’s rights,
remedies and obligations, (ii) collecting any sums which become due to the
Holder, (iii) defending or prosecuting any proceeding or any counterclaim to
any proceeding or appeal; or (iv) the protection, preservation or enforcement
of any rights or remedies of the Holder.


(13)                            Any
waiver by the Holder of a breach of any provision of this Debenture shall not
operate as or be construed to be a waiver of any other breach of such provision
or of any breach of any other provision of this Debenture. The failure of the
Holder to insist upon 



 16
 









strict adherence
to any term of this Debenture on one or more occasions shall not be considered
a waiver or deprive that party of the right thereafter to insist upon strict
adherence to that term or any other term of this Debenture. Any waiver must be
in writing.


(14)                            If
any provision of this Debenture is invalid, illegal or unenforceable, the
balance of this Debenture shall remain in effect, and if any provision is
inapplicable to any person or circumstance, it shall nevertheless remain
applicable to all other persons and circumstances. If it shall be found that
any interest or other amount deemed interest due hereunder shall violate
applicable laws governing usury, the applicable rate of interest due hereunder
shall automatically be lowered to equal the maximum permitted rate of interest.
The Company covenants (to the extent that it may lawfully do so) that it shall
not at any time insist upon, plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay, extension or usury law or other law which
would prohibit or forgive the Company from paying all or any portion of the
principal of or interest on this Debenture as contemplated herein, wherever
enacted, now or at any time hereafter in force, or which may affect the
covenants or the performance of this indenture, and the Company (to the extent
it may lawfully do so) hereby expressly waives all benefits or advantage of any
such law, and covenants that it will not, by resort to any such law, hinder,
delay or impeded the execution of any power herein granted to the Holder, but
will suffer and permit the execution of every such as though no such law has
been enacted.


(15)                            Whenever
any payment or other obligation hereunder shall be due on a day other than a
Business Day, such payment shall be made on the next succeeding Business Day.


(16)                            THE
PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT ANY OF
THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON OR
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION
DOCUMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. 
THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES’ ACCEPTANCE OF
THIS AGREEMENT.


(17)                            CERTAIN
DEFINITIONS      For purposes of this Debenture, the following terms
shall have the following meanings:


(a)                                  “Approved
Stock Plan” means a stock option plan that has been approved by the Board
of Directors of the Company, pursuant to which the Company’s securities may be
issued only to any employee, officer, or director for services provided to the
Company.


(b)                                 “Bloomberg”
means Bloomberg Financial Markets.


(c)                                  “Business
Day” means any day except Saturday, Sunday and any day which shall be a
federal legal holiday in the United States or a day on which banking
institutions are authorized or required by law or other government action to
close.



 17
 









(d)                                 “Change
of Control Transaction” means the occurrence of (a) an acquisition after
the date hereof by an individual or legal entity or “group” (as described in
Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control
(whether through legal or beneficial ownership of capital stock of the Company,
by contract or otherwise) of in excess of fifty percent (50%) of the voting
securities of the Company (except that the acquisition of voting securities by
the Holder or any other current holder of convertible securities of the Company
shall not constitute a Change of Control Transaction for purposes hereof), (b)
a replacement at one time or over time of more than one-half of the members of
the board of directors of the Company which is not approved by a majority of
those individuals who are members of the board of directors on the date hereof
(or by those individuals who are serving as members of the board of directors
on any date whose nomination to the board of directors was approved by a
majority of the members of the board of directors who are members on the date
hereof), (c) the merger, consolidation or sale of fifty percent (50%) or more
of the assets of the Company or any subsidiary of the Company in one or a
series of related transactions with or into another entity, or (d) the
execution by the Company of an agreement to which the Company is a party or by
which it is bound, providing for any of the events set forth above in (a), (b)
or (c).


(e)                                  “Closing
Bid Price” means the price per share in the last reported trade of the
Common Stock on a Primary Market or on the exchange  which the Common Stock is then listed as
quoted by Bloomberg.


(f)                                    “Convertible
Securities” means any
stock or securities (other than Options) directly or indirectly convertible
into or exercisable or exchangeable for Common Stock.


(g)                                 “Commission”
means the Securities and Exchange Commission.


(h)                                 “Common
Stock” means the common stock, par value $.01, of the Company and stock of
any other class into which such shares may hereafter be changed or
reclassified.


(i)                                     “Common Stock Deemed Outstanding”
means the Common Stock outstanding, and any Common Stock which may be issued
upon the exercise of outstanding Options or conversion of outstanding
Convertible Securities.


(j)                                     “Equity
Conditions” means that each of the following conditions is satisfied:  (i) on each day during the period beginning
two (2) weeks prior to the applicable date of determination and ending on and
including the applicable date of determination (the “Equity Conditions
Measuring Period”), either (x) the Underlying Shares Registration Statement
filed pursuant to the Registration Rights Agreement shall be effective and
available for the resale of all applicable shares of Common Stock to be issued
in connection with the event requiring determination or (y) all applicable shares
of Common Stock to be issued in connection with the event requiring
determination shall be eligible for sale without restriction and without the
need for registration under any applicable federal or state securities laws;
(ii) on each day during the Equity Conditions Measuring Period, the Common
Stock is designated for quotation on a Primary Market and shall not have been
suspended from trading on such exchange or market nor shall delisting or
suspension by such exchange or market been threatened or pending either (A) 



 18
 









in writing by such exchange or market or (B)
by falling below the then effective minimum listing maintenance requirements of
such exchange or market; (iii) during the Equity Conditions Measuring Period,
the Company shall have delivered Conversion Shares upon conversion of the
Debentures to the Holder on a timely basis as set forth in Section 4(b)(ii)
hereof; (iv) any applicable shares of Common Stock to be issued in connection
with the event requiring determination may be issued in full without violating
Section 4(c) hereof and the rules or regulations of the Primary Market; (v)
during the Equity Conditions Measuring Period, there shall not have occurred
either (A) an Event of Default or (B) an event that with the passage of time or
giving of notice would constitute an Event of Default; and (vii) the Company
shall have no knowledge of any fact that would cause (x) the Registration
Statements required pursuant to the Registration Rights Agreement not to be
effective and available for the resale of all applicable shares of Common Stock
to be issued in connection with the event requiring determination or (y) any
applicable shares of Common Stock to be issued in connection with the event
requiring determination not to be eligible for sale without restriction and
without the need for registration under any applicable federal or state
securities laws.


(k)                                  “Equity
Conditions Failure” means that on any applicable date the Equity Conditions
have not been satisfied (or waived in writing by the Holder).


(l)                                     “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


(m)                               “Excluded
Securities” means, (a) shares issued or deemed to have been issued by the
Company pursuant to an Approved Stock Plan (b) shares of Common Stock issued or
deemed to be issued by the Company upon the conversion, exchange or exercise of
any right, option, obligation or security outstanding on the date prior to date
of the Securities Purchase Agreement, provided that the terms of such right,
option, obligation or security are not amended or otherwise modified on or
after the date of the Securities Purchase Agreement, and provided that the
conversion price, exchange price, exercise price or other purchase price is not
reduced, adjusted or otherwise modified and the number of shares of Common
Stock issued or issuable is not increased (whether by operation of, or in
accordance with, the relevant governing documents or otherwise) on or after the
date of the Securities Purchase Agreement, (c) shares issued in connection with
any (i) acquisition by the Company, whether through an acquisition of
stock or a merger of any business, assets or technologies, leasing arrangement
or any other transaction the primary purpose of which is not to raise equity
capital, or (ii) license agreement, consulting agreement, strategic
partnership or similar business arrangement, and (d) the shares of Common
Stock issued or deemed to be issued by the Company upon conversion of this
Debenture.


(n)                                 “Holder
Pro Rata Amount” means a fraction (i) the numerator of which is the
Original Principal Amount of this Debenture on the Issuance Date and (ii) the
denominator of which is the aggregate Purchase Price (as defined in the
Securities Purchase Agreement).


(o)                                 “Interest
Conversion Price” means that price which shall be computed as ninety
percent (90%) of the Volume Weighted Average Price of the Common Stock during
the five (5) consecutive Trading Days immediately preceding the applicable
Interest Date.



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(p)                                 “Interest
Date” means the last day of each quarter beginning on the earlier of
June 30, 2008, or the quarter ending immediately after the date the
Underlying Shares Registration Statement is declared effective, and continuing
until the Maturity Date.


(q)                                 “Options”
means any rights, warrants or
options to subscribe for or purchase shares of Common Stock or Convertible
Securities.


(r)                                    “Person”
means a corporation, an association, a partnership, organization, a business,
an individual, a government or political subdivision thereof or a governmental
agency.


(s)                                  
“Securities Act” means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.


(t)                                    “Securities
Purchase Agreement” means the Securities Purchase Agreement dated August 1,
2007 by and among the Company and the Buyers listed on Schedule I attached
thereto.


(u)                                 “Trading
Day” means a day on which the shares of Common Stock are quoted or traded
on the Primary Market on which the shares of Common Stock are then quoted or
listed; provided, that in the event that the shares of Common Stock are not
listed or quoted, then Trading Day shall mean a Business Day.


(v)                                 “Transaction
Documents” means the Securities Purchase Agreement or any other agreement
delivered in connection with the Securities Purchase Agreement, including,
without limitation, the Security Documents, the Irrevocable Transfer Agent
Instructions, and the Registration Rights Agreement.


(w)                               “Triggering
Event” means the occurrence of any of the following: (i) August 1, 2009, or
(ii) a failure by the Company’s to achieve all of the Triggering Milestones on
or before January 31, 2008.


(x)                                   “Triggering
Milestones” means each of (i) successful completion of animal studies,
other than toxicology studies, necessary for the advancement of factor 5A 1 in
human clinical trials (ii) the engagement of a Contract Research Organization
for human clinical studies of factor 5A 1, and (iii) the signing of at least
one (1) corporate partnership or license agreements after the date hereof with
agricultural companies utilizing the Company’s proprietary platform.


(y)                                 “Underlying
Shares” means the shares of Common Stock issuable upon conversion of this
Debenture or as payment of interest in accordance with the terms hereof.


(z)                                   “Underlying
Shares Registration Statement” means a registration statement meeting the
requirements set forth in the Registration Rights Agreement, covering among
other things the resale of the Underlying Shares up to the Required
Registration Amount, and naming the Holder as a “selling stockholder”
thereunder.



 20
 









(aa)                            “Volume
Limitation” means the number of shares equal to (i) 25% of the aggregate
dollar trading volume (as reported on Bloomberg) of the Common Stock on the
Primary Market over the thirty (30) consecutive Trading Day period ending on
the Trading Day immediately preceding the applicable measurement date, divided
by (ii) the VWAP over the same 30-day Trading Day period.


(bb)                          “Volume
Weighted Average Price” or “VWAP” means, for any security as of any
date, the daily dollar volume-weighted average price for such security on the
Primary Market as reported by Bloomberg through its “Historical Prices — Px
Table with Average Daily Volume” functions, or, if no dollar volume-weighted
average price is reported for such security by Bloomberg, the average of the
highest closing bid price and the lowest closing ask price of any of the market
makers for such security as reported in the “pink sheets” by Pink Sheets LLC.


(cc)                            “Warrants”
has the meaning ascribed to such term in the Securities Purchase Agreement, and
shall include all warrants issued in exchange therefor or replacement thereof.


[Signature Page Follows]



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IN WITNESS WHEREOF, the Company has caused this Secured Convertible
Debenture to be duly executed by a duly authorized officer as of the date set
forth above.


 


	
  

  	
   

  	
  COMPANY:

  
	
   

  	
   

  	
  SENESCO TECHNOLOGIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 















EXHIBIT I

CONVERSION NOTICE


(To be executed by the Holder in order to Convert the
Debenture)


TO: 


The undersigned hereby
irrevocably elects to convert $                                                                            
of the principal amount of Debenture No. SNT-1-1 into Shares of Common Stock of
SENESCO TECHNOLOGIES, INC., according
to the conditions stated therein, as of the Conversion Date written below.


	
  Conversion Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Conversion Amount to be converted:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
  Conversion Price:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
  Number of shares of Common Stock to be issued:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Amount of Debenture Unconverted:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Please issue the shares of Common Stock in the
  following name and to the following address:

  
	
   

  	
   

  	
   

  
	
  Issue to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Authorized Signature:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Broker DTC Participant Code:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Account Number: