Exhibit 10.42


August 1, 2007


Ms. Judy Brown,
Contracts Manager

Office of Research

University of Waterloo

200 University Avenue West

Waterloo, Ontario, Canada N2L 3G1


Re:                             Extension
and Amendment to Budget and Research Agreement between

Waterloo, Thompson, and Senesco for a One Year Period From

September 1, 2007 Through August 31, 2008


Dear Ms. Brown:


Pursuant to the
Research Agreement effective September 1, 1998 (the “Agreement”), copy
attached, between the University of Waterloo (“Waterloo”), Dr. John E. Thompson
(“Thompson”), and Senesco, Inc. (“Senesco”), Waterloo, Thompson and Senesco
hereby agree to extend the Agreement for an additional one year term, effective
September 1, 2007 through August 31, 2008, under the same terms and conditions
provided in the Agreement, except that the parties hereby amend the Budget set
forth in the Revised Budget for Year 9, effective September 1, 2006 to the
Revised Annual Budget for Year 10 , attached hereto, effective September 1, 2007
through August 31, 2008.  The Revised Annual
Budget for Year 10 supercedes and replaces the Revised Budget for Year 9 of the
Agreement for all work commencing on or after September 1, 2007.


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  /s/ Bruce C.
  Galton

  	
   

  
	
   

  	
  Bruce C. Galton

  
	
   

  	
  President

  
	
   

  	
  Senesco, Inc.

  
	
  Agreed and
  Accepted:

  	
   

  
	
   

  	
   

  
	
  /s/ University
  of Waterloo

  	
   

  	
   

  
	
  University of
  Waterloo

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Dr. John
  Thompson, Ph.D.

  	
   

  	
   

  
	
  Dr. John
  Thompson, Ph.D.

  	
   

  



 











REVISED
ANNUAL BUDGET

YEAR 10


PERIOD:     September
1, 2007 – August 31, 2008


	
  Salaries

  	
   

  	
  Cdn $/Month

  	
   

  	
  Cdn $/12 Months

  	
   

  
	
  Senior Research
  Associate

  ($80,000/year + 15% benefits)

  	
   

  	
  $

  	
  7,666.67

  	
   

  	
  $

  	
  92,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Senior Research
  Associate

  ($71,250/year + 15% benefits)

  	
   

  	
  6,833.33

  	
   

  	
  82,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Research Associate

  ($40,000/year + 15% benefits)

  	
   

  	
  3,833.33

  	
   

  	
  46,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Research Associate

  ($40,000/year + 15% benefits)

  	
   

  	
  3,833.33

  	
   

  	
  46,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Research Associate

  ($40,000/year + 15% benefits)

  	
   

  	
  3,833.34

  	
   

  	
  46,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Research Associate

  ($26,000/year + 15% benefits)

  	
   

  	
  2,500.00

  	
   

  	
  30,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Supplies

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Operating Expenses

  	
   

  	
  13,333.33

  	
   

  	
  160,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Overhead

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  30% on total direct
  costs

  	
   

  	
  12,550.00

  	
   

  	
  150,600.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL ANNUAL
  BUDGET

  	
   

  	
  $

  	
  54,383,33

  	
   

  	
  $

  	
  652,600.00