Exhibit 10.41


[INSERT H.C.
WAINWRIGHT LETTERHEAD]


PRIVATE AND
CONFIDENTIAL


July 30, 2007


Mr. Bruce C.
Galton

President and Chief Executive Officer

Senesco Technologies, Inc.

303 George Street

Suite 420

New Brunswick, NJ 08901


Dear Mr. Galton,


Reference is
hereby made to a letter agreement by and between H.C. Wainwright & Co., Inc
(“Wainwright”) and Senesco Technologies, Inc. (“Senesco”, collectively the “Parties”)
dated April 28, 2006 (the “Agreement”).


Fees and Warrants due
for the Cornell Capital Partners, L.P. Financing:


The Parties hereby
agree to add the following paragraph to Section 3(a) of the Agreement:


“Notwithstanding
the foregoing, the Company shall pay H. C. Wainwright a cash fee of three and
one-half percent (3.5%) of the aggregate amount of capital actually invested in
the Company pursuant to the $5 million Secured Convertible Debenture financing between
the Company and Cornell Capital Partners, L.P (the “Cornell
Financing”).  Such cash
amounts shall be paid to H. C. Wainwright only after receipt by the
Company.  The 3.5% cash fee shall satisfy
all obligations of the Company under this Section 3(a) with respect to the
Cornell Financing.”


The Parties hereby
agree to add the following paragraph to Section 3(d) of the Agreement:


“Notwithstanding
the foregoing, the Company shall issue to H.C. Wainwright warrants on each
closing date of the Cornell Financing as follows: (i) 116,167 warrants with an
exercise price equal to $[0.98] on the first closing of the Cornell Financing,
which warrants shall not be exercisable for six months from the closing; (ii) 116,667
warrants with an exercise price equal to $[0.98] on the second closing of the
Cornell Financing, which warrants shall not be exercisable for six months from
the closing; and (iii) 155,556 warrants with an exercise price equal to $[0.90]
on the third closing of the Cornell Financing.  The form of the warrants issued to H.C.
Wainwright shall be the same form of warrants issued in the Cornell
Financing.  The Company’s issuance of such
warrants shall satisfy all obligations of the Company under this Section 3(d) with
respect to the Cornell Financing.”



   
 









The foregoing is
in full consideration of what is otherwise due under the Agreement.  If this letter correctly sets forth our
understanding with respect to the proposed amendments to the Agreement, please
so confirm by signing and returning one copy of this letter.


	
  

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  H.C. Wainwright
  & Co., Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Anthony J. Sarkis

  	
   

  
	
   

  	
  Name:

  	
  Anthony J. Sarkis

  
	
   

  	
  Title:

  	
  Director of Investment Banking

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John R. Clarke

  	
   

  
	
   

  	
  Name:

  	
  John R. Clarke

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Agreed
  to and accepted this 23 day of July 2007

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Senesco
  Technologies, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Bruce C.
  Galton

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Bruce C. Galton

  	
   

  	
   

  
	
  Title:

  	
  President and Chief Executive Officer

  	
   

  	
   

  
						



 


	
  

  	
   

  
	
  Initial

  



 



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