SEC Filing | Eloxx Pharmaceuticals, Inc.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM 10-QSB (Mark One) [ X ] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2003 ---------------------- [ ] Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to ----------------- -------------------- Commission File No. 001-31326 SENESCO TECHNOLOGIES, INC. ----------------------------------------------------------------- (Exact Name of Small Business Issuer as Specified in Its Charter) Delaware 84-1368850 - ----------------------------------- ------------------------------------- (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 303 George Street, Suite 420, New Brunswick, New Jersey 08901 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (732) 296-8400 - -------------------------------------------------------------------------------- (Issuer's Telephone Number, Including Area Code) Check whether the Issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes: X No: ----- ----- State the number of shares outstanding of each of the Issuer's classes of common stock, as of October 31, 2003: Class Number of Shares ----- ---------------- Common Stock, $0.01 par value 11,931,079 Transitional Small Business Disclosure Format (check one): Yes: No: X ----- -----

SENESCO TECHNOLOGIES, INC. AND SUBSIDIARY ----------------------------------------- TABLE OF CONTENTS ----------------- Page ---- PART I. FINANCIAL INFORMATION. Item 1. Financial Statements........................................ 1 CONDENSED CONSOLIDATED BALANCE SHEET as of September 30, 2003 (unaudited) and June 30, 2003.......... 2 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS For the Three Months Ended September 30, 2003 and September 30, 2002, and From Inception on July 1, 1998 through September 30, 2003 (unaudited).................................. 3 CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY From Inception on July 1, 1998 through September 30, 2003 (unaudited)..................................................... 4 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS For the Three Months Ended September 30, 2003 and September 30, 2002, and From Inception on July 1, 1998 through September 30, 2003 (unaudited)............................................ 7 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)..................................................... 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations......................... 10 Overview........................................................ 10 Factors That May Affect Our Business, Future Operating Results and Financial Condition......................................... 12 Liquidity and Capital Resources................................. 21 Changes to Critical Accounting Policies and Estimates........... 22 Results of Operations........................................... 23 Item 3. Controls and Procedures..................................... 24 PART II. OTHER INFORMATION. Item 2. Changes in Securities and Use of Proceeds................... 25 Item 6. Exhibits and Reports on Form 8-K............................ 25 SIGNATURES................................................................ 26 -i-

PART I. FINANCIAL INFORMATION. ----------------------------- ITEM 1. FINANCIAL STATEMENTS. Certain information and footnote disclosures required under generally accepted accounting principles have been condensed or omitted from the following consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. However, Senesco Technologies, Inc., a Delaware corporation, and its wholly owned subsidiary, Senesco, Inc., a New Jersey corporation (collectively, "Senesco" or the "Company"), believe that the disclosures are adequate to assure that the information presented is not misleading in any material respect. The results of operations for the interim periods presented herein are not necessarily indicative of the results to be expected for the entire fiscal year. -1-

SENESCO TECHNOLOGIES, INC. AND SUBSIDIARY ----------------------------------------- (A DEVELOPMENT STAGE COMPANY) ----------------------------- CONDENSED CONSOLIDATED BALANCE SHEET ------------------------------------ September 30, June 30, 2003 2003 ---------------- ------------------ (unaudited) ASSETS ------ CURRENT ASSETS: Cash and cash equivalents..................................................... $ 278,531 $ 319,930 Short-term investments........................................................ 1,651,562 2,099,295 Prepaid expenses and other current assets..................................... 152,541 185,535 -------------- -------------- Total Current Assets..................................................... 2,082,634 2,604,760 Property and equipment, net................................................... 68,322 75,203 Intangibles................................................................... 635,886 578,810 Security deposit.............................................................. 7,187 7,187 -------------- -------------- TOTAL ASSETS............................................................. $ 2,794,029 $ 3,265,960 ============== ============== LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ CURRENT LIABILITIES: Accounts payable.............................................................. $ 34,097 $ 56,136 Accrued expenses.............................................................. 370,270 263,160 -------------- -------------- Total Current Liabilities.............................................. 404,367 319,296 Grant payable................................................................. 90,150 90,150 -------------- -------------- TOTAL LIABILITIES........................................................ 494,517 409,446 -------------- -------------- STOCKHOLDERS' EQUITY: Preferred stock, $0.01 par value; authorized 5,000,000 shares, no shares issued........................................................... -- -- Common stock, $0.01 par value; authorized 30,000,000 shares, issued and outstanding 11,880,045 shares................................... 118,800 118,800 Capital in excess of par...................................................... 13,077,853 12,234,373 Deficit accumulated during the development stage.............................. (10,897,141) (9,496,659) -------------- -------------- Total Stockholders' Equity................................................. 2,299,512 2,856,514 -------------- -------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY................................. $ 2,794,029 $ 3,265,960 ============== ============== See Notes to Condensed Consolidated Financial Statements. -2-

SENESCO TECHNOLOGIES, INC. AND SUBSIDIARY ----------------------------------------- (A DEVELOPMENT STAGE COMPANY) ----------------------------- CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY -------------------------------------------------------- FROM INCEPTION ON JULY 1, 1998 THROUGH SEPTEMBER 30, 2003 --------------------------------------------------------- (unaudited) Deferred Deficit Compensation Accumulated Related to the Capital in During the Issuance of Excess of Development Options and Common Stock Par Value Stage Warrants Total ------------------------ ------------ ----------------- -------------- ------------ Shares Amount ------ ------ Common stock outstanding........... 2,000,462 $ 20,005 $ (20,005) -- -- -- Contribution of capital............ -- -- 85,179 -- -- $ 85,179 Issuance of common stock in reverse merger on January 22, 1999 at $0.01 per share............ 3,400,000 34,000 (34,000) -- -- -- Issuance of common stock for cash on May 21, 1999 at $2.63437 per share................. 759,194 7,592 1,988,390 -- -- 1,995,982 Issuance of common stock for placement fees on May 21, 1999 at $0.01 per share.................... 53,144 531 (531) -- -- -- Fair market value of options and warrants granted on September 7, 1999.................. -- -- 252,578 -- $ (72,132) 180,446 Fair market value of warrants granted on October 1, 1999......... -- -- 171,400 -- (108,600) 62,800 Fair market value of warrants granted on December 15, 1999....... -- -- 331,106 -- -- 331,106 Issuance of common stock for cash on January 26, 2000 at $2.867647 per share................ 17,436 174 49,826 -- -- 50,000 Issuance of common stock for cash on January 31, 2000 at $2.87875 per share.............. 34,737 347 99,653 -- -- 100,000 Issuance of common stock for cash on February 4, 2000 at $2.934582 per share................ 85,191 852 249,148 -- -- 250,000 (continued) See Notes to Condensed Consolidated Financial Statements. -4-

SENESCO TECHNOLOGIES, INC. AND SUBSIDIARY ----------------------------------------- (A DEVELOPMENT STAGE COMPANY) ----------------------------- CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY -------------------------------------------------------- FROM INCEPTION ON JULY 1, 1998 THROUGH SEPTEMBER 30, 2003 --------------------------------------------------------- (unaudited) Deferred Compensation Deficit Related to Capital in Accumulated the Issuance Development During the Issuance of Excess of Development Options and Common Stock Par Value Stage Warrants Total ------------------------ -------------- -------------- --------------- ----------- Shares Amount ------ ------ Issuance of common stock for cash on March 15, 2000 at $2.527875 per share................ 51,428 $ 514 $ 129,486 -- -- $ 130,000 Issuance of common stock for cash on June 22, 2000 at $1.50 per share.......................... 1,471,700 14,718 2,192,833 -- -- 2,207,551 Commissions, legal and bank fees associated with issuances for the year ended June 30, 2000........... -- -- (260,595) -- -- (260,595) Fair market value of warrants granted on October 2, 2000......... -- -- 80,700 -- -- 80,700 Fair market value of warrants granted on September 4, 2001....... -- -- 41,800 -- -- 41,800 Fair market value of warrants granted on October 15, 2001........ -- -- 40,498 -- -- 40,498 Fair market value of options and warrants granted on November 1, 2001............................... -- -- 138,714 -- -- 138,714 Issuance of common stock and warrants for cash from November 30, 2001 through April 17, 2002..................... 3,701,430 37,014 6,440,486 -- -- 6,477,500 Fair market value of options and warrants granted on December 1, 2001............................... -- -- 262,550 -- -- 262,550 (continued) See Notes to Condensed Consolidated Financial Statements. -5-

SENESCO TECHNOLOGIES, INC. AND SUBSIDIARY ----------------------------------------- (A DEVELOPMENT STAGE COMPANY) ----------------------------- CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY -------------------------------------------------------- FROM INCEPTION ON JULY 1, 1998 THROUGH SEPTEMBER 30, 2003 --------------------------------------------------------- (unaudited) Deferred Compensation Deficit Related to Capital in Accumulated the Issuance Development During the Issuance of Excess of Development Options and Common Stock Par Value Stage Warrants Total ------------------------ -------------- -------------- --------------- ----------- Shares Amount ------ ------ Issuance of common stock and warrants associated with bridge loan conversion on December 3, 2001............................... 305,323 $ 3,053 $ 531,263 -- -- $ 534,316 Fair market value of options vested and extended on January 1, 2002............................... -- -- 94,146 -- -- 94,146 Commissions, legal and bank fees associated with issuances for the year ended June 30, 2002...................... -- -- (846,444) -- -- (846,444) Fair market value of warrants vested on October 15, 2002......... -- -- 27,832 -- -- 27,832 Fair market value of warrants vested on November 1, 2002......... -- -- 69,665 -- -- 69,665 Fair market value of warrants issued and vested on September 26, 2003........................... -- -- 843,480 -- -- 843,480 Fair value of options and warrants vested and change in fair value of options and warrants granted............................ -- -- 118,695 -- 180,732 299,427 Net loss........................... -- -- -- $(10,897,141) -- (10,897,141) ---------- --------- ------------- ------------ --------- ----------- Balance at September 30, 2003...... 11,880,045 $ 118,800 $ 13,077,853 $(10,897,141) $ -- $ 2,299,512 ========== ========= ============= ============ ========= =========== See Notes to Condensed Consolidated Financial Statements. -6-

SENESCO TECHNOLOGIES, INC. AND SUBSIDIARY ----------------------------------------- (A DEVELOPMENT STAGE COMPANY) ----------------------------- CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS ---------------------------------------------- (unaudited) From Inception on For the Three Months Ended July 1, 1998 through September 30, September 30, 2003 2002 2003 ---------------- ------------- --------------------- Cash flows from operating activities: Net loss........................................................ $ (1,400,482) $ (514,632) $ (10,897,141) Adjustments to reconcile net loss to net cash used in operating activities: Noncash capital contribution.................................... -- -- 85,179 Noncash conversion of accrued expenses into equity.............. -- -- 131,250 Issuance of common stock and warrants for interest.............. -- -- 9,316 Issuance and vesting of stock options and warrants for services.................................................. 843,480 39,680 2,341,915 Depreciation and amortization................................... 7,553 5,427 90,966 (Increase) decrease in operating assets: Accounts receivable............................................. -- 75,000 -- Prepaid expense and other current assets........................ 32,994 (233,220) (152,541) Security deposit................................................ -- -- (7,187) Increase (decrease) in operating liabilities: Accounts payable................................................ (22,039) 173,248 34,097 Accrued expenses................................................ 107,110 (54,980) 370,270 --------------- ------------ --------------- Net cash used in operating activities........................... (431,384) (509,477) (7,993,876) --------------- ------------ --------------- Cash flows from investing activities: Patent costs.................................................... (57,748) (34,552) (637,454) Redemption (purchase) of investments, net....................... 447,733 87,410 (1,651,562) Purchase of property and equipment.............................. -- (936) (157,720) --------------- ------------ --------------- Net cash provided by (used in) investing activities............. 389,985 51,922 (2,446,736) --------------- ------------ --------------- Cash flows from financing activities: Proceeds from grant............................................. -- 11,089 90,150 Proceeds from issuance of bridge notes.......................... -- -- 525,000 Proceeds from issuance of common stock and warrants, net........ -- -- 10,103,993 --------------- ------------ ---------------- Cash provided by financing activities........................... -- 11,089 10,719,143 --------------- ------------ ---------------- Net increase (decrease) in cash and cash equivalents............ (41,399) (446,466) 278,531 Cash and cash equivalents at beginning of period................ 319,930 798,711 -- --------------- ------------ ---------------- Cash and cash equivalents at end of period...................... $ 278,531 $ 352,245 $ 278,531 =============== ============ ================ Supplemental disclosure of cash flow information: Cash paid during the period for interest...................... $ -- $ -- $ 22,317 =============== ============ ================ Supplemental schedule of noncash financing activity: Conversion of bridge notes into stock......................... $ -- $ -- $ 534,316 =============== ============ ================ See Notes to Condensed Consolidated Financial Statements. -7-

SENESCO TECHNOLOGIES, INC. AND SUBSIDIARY ----------------------------------------- (A DEVELOPMENT STAGE COMPANY) ----------------------------- NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ---------------------------------------------------- (unaudited) NOTE 1 - BASIS OF PRESENTATION: The financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-KSB for the fiscal year ended June 30, 2003. In the opinion of the Company's management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting solely of those which are of a normal recurring nature, necessary to present fairly its financial position as of September 30, 2003, the results of its operations for the three-month periods ended September 30, 2003 and 2002, and for the period from inception on July 1, 1998 through September 30, 2003. The Company had previously reported stock-based compensation as a separate category in its consolidated statement of operations. Beginning with the three-month period ended September 30, 2003, the Company no longer reports stock-based compensation as a separate category and has included such stock-based compensation in general and administrative and research and development expenses, as applicable. Therefore, certain reclassifications have been made to the prior year consolidated financial statements in order to conform to the current year's classification. Interim results are not necessarily indicative of results for the full fiscal year. NOTE 2 - LOSS PER SHARE: Net loss per common share is computed by dividing the loss by the weighted average number of common shares outstanding during the period. Since September 7, 1999, the Company has had outstanding options and warrants to purchase its common stock, $0.01 par value per share (the "Common Stock"); however, for the three months ended September 30, 2003 and 2002, shares to be issued upon the exercise of options and warrants aggregating 6,235,753 and 5,818,153, respectively, at an average exercise price of $2.64 and $2.62, respectively, are not included in the computation of diluted loss per share as the effect is anti-dilutive. NOTE 3 - STOCK OPTIONS AND WARRANTS: The Company applies APB Opinion No. 25 and related interpretations in accounting for its stock option plan. Options to purchase Common Stock have been granted at or above the fair market value of the stock as of the date of grant. Accordingly, no compensation costs have been recognized for the stock option plan. Since there were no options issued during the three months ended September 30, 2003 and September 30, 2002, there were no pro-forma compensation costs that would have affected the Company's net loss and net loss per share. NOTE 4 - SIGNIFICANT EVENTS: In September 2003, the Company entered into a one-year financial advisory agreement with Sands Brothers International Ltd. ("Sands Brothers"). The agreement provides for monthly payments of $10,000 through September 2004. Also, Sands Brothers was issued a five-year -8-

warrant to purchase 237,600 shares of the Company's Common Stock at an exercise price equal to $3.59 per share. During the three-month period ended September 30, 2003, the Company recorded stock-based compensation in the amount of $843,480 related to the issuance of such warrant. The agreement may be terminated by either party upon sixty days written notice. -9-

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and the related notes thereto included in the Quarterly Report on Form 10-QSB. The discussion and analysis may contain forward-looking statements that are based upon current expectations and entail various risks and uncertainties. Our actual results and the timing of events could differ materially from those anticipated in the forward-looking statements as a result of various factors, including those set forth under "Factors That May Affect Our Business, Future Operating Results and Financial Condition" and elsewhere in this report. OVERVIEW We are a development stage functional genomics company whose mission is to utilize its patent-pending genes (primarily DHS and Factor 5A) to: (i) enhance the quality and productivity of fruits, flowers, vegetables and agronomic crops through the control of cell death in plants (senescence); and (ii) develop novel approaches to treat (A) programmed cell death diseases in humans (apoptosis) (e.g., rheumatoid arthritis, macular degeneration, glaucoma, and heart disease), which are the result of premature cell death in humans, and (B) cancer, a group of diseases in which apoptosis is blocked. Agricultural results to date include longer shelf life of perishable produce, increased seed and biomass yield and greater tolerance to environmental stress. Mammalian results to date include: determining the expression of our patent-pending genes in both ischemic and non-ischemic heart tissue; correlating such genes to certain key immune regulators known as cytokines that have been found to be involved in apoptosis; reducing cytokine induced apoptosis in human optic nerve cell lines and reducing cytokine expression in human liver cell lines; and inducing apoptosis in human cancer cell lines derived from tumors. We do not expect to generate significant revenues for approximately the next two to three years, during which time we will engage in significant research and development efforts. However, we have entered into license and development agreements with Harris Moran Seed Company, ArborGen, LLC and Cal/West Seeds to develop and commercialize our technology in certain varieties of lettuce and melons, trees, and alfalfa, respectively. All of the agreements provide for milestone payments to us upon the completion of certain research and commercialization benchmarks. The agreements with Harris Moran and Cal/West also provide for royalty payments to us upon commercial introduction. The agreement with ArborGen contains an option for ArborGen to execute a license to commercialize developed products, and upon the execution of a license agreement, we will receive a license fee and royalties from ArborGen. The license with Cal/West contains an option for Cal/West to develop our technology in various other forage crops. We also have entered into a joint venture with Rahan Meristem Ltd. in Israel to develop and commercialize our technology in banana plants. In connection with the joint venture, we will receive 50% of the profits from the sale of enhanced banana plants. Our research and development is performed by third party researchers at our direction, pursuant to various research and license agreements. The primary research and development effort takes place at the University of Waterloo in Ontario, Canada, where the technology was -10-

developed, and at the University of Colorado. Additional research and development is performed by our partners in connection with the Harris Moran License, the ArborGen Agreement, the Cal/West License and the Anawah Agreement, as well as through the joint venture with Rahan Meristem. We are currently working with lettuce, melon, tomato, canola, Arabidopsis (a model plant that is similar to canola), banana, alfalfa and certain species of trees, and have obtained proof of concept for the lipase, DHS and Factor 5A genes in several of these plants. Also, we have initiated field trials of lettuce and bananas with our respective partners. These field trials have shown that our technology effectively reduces browning in cut lettuce and extendS the shelf life of banana fruit by 100%. Near-term research and development initiatives include: (i) silencing or reducing the expression of DHS and Factor 5A genes in these plants; and (ii) propagation and testing of plants with our silenced genes. We have also completed our research and development initiative in carnation flower, which yielded a 100% increase in shelf life through the inhibition of the DHS reaction. Our preliminary research reveals that DHS and Factor 5A genes regulate apoptosis in animal and human cells. We believe that our technology may have potential application as a means of controlling a broad range of diseases that are attributable to premature apoptosis. Apoptotic diseases include neurodegenerative diseases, retinal diseases, such as glaucoma and macular degeneration, heart disease, stroke, crohn's disease and rheumatoid arthritis, among others. We have commenced pre-clinical research on diseased heart tissue as well as cell-line studies to determine Factor 5A's ability to regulate key inflammatory cytokines, including Interleukin-1 and Interleukin-18, which are indicated in numerous apoptoTic diseases. In addition, we have initiated cell-line studies for applications of our technology to glaucoma and surface ocular diseases and on liver cell-lines. These preclinical tests have shown that Factor 5A appears to control expression of the suite of proteins required for apoptosis. Such proteins include p53, interleukins, caspases, and tumor necrosis factor (TNF-alpha). Expression of these cell death proteins is required for the execution of apoptosis. Conversely, we have also established in pre-clinical studies that our apoptosis Factor 5A gene is able to kill cancer cells. Tumors arise when cells that have been targeted to undergo apoptosis are unable to do so because of an inability to activate the apoptotic pathways. Because the Factor 5A gene appears to function at the initiation point of the apoptotic pathways, we believe that our gene technology has potential application as a means of combating a broad range of cancers and have initiated studies with in vivo cancer models to determine Factor 5A's ability to shrink human tumors grafted onto mice. On March 25, 2003, we were granted Patent No. 6,538,182, entitled "DNA Encoding a Plant Deoxyhypusine Synthase, A Plant Eukaryotic Initiation Factor 5A, Transgenic Plants and A Method For Controlling Senescence and Programmed Cell Death in Plants", from the United States Patent and Trademark Office, or PTO. In addition to this patent, we have a wide variety of patent applications (including divisional applications and continuations-in-part) in process with the PTO and internationally. We intend to continue our strategy of enhancing these new patent applications through the addition of data as it is collected. Consistent with our commercialization strategy, we intend to attract other companies interested in strategic partnerships or licensing our technology that may result in additional -11-

license fees, revenues from contract research and other related revenues. Successful future operations will depend on our ability to transform our research and development activities into commercializable technology. FACTORS THAT MAY AFFECT OUR BUSINESS, FUTURE OPERATING RESULTS AND FINANCIAL CONDITION The more prominent risks and uncertainties inherent in our business are described below. However, additional risks and uncertainties may also impair our business operations. If any of the following risks actually occur, our business, financial condition or results of operations may suffer. WE HAVE A LIMITED OPERATING HISTORY AND HAVE INCURRED SUBSTANTIAL LOSSES AND EXPECT FUTURE LOSSES. We are a developmental stage biotechnology company with a limited operating history and limited assets and capital. We have incurred losses each year since inception and have an accumulated deficit of $10,897,141 at September 30, 2003. We have generated minimal revenues by licensing certain of our technology to companies willing to share in our development costs. However, our technology may not be ready for widespread commercialization for several years. We expect to continue to incur losses over the next two to three years because we anticipate that our expenditures on research and development, commercialization and administrative activities will significantly exceed our revenues during that period. We cannot predict when, if ever, we will become profitable. WE DEPEND ON A SINGLE PRINCIPAL TECHNOLOGY. Our primary business is the development and commercial exploitation of technology to identify, isolate, characterize, and silence genes which control the aging and death of cells in plants and mammals. Our future revenue and profitability critically depend upon our ability to successfully develop senescence and apoptosis gene technology and later market and license such technology at a profit. We have conducted experiments on certain crops with favorable results and have conducted certain preliminary cell-line experiments, which have provided us with data upon which we have designed additional research programs. However, we cannot give any assurance that our technology will be commercially successful or economically viable for all crops or mammalian applications. In addition, no assurance can be given that adverse consequences might not result from the use of our technology such as the development of negative effects on plants or mammals or reduced benefits in terms of crop yield or protection. Our failure to obtain market acceptance of our technology or to successfully commercialize such technology or develop a commercially viable product would have a material adverse effect on our business. WE OUTSOURCE ALL OF OUR RESEARCH AND DEVELOPMENT ACTIVITIES. We rely on third parties to perform all of our research and development activities. Our primary research and development efforts take place at the University of Waterloo in Ontario, Canada, where our technology was developed, at the University of Colorado, at Anawah, Inc., and with our commercial partners. At this time, we do not have the internal capabilities to perform our research and development activities. Accordingly, the failure of third-party research partners, such as the University of Waterloo, to perform under agreements entered into with us, -12-

or our failure to renew important research agreements with these third parties, would have a material adverse effect on our ability to develop and exploit our technology. WE HAVE SIGNIFICANT FUTURE CAPITAL NEEDS. As of September 30, 2003, we had cash and highly-liquid investments valued at $1,930,093 and working capital of $1,678,267. We believe that we can operate according to our current business plan for approximately the next ten months using our available reserves. To date, we have generated minimal revenues and anticipate that our operating costs will exceed any revenues generated over the next several years. Therefore, we anticipate that we will be required to raise additional capital in the future in order to operate according to our current business plan. We may require additional funding in less than twelve months, and additional funding may not be available on favorable terms, if at all. In addition, in connection with such funding, if we need to issue more equity securities than our certificate of incorporation currently authorizes, or more than 20% of the shares of our common stock outstanding, we may need stockholder approval. If stockholder approval is not obtained or if adequate funds are not available, we may be required to curtail operations significantly or to obtain funds through arrangements with collaborative partners or others that may require us to relinquish rights to certain of our technologies, product candidates, products or potential markets. Investors may experience dilution in their investment from future offerings of our common stock. For example, if we raise additional capital by issuing equity securities, such an issuance would reduce the percentage ownership of existing stockholders. In addition, assuming the exercise of all options and warrants granted, as of September 30, 2003, we had 11,632,445 shares of common stock authorized but unissued, which may be issued from time to time by our board of directors without stockholder approval. Furthermore, we may need to issue securities that have rights, preferences and privileges senior to our common stock. Failure to obtain financing on acceptable terms would have a material adverse effect on our liquidity. Since inception, we have financed all of our operations through private equity financings. Our future capital requirements depend on numerous factors, including: o the scope of our research and development; o our ability to attract business partners willing to share in our development costs; o our ability to successfully commercialize our technology; o competing technological and market developments; o our ability to enter into collaborative arrangements for the development, regulatory approval and commercialization of other products; and o the cost of filing, prosecuting, defending and enforcing patent claims and other intellectual property rights. OUR BUSINESS DEPENDS ON OUR PATENTS, LICENSES AND PROPRIETARY RIGHTS AND THE ENFORCEMENT OF THESE RIGHTS. As a result of the substantial length of time and expense associated with developing products and bringing them to the marketplace in the agricultural and biotechnology industries, obtaining and maintaining patent and trade secret protection for technologies, products and processes is of vital importance. Our success will depend in part on several factors, including, without limitation: o our ability to obtain patent protection for technologies, products and processes; o our ability to preserve trade secrets; and -13-

o our ability to operate without infringing the proprietary rights of other parties both in the United States and in foreign countries. We have been issued one patent by the PTO. We have also filed patent applications in the United States for our technology, which technology is vital to our primary business, as well as several Continuations in Part on these patent applications. Our success depends in part upon the enforcement of our patent rights and whether patents are granted for our pending patent applications. Furthermore, although we believe that our technology is unique and will not violate or infringe upon the proprietary rights of any third party, there can be no assurance that such claims will not be made or if made, could be successfully defended against. If we do not obtain and maintain patent protection, we may face increased competition in the United States and internationally, which would have a material adverse effect on our business. Since patent applications in the United States are maintained in secrecy until patents are issued, and since publication of discoveries in the scientific and patent literature tend to lag behind actual discoveries by several months, we cannot be certain that we were the first creator of the inventions covered by our pending patent applications or that we were the first to file patent applications for these inventions. In addition, among other things, we cannot guarantee that: o our patent applications will result in the issuance of patents; o any patents issued or licensed to us will be free from challenge and that if challenged, would be held to be valid; o any patents issued or licensed to us will provide commercially significant protection for our technology, products and processes; o other companies will not independently develop substantially equivalent proprietary information which is not covered by our patent rights; o other companies will not obtain access to our know-how; o other companies will not be granted patents that may prevent the commercialization of our technology; or o we will not require licensing and the payment of significant fees or royalties to third parties for the use of their intellectual property in order to enable us to conduct our business. If any relevant claims of third-party patents which are adverse to us are upheld as valid and enforceable, we could be prevented from commercializing our technology or could be required to obtain licenses from the owners of such patents. We cannot guarantee that such licenses would be available or, if available, would be on acceptable terms. We could become involved in infringement actions to enforce and/or protect our patents. Regardless of the outcome, patent litigation is expensive and time consuming and would distract our management from other activities. The laws of some foreign countries do not protect proprietary rights to the same extent as the laws of the United States, and many companies have encountered significant problems and costs in protecting their proprietary rights in these foreign countries. -14-

Patent law is still evolving relative to the scope and enforceability of claims in the fields in which we operate. We are like most biotechnology companies in that our patent protection is highly uncertain and involves complex legal and technical questions for which legal principles are not yet firmly established. In addition, if issued, our patents may not contain claims sufficiently broad to protect us against third parties with similar technologies or products, or provide us with any competitive advantage. The PTO and the courts have not established a consistent policy regarding the breadth of claims allowed in biotechnology patents. The allowance of broader claims may increase the incidence and cost of patent interference proceedings and the risk of infringement litigation. On the other hand, the allowance of narrower claims may limit the value of our proprietary rights. Our success also depends upon know-how, unpatentable trade secrets, and the skills, knowledge and experience of our scientific and technical personnel. As a result, we require all employees to agree to a confidentiality provision that prohibits the disclosure of confidential information to anyone outside of our company, during the term of employment and thereafter. We also require all employees to disclose and assign to us the rights to their ideas, developments, discoveries and inventions. We also attempt to enter into similar agreements with our consultants, advisors and research collaborators. We cannot guarantee adequate protection for our trade secrets, know-how or other proprietary information against unauthorized use or disclosure. We occasionally provide information to research collaborators in academic institutions and request the collaborators to conduct certain tests. We cannot guarantee that the academic institutions will not assert intellectual property rights in the results of the tests conducted by the research collaborators, or that the academic institutions will grant licenses under such intellectual property rights to us on acceptable terms, if at all. If the assertion of intellectual property rights by an academic institution is substantiated, and the academic institution does not grant intellectual property rights to us, these events could have a material adverse effect on our business and financial results. WE WILL HAVE TO PROPERLY MANAGE OUR GROWTH. As our business grows, we may need to add employees and enhance our management, systems and procedures. We will need to successfully integrate our internal operations with the operations of our marketing partners, manufacturers, distributors and suppliers to produce and market commercially viable products. Although we do not presently intend to conduct research and development activities in-house, we may undertake those activities in the future. Expanding our business will place a significant burden on our management and operations. Our failure to effectively respond to changes brought about by our growth may have a material adverse effect on our business and financial results. WE HAVE NO MARKETING OR SALES HISTORY AND DEPEND ON THIRD-PARTY MARKETING PARTNERS. We have no history of marketing, distributing or selling biotechnology products and we are relying on our ability to successfully establish marketing partners or other arrangements with third parties to market, distribute and sell a commercially viable product both here and abroad. Our business plan also envisions creating strategic alliances to access needed commercialization and marketing expertise. We may not be able to attract qualified sub-licensees, distributors or marketing partners, and even if qualified, such marketing partners may not be able to successfully market agricultural products or human health applications developed with our -15-

technology. If we fail to successfully establish distribution channels, or if our marketing partners fail to provide adequate levels of sales, we will not be able to generate significant revenue. WE DEPEND ON PARTNERS TO DEVELOP AND MARKET PRODUCTS. In its current state of development, our technology is not ready to be marketed to consumers. We intend to follow a multi-faceted commercialization strategy that involves the licensing of our technology to business partners for the purpose of further technological development, marketing and distribution. We are seeking business partners who will share the burden of our development costs while our technology is still being developed, and who will pay us royalties when they market and distribute products incorporating our technology upon commercialization. The establishment of joint ventures and strategic alliances may create future competitors, especially in certain regions abroad where we do not pursue patent protection. If we fail to establish beneficial business partners and strategic alliances, our growth will suffer and the continued development of our technology may be harmed. COMPETITION IN THE AGRICULTURAL AND BIOTECHNOLOGY INDUSTRIES IS INTENSE AND TECHNOLOGY IS CHANGING RAPIDLY. Many agricultural and biotechnology companies are engaged in research and development activities relating to senescence and apoptosis. The market for plant protection and yield enhancement products is intensely competitive, rapidly changing and undergoing consolidation. We may be unable to compete successfully against our current and future competitors, which may result in price reductions, reduced margins and the inability to achieve market acceptance for products containing our technology. Our competitors in the field of plant senescence gene technology are companies that develop and produce transgenic plants and include major international agricultural companies, specialized biotechnology companies, research and academic institutions and, potentially, our joint venture and strategic alliance partners. Such companies include: Paradigm Genetics; Aventis Crop Science; Mendel Biotechnology; Renessen LLC; Exelixis Plant Sciences, Inc.; PlantGenix, Inc.; and Eden Bioscience, among others. Some of the companies involved in apoptosis research include: Cell Pathways, Inc.; Trevigen, Inc.; Idun Pharmaceuticals; Novartis; Introgen Therapeutics, Inc.; Genta, Inc.; and Oncogene, Inc. Many of these competitors have substantially greater financial, marketing, sales, distribution and technical resources than us and have more experience in research and development, clinical trials, regulatory matters, manufacturing and marketing. We anticipate increased competition in the future as new companies enter the market and new technologies become available. Our technology may be rendered obsolete or uneconomical by technological advances or entirely different approaches developed by one or more of our competitors. OUR BUSINESS IS SUBJECT TO VARIOUS GOVERNMENT REGULATIONS. At present, the U.S. federal government regulation of biotechnology is divided among three agencies: (i) the USDA regulates the import, field testing and interstate movement of specific types of genetic engineering that may be used in the creation of transgenic plants; (ii) the EPA regulates activity related to the invention of plant pesticides and herbicides, which may include certain kinds of transgenic plants; and (iii) the FDA regulates foods derived from new plant varieties. The FDA requires that transgenic plants meet the same standards for safety that are required for all other plants and foods in general. Except in the case of additives that significantly alter a food's structure, the FDA does not require any additional standards or specific approval for genetically engineered foods, but expects transgenic plant developers to -16-

consult the FDA before introducing a new food into the marketplace. Use of our technology, if developed for human health applications, will also be subject to FDA regulation. We believe that our current activities, which to date have been confined to research and development efforts, do not require licensing or approval by any governmental regulatory agency. However, federal, state and foreign regulations relating to crop protection products and human health applications developed through biotechnology are subject to public concerns and political circumstances, and, as a result, regulations have changed and may change substantially in the future. Accordingly, we may become subject to governmental regulations or approvals or become subject to licensing requirements in connection with our research and development efforts. We may also be required to obtain such licensing or approval from the governmental regulatory agencies described above, or from state agencies, prior to the commercialization of our genetically transformed plants and mammalian technology. In addition, our marketing partners who utilize our technology or sell products grown with our technology may be subject to government regulations. The imposition of unfavorable governmental regulations on our technology or the failure to obtain licenses or approvals in a timely manner would have a material adverse effect on our business. THE HUMAN HEALTH APPLICATIONS OF OUR TECHNOLOGY ARE SUBJECT TO A LENGTHY AND UNCERTAIN REGULATORY PROCESS. The FDA must approve any drug or biologic product before it can be marketed in the United States. In addition, prior to being sold outside of the U.S., any products resulting from the application of our mammalian technology must be approved by the regulatory agencies of foreign governments. Prior to filing a new drug application or biologics license application with the FDA, we would have to perform extensive pre-clinical testing and clinical trials, which could take several years and may require substantial expenditures. Any failure to obtain regulatory approval could delay or prevent us from commercializing our mammalian technology. CLINICAL TRIALS ON OUR HUMAN HEALTH APPLICATIONS MAY BE UNSUCCESSFUL IN DEMONSTRATING EFFICACY AND SAFETY, WHICH COULD DELAY OR PREVENT REGULATORY APPROVAL. Clinical trials may reveal that our mammalian technology is ineffective or harmful, which would significantly limit the possibility of obtaining regulatory approval for any drug or biologic product manufactured with our technology. The FDA requires submission of extensive pre-clinical, clinical and manufacturing data to assess the efficacy and safety of potential products. Furthermore, the success of preliminary studies does not ensure commercial success, and later-stage clinical trials may fail to confirm the results of the preliminary studies. CONSUMERS MAY NOT ACCEPT OUR TECHNOLOGY. We cannot guarantee that consumers will accept products containing our technology. Recently, there has been consumer concern and consumer advocate activism with respect to genetically engineered consumer products. The adverse consequences from heightened consumer concern in this regard could affect the markets for products developed with our technology and could also result in increased government regulation in response to that concern. If the public or potential customers perceive our technology to be genetic modification or genetic engineering, agricultural products grown with our technology may not gain market acceptance. -17-

WE DEPEND ON OUR KEY PERSONNEL. We are highly dependent on our scientific advisors, consultants and third-party research partners. Dr. Thompson is the inventor of our technology and the driving force behind our current research. The loss of Dr. Thompson would severely hinder our technological development. Our success will also depend in part on the continued service of our key employees and our ability to identify, hire and retain additional qualified personnel in an intensely competitive market. We do not maintain key person life insurance on any member of management. The failure to attract and retain key personnel could limit our growth and hinder our research and development efforts. CERTAIN PROVISIONS OF OUR CHARTER, BY-LAWS AND DELAWARE LAW COULD MAKE A TAKEOVER DIFFICULT. Certain provisions of our certificate of incorporation and by-laws could make it more difficult for a third party to acquire control of us, even if the change in control would be beneficial to stockholders. Our certificate of incorporation authorizes our board of directors to issue, without stockholder approval, except as may be required by the rules of the American Stock Exchange, 5,000,000 shares of preferred stock with voting, conversion and other rights and preferences that could adversely affect the voting power or other rights of the holders of our common stock. Similarly, our by-laws do not restrict our board of directors from issuing preferred stock without stockholder approval. In addition, we are subject to the Business Combination Act of the Delaware General Corporation Law which, subject to certain exceptions, restricts certain transactions and business combinations between a corporation and a stockholder owning 15% or more of the corporation's outstanding voting stock for a period of three years from the date such stockholder becomes a 15% owner. These provisions may have the effect of delaying or preventing a change of control of us without action by our stockholders and, therefore, could adversely affect the value of our common stock. Furthermore, in the event of our merger or consolidation with or into another corporation, or the sale of all or substantially all of our assets in which the successor corporation does not assume outstanding options or issue equivalent options, our board of directors is required to provide accelerated vesting of outstanding options. OUR MANAGEMENT AND OTHER AFFILIATES HAVE SIGNIFICANT CONTROL OF OUR COMMON STOCK AND COULD CONTROL OUR ACTIONS IN A MANNER THAT CONFLICTS WITH OUR INTERESTS AND THE INTERESTS OF OTHER STOCKHOLDERS. As of September 30, 2003, our executive officers, directors and affiliated entities together beneficially own approximately 43.1% of the outstanding shares of our common stock, assuming the exercise of options and warrants which are currently exercisable, held by these stockholders. As a result, these stockholders, acting together, will be able to exercise considerable influence over matters requiring approval by our stockholders, including the election of directors, and may not always act in the best interests of other stockholders. Such a concentration of ownership may have the effect of delaying or preventing a change in control of us, including transactions in which our stockholders might otherwise receive a premium for their shares over then current market prices. -18-

OUR STOCKHOLDERS MAY EXPERIENCE SUBSTANTIAL DILUTION AS A RESULT OF OUTSTANDING OPTIONS AND WARRANTS TO PURCHASE OUR COMMON STOCK. As of September 30, 2003, we have granted options outside of our stock option plan to purchase 10,000 shares of our common stock and warrants to purchase 4,444,753 shares of our common stock. In addition, as of September 30, 2003, we have reserved 3,000,000 shares of our common stock for issuance upon the exercise of options granted pursuant to our stock option plan, 1,791,000 of which have been granted and 1,209,000 of which may be granted in the future. The exercise of these options and warrants will result in dilution to our existing stockholders and could have a material adverse effect on our stock price. SHARES ELIGIBLE FOR PUBLIC SALE. As of September 30, 2003, we had 11,880,045 shares of our common stock issued and outstanding, of which approximately 8,000,000 shares are registered pursuant to a registration statement on Form S-3, which was deemed effective on June 28, 2002, and the remainder of which are in the public float. In addition, we have registered 3,000,000 shares of our common stock underlying options granted or to be granted under our stock option plan. Consequently, sales of substantial amounts of our common stock in the public market, or the perception that such sales could occur, may adversely affect the market price of our common stock. OUR STOCK HAS A LIMITED TRADING MARKET. Our common stock is quoted on the American Stock Exchange and currently has a limited trading market. We cannot assure that an active trading market will develop or, if developed, will be maintained. As a result, our stockholders may find it difficult to dispose of shares of our common stock and, as a result, may suffer a loss of all or a substantial portion of their investment. OUR STOCK PRICE MAY FLUCTUATE. The market price of our common stock may fluctuate significantly in response to a number of factors, some of which are beyond our control. These factors include: o quarterly variations in operating results; o the progress or perceived progress of our research and development efforts; o changes in accounting treatments or principles; o announcements by us or our competitors of new technology, product and service offerings, significant contracts, acquisitions or strategic relationships; o additions or departures of key personnel; o future offerings or resales of our common stock or other securities; o stock market price and volume fluctuations of publicly-traded companies in general and development companies in particular; and o general political, economic and market conditions. IF OUR COMMON STOCK IS DELISTED FROM THE AMERICAN STOCK EXCHANGE, IT MAY BE SUBJECT TO THE "PENNY STOCK" REGULATIONS WHICH MAY AFFECT THE ABILITY OF OUR STOCKHOLDERS TO SELL THEIR SHARES. In general, regulations of the SEC define a "penny stock" to be an equity security that is not listed on a national securities exchange or Nasdaq and that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. If the American Stock Exchange delists our common stock, it could be deemed a penny stock, which imposes additional sales practice requirements on broker-dealers that sell -19-

such securities to persons other than certain qualified investors. For transactions involving a penny stock, unless exempt, a broker-dealer must make a special suitability determination for the purchaser and receive the purchaser's written consent to the transaction prior to the sale. In addition, the rules on penny stocks require delivery, prior to and after any penny stock transaction, of disclosures required by the SEC. If our common stock were subject to the rules on penny stocks, the market liquidity for our common stock could be severely and adversely affected. Accordingly, the ability of holders of our common stock to sell their shares in the secondary market may also be adversely affected. INCREASING POLITICAL AND SOCIAL TURMOIL, SUCH AS TERRORIST AND MILITARY ACTIONS, INCREASE THE DIFFICULTY FOR US AND OUR STRATEGIC PARTNERS TO FORECAST ACCURATELY AND PLAN FUTURE BUSINESS ACTIVITIES. Recent political and social turmoil, including the terrorist attacks of September 11, 2001, the conflict in Iraq and the current crisis in the Middle East, can be expected to put further pressure on economic conditions in the United States and worldwide. These political, social and economic conditions may make it difficult for us to plan future business activities. Specifically, if the current crisis in Israel continues to escalate, the Rahan Joint Venture could be adversely affected. -20-

LIQUIDITY AND CAPITAL RESOURCES OVERVIEW As of September 30, 2003, our cash balance and investments totaled $1,930,093, and we had working capital of $1,678,267. As of September 30, 2003, we had a federal tax loss carry-forward of approximately $7,470,000 and a state tax loss carry-forward of approximately $3,510,000 to offset future taxable income. There can be no assurance, however, that we will be able to take advantage of any or all of such tax loss carry-forwards, if at all, in future fiscal years. FINANCING NEEDS The following table lists our cash contractual obligations as of September 30, 2003: - ------------------------------------------------------------------------------------------------------------------- Payments Due by Period - ------------------------------------------------------------------------------------------------------------------- Less than More than Contractual Obligations Total 1 year 1-3 years 4-5 years 5 years - ------------------------------------------------------------------------------------------------------------------- Research and Development Agreements (1) $ 385,000 $ 385,000 $ -- $ -- $ -- - ------------------------------------------------------------------------------------------------------------------- Facility, Rent and Operating Leases (2) $ 87,978 $ 34,056 $ 53,922 $ -- $ -- - ------------------------------------------------------------------------------------------------------------------- Employment, Consulting and Scientific Advisory Board Agreements (3) $ 675,566 $ 453,733 $ 221,833 $ -- $ -- =================================================================================================================== Total Contractual Cash Obligations $ 1,148,544 $ 872,789 $ 275,755 $ -- $ -- =================================================================================================================== (1) Certain of our research and development agreements disclosed herein provide that payment is to be made in Canadian dollars and, therefore, the contractual obligations are subject to fluctuations in the exchange rate. (2) The lease for our office space in New Brunswick, New Jersey is subject to certain escalations for our proportionate share of increases in the building's operating costs. (3) Certain of our employment and consulting agreements provide for automatic renewal (which is not reflected in the table), unless terminated earlier by the parties to the respective agreements. We expect our capital requirements to increase significantly over the next several years as we commence new research and development efforts, increase our business and administrative infrastructure and embark on developing in-house business capabilities and facilities. Our future liquidity and capital funding requirements will depend on numerous factors, including, but not limited to, the levels and costs of our research and development initiatives and the cost and timing of the expansion of our business development and administrative staff. -21-

CAPITAL RESOURCES Since inception, we have generated revenues of $210,000 in connection with the initial fees received under our license and development agreements. We have not been profitable since inception, we will continue to incur additional operating losses in the future, and we will require additional financing to continue the development and subsequent commercialization of our technology. While we do not expect to generate significant revenues from the licensing of our technology in the near future, we may enter into additional licensing or other agreements with marketing and distribution partners that may result in additional license fees. We may also receive revenues from contract research, or other related revenue. Pursuant to the New Jersey Technology Tax Credit Transfer Program, we have applied to the New Jersey Economic Development Authority to sell our New Jersey net operating loss tax benefit in the amount of approximately $132,000 for the fiscal year ended June 30, 2002. We had previously received approval and subsequently sold our New Jersey net operating loss tax benefit for the fiscal years ended June 30, 2001, 2000 and 1999. However, there can be no assurance that we will be approved to participate in the Program for the fiscal year ended June 30, 2002, or if approved, that we will be able to sell all or part of our New Jersey net operating loss tax benefit. We anticipate that, based upon our current cash and investments, we will be able to fund operations for approximately the next ten months. Over the next twelve months, we plan to fund our research and development and commercialization activities by (i) utilizing our current cash balance and investments, (ii) achieving some of the milestones set forth in our current licensing agreements through the execution of additional licensing agreements for our technology, and (iii) consummating a private placement of equity securities. CHANGES TO CRITICAL ACCOUNTING POLICIES AND ESTIMATES Our critical accounting policies and estimates are set forth in our Annual Report on Form 10-KSB for the fiscal year ended June 30, 2003. There have been no changes to such critical accounting policies and estimates. -22-

RESULTS OF OPERATIONS Three Months Ended September 30, 2003 and Three Months Ended September 30, 2002 - ------------------------------------------------------------------------------- We had no revenue during the three-month period ended September 30, 2003. Revenue for the three-month period ended September 30, 2002 was $10,000, which represented the initial license fee in connection with the Cal/West License. Operating expenses consist of general and administrative expenses, research and development expenses and stock-based compensation. Operating expenses for the three-month periods ended September 30, 2003 and September 30, 2002 were $1,411,393 and $547,188, respectively, an increase of $864,205, or 157.9%. This increase in operating expenses was primarily the result of an increase in stock-based compensation and research and development expenses, partially offset by a decrease in general and administrative expenses. General and administrative expenses consist primarily of stock-based compensation and other general and administrative costs, which include payroll and benefits, professional services, investor relations, office rent and corporate insurance. General and administrative expenses for the three-month periods ended September 30, 2003 and September 30, 2002 were $1,139,392 and $388,024, respectively, an increase of $751,368, or 193.6%. This increase was primarily the result of an increase in stock-based compensation related to the issuance and vesting of stock options and warrants as well as an increase in corporate insurance which was partially offset by a decrease in payroll and benefits, and professional fees. Three months ended September 30, 2003 2002 ---- ---- Stock-based compensation $ 843,480 $ 24,800 Other general and administrative expenses 295,912 363,224 ----------- ---------- Total general and administrative expenses $ 1,139,392 $ 388,024 =========== ========== The increase in stock-based compensation was primarily the result of a warrant being granted, in connection with a financial advisory agreement, to a financial advisor during the three-month period ended September 30, 2003. Insurance costs increased during the three-month period ended September 30, 2003 primarily because we increased the policy limit on our directors' and officers' liability insurance policy. Professional fees decreased during the three-month period ended September 30, 2003, primarily as a result of a decrease in legal fees. During the three-month period ended September 30, 2002, we had incurred additional professional fees related to our filing of registration statements with the Securities and Exchange Commission on Forms S-3 and S-8 as well as the timing of fees associated with our Form 10-KSB and proxy statement. Payroll and benefits decreased during the three-month period ended September 30, 2003, primarily as a result of the termination of an employee in June 2003. Research and development expenses consist primarily of fees associated with a research and development agreement with the University of Waterloo, costs associated with the research being performed at the University of Colorado, amortization of the initial fee in connection with a research agreement with Anawah, Inc. and consulting fees to the Scientific Advisory Board and other consultants. Research and development expenses for the three-month periods ended September 30, 2003 and September 30, 2002 were $272,001 and $159,164, respectively, an increase of $112,837, or 70.9%. This increase was primarily the result of an increase in the -23-

research and development costs incurred in connection with the expanded research undertaken by the University of Waterloo, the implementation of our mammalian cell research programs and the implementation of new plant research being conducted in connection with the agreement with Anawah, Inc. Period From Inception on July 1, 1998 through September 30, 2003 - ---------------------------------------------------------------- From inception of operations on July 1, 1998 through September 30, 2003, we had revenues of $210,000, which consisted of the initial license fees in connection with our various development and license agreements. We have incurred losses each year since inception and have an accumulated deficit of $10,897,141 at September 30, 2003. We expect to continue to incur losses as a result of expenditures on research, product development and administrative activities. ITEM 3. CONTROLS AND PROCEDURES. Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2003. Based on this evaluation, our chief executive officer and chief financial officer concluded that as of September 30, 2003, our disclosure controls and procedures were (1) designed to ensure that material information relating to us, including our consolidated subsidiaries, is made known to our chief executive officer and chief financial officer by others within those entities, particularly during the period in which this report was being prepared and (2) effective, in that they provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. No change in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the three months ended September 30, 2003 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting. -24-

PART II. OTHER INFORMATION. -------------------------- ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS. On September 12, 2003, we entered into a one-year financial advisory agreement with Sands Brothers International Ltd. The agreement provides for monthly payments of $10,000 through September 2004, and may be terminated by either party upon sixty days written notice. Pursuant to the agreement, on September 25, 2003, we issued to Sands Brothers a five-year warrant to purchase 237,600 shares of our common stock at an exercise price equal to $3.59 per share. The warrant provides for, among other things, piggyback registration rights. No underwriter was employed in connection with the issuance of the warrant described above. We believe that the issuance of the warrant was exempt from registration under Section 4(2) of the Securities Act of 1933, as amended, as a transaction not involving a public offering. Sands Brothers is an accredited investor as defined in the Securities Act, acquired the warrant for investment purposes only and not with a view to distribution, and received adequate information about our company. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits. 4.1 Warrant issued to Sands Brothers International Ltd. dated September 25, 2003. 10.1 Financial Advisory Agreement dated September 12, 2003, by and between Senesco Technologies, Inc. and Sands Brothers International Ltd. 31.1 Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of principal financial and accounting officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of principal executive officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. 1350. 32.2 Certification of principal financial and accounting officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. 1350. (b) Reports on Form 8-K. None. -25-

SIGNATURES In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SENESCO TECHNOLOGIES, INC. DATE: November 14, 2003 By: /s/ Bruce C. Galton -------------------------------------------- Bruce C. Galton, President and Chief Executive Officer (Principal Executive Officer) DATE: November 14, 2003 By: /s/ Joel Brooks -------------------------------------------- Joel Brooks, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) -26-

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 6 OF THIS WARRANT Warrant No. 112 Number of Shares: 237,600 (subject to adjustment) Date of Issuance: September 25, 2003 Original Issue Date (as defined in subsection 3(a)): September 25, 2003 SENESCO TECHNOLOGIES, INC. -------------------------- Common Stock Purchase Warrant ----------------------------- (Void after September 24, 2008) SENESCO TECHNOLOGIES, INC., a Delaware corporation (the "Company"), for value received, hereby certifies that Sands Brothers International, Ltd., or its registered assigns (the "Registered Holder"), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, subject to the vesting schedule in subsection 1(a) hereof, at any time or from time to time on or after the date of issuance and on or before 5:00 p.m. (Eastern time) on September 24, 2008, 237,600 shares of Common Stock, $0.01 par value per share, of the Company ("Common Stock"), at a purchase price of $3.59 per share. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the "Warrant Shares" and the "Purchase Price," respectively. 1. Exercise. -------- (a) Vesting. The Warrant Shares shall become exercisable in accordance with the following schedule (the "Vesting Schedule"): Date Warrant Shares Number of Warrant Shares become Exercisable becoming exercisable on such date ------------------ --------------------------------- September 25, 2003 237,600 (b) Exercise for Cash. The Registered Holder may, at its option, ------------------ elect to exercise this Warrant, subject to the Vesting Schedule, in whole or in part and at any time or from time to time, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by or on behalf of --------- the Registered Holder, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise.

(c) Cashless Exercise. ----------------- (i) The Registered Holder may, at its option, elect to exercise this Warrant, subject to the Vesting Schedule, in whole or in part and at any time or from time to time, on a cashless basis, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by or on --------- behalf of the Registered Holder, at the principal office of the Company, or at such other office or agency as the Company may designate, by canceling a portion of this Warrant in payment of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. In the event of an exercise pursuant to this subsection 1(c), the number of Warrant Shares issued to the Registered Holder shall be determined according to the following formula: X = Y(A-B) ------ A Where: X = the number of Warrant Shares that shall be issued to the Registered Holder; Y = the number of Warrant Shares for which this Warrant is being exercised (which shall include both the number of Warrant Shares issued to the Registered Holder and the number of Warrant Shares subject to the portion of the Warrant being cancelled in payment of the Purchase Price); A = the Fair Market Value (as defined below) of one share of Common Stock; and B = the Purchase Price then in effect. (ii) The Fair Market Value per share of Common Stock shall be determined as follows: (1) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market, the Nasdaq SmallCap Market or another nationally recognized trading system as of the Exercise Date, including the NASD OTC Bulletin Board, the Fair Market Value per share of Common Stock shall be deemed to be the closing sale price per share of Common Stock thereon on the average for the five (5) trading days immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market -------- Value per share of Common Stock shall be the average of the highest reported bid and lowest reported ask price, as reported or quoted on such exchange or such system, for the five (5) trading days immediately preceeding the Exercise Date. (2) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors of the Company (the "Board") to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under any plan, agreement or arrangement with employees of the Company); and, upon request of the -2-

Registered Holder, the Board (or a representative thereof) shall, as promptly as reasonably practicable but in any event not later than 10 days after such request, notify the Registered Holder of the Fair Market Value per share of Common Stock and furnish the Registered Holder with reasonable documentation of the Board's determination of such Fair Market Value. Notwithstanding the foregoing, if the Board has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board shall make, and shall provide or cause to be provided to the Registered Holder notice of, a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(c) shall be delayed until such determination is made and notice thereof is provided to the Registered Holder. (d) Exercise Date. Each exercise of this Warrant shall be deemed to ------------- have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(b) or 1(c) above (the "Exercise Date"). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(e) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (e) Issuance of Certificates. As soon as practicable after the ------------------------ exercise of this Warrant in whole or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as the Registered Holder (upon payment by the Registered Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise, which shall include, if applicable, the rounding of any fraction up to the nearest whole number of shares of Common Stock pursuant to Section 4 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of Warrant Shares for which this Warrant was so exercised (which, in the case of an exercise pursuant to subsection 1(c), shall include both the number of Warrant Shares issued to the Registered Holder pursuant to such partial exercise and the number of Warrant Shares subject to the portion of the Warrant being cancelled in payment of the Purchase Price). 2. Piggyback Registration Rights. If at any time the Company determines to ----------------------------- register under the Securities Act (including pursuant to a demand of any security holder of the Company exercising registration rights), any of its Common Stock (except securities to be issued solely in connection with any acquisition of any entity or business, shares issuable solely upon exercise of stock options, shares issuable solely pursuant to employee benefit plans or stock purchase plans, or shares to be registered on any registration form that does not permit secondary sales), it shall give to the Registered Holder written notice of such determination at least fifteen (15) days prior to each such filing. If, within five (5) days after receipt of such notice, the Registered Holder so requests in writing, the Company will use all commercially reasonable efforts to include all or any part of the Registered Holder's Warrant Shares purchased from time to time under the -3-

Warrant in such registration statement (to the extent permitted by applicable regulation) that the Registered Holder requests to be registered (the "Registrable Securities"); provided, however, (i) the number of shares of Registrable Securities may be reduced as required to first accommodate the registration of the Company's Common Stock held by stockholders of the Company as of the date hereof that are entitled to registration in such offering, and (ii) in the event any registration pursuant to this Section 2 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Registrable Securities to be included in such an underwriting may be reduced if and to the extent that the managing underwriter is of the opinion that such inclusion would materially and adversely affect the marketing of the securities to be sold therein. Any Registrable Securities which are included in any underwritten public offering under this Section 2 will be sold upon such terms as the managing underwriters reasonably request. If the Registered Holder disapproves of the terms of such underwriting, the Registered Holder may elect to withdraw therefrom by written notice to the Company and the underwriter. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 2 without thereby incurring any liability to any holder of the Registrable Securities. 3. Adjustments. ----------- (a) Adjustment for Stock Splits and Combinations. If the Company ----------------------------------------------- shall at any time or from time to time after the date on which this Warrant was first issued (or, if this Warrant was issued upon partial exercise of, or in replacement of, another warrant of like tenor, then the date on which such original warrant was first issued) (either such date being referred to as the "Original Issue Date") effect a subdivision of the outstanding Common Stock, the Purchase Price then in effect immediately before that subdivision shall be proportionately decreased. If the Company shall at any time or from time to time after the Original Issue Date combine the outstanding shares of Common Stock, the Purchase Price then in effect immediately before the combination shall be proportionately increased. Any adjustment under this paragraph shall become effective at the close of business on the date the subdivision or combination becomes effective. (b) Adjustment for Certain Dividends and Distributions. In the event --------------------------------------------------- the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; -4-

provided, however, that if such record date shall have been fixed and such - -------- ------- dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions. (c) Adjustment in Number of Warrant Shares. When any adjustment is --------------------------------------- required to be made in the Purchase Price pursuant to subsections 3(a) or 3(b), the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment. (d) Adjustments for Other Dividends and Distributions. In the event --------------------------------------------------- the Company at any time or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of the Company (other than shares of Common Stock) or in cash or other property (other than regular cash dividends paid out of earnings or earned surplus, determined in accordance with generally accepted accounting principles), then and in each such event provision shall be made so that the Registered Holder shall receive upon exercise hereof, in addition to the number of shares of Common Stock issuable hereunder, the kind and amount of securities of the Company, cash or other property which the Registered Holder would have been entitled to receive had this Warrant been exercised on the date of such event and had the Registered Holder thereafter, during the period from the date of such event to and including the Exercise Date, retained any such securities receivable during such period, giving application to all adjustments called for during such period under this Section 2 with respect to the rights of the Registered Holder. (e) Adjustment for Reorganization. If there shall occur any -------------------------------- reorganization, recapitalization, reclassification, consolidation or merger involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other property (other than a transaction covered by subsections 3(a), 3(b) or 3(d)) (collectively, a "Reorganization"), then, following such Reorganization, the Registered Holder shall receive upon exercise hereof the kind and amount of securities, cash or other property which the Registered Holder would have been entitled to receive pursuant to such Reorganization if such exercise had taken place immediately prior to such Reorganization. In any such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder, to the end that the provisions set forth in this Section 3 (including provisions with respect to changes in and other adjustments of the Purchase Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities, cash or other property thereafter deliverable upon the exercise of this Warrant. (f) Certificate as to Adjustments. Upon the occurrence of each -------------------------------- adjustment or readjustment of the Purchase Price pursuant to this Section 3, the Company at its expense shall, as promptly as reasonably practicable but in any event not later than 10 days thereafter, compute such adjustment or readjustment in accordance with the terms hereof and furnish to the Registered Holder a certificate setting forth such adjustment or readjustment (including the kind and amount of securities, cash or other property for which this Warrant shall be exercisable and -5-

the Purchase Price) and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, as promptly as reasonably practicable after the written request at any time of the Registered Holder (but in any event not later than 10 days thereafter), furnish or cause to be furnished to the Registered Holder a certificate setting forth (i) the Purchase Price then in effect and (ii) the number of shares of Common Stock and the amount, if any, of other securities, cash or property which then would be received upon the exercise of this Warrant. 4. Fractional Shares. The Company shall not be required upon the exercise ----------------- of this Warrant to issue any fractions of shares of Common Stock or fractional Warrants; provided, however, that if the Registered Holder exercises this -------- ------- Warrant, any fractional shares of Common Stock shall be eliminated by rounding any fraction up to the nearest whole number of shares of Common Stock. The Registered Holder of this Warrant, by acceptance hereof, expressly waives his right to receive any fractional share of Common Stock or fractional Warrant upon exercise of this Warrant. 5. Investment Representations. The initial Registered Holder represents -------------------------- and warrants to the Company as follows: (a) Investment. It is acquiring the Warrant, and (if and when it ---------- exercises this Warrant) it will acquire the Warrant Shares, for its own account for investment and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same; and the Registered Holder has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the disposition thereof; (b) Federal and State Compliance. The Registered Holder understands ---------------------------- that this Warrant and any Warrant Shares purchased upon its exercise are securities, the issuance of which requires compliance with federal and state securities law, including the Securities Act of 1933, as amended (the "Act"); (c) Accredited Investor. The Registered Holder is an "accredited ------------------- investor" as defined in Rule 501(a) under the Act; (d) Experience. The Registered Holder has made such inquiry ---------- concerning the Company and its business and personnel as it has deemed appropriate; and the Registered Holder has sufficient knowledge and experience in finance and business that it is capable of evaluating the risks and merits of its investment in the Company; and (e) Restricted Securities. The Registered Holder acknowledges and --------------------- understands that the Warrant and Warrant Shares constitute restricted securities under the Act and must be held indefinitely unless subsequently registered under the Act or an exemption from such registration is available. 6. Transfers, etc. --------------- (a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act. -6-

Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Registered Holder which is an entity to a wholly owned subsidiary of such entity, a transfer by a Registered Holder which is a partnership to a partner of such partnership or a retired partner of such partnership or to the estate of any such partner or retired partner, or a transfer by a Registered Holder which is a limited liability company to a member of such limited liability company or a retired member or to the estate of any such member or retired member, provided that the transferee in each case agrees in writing to be subject to the terms of this Section 6, or (ii) a transfer made in accordance with Rule 144 under the Act. (b) Each certificate representing Warrant Shares shall bear a legend substantially in the following form: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such securities are registered under such Act or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required." The foregoing legend shall be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Act or at such time as they are transferred or sold pursuant to a Registration Statement. (c) The Company will maintain a register containing the name and address of the Registered Holder of this Warrant. The Registered Holder may change its address as shown on the warrant register by written notice to the Company requesting such change. (d) Subject to the provisions of Section 6 hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant with a properly executed assignment (in the form of Exhibit II hereto) at the principal office of the Company (or, if another office or agency has been designated by the Company for such purpose, then at such other office or agency). 7. Notices of Record Date, etc. In the event: ---------------------------- (a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right; or (b) of any capital reorganization of the Company, any reclassification of the Common Stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity and its Common Stock is not converted into or exchanged for any other securities or property), or any transfer of all or substantially all of the assets of the Company; or -7-

(c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will send or cause to be sent to the Registered Holder a notice specifying, as the case may be, (i) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be sent at least 10 days prior to the record date or effective date for the event specified in such notice. 8. Reservation of Stock. The Company will at all times reserve and keep -------------------- available, solely for issuance and delivery upon the exercise of this Warrant, such number of Warrant Shares and other securities, cash and/or property, as from time to time shall be issuable upon the exercise of this Warrant. 9. Exchange or Replacement of Warrants. ----------------------------------- (a) Upon the surrender by the Registered Holder, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of Section 6 hereof, issue and deliver to or upon the order of the Registered Holder, at the Company's expense, a new Warrant or Warrants of like tenor, in the name of the Registered Holder or as the Registered Holder (upon payment by the Registered Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock (or other securities, cash and/or property) then issuable upon exercise of this Warrant. (b) Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (with surety if reasonably required) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor. 10. Agreement in Connection with Public Offering. The Registered Holder ----------------------------------------------- agrees, in connection with an underwritten public offering of the Company's securities pursuant to a registration statement under the Act, (i) not to sell, make short sale of, loan, grant any options for the purchase of, or otherwise dispose of any shares of Common Stock held by the Registered Holder (other than any shares included in the offering) without the prior written consent of the Company or the underwriters managing such underwritten public offering of the Company's securities for a period of 180 days from the effective date of such registration statement, and (ii) to execute any agreement reflecting clause (i) above as may be requested by the Company or the managing underwriters at the time of such offering. -8-

11. Notices. All notices and other communications from the Company to the ------- Registered Holder in connection herewith shall be mailed by certified or registered mail, postage prepaid, or sent via a reputable nationwide overnight courier service guaranteeing next business day delivery, to the address last furnished to the Company in writing by the Registered Holder. All notices and other communications from the Registered Holder to the Company in connection herewith shall be mailed by certified or registered mail, postage prepaid, or sent via a reputable nationwide overnight courier service guaranteeing next business day delivery, to the Company at its principal office set forth below. If the Company should at any time change the location of its principal office to a place other than as set forth below, it shall give prompt written notice to the Registered Holder and thereafter all references in this Warrant to the location of its principal office at the particular time shall be as so specified in such notice. All such notices and communications shall be deemed delivered (i) two business days after being sent by certified or registered mail, return receipt requested, postage prepaid, or (ii) one business day after being sent via a reputable nationwide overnight courier service guaranteeing next business day delivery. 12. No Rights as Stockholder. Until the exercise of this Warrant, the --------------------------- Registered Holder shall not have or exercise any rights by virtue hereof as a stockholder of the Company. 13. Amendment or Waiver. Any term of this Warrant may be amended or waived ------------------- only by an instrument in writing signed by the party against which enforcement of the change or waiver is sought. No waivers of any term, condition or provision of this Warrant, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. 14. Section Headings. The section headings in this Warrant are for the ---------------- convenience of the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties. 15. Governing Law. This Warrant will be governed by and construed in ------------- accordance with the internal laws of the State of New Jersey (without reference to the conflicts of law provisions thereof). 16. Facsimile Signatures. This Warrant may be executed by facsimile --------------------- signature. * * * * * * * -9-

EXECUTED as of the Date of Issuance indicated above. SENESCO TECHNOLOGIES, INC. By: /s/ Bruce C. Galton --------------------------------------------- Name: Bruce C. Galton Title: President and Chief Executive Officer ATTEST: - -------------------------

EXHIBIT I PURCHASE FORM ------------- To: Dated: ----------------------- ---------------- The undersigned, pursuant to the provisions set forth in the attached Warrant (No. ), hereby elects to purchase (CHECK APPLICABLE BOX): --- |_| shares of the Common Stock of SENESCO TECHNOLOGIES, INC. covered ----- by such Warrant; or |_| the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in subsection 1(c). The undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant. Such payment takes the form of (CHECK APPLICABLE BOX OR BOXES): |_| $ in lawful money of the United States; and/or ------ |_| the cancellation of such portion of the attached Warrant as is exercisable for a total of Warrant Shares (using a Fair Market ------ Value of $ per share for purposes of this calculation) ; and/or ------ |_| the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 1(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 1(c). Signature: ----------------------- Address: ------------------------- -------------------------

EXHIBIT II ASSIGNMENT FORM --------------- FOR VALUE RECEIVED, hereby -------------------------------------------- sells, assigns and transfers all of the rights of the undersigned under the attached Warrant (No. ) with respect to the number of shares of Common Stock ----- of SENESCO TECHNOLOGIES, INC. covered thereby set forth below, unto: Name of Assignee Address No. of Shares - ---------------- ------- ------------- Dated: Signature: -------------------- ----------------------- Signature Guaranteed: By: ----------------------- The signature should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.

SANDS BROTHERS INTERNATIONAL LTD. INVESTMENT BANKERS MEMBER NASD 90 PARK AVENUE, NEW YORK. N.Y. 10016 (212) 697-5200 Toll Free (800) 866-6116 Fax (212) 697-8035 September 12, 2003 Senesco Technologies, Inc. 303 George Street, Suite 420 New Brunswick, NJ 08901 Attention: Bruce C. Galton, President & CEO Financial Advisory Agreement ---------------------------- Dear Mr. Galton: This is to confirm our understanding that Sands Brothers International, Ltd. ("SBIL") is engaged by Senesco Technologies, Inc., its successors, subsidiaries and affiliates (collectively, the "Company") on a non-exclusive basis with respect to financial advisory, corporate finance, strategic financing and merger and acquisition related matters for the twelve (12) month period commencing the date hereof. This Agreement may be terminated (i) by either party, without cause, upon sixty (60) days' written notice of termination to the other party; or (ii) by either party; if the other party breaches any of its obligations under this Agreement and fails to remedy such breach within ten (10) days after written notice of such breach is provided to the other party. Upon the execution of this letter by the Company and the delivery of funds in the amount of the first month's fee as set forth below, SBIL shall devote a commercially reasonable amount of business, time and attention to matters on which the Company shall request its services. A. Financial Advisory Services --------------------------- During the term of this agreement, SBIL shall provide the Company with such regular and customary financial advisory services as are reasonably requested by the Company, provided. that SBIL shall not be required to undertake duties not reasonably within the scope of the financial advisory services in which it is generally engaged. In performance of its duties, SBIL shall provide the Company with the benefit of its judgment. It is understood and acknowledged by the parties that the value of SBIL's advice is not measurable in a quantitative manner and SBIL shall be obligated to render advice, upon the request of the Company, in good faith, as shall be determined by SBIL. SBIL shall: (a) assist the Company in identifying its financing needs; help formulate a financing structure with respect to what is usual and standard practice in financings for organizations in similar circumstances; and

Bruce C. Galton, President & Chief Executive Officer September 12, 2003 Page 2 (b) assist in obtaining and executing such financing for the Company on terms and conditions consistent with current market conditions and the nature of and risks inherent in the Company. The Company acknowledges that SB1L and its affiliates are in the business of providing financial advisory services (of all types contemplated by this agreement) to others. Nothing herein contained shall be construed to limit or restrict SBIL or its affiliates in conducting such business with respect to others or in rendering such advice to others. The Company recognizes and confirms that SBIL, in acting pursuant to this engagement will be using information in reports and other information provided by others, including, without limitation, information provided by, or on behalf of the Company, and that SBIL does not assume responsibility for, and may rely on, without independent verification of, the accuracy and completeness of any such reports and information. The Company hereby warrants that any information relating to the Company that is furnished to SBIL by the Company will be fair, accurate and complete and will not contain any material omissions or misstatements of fact. The Company agrees that any information or advice rendered by SBIL or its representatives in connection with this engagement is for the confidential use of the Company's Board of Directors only in its evaluation of the matters for which SBIL has been engaged and, except as otherwise required by law, the Company will not, and will not permit any third party, to disclose or otherwise refer to such advice or information in any manner without prior written consent of SBIL. B. Presenting the Company ---------------------- In addition to financial advisory services, the Company has asked SBIL to assist the Company in making presentations to institutional investors. In order to do so, SBIL shall help the Company develop an appropriate presentation of the Company suitable as a "road show" for seeking investors. The Company agrees to bear all reasonable costs related to preparing for, traveling to, and presenting said road show on behalf of the Company both within and outside the United States, including but not limited to, costs of producing promotional materials, air and ground transportation, car rentals and/or mileage charges, meeting room rentals, additional staffing on location, catering, meals, entertainment, and reasonable miscellaneous out-of-pocket expense. Costs or expenses in excess of five thousand dollars ($5,000) require prior approval by the Company. C. Fees and Compensation --------------------- 1. Financial Advisory Services --------------------------- In consideration of the above described financial advisory services, the Company agrees to pay SBIL: (i) a fee of ten thousand dollars ($10,000) each month for twelve (12) months, unless terminated prior to twelve (12) months, with the first payment due with the return of this agreement

Bruce C. Galton, President & Chief Executive Officer September 12, 2003 Page 3 executed by the Company, each subsequent payment to be made the following month on the same date; and (ii) warrants to purchase two percent (2%) of the Company's issued and outstanding shares of common stock (the "Warrants") at an exercise price equal to 110% of the average closing price of the Company's common stock for the ten (10) days preceding the date of issuance. The Warrants shall be exercisable for five years from the date of issuance, and shall provide for: piggy-back registration; and cashless exercise. SBIL shall be reimbursed for reasonable expenses incurred on behalf of the Company. The Company shall bear all of its expenses in connection with execution of the Advisory services, and for expenses in connection with any Financing Transaction or Acquisition Transaction, including, but not limited to, the following: printing costs, due diligence related expenses, and the counsel fees and expenses of the issuer and of SBIL. Anything contained herein to the contrary notwithstanding, SBIL's obligation to proceed with any Financing Transaction or Acquisition Transaction is conditioned upon SBIL's continued due diligence investigation of the Company. Notwithstanding anything in this Agreement to the contrary, the Company shall have the sole and absolute discretion to accept or not accept the terms of any Financing Transaction or Acquisition Transaction. Neither the Company nor any of its affiliates shall have any liability whatsoever to SBIL or any other person or entity resulting from its decision not to enter into a proposed Financing Transaction or Acquisition Transaction. The monthly fee paid by the Company shall be credited against and deducted from the fee payable to SBIL for closing a Financing Transaction or an Acquisition Transaction as below-defined. Notwithstanding anything contained herein to the contrary, upon any termination of this Agreement by the Company prior to the expiration of the stated term hereof, SBIL shall retain any previously paid compensation and Warrants. This agreement may be extended by mutual written agreement for an additional six months. 2. Definitions ----------- (a) FINANCING TRANSACTION. For purposes of this agreement, the term "Financing Transaction" means any private placement, public offering, syndication or other sale of equity or debt securities of the Company or other on-balance or off-balance sheet corporate finance transaction of the Company. (b) ACQUISITION TRANSACTION. An "Acquisition Transaction" shall be (i) any merger, consolidation, reorganization or other business combination pursuant to which the business of a third party is combined with that of the Company, (ii) the acquisition, directly or indirectly, by the Company of all, or a substantial portion of the assets or common equity of a third party by way of negotiated purchase or otherwise or (iii) the acquisition, directly or indirectly, by a third party of all

Bruce C. Galton, President & Chief Executive Officer September 12, 2003 Page 4 or a substantial portion of the assets or common equity of the Company by way of negotiated purchase or otherwise. D. No Conflict ----------- Neither the execution and delivery of this letter by the Company nor the consummation of the transactions contemplated hereby will, directly or indirectly, with or without the giving of notice or lapse of time, or both: (i) violate any provisions of the Certificate of Incorporation or By-Laws of the Company; or (ii) violate, or be in conflict with, or constitute a default under, any agreement, lease, mortgage, debt or obligation of the Company or require the payment, any pre-payment or other penalty with respect thereto. E. Confidentiality --------------- Whereas it is desirable and necessary to exchange documents and information with respect to the business and products of the Company and the business and products of SBIL, the Parties hereby shall and do subscribe to the terms of confidentiality set forth in Schedule A attached hereto. F. Restrictive Covenants --------------------- (a) SBIL shall conduct its business under its own name. SBIL shall not use any trademarks or tradenames of the Company in any manner, except as authorized in writing by the Company or in connection with the use of literature supplied by the Company. SBIL shall discontinue such usage upon the termination of this Agreement. (b) All originals and photocopies or any other forms of records, computer records and printouts, and any other material and/or equipment furnished to and/or maintained by SBIL in connection with the performance of services under this Agreement shall remain the property of the Company and shall be returned to the Company upon demand or immediately upon termination of this Agreement. (c) SBIL represents and warrants that its performance of all the terms of this Agreement and its duties as an independent contractor will not breach any invention assignment agreement, confidential information agreement, non-competition agreement or other agreement or other obligation with any present or former client or other party. SBIL further represents and warrants that it has not and will not bring to the Company or use in the performance of their duties for the Company any documents or materials of a present or former client or other parry that are not generally available to the public.

Bruce C. Galton, President & Chief Executive Officer September 12, 2003 Page 5 G. Compliance with Law ------------------- Each of the Company and SBIL has not taken, and will not take, any action, directly or indirectly, that may cause any Financing Transaction or Acquisition Transaction to fail to be entitled to exemption from registration under the U.S. federal securities laws, or applicable state securities or "blue sky" laws, or the applicable laws of the foreign countries in which the Securities will be offered or sold. SBIL further represents that, pursuant to Section 15 of the Securities and Exchange Act of 1934, as amended (the "1934 Act"), it is a registered broker or dealer as those terms are defined under Section 3(a) of the 1934 Act. Provisions with respect to indemnification as between the Company and SBIL are as set forth in Schedule B attached hereto. The Company shall be responsible for any costs and expenses associated with filings, applications or registrations with any governmental or regulatory body, including, without limitation, those associated with any sales pursuant to Regulation D under the 1933 Act, "blue sky" laws, and the laws of the foreign countries in which the Company's securities will be offered or sold that are required to be made by the Company. H. General ------- The Company agrees to indemnify SBIL and related. persons in accordance with the indemnification letter annexed hereto as Schedule A, the provisions of which are incorporated herein in their entirety. This letter, including the Schedules attached hereto, constitutes the entire understanding of the parties with respect to the subject matter hereof and may not be altered or amended except in a writing signed by both parties. This Agreement shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York. The Company (1) agrees that any legal suit, action or proceeding arising out of or relating to this letter shall be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (2) waives any objection, which the Company may have now or hereafter to the venue of any such suit, action or proceeding, and (3) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. The Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York State Supreme Court, County of New York, or in The United States District Court for the Southern District of New York. THE PARTIES HERETO AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED HEREBY.

Bruce C. Galton, President & Chief Executive Officer September 12, 2003 Page 6 If the foregoing correctly sets forth the terms of our agreement, kindly so indicate by signing and returning two copies of this letter with a check drawn in the amount of ten thousand dollars ($10,000) made payable to Sands Brothers International, Ltd. In payment of the first month's retainer fee. Upon delivery of your executed copies and deposit and receipt of funds made good, this letter shall constitute a binding agreement as of the date first above written. SANDS BROTHERS INTERNATIONAL, LTD. By: /s/ Michael C. Caska ------------------------------- Michael C. Caska, President ACCEPTED AND AGREED TO this 25 day of September 2003: SENESCO TECHNOLOGIES, INC. By: /s/ Bruce C. Galton ------------------------------------- Bruce C. Galton President and Chief Executive Officer

SCHEDULE A ---------- INFORMATION TO BE SUPPLIED; CONFIDENTIALITY In connection with SBIL's activities on behalf of the Company, the Company will furnish SBIL with all financial and other information regarding the Company that SBIL reasonably believes appropriate to its assignment (all such information so furnished by the Company, whether furnished before or after the date of this Agreement, being referred to herein as the "Information"). The Company will provide SBIL with access to the officers, directors, employees, independent accountants, legal counsel and other advisors and consultants of the Company. The Company recognizes and agrees that SBIL (i) will use and rely primarily on the Information and information available from generally recognized public sources in performing the services contemplated by this Agreement without independently verifying the Information or such other information, (ii) does not assume responsibility for the accuracy of the Information or such information, and (iii) will not make an appraisal of any assets or liabilities owned or controlled by the Company or its market competitors. For the purpose of, the Agreement, "Information" shall mean and include all contracts and agreements and the terms there of, to which the Company may be a party; all internal non-public business and financial information, analyses, forecasts and projections of the business of the Company and any direct or indirect operating subsidiary, all business plans of the Company and its subsidiaries; all pending or proposed proposals for new or renewed contracts, including responses by the Company to RFPs; the names, business and financial arrangements with all indirectly relates to profitability of any contract to which the Company is a party; the names and terms of employment relationships between the Company and any of its operating subsidiaries with any employees; all detail and back up information relating to actual, pro forma or forecasted operations; and all data or information prepared by the Company at the request. SBIL will maintain the confidentiality of the Information and, unless and until such information shall have been made publicly available by the Company or by others without breach of a confidentiality agreement, shall disclose the information only as authorized by the Company or as required by law or by order of a governmental authority or court of competent jurisdiction. In the event that SBIL is legally required to make disclosure of any of the Information, SBIL will give notice to the Company prior to such disclosure, to the extent that SBIL can practically do so. The foregoing paragraph shall not apply to information that: (i) at the time of disclosure by the Company is, or thereafter becomes, generally available to the public or within the industries in which the Company or SBIL or its affiliates conduct business, other than as a direct result of a breach by SBIL of its obligations wader this Agreement; (ii) prior to or at the time of disclosure by the Company, was already it in the

possession of, or, conceived by, SBIL or any of its affiliates, or could have been developed by them from information then in their possession, by the application of other information or techniques in their possession, generally available to the public, or available to SBIL or its affiliates other than from the Company; (iii) at the time of disclosure by the Company or thereafter, is obtained by SBIL or any of its affiliates from a third party who SBIL reasonably believes to be in possession of the information not in violation of any contractual, legal or fiduciary obligation to the Company with respect to that information; or (iv) is independently developed by SBIL or its affiliates. Nothing in this Agreement shall be construed to limit the ability of SBIL or its affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with entities other than the Company, notwithstanding that such entities may be engaged in a business which is similar to or competitive with the business of the Company, and notwithstanding that such entities may have actual or potential operations, products, services, plans, ideas, customers or supplies similar or identical to the Company's, or may have been identified by the Company as potential merger or acquisition targets or potential candidates for some other business combination, cooperation or relationship. The Company expressly acknowledges and agrees that it does not claim any proprietary interest in the identity of any other entity in its industry or otherwise, and that the identity of any such entity is not confidential information.

SCHEDULE B ---------- INDEMNIFICATION Recognizing that matters of the type contemplated in this engagement sometimes result in litigation and that SBIL's role is advisory, the Company agrees to indemnify and hold harmless SBIL, its affiliates and their respective officers, directors, employees, agents and controlling persons (collectively, the "Indemnified Parties"), from and against any losses, claims, damages and liabilities, joint or several, related to or arising in any manner out of any transaction, financing, proposal or any other matter (collectively, the "Matters") contemplated by the engagement of SBIL hereunder, and will promptly reimburse the Indemnified Parties for all expenses (including fees and expenses of legal counsel) as incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim related to or arising in any manner out of any Matter contemplated by the engagement of SBIL hereunder, or any action or proceeding arising therefrom (collectively, "Proceedings"), whether or not such Indemnified Party is a formal party to any such Proceeding. Notwithstanding the foregoing, the Company shall not be liable in respect of any losses, claims, damages, liabilities or expenses that a court of competent jurisdiction shall have determined by final judgment resulted solely from the gross negligence or willful misconduct of an Indemnified Party. The Company further agrees that it will not, without the prior written consent of SBIL, settle, compromise or consent to the entry of any judgment in any pending or threatened Proceeding in respect of which indemnification may be sought hereunder (whether or not SBIL or any Indemnified Party is an actual or potential party to such Proceeding), unless such settlement, compromise or consent includes an unconditional release of SBIL and each other Indemnified Party hereunder from all liability arising out of such Proceeding. The Company agrees that if any indemnification or reimbursement sought pursuant to this letter were for any reason not to be available to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated by this letter, then the Company shall contribute to the amount paid or payable by such Indemnified Party in respect of losses, claims, damages and liabilities in such proportion as is appropriate to reflect the relative benefits to the Company and its stockholders on the one hand, and SBIL on the other, in connection with the Matters to which such indemnification or reimbursement relates or, if such allocation is not permitted by applicable law, not only such relative benefits but also the relative faults of such parties as well as any other equitable considerations. It is hereby agreed that the relative benefits to the Company and/or its stockholders and to SBIL with respect to SBIL' engagement shall be deemed to be in the same proportion as (i) the total value paid or received or to be paid or received by the Company and/or its stockholders pursuant to the Matters (whether or not consummated) for which SBIL is engaged to render financial advisory services bear's to (ii) the fees paid to SBIL in connection with such engagement. In no event shall the Indemnified Parties contribute or otherwise be liable for an amount in excess of the aggregate amount of fees actually received by SBIL pursuant to such engagement (excluding amounts received by SBIL as reimbursement of expenses). The Company further agrees that no Indemnified Party shall have any liability (whether direct of indirect, in contract or tort or otherwise) to the Company for or in connection with SBIL's engagement hereunder except for losses, claims, damages, liabilities or expenses that a court of

competent jurisdiction shall have determined by final judgment resulted solely from the gross negligence or willful misconduct of such Indemnified Party. The indemnity, reimbursement and contribution obligations of the Company shall be in addition to any liability which the Company may otherwise have and shall be binding upon and inure to the benefit of any successors. assigns, heirs and personal representatives of the Company or an Indemnified Party. The indemnity, reimbursement, contribution provisions set forth herein shall remain operative and in full force and effect regardless of (i) any withdrawal, termination or consummation of or failure to initiate or consummate any Matter referred to herein, (ii) any investigation made by or on behalf of any party hereto or any person controlling (within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934, as amended) any party hereto, (iii) any termination or the completion or expiration of this letter or SBIL' engagement and (iv) whether or not SBIL shall, or shall not, be called upon to render any formal or informal advice in the course of such engagement.

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Bruce C. Galton, President and Chief Executive Officer of Senesco Technologies, Inc., certify that: 1. I have reviewed this Quarterly Report on Form 10-QSB of Senesco Technologies, Inc. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) [Paragraph omitted in accordance with SEC transition instructions contained in SEC Release 34-47986] c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: November 14, 2003 /s/ Bruce C. Galton ------------------------------------- Bruce C. Galton President and Chief Executive Officer (principal executive officer)

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Joel Brooks, Chief Financial Officer and Treasurer of Senesco Technologies, Inc., certify that: 1. I have reviewed this Quarterly Report on Form 10-QSB of Senesco Technologies, Inc. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) [Paragraph omitted in accordance with SEC transition instructions contained in SEC Release 34-47986] c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: November 14, 2003 /s/ Joel Brooks -------------------------------------------- Joel Brooks Chief Financial Officer and Treasurer (principal financial and accounting officer)

                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

                             AS ADOPTED PURSUANT TO

                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



     In  connection  with  the  Quarterly  Report  on  Form  10-QSB  of  Senesco
Technologies,  Inc.  for the period ended  September  30, 2003 as filed with the
Securities and Exchange Commission on the date hereof, the undersigned, Bruce C.
Galton, President and Chief Executive Officer, hereby certifies,  pursuant to 18
U.S.C. Section 1350, that:

     (1)  The Quarterly  Report fully complies with the requirements  of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2)  The information contained in the Quarterly Report fairly presents,  in
all material  respects,  the  financial  condition  and results of operations of
Senesco Technologies, Inc.

Dated:    November 14, 2003                /s/ Bruce C. Galton *
                                           -------------------------------------
                                           Bruce C. Galton
                                           President and Chief Executive Officer
                                           (principal executive officer)


* A signed original of this written  statement  required by Section 906 has been
provided to us and will be retained by us and  furnished to the  Securities  and
Exchange Commission or its staff upon request.

                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

                             AS ADOPTED PURSUANT TO

                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



     In  connection  with  the  Quarterly  Report  on  Form  10-QSB  of  Senesco
Technologies,  Inc.  for the period ended  September  30, 2003 as filed with the
Securities and Exchange  Commission on the date hereof,  the  undersigned,  Joel
Brooks, Chief Financial Officer and Treasurer, hereby certifies,  pursuant to 18
U.S.C. Section 1350, that:

     (1)  The Quarterly Report fully complies with the  requirements  of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2)  The information contained in the Quarterly Report fairly presents,  in
all material  respects,  the  financial  condition  and results of operations of
Senesco Technologies, Inc.

Dated:    November 14, 2003         /s/ Joel Brooks *
                                    --------------------------------------------
                                    Joel Brooks
                                    Chief Financial Officer and Treasurer
                                    (principal financial and accounting officer)



* A signed original of this written  statement  required by Section 906 has been
provided to us and will be retained by us and  furnished to the  Securities  and
Exchange Commission or its staff upon request.