SCHEDULE 14A
                                 (Rule 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION

           Proxy Statement Pursuant to Section 14(a) of the Securities
                     Exchange Act of 1934 (Amendment No.   )

   Filed by the Registrant  |X|
   Filed by a Party other than the Registrant  |_|

   Check the appropriate box:
   |_|   Preliminary Proxy Statement
                                |_| Confidential, for Use of the Commission Only
                                    (as permitted by Rule 14a-6(e)(2))
   |X|   Definitive Proxy Statement
   |_|   Definitive Additional Materials
   |_|   Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                           Senesco Technologies, Inc.
--------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)


--------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):
   |X|  No fee required.
   |_|  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

   (1)      Title of each class of securities to which transaction applies:
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   (2)      Aggregate number of securities to which transaction applies:
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   (3) Per unit price or other underlying value of transaction computed pursuant
to  Exchange  Act Rule 0-11 (set  forth the  amount on which the  filing  fee is
calculated and state how it was determined):
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   (4)      Proposed maximum aggregate value of transaction:
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   (5)      Total fee paid:
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   |_| Fee paid previously with preliminary materials.
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   |_| Check box if any part of the fee is offset as provided  by  Exchange  Act
Rule  0-11(a)(2)  and identify the filing for which the  offsetting fee was paid
previously.  Identify the previous filing by registration  statement  number, or
the form or schedule and the date of its filing.

   (1)      Amount Previously Paid:
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   (2)      Form, Schedule or Registration Statement no.:
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   (4)      Date Filed:
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                           SENESCO TECHNOLOGIES, INC.
                          303 GEORGE STREET, SUITE 420
                         NEW BRUNSWICK, NEW JERSEY 08901

To Our Stockholders:

     You are cordially invited to attend the 2002 Annual Meeting of Stockholders
of Senesco Technologies, Inc. at 9:30 A.M., local time, on December 13, 2002, at
The American Stock Exchange at 86 Trinity Place, New York, New York 10006.

     The Notice of Meeting and Proxy  Statement on the following  pages describe
the matters to be presented at the meeting.

     It is important  that your shares be  represented at this meeting to assure
the presence of a quorum. Whether or not you plan to attend the meeting, we hope
that you will have your stock represented by signing,  dating and returning your
proxy card in the enclosed envelope,  which requires no postage if mailed in the
United States as soon as possible.  Your stock will be voted in accordance  with
the instructions you have given in your proxy.

     Thank you for your continued support.

                                           Sincerely,

                                           /s/ Ruedi Stalder

                                           Ruedi Stalder
                                           Chairman of the Board




                           SENESCO TECHNOLOGIES, INC.
                          303 GEORGE STREET, SUITE 420
                         NEW BRUNSWICK, NEW JERSEY 08901

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                          TO BE HELD DECEMBER 13, 2002

     The Annual Meeting of Stockholders (the "Meeting") of Senesco Technologies,
Inc., a Delaware corporation (the "Company"), will be held at The American Stock
Exchange at 86 Trinity Place,  New York, New York 10006 on December 13, 2002, at
9:30 A.M., local time, for the following purposes:

(1)  To elect seven (7)  Directors  to serve  until the next  Annual  Meeting of
     Stockholders  and until their  respective  successors  shall have been duly
     elected and qualified;

(2)  To approve a proposal to increase the maximum  number of authorized  shares
     of the Company's common stock,  $0.01 par value (the "Common Stock"),  from
     twenty million (20,000,000) shares to thirty million (30,000,000) shares;

(3)  To approve an amendment to the  Company's  1998 Stock  Incentive  Plan,  as
     amended (the "1998 Stock Plan"),  to increase the maximum  number of shares
     of the Company's  common stock  available for issuance under the 1998 Stock
     Plan  from two  million  (2,000,000)  shares to three  million  (3,000,000)
     shares;

(4)  To ratify the appointment of Goldstein Golub Kessler LLP as the independent
     auditors for the fiscal year ending June 30, 2003; and

(5)  To transact such other  business as may properly come before the Meeting or
     any adjournment or adjournments thereof.

     Holders of the Company's Common Stock of record at the close of business on
October 21, 2002 (the "Stockholders"),  are entitled to notice of and to vote at
the Meeting, or any adjournment or adjournments thereof. A complete list of such
Stockholders will be open to the examination of any Stockholder at the Company's
principal executive offices at 303 George Street, Suite 420, New Brunswick,  New
Jersey  08901  for a period  of ten (10) days  prior to the  Meeting  and at The
American Stock  Exchange in New York on the day of the Meeting.  The Meeting may
be adjourned from time to time without notice other than by  announcement at the
Meeting;  provided,  however,  if the  adjournment  is for more than thirty (30)
days,  or if after the  adjournment a new record date is fixed for the adjourned
meeting,  a notice of the  adjourned  meeting  is  required  to be given to each
Stockholder.

     IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER OF
SHARES YOU MAY HOLD.  WHETHER  OR NOT YOU PLAN TO ATTEND THE  MEETING IN PERSON,
PLEASE  COMPLETE,  DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD PROMPTLY IN THE
ENCLOSED RETURN ENVELOPE.  THE PROMPT RETURN OF PROXIES WILL ENSURE A QUORUM AND
SAVE THE COMPANY THE EXPENSE OF FURTHER SOLICITATION.  EACH PROXY GRANTED MAY BE
REVOKED BY THE STOCKHOLDER APPOINTING SUCH PROXY AT ANY TIME BEFORE IT IS VOTED.
IF YOU RECEIVE MORE THAN ONE PROXY CARD BECAUSE  YOUR SHARES ARE  REGISTERED  IN
DIFFERENT NAMES OR ADDRESSES, EACH SUCH PROXY CARD SHOULD BE SIGNED AND RETURNED
TO  ENSURE  THAT ALL OF YOUR  SHARES  WILL BE  VOTED.

                                     By Order of the Board of Directors

                                     /s/ Sascha P. Fedyszyn

                                     Sascha P. Fedyszyn
                                     Secretary


New Brunswick, New Jersey
November 8, 2002
THE COMPANY'S 2002 ANNUAL REPORT ACCOMPANIES THE PROXY STATEMENT.




                           SENESCO TECHNOLOGIES, INC.
                          303 GEORGE STREET, SUITE 420
                         NEW BRUNSWICK, NEW JERSEY 08901

--------------------------------------------------------------------------------
                                 PROXY STATEMENT
--------------------------------------------------------------------------------

     This Proxy  Statement is furnished in connection  with the  solicitation by
the Board of Directors  of Senesco  Technologies,  Inc., a Delaware  corporation
(the "Company"), of proxies to be voted at the Annual Meeting of Stockholders of
the Company to be held on December  13, 2002 (the  "Meeting"),  at The  American
Stock  Exchange at 86 Trinity  Place,  New York,  New York 10006,  at 9:30 A.M.,
local time, and at any adjournment or adjournments thereof. Holders of record of
the Company's  common  stock,  $0.01 par value (the "Common  Stock"),  as of the
close of business on October 21, 2002 (the "Stockholders"),  will be entitled to
notice  of and to  vote  at the  Meeting  and any  adjournment  or  adjournments
thereof.  As of that date,  there were 11,880,045  shares of Common Stock issued
and  outstanding and entitled to vote. Each share of Common Stock is entitled to
one vote on any matter presented at the Meeting.

     If proxies in the accompanying form are properly executed and returned, the
shares of Common Stock represented thereby will be voted in the manner specified
therein. If not otherwise  specified,  the shares of Common Stock represented by
the proxies will be voted:  (i) FOR the election of the seven (7) nominees named
below as  Directors;  (ii) FOR the  approval of the  proposal  to  increase  the
maximum  number of  authorized  shares  of  Common  Stock  from  twenty  million
(20,000,000)  shares  to  thirty  million  (30,000,000)  shares;  (iii)  FOR the
approval of an amendment to the Company's 1998 Stock  Incentive Plan, as amended
(the "1998  Stock  Plan"),  to increase  the maximum  number of shares of Common
Stock  available  for  issuance  under  the 1998  Stock  Plan  from two  million
(2,000,000)  shares  to  three  million   (3,000,000)   shares;   (iv)  FOR  the
ratification  of the  appointment of Goldstein Golub Kessler LLP, as independent
auditors for the fiscal year ending June 30, 2003;  and (v) in the discretion of
the persons named in the enclosed form of proxy,  on any other  proposals  which
may properly come before the Meeting or any adjournment or adjournments thereof.
Any Stockholder who has submitted a proxy may revoke it at any time before it is
voted,  by written  notice  addressed  to and  received by the  Secretary of the
Company, by submitting a duly executed proxy bearing a later date or by electing
to vote in person at the Meeting. The mere presence at the Meeting of the person
appointing a proxy does not, however, revoke the appointment.

     The presence,  in person or by proxy,  of holders of shares of Common Stock
having  a  majority  of the  votes  entitled  to be  cast at the  Meeting  shall
constitute a quorum.  The affirmative  vote by the holders of a plurality of the
shares of Common Stock  represented  at the Meeting is required for the election
of  Directors,  provided a quorum is  present  in person or by proxy.  If such a
quorum is  present,  all actions  proposed  herein,  other than the  election of
Directors,  may be taken upon the affirmative vote of Stockholders  possessing a
majority of the voting power represented at the Meeting.

     Abstentions  are included in the shares present at the Meeting for purposes
of  determining  whether a quorum is present,  and are counted as a vote against
for purposes of  determining  whether a proposal is approved.  Broker  non-votes
(when shares are represented at the Meeting by a proxy  specifically  conferring
only limited  authority  to vote on certain  matters and no authority to vote on
other  matters)  are  included  in the  determination  of the  number  of shares
represented  at the Meeting  for  purposes  of  determining  whether a quorum is
present but are not counted for purposes of  determining  whether a proposal has
been  approved in matters  where the proxy does not confer the authority to vote
on such proposal, and thus have no effect on its outcome.

     On or about  November 8,  2002,  this Proxy  Statement,  together  with the
related proxy card, is being mailed to the Stockholders of the Company of record
as of October 21, 2002. The Annual Report to Stockholders of the Company for the
fiscal year ended June 30, 2002 ("Fiscal 2002"),  including financial statements
(the "Annual Report"), is being mailed together with this Proxy Statement to all
Stockholders  of record as of October 21,  2002.  In  addition,  the Company has
provided brokers,  dealers,  banks,  voting trustees and their nominees,  at the
Company's  expense,  with  additional  copies of the Annual  Report so that such
record  holders could supply such  materials to beneficial  owners as of October
21, 2002.



                              ELECTION OF DIRECTORS


     At the Meeting,  seven (7) Directors are to be elected  (which number shall
constitute  the entire  Board of  Directors of the Company) to hold office until
the next Annual Meeting of Stockholders  and until their  successors  shall have
been duly elected and qualified.

     Unless otherwise specified in the proxy, it is the intention of the persons
named in the enclosed  form of proxy to vote the stock  represented  thereby for
the  election as  Directors,  each of the nominees  whose names and  biographies
appear below.  All of the nominees whose names and biographies  appear below are
at present  Directors  of the Company.  In the event any of the nominees  should
become  unavailable or unable to serve as a Director,  it is intended that votes
will be cast for a substitute nominee designated by the Board of Directors.  The
Board of  Directors  has no reason to believe  that the  nominees  named will be
unable to serve if elected.  Each  nominee has  consented to being named in this
Proxy Statement and to serve if elected.

     The  following  are the nominees for election to the Board of Directors and
all are current members of the Board of Directors:

                                    SERVED AS A           POSITION WITH
     NAME                  AGE     DIRECTOR SINCE          THE COMPANY
     ----                  ---     --------------         -------------
Ruedi Stalder               61          1999         Chairman of the Board and
                                                     Director

Bruce C. Galton             50          2001         President, Chief Executive
                                                     Officer and Director

John E. Thompson, Ph.D.     61          2001         Executive Vice President
                                                     of Research and Development
                                                     and Director

Christopher Forbes          51          1999         Director

Thomas C. Quick             47          1999         Director

David Rector                55          2002         Director

Philip B. Livingston        45          2002         Director

     The principal  occupations and business  experience,  for at least the past
five (5) years, of each Director and nominee is as follows:

     RUEDI  STALDER has been a Director of the Company  since  February 1999 and
was appointed as Chairman and Chief Executive  Officer of the Company on January
10,  2000.  On October 4, 2001,  Mr.  Stalder  resigned as the  Company's  Chief
Executive  Officer.  Mr.  Stalder is a former member of the Executive  Boards of
Credit  Suisse Group and Credit  Suisse First Boston and former Chief  Executive
Officer of the Americas  Region of Credit Suisse  Private  Banking.  Mr. Stalder
joined  Credit  Suisse  in 1980 as a  founding  member  and  Deputy  Head of the
Multinational  Services Group. In 1986, he became  Executive Vice President.  He
was named to Credit Suisse's Executive Board in 1989. In 1990, he became Head of
the Commercial  Banking Division and a Member of the Executive  Committee.  From
1991 to 1995,  Mr.  Stalder  was  Chief  Financial  Officer  and a Member of the
Executive  Boards of Credit  Suisse  Group and Credit  Suisse First  Boston.  He
became head of Credit Suisse Private Banking in 1995 and retired in 1998.  Prior
to  moving  to the  United  States,  Mr.  Stalder  was a member  of the Board of
Directors for several Swiss  subsidiaries of major  corporations  including AEG,
Bayer, BTR, Hoechst,  Saint Gobain, Solvay and Sony. He is a fellow of the World
Economic Forum. He was a member of the Leadership  Committee of the Consolidated
Corporate Fund of Lincoln Center for the Performing  Arts, Board of The American
Ballet Theatre and a Trustee of Carnegie Hall. Mr. Stalder received a diploma in
advanced  finance  management  at  the  International   Management   Development
Institute in Lausanne,  Switzerland  in 1976.  He  completed  the  International
Senior Managers Program at Harvard University in 1985.


                                       2


     BRUCE C. GALTON has been a Director of the Company since  November 2001 and
was appointed President and Chief Executive Officer of the Company on October 4,
2001.  From April 2000 until June 2001,  when it was  acquired by  Transgenomic,
Inc.,  Mr. Galton was President  and Chief  Operating  Officer and a director of
Annovis,  Inc., a  manufacturer  of specialty  chemicals for DNA synthesis  with
operations in Pennsylvania and Glasgow, United Kingdom. From January 1985 to May
1999,   Mr.  Galton  held  various  senior   management   positions  at  Cistron
Biotechnology,  Inc.,  including President and Chief Operating Officer from 1988
to 1997 and Chairman  and Chief  Executive  Officer  from 1997 to 1999.  Cistron
Biotechnology,  Inc.  was engaged in the  research  and  development  of certain
cytokines,  which act as key immune  regulators.  Mr.  Galton is a member of the
Borough of Madison,  New Jersey  Downtown  Development  Commission  and a former
trustee of the Museum of Early Trades and Crafts.  Mr. Galton had also served as
a Councilman  from 1996 through  1998 and a member of Madison's  Planning  Board
from 1994 through 1998.  Mr.  Galton  received a Bachelor of Science in Commerce
with a major in accounting from the University of Virginia in 1974 and an M.B.A.
in finance from Fairleigh Dickinson University in 1977.

     JOHN E.  THOMPSON,  PH.D.  has been a Director of the Company since October
2001.  Dr.  Thompson was appointed the Company's  President and Chief  Executive
Officer in January 1999, and he continued in that capacity until  September 1999
when he was appointed Executive Vice President of Research and Development.  Dr.
Thompson  is the  inventor  of the  technology  that is being  developed  by the
Company. Since July 2001, he has been the Associate Vice President, Research and
from July  1990 to June 2001 he was the Dean of  Science  at the  University  of
Waterloo in Waterloo,  Ontario, Canada. Dr. Thompson has a Ph.D. in Biology from
the University of Alberta,  Edmonton, and he is a Fellow of the Royal Society of
Canada. Dr. Thompson is also the recipient of a Lady Davis Visiting  Fellowship,
the Sigma Xi Award  for  Excellence  in  Research,  the CSPP Gold  Medal and the
Technion Visiting Fellowship.

     CHRISTOPHER  FORBES has been a Director of the Company  since January 1999.
Since 1989, Mr. Forbes has been Vice Chairman of Forbes,  Inc.,  which publishes
Forbes Magazine, a leading business  publication.  He is responsible for Forbes'
advertising  and  promotion  departments.  From  1981 to 1989,  Mr.  Forbes  was
Corporate  Secretary  at Forbes.  Prior to 1981,  he held the  position  of Vice
President  and  Associate  Publisher.  Mr. Forbes has been a director of Forbes,
Inc.  since  1977.  Mr.  Forbes  sits on the  Boards of The New York  Historical
Society,  The Newark Museum,  The Business  Committee for the Arts, The Brooklyn
Museum, The Friends of New Jersey State Museum, The New York Academy of Art, The
Victorian Society in America,  The Princess Margarita  Foundation and the Prince
Wales Foundation.  He is also a member of the Board of Advisors of The Princeton
University Art Museum,  a National  Trustee of the Baltimore  Museum of Art, and
serves on the Advisory  Committee of the Department of European  Decorative Arts
of the Museum of Fine Arts in Boston.  In 1987, he was appointed to the Board of
Regents of the Cathedral of St. John the Divine in New York City.  Mr. Forbes is
also  a  member  of  the  Board  of  Directors  of  Raffles  Holdings,  Ltd.,  a
publicly-held  company.  Mr.  Forbes  received a Bachelor  of Arts degree in Art
History from Princeton  University in 1972. In 1986, he was awarded the honorary
degree of Doctor of Humane Letters by New Hampshire  College.  Mr. Forbes is the
father-in-law  of Phillip O. Escaravage,  a former executive  officer and former
Director of the Company who resigned as an executive officer in January 2000 and
as a Director in October 2001.

     THOMAS C. QUICK has been a Director of the  Company  since  February  1999.
From 1996  until he was  appointed  Vice  Chairman  in 2001,  Mr.  Quick was the
President  and Chief  Operating  Officer and a director of Quick &  Reilly/Fleet
Securities,  Inc.,  successor  to The  Quick &  Reilly  Group,  Inc.  ("Quick  &
Reilly"),  a holding company for four (4) major financial  services  businesses.
From 1985 to 1996,  he was  President of Quick & Reilly,  Inc., a Quick & Reilly
subsidiary and a national discount brokerage firm. Mr. Quick serves as a trustee
for the  Securities  Industry  Foundation for Economic  Education.  He is also a
member of the Board of  Directors  of Best  Buddies and a member of the Board of
Trustees,  the Investment Advisory Board and the Endowment Committee for the St.
Jude  Children's  Hospital.  He is a  trustee  and  treasurer  of  the  National
Corporate Theater Fund, the United World Colleges and the Alcoholism  Council of
New York, and a Trustee of Fairfield University, Cold Spring Harbor Laboratories
and the  Inter-City  Scholarship  Foundation  of New York City.  Mr.  Quick is a
graduate of Fairfield University.

     DAVID RECTOR has been a Director of the Company since  February  2002.  Mr.
Rector  also  serves as a director  of  Fullcom  Technologies,  Inc.  and Return
Assured, Inc. Since 1985, Mr. Rector has been the Principal of The David Stephen
Group, which provides enterprise  consulting services to emerging and developing
companies in a variety of industries. From 1983 until 1985, Mr. Rector served as
President and General  Manager of Sunset Designs,  Inc.  ("Sunset  Designs"),  a
domestic and  international  manufacturer and marketer of consumer product craft
kits,  and a  wholly-owned  subsidiary of Reckitt & Coleman N.A. From 1980 until
1983,  Mr.  Rector served as the Director of Marketing of Sunset  Designs.  From
1971 until 1980,  Mr. Rector served in  progressive  roles in both the


                                       3


financial and product marketing departments of Crown Zellerbach  Corporation,  a
multi-billion dollar pulp and paper industry corporation.  Mr. Rector received a
Bachelor of Science degree in  business/finance  from Murray State University in
1969.

     PHILIP B. LIVINGSTON has been a Director of the Company since October 2002.
Mr. Livingston is the director and audit committee chairman of Intrado, Inc. Mr.
Livingston  is President  and Chief  Executive  Officer of Financial  Executives
International and has served in that capacity since 1999. From 1995 to 1998, Mr.
Livingston  was Senior Vice  President and Chief  Financial  Officer of Catalina
Marketing Corporation.  From 1993 to 1995, Mr. Livingston was Vice President and
Chief Financial Officer of Celestial Seasonings, Inc. Mr. Livingston is a member
of the  AICPA.  He is also a member of the  advisory  council  to the  Financial
Accounting Standards Board and the International Accounting Standards Board. Mr.
Livingston  received a Bachelor of Arts and Bachelor of Science  degree from the
University  of Maryland in 1979 and a Master of Business  Administration  degree
from the University of California, Berkeley in 1983.


     THE BOARD OF DIRECTORS  RECOMMENDS THAT  STOCKHOLDERS  VOTE FOR EACH OF THE
NOMINEES FOR THE BOARD OF DIRECTORS.


                                       4




COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS

     The  Board of  Directors  currently  consists  of Ruedi  Stalder,  Bruce C.
Galton,  John E. Thompson,  Ph.D.,  Christopher  Forbes,  Thomas C. Quick, David
Rector and Philip B. Livingston.

     The Board of Directors  held two (2) meetings in Fiscal 2002.  In addition,
the Board of Directors  often acted by unanimous  written  consent during Fiscal
2002.  Throughout this period, each member of the Board of Directors attended or
participated  in at least  75% of the  aggregate  of:  (i) the  total  number of
meetings of the Board of Directors (held during the period for which such person
has  been a  Director);  and (ii)  the  total  number  of  meetings  held by all
committees of the Board of Directors on which each such Director  served (during
the periods such Director  served).  The Board of Directors has two (2) standing
committees: the Compensation Committee and the Audit Committee.

     Compensation Committee.  The Compensation Committee was established in July
     ----------------------
1999. The Compensation  Committee makes recommendations  concerning salaries and
incentive  compensation  for  management  and  employees of the Company.  During
Fiscal 2002, the Compensation Committee had been, and is currently, comprised of
Christopher Forbes and Thomas C. Quick. In addition, Ruedi Stalder was appointed
to the Compensation  Committee in November 2001. The Compensation Committee held
one (1) meeting during Fiscal 2002.

     Audit  Committee.  The Audit  Committee was  established  in July 1999. The
     ----------------
primary  responsibilities  of the Audit  Committee  include:  (i) evaluating and
recommending  to  the  Board  of  Directors  the  engagement  of  the  Company's
independent auditors; (ii) reviewing and reporting on the results of their audit
findings;  (iii)  reviewing  the  Company's  periodic  reports  filed  with  the
Securities and Exchange Commission;  and (iv) monitoring on a periodic basis the
internal  controls of the Company.  During Fiscal 2002, the Audit  Committee had
been, and is currently,  comprised of Christopher Forbes and Thomas C. Quick. In
addition,  David Rector was appointed to the Audit  Committee in February  2002.
The Audit Committee held one (1) meeting during Fiscal 2002.

     Certain  Directors of the Company had provided the Company with  short-term
loans during Fiscal 2002. See "Certain  Relationships and Related Transactions."
Although  Mr.  Quick had  provided  the  Company  with  short-term  loans in the
aggregate  principal amount of $175,000 and such loans have since been converted
into Common  Stock of the  Company,  the Company  believes  that Mr. Quick is an
independent member of the Board of Directors as defined in Section 121(A) of the
American  Stock  Exchange   Listing   Standards,   Policies  and   Requirements.
Accordingly,  Messrs. Quick and Rector are considered  independent  directors of
the Company  because neither of them is an officer or employee of the Company or
its  subsidiary,  or have  received  any  compensation  from the  Company or its
subsidiary,  other than  compensation  for board service,  nor do either of them
have a relationship  which,  in the opinion of the Company's Board of Directors,
would  interfere with the exercise of  independent  judgment in carrying out the
responsibilities  of a Director.  Mr. Forbes is not an  independent  director as
defined in Section  121(A) of the American  Stock  Exchange  Listing  Standards,
Policies and Requirements  because he is the father-in-law of Mr. Escaravage,  a
former  Director and former  executive  officer of the  Company.  The Company is
currently  traded  on the  American  Stock  Exchange,  which  requires  an Audit
Committee with a majority of independent directors.



                                       5


REPORT OF THE AUDIT COMMITTEE

     The Audit Committee has furnished the following report:

September 13, 2002

To the Board of Directors of Senesco Technologies, Inc.:

     The Audit Committee reviewed the Company's audited financial statements for
the fiscal year ended June 30,  2002.  The Audit  Committee  also  reviewed  and
discussed the audited financial statements and the matters required by Statement
on Auditing  Standards 61  (Communication  with Audit Committees) with Goldstein
Golub Kessler LLP, the Company's independent auditors.

     The Company's  independent  auditors also provided the Audit Committee with
the written disclosures and the letter required by Independence  Standards Board
Standard No.1 (Independence Discussions with Audit Committees). In addition, the
Audit Committee discussed with the independent  auditors their independence from
the Company.

     Based on its discussions with management and the independent auditors,  and
its review of the representations and information provided by management and the
independent auditors,  the Audit Committee recommended to the Company's Board of
Directors  that the audited  financial  statements  be included in the Company's
Annual Report on Form 10-KSB for the year ended June 30, 2002.

                                      By the Audit Committee of the Board of
                                      Directors of Senesco Technologies, Inc.


                                      Christopher Forbes
                                      Thomas C. Quick
                                      David Rector



                                       6


COMPENSATION OF DIRECTORS

     In  accordance  with a  resolution  unanimously  approved  by the  Board of
Directors on October 4, 2001, the Company granted to each of Christopher Forbes,
Thomas C. Quick and Ruedi Stalder,  effective as of December 1, 2001, options to
purchase  forty  thousand  (40,000)  shares of the  Company's  Common Stock (the
"Options"),  pursuant  to and  in  accordance  with  the  1998  Stock  Plan,  as
consideration  for their service on the Board of Directors through June 30, 2001
("Fiscal 2001").  Options granted to Messrs.  Forbes,  Quick and Stalder have an
exercise  price equal to the fair market value of the Company's  Common Stock on
the date of grant, or $2.05 per share and have a term of ten (10) years. Options
granted to all of the Directors are  exercisable as follows:  (i) one-half (1/2)
of the Options were exercisable as of the date of grant; and (ii) one-half (1/2)
of the Options shall become  exercisable as of December 1, 2002. No Director has
received  cash  compensation  for his  services on the Board of  Directors.  The
Company  provides  reimbursement  to  Directors  for  reasonable  and  necessary
expenses  incurred in  connection  with  attendance  at meetings of the Board of
Directors and other Company business.

     Mr. Stalder has received  compensation for providing management services to
the Company. Dr. Thompson has also received  compensation for providing research
and development management services to the Company. See "Executive Compensation"
which sets forth the details of the compensation for each of Mr. Stalder and Dr.
Thompson.

                               EXECUTIVE OFFICERS

     The  following  table  identifies  the  current  executive  officers of the
Company:



                                               CAPACITIES IN                             IN CURRENT
NAME                                    AGE    WHICH SERVED                              POSITION SINCE
----                                    ---    -------------                             --------------
                                                                                

Bruce C. Galton (1)................     50     President and Chief Executive Officer     October 2001

John E. Thompson, Ph.D.............     61     Executive Vice President of Research      October 1999
                                               and Development

Sascha P. Fedyszyn (2).............     27     Vice President of Corporate               January 1999
                                               Development and Secretary

Joel P. Brooks (3).................     43     Chief Financial Officer and Treasurer     December 2000



-----------

(1) On October 4, 2001, upon the  resignations of Ruedi Stalder as the Company's
Chief  Executive  Officer and Steven Katz as the  Company's  President and Chief
Operating  Officer,  Mr.  Galton was duly  appointed by the  Company's  Board of
Directors as the President and Chief Executive Officer of the Company.

(2) Mr.  Fedyszyn  was  appointed  the  Company's  Vice  President  of Corporate
Development  in  January  1999 and was  appointed  Secretary  of the  Company in
January  2000.  Mr.  Fedyszyn has been the Vice  President of Senesco  since its
inception  in June  1998.  Mr.  Fedyszyn  was also a Research  Associate  at the
Logistics  Management  Institute from May 1995 to September  1995. Mr.  Fedyszyn
received a Bachelor of Arts degree in Biology from Princeton  University in June
1997.

(3) Mr.  Brooks was  appointed  Chief  Financial  Officer and  Treasurer  of the
Company in December  2000.  From  September 1998 until November 2000, Mr. Brooks
was the Chief  Financial  Officer  of  Blades  Board and  Skate,  LLC,  a retail
establishment  specializing in the action sports industry.  Mr. Brooks was Chief
Financial  Officer from 1997 until 1998 and  Controller  from 1994 until 1997 of
Cable and Company Worldwide, Inc. He also held the position of Controller at USA
Detergents,  Inc.  from 1992 until 1994,  and held various  positions at several
public accounting firms from 1983 through 1992. Mr. Brooks received his Bachelor
of Science degree in Commerce with a major in Accounting  from Rider  University
in February 1983.

     None of the Company's current  executive  officers are related to any other
executive officer or to any Director of the Company.  Executive  officers of the
Company are elected  annually  by the Board of  Directors  and serve until their
successors are duly elected and qualified.



                                       7


                             EXECUTIVE COMPENSATION

Summary of Compensation in Fiscal 2002, 2001 and 2000

     The following Summary Compensation Table sets forth information  concerning
compensation  during  Fiscal 2002,  Fiscal 2001 and the year ended June 30, 2000
("Fiscal 2000") for services in all capacities awarded to, earned by or paid to:
(i) each person who served as the Company's Chief Executive  Officer at any time
during Fiscal 2002; (ii) those executive  officers of the Company other than the
Chief  Executive  Officer who were serving as  executive  officers at the end of
Fiscal 2002; and (iii) those  individuals  for whom  disclosure  would have been
provided  but for the fact that the  individual  was not serving as an executive
officer  of the  Company  at the end of Fiscal  2002  (collectively,  the "Named
Executives").




                           SUMMARY COMPENSATION TABLE
------------------------------------------------------------------------------------------------
                                                                                     Long-Term
                                                                                    Compensation
                                                     Annual Compensation               Awards
------------------------------------------------------------------------------------------------
                                                                                     Securities
                                                                    Other Annual     Underlying
                                        Fiscal   Salary    Bonus    Compensation      Options
 Name and Principal Position             Year     ($)       ($)         ($)             (#)(1)
------------------------------------------------------------------------------------------------
                                                                       
Ruedi Stalder(2).....................    2002      --       --           --            65,000
  Chairman and former Chief
  Executive Officer                      2001      --       --           --           265,000

                                         2000      --       --           --            40,000
------------------------------------------------------------------------------------------------

Bruce C. Galton (3)..................    2002     99,590    --           --           430,000
  President and Chief
  Executive Officer                      2001      --       --           --              --

                                         2000      --       --           --              --
------------------------------------------------------------------------------------------------

John E. Thompson, Ph.D.(4)...........    2002      --       --         36,000            --
  Executive Vice President
  of Research and Development            2001      --       --         36,000          80,000

                                         2000      --       --         36,000          40,000
------------------------------------------------------------------------------------------------

Sascha P. Fedyszyn(5)................    2002     66,225    --           --            10,000
  Vice President of
  Corporate Development and              2001     68,059    --           --            45,000
  Secretary
                                         2000     55,000    --           --            30,000
------------------------------------------------------------------------------------------------

Joel P. Brooks(6)....................    2002    110,950    --           --            12,500
  Chief Financial Officer
  and Treasurer                          2001     67,765    --           --            40,000

                                         2000      --       --           --              --
------------------------------------------------------------------------------------------------

Steven Katz(7) ......................    2002      --       --        114,050          25,000
  Former President and Chief
  Operating Officer                      2001      --       --        277,225         115,000

                                         2000      --       --        238,995          40,000

------------------------------------------------------------------------------------------------



                                       8


-----------

(1) Unless otherwise noted, all options were granted at or above the fair market
value of the  Common  Stock on the date of grant,  as  defined in the 1998 Stock
Plan, and vest over time.

(2) Upon the  resignation  of Phillip O.  Escaravage as the Company's  Chairman,
President and Chief Executive  Officer on January 10, 2000, Mr. Stalder was duly
appointed  by the  Company's  Board  of  Directors  as the  Chairman  and  Chief
Executive  Officer of the Company.  On October 4, 2001, Mr. Stalder  resigned as
the Company's Chief Executive Officer.

     o    The Company had accrued a total of $131,250 for  services  provided by
          Mr.  Stalder as the Company's  Chief  Executive  Officer during Fiscal
          2002,  2001 and 2000. On December 1, 2001,  the Company  granted fully
          vested options to Mr. Stalder to purchase sixty-five thousand (65,000)
          shares of Common  Stock,  with an  exercise  price  equal to $2.05 per
          share  (options  were  granted in lieu of  receiving  $131,250 in cash
          compensation  for services  provided as the Company's  Chief Executive
          Officer  during the period from January 1, 2000 through  September 30,
          2001).

     o    For  services  provided in Fiscal  2001,  the  following  options were
          granted  to Mr.  Stalder:  (i)  options  to  purchase  forty  thousand
          (40,000) shares of Common Stock were granted on December 1, 2001, with
          an exercise price equal to $2.05 per share;  (ii) fully vested options
          to purchase seventy-five thousand (75,000) shares of Common Stock were
          granted on October 2, 2001,  with an exercise price equal to $1.50 per
          share,  which  represented  85% of the fair market value of the Common
          Stock on the date of grant;  and (iii) options to purchase one hundred
          fifty  thousand  (150,000)  shares of Common  Stock  were  granted  on
          November 1, 2001, with an exercise price equal to $4.00 per share.

     o    For  services  provided  in Fiscal  2000,  options to  purchase  forty
          thousand  (40,000)  shares of Common Stock were granted to Mr. Stalder
          on September 7, 1999, with an exercise price equal to $3.50 per share.

(3) Upon the  resignations  of Steven Katz as the Company's  President and Chief
Operating  Officer and Mr. Stalder as the Company's Chief  Executive  Officer on
October 4,  2001,  Mr.  Galton  was duly  appointed  by the  Company's  Board of
Directors as the President and Chief Executive Officer of the Company.

     o    For  services  provided in Fiscal  2002,  the  following  options were
          granted  to Mr.  Galton:  (i) fully  vested  options to  purchase  one
          hundred  thousand  (100,000)  shares of Common  Stock were  granted on
          October 5, 2001, with an exercise price equal to $2.10 per share;  and
          (ii) options to purchase three hundred  thousand  (300,000)  shares of
          Common Stock were granted on December 1, 2001,  with an exercise price
          equal to $2.05 per share.

     o    Options to purchase  thirty  thousand  (30,000) shares of Common Stock
          were granted to Mr. Galton on October 5, 2001,  with an exercise price
          equal to $2.10 per share,  in lieu of cash  compensation  for services
          provided  by Mr.  Galton  in  his  capacity  as  President  and  Chief
          Executive  Officer of the Company for the period from  October 4, 2001
          through December 31, 2001.

(4) Dr.  Thompson was duly appointed by the Company's  Board of Directors as the
Executive  Vice  President  of Research and  Development  in October  1999.  Dr.
Thompson was also elected to the Board of Directors on October 4, 2001.

     o    Dr. Thompson received $36,000 for consulting  services provided to the
          Company  in  each  of  Fiscal  2002,  Fiscal  2001  and  Fiscal  2000,
          respectively.

     o    For  services  provided in Fiscal  2001,  options to  purchase  eighty
          thousand  (80,000) shares of Common Stock were granted to Dr. Thompson
          on December 1, 2001, with an exercise price equal to $2.05 per share.

     o    For  services  provided  in Fiscal  2000,  options to  purchase  forty
          thousand  (40,000) shares of Common Stock were granted to Dr. Thompson
          on September 7, 1999, with an exercise price equal to $3.85 per share.


                                       9


(5) Mr. Fedyszyn was appointed Secretary of the Company in January 2000.

     o    For services provided in Fiscal 2002, options to purchase ten thousand
          (10,000)  shares of Common  Stock  were  granted  to Mr.  Fedyszyn  on
          October 9, 2002, with an exercise price equal to $1.65 per share.

     o    For  services  provided in Fiscal  2001,  the  following  options were
          granted to Mr. Fedyszyn: (i) options to purchase ten thousand (10,000)
          shares of Common  Stock were  granted  on  November  1, 2001,  with an
          exercise price equal to $2.15 per share;  and (ii) options to purchase
          thirty-five  thousand  (35,000) shares of Common Stock were granted on
          December 1, 2000, with an exercise price equal to $2.25 per share.

     o    For  services  provided in Fiscal  2000,  options to  purchase  thirty
          thousand  (30,000) shares of Common Stock were granted to Mr. Fedyszyn
          on September 7, 1999, with an exercise price equal to $3.50 per share.

(6) Mr.  Brooks was  appointed  Chief  Financial  Officer and  Treasurer  of the
Company in December 2000.

     o    For  services  provided in Fiscal  2002,  options to  purchase  twelve
          thousand five hundred  (12,500) shares of Common Stock were granted to
          Mr. Brooks on October 9, 2002,  with an exercise  price equal to $1.65
          per share.

     o    For  services  provided in Fiscal  2001,  the  following  options were
          granted to Mr. Brooks:  (i) options to purchase  twenty-five  thousand
          (25,000) shares of Common Stock were granted on December 1, 2000, with
          an  exercise  price  equal to $2.25 per  share;  and (ii)  options  to
          purchase fifteen thousand (15,000) shares of Common Stock were granted
          on November 1, 2001, with an exercise price equal to $2.15 per share.

(7) Upon the  resignation  of Phillip O.  Escaravage as the Company's  Chairman,
President  and Chief  Executive  Officer on January 10, 2000,  Mr. Katz was duly
appointed  by the  Company's  Board of  Directors  as the  President  and  Chief
Operating  Officer of the Company.  On October 4, 2001, Mr. Katz resigned as the
Company's  President  and Chief  Operating  Officer,  but  continued  to provide
management  services for the Company  through  December 31, 2001.  On October 4,
2001, the Board of Directors  amended all options granted to Mr. Katz to provide
that such options shall not expire until five (5) years after his termination of
services to the Company, or December 31, 2006.

     o    Mr. Katz  received  $114,050,  $277,225  and  $238,995  pursuant to an
          informal  arrangement with the Company to provide management  services
          for  the  Company  in  Fiscal  2002,  Fiscal  2001  and  Fiscal  2000,
          respectively.  Mr. Katz was  appointed as an executive  officer of the
          Company in January 2000. Payments he received for services before such
          date were not in the  capacity as an executive  officer,  but were for
          general consulting services.

     o    For services provided in Fiscal 2002, fully vested options to purchase
          twenty-five  thousand  (25,000)  shares of the Company's  Common Stock
          were granted to Mr. Katz on December 1, 2001,  with an exercise  price
          equal to $2.05 per share.

     o    For  services  provided in Fiscal  2001,  the  following  options were
          granted to Mr. Katz: (i) options to purchase  forty thousand  (40,000)
          shares of Common  Stock were  granted  on  December  1, 2001,  with an
          exercise price equal to $2.05 per share;  (ii) fully vested options to
          purchase  twenty-five  thousand  (25,000)  shares of Common Stock were
          granted on October 2, 2001,  with an exercise price equal to $1.50 per
          share,  which  represented  85% of the fair market value of the Common
          Stock on the date of  grant;  and  (iii)  options  to  purchase  fifty
          thousand  (50,000)  shares of Common Stock were granted on November 1,
          2001, with an exercise price equal to $4.00 per share.

     o    For  services  provided  in Fiscal  2000,  options to  purchase  forty
          thousand (40,000) shares of the Company's Common Stock were granted to
          Mr. Katz on September 7, 1999,  with an exercise  price equal to $3.50
          per share.


                                       10


Option Grants in Fiscal 2002

     The following table sets forth information  concerning individual grants of
stock options made pursuant to the 1998 Stock Plan during Fiscal 2002 to each of
the Named  Executives.  The  Company has never  granted  any stock  appreciation
rights.




                        OPTION GRANTS IN LAST FISCAL YEAR

-------------------------------------------------------------------------------------------------

                                Individual Grants
-------------------------------------------------------------------------------------------------
                                 Number of
                                Securities     Percent of
                                Underlying    Total Options
                                 Options       Granted in      Exercise or
           Name                  Granted       Fiscal Year      Base Price     Expiration Date
                                 (#)(1)          (%)(1)           ($/Sh)
                                                                   

--------------------------------------------- ---------------- --------------- ------------------
Ruedi Stalder..................  75,000(2)         6.4             1.50        October 2, 2011
                                150,000(3)        12.7             4.00        November 1, 2011
                                 40,000(4)         3.4             2.05        December 1, 2011
                                 65,000(5)         5.5             2.05        December 1, 2011

Bruce C. Galton................ 130,000(6)        11.0             2.10        October 4, 2011
                                300,000(7)        25.4             2.05        December 1, 2011

John E. Thompson, Ph.D.........  80,000(8)         6.8             2.05        December 1, 2011

Sascha P. Fedyszyn.............  10,000(9)         0.8             2.15        November 1, 2011

Joel P. Brooks.................  15,000(9)         1.3             2.15        November 1, 2011

Steven Katz....................  40,000(10)        3.4             2.05        December 31, 2006
                                 25,000(11)        2.1             1.50        December 31, 2006
                                 50,000(12)        4.2             4.00        December 31, 2006
                                 25,000(13)        2.1             2.05        December 31, 2006
--------------------------------------------- ---------------- --------------- ------------------


                                       11


-----------

(1)  An  aggregate  of  1,181,000  options  were  granted  pursuant  to  and  in
     accordance  with the Company's 1998 Stock Plan during Fiscal 2002.  Options
     are not assignable or otherwise  transferable except by will or the laws of
     descent and distribution.

(2)  Options  were  granted  on  October  2,  2001,  with  all of  such  options
     exercisable as of the date of grant.

(3)  Options  were  granted on November 1, 2001,  with  one-third  (1/3) of such
     options being exercisable as of the date of grant,  one-third (1/3) of such
     options  being  exercisable  as of January 15, 2002,  and one-third of such
     options shall become exercisable on January 15, 2003.

(4)  Options  were  granted on December  1, 2001,  with  one-half  (1/2) of such
     options  being  exercisable  as of the date of grant and one-half  (1/2) of
     such options shall become exercisable on December 1, 2002.

(5)  Options  were granted on December 1, 2001,  with all of such options  being
     exercisable as of the date of grant.

(6)  Options  were  granted  on  October  5,  2001,  with one  hundred  thousand
     (100,000) of such options being  exercisable  as of the date of grant,  ten
     thousand (10,000) of such options being exercisable as of October 31, 2001,
     ten thousand  (10,000) of such options being exercisable as of November 30,
     2001,  and ten thousand  (10,000) of such options being  exercisable  as of
     December 31, 2001.

(7)  Options were granted on December 1, 2001,  one-third  (1/3) of such options
     shall become  exercisable as of December 1, 2002,  one-third  (1/3) of such
     options  shall become  exercisable  as of December 1, 2003,  and  one-third
     (1/3) of such options shall become exercisable as of December 1, 2004.

(8)  Options  were  granted on December 1, 2001,  with  one-third  (1/3) of such
     options being exercisable as of the date of grant,  one-third (1/3) of such
     options shall become  exercisable on December 1, 2002, and one-third  (1/3)
     of such options shall become exercisable on December 1, 2003.

(9)  Options  were  granted on November 1, 2001,  with  one-third  (1/3) of such
     options being exercisable as of the date of grant,  one-third (1/3) of such
     options being  exercisable on November 1, 2002, and one-third (1/3) of such
     options shall become exercisable on November 1, 2003.

(10) Options  were  granted on December  1, 2001,  with  one-half  (1/2) of such
     options  being  exercisable  as of the date of grant and one-half  (1/2) of
     such options shall become exercisable on December 1, 2002.

(11) Options  were granted on October 2, 2001,  with all of such  options  being
     exercisable as of the date of grant.

(12) Options  were  granted on November 1, 2001,  with  one-third  (1/3) of such
     options being exercisable as of the date of grant,  one-third (1/3) of such
     options being  exercisable as of January 15, 2002,  and one-third  (1/3) of
     such options shall become exercisable as of January 15, 2003.

(13) Options  were granted on December 1, 2001,  with all of such options  being
     exercisable as of the date of grant.


                                       12


Aggregated Option Exercises in Fiscal 2002 and Fiscal Year-End Option Values

     The  following  table sets forth  information  concerning  each exercise of
options  during  Fiscal  2002 by each of the  Named  Executives  and the  fiscal
year-end value of unexercised in-the-money options.




                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                        AND FISCAL YEAR-END OPTION VALUES

------------------------------------------------------------------------------------------------
                                                                 Number of           Value of
                                                                Securities         Unexercised
                                                                Underlying         In-the-Money
                                                               Unexercised         Options at
                                                                Options at            Fiscal
                                  Shares                      Fiscal Year-End        Year-End
                                Acquired on       Value             (#)               ($)(1)
                                 Exercise       Realized        Exercisable/        Exercisable/
                Name               (#)             ($)         Unexercisable      Unexercisable

-------------------------------------------------------------------------------- ---------------
                                                                       
Ruedi Stalder..............         --             --         300,000 / 70,000     37,500 / 0

Bruce C. Galton............         --             --        130,000 / 300,000         0 / 0

John E. Thompson, Ph.D.....         --             --         66,667 / 53,333          0 / 0

Sascha P. Fedyszyn.........         --             --          68,333 / 6,667          0 / 0

Joel P. Brooks.............         --             --         21,666 / 18,334          0 / 0

Steven Katz................         --             --           180,000 / 0        12,500 / 0
-------------------------------------------------------------------------------- ---------------


-----------

(1)  Based on a fiscal  year-end fair market value of the underlying  securities
     equal to $2.00 per share.


                                       13


Equity Compensation in Fiscal 2002


     The following table provides  information  about the securities  authorized
for issuance under the Company's equity compensation plans as of June 30, 2002.




                      EQUITY COMPENSATION PLAN INFORMATION

------------------------------------------------------------------------------------------------

                           Number of securities                             Number of securities
                            to be issued upon        Weighted-average        remaining available
                               exercise of          exercise price of       for future issuance
                           outstanding options,    outstanding options,         under equity
                           warrants and rights     warrants and rights       compensation plans
------------------------------------------------------------------------------------------------
                                                                         
Equity compensation
plans approved by
security holders               1,616,000(1)               $2.63                   384,000(2)
------------------------------------------------------------------------------------------------
Equity compensation
plans not approved
by security holders                --                       --                       --
------------------------------------------------------------------------------------------------
              Total            1,616,000                  $2.63                   384,000
-------------------------- ---------------------------------------------------------------------


---------------------
(1) Issued pursuant to the Company's 1998 Stock Plan.

(2)  Available  for future  issuance  pursuant to the 1998 Stock Plan.  Does not
include the additional one million (1,000,000) shares that would be available if
the  proposal to increase the number of shares  reserved for issuance  under the
1998 Stock Plan is approved at the Meeting.


EMPLOYMENT   CONTRACTS,   TERMINATION  OF  EMPLOYMENT,   AND   CHANGE-IN-CONTROL
ARRANGEMENTS

     On October 4, 2001,  the Company hired Bruce C. Galton as its new President
and Chief Executive Officer. In conjunction with Mr. Galton's  appointment,  the
Company  entered  into  a  three-year  employment  agreement  with  Mr.  Galton,
effective  October  4,  2001.  The  agreement  shall   automatically  renew  for
successive  one-year terms  thereafter,  unless written notice of termination is
provided  at  least  120  days  prior  to the end of the  applicable  term.  The
agreement  provides  Mr.  Galton with an annual  base  salary of  $200,000  plus
certain  benefits,   including  potential  bonuses,   equity  awards  and  other
perquisites as determined by the Board of Directors. The agreement also provides
that Mr.  Galton is  entitled to a lump sum payment of 1.5 times his base annual
salary if his  employment  with the Company is terminated  without cause or with
good reason (as defined within the agreement).  If Mr. Galton's  employment with
the Company is terminated pursuant to a change in control (as defined within the
agreement), he is entitled to receive the difference between the monies actually
received upon termination and 1.5 times his annual base salary.

     On January 21, 1999, Sascha P. Fedyszyn entered into an employment contract
with Senesco for a term of two (2) years,  whereby the Company agreed to pay Mr.
Fedyszyn a base salary of $36,000 per annum.  On July 20,  1999,  the  Company's
Board of Directors approved an increase in Mr. Fedyszyn's base salary to $55,000
and on December 1, 2000,  the  Company's  Board of  Directors  approved  another
increase in Mr. Fedyszyn's base salary, retroactive to May 14, 2000, to $66,000.
Mr. Fedyszyn's employment contract  automatically renews for additional one-year
periods, unless terminated by either party before September in the year prior to
expiration.  The  term of Mr.  Fedyszyn's  employment  contract  currently  runs
through  January 21, 2004.  The contract also provides for bonus payments at the
sole  discretion of the Board of Directors,  four (4) weeks paid vacation,  life
and health  insurance,  employee benefits on the same basis as made available to
senior executives, and, under certain circumstances,  a lump sum payment of 2.99
times his annual  base salary if there is a change in control (as defined in his
employment agreement).


                                       14


SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the  Securities  and Exchange Act of 1934, as amended (the
"Exchange Act"),  requires a company's directors,  officers and stockholders who
beneficially own more than 10% of any class of equity  securities of the company
registered  pursuant  to  Section  12 of the  Exchange  Act  (collectively,  the
"Reporting  Persons")  to file initial  statements  of  beneficial  ownership of
securities and statements of changes in beneficial  ownership of securities with
respect to the company's  equity  securities  with the  Securities  and Exchange
Commission (the "SEC").  All Reporting Persons are required by SEC regulation to
furnish the Company with copies of all reports that such Reporting  Persons file
with the SEC pursuant to Section 16(a).

     Based solely on the Company's  review of the copies of such forms  received
by the Company  and upon  written  representations  of the  Company's  Reporting
Persons  received  by the  Company,  the  Company  believes  that there has been
compliance  with  all  Section  16(a)  filing  requirements  applicable  to such
Reporting Persons.


                                       15


         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The Company's  Common Stock is the only class of stock  entitled to vote at
the Meeting.  Only Stockholders of record as of the close of business on October
21, 2002 (the "Record  Date") are  entitled to receive  notice of and to vote at
the Meeting.  As of the Record  Date,  there were  approximately  299 holders of
record of the Company's Common Stock, and the Company had outstanding 11,880,045
shares of its Common  Stock and each  outstanding  share is  entitled to one (1)
vote at the Meeting. The following table sets forth certain  information,  as of
the Record Date,  with respect to holdings of the Company's  Common Stock by (i)
each person known by the Company to be the  beneficial  owner of more than 5% of
the total number of shares of Common  Stock  outstanding  as of such date;  (ii)
each  of the  Company's  Directors  (which  includes  all  nominees)  and  Named
Executives; and (iii) all Directors and current executive officers as a group.



                                                                Amount and Nature of          Percent
Name and Address of Beneficial Owner(1)                        Beneficial Ownership(2)      of Class(3)
---------------------------------------                        -----------------------      -----------
                                                                                         
(i)  Certain Beneficial Owners:

Stanford Venture Capital Holdings, Inc.
201 S. Biscayne Blvd.
Miami, FL 33131........................................             2,464,287(4)               19.5

Seneca Capital LP
527 Madison Avenue
New York, NY 10022.....................................             1,607,143(5)               12.7

Phillip O. Escaravage..................................               816,352(6)                6.8

Moises Bucay Bissu.....................................               690,000(7)                5.7

(ii) Directors  (which  includes  all  nominees), Named
     Executives  and  Chief Executive Officer:

Ruedi Stalder..........................................               386,667(8)                3.2

Bruce C. Galton........................................               230,000(9)                1.9

John E. Thompson, Ph.D.................................               665,334(10)               5.6

Christopher Forbes.....................................               806,029(11)               6.6

Thomas C. Quick........................................               308,787(12)               2.6

David Rector ..........................................                   --                     *

Philip B. Livingston ..................................                 5,000(13)                *

Sascha P. Fedyszyn ....................................               109,027(14)                *

Joel P. Brooks.........................................                35,000(15)                *

Steven Katz............................................               218,040(16)               1.8

(iii)All   Directors   and   current   executive
     officers as a group (9 persons)...................             2,545,844(17)              19.5



-----------

*    Less than 1%

     (1) Unless  otherwise  provided,  all  addresses  should be care of Senesco
     Technologies, Inc., 303 George Street, Suite 420, New Brunswick, New Jersey
     08901.

     (2) Except as otherwise  indicated,  all shares are beneficially  owned and
     sole investment and voting power is held by the persons named.

     (3)  Applicable  percentage of ownership is based on  11,880,045  shares of
     Common  Stock  outstanding  as of the Record  Date,  plus any Common  Stock
     equivalents and options or warrants held by such holder which are presently
     or will become exercisable within sixty (60) days after the Record Date.


                                       16


     (4) Includes  750,000  shares  issuable  pursuant to presently  exercisable
     warrants.

     (5) Includes  750,000  shares  issuable  pursuant to presently  exercisable
     warrants.

     (6) Includes  80,000  shares  issuable  pursuant to  presently  exercisable
     options or options  which will become  exercisable  within  sixty (60) days
     after  the  Record  Date and which are  directly  owned by Mr.  Escaravage.
     Includes  736,352  shares held by The Umbrella  Project,  LLC, of which Mr.
     Escaravage is the sole member, and therefore, he is the indirect beneficial
     owner of such shares.

     (7) Includes  210,000  shares  issuable  pursuant to presently  exercisable
     warrants.

     (8) Includes  320,000  shares  issuable  pursuant to presently  exercisable
     options or options  which will become  exercisable  within  sixty (60) days
     after the Record Date.  Excludes  50,000  shares  underlying  options which
     become  exercisable  over time more than  sixty  (60) days after the Record
     Date.

     (9) Represents  230,000 shares issuable  pursuant to presently  exercisable
     options or options  which will become  exercisable  within  sixty (60) days
     after the Record Date.  Excludes  200,000 shares  underlying  options which
     become  exercisable  over time more than  sixty  (60) days after the Record
     Date.

     (10) Includes  93,334  shares  issuable  pursuant to presently  exercisable
     options or options  which will become  exercisable  within  sixty (60) days
     after the Record Date.  Excludes  26,666  shares  underlying  options which
     become  exercisable  over time more than  sixty  (60) days after the Record
     Date.

     (11) Includes  258,106 shares  issuable  pursuant to presently  exercisable
     warrants and options or options which will become  exercisable within sixty
     (60) days after the Record Date.

     (12) Includes  169,053 shares  issuable  pursuant to presently  exercisable
     warrants and options or options which will become  exercisable within sixty
     (60) days after the Record Date.

     (13) Represents 5,000 shares of Common Stock.

     (14) Includes  71,667  shares  issuable  pursuant to presently  exercisable
     options or options  which will become  exercisable  within  sixty (60) days
     after the Record Date.  Excludes  13,333  shares  underlying  options which
     become  exercisable  over time more than  sixty  (60) days after the Record
     Date.

     (15) Represents  35,000 shares issuable  pursuant to presently  exercisable
     options or options  which will become  exercisable  within  sixty (60) days
     after the Record Date.  Excludes  17,500  shares  underlying  options which
     become  exercisable  over time more than  sixty  (60) days after the Record
     Date.

     (16) Includes  180,000 shares  issuable  pursuant to presently  exercisable
     options or options  which will become  exercisable  within  sixty (60) days
     after the Record Date.  Excludes  33,333  shares  underlying  options which
     become  exercisable  over time more than  sixty  (60) days after the Record
     Date.

     (17) See Notes 8 through 15.


                                       17


                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


     Real Estate and Service Agreements

     In January 1999, the Company entered into an arrangement to sublease office
space  from The  Umbrella  Project,  LLC,  a company  controlled  by  Phillip O.
Escaravage,  who at the time of executing  the  agreement  was a Director of the
Company and a beneficial  owner of more than 5% of the  Company's  Common Stock.
The sublease was for a monthly rental of approximately $5,500 and was terminated
on May 31, 2001.  The Company  believes  that this  arrangement  was on terms at
least as favorable as the Company would have  received  from a third party.  Mr.
Escaravage  is  currently  the  beneficial  owner of  approximately  6.8% of the
Company's Common Stock.

     Christopher  Forbes, a Director of the Company, is Vice Chairman of Forbes,
Inc.,  which  publishes  Forbes  Magazine.  Forbes,  Inc.  has provided and will
continue to provide the Company  with  advertising,  introductions  to strategic
alliance partners and, from time to time, use of its office space, entertainment
facilities  and various other support  services.  In  recognition  of these past
services and services to be provided in the future, on each of September 9, 1999
and November 1, 2001, the Company granted to Forbes,  Inc., warrants to purchase
80,000 shares of the Company's  Common Stock,  at an exercise price of $3.50 and
$2.15 per share, respectively,  which was the fair market value of the Company's
Common  Stock on the dates of grant.  The warrant  granted on September 9, 1999,
has become  fully  exercisable  and the  warrant  granted on November 1, 2001 is
exercisable  as follows:  one-third  (1/3) became  exercisable as of the date of
grant and one-third  (1/3) shall become  exercisable as of each of the first and
second  anniversaries of the date of grant. On the dates of grants, the value of
these services was approximately $205,000 and $170,000, respectively.

     Research and Development and Consulting Agreements

     Effective September 1, 1998, the Company entered into a three-year research
and development  agreement,  which was then extended for one year through August
31,  2002,  with John E.  Thompson,  Ph.D.  and the  University  of  Waterloo in
Waterloo,  Ontario,  Canada (the  "University").  Dr. Thompson is a Director and
officer of the Company and beneficially owns approximately 5.6% of the Company's
Common Stock. Dr. Thompson is the Associate Vice President,  Research and former
Dean of Science of the University.  Dr. Thompson and the University will provide
research and development  under the direction of the Company.  Total amounts due
under the  agreement for the  four-year  period were limited to CAN  $1,683,700,
which  represented US $1,120,872.  Research and development  expenses under this
agreement for the years ended June 30, 1999,  2000,  2001 and 2002 aggregated US
$169,140,  US $300,492,  US $348,985 and US  $254,347,  respectively.  Effective
September 1, 2002, the Company,  Dr.  Thompson and the  University  extended the
agreement for an additional  two-year  period  through  September 1, 2004 in the
amount of CAN  $1,092,800.  As of  September  1, 2002,  such amount  represented
approximately US $705,000.

     Effective  May 1, 2002,  the Company  entered into an  additional  one-year
research and  development  agreement with the University and Dr.  Thompson.  The
total  amount  due  under  this  agreement  is  limited  to CAN  $50,000,  which
represents approximately US $33,000 as of September 1, 2002.

     Effective May 1, 1999, the Company entered into a consulting  agreement for
research and development with Dr. Thompson. On July 1, 2001, the Company and Dr.
Thompson renewed the consulting agreement for an additional  three-year term, as
provided for under the terms and  conditions of the  agreement.  This  agreement
provides  for monthly  payments of $3,000  through June 2004.  The  agreement is
automatically  renewable for an additional three-year term, unless either of the
parties  provides the other with written notice within six (6) months of the end
of the term.

     Alan B.  Bennett,  Ph.D.,  a member of the  Company's  Scientific  Advisory
Board,  entered into a  consulting  agreement  with the Company,  dated July 16,
1999,  whereby Dr. Bennett provided  consulting  services in  consideration  for
$5,400 per month. Dr. Bennett's consulting agreement with the Company expired on
July 15,  2000.  From July 15,  2000  through  October  31,  2001,  Dr.  Bennett
continued  to  provide  services  to  the  Company  on a  month-to-month  basis.
Effective  November 1, 2001, the Company entered into a new one-year  consulting
agreement with Dr. Bennett, which provided for monthly payments of $2,400 to Dr.
Bennett through October 31, 2002. The Company extended the consulting agreement,
effective November 1, 2002, for an additional  one-year period on the same terms
and conditions.

     Steven Katz, a former  Director and former  officer of the Company,  had an
informal  arrangement to perform management  services for the Company.  Mr. Katz
received  $114,050,  $277,225  and  $238,995  for such  services in Fiscal 2002,
Fiscal 2001 and Fiscal 2000, respectively.


                                       18


     Promissory Notes

     Certain Directors of the Company provided the Company with short-term loans
(the "Loans") with the proceeds  being used for operating  expenses.  During the
period from July 10, 2001  through  November  5, 2001,  the Company  issued four
promissory notes made payable to Mr. Forbes in the aggregate amount of $350,000,
in connection with the Loans. The notes had an annual interest rate equal to the
prime rate on the date that the notes  were  issued  (5.50% to 6.75%),  and such
interest was payable upon maturity of the notes.  The notes and accrued interest
were due on January 15, 2002.  On December 3, 2001,  Mr.  Forbes  converted  the
notes and accrued interest into 203,549 shares of the Company's Common Stock and
warrants to purchase  178,105  shares of the Company's  Common Stock at the same
price per share and on the same terms and  conditions  as all other  shares sold
pursuant to a private placement to unrelated third parties.

     Also in connection with the Loans,  the Company issued two promissory notes
on each of September  5, 2001 and October 9, 2001,  made payable to Mr. Quick in
the  amounts of  $100,000  and  $75,000,  respectively.  The notes had an annual
interest  rate equal to the prime  rate on the date that the notes  were  issued
(5.50% to 6.50%),  and such interest was payable upon maturity of the notes. The
notes and accrued  interest  were due on January 15, 2002.  On December 3, 2001,
Mr. Quick  converted the notes and accrued  interest into 101,774  shares of the
Company's  Common Stock and warrants to purchase  89,052 shares of the Company's
Common Stock at the same price per share and on the same terms and conditions as
all other  shares  sold  pursuant  to a private  placement  to  unrelated  third
parties.

     Private Placements

     Christopher  Forbes,  a Director of the Company,  participated in a private
placement of the  Company's  Common Stock  consummated  on January 26, 2000.  In
connection with such private  placement,  Mr. Forbes  purchased 17,436 shares of
the Company's Common Stock at the same price per share and on the same terms and
conditions  as all other  shares  sold  pursuant  to the  private  placement  to
unrelated third parties.

     Ruedi  Stalder,  a current  Director  and former  officer  of the  Company,
participated in a private placement of the Company's Common Stock consummated on
June 22, 2000. In connection with such private placement,  Mr. Stalder purchased
66,667 shares of the  Company's  Common Stock at the same price per share and on
the same terms and  conditions  as all other shares sold pursuant to the private
placement to  unrelated  third  parties.  Mr.  Stalder has certain  registration
rights with respect to such shares. At the time of the transaction,  Mr. Stalder
was an executive  officer and Director of the Company.  On October 4, 2001,  Mr.
Stalder resigned as an executive officer, but he remains a Director.

     On November 30, 2001,  the Company  consummated  a private  placement  with
Stanford  Venture  Capital  Holdings,  Inc.  and  affiliates  ("Stanford"),   of
1,142,858  shares of Common Stock and warrants to purchase  1,000,000  shares of
Common Stock for the aggregate cash  consideration of $2,000,000.  Fifty percent
of such  warrants  have an  exercise  price  equal to $2.00  per share and fifty
percent of such warrants have an exercise price equal to $3.25 per share. All of
such warrants were  exercisable  as of the date of grant and have a term of five
(5) years.  In January 2002, the Company  consummated an additional  issuance to
Stanford for 571,429  shares of Common  Stock and  warrants to purchase  500,000
shares of Common Stock for the aggregate cash consideration of $1,000,000. Fifty
percent of such  warrants  have an  exercise  price equal to $2.00 per share and
fifty percent of such warrants have an exercise  price equal to $3.25 per share.
All of such warrants were exercisable as of the date of grant and have a term of
five (5) years.

     In connection  with another  private  placement to unrelated third parties,
commencing  in November  2001 and ending in April 2002,  shares of the Company's
Common  Stock and  warrants  to  purchase  Common  Stock  were  sold to  certain
accredited  investors,  including Moises Bucay Bissu and Seneca Capital L.P.. On
each of December 26, 2001 and February 21, 2002, Mr. Bissu purchased 380,000 and
100,000 shares of Common Stock,  respectively,  and warrants to purchase 166,250
and  43,750  shares  of  Common  Stock,  respectively,  for the  aggregate  cash
consideration of $840,000. Fifty percent of such warrants have an exercise price
equal to $2.00 per share and fifty  percent of such  warrants  have an  exercise
price equal to $3.25 per share.  All of such warrants were exercisable as of the
date of grant  and have a term of five (5)  years.  On April  12,  2002,  Seneca
Capital L.P.  purchased  857,143 shares of Common Stock and warrants to purchase
750,000  shares  of  Common  Stock  for  the  aggregate  cash  consideration  of
$1,500,000. Fifty percent of such warrants have an exercise price equal to $2.00
per share and fifty  percent of such  warrants  have an exercise  price equal to
$3.25 per share.  All of such warrants were  exercisable as of the date of grant
and have a term of five (5) years.


                                       19


              PROPOSAL TO INCREASE THE AUTHORIZED NUMBER OF SHARES

DESCRIPTION OF PROPOSAL

     The Company's Certificate of Incorporation currently authorizes the Company
to issue up to twenty million (20,000,000) shares of Common Stock. On October 9,
2002,  the Board of Directors  approved,  subject to  stockholder  approval,  an
amendment to the Company's  Certificate of Incorporation to increase the maximum
number of shares of the Company's  Common Stock  authorized  from twenty million
(20,000,000) shares to thirty million (30,000,000) shares.

     The Board of  Directors  has  determined  that an increase in the number of
shares  of  Common  Stock  authorized  for  issuance  is in the  Company's  best
interests.  The  proposed  increase  in the  number of  shares  of Common  Stock
authorized  for issuance will ensure that shares will be  available,  if needed,
for issuance in connection with stock splits,  acquisitions  and other corporate
purposes.  The  Board  of  Directors  believes  that  the  availability  of  the
additional shares for such purposes without delay or the necessity for a special
stockholders'  meeting would be beneficial to the Company.  The Company does not
have any immediate  plans,  arrangements,  commitments  or  understandings  with
respect to the  issuance of any of the  additional  shares of Common  Stock that
would  be  authorized  by  the  proposed   amendment.   No  further   action  or
authorization  by the  Company's  stockholders  would be necessary  prior to the
issuance of the additional  shares of Common Stock unless required by applicable
law or  regulatory  agencies  or by the rules of any  stock  market on which the
Company's securities may then be listed.

     The holders of any of the  additional  shares of Common Stock issued in the
future  would have the same rights and  privileges  as the holders of the Common
Stock  currently  authorized  and  outstanding.  Those  rights  do  not  include
preemptive rights with respect to the future issuance of any additional shares.

     As of October 21, 2002,  11,880,045  shares of Common Stock were issued and
outstanding,  2,000,000  shares of Common Stock were  reserved for issuance upon
the  exercise  of  outstanding  options  granted  under the 1998  Stock Plan and
4,202,153 shares of Common Stock were reserved for issuance upon the exercise of
warrants  and options  granted  outside the 1998 Stock  Plan.  Accordingly,  the
Company has 1,917,802 shares remaining  available for issuance.  If the proposed
amendment  is approved,  ten million  (10,000,000)  additional  shares of Common
Stock would be authorized but unissued.

     Upon  approval  by the  Stockholders,  the  first  section  of  the  fourth
paragraph of the Company's Certificate of Incorporation would read as follows:

          FOURTH:  The total  number of shares of all classes of stock which the
          ------
     Corporation   shall  have   authority  to  issue  is  Thirty  Five  Million
     (35,000,000)  shares. The Corporation is authorized to issue two classes of
     stock designated  "Common Stock" and "Preferred Stock,"  respectively.  The
     total  number  of shares of  Common  Stock  authorized  to be issued by the
     Corporation is Thirty Million (30,000,000), each such share of Common Stock
     having a $0.01 par value.  The total  number of shares of  Preferred  Stock
     authorized  to be issued by the  Corporation  is Five Million  (5,000,000),
     each such share of Preferred Stock having $0.01 par value.

PROPOSED AMENDMENT

     The  Stockholders  are being  asked to  consider  and vote upon a  proposed
amendment to the Company's  Certificate of Incorporation to increase the maximum
number of shares of the Company's  Common Stock  authorized  from twenty million
(20,000,000) shares to thirty million (30,000,000) shares.  Although the Company
has no present intent to issue any additional  shares of Common Stock, the Board
of Directors  believes that the additional shares would provide the Company with
added  flexibility  in connection  with its future  financing and stock issuance
requirements, including with respect to possible future stock splits, if any.

     THE BOARD OF DIRECTORS  RECOMMENDS A VOTE FOR THE APPROVAL OF THE AMENDMENT
TO THE COMPANY'S CERTIFICATE OF INCORPORATION.


                                       20


                 PROPOSAL TO AMEND THE 1998 STOCK INCENTIVE PLAN

SUMMARY OF THE PLAN

     The 1998 Stock Plan was  adopted by the  Company's  Board of  Directors  on
December 31, 1998 and approved by the Stockholders of the Company on January 22,
1999. Those eligible to receive stock options or stock purchase rights under the
1998 Stock Plan include the Company's employees,  Directors and consultants. The
1998  Stock  Plan was  adopted  to: (i)  attract  and retain the best  available
personnel for positions of substantial  responsibility;  (ii) provide additional
incentives  to  employees,  members  of the Board of  Directors,  members of the
Scientific  Advisory Board and  consultants  of the Company and its  subsidiary;
(iii) provide key employees,  Directors and consultants  with an interest in the
Company  that is  parallel  to that of the  stockholders;  and (iv)  promote the
success of the Company's business.  Currently, there are two million (2,000,000)
shares of the Company's  Common Stock reserved for issuance upon the exercise of
options  and/or stock  purchase  rights granted under the 1998 Stock Plan. As of
October 21, 2002, there were approximately  seven (7) employees and non-employee
Directors  who have received  stock  options under the 1998 Stock Plan.  Because
future  participation in the 1998 Stock Plan and the level of participation will
vary,  it is not  possible  to  determine  the  value of  benefits  which may be
obtained by those eligible to participate in the 1998 Stock Plan.

     The  Board of  Directors  administers  the 1998  Stock  Plan and may  grant
options to eligible  employees,  consultants  and Directors  recommended  by the
Compensation Committee. The 1998 Stock Plan provides for the granting of options
intended to qualify as incentive  stock options,  or ISOs, as defined in Section
422 of the Internal Revenue Code of 1986, as amended (the "Code"),  to employees
of the  Company.  The  1998  Stock  Plan  also  provides  for  the  granting  of
non-qualified stock options, or NQSOs, to employees,  non-employee Directors and
consultants who perform services for the Company or its subsidiary. The exercise
price of all ISOs  granted  under the 1998  Stock  Plan may not be less than the
fair market value of the shares at the time the option is granted.  In addition,
no ISO may be  granted  to an  employee  who owns  more  than  10% of the  total
combined voting power of all classes of stock of the Company unless the exercise
price as to that employee is at least 110% of the fair market value of the stock
at the time of the grant.  To the extent that options  designated as ISOs become
exercisable  for the first time during any calendar year for Common Stock having
a fair  market  value  greater  than  one-hundred  thousand  dollars  ($100,000)
(determined for each share as of the date of grant of the options  covering such
share),  the portion of such options  which exceeds such amount shall be treated
as  NQSOs.  Options  may be  exercisable  for a period of not more than ten (10)
years from the date of grant; provided, however, that the term of an ISO granted
to an employee who owns more than 10% of the total combined  voting power of all
classes of stock of the  Company  may not exceed  five (5) years.  The  exercise
price of NQSOs granted under the 1998 Stock Plan may not be less than 85% of the
fair market value per share of the Common  Stock on the date of grant.  The 1998
Stock Plan  provides  that no NQSO may be granted to a person who owns more than
10% of the total  combined  voting  power of all classes of stock of the Company
unless the  exercise  price to that  person is at least 110% of the fair  market
value of the stock at the time of the grant.  The exercise price must be paid in
full at the time an option is exercised,  and at the  discretion of the Board of
Directors,  all or part of the exercise price may be paid with previously  owned
shares or other  approved  methods  of  payment.  An option  is  exercisable  as
determined  by the Board of  Directors.  The 1998 Stock Plan will  terminate  on
December 30, 2008.

     Subject to the terms as specified in any option  agreement,  if a Grantee's
employment or consulting relationship  terminates on account of disability,  the
Grantee may  exercise  any  outstanding  option for one (1) year  following  the
termination.  If a Grantee dies while in the employ of the Company or during the
period of the  consulting  arrangement,  the  Grantee's  estate may exercise any
outstanding   option  for  one  (1)  year  following  the  Grantee's  death.  If
termination  is for any other reason,  the Grantee may exercise any  outstanding
option for three (3) months following such termination. Options may not be sold,
pledged, assigned, hypothecated, transferred or disposed of in any manner except
by will or the laws of descent and distribution.

     The 1998 Stock Plan also permits the awarding of stock  purchase  rights at
not less than 50% of the fair market value of the shares as of the date offered.
The 1998 Stock Plan  requires  the  execution  of a  restricted  stock  purchase
agreement in a form determined by the Board of Directors.  Once a stock purchase
right is exercised, the purchaser will have the rights of a shareholder and will
be a shareholder when the purchase is entered on the Company's records.


                                       21


     The 1998  Stock  Plan  provides  that,  in the  event of a  reorganization,
recapitalization,    stock   split,   stock   dividend,    combination   of   or
reclassification  of shares,  or any other change in the corporate  structure or
shares of the  Company,  the Board of  Directors  shall  make  adjustments  with
respect to the shares  that may be issued  under the 1998 Stock Plan or that are
covered by outstanding options, or in the option price per share.

     In the event of a dissolution or  liquidation of the Company,  the Board of
Directors  shall  notify the  Grantee at least  fifteen  (15) days prior to such
proposed action. To the extent not previously exercised, the outstanding options
will terminate immediately prior to the consummation of such proposed action. In
the event of a merger  or  consolidation  of the  Company  with or into  another
corporation  or the sale of all or  substantially  all of the  Company's  assets
(hereinafter,  a  "merger"),  the  outstanding  options  may  be  assumed  or an
equivalent  option may be substituted by such successor  corporation or a parent
or subsidiary of such  successor  corporation.  In the event that such successor
corporation  does not agree to assume the  outstanding  options or to substitute
equivalent  options,  the Board of Directors will, in lieu of such assumption or
substitution,  provide for the Grantee to have the right to exercise  all of his
outstanding options. If the Board of Directors makes an option fully exercisable
in lieu of assumption or  substitution,  in the event of a merger,  the Board of
Directors shall notify the Grantee that the option will be fully exercisable for
a period of fifteen (15) days from the date of such notice,  and the option will
terminate  upon the  expiration  of such period.  The option will be  considered
assumed if, following the merger, the option confers the right to purchase,  for
each  share of Common  Stock  subject  to the  option  immediately  prior to the
merger, the consideration (whether stock, cash, or other securities or property)
received  in the merger by  holders  of Common  Stock for each share held on the
effective  date of the  transaction  (and if  holders  were  offered a choice of
consideration,  the type of consideration chosen by the holders of a majority of
the outstanding  shares).  If such consideration  received in the merger was not
solely common stock of the  successor  corporation  or its parent,  the Board of
Directors  may,  with  the  consent  of  the  successor   corporation   and  the
participant,  provide for the  consideration to be received upon the exercise of
an option  for each share of stock  subject  to the  option to be solely  common
stock of the successor  corporation  or its parent equal in fair market value to
the per share consideration received by holders of Common Stock in the merger or
sale of assets.

     Section  162(m) of the Code  generally  disallows a tax deduction to public
companies for certain  compensation  in excess of $1 million paid to a company's
chief  executive  officer and the four other most highly  compensated  executive
officers.   Certain   compensation,    including   qualified   performance-based
compensation, will not be subject to the deduction limit if certain requirements
are met. The Board of Directors  reviews the potential  effect of Section 162(m)
periodically and uses its judgment to authorize  compensation  payments that may
be subject to the limit when the Board of Directors  believes  such payments are
appropriate and in the best interests of the Company and its stockholders, after
taking into  consideration  changing business  conditions and the performance of
its employees.

     The Board of Directors may at any time amend, alter, suspend or discontinue
the 1998 Stock Plan, but no amendment, alteration, suspension or discontinuation
will be made  which  would  impair  the  rights of any  Grantee  under any grant
theretofore made,  without such Grantee's  consent.  In addition,  to the extent
necessary  and  desirable to comply with Rule 16b-3 under the  Exchange  Act, or
with  Section  422 of the  Code  (or any  other  applicable  law or  regulation,
including the requirements of the National  Association of Securities Dealers or
an established stock exchange), the Company shall obtain shareholder approval of
any  1998  Stock  Plan  amendment  in such a manner  and to such a degree  as so
required.  Any such  amendment  or  termination  of the 1998  Stock  Plan is not
permitted to affect options already granted and such options will remain in full
force and effect as if the 1998 Stock Plan had not been  amended or  terminated,
unless mutually agreed otherwise between the Grantee and the Board of Directors,
which agreement must be in writing and signed by the Grantee and the Company.


                                       22


FEDERAL INCOME TAX CONSEQUENCES

     The following  generally  summarizes  the United States  federal income tax
consequences  that generally will arise with respect to awards granted under the
1998 Stock Plan.  This summary is based on the tax laws in effect as of the date
of this Proxy Statement.  Changes to these laws could alter the tax consequences
described below.

     Incentive Stock Options

     A  participant  will not have income upon the grant of an  incentive  stock
option. Also, except as described below, a participant will not have income upon
exercise of an incentive  stock option if the  participant  has been employed by
the Company or its corporate parent or  majority-owned  corporate  subsidiary at
all times  beginning  with the option  grant  date and  ending  three (3) months
before the date the participant exercises the option. If the participant has not
been so  employed  during  that  time,  then  the  participant  will be taxed as
described below under "Nonstatutory Stock Options." The exercise of an incentive
stock option may subject the participant to the alternative minimum tax.

     A participant will have income upon the sale of the stock acquired under an
incentive  stock  option at a profit  (if sales  proceeds  exceed  the  exercise
price).  The type of income will depend on when the participant sells the stock.
If a  participant  sells the stock more than two (2) years  after the option was
granted and more than one (1) year after the option was  exercised,  then all of
the profit will be long-term  capital  gain.  If a  participant  sells the stock
prior to  satisfying  these  waiting  periods,  then the  participant  will have
engaged in a  disqualifying  disposition  and a portion  of the  profit  will be
ordinary  income and a portion may be capital  gain.  This  capital gain will be
long-term if the  participant  has held the stock for more than one (1) year and
otherwise will be short-term.  If a participant sells the stock at a loss (sales
proceeds  are less  than the  exercise  price),  then the loss will be a capital
loss. This capital loss will be long-term if the participant  held the stock for
more than one (1) year and otherwise will be short-term.

     Nonstatutory Stock Options

     A participant  will not have income upon the grant of a nonstatutory  stock
option.  A  participant  will have  compensation  income upon the  exercise of a
nonstatutory  stock  option  equal  to the  value  of the  stock  on the day the
participant  exercised  the option  less the  exercise  price.  Upon sale of the
stock,  the  participant  will have capital gain or loss equal to the difference
between the sales  proceeds and the value of the stock on the day the option was
exercised.  This capital gain or loss will be long-term if the  participant  has
held the stock for more than one (1) year and otherwise will be short-term.

     Restricted Stock

     A  participant  will not have  income  upon the grant of  restricted  stock
unless an election  under  Section  83(b) of the Code is made within thirty (30)
days of the date of grant.  If a timely Section 83(b)  election is made,  then a
participant will have  compensation  income equal to the value of the stock less
the purchase price.  When the stock is sold, the  participant  will have capital
gain or loss equal to the difference between the sales proceeds and the value of
the stock on the date of grant. If the participant does not make a Section 83(b)
election,  then when the  stock  vests the  participant  will have  compensation
income  equal to the value of the stock on the  vesting  date less the  purchase
price.  When the stock is sold, the  participant  will have capital gain or loss
equal to the sales proceeds less the value of the stock on the vesting date. Any
capital  gain or loss will be long-term  if the  participant  held the stock for
more than one (1) year and otherwise will be short-term.

     Tax Consequences to the Company

     There will be no tax  consequences  to the Company  except that the Company
will be entitled to a deduction when a participant has compensation  income. Any
such deduction will be subject to the limitations of Section 162(m) of the Code.


                                       23


PREVIOUSLY GRANTED OPTIONS UNDER THE 1998 STOCK PLAN

     As of October  21,  2002,  options to  purchase  one  million  six  hundred
thirty-eight  thousand five hundred (1,638,500) shares of Common Stock have been
granted (net of  forfeitures  which are added back to the shares  available  for
issuance  under the 1998 Stock  Plan) under the 1998 Stock  Plan.  The  weighted
average exercise price of such options is $2.62 per share.

     The  following  table sets forth the options  granted  under the 1998 Stock
Plan to: (i) the Named Executives; (ii) each nominee for election as a Director;
(iii) all current executive  officers as a group; (iv) all current Directors who
are not  executive  officers  as a  group;  (v)  each  associate  of any of such
Directors,  executive officers or nominees; (vi) each person who has received or
is to receive 5% of such options or rights;  and (vii) all employees,  including
all current officers who are not executive officers, as a group:




                                                                      NUMBER OF       WEIGHTED AVERAGE
                     NAME AND TITLE                                OPTIONS GRANTED     EXERCISE PRICE
                     --------------                                ---------------     ---------------
                                                                                      

Ruedi Stalder, Chairman of the Board and Director............           370,000             $2.89

Bruce C. Galton, President, Chief Executive Officer                     430,000              2.07
   and Director..............................................

John E. Thompson, Ph.D., Executive Vice President
   of Research and Development and Director..................           120,000              2.65

Christopher Forbes, Director.................................            80,000              2.78

Thomas C. Quick, Director....................................            80,000              2.78

David Rector, Director ......................................              --                 --

Philip B. Livingston, Director...............................              --                 --

Sascha P. Fedyszyn, Vice President of Corporate
   Development and Secretary.................................            85,000              2.61

Joel P. Brooks, Chief Financial Officer and Treasurer........            52,500              2.08

Phillip O. Escaravage(1).....................................            80,000              3.05

Steven Katz(2)...............................................           180,000              2.84

All current executive officers as a group (4 persons)........           687,500              2.24
All current Directors and nominees who are not executive
   officers as a group (5 persons)...........................           530,000              2.86
All employees, including all current officers who are not
   executive officers as a group (1 person)..................            80,000              3.05



-------------------------------------------------------------

(1) Former Director and executive officer of the Company and current  beneficial
owner of 6.8% of the Company's Common Stock as of October 21, 2002.

(2) Former Director and executive officer of the Company.

     Whether or not Stockholder approval of the amendment to the 1998 Stock Plan
is obtained,  options  previously  granted  pursuant to the 1998 Stock Plan will
remain valid and outstanding.


                                       24


     As of  October  21,  2002,  the  fair  market  value  of the  Common  Stock
underlying  options  granted  pursuant to the 1998 Stock Plan was equal to $1.65
per share as determined  by the closing  price of the Company's  Common Stock on
the American Stock Exchange on such date.

REGISTRATION

     The Company intends to file a Form S-8 registration  statement covering the
shares of the  Company's  Common Stock issued and issuable  under the 1998 Stock
Plan,  and also intends to file an amendment to such  registration  statement to
cover  the  additional  shares  reserved  under the plan if so  approved  by the
Stockholders.

PROPOSED AMENDMENT

     The  Stockholders  are being  asked to  consider  and vote upon a  proposed
amendment  (the  "Amendment")  to the 1998 Stock Plan to  increase  the  maximum
number of shares of the Company's  Common Stock available for issuance under the
1998 Stock Plan from two million (2,000,000) shares to three million (3,000,000)
shares. The Board of Directors approved the Amendment on October 9, 2002.

     Even though the 1998 Stock Plan by its terms does not  require  Stockholder
approval for the Amendment to be adopted, the Board of Directors is seeking that
approval,  because the  additional  options  which may be granted under the 1998
Stock Plan following adoption of the Amendment will not be considered  incentive
stock options for federal income tax purposes  unless  Stockholder  approval has
been  obtained  within  twelve (12) months from the adoption of the Amendment by
the Board of  Directors.  If  Stockholder  approval  is not  obtained,  then the
options will be treated as non-qualified  stock options.  The Board of Directors
believes it is in the Company's  best interests to permit option holders to take
advantage of the more favorable tax treatment  given to incentive  stock options
(as discussed above).

     The Board of Directors  believes that the  Amendment  provides an important
inducement  to recruit  and retain the best  available  personnel.  The Board of
Directors believes that providing  employees,  Directors and consultants with an
opportunity  to invest  in the  Company  rewards  them  appropriately  for their
efforts on behalf of the Company.


     THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE AMENDMENT.


                                       25


               RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

     The  Board  of  Directors  of  the  Company  has,  subject  to  stockholder
ratification,  retained  Goldstein Golub Kessler LLP as independent  auditors of
the Company for the fiscal year ending June 30, 2003.  Goldstein  Golub  Kessler
has served as  independent  auditors of the Company since the fiscal year ending
June 30,  1999.  Neither  the firm nor any of its  directors  has any  direct or
indirect  financial  interest  in or any  connection  with  the  Company  in any
capacity other than as auditors.

     Although  stockholder  ratification  of the  selection of  Goldstein  Golub
Kessler LLP is not required by law, the Board of Directors  believes  that it is
desirable to give Stockholders the opportunity to ratify this selection. If this
proposal is not approved at the Meeting,  the Board of Directors will reconsider
the selection of Goldstein Golub Kessler LLP.

     THE  BOARD  OF  DIRECTORS  RECOMMENDS  A VOTE FOR THE  RATIFICATION  OF THE
APPOINTMENT OF GOLDSTEIN  GOLUB KESSLER LLP AS THE  INDEPENDENT  AUDITORS OF THE
COMPANY FOR THE FISCAL YEAR ENDING JUNE 30, 2003.

     One or more  representatives  of Goldstein Golub Kessler LLP is expected to
attend the Meeting and have an opportunity to make a statement and/or respond to
appropriate questions from Stockholders.

INDEPENDENT AUDITORS' FEES AND OTHER MATTERS

Audit Fees

     Goldstein  Golub  Kessler LLP billed the Company an aggregate of $63,600 in
fees for  professional  services  rendered in  connection  with the audit of the
Company's  financial  statements  during the fiscal year ended June 30, 2002 and
the  reviews  of the  financial  statements  included  in each of the  Company's
Quarterly Reports on Form 10-QSB during the fiscal year ended June 30, 2002.

Financial Information Systems Design and Implementation Fees

     Goldstein  Golub Kessler LLP did not bill the Company for any  professional
services rendered to the Company and its affiliates during the fiscal year ended
June 30,  2002 in  connection  with  financial  information  systems  design  or
implementation,  the  operation  of  the  Company's  information  system  or the
management of its local area network.

Leased Employees

     Goldstein  Golub  Kessler LLP has a continuing  relationship  with American
Express Tax and Business  Services,  Inc.  ("TBS") from which it leases auditing
staff  who are full  time,  permanent  employees  of TBS and  through  which its
partners provide non-audit services. As a result of this arrangement,  Goldstein
Golub Kessler LLP has no full time  employees and  therefore,  none of the audit
services performed were provided by permanent  full-time  employees of Goldstein
Golub Kessler LLP.  Goldstein Golub Kessler LLP manages and supervises the audit
and audit staff,  and is  exclusively  responsible  for the opinion  rendered in
connection with its examination.

All Other Fees

     TBS billed the Company an  aggregate  of $7,500 for  professional  services
rendered to the Company and its affiliates during the fiscal year ended June 30,
2002 in connection with the preparation of the Company's tax returns.  Goldstein
Golub  Kessler LLP billed the Company an aggregate of $3,200 for other  services
rendered to the Company and its affiliates during the fiscal year ended June 30,
2002.


                                       26


                             STOCKHOLDERS' PROPOSALS

     Stockholders  who wish to submit  proposals  for inclusion in the Company's
proxy  statement  and  form of proxy  relating  to the 2003  Annual  Meeting  of
Stockholders  must  advise the  Secretary  of the Company of such  proposals  in
writing by July 21, 2003.

     Stockholders  who wish to present a proposal at the 2003 Annual  Meeting of
Stockholders without inclusion of such proposal in the Company's proxy materials
must  advise  the  Secretary  of the  Company  of such  proposals  in writing by
October 4, 2003.

     If the Company does not receive  notice of a  stockholder  proposal  within
this timeframe, the Company's management will use its discretionary authority to
vote  the  shares  they  represent,  as the  Company's  Board of  Directors  may
recommend.  The Company reserves the right to reject, rule out of order, or take
other appropriate  action with respect to any proposal that does not comply with
these requirements.


                    HOUSEHOLDING OF ANNUAL MEETING MATERIALS

     Some banks,  brokers and other nominee record holders may be  participating
in the practice of  "householding"  proxy  statements and annual  reports.  This
means that only one copy of the Company's  proxy  statement or annual report may
have been sent to multiple  Stockholders  in your  household.  The Company  will
promptly  deliver a separate copy of either document to you if you call or write
the Company at the  following  address or phone  number:  Senesco  Technologies,
Inc.,  303 George  Street,  Suite 420, New  Brunswick,  New Jersey 08901,  (732)
296-8400.  If you want to receive separate copies of the annual report and proxy
statement in the future or if you are receiving  multiple  copies and would like
to  receive  only one copy for your  household,  you should  contact  your bank,
broker,  or other nominee record holders,  or you may contact the Company at the
above address and phone number.


                                  OTHER MATTERS

     The Board of  Directors  is not aware of any  matter  to be  presented  for
action at the  Meeting  other than the  matters  referred  to above and does not
intend to bring any other matters before the Meeting.  However, if other matters
should come before the Meeting,  it is intended that holders of the proxies will
vote thereon in their discretion.


                                       27


                                     GENERAL

     The  accompanying  proxy is  solicited  by and on  behalf  of the  Board of
Directors  of the  Company,  whose  notice of meeting is  attached to this Proxy
Statement,  and the  entire  cost  of such  solicitation  will be  borne  by the
Company.

     In addition to the use of the mails,  proxies may be  solicited by personal
interview,  telephone and telegram by Directors, officers and other employees of
the  Company  who will not be  specially  compensated  for these  services.  The
Company  will  also  request  that  brokers,  nominees,   custodians  and  other
fiduciaries forward soliciting materials to the beneficial owners of shares held
of record by such  brokers,  nominees,  custodians  and other  fiduciaries.  The
Company will reimburse such persons for their reasonable  expenses in connection
therewith.

     Certain  information  contained  in this Proxy  Statement  relating  to the
occupations  and security  holdings of Directors  and officers of the Company is
based upon information received from the individual Directors and officers.

     SENESCO  TECHNOLOGIES,  INC. WILL FURNISH,  WITHOUT  CHARGE,  A COPY OF ITS
REPORT ON FORM  10-KSB  FOR THE YEAR ENDED JUNE 30,  2002,  INCLUDING  FINANCIAL
STATEMENTS AND SCHEDULES  THERETO,  BUT NOT INCLUDING  EXHIBITS,  TO EACH OF ITS
STOCKHOLDERS OF RECORD ON OCTOBER 21, 2002 AND TO EACH BENEFICIAL STOCKHOLDER ON
THAT  DATE  UPON  WRITTEN  REQUEST  MADE  TO THE  SECRETARY  OF THE  COMPANY.  A
REASONABLE FEE WILL BE CHARGED FOR COPIES OF REQUESTED EXHIBITS.

     PLEASE DATE, SIGN AND RETURN THE PROXY CARD AT YOUR EARLIEST CONVENIENCE IN
THE  ENCLOSED  RETURN  ENVELOPE.  A PROMPT  RETURN  OF YOUR  PROXY  CARD WILL BE
APPRECIATED AS IT WILL SAVE THE EXPENSE OF FURTHER MAILINGS.

                                              By Order of the Board of Directors

                                              /s/ Sascha P. Fedyszyn

                                              Sascha P. Fedyszyn
                                              Secretary


New Brunswick, New Jersey
November 8, 2002


                                       28



                           SENESCO TECHNOLOGIES, INC.
               PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
            OF THE CORPORATION FOR THE ANNUAL MEETING OF STOCKHOLDERS

     The undersigned hereby constitutes and appoints Ruedi Stalder and Sascha P.
Fedyszyn, and each of them, his or her true and lawful agent and proxy with full
power of  substitution  in  each,  to  represent  and to vote on  behalf  of the
undersigned  all of the shares of Senesco  Technologies,  Inc.  (the  "Company")
which the  undersigned is entitled to vote at the Annual Meeting of Stockholders
of the Company to be held at The American Stock Exchange,  New York, New York at
9:30  A.M.,  local  time,  on  December  13,  2002,  and at any  adjournment  or
adjournments  thereof,  upon the following proposals more fully described in the
Notice of Annual  Meeting of  Stockholders  and Proxy  Statement for the Meeting
(receipt of which is hereby acknowledged).

     THIS  PROXY WHEN  PROPERLY  EXECUTED  WILL BE VOTED IN THE MANNER  DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER.  IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSALS 1, 2, 3 AND 4.


1.   ELECTION OF DIRECTORS.

             Nominees:  Ruedi Stalder, Bruce C. Galton, John E. Thompson, Ph.D.,
                        Christopher  Forbes, Thomas C. Quick,  David Rector  and
                        Philip  B.  Livingston.

(Mark one only)
VOTE FOR all the nominees listed above; except vote withheld from the following
nominees (if any).  |   |


--------------------------------------------------------------------------------

VOTE WITHHELD from all nominees.  |   |


2. APPROVAL OF PROPOSAL TO INCREASE THE MAXIMUM  NUMBER OF AUTHORIZED  SHARES OF
THE COMPANY'S  COMMON STOCK FROM TWENTY  MILLION  (20,000,000)  SHARES TO THIRTY
MILLION (30,000,000) SHARES.

FOR   |   |                  AGAINST    |   |                  ABSTAIN   |   |



                  (CONTINUED AND TO BE SIGNED ON REVERSE SIDE)




3. APPROVAL OF PROPOSAL TO AMEND THE  COMPANY'S  1998 STOCK  INCENTIVE  PLAN, AS
AMENDED (THE "1998 STOCK PLAN"), TO INCREASE THE MAXIMUM NUMBER OF SHARES OF THE
COMPANY'S COMMON STOCK AVAILABLE FOR ISSUANCE UNDER THE 1998 STOCK PLAN FROM TWO
MILLION (2,000,000) SHARES TO THREE MILLION (3,000,000) SHARES.

FOR   |   |                  AGAINST    |   |                  ABSTAIN   |   |


4. APPROVAL OF PROPOSAL TO RATIFY THE APPOINTMENT OF GOLDSTEIN GOLUB KESSLER LLP
AS THE  INDEPENDENT  AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING JUNE 30,
2003.

FOR   |   |                  AGAINST    |   |                  ABSTAIN   |   |


5. In his discretion,  the proxy is authorized to vote upon other matters as may
properly come before the Meeting.



     Dated:                                       This proxy must be signed
           ----------------------------           exactly as the name appears
                                                  hereon.  When shares are held
                                                  by joint tenants, both should
     ----------------------------------           sign.  If the signer is a
     Signature of Stockholder                     corporation, please sign full
                                                  corporate name by duly
                                                  authorized officer, giving
     ----------------------------------           full title as such. If a
     Signature of Stockholder if held             partnership,  please sign in
     jointly                                      partnership name by authorized
                                                  person.


I WILL | | WILL NOT | | attend the Meeting.

PLEASE MARK,  SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY,  USING THE ENCLOSED
ENVELOPE.




                                                                      APPENDIX A
                                                                      ----------

                           SENESCO TECHNOLOGIES, INC.

                            1998 STOCK INCENTIVE PLAN
                 (as amended and restated on December 13, 2002)



     1.   Purposes  of the Plan.  The  purposes  of this Plan are to attract and
          ---------------------
retain the best available personnel for positions of substantial responsibility,
to  provide  additional  incentive  to  Employees,  non-Employee  Directors  and
Consultants  of the Company and its  Subsidiaries  and to promote the success of
the Company's  business.  Options  granted under the Plan may be incentive stock
options  (as  defined  under  Section  422 of the Code) or  non-statutory  stock
options,  as determined by the  Administrator  at the time of grant of an option
and subject to the applicable provisions of Section 422 of the Code, as amended,
and the regulations  promulgated  thereunder.  Stock purchase rights may also be
granted under the Plan.

     2.   Certain Definitions.  As  used herein, the following definitions shall
          -------------------
apply:

          (a)  "Administrator"   means  the  Board  or  any  of  its  Committees
                -------------
appointed pursuant to Section 4 of the Plan.

          (b)  "Board" means the Board of Directors of the Company.
                -----

          (c)  "Code" means the Internal Revenue Code of 1986, as amended.
               ----

          (d)  "Committee"  means  the  Committee  appointed  by  the  Board  of
                ---------
Directors in accordance with paragraph (a) of Section 4 of the Plan.

          (e)  "Common Stock" means the Common Stock of the Company.
               ------------

          (f)  "Company"   means   Senesco   Technologies,   Inc.,   a  Delaware
                -------
corporation.

          (g)  "Consultant"  means any  person,  including  an  advisor,  who is
                ----------
engaged by the Company or any Parent or  subsidiary  to render  services  and is
compensated  for  such  services.

          (h)  "Continuous  Status  as an  Employee"  means the  absence  of any
                -----------------------------------
interruption or termination of the employment relationship by the Company or any
Subsidiary. Continuous Status as an Employee shall not be considered interrupted
in the case of: (i) sick leave;  (ii) military  leave;  (iii) any other leave of
absence  approved by the Board,  provided that such leave is for a period of not
more than ninety (90) days,  unless  reemployment  upon the  expiration  of such
leave is  guaranteed  by  contract  or  statute,  or unless  provided  otherwise
pursuant to Company policy adopted from time to time; or (iv) transfers  between
locations  of the  Company or  between  the  Company,  its  Subsidiaries  or its
successor.

          (i)  "Director" means a director of the Company.
                --------




          (j)  "Employee"  means any person,  including  officers and directors,
                --------
employed by the Company or any Parent or Subsidiary of the Company.  The payment
of a  director's  fee by the  Company  shall  not be  sufficient  to  constitute
"employment" by the Company.

          (k)  "Exchange  Act" means the  Securities  Exchange  Act of 1934,  as
                -------------
amended.

          (l)  "Fair Market  Value" means,  as of any date,  the value of Common
                ------------------
Stock determined as follows:

               (i)  If the  Common  Stock is  listed  on any  established  stock
     exchange or a national  market  system  including  without  limitation  the
     National Market System of the National  Association of Securities  Dealers,
     Inc. Automated Quotation  ("Nasdaq") System, its Fair Market Value shall be
     the closing  sales  price for such stock (or the  closing  bid, if no sales
     were  reported)  as quoted on such system or  exchange  for the last market
     trading  day prior to the time of  determination  as  reported  in the Wall
     Street Journal or such other source as the Administrator deems reliable or;

               (ii) If the  Common  Stock is quoted  on  Nasdaq  (but not on the
     National  Market  System  thereof)  or  regularly  quoted  by a  recognized
     securities  dealer but  selling  prices are not  reported,  its Fair Market
     Value  shall be the mean  between  the high and low  asked  prices  for the
     Common Stock or;

               (iii)In the  absence  of an  established  market  for the  Common
     Stock,  the Fair Market Value  thereof shall be determined in good faith by
     the Administrator.

          (m)  "Incentive  Stock Option" means an Option  intended to qualify as
                -----------------------
an incentive stock option within the meaning of Section 422 of the Code.

          (n)  "Nonstatutory  Stock  Option"  means an Option  not  intended  to
                ---------------------------
qualify as an Incentive Stock Option.

          (o)  "Option" means a stock option granted pursuant to the Plan.
                ------

          (p)  "Optioned Stock" means the Common Stock subject to an Option.
                --------------

          (q)  "Optionee" means a Director,  Employee or Consultant who receives
                --------
an Option.

          (r)  "Parent" means a "parent  corporation,"  whether now or hereafter
                ------
existing, as defined in Section 424(e) of the Code.

          (s)  "Plan" means this 1998 Stock Incentive Plan, as amended.
                ----

                                        2


          (t)  "Restricted Stock" means shares of Common Stock acquired pursuant
                ----------------
to a grant of stock purchase rights under Section 11 below.

          (u)  "Share"  means  a share  of the  Common  Stock,  as  adjusted  in
                -----
accordance with Section 13 of the Plan.

          (v)  "Subsidiary"  means a  "subsidiary  corporation",  whether now or
                ----------
hereafter existing, as defined in Section 424(f) of the Code.

     3.   Stock Subject to the Plan. Subject to the provisions of Section  13 of
          -------------------------
the Plan, the maximum  aggregate number of shares which may be optioned and sold
under the Plan is three million  (3,000,000)  shares of Common Stock. The shares
may be authorized, but unissued, or reacquired Common Stock.

          If an option  should  expire or become  unexercisable  for any  reason
without having been exercised in full, the unpurchased Shares which were subject
thereto shall, unless the Plan shall have been terminated,  become available for
future grant under the Plan.

     4.   Administration of the Plan.
          ---------------------------

          (a)  Procedure.
               ---------

               (i)  Administration With Respect to Directors and Officers.  With
                    -----------------------------------------------------
     respect to grants of Options or stock purchase  rights to Employees who are
     also officers or Directors of the Company,  the Plan shall be  administered
     by (A) the Board,  if the Board may administer the Plan in compliance  with
     Rule 16b-3  promulgated  under the  Exchange Act or any  successor  thereto
     ("Rule  16b-3")  with  respect  to a plan  intended  to allow  transactions
     between the Company and the Optionee to be exempt for Section  16(b) of the
     Exchange Act, or (B) a Committee  designated by the Board to administer the
     Plan,  which  Committee  shall be constituted in such a manner as to permit
     the Plan to comply with Rule 16b-3 with respect to a plan intended to allow
     transactions  between the Company and the Optionee to be exempt for Section
     16(b) of the Exchange Act. Once appointed, such Committee shall continue to
     serve in its  designated  capacity until  otherwise  directed by the Board.
     From time to time the  Board may  increase  the size of the  Committee  and
     appoint additional members thereof,  remove members (with or without cause)
     and appoint new members in substitution therefor,  fill vacancies,  however
     caused,  and remove all members of the  Committee and  thereafter  directly
     administer the Plan, all to the extent permitted by Rule 16b-3 with respect
     to a plan intended to qualify thereunder as a discretionary plan.

               (ii) Multiple  Administrative Bodies. If permitted by Rule 16b-3,
                    -------------------------------
     the Plan may be administered by different bodies with respect to Directors,
     non-director officers and Employees who are neither Directors nor officers.


               (iii)Administration   With  Respect  to  Consultants   and  Other
                    ------------------------------------------------------------
     Employees.  With respect to grants of Options or stock  purchase  rights to
     ---------
     Employees who are neither


                                       3



     Directors nor officers of the Company or to Consultants,  the Plan shall be
     administered  by (A) the  Board,  if the Board may  administer  the Plan in
     compliance  with Rule 16b-3,  or (B) a Committee  designated  by the Board,
     which  Committee  shall be  constituted  in such a manner as to satisfy the
     legal requirements relating to the administration of incentive stock option
     plans, if any, of Idaho corporate law and applicable securities laws and of
     the Code (the  "Applicable  Laws").  Once  appointed,  such Committee shall
     continue to serve in its designated  capacity until  otherwise  directed by
     the  Board.  From  time to time  the  Board  may  increase  the size of the
     Committee and appoint additional  members thereof,  remove members (with or
     without  cause) and  appoint  new members in  substitution  therefor,  fill
     vacancies,  however  caused,  and remove all members of the  Committee  and
     thereafter directly administer the Plan, all to the extent permitted by the
     Applicable Laws.

          (b)  Powers of the  Administrator.  Subject to the  provisions  of the
               ----------------------------
Plan and in the case of a Committee,  the specific duties delegated by the Board
to  such  Committee,   the  Administrator  shall  have  the  authority,  in  its
discretion:

               (i)  to determine the Fair Market Value of the Common  Stock,  in
     accordance with Section 2(k) of the Plan;

               (ii) to select the officers, Directors, Consultants and Employees
     to whom Options and stock purchase  rights may from time to time be granted
     hereunder;

               (iii)to  determine  whether and to what extent  Options and stock
     purchase rights or any combination thereof, are granted hereunder;

               (iv) to  determine  the  number of  shares of Common  Stock to be
     covered by each such award granted hereunder;

               (v)  to approve forms of agreement for use under the Plan;

               (vi) to determine the terms and conditions, not inconsistent with
     the terms of the Plan, of any award granted hereunder  (including,  but not
     limited to, the share price and any  restriction or limitation or waiver of
     forfeiture  restrictions  regarding  any Option or other  award  and/or the
     shares of Common Stock relating thereto, based in each case on such factors
     as the Administrator shall determine, in its sole discretion);

               (vii)to determine whether and under what  circumstances an Option
     may be settled in cash under subsection 9(f) instead of Common Stock;

               (viii) to  determine  whether,  to what  extent  and  under  what
     circumstances  Common  Stock and other  amounts  payable with respect to an
     award  under this Plan shall


                                       4


     be deferred  either  automatically  or at the  election of the  participant
     (including  providing for and determining the amount, if any, of any deemed
     earnings on any deferred amount during any deferral period);

               (ix) to  reduce  the  exercise  price of any  Option  to the then
     current  Fair  Market  Value if the Fair Market  Value of the Common  Stock
     covered by such Option  shall have  declined  since the date the Option was
     granted; and

               (x)  to determine the terms and restrictions  applicable to stock
     purchase rights and the Restricted Stock purchased by exercising such stock
     purchase rights.

          (c)  Effect of Committee's Decision. All decisions, determinations and
               ------------------------------
interpretations of the Administrator shall be final and binding on all Optionees
and any other holders of any Options.

     5.   Eligibility.
          -----------

          (a) Nonstatutory Stock Options may be granted to Directors,  Employees
and  Consultants.  Incentive  Stock Options may be granted only to Employees.  A
Director, Employee or  Consultant  who has been  granted an Option may, if he is
otherwise eligible, be granted an additional Option or Options.

          (b)  Each Option shall be designated in the written  option  agreement
as either an Incentive  Stock Option or a  Nonstatutory  Stock Option.  However,
notwithstanding such designations,  to the extent that the aggregate Fair Market
Value of the Shares with respect to which Options  designated as Incentive Stock
Options are  exercisable  for the first time by any optionee during any calendar
year  (under  all plans of the  Company  or any  Parent or  Subsidiary)  exceeds
$100,000, such excess Options shall be treated as Nonstatutory Stock Options.

          (c)  For purposes of Section  5(b),  Incentive  Stock Options shall be
taken into account in the order in which they were granted,  and the Fair Market
Value of the Shares shall be  determined  as of the time the Option with respect
to such Shares is granted.

          (d)  The Plan  shall not  confer  upon any  Optionee  any  right  with
respect to  continuation  of  employment  or  consulting  relationship  with the
Company, nor shall it interfere in any way with his right or the Company's right
to terminate  his  employment or consulting  relationship  at any time,  with or
without cause.

     6.   Term of Plan.  The Plan shall  become  effective  upon the  earlier to
          ------------
occur  of its  adoption  by the  Board  of  Directors  or  its  approval  by the
shareholders  of the Company as  described  in Section 19 of the Plan.  It shall
continue in effect for a term of ten (10) years unless sooner  terminated  under
Section 15 of the Plan.


                                       5


     7.   Term of Option.  The term of each  Option  shall be the term stated in
          --------------
the Option Agreement;  provided, however, that in the case of an Incentive Stock
Option,  the term  shall be no more than ten (10)  years  from the date of grant
thereof  or  such  shorter  term as may be  provided  in the  Option  Agreement.
However,  in the case of an Option  granted to an Optionee  who, at the time the
Option is granted,  owns stock  representing  more than ten percent (10%) of the
voting power of all classes of stock of the Company or any Parent or Subsidiary,
the term of the Option shall be five (5) years from the date of grant thereof or
such shorter term as may be provided in the Option Agreement.

     8.   Option Exercise Price and Consideration.
          ----------------------------------------

          (a)  The per share exercise price for the Shares to be issued pursuant
to exercise of an Option shall be such price as is determined by the Board,  but
shall be subject to the following:

               (i)  In the case of an Incentive Stock Option

                    (A)  granted to an Employee who, at the time of the grant of
     such Incentive Stock Option,  owns stock representing more than ten percent
     (10%) of the voting  power of all  classes  of stock of the  Company or any
     Parent or  Subsidiary,  the per Share  exercise price shall be no less than
     110% of the Fair Market Value per Share on the date of grant.

                    (B)  granted to any Employee,  the per Share  exercise price
     shall be no less than 100% of the Fair  Market  Value per Share on the date
     of grant.

               (ii) In the case of a Nonstatutory Stock Option

                    (A)  granted  to a person  who,  at the time of the grant of
     such Option,  owns stock  representing  more than ten percent  (10%) of the
     voting  power of all  classes  of stock of the  Company  or any  Parent  or
     Subsidiary,  the per Share exercise price shall be no less than 110% of the
     Fair Market Value per Share on the date of the grant.

                    (B)  granted to any  person,  the per Share  exercise  price
     shall be no less than 85% of the Fair Market Value per Share on the date of
     grant.

          (b)  The  consideration  to be paid for the  Shares to be issued  upon
exercise of an Option,  including the method of payment,  shall be determined by
the  Administrator  (and,  in the case of an Incentive  Stock  Option,  shall be
determined  at the time of grant)  and may  consist  entirely  of (1) cash,  (2)
check,  (3)  promissory  note,  (4) other Shares which (x) in the case of Shares
acquired  upon  exercise of an Option either have been owned by the Optionee for
more than six months on the date of surrender or were not acquired,  directly or
indirectly, from the


                                       6


Company,  and (y) have a Fair Market Value on the date of surrender equal to the
aggregate  exercise  price  of the  Shares  as to  which  said  Option  shall be
exercised, (5) authorization from the Company to retain from the total number of
Shares as to which the Option is exercised  that number of Shares  having a Fair
Market Value on the date of exercise  equal to the exercise  price for the total
number of Shares as to which the option is exercised, (6) delivery of a properly
executed  exercise notice together with irrevocable  instructions to a broker to
promptly deliver to the Company the amount of sale or loan proceeds  required to
pay the exercise price, (7) by delivering an irrevocable  subscription agreement
for the Shares which irrevocably obligates the option holder to take and pay for
the  Shares  not more  than  twelve  months  after the date of  delivery  of the
subscription agreement, (8) any combination of the foregoing methods of payment,
or (9) such other consideration and method of payment for the issuance of Shares
to the extent permitted under Applicable Laws. In making its determination as to
the type of  consideration  to  accept,  the  Administrator  shall  consider  if
acceptance  of such  consideration  may be  reasonably  expected  to benefit the
Company.

     9.   Exercise of Option.
          -------------------

          (a)  Procedure  for  Exercise;  Rights as a  Shareholder.  Any  Option
               ---------------------------------------------------
granted  hereunder  shall be exercisable at such times and under such conditions
as determined by the Administrator,  including performance criteria with respect
to the Company and/or the Optionee,  and as shall be permissible under the terms
of the Plan.

               An Option may not be exercised for a fraction of a Share.

               An Option shall be deemed to be exercised  when written notice of
such exercise has been given to the Company in accordance  with the terms of the
Option by the person  entitled to exercise  the Option and full  payment for the
Shares with  respect to which the Option is exercised  has been  received by the
Company.  Full payment may, as authorized by the  Administrator,  consist of any
consideration  and method of payment  allowable  under Section 8(b) of the Plan.
Until the issuance (as  evidenced by the  appropriate  entry on the books of the
Company or of a duly  authorized  transfer  agent of the  Company)  of the stock
certificate evidencing such Shares, no right to vote or receive dividends or any
other rights as a  shareholder  shall exist with respect to the Optioned  Stock,
notwithstanding the exercise of the Option. The Company shall issue (or cause to
be issued)  such stock  certificate  promptly  upon  exercise of the Option.  No
adjustment  will be made for a dividend or other right for which the record date
is prior to the date the stock  certificate  is issued,  except as  provided  in
Section 11 of the Plan.

               Exercise of an Option in any manner shall result in a decrease in
the number of Shares which thereafter may be available, both for purposes of the
Plan and for sale  under  the  Option,  by the  number of Shares as to which the
Option is exercised.


                                       7


          (b)  Termination  of  Employment.  In the event of  termination  of an
               ---------------------------
Optionee's  consulting  relationship,  directorship  or Continuous  Status as an
Employee  with the Company (as the case may be),  such  Optionee  may,  but only
within  three (3) months (or such other period of time as is  determined  by the
Board,  with such  determination  in the case of an Incentive Stock Option being
made at the time of grant of the  Option  and not  exceeding  three (3)  months)
after the date of such  termination  (but in no event later than the  expiration
date of the term of such Option as set forth in the Option Agreement),  exercise
his Option to the extent that  Optionee  was entitled to exercise it at the date
of such  termination.  To the extent that  Optionee was not entitled to exercise
the Option at the date of such  termination,  or if Optionee  does not  exercise
such  Option to the extent so entitled  within the time  specified  herein,  the
Option shall terminate.

          (c) Disability of Optionee.  Notwithstanding the provisions of Section
              ----------------------
9(b) above, in the event of termination of an Optionee's consulting relationship
or  Continuous  Status as an  Employee  as a result  of his total and  permanent
disability (as defined in Section 22(e)(3) of the Code),  Optionee may, but only
within  twelve (12) months  from the date of such  termination  (but in no event
later than the  expiration  date of the term of such  Option as set forth in the
Option  Agreement),  exercise  the Option to the extent  otherwise  entitled  to
exercise it at the date of such termination. To the extent that Optionee was not
entitled to exercise the Option at the date of termination,  or if Optionee does
not  exercise  such Option to the extent so entitled  within the time  specified
herein, the Option shall terminate.

          (d) Death of Optionee.  In the event of the death of an Optionee,  the
              -----------------
Option may be  exercised,  at any time within  twelve (12) months  following the
date of death  (but in no event  later than the  expiration  date of the term of
such Option as set forth in the Option  Agreement),  by the Optionee's estate or
by a person  who  acquired  the  right to  exercise  the  Option by  bequest  or
inheritance,  but only to the extent the  Optionee  was entitled to exercise the
Option at the date of death.  To the extent that  Optionee  was not  entitled to
exercise the Option at the date of termination, or if Optionee does not exercise
such  Option to the extent so entitled  within the time  specified  herein,  the
Option shall terminate.

          (e) Rule 16b-3. Options granted to persons subject to Section 16(b) of
              ----------
the Exchange Act must comply with Rule 16b-3 and shall  contain such  additional
conditions  or  restrictions  as may be required  thereunder  to qualify for the
maximum  exemption  from  Section 16 of the  Exchange  Act with  respect to Plan
transactions.

          (f) Buyout Provisions.  The Administrator may at any time offer to buy
              -----------------
out for a payment in cash or Shares, an Option previously granted, based on such
terms and conditions as the Administrator shall establish and communicate to the
Optionee at the time that such offer is made.


                                       8


     10.  Non-Transferability  of Options.  The Option may not be sold, pledged,
          -------------------------------
assigned, hypothecated,  transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised,  during the
lifetime of the Optionee, only by the Optionee. The terms of the Option shall be
binding upon the executors, administrators, heirs, successors and assigns of the
Optionee.

     11.  Stock Purchase Rights.
          ---------------------

          (a)  Rights to Purchase.  Stock  purchase  rights may be issued either
               ------------------
alone,  in addition  to, or in tandem with other awards  granted  under the Plan
and/or cash awards made outside of the Plan. After the Administrator  determines
that it will offer stock  purchase  rights  under the Plan,  it shall advise the
offeree  in writing of the terms,  conditions  and  restrictions  related to the
offer,  including  the number of Shares  that such  person  shall be entitled to
purchase,  the price to be paid  (which  price shall not be less than 50% of the
Fair  Market  Value of the  Shares  as of the date of the  offer),  and the time
within which such person must accept such offer,  which shall in no event exceed
thirty  (30)  days  from  the  date  upon  which  the  Administrator   made  the
determination  to grant the stock purchase right. The offer shall be accepted by
execution of a Restricted Stock purchase agreement in the form determined by the
Administrator.

          (b)  Repurchase Option. Unless the Administrator determines otherwise,
               -----------------
the  Restricted  Stock purchase  agreement  shall grant the Company a repurchase
option  exercisable  upon  the  voluntary  or  involuntary  termination  of  the
purchaser's  employment  with the  Company  for any reason  (including  death or
Disability).   The  purchase  price  for  Shares  repurchased  pursuant  to  the
Restricted  Stock  purchase  agreement  shall be the original  price paid by the
purchaser and may be paid by cancellation  of any  indebtedness of the purchaser
to the Company.  The repurchase option shall lapse at such rate as the Committee
may determine.

          (c)  Other Provisions.  The Restricted Stock purchase  agreement shall
               ----------------
contain such other terms,  provisions and conditions not  inconsistent  with the
Plan as may be  determined  by the  Administrator  in its  sole  discretion.  In
addition, the provisions of Restricted Stock purchase agreements need not be the
same with respect to each purchaser.

          (d)  Rights  as a  Shareholder.  Once  the  stock  purchase  right  is
               -------------------------
exercised,  the  purchaser  shall  have  the  rights  equivalent  to  those of a
shareholder, and shall be a shareholder when his or her purchase is entered upon
the records of the duly authorized  transfer agent of the Company. No adjustment
will be made for a dividend or other right for which the record date is prior to
the date the stock purchase right is exercised, except as provided in Section 13
of the Plan.

     12.  Stock  Withholding  to Satisfy  Withholding  Tax  Obligations.  At the
          -------------------------------------------------------------
discretion of the Administrator,  Optionees may satisfy withholding  obligations
as  provided  in this  paragraph.  When an  Optionee  incurs  tax  liability  in
connection with an Option or stock purchase right,


                                       9


which tax liability is subject to tax withholding under applicable tax laws, and
the Optionee is  obligated to pay the Company an amount  required to be withheld
under  applicable  tax laws,  the  Optionee  may  satisfy  the  withholding  tax
obligation by electing to have the Company withhold from the Shares to be issued
upon exercise of the Option,  or the Shares to be issued in connection  with the
stock purchase right, if any, or delivery of additional  shares of Common Stock,
that number of shares having a Fair Market Value equal to the amount required to
be withheld;  provided,  however,  that the total tax withholding where stock is
              --------   -------
being used to satisfy such tax obligations  cannot exceed the Company's  minimum
statutory withholding  obligations (based on minimum statutory withholding rates
for federal and state tax purposes, including payroll taxes, that are applicable
to such supplemental  taxable income). The Fair Market Value of the shares to be
withheld  shall be  determined on the date that the amount of tax to be withheld
is to be determined (the "Tax Date").

          All elections by an Optionee to have Shares  withheld for this purpose
shall be made in writing in a form acceptable to the  Administrator and shall be
subject to the following restrictions:

          (a)  the election must be made on or prior to the applicable Tax Date;

          (b)  once made, the election shall be irrevocable as to the particular
Shares of the Option or Right as to which the election is made;

          (c)  all elections  shall be subject to the consent or  disapproval of
the Administrator;

          (d)  if the  Optionee  is subject to Rule  16b-3,  the  election  must
comply with the applicable provisions of Rule 16b-3 and shall be subject to such
additional  conditions or restrictions as may be required  thereunder to qualify
for the maximum  exemption  from  Section 16 of the Exchange Act with respect to
Plan transactions.

          In the  event  the  election  to have  Shares  withheld  is made by an
Optionee  and the Tax Date is deferred  under  Section 83 of the Code because no
election is filed under  Section 83(b) of the Code,  the Optionee  shall receive
the full  number of Shares  with  respect to which the Option or stock  purchase
right is  exercised  but such  Optionee  shall be  unconditionally  obligated to
tender back to the Company the proper number of Shares on the Tax Date.

     13.  Adjustments Upon Changes in Capitalization  or Merger.  Subject to any
          -----------------------------------------------------
required  action by the  shareholders  of the  Company,  the number of shares of
Common Stock  covered by each  outstanding  Option,  and the number of shares of
Common Stock which have been  authorized  for issuance  under the Plan but as to
which no Options have yet been  granted or which have been  returned to the Plan
upon  cancellation or expiration of an Option, as well as the price per share of
Common Stock covered by each such outstanding  Option,  shall be proportionately
adjusted for any  increase or decrease in the number of issued  shares of Common
Stock  resulting  from a stock  split,  reverse  stock  split,  stock  dividend,
combination or  reclassification  of the Common Stock,  or any other increase or
decrease in the number of issued shares of Common Stock effected without receipt
of consideration by the Company; provided,


                                       10


however, that conversion of any convertible  securities of the Company shall not
be  deemed  to have been  "effected  without  receipt  of  consideration."  Such
adjustment shall be made by the Board, whose determination in that respect shall
be final,  binding and  conclusive.  Except as  expressly  provided  herein,  no
issuance  by the  Company  of  shares  of  stock  of any  class,  or  securities
convertible into shares of stock of any class,  shall affect,  and no adjustment
by reason  thereof  shall be made with respect to, the number or price of shares
of Common Stock subject to an Option.

          In the  event  of  the  proposed  dissolution  or  liquidation  of the
Company, the Board shall notify the Optionee at least fifteen (15) days prior to
such proposed action.  To the extent it has not been previously  exercised,  the
Option will terminate  immediately  prior to the  consummation  of such proposed
action.  In the event of a merger or  consolidation  of the Company with or into
another  corporation  or the sale of all or  substantially  all of the Company's
assets (hereinafter,  a "merger"),  the Option shall be assumed or an equivalent
option  shall be  substituted  by such  successor  corporation  or a  parent  or
subsidiary  of such  successor  corporation.  In the event  that such  successor
corporation  does not agree to assume the Option or to  substitute an equivalent
option, the Board shall, in lieu of such assumption or substitution, provide for
the  Optionee to have the right to exercise the Option as to all of the Optioned
Stock,  including  Shares  as  to  which  the  Option  would  not  otherwise  be
exercisable.  If the  Board  makes  an  Option  fully  exercisable  in  lieu  of
assumption or substitution in the event of a merger,  the Board shall notify the
Optionee that the Option shall be fully exercisable for a period of fifteen (15)
days  from the date of such  notice,  and the  Option  will  terminate  upon the
expiration of such period. For the purposes of this paragraph,  the Option shall
be considered  assumed if, following the merger, the Option or right confers the
right to  purchase,  for each Share of stock  subject to the Option  immediately
prior to the merger, the consideration (whether stock, cash, or other securities
or  property)  received in the merger by holders of Common  Stock for each Share
held on the  effective  date of the  transaction  (and if holders were offered a
choice of  consideration,  the type of consideration  chosen by the holders of a
majority  of  the  outstanding  Shares);   provided,   however,   that  if  such
consideration  received  in the  merger  was  not  solely  common  stock  of the
successor  corporation  or its  Parent,  the Board may,  with the consent of the
successor  corporation and the participant,  provide for the consideration to be
received upon the exercise of the Option, for each Share of stock subject to the
Option,  to be solely  common stock of the successor  corporation  or its Parent
equal in Fair Market Value to the per share consideration received by holders of
Common Stock in the merger or sale of assets.

     14.  Time of Granting  Options.  The date of grant of an Option shall,  for
          -------------------------
all purposes,  be the date on which the  Administrator  makes the  determination
granting such Option,  or such other date as is determined by the Board.  Notice
of the determination shall be given to each Director,  Employee or Consultant to
whom an Option is so  granted  within a  reasonable  time after the date of such
grant.


                                       11


     15.  Amendment and Termination of the Plan.
          -------------------------------------

          (a)  Amendment  and  Termination.  The  Board  may at any time  amend,
               ---------------------------
alter, suspend or discontinue the Plan, but no amendment, alteration, suspension
or  discontinuation  shall be made which would impair the rights of any Optionee
under any grant theretofore made,  without his or her consent.  In addition,  to
the extent  necessary and desirable to comply with Rule 16b-3 under the Exchange
Act or with Section 422 of the Code (or any other  applicable law or regulation,
including the requirements of the NASD or an established  stock  exchange),  the
Company shall obtain shareholder approval of any Plan amendment in such a manner
and to such a degree as required.

          (b)  Effect  of  Amendment  or  Termination.  Any  such  amendment  or
               --------------------------------------
termination  of the Plan  shall not  affect  Options  already  granted  and such
Options  shall  remain  in full  force  and  effect as if this Plan had not been
amended or terminated, unless mutually agreed otherwise between the Optionee and
the Board, which agreement must be in writing and signed by the Optionee and the
Company.

     16.  Conditions  Upon  Issuance  of  Shares.  Shares  shall  not be  issued
          --------------------------------------
pursuant to the exercise of an Option unless the exercise of such Option and the
issuance  and  delivery of such Shares  pursuant  thereto  shall comply with all
relevant provisions of law, including, without limitation, the Securities Act of
1933,  as amended,  the  Exchange  Act,  the rules and  regulations  promulgated
thereunder, and the requirements of any stock exchange upon which the Shares may
then be listed,  and shall be further subject to the approval of counsel for the
Company with respect to such compliance.

          As a condition to the  exercise of an Option,  the Company may require
the person  exercising  such Option to represent  and warrant at the time of any
such  exercise  that the  Shares are being  purchased  only for  investment  and
without  any  present  intention  to sell or  distribute  such Shares if, in the
opinion of counsel for the Company,  such a representation is required by any of
the aforementioned relevant provisions of law.

     17.  Reservation of Shares. The Company, during the term of this Plan, will
          ---------------------
at all  times  reserve  and keep  available  such  number  of Shares as shall be
sufficient to satisfy the requirements of the Plan.

          The inability of the Company to obtain  authority  from any regulatory
body having jurisdiction,  which authority is deemed by the Company's counsel to
be necessary  to the lawful  issuance  and sale of any Shares  hereunder,  shall
relieve the Company of any  liability in respect of the failure to issue or sell
such Shares as to which such requisite authority shall not have been obtained.


                                       12



     18.  Agreements.  Options and stock  purchase  rights shall be evidenced by
          ----------
written agreements in such form as the Board shall approve from time to time.

     19.  Shareholder  Approval.  Continuance  of the Plan  shall be  subject to
          ---------------------
approval by the  shareholders of the Company within twelve (12) months before or
after the date the Plan is adopted.  Such shareholder approval shall be obtained
in the degree and manner required under applicable state and federal law.

     20.  Information to Optionees.  The Company shall provide to each Optionee,
          ------------------------
during the period for which such  Optionee has one or more Options  outstanding,
copies of all annual  reports and other  information  which are  provided to all
shareholders  of the Company.  The Company shall not be required to provide such
information  if the  issuance  of  Options  under  the  Plan is  limited  to key
employees  whose duties in  connection  with the Company  assure their access to
equivalent information.

                                 * * * * * * * *


                                       13