S E N E S C O LOGO] December 13, 2002 Dr. John Thompson, Dean of Science University of Waterloo Waterloo, Ontario N2L 3G1 Canada Re: AMENDMENT #2 TO CONSULTING AGREEMENT OF JULY 12, 1999 Dear Dr. Thompson: This will modify paragraph 3 of your...

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December 13, 2002


Dr. Xxxx Xxxxxxxx, Xxxx of Science
University of Waterloo
Waterloo, Ontario N2L 3G1
Canada

        Re:     AMENDMENT #2 TO CONSULTING AGREEMENT OF JULY 12, 1999

Dear Xx. Xxxxxxxx:

This will modify  paragraph 3 of your  Consulting  Agreement  with Senesco dated
July 12, 1999, as modified on February 8, 2001. Effective as of January 1, 2003,
Company's  reimbursement  to  Consultant,  shall be in the  amount of $5,000 per
month. All other terms of the Agreement remain unchanged.

Sincerely,


/s/ Xxxx Xxxxxx

Xxxx Xxxxxx
Senesco, Inc.



Acknowledged and Agreed:


/s/ Xxxx Xxxxxxxx
------------------------
Dr. Xxxx Xxxxxxxx