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                                                                     Exhibit 4.1

                                                                       EXHIBIT C

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS
SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A
REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN
"ACCREDITED INVESTOR" AS THAT TERM IS DEFINED IN RULE 501(A) UNDER THE
SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

                  SERIES [A-1/A-2]COMMON STOCK PURCHASE WARRANT

                To Purchase __________ Shares of Common Stock of

                              ALFACELL CORPORATION

          THIS SERIES [A-1/A-2] COMMON STOCK PURCHASE WARRANT (the "Warrant")
certifies that, for value received, _____________ (the "Holder"), is entitled,
upon the terms and subject to the limitations on exercise and the conditions
hereinafter set forth, at any time on or after January __, 2007 [6 months from
issuance] (the "Initial Exercise Date") and on or prior to the close of business
on July 17, 2011 (the "Termination Date") but not thereafter, to subscribe for
and purchase from, a Alfacell corporation (the "Company"), up to ______ shares
(the "Warrant Shares") of Common Stock, par value $0.001 per share, of the
Company (the "Common Stock"). The purchase price of one share of Common Stock
under this Warrant shall be equal to the Exercise Price, as defined in Section
2(b).

     Section 1. Definitions. Capitalized terms used and not otherwise defined
herein shall have the meanings set forth in that certain Securities Purchase
Agreement (the "Purchase Agreement"), dated July 17, 2006, among the Company and
the purchasers signatory thereto.

     Section 2. Exercise.

          a) Exercise of Warrant. Exercise of the purchase rights represented by
     this Warrant may be made, in whole or in part, at any time or times on or
     after the Initial Exercise Date and on or before the Termination Date by
     delivery to the Company of a duly executed facsimile copy of the Notice of
     Exercise Form annexed hereto (or such


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     other office or agency of the Company as it may designate by notice in
     writing to the registered Holder at the address of such Holder appearing on
     the books of the Company); and, within 3 Trading Days of the date said
     Notice of Exercise is delivered to the Company, the Company shall have
     received payment of the aggregate Exercise Price of the shares thereby
     purchased by wire transfer or cashier's check drawn on a United States
     bank. Notwithstanding anything herein to the contrary, the Holder shall not
     be required to physically surrender this Warrant to the Company until the
     Holder has purchased all of the Warrant Shares available hereunder and the
     Warrant has been exercised in full, in which case, the Holder shall
     surrender this Warrant to the Company for cancellation within 3 Trading
     Days of the date the final Notice of Exercise is delivered to the Company.
     Partial exercises of this Warrant resulting in purchases of a portion of
     the total number of Warrant Shares available hereunder shall have the
     effect of lowering the outstanding number of Warrant Shares purchasable
     hereunder in an amount equal to the applicable number of Warrant Shares
     purchased. The Holder and the Company shall maintain records showing the
     number of Warrant Shares purchased and the date of such purchases. The
     Company shall deliver any objection to any Notice of Exercise Form within 2
     Trading Days of receipt of such notice. In the event of any dispute or
     discrepancy, the records of the Holder shall be controlling and
     determinative in the absence of manifest error. The Holder and any
     assignee, by acceptance of this Warrant, acknowledge and agree that, by
     reason of the provisions of this paragraph, following the purchase of a
     portion of the Warrant Shares hereunder, the number of Warrant Shares
     available for purchase hereunder at any given time may be less than the
     amount stated on the face hereof.

          b) Exercise Price. The exercise price per share of the Common Stock
     under this Warrant shall be $2.88, subject to adjustment hereunder (the
     "Exercise Price").

          c) Cashless Exercise. If at any time after one year from the date of
     issuance of this Warrant there is no effective Registration Statement
     registering, or no current prospectus available for, the resale of the
     Warrant Shares by the Holder, then this Warrant may also be exercised at
     such time by means of a "cashless exercise" in which the Holder shall be
     entitled to receive a certificate for the number of Warrant Shares equal to
     the quotient obtained by dividing [(A-B) (X)] by (A), where:

          (A) = the VWAP on the Trading Day immediately preceding the date of
                such election;

          (B) = the Exercise Price of this Warrant, as adjusted; and

          (X) = the number of Warrant Shares issuable upon exercise of this
                Warrant in accordance with the terms of this Warrant by means of
                a cash exercise rather than a cashless exercise.

          Notwithstanding anything herein to the contrary, on the Termination
     Date, this Warrant shall be automatically exercised via cashless exercise
     pursuant to this Section 2(c).


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          d) Holder's Restrictions. The Company shall not effect any exercise of
     this Warrant, and a Holder shall not have the right to exercise any portion
     of this Warrant, pursuant to Section 2(c) or otherwise, to the extent that
     after giving effect to such issuance after exercise as set forth on the
     applicable Notice of Exercise, such Holder (together with such Holder's
     Affiliates, and any other person or entity acting as a group together with
     such Holder or any of such Holder's Affiliates), as set forth on the
     applicable Notice of Exercise, would beneficially own in excess of the
     Beneficial Ownership Limitation (as defined below). For purposes of the
     foregoing sentence, the number of shares of Common Stock beneficially owned
     by such Holder and its Affiliates shall include the number of shares of
     Common Stock issuable upon exercise of this Warrant with respect to which
     such determination is being made, but shall exclude the number of shares of
     Common Stock which would be issuable upon (A) exercise of the remaining,
     nonexercised portion of this Warrant beneficially owned by such Holder or
     any of its Affiliates and (B) exercise or conversion of the unexercised or
     nonconverted portion of any other securities of the Company (including,
     without limitation, any other Warrants) subject to a limitation on
     conversion or exercise analogous to the limitation contained herein
     beneficially owned by such Holder or any of its affiliates. Except as set
     forth in the preceding sentence, for purposes of this Section 2(d)(i),
     beneficial ownership shall be calculated in accordance with Section 13(d)
     of the Exchange Act and the rules and regulations promulgated thereunder,
     it being acknowledged by a Holder that the Company is not representing to
     such Holder that such calculation is in compliance with Section 13(d) of
     the Exchange Act and such Holder is solely responsible for any schedules
     required to be filed in accordance therewith. To the extent that the
     limitation contained in this Section 2(d) applies, the determination of
     whether this Warrant is exercisable (in relation to other securities owned
     by such Holder together with any Affiliates) and of which a portion of this
     Warrant is exercisable shall be in the sole discretion of a Holder, and the
     submission of a Notice of Exercise shall be deemed to be each Holder's
     determination of whether this Warrant is exercisable (in relation to other
     securities owned by such Holder together with any Affiliates) and of which
     portion of this Warrant is exercisable, in each case subject to such
     aggregate percentage limitation, and the Company shall have no obligation
     to verify or confirm the accuracy of such determination. In addition, a
     determination as to any group status as contemplated above shall be
     determined in accordance with Section 13(d) of the Exchange Act and the
     rules and regulations promulgated thereunder. For purposes of this Section
     2(d), in determining the number of outstanding shares of Common Stock, a
     Holder may rely on the number of outstanding shares of Common Stock as
     reflected in (x) the Company's most recent Form 10-Q or Form 10-K, as the
     case may be, (y) a more recent public announcement by the Company or (z)
     any other notice by the Company or the Company's Transfer Agent setting
     forth the number of shares of Common Stock outstanding. Upon the written or
     oral request of a Holder, the Company shall within two Trading Days confirm
     orally and in writing to such Holder the number of shares of Common Stock
     then outstanding. In any case, the number of outstanding shares of Common
     Stock shall be determined after giving effect to the conversion or exercise
     of securities of the Company, including this Warrant, by such Holder or its
     Affiliates since the date as of which such number of outstanding shares of
     Common Stock was reported. The "Beneficial Ownership Limitation" shall be
     4.99% of the number of shares of the


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     Common Stock outstanding immediately after giving effect to the issuance of
     shares of Common Stock issuable upon exercise of this Warrant. The
     Beneficial Ownership Limitation provisions of this Section 2(d)(i) may be
     waived by such Holder, at the election of such Holder, upon not less than
     61 days' prior notice to the Company to change the Beneficial Ownership
     Limitation to 9.99% of the number of shares of the Common Stock outstanding
     immediately after giving effect to the issuance of shares of Common Stock
     upon exercise of this Warrant, and the provisions of this Section 2(d)
     shall continue to apply. Upon such a change by a Holder of the Beneficial
     Ownership Limitation from such 4.99% limitation to such 9.99% limitation,
     the Beneficial Ownership Limitation may not be further waived by such
     Holder. The provisions of this paragraph shall be construed and implemented
     in a manner otherwise than in strict conformity with the terms of this
     Section 2(d)(i) to correct this paragraph (or any portion hereof) which may
     be defective or inconsistent with the intended Beneficial Ownership
     Limitation herein contained or to make changes or supplements necessary or
     desirable to properly give effect to such limitation. The limitations
     contained in this paragraph shall apply to a successor holder of this
     Warrant.

          e) Mechanics of Exercise.

                    i. Authorization of Warrant Shares. The Company covenants
               that all Warrant Shares which may be issued upon the exercise of
               the purchase rights represented by this Warrant will, upon
               exercise of the purchase rights represented by this Warrant, be
               duly authorized, validly issued, fully paid and nonassessable and
               free from all taxes, liens and charges created by the Company in
               respect of the issue thereof (other than taxes in respect of any
               transfer occurring contemporaneously with such issue).

                    ii. Delivery of Certificates Upon Exercise. Certificates for
               shares purchased hereunder shall be transmitted by the transfer
               agent of the Company to the Holder by crediting the account of
               the Holder's prime broker with the Depository Trust Company
               through its Deposit Withdrawal Agent Commission ("DWAC") system
               if the Company is a participant in such system, and otherwise by
               physical delivery to the address specified by the Holder in the
               Notice of Exercise within 3 Trading Days from the delivery to the
               Company of the Notice of Exercise Form, surrender of this Warrant
               (if required) and payment of the aggregate Exercise Price as set
               forth above ("Warrant Share Delivery Date"). This Warrant shall
               be deemed to have been exercised on the date the Exercise Price
               is received by the Company. The Warrant Shares shall be deemed to
               have been issued, and Holder or any other person so designated to
               be named therein shall be deemed to have become a holder of
               record of such shares for all purposes, as of the date the
               Warrant has been exercised by payment to the Company of the
               Exercise Price (or by cashless exercise, if permitted) and all
               taxes required to be paid by the Holder, if any, pursuant to
               Section 2(e)(vii) prior to the issuance of such shares, have been
               paid.


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<PAGE>

                    iii. Delivery of New Warrants Upon Exercise. If this Warrant
               shall have been exercised in part, the Company shall, at the
               request of a Holder and upon surrender of this Warrant
               certificate, at the time of delivery of the certificate or
               certificates representing Warrant Shares, deliver to Holder a new
               Warrant evidencing the rights of Holder to purchase the
               unpurchased Warrant Shares called for by this Warrant, which new
               Warrant shall in all other respects be identical with this
               Warrant.

                    iv. Rescission Rights. If the Company fails to cause its
               transfer agent to transmit to the Holder a certificate or
               certificates representing the Warrant Shares pursuant to this
               Section 2(e)(iv) by the Warrant Share Delivery Date, then the
               Holder will have the right to rescind such exercise.

                    v. Compensation for Buy-In on Failure to Timely Deliver
               Certificates Upon Exercise. In addition to any other rights
               available to the Holder, if the Company fails to cause its
               transfer agent to transmit to the Holder a certificate or
               certificates representing the Warrant Shares pursuant to an
               exercise on or before the Warrant Share Delivery Date, and if
               after such date the Holder is required by its broker to purchase
               (in an open market transaction or otherwise) shares of Common
               Stock to deliver in satisfaction of a sale by the Holder of the
               Warrant Shares which the Holder anticipated receiving upon such
               exercise (a "Buy-In"), then the Company shall (1) pay in cash to
               the Holder the amount by which (x) the Holder's total purchase
               price (including brokerage commissions, if any) for the shares of
               Common Stock so purchased exceeds (y) the amount obtained by
               multiplying (A) the number of Warrant Shares that the Company was
               required to deliver to the Holder in connection with the exercise
               at issue times (B) the price at which the sell order giving rise
               to such purchase obligation was executed, and (2) at the option
               of the Holder, either reinstate the portion of the Warrant and
               equivalent number of Warrant Shares for which such exercise was
               not honored or deliver to the Holder the number of shares of
               Common Stock that would have been issued had the Company timely
               complied with its exercise and delivery obligations hereunder.
               For example, if the Holder purchases Common Stock having a total
               purchase price of $11,000 to cover a Buy-In with respect to an
               attempted exercise of shares of Common Stock with an aggregate
               sale price giving rise to such purchase obligation of $10,000,
               under clause (1) of the immediately preceding sentence the
               Company shall be required to pay the Holder $1,000. The Holder
               shall provide the Company written notice indicating the amounts
               payable to the Holder in respect of the Buy-In and, upon request
               of the Company, evidence of the amount of such loss. Nothing
               herein shall limit a Holder's right to pursue any other remedies
               available to it hereunder, at law or in equity including, without
               limitation, a decree of specific performance and/or injunctive
               relief with respect to the Company's failure to timely deliver
               certificates


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               representing shares of Common Stock upon exercise of the Warrant
               as required pursuant to the terms hereof.

                    vi. No Fractional Shares or Scrip. No fractional shares or
               scrip representing fractional shares shall be issued upon the
               exercise of this Warrant. As to any fraction of a share which
               Holder would otherwise be entitled to purchase upon such
               exercise, the Company shall at its election, either pay a cash
               adjustment in respect of such final fraction in an amount equal
               to such fraction multiplied by the Exercise Price or round up to
               the next whole share.

                    vii. Charges, Taxes and Expenses. Issuance of certificates
               for Warrant Shares shall be made without charge to the Holder for
               any issue or transfer tax or other incidental expense in respect
               of the issuance of such certificate, all of which taxes and
               expenses shall be paid by the Company, and such certificates
               shall be issued in the name of the Holder or in such name or
               names as may be directed by the Holder; provided, however, that
               in the event certificates for Warrant Shares are to be issued in
               a name other than the name of the Holder, this Warrant when
               surrendered for exercise shall be accompanied by the Assignment
               Form attached hereto duly executed by the Holder; and the Company
               may require, as a condition thereto, the payment of a sum
               sufficient to reimburse it for any transfer tax incidental
               thereto.

                    viii. Closing of Books. The Company will not close its
               stockholder books or records in any manner which prevents the
               timely exercise of this Warrant, pursuant to the terms hereof.

          (f) [AS TO SERIES A-2 WARRANTS ONLY] Call Provision. If on or before
     December 31, 2006 (i) the Company enters into a pharmaceutical or biotech
     corporate partnership agreement for territories which include the United
     States with a public company having either (A) a market capitalization on
     such date greater than $350 million or (B) annual product sales for the
     most recent fiscal year of greater than $150 million, which agreement is
     widely disseminated to the public by the Company on or before January 5,
     2007 and (ii) the Company notifies the Holder in writing that, on account
     of the occurrence referenced above, this Warrant is cancelled and of no
     further force or effect, then this Warrant shall be deemed to have been
     terminated and cancelled and have no further force or effect.

     Section 3. Certain Adjustments.

          a) Stock Dividends and Splits. If the Company, at any time while this
     Warrant is outstanding: (A) pays a stock dividend or otherwise make a
     distribution or distributions on shares of its Common Stock or any other
     equity or equity equivalent securities payable in shares of Common Stock
     (which, for avoidance of doubt, shall not include any shares of Common
     Stock issued by the Company upon exercise of this Warrant), (B) subdivides
     outstanding shares of Common Stock into a larger number of


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     shares, (C) combines (including by way of reverse stock split) outstanding
     shares of Common Stock into a smaller number of shares, or (D) issues by
     reclassification of shares of the Common Stock any shares of capital stock
     of the Company, then in each case the Exercise Price shall be multiplied by
     a fraction of which the numerator shall be the number of shares of Common
     Stock (excluding treasury shares, if any) outstanding immediately before
     such event and of which the denominator shall be the number of shares of
     Common Stock outstanding immediately after such event and the number of
     shares issuable upon exercise of this Warrant shall be proportionately
     adjusted. Any adjustment made pursuant to this Section 3(a) shall become
     effective immediately after the record date for the determination of
     stockholders entitled to receive such dividend or distribution and shall
     become effective immediately after the effective date in the case of a
     subdivision, combination or re-classification.

          b) [INTENTIONALLY DELETED].

          c) Subsequent Rights Offerings. Until three years from the date of
     issuance of this Warrant, the Company shall not issue rights, options or
     warrants to all holders of Common Stock (and not to Holders) entitling them
     to subscribe for or purchase shares of Common Stock without the consent of
     the Holder.

          d) Pro Rata Distributions. Until three years from the date of issuance
     of this Warrant, the Company shall not distribute to all holders of Common
     Stock (and not to Holders of the Warrants) evidences of its indebtedness or
     assets (including cash and cash dividends) or rights or warrants to
     subscribe for or purchase any security other than the Common Stock (which
     shall be subject to Section 3(b)).

          e) Fundamental Transaction. If, at any time while this Warrant is
     outstanding, (A) the Company effects any merger or consolidation of the
     Company with or into another Person, (B) the Company effects any sale of
     all or substantially all of its assets in one or a series of related
     transactions, (C) any tender offer or exchange offer (whether by the
     Company or another Person) is completed pursuant to which holders of Common
     Stock are permitted to tender or exchange their shares for other
     securities, cash or property, or (D) the Company effects any
     reclassification of the Common Stock or any compulsory share exchange
     pursuant to which the Common Stock is effectively converted into or
     exchanged for other securities, cash or property (in any such case, a
     "Fundamental Transaction"), then, upon any subsequent exercise of this
     Warrant, the Holder shall have the right to receive, for each Warrant Share
     that would have been issuable upon such exercise immediately prior to the
     occurrence of such Fundamental Transaction, at the option of the Holder,
     (a) upon exercise of this Warrant, the number of shares of Common Stock of
     the successor or acquiring corporation or of the Company, if it is the
     surviving corporation, and any additional consideration (the "Alternate
     Consideration") receivable upon or as a result of such reorganization,
     reclassification, merger, consolidation or disposition of assets by a
     Holder of the number of shares of Common Stock for which this Warrant is
     exercisable immediately prior to such event or (b) if the Company is
     acquired in an all cash transaction, cash equal to the value of this
     Warrant as determined in accordance with the Black-Scholes option pricing
     formula. For purposes of any such exercise, the determination of the
     Exercise Price shall be


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     appropriately adjusted to apply to such Alternate Consideration based on
     the amount of Alternate Consideration issuable in respect of one share of
     Common Stock in such Fundamental Transaction, and the Company shall
     apportion the Exercise Price among the Alternate Consideration in a
     reasonable manner reflecting the relative value of any different components
     of the Alternate Consideration. If holders of Common Stock are given any
     choice as to the securities, cash or property to be received in a
     Fundamental Transaction, then the Holder shall be given the same choice as
     to the Alternate Consideration it receives upon any exercise of this
     Warrant following such Fundamental Transaction. To the extent necessary to
     effectuate the foregoing provisions, any successor to the Company or
     surviving entity in such Fundamental Transaction shall issue to the Holder
     a new warrant consistent with the foregoing provisions and evidencing the
     Holder's right to exercise such warrant into Alternate Consideration. The
     terms of any agreement pursuant to which a Fundamental Transaction is
     effected shall include terms requiring any such successor or surviving
     entity to comply with the provisions of this Section 3(e) and insuring that
     this Warrant (or any such replacement security) will be similarly adjusted
     upon any subsequent transaction analogous to a Fundamental Transaction.

          f) Calculations. All calculations under this Section 3 shall be made
     to the nearest cent or the nearest 1/100th of a share, as the case may be.
     For purposes of this Section 3, the number of shares of Common Stock deemed
     to be issued and outstanding as of a given date shall be the sum of the
     number of shares of Common Stock (excluding treasury shares, if any) issued
     and outstanding.

          g) [INTENTIONALLY DELETED].

          h) Notice to Holders.

                    i. Adjustment to Exercise Price. Whenever the Exercise Price
               is adjusted pursuant to any provision of this Section 3, the
               Company shall promptly mail to each Holder a notice setting forth
               the Exercise Price after such adjustment and setting forth a
               brief statement of the facts requiring such adjustment.

                    ii. Notice to Allow Exercise by Holder. If (A) the Company
               shall declare a dividend (or any other distribution in whatever
               form) on the Common Stock; (B) the Company shall declare a
               special nonrecurring cash dividend on or a redemption of the
               Common Stock; (C) the Company shall authorize the granting to all
               holders of the Common Stock rights or warrants to subscribe for
               or purchase any shares of capital stock of any class or of any
               rights; (D) the approval of any stockholders of the Company shall
               be required in connection with any reclassification of the Common
               Stock, any consolidation or merger to which the Company is a
               party, any sale or transfer of all or substantially all of the
               assets of the Company, of any compulsory share exchange whereby
               the Common Stock is converted into other securities, cash or
               property; (E) the Company shall authorize the voluntary or
               involuntary dissolution, liquidation or winding


                                       8

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               up of the affairs of the Company; then, in each case, the Company
               shall cause to be mailed to the Holder at its last address as it
               shall appear upon the Warrant Register of the Company, at least
               20 calendar days prior to the applicable record or effective date
               hereinafter specified, a notice stating (x) the date on which a
               record is to be taken for the purpose of such dividend,
               distribution, redemption, rights or warrants, or if a record is
               not to be taken, the date as of which the holders of the Common
               Stock of record to be entitled to such dividend, distributions,
               redemption, rights or warrants are to be determined or (y) the
               date on which such reclassification, consolidation, merger, sale,
               transfer or share exchange is expected to become effective or
               close, and the date as of which it is expected that holders of
               the Common Stock of record shall be entitled to exchange their
               shares of the Common Stock for securities, cash or other property
               deliverable upon such reclassification, consolidation, merger,
               sale, transfer or share exchange; provided that the failure to
               mail such notice or any defect therein or in the mailing thereof
               shall not affect the validity of the corporate action required to
               be specified in such notice. The Holder will be entitled to
               exercise this Warrant during the 20-day period commencing on the
               date of such notice to the effective date of the event triggering
               such notice, provided that this Warrant is otherwise exercisable.

     Section 4. Transfer of Warrant.

          a) Transferability. Subject to compliance with any applicable
     securities laws and the conditions set forth in Section 4(d) hereof and to
     the provisions of Section 4.1 of the Purchase Agreement, this Warrant and
     all rights hereunder (including, without limitation, any registration
     rights) are transferable, in whole or in part, upon surrender of this
     Warrant at the principal office of the Company or its designated agent,
     together with a written assignment of this Warrant substantially in the
     form attached hereto duly executed by the Holder or its agent or attorney
     and funds sufficient to pay any transfer taxes payable upon the making of
     such transfer. Upon such surrender and, if required, such payment, the
     Company shall execute and deliver a new Warrant or Warrants in the name of
     the assignee or assignees and in the denomination or denominations
     specified in such instrument of assignment, and shall issue to the assignor
     a new Warrant evidencing the portion of this Warrant not so assigned, and
     this Warrant shall promptly be cancelled. A Warrant, if properly assigned,
     may be exercised by a new holder for the purchase of Warrant Shares without
     having a new Warrant issued.

          b) New Warrants. This Warrant may be divided or combined with other
     Warrants upon presentation hereof at the aforesaid office of the Company,
     together with a written notice specifying the names and denominations in
     which new Warrants are to be issued, signed by the Holder or its agent or
     attorney. Subject to compliance with Section 4(a), as to any transfer which
     may be involved in such division or combination, the Company shall execute
     and deliver a new Warrant or Warrants in exchange for the Warrant or
     Warrants to be divided or combined in accordance with such notice.


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<PAGE>

          c) Warrant Register. The Company shall register this Warrant, upon
     records to be maintained by the Company for that purpose (the "Warrant
     Register"), in the name of the record Holder hereof from time to time. The
     Company may deem and treat the registered Holder of this Warrant as the
     absolute owner hereof for the purpose of any exercise hereof or any
     distribution to the Holder, and for all other purposes, absent actual
     notice to the contrary.

          d) Transfer Restrictions. If, at the time of the surrender of this
     Warrant in connection with any transfer of this Warrant, the transfer of
     this Warrant shall not be registered pursuant to an effective registration
     statement under the Securities Act and under applicable state securities or
     blue sky laws, the Company may require, as a condition of allowing such
     transfer (i) that the Holder or transferee of this Warrant, as the case may
     be, furnish to the Company a written opinion of counsel (which opinion
     shall be in form, substance and scope customary for opinions of counsel in
     comparable transactions) to the effect that such transfer may be made
     without registration under the Securities Act and under applicable state
     securities or blue sky laws, (ii) that the holder or transferee execute and
     deliver to the Company an investment letter in form and substance
     acceptable to the Company and (iii) that the transferee be an "accredited
     investor" as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8)
     promulgated under the Securities Act or a "qualified institutional buyer"
     as defined in Rule 144A(a) under the Securities Act.

     Section 5. Miscellaneous.

          a) No Rights as Shareholder Until Exercise. This Warrant does not
     entitle the Holder to any voting rights or other rights as a shareholder of
     the Company prior to the exercise hereof as set forth in Section 2(e)(ii).

          b) Loss, Theft, Destruction or Mutilation of Warrant. The Company
     covenants that upon receipt by the Company of evidence reasonably
     satisfactory to it of the loss, theft, destruction or mutilation of this
     Warrant or any stock certificate relating to the Warrant Shares, and in
     case of loss, theft or destruction, of indemnity or security reasonably
     satisfactory to it (which, in the case of the Warrant, shall not include
     the posting of any bond), and upon surrender and cancellation of such
     Warrant or stock certificate, if mutilated, the Company will make and
     deliver a new Warrant or stock certificate of like tenor and dated as of
     such cancellation, in lieu of such Warrant or stock certificate.

          c) Saturdays, Sundays, Holidays, etc. If the last or appointed day for
     the taking of any action or the expiration of any right required or granted
     herein shall not be a Business Day, then such action may be taken or such
     right may be exercised on the next succeeding Business Day.

          d) Authorized Shares.

          The Company covenants that during the period the Warrant is
     outstanding, it will reserve from its authorized and unissued Common Stock
     a sufficient


                                       10

<PAGE>

     number of shares to provide for the issuance of the Warrant Shares upon the
     exercise of any purchase rights under this Warrant. The Company further
     covenants that its issuance of this Warrant shall constitute full authority
     to its officers who are charged with the duty of executing stock
     certificates to execute and issue the necessary certificates for the
     Warrant Shares upon the exercise of the purchase rights under this Warrant.
     The Company will take all such reasonable action as may be necessary to
     assure that such Warrant Shares may be issued as provided herein without
     violation of any applicable law or regulation, or of any requirements of
     the Trading Market upon which the Common Stock may be listed.

          Except and to the extent as waived or consented to by the Holder, the
     Company shall not by any action, including, without limitation, amending
     its certificate of incorporation or through any reorganization, transfer of
     assets, consolidation, merger, dissolution, issue or sale of securities or
     any other voluntary action, avoid or seek to avoid the observance or
     performance of any of the terms of this Warrant, but will at all times in
     good faith assist in the carrying out of all such terms and in the taking
     of all such actions as may be necessary or appropriate to protect the
     rights of Holder as set forth in this Warrant against impairment. Without
     limiting the generality of the foregoing, the Company will (a) not increase
     the par value of any Warrant Shares above the amount payable therefor upon
     such exercise immediately prior to such increase in par value, (b) take all
     such action as may be necessary or appropriate in order that the Company
     may validly and legally issue fully paid and nonassessable Warrant Shares
     upon the exercise of this Warrant, and (c) use commercially reasonable
     efforts to obtain all such authorizations, exemptions or consents from any
     public regulatory body having jurisdiction thereof as may be necessary to
     enable the Company to perform its obligations under this Warrant.

          Before taking any action which would result in an adjustment in the
     number of Warrant Shares for which this Warrant is exercisable or in the
     Exercise Price, the Company shall obtain all such authorizations or
     exemptions thereof, or consents thereto, as may be necessary from any
     public regulatory body or bodies having jurisdiction thereof.

          e) Jurisdiction. All questions concerning the construction, validity,
     enforcement and interpretation of this Warrant shall be determined in
     accordance with the provisions of the Purchase Agreement.

          f) Restrictions. The Holder acknowledges that the Warrant Shares
     acquired upon the exercise of this Warrant, if not registered, will have
     restrictions upon resale imposed by state and federal securities laws.

          g) Nonwaiver and Expenses. No course of dealing or any delay or
     failure to exercise any right hereunder on the part of Holder shall operate
     as a waiver of such right or otherwise prejudice Holder's rights, powers or
     remedies, notwithstanding the fact that all rights hereunder terminate on
     the Termination Date. If the Company willfully and


                                       11

<PAGE>

     knowingly fails to comply with any provision of this Warrant, which results
     in any material damages to the Holder, the Company shall pay to Holder such
     amounts as shall be sufficient to cover any costs and expenses including,
     but not limited to, reasonable attorneys' fees, including those of
     appellate proceedings, incurred by Holder in collecting any amounts due
     pursuant hereto or in otherwise enforcing any of its rights, powers or
     remedies hereunder.

          h) Notices. Any notice, request or other document required or
     permitted to be given or delivered to the Holder by the Company shall be
     delivered in accordance with the notice provisions of the Purchase
     Agreement.

          i) Limitation of Liability. No provision hereof, in the absence of any
     affirmative action by Holder to exercise this Warrant to purchase Warrant
     Shares, and no enumeration herein of the rights or privileges of Holder,
     shall give rise to any liability of Holder for the purchase price of any
     Common Stock or as a stockholder of the Company, whether such liability is
     asserted by the Company or by creditors of the Company.

          j) Remedies. Holder, in addition to being entitled to exercise all
     rights granted by law, including recovery of damages, will be entitled to
     specific performance of its rights under this Warrant. The Company agrees
     that monetary damages would not be adequate compensation for any loss
     incurred by reason of a breach by it of the provisions of this Warrant and
     hereby agrees to waive and not to assert the defense in any action for
     specific performance that a remedy at law would be adequate.

          k) Successors and Assigns. Subject to applicable securities laws, this
     Warrant and the rights and obligations evidenced hereby shall inure to the
     benefit of and be binding upon the successors of the Company and the
     successors and permitted assigns of Holder. The provisions of this Warrant
     are intended to be for the benefit of all Holders from time to time of this
     Warrant and shall be enforceable by any such Holder or holder of Warrant
     Shares.

          l) Amendment. This Warrant may be modified or amended or the
     provisions hereof waived with the written consent of the Company and the
     Holder.

          m) Severability. Wherever possible, each provision of this Warrant
     shall be interpreted in such manner as to be effective and valid under
     applicable law, but if any provision of this Warrant shall be prohibited by
     or invalid under applicable law, such provision shall be ineffective to the
     extent of such prohibition or invalidity, without invalidating the
     remainder of such provisions or the remaining provisions of this Warrant.

          n) Headings. The headings used in this Warrant are for the convenience
     of reference only and shall not, for any purpose, be deemed a part of this
     Warrant.

                              ********************


                                       12

<PAGE>

          IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its officer thereunto duly authorized.

Dated: July __, 2006

                                       ALFACELL CORPORATION


                                       By:
                                           -------------------------------------
                                       Name:
                                             -----------------------------------
                                       Title:
                                              ----------------------------------


                                       13

<PAGE>

                      NOTICE OF EXERCISE OF A-1/A-2 WARRANT

TO: ALFACELL CORPORATION

          (1) The undersigned hereby elects to purchase ________ Warrant Shares
of the Company pursuant to the terms of the attached Warrant (only if exercised
in full), and tenders herewith payment of the exercise price in full, together
with all applicable transfer taxes, if any.

          (2) Payment shall take the form of (check applicable box):

               [ ]  in lawful money of the United States; or

               [ ]  [if permitted] the cancellation of such number of Warrant
                    Shares as is necessary, in accordance with the formula set
                    forth in subsection 2(c), to exercise this Warrant with
                    respect to the maximum number of Warrant Shares purchasable
                    pursuant to the cashless exercise procedure set forth in
                    subsection 2(c).

          (3) Please issue a certificate or certificates representing said
Warrant Shares in the name of the undersigned or in such other name as is
specified below:

              ___________________________________

The Warrant Shares shall be delivered to the following DWAC Account Number or by
physical delivery of a certificate to:

              ___________________________________

              ___________________________________

              ___________________________________


          (4) Accredited Investor. The undersigned is an "accredited investor"
as defined in Regulation D promulgated under the Securities Act of 1933, as
amended.

[SIGNATURE OF HOLDER]

Name of Investing Entity:
                          ------------------------------------------------------


Signature of Authorized Signatory of Investing Entity:
                                                        ------------------------
Name of Authorized Signatory:
                              --------------------------------------------------
Title of Authorized Signatory:
                               -------------------------------------------------
Date:
      --------------------------------------------------------------------------

<PAGE>

                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)

          FOR VALUE RECEIVED, [____] all of or [_______] shares of the foregoing
Warrant and all rights evidenced thereby are hereby assigned to


_______________________________________________ whose address is

__________________________________________________________________.

__________________________________________________________________

                                        Dated:               ,
                                               --------------  -------


                                        Holder's Signature:
                                                            --------------------
                                        Holder's Address:
                                                          ----------------------

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


Signature Guaranteed:
                      -----------------------

NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.