Exhibit 10.21


                              ALFACELL CORPORATION
                             PURCHASE AGREEMENT FOR
                             COMMON STOCK & WARRANTS

Alfacell Corporation
225 Belleville Avenue
Bloomfield, New Jersey 07003

Attention:  Kuslima Shogen, Chairman
            and Chief Executive Officer

Dear Ms. Shogen:

     The undersigned  acknowledges that there is no minimum proceeds requirement
for  the  closing  of  this  Offering,   the  Company  may  close  only  on  the
undersigned's  investment  and such  investment  may be  inadequate  to meet the
Company's cash requirements. The Company intends to utilize the proceeds of this
Offering for research and development and general corporate purposes.

     The undersigned  hereby subscribes to purchase  _________ units at $_______
per unit (the  "Units").  Each Unit  consists of two (2) shares of Common Stock,
$.001 par value per share (the  "Shares")  of Alfacell  Corporation,  a Delaware
corporation  (the  "Company")  one  (1)  three-year   warrant  (the  "Three-Year
Warrants") and one (1) five-year warrant (the "Five-Year Warrants").  The Three-
Year Warrants and the Five-Year  Warrants  (hereinafter  sometimes  collectively
referred to as the "Warrants") are exercisable  into one (1) Share (the "Warrant
Shares").  The Shares,  the Warrants and the Warrant  Shares are being sold in a
transaction  exempt  from  registration  under the  Securities  Act of 1933,  as
amended (the "Act"). The Three-Year  Warrants and the Five-Year Warrants will be
issued pursuant to a Warrant  Agreement in the form attached hereto as Exhibit A
and  Exhibit B,  respectively  executed  by the  Company  for the benefit of the
undersigned.  The Three-Year  Warrants will be exercisable at $_____ for a three
(3) year period  commencing  three months  after its issuance and the  Five-Year
Warrants  will be  exercisable  at $_____  per share for a five (5) year  period
commencing  three months after its issuance.  The undersigned  tenders  herewith
$___________ in full payment of the purchase price for the ____________ Units to
which the undersigned  subscribes (in the manner indicated on the signature page
hereof.)

     The undersigned  understands  that the right to transfer all or any part of
the  Shares,  the  Warrants  and  the  Warrant  Shares  (hereinafter   sometimes
collectively   referred  to  as  the  "Securities")  will  be  restricted.   The
undersigned may not transfer the Securities unless they are registered under the
Act and  applicable  state  securities or "blue sky" laws, or an exemption  from
such  registration  is available.  The  undersigned  recognizes that the Company
shall have no obligation to register the Securities, except as set forth herein.

The undersigned hereby represents, warrants and covenant that:

     1. The  undersigned  is acquiring the Shares and the Warrants,  and at such
time as the undersigned may exercise the Warrants,  the Warrant Shares,  for the
undersigned's   own  account  for   investment  and  not  with  a  view  towards
distribution. The undersigned will not sell, hypothecate,  transfer or otherwise
dispose of the Securities  unless such transaction has been registered under the
Act  or,  in  the  opinion  of  counsel  for  the  Company,  an  exemption  from
registration is available.

                                      - 1 -

<PAGE>



     2. (i) Please check here if the representation  contained in this paragraph
2(i) is applicable to the undersigned  _________.  (A)If an individual,  (a) the
undersigned's  individual  net worth or joint net worth  with the  undersigned's
spouse  exceeds  $1,000,000  as of the  date  hereof,  or (b) the  undersigned's
individual income has been in excess of $200,000 in each of 1998 and 1997 and is
expected  to be in excess of  $200,000 in 1999,  or (c)the  undersigned's  joint
income with the  undersigned's  spouse has been in excess of $300,000 in each of
1998 and 1997 and is expected  to be in excess of $300,000 in 1999;  or (B) if a
corporation,  partnership, or other entity, the foregoing representation applies
to all of the equity owners of the corporation, partnership, or entity.

          (ii) If a  corporation,  partnership,  or  other  entity,  was  such a
corporation,  partnership,  or other entity  formed for the specific  purpose of
acquiring the Shares? _____Yes _____ No

          (iii) If the answer to 2(ii) is yes,  how many equity  owners does the
corporation partnership or entity have? _____

     3.  Whether  or  not  the  representation  contained  in  paragraph  2(i)is
applicable to the  undersigned,  the undersigned has adequate means of providing
for the undersigned's  current needs and possible  contingencies and has no need
for  liquidity  of the  Securities.  The  undersigned's  overall  commitment  to
investments  is  not  disproportionate  to  the  undersigned's  net  worth,  and
acquisition of the Securities  will not cause such overall  commitment to become
excessive.  Prior to the execution hereof,  the undersigned has received and had
the  opportunity to review,  examine and read all  documents,  records and books
pertaining to this  investment,  including  the Company's  Annual Report on Form
10-K for the fiscal year ended July 31, 1999 (the "Disclosure Documents").

     4. The  undersigned  is  knowledgeable  and  experienced  in financial  and
business matters. The undersigned  recognizes and is fully cognizant of the fact
that the  investment  contemplated  hereby  involves a high degree of risk.  The
undersigned  is able to evaluate  the merits and risks of an  investment  in the
Securities.  The  undersigned has been given an opportunity to ask questions of,
and receive answers and obtain information from,  representatives of the Company
concerning the Company.

     5. The  undersigned  has been given no oral or written  representations  or
assurances  by the Company or any other person  acting or  purporting  to act on
behalf of the Company in connection with the  acquisition of the Securities,  in
each case except as provided herein or in the Disclosure Documents.

     6. The undersigned  understands and  specifically  acknowledges  and agrees
that  since  the  Securities  have  not  been  registered  under  the  Act,  the
certificates representing the Securities will bear a legend to such effect and a
stop transfer order will be placed on the  Securities in the Company's  transfer
books.

     7. By its acceptance hereof, the Company shall use its best efforts to file
a  registration  statement  (the  "Registration  Statement")  under  the  Act to
register the resale of the Shares and the Warrant  Shares.  The Company  further
agrees to use its best  efforts to cause such  Registration  Statement to become
effective.

     In  connection  with the  Registration  Statement,  the  undersigned  shall
provide the Company,  from time to time, as reasonably requested by the Company,
written information concerning its ownership of the Company's Securities,  their
intentions concerning the sale of its Shares and Warrant Shares and such other

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matters as are  required  in order to enable the  Company to  prepare,  file and
obtain the effectiveness of such Registration Statement.  Notwithstanding any of
the foregoing,  the Company shall not be required to maintain the  effectiveness
of the  Registration  Statement  for more than two (2) years  after the  initial
effective date thereof.

     In connection with any such registration of Shares and Warrant Shares,  the
Company shall supply a reasonable number of prospectuses to the undersigned, use
its best  efforts to qualify the Shares and  Warrants  for sale in the states of
New York and New  Jersey  and  furnish  indemnification  in the manner set forth
below.

     The Company shall bear the entire cost and expense of any such registration
hereunder. Notwithstanding the foregoing, the undersigned shall bear the fees of
all persons  retained by it, such as counsel and  accountants,  and any transfer
taxes or  underwriting  discounts or  commissions  applicable  to the Shares and
Warrant Shares sold by it pursuant to the Registration Statement.

     The Company  shall  indemnify  and hold  harmless each holder of Shares and
Warrant Shares that are registered  pursuant to the  Registration  Statement and
each  underwriter,  within the meaning of the Act, who may purchase from or sell
for any such holder any such Shares or Warrant  Shares and each person,  if any,
who controls any such holder or underwriter  within the meaning of the Act, from
and against any and all losses,  claims,  damages and liabilities  caused by any
untrue statement of a material fact contained in the  Registration  Statement or
any post-effective amendment thereto or any prospectus included therein required
to be filed or  furnished in  connection  therewith or caused by any omission to
state therein a material fact required to be stated therein in order to make the
statements  made therein,  in light of the  circumstances  under which they were
made,  not  misleading,  except  insofar  as such  losses,  claims,  damages  or
liabilities  are caused by any such  untrue  statement  or  omission  based upon
information  furnished  or required to be furnished in writing to the Company by
such holder or underwriter  expressly for use therein;  provided,  however, that
such holder or underwriter  shall  indemnify the Company,  its  directors,  each
officer signing the Registration Statement and each person, if any, who controls
the Company  within the meaning of the Act, from and against any and all losses,
claims,  damages and  liabilities  caused by any untrue  statement of a material
fact contained in any  Registration  Statement or any  post-effective  amendment
thereto or any  prospectus  included  therein  required to be filed or furnished
pursuant  thereto or caused by any  omission  to state  therein a material  fact
required to be stated therein in order to make the statements  made therein,  in
light of the circumstances  under which they were made, not misleading,  insofar
as such  losses,  claims,  damages  or  liabilities  are  caused  by any  untrue
statement or omission based upon information furnished in writing to the Company
by any such holder or underwriter expressly for use therein.

     If the  indemnification  provided  for herein from either the holder of the
Shares and Warrant Shares or the Company is unavailable to an indemnified  party
(the  "Indemnitee")  hereunder  in respect  of any  losses,  claims,  damages or
liabilities (or actions in respect thereof)  referred to herein,  then the party
responsible for such indemnification (the "Indemnitor"), in lieu of indemnifying
the Indemnitee, shall contribute to the amount paid or payable by the Indemnitee
as a result of such losses, claims, damages or liabilities in such proportion as
is appropriate to reflect the relative fault of the Indemnitor and Indemnitee in
connection  with the actions which resulted in such losses,  claims,  damages or
liabilities  (including legal or other fees and expenses  reasonably incurred in
connection with any  investigation or proceeding) as well as any other equitable
considerations.


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<PAGE>


     If  indemnification  is available,  the  Indemnitor  shall  indemnify  each
Indemnitee to the full extent provided for herein without regard to the relative
fault of the  Indemnitor,  the Indemnitee or any other  equitable  consideration
provided for hereunder.

     After the Registration  Statement  becomes effective and in connection with
the sale of the Shares and Warrant Shares under such Registration Statement, the
undersigned  shall take such steps as may be  necessary to ensure that the offer
and  sale  thereof  are in  compliance  with  the  requirements  of the  federal
securities  laws,  including,  but not  limited  to,  compliance  with the anti-
manipulation requirements of the Securities Exchange Act of 1934, as amended.


     By  its  acceptance  hereof,  the  Company  hereby  acknowledges  that  the
foregoing  accurately  reflects its  understanding  concerning  the  transaction
contemplated hereby.

                                             Very truly yours,

                                            -----------------------------------
                                                         (Signature)

                                            -----------------------------------
                                                  Please type or print name
                                                  (and title if applicable)

                                            Name & Address (as it should appear
                                            on certificates):

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

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

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

                                            ------------------------------------
                                                   Social Security Number or
                                               Taxpayer Identification Number

                                            (H)___________________(W)___________
                                                     Telephone Number

                                            ------------------------------------
                                                        As of Date

                                            ------------------------------------
                                                       Number of Units

                                            ------------------------------------
                                                    Amount of Subscription
                                                       (U.S. Dollars)


ACCEPTED AND AGREED:                        Deliver to Address: (if
ALFACELL CORPORATION                        different from above)

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

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



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                                    Exhibit A

     WARRANT TO PURCHASE  _____________  SHARES OF COMMON  STOCK VOID AFTER 5:00
p.m. NEW JERSEY TIME, ON _______________.  THIS WARRANT AND THE SHARES OF COMMON
STOCK  ISSUABLE  UPON THE  EXERCISE  HEREOF  HAVE  BEEN AND  WILL BE  ISSUED  IN
TRANSACTIONS WHICH HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED  (THE  "ACT"),  OR UNDER ANY  STATE  SECURITIES  OR BLUE SKY LAWS.  THIS
WARRANT AND SUCH SHARES MAY NOT BE SOLD, TRANSFERRED,  PLEDGED,  HYPOTHECATED OR
OTHERWISE  DISPOSED  OF, IN WHOLE OR IN PART,  IN THE  ABSENCE  OF AN  EFFECTIVE
REGISTRATION  STATEMENT UNDER THE ACT AND APPLICABLE STATE LAW, OR AN OPINION OF
COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


NO.                                                                      SHARES
---                                                                      ------

                              ALFACELL CORPORATION

     This certifies  that, for value  received,  _________________________,  the
registered  holder  hereof or  assigns  (the  "Warrantholder")  is  entitled  to
purchase from Alfacell Corporation,  a Delaware corporation (the "Company"),  at
any time on and after  _____________,  and before 5:00 p.m., New Jersey time, on
_____________  (the  "Termination  Date"),  at the purchase  price of $_____ per
share (the "Exercise  Price"),  the number of shares of Common Stock,  par value
$.001 per share,  of the  Company  set forth above (the  "Warrant  Stock").  The
number of shares of Warrant Stock,  the Termination  Date and the Exercise Price
per share of this Warrant  shall be subject to  adjustment  from time to time as
set forth below.

SECTION I.      TRANSFER OR EXCHANGE OF WARRANT.

     The Company  shall be entitled to treat the  Warrantholder  as the owner in
fact hereof for all purposes and shall not be bound to recognize  any  equitable
or other claim to or interest in this  Warrant on the part of any other  person.
This Warrant shall be transferable only on the books of the Company,  maintained
at its principal office upon delivery of this Warrant  Certificate duly endorsed
by the Warrantholder or by his duly authorized  attorney or  representative,  or
accompanied  by proper  evidence  of  succession,  assignment  or  authority  to
transfer.  Upon any  registration  of transfer,  the Company shall deliver a new
Warrant Certificate or Certificates to the persons entitled thereto.

SECTION II.     TERM OF WARRANT; EXERCISE OF WARRANTS.

     A.  Termination.  The  Company  may,  in its sole  discretion,  extend  the
Termination Date with respect to the exercise of this Warrant upon notice to the
Warrantholder. As used herein, "Termination Date" shall be deemed to include any
such extensions.

     B.  Exercise.  This Warrant shall be exercised by surrender to the Company,
at its principal office, of this Warrant Certificate, together with the Purchase
Form attached hereto duly completed and signed,  and upon payment to the Company
of the Exercise Price for the number of shares of Warrant Stock in


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<PAGE>



respect  of which  this  Warrant is then  exercised.  Payment  of the  aggregate
Exercise Price shall be made in cash or by certified or official bank check.

     C. Warrant Certificate.  Subject to Section III hereof, upon such surrender
of this Warrant Certificate and payment of the Exercise Price as aforesaid,  the
Company  shall issue and cause to be delivered  to or upon the written  order of
the Warrantholder a certificate or certificates for the number of full shares of
Warrant  Stock so purchased  upon the exercise of such  Warrant,  together  with
cash, as provided in Section VI hereof,  in respect of any fractional  shares of
Warrant  Stock  otherwise  issuable upon such  surrender.  Such  certificate  or
certificates  representing the Warrant Stock shall be deemed to have been issued
and any person so  designated to be named therein shall be deemed to have become
a holder of record of such shares of Warrant  Stock as of the date of receipt by
the Company of this Warrant  Certificate  and payment of the  Exercise  Price as
aforesaid;  provided, however, that if, at the date of surrender of this Warrant
Certificate  and  payment of the  Exercise  Price,  the  transfer  books for the
Warrant  Stock or other  class of stock  purchasable  upon the  exercise of this
Warrant  shall be closed,  the  certificate  or  certificates  for the shares of
Warrant Stock in respect of which this Warrant is then exercised shall be deemed
issuable as of the date on which such books shall next be opened (whether before
or after the Termination Date) and until such date the Company shall be under no
duty to deliver  any  certificate  for such  shares of Warrant  Stock;  provided
further,  however,  that the transfer books of record, unless otherwise required
by law, shall not be closed at any one time for a period longer than twenty (20)
days. The rights of purchase  represented by this Warrant shall be  exercisable,
at the  election  of the  Warrantholder,  either in full or from time to time in
part,  and, in the event that this Warrant is exercised in respect of fewer than
all of the shares of Warrant  Stock  purchasable  on such  exercise  at any time
prior  to  the  Termination  Date,  a new  Warrant  Certificate  evidencing  the
remaining Warrant or Warrants will be issued,  and the Company shall deliver the
new Warrant  Certificate  or  Certificates  pursuant to the  provisions  of this
Section.

SECTION III.    PAYMENT OF TAXES.

     The Company will pay all documentary  stamp taxes, if any,  attributable to
the initial  issuance of the shares of Warrant  Stock upon the  exercise of this
Warrant;  provided,  however,  that the Warrantholder shall pay any tax or taxes
which  may be  payable  in  respect  of any  transfer  involved  in the issue or
delivery of Warrant  Certificates or the  certificates for the shares of Warrant
Stock in a name  other than that of the  Warrantholder  in respect of which this
Warrant or shares of Warrant Stock are issued.

SECTION IV.     MUTILATED OR MISSING WARRANT CERTIFICATES.

     In case  this  Warrant  Certificate  shall be  mutilated,  lost,  stolen or
destroyed,  the Company shall,  at the request of the  Warrantholder,  issue and
deliver,  in  exchange  and  substitution  for  and  upon  cancellation  of this
certificate if mutilated, or in lieu of and in substitution for this certificate
if lost,  stolen or  destroyed,  a new  Warrant  Certificate  of like  tenor and
representing an equivalent right or interest,  but only upon receipt of evidence
satisfactory  to the Company of such loss,  theft or destruction of this Warrant
Certificate and indemnity, if requested, also satisfactory to the Company.



                                      - 6 -

<PAGE>


SECTION V.      RESERVATION OF SHARES OF WARRANT STOCK.

     There has been  reserved,  and the Company shall at all times keep reserved
so long as this Warrant remains outstanding,  out of its authorized Common Stock
a number of shares of Common Stock sufficient to provide for the exercise of the
rights of purchase  represented  by this  Warrant.  The  transfer  agent for the
Common Stock and every subsequent transfer agent for any shares of the Company's
capital  stock  issuable  upon the exercise of this Warrant will be  irrevocably
authorized and directed at all times to reserve such number of authorized shares
as shall be requisite for such purpose.

SECTION VI.     FRACTIONAL SHARES.

     No  fractional  shares or scrip  representing  fractional  shares  shall be
issued upon the  exercise of this  Warrant.  With  respect to any  fraction of a
share called for upon the exercise of this Warrant, the Company shall pay to the
Warrantholder an amount in cash equal to such fraction multiplied by the current
market price of such fractional share. "Market Price", as of any date means, (i)
the last  reported  sale price for the shares of Common Stock as reported by the
National  Association of Securities Dealers Automated  Quotation National Market
System,  ("NASDAQ-NMS"),  (ii) the  closing  bid price for the  shares of Common
Stock as reported by the National  Association of Securities  Dealers  Automated
Quotation  System  ("NASDAQ") if the shares are not traded on NASDAQ-NMS,  (iii)
the average of the closing bid and closing  asked  prices of the Common Stock as
reported  by the  National  Quotations  Bureau if the  shares  are not traded on
NASDAQ;  (iv) the last  reported  sale price,  if the shares of Common Stock are
listed  on a  national  securities  exchange  or (v) if market  value  cannot be
calculated as of such date on any of the foregoing  basis, the fair market price
determined  by the Board of  Directors of the  Company,  acting with  reasonable
business judgment.

SECTION VII.    EXERCISE PRICE; ANTI-DILUTION PROVISIONS.

     A. Exercise  Price.  The shares of Warrant Stock shall be purchasable  upon
the exercise of this Warrant,  at a price of $_____ per share.  The Company may,
in its sole discretion,  reduce the Exercise Price applicable to the exercise of
this Warrant upon notice to the Warrantholder.  As used herein, "Exercise Price"
shall be deemed to include any such reduction.

      If the Company shall at any time issue Common Stock by way of dividend or
other distribution on any stock of the Company or effect a stock split or
reverse stock split of the outstanding shares of Common Stock, the Exercise
Price shall be proportionately decreased in the case of such issuance (on the
day following the date fixed for determining stockholders entitled to receive
such dividend or other distribution or such stock split) or increased in the
case of such reverse stock split (on the date that such reverse stock split
shall become effective), by multiplying the Exercise Price in effect immediately
prior to the stock dividend or other distribution, stock split or reverse stock
split by a fraction, the numerator of which is the number of shares of Common
Stock outstanding immediately prior to such stock dividend or other
distribution, stock split or reverse stock split, and the denominator of which
is the number of shares of Common Stock outstanding immediately after such stock
dividend or other distribution, stock split or reverse stock split.



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<PAGE>


     B. No  Impairment.  The Company (a) will not  increase the par value of any
shares of stock  receivable  upon the exercise of this Warrant  above the amount
payable therefor upon such exercise, and (b) will take all such action as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and  nonassessable  shares of Common  Stock upon the exercise of this
Warrant.

     C. Number of Shares  Adjusted.  Upon any  adjustment of the Exercise  Price
pursuant to this Warrant, the Warrantholder shall thereafter (until another such
adjustment)  be entitled to purchase upon the exercise of this  Warrant,  at the
new Exercise Price, the number of shares,  calculated to the nearest full share,
obtained by multiplying the number of shares of Warrant Stock initially issuable
upon exercise of this Warrant by the Exercise Price in effect on the date hereof
and dividing the product so obtained by the new Exercise Price.

SECTION VIII.   RECLASSIFICATION, REORGANIZATION OR MERGER.

     In case of any reclassification,  capital reorganization or other change of
outstanding  shares of Common  Stock of the Company  (other than a change in par
value or as a result of an issuance of Common  Stock by way of dividend or other
distribution  or of a stock  split or  reverse  stock  split)  or in case of any
consolidation or merger of the Company with or into another  corporation  (other
than a merger with a subsidiary  in which  merger the Company is the  continuing
corporation  and  which  does  not  result  in  any  reclassification,   capital
reorganization  or other  change of  outstanding  shares of Common  Stock of the
Company  issuable  upon  exercise  of this  Warrant)  or in case of any  sale or
conveyance to another  corporation of the property of the Company as an entirety
or substantially as an entirety,  the Company shall cause effective provision to
be made so that the Warrantholder shall have the right thereafter, by exercising
this  Warrant,  to  purchase  the kind and  amount  of shares of stock and other
securities and property the Warrantholder would have been entitled to receive if
the  Warrantholder  had  exercised  this  Warrant   immediately  prior  to  such
reclassification, capital reorganization or other change, consolidation, merger,
sale or conveyance.  Any such provision shall include  provision for adjustments
which shall be as nearly  equivalent as may be  practicable  to the  adjustments
provided for in this  Warrant.  The  foregoing  provisions of this Section shall
similarly apply to successive  reclassifications,  capital  reorganizations  and
changes of shares of Common  Stock and to  successive  consolidations,  mergers,
sales and conveyances.

SECTION IX.     REGISTRATION RIGHTS.

     The  Warrantholder  shall have the registration  rights with respect to the
resale of the Warrant Stock as set forth in Section 7 of the Purchase  Agreement
by and between the Company and the Warrantholder of even date herewith.


SECTION X.      NOTICES TO WARRANTHOLDERS.

     So long as this Warrant shall be  outstanding  and  unexercised  (a) if the
Company shall pay any dividend or make any distribution upon the Common Stock or
(b) if the Company  shall offer to the holders of Common Stock for  subscription
or purchase by them any shares of stock of any class or any other rights or (c)


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<PAGE>


if any capital  reorganization of the Company,  reclassification  of the capital
stock of the  Company,  consolidation  or  merger  of the  Company  with or into
another corporation,  sale, lease or transfer of all or substantially all of the
assets of the Company to another  corporation,  or the voluntary or  involuntary
dissolution,  liquidation or winding up of the Company shall be effected,  then,
in any such case, the Company shall cause to be delivered to the  Warrantholder,
at least ten days prior to the date specified in (i) or (ii) below,  as the case
may be, a notice  containing  a brief  description  of the  proposed  action and
stating  the date on which (i) a record is to be taken for the  purpose  of such
dividend  or  distribution,  or  (ii)  such  reclassification,   reorganization,
consolidation, merger, conveyance, lease, dissolution, liquidation or winding up
is to take place and the date,  if any, as of which the holders of Common  Stock
of record  shall be  entitled  to  exchange  their  shares  of Common  Stock for
securities   or  other   property   deliverable   upon  such   reclassification,
reorganization,  consolidation,  merger, conveyance, dissolution, liquidation or
winding up.

SECTION XI.     NOTICES.

     Any notice pursuant to this Warrant by the Company or by the  Warrantholder
shall be in writing and shall be deemed to have been duly given if  delivered or
mailed certified mail, return receipt requested, (a) if to the Company, to it at
225 Belleville Avenue,  Bloomfield, New Jersey 07003, Attention: Chief Executive
Officer and (b) if to the  Warrantholder to the Warrantholder at the address set
forth on the  signature  page  hereto.  Each party  hereto may from time to time
change the address to which such  party's  notices are to be delivered or mailed
hereunder by notice in accordance herewith to the other party.

SECTION XII.    SUCCESSORS.

     All the covenants  and  provisions of this Warrant by or for the benefit of
the  Company or the  Warrantholder  shall bind and inure to the benefit of their
respective successors and assigns hereunder.

SECTION XIII.   APPLICABLE LAW.

     This  Warrant  shall be deemed to be a contract  made under the laws of the
State of Delaware  applicable to agreements made and to be performed entirely in
Delaware and for all purposes shall be construed in accordance with the internal
laws of Delaware  without  giving  effect to the  conflicts  of laws  principles
thereof.

SECTION XIV.    BENEFITS OF THIS WARRANT.

     Nothing  in this  Warrant  shall  be  construed  to give to any  person  or
corporation  other than the Company and the Warrantholder any legal or equitable
right, remedy or claim under this Warrant and this Warrant shall be for the sole
and exclusive benefit of the Company and the Warrantholder.



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<PAGE>


     IN  WITNESS  WHEREOF,   the  parties  hereto  have  executed  this  Warrant
Certificate or caused this Warrant Certificate to be duly executed as of the day
and year first above written.


ALFACELL CORPORATION


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


WARRANTHOLDER



-------------------------
Name:

Address:





-------------------------
Social Security or
Taxpayer Indentification Number






                                     - 10 -

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                                    EXHIBIT B


     WARRANT TO PURCHASE ___________ SHARES OF COMMON STOCK VOID AFTER 5:00 p.m.
NEW JERSEY TIME, ON ______________.  THIS WARRANT AND THE SHARES OF COMMON STOCK
ISSUABLE UPON THE EXERCISE  HEREOF HAVE BEEN AND WILL BE ISSUED IN  TRANSACTIONS
WHICH HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"),  OR UNDER ANY STATE  SECURITIES OR BLUE SKY LAWS.  THIS WARRANT AND SUCH
SHARES MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED
OF, IN WHOLE OR IN PART, IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT
UNDER THE ACT AND APPLICABLE  STATE LAW, OR AN OPINION OF COUNSEL  ACCEPTABLE TO
THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


NO. ____                                                        _________ SHARES


                              ALFACELL CORPORATION

     This certifies  that,  for value  received,  ______________  the registered
holder  hereof or assigns  (the  "Warrantholder")  is entitled to purchase  from
Alfacell Corporation, a Delaware corporation (the "Company"), at any time on and
after ____________,  and before 5:00 p.m., New Jersey time, on ____________ (the
"Termination  Date"),  at the purchase  price of $____ per share (the  "Exercise
Price"), the number of shares of Common Stock, par value $.001 per share, of the
Company set forth above (the "Warrant  Stock").  The number of shares of Warrant
Stock,  the  Termination  Date and the Exercise  Price per share of this Warrant
shall be subject to adjustment from time to time as set forth below.

SECTION I.      TRANSFER OR EXCHANGE OF WARRANT.

     The Company  shall be entitled to treat the  Warrantholder  as the owner in
fact hereof for all purposes and shall not be bound to recognize  any  equitable
or other claim to or interest in this  Warrant on the part of any other  person.
This Warrant shall be transferable only on the books of the Company,  maintained
at its principal office upon delivery of this Warrant  Certificate duly endorsed
by the Warrantholder or by his duly authorized  attorney or  representative,  or
accompanied  by proper  evidence  of  succession,  assignment  or  authority  to
transfer.  Upon any  registration  of transfer,  the Company shall deliver a new
Warrant Certificate or Certificates to the persons entitled thereto.

SECTION II.     TERM OF WARRANT; EXERCISE OF WARRANTS

     A.  Termination.  The  Company  may,  in its sole  discretion,  extend  the
Termination Date with respect to the exercise of this Warrant upon notice to the
Warrantholder. As used herein, "Termination Date" shall be deemed to include any
such extensions.

     B.  Exercise.  This Warrant shall be exercised by surrender to the Company,
at its principal office, of this Warrant Certificate, together with the Purchase
Form attached hereto duly completed and signed,  and upon payment to the Company
of the Exercise Price for the number of shares of Warrant Stock in


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<PAGE>


respect  of which  this  Warrant is then  exercised.  Payment  of the  aggregate
Exercise Price shall be made in cash or by certified or official bank check.

     C. Warrant Certificate.  Subject to Section III hereof, upon such surrender
of this Warrant Certificate and payment of the Exercise Price as aforesaid,  the
Company  shall issue and cause to be delivered  to or upon the written  order of
the Warrantholder a certificate or certificates for the number of full shares of
Warrant  Stock so purchased  upon the exercise of such  Warrant,  together  with
cash, as provided in Section VI hereof,  in respect of any fractional  shares of
Warrant  Stock  otherwise  issuable upon such  surrender.  Such  certificate  or
certificates  representing the Warrant Stock shall be deemed to have been issued
and any person so  designated to be named therein shall be deemed to have become
a holder of record of such shares of Warrant  Stock as of the date of receipt by
the Company of this Warrant  Certificate  and payment of the  Exercise  Price as
aforesaid;  provided, however, that if, at the date of surrender of this Warrant
Certificate  and  payment of the  Exercise  Price,  the  transfer  books for the
Warrant  Stock or other  class of stock  purchasable  upon the  exercise of this
Warrant  shall be closed,  the  certificate  or  certificates  for the shares of
Warrant Stock in respect of which this Warrant is then exercised shall be deemed
issuable as of the date on which such books shall next be opened (whether before
or after the Termination Date) and until such date the Company shall be under no
duty to deliver  any  certificate  for such  shares of Warrant  Stock;  provided
further,  however,  that the transfer books of record, unless otherwise required
by law, shall not be closed at any one time for a period longer than twenty (20)
days. The rights of purchase  represented by this Warrant shall be  exercisable,
at the  election  of the  Warrantholder,  either in full or from time to time in
part,  and, in the event that this Warrant is exercised in respect of fewer than
all of the shares of Warrant  Stock  purchasable  on such  exercise  at any time
prior  to  the  Termination  Date,  a new  Warrant  Certificate  evidencing  the
remaining Warrant or Warrants will be issued,  and the Company shall deliver the
new Warrant  Certificate  or  Certificates  pursuant to the  provisions  of this
Section.

SECTION III.    PAYMENT OF TAXES.

     The Company will pay all documentary  stamp taxes, if any,  attributable to
the initial  issuance of the shares of Warrant  Stock upon the  exercise of this
Warrant;  provided,  however,  that the Warrantholder shall pay any tax or taxes
which  may be  payable  in  respect  of any  transfer  involved  in the issue or
delivery of Warrant  Certificates or the  certificates for the shares of Warrant
Stock in a name  other than that of the  Warrantholder  in respect of which this
Warrant or shares of Warrant Stock are issued.

SECTION IV.     MUTILATED OR MISSING WARRANT CERTIFICATES.

     In case  this  Warrant  Certificate  shall be  mutilated,  lost,  stolen or
destroyed,  the Company shall,  at the request of the  Warrantholder,  issue and
deliver,  in  exchange  and  substitution  for  and  upon  cancellation  of this
certificate if mutilated, or in lieu of and in substitution for this certificate
if lost,  stolen or  destroyed,  a new  Warrant  Certificate  of like  tenor and
representing an equivalent right or interest,  but only upon receipt of evidence
satisfactory  to the Company of such loss,  theft or destruction of this Warrant
Certificate and indemnity, if requested, also satisfactory to the Company.



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<PAGE>


SECTION V.      RESERVATION OF SHARES OF WARRANT STOCK.

     There has been  reserved,  and the Company shall at all times keep reserved
so long as this Warrant remains outstanding,  out of its authorized Common Stock
a number of shares of Common Stock sufficient to provide for the exercise of the
rights of purchase  represented  by this  Warrant.  The  transfer  agent for the
Common Stock and every subsequent transfer agent for any shares of the Company's
capital  stock  issuable  upon the exercise of this Warrant will be  irrevocably
authorized and directed at all times to reserve such number of authorized shares
as shall be requisite for such purpose.

SECTION VI.     FRACTIONAL SHARES.

     No  fractional  shares or scrip  representing  fractional  shares  shall be
issued upon the  exercise of this  Warrant.  With  respect to any  fraction of a
share called for upon the exercise of this Warrant, the Company shall pay to the
Warrantholder an amount in cash equal to such fraction multiplied by the current
market price of such fractional share. "Market Price", as of any date means, (i)
the last  reported  sale price for the  shares of Common  Stock as  reported  by
National  Association of Securities Dealers Automated  Quotation National Market
System,  ("NASDAQ-NMS"),  (ii) the  closing  bid price for the  shares of Common
Stock as reported by the National  Association of Securities  Dealers  Automated
Quotation  System  ("NASDAQ") if the shares are not traded as NASDAQ-NMS,  (iii)
the average of the closing bid and closing  asked  prices of the Common Stock as
reported  by the  National  Quotations  Bureau if the  shares  are not traded on
NASDAQ;  (iv) the last  reported  sale price,  if the shares of Common Stock are
listed  on a  national  securities  exchange  or (v) if market  value  cannot be
calculated as of such date on any of the foregoing  basis, the fair market price
determined  by the Board of  Directors of the  Company,  acting with  reasonable
business judgment.

SECTION VII.    EXERCISE PRICE; ANTI-DILUTION PROVISIONS.

     A. Exercise  Price.  The shares of Warrant Stock shall be purchasable  upon
the exercise of this Warrant, at a price of $____ per share. The Company may, in
its sole  discretion,  reduce the Exercise  Price  applicable to the exercise of
this Warrant upon notice to the Warrantholder.  As used herein, "Exercise Price"
shall be deemed to include any such reduction.

     If the Company  shall at any time issue  Common Stock by way of dividend or
other  distribution  on any  stock of the  Company  or  effect a stock  split or
reverse  stock split of the  outstanding  shares of Common  Stock,  the Exercise
Price shall be  proportionately  decreased in the case of such  issuance (on the
day following the date fixed for  determining  stockholders  entitled to receive
such  dividend or other  distribution)  or such stock split or  increased in the
case of such  reverse  stock  split (on the date that such  reverse  stock split
shall become effective), by multiplying the Exercise Price in effect immediately
prior to the stock  dividend,  stock split or reverse stock split by a fraction,
the  numerator  of which is the  number of shares  of Common  Stock  outstanding
immediately  prior to such stock  dividend,  stock split or reverse stock split,
and the denominator of which is the number of shares of Common Stock outstanding
immediately after such stock dividend, stock split or reverse stock split.



                                     - 13 -

<PAGE>


     B. No  Impairment.  The Company (a) will not  increase the par value of any
shares of stock  receivable  upon the exercise of this Warrant  above the amount
payable therefor upon such exercise, and (b) will take all such action as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and  nonassessable  shares of Common  Stock upon the exercise of this
Warrant.

     C. Number of Shares  Adjusted.  Upon any  adjustment of the Exercise  Price
pursuant to this Warrant, the Warrantholder shall thereafter (until another such
adjustment)  be entitled to purchase upon the exercise of this  Warrant,  at the
new Exercise Price, the number of shares,  calculated to the nearest full share,
obtained by multiplying the number of shares of Warrant Stock initially issuable
upon exercise of this Warrant by the Exercise Price in effect on the date hereof
and dividing the product so obtained by the new Exercise Price.

SECTION VIII.   RECLASSIFICATION, REORGANIZATION OR MERGER.

     In case of any reclassification,  capital reorganization or other change of
outstanding  shares of Common  Stock of the Company  (other than a change in par
value or as a result of an issuance of Common  Stock by way of dividend or other
distribution  or of a stock  split or  reverse  stock  split)  or in case of any
consolidation or merger of the Company with or into another  corporation  (other
than a merger with a subsidiary  in which  merger the Company is the  continuing
corporation  and  which  does  not  result  in  any  reclassification,   capital
reorganization  or other  change of  outstanding  shares of Common  Stock of the
Company  issuable  upon  exercise  of this  Warrant)  or in case of any  sale or
conveyance to another  corporation of the property of the Company as an entirety
or substantially as an entirety,  the Company shall cause effective provision to
be made so that the Warrantholder shall have the right thereafter, by exercising
this  Warrant,  to  purchase  the kind and  amount  of shares of stock and other
securities and property the Warrantholder would have been entitled to receive if
the  Warrantholder  had  exercised  this  Warrant   immediately  prior  to  such
reclassification, capital reorganization or other change, consolidation, merger,
sale or conveyance.  Any such provision shall include  provision for adjustments
which shall be as nearly  equivalent as may be  practicable  to the  adjustments
provided for in this  Warrant.  The  foregoing  provisions of this Section shall
similarly apply to successive  reclassifications,  capital  reorganizations  and
changes of shares of Common  Stock and to  successive  consolidations,  mergers,
sales and conveyances.

SECTION IX.     REGISTRATION RIGHTS

     A.  Registration  Rights.  As  soon as  practicable  after  the  successful
completion of the offering (the  "Offering")  of the Company's  Common Stock and
this  Warrant  pursuant to its Private  Placement  the Company will use its best
efforts  to file,  obtain  and  maintain  the  effectiveness  of a  registration
statement  (the  "Registration  Statement")  under the Act with  respect  to the
Common Stock and the Warrant Stock.

     In connection with the  Registration  Statement,  the  Warrantholder  shall
provide the Company,  from time to time, as reasonably requested by the Company,
written information  concerning the  Warrantholder's  ownership of the Company's
securities, any intentions concerning the sale of Warrants, Common Stock and


                                     - 14 -

<PAGE>



Warrant  Stock and such  other  matters as are  required  in order to enable the
Company  to  prepare,  file and obtain the  effectiveness  of such  Registration
Statement.  Notwithstanding  any of the  foregoing,  the  Company  shall  not be
required to maintain the  effectiveness of the  Registration  Statement for more
than three (3) years after the initial effective date thereof.

     B. Blue Sky. In  connection  with any such  registration  of the  Warrants,
Common Stock and Warrant Stock, the Company shall supply  prospectuses,  use its
best efforts to qualify the Warrants, Common Stock and Warrant Stock for sale in
the states of New York and New Jersey and furnish  indemnification in the manner
set forth below.

     C. Expenses. The Company shall bear the entire cost and expense of any such
registration hereunder.  Notwithstanding the foregoing,  the Warrantholder shall
pay the fees of all  persons  retained  by  Warrantholder,  such as counsel  and
accountants,  and any transfer  taxes or  underwriting  discounts or commissions
applicable  to  the  Warrants,  Common  Stock  and  Warrant  Stock  sold  by the
Warrantholder pursuant to the Registration Statement.

     D.  Indemnification.  The Company  shall  indemnify  and hold  harmless the
Warrantholder  for Warrants,  Common Stock and Warrant Stock that are registered
pursuant to the Registration Statement and each underwriter,  within the meaning
of the  Act,  who may  purchase  from or sell  for the  Warrantholder  any  such
Warrants,  Common Stock and Warrant Stock, and each person, if any, who controls
the Warrantholder or underwriter within the meaning of the Act, from and against
any and all  losses,  claims,  damages  and  liabilities  caused  by any  untrue
statement  of a material  fact  contained in the  Registration  Statement or any
post- effective amendment thereto or any prospectus included therein required to
be filed or furnished in connection therewith or caused by any omission to state
therein a  material  fact  required  to be stated  therein  in order to make the
statements  made therein,  in light of the  circumstances  under which they were
made,  not  misleading,  except  insofar  as such  losses,  claims,  damages  or
liabilities  are caused by any such  untrue  statement  or  omission  based upon
information  furnished  or required to be furnished in writing to the Company by
the Warrantholder or underwriter expressly for use therein.

     The Warrantholder agrees to indemnify and hold harmless the Company and its
directors,  officers,  employees and agents against any and all losses,  claims,
damages  or  liabilities,  joint or  several,  to which  they or any of them may
become  subject  insofar as such  losses,  claims,  damages or  liabilities  (or
actions in respect  thereof) arise out of or are based upon any untrue statement
or alleged  untrue  statement of material  fact  contained  in the  Registration
Statement as originally  filed or in any amendment  thereof,  or any  prospectus
contained therein,  or in any amendment thereof or supplement  thereto, or arose
out of or are based upon the  omission or alleged  omission  to state  therein a
material fact required to be stated  therein or necessary to make the statements
therein not misleading,  and agrees to reimburse each such indemnified party, as
incurred,  for any  legal  or  other  expenses  reasonably  incurred  by them in
connection  with  investigating  or  defending  any such  loss,  claim,  damage,
liability or action;  provided that any such loss, claim,  damage,  liability or
expense arises out of or is based upon an untrue  statement or an omission or an
alleged  untrue  statement or an alleged  omission  made in reliance  upon or in
conformity   with   written   information   furnished  to  the  Company  by  the
Warrantholder or on behalf


                                     - 15 -

<PAGE>


of the  Warrantholder  expressly  for use in the  Registration  Statement or any
amendment  thereof  or any  prospectus  contained  therein  or in any  amendment
thereof or supplement thereto.

     E. Contribution. If the indemnification provided for herein from either the
Warrantholder  or the  Company  is  unavailable  to an  indemnified  party  (the
"Indemnitee") hereunder in respect of any losses, claims, damages or liabilities
(or actions in respect thereof)  referred to herein,  then the party responsible
for  such  indemnification  (the  "Indemnitor"),  in  lieu of  indemnifying  the
Indemnitee,  shall contribute to the amount paid or payable by the Indemnitee as
a result of such losses, claims, damages or liabilities in such proportion as is
appropriate  to reflect the relative  fault of the  Indemnitor and Indemnitee in
connection  with the actions which resulted in such losses,  claims,  damages or
liabilities  (including legal or other fees and expenses  reasonably incurred in
connection with any  investigation or proceeding) as well as any other equitable
considerations.

     If  indemnification  is available,  the  Indemnitor  shall  indemnify  each
Indemnitee to the full extent provided for herein without regard to the relative
fault of the  Indemnitor,  the Indemnitee or any other  equitable  consideration
provided for hereunder.

     F.  Securities  Exchange  Act.  After the  Registration  Statement  becomes
effective  and in  connection  with the sale of the  Warrants,  Common Stock and
Warrant Stock under such Registration  Statement,  the Warrantholder  shall take
such steps as may be  necessary to ensure that the offer and sale thereof are in
compliance with the requirements of the federal securities laws, including,  but
not  limited  to,  compliance  with the  anti-manipulation  requirements  of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").

SECTION X.      NOTICES TO WARRANTHOLDERS.

     So long as this Warrant shall be  outstanding  and  unexercised  (a) if the
Company shall pay any dividend or make any distribution upon the Common Stock or
(b) if the Company  shall offer to the holders of Common Stock for  subscription
or purchase by them any shares of stock of any class or any other  rights or (c)
if any capital  reorganization of the Company,  reclassification  of the capital
stock of the  Company,  consolidation  or  merger  of the  Company  with or into
another corporation,  sale, lease or transfer of all or substantially all of the
assets of the Company to another  corporation,  or the voluntary or  involuntary
dissolution,  liquidation or winding up of the Company shall be effected,  then,
in any such case, the Company shall cause to be delivered to the  Warrantholder,
at least ten days prior to the date specified in (i) or (ii) below,  as the case
may be, a notice  containing  a brief  description  of the  proposed  action and
stating  the date on which (i) a record is to be taken for the  purpose  of such
dividend  or  distribution,  or  (ii)  such  reclassification,   reorganization,
consolidation, merger, conveyance, lease, dissolution, liquidation or winding up
is to take place and the date,  if any, as of which the holders of Common  Stock
of record  shall be  entitled  to  exchange  their  shares  of Common  Stock for
securities   or  other   property   deliverable   upon  such   reclassification,
reorganization,  consolidation,  merger, conveyance, dissolution, liquidation or
winding up.



                                     - 16 -

<PAGE>


SECTION XI.     NOTICES.

     Any notice pursuant to this Warrant by the Company or by the  Warrantholder
shall be in writing and shall be deemed to have been duly given if  delivered or
mailed certified mail, return receipt requested, (a) if to the Company, to it at
225 Belleville Avenue,  Bloomfield, New Jersey 07003, Attention: Chief Executive
Officer and (b) if to the  Warrantholder to the Warrantholder at the address set
forth on the  signature  page  hereto.  Each party  hereto may from time to time
change the address to which such  party's  notices are to be delivered or mailed
hereunder by notice in accordance herewith to the other party.

SECTION XII.    SUCCESSORS.

     All the covenants  and  provisions of this Warrant by or for the benefit of
the  Company or the  Warrantholder  shall bind and inure to the benefit of their
respective successors and assigns hereunder.

SECTION XIII.   APPLICABLE LAW.

     This  Warrant  shall be deemed to be a contract  made under the laws of the
State of Delaware  applicable to agreements made and to be performed entirely in
Delaware and for all purposes shall be construed in accordance with the internal
laws of Delaware  without  giving  effect to the  conflicts  of laws  principles
thereof.

SECTION XIV.    BENEFITS OF THIS WARRANT.

     Nothing  in this  Warrant  shall  be  construed  to give to any  person  or
corporation  other than the Company and the Warrantholder any legal or equitable
right, remedy or claim under this Warrant and this Warrant shall be for the sole
and exclusive benefit of the Company and the Warrantholder.


IN WITNESS WHEREOF, the parties hereto have executed this Warrant Certificate or
caused this Warrant Certificate to be duly executed as of the day and year first
above written.


ALFACELL CORPORATION

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

WARRANTHOLDER

-------------------------
Name:

Address:
--------------------------

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


--------------------------
Social Security Number


                                     - 17 -