Exhibit 10.28

                                PLEDGE AGREEMENT


     PLEDGE  AGREEMENT (this "Pledge  Agreement"),  dated as of May 31, 1993, by
KUSLIMA SHOGEN (the "Pledgor") and ALFACELL CORPORATION,  a Delaware corporation
("Alfacell"),  to FIRST  FIDELITY  BANK,  NEW JERSEY,  as the secured party (the
"Pledgee").


                              W I T N E S S E T H:

     WHEREAS,  Alfacell,  as borrower,  and the Pledgee have entered into a Term
Loan Agreement dated as of May 31, 1993 (as the same may be amended, modified or
supplemented from time to time, the "Alfacell Agreement") and a term note, dated
as of May 31, 1993 (the "Alfacell Term Note"), pursuant to which the Pledgee has
agreed to  restructure  a term loan  previously  extended to Alfacell  (the term
loan, as so restructured, the "Alfacell Term Loan"); and

     WHEREAS,   the  Pledgor,   as  borrower   (Alfacell  and  the  Pledgor  are
collectively  referred  to  herein as the  "Borrowers"),  and the  Pledgee  have
entered into a term loan agreement  dated as of May 31, 1993 (as the same may be
amended, modified or supplemented from time to time, the "Shogen Agreement"; the
Alfacell Agreement and the Shogen Agreement are collectively  referred to herein
as the  "Agreements") and a term note dated as of May 31, 1993 (the "Shogen Term
Note"),  pursuant  to which the Pledgee  has agreed to  restructure  a term loan



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previously  extended  to the Pledgor  (the term loan,  as so  restructured,  the
"Shogen  Term  Loan";  the  Alfacell  Term  Loan and the  Shogen  Term  Loan are
collectively referred to herein as the "Loans"); and

     WHEREAS,  simultaneously herewith, the Pledgor has executed a guaranty (the
"Guaranty") dated as of May 31, 1993 in favor of the Pledgee which guaranty will
be secured by, among other things,  the collateral  pledged by the Pledgor under
this Pledge Agreement; and

     WHEREAS,  simultaneously herewith, the Pledgor has executed the Shogen Term
Note dated as of May 31, 1993, pursuant to the Shogen Agreement, in favor of the
Pledgee  which note will be secured  by,  among  other  things,  the  collateral
pledged by the Pledgor under this Pledge Agreement; and

     WHEREAS,  the  Pledgor is the legal and  beneficial  owner of the shares of
capital  stock  of  Alfacell  listed  on  Exhibit  A hereto  and has  previously
delivered to the Pledgee certificates  representing shares of such capital stock
as collateral security for the payment and performance of Pledgor's  obligations
to the Pledgee;

     WHEREAS,  it is a condition  precedent to the obligations of the Pledgee to
enter into the  Agreements and to  restructure  the Loans,  that the Pledgor and
Alfacell shall execute and deliver to the Pledgee this Pledge Agreement; and

     WHEREAS,  the Borrowers will derive  substantial  benefit from the Loans as
restructured  and wish to induce  the  Pledgee to  restructure  the Loans to the
Borrowers  pursuant to the  Agreements;  and


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     WHEREAS,  the Borrowers  desire to execute this Pledge Agreement to satisfy
the conditions described in the Agreements.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  other  good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  the  Pledgor  hereby  makes  the  following  representations  and
warranties  to the  Pledgee  and hereby  covenants  and agrees  with  Pledgee as
follows.

     SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in
the  Agreements  (as in effect on the date hereof  whether or not the Agreements
are later  amended,  terminated  or canceled)  shall have all of the meanings as
defined therein when used herein.

     SECTION 2. The Pledged  Stock.  As used herein,  the term  "Pledged  Stock"
shall mean (i) the  1,134,000  shares of common  stock,  par value  $00.001  per
share, of Alfacell,  listed on Exhibit A hereto, (ii) any and all securities now
or hereafter issued in substitution,  exchange,  or replacement for such shares,
or as a dividend or  distribution  with respect to the Pledged Stock,  (iii) any
and all warrants,  options,  partnership interests, or other rights to subscribe
to or acquire any additional  capital stock of Alfacell  obtained by the Pledgor
in connection  with her  ownership of such shares,  and (iv) any and all capital
stock or other types of  interests  that are  required  to be pledged  hereunder
pursuant  to  this  Pledge  Agreement  or  the  Agreements,   including  without
limitation  Section  4  hereof,  and (v) any  proceeds  of any of the  foregoing
including  any cash  proceeds  realized  upon the sale or other  disposition  of
Pledged Stock.
                            


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     SECTION 3.  Pledge.  The Pledgor  hereby  pledges,  assigns,  hypothecates,
transfers,  and delivers (or has previously  delivered) to the Pledgee,  all the
Pledged  Stock  owned by the  Pledgor  on the date  hereof,  including,  without
limitation, the share described on Exhibit A hereto, and hereby delivers (or has
previously delivered) to the Pledgee the certificates  representing such Pledged
Stock and hereby assigns,  transfers,  hypothecates and sets over to the Pledgee
and grants to the  Pledgee,  a first lien on, and  security  interest in, all of
Pledgor's  right,  title and  interest  in and to the  Pledged  Stock and in all
proceeds thereof,  together with appropriate  undated stock powers duly executed
in blank,  to be held by the Pledgee upon the terms and  conditions set forth in
this Pledge Agreement,  as collateral  security for the punctual  payment,  when
due, and performance by Pledgor of all indebtedness, obligations and liabilities
of the  Pledgor to the  Pledgee  now or  hereafter  incurred  or created  under,
arising out of or in connection with the Shogen Agreement,  The Shogen Term Note
and the Guaranty,  together  with any and all expenses  which may be incurred by
the Pledgee in collecting any or all of the  Obligations or enforcing any rights
under this Pledge  Agreement  (all the foregoing  being  hereinafter  called the
"Obligations").  

     SECTION 4. Subsequently Acquired Stock; Certain  Distributions.  Subject to
Section 6, if,  while this Pledge  Agreement  is in effect,  the  Pledgor  shall
become  entitled to receive or shall receive any other or  additional  shares of
the  capital  stock of  Alfacell of any class  whatsoever  (the  "Stock") or any
Property  (including  cash) paid or  distributed in respect of the Pledged Stock
(including without limitation, all


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other or  additional  Stock or Property  paid or  distributed  in respect of the
Pledged  Stock  by way of  stock-split,  spin-off,  stock  dividends,  split-up,
reclassification,  combination  of shares,  increase or  reduction in capital or
issued in connection  with any  reorganization,  or similar  arrangement,  or by
reason of any consolidation,  merger,  exchange of stock,  conveyance of assets,
liquidation or similar corporate reorganization), whether such Stock or Property
is received  in  substitution  of, or in exchange  for any shares of any Pledged
Stock, the Pledgor shall deliver to and the Pledgee shall be entitled to receive
directly  and to  retain  as part of the  Pledged  Stock,  such  other  Stock or
Property and the Pledgor agrees to accept the same as the Pledgee's agent and to
hold the same in trust on behalf of and for the  benefit of the  Pledgee  and to
deliver the same forthwith to the Pledgee in the exact form  received,  with the
endorsement of the Pledgor when  necessary or  appropriate  undated stock powers
duly  executed in blank to be held by the Pledgee,  subject to the terms hereof,
as  additional  collateral  security for the  Obligations.  Any Stock  delivered
pursuant to this Section 4 shall be  accompanied by a certificate of the Pledgor
and the Secretary of Alfacell  describing the Stock and certifying that the same
has been duly  pledged  with the Pledgee  hereunder.  


     SECTION  5.  Voting  Rights.  Unless an Event of Default  under  either the
Shogen  Agreement  or  the  Alfacell   Agreement  shall  have  occurred  and  be
continuing,  the Pledgor shall be entitled to vote any and all Pledged Stock and
to give  consents,  waivers  or  ratifications  in  respect  thereof,  provided,
however,  that no vote  shall be cast nor any  consent,  waiver or  ratification
given or action  taken which


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would violate or be inconsistent with any of the terms of this Pledge Agreement,
the  Agreements,  the Shogen Term Note, the Alfacell Term Note,  the Loans,  the
Guaranty,  or any  other  Loan  Documents,  or which  would  have the  effect of
impairing the Pledged  Stock or the position or interests of the Pledgee  unless
(i) at least five (5) days' prior to casting any such vote Pledgor shall deliver
to Pledgee notice of the manner in which she intends to exercise, or the reasons
for  refraining  from  exercising,  any such  right in the good  faith  business
judgment  of  the  Pledgor,  if the  exercise  or  non-exercise  of  such  right
potentially may violate or be inconsistent with the aforementioned agreements or
may impair the position or interests of the Pledgee and (ii) the Bank shall have
consented  thereto in  writing.  After an Event of Default has  occurred  and is
continuing,  the Pledgee  shall be  entitled to vote the Pledged  Stock and give
consents,   waivers   or   ratifications.  

     SECTION 6.  Dividends and Other  Distributions.  All cash dividends paid in
respect of the Pledged Stock, and any sums paid or payable upon or in respect of
the Pledged  Stock,  upon the partial or complete  liquidation or dissolution of
any issuer thereof, shall be paid over to the Pledgee to be held by it in escrow
as additional collateral security for the Obligations. All sums of money so paid
or  distributed  in respect  of the  Pledged  Stock  which are  received  by the
Pledgor,  shall, until paid or delivered to the Pledgee,  be held by the Pledgor
in trust as additional collateral security for the Obligations,  unless an Event
of Default shall have occurred in which case such sums of money hall immediately
be paid to the Pledgee to be applied against the Obligations.



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     SECTION 7. Pledgee's Rights. The Pledgee shall not be liable for failure to
collect or realize upon the Obligations or any collateral  security or guarantee
therefor,  or any part  thereof,  or for any  delay in so doing  nor shall it be
under any obligation to take any action  whatsoever with regard  thereto.  If an
Event of Default  has  occurred  and is  continuing,  the Pledgee  may,  without
notice,  register any or all shares of the Pledged Stock held by it, in the name
of the  Pledgee  or its  nominee,  and the  Pledgee or its  nominee  thereafter,
without notice,  may exercise all voting and corporate  rights at any meeting of
any corporation issuing any of the Pledged Stock and exercise any and all rights
of conversion, exchange, subscription or any other rights, privileges or options
pertaining to any shares of the Pledged  Stock as if it were the absolute  owner
thereof,  including without limitation, the right to exchange at its discretion,
any and all of the Pledged Stock upon the merger, consolidation, reorganization,
recapitalization  or other  readjustment of any corporation  issuing any of such
shares or upon the  exercise  by any such  issuer or the  Pledgee  of any right,
privilege  or option  pertaining  to any  shares of the  Pledged  Stock,  and in
connection  therewith,  to deposit and deliver any and all of the Pledged  Stock
with any committee,  depository,  transfer agent,  registrar or other designated
agency upon such terms and conditions as it may determine, all without liability
except to account for Property  actually  received by it, but the Pledgee  shall
have no duty to exercise any of the aforesaid rights,  privileges or options and
shall not be responsible for any failure to do so or delay in so doing.



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     SECTION 8. Remedies.  In the event that any portion of the  Obligations has
been declared due and payable (whether at the stated  maturity,  by acceleration
or  otherwise),  the Pledgee,  without  demand of performance or other demand or
notice of any into to or upon the Pledgor,  or any other Person (all and each of
which demands or notices are hereby expressly  waived),  may forthwith  collect,
receive,  appropriate  and realize upon the Pledged Stock,  or any part thereof,
and may forthwith sell, assign, given an option or options to purchase, contract
to sell or  otherwise  dispose of and deliver said  Pledged  Stock,  or any part
thereof,  in one or more  parcels  at public or  private  sale or sales,  at any
exchange,  broker's  board or at any of the Pledgee's  offices or elsewhere upon
such terms and  conditions as it may deem advisable and at such prices as it may
deem best, for cash or on credit or for future  delivery  without  assumption of
any credit risk,  with the right to the Pledgee  upon any such sales,  public or
private,  to purchase the whole or any part of said Pledged Stock so sold,  free
of any right or equity of  redemption  in the Pledgor,  which right or equity is
hereby expressly waived or released. The Pledgee shall apply the net proceeds of
any such  collection,  recovery,  receipt,  appropriation,  realization or sale,
after  deducting  all  reasonable  costs and  expenses of every kind  therein or
incidental to the care,  safekeeping  or otherwise of any and all of the Pledged
Stock or in any way relating to the rights of the Pledgee  hereunder,  including
reasonable  attorneys'  fees and legal  expenses,  to the payment in whole or in
part, of the  Obligations  in such order as the Pledgee may elect and only after
so paying  over such net  proceeds  and after the  payment by the Pledgee of any
other amount  required by


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any provisions of law including, without limitation,  Section 9-504(1)(c) of the
Uniform  Commercial  Code, need the Pledgee account for the surplus,  if any, to
the  Pledgor.  The Pledgor  agrees that the Pledgee  need not give more than ten
(10)  Business  Days'  notice of the time and place of any public sale or of the
time after which a private sale or other  intended  disposition is to take place
and that such notice is reasonable notification of such matters. No notification
need be given  to the  Pledgor  if she has  signed  after  default  a  statement
renouncing any right to notification of sale or other intended  disposition.  In
addition to the rights and remedies  granted to it in this Pledge  Agreement and
in any other instrument or agreement securing,  evidencing or relating to any of
the Obligations, the Pledgee shall have all the rights and remedies of a secured
party under the Uniform Commercial Code of the State of New Jersey.

     SECTION 9. Remedies, etc., Cumulative.  Each right, power and remedy of the
Pledgee provided for in this Pledge Agreement,  the Agreements,  the Shogen Term
Note,  the Alfacell Term Note,  the Guaranty or any other Loan  Documents now or
hereafter  existing at law or in equity or by statute shall be  cumulative,  and
may be  exercised  cumulatively  or  concurrently  and are not  exclusive of any
rights or remedies provided by law or by any other security  agreement  executed
by the Grantor in favor of the Bank.  The  exercise or beginning of the exercise
by the Pledgee of any one or more of the rights, powers or remedies provided for
in this Pledge  Agreement,  the  Agreements,  the Alfacell Term Note, the Shogen
Term Note, the Guaranty or any other Loan Documents now or hereafter existing at
law


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or in equity or by statute or any other  security  agreement or otherwise  shall
not preclude the simultaneous or later exercise by the Pledgee of all such other
rights, powers or remedies. The Pledgee shall not by any act, delay, omission or
otherwise be deemed to have waived any of its rights or remedies  hereunder  and
no waiver shall be valid unless  executed and delivered in  accordance  with the
provisions of Section 18 hereof,  and then only to the extent therein set forth.
A waiver by the  Pledgee of any right or remedy  hereunder  on any one  occasion
shall not be construed  as a bar to any right or remedy which the Pledgee  would
otherwise have on any future  occasion.  No failure to exercise nor any delay in
exercising on the part of the Pledgee,  any right, power or privilege hereunder,
shall operate as a waiver thereof;  nor shall any single or partial  exercise of
any right,  power or privilege  hereunder preclude any other or further exercise
thereof or the exercise of any other right,  power or  privilege.  The existence
and terms and conditions of any other security agreement executed by the Grantor
in favor of the Bank,  whether  covering the Collateral or any other property of
the  Grantor  shall  remain in full  force and effect and shall not be deemed to
have been  terminated  by, or as a result of the  execution and delivery of this
Agreement.

     SECTION 10. Representations, Warranties and Covenants of the Pledgor.

     (a) The Pledgor  represents and warrants that as of the date of delivery of
the Pledged Stock (i) she is the legal, beneficial and record owner of, and

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has good and  marketable  title to, the  Pledged  Stock  described  in Exhibit A
hereto, subject to no pledge, lien, mortgage, hypothecation,  security interest,
charge, option or other encumbrance whatsoever, except the liens created by this
Pledge Agreement;  (ii) the Pledged Stock constitutes approximately 14.7% of the
issued and  outstanding  capital  stock of  Alfacell;  (iii) she has full power,
capacity and legal right to pledge all the Pledged Stock pursuant to this Pledge
Agreement;  (iv) this Pledge  Agreement  has been duly executed and delivered by
the Pledgor and  constitutes  the legal,  valid and  binding  obligation  of the
Pledgor  enforceable in accordance  with its terms;  (v) no consent of any other
party (including,  without limitation, any stockholder or creditor of any of the
Borrowers)  and,  no consent,  license,permit,  approval  or  authorization  of,
exemption by, notice or report to, or registration,  filing or declaration with,
any  governmental  body is required to be obtained by the Pledgor in  connection
with the execution,  delivery or performance of this Pledge Agreement or for the
exercise  by the  Pledgee of the  voting or other  rights  provided  for in this
Pledge  Agreement  or the remedies in respect of the Pledged  Stock  pursuant to
this  Pledge  Agreement  except  as may be  required  in  connection  with  such
disposition  by laws  affecting the offering and sale of  securities  generally;
(vi) the execution,  delivery and performance of this Pledge  Agreement will not
violate any  provision  of any  applicable  law or  regulation  or of any order,
judgment,  writ, award or decree of any governmental body,  domestic or foreign,
or of  the  Certificate  of  Incorporation  or  By-Laws  of  Alfacell  or of any
securities issued by Alfacell, or of any mortgage, indenture, lease, contract or
other agreement, instrument or undertaking to which


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either of the  Borrowers  is a party or which  purports  to be binding  upon the
Borrowers  or upon any of their  respective  assets  and will not  result in the
creation or  imposition of any lien or  encumbrance  on any of the assets of the
Borrowers except as contemplated by this Pledge Agreement;  (vii) all the shares
of Pledged  Stock listed on Exhibit A hereto have been duly and validly  issued,
are fully paid and nonassessable; and (viii) the pledge, assignment and delivery
of such  Pledged  Stock  pursuant to this Pledge  Agreement  creates a valid and
perfected  first  priority  security  interest  in the  Pledged  Stock,  and the
proceeds  thereof,  subject to no prior liens or encumbrance or to any agreement
purporting  to grant to any  third  party  (other  than the  Pledgee)  a lien or
encumbrance  on the  Property or assets of the Pledgor  which would  include the
Stock.
                            
     (b) The Pledgor covenants and agrees that (i) she will defend the Pledgee's
right,  title and security interest in and to the Pledged Stock and the proceeds
thereof against the claims and demands of all Persons  whomsoever;  and (ii) she
will have  like  title to and right to  pledge  any other  Property  at any time
hereafter  pledged to the Pledgee  hereunder and will likewise  defend the right
thereto and security interest therein.
                            
     SECTION  11.  Purchasers  of  Pledged  Stock.  Upon  any sale of any of the
Pledged Stock by the Pledgee  hereunder  (whether by virtue of the power of sale
herein granted,  pursuant to judicial process or otherwise),  the receipt of the
Pledgee or the officer  making the sale shall be a  sufficient  discharge to the
purchaser or  purchasers  of the Pledged  Stock so sold,  and such  purchaser or
purchasers  shall not


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be obligated to see to the  application  of any part of the purchase  money paid
over  to the  Pledgee  or any  officer  or be  answerable  in any  way  for  the
misapplication or nonapplication thereof.
                            
     SECTION 12.  Registration  Rights.  (a) If the Pledgee  shall  determine to
exercise its rights to sell any or all of the Pledged Stock  pursuant to Section
8 hereof  at any time  when  the  issuer  of any  Pledged  Stock  has a class of
securities  registered  pursuant to the  Securities Act of 1933, as amended (the
"Securities Act"), or the Securities Exchange Act of 1934, as amended, and if in
the opinion of counsel for the Pledgee it is necessary,  or if in the opinion of
the Pledgee it is advisable,  to have the Pledged Stock, or that portion thereof
to be sold,  registered  under the provisions of the Securities Act, the Pledgor
and  Alfacell  will each  execute and deliver and will cause the  directors  and
officers of Alfacell to execute and deliver, all at Alfacell's expense, all such
instruments and documents, and to do or cause to be done all such other acts and
things as may be  necessary  or, in the  opinion of the  Pledgee,  advisable  to
register  the  Pledged  Stock,  or that  portion  thereof to be sold,  under the
provisions  of the  Securities  Act  and to  cause  the  registration  statement
relating thereto to become effective and to remain effective for a period of one
year from the date of the first public  offering of the Pledged  Stock,  or that
portion  thereof to be sold, and to make all amendments  thereto and the related
prospectus  which in the opinion of the Pledgee are necessary or advisable,  all
in conformity  with the  requirements  of the  Securities  Act and the rules and
regulations  of the  Securities  and  Exchange  Commission  applicable  thereto.
Alfacell  agrees and the  Pledgor  agrees


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to cause  Alfacell to comply with the provisions of the securities or "Blue Sky"
laws of any jurisdiction which the Pledgee shall designate and to make available
to Alfacell  security  holders,  as soon as practicable,  an earnings  statement
(which need not be audited)  which will satisfy the  provisions of Section 11(a)
of the Securities Act.
                                            
     (b) The  Pledgor  recognizes  that the  Pledgee  may be  unable to effect a
public sale of any or all of the Pledged Stock by reason of certain prohibitions
contained in the Securities Act and applicable state securities laws, but may be
compelled to resort to one or more private sales  thereof to a restricted  group
of purchasers who will be obliged to agree,  among other things, to acquire such
securities  for  their own  account  for  investment  and not with a view to the
distribution or resale  thereof.  The Pledgor  acknowledges  and agrees that any
such  private  sale may result in prices and other items less  favorable  to the
seller  than  if  such  sale  were  a  public  sale  and,  notwithstanding  such
circumstances,  agrees that any such  private  sale shall be deemed to have been
made in a  commercially  reasonable  manner.  The  Pledgee  shall  be  under  no
obligation  to delay a sale of any of the  Pledged  Stock for the period of time
necessary to permit any issuer of such  securities to register  such  securities
for public sale under the Securities Act, or under  applicable  state securities
laws, even if such issuer would agree to do so.
                                             
     (c) The  Pledgor  further  agrees to do or cause to be done all such  other
acts and things as may be  necessary to make such sale or sale of any portion or
all of the Pledged  Stock valid and binding and in  compliance  with any and all


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applicable laws, regulations,  orders, writs, injunctions,  decrees or awards of
any and all governmental  bodies,  agencies,  authorities or  instrumentalities,
domestic or foreign, having jurisdiction over any such sale or sales, all at the
Pledgor's  expense.  The  Pledgor  further  agrees  that a breach  of any of the
covenants  contained  in this  Section 12 will cause  irreparable  injury to the
Pledgee,  that the  Pledgee  has no  adequate  remedy at law in  respect of such
breach and, as a consequence,  agrees that each and every covenant  contained in
this Section 12 shall be  specifically  enforceable  against the Pledgor and the
Pledgor  hereby waives and agrees not to assert any defenses  against any action
for specific performance of such covenants except for a defense that no Event of
Default has occurred and is continuing under the Agreements.
                                             
     (d) The  Pledgor  will  indemnify  the Pledgee  and the  Pledgee's  and its
respective  shareholders,   directors,   agents,   officers,   subsidiaries  and
affiliates and all others  participating  in the distribution of such securities
against all claims,  losses,  damages,  judgments and liabilities  caused by any
untrue  statement (or alleged  untrue  statement)  of a material fact  contained
therein (or in any related registration statement,  notification or the like) or
by any  omission  (or  alleged  omission)  to state  therein  (or in any related
registration statement, notification or the like) a material fact required to be
stated  therein or  necessary  to make the  statements  therein not  misleading,
except  insofar  as the same may have  been  caused by an  untrue  statement  or
omission  based upon  information  furnished  in  writing to the  Pledgor by the
Pledgee expressly for use therein.



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     SECTION 13.  Expenses.  The Pledgor will upon demand pay to the Pledgee the
amount of any and all reasonable  expenses,  including the  reasonable  fees and
disbursements of the Pledgee's counsel and of any experts and agents,  which the
Pledgee may incur in connection with (i) the custody, preservation,  use, or the
sale of,  collection from, or other realization upon, any of the Stock, (ii) the
lawful exercise or enforcement of any of the rights of the Pledgee hereunder, or
(iii) the failure by Pledgor to perform or observe any of the provisions hereof.

     SECTION 14. The Pledgee as Agent.

     (a) The Pledgee  will hold in  accordance  with this Pledge  Agreement  all
items of the Pledged  Stock at any time  received  under this Pledge  Agreement.
Subject to this Pledge Agreement, it is expressly understood and agreed that the
obligations of the Pledgee as holder of the Pledged Stock and interests  therein
and with respect to the  disposition  thereof,  and otherwise  under this Pledge
Agreement, are only those expressly set forth in this Pledge Agreement.

     (b) The Pledgee shall be deemed to have  exercised  reasonable  care in the
custody and  preservation  of the Pledged Stock in its possession if the Pledged
Stock is  accorded  treatment  substantially  equal to that  which  the  Pledgee
accords its own Property,  it being  understood  that the Pledgee shall not have
responsibility  for (i)  ascertaining  or taking  action with  respect to calls,
conversions,  exchanges, maturities, tenders or other matters relative to any of
the Pledged Stock, whether or not the Pledgee has or is deemed to have knowledge
of such matters,  or 



                                       16


<PAGE>



(ii) taking any  necessary  steps to preserve  rights  against any parties  with
respect to any of the Pledged Stock.

     SECTION 15. Transfer by the Pledgor;  Release of Pledged Stock. (a) Neither
the Pledgor, nor Alfacell,  will make any sale, transfer or other disposition in
respect of, or grant,  assume,  create or suffer to exist any lien with  respect
to, any of the Pledged Stock or any interest  therein  (except  pursuant to this
Pledge Agreement),  provided,  however, that notwithstanding  anything contained
herein to the  contrary,  the Pledgor may,  from time to time,  request that the
Pledgee,  in its sole  discretion,  release a portion of the Pledged  Stock when
market conditions are favorable,  in order to permit the sale of such stock in a
public  or  private  sale  whereupon  the  proceeds  of any such  sale  shall be
delivered  (net of capital  gains  taxes,  if any) to the  Pledgee to be applied
against the  Obligations.  A request to sell a portion of the Pledged Stock will
be  approved  by the Pledgee  only after  receipt of an opinion  letter from the
Pledgor's  counsel,  in a form acceptable to the Pledgee in its sole discretion,
that any such sale of the Pledged Stock conforms with the  requirements  of Rule
144 of the  Securities  Act.  The Pledgee  shall  provide to the Pledgor and its
counsel  written notice of the amount and  application of any proceeds  realized
upon the sale of any shares of Pledged Stock hereunder.

     (b) The sale by the  Pledgee of any of the  Pledged  Stock shall not affect
the Pledgee's security interest in the remaining Pledged Stock under this Pledge
Agreement.



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<PAGE>



     (c) If, at any time,  the  market  value of the  Pledged  Stock held by the
Pledgee,  as  determined by the Pledgee in its  reasonable  discretion as of the
most recent date of sale of Pledged Stock hereunder,  is less than the aggregate
amount of the  outstanding  principal  due under  the  Shogen  Term Note and the
Alfacell Term Note,  the Pledgor will provide to the Pledgee within fifteen (15)
days  thereafter,  sufficient  additional  capital  stock of  Alfacell  or other
collateral  acceptable  to the  Pledgee so that the market  value of the Pledged
Stock in which the Bank has a security  interest,  together  with any such other
collateral  and any cash  proceeds  realized  upon the sale of shares of Pledged
Stock will equal or exceed the aggregate  amount of outstanding  principal under
the Shogen Term Note and the Alfacell Term Note.

     SECTION 16. Further Assurances.

     The Pledgor  agrees that at any time and from time to time upon the written
request of the Pledgee, the Pledgor will promptly, and in any event within three
(3) days following such request, execute and deliver, such further documents and
do such further acts and things as the Pledgee may  reasonably  request in order
to effect the  purposes of this Pledge  Agreement,  except,  that  matters of an
emergent  nature shall be acted upon by the Pledgor more  promptly.

     SECTION 17.  Severability.  Any provision of this Pledge Agreement which is
prohibited or unenforceable in any jurisdiction  shall, as to such jurisdiction,
be ineffective to the extent of such  prohibition  or  unenforceability  without
invalidating  the  remaining  provisions  hereof,  and any such  prohibition  or



                                       18


<PAGE>



unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provision in any other jurisdiction.

     SECTION 18. Waivers and  Amendments;  Successors  and Assigns.  None of the
terms or provisions of this Pledge Agreement may be waived,  altered,  modified,
terminated or amended  except by an instrument in writing,  duly executed by the
Pledgor  and the  Pledgee.  This Pledge  Agreement  and all  obligations  of the
Pledgor  hereunder  shall be  binding  upon the  successors  and  assigns of the
Pledgor,  and  shall,  together  with the  rights and  remedies  of the  Pledgee
hereunder,  inure to the benefit of the Pledgee, and its successors and assigns;
provided,  however,  that the Pledgor may not assign or otherwise dispose of any
of his rights or obligations  hereunder.  The remedies herein are cumulative are
not exclusive of any remedies provided by law or by any other security agreement
executed by Pledgor in favor of Pledgee.  The existence and terms and conditions
of any other  security  agreement  executed  by the Pledgor in favor of Pledgee,
whether  covering the Pledged Stock or any other property of the Pledgor,  shall
remain in full force and effect and shall not be deemed to have been  terminated
by, or as a result of the execution and delivery of, this Agreement.

     SECTION 19.  Governing Law. This Pledge Agreement shall be governed by, and
be construed and  interpreted  in accordance  with, the laws of the State of New
Jersey, without regard to principles of conflicts of laws. The Pledgor agrees to
submit to the jurisdiction of any state or federal court within the State of


                                       19


<PAGE>



New Jersey in any action arising out of the terms, enforcement or breach of this
Pledge Agreement or any other documents delivered hereunder.

     SECTION  20.  Counterparts.  This Pledge  Agreement  may be executed in any
number of  counterparts,  each of which  shall be an  original  and all of which
shall  constitute  one  agreement.  It shall not be necessary in making proof of
this Pledge  Agreement or of any document  required to be executed and delivered
in  connection  herewith  or  therewith  to produce or account for more than one
counterpart.

     SECTION 21.  Headings,  Plurals.  Article and  Section  headings  have been
inserted  herein for  convenience  only and shall not be  construed to be a part
hereof or thereof. Unless the context otherwise requires,  words in the singular
number include the plural and words in the plural include the singular.

     SECTION 22. Termination; Release. After full payment and performance of all
of the Obligations,  this Pledge Agreement shall terminate,  and the Pledgee, at
the request and expense of the Pledgor,  will execute and deliver to the Pledgor
a  proper   instrument  or  instruments   acknowledging   the  satisfaction  and
termination of this Pledge Agreement, and will duly assign, transfer and deliver
to the Pledgor  (without  recourse and without any  representation,  warranty or
release)  such of the Pledged  Stock as may be in the  possession of the Pledgee
and as has not theretofore been sold or otherwise  applied or released  pursuant
to this Pledge Agreement.



                                       20


<PAGE>



     SECTION 23.  WAIVER OF JURY TRIAL.  THE  PLEDGOR,  ALFACELL AND THE PLEDGEE
HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL  PROCEEDING TO WHICH THEY ARE PARTIES
INVOLVING,  DIRECTLY  OR  INDIRECTLY,  ANY  MATTER  (WHETHER  SOUNDING  IN TORT,
CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF,  RELATED TO, OR CONNECTED WITH
THIS PLEDGE  AGREEMENT OR THE RELATIONSHIP  ESTABLISHED  HEREUNDER OR ANY OF THE
OTHER LOAN DOCUMENTS.



                                       21


<PAGE>



     IN WITNESS  WHEREOF,  the Pledgor and the Pledgee  have caused this Pledged
Agreement to be duly  executed and  delivered as of the day and year first above
written. 


                                         PLEDGOR



                                         /s/KUSLIMA SHOGEN
                                         -----------------
                                         Kuslima Shogen


                                         ALFACELL CORPORATION



                                         BY: /s/KUSLIMA SHOGEN
                                            ------------------
                                             Kuslima Shogen

                                         Title:  President


                                         FIRST FIDELITY BANK, N.A., NEW JERSEY



                                         By: /s/RICHARD A. WOLBACH
                                             ---------------------
                                             Richard A. Wolbach

                                         Title:  Vice President



                                       22


<PAGE>



                                    EXHIBIT A



Certificate Nos.        Dated                Unit             Total Shares
----------------        -----              -------            ------------
CU17142 to 5            4-27-92              1,000                4,000
CU16298 to 301          5-29-91              1,000                4,000
CU12873                 9-1-87             500,000              500,000
CU17098 to 105          4-27-92              5,000               40,000
CU17106 to 141          4-27-92              1,000               36,000
CU14422 to 7            5-30-89             50,000              300,000
CU16675                 10-23-91               300                  300
CU16665                 10-21-91               700                  700
CU16694                 11-8-91                500                  500
CU16477                 8-7-91                 500                  500
CU7300                  3-21-85            100,000              100,000
CU11495                 12-29-86           150,000              150,000
                                                              ---------

                                                              1,136,000
                                                            shares held



                                       23