Exhibit 10.26

                          SECURITIES PURCHASE AGREEMENT

      This Securities  Purchase  Agreement (this "Agreement") is dated as of May
1, 2006, among Alfacell Corporation, a Delaware corporation (the "Company"), and
the purchasers identified on Schedule A hereto (the "Purchasers").

      WHEREAS,  subject to the terms and  conditions set forth in this Agreement
and pursuant to Section 4(2) of the  Securities  Act (as defined below) and Rule
506  promulgated  thereunder,  the  Company  desires  to  issue  and sell to the
Purchasers,  and the  Purchasers  desire to purchase  from the  Company  certain
securities of the Company, as more fully described in this Agreement.

      NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this
Agreement,  and for  other  good and  valuable  consideration  the  receipt  and
adequacy of which are hereby acknowledged,  the Company and the Purchasers agree
as follows:

                                   DEFINITIONS

      Definitions. In addition to the terms defined elsewhere in this Agreement,
for all purposes of this Agreement,  the following terms shall have the meanings
indicated in this Section 1.1:

                  "Action" means any action, suit, inquiry, notice of violation,
proceeding   (including  any  partial   proceeding  such  as  a  deposition)  or
investigation pending or threatened in writing against or affecting the Company,
any  Subsidiary or any of their  respective  properties  before or by any court,
arbitrator,   governmental  or  administrative   agency,   regulatory  authority
(federal,  state,  county,  local or foreign),  stock market,  stock exchange or
trading facility.

                  "Affiliate"  means any Person  that,  directly  or  indirectly
through one or more  intermediaries,  controls or is  controlled  by or is under
common control with a Person, as such terms are used in and construed under Rule
144.

                  "Business Day" means any day except  Saturday,  Sunday and any
day  which  shall  be  a  federal  legal  holiday  or a  day  on  which  banking
institutions in the State of New York are authorized or required by law or other
governmental action to close.

                  "Closing"  means the closing of the  purchase  and sale of the
Shares pursuant to Section 2.

                  "Closing Date" means May 1, 2006.

                  "Commission" means the Securities and Exchange Commission.

                  "Common  Stock" means the common  stock of the Company,  $.001
par value per  share,  and any  securities  into  which  such  common  stock may
hereafter be reclassified.

                  "Common Stock Equivalents" means any securities of the Company
or any  Subsidiary  which entitle the holder  thereof to acquire Common Stock at
any time,  including  without  limitation,  any debt,  preferred stock,  rights,
options,  warrants or other  instrument that is at any time  convertible into or
exchangeable  for, or otherwise  entitles the holder thereof to receive,  Common
Stock or other  securities  that  entitle  the holder to  receive,  directly  or
indirectly, Common Stock.

                  "Exchange Act" means the  Securities  Exchange Act of 1934, as
amended.

                  "Lien" means any lien, charge, encumbrance, security interest,
right of first refusal or other restrictions of any kind.

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                  "Person"  means an  individual  or  corporation,  partnership,
trust,  incorporated  or  unincorporated  association,  joint  venture,  limited
liability company, joint stock company,  government (or an agency or subdivision
thereof) or other entity of any kind.

                  "Proceeding" means an action,  claim,  suit,  investigation or
proceeding   (including,   without  limitation,   an  investigation  or  partial
proceeding, such as a deposition), whether commenced or threatened.

                  "Rule  144"  means  Rule  144  promulgated  by the  Commission
pursuant to the  Securities  Act, as such Rule may be amended from time to time,
or any similar rule or regulation  hereafter  adopted by the  Commission  having
substantially the same effect as such Rule.

                  "Securities Act" means the Securities Act of 1933, as amended.

                  "Shares"  means  the  shares  of  Common  Stock  issued to the
Purchasers pursuant to this Agreement.

                  "Subsidiary" means any wholly-owned subsidiary of the Company.

                  "Trading  Day"  means (i) a day on which the  Common  Stock is
traded on a  Trading  Market,  or (ii) if the  Common  Stock is not  listed on a
Trading   Market,   a  day  on  which  the   Common   Stock  is  traded  in  the
over-the-counter  market, as reported by the OTC Bulletin Board, or (iii) if the
Common Stock is not quoted on the OTC Bulletin  Board, a day on which the Common
Stock is  quoted in the  over-the-counter  market as  reported  by the  National
Quotation Bureau Incorporated (or any similar  organization or agency succeeding
to its  functions of  reporting  prices);  provided,  that in the event that the
Common Stock is not listed or quoted as set forth in (i), (ii) and (iii) hereof,
then Trading Day shall mean a Business Day.

                  "Trading  Market"  means  whichever  of  the  New  York  Stock
Exchange,  the American Stock Exchange,  the NASDAQ National Market,  the NASDAQ
Capital  Market or OTC  Bulletin  Board on which the  Common  Stock is listed or
quoted for trading on the date in question.

                  "Transaction Documents" means this Agreement.

                                PURCHASE AND SALE

      Closing.  Subject to the terms and conditions set forth in this Agreement,
at the Closing the Company  shall issue and sell to the  Purchasers an aggregate
of  174,927  Shares  for a per Share  purchase  price of $3.43 and an  aggregate
purchase price of $600,000.  Each Purchaser  shall purchase from the Company the
number  of  Shares  for  the  Aggregate  Purchase  Price  appearing  next to the
Purchaser's name on Schedule A .

      The Closing  shall take place at the offices of Heller Ehrman LLP, 7 Times
Square,  New York,  NY 10036 on May 1, 2006,  2006 or at such other  location or
time as the parties may agree.

      Closing Deliveries. (b) At the Closing, the Company shall deliver or cause
to be delivered to each Purchaser the following:

                      a  certificate  evidencing  the number of Shares set forth
next to each Purchaser's name on Schedule A hereto; and

                  At the Closing,  the  Purchasers  shall deliver or cause to be
delivered to the Company the following:

                      $600,000,  in United  States  dollars  and in  immediately
available  funds,  by wire  transfer to an account  designated in writing by the
Company for such purpose.

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                         REPRESENTATIONS AND WARRANTIES

      Representations  and  Warranties of the Company.  The Company hereby makes
the following representations and warranties to the Purchaser:

                  Subsidiaries.   The   Company   has  no  direct  or   indirect
subsidiaries.

                  Organization and Qualification.  The Company is an entity duly
incorporated or otherwise organized, validly existing and in good standing under
the  laws  of  the  jurisdiction  of  its   incorporation  or  organization  (as
applicable),  with  the  requisite  power  and  authority  to own  and  use  its
properties and assets and to carry on its business as currently  conducted.  The
Company  is  not  in  violation  of any  of  the  provisions  of its  respective
certificate  or articles of  incorporation,  bylaws or other  organizational  or
charter  documents.  The Company is duly qualified to conduct business and is in
good standing as a foreign  corporation or other entity in each  jurisdiction in
which the nature of the business  conducted  or property  owned by it makes such
qualification necessary,  except where the failure to be so qualified or in good
standing, as the case may be, could not, individually or in the aggregate,  have
or  reasonably  be expected to result in (i) an adverse  effect on the legality,
validity or  enforceability  of any  Transaction  Document,  (ii) a material and
adverse  effect on the results of  operations,  assets,  prospects,  business or
condition (financial or otherwise) of the Company, taken as a whole, or (iii) an
adverse  impairment  to the  Company's  ability to perform on a timely basis its
obligations  under  any  Transaction  Document  (any of (i),  (ii) or  (iii),  a
"Material Adverse Effect").

                  Authorization;  Enforcement.  The  Company  has the  requisite
corporate  power and authority to enter into and to consummate the  transactions
contemplated by each of the Transaction Documents and otherwise to carry out its
obligations  thereunder.  The execution and delivery of each of the  Transaction
Documents  by  the  Company  and  the  consummation  by it of  the  transactions
contemplated  thereby have been duly  authorized by all necessary  action on the
part of the  Company  and no  further  action  is  required  by the  Company  in
connection therewith.  Each Transaction Document has been (or upon delivery will
have been) duly executed by the Company and, when  delivered in accordance  with
the terms  hereof,  will  constitute  the valid and  binding  obligation  of the
Company enforceable against the Company in accordance with its terms.

                  No Conflicts.  The execution,  delivery and performance of the
Transaction  Documents by the Company and the consummation by the Company of the
transactions  contemplated  thereby  do not and  will not (i)  conflict  with or
violate any provision of the Company's certificate or articles of incorporation,
bylaws or other  organizational or charter documents,  or (ii) conflict with, or
constitute  a default  (or an event  that  with  notice or lapse of time or both
would  become a default)  under,  or give to others  any rights of  termination,
amendment,  acceleration or cancellation (with or without notice,  lapse of time
or both) of, any agreement,  credit facility,  debt or other instrument or other
understanding  to which the Company is a party or by which any property or asset
of the Company is bound or affected,  or (iii) result in a violation of any law,
rule, regulation,  order, judgment,  injunction,  decree or other restriction of
any court or governmental  authority to which the Company is subject  (including
federal and state securities laws and regulations),  or by which any property or
asset of the Company is bound or affected; except in the case of each of clauses
(ii) and (iii),  such as could not,  individually  or in the aggregate,  have or
reasonably be expected to result in a Material Adverse Effect.

                  Filings,  Consents and Approvals.  The Company is not required
to obtain any consent, waiver, authorization or order of, give any notice to, or
make any filing or registration  with, any court or other federal,  state, local
or  other  governmental  authority  or  other  Person  in  connection  with  the
execution, delivery and performance by the Company of the Transaction Documents,
other  than (i) the  application(s)  to the  Trading  Market on which the Common
Stock is listed for trading for the listing of the Shares for trading thereon in
the time and manner required thereby; and (ii) the filing with the Commission of
a Form D and the applicable blue sky forms in the relevant states.

                  Issuance  of the  Securities.  The  Securities  have been duly
authorized  and,  when issued and paid for in  accordance  with the  Transaction
Documents,  will be duly and validly issued, fully paid and nonassessable,  free
and clear of all Liens.

<PAGE>

                  Capitalization.   As  of  January  31,  2006,   the  Company's
capitalization is as set forth in its most recent SEC Report (as defined below).
Except as  disclosed  in the SEC  Reports,  no  securities  of the  Company  are
entitled to preemptive or similar  rights,  and no Person has any right of first
refusal,  preemptive  right,  right of  participation,  or any similar  right to
participate  in the  transactions  contemplated  by the  Transaction  Documents.
Except  as  disclosed  in the SEC  Reports,  there are no  outstanding  options,
warrants,  scrip rights to subscribe to, calls or  commitments  of any character
whatsoever relating to, or securities, rights or obligations convertible into or
exchangeable  for, or giving any Person any right to  subscribe  for or acquire,
any  shares  of Common  Stock,  or  contracts,  commitments,  understandings  or
arrangements  by which the  Company is or may become  bound to issue  additional
shares of Common Stock, or securities or rights convertible or exchangeable into
shares of Common  Stock.  Except as set forth in the SEC Reports,  the issue and
sale of the Shares will not,  immediately or with the passage of time,  obligate
the Company to issue  shares of Common Stock or other  securities  to any Person
(other  than the  Purchasers)  and will not  result in a right of any  holder of
Company securities to adjust the exercise,  conversion,  exchange or reset price
under such  securities;  provided,  however  that  warrants to purchase  189,585
shares  at an  exercise  price of $4.75  per share  held by SF  Capital  contain
weighted-average anti-dilution provisions that will be triggered by the issuance
of the shares.

                  SEC Reports;  Financial  Statements.  The Company has informed
the Purchasers of the  accessibility  of all of its financial  documents and any
other periodic report or definitive  proxy  statement  required to be filed with
the SEC at www.sec.gov.  The Company has filed all reports  required to be filed
by it under the  Securities  Act and the  Exchange  Act,  including  pursuant to
Section 13(a) or 15(d) thereof,  for the twelve months preceding the date hereof
(or such shorter period as the Company was required by law to file such reports)
(the  foregoing  materials  being  collectively  referred  to herein as the "SEC
Reports") on a timely  basis or has timely filed a valid  extension of such time
of filing and has filed any such SEC Reports prior to the expiration of any such
extension.  As of  their  respective  dates,  the SEC  Reports  complied  in all
material  respects with the  requirements of the Securities Act and the Exchange
Act and the rules and regulations of the Commission promulgated thereunder,  and
none of the SEC  Reports,  when  filed,  contained  any  untrue  statement  of a
material fact or omitted to state a material fact required to be stated  therein
or  necessary  in  order  to  make  the  statements  therein,  in  light  of the
circumstances  under  which  they  were  made,  not  misleading.  The  financial
statements  of the Company  included in the SEC Reports  comply in all  material
respects with applicable  accounting  requirements and the rules and regulations
of the Commission with respect thereto as in effect at the time of filing.  Such
financial  statements have been prepared in accordance  with generally  accepted
accounting  principles applied on a consistent basis during the periods involved
("GAAP"),  except as may be otherwise specified in such financial  statements or
the notes  thereto,  and fairly  present in all material  respects the financial
position  of the  Company and its  consolidated  subsidiaries  as of and for the
dates thereof and the results of operations  and cash flows for the periods then
ended,  subject,  in the case of unaudited  statements,  to normal,  immaterial,
year-end  audit  adjustments.  Notwithstanding  anything to the contrary in this
Agreement,  the Company's current financial performance may vary materially from
expectations  disclosed in the Company's SEC Reports and other publicly released
information by the Company.

                  Material  Changes.  Since  the  date  of  the  latest  audited
financial  statements  included  within the SEC Reports,  except as specifically
disclosed  in the SEC  Reports,  (i)  there  has been no  event,  occurrence  or
development  that has had or that could  reasonably  be  expected to result in a
Material  Adverse  Effect,  (ii) the Company has not  incurred  any  liabilities
(contingent  or otherwise)  other than (A) trade  payables and accrued  expenses
incurred in the ordinary  course of business  consistent  with past practice and
(B)  liabilities  not  required  to be  reflected  in  the  Company's  financial
statements pursuant to GAAP or required to be disclosed in filings made with the
Commission,  (iii) the Company has not altered its method of  accounting  or the
identity of its auditors, (iv) the Company has not declared or made any dividend
or  distribution  of cash or other  property to its  stockholders  or purchased,
redeemed or made any  agreements to purchase or redeem any shares of its capital
stock, and (v) the Company has not issued any equity  securities to any officer,
director or Affiliate, except pursuant to existing Company stock option plans or
outstanding options and warrants.

                  Litigation.  Except as set forth in the SEC Reports,  there is
no Action which (i) adversely  affects or challenges  the legality,  validity or
enforceability of any of the Transaction  Documents or the Shares or (ii) could,
if there were an unfavorable decision, individually or in the aggregate, have or
reasonably  be expected to result in a Material  Adverse  Effect.  Except as set
forth in the SEC Reports  during the last three  years,  neither the Company nor
any  director  or  officer  thereof,  is or has been the  subject  of any Action
involving a claim of violation of or liability

<PAGE>

under federal or state  securities  laws or a claim of breach of fiduciary duty.
Except as set forth in the SEC Reports, there has not been, and to the knowledge
of the Company,  there is not pending or contemplated,  any investigation by the
Commission involving the Company or any current or former director or officer of
the  Company.  The  Commission  has not  issued  any stop  order or other  order
suspending the effectiveness of any registration  statement filed by the Company
under the Exchange Act or the Securities Act.

                  Labor  Relations.  Except as disclosed in the SEC Reports,  no
material labor dispute  exists or, to the knowledge of the Company,  is imminent
with respect to any of the employees of the Company.

                  Compliance.  Except  as  disclosed  in the  SEC  Reports,  the
Company  (i) is not in  default  under  or in  violation  of (and no  event  has
occurred  that has not been waived  that,  with notice or lapse of time or both,
would result in a default by the Company),  nor has the Company  received notice
of a claim  that it is in  default  under  or that it is in  violation  of,  any
indenture,  loan or credit  agreement or any other  agreement or  instrument  to
which it is a party or by which it or any of its properties is bound (whether or
not such  default or  violation  has been  waived),  (ii) is in violation of any
order of any court,  arbitrator or governmental body, or (iii) is or has been in
violation of any statute,  rule or  regulation  of any  governmental  authority,
including without limitation all foreign, federal, state and local laws relating
to taxes,  environmental  protection,  occupational  health and safety,  product
quality  and safety and  employment  and labor  matters,  except in each case as
could not,  individually or in the aggregate,  have or reasonably be expected to
result in a Material  Adverse  Effect.  The  Company is in  compliance  with the
applicable  requirements  of the  Sarbanes-Oxley  Act of 2002 and the  rules and
regulations  thereunder  promulgated  by  the  Commission,   except  where  such
noncompliance  could not have or  reasonably be expected to result in a Material
Adverse  Effect.  The Company and the  manufacture,  marketing  and sales of its
products  comply with any and all applicable  requirements  of the Federal Food,
Drug and Cosmetic  Act, 21 U.S.C.  ss. 301, et seq.,  any  applicable  rules and
regulations of the Food and Drug Administration  promulgated thereunder, and any
similar  laws  outside of the  United  States to which the  Company is  subject,
except  where such  noncompliance  could not have or  reasonably  be expected to
result in a Material Adverse Effect.

                  Regulatory  Permits.  The Company  possesses all certificates,
authorizations  and permits issued by the appropriate  federal,  state, local or
foreign regulatory authorities necessary to conduct its business as described in
the SEC Reports,  except  where the failure to possess  such permits  would not,
individually or in the aggregate,  have or reasonably be expected to result in a
Material Adverse Effect ("Material  Permits"),  and the Company has not received
any notice of  proceedings  relating to the  revocation or  modification  of any
Material Permit.

                  Title to Assets.  The Company has good and marketable title in
fee simple to all real property owned by it that is material to its business and
good and marketable title in all personal  property owned by it that is material
to its  business,  in each case free and clear of all  Liens,  except  for Liens
disclosed in the SEC Reports and Liens as do not materially  affect the value of
such property and do not materially  interfere with the use made and proposed to
be made of such property by the Company. Except as disclosed in the SEC Reports,
all real property and facilities  held under lease by the Company are held under
valid,  subsisting and enforceable leases of which the Company is in substantial
compliance.

                  Patents and Trademarks.  To the knowledge of the Company,  the
Company  owns,  or  have  rights  to  use,  all  patents,  patent  applications,
trademarks,  trademark applications,  service marks, trade names, copyrights and
other similar rights (collectively, the "Intellectual Property Rights") that are
necessary for  conducting its business as described in the SEC Reports and which
the  failure  to so  have  could,  individually  or in the  aggregate,  have  or
reasonably be expected to result in a Material  Adverse Effect.  The Company has
not received a written notice that the Intellectual  Property Rights used by the
Company violates or infringes upon the rights of any Person. Except as set forth
in the SEC  Reports,  to the  knowledge of the  Company,  all such  Intellectual
Property Rights are enforceable and there is no existing infringement by another
Person of any of the Intellectual Property Rights.

                  Insurance.  The Company is insured by  insurers of  recognized
financial  responsibility  against  such losses and risks and in such amounts as
are prudent and customary in the businesses in which the Company is engaged. The
Company has no reason to believe  that it will not be able to renew its existing
insurance coverage as

<PAGE>

and when such  coverage  expires  or to obtain  similar  coverage  from  similar
insurers as may be  necessary to continue  its  business  without a  significant
increase in cost.

                  Transactions  With  Affiliates  and  Employees.  Except as set
forth in the SEC Reports,  none of the officers or directors of the Company and,
to the  knowledge of the  Company,  none of the  employees  of the  Company,  is
presently a party to any  transaction  with the Company (other than for services
as employees,  officers and  directors),  including  any contract,  agreement or
other  arrangement  providing for the furnishing of services to or by, providing
for rental of real or  personal  property  to or from,  or  otherwise  requiring
payments to or from any officer,  director or such employee or, to the knowledge
of the Company, any entity in which any officer,  director, or any such employee
has a substantial interest or is an officer, director, trustee or partner.

                  Internal Accounting  Controls.  The Company maintains a system
of internal accounting controls sufficient to provide reasonable  assurance that
(i)  transactions  are  executed  in  accordance  with  management's  general or
specific  authorizations,  (ii) transactions are recorded as necessary to permit
preparation  of financial  statements  in  conformity  with  generally  accepted
accounting  principles  and to maintain  asset  accountability,  (iii) access to
assets is permitted  only in accordance  with  management's  general or specific
authorization,  and (iv) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences.

                  Certain  Fees.  The Purchaser  shall have no  obligation  with
respect  to any fees or with  respect  to any  claims  (other  than such fees or
commissions owed by the Purchaser pursuant to written agreements executed by the
Purchaser  which fees or  commissions  shall be the sole  responsibility  of the
Purchaser) made by or on behalf of other Persons for fees of a type contemplated
in this Section that may be due in connection with the transactions contemplated
by this Agreement.

                  Listing and Maintenance  Requirements.  Except as specified in
the SEC  Reports,  the  Company  has not,  in the two years  preceding  the date
hereof,  received notice (written or oral) from any Trading Market to the effect
that  the  Company  is  not  in  compliance  with  the  listing  or  maintenance
requirements  thereof. The Company is, and has no reason to believe that it will
not in the foreseeable future continue to be, in compliance with the listing and
maintenance requirements for continued listing of the Common Stock on the NASDAQ
Capital  Market.  The issuance and sale of the Securities  under the Transaction
Documents does not contravene the rules and regulations of the Trading Market on
which the Common Stock is currently listed or quoted or any other Trading Market
with whom the Company may be in formal discussions  regarding the listing of the
Common Stock, and no approval of the  shareholders of the Company  thereunder is
required  for the Company to issue and deliver to the  Purchasers  the number of
Shares contemplated by the Transaction Documents.

                  Investment  Company.  The  Company  is  not,  and  is  not  an
Affiliate  of, an  "investment  company"  within the  meaning of the  Investment
Company Act of 1940, as amended.

                  No  Additional  Agreements.  The  Company  does  not  have any
agreement or  understanding  with any Purchaser with respect to the transactions
contemplated  by the  Transaction  Documents  other  than  as  specified  in the
Transaction Documents.

                  Disclosure.  The  Company  confirms  that  neither  it nor any
Person  acting on its behalf has provided the Purchaser or his agents or counsel
with any information that the Company believes constitutes material,  non-public
information.  The Company  understands and confirms that the Purchaser will rely
on the  foregoing  representations  and covenants in effecting  transactions  in
securities of the Company.  All disclosure  provided to the Purchaser  regarding
the Company, its business and the transactions contemplated hereby, furnished by
or on  behalf  of the  Company  (including  the  Company's  representations  and
warranties set forth in this  Agreement) are true and correct and do not contain
any untrue  statement  of a  material  fact or omit to state any  material  fact
necessary  in  order  to make  the  statements  made  therein,  in  light of the
circumstances under which they were made, not misleading.

<PAGE>

      Representations  and Warranties of the Purchasers.  Each Purchaser  hereby
represents and warrants to the Company as follows:

                  Authority.  The  Agreement  has  been  duly  executed  by  the
Purchaser,  and when delivered by the Purchaser in accordance with terms hereof,
will  constitute  the valid and legally  binding  obligation  of the  Purchaser,
enforceable against him in accordance with its terms.

                  Investment  Intent.  The  Purchaser is acquiring the Shares as
principal for his own account for  investment  purposes only and not with a view
to or for  distributing  or reselling  such Shares or any part thereof,  without
prejudice,  however,  to the Purchaser's right at all times to sell or otherwise
dispose of all or any part of such  Securities  in  compliance  with  applicable
federal  and  state  securities  laws.  Subject  to  the  immediately  preceding
sentence,  nothing contained herein shall be deemed a representation or warranty
by the Purchaser to hold the  Securities  for any period of time.  The Purchaser
does not have any agreement or understanding,  directly or indirectly,  with any
Person to distribute any of the Securities.

                  Purchaser  Status.  At the time the  Purchaser was offered the
Shares,  it was,  and at the date  hereof and as of the  Closing  Date it is, an
"accredited  investor" as defined in Rule 501(a) under the  Securities  Act. The
Purchaser is not a  registered  broker-dealer  under  Section 15 of the Exchange
Act.

                  General  Solicitation.  The  Purchaser is not  purchasing  the
Shares as a result of any advertisement,  article, notice or other communication
regarding the Shares  published in any  newspaper,  magazine or similar media or
broadcast  over  television  or radio or  presented  at any seminar or any other
general solicitation or general advertisement.

                  Access to Information.  The Purchaser acknowledges that it has
reviewed  the SEC Reports and the press  release  issued by the Company on April
28, 2006  disclosing  the interim  analyses of its current  Phase IIIb  clinical
trial  for  ONCONASE  and has  been  afforded  (i) the  opportunity  to ask such
questions  as  it  has  deemed  necessary  of,  and  to  receive  answers  from,
representatives  of the  Company  concerning  the  terms and  conditions  of the
offering of the Shares and the merits and risks of investing in the Shares; (ii)
access to information about the Company and its financial condition,  results of
operations, business, properties,  management and prospects sufficient to enable
it to  evaluate  its  investment;  and (iii)  the  opportunity  to  obtain  such
additional  information  that  the  Company  possesses  or can  acquire  without
unreasonable  effort or expense that is necessary to make an informed investment
decision with respect to the  investment.  Neither such  inquiries nor any other
investigation  conducted by or on behalf of the Purchaser or its representatives
or counsel shall modify,  amend or affect the  Purchaser's  right to rely on the
truth, accuracy and completeness of the Company's representations and warranties
contained in the Transaction Documents.

                  Disclosure.  The Purchaser  understands  and confirms that the
Company  will  rely  on  the  foregoing  representations  and  covenants  of the
Purchaser  in  evaluating  whether or not  registration  is  required  under the
Securities  Act for the offer,  sale and issuance of the Shares to the Purchaser
as contemplated herein.

                  Suitability  and   Sophistication.   The  Purchaser,   or  his
"Purchaser  Representative"  as defined in Rule 501(h) of the Exchange  Act, has
such knowledge,  sophistication and experience in financial and business matters
that  he is  capable  of  independently  evaluating  the  risks  and  merits  of
purchasing  the Shares,  and he has sufficient  financial  resources to bear the
loss of his entire investment in the Shares.

The Company acknowledges and agrees that each Purchaser does not make or has not
made  any  representations  or  warranties  with  respect  to  the  transactions
contemplated hereby other than those specifically set forth in this Section 3.2.

                         OTHER AGREEMENTS OF THE PARTIES

      (a) The  Shares  may only be  disposed  of in  compliance  with  state and
federal  securities  laws. In  connection  with any transfer of the Shares other
than pursuant to an effective registration statement, to the Company,

<PAGE>

to an Affiliate of the Purchaser or in connection  with a pledge as contemplated
in Section 4.1(b),  the Company may require the transferor thereof to provide to
the  Company  an opinion of counsel  selected  by the  transferor,  the form and
substance of which opinion shall be reasonably  satisfactory to the Company,  to
the effect that such transfer does not require  registration of such transferred
Shares under the Securities Act.

      (b) Certificates  evidencing the Shares will contain the following legend,
so long as is required by this Section 4.1(b) or Section 4.1(c):

      THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION  OR THE  SECURITIES  COMMISSION  OF ANY  STATE  IN  RELIANCE  UPON AN
EXEMPTION  FROM  REGISTRATION  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND, ACCORDINGLY,  MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
AN  AVAILABLE   EXEMPTION  FROM,  OR  IN  A  TRANSACTION  NOT  SUBJECT  TO,  THE
REGISTRATION   REQUIREMENTS  OF  THE  SECURITIES  ACT  AND  IN  ACCORDANCE  WITH
APPLICABLE  STATE  SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO
THE  TRANSFEROR  TO SUCH  EFFECT,  THE  SUBSTANCE  OF WHICH SHALL BE  REASONABLY
ACCEPTABLE TO THE COMPANY.  THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A
BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

      Furnishing of Information.  As long as any Purchaser owns the Shares,  the
Company  covenants to timely file (or obtain  extensions in respect  thereof and
file within the applicable grace period) all reports required to be filed by the
Company  after the date  hereof  pursuant  to the  Exchange  Act. As long as any
Purchaser owns Shares,  if the Company is not required to file reports  pursuant
to such laws,  it will prepare and furnish to the  Purchaser  and make  publicly
available in accordance with Rule 144(c) such information as is required for the
Purchaser to sell the Shares under Rule 144. The Company further  covenants that
it will take such  further  action as any holder of the  Shares  may  reasonably
request,  all to the extent  required from time to time to enable such Person to
sell such  Shares  without  registration  under the  Securities  Act  within the
limitation of the exemptions provided by Rule 144.

      Integration.  The  Company  shall not,  and shall use its best  efforts to
ensure that no Affiliate of the Company shall,  sell,  offer for sale or solicit
offers to buy or  otherwise  negotiate in respect of any security (as defined in
Section 2 of the Securities Act) that would be integrated with the offer or sale
of the  Shares  in a manner  that  would  require  the  registration  under  the
Securities  Act of the sale of the  Shares to the  Purchasers,  or that would be
integrated  with the offer or sale of the Shares for  purposes  of the rules and
regulations of any Trading Market.

      Securities Laws Disclosure; Publicity. No later than the First Trading Day
after the Closing Date,  the Company shall issue a press release  disclosing the
transactions  contemplated  hereby  and  file  a  Current  Report  on  Form  8-K
disclosing  the  material  terms of the  transactions  contemplated  hereby.  In
addition, the Company will make such other filings and notices in the manner and
time required by the Commission and the Trading Market on which the Common Stock
is listed.

      [Section Intentionally Deleted]

      Non-Public  Information.  The Company covenants and agrees that neither it
nor any other  Person  acting on its behalf will  provide any  Purchaser  or its
agents or counsel with any  information  that the Company  believes  constitutes
material non-public  information,  unless prior thereto the Purchaser shall have
executed  a written  agreement  regarding  the  confidentiality  and use of such
information.  The Company  understands and confirms that each Purchaser shall be
relying on the foregoing representations in effecting transactions in securities
of the Company.

                                  MISCELLANEOUS

      Entire Agreement.  The Transaction  Documents,  together with the Exhibits
thereto,  contain the entire  understanding  of the parties  with respect to the
subject matter hereof and supersede all prior agreements and

<PAGE>

understandings, oral or written, with respect to such matters, which the parties
acknowledge have been merged into such documents and exhibits.

      Notices.  Any  and all  notices  or  other  communications  or  deliveries
required or permitted to be provided  hereunder shall be in writing and shall be
deemed given and effective on the earliest of (a) the date of  transmission,  if
such notice or  communication is delivered via facsimile at the facsimile number
specified in this Section  prior to 6:30 p.m.  (New York City time) on a Trading
Day, (b) the next Trading Day after the date of transmission,  if such notice or
communication  is delivered via facsimile at the facsimile  number  specified in
this  Section on a day that is not a Trading  Day or later  than 6:30 p.m.  (New
York City time) on any Trading  Day, (c) the Trading Day  following  the date of
mailing, if sent by U.S. nationally recognized overnight courier service, or (d)
upon  actual  receipt by the party to whom such  notice is required to be given.
The address for such notices and communications shall be as follows:

      If to the Company:         Alfacell Corporation
                                 225 Belleville Avenue,
                                 Bloomfield, NJ  07003
                                 Attn:  Chief Executive Officer
                                 Facsimile No.:  (973) 748-1355

      With a copy to:            Heller Ehrman LLP
                                 7 Times Square
                                 New York, NY  10036
                                 Attn:  Kevin T. Collins
                                 Facsimile No.:  (212) 847-8742

      If to the  Purchasers:     To the  address for the
                                 Purchaser on Schedule Aor such other address
                                 as may be designated  in writing  hereafter,
                                 in the same manner, by such Person.

      Amendments;  Waivers.  No  provision  of this  Agreement  may be waived or
amended except in a written instrument  signed, in the case of an amendment,  by
the Company and each of the Purchaser or, in the case of a waiver,  by the party
against whom enforcement of any such waiver is sought.  No waiver of any default
with respect to any provision,  condition or requirement of this Agreement shall
be deemed to be a continuing  waiver in the future or a waiver of any subsequent
default or a waiver of any other provision, condition or requirement hereof, nor
shall any delay or omission of either party to exercise  any right  hereunder in
any manner impair the exercise of any such right.

      Construction.  The  headings  herein  are  for  convenience  only,  do not
constitute a part of this  Agreement  and shall not be deemed to limit or affect
any of the provisions hereof. The language used in this Agreement will be deemed
to be the language chosen by the parties to express their mutual intent,  and no
rules of strict  construction  will be applied against any party. This Agreement
shall be construed as if drafted  jointly by the parties,  and no presumption or
burden of proof shall arise favoring or  disfavoring  any party by virtue of the
authorship  of any  provisions  of  this  Agreement  or  any of the  Transaction
Documents.

      Successors and Assigns.  This Agreement shall be binding upon and inure to
the benefit of the parties  and their  successors  and  permitted  assigns.  The
Company may not assign this  Agreement  or any rights or  obligations  hereunder
without the prior written consent of the Purchaser. Any Purchaser may assign any
or all of its rights under this  Agreement  to any Person to whom the  Purchaser
assigns or transfers any Securities,  provided such transferee agrees in writing
to be bound,  with  respect to the  transferred  Securities,  by the  provisions
hereof that apply to the "Purchaser."

      No Third-Party  Beneficiaries.  This Agreement is intended for the benefit
of the parties hereto and their respective  successors and permitted assigns and
is not for the benefit  of, nor may any  provision  hereof be  enforced  by, any
other Person, except as otherwise set forth in Section 4.6.

<PAGE>

      Governing  Law.  All  questions  concerning  the  construction,  validity,
enforcement  and  interpretation  of this  Agreement  shall be  governed  by and
construed and enforced in accordance  with the internal laws of the State of New
York,  without regard to the principles of conflicts of law thereof.  Each party
agrees that all  Proceedings  concerning the  interpretations,  enforcement  and
defense  of the  transactions  contemplated  by this  Agreement  and  any  other
Transaction  Documents (whether brought against a party hereto or its respective
Affiliates, employees or agents) shall be commenced exclusively in the state and
federal courts  sitting in the City of New York,  Borough of Manhattan (the "New
York  Courts").  Each party hereto hereby  irrevocably  submits to the exclusive
jurisdiction  of the  New  York  Courts  for  the  adjudication  of any  dispute
hereunder or in connection herewith or with any transaction  contemplated hereby
or discussed herein (including with respect to the enforcement of the any of the
Transaction Documents),  and hereby irrevocably waives, and agrees not to assert
in  any  Proceeding,  any  claim  that  it is  not  personally  subject  to  the
jurisdiction  of any such New  York  Court,  or that  such  Proceeding  has been
commenced  in an  improper  or  inconvenient  forum.  Each party  hereto  hereby
irrevocably  waives  personal  service of process and consents to process  being
served in any such  Proceeding  by  mailing a copy  thereof  via  registered  or
certified  mail or overnight  delivery (with evidence of delivery) to such party
at the address in effect for notices to it under this  Agreement and agrees that
such service shall constitute good and sufficient  service of process and notice
thereof.  Nothing contained herein shall be deemed to limit in any way any right
to serve  process in any manner  permitted  by law.  Each  party  hereto  hereby
irrevocably  waives,  to the fullest extent permitted by applicable law, any and
all right to trial by jury in any legal proceeding arising out of or relating to
this Agreement or the transactions  contemplated  hereby.  If either party shall
commence a Proceeding to enforce any provisions of a Transaction Document,  then
the prevailing  party in such Proceeding  shall be reimbursed by the other party
for its  attorney's  fees  and  other  costs  and  expenses  incurred  with  the
investigation, preparation and prosecution of such Proceeding.

      Survival.  The  representations,   warranties,  agreements  and  covenants
contained herein shall survive the Closing Date and the delivery of the Shares.

      Execution. This Agreement may be executed in two or more counterparts, all
of which when taken  together shall be considered one and the same agreement and
shall  become  effective  when  counterparts  have been signed by each party and
delivered to the other  party,  it being  understood  that both parties need not
sign the same  counterpart.  In the event that any  signature  is  delivered  by
facsimile  transmission,  such  signature  shall  create  a  valid  and  binding
obligation  of the  party  executing  (or on  whose  behalf  such  signature  is
executed)  with the same force and effect as if such  facsimile  signature  page
were an original thereof.

      Severability.  If any provision of this Agreement is held to be invalid or
unenforceable in any respect,  the validity and  enforceability of the remaining
terms and  provisions  of this  Agreement  shall not in any way be  affected  or
impaired  thereby  and the  parties  will  attempt  to  agree  upon a valid  and
enforceable  provision  that is a reasonable  substitute  therefor,  and upon so
agreeing, shall incorporate such substitute provision in this Agreement.

      [Section Intentionally Deleted]

      Replacement of Securities. If any certificate or instrument evidencing any
Shares is mutilated, lost, stolen or destroyed, the Company shall issue or cause
to be issued in exchange and substitution for and upon cancellation  thereof, or
in lieu of and substitution therefor, a new certificate or instrument,  but only
upon receipt of evidence  reasonably  satisfactory  to the Company of such loss,
theft or destruction and customary and reasonable indemnity,  if requested.  The
applicants for a new certificate or instrument  under such  circumstances  shall
also pay any reasonable  third-party  costs associated with the issuance of such
replacement  Shares. If a replacement  certificate or instrument  evidencing any
Shares is  requested  due to a  mutilation  thereof,  the  Company  may  require
delivery of such mutilated certificate or instrument as a condition precedent to
any issuance of a replacement.

      Remedies.  In addition to being  entitled to exercise all rights  provided
herein or granted by law, including  recovery of damages,  each of the Purchaser
and the Company will be entitled to specific  performance  under the Transaction
Documents.  The  parties  agree  that  monetary  damages  may  not  be  adequate
compensation  for any loss  incurred  by  reason of any  breach  of  obligations
described in the foregoing sentence and hereby agrees to waive in any action for
specific  performance  of any such  obligation  the defense that a remedy at law
would be adequate.

<PAGE>

                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                             SIGNATURE PAGES FOLLOW]

<PAGE>

      IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Securities
Purchase   Agreement  to  be  duly  executed  by  their  respective   authorized
signatories as of the date first indicated above.

                                            ALFACELL CORPORATION



                                            -----------------------------------
                                            Name:   Kuslima Shogen
                                            Title:  Chief Executive Officer




                                            PURCHASER


                                            -----------------------------------
                                            Name:   Jeffrey D'Onofrio

<PAGE>

                                   SCHEDULE A

                               LIST OF PURCHASERS

<TABLE>
<CAPTION>
Name and Address                  Aggregate Purchase Price           Number of Shares
----------------                  ------------------------           ----------------
<S>                                       <C>                            <C>
Jeffrey D'Onofrio                         $600,000                       174,927
633 S.E. Third Avenue
Suite 4R
Fort Lauderdale, FL  33301
</TABLE>