Exhibit 10.20

                              PLEASE READ CAREFULLY
                  IF YOU DO NOT UNDERSTAND THE DOCUMENT FULLY,
                                 DO NOT SIGN IT
                     CONSULT WITH AN ATTORNEY BEFORE SIGNING
                  THIS SEPARATION AGREEMENT AND GENERAL RELEASE
                          INCLUDES A RELEASE OF ANY AND
                ALL KNOWN AND UNKNOWN CLAIMS AGAINST THE COMPANY


     SEPARATION  AGREEMENT and GENERAL RELEASE (the "Agreement") made as of this
31st  day  of  August  1999,   between  Gail  Fraser   ("Fraser")  and  Alfacell
Corporation,  a Delaware  Corporation,  and related and/or affiliated  companies
(the "Company").

     WHEREAS,  the  Company  and Fraser wish to resolve and to fully and finally
settle, compromise and forever discharge any and all claims and issues that were
raised,  or which could have been  raised,  or which  Fraser has now or may ever
have had against the Company;

     NOW THEREFORE, in consideration of the mutual promises contained herein, it
is agreed as follows:

     1. Fraser has resigned as Vice President Finance,  Chief Financial Officer,
Director and an employee of the Company,  and for purposes of this Agreement the
parties agree that her  resignation was effective as of June 23, 1999 (the "Date
of  Resignation").  The  parties  agree  that  Fraser  is  not  entitled  to any
compensation from the Company  subsequent to the Date of Resignation,  except as
specifically set forth herein.

     2. In full  satisfaction  of the  Company's  obligations  to Fraser  and in
consideration for all of Fraser's agreements and covenants set forth herein, the
Company agrees:

     a) For the period  commencing on the Date of  Resignation  and  terminating
July 31, 1999, the Company shall pay Fraser the salary which would  otherwise be
payable to her during that period  based on her annual  salary as of the Date of
Resignation.  Such  salary  shall be payable in  accordance  with the  Company's
standard  payroll  procedures  (less customary  statutory  withholdings).  It is
understood  and  agreed  that all  payments  made by the  Company  to Fraser for
payroll periods subsequent to the Date of Resignation  (except for the two weeks
vacation pay paid to Fraser on July 30, 1999) shall be credited to the Company's
obligation to Fraser under this Section 2(a).

     b) The Company and Fraser  acknowledge  that as of the Date of  Resignation
(i) Fraser  owned  options to purchase  an  aggregate  of 395,000  shares of the
Common  Stock,  $0.001 par value of the Company (the "Common  Stock")which  were
granted to Fraser under the  Company's  1993 Stock Option Plan,  as amended (the
"Plan") and all of which had vested as of the Date of  Resignation  (the "Vested
Options"),  and (ii) pursuant to the terms of the Plan, the Vested Options would
terminate in their entirety on various dates on or before December 30, 1999. The
Company and Fraser agree that, notwithstanding the foregoing, the Vested Options
will remain  exercisable  until,  and will terminate on,  December 30, 2000. The
Company and Fraser agree that options to purchase an aggregate of 70,000  shares
of Common Stock (the "Unvested  Options") which were granted to Fraser under the
Plan and which were not vested as of the Date of Resignation,  will be deemed to
have vested as of the Date of Resignation and will remain exercisable until, and
will  terminate  on,  December  30,  2000.  The  Company   represents  that  the
Compensation  Committee of its board of directors  has  specifically  waived the
provisions of the Plan that would prohibit the Unvested  Options from vesting in
accordance  with the  preceding  sentence  and which  would have caused both the
Vested Options and the Unvested  Options to terminate on the 190th day after the
termination  of Fraser's  employment  with the Company.  Except for the forgoing
modifications,  the terms of the Vested  Options,  the Unvested  Options and the
Plan shall remain unchanged.

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     c) The Company will  continue  and assume the payments for Fraser's  and/or
her dependents'  (who are qualified  beneficiaries)  health insurance until July
27,  1999  under the terms and  conditions  currently  applicable  to  full-time
employees of the Company to the extent  available to full-time  employees during
this  period,  and  under  the  terms and  conditions  of the New  Jersey  Group
Continuation ("NJGC"),  provided, however, that if Fraser receives or is offered
health insurance  pursuant to a new employment  arrangement and she accepts that
employment, the Company's obligation under this Section 2(c) will terminate. All
coverage provided to Fraser and/or her dependents  pursuant to this Section 2(c)
shall be subject to the provisions of the applicable  insurance policies and the
continuation  provisions of NJGC (and any changes or amendments  with respect to
such plans, policies or statute).

     3. Fraser  agrees  that the benefit  package set forth in Section 2 is more
than the Company is required to pay under its normal policies and procedures.

     4. This  Agreement is not an admission  of  wrongdoing  or liability of any
kind by the Company or any of its  principals  or  representatives  and any such
wrongdoing and liability is expressly denied.

     5. (a) As  consideration  for the  performance  of  promises of the Company
herein,  Fraser, for herself, her heirs,  successors,  and assigns,  does hereby
release and forever discharge the Company and its officers,  directors,  agents,
employees,  successors and assigns (the "Releasees") from any and all liability,
damages, claims,  complaints,  suits in equity and actions at law, of any nature
whatever,  tort or contract, and in any forum whatever,  whether such claims are
known to  exist or  hereinafter  become  known,  arising  out of or  related  to
Fraser's  employment  with the Company and the cessation of her employment  with
the Company including but not limited to claims of wrongful discharge, breach of
contract,  breach of an implied covenant of good faith and fair dealing,  fraud,
misrepresentation,  defamation,  slander,  libel, personal injury,  negligent or
intentional  infliction  of  emotional  harm or  distress,  wrongful  denial  of
severance  pay  and/or  discrimination  based on  race,  national  origin,  sex,
religion  and/or  disability,  and including  but not limited to claims  arising
under or based upon the Age Discrimination in Employment Act of 1967, as amended
("ADEA"),  Title VII of the Civil  Rights  Act of 1964,  as  amended,  the Civil
Rights Act of 1991, the Equal Pay Act of 1963,  the Americans With  Disabilities
Act of 1990, the New Jersey Law Against Discrimination,  N.J.S.A.  10:5-12a, and
any other laws or regulations, state or federal.

     Fraser agrees to discharge, indemnify and hold harmless the Company and its
officers, directors, agents, employees,  successors and assigns from any and all
liability from such claims asserted by Fraser, or by another on behalf of Fraser
at Fraser's specific request.

     (b) Fraser  further  agrees that she will not  institute or  authorize  any
other party, either  governmental or otherwise,  to institute any administrative
or legal  proceedings  against the Company,  its  officers,  agents,  employees,
successors and assigns as a result of, or in connection with, any claims arising
out of or related to Fraser's  employment  with the Company and the cessation of
her employment with the Company.

     c) The Company for itself and fo r its  affiliates,  successors and assigns
does hereby fully release and forever  discharge Fraser,  her heirs,  executors,
administrators,  successors and assigns,  of and from any and all claims arising
out of or related to Fraser's  employment  with the Company and the cessation of
her  employment  with the  Company,  whether or not now known or  suspected,  by
reason  of any  actual  or  alleged  act,  omission,  transaction,  practice  or
occurrence, or other matter up to and including the date of this Agreement.

     6. Each party further  understands and agrees that the other party is in no
way liable or responsible for such party's attorney's fees and costs, if any, in
this matter.


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     7.  Fraser  represents  that she has not filed and agrees that she will not
file any claims or causes of action of any kind  against the  Releasees  arising
out of or related to Fraser's  employment  with the Company and the cessation of
her employment with the Company with any local,  state or federal agency,  court
or  tribunal,  nor does she have any  knowledge or reason to believe that anyone
else has filed such a charge or complaint on her behalf.  If Fraser  should file
such a charge or complaint,  or if a charge or complaint is filed on her behalf,
or if any such agency shall ever assume  jurisdiction  against the  Releasees on
behalf of Fraser,  Fraser agrees that the compensation and benefits  provided to
her by the Company  under this  Agreement  shall be her sole remedy  against the
Releasees and she shall not seek or accept any further  compensation  or damages
from the Company or the Releasees.  Fraser agrees not to assist or aid any other
person in bringing,  prosecuting,  or maintaining any claim,  charge,  action or
proceeding  against the Releasees unless required by law to do so, and then only
to the extent required by law.

      8. a) The terms of this Agreement are to be kept strictly  confidential by
each  party.  Unless  compelled  to  testify  at  a  deposition,  administrative
proceeding,  trial, or as required by law,  government rule or regulation,  each
party shall refrain from issuing to the public,  including  without  limitation,
other  potential  or present  plaintiffs,  claimants or  complainants,  press or
media, any article, memorandum, release, publicity or statement, whether oral or
written,  concerning the terms or conditions of this Agreement, except that each
party may discuss such terms with its  respective  legal  counsel,  tax advisor,
accountant,  and  financial  institution  or potential  lenders,  and Fraser may
discuss such terms with her husband, provided that all such persons abide by the
confidentiality provisions herein applicable to the party making such disclosure
to such person.  Notwithstanding the foregoing, the parties acknowledge that the
Company may be required to publicly  disclose the terms of this Agreement and to
file this  Agreement  as an  exhibit  with the SEC in order to  comply  with its
disclosure   obligations  under  applicable  securities  laws  and  regulations.
Notwithstanding the foregoing,  either party can discuss this Agreement publicly
to the extent its terms are disclosed in a filing by the Company with the SEC.

     b) Fraser  agrees that the Company has issued a press  release and may make
further  public  statements  it deems  necessary  to  inform  the  public of her
resignation  which  shall  refer to such  resignation  as  based  on the  mutual
agreement of Fraser and the Company.

     9. a) The Company agrees not to make any  disparaging or negative  comments
concerning  Fraser.  Fraser  agrees  that she will not make any  disparaging  or
negative comments concerning the Company, any officers, directors, employees and
consultants to the Company, or concerning the Company's drug products,  clinical
trials, technologies or therapies in any stage of development,  nor will he take
any action  which  could have  reasonably  been  viewed as to be  intended to be
detrimental to the Company.

     b) Fraser  expressly  agrees  that  should she  breach any of the  material
covenants and provisions  contained herein, the Company's obligation to make the
payments  provided in Section  2(a) shall  terminate  immediately,  the Unvested
Options  described  in  Section  2(b) and then  held by Fraser  shall  terminate
immediately  and the Vested  Options  Described in Section 2(b) and then held by
Fraser shall be  exercisable  only to the extent  provided  under their original
terms and  subject  to the  provisions  of the Plan.  Any such  breach  shall be
subject to the dispute resolution  provisions in Section 11. The foregoing shall
not be the Company's exclusive remedy for any such breach.

     c) The Company  expressly  agrees that should it breach any of the material
covenants and provisions contained herein,  Fraser's obligations hereunder shall
terminate  immediately.  Any  such  breach  shall  be  subject  to  the  dispute
resolution  provisions  in  Section  11.  The  foregoing  shall not be  Fraser's
exclusive remedy for any such breach.

     d) Notwithstanding  the foregoing,  Fraser may provide testimony to the FDA
or any other  federal  agency if  required to by an  administrative  or judicial
subpoena.


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     10. a)  Fraser  agrees to keep  secret  and shall not use all  confidential
information of the Company and its subsidiaries,  including, without limitation,
information  regarding  trade  secrets,   "know-  how,"  information  concerning
clinical  trials,   consultant  contracts,   details  of  author  or  consultant
contracts,   operational  methods,   marketing  plans  or  strategies,   product
development  techniques  or plans,  business  acquisition  plans,  new personnel
acquisition  plans,  methods of manufacture,  technical  processes,  designs and
design projects, investigations, searches, other confidential documents, whether
or  not  so  labeled,  and  other  business  affairs  of  the  Company  and  its
subsidiaries  learned by her at any time,  and shall not disclose them to anyone
outside of the Company.

     b) All memoranda,  notes, lists,  records, work product and other documents
whether or not labeled "Confidential" (and all copies thereof), made or compiled
by Fraser or made  available to Fraser,  concerning  the  Company,  shall be the
Company's  property  and shall be  delivered  to the Company  promptly  upon the
execution of this Agreement.

     c)  Employee  agrees that all  methods,  analyses,  reports,  plans and all
similar or related  information  which (i) relate to the  Company and which (ii)
were  conceived,  developed or made by Fraser in the course of her  relationship
with the Company belong to the Company.  Fraser will promptly disclose such work
product to the  Company and perform  all  actions  reasonably  requested  by the
Company to establish and conform such ownership by the Company.

     d) Fraser  agrees that she shall not for the period  commencing on the Date
of Resignation  through December 30, 2000,  directly or indirectly,  for her own
account or jointly with another, or for or on behalf of any current or potential
competitor  of the  Company,  employer  or  other  entity,  solicit,  induce  or
encourage  any  person  to leave the  employment  of the  Company  or any of its
parents,  subsidiaries,   affiliates,  divisions,  related  entities  and  their
successors or assigns,  or solicit,  induce or encourage any business or account
of the Company in which Fraser has  participated or in any way been active prior
to the termination of Fraser's  employment to terminate their  employment of, or
otherwise terminate their relations with, the Company.

     e) For the period  commencing on the Date of Resignation  through  December
30, 2000,  Fraser shall not engage  directly or indirectly in or become employed
by,  serve  as an agent or  consultant  to,  or  become  a  partner,  principal,
affiliate, representative or stockholder of any partnership,  corporation or any
other entity which conducts research on, manufactures,  distributes, or develops
RNase-based  pharmaceuticals provided,  however, that Fraser's ownership of less
than five percent of the issued and outstanding  stock of any corporation  whose
stock is traded on an  established  securities  market  shall not  constitute  a
breach of this provision;  and provided further,  however,  that the restriction
set  forth in this  Section  10(e)  shall  not  apply to any  company  which has
acquired a license for the Company's Onconase product from the Company.

     11. a) If either party  believes  that the other party has  committed or is
about to commit a breach of the  Agreement,  counsel for such party shall notify
counsel for such other party of the substance of the information which forms the
basis for such belief. Counsel for such other party shall provide a response and
both counsel shall  attempt to reach an amicable  resolution of the matter prior
to pursuing the remedies set forth herein.

     b) If  Fraser  breaches  or  threatens  to  commit a  breach  of any of the
provisions  of Section  10, the  Company  shall have,  without  limitation,  the
following rights and remedies,  severally enforceable,  in addition to any other
rights and remedies available to the Company under this Agreement or otherwise:

          (i)  The  right  to  have  the  covenants   contained  in  Section  10
     specifically  enforced by any court having  equity  jurisdiction,  it being
     agreed that any such  breach or  threatened  breach will cause  irreparable
     injury to the Company and that money  damages  will not provide an adequate
     remedy to the Company.

          (ii) The right to require  Fraser to  account  for and pay over to the
     Company all compensation,  profits, monies,  accruals,  increments or other
     benefits  (collectively,  "Benefits")  derived or received by Fraser as the
     result of any transaction(s)  constituting a breach of any of the covenants
     contained in Section 10.

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          (iii) Fraser will forfeit all benefits  received  under this Agreement
     (except for the two weeks  vacation  pay paid to Fraser on July 30,  1999),
     the  Company's  obligation  to make the  payments  provided in Section 2(a)
     shall terminate immediately, the Unvested Options described in Section 2(b)
     and then held by Fraser shall terminate  immediately and the Vested Options
     described in Section 2(b) and then held by Fraser shall be exercisable only
     to the  extent  provided  under  their  original  terms and  subject to the
     provisions of the Plan,  except in each case with respect to those benefits
     and payments covered by the Employees Retirement Investment Security Act.

     c) The Company and Fraser  agree that if any court  determines  that any of
the covenants  contained in Section 10, or any part thereof,  are  unenforceable
because of the duration or geographic scope of such provision,  such court shall
have the power to reduce the  duration or scope of such  provision,  as the case
may be, and, in its reduced form, such provision shall then be enforceable.

     12. Fraser hereby  represents  that she has been advised by the Company (a)
that the execution of this Agreement is a very  important  decision which should
not be made before discussing it with her family, and (b) Fraser agrees that the
Company has  recommended  that she consult with an attorney  before signing this
Agreement.  Fraser also  acknowledges that she received a copy of this Agreement
on August 31, 1999 and that she has been given up to 22 calendar  days to review
and consider it.

     13. Fraser expressly  states that she has carefully  reviewed the Company's
proposals  concerning  Fraser's separation from the Company and acknowledges and
agrees that she fully  understands  the terms and conditions of this  Agreement,
and expressly agrees that the signing of this document is done voluntarily.

     14. This  Agreement is made and entered into in the State of New Jersey and
shall in all respects be  interpreted,  governed and by the laws of the State of
New Jersey and to be enforced by the federal or state courts in the State of New
Jersey.

     15. This Agreement sets forth the entire agreement between the parties, and
fully supersedes any and all prior agreements or  understandings  which may have
existed between the parties,  and may not be modified except by a writing signed
by all parties;  provided that nothing in this Agreement  shall affect or modify
Fraser's  Indemnity  Agreement  with the Company  dated July 21, 1995,  attached
hereto as Exhibit A, which shall continue in full force and effect in accordance
with its terms. The Company shall continue to include Fraser as a covered person
under its directors' and officers' insurance policy for as long as such coverage
is  provided  for the  Company's  officers  and  directors,  provided  that  the
Company's  obligation  to provide  such  coverage to Fraser  shall  terminate on
December 31, 2005.

     16. THIS  AGREEMENT MAY BE REVOKED BY FRASER BY DELIVERING A SIGNED WRITTEN
NOTICE OF SUCH  REVOCATION  TO THE COMPANY,  ATTENTION OF KUSLIMA  SHOGEN WITHIN
EIGHT (8) DAYS  AFTER  THIS  AGREEMENT  IS  SIGNED  (THE  "REVOCATION  PERIOD").
NOTWITHSTANDING  ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT,  THE PLAN
OR THE  AGREEMENTS  REPRESENTING  THE VESTED  OPTIONS AND THE UNVESTED  OPTIONS,
NEITHER THE VESTED  OPTIONS NOR THE UNVESTED  OPTIONS MAY BE EXERCISED BY FRASER
UNTIL THE REVOCATION  PERIOD HAS EXPIRED.  IN THE EVENT FRASER SHALL REVOKE THIS
AGREEMENT PRIOR TO THE REVOCATION PERIOD THE VESTED OPTIONS AND UNVESTED OPTIONS
SHALL REVERT TO THEIR ORIGINAL TERMS.

                                      ALFACELL CORPORATION:

/s/ GAIL FRASER                       By:  /s/ KUSLIMA SHOGEN
Gail Fraser                                Kuslima Shogen
                                           Chairman and Chief Executive Officer


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