EXHIBIT
10.52







AMENDMENT
TO RETIREMENT AGREEMENT




This
agreement (the “Amendment”) is entered into as of September 14, 2009 (the
“Effective Date”) by Kuslima Shogen (“Shogen”) and Alfacell Corporation, a
Delaware corporation (“Alfacell”).




WHEREAS,
Shogen and Alfacell are parties to a Retirement Agreement dated as of April 25,
2008 (the “Retirement Agreement”);




WHEREAS,
Alfacell is seeking financing required to enable it to continue its operations
and continue to pursue the development of its pharmaceutical
products;




WHEREAS,
Alfacell believes that it must reduce its outstanding obligations, including its
obligations to Shogen under the Retirement Agreement, in order to obtain such
financing;




WHEREAS,
as the founder, former Chief Executive Officer and currently a director and
stockholder of Alfacell, Shogen wishes to see Alfacell obtain such financing,
continue its operations and successfully complete development of its
pharmaceutical products; and




WHEREAS,
Shogen and Alfacell wish to amend the Retirement Agreement as provided
herein.




NOW
THEREFORE, in consideration of the mutual promises and undertakings of the
parties, it is hereby agreed as follows:




1.           Commencing
as of September 14, 2009, the periodic payments payable to Shogen under Section
2(a) of the Retirement Agreement (the “Periodic Payments”) will be paid at the
rate of $150,000 per year rather than at the rate of $300,000 per year as
currently provided in Section 2(a) of the Retirement Agreement, provided that
Shogen shall be entitled to retain all payments received from Alfacell pursuant
to Section 2(a) of the Retirement Agreement from the Termination Date through
September 14, 2009.  Pursuant to the foregoing amendment to the rate
of Periodic Payments, the Periodic Payments during the period from September 14,
2009 through March 31, 2010 shall total $81,250 and the Periodic Payments during
the period from April 1, 2010 through March , 31, 2011 shall total
$150,000.




2.           The
amount of the Continuing Payments payable to Shogen pursuant to Section 3(b)(v)
of the Retirement Agreement shall be changed such that Shogen shall receive
payments equal to (i) 5% of any royalties payable with respect to net sales
which are received by Alfacell pursuant to any and all license agreements
entered into by Alfacell for the marketing and distribution of Licensed Products
rather than the 15% of any such royalties currently set forth in Section 3(b)(v)
of the Retirement Agreement and (ii) 2% of net sales which Alfacell books on its
financial statements rather than the 5% of such net sales currently set forth in
Section 3(b)(v) of the Retirement Agreement, provided that Shogen shall receive
such revised Continuing Payments only to the extent and under the conditions set
forth in Section 3(b)(v) of the Retirement Agreement. All references to 15% in
Section 3(b)(v) of the Retirement Agreement shall be changed to 5% and all
references to 5% in Section 3(b)(v) of the Retirement Agreement shall be changed
to 2%.




3.           In
the event Alfacell shall obtain a positive result in a clinical trial for
ONCONASE®,
Shogen shall be entitled, within 20 business days after Alfacell becomes aware
of such positive result, to receive cash payments or shares of common stock or a
combination of cash and common stock, equal to the amount by which the aggregate
amount of the Periodic Payments actually paid to Shogen during the two year
period following the Termination Date is less than $600,000. Alfacell shall have
the option to make such payment in cash, common stock or a combination thereof.
Any shares of common stock of Alfacell issued to Shogen pursuant to this Section
3 shall not be registered under the Securities Act of 1933 and shall be valued
at the closing price of the common stock on the last trading day before such
common stock is issued. If for any reason, the common stock of Alfacell is not
publicly traded at the time of its issuance it will be valued in good faith by
the board of directors of Alfacell. For purposes of this Section 3, a positive
result in a clinical trial for ONCONASE® shall
be marketing approval of ONCONASE® by
the FDA or EMEA for any indication.







4.         This
Amendment shall be binding on the parties as of the Effective Date, provided
however that the changes to the Retirement Agreement provided in Sections 1, 2
and 3 hereof shall not go into effect unless and until Alfacell shall obtain
additional debt or equity financing subsequent to the Effective
Date.  Since such additional financing will not be obtained until
after September 14, 2009, Periodic Payments made after the date such financing
is obtained will be adjusted so that Periodic Payments made during the period
from September 14, 2009 through March 31, 2011 shall total $231,250 as provided
in Section 1 hereof.





5.         Alfacell
and Shogen acknowledge that they have each had sufficient opportunity to review
the terms of this Amendment and to consult with advisors and attorneys of their
choice concerning its terms and conditions. Shogen acknowledges that she fully
and completely understands the terms of this Amendment and their significance,
and that she accepts those terms and enters into this Amendment freely and
voluntarily thereby binding herself, her heirs, successors, personal
representatives and assigns. Shogen warrants that she is fully competent to
enter into this Amendment.





6.         All
capitalized terms used herein and not defined herein shall have the meaning
assigned to such terms in the Retirement Agreement.





7.         Except
as specifically amended herein, all of the terms and conditions of the
Retirement Agreement and the Release Agreement shall remain in full force and
effect.





8.           This
Amendment, together with the Retirement Agreement, contain the entire
understanding of the parties, and there are no additional promises,
representations, assurances, terms or provisions between the
parties.




9.         This
Amendment may be executed in separate counterparts, each of which shall be
considered an original but all of which shall constitute one
agreement.





AGREED
      AND ACCEPTED:ALFACELL
      CORPORATIONBy:  /s/ Charles
      Muniz
              Name:  Charles
      Muniz
              Title:  President
            /s/
      Kuslima Shogen

                Kuslima
      Shogen