EXHIBIT 10.34

                              ALFACELL CORPORATION
                            2004 STOCK INCENTIVE PLAN

                             STOCK OPTION AGREEMENT

      AGREEMENT,  made  and  entered  into on the date set  forth on  Exhibit  A
attached  hereto  ("Exhibit  A")  by  and  between  Alfacell   Corporation  (the
"Company") and the  employee/consultant  designated as the Optionee on Exhibit A
hereto (the "Optionee").

      WHEREAS,  the Optionee has been  designated to participate in the Alfacell
Corporation 2004 Stock Incentive Plan (the "Plan").

      NOW,  THEREFORE,  in  consideration  of the premises and mutual  covenants
contained herein, and for good and valuable  consideration,  the Company and the
Optionee agree as follows:

      (a) Grant.  Pursuant to the provisions of the Plan, the terms of which are
incorporated herein by reference,  the Company hereby grants to the Optionee the
right and option (the "Option") to purchase the number of shares of common stock
($.001 par value) of the Company (the  "Shares")  indicated on Exhibit A hereto,
The Option is granted as of the date  designated  the date of grant on Exhibit A
hereto  (the  "Date of  Grant")  and such  grant is  subject  to the  terms  and
conditions  herein and the terms and  conditions of the Plan.  Such Option shall
not be treated as an incentive  stock  option under  Section 422 of the Internal
Revenue Code of 1986, as amended.

      (b) Purchase Price.  Except as otherwise  provided in paragraph (i) below,
the  purchase  price of each Share  subject  to the  Option  shall be the amount
designated  the option price per share on Exhibit A hereto (the "Option  Price")
payable in full upon exercise of the Option in accordance with Section 6(a)(iii)
of the Plan.

      (c) Term of Option.  The Option may be  exercised  only  during the period
commencing on the Date of Grant and continuing through 10 years from the Date of
Grant (the "Option  Period").  The Optionee's  exercise rights during the Option
Period  shall be subject to  limitations  as  hereinafter  provided and shall be
subject  to  sooner  termination  in the  event of  death,  disability  or other
termination of employment,  as provided  below.  At the end of the Option Period
or, if earlier,  the termination of the period of  exercisability as provided in
paragraph (e), below, the Option shall terminate.

      (d) Exercisability.  Except as otherwise provided in paragraph (e), below,
the Option  shall  become  exercisable  and the  Optionee  shall be  entitled to
exercise the Option in increments over time as detailed in Exhibit A.

      (e) Termination

            (i) (A) Death in Service.  In the event the Optionee dies during his
or her period of  service  with the  Company,  all of his or her  Options  shall
become fully exercisable at the time of death and may be exercised by the estate
or other  legal  representative  of the  Optionee  during the period  ending six
months  following the month in which the Optionee's death occurs (but not beyond
the Option Period),


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                  (B) Death after Service.  In the event the Optionee dies after
termination  of his or her  service  with  the  Company  for any of the  reasons
described in paragraph  (ii) or (iii) below,  at a time when all or a portion of
the Option remains exercisable,  the estate or other legal representative of the
Optionee shall be entitled to exercise the remaining  exercisable balance of the
Option during the same period  following  termination of employment as described
in paragraph (ii) or (iii) below, whichever is applicable, following the date of
the Optionee's termination of employment (but not beyond the Option Period).

            (ii)  Termination  Due to  Retirement  On or  After  Age 65 or Total
Disability.  In the event the Optionee's  service with the Company is terminated
by reason of the Optionee's Total  Disability or the Optionee's  retirement from
the Company on or after  reaching  age 65,  and,  in the case of the  Optionee's
retirement,  the  Optionee  has served  full-time  with the Company for at least
seven (7) years, all of his or her Options shall become fully exercisable at the
time of such  termination  and the  Optionee  shall be entitled to exercise  the
Option  during the period  ending  six months  following  the month in which the
Optionee's  termination of employment occurs (but not beyond the Option Period).
For this purpose "Total  Disability" means the complete and permanent  inability
of the  Optionee to perform  all of his or her duties  under the terms of his or
her employment with the Company,  as determined by the Committee upon the basis,
including   independent  medical  reports  and  data,  as  the  Committee  deems
appropriate.

            (iii) Termination Due to Voluntary  Resignation or For Cause. If the
Optionee's employment by the Company is terminated by voluntary resignation, his
or her Option,  to the extent  exercisable  at the time of such  termination  of
employment,  may be exercised during the period ending six months after the date
of  termination  of  employment  (but not  beyond  the  Option  Period).  If the
Optionee's employment by the Company is terminated for Cause, his or her Option,
to the extent exercisable at the time of such termination of employment,  may be
exercised  during the period ending thirty days after the date of termination of
employment (but not beyond the Option Period). For purposes hereof a termination
of  employment by the Optionee  shall not be  considered  voluntary if it occurs
within six months after the compensation,  authority or  responsibilities of the
Optionee  are  materially  diminished,  and Cause  shall mean (a)  frequent  and
unjustifiable  absenteeism other than solely by reason of the Optionee's illness
or physical or mental disability;  (b) fraud or dishonesty  materially injurious
to the  Company  or to its  business  operations,  assets  or  subsidiaries  (an
"Adverse Effect");  (c) gross or willful  misconduct,  or willful neglect to act
which misconduct or neglect is committed or omitted by the Optionee in bad faith
and  has an  Adverse  Effect;  (d)  gross  breach  of the  Optionee's  fiduciary
obligations  to the  Company  which has an Adverse  Effect;  (e) the  Optionee's
conviction as a felon;  or (f) the Optionee's  willful or continuous  neglect or
refusal to perform his or her duties or responsibilities.

            (iv) Other Termination.  If the Optionee's employment by the Company
is terminated for any other reason, his or her Option, to the extent exercisable
at the time of such  termination  of  employment,  may be  exercised  during the
period ending twelve months after the date of termination of employment (but not
beyond the Option Period).

            (v)   Forfeiture.   That  portion  of  the  Option   which   remains
unexercisable  following a termination of the Optionee's service as described in
paragraph (e)(i)(B), (e) (iii) and (e)(iv), above, shall be forfeited.

            (vi) Service with Subsidiaries.  For purposes of this paragraph (e),
service with a subsidiary  of the Company shall be considered to be service with
the Company.


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      (f)  Change  in  Control.  Notwithstanding  any  other  provision  of this
Agreement,  the Option shall  become  immediately  exercisable  upon a Change in
Control of the Company and may be exercised  during the period ending six months
after the date of Change in Control (but not beyond the Option Period). For this
purpose,  a Change in Control of the Company shall be deemed to have occurred if
(i) any  "Person",  as such  term  is used in  Section  13 (d) and 14 (d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (other than the
Company,  any trustee or other fiduciary  holding  securities  under an employee
benefit plan of the Company,  or any corporation owned,  directly or indirectly,
by the  stockholders  of the Company in  substantially  the same  proportions as
their ownership of stock of the Company),  is or becomes the "beneficial  owner'
(as defined in Rule 13d-3 under the Exchange Act),  directly or  indirectly,  of
securities of the Company  representing 20% or more of the combined voting power
of the Company's then outstanding  securities  (except with respect to ownership
of Company securities by the McCash Family Limited Partnership or its affiliates
(collectively,  "McCash"),  a Change of Control shall be deemed to have occurred
if McCash is or  becomes  the  beneficial  owner,  directly  or  indirectly,  of
securities of the Company  representing 50% or more of the combined voting power
of the Company's then  outstanding  securities),(ii)  during any 12-month period
(not including any period prior to the execution of this Agreement), individuals
who at the beginning of such period  constitute the Board,  and any new director
(other than a director  designated by a person who has entered into an agreement
with the company to effect a transaction  described in subclauses  (i), (iii) or
(iv) of this clause) whose  election by the Board or nomination  for election by
the  Company's  stockholders  was approved by a vote of at least 66 2/3 % of the
members  of the Board then still in office  who  either  were  directors  at the
beginning  of the  period or whose  election  or  nomination  for  election  was
previously  so approved,  cease for any reason to constitute at least a majority
thereof (iii) the Company's  stockholders  approve a merger or  consolidation of
the Company with any other corporation, other than (A) a merger or consolidation
which  would  result  in  the  voting  securities  of  the  Company  outstanding
immediately   prior  thereto   continuing  to  represent  (either  by  remaining
outstanding  or by being  converted  into  voting  securities  of the  surviving
entity) more than 50% of the combined  voting power of the voting  securities of
the Company or such surviving entity  outstanding  immediately after such merger
or  consolidation  or (B) a merger or  consolidation  effected  to  implement  a
recapitalization  of the  Company (or  similar  transaction)  in which no Person
acquires  more  than 50% of the  combined  voting  power of the  Company's  then
outstanding  securities,  or (iv) the stockholders of the Company approve a plan
of  complete  liquidation  of the  Company  or an  agreement  for  the  sale  or
disposition by the Company of all or substantially all of the Company's assets.

      (g)  Exercise of Option.  In order to exercise  the Option,  the  Optionee
shall submit to the Company or its  designated  agent an  instrument  in writing
specifying  the  number  of  Shares  in  respect  of which  the  Option is being
exercised,  accompanied by payment in a manner acceptable to the Company, of the
Option  Price of the Shares in  respect of which the Option is being  exercised.
Shares shall then be issued by the Company and a share certificate  delivered to
the Optionee; provided however, that the Company shall not be obligated to issue
any Shares hereunder if the issuance of such Shares would violate the provisions
of any applicable law, in which event the Company shall, as soon as practicable,
take whatever action it reasonably can so that such Shares may be issued without
resulting in such violation of law.

      (h) No Rights of  Shareholder  or  Employee.  The  Optionee  shall not, by
virtue of the Option, be entitled to any rights of a shareholder of the Company,
either at law or  equity,  and the grant of the  Option  shall not confer on the
Optionee  any right with respect to  continuance  of his or her service with the
Company nor shall such grant  interfere in any way with the right of the


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Company to terminate the Optionee's service at any time.

      (i) Recapitalizations,  Dividends, and Adjustments.  In the event that the
Committee shall determine that any dividend in Shares,  recapitalization,  split
or reverse split of Shares,  reorganization,  merger,  consolidation,  spin-off,
combination,   repurchase,   or  share  exchange,  or  other  similar  corporate
transaction or event,  affects the Shares such that an adjustment is appropriate
in order to prevent  dilution or enlargement of the rights of the Optionee under
the Plan, then the Committee shall make such equitable changes or adjustments as
it deems  appropriate  and,  in such  manner as it may deem  equitable,  and may
adjust any or all of (i) the number and kind of Shares other securities or other
consideration issued or issuable on exercise of the Option and (ii) the exercise
price of the Option.

      (j)  Nontransferability.  The  Option  shall  not be  transferable  by the
Optionee except by will or the laws of descent and distribution, and it shall be
exercisable  during the lifetime of the Optionee  only by the Optionee or his or
her guardian or legal representative.

      (k) Restrictions  Transfer of Shares.  The Optionee will not offer,  sell,
contract to sell or otherwise  dispose of any Shares  received  upon exercise of
the Option during the period  beginning from the Date of Grant and continuing to
and  including  the date 180 days from the Date of Grant,  except with the prior
written consent of the Company.

      (1) Withholding. The Optionee agrees to make appropriate arrangements with
the Company or its  designated  agent for  satisfaction  of any  applicable  tax
withholding  requirements,   or  similar  requirements,   arising  out  of  this
Agreement.

      (m)  References.  References  herein  to  rights  and  obligations  of the
Optionee shall apply where appropriate,  to the Optionee's legal  representative
or  estate  without  regard  to  whether   specific   reference  to  such  legal
representative  or  estate  is  contained  in a  particular  provision  of  this
Agreement.  Capitalized  terms referred to herein but not defined shall have the
meanings given to them in the Plan.

      (n)  Notice.  Any notice  required  or  permitted  to be given  under this
Agreement  shall be in  writing  and shall be deemed  to have  been  given  when
delivered  personally or by courier,  or sent by certified or  registered  mail,
postage prepaid, return receipt requested, or by fax duly addressed to the party
concerned  at the address  (and fax number)  indicated  below or to such changed
address (or fax number) as such party may  subsequently  by similar process give
notice of:

If to the Company:

225 Belleville Avenue
Bloomfield, NJ 07003
Fax telephone number
If to the Optionee:

At the address and fax number indicated on Exhibit A hereto.

      (o) Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the State of New Jersey  without  reference  to the
principles of conflict of laws.


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      (p) 2004 Option Plan Governs.  This option  agreement shall be governed by
the Plan.  In the event of any  conflict  between any of the terms of this Stock
Option Agreement and the Plan, the terms of the Plan shall control.

IN WITNESS WHEREOF, the undersigned have executed this Agreement effective
________, 200__.

                                            ALFACELL CORPORATION



                                            By: ___________________________


      Optionee  acknowledges  reviewing  this  Option  Agreement,  the  Plan and
Exhibit A, and represents  that he/she is familiar with the terms and provisions
hereof,  and  hereby  accepts  this  Option  subject  to all of  the  terms  and
provisions thereof.


                                    Print Name:


                                    Signature:  ____________________________


                                    Social Security No.:  ____________________


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                                    Exhibit A

                              ALFACELL CORPORATION

              NOTICE OF GRANT OF STOCK OPTIONS AND OPTION AGREEMENT
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Name:                                           Option Number:
Address:                                        Plan: 2004 Stock Incentive Plan
Address:                                        ID:

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You  have  been  granted  an  option  to  purchase  common  shares  of  Alfacell
Corporation (the "Company') stock as follows:

Date of Grant:
Vesting Commencement Date:
Term/Expiration Date:
Type (NQ/ISO):
Total Number Shares Granted:
Option (Exercise) Price:

So long as you remain in  continuous  employment  or service with the Company on
such date, shares in each period will become fully vested on the date shown:

Shares            Vest Date               Expiration
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By your signature and the Company's  signature  below, you and the Company agree
that these options are granted under and governed by the terms and conditions of
the Company's 2004 Stock Incentive Plan and the Option  Agreement,  all of which
are attached and made a part of this document.

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Alfacell Corporation                      Date



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Optionee                                  Date