EXHIBIT 10.37


                            N O W T H E R E F O R E,
                            - - - - - - - - - - - -

In consideration of the premises and the mutual covenants  contained herein, and
for other good and valuable consideration,  the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:

1. The  Company  shall pay  Kuslima  Shogen an amount  equal to 15% of any gross
royalties  which may be paid to the Company from any license(s)  with respect to
the Company's  principal  product,  ONCONASE(TM),  or any other products derived
from amphibian source extract, produced either as a natural, synthesized, and/or
genetically  engineered  drug for which the Company owns or is a co-owner of the
Patent,  or acquires  such right in the  future,  for a period not to exceed the
life of the Patents. In the event the Company manufactures and markets the drugs
by itself,  then the  Company  will pay Kuslima  Shogen an amount  equal to five
percent  (5%) of gross  sales  from any  products  sold  during  the life of the
Patents.

2. This agreement does not amend the Employment Agreement between Kuslima Shogen
and the Company dated  September 1, 1987, but rather is a separate  supplemental
agreement between the parties.

IN WITNESS WHEREOF,  the parties hereto have executed this Agreement the day and
year first above written.


ATTEST:                                   ALFACELL CORPORATION
/s/ Linda McCarthy                        By:  /s/ Alan W. Bell


WITNESS:
/s/ Ina Siegel                            /s/ Kuslima Shogen

<PAGE>

NOW THEREFORE on this date April 16, 2001

In consideration of the premises and the mutual covenants  contained herein, and
for other good and valuable consideration,  the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree to amend the attached agreement
dated July 24, 1991 between Alfacell Corporation and Kuslima Shogen.

The Board of Directors and Kuslima  Shogen have on several  occasions  discussed
amending and updating  Alfacell and Shogen's  royalty  agreement  dated July 24,
1991 to  encompass  the  changing  global  healthcare  market and to clarify the
original agreement for proper interpretation.

The spirit of the amended  agreement  is for Shogen to receive 15% of  royalties
Alfacell  is paid from any  license(s)  with  respect  to  Alfacell's  principal
product  Onconase(R),  or any  other  products  derived  from  amphibian  source
extract,  produced  either  as  a  natural,   synthesized,   and/or  genetically
engineered  drug for which the company owns or is co-owner of the patent,  for a
period not to exceed the life of the patents.

No royalties would be paid if Alfacell does not own or co-own patent rights. Any
product rights obtained by Alfacell that does not fit the above definition would
be royalty free with no payments to Shogen.

In the event  Alfacell  manufactures  and markets the drugs by itself,  then the
company will pay Kuslima  Shogen an amount equal to five percent (5%) of the net
sales from any products sold during the life of the patents.

The  spirit  of  the   agreement   also   provides   that  there   would  be  no
"double-dipping".  That is Shogen would receive  payment from license(s) or from
product sales but not both,  unless  Alfacell and a Licensee(s)  both market the
licensed product.

Alfacell and Shogen agree to binding  arbitration  should a dispute  arise.  All
disputes arising under this Agreement will be resolved by arbitration  conducted
in  accordance  with  the  International  Commercial  Arbitration  Rules  of the
American  Arbitration  Association.  The place of arbitration  will be New York,
N.Y. The  arbitration  panel will consist of three  arbitrators,  one arbitrator
appointed by the Board of Directors of Alfacell,  one  appointed by Shogen,  and
the third  arbitrator  be appointed by the two  arbitrators  so appointed by the
Parties.

Clarification of Terms:

"Net Sales" means the amount of the gross invoiced sales of any product (only in
finished  product  form)  charged  by  Alfacell  Company,   its  affiliates  and
sub-licensees,  at arm's length to independent third parties, less deductions of
returns  (including  allowances  actually given for spoiled damaged,  out-dated,
rejected,  returned  product  sold,  withdrawals  and  recalls,  rebates  (price
reductions,  rebates  to social and  welfare  systems,  chargebacks,  government
mandated rebates and similar types of rebates e.g. P.P.R.S.,


<PAGE>

Medicaid),  volume  (quantity)  discounts,  outward  freights,  postage charges,
transportation  insurance,  packaging  materials  for dispatch of goods,  custom
duties, bad debts,  discounts granted later than at the time of invoicing,  cash
discounts,  taxes (value added or sales taxes,  government mandated  exceptional
taxes and other taxes directly linked to the gross sales amount), as computed on
a product  by product  bases in  Alfacell  Company's  sales  statistics  for the
countries  concerned,  using  the  internal  foreign  currency  translation  the
Alfacell's then current standard  practices  actually used on a consistent basis
preparing its audited financial statements.

"Royalties"  are  defined as  payments  received  from  independent  parties for
licensed  product sales falling under the definition of covered product sales in
this agreement.

In Witness Whereof,  the parties hereto have executed this Agreement the day and
year first above written.

Attest:                                   Alfacell Corporation

/s/  Stanislaw Mikulski                   By:  /s/  Donald R. Conklin
-----------------------                        ----------------------


                                          /s/  Kuslima Shogen
                                          -------------------