EXHIBIT 10.24


                              ALFACELL CORPORATION
                             PURCHASE AGREEMENT FOR
                             COMMON STOCK & WARRANTS

Alfacell Corporation
225 Belleville Avenue
Bloomfield, New Jersey 07003

Attention: Kuslima Shogen, Chairman
            and Chief Executive Officer

Dear Ms. Shogen:

     The undersigned  acknowledges that there is no minimum proceeds requirement
for  the  closing  of  this  Offering,   the  Company  may  close  only  on  the
undersigned's  investment  and such  investment  may be  inadequate  to meet the
Company's cash requirements. The Company intends to utilize the proceeds of this
Offering for research and development and general corporate purposes.

     The undersigned  hereby  subscribes to purchase  _______ units at $____ per
unit (the "Unit").  Each Unit consists of two (2) shares of Common Stock,  $.001
par  value  per  share  (the  "Shares")  of  Alfacell  Corporation,  a  Delaware
corporation (the "Company") and one (1) five-year warrant (the "Warrants").  The
Warrants are exercisable into one (1) Share (the "Warrant Shares").  The Shares,
the Warrants and the Warrant Shares are being sold in a transaction  exempt from
registration  under the  Securities  Act of 1933,  as amended (the  "Act").  The
Warrants  will be issued  pursuant to a Warrant  Agreement in the form  attached
hereto as Exhibit A executed by the Company for the benefit of the  undersigned.
The Warrants will be exercisable at $____ for a five (5) year period  commencing
three months after its issuance.  The undersigned  tenders herewith  $_______ in
full payment of the purchase price for the ______ Units to which the undersigned
subscribes (in the manner indicated on the signature page hereof.)

     The undersigned  understands  that the right to transfer all or any part of
the  Shares,  the  Warrants  and  the  Warrant  Shares  (hereinafter   sometimes
collectively   referred  to  as  the  "Securities")  will  be  restricted.   The
undersigned may not transfer the Securities unless they are registered under the
Act and  applicable  state  securities or "blue sky" laws, or an exemption  from
such  registration  is available.  The  undersigned  recognizes that the Company
shall have no obligation to register the Securities, except as set forth herein.

The undersigned hereby represents, warrants and covenant that:

     1. The  undersigned  is acquiring the Shares and the Warrants,  and at such
time as the undersigned may exercise the Warrants,  the Warrant Shares,  for the
undersigned's   own  account  for   investment  and  not  with  a  view  towards
distribution. The undersigned will not sell, hypothecate,  transfer or otherwise
dispose of the Securities  unless such transaction has been registered under the
Act  or,  in  the  opinion  of  counsel  for  the  Company,  an  exemption  from
registration is available.

     2. (i) Please check here if the representation  contained in this paragraph
2(i) is applicable to the undersigned  _________.  (A)If an individual,  (a) the
undersigned's  individual  net worth or joint net worth  with the  undersigned's
spouse  exceeds  $1,000,000  as of the  date  hereof,  or (b) the  undersigned's
individual income has been in excess of $200,000 in each of 1998

<PAGE>

and 1997 and is  expected  to be in  excess  of  $200,000  in  1999,  or  (c)the
undersigned's  joint income with the undersigned's  spouse has been in excess of
$300,000 in each of 1998 and 1997 and is expected to be in excess of $300,000 in
1999;  or (B) if a  corporation,  partnership,  or other  entity,  the foregoing
representation  applies  to  all  of  the  equity  owners  of  the  corporation,
partnership, or entity.

          (ii) If a  corporation,  partnership,  or  other  entity,  was  such a
     corporation,  partnership,  or other entity formed for the specific purpose
     of acquiring the Shares? _____Yes _____ No

          (iii) If the answer to 2(ii) is yes,  how many equity  owners does the
     corporation partnership or entity have? _____

     3.  Whether  or  not  the  representation  contained  in  paragraph  2(i)is
applicable to the  undersigned,  the undersigned has adequate means of providing
for the undersigned's  current needs and possible  contingencies and has no need
for  liquidity  of the  Securities.  The  undersigned's  overall  commitment  to
investments  is  not  disproportionate  to  the  undersigned's  net  worth,  and
acquisition of the Securities  will not cause such overall  commitment to become
excessive.  Prior to the execution hereof,  the undersigned has received and had
the  opportunity to review,  examine and read all  documents,  records and books
pertaining to this  investment,  including  the Company's  Annual Report on Form
10-K for the fiscal year ended July 31, 1999, the Company's Quarterly Reports on
Form 10-Q for each of the three quarterly periods  subsequent to the fiscal year
ended July 31, 1999 collectively, the "Disclosure Documents").

     4. The  undersigned  is  knowledgeable  and  experienced  in financial  and
business matters. The undersigned  recognizes and is fully cognizant of the fact
that the  investment  contemplated  hereby  involves a high degree of risk.  The
undersigned  is able to evaluate  the merits and risks of an  investment  in the
Securities.  The  undersigned has been given an opportunity to ask questions of,
and receive answers and obtain information from,  representatives of the Company
concerning the Company.

     5. The  undersigned  has been given no oral or written  representations  or
assurances  by the Company or any other person  acting or  purporting  to act on
behalf of the Company in connection with the  acquisition of the Securities,  in
each case except as provided herein or in the Disclosure Documents.

     6. The undersigned  understands and  specifically  acknowledges  and agrees
that  since  the  Securities  have  not  been  registered  under  the  Act,  the
certificates representing the Securities will bear a legend to such effect and a
stop transfer order will be placed on the  Securities in the Company's  transfer
books.

     7. By its  acceptance  hereof,  the Company hereby agrees that it shall use
its best efforts to file a registration statement (the "Registration Statement")
under the Act to register the resale of the Shares and the Warrant  Shares.  The
Company  further  agrees  to use its best  efforts  to cause  such  Registration
Statement to become effective.

          In connection with the Registration  Statement,  the undersigned shall
provide the Company,  from time to time, as reasonably requested by the Company,
written information concerning its ownership of the Company's Securities,  their
intentions  concerning  the sale of its Shares and Warrant Shares and such other
matters as are required in order to enable the Company to prepare, file and


                                      - 2 -
<PAGE>

obtain the effectiveness of such Registration Statement.  Notwithstanding any of
the foregoing,  the Company shall not be required to maintain the  effectiveness
of the  Registration  Statement  for more than two (2) years  after the  initial
effective date thereof.

     In connection with any such registration of Shares and Warrant Shares,  the
Company shall supply a reasonable number of prospectuses to the undersigned, use
its best  efforts to qualify the Shares and  Warrants  for sale in the states of
New York and New  Jersey  and  furnish  indemnification  in the manner set forth
below.

     The Company shall bear the entire cost and expense of any such registration
hereunder. Notwithstanding the foregoing, the undersigned shall bear the fees of
all persons  retained by it, such as counsel and  accountants,  and any transfer
taxes or  underwriting  discounts or  commissions  applicable  to the Shares and
Warrant Shares sold by it pursuant to the Registration Statement.

     The Company  shall  indemnify  and hold  harmless each holder of Shares and
Warrant Shares that are registered  pursuant to the  Registration  Statement and
each  underwriter,  within the meaning of the Act, who may purchase from or sell
for any such holder any such Shares or Warrant  Shares and each person,  if any,
who controls any such holder or underwriter  within the meaning of the Act, from
and against any and all losses,  claims,  damages and liabilities  caused by any
untrue statement of a material fact contained in the  Registration  Statement or
any post-effective amendment thereto or any prospectus included therein required
to be filed or  furnished in  connection  therewith or caused by any omission to
state therein a material fact required to be stated therein in order to make the
statements  made therein,  in light of the  circumstances  under which they were
made,  not  misleading,  except  insofar  as such  losses,  claims,  damages  or
liabilities  are caused by any such  untrue  statement  or  omission  based upon
information  furnished  or required to be furnished in writing to the Company by
such holder or underwriter  expressly for use therein;  provided,  however, that
such holder or underwriter  shall  indemnify the Company,  its  directors,  each
officer signing the Registration Statement and each person, if any, who controls
the Company  within the meaning of the Act, from and against any and all losses,
claims,  damages and  liabilities  caused by any untrue  statement of a material
fact contained in any  Registration  Statement or any  post-effective  amendment
thereto or any  prospectus  included  therein  required to be filed or furnished
pursuant  thereto or caused by any  omission  to state  therein a material  fact
required to be stated therein in order to make the statements  made therein,  in
light of the circumstances  under which they were made, not misleading,  insofar
as such  losses,  claims,  damages  or  liabilities  are  caused  by any  untrue
statement or omission based upon information furnished in writing to the Company
by any such holder or underwriter expressly for use therein.

     If the  indemnification  provided  for herein from either the holder of the
Shares and Warrant Shares or the Company is unavailable to an indemnified  party
(the  "Indemnitee")  hereunder  in respect  of any  losses,  claims,  damages or
liabilities (or actions in respect thereof)  referred to herein,  then the party
responsible for such indemnification (the "Indemnitor"), in lieu of indemnifying
the Indemnitee, shall contribute to the amount paid or payable by the Indemnitee
as a result of such losses, claims, damages or liabilities in such proportion as
is appropriate to reflect the relative fault of the Indemnitor and Indemnitee in
connection  with the actions which resulted in such losses,  claims,  damages or
liabilities  (including legal or other fees and expenses  reasonably incurred in
connection with any  investigation or proceeding) as well as any other equitable
considerations.


                                      - 3 -
<PAGE>

     If  indemnification  is available,  the  Indemnitor  shall  indemnify  each
Indemnitee to the full extent provided for herein without regard to the relative
fault of the  Indemnitor,  the Indemnitee or any other  equitable  consideration
provided for hereunder.

     After the Registration  Statement  becomes effective and in connection with
the sale of the Shares and Warrant Shares under such Registration Statement, the
undersigned  shall take such steps as may be  necessary to ensure that the offer
and  sale  thereof  are in  compliance  with  the  requirements  of the  federal
securities  laws,  including,  but not  limited  to,  compliance  with the anti-
manipulation requirements of the Securities Exchange Act of 1934, as amended.

     By  its  acceptance  hereof,  the  Company  hereby  acknowledges  that  the
foregoing  accurately  reflects its  understanding  concerning  the  transaction
contemplated hereby.

                                            Very truly yours,

                                            -----------------------------------
                                                        (Signature)

                                            -----------------------------------
                                                  Please type or print name
                                                  (and title if applicable)

                                            Name & Address (as it should  appear
                                            on certificates):

                                            -----------------------------------

                                            -----------------------------------

                                            -----------------------------------

                                            Social Security Number or Taxpayer
                                            Identification Number

                                            Tel:               Fax:
                                            -----------------  -----------------

                                            ------------------------------------
                                                         As of Date

                                            ------------------------------------
                                                      Number of Units

                                            ------------------------------------
                                                   Amount of Subscription
                                                       (U.S. Dollars)


ACCEPTED AND AGREED:                        Deliver to Address: (if
ALFACELL CORPORATION                        different from above)

                                                 -------------------------------

-------------------------------                  -------------------------------
Name:
Title:


                                      - 4 -
<PAGE>

                                    Exhibit A

     WARRANT TO PURCHASE  ______ SHARES OF COMMON STOCK VOID AFTER 5:00 p.m. NEW
JERSEY  TIME,  ON  _____________.  THIS  WARRANT AND THE SHARES OF COMMON  STOCK
ISSUABLE UPON THE EXERCISE  HEREOF HAVE BEEN AND WILL BE ISSUED IN  TRANSACTIONS
WHICH HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"),  OR UNDER ANY STATE  SECURITIES OR BLUE SKY LAWS.  THIS WARRANT AND SUCH
SHARES MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED
OF, IN WHOLE OR IN PART, IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT
UNDER THE ACT AND APPLICABLE  STATE LAW, OR AN OPINION OF COUNSEL  ACCEPTABLE TO
THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


NO. ___                                                             _____ SHARES


                              ALFACELL CORPORATION

     This certifies that, for value received, ___________, the registered holder
hereof or assigns (the  "Warrantholder")  is entitled to purchase  from Alfacell
Corporation,  a Delaware  corporation (the "Company"),  at any time on and after
_______________, and before 5:00 p.m., New Jersey time, on ________________ (the
"Termination  Date"),  at the purchase  price of $____ per share (the  "Exercise
Price"), the number of shares of Common Stock, par value $.001 per share, of the
Company set forth above (the "Warrant  Stock").  The number of shares of Warrant
Stock,  the  Termination  Date and the Exercise  Price per share of this Warrant
shall be subject to adjustment from time to time as set forth below.

SECTION I. TRANSFER OR EXCHANGE OF WARRANT.

     The Company  shall be entitled to treat the  Warrantholder  as the owner in
fact hereof for all purposes and shall not be bound to recognize  any  equitable
or other claim to or interest in this  Warrant on the part of any other  person.
This Warrant shall be transferable only on the books of the Company,  maintained
at its principal office upon delivery of this Warrant  Certificate duly endorsed
by the Warrantholder or by his duly authorized  attorney or  representative,  or
accompanied  by proper  evidence  of  succession,  assignment  or  authority  to
transfer.  Upon any  registration  of transfer,  the Company shall deliver a new
Warrant Certificate or Certificates to the persons entitled thereto.

SECTION II. TERM OF WARRANT; EXERCISE OF WARRANTS.

     A.  Termination.  The  Company  may,  in its sole  discretion,  extend  the
Termination Date with respect to the exercise of this Warrant upon notice to the
Warrantholder. As used herein, "Termination Date" shall be deemed to include any
such extensions.

     B.  Exercise.  This Warrant shall be exercised by surrender to the Company,
at its principal office, of this Warrant Certificate, together with the Purchase
Form attached hereto duly completed and signed, and upon payment to the


                                      - 5 -
<PAGE>

Company  of the  Exercise  Price for the  number of shares of  Warrant  Stock in
respect  of which  this  Warrant is then  exercised.  Payment  of the  aggregate
Exercise Price shall be made in cash or by certified or official bank check.

     C. Warrant Certificate.  Subject to Section III hereof, upon such surrender
of this Warrant Certificate and payment of the Exercise Price as aforesaid,  the
Company  shall issue and cause to be delivered  to or upon the written  order of
the Warrantholder a certificate or certificates for the number of full shares of
Warrant  Stock so purchased  upon the exercise of such  Warrant,  together  with
cash, as provided in Section VI hereof,  in respect of any fractional  shares of
Warrant  Stock  otherwise  issuable upon such  surrender.  Such  certificate  or
certificates  representing the Warrant Stock shall be deemed to have been issued
and any person so  designated to be named therein shall be deemed to have become
a holder of record of such shares of Warrant  Stock as of the date of receipt by
the Company of this Warrant  Certificate  and payment of the  Exercise  Price as
aforesaid;  provided, however, that if, at the date of surrender of this Warrant
Certificate  and  payment of the  Exercise  Price,  the  transfer  books for the
Warrant  Stock or other  class of stock  purchasable  upon the  exercise of this
Warrant  shall be closed,  the  certificate  or  certificates  for the shares of
Warrant Stock in respect of which this Warrant is then exercised shall be deemed
issuable as of the date on which such books shall next be opened (whether before
or after the Termination Date) and until such date the Company shall be under no
duty to deliver  any  certificate  for such  shares of Warrant  Stock;  provided
further,  however,  that the transfer books of record, unless otherwise required
by law, shall not be closed at any one time for a period longer than twenty (20)
days. The rights of purchase  represented by this Warrant shall be  exercisable,
at the  election  of the  Warrantholder,  either in full or from time to time in
part,  and, in the event that this Warrant is exercised in respect of fewer than
all of the shares of Warrant  Stock  purchasable  on such  exercise  at any time
prior  to  the  Termination  Date,  a new  Warrant  Certificate  evidencing  the
remaining Warrant or Warrants will be issued,  and the Company shall deliver the
new Warrant  Certificate  or  Certificates  pursuant to the  provisions  of this
Section.

SECTION III. PAYMENT OF TAXES.

     The Company will pay all documentary  stamp taxes, if any,  attributable to
the initial  issuance of the shares of Warrant  Stock upon the  exercise of this
Warrant;  provided,  however,  that the Warrantholder shall pay any tax or taxes
which  may be  payable  in  respect  of any  transfer  involved  in the issue or
delivery of Warrant  Certificates or the  certificates for the shares of Warrant
Stock in a name  other than that of the  Warrantholder  in respect of which this
Warrant or shares of Warrant Stock are issued.

SECTION IV. MUTILATED OR MISSING WARRANT CERTIFICATES.

     In case  this  Warrant  Certificate  shall be  mutilated,  lost,  stolen or
destroyed,  the Company shall,  at the request of the  Warrantholder,  issue and
deliver,  in  exchange  and  substitution  for  and  upon  cancellation  of this
certificate if mutilated, or in lieu of and in substitution for this certificate
if lost,  stolen or  destroyed,  a new  Warrant  Certificate  of like  tenor and
representing an equivalent right or interest, but only upon receipt of evidence


                                      - 6 -
<PAGE>

satisfactory  to the Company of such loss,  theft or destruction of this Warrant
Certificate and indemnity, if requested, also satisfactory to the Company.

SECTION V. RESERVATION OF SHARES OF WARRANT STOCK.

     There has been  reserved,  and the Company shall at all times keep reserved
so long as this Warrant remains outstanding,  out of its authorized Common Stock
a number of shares of Common Stock sufficient to provide for the exercise of the
rights of purchase  represented  by this  Warrant.  The  transfer  agent for the
Common Stock and every subsequent transfer agent for any shares of the Company's
capital  stock  issuable  upon the exercise of this Warrant will be  irrevocably
authorized and directed at all times to reserve such number of authorized shares
as shall be requisite for such purpose.

SECTION VI. FRACTIONAL SHARES.

     No  fractional  shares or scrip  representing  fractional  shares  shall be
issued upon the  exercise of this  Warrant.  With  respect to any  fraction of a
share called for upon the exercise of this Warrant, the Company shall pay to the
Warrantholder an amount in cash equal to such fraction multiplied by the current
market price of such fractional share. "Market Price", as of any date means, (i)
the last  reported  sale price for the shares of Common Stock as reported by the
National  Association of Securities Dealers Automated  Quotation National Market
System,  ("NASDAQ-NMS"),  (ii) the  closing  bid price for the  shares of Common
Stock as reported by the National  Association of Securities  Dealers  Automated
Quotation  System  ("NASDAQ") if the shares are not traded on NASDAQ-NMS,  (iii)
the average of the closing bid and closing  asked  prices of the Common Stock as
reported  by the  National  Quotations  Bureau if the  shares  are not traded on
NASDAQ;  (iv) the last  reported  sale price,  if the shares of Common Stock are
listed  on a  national  securities  exchange  or (v) if market  value  cannot be
calculated as of such date on any of the foregoing  basis, the fair market price
determined  by the Board of  Directors of the  Company,  acting with  reasonable
business judgment.

SECTION VII. EXERCISE PRICE; ANTI-DILUTION PROVISIONS.

     A. Exercise  Price.  The shares of Warrant Stock shall be purchasable  upon
the exercise of this Warrant,  at a price of $___ per share. The Company may, in
its sole  discretion,  reduce the Exercise  Price  applicable to the exercise of
this Warrant upon notice to the Warrantholder.  As used herein, "Exercise Price"
shall be deemed to include any such reduction.

     If the Company  shall at any time issue  Common Stock by way of dividend or
other  distribution  on any  stock of the  Company  or  effect a stock  split or
reverse  stock split of the  outstanding  shares of Common  Stock,  the Exercise
Price shall be  proportionately  decreased in the case of such  issuance (on the
day following the date fixed for  determining  stockholders  entitled to receive
such  dividend or other  distribution  or such stock  split) or increased in the
case of such  reverse  stock  split (on the date that such  reverse  stock split
shall become effective), by multiplying the Exercise Price in effect immediately
prior to the stock dividend or other distribution,  stock split or reverse stock
split by a fraction,  the  numerator  of which is the number of shares of Common
Stock


                                      - 7 -
<PAGE>

outstanding  immediately  prior to such stock  dividend  or other  distribution,
stock split or reverse stock split,  and the  denominator of which is the number
of shares of Common Stock  outstanding  immediately after such stock dividend or
other distribution, stock split or reverse stock split.

     B. No  Impairment.  The Company (a) will not  increase the par value of any
shares of stock  receivable  upon the exercise of this Warrant  above the amount
payable therefor upon such exercise, and (b) will take all such action as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and  nonassessable  shares of Common  Stock upon the exercise of this
Warrant.

     C. Number of Shares  Adjusted.  Upon any  adjustment of the Exercise  Price
pursuant to this Warrant, the Warrantholder shall thereafter (until another such
adjustment)  be entitled to purchase upon the exercise of this  Warrant,  at the
new Exercise Price, the number of shares,  calculated to the nearest full share,
obtained by multiplying the number of shares of Warrant Stock initially issuable
upon exercise of this Warrant by the Exercise Price in effect on the date hereof
and dividing the product so obtained by the new Exercise Price.

SECTION VIII. RECLASSIFICATION, REORGANIZATION OR MERGER.

     In case of any reclassification,  capital reorganization or other change of
outstanding  shares of Common  Stock of the Company  (other than a change in par
value or as a result of an issuance of Common  Stock by way of dividend or other
distribution  or of a stock  split or  reverse  stock  split)  or in case of any
consolidation or merger of the Company with or into another  corporation  (other
than a merger with a subsidiary  in which  merger the Company is the  continuing
corporation  and  which  does  not  result  in  any  reclassification,   capital
reorganization  or other  change of  outstanding  shares of Common  Stock of the
Company  issuable  upon  exercise  of this  Warrant)  or in case of any  sale or
conveyance to another  corporation of the property of the Company as an entirety
or substantially as an entirety,  the Company shall cause effective provision to
be made so that the Warrantholder shall have the right thereafter, by exercising
this  Warrant,  to  purchase  the kind and  amount  of shares of stock and other
securities and property the Warrantholder would have been entitled to receive if
the  Warrantholder  had  exercised  this  Warrant   immediately  prior  to  such
reclassification, capital reorganization or other change, consolidation, merger,
sale or conveyance.  Any such provision shall include  provision for adjustments
which shall be as nearly  equivalent as may be  practicable  to the  adjustments
provided for in this  Warrant.  The  foregoing  provisions of this Section shall
similarly apply to successive  reclassifications,  capital  reorganizations  and
changes of shares of Common  Stock and to  successive  consolidations,  mergers,
sales and conveyances.

SECTION IX. REGISTRATION RIGHTS.

     A. The Warrantholder shall have the registration rights with respect to the
resale of the Warrant Stock as set forth in Section 7 of the Purchase  Agreement
by and between the Company and the Warrantholder of even date herewith.


                                      - 8 -
<PAGE>

SECTION X. NOTICES TO WARRANTHOLDERS.

     So long as this Warrant shall be  outstanding  and  unexercised  (a) if the
Company shall pay any dividend or make any distribution upon the Common Stock or
(b) if the Company  shall offer to the holders of Common Stock for  subscription
or purchase by them any shares of stock of any class or any other  rights or (c)
if any capital  reorganization of the Company,  reclassification  of the capital
stock of the  Company,  consolidation  or  merger  of the  Company  with or into
another corporation,  sale, lease or transfer of all or substantially all of the
assets of the Company to another  corporation,  or the voluntary or  involuntary
dissolution,  liquidation or winding up of the Company shall be effected,  then,
in any such case, the Company shall cause to be delivered to the  Warrantholder,
at least ten days prior to the date specified in (i) or (ii) below,  as the case
may be, a notice  containing  a brief  description  of the  proposed  action and
stating  the date on which (i) a record is to be taken for the  purpose  of such
dividend  or  distribution,  or  (ii)  such  reclassification,   reorganization,
consolidation, merger, conveyance, lease, dissolution, liquidation or winding up
is to take place and the date,  if any, as of which the holders of Common  Stock
of record  shall be  entitled  to  exchange  their  shares  of Common  Stock for
securities   or  other   property   deliverable   upon  such   reclassification,
reorganization,  consolidation,  merger, conveyance, dissolution, liquidation or
winding up.

SECTION XI. NOTICES.

     Any notice pursuant to this Warrant by the Company or by the  Warrantholder
shall be in writing and shall be deemed to have been duly given if  delivered or
mailed certified mail, return receipt requested, (a) if to the Company, to it at
225 Belleville Avenue,  Bloomfield, New Jersey 07003, Attention: Chief Executive
Officer and (b) if to the  Warrantholder to the Warrantholder at the address set
forth on the  signature  page  hereto.  Each party  hereto may from time to time
change the address to which such  party's  notices are to be delivered or mailed
hereunder by notice in accordance herewith to the other party.

SECTION XII. SUCCESSORS.

     All the covenants  and  provisions of this Warrant by or for the benefit of
the  Company or the  Warrantholder  shall bind and inure to the benefit of their
respective successors and assigns hereunder.

SECTION XIII. APPLICABLE LAW.

     This  Warrant  shall be deemed to be a contract  made under the laws of the
State of Delaware  applicable to agreements made and to be performed entirely in
Delaware and for all purposes shall be construed in accordance with the internal
laws of Delaware  without  giving  effect to the  conflicts  of laws  principles
thereof.


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<PAGE>

SECTION XIV. BENEFITS OF THIS WARRANT.

     Nothing  in this  Warrant  shall  be  construed  to give to any  person  or
corporation  other than the Company and the Warrantholder any legal or equitable
right, remedy or claim under this Warrant and this Warrant shall be for the sole
and exclusive benefit of the Company and the Warrantholder.

     IN  WITNESS  WHEREOF,   the  parties  hereto  have  executed  this  Warrant
Certificate or caused this Warrant Certificate to be duly executed as of the day
and year first above written.


ALFACELL CORPORATION



By: _________________________
Name:
Title:

WARRANTHOLDER


_____________________________
Name:

Address:

_____________________________

_____________________________

_____________________________
Social Security or
Taxpayer Indentification Number


                                     - 10 -
<PAGE>

                                  PURCHASE FORM

     The  undersigned   hereby   irrevocably  elects  to  exercise  the  Warrant
represented by this Warrant  Certificate to the extent of _____ shares of Common
Stock,  par value $.001 per share,  of Alfacell  Corporation,  and hereby  makes
payment of $_______ in payment of the actual exercise price thereof.


Name: ________________________________________________________________________
                         (Please type or print in block letters)

Address:______________________________________________________________________
                     (Address for delivery of Stock Certificate)

Social Security or
Taxpayer Identification Number:__________________________________


Signature:_______________________________________________________


                                     - 11 -
<PAGE>

                                 ASSIGNMENT FORM

FOR VALUED RECEIVED, _________________________________ hereby sells, assigns and

transfers unto _________________________________________________________________
                           (Please type or print in block letters)

Address_________________________________________________________________________
the right to  purchase  Common  Stock,  par value  $.001 per share,  of Alfacell
Corporation, represented by this Warrant Certificate to the extent of __________
shares  as to which  such  right is  exercisable  and  does  hereby  irrevocably
constitute and appoint ______________________, to transfer the same on the books
of the Company with full power of substitution in the premises.

________________________
Signature

Dated:__________________

                                        Notice: The signature of this assignment
                                        must  correspond  with  the  name  as it
                                        appears  upon the  face of this  Warrant
                                        Certificate in every particular, without
                                        alteration or  enlargement or any change
                                        whatever.


SIGNATURE GUARANTEED:

________________________


                                     - 12 -