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
9th day of  October  1997,  between  Dr.  Michael  Lowe  ("Lowe")  and  Alfacell
Corporation and related and/or affiliated companies (the "Company").

     WHEREAS,  the  Company  and Lowe 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 Lowe 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. Lowe submitted his resignation as President, Director and an employee of
the Company by letter of August 4, 1997,  and for purposes of this Agreement the
parties agree that



Lowe Separation.2/gen/alf/ktc/ny2a
October 8, 1997

<PAGE>



his  resignation  was  effective as of July 31, 1997 and the parties  agree that
Lowe is not entitled to any  compensation  from the Company  subsequent  to such
date, except as specifically set forth herein.

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

          a) For the period  commencing  August 1, 1997 and terminating  January
     31, 1998, the Company shall pay Lowe the aggregate amount of $100,000. Such
     amount shall be payable in bimonthly  installments  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 Lowe for payroll  periods  subsequent  to July 31, 1997 shall be
     credited to the Company's obligation to Lowe under this Section 2(a).

          b) The Company and Lowe  acknowledge that (i) an option to purchase an
     aggregate  of 100,000  shares of Common Stock (the  "Original  Option") was
     granted to Lowe under the Company's 1993 Stock Option Plan, as amended (the
     "Plan")  on  August 1, 1996 and had  vested as of July 31,  1997,  and (ii)
     pursuant to the terms of the Plan, the Original  Option would  terminate in
     its  entirety  on  February  3, 1998.  The  Company  and Lowe  agree  that,
     notwithstanding the foregoing,  the Original Option will remain exercisable
     until, and will terminate on, January 31, 1999. The


                                       2

<PAGE>



     Company and Lowe agree that an option to purchase  an  aggregate  of 75,000
     shares of Common Stock (the  "Additional  Option") that was granted to Lowe
     under  the Plan on  August 1,  1996,  will be  deemed to have  vested as of
     August 1, 1997 in  accordance  with its terms and will  remain  exercisable
     until, and will terminate on, January 31, 1999. The Company represents that
     the  Compensation  Committee  of its board of  directors  has  specifically
     waived the provisions of the Plan that would prohibit the Additional Option
     from vesting in accordance with the preceding sentence and which would have
     caused both the Original  Option and the Additional  Option to terminate on
     the 190th day after the termination of Lowe's  employment with the Company.
     Except for the forgoing  modifications,  the terms of the Original  Option,
     the  Additional  Option and the Plan  shall  remain  unchanged.  Lowe shall
     deliver to the Company upon the execution of this  Agreement,  the original
     option  certificate  issued to him on August 1, 1996 which  represented the
     Original  Option,  the  Additional  Option  and the  Terminated  Option (as
     defined below) (the "Initial Option  Certificate") or if Lowe cannot locate
     the Initial Option  Certificate he shall deliver a lost option  certificate
     affidavit  to  the  Company.   Upon  its  receipt  of  the  Initial  Option
     Certificate or such lost option  certificate  affidavit,  the Company shall
     issue and  deliver  to Lowe the  option  certificate  in the form  attached
     hereto as Exhibit A which represents the Original Option and the Additional
     Option (the "New Option Certificate").


                                       3
<PAGE>

          c) Lowe and the Company agree that the remaining option to purchase an
     aggregate of 475,000 shares of Common Stock which was granted to Lowe under
     the Plan on August 1, 1996 (the  "Terminated  Option") had not vested as of
     July 31, 1997 and had  terminated  and was of no further force or effect as
     of such date in accordance with the Plan.

          d) The Company will continue and assume the payments for Lowe's and/or
     his dependents'  (who are qualified  beneficiaries)  health insurance until
     July 31,  1998  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  Lowe
     receives  or is  offered  health  insurance  pursuant  to a new  employment
     arrangement and he accepts that employment,  the Company's obligation under
     this paragraph  will  terminate.  All coverage  provided to Lowe and/or his
     dependents pursuant to this paragraph 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. Lowe agrees that the  benefit  package set forth in  paragraph 2 is more
than the Company is required to pay under its normal policies and procedures.


                                       4
<PAGE>

     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) Lowe for himself, his heirs,  executors,  administrators,  successors
and assigns  (collectively,  the  "Releasors"),  does hereby  fully  release and
forever discharge the Company, its parents, subsidiaries,  affiliates, divisions
and related entities, their successors and assigns, and the Company's directors,
Alan Bell, Stephen Carter,  Donald Conklin,  Gail Fraser,  Robert Henry, Stanley
Mikulski,  Kuslima Shogen and Allen Siegel, and the Company's agents,  officers,
employees,  fiduciaries and servants in both their individual and representative
capacities and each of them (collectively, the "Releasees"), of and from any and
all  claims  (including  without  limitation  any claims  for  reinstatement  or
reemployment), 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.

     b) The Company for itself and for its  affiliates,  successors  and assigns
(collectively,  the "Company  Releasors")  does hereby fully release and forever
discharge Lowe, his heirs, executors, administrators, successors and assigns, of
and from any and all claims, whether or not now known or suspected, by reason of
any actual or alleged act, omission, transaction, practice or


                                       5
<PAGE>


occurrence, or other matter up to and including the date of this
Agreement.

     6. The general release  contained in Sections 5(a) and 5(b) herein includes
but is not limited to a release of any rights  which either party may have in or
with respect to breach of contract (whether express, implied or oral); personnel
policies; employee handbooks; wages; vacation pay; severance pay; commissions or
bonuses;  tort;  wrongful  termination;   defamation;  infliction  of  emotional
distress; slander; promissory estoppel; prima facie tort; breach of the covenant
of fair  dealing;  fraud;  violation  of public  policy;  claims for physical or
emotional injury;  any and all claims based on any federal,  state or local laws
including,   without   limitation,   all  employment  and  securities  laws  and
regulations,  the Age  Discrimination  in Employment Act, Title VII of the Civil
Rights Act of 1964,  as  amended,  the  Americans  with  Disabilities  Act,  the
Employee Retirement Income Security Act, the Family Medical Leave Act, the Civil
Rights Acts, the rules or regulations of the Federal Trade Commission, the rules
and regulations of the Food and Drug Administration, the Securities Act of 1933,
as amended,  the  Securities  Exchange Act of 1934, as amended,  or any rules or
regulations promulgated by or releases or decrees of the Securities and Exchange
Commission  (the "SEC"),  the "blue sky" laws or regulations  of any state,  the
civil rights laws or regulations of the State of New Jersey, and any laws of the
states of New Jersey or Delaware.


                                       6
<PAGE>

     7. 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.

     8. Lowe  represents  that he has not filed and agrees that he will not file
any claims or causes of action of any kind against the Releasees  based upon any
actions,  conduct or circumstances occurring prior to the effective date of this
Agreement with any local, state or federal agency,  court or tribunal,  nor does
he have any  knowledge  or reason to believe  that  anyone else has filed such a
charge  or  complaint  on his  behalf.  If Lowe  should  file  such a charge  or
complaint,  or if a charge or complaint  is filed on his behalf,  or if any such
agency shall ever assume  jurisdiction  against the Releasees on behalf of Lowe,
Lowe agrees that the  compensation  and benefits  provided to him by the Company
under this Agreement shall be his sole remedy against the Releasees and he shall
not seek or accept any further  compensation  or damages from the Company or the
Releasees.  Lowe  agrees  not to  assist or aid any  other  person in  bringing,
prosecuting,  or maintaining any claim, charge, action or proceeding against the
Company unless required by law to do so, and then only to the extent required by
law.

     9. a) The terms of this Agreement are to be kept strictly  confidential  by
each party. Unless compelled to testify


                                       7
<PAGE>


     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  Lowe  may  discuss  such  terms  with his wife and
children, 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) Lowe  agrees that the  Company  has issued a press  release  (which Lowe
reviewed  prior to its  release  and to which Lowe did not  object) and may make
further  public  statements  it deems  necessary  to  inform  the  public of his
resignation  which  shall  refer to such  resignation  as  based  on the  mutual
agreement of Lowe and the Company.


                                       8
<PAGE>

     10. a) The Company agrees not to make any disparaging or negative  comments
concerning  Lowe.  Lowe agrees that he 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)  Lowe  expressly  agrees  that  should  he  breach  any of the  material
covenants and provisions  contained herein, the Company's obligation to make the
payments provided in paragraph 2(a) shall terminate immediately,  and all of the
Original Option and Additional  Option described in paragraph 2(b) and then held
by Lowe shall  terminate  immediately.  Any such breach  shall be subject to the
dispute  resolution  provisions  in Section 13. 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,  Lowe's obligations  hereunder shall
terminate  immediately.  Any  such  breach  shall  be  subject  to  the  dispute
resolution provisions in Section 13. The foregoing shall not be Lowe's exclusive
remedy for any such breach.


                                       9
<PAGE>

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

     11. a) Lowe  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
labelled, and other business affairs of the Company and its subsidiaries learned
by him 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  labelled  "Confidential"  (and  all  copies  thereof),  made or
compiled by Lowe or made available to Lowe, 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


                                       10
<PAGE>


made by Lowe in the course of his  relationship  with the Company  belong to the
Company.  Lowe 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) Lowe agrees that he shall not for the period of July 31, 1997 to January
31, 1998 directly or indirectly, for his 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 Lowe has  participated
or in any way been  active  prior to the  termination  of Lowe's  employment  to
terminate their employment of, or otherwise  terminate their relations with, the
Company.

     e) For the period of July 31,  1997 to  January  31,  1998,  Lowe 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 Lowe's ownership of less than five percent of the issued
and outstanding stock of any


                                       11
<PAGE>


corporation whose stock is traded on an established  securities market shall not
constitute a breach of this provision.

     12.  Lowe agrees that for the period from July 31, 1997 to January 31, 1998
the  Company,  may require  Lowe to answer  questions  and  provide  information
concerning  activities for which Lowe was  responsible  while he was employed by
the Company.  The Company  agrees that such request of Lowe's  services shall be
made at  reasonable  times and in a  reasonable  manner  and shall not be unduly
burdensome on Lowe.

     13. 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  Lowe  breaches  or  threatens  to  commit  a  breach  of  any of the
provisions  of Paragraph  11, 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  Paragraph  11
     specifically enforced by any court


                                       12
<PAGE>


     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  Lowe to  account  for and pay over to the
     Company all compensation,  profits, monies,  accruals,  increments or other
     benefits  (collectively,  "Benefits")  derived or  received  by Lowe as the
     result of any transaction(s)  constituting a breach of any of the covenants
     contained in Paragraph 11.

          (iii) Lowe will forfeit all benefits  received  under this  Agreement,
     the Company's  obligation to make the payments  provided in paragraph  2(a)
     shall  terminate  immediately  and  all of the  Original  Options  and  the
     Additional  Options described in paragraph 2(b) and then held by Lowe shall
     terminate  immediately,  except in each case with respect to those benefits
     and payments covered by the Employees Retirement Investment Security Act.

     c) The Company and Lowe agree that if any court  determines that any of the
covenants  contained in paragraph  11, 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.


                                       13
<PAGE>

     14. Lowe hereby represents that he 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 his family,  and (b) Lowe agrees that the Company
has recommended  that he consult with an attorney before signing this Agreement.
Lowe also  acknowledges  that he received a copy of this  Agreement on August 6,
1997 and that he has been given up to 22  calendar  days to review and  consider
it.

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

     16. 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
Delaware  and to be enforced by the federal or state  courts in the State of New
Jersey.

     17. 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.


                                       14
<PAGE>

     18.  Nothing in this Agreement  shall affect the option to purchase  20,000
shares of Common  Stock of the Company  granted to Lowe prior to his  becoming a
full time employee of the Company.

     19. THIS  AGREEMENT MAY BE REVOKED BY LOWE BY  DELIVERING A SIGNED  WRITTEN
NOTICE OF SUCH REVOCATION TO THE COMPANY,  ATTENTION OF GAIL FRASER WITHIN EIGHT
(8)  DAYS  AFTER  THIS   AGREEMENT   IS  SIGNED   (THE   "REVOCATION   PERIOD").
NOTWITHSTANDING  ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THE PLAN,
THE  INITIAL  OPTION  CERTIFICATE  OR THE NEW OPTION  CERTIFICATE,  NEITHER  THE
ORIGINAL  OPTION OR THE  ADDITIONAL  OPTION MAY BE  EXERCISED  BY LOWE UNTIL THE
REVOCATION PERIOD HAS EXPIRED.

                                             ALFACELL CORPORATION:


/S/MICHAEL C. LOWE                           By:/S/ KUSLIMA SHOGEN
------------------------                        ------------------------
Michael Lowe                                 Kuslima Shogen
                                             Chairman and Chief
                                             Executive Officer





                                       15