SUBSCRIPTION AGREEMENT


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                              Alfacell Corporation
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        Up to 2,500,000 Units, each Unit consisting of two (2) Shares of
           Common Stock and one (1) three-year Warrant to purchase one
                              share of Common Stock
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To:  Alfacell Corporation

This  Subscription   Agreement  (this  "Agreement")  is  made  between  Alfacell
Corporation,  a  Delaware  Corporation  (the  "Company"),  and  the  undersigned
prospective  purchaser who is subscribing  hereby for units (the "Units"),  each
such Unit consisting of two (2) shares of the Company's  common stock, par value
$.001 per share (the  "Common  Stock") and one (1)  warrant to purchase  one (1)
share of Common Stock (the "Warrant"). The shares of Common Stock (the "Shares")
and  Warrants  which  comprise  the Units will be  detached  and are  separately
transferable and for purposes of this  Subscription  Agreement all references to
Units shall mean such Shares and  Warrants.  The form of the Warrant is attached
hereto as Exhibit A. Each Warrant shall be  exercisable  at a price of $2.50 per
share of Common  Stock  during the  period  commencing  three (3)  months  after
issuance thereof and terminating  three (3) years after issuance  thereof.  This
subscription is submitted to you in accordance with and subject to the terms and
conditions   described  in  this   Subscription   Agreement  and  the  Company's
Confidential  Private Placement Memorandum dated December 15, 1997 (as it may be
supplemented  or updated from time to time, the  "Memorandum"),  relating to the
offering  (the  "Offering")  of up to 4,000,000  Shares of Common  Stock.  It is
agreed that the terms of the Offering are hereby amended to reflect the offering
by the  Company of up to  2,500,000  of the Units  described  herein.  Except as
specifically  provided  otherwise  herein  all of  the  terms  of  the  Offering
contained in the Memorandum shall remain in effect.

In  consideration  of the Company's  agreement to sell Units to the  undersigned
upon the terms and  conditions  summarized in the  Memorandum,  the  undersigned
agrees and represents as follows:

A.   SUBSCRIPTION

(1) The undersigned hereby irrevocably subscribes for and agrees to purchase the
number of Units indicated on the signature page hereto (the "Signature Page") at
the purchase  price set forth on the  Signature  Page.  The  undersigned  hereby
agrees to wire the aggregate  purchase price of the Units  subscribed for by the
undersigned as set forth in the Signature Page (the  "Payment") to the following
non-interest bearing escrow account:


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<PAGE>


(2) The Payment (or, in the case of rejection of a portion of the  undersigned's
subscription, the part of the Payment relating to such rejected portion) will be
returned  promptly,   without  interest  or  deduction,   if  the  undersigned's
subscription  is rejected in whole or in part or if the  Offering is  terminated
without a closing.  Upon receipt by the Company of the requisite payment for all
Units to be purchased by the subscribers whose subscriptions are accepted (each,
a  "Purchaser"  and,  collectively,  the  "Purchasers")  at each  closing of the
Offering (a  "Closing"),  the Shares and Warrants so purchased will be issued in
the name of each Purchaser, and the name of such Purchaser will be registered on
the books of the Company as the record  owner of such Shares and  Warrants.  The
Company will issue to each  Purchaser the stock  certificates  representing  the
Shares purchased and the Warrant Agreement  representing the Warrants purchased.
The Shares and Warrants may not be transferred prior to the Closing.

(3) The undersigned hereby acknowledges receipt of a copy of the Memorandum, and
hereby agrees to be bound thereby, as amended hereby, upon the (i) execution and
delivery to the Company, in care of Harris Webb & Garrison, Inc. (the "Placement
Agent"),  of the Signature Page, and (ii) acceptance at a Closing by the Company
of the undersigned's subscription (the "Subscription").

(4) The  undersigned  agrees  that the  Company  may,  in its sole and  absolute
discretion, reduce the undersigned's Subscription to any amount of Units that in
the aggregate does not exceed the amount of Units hereby applied for without any
prior notice to or further consent by the  undersigned.  The undersigned  hereby
irrevocably constitutes and appoints the Placement Agent and each officer of the
Placement  Agent,  each of the foregoing  acting singly,  in each case with full
power of  substitution,  the true and lawful agent and  attorney-in-fact  of the
undersigned,  with full power and authority in the undersigned's name, place and
stead,  to  amend  this  Subscription  Agreement,  including  in each  case  the
Signature Page, to effect any of the foregoing provisions of this Paragraph (4).


      Alfacell Escrow Account(1)
      9100725
      Southwest Bank of Texas as Escrow Agent


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     (1)Wire instructions to be provided  by Placement Agent prior to submission
     of Subscription Agreement by Purchasers and Closing.


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<PAGE>


B.   REPRESENTATIONS AND WARRANTIES

The undersigned  hereby represents and warrants to, and agrees with, the Company
and the Placement Agent as follows:

(1) The  undersigned  has  been  furnished  with  and  has  carefully  read  the
Memorandum  (including the Attachments thereto) and this Subscription  Agreement
and is  familiar  with  and  understands  the  Memorandum  and the  terms of the
Offering,  has based his or her decision to invest on the information  contained
in the  Memorandum  and this  Subscription  Agreement and has not been furnished
with any other  offering  literature  or  prospectus  which is  inconsistent  or
contradictory  in any  material  way  with  the  Memorandum  (including  Annexes
thereto).  The undersigned  has carefully  considered and has, to the extent the
undersigned believes such discussion necessary, discussed with the undersigned's
professional legal, tax, accounting and financial advisors the suitability of an
investment  in the  Units for the  undersigned's  particular  tax and  financial
situation  and  has  determined  that  the  Units  being  subscribed  for by the
undersigned are a suitable investment for the undersigned.

(2) The undersigned  acknowledges  that (i) the undersigned has had the right to
request  copies  of  any  documents,  records,  and  books  pertaining  to  this
investment and (ii) any such documents,  records and books which the undersigned
requested  have been made  available  for  inspection  by the  undersigned,  the
undersigned's attorney, accountant or adviser(s).

(3)  The  undersigned  and/or  the  undersigned's   adviser(s)  has/have  had  a
reasonable  opportunity to ask questions of and receive answers from a person or
persons  acting on behalf of the Company  concerning  the  Offering and all such
questions have been answered to the full satisfaction of the undersigned.

(4) The undersigned is not subscribing for Units as a result of or subsequent to
any  advertisement,  article,  notice or other  communication  published  in any
newspaper,  magazine or similar media or broadcast  over  television or radio or
presented at any seminar or meeting.

(5) If the undersigned is a natural person,  the undersigned has reached the age
of majority in the state in which the undersigned resides, has adequate means of
providing for the undersigned's  current financial needs and  contingencies,  is
able to bear the substantial economic risks of an investment in the Units for an
indefinite  period of time, has no need for liquidity in such investment and, at
the present time, could afford a complete loss of such investment.

(6) The undersigned or the undersigned's purchaser  representative,  as the case
may be, has had such  knowledge and  experience  in financial,  tax and business
matters  so as to  enable  the  undersigned  to  utilize  the  information  made
available to the  undersigned  in  connection  with the Offering to evaluate the
merits  and  risks  of an  investment  in the  Units  and to  make  an  informed
investment decision with respect thereto.


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<PAGE>


(7) The  undersigned  will not sell or  otherwise  transfer  the  Units  without
registration under the Securities Act of 1933, as amended (the "Securities Act")
or applicable state securities laws or an exemption therefrom. None of the Units
have been  registered  under the Securities Act or under the states'  securities
laws. The  undersigned  represents  that the undersigned is purchasing the Units
for the  undersigned's  own account,  for  investment and not with a view toward
resale or  distribution  except  in  compliance  with the  Securities  Act.  The
undersigned  has not  offered  or sold the  Units  being  acquired  nor does the
undersigned  have any present  intention of selling,  distributing  or otherwise
disposing  of such Units  either  currently  or after the  passage of a fixed or
determinable  period of time or upon the  occurrence  or  non-occurrence  of any
predetermined event or circumstances in violation of the Securities Act.

(8) The undersigned recognizes that investment in the Units involves substantial
risks,  including loss of the entire amount of his or her  investment.  Further,
the  undersigned  has carefully  read and considered the matters set forth under
the caption "Risk Factors" in the  Memorandum,  and has taken full cognizance of
and understands all of the risks related to the purchase of the Units.

(9) The undersigned  acknowledges that the certificates  representing the shares
of Common Stock  purchased and the Warrants  purchased  shall each be stamped or
otherwise imprinted with a legend substantially in the following form:

THE SECURITIES  REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED OR OTHERWISE  TRANSFERRED IN THE
ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT  UNDER SUCH ACT WITH RESPECT TO
THE SECURITIES OR AN EXEMPTION THEREFROM.  ANY SUCH TRANSFER MAY ALSO BE SUBJECT
TO APPLICABLE STATE SECURITIES LAWS.

(10) If this  Subscription  Agreement is executed  and  delivered on behalf of a
partnership,  corporation,  trust or estate: (i) such partnership,  corporation,
trust or  estate  has the full  legal  right and  power  and all  authority  and
approval  required  (a) to execute  and  deliver,  or  authorize  execution  and
delivery of, this Subscription  Agreement and all other instruments executed and
delivered by or on behalf of such partnership,  corporation,  trust or estate in
connection with the purchase of its Units, (b) to delegate authority pursuant to
power of attorney and (c) to purchase and hold such Units, (ii) the signature of
the party signing on behalf of such partnership, corporation, trust or estate is
binding  upon such  partnership,  corporation,  trust or estate;  and (iii) such
partnership,  corporation or trust has not been formed for the specific  purpose
of  acquiring  such  Units,  unless  each  beneficial  owner of such  entity  is
qualified  as an  accredited  investor  within  the  meaning  of Rule  501(a) of
Regulation D promulgated under the Securities Act and has submitted  information
substantiating such individual qualification.


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<PAGE>


(11) The  undersigned  acknowledges  that if he or she is  purchasing  the Units
subscribed for hereby in a fiduciary  capacity,  the above  representations  and
warranties  shall be deemed to have been made on behalf of the person or persons
for whom he or she is so purchasing.

(12) If the  undersigned  is a  retirement  plan or is  investing on behalf of a
retirement plan, the undersigned acknowledges that investment in the Units poses
additional  risks  including  the  inability  to  use  losses  generated  by  an
investment in the Units to offset taxable income.

(13) The  undersigned  acknowledges  that if he or she is  purchasing  the Units
subscribed for hereby in a fiduciary  capacity,  the above  representations  and
warranties  shall be deemed to have been made on behalf of the person or persons
for whom he or she is so purchasing.

(14) The  undersigned  represents  and warrants that the  information  set forth
herein concerning the undersigned is complete, true and correct.

(15) The undersigned agrees to indemnify and hold the Company and its directors,
officers, employees,  affiliates,  controlling persons and agents (including the
Placement  Agent and any  control  persons  of the  Placement  Agent)  and their
respective heirs,  representatives,  successors and assigns harmless against all
liabilities,  costs  and  expenses  incurred  by them as a  result  of,  (a) any
misrepresentation made by the undersigned contained in this Agreement (including
the Investor  Questionnaire  contained herein),  (b) any sale or distribution by
the  undersigned  in violation of the  Securities  Act or any  applicable  state
securities  or "blue sky" laws or (c) any untrue  statement  of a material  fact
made by the undersigned and contained herein.

C.   UNDERSTANDINGS

The undersigned  understands,  acknowledges  and agrees with the Company and the
Placement Agent as follows:

(1) This  Subscription  may be rejected,  in whole or in part, by the Company or
the Placement  Agent, in the sole and absolute  discretion of either of them, at
any  time  before  the  Closing  on the  Units  covered  by  such  subscription,
notwithstanding  prior receipt by the undersigned of notice of acceptance of the
undersigned's Subscription.  The Company may terminate this Offering at any time
in its sole  discretion.  The execution of this Agreement or solicitation of the
investment  contemplated  hereby,  shall create no  obligation of the Company to
accept any subscription or complete the Offering.

(2) The  undersigned  hereby  acknowledges  and  agrees  that  the  Subscription
hereunder is irrevocable by the  undersigned,  that,  except as required by law,
the undersigned is not entitled to cancel, terminate or revoke this Agreement or
any  agreements of the  undersigned  hereunder and that this  Agreement and such
other  agreements  shall survive the death or disability of the  undersigned and
shall be binding  upon and inure to the benefit of the parties and their  heirs,
executors,  administrators,  successors,  legal  representatives  and  permitted
assigns.  If the  undersigned  is more than one person,  the  obligations of the
undersigned   hereunder   shall  be  joint  and  several  and  the   agreements,
representations, warranties and acknowledges herein contained shall be deemed to
be made by and be binding  upon each such person and his/her  heirs,  executors,
administrators, successors, legal representatives and permitted assigns.


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<PAGE>


(3) No federal or state agency has made any finding or  determination  as to the
accuracy  or adequacy of the  Memorandum  or as to the  fairness of the terms of
this Offering for investment nor any recommendation or endorsement of the Units.

(4) The Offering is intended to be exempt from registration under the Securities
Act by  virtue of  Section  4(2) of the  Securities  Act and the  provisions  of
Regulation D thereunder, which is in part dependent upon the truth, completeness
and accuracy of the statements made by the undersigned herein.

(5)  There  can be no  assurance  that the  undersigned  will be able to sell or
dispose of the  Units.  It is  understood  that in order not to  jeopardize  the
Offering's exempt status under Section 4(2) of the Securities Act and Regulation
D, any  transferee  may,  at a minimum,  be  required  to fulfill  the  investor
suitability requirements thereunder.

(6) The  Placement  Agent  will  receive  compensation  in  connection  with the
Offering but is not guaranteeing or assuming  responsibility of the operation or
possible liability of the Company, including, without limitation,  compliance by
the Company with the  agreements  entered into in connection  with the Offering,
and will not  supervise or  participate  in the  operation or  management of the
Company.

(7) The undersigned  understands  that.  With the exception of the  registration
rights set forth in Section D of this  Subscription  Agreement,  (i) the Company
has no  obligation  to register  the Units for resale under any federal or state
securities  laws or to take any action which would make  available any exemption
from the  registration  requirements  of such  laws,  and  (ii) the  undersigned
therefore may be precluded from selling or otherwise  transferring  or disposing
the Units or any  portion  thereof  for an  indefinite  period of time or at any
particular  time and may therefore  have to bear the economic risk of investment
in the Share of an indefinite period of time.

(8) The undersigned  agrees that if and to the extent required by an underwriter
of the Company's  Securities in a public offering the undersigned will execute a
"lock-up"  agreement  regarding some or all of his or her Units thereby agreeing
not to sell such  Units for a period  of time  (not to  exceed  180 days)  after
completion of the public offering  whether or not such Units are included in the
public offering.

(9) The  undersigned  understands  that the Units are being  offered and sold in
reliance on specific  exemptions from the  registration  requirements of federal
and  state  securities  laws  and  that  the  Company  and  the  principals  and
controlling  persons  thereof  are  relying  upon the truth and  accuracy of the
representations, warranties, agreements, acknowledgments, and understandings set
forth in this Subscription  Agreement in order to determine the applicability of
such exemptions and the suitability of the undersigned to acquire Units.

(10)  The  undersigned  acknowledges  that  the  information  contained  in  the
Memorandum,  including  without  limitations  the  existence  and  terms  of the
Offering,  is confidential  and non-public and agrees that all such  information
shall  be kept  in  confidence  by the  undersigned  and  neither  used  for the
undersigned's personal benefit (other than in connection with this Subscription)
nor disclosed to any third party for any reason;  provided,  however,  that this
confidentiality  obligation  shall not apply to any such information that (i) is
part of the public  knowledge or literature  and readily  accessible at the date
hereof, (ii) becomes part of the public knowledge or literature and readily


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<PAGE>


accessible by publication  (except as a result of a breach of this provision) or
(iii) is received  from third  parties  (except  third parties who disclose such
information  in  violation of any  confidentiality  agreements  or  obligations,
including,  without limitation, any Subscription Agreement entered into with the
Company).  The undersigned  acknowledges that the foregoing  restrictions on the
undersigned's  use and disclosure of the  confidential,  non-public  information
contained  in the  Memorandum  restricts  the  undersigned  from  trading in the
Company's securities to the extent information would be deemed to be material by
a  reasonable  investor  in  determining  whether  to  invest  in the  Company's
securities.

(11) The representations, warranties and agreements of the undersigned contained
herein and in any other writing  delivered in connection  with the  transactions
contemplated  hereby  shall be true and correct in all respects on and as of the
date of sale of the Units as if made on and as of such  date and  shall  survive
the execution and delivery of this Agreement and the purchase of the Units.

(12) Insofar as indemnification  for liabilities under the Securities Act may be
permitted to  directors,  officers or  controlling  persons of the Company,  the
Company has been  informed  that in the opinion of the  Securities  and Exchange
Commission  such  indemnification  is against public policy as expressed in such
Act and is therefore unenforceable to such extent.

D.   REGISTRATION RIGHTS

(1) The Company  covenants  and agrees that on or before the earlier to occur of
(i) March 31,  1998 or (ii) the 45th day  following  the  final  closing  of the
Offering  by the  Company,  the  Company  will  cause to be  filed  under of the
Securities  Act  a  registration  statement  (  the  "Registration  Statement"),
registering  the resale of (A) the Shares and (B) the shares of Common  Stock or
other securities issuable under the Warrants (the "Warrant Shares"), included in
the  Units  purchased  in  the  Offering  by  the  undersigned  and  naming  the
undersigned in the Registration Statement as a selling shareholder.

     (a) Except to the extent any delay is due to the failure of the undersigned
to reasonably cooperate in providing to the Company such information as shall be
reasonably  requested  by the  Company  in writing  for use in the  Registration
Statement,  if the  Registration  Statement is not filed with the Securities and
Exchange  Commission  within the target dates set forth in the first sentence of
section D(1) (the "Outside Filing Date"),  the Company shall declare and pay for
no additional consideration to the undersigned additional shares of Common Stock
equal  to 1% of the sum of the  Shares  plus  the  Warrant  Shares  (the  "Delay
Shares")  then held by the  undersigned  for each week after the Outside  Filing
Date that the Registration Statement remains unfiled.

     (b) All Delay Shares issuable  pursuant to paragraph (a) above when issued,
shall be duly authorized,  fully paid and nonassessable and shall be included in
the  Registration  Statement  contemplated  hereby.  Such Delay  Shares shall be
registered in the name of the undersigned or the name or names of the nominee(s)
of the  undersigned  in such  denominations  as the  undersigned  shall  request
pursuant to instructions delivered to the Company.

(2) The Company shall use its  commercially  reasonable best efforts to have the
Registration  Statement  declared  effective as soon as  reasonably  practicable
after such filing, and to keep such


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<PAGE>


Registration  Statement continuously effective until the earlier of (i) the date
of all the Shares and Warrant Shares purchased by Purchasers in the Offering and
included in the Registration Statement have been sold publicly by the Purchasers
and (ii) the second anniversary of the final Closing of the Offering;  provided,
however,  that the Company may  voluntarily  suspend the  effectiveness  of such
Registration  Statement  for a limited  time,  which is no event shall be longer
than 120 days, if the Company has been advised by its counsel or underwriters to
the  Company  that the  offering of the shares of Common  Stock  pursuant to the
Registration  Statement would adversely  affect, or would be improper in view of
(or improper  without  disclosure  in a  prospectus),  a proposed  financing,  a
reorganization,  recapitalization, merger, consolidation, or similar transaction
involving the Company,  in which case the Company shall be required to keep such
Registration  Statement  effective for an  additional  period of time beyond two
years  following the final  Closing of the Offering  equal to the number of days
the effectiveness thereof is suspended pursuant to this provision.

(3) Upon the occurrence of any event that would cause the Registration Statement
to contain a material misstatement or omission or not to be effective and usable
during the period that such  Registration  Statement is required to be effective
and usable,  the Company  shall  promptly file an amendment or supplement to the
Registration Statement and use its commercially reasonable best efforts to cause
such amendment to be declared effective as soon as practicable thereafter.

(4) The Company  will bear all costs and  expenses  related to the  Registration
Statement other than the expenses  incurred by the Purchasers for  underwriters'
commissions and discounts, if any, or legal fees incurred by the Purchasers.

(5) The Company shall furnish each  Purchaser  with such number of copies of the
prospectus  forming a part of the  Registration  Statement  as such  person  may
reasonably  request in order to facilitate a public sale or  disposition  of the
Shares covered by the Registration Statement.

(6) The Company shall use commercially reasonable efforts to register or qualify
the Shares and Warrant Shares owned by the undersigned which are included in the
Registration   Statement   under  the   securities  or  blue  sky  laws  of  the
undersigned's state of residence and the state of New York.

(7) The Company  shall notify each  Purchaser  and its counsel of any stop order
threatened  or issued by the  Securities  and Exchange  Commission  or any state
securities  regulatory  authority,  or a trading  halt  threatened  or issued by
NASDAQ or other exchange or over-the-counter market in which the Common Stock is
publicly traded, and take all actions required to prevent the entry of such stop
order or the  imposition  of such  trading  halt or to remove such stop order or
trading halt if entered or imposed.

(8) In  connection  with the  registration  hereunder  and as a condition to the
Company's obligation  hereunder,  the undersigned will furnish to the Company in
writing  such  information  with  respect to the  undersigned  and the  proposed
distribution  of the Shares and Warrant  Shares by the  undersigned  as shall be
reasonably  necessary in order to assure  compliance with Federal and applicable
state securities laws.

(9) (a) In connection  with the  registration  of the Shares and Warrant  Shares
under the  Securities  Act, the Company will  indemnify  and hold  harmless each
seller of such Shares and


                                       8
<PAGE>


Warrant  Shares  thereunder  and each other  person,  if any, who controls  such
seller, against any losses, claims, damages or liabilities, joint or several, to
which such seller or controlling  person may become subject under the Securities
Act or otherwise,  insofar as such losses,  claims,  damages or liabilities  (or
actions in respect  thereof) arise out of or are based upon any untrue statement
or alleged untrue  statement of any material fact contained in any  registration
statement  under which the Shares and Warrant Shares were  registered  under the
Securities  Act,  any  preliminary  prospectus  or  final  prospectus  contained
therein,  or any amendment or supplement  thereto,  or arise out of or are based
upon the omission or alleged  omission to state therein a material fact required
to be stated therein or necessary to make the statements  therein not misleading
in light of the  circumstances  then  existing,  and shall  reimburse  each such
seller  and each  such  controlling  person  for any  legal  or  other  expenses
reasonably  incurred by them in connection with  investigating  or defending any
such loss, claim, damage,  liability,  or action;  provided,  however,  that the
Company  shall not be liable in any such case if and to the extent that any such
loss,  claim,  damage or  liability  arises  out of or is based  upon any untrue
statement or alleged  untrue  statement  or omission or alleged  omission in any
document made in reliance upon and in conformity with  information  furnished by
such seller or such  controlling  person in writing  specifically for use in the
preparation of such documents.

     (b) In connection  with the  registration  of the Shares and Warrant Shares
under the Securities  Act, each seller of such shares  thereunder  severally and
not jointly,  will  indemnify and hold harmless the Company and each person,  if
any, who controls the Company  within the meaning of the  Securities  Act,  each
officer  of the  Company,  each  director  of the  Company  and each  person who
controls the Company against all losses, claims, damages or liabilities to which
the  Company or any such  officer,  director  or  controlling  person may become
subject under the Securities Act or otherwise,  insofar as such losses,  claims,
damages or liabilities  or actions or omissions in respect  thereof arise out of
or are based  upon any  untrue  statement  or alleged  untrue  statement  of any
material fact contained in the registration statement under which such Shares or
Warrant  Shares  were  registered  under the  Securities  Act,  any  preliminary
prospectus or final prospectus contained therein, or any amendment or supplement
thereof,  or arise out of or are based upon the omission or alleged  omission to
state therein a material fact required to be stated therein or necessary to make
the  statements  therein  not  misleading  in  light of the  circumstances  then
existing,  and shall reimburse the Company and each such officer,  director, and
controlling person for any legal or other expenses  reasonably  incurred by them
in connection  with  investigating  or defending any such loss,  claim,  damage,
liability  or  action;  provided,  however,  that  such  seller  shall be liable
hereunder in any such case if and only to the extent that such untrue  statement
or alleged untrue  statement or omission or alleged omission in any document was
made in reliance upon and conformity with  information  furnished to the Company
by or on behalf of such  seller in writing  for use in the  preparation  of such
documents;  provided,  further,  however,  that  the  liability  of each  seller
hereunder  shall be limited to the proportion of any such loss,  claim,  damage,
liability or expense which is equal to the proportion  that the public  offering
price of Shares and Warrant  Shares sold by such seller under such  registration
statement  bears to the  total  public  offering  price of all  securities  sold
thereunder,  but not to exceed the  proceeds  allocable  to such seller from the
sale of Shares and Warrant Shares covered by such  registration  statement.  The
registration  rights with respect to the Warrant  Shares  shall  transfer to any
transferee  should the Warrant be  transferred.  The Company  shall use its best
efforts to allow Rule 144 under the Securities Act to be used.


                                       9
<PAGE>


E.   MISCELLANEOUS

(1) All pronouns and any variations thereof used herein shall be deemed to refer
to the masculine, feminine, singular or plural, as the identity of the person or
persons may require.

(2) Except as set forth in Section A(4) herein,  neither this  Agreement nor any
provision hereof shall be waived,  modified,  changed,  discharged,  terminated,
revoked or  canceled  except by an  instrument  in  writing  signed by the party
against whom any change, discharge or termination is sought.

(3) Notices  required or permitted to be given hereunder shall be in writing and
shall be deemed to be sufficiently  given when  personally  delivered or sent by
registered mail, return receipt requested,  addressed: (i) if to the Company, to
Alfacell  Corporation,  225  Belleville  Avenue,  Bloomfield,  New Jersey 07003,
Attention:  Gail  E.  Fraser,  Telecopy:  (973)  748-1355,  with a  copy  to the
Placement  Agent  addressed  to Harris Webb & Garrison,  Inc.,  5599 San Felipe,
Suite 301,  Houston,  Texas 77056,  Attention:  Jerald S. Cobbs,  Telecopy (713)
993-4696,  or (ii) if to the undersigned,  to the address for correspondence set
forth in the Signature Page, or at such other address as may have been specified
by written notice given in accordance with this Paragraph (3).

(4) Failure of the Company to exercise any right or remedy under this  Agreement
or any other agreement between the Company and the undersigned, or otherwise, or
delay by the Company in exercising  such right or remedy,  will not operate as a
waiver thereof.  No waiver by the Company will be effective  unless and until it
is in writing and signed by the Company.

(5) This Agreement shall be enforced,  governed and construed in all respects in
accordance with the laws of the State of New Jersey, as such laws are applied by
the New Jersey  courts to  agreements  entered  into and to be  performed in New
Jersey by and between  residents  of New Jersey,  and shall be binding  upon the
undersigned, the undersigned's heirs, estate, legal representatives,  successors
and assigns and shall inure to the benefit of the Company,  its  successors  and
assigns.  If  any  provision  of  this  Subscription  Agreement  is  invalid  or
unenforceable  under any applicable  statute or rule of law, then such provision
shall be deemed  modified  to  conform  with such  statute  or rule of law.  Any
provision hereof that may prove invalid or unenforceable under any law shall not
affect the validity or enforceability of any other provisions hereof.

(6) This  Subscription  Agreement  constitutes the entire agreement  between the
parties hereto with respect to the subject matter hereof and may be amended only
by a writing executed by both parties hereto. This Subscription  Agreement shall
supersede any prior agreement relating to the subject matter hereof, between the
parties hereto, including without limitation any prior subscription agreements.

(7) Each party hereto has had the  opportunity to review this Agreement with its
separate legal counsel.

F.   SIGNATURE

The  signature  of  this  Agreement  is  contained  as  part  of the  applicable
subscription package, entitled "Signature Page".


                                       10
<PAGE>


ALFACELL CORPORATION
SIGNATURE PAGE

The undersigned hereby subscribes for the number of Units as set forth below.

1. Dated:  ____________________, 19___

2. Number of Units subscribed for :  ____________________

3.  Aggregate  purchase price for number of Units  subscribed  for, at $4.00 per
Unit:

   $____________________


   -----------------------------------     -------------------------------------
   Signature of Subscriber                      Taxpayer Identification or
   (and title, if applicable)                     Social Security Number


   -----------------------------------     -------------------------------------
   Signature of Joint Purchaser                 Taxpayer Identification or
   (if any)                                       Social Security Number


   -----------------------------------     -------------------------------------
   Name and Residence Address                          Mailing Address
   (Post Office Address Not Acceptable)    (if different from Residence Address)


   -----------------------------------     -------------------------------------
   Name (please print as name will                   Name (please print)
   appear on certificate)


   -----------------------------------     -------------------------------------
   Number and Street                                  Number and Street


   -----------------------------------     -------------------------------------
   City, State, Zip Code                           City, State, Zip Code



                                       11
<PAGE>


ALFACELL CORPORATION
SIGNATURE PAGE



Subscription  for______________________Units  at $4.00 per Unit for an aggregate
purchase price of $_______________________is hereby accepted.





By:_______________________________________Dated:  ______________________________
         Kuslima Shogen
         Chief Executive Officer


                                       12
<PAGE>


ACCREDITED INVESTOR STATUS

INVESTORS MUST CHECK APPLICABLE CHOICE OR CHOICES.

The  undersigned  is an  "accredited  investor"  as that term is defined in Rule
501(a) of  Regulation D  promulgated  pursuant to the Act  ("Regulation  D"), by
virtue of the fact that:

1.   Accredited  investors  must  initial  at  least  one of the  following  two
statements:

____ A. The undersigned had individual income of more than $200,000 (or $300,000
including  income  attributable  to spouse) in each of the most recent two years
and  reasonably  expects to have an individual  income in excess of $200,000 (or
$300,000 including income attributable to spouse) for the current year.

____ B. The  undersigned  has an individual  net worth,  or a combined net worth
with the  undersigned's  spouse,  in excess of $1,000,000.  For purposes of this
Subscription Agreement,  "individual net worth" means the excess of total assets
as fair  market  value,  including  homes  and  personal  property,  over  total
liabilities.

2.   Accredited  partnerships,  corporations,  trusts or other equity  investors
must initial one or more of the following statements:

____ A. All of the  individual  equity  owners  of the  undersigned  qualify  as
accredited investors under statements (1A) or (1B) above.

____ B. The  undersigned  is a bank,  savings and loan, or insurance  company as
defined in the Act, or is a  corporation,  partnership,  or business  trust with
total assets in excess of $5,000,000.

____ C. The undersigned otherwise meets the definition of an accredited investor
set forth in Rule  501(a) of  Regulation  D, as  follows  (explain  briefly  and
contact the Company prior to submission to verify accredited investor status):


                                                  ------------------------------
                                                  Signature of Subscriber


                                                  ------------------------------
                                                  Signature of Joint Purchasers


                                                  ------------------------------
                                                  Print Name of Subscriber


                                                  ------------------------------
                                                  Print Name of Joint Purchasers



                                       13
<PAGE>


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  "Warrant  holder") 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 $2.50 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 Warrant  holder 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 Warrant holder 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
Warrant holder.  As used herein,  "Termination  Date" shall be deemed to include
any such extensions.


                                       14
<PAGE>


     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 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 Warrant holder 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 Warrant  holder,  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 Warrant holder 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  Warrant  holder 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 Warrant  holder,  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


                                       15
<PAGE>


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
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
Warrant  holder 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 $2.50 per share. The Company may, in
its sole  discretion,  reduce the Exercise  Price  applicable to the exercise of
this Warrant upon notice to the Warrant holder. 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


                                       16
<PAGE>


or reverse  stock split by a fraction,  the  numerator of which is the number of
shares of Common Stock  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 Warrant  holder 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  Warrant  holder  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 Warrant  holder would have been  entitled to
receive if the Warrant  holder 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.

     The Warrant holder shall have the  registration  rights with respect to the
resale  of the  Warrant  Stock as set  forth in  Section  D of the  Subscription
Agreement  by and  between  the  Company  and the  Warrant  holder  of even date
herewith.  The  registration  rights with respect to the transfer of the Warrant
stock shall transfer to any transferee should the Warrant be transferred.


                                       17
<PAGE>


SECTION X. NOTICES TO WARRANT HOLDERS.

     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 Warrant holder,
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 Warrant holder
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 Warrant  holder to the Warrant  holder 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 Warrant  holder  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.


                                       18
<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 Warrant holder 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 Warrant holder.


     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: Kuslima Shogen
Title:  Chief Executive Officer


Warrant holder


By: __________________________________

Name: ________________________________

Address:

______________________________________

______________________________________

______________________________________


______________________________________
Social Security or
Taxpayer Identification Number


                                       19
<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:___________________________________________________________




                                       20
<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:_________________ , 199_


                                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:


_______________________________



                                       21