EXHIBIT 10.24
                                                                   -------------


      THIS OPTION AND THE SHARES OF COMMON  STOCK  UNDERLYING  THIS OPTION
      HAVE  NOT BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933,  AS
      AMENDED  ("ACT"),  AND ARE  "RESTRICTED  SECURITIES" AS THAT TERM IS
      DEFINED  IN RULE 144  PROMULGATED  UNDER  THE ACT.  THIS  OPTION  IS
      NONTRANSFERABLE  AND THE  SHARES OF  COMMON  STOCK  UNDERLYING  THIS
      OPTION MAY NOT BE OFFERED FOR SALE,  SOLD OR  OTHERWISE  TRANSFERRED
      EXCEPT UNDER THE ACT OR PURSUANT TO AN EXEMPTION  FROM  REGISTRATION
      UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE
      SATISFACTION OF THE COMPANY.


                              ALFACELL CORPORATION

                      NON-QUALIFIED STOCK OPTION AGREEMENT


            ALFACELL CORPORATION (the "Company"), a Delaware corporation, hereby
grants to _____________________ (the "Optionee"), under the Company's 1997 Stock
Option Plan (the "Plan") an option (the  "Option") to purchase up to  __________
shares of the  common  stock,  $.001 par  value,  of the  Company  (the  "Common
Stock"), subject to the following terms and conditions:

            1.    EXERCISE  PRICE.  The purchase  price  ("Exercise  Price") for
shares of Common  Stock  purchased  pursuant to this Option shall be $______ per
share,  which is at least equal to the fair market  value of the Common Stock on
the date of grant as  determined  in  accordance  with  Section 7 of the Plan by
taking the closing price of the Common Stock at the date of grant.

            2.    TIME  OF   EXERCISE.   This  Option   shall  vest  and  become
exercisable according to the following schedule: _________________________

            The Option shall terminate  _____________________ at 5:00 p.m. local
time in Bloomfield,  New Jersey,  unless sooner terminated pursuant to the terms
of the Plan.

            3.    NONTRANSFERABILITY   OF  OPTION.   This   Option  may  not  be
transferred other than as provided in the Plan.

            4.    MANNER OF  EXERCISE.  Once  vested and  exercisable  as to any
shares,  this Option may be exercised as to such shares,  in whole or in part by
completing  the Purchase Form attached  hereto (or other notice  providing  like
information) and sending it to the Company accompanied by payment in full of the
Exercise  Price for the  number of  shares to be  purchased.  The date both such
notice and payment are received by the Company  shall be the date of exercise of
the Option as to such  number of shares.  The  Exercise  Price  shall be paid in
accordance  with Section 10 of the Plan.  This Option may not be exercised  with
respect to a fractional share. In the case of exercise in part only, the Company
upon  surrender  of the Stock Option  Agreement,  will deliver to Optionee a new
Stock Option  Agreement in  substantially  similar form evidencing the remaining
shares as to which the Option has not been exercised.

            5.    ADDITIONAL REPRESENTATIONS.  As a condition to the exercise of
any portion of the Option,  the  Company may require the person  exercising  the
Option to represent  and warrant at the time of such exercise that any shares of
stock  acquired at exercise are not  registered  under the Act, are  "restricted
securities"  as that

<PAGE>


term is  defined  in Rule 144  under  the Act and are  being  acquired  only for
investment and without any present  intention to sell or distribute such shares,
if, in the opinion of counsel for the Company, such a representation is required
under  the  Act  or  any  other  applicable  law,  regulation,  or  rule  of any
governmental agency.

            6.    CAPITAL ADJUSTMENT OR MERGER. The shares subject to the Option
and the Exercise Price shall be proportionately  adjusted as provided in Section
13 of the Plan,  for any increase or decrease in the number of issued  shares of
Common Stock  subsequent to the effective  date of the Plan resulting from (1) a
subdivision or consolidation of shares or any other capital adjustment,  (2) the
payment of a stock dividend on the Company's Common Stock, or (3) other increase
or decrease in such shares  effected  without  receipt of  consideration  by the
Company.  If the Company  shall be the  surviving  corporation  in any merger or
consolidation,  the Option shall pertain, apply, and relate to the securities to
which a holder of the  number of shares of Common  Stock  subject  to the Option
would have been entitled after the merger or consolidation.  Upon dissolution or
liquidation  of the  Company,  or upon a merger  or  consolidation  in which the
Company is not the surviving corporation, this Option shall terminate; PROVIDED,
HOWEVER,  that the Optionee (or such other person  entitled  under Section 11 of
the Plan to exercise the Option) shall have the right, immediately prior to such
dissolution or  liquidation,  or such merger or  consolidation,  to exercise the
Option in whole or in part, notwithstanding any provisions contained in the Plan
or this Stock  Option  Agreement,  including  any  vesting  requirements  to the
contrary.

            7.    MISCELLANEOUS.  This Option  shall inure to the benefit of and
be binding upon each successor of the Company.  All obligations imposed upon and
all rights granted to the Optionee and all rights  reserved by the Company under
this Option shall be binding upon and inure to the benefit of  Optionee's  heirs
and personal representatives.

            8.    1997 STOCK  OPTION  PLAN  GOVERNS.  This  Option is granted to
Optionee  pursuant  to  Section  6.1 of the Plan as a  Discretionary  Grant  (as
defined in the Plan).  This Option shall be governed in all respects by the Plan
and the provisions relating therein to Discretionary Grants. In the event of any
conflict between any of the terms of this  Non-Qualified  Stock Option Agreement
and the Plan, the terms of the Plan shall control.


DATE OF GRANT:  ________________________


                                                     ALFACELL CORPORATION



                                                     By: _______________________
                                                         Chief Executive Officer


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


Dated: ______________________


                                                      __________________________
                                                      Optionee
<PAGE>


                                  PURCHASE FORM



                                                     Date:______________________


To:  Alfacell Corporation

The undersigned hereby irrevocably elects to exercise the attached Non-Qualified
Stock Option  Agreement  to the extent of options to purchase  _________________
shares and hereby makes payment of  $_______________  in payment of the purchase
price thereof.



                   INSTRUCTIONS FOR REGISTRATION OF SECURITIES

                    Name:____________________________________

                    Address:_________________________________

                        _________________________________




                                                     ____________________
                                                     Optionee


                                                     ___________________
                                                     Social Security No.