Exhibit 10.21


                                          As of December 15, 1997


Harris, Webb & Garrison, Inc.
5599 San Felipe, Suite 301
Houston, Texas  77056


Ladies and Gentlemen:

     Alfacell  Corporation,  a  Delaware  corporation  (the  "Company"),  hereby
confirms its agreement,  as amended and restated,  with Harris, Webb & Garrison,
Inc. (the "Placement Agent") as follows:

     1.  Description  of  Transaction.  The  Company  proposes to issue and sell
through the Placement Agent, in a transaction exempt from registration under the
Securities Act of 1933, as amended (the  "Securities  Act"), to a limited number
of persons  meeting  criteria for  "Accredited  Investor"  status (as more fully
described in the confidential  private offering memorandum dated the date hereof
and exhibits  thereto,  as the same may be  supplemented  from time to time (the
"Memorandum"),  up to 2,500,000 units (the "Units"),  each consisting of two (2)
shares ("Shares") of the Company's Common Stock, $0.001 par value per share (the
"Common Stock") at an offering price per share which will be determined prior to
each closing of the offering  (individually,  a "Closing" and collectively,  the
"Closings") by negotiation between the Company and the Placement Agent and which
will be based upon the market price of the Common  Stock and one (1)  three-year
warrant (the  "Warrant") to purchase one (1) share of Common Stock (the "Private
Offering").  The  Shares  and the  Warrants  which  comprise  the Units  will be
detached and are separately transferable. 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. The Private Offering shall be conducted on a "reasonable efforts" basis
by the Company  with the  assistance  of the  Placement  Agent.  The Company may
increase the size of the Private Offering in its discretion.

     The full terms of the Private  Offering  and the  securities  to be sold in
connection  therewith,  are more fully described in the Memorandum.  Capitalized
terms not defined herein shall have the meaning set forth in the Memorandum.

     2. Appointment of the Placement Agent. On the basis of the representations,
warranties, covenants and agreements of the Placement Agent contained herein and
subject to the conditions  contained  herein,  the Company  hereby  appoints the
Placement Agent as its exclusive agent to offer and sell to Accredited Investors
the Units, on a "reasonable efforts" basis, until the earlier of (i) the date on
which all of the Units  offered in the Private  Offering have been sold, or (ii)
on or before the close of business on February 22,  1998,  or (iii) such earlier
date as shall be determined by the Company in its sole discretion (the "Offering
Expiration  Date").  The Placement  Agent, on the basis of the  representations,
warranties,


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covenants and  agreements of the Company  contained  herein,  and subject to the
conditions  contained  herein,  accepts such  appointment  and agrees to use its
reasonable  efforts to sell the Units. It is understood that the Placement Agent
has no commitment to sell the Units other than to use its reasonable efforts.

     3.  Purchase,  Sale  and  Delivery  of  the  Units.  On  the  basis  of the
representations  and warranties  contained herein,  and subject to the terms and
conditions set forth herein, the parties agree that:

          (a)  Regulation  D  Placement.  Neither  the offer nor the sale of the
     Units has been or will be registered with the U.S.  Securities and Exchange
     Commission ("SEC"). The Units will be offered and sold in reliance upon the
     exemption  from  registration  provided by  Regulation  D ("Reg D") adopted
     under the Securities  Act, and will only be sold to "Accredited  Investors"
     as such term is defined  under Reg D; the Units  will be  offered  for sale
     only in states in which the Units have been  qualified  or  registered  for
     sale  or are  exempt  from  such  qualification  or  registration  and  the
     conditions  for such  exemption have been met; and the Company will provide
     the Placement  Agent for delivery to all offerees and  purchasers and their
     representatives,  if any, with any  information,  documents and instruments
     which the Placement Agent and the Company deem necessary to comply with the
     rules,   regulations  and  judicial  and   administrative   interpretations
     concerning  compliance  with  applicable  federal  and state  statutes  and
     regulations.

          (b) Subscription for the Units. Subscription for the Units shall occur
     by execution  and delivery by the  subscriber of a  subscription  agreement
     (the  "Subscription  Agreement")  in the form  annexed  to the  Memorandum,
     together with the accredited investor status form (the "Accredited Investor
     Status Form" and together with the Subscription Agreement the "Subscription
     Documents")  and such other  documents and  instruments as are set forth in
     the  Memorandum  and  payment  of the  required  subscription  amount  (the
     "Subscription   Payment")  all  in   accordance   with  the  terms  of  the
     Subscription Agreement.  The Placement Agent will notify Subscribers of the
     offering  price  per  Unit  prior to  submission  and  acceptance  of their
     Subscription Documents.

          (c)  Distribution  of  Proceeds;   Closing;   Termination  of  Private
     Offering. The proceeds of the Private Offering will be held in a segregated
     non-interest-bearing  escrow account  maintained by the Placement Agent and
     the Company until such funds are released to the Company at each Closing of
     the Private Offering (each, a "Closing Date"). The Company shall deliver to
     the Placement Agent on each Closing Date, on behalf of the Subscribers, the
     certificates evidencing the Unit against payment therefor,  after deducting
     the amounts set forth in Section 4 below.

          (d)  Registration  Rights.  The  Subscribers  shall have  registration
     rights, as described in the Subscription Agreement.

                                       -2-


<PAGE>


          (e) Closing.  Each of the Closings will occur on such date and at such
     time and place as the Placement  Agent and the Company agree,  prior to the
     Offering  Expiration  Date. On each Closing Date, the parties shall deliver
     the closing  documents  described in Section 8 of this Agreement as well as
     such other  documents  as the  Company  and the  Placement  Agent and their
     respective legal counsel reasonably request.

     4.  Compensation  of  Placement  Agent.  As  compensation  for its services
rendered as Placement  Agent under this  Agreement,  the  Placement  Agent shall
receive at each Closing:  (i) a placement fee equal to eight percent (8%) of the
gross  proceeds from the sale of the Units,  provided that no placement fee will
be paid to the  Placement  Agent  for  subscriptions  received  from  purchasers
introduced to the Placement Agent by T.C.  Management,  Inc. ("TCM") and for the
investors  listed on Exhibit A hereto,  and (ii)  Placement  Agent warrants (the
"Placement  Agent  Warrants")  to  purchase  that  number of Units  equal to ten
percent (10%) of the aggregate number of Units sold,  excluding the total amount
of securities  sold to purchasers  introduced to the Placement Agent by TCM. The
Placement Agent Warrants will be exercisable for a period  commencing  three (3)
months after and ending  three (3) years after  issuance of the Units upon which
such Placement  Agent Warrants are based, at an exercise price per Unit equal to
110% of the offering price per Unit of the Units upon which such Placement Agent
Warrants are based. The securities  underlying the Placement Agent Warrants will
be registered contemporaneously with the registration of the Units. At the first
Closing,  the  $35,000  paid to the  Placement  Agent  upon the  signing of that
certain  engagement  letter,  dated  October 24,  1997,  will be credited to the
Company  and  debited  against  the  compensation  paid to the  Placement  Agent
hereunder.

     5.  Representations  and Warranties of the Company.  The Company represents
and warrants to the Placement Agent that:

          (a) Memorandum. The Company has prepared the Memorandum which contains
     information,  accurate as of the date specified therein. The Memorandum, as
     of its date and at all times  subsequent  thereto up to and including  each
     Closing  Date,  does not and will not  include  any untrue  statement  of a
     material  fact,  or omit to state any material  fact  required to be stated
     therein  or  necessary  to make  the  statements  therein,  in light of the
     circumstances in which they were made, not misleading.

          (b) Reg D  Qualification.  The  Company  has used its best  efforts to
     ensure that the offer and sale of the Units by the  Company has  satisfied,
     and on the Closing Date will have satisfied,  in all material respects, all
     of the requirements of Reg D.

          (c) Organization and Good Standing.  The Company is a corporation duly
     organized,  validly  existing  and in good  standing  under the laws of the
     State of  Delaware,  with  full  power  and  authority  to own or lease and
     operate its  properties  and to conduct its  business as  described  in the
     Memorandum  and to  execute,  deliver  and perform  this  Agreement  and to
     consummate  the  transactions  contemplated  hereby.  The  Company  is duly
     qualified to do business as a foreign  corporation  and is in good standing
     in all jurisdictions where such

                                       -3-


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     qualification  is necessary  and where  failure to so qualify  could have a
     material adverse effect on the financial condition,  results of operations,
     business or properties of the Company (a "Material  Adverse  Effect").  The
     Company has no subsidiaries or predecessors.

          (d) Corporate Authorization. This Agreement has been duly executed and
     delivered by the Company and constitutes  the valid and binding  obligation
     of the  Company,  enforceable  against the Company in  accordance  with its
     terms  except  as  such   enforceability   may  be  limited  by  applicable
     bankruptcy,  insolvency,  moratorium, or other similar laws or arrangements
     affecting  creditors'  rights generally and subject to principles of equity
     and public policy considerations, including with respect to indemnification
     and  contribution  for  liabilities   under  the  Securities  Act  and  the
     Securities  Exchange  Act of 1934  (the  "Exchange  Act").  The  execution,
     delivery and performance of this Agreement by the Company, the consummation
     by the Company of the transactions herein contemplated,  and the compliance
     by the Company with the terms of this Agreement  have been duly  authorized
     by all necessary  corporate action and do not and will not, with or without
     the  giving  of notice or the  lapse of time,  or both:  (i)  result in any
     violation of the  Certificate  of  Incorporation  or Bylaws of the Company,
     (ii) result in a material  breach of or material  conflict  with any of the
     terms or  provisions  of, or constitute a default  under,  or result in the
     modification  or termination of, or result in the creation or imposition of
     any  lien,  security  interest,  charge  or  encumbrance  upon  any  of the
     properties or assets of the Company  pursuant to any  indenture,  mortgage,
     note,  contract,  commitment or other  agreement or instrument to which the
     Company  is a party or by which the  Company  or any of its  properties  or
     assets  are or  may be  bound  or  affected,  (iii)  violate  any  existing
     applicable  law,  rule,  regulation,  judgment,  order  or  decree  of  any
     governmental agency or court, domestic or foreign, having jurisdiction over
     the Company or any of its properties or business or (iv) have any effect on
     any permit,  certification,  registration,  approval,  consent,  license or
     franchise  necessary  for the  Company  to own or  lease  and  operate  its
     properties and to conduct its business.

          (e)   Consents.   No   authorization,    approval,   consent,   order,
     registration,  license  or permit of any  court or  governmental  agency or
     body, other than under the Securities Act, the rules and regulations of the
     SEC promulgated  pursuant  thereto (the  "Regulations"),  and the rules and
     regulations of the state  securities  laws of the states in which offers or
     sales will be made, is required for the valid authorization, issuance, sale
     and delivery of the Securities in accordance  herewith or the  consummation
     by the Company of the transactions contemplated by this Agreement.

          (f) Capitalization.  The Company had at the date or dates indicated in
     the Memorandum a duly  authorized  and  outstanding  capitalization  as set
     forth in the Memorandum. Based on the assumptions stated in the Memorandum,
     the Company  will have on each Closing  Date the  capitalization  set forth
     therein. Except as set forth in the Memorandum, on each Closing Date, there
     will be no options to purchase,  warrants, or other rights to subscribe for
     securities,  or any  securities  or  obligations  convertible  into, or any
     contracts or commitments to issue or sell,  shares of the Company's capital
     stock  or  any  such  warrants,   convertible  securities  or  obligations;
     provided, however, nothing herein shall prohibit the Company from granting


                                       -4-


<PAGE>


     options to employees and consultants of the Company from the date hereof to
     the Closing Date provided  such options are granted in the ordinary  course
     of business and the Placement  Agent is notified prior to the grant of such
     options.  Except  as set forth in the  Memorandum,  no holder of any of the
     Company's securities has any rights, "demand," "piggyback" or otherwise, to
     have such securities registered under the Securities Act.

          (g)  Material  Contracts.   The  descriptions  in  the  Memorandum  of
     contracts  and other  agreements  of the  Company do not include any untrue
     statement of material  fact or omit to state any material  fact required to
     be stated therein or necessary to make the  statements  therein in light of
     the circumstances in which they are made, not misleading and present fairly
     the  information  required  to be  disclosed,  and  there  are no  material
     contracts or other agreements which have not been so described.

          (h) Financial  Statements.  KPMG Peat Marwick LLP (the "Accountants"),
     the  accountants who have audited the financial  statements  attached as an
     exhibit to the  Memorandum,  except as  disclosed  in the  Memorandum,  are
     independent public accountants within the meaning of the Securities Act and
     the  Regulations.  The  financial  statements  and  schedules and the notes
     thereto incorporated by reference in the Memorandum and made a part thereof
     are complete and correctly and fairly present the financial position of the
     Company as of the dates  thereof,  and the results of  operations  and cash
     flows of the Company for the periods indicated  therein,  all in conformity
     with generally accepted accounting principles applied on a consistent basis
     throughout  the  periods   involved  except  as  otherwise  stated  in  the
     Memorandum.

          (i) Taxes. The Company has filed with the appropriate  federal,  state
     and local  governmental  agencies,  and all foreign countries and political
     subdivisions  thereof,  all tax returns,  including  franchise tax returns,
     which are required to be filed or has duly obtained  extensions of time for
     the filing  thereof  and has paid all taxes  shown on such  returns and all
     assessments received by it to the extent that the same have become due; and
     the  provisions  for income taxes  payable,  if any, shown on the financial
     statements  included  as  part of the  Memorandum  are  sufficient  for all
     accrued and unpaid foreign and domestic taxes, whether or not disputed, and
     for all periods to and  including the dates of such  financial  statements.
     Except as disclosed in writing to the Placement  Agent, the Company has not
     executed  or filed with any taxing  authority,  foreign  or  domestic,  any
     agreement  extending the period for  assessment or collection of any income
     taxes and is not a party to any pending action or proceeding by any foreign
     or domestic  governmental agency for assessment or collection of taxes; and
     no claims for assessment or collection of taxes have been asserted  against
     the Company.

          (j)  Authorization of Outstanding  Shares.  The outstanding  shares of
     Common  Stock and  outstanding  options to purchase  shares of Common Stock
     have been duly  authorized and validly issued.  The  outstanding  shares of
     Common Stock are fully paid and non-assessable.  The outstanding options to
     purchase  shares of  Common  Stock,  all as  disclosed  in the  Memorandum,
     constitute the valid and binding obligations of the Company, enforceable in
     accordance with their terms,  except as such  enforceability may be limited
     by   bankruptcy,   insolvency,   reorganization,   moratorium,   fraudulent
     conveyance or other similar statutes, rules,


                                       -5-

<PAGE>


     regulations or other law affecting the  unavailability of, or limitation on
     the  availability of, a particular right or remedy (whether in a proceeding
     in equity or at law) because of an equitable  principle or a requirement as
     to commercial  reasonableness,  conscionability  or good faith. None of the
     outstanding  shares of Common Stock or options to purchase shares of Common
     Stock  has  been  issued  in  violation  of the  preemptive  rights  of any
     stockholder of the Company.  None of the holders of the outstanding  shares
     of Common Stock is subject to personal  liability solely by reason of being
     such a  holder.  The  authorized  shares of  Common  Stock and  outstanding
     options to  purchase  shares of Common  Stock  conform to the  descriptions
     thereof contained in the Memorandum. Except as set forth in the Memorandum,
     on each  Closing  Date,  there will be no  outstanding  options,  warrants,
     debentures  or notes for the  purchase of, or other  outstanding  rights to
     purchase,  Common  Stock  or  securities  convertible  into  Common  Stock;
     provided,  however, nothing herein shall prohibit the Company from granting
     options to employees and consultants of the Company from the date hereof to
     each Closing Date provided such options are granted in the ordinary  course
     of business and the Placement  Agent is notified prior to the grant of such
     options.

          (k)  Authorization.  The issuance and sale of the Units have been duly
     authorized  and,  upon closing of the Private  Offering and delivery to the
     Company of the net  proceeds  therefrom,  the Shares  included in the Units
     will be validly issued, fully paid and non-assessable,  and holders thereof
     will not be subject to  personal  liability  solely by reason of being such
     holders.  Upon proper  exercise of the Warrants and the  Placement  Agent's
     Warrants, the shares of Common Stock issued thereby will be validly issued,
     fully paid and non-assessable.  Except as described in the Memorandum,  the
     Common Stock  issuable  upon  exercise of the  Warrants  and the  Placement
     Agent's Warrants is not and will not be subject to preemptive rights of any
     stockholder  of the Company.  The Shares,  the  Warrants and the  Placement
     Agent's  Warrants  conform to the  descriptions  thereof  contained  in the
     Memorandum.

          (l)  Noncontravention.  The  Company  is not in  violation  of,  or in
     default   under:   (i)  any  term  or  provision  of  its   Certificate  of
     Incorporation  or  Bylaws;  (ii)  any  material  term or  provision  or any
     financial  covenants of any indenture,  mortgage,  contract,  commitment or
     other  agreement or instrument to which it is a party or by which it or its
     property or business is or may be bound or affected,  or (iii) any existing
     applicable  law,  rule,  regulation,  judgment,  order  or  decree  of  any
     governmental agency or court, domestic or foreign, having jurisdiction over
     the Company or any its  properties  or business  except for  violations  or
     defaults which,  individually  or in the aggregate,  do not have a Material
     Adverse Effect.  Except as disclosed in the  Memorandum,  the Company owns,
     possesses or has  obtained  all  governmental  and other  (including  those
     obtainable from third parties) licenses, permits, certifications,  patents,
     registrations,  approvals or consents and other authorizations necessary to
     own or lease,  as the case may be, and to operate its  properties,  whether
     tangible or intangible,  of which the failure to obtain could reasonably be
     expected  to have a Material  Adverse  Effect,  and to  conduct  any of the
     business or operations  of the Company as presently  conducted and all such
     licenses,  permits,  certifications,   patents,  registrations,  approvals,
     consents and other authorizations are outstanding and in good standing, and
     there are no proceedings pending or, to the best


                                       -6-


<PAGE>


     knowledge of the Company, threatened, seeking to cancel, terminate or limit
     such licenses, permits, certifications,  patents, registrations,  approvals
     or consents or other authorizations.

          (m) Litigation.  Except as set forth in the  Memorandum,  there are no
     pending actions, suits,  proceedings,  or arbitrations,  and the Company is
     not  aware  of  any  claims,   investigations  or  inquiries,   before  any
     governmental agency, court or tribunal,  domestic or foreign, or before any
     private   arbitration   tribunal  against  the  Company  or  involving  its
     properties or business that, if determined adversely to the Company,  could
     reasonably,  individually  or in the aggregate,  be expected to result in a
     Material  Adverse Effect or that question the validity of the capital stock
     of the Company or this  Agreement  or of any action taken or to be taken by
     the Company pursuant to, or in connection  with, this Agreement.  There are
     no  outstanding  orders,  judgments  or decrees of any court,  governmental
     agency or other tribunal  naming the Company and enjoining the Company from
     taking,  or  requiring  the Company to take,  any  action,  or to which the
     Company, its properties or businesses are bound or subject.

          (n) Finder's  Fees.  Except for possible  finder's fees payable to TCM
     with respect to investors  introduced  to the  Placement  Agent by TCM, the
     Company has not incurred any liability for any finder's fees or payments in
     connection with the transaction herein contemplated, except as specifically
     provided in this  Agreement.  The Company agrees to indemnify the Placement
     Agent with respect to any claim for a finder's fee based upon any agreement
     by or on behalf of the Company in connection with the Private Offering.

          (o)  Intangibles.  As of the date of this Agreement,  the Company owns
     and has adequate and enforceable rights to use, or has pending applications
     for the  requisite  rights  to use  each of the  patents  described  in the
     Memorandum  as being owned by the Company (the  "Patents")  and,  except as
     disclosed  in the  Memorandum,  the  Company  owns  and  has  adequate  and
     enforceable  rights to use, or has pending  applications  for the requisite
     licenses or other  rights to use all  trademarks,  service  marks,  service
     names,  trade  names,   inventions,   product  processes  and  formulations
     (collectively with the Patents,  "Intangibles")  utilized in the conduct of
     its business as now conducted or proposed to be conducted  without,  to the
     Company's  knowledge,  infringing upon or otherwise acting adversely to the
     right or claimed right of any person,  corporation or other entity under or
     with respect to any of the foregoing.  The Company,  except as disclosed in
     the Memorandum,  is not obligated or under any liability whatsoever to make
     any  payments  by way of  royalties,  fees or  otherwise  to any  owner  or
     licensee of, or other  claimant to, any patent,  trademark,  service  mark,
     trade name, or other intangible  asset,  with respect to the use thereof or
     in connection  with the conduct of its business or  otherwise.  The Company
     has not received any notice of conflict with the asserted  rights of others
     with respect to the Intangibles  which,  singly or in the aggregate,  could
     reasonable  be expected to have a Material  Adverse  Effect and,  except as
     disclosed in the Memorandum,  the Company is not aware of any licenses with
     respect  to the  Intangibles  which  are  required  to be  obtained  by the
     Company,  and the  Company  knows  of no basis  therefor;  and,  except  as
     disclosed in the Memorandum,  to the Company's knowledge,  no other persons
     or entities have infringed upon or are infringing  upon the  Intangibles of
     the Company.


                                       -7-


<PAGE>


          (p)  No  Adverse  Change.  Since  the  respective  dates  as of  which
     information is given in the Memorandum and the Company's  latest  financial
     statements,  except as  disclosed  in the  Memorandum,  the Company has not
     incurred any material  liability or obligation,  direct or  contingent,  or
     entered  into any  material  transaction,  whether  or not in the  ordinary
     course of business, and has not sustained any material loss or interference
     with its business from fire,  storm,  explosion,  flood or other  casualty,
     whether or not covered by insurance,  or from any labor dispute or court or
     governmental action, order or decree; prior to each Closing Date there will
     not be, any changes in the capital  stock or any material  increases in the
     long-term  debt of the  Company  or any  materially  adverse  change  in or
     affecting   the   general   affairs,   management,   financial   condition,
     stockholders'  equity,  results of  operations or prospects of the Company,
     other  than in the  ordinary  course  of  business  or as set  forth in the
     Memorandum.

          (q) Title to Properties.  The Company has good and marketable title in
     fee simple to all real  property  and good title to all  personal  property
     (tangible  and  intangible)  owned by it,  free and  clear of all  security
     interests,  charges,  mortgages, liens, encumbrances and defects, except as
     are described in the Memorandum. The leases, licenses or other contracts or
     instruments under which the Company leases, holds or is entitled to use any
     property, real or personal, are valid,  subsisting and enforceable,  except
     as such enforceability may be limited by applicable bankruptcy, insolvency,
     moratorium  or other  similar  laws or  arrangements  affecting  creditors'
     rights  generally  and subject to  principles  of equity and public  policy
     considerations.   All  rentals,   royalties  or  other  payments   accruing
     thereunder  that became due prior to the date of this  Agreement  have been
     duly paid (unless disputed in good faith),  and neither the Company nor any
     other party is in default thereunder,  and no event has occurred that, with
     the passage of time or the giving of notice,  or both,  would  constitute a
     default thereunder.  The Company is not in violation of any applicable law,
     ordinance, regulation, order or requirement relating to its owned or leased
     properties except for violations  which,  individually or in the aggregate,
     could not reasonably be expected to have a Material Adverse Effect, and has
     not received any notice of an alleged violation. The Company has adequately
     insured its properties against loss or damage by fire or other casualty and
     maintains,  in  adequate  amounts,  such  other  insurance  as  is  usually
     maintained by companies engaged in the same or similar  businesses  located
     in its geographical area.

          (r)   Enforceability   of  Contracts.   Except  as  described  in  the
     Memorandum, the Company has in all material respects performed all material
     obligations  required  to be  performed  by it to date  under all  material
     contracts to which it is party,  is not in default in any material  respect
     under any such contract and has received no notice of any dispute,  default
     or alleged default  thereunder which has not heretofore been cured or which
     notice has not heretofore been withdrawn.  The Company does not know of any
     material  default  under any such contract by any other party thereto or by
     any other person,  firm or corporation bound thereunder.  Management of the
     Company is not aware and the  Company has not  received  notice that any of
     the  material  provisions  of such  contracts or  instruments  violates any
     existing applicable law, rule, regulation, judgment, order or decree of any
     governmental agency or court having jurisdiction over the Company or any of
     its assets or businesses except for violations


                                       -8-


<PAGE>


     which,  individually or in the aggregate,  could not reasonably be expected
     to have a Material Adverse Effect.

          (s) Employee Benefit Plans. Except as set forth in the Memorandum, the
     Company has no  employee  benefit  plans  (including,  without  limitation,
     profit  sharing  and  welfare  benefit  plans)  or  deferred   compensation
     arrangements that are subject to the provisions of the Employee  Retirement
     Income Security Act of 1974, as amended ("ERISA").

          (t) Labor Relations. No labor problem exists with any of the Company's
     employees  or is  imminent  that could  reasonably  be  expected  to have a
     Material Adverse Effect.

          (u) Foreign  Corrupt  Practices Act. The Company has not,  directly or
     indirectly,  at any time (i) made any  contributions  to any  candidate for
     political  office in violation of law or failed to disclose  fully any such
     contribution,  or (ii) made any  payment to any  state,  federal or foreign
     governmental  officer or  official,  or other  person  charged with similar
     public  or  quasi-public  duties,  other  than  payments  or  contributions
     required or allowed by applicable  law. The Company's  internal  accounting
     controls and  procedures  are  sufficient to cause the Company to comply in
     all material  respects with the Foreign  Corrupt  Practices Act of 1977, as
     amended.

          (v) Criminal  History or Bankruptcy.  The Company  represents  that no
     director or executive  officer of the Company has been convicted within the
     last 5 years of any felony,  experienced a personal bankruptcy,  or been an
     officer or  director  of any company  that  during  their  tenure with such
     company  experienced  any  bankruptcy,  or had any  trustee,  receiver,  or
     conservator appointed with respect to its business or assets.

          (w) Exchange Act Compliance. On the date of the Memorandum and on each
     Closing Date,  the Company shall be in compliance in all material  respects
     with the Exchange Act and the rules and  regulations of the SEC thereunder.
     All reports  included as Exhibits to the Memorandum and filed with the SEC,
     when they were filed (or, if any amendment  with respect to any such report
     was filed,  when such  amendment  was  filed),  conformed  in all  material
     respects  with the  requirements  of the  Exchange  Act and the  rules  and
     regulations of the SEC thereunder;  no such report,  when it was filed (or,
     if an  amendment  with  respect to any such  report  was  filed,  when such
     amendment  was filed),  contained  or contains  any untrue  statement  of a
     material  fact or omitted or omits to state a material  fact required to be
     stated therein or necessary to make the statements  therein not misleading;
     and there are no facts or  circumstances  existing  that would  require the
     filing of an amendment to any such previously filed report or amendment.

     6. Covenants of the Company.

          (a) Memorandum.  The Company will furnish the Placement Agent,  during
     the  Private  Offering,  with as many  copies  of the  Memorandum  (and any
     amendments or  supplements  thereto) as the Placement  Agent may reasonably
     request. If, during the Private


                                       -9-


<PAGE>


     Offering,  any event  occurs as a result of which the  Memorandum,  as then
     amended or  supplemented,  would include an untrue  statement of a material
     fact or omit to  state a  material  fact  necessary  in  order  to make the
     statements made in light of the  circumstances  in which they were made not
     misleading,  or if it otherwise  shall be necessary to amend or  supplement
     the  Memorandum to comply with  applicable  law, the Company will forthwith
     notify the Placement  Agent thereof,  and furnish to the Placement Agent in
     such quantities as may be reasonably requested,  an amendment or supplement
     to the Memorandum,  or an amended or supplemented Memorandum which corrects
     such  statements  or  omissions  or causes the  Memorandum  to comply  with
     applicable law.

          (b) State Securities Registration. The Company will take all necessary
     action and file all  necessary  forms and  documents in order to qualify or
     register  the Units for sale  under the  securities  laws of the  states in
     which offers or sales will be made,  such states to be mutually agreed upon
     between the Company and the Placement Agent (the "Agreed-Upon  States"), or
     to take any  necessary  action  and  file any  necessary  forms  which  are
     required to obtain an exemption from such  qualification or registration in
     such  jurisdictions;  it being  understood  that the  Company's  obligation
     herein is subject to the Placement Agent not soliciting investors in states
     other than the Agreed-Upon  States and advising the Company and its counsel
     promptly  of the  states  in  which  Subscribers  who  submit  Subscription
     Documents to the Placement  Agent reside.  The Company will promptly advise
     the Placement Agent:

               (i) if any securities regulator of any state shall make a request
          or suggestion of or to the Company of any amendment to the  Memorandum
          or any  registration  materials  or for  any  additional  information,
          including the nature and substance thereof; and

               (ii) of the issuance of a stop order suspending the qualification
          of the Securities  for sale in any state,  including the initiation or
          threatening of any  proceeding for such purpose,  and the Company will
          use its reasonable best efforts to prevent the issuance of such a stop
          order,  or if such an order shall be issued,  to obtain the withdrawal
          thereof at the earliest reasonably practicable date.

          The  Company  will  provide  the  Placement  Agent with  copies of any
     additional  information,  documents  and  instruments  which the  Placement
     Agent's  counsel shall  determine to be necessary to comply with the rules,
     regulations and judicial and administrative interpretations in those states
     and  jurisdictions  where the Units are to be offered  for sale or sold for
     delivery  to all  offerees  and  purchasers.  The  Company  will  file  all
     post-offering  forms,  documents  or materials  and take all other  actions
     required  by  states in which the Units  have  been  offered  or sold.  The
     Placement  Agent  will  not  make  offers  or  sales  of the  Units  in any
     jurisdiction  in which the Units have not been qualified or registered,  or
     are not exempt from such qualification or registration.

          (c) Use of Proceeds.  The Company  intends to apply net proceeds  from
     this Private Offering in the manner set forth in the Memorandum.


                                      -10-


<PAGE>


          (d) Reg D Compliance. The Company will use its reasonable best efforts
     to determine  whether a Subscriber  is an  "Accredited  Investor",  and the
     Company will comply in all respects with the terms and  conditions of Reg D
     and applicable  state  securities laws with respect to the offering and the
     sale of the Units to qualified investors.

          (e) Listing on Nasdaq.  The Company's Common Stock is currently traded
     on the Nasdaq  SmallCap  Market under the symbol "ACEL." Prior to the first
     Closing,  the Company shall file an additional listing  application for the
     Shares with the Nasdaq Stock Market, Inc.

          (f) Repayment of Indebtedness.  Prior to the Closing Date, the Company
     shall  not  repay  (or  agree  to  repay)  any  indebtedness  to any of its
     stockholders (or incur any indebtedness to any of its  stockholders)  other
     than salaries or other compensation paid in the ordinary course of business
     or repayments of indebtedness  consistent  with past practices,  unless the
     terms thereof are approved in advance by the Placement Agent.

          (g)  Reservation  of Shares.  The Company  will  reserve for  issuance
     sufficient shares of Common Stock for issuance in connection with the Units
     and the exercise of the Warrants and the Placement Agent Warrants.

          (h) Engagement of the Placement Agent as Warrant  Solicitation  Agent.
     The Company  hereby  appoints the Placement  Agent as warrant  solicitation
     agent  for a period  of three  years  after  the  Effective  Date,  and the
     Placement Agent shall be entitled to receive a 4%  solicitation  conversion
     fee upon exercise of the Warrants  (excluding the Placement  Agent Warrants
     or the Warrants issuable on exercise thereof),  pursuant to the NASD Notice
     to Members 81-38.

     7.  Representations,  Warranties and Covenants of the Placement  Agent. The
Placement Agent represents, warrants and covenants to the Company that:

          (a) Duly Registered. The Placement Agent is duly registered,  pursuant
     to the  applicable  provisions of the Exchange  Act, as a dealer,  and is a
     member in good standing of the National  Association of Securities Dealers,
     Inc. ("NASD"),  and is duly registered as a broker-dealer in such states as
     the  Placement  Agent is required to be registered in order to complete the
     Private Offering contemplated by this Agreement and the Memorandum.

          (b) No General  Solicitation or  Advertising.  The Placement Agent has
     not and will not offer or sell the Units by means of  general  solicitation
     or general advertising.

          (c) Furnish  Memoranda.  A reasonable  time prior to the Closing Date,
     the Placement Agent will furnish to each offeree of the Units a copy of the
     Memorandum, including each supplement, attachment or amendment thereto, and
     the Subscription Documents.  Notwithstanding the foregoing, the delivery of
     the  Memorandum  shall  not  constitute  an offer to sell the  Units to any
     person. Such sale may be made only upon acceptance by the Company of


                                      -11-


<PAGE>


     a  Subscriber's  subscription,  after a  determination  that the Subscriber
     satisfies all of the applicable requirements.

          (d) Reg D  Compliance.  The  Placement  Agent will use its  reasonable
     efforts to determine  whether a Subscriber is an Accredited  Investor.  The
     Placement  Agent is not  disqualified  from  participation  in the  Private
     Offering by reason of Rules 262(b) and (c) of Regulation A and Reg D or any
     other  applicable  law, order or regulation.  The Placement  Agent will not
     conduct the Private Offering  contrary to any of the provisions of Reg D or
     corresponding state statutes or regulations.

          (e) Blue Sky Compliance.  The Placement Agent will solicit  purchasers
     of the Units only in those  jurisdictions where such solicitation could and
     can be made in and in which it is so  qualified to act and will conduct the
     Private  Offering  in  such  jurisdictions  in  full  compliance  with  all
     applicable state statutes and regulations.

          (f) Authorization.  This Agreement has been duly authorized,  executed
     and delivered by the  Placement  Agent,  constitutes  the valid and binding
     obligation of the Placement Agent and is enforceable  against the Placement
     Agent in accordance with its terms, subject, as to enforcement of remedies,
     to applicable bankruptcy, insolvency, reorganization,  moratorium and other
     laws  affecting  the rights of creditors  generally  and the  discretion of
     courts in granting equitable remedies and except that enforceability of the
     indemnification provisions and the contribution provisions set forth herein
     may be  limited  by  federal  or state  securities  laws or  public  policy
     underlying such laws.

          (g) Litigation.  There are no pending actions, suits, proceedings,  or
     arbitrations,  and  the  Placement  Agent  is  not  aware  of  any  claims,
     investigations  or  inquiries,  before any  governmental  agency,  court or
     tribunal,  domestic or foreign, or before any private arbitration tribunal,
     against or involving the Placement  Agent or its business that question the
     validity  of this  Agreement  or of any action  taken or to be taken by the
     Placement Agent pursuant to or in connection with this Agreement.

          (h) Finder's Fees. The Placement  Agent has not incurred any liability
     for any finder's fees or payments in connection with the transaction herein
     contemplated,  except  as  specifically  provided  in this  Agreement.  The
     Placement  Agent agrees to indemnify  the Company with respect to any claim
     for a  finder's  fee,  based  upon any  agreement  by or on  behalf  of the
     Placement Agent, in connection with the Private Offering.

          (i) Subscription Documents.  Promptly,  after its receipt of same, the
     Placement  Agent will  furnish to the  Company  copies of all  Subscription
     Documents  completed  by the  Subscribers  as well as copies of any and all
     correspondence between the Placement Agent and the Subscribers.


                                      -12-


<PAGE>


     8. Conditions to Obligations.

          (a) Conditions to Placement  Agent's  Obligations.  The obligations of
     the  Placement  Agent  hereunder  will be  subject to the  accuracy  of the
     representations  and warranties of the Company  herein  contained as of the
     date hereof and as of each Closing Date, to the  performance by the Company
     of its obligations hereunder and to the following additional conditions:

               (i) Due  Qualification  or  Exemption.  (A) The Private  Offering
          contemplated by this Agreement will become qualified or be exempt from
          qualification under the securities laws of the several states pursuant
          to Section  6(b) above not later than each  Closing  Date,  and (B) at
          each  Closing  Date,  no stop order  suspending  the sale of the Units
          shall have been issued,  and no proceeding for that purpose shall have
          been initiated or threatened;

               (ii) No Material Misstatements;  Satisfactory Memorandum. (A) The
          Placement  Agent will not have  notified the Company that any Blue Sky
          Application  (as  hereinafter  defined)  or  the  Memorandum,  or  any
          amendment,  attachment  or  supplement  thereto,  contains  an  untrue
          statement  of a fact  which in its  opinion is  material,  or omits to
          state a fact,  which in its opinion is material  and is required to be
          stated  therein,  or is necessary to make the  statements  therein not
          misleading, and (B) the Memorandum shall be reasonably satisfactory in
          form  and in  substance  to the  Placement  Agent  and its  legal  and
          accounting advisors;

               (iii) Compliance with Agreements.  The Company will have complied
          with all  agreements  and satisfied  all  conditions on its part to be
          performed or satisfied in all material respects  hereunder at or prior
          to each Closing Date;

               (iv) Corporate Action.  The Company will have taken all necessary
          corporate  action,  including,   without  limitation,   obtaining  the
          approval of the  Company's  board of directors  for the  execution and
          delivery of this Agreement,  the issuance of the Shares,  the Warrants
          and the Placement  Agent's Warrants and the performance by the Company
          of its obligations  hereunder and thereunder,  if applicable,  and the
          consummation of the Private Offering;

               (v) Opinion of Counsel.  On the Closing Date, the Placement Agent
          will have received from the Company's counsel,  Dorsey & Whitney,  LLP
          ("Company Counsel") and the Company's  intellectual  property counsel,
          Mark H. Jay,  P.A. (the  "Intellectual  Property  Counsel"),  a signed
          opinion reasonably  satisfactory to Placement Agent's counsel, in form
          and substance  reasonably  satisfactory to the Placement Agent and its
          counsel.


                                      -13-


<PAGE>


               (vi)  Representations  and Warranties.  The  representations  and
          warranties of the Company,  set forth in Section 5 hereof, will be, as
          of the Closing Date, accurate in all material respects.

               (vii)  Certificate  of Chief  Executive  Officer.  On the Closing
          Date,  the  Company  will have  delivered a  certificate  of its Chief
          Executive  Officer  confirming the  satisfaction of the conditions set
          forth in this Section 8(a).

               (viii) Delivery of Share  Certificates.  On the Closing Date, the
          Company  will  have  delivered  to the  Placement  Agent  certificates
          evidencing the Shares against payment of good funds for such Shares.

               (ix) Delivery of Warrant  Certificates.  On the Closing Date, the
          Company will have delivered to Placement Agent certificates evidencing
          the Warrants and the Placement Agent Warrants  against payment of good
          funds for the Warrants and the Placement Agent Warrants.

          (b) Conditions to the Company's  Obligations.  The  obligations of the
     Company  hereunder  will be subject to the accuracy of the  representations
     and  warranties and  compliance  with the covenants of the Placement  Agent
     contained  herein as of the date hereof and as of each Closing Date, to the
     performance by the Placement Agent of its obligations  hereunder and to the
     following additional conditions:

               (i)  Absence of  Events.  At each  Closing  Date no stop order or
          other  judicial or  administrative  action  suspending the sale of the
          Units will have been issued,  and no proceeding  for that purpose will
          have been initiated or threatened.

               (ii)  No  Material  Misstatements.  The  Company  will  not  have
          notified  the  Placement  Agent  that  the Blue  Sky  Application  (as
          hereinafter defined) or the Memorandum,  or any amendment,  attachment
          or supplement  thereto,  contains an untrue statement of a fact, which
          in its  opinion is  material,  or omits to state a fact,  which in its
          opinion  is  material  and is  required  to be  stated  therein  or is
          necessary to make the statements therein not misleading,  in each case
          only with respect to  information  contained  therein  concerning  the
          Placement Agent or subscribers for the Units.

               (iii) Compliance with  Agreements.  The Placement Agent will have
          complied with all  agreements and satisfied all conditions on its part
          to be performed or satisfied  hereunder in all material respects at or
          prior to the Closing Date.

               (iv) Corporate  Action.  The Placement  Agent will have taken all
          necessary corporate action, including,  without limitation,  obtaining
          the  approval of the  Placement  Agent's  board of  directors  for the
          execution and delivery of this


                                      -14-


<PAGE>


          Agreement  and  the   performance  by  the  Placement   Agent  of  its
          obligations hereunder and the consummation of the Private Offering.

               (v)  Registration.  The Placement  Agent will continue to be duly
          registered  as a  member  in  good  standing  of  the  NASD  and  as a
          broker-dealer in states required for the Private Offering.

               (vi)  Representations  and Warranties.  The  representations  and
          warranties  of the  Placement  Agent will be, as of each Closing Date,
          accurate in all material respects.

               (vii) Certificate.  On the Closing Date, the Placement Agent will
          have  delivered  a  certificate  of its  President  or Vice  President
          confirming  the  satisfaction  of the  conditions  set  forth  in this
          Section 8(b).

     9. Expenses of Sale. In addition to the fees payable to the Placement Agent
pursuant to Section 4 herein,  the Company will pay all of its expenses incident
to the  proposed  sale and  delivery  of the Units,  whether or not the  Private
Offering  is  consummated,   including,   without  limitation,   (a)  the  fees,
disbursements  and  expenses of its counsel  and  accountants,  (b) all fees and
expenses  of  registering  or  qualifying  the  Units  for offer and sale in the
applicable states, or obtaining exemptions therefrom, and (c) all other expenses
relating to the offering of the Units.  The Placement Agent shall be responsible
for the fees,  disbursements and expenses of its counsel. The Memorandum and the
exhibits thereto shall be reviewed by Company Counsel,  whose costs and expenses
shall be paid for by the Company at the time such services are rendered.

     If the Private  Offering is not completed  because (i) of any reason solely
within  the  control  of  the  Company,  its  management,  or  its  stockholders
including,  without limitation, the inability or unwillingness of the Company to
keep  its  SEC  filings  current  under  the  Exchange  Act,  (ii)  the  Company
unilaterally  terminates the Private  Offering or withdraws the Private Offering
from the Placement Agent for any reason,  other than unreasonable  delays by the
Placement Agent, or (iii) of any material discrepancy in any representation made
by the Company to the Placement  Agent or the failure of the Company to meet any
of its  material  obligations  under this  Agreement,  then the Company  will be
obligated to reimburse the Placement Agent as to its  out-of-pocket  expenses of
up to $25,000 for its  reasonable  costs,  expenses  and legal fees  incurred in
connection  with the Private  Offering,  of which amount may be increased at the
request of the Placement Agent and with the approval of the Company.

     10. Indemnification and Contribution.

          (a)  Indemnification  by the Company.  The Company agrees to indemnify
     and hold harmless the Placement Agent and each person, if any, who controls
     the  Placement  Agent  within  the  meaning  of the  Securities  Act or the
     Exchange Act against any losses, claims,  damages or liabilities,  joint or
     several, to which the Placement Agent or such controlling person


                                      -15-


<PAGE>


     may become  subject,  under the Securities Act or otherwise,  to the extent
     and only to the extent such  losses,  claims,  damages or  liabilities  (or
     actions in respect  thereof)  arise out of or are based upon (i) any untrue
     statement or alleged  untrue  statement of a material fact contained (A) in
     the Memorandum, or (B) in any Blue Sky Application (as hereinafter defined)
     or other document executed by the Company  specifically for that purpose or
     based upon false or misleading written information furnished by the Company
     and filed in any state or other jurisdiction in order to qualify any or all
     of the Shares under the  securities  laws  thereof  (any such  application,
     document or information being hereinafter called a "Blue Sky Application"),
     (ii) the omission or alleged  omission to state in the Memorandum or in any
     Blue Sky  Application  a material  fact  required  to be stated  therein or
     necessary  to make the  statements  therein  not  misleading,  or (iii) any
     untrue  statement or alleged untrue  statement of a material fact contained
     in the  Memorandum  or the omission or alleged  omission to state therein a
     material fact  required to be stated  therein or necessary in order to make
     the statements  therein, in the light of the circumstances under which they
     were made, not misleading;  and will reimburse the Placement Agent and each
     such controlling person for any legal or other expenses reasonably incurred
     by the  Placement  Agent or such  controlling  person  in  connection  with
     investigating  or  defending  any such loss,  claim,  damage,  liability or
     action; provided,  however, that the Company will not be liable in any such
     case to the extent that any such loss,  claim,  damage or liability  arises
     out of or is based upon an untrue  statement or alleged untrue statement or
     omission or alleged  omission made in reliance upon and in conformity  with
     written  information  furnished  to the Company by the  Placement  Agent or
     counsel for the Placement Agent  specifically for use in the preparation of
     the Memorandum or any such Blue Sky Application.

          (b) Indemnification by the Placement Agent. The Placement Agent agrees
     to indemnify and hold harmless the Company,  its directors and officers and
     each person,  if any,  who  controls the Company  within the meaning of the
     Securities Act and the Exchange Act against any losses,  claims, damages or
     liabilities,  joint or several,  to which the  Company or such  controlling
     person may become  subject,  under the  Securities  Act or otherwise to the
     extent such losses,  claims,  damages or liabilities (or actions in respect
     thereof) arise out of or are based upon (i) any untrue statement or alleged
     untrue statement of a material fact contained (A) in the Memorandum, or (B)
     in any Blue Sky Application, (ii) the omission or alleged omission to state
     in the  Memorandum or in any Blue Sky  Application a material fact required
     to be stated  therein  or  necessary  to make the  statements  therein  not
     misleading,  or (iii) any untrue statement or alleged untrue statement of a
     material  fact  contained  in the  Memorandum,  or the  omission or alleged
     omission to state therein a material fact required to be stated  therein or
     necessary  in order to make the  statements  therein,  in the  light of the
     circumstances  under  which  they  were  made,  not  misleading;  and  will
     reimburse the Company and each director, officer and controlling person for
     any legal or other  expenses  reasonably  incurred  by the  Company or such
     director, officer or controlling person in connection with investigating or
     defending  any such loss,  claim,  damage,  liability or action;  provided,
     however,  that the  Placement  Agent will not be liable in any such case to
     the extent that any such loss, claim,  damage or liability arises out of or
     is based upon an untrue  statement or alleged untrue  statement or omission
     or  alleged  omission  was made in  reliance  upon and in  conformity  with
     written information furnished to the Company by the


                                      -16-


<PAGE>


     Placement Agent or counsel for the Placement Agent  specifically for use in
     the preparation of the Memorandum or any such Blue Sky Application.

          (c) Procedure. Within five (5) business days (unless shorter period is
     required)  of  receipt by an  indemnified  party  under this  Section 10 of
     notice of the commencement of any action, such indemnified party will, if a
     claim in respect thereof is to be made against any indemnifying party under
     this  Section  10,  notify  in  writing  the  indemnifying   party  of  the
     commencement  thereof; and the omission so to notify the indemnifying party
     will  relieve  it  from  any  liability  under  this  Section  10 as to the
     particular  item for which  indemnification  is then being sought,  but not
     from any other  liability  which it may have to any  indemnified  party. In
     case any such  action is brought  against  any  indemnified  party,  and it
     notifies  an  indemnifying   party  of  the   commencement   thereof,   the
     indemnifying  party will be entitled  to  participate  therein,  and to the
     extent  that it may  wish,  jointly  with  any  other  indemnifying  party,
     similarly notified,  to assume the defense thereof,  with counsel who shall
     be to the reasonable  satisfaction  of such  indemnified  party,  and after
     notice  from  the  indemnifying  party  to such  indemnified  party  of its
     election so to assume the defense thereof,  the indemnifying party will not
     be liable to such indemnified  party under this Section 10 for any legal or
     other  expenses   subsequently   incurred  by  such  indemnified  party  in
     connection  with  the  defense  thereof  other  than  reasonable  costs  of
     investigation.  Any such indemnifying party shall not be liable to any such
     indemnified  party on  account  of any  settlement  of any  claim or action
     effected without the consent of such indemnifying party.

          (d) Contribution.  If the indemnification provided for in this Section
     10 is  unavailable  to any  indemnified  party with  respect to any losses,
     claims,  damages,  liabilities  or expenses  referred to therein,  then the
     indemnifying  party, in lieu of indemnifying  such indemnified  party, will
     contribute to the amount paid or payable by such  indemnified  party,  as a
     result of such losses, claims, damages, liabilities or expenses (i) in such
     proportion as is appropriate to reflect the relative  benefits  received by
     the  Company on the one hand,  and the  Placement  Agent on the other hand,
     from the  offering of the  Shares,  or (ii) if the  allocation  provided by
     clause (i) above is not permitted by applicable  law, in such proportion as
     is  appropriate  to reflect not only the relative  benefits  referred to in
     clause  (i) above but also the  relative  fault of the  Company  on the one
     hand, and of the Placement  Agent on the other hand, in connection with the
     statements or omissions  which  resulted in such losses,  claims,  damages,
     liabilities   or  expenses  as  well  as  any  other   relevant   equitable
     considerations.  The relative  benefits  received by the Company on the one
     hand, and the Placement  Agent on the other hand,  shall be deemed to be in
     the same proportion as the total proceeds from the Private Offering (net of
     sales  commissions  and  non-accountable  expense  allowance,   but  before
     deducting expenses) received by the Company relative to the commissions and
     non-accountable  expense  allowance  received by the Placement  Agent.  The
     relative fault of the Company on the one hand,  and the Placement  Agent on
     the other hand,  will be determined  with reference to, among other things,
     whether the untrue or alleged  untrue  statement of a material  fact or the
     omission to state a material  fact relates to  information  supplied by the
     Company or the Placement Agent, and its relative intent, knowledge,  access
     to  information  and  opportunity  to correct or prevent such  statement or
     omission. The amount payable by a party as a result of the losses, claims,


                                      -17-


<PAGE>


     damages,  liabilities  or  expenses  referred  to above  will be  deemed to
     include,  subject to the limitations set forth in Section 10(e) below,  any
     legal  or other  fees or  expenses  reasonably  incurred  by such  party in
     connection with investigating or defending any action or claim.

          (e)  Equitable  Considerations.  The Company and the  Placement  Agent
     agree that it would not be just and equitable if  contribution  pursuant to
     this  Section 10 were  determined  by pro rata  allocation  or by any other
     method  of  allocation  which  does not take  into  account  the  equitable
     considerations  referred  to in the  immediately  preceding  paragraph.  No
     person  committing  fraudulent  misrepresentation  (within  the  meaning of
     Section 11(f) of the Securities  Act) shall be entitled to  contribution or
     indemnification   from  any   person   not   committing   such   fraudulent
     misrepresentation.

     11.    Representations   and   Agreements   to   Survive   Delivery.    All
representations,  warranties  and agreements of the Company and of the Placement
Agent  herein will survive the  delivery  and  execution  hereof and the closing
hereunder,  and shall remain operative and in full force and effect for a period
of two years from the Closing Date regardless of any investigation made by or on
behalf of the  Placement  Agent or any person who controls the  Placement  Agent
within the  meaning of the  Securities  Act, or by the Company or any person who
controls the Company within the meaning of the Securities  Act, and will survive
delivery of the securities constituting the Shares hereunder and any termination
of this Agreement.  Notwithstanding  anything  contained herein to the contrary,
the Placement  Agent will promptly notify the Company if it becomes aware of any
facts that could be deemed to be a breach of any  representation  or warranty of
the Company.

     12. Termination.

          (a) In  addition  to the  Company's  right to  terminate  the  Private
     Offering  pursuant to Section 2 hereof,  either the Placement  Agent or the
     Company will have the right to terminate  this  Agreement by giving written
     notice as herein specified, at any time, at or prior to each Closing Date:

               (i) If the other shall have failed,  refused,  or been unable, at
          or  prior to the  Offering  Expiration  Date,  to  perform  any of its
          respective obligations hereunder; or

               (ii) If there  has  occurred  an event  materially  or  adversely
          affecting the value of the Shares.

          (b) If the  Placement  Agent or the Company  elects to terminate  this
     Agreement  pursuant  to  Subsections  (i) or (ii)  hereof,  notice  will be
     provided to the non-terminating party promptly by telephone,  telecopier or
     telegram,  and such  notification  will be confirmed  by written  notice as
     provided for in Section 13 below.

     13.  Notices.  Any  notice  hereunder  shall  be in  writing  and  shall be
effective when  delivered,  or mailed by certified or registered  mail,  postage
prepaid, return receipt requested,


                                      -18-


<PAGE>


to the  appropriate  party or parties,  at the  following  addresses:  if to the
Placement Agent, to Harris, Webb & Garrison,  Inc., 5599 San Felipe,  Suite 301,
Houston,  Texas  77056,  Attention:  Jerald S.  Cobbs;  with a copy to Broad and
Cassel,  Miami Center, 201 South Biscayne Boulevard,  Suite 3000, Miami, Florida
33131,  Attention:   Dale  S.  Bergman,  Esq.;  if  to  the  Company,   Alfacell
Corporation,  225 Belleville Avenue,  Bloomfield,  New Jersey 07003,  Attention:
Gail E. Fraser,  Vice President,  Finance,  and Chief Financial Officer;  with a
copy to  Dorsey & Whitney  LLP,  250 Park  Avenue,  New  York,  New York  10177,
Attention:  Kevin T. Collins,  Esq.,  or, in each case, to such other address as
the parties may hereinafter designate by like notice.

     14.  Parties.  This  Agreement  will inure to the benefit of and be binding
upon the  Placement  Agent,  the Company  and their  respective  successors  and
assigns.  This  Agreement  is intended to be, and is for the sole and  exclusive
benefit of the parties  hereto and the persons  described in Sections  10(a) and
10(b) hereof, and their respective  successors and assigns,  and for the benefit
of no other person,  and no other person will have any legal or equitable right,
remedy or claim under,  or in respect of this  Agreement and the parties  hereto
may not assign their rights or obligations hereunder. No purchaser of any of the
Shares  will be  construed  as  successor  or  assign  merely  by reason of such
purchase.

     15. Amendment and/or Modification.  Neither this Agreement, nor any term or
provision  hereof,  may be changed,  waived,  discharged,  amended,  modified or
terminated  orally,  or in any  manner  other than by an  instrument  in writing
signed by each of the parties hereto.

     16. Further  Assurances.  Each party to this Agreement will perform any and
all acts and execute any and all  documents as may be necessary and proper under
the  circumstances  in order to  accomplish  the  intents  and  purposes of this
Agreement and to carry out its provisions.

     17.  Validity.  In case any term of this  Agreement  will be held  invalid,
illegal or unenforceable,  in whole or in part, the validity of any of the other
terms of this Agreement will not in any way be affected thereby.

     18.  Non-Waiver.  The  failure of any party  hereto to insist  upon  strict
performance  of any of the  covenants and  agreements  herein  contained,  or to
exercise any option or right herein conferred in any one or more instances, will
not be construed to be a waiver or  relinquishment  of any such option or right,
or of any other covenants or agreements, and the same will be and remain in full
force and effect.

     19. Entire  Agreement.  This  Agreement  contains the entire  agreement and
understanding  of the parties with respect to the entire  subject matter hereof,
and there are no representations,  inducements,  promises or agreements, oral or
otherwise,  not embodied herein,  except,  however,  with respect to the section
entitled "Confidential  Information" contained in that certain engagement letter
between the Company  and the  Placement  Agent  dated  October 24,  1997,  shall
survive  the  execution  of this  Agreement  and shall  remain in full force and
effect.   Any  and  all  prior   discussions,   negotiations,   commitments  and
understanding relating thereto are


                                      -19-


<PAGE>


superseded hereby, including, without limitation, that certain engagement letter
dated October 24, 1997,  between the Company and the Placement Agent.  There are
no conditions  precedent to the  effectiveness  of this Agreement  other than as
stated herein, and there are no related collateral  agreements  existing between
the parties that are not referred to herein.

     20.  Counterparts.  This Agreement may be executed in counterparts and each
of such counterparts will for all purposes be deemed to be an original, and such
counterparts will together constitute one and the same instrument.

     21. Law. This  Agreement  will be deemed to have been made and delivered in
Houston,   Texas,   and  will  be  governed  as  to  validity,   interpretation,
construction, effect and in all other respects by the internal laws of the State
of Texas, without application of the principles of conflicts of law.

     If the foregoing correctly sets forth our understanding, please so indicate
in the space  provided  below  for that  purpose,  whereupon  this  letter  will
constitute a binding agreement between us.

                                               ALFACELL CORPORATION, a Delaware
                                               corporation



                                               By: /s/  KUSLIMA SHOGEN
                                                  ---------------------------
                                               Name:  Kuslima Shogen
                                               Title: Chairman/
                                                      Chief Executive Officer


     CONFIRMED  and  ACCEPTED  as of  this  15th  day of  December,  1997 by the
undersigned authorized representative.

                                               HARRIS, WEBB & GARRISON, INC., a
                                               Texas corporation



                                               By: /s/  JERALD S. COBBS
                                                  ---------------------------
                                               Name:  Jerald S. Cobbs
                                               Title: Managing Director

                                      -20-

<PAGE>

                                    EXHIBIT A

                                 (No Commission)


Paul L. Trump Trust
U/A/Ltd 10/10/80, Revised and
Amended 1/9/96
801 Maplewood Court
Kingswood, MI  49802


Martin Stadler
18 Dey Hill Trail
Totowa, NJ  07512


James McCash
N3820 S. Grand Oak Drive
Iron Mountain, MI 49801


                                       A-1