Exhibit 10.20

                     PLACEMENT AGENT'S UNIT PURCHASE WARRANT


     WARRANT TO PURCHASE  _____________  UNITS EACH  CONSISTING OF TWO SHARES OF
COMMON STOCK AND ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK AT AN INITIAL
EXERCISE  PRICE OF $2.50 PER SHARE  VOID AFTER 5:00 p.m.  NEW  JERSEY  TIME,  ON
__________________.  THIS WARRANT AND THE SECURITIES  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 SECURITIES 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. _________                                               _______________UNITS


                              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 May 20, 1998,  and before 5:00 p.m., New Jersey time, on May 19, 2001 (the
"Termination  Date"),  at the  purchase  price of $4.40 per unit (the  "Exercise
Price"), the number of units ("Units"),  each consisting of two shares of Common
Stock, par value $.001 per share, of the Company and one Warrant (an "Underlying
Warrant"),  in the form annexed  hereto,  as Exhibit A, to purchase one share of
Common Stock of the Company at the initial exercise price (subject to adjustment
in  certain  circumstances  as set forth  therein)  of $2.50 per share set forth
above.  The  number of  shares  of  Common  Stock  included  in the  Units,  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.


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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.

     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 Units 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  for the number of full shares of Common Stock
and  Underlying  Warrants in the Units so  purchased  upon the  exercise of such
Warrant, together with cash, as provided in Section VI hereof, in respect of any
fractional shares of Common Stock otherwise  issuable upon such surrender.  Such
certificate  or  certificates  representing  the  Common  Stock  and  Underlying
Warrants  in the Units  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 Common  Stock and  Underlying  Warrants in the Units 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 Common  Stock or other class of  securities  purchasable
upon  the  exercise  of  this  Warrant  shall  be  closed,  the  certificate  or
certificates  for the shares of Common  Stock or other class 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 Common Stock or other class;  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 Units  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 Common  Stock  included in the Units 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 Common  Stock in a name other than that of the  Warrant  holder in respect of
which this Warrant or shares of Common Stock are issued.


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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
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 COMMON 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 and any  Underlying
Warrants issued upon exercise hereof 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 of Common Stock 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 Units shall be purchasable upon the exercise of this
Warrant,  at a price of $4.40 per Unit. 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.




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<PAGE>


     If the Company  shall at any time issue  Common Stock by way of dividend or
other  distribution  on any  stock of the  Company  or  effect a stock  split or
reverse  stock split of the  outstanding  shares of Common  Stock,  the Exercise
Price shall be  proportionately  decreased in the case of such  issuance (on the
day following the date fixed for  determining  stockholders  entitled to receive
such  dividend or other  distribution  or such stock  split) or increased in the
case of such  reverse  stock  split (on the date that such  reverse  stock split
shall become effective), by multiplying the Exercise Price in effect immediately
prior to the stock dividend or other distribution,  stock split or reverse stock
split by a fraction,  the  numerator  of which is the number of shares of Common
Stock   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 Common 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.  The
number of Underlying  Warrants  issuable  upon the exercise  hereof shall not be
adjusted. However, the number of shares for which the Underlying Warrants may be
exercised,  and the exercise price thereof, shall be adjusted in accordance with
the terms of the Underlying Warrants.

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


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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 same registration  rights with respect to
the resale of the Common Stock  included in the Units and issuable upon exercise
of the  Underlying  Warrants  as set  forth  in  Section  D of the  Subscription
Agreement  by and between the  Company and certain  investors  in the Company of
even date herewith with respect to Common Stock included in Units and Underlying
Warrants constituting a portion of the Units being issued to such investors. The
registration  rights with  respect to the  transfer  of the Warrant  stock shall
transfer to any transferee should the Warrant be transferred.

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.


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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.

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


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                                  PURCHASE FORM


     The  undersigned   hereby   irrevocably  elects  to  exercise  the  Warrant
represented  by  this  Warrant  Certificate  to  the  extent  of  _______  Units
consisting of an aggregate of  _____________  shares of Common Stock,  par value
$.001 per share,  and _______  Warrants to purchase  Common  Stock at an initial
exercise  price of $2.50 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:___________________________________________________________



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                                 ASSIGNMENT FORM



FOR VALUED  RECEIVED,  _____________________________  hereby sells,  assigns and

transfers unto__________________________________________________________________
                        (Please type or print in block letters)

Address_______________________________________________________________________
the right to purchase Units of Alfacell Corporation, represented by this Warrant
Certificate  to the  extent of  ______________Units  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:

___________________________________



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