EXHIBIT 10.23
                                                                   -------------


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


                              ALFACELL CORPORATION

                             STOCK OPTION AGREEMENT


            ALFACELL CORPORATION (the "Company"),  a Delaware  corporation,  for
and in  consideration of $10.00 and other good and valuable  consideration,  the
receipt  and  sufficiency  of which are hereby  acknowledged,  hereby  grants to
________________  (the  "Optionee"),  under the Company's 1997 Stock Option Plan
(the "Plan") an option (the "Option") to purchase up to _________  shares of the
common stock,  $.001 par value, of the Company (the "Common Stock"),  subject to
the following terms and conditions:

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

            2.    TIME  OF   EXERCISE.   This  Option   shall  vest  and  become
exercisable  in  its  entirety  on   ___________________.   Notwithstanding  the
foregoing,  the Option  shall not vest and become  exercisable  as to any shares
unless  Optionee  has served  continuously  on the board from the date  Optionee
joined the board until the date the Option is scheduled  to become  exercisable;
PROVIDED,   HOWEVER,   that  if  Optionee  does  not  fulfill  such  performance
requirement  due to his death or disability (as defined in the Plan) this Option
shall  immediately  vest and become  exercisable in accordance with the terms of
the Plan by those persons specified in Section 11 of the Plan. If not previously
exercised,  this Option shall  terminate at 5:00 p.m.  local time in Bloomfield,
New Jersey on _______________.

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

            4.    MANNER OF  EXERCISE.  Once  vested and  exercisable  as to any
shares,  this Option may be exercised as to such shares,  in whole or in part by
giving  written  notice,  signed by the person  exercising  the  Option,  to the
Company  stating the number of shares with  respect to which the Option is being
exercised,  accompanied  by payment in full of the Exercise Price for the number
of shares to be purchased. The date both such notice and payment are received by
the  Company  shall be the date of  exercise  of the Option as to such number of
shares.  The Exercise  Price shall be paid in accordance  with Section 10 of the
Plan.  This Option may not be exercised with respect to a fractional  share.  In
the case of  exercise  in part only,  the Company  upon  surrender  of the Stock
Option  Agreement,  will  deliver to Optionee a new Stock  Option  Agreement  in
substantially  similar  form  evidencing  the  remaining  shares as to which the
Option has not been exercised.

<PAGE>


            5.    ADDITIONAL REPRESENTATIONS.  As a condition to the exercise of
any portion of the Option,  the  Company may require the person  exercising  the
Option to represent  and warrant at the time of such exercise that any shares of
stock  acquired at exercise are not  registered  under the Act, are  "restricted
securities"  as that  term is  defined  in Rule 144  under the Act and are being
acquired  only for  investment  and  without any  present  intention  to sell or
distribute  such shares,  if, in the opinion of counsel for the Company,  such a
representation   is  required  under  the  Act  or  any  other  applicable  law,
regulation, or rule of any governmental agency.

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

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

            8.    1997 STOCK  OPTION  PLAN  GOVERNS.  This  Option is granted to
Optionee  pursuant to Section 6.3 of the Plan as an  Independent  Director's Pro
Rata Grant (as  defined in the  Plan).  This  Option  shall be  governed  in all
respects  by the  Plan  and  the  provisions  relating  therein  to  Independent
Directors'  Pro Rata  Grants.  In the event of any  conflict  between any of the
terms of this Stock Option  Agreement and the Plan,  the terms of the Plan shall
control.

DATE OF GRANT:  ____________________________

                                                 ALFACELL CORPORATION


                                                 By: ___________________________
                                                     Chief Executive Officer


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


Dated:  __________________________


                                                     ___________________________
                                                     Optionee

<PAGE>


                                  PURCHASE FORM


                                                            Date:_______________


To:  Alfacell Corporation

The undersigned hereby irrevocably elects to exercise the attached Non-Qualified
Stock Option  Agreement to the extent of options to purchase  __________________
shares   at    $___________    per   share   and   hereby   makes   payment   of
$________________________ in payment of the purchase price thereof.



                   INSTRUCTIONS FOR REGISTRATION OF SECURITIES

                    Name:____________________________________

                    Address:_________________________________

                        _________________________________



                                                      ___________________
                                                      Optionee


                                                      ___________________
                                                      Social Security No.