EXHIBIT 10.31

                                  NOTE PAYABLE

Amount:  $_______                                       Date: __________________

      The undersigned ("Maker", whether one or more) promises to pay to the
order of _________________________ ("Lender" whether one or more), the
_______________________ ($________) as follows:

o     Note is due on ____________ together with interest at __ per annum, on a
      365 day year basis. In consideration for the loan, the Maker grants the
      Lender ________ warrants at an exercise price of $_____ per share. In
      addition, an additional ______________ warrants are to be issued on the
      due date at an exercise price of $________ per share.

      This Note may not be assigned by Lender without the Maker's consent.

      The unpaid balance shall automatically mature and become immediately
payable in the event Maker becomes the subject of bankruptcy or other insolvency
proceedings. Lender's receipt of any payment on this Note after the occurrence
of an event of default shall not constitute a waiver of the default or the
Lender's rights and remedies upon such default.

      Without affecting the liability of any Maker, endorser, surety, or
guarantor, Lender may, without notice, accept partial payments, release or
impair any collateral security for the payment of this Note or agree not to sue
any party liable on it. Without affecting the liability of any endorser, surety
or guarantor, Lender may from time to time, without notice, renew or extend the
time for payment.

      Maker agrees to pay all costs of collection before and after judgment,
including reasonable attorney's fees, and waives presentment, protest, demand
and notice of dishonor.

      To the extent not prohibited by law, Maker consents that venue for any
legal proceeding relating to collection of this Note shall be, at Lender's
option, the county in which Lender resides in this state, the county in which
any Maker resides or the county in which this Note was executed.

      At the Lender's option, on or before the due date, this Note plus accrued
interest maybe converted to Alfacell Corporation common stock at the conversion
rate of $________ per share plus equal number of _________ warrants at an
exercise price of $_______ per share. The warrants issued as a result of the
conversion are in addition to the warrants issued above.

<PAGE>

      Dated this _____day of _________ 2002


                                        "Maker"
                                        Alfacell Corporation


                                        By: ____________________________________

                                        "Lender"


                                        ________________________________________


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<PAGE>

                               Warrant Certificate

      WARRANT TO PURCHASE ____________ SHARES OF COMMON STOCK VOID AFTER 5:00
p.m. NEW JERSEY TIME, ON _____________. THIS WARRANT AND THE SHARES OF COMMON
STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN AND WILL BE ISSUED IN
TRANSACTIONS WHICH HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THIS
WARRANT AND SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF, IN WHOLE OR IN PART, IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE LAW, OR AN OPINION OF
COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

NO. ______                                                         ______ SHARES

                              ALFACELL CORPORATION

      This certifies that, for value received, _____________________________,
the registered holder hereof or assigns (the "Warrantholder") is entitled to
purchase from Alfacell Corporation, a Delaware corporation (the "Company"), at
any time on and after _____________, and before 5:00 p.m., New Jersey time, on
______________ (the "Termination Date"), at the purchase price of ________ per
share (the "Exercise Price"), the number of shares of Common Stock, par value
$.001 per share, of the Company set forth above (the "Warrant Stock"). The
number of shares of Warrant Stock, the Termination Date and the Exercise Price
per share of this Warrant shall be subject to adjustment from time to time as
set forth below.

SECTION I. TRANSFER OR EXCHANGE OF WARRANT.

      The Company shall be entitled to treat the Warrantholder 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 Warrantholder 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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<PAGE>

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
Warrantholder. 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 shares of Warrant Stock in respect of
which this Warrant is then exercised. Payment of the aggregate Exercise Price
shall be made in cash or by certified or official bank check.

      C. Warrant Certificate. Subject to Section III hereof, upon such surrender
of this Warrant Certificate and payment of the Exercise Price as aforesaid, the
Company shall issue and cause to be delivered to or upon the written order of
the Warrantholder a certificate or certificates for the number of full shares of
Warrant Stock so purchased upon the exercise of such Warrant, together with
cash, as provided in Section VI hereof, in respect of any fractional shares of
Warrant Stock otherwise issuable upon such surrender. Such certificate or
certificates representing the Warrant Stock shall be deemed to have been issued
and any person so designated to be named therein shall be deemed to have become
a holder of record of such shares of Warrant Stock as of the date of receipt by
the Company of this Warrant Certificate and payment of the Exercise Price as
aforesaid; provided, however, that if, at the date of surrender of this Warrant
Certificate and payment of the Exercise Price, the transfer books for the
Warrant Stock or other class of stock purchasable upon the exercise of this
Warrant shall be closed, the certificate or certificates for the shares of
Warrant Stock in respect of which this Warrant is then exercised shall be deemed
issuable as of the date on which such books shall next be opened (whether before
or after the Termination Date) and until such date the Company shall be under no
duty to deliver any certificate for such shares of Warrant Stock; provided
further, however, that the transfer books of record, unless otherwise required
by law, shall not be closed at any one time for a period longer than twenty (20)
days. The rights of purchase represented by this Warrant shall be exercisable,
at the election of the Warrantholder, either in full or from time to time in
part, and, in the event that this Warrant is exercised in respect of fewer than
all of the shares of Warrant Stock purchasable on such exercise at any time
prior to the Termination Date, a new Warrant Certificate evidencing the
remaining Warrant or Warrants will be issued, and the Company shall deliver the
new Warrant Certificate or Certificates pursuant to the provisions of this
Section.

SECTION III. PAYMENT OF TAXES.

      The Company will pay all documentary stamp taxes, if any, attributable to
the initial issuance of the shares of Warrant Stock upon the exercise of this
Warrant; provided, however, that the Warrantholder shall pay any tax or taxes
which may be payable in respect of any transfer involved in the issue or
delivery of Warrant Certificates or the certificates for the shares of Warrant
Stock in a name other than that of the Warrantholder in respect of which this
Warrant or shares of Warrant Stock are issued.


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<PAGE>

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 Warrantholder, 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 WARRANT STOCK.

      There has been reserved, and the Company shall at all times keep reserved
so long as this Warrant remains outstanding, out of its authorized Common Stock
a number of shares of Common Stock sufficient to provide for the exercise of the
rights of purchase represented by this Warrant. The transfer agent for the
Common Stock and every subsequent transfer agent for any shares of the Company's
capital stock issuable upon the exercise of this Warrant will be irrevocably
authorized and directed at all times to reserve such number of authorized shares
as shall be requisite for such purpose.

SECTION VI. FRACTIONAL SHARES.

      No fractional shares or scrip representing fractional shares shall be
issued upon the exercise of this Warrant. With respect to any fraction of a
share called for upon the exercise of this Warrant, the Company shall pay to the
Warrantholder an amount in cash equal to such fraction multiplied by the current
market price of such fractional share. "Market Price", as of any date means, (i)
the last reported sale price for the shares of Common Stock as reported by the
National Association of Securities Dealers Automated Quotation National Market
System, ("NASDAQ-NMS"), (ii) the closing bid price for the shares of Common
Stock as reported by the National Association of Securities Dealers Automated
Quotation System ("NASDAQ") if the shares are not traded on NASDAQ-NMS, (iii)
the average of the closing bid and closing asked prices of the Common Stock as
reported by the National Quotations Bureau if the shares are not traded on
NASDAQ; (iv) the last reported sale price, if the shares of Common Stock are
listed on a national securities exchange or (v) if market value cannot be
calculated as of such date on any of the foregoing basis, the fair market price
determined by the Board of Directors of the Company, acting with reasonable
business judgment.

SECTION VII. EXERCISE PRICE; ANTI-DILUTION PROVISIONS.

      A. Exercise Price. The shares of Warrant Stock shall be purchasable upon
the exercise of this Warrant, at a price of _______ per share. The Company may,
in its sole discretion, reduce the Exercise Price applicable to the exercise of
this Warrant upon notice to the Warrantholder. As used herein, "Exercise Price"
shall be deemed to include any such reduction.

      If the Company shall at any time issue Common Stock by way of dividend or
other distribution on any stock of the Company or effect a stock split or
reverse stock split of the


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<PAGE>

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 Warrantholder shall thereafter (until another such
adjustment) be entitled to purchase upon the exercise of this Warrant, at the
new Exercise Price, the number of shares, calculated to the nearest full share,
obtained by multiplying the number of shares of Warrant Stock initially issuable
upon exercise of this Warrant by the Exercise Price in effect on the date hereof
and dividing the product so obtained by the new Exercise Price.

SECTION VIII. RECLASSIFICATION, REORGANIZATION OR MERGER.

      In case of any reclassification, capital reorganization or other change of
outstanding shares of Common Stock of the Company (other than a change in par
value or as a result of an issuance of Common Stock by way of dividend or other
distribution or of a stock split or reverse stock split) or in case of any
consolidation or merger of the Company with or into another corporation (other
than a merger with a subsidiary in which merger the Company is the continuing
corporation and which does not result in any reclassification, capital
reorganization or other change of outstanding shares of Common Stock of the
Company issuable upon exercise of this Warrant) or in case of any sale or
conveyance to another corporation of the property of the Company as an entirety
or substantially as an entirety, the Company shall cause effective provision to
be made so that the Warrantholder 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 Warrantholder would have been entitled to receive if
the Warrantholder had exercised this Warrant immediately prior to such
reclassification, capital reorganization or other change, consolidation, merger,
sale or conveyance. Any such provision shall include provision for adjustments
which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Warrant. The foregoing provisions of this Section shall
similarly apply to successive reclassifications, capital reorganizations and
changes of shares of Common Stock and to successive consolidations, mergers,
sales and conveyances.


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<PAGE>

SECTION IX. REGISTRATION RIGHTS.

      A. The Warrantholder shall have the registration rights with respect to
the resale of the Warrant Stock as set forth in Section 7 of the Purchase
Agreement by and between the Company and the Warrantholder of even date
herewith.

SECTION X. NOTICES TO WARRANTHOLDERS.

      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 Warrantholder,
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 Warrantholder
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 Warrantholder to the Warrantholder at the address set
forth on the signature page hereto. Each party hereto may from time to time
change the address to which such party's notices are to be delivered or mailed
hereunder by notice in accordance herewith to the other party.

SECTION XII. SUCCESSORS.

      All the covenants and provisions of this Warrant by or for the benefit of
the Company or the Warrantholder shall bind and inure to the benefit of their
respective successors and assigns hereunder.


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<PAGE>

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 Warrantholder 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 Warrantholder.


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<PAGE>

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:
Title:

WARRANTHOLDER

___________________________________
Name:

Address:

___________________________________

___________________________________


___________________________________
Social Security or
Taxpayer Identification Number


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<PAGE>

                                  PURCHASE FORM

            The undersigned hereby irrevocably elects to exercise the Warrant
represented by this Warrant Certificate to the extent of _____ shares of Common
Stock, par value $.001 per share, of Alfacell Corporation, and hereby makes
payment of $_______ in payment of the actual exercise price thereof.

Name: _____________________________________________________________
                     (Please type or print in block letters)

Address: __________________________________________________________
                   (Address for delivery of Stock Certificate)

Social Security or
Taxpayer Identification Number:____________________________________

Signature: ________________________________________________________

<PAGE>

                                 ASSIGNMENT FORM

FOR VALUED RECEIVED, _____________________________ hereby sells, assigns and
transfers unto ______________________________________
                    (Please type or print in block letters)

Address__________________________________________________________

the right to purchase Common Stock, par value $.001 per share, of Alfacell
Corporation, represented by this Warrant Certificate to the extent of __________
shares as to which such right is exercisable and does hereby irrevocably
constitute and appoint ______________________, to transfer the same on the books
of the Company with full power of substitution in the premises.


___________________________________
              Signature

Dated: ____________________________

                                        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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<PAGE>

                                    SCHEDULE

This note and warrant was entered into upon the following terms:

<TABLE>
<CAPTION>
                                                                 Warrants Issued
                                                     ---------------------------------------
                                              Conv                Vesting              Exer
 Loan Date   Due Date   Principal  Interest   Price  # of Shrs      Date      Term     Price
 ----------  ---------  ---------  --------   -----  ---------   ----------  -------   -----
<S>          <C>        <C>             <C>   <C>      <C>      <C>         <C>       <C>
  4/3/2002   12/4/2003  $ 100,000       8.0%  $0.40    100,000    4/3/2002   5 years   $0.60

 6/17/2002   2/17/2004  $ 100,000       8.0%  $0.35    100,000   6/17/2002   5 years   $0.60

 7/29/2002   3/29/2004  $ 100,000       8.0%  $0.30    100,000   7/29/2002   5 years   $0.60

  9/6/2002    4/7/2004  $  50,000       8.0%  $0.30     50,000    9/6/2002   5 years   $0.60

 9/20/2002    7/1/2004  $ 200,000       8.0%  $0.20    200,000   9/20/2002   5 years   $0.60

 11/6/2002    5/6/2005  $ 200,000       8.0%  $0.20    200,000   11/6/2002   5 years   $0.60

12/24/2002   6/23/2004  $  65,000       8.0%  $0.35     65,000  12/24/2002   5 years   $0.60
</TABLE>


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