ex10-2.htm


    Exhibit 10.2

     

    
      ALFACELL
CORPORATION

      


      AMENDMENT

      TO
EACH

      5%
SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

      


      February
26, 2010

      


      This Amendment (this “Amendment”) to each
5% Senior Secured Convertible Promissory Note (each a “Note” and
collectively, the “Notes”) issued by
Alfacell Corporation, a Delaware corporation (the “Company”) pursuant to
that certain Securities Purchase Agreement dated as of October 19, 2009, to the
holders thereof (collectively, the “Holders”), is made
and entered into as of February 26, 2010, by and among the Company and the
Holders.  Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Notes.

       

      RECITALS

      


      Whereas,
the Company and the Holders wish to amend the Notes to extend the Meeting
Deadline to May 1, 2010 in accordance with Section 5 of each Note.

      


      AGREEMENT

      


      Now,
Therefore, in consideration of the foregoing, and the representations,
warranties, covenants and conditions set forth below, the Company and each
Holder, intending to be legally bound, hereby agree as follows:

      


      
        	
                I.

              	
                AMENDMENT
      TO THE NOTES.

              


      

      


      Section 2(A)(vii) of each Note is
hereby amended to read in its entirety as follows:

      


      “(vii).           Stockholder Approval.
 The Company shall (a) provide each stockholder entitled to vote at the
next meeting of stockholders of the Company, which meeting shall occur on or
before May 1, 2010 (the “Meeting Deadline”), a proxy statement, soliciting each
stockholder’s affirmative vote at such meeting for approval of an increase in
the number of authorized shares of common stock of the Company from 100,000,000
to at least 130,593,678 (such affirmative vote being referred to as the
“Stockholder Approval”), (b) use its best efforts to obtain the Stockholder
Approval no later than the Meeting Deadline, and (c) within 2 business days
following receipt of the Stockholder Approval, cause an amendment to its
Certificate of Incorporation reflecting the approved increase in the authorized
shares of Common Stock (such amendment, the “Certificate of Amendment”) to be
filed with the Secretary of State of the State of Delaware; provided that the
above stated obligations shall be subject to and conditioned upon the Payee’s
compliance with the covenants set forth in Section 5(c) of the Securities
Purchase Agreement.”

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
        	
                II.

              	
                GENERAL.

              


      

       

      A.           Except
as effected by this Amendment, the terms and provisions of the Notes shall
remain unchanged and in full force and effect.

       

      B.           This
Amendment may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.

       

      C.           This
Amendment shall be governed by and construed under the laws of the State of New
York as applied to agreements among New York residents, made and to be performed
entirely within the State of New York, without giving effect to conflicts of
laws principles.

       

      D.           The
titles and subtitles used in this Amendment are used for convenience only and
are not to be considered in construing or interpreting this
Amendment.

       

      


      [SIGNATURE
PAGES FOLLOW]

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      The
parties have executed this Amendment as of the date first written
above.

       

      
        	
                ALFACELL
      CORPORATION

                 

                By:        /s/ Charles Muniz

                Name:  
      Charles Muniz

                Title:    
      President, Chief Executive Officer and Chief Financial
    Officer

              


         

      

      


       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      The
parties have executed this Amendment as of the date first written
above

    

     

     

    
      
        	
                PURCHASERS:

              	 
      
	 
      	 
      
	
                /s/ Charles Muniz

              	
                ___________________________________

              
	
                Charles
      Muniz

              	
                Colleen
      A. Lowe

              
	 
      	 
      
	 
      	 
      
	
                EUROPA INTERNATIONAL, INC.

              	
                ___________________________________

              
	 
      	
                Corinne
      M. Poquette

              
	
                By: 
      /s/
      Fred Knoll

                Name:
      Fred Knoll

                Title:
      Knoll Capital Management, Investment

                Manager
      for Europa International, Inc.

              	
                 

                 

                ___________________________________

                David
      J. McCash

              
	 
      	 
      
	 
      	 
      
	
                UNILAB LP

              	 
      
	 
      	 
      
	
                By:____________________________________

                Name:
      F. Patrick Ostronic

                Title:
      Director, Unilab GP Inc., General Partner for Unilab LP

              	 
      
	 
      	 
      
	 
      	 
      
	
                MARY M. MCCASH TRUST DECLARATION DECLARED OCTOBER 20,
      2008

              	 
      
	 
      	 
      
	
                By:____________________________________

                Name:
      Mary M. McCash

                Title:
      Trustee

              	 
      
	 
      	 
      
	 
      	 
      
	
                THE MICHAEL J. MCCASH LIVING TRUST

              	 
      
	 
      	 
      
	
                By:____________________________________

                Name:
      Michael J. McCash

                Title:
      Trustee and Grantor