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Exhibit
10.2.1
AMENDMENT NO.
1
TO 1997 STOCK OPTION
PLAN
OF
ALFACELL CORPORATION
Pursuant to Section 17 of the 1997
Stock Option Plan (the “ 1997 Plan ”)
of Alfacell Corporation, a Delaware corporation (the “
Company ”), the 1997 Plan is hereby amended by deleting
Section 11 and replacing it with the following:
“No Option granted under the Plan
is transferable other than by will or the laws of descent and
distribution, or pursuant to a qualified domestic relations order
as defined by the Internal Revenue Code of 1986, as amended or
Title I of the Employee Retirement Income Security Act of 1974, as
amended or the rules thereunder. During the holder’s
lifetime, an Option may only be exercised by the holder or, in the
event of his legal incapacity to do so, the holder’s guardian
or legal representative. Upon the holder’s death an Option
may be exercised by the executors, administrators, legatees, or
heirs of such Participant’s estate.
Notwithstanding the foregoing
restriction on transferability, all or any portion of the Existing
Options of Ms. Kuslima Shogen, as the term ‘Existing
Options’ is defined in the Retirement Agreement dated April
25, 2008 between the Company and Ms. Shogen, may be
trans
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