Unassociated Document


    AMENDMENT
      TO CONSULTANCY AGREEMENT

    


    THIS
      AMENDMENT TO CONSULTANCY AGREEMENT is made as of this ___ day of March, 2005,
      by
      and between Advaxis,
      Inc, a Colorado corporation, having a principal place of business at 212
      Carnegie Center, Princeton, NJ (“Company”),
      and
LVEP
      Management, LLC
      with a
      place of business at 111
      River
      Street, 10th
      floor,
      Hoboken, NJ 07030
      (“Consultant”).

     

    WHEREAS,
      Consultant and Company have entered into a Consultancy Agreement for the
      performance by Consultant of certain consulting services on January __ 2005
      (the
“Agreement”);
      and

     

    WHEREAS,
      Consultant and Company wish to amend Schedule
      B
      and
      certain terms of the Agreement; 

     

    NOW,
      THEREFORE, in consideration of the mutual covenants, terms, and conditions
      hereinafter set forth, and intending to be legally bound, Company and Consultant
      agree as follows:

     

    	1.  	
            Compensation:
              Company shall pay Consultant or its designee the compensation per the
              attached Amended
              Schedule B
              effective April 1, 2005.

          


     

    	2.  	
             Term
              and Termination:

          


     

    	a.  	
            Term.
              The initial term of this Agreement shall begin on January 1. 2005 and
              shall end on December 31, 2005 (“Initial Term”). Thereafter, the Term
              shall be automatically extended by 12-month periods unless Company
              notifies Consultant no later than 60 days prior to the end of the Initial
              Term or any extension thereof of its intent not to extend the
              Agreement.

          


     

    	b.  	
            Termination.
              Consultant may terminate this Agreement for any reason during the term
              hereof upon forty five (45) days prior written notice to the Company.
              Company may terminate the Agreement upon forty five (45) days prior
              written notice to the Consultant provided that upon such early termination
              Company shall continue to pay Consultant the full consulting fee, option
              vesting, benefits and expenses for 6 months following the termination
              date. 

          


     

     

    	3.  	
            All
              other terms and conditions remain
              unchanged.

          


     

     

    IN
      WITNESS HEREOF, the parties have read and agree to be bound by the above terms
      and conditions and have entered into this Agreement effective as of the date
      set
      forth above.

    


    
      	
              Company

            	 	
              Consultant

            
	
              By:

            	 	
              By:

            
	
              (Signature)

            	 	
              (Signature)

            
	 	 	 
	
              Printed
                Name

            	 	
              Printed
                Name

            
	 	 	 
	
              Title

            	 	
              Title

            
	 	 	 
	
              Date

            	 	
              Date

            


    

    


     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    


     

    Amended
      Schedule B

     

    COMPENSATION
      AND PAYMENT SCHEDULE.

    


     

    	i.  	
            Cash:
              during
              the Term of the Agreement, and starting as of April 1, 2004, Company
              shall
              pay Consultant $166,500 per annum ($13,875 per month payment) until
              the
              Company closes on $1 million in equity. Thereafter $185,000 annually
              ($15,416 per month payment), paid
              monthly.

          


     

     

    	ii.  	
            Bonus:
              Consultant
              shall receive a maximum potential one time payment at each year-end
              equal
              to 60% of the bonus received by the CEO. 

          


     

     

    	iii.  	
            Benefits:
              Company
              shall reimburse Consultant for the same level and type of benefits
              which
              it provides to its most senior
              executives.

          


     

     

    	iv.  	
            Expenses:
              Company
              shall reimburse all approved expenses incurred by Consultant in connection
              with the Services provided herein. Expenses in excess of $1,000.00
              shall
              have prior authorization from the CEO.

          


     

     

    	v.  	
            Options:  Company
              shall grant Consultant
              new option grant (“New Grant”) which, shall be equal to 3% (three percent)
              of the total issued and outstanding common shares of the Company, as
              of
              March 31, 2005. The New Grant shall be subject to the terms and condition
              of the Company’s 2005 option plan upon the approval and establishment of
              such plan (“Plan”)
              or upon the expansion of the existing plan. The options shall be
              non-qualified and shall vest monthly over four
              years.

          


     

     

    	vi.  	
            Vacation: Consultant
              may provide to its employees 21 annual vacation days not including
              holidays.

          


     

     

    	vii.  	
            Time
              commitment:
              Consultant shall not exceed more than 20% (twenty percent)of normal
              working hours on any outside project during any given work week without
              the approval of the CEO. 

          


     

     

     

    
      	
              Company

            	 	
              Consultant

            
	
              By:

            	 	
              By:

            
	
              (Signature)

            	 	
              (Signature)

            
	 	 	 
	
              Printed
                Name

            	 	
              Printed
                Name

            
	 	 	 
	
              Title

            	 	
              Title

            
	 	 	 
	
              Date

            	 	
              Date

            


    

     

    


    
       

      
        
           

        

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