EXHIBIT
4.13

       

      NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE
SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION
OF COUNSEL, IN A FORM GENERALLY ACCEPTABLE TO THE COMPANY’S LEGAL COUNSEL, THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE
144 OR RULE 144A UNDER SAID ACT.

       

      THIS NOTE HAS BEEN ISSUED WITH
ORIGINAL ISSUE DISCOUNT (“OID”).  PURSUANT TO TREASURY REGULATION
§1.1275-3(b)(1), THOMAS MOORE, A REPRESENTATIVE OF THE BORROWER HEREOF WILL,
BEGINNING TEN DAYS AFTER THE ISSUE DATE OF THIS NOTE, PROMPTLY MAKE AVAILABLE TO
THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION
§1.1275-3(b)(1)(i). THOMAS MOORE MAY BE REACHED AT TELEPHONE NUMBER (732)
545-1590.

       

      Principal
Amount $_______________

      Issue
Date:  ___________, 2009

      Purchase
Price: $________________

       

      CONVERTIBLE PROMISSORY
NOTE

       

      FOR VALUE
RECEIVED, ADVAXIS, INC.,
a Delaware corporation (hereinafter called “Borrower”),
hereby promises to pay to _____________(the “Holder”)
or order, without demand, the sum of _______________ Dollars ($____________) on
the later to occur of (i) ___________ and (ii) the repayment in full or
conversion of the Senior Indebtedness (the “Maturity
Date”), if not retired sooner.

       

      This Note
has been entered into pursuant to the terms of a note purchase agreement between
the Borrower and the Holder, dated of even date herewith (the “Purchase
Agreement”), and shall be governed by the terms of such Purchase
Agreement.  Unless otherwise separately defined herein, all
capitalized terms used in this Note shall have the same meaning as is set forth
in the Purchase Agreement.  The following terms shall apply to this
Note:

       

      ARTICLE
I

       

      GENERAL
PROVISIONS

       

      1.1           Payment Grace
Period.  The
Borrower shall have a five (5) day grace period to pay any monetary amounts due
under this Note.

       

      1.2           Conversion
Privileges.  The
Conversion Privileges set forth in Article II shall remain in full force and
effect immediately from the date hereof and until the Note is paid in full
regardless of the occurrence of an Event of Default, but subject to Article
II.  The Principal Amount of the Note (or such portion thereof the
shall not have previously been converted into Common Stock in accordance with
Article II hereof, if any) shall be payable in full on the Maturity
Date.

       

      1.3           Prepayment.  This
Note may be prepaid at anytime by the Borrower without penalty.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      1.4           Borrower Has Senior
Indebtedness Outstanding;  Borrower is Permitted to Issue Other
Indebtedness; This
Indebtedness Subordinate to Senior Indebtendess.  The
Borrower has outstanding currently secured indebtedness that is senior in right
of payment with the indebtedness evidenced by this Note (the “Senior
Indebtedness”) and the Borrower is permitted in the future to issue and
create indebtedness and security interests of any kind, including without
limitation, indebtedness that is senior to or pari passu with the Company's
obligations under the Notes (any such future senior indebtedness shall be deemed
to be part of the Senior Indebtedness as defined above).  The Holder
expressly acknowledges that the indebtedness represented by this Note is
expressly subordinate to the Senior Indebtedness and that no payment hereunder
shall be made to the Holder until the repayment in full or conversion of the
Senior Indebtedness.

      


      ARTICLE
II

       

      CONVERSION
RIGHTS

       

      The
Holder shall have the right to convert the Principal Amount of this Note into
shares of the Borrower’s Common Stock, $.001 par value per share (“Common
Stock”) as set forth below.

       

      2.1         Conversion into the
Borrower’s Common Stock.

       

      (a)           Conversion in Qualified
Equity Financing.  In the event the Company consummates an
equity financing from and after the date hereof and prior to the second business
day immediately preceding the Maturity Date, in which it sells shares of its
Preferred Stock or Common Stock (“Qualified
Stock”) with aggregate gross proceeds of not less than two million
dollars ($2,000,000) and with the principal purpose of raising capital (a “Qualified Equity
Financing”), then the Holder shall have the option, but shall not be
required, to convert all or a portion of the Note into the number (rounded to
the nearest whole) of fully paid and non-assessable shares of Qualified Stock
equal to a fraction (A) the numerator of which is the Principal Amount of the
Note (or such lesser amount as is being converted) and (B) the denominator of
which is ninety percent (90%) of the per share purchase price of the Qualified
Stock issued in the Qualified Equity Financing.

       

      (b)           Conversion in absence of
Qualified Equity Financing.  In the event the Company does not
consummate a Qualified Equity Financing from and after the date hereof and prior
to the second business day immediately preceding the Maturity Date, then the
Holder shall have the option, but shall not be required, to convert all or a
portion of the Note into that number of fully paid and non-assessable shares of
Common Stock equal to a fraction (A) the numerator of which is the Principal
Amount of the Note (or such lesser amount as is being converted ) and (B) the
denominator of which is 50% of the Volume-Weighted Average Price per share of
the Common Stock on the five (5) consecutive trading days immediately preceding
the third business day prior to the Maturity Date.

       

      (c)           Mechanics of
Conversion.  As a condition to effecting the conversion set
forth in Sections 2.1(a) and 2.1(b) above, the Holder shall properly complete
and deliver to the Company a Notice of Conversion, a form of which is annexed
hereto as Exhibit
A (the “Notice of
Conversion”), which notice must be received by the Company at least one
(1) business day prior to the Maturity Date.  Upon timely delivery to
the Borrower of the Notice of Conversion, the Borrower shall issue and deliver
to the Holder within three (3) business days after the Maturity Date (such third
day being the “Delivery
Date”) that number of shares of Common Stock for the portion of the Note
converted in accordance herewith.

       

      (d)           Adjustment.  The
number and kind of shares or other securities to be issued upon conversion
determined pursuant to Section 2.1(a), shall be subject to adjustment from time
to time upon the happening of certain events while this conversion right remains
outstanding, as follows:

       

      A.           Merger, Sale of Assets,
etc.  If the Borrower at any time shall consolidate with or
merge into or sell or convey all or substantially all its assets to any other
corporation, this Note, as to the unpaid principal portion thereof and accrued
interest thereon, shall thereafter be deemed to evidence the right to purchase
such number and kind of shares or other securities and property as would have
been issuable or distributable on account of such consolidation, merger, sale or
conveyance, upon or with respect to the securities subject to the conversion or
purchase right immediately prior to such consolidation, merger, sale or
conveyance.  The foregoing provision shall similarly apply to
successive transactions of a similar nature by any such successor or
purchaser.  Without limiting the generality of the foregoing, the
anti-dilution provisions of this Section shall apply to such securities of such
successor or purchaser after any such consolidation, merger, sale or
conveyance.


      
        
           


        

        
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      B.           Reclassification,
etc.  If the Borrower at any time shall, by reclassification or
otherwise, change the Common Stock into the same or a different number of
securities of any class or classes that may be issued or outstanding, this Note,
as to the unpaid principal portion thereof and accrued interest thereon, shall
thereafter be deemed to evidence the right to purchase an adjusted number of
such securities and kind of securities as would have been issuable as the result
of such change with respect to the Common Stock immediately prior to such
reclassification or other change.

       

      (e)           Notice of
Adjustment.  Upon the occurrence of an event specified in
Section 2.1(d), the Borrower shall promptly mail to the Holder a notice setting
forth the adjustment and setting forth a statement of the facts requiring such
adjustment.

       

      (f)           Reservation of
Shares.  From and after the closing of a Qualified Equity
Financing, the Borrower will reserve from its authorized and unissued Common
Stock a sufficient amount of Common Stock to permit the full conversion of this
Note.  Borrower represents that upon issuance, such shares will be
duly and validly issued, fully paid and non-assessable.  Borrower
agrees that its issuance of this Note shall constitute full authority to its
officers, agents, and transfer agents who are charged with the duty of executing
and issuing stock certificates to execute and issue the necessary certificates
for shares of Common Stock upon the conversion of this Note.

       

      2.2           Method of
Conversion.  This
Note may be converted by the Holder in whole or in part as described in Section
2.1(a) hereof and the Purchase Agreement.  Upon partial conversion of
this Note, a new Note containing the same date and provisions of this Note
shall, at the request of the Holder, be issued by the Borrower to the Holder for
the principal balance of this Note and interest which shall not have been
converted or paid.

       

      2.3           Maximum
Conversion.  The
Holder shall not be entitled to convert on a Conversion Date that amount of the
Note in connection with that number of shares of Common Stock which would be in
excess of the sum of (i) the number of shares of Common Stock beneficially owned
by the Holder and its affiliates on a Conversion Date, (ii) any Common Stock
issuable in connection with the unconverted portion of the Note, and (iii) the
number of shares of Common Stock issuable upon the conversion of the Note with
respect to which the determination of this provision is being made on a
Conversion Date, which would result in beneficial ownership by the Holder and
its affiliates of more than 9.99% of the outstanding shares of Common Stock of
the Borrower on such Conversion Date.  For the purposes of the
provision to the immediately preceding sentence, beneficial ownership shall be
determined in accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended, and Regulation 13d-3 thereunder.  The Holder shall
have the authority and obligation to determine whether the restriction contained
in this Section 2.3 will limit any conversion hereunder and to the extent that
the Holder determines that the limitation contained in this Section applies, the
determination of which portion of the Notes are convertible shall be the
responsibility and obligation of the Holder.

       

      ARTICLE
III

       

      EVENT
OF DEFAULT

       

      The
occurrence of any of the following events of default (“Event of
Default”) shall, at the option of the Holder hereof, make all sums of
principal then remaining unpaid hereon and all other amounts payable hereunder
immediately due and payable, upon demand, without presentment, or grace period,
all of which hereby are expressly waived, except as set forth
below:

       

      3.1           Failure to
Pay.  The
Borrower fails to pay the Principal Amount or other sum due under this Note when
due.

       

      3.2           Breach of
Covenant.  The
Borrower breaches any material covenant or other term or condition of the
Purchase Agreement or this Note in any material respect and such breach, if
subject to cure, continues for a period of ten (10) business days after written
notice to the Borrower from the Holder.

       

      3.3           Breach of Representations
and Warranties.  Any
material representation or warranty of the Borrower
made herein, in the Purchase Agreement or in any agreement, statement or
certificate given in writing pursuant hereto or in connection therewith shall be
false or misleading in any material respect as of the date made and the Closing
Date.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      3.4           Receiver or
Trustee.  The
Borrower shall make an assignment for the benefit of creditors, or apply for or
consent to the appointment of a receiver or trustee for it or for a substantial
part of its property or business; or such a receiver or trustee shall otherwise
be appointed.

       

      3.5           Judgments.  Any
money judgment, writ or similar final process shall be entered or filed against
Borrower or any of its property or other assets for more than $1,000,000, and
shall remain unvacated, unbonded or unstayed for a period of forty-five (45)
days.

       

      3.6           Bankruptcy.  Bankruptcy,
insolvency, reorganization or liquidation proceedings or other proceedings or
relief under any bankruptcy law or any law, or the issuance of any notice in
relation to such event, for the relief of debtors shall be instituted by or
against the Borrower and if instituted against them are not dismissed within 45
days of initiation.

       

      3.7           Non-Payment.   A
default by the Borrower under any one or more obligations in an aggregate
monetary amount in excess of $1,000,000 for more than twenty days after the due
date, unless the Borrower is contesting the validity of such obligation in good
faith and has segregated cash funds equal to not less than one-half of the
contested amount.

       

      3.8           Failure to Deliver Common
Stock or Replacement Note.  Borrower’s
failure to timely deliver Common Stock to the Holder pursuant to and in the form
required by this Note.

       

      3.9           Reservation
Default.   Failure
by the Borrower to have reserved for issuance upon conversion of the Note the
amount of Common stock as set forth in this Note.

       

      ARTICLE
IV

       

      UNSECURED
NOTE

       

      4.1           Unsecured
Note.  This
note is an unsecured obligation of the Borrower.

       

      ARTICLE
V

       

      MISCELLANEOUS

       

      5.1           Failure or Indulgence Not
Waiver.  No
failure or delay on the part of Holder hereof in the exercise of any power,
right or privilege hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any such power, right or privilege preclude other
or further exercise thereof or of any other right, power or
privilege.  All rights and remedies existing hereunder are cumulative
to, and not exclusive of, any rights or remedies otherwise
available.

       

      5.2           Notices.  All
notices, requests, demands, consents, instructions or other communications
required or permitted hereunder shall be in writing and shall be either faxed,
mailed or delivered to each party at the respective addresses of the parties as
set forth in the Purchase Agreement, or at such other address or facsimile
number as a party shall furnished to the other party in writing.  All
such notices and communications shall be effective (a) when sent by Federal
Express or other overnight service of recognized standing, on the business day
following the deposit with such service; (b) when mailed, by registered or
certified mail, first class postage prepaid and addressed as aforesaid through
the United States Postal Service, upon receipt; (c) when delivered by hand, upon
delivery; and (d) when faxed, upon confirmation of receipt.

       

      5.3           Amendment
Provision.  The
term “Note” and all reference thereto, as used throughout this instrument, shall
mean this instrument as originally executed, or if later amended or
supplemented, then as so amended or supplemented.


      
        
           


        

        
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      5.4           Assignability.  This
Note shall be binding upon the Borrower and its successors and assigns, and
shall inure to the benefit of the Holder and its successors and
assigns.

       

      5.5           Cost of
Collection.  If
default is made in the payment of this Note, Borrower shall pay the Holder
hereof reasonable costs of collection, including reasonable attorneys’
fees.

       

      5.6           Governing
Law.  This
Note shall be governed by and construed in accordance with the laws of the State
of New York, including, but not
limited to, New York statutes of limitations.  Any action
brought by either party against the other concerning the transactions
contemplated by this Agreement shall be brought only in the civil or state
courts of New York or in the federal courts located in the State and county of
New York.  Both parties and the individual signing this Agreement on
behalf of the Borrower agree to submit to the jurisdiction of such
courts.  The prevailing party shall be entitled to recover from the
other party its reasonable attorney’s fees and costs.  In the event
that any provision of this Note is invalid or unenforceable under any applicable
statute or rule of law, then such provision shall be deemed inoperative to the
extent that it may conflict therewith and shall be deemed modified to conform
with such statute or rule of law. Any such provision which may prove invalid or
unenforceable under any law shall not affect the validity or unenforceability of
any other provision of this Note. Nothing contained herein shall be deemed or
operate to preclude the Holder from bringing suit or taking other legal action
against the Borrower in any other jurisdiction to collect on the Borrower’s
obligations to Holder, or to enforce a judgment or other decision in favor of
the Holder.  This
Note shall be deemed an unconditional obligation of Borrower for the payment of
money and, without limitation to any other remedies of Holder, may be enforced
against Borrower by summary proceeding pursuant to New York Civil Procedure Law
and Rules Section 3213 or any similar rule or statute in the jurisdiction where
enforcement is sought.  For purposes of such rule or statute, any
other document or agreement to which Holder and Borrower are parties or which
Borrower delivered to Holder, which may be convenient or necessary to determine
Holder’s rights hereunder or Borrower’s obligations to Holder are deemed a part
of this Note, whether or not such other document or agreement was delivered
together herewith or was executed apart from this Note.

       

      5.7           Maximum
Payments.  Nothing
contained herein shall be deemed to establish or require the payment of a rate
of interest or other charges in excess of the maximum permitted by applicable
law.  In the event that the rate of interest required to be paid or
other charges hereunder exceed the maximum permitted by such law, any payments
in excess of such maximum shall be credited against amounts owed by the Borrower
to the Holder and thus refunded to the Borrower.

       

      5.8           Construction.   Each
party acknowledges that its legal counsel participated in the preparation of
this Note and, therefore, stipulates that the rule of construction that
ambiguities are to be resolved against the drafting party shall not be applied
in the interpretation of this Note to favor any party against the
other.

       

      5.9           Shareholder
Status.  The
Holder shall not have rights as a shareholder of the Borrower with respect to
unconverted portions of this Note.  However, the Holder will have the
rights of a shareholder of the Borrower with respect to the Shares of Common
Stock to be received after delivery by the Holder of a Conversion Notice to the
Borrower.

       

      5.10           Non-Business
Days.   Whenever
any payment or any action to be made shall be due on a Saturday, Sunday or a
public holiday under the laws of the State of New York, such payment may be due
or action shall be required on the next succeeding business day and, for such
payment, such next succeeding day shall be included in the calculation of the
amount of accrued interest payable on such date.

       

      [SIGNATURES
ON THE FOLLOWING PAGE]


      
        
           


        

        
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      IN WITNESS WHEREOF, Borrower
has caused this Note to be signed in its name by an authorized officer as of the
____ day of _____________, 2009.

       

      
        
          	
                  ADVAXIS,
      INC.

                
	 
      
	
                  By:

                	
                    

                
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

      


      
        
          	
                  WITNESS:

                
	 
      
	
                    

                


        

      


      
        
           


        

        
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      NOTICE OF
CONVERSION

       

      (To be
executed by the Registered Holder in order to convert the Note)

       

      The
undersigned hereby elects to convert $_________ of the principal and $_________
of the interest due on the Note issued by ADVAXIS, INC. on _____________, 2009
into Shares of Common Stock of ADVAXIS, INC. (the “Borrower”) according to the
conditions set forth in such Note, as of the date written below.

       

      
        
          	
                  Date
      of Conversion:

                	
                    

                


        

      

      


      
        
          	
                  Conversion
      Price:

                	
                    

                


        

      

       

      Number of
Shares of Common Stock Beneficially Owned on the Conversion Date: Less than 5%
of the outstanding Common Stock
___________________________________________

       

      
        
          	
                  Shares
      To Be Delivered:

                	
                    

                


        

      

      


      
        
          	
                  Signature:

                	
                    

                


        

      

      


      
        
          	
                  Print
      Name:

                	
                    

                


        

      

      


      
        
          
            
              	
                      Address:

                    	
                        

                    
	 
      	
                        

                    
	 	 


            

          

        

      


      
        
           


        

        
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