Exhibit
4.1

      

        AMENDMENT
TO

        SENIOR
SECURED CONVERTIBLE NOTE

         

        This
AMENDMENT TO SENIOR SECURED CONVERTIBLE NOTE (this “Amendment”), is dated
as of February 1, 2010 and effective as of December 31, 2009, to the Senior
Secured Convertible Note, dated June 18, 2009 (the “Note”), from Advaxis,
Inc., a Delaware corporation (the “Borrower”), to Gem
Partners, L.P., a Delaware limited partnership (the “Holder”), is made by
and between the Borrower and the Holder, and, for purposes of Section 2 hereof,
Thomas A. Moore.  Capitalized terms used but not defined herein shall
have the meanings assigned to such terms in the Note.

         

        WITNESSETH:

         

        WHEREAS,
the Borrower has issued the Note to the Holder in the initial principal amount
of $500,000;

         

        WHEREAS,
the Note is due and payable on December 31, 2009, subject to the grace periods
set forth in the Note;

         

        WHEREAS,
the Borrower has requested that the Holder agree, together with other holders of
the Borrower’s indebtedness issued pursuant to the Note Purchase Agreement,
dated as of June 18, 2009 (the “Other Notes”), to extend the maturity date of
the Notes (and in the case of such other holders, the Other Notes);
and

         

        WHEREAS,
the Holder has agreed to such amendment, subject to the terms and conditions set
forth in this Amendment.

         

        NOW,
THEREFORE, in consideration of the rights and obligations contained herein, and
for other good and valuable consideration, the adequacy of which is hereby
acknowledged, the parties agree as follows:

         

        Section
1.                      Amendments to
Note.  Subject to the effectiveness of this Amendment, the Note
is amended as follows:

         

        (a)        
    The term “Maturity Date” in the Note is hereby amended
to mean February 16, 2010.

         

        (b)         
   In consideration for the amendments set forth herein, the
Borrower has agreed to pay to the Holder a fee equal to 5% of the principal
amount outstanding under the Note on the date hereof ($25,000), which payment is
to be made upon payment in full of the Note.  To evidence such
obligation, a new Section 1.5 is hereby added to the Note as
follows:

         

        “1.5           Fee on
Maturity.  On the Maturity Date, or if earlier, the date of
payment in full of this Note, the Borrower shall pay to the Holder an additional
amount equal to $25,000.”

         

        (c)         
   A new Section 1.6 is hereby added to the Note as
follows:

         

        
          
             


          

          
            1

            
              

            

          

          
             


          

        


        “1.6           Mandatory Pre-Payment of
Certain Principal.  Within (1) business day of the execution
and effectiveness hereof, the Borrower shall pay to the Holder or order, without
demand, the sum of $88,235, which amount constitutes the Original Issue Discount
on the Note.  Failure to pay such amounts shall be deemed an immediate
Event of Default hereunder, permitting immediate acceleration of all amounts
hereunder, subject to no grace period under Section 1.1 hereof, and no notice
requirements or other cure periods hereunder.  Upon payment of such
Original Issue Discount amount, the principal outstanding under this Note shall
consist of the original $500,000 plus the fee set
forth in Section 1.5 hereof.”

         

        (d)        
    A new Section 1.7 is hereby added to the Note as
follows:

         

        “1.7           Interest upon Failure to
Pay.  If Borrower fails to pay the full amount of all sums due
under this Note (including the fee set forth in Section 1.5 hereof) on or prior
to the Maturity Date, then interest (“Default Interest”) shall accrue on the
unpaid portion of any such amount at the Default Rate until all such amounts,
plus Default Interest, are paid in full.  “Default Rate” means the
lower of (A) 24.99% per annum or (B) the highest amount of interest permitted
under applicable law.”

         

        (e)            
A new Section 2.4 is hereby added to the Note as follows:

         

        “2.4           Conversion on an Event of
Default.  Upon the Maturity Date or the occurrence of an Event
of Default, the Holder shall have the option, but shall not be required, at any
time and from time to time thereafter, 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 unpaid Principal Amount of the
Note plus all accrued and unpaid interest thereon and the fee referred to in
Section 1.5 above that the Holder elects to convert and (B) the denominator of
which is the lesser of (i) 50% of the average VWAP per share for the 5
consecutive Trading Days immediately preceding December 28, 2009 and (ii) 50% of the VWAP
per share of the Common Stock on the five (5) consecutive Trading Days
immediately preceding the date of the notice of conversion; provided, however, that
notwithstanding anything contained herein or otherwise, in no event shall the
denominator be less than $0.17 per share.  The Company shall use its
commercially reasonable efforts to ensure the availability of Rule 144 to the
Investors with regard to the Underlying Securities, including compliance with
Rule 144(c)(1) if such requirement is applicable to sales pursuant to Rule 144
at the time of such sales.  Any conversion of the Note shall be
governed by the terms and conditions set forth on Annex A hereto.  For
the avoidance of doubt, in the event that this Note is repaid prior to the
Maturity Date, this Section 2.4 shall not be applicable. ”

         

        (f)          
  A new Annex A shall be added to the Note substantially in the form
attached hereto as Annex A.

         

        (g)            Section
1.4 of the Note is hereby amended and restated in its entirety as
follows:

         

        “1.4
No Senior Debt;
Issuance of Other Notes   So long as any portion of this
Note is outstanding, the Borrower will not directly or indirectly enter into,
create, incur, assume or suffer to exist any indebtedness or liens of any kind
(other than indebtedness and liens in favor of the Holder), on or with respect
to any of its property or assets now owned or hereafter acquired or any interest
therein or any income or profits therefrom, other than the Other Notes issued on
or about June 18, 2009, as amended, unless (i) such indebtedness is not senior
to or pari passu with, in any respect, the Company's obligations under this Note
or the Other Notes, (ii) such indebtedness does not permit any payment in
respect thereof, whether interest, principal, or fees, whether upon
acceleration, scheduled payment or otherwise, until the prior payment in full of
the Notes and the Other Notes and (iii) any such liens are expressly subordinate
to the liens securing the Notes and the Other Notes.  Further, the net
proceeds (after giving effect to any costs and expenses incurred in connection
with any such transaction) of any sale of securities pursuant to Preferred Stock
Purchase Agreement dated September 24, 2009 by and between Optimus Capital
Partners, LLC and the Borrower or any other equity line of credit entered into
while this Note is outstanding shall be applied on the Maturity Date to repay
amounts outstanding under this Note and the Other Notes on a pro rata basis
(based on the amount then due and owing thereunder).

         

        
          
             


          

          
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        (h)           A
new Section 1.5 is hereby added to the Note as follows:

         

        1.5           No Payments on Insider
Indebtedness.  For so long as any amounts due and owing under
this Note are outstanding, the Borrower shall make no payment in respect of any
indebtedness originally issued to or held by Thomas A. Moore and/or any
affiliate or family member of Thomas A. Moore (the “Insider Debt”), whether
principal, interest, fees or charges, whether upon regularly scheduled payments,
acceleration, maturity or otherwise.  The Borrower covenants that all
such indebtedness has been amended to set forth on the face thereof a reference
to the terms of this Section 1.5 and that any subsequent holder of such
indebtedness shall take such indebtedness on notice of the payment limitations
set forth in this Section 1.5.  The limitations set forth in this
Section 1.5 are in addition to any limitations on payment of the Insider Debt
set forth in the Subordination Agreement, dated as of June 18, 2009, and that no
“Permitted Payments” shall be made or accepted, notwithstanding the provisions
of such Subordination Agreement, until payment in full of the Notes and the
Other Notes.  To the extent there exists any conflict between the
terms of this Section 1.5 and said Subordination Agreement, the terms of this
Section 1.5 shall control.  Notwithstanding the foregoing, the
foregoing limitations shall not prohibit (and the Company shall be permitted to
pay to) any deferred salary currently owed to Thomas A. Moore (approximately
$55,000) and any future salary or other amounts payable to Thomas A. Moore
relating to his employment by the Company at a salary previously disclosed in
filings with the Securities and Exchange Commission and in a manner consistent
with past practice.

         

        (i)           Section
2.1(b) of the Note is hereby deleted in its entirety.

         

        Section
2.                      Acknowledgement of
Subordination.  Thomas A. Moore, by executing below, hereby
acknowledges, agrees and consents to the provisions set forth in 1(h) above, and
agrees that any payment received by him in respect of the Insider Debt shall, at
all times when the Note is outstanding, by held by him in trust for the benefit
of the Holder and the holders of the Other Notes, and promptly remitted by him
to the Holder and the holders of the Other Notes for application (on a pro rata
basis, based on the amounts then outstanding) to amounts due under the Notes and
the Other Notes.  Since the date of original issuance of the Note, no
Insider Debt has been sold or otherwise transferred by Moore, and he hereby
covenants not to transfer the same unless the transferee shall have acknowledged
the limitations on payment set forth herein, in the Note and it the
Subordination Agreement.

         

        
          
             


          

          
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        Section
3.                      Fees;
Warrants.  The Borrower hereby agrees to issue to the Holder
the warrant to purchase 588,235 shares of Common Stock of the Borrower in
substantially the form attached hereto as Exhibit A and to
amend and restate the Common Stock Purchase Warrant entered into in connection
with the Note into substantially the form attached hereto as Exhibit
B.  On signing, and prior to the effectiveness hereof, the
Borrower has transferred to the account identified on Exhibit C hereto,
$5,000 as payment for legal fees and expenses incurred by the Holder in
connection with this Amendment.

         

        Section
4.                      Effectiveness.  This
Amendment shall become effective upon satisfaction of each of the following
conditions: (a) the signatures of the parties hereto, (b) the Borrower’s
compliance with the provisions of Section 3 hereof, and (c) the Borrower
providing evidence, in form and substance satisfactory to the Holder, that the
holders of at least 80% of the principal amount of the Notes and the Other Notes
have executed amendment documents in form and substance substantially similar to
this Amendment (with appropriate and pro rata adjustments to warrant numbers and
dollar amounts).  Upon the effectiveness hereof, and by amending the
Note hereby, the Holder acknowledges that no Event of Default exists or is
continuing as a result of the Borrower’s to failure to pay the principal amount
at the original Maturity Date.

         

        Section
5.                      Equal
Treatment.  It is the intention of the parties that the Holder
and the holders of the Other Notes be treated on an equivalent
basis.  Consequently, the Borrower covenants and agrees not to make
any payment or extend any consideration to any holder of the Other Notes unless
the equivalent payment or consideration is extended to the Holder on a pro rata
basis based on the amount of Notes and other Notes then outstanding (except in
connection with any non-pro rata payment of the Note or the Other Notes
resulting from the respective differing maturities thereof, it being understood
and agreed that certain Other Notes may mature on February 16, 2010 and certain
Other Notes may mature on March 16, 2010).   The Holder
acknowledges that the holders of Other Notes have been offered to amend their
notes on substantially similar terms with the following material modifications
and the Holder acknowledges that such a transaction would constitute treatment
on an equivalent basis and not violate this Section 5: (a) a maturity date of
March 16, 2010; (b) a fee on Maturity similar to Section 1 of this Amendment
(with appropriate pro rata adjustment based on principal amounts); and (c)
warrants to purchase 2 shares of common stock for each dollar of principal
amount extended on a form of warrant otherwise substantially similar to the form
set forth herein (to the extent the maturity date of such Other Note is extended
to March 16, 2010).

         

        Section
6.                      Entire
Agreement.  This Amendment constitutes the entire agreement of
the parties hereto with respect to the subject matter hereof and supersedes all
prior agreements and undertakings, both written and oral, between the Borrower
and the Holder with respect to the subject matter hereof.  Except as
amended by this Amendment, the Note shall continue in full force and effect and
the collateral and other security granted to secure the Company’s obligations
under the Note shall continue to secure such obligations under the Note as
amended hereby.

         

        
          
             


          

          
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        Section
7.                      Counterparts.  This
Amendment may be executed and delivered (including by facsimile and portable
document format (pdf) transmission) in one or more counterparts, and by the
different parties hereto in separate counterparts, each of which when executed
shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement.

         

        Section
8.                      Governing
Law.  This Amendment shall be governed by and construed in
accordance with, the laws of the State of New York.

         

        [SIGNATURES
ON THE FOLLOWING PAGE]


        
          
             


          

          
            5

            
              

            

          

          
             


          

        


        IN
WITNESS WHEREOF, the Borrower and the Holder have caused this Amendment to be
executed by as of the date first written above by their respective officers
thereunto duly authorized.

         

        
          	 	 	 
	 	 	 
	 	
                  ADVAXIS,
      INC.

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	
                  /s/
      Thomas A. Moore

                	 
	 	 	
                  Name:
      Thomas
      A. Moore

                	 
	 	 	
                  Title:
      Chief Executive Officer

                	 
	 	 	 	 
	 	 	 	 
	 	
                  

                    GEM
      PARTNERS, L.P.

                  

                	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Daniel Lewis	 
	 	 	Name:
      Daniel Lewis	 
	 	 	Title:
      Managing Partner	 
	 	 	 	 
	 	 	 	 
	 	
                  

                    For
      purposes of Section 2 hereof:

                  

                	 
	 	 	 	 
	 	 	 	 
	 	 	
                  /s/
      Thomas A. Moore

                	 
	 	 	

                  Thomas
      A. Moore

                	 


        

         

        
          
             


          

          
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        Annex A:

        


        Conversion
Terms

        


        Conversions
of this Note pursuant to Section 2.4 hereof are subject to the following terms
and conditions:

        


        Section
1.1       Conversion
Option.  At any time and from time to time on or after the date
hereof (the “Issuance Date”), upon and after the occurrence of an Event of
Default, and/or on and after the Maturity Date, this Note shall be convertible
(in whole or in part), at the option of the Holder (the “Conversion Option”),
into such number of fully paid and non-assessable shares of Common Stock (the
“Conversion Rate”) as is determined by dividing (x) that portion of the
outstanding principal balance plus any accrued but unpaid interest under this
Note as of such date that the Holder elects to convert by (y) the Conversion
Price (as defined in Section 1.2 hereof) then in effect on the date on which the
Holder faxes a notice of conversion (the “Conversion Notice”), duly executed, to
the Borrower (facsimile number 732-545-1590, Attn.: Thomas A. Moore) (the
“Voluntary Conversion Date” or “Conversion Date”), in the form attached hereto,
provided, however, that the
fixed Conversion Price set forth in Section 1.2 below shall be subject to
adjustment as described in Section 1.5 below.  The Holder shall
deliver this Note to the Borrower at the address set forth in this Note at such
time that this Note is fully converted.  With respect to partial
conversions of this Note, the Borrower shall keep written records of the amount
of this Note converted as of each Conversion Date.

         

        Section
1.2       Conversion
Price.  The term “Conversion Price” shall mean the lesser of
(i) 50% of the average VWAP per share for the 5
consecutive Trading Days immediately preceding December 28, 2009, and (ii) 50%
of the average of the five Trading Day trailing VWAP preceding the Conversion
Date; provided,
however, that
notwithstanding anything contained herein or otherwise, in no event shall the
Conversion Price be less than $0.17 per share.  “Trading Day” means a
business day on which it is reported that the Common Stock is traded on the OTC
Bulletin Board or the “pink sheets.”  “VWAP” means, for any date, (i)
the daily volume weighted average price of the Common Stock for such date on the
OTC Bulletin Board as reported by Bloomberg Financial L.P. (based on a Trading
Day from 9:30 a.m. Eastern Time to 4:02 p.m. Eastern Time); (ii) if the Common
Stock is not then listed or quoted on the OTC Bulletin Board and if prices for
the Common Stock are then reported in the “Pink Sheets” published by the Pink
Sheets, LLC (or a similar organization or agency succeeding to its functions of
reporting prices), the most recent bid price per share of the Common Stock so
reported; or (iii) in all other cases, the fair market value of a share of
Common Stock as determined by an independent appraiser selected in good faith by
the Holder and reasonably acceptable to the Borrower.

         

        Section
1.3       Mechanics of
Conversion.

         

        (a)           Not
later than three (3) Trading Days after any Conversion Date, the Borrower or its
designated transfer agent, as applicable, shall issue and deliver to the
Depository Trust Company (“DTC”) account on the
Holder’s behalf via the Deposit Withdrawal Agent Commission System (“DWAC”) as specified
in the Conversion Notice, registered in the name of the Holder or its designee,
for the number of shares of Common Stock to which the Holder shall be
entitled.  In the alternative, not later than three (3) Trading Days
after any Conversion Date, the Borrower shall deliver to the applicable Holder
by express courier a certificate or certificates representing the number of
shares of Common Stock being acquired upon the conversion of this Note (the
“Delivery
Date”).  Notwithstanding the foregoing to the contrary, the
Borrower or its transfer agent shall only be obligated to issue and deliver the
shares to the DTC on the Holder’s behalf via DWAC (or certificates free of
restrictive legends) if such conversion is in connection with a sale and the
Holder has complied with the applicable prospectus delivery requirements (as
evidenced by documentation furnished to and reasonably satisfactory to the
Borrower).  If in the case of any Conversion Notice such certificate
or certificates are not delivered to or as directed by the applicable Holder by
the Delivery Date, the Holder shall be entitled by written notice to the
Borrower at any time on or before its receipt of such certificate or
certificates thereafter, to rescind such conversion, in which event the Borrower
shall immediately return this Note tendered for conversion, whereupon the
Borrower and the Holder shall each be restored to their respective positions
immediately prior to the delivery of such notice of revocation, except that any
amounts described in Sections 1.3(b) and (c) shall be payable through the date
notice of rescission is given to the Borrower.  The Company shall use
its commercially reasonable efforts to ensure the availability of Rule 144 to
the Investors with regard to the Underlying Securities, including compliance
with Rule 144(c)(1) if such requirement is applicable to sales pursuant to Rule
144 at the time of such sales.

         

        
          
             


          

          
            A-1

            
              

            

          

          
             


          

        


        (b)           The
Borrower understands that a delay in the delivery of the shares of Common Stock
upon conversion of this Note beyond the Delivery Date could result in economic
loss to the Holder.  If the Borrower fails to deliver to the Holder
such shares via DWAC (or, if applicable, certificates) by the Delivery Date, the
Borrower shall pay to such Holder, in cash, an amount per Trading Day for each
Trading Day until such shares are delivered via DWAC or certificates are
delivered (if applicable), together with interest on such amount at a rate of
10% per annum, accruing until such amount and any accrued interest thereon is
paid in full, equal to the greater of (A) (i) 1% of the aggregate principal
amount of the Notes requested to be converted for the first five (5) Trading
Days after the Delivery Date and (ii) 2% of the aggregate principal amount of
the Notes requested to be converted for each Trading Day thereafter and (B)
$2,000 per day (which amount shall be paid as liquidated damages and not as a
penalty).  Nothing herein shall limit a Holder’s right to pursue
actual damages for the Borrower’s failure to deliver certificates representing
shares of Common Stock upon conversion within the period specified herein and
such Holder shall have the right to pursue all remedies available to it at law
or in equity (including, without limitation, a decree of specific performance
and/or injunctive relief).  Notwithstanding anything to the contrary
contained herein, the Holder shall be entitled to withdraw a Conversion Notice,
and upon such withdrawal the Borrower shall only be obligated to pay the
liquidated damages accrued in accordance with this Section 1.3(b) through the
date the Conversion Notice is withdrawn.

         

        (c)             In
addition to any other rights available to the Holder, if the Borrower fails to
cause its transfer agent to transmit via DWAC or transmit to the Holder a
certificate or certificates representing the shares of Common Stock issuable
upon conversion of this Note on or before the Delivery Date, and if after such
date the Holder is required by its broker to purchase (in an open market
transaction or otherwise) shares of Common Stock to deliver in satisfaction of a
sale by the Holder of the shares of Common Stock issuable upon conversion of
this Note which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the
Borrower shall (1) pay in cash to the Holder the amount by which (x) the
Holder’s total purchase price (including brokerage commissions, if any) for the
shares of Common Stock so purchased exceeds (y) the amount obtained by
multiplying (A) the number of shares of Common Stock issuable upon conversion of
this Note that the Borrower was required to deliver to the Holder in connection
with the conversion at issue times (B) the price at which the sell order giving
rise to such purchase obligation was executed, and (2) at the option of the
Holder, either reinstate the portion of the Note and equivalent number of shares
of Common Stock for which such conversion was not honored or deliver to the
Holder the number of shares of Common Stock that would have been issued had the
Borrower timely complied with its conversion and delivery obligations
hereunder.  For example, if the Holder purchases Common Stock having a
total purchase price of $11,000 to cover a Buy-In with respect to an attempted
conversion of shares of Common Stock with an aggregate sale price giving rise to
such purchase obligation of $10,000, under clause (1) of the immediately
preceding sentence the Borrower shall be required to pay the Holder $1,000. The
Holder shall provide the Borrower written notice indicating the amounts payable
to the Holder in respect of the Buy-In, together with applicable confirmations
and other evidence reasonably requested by the Borrower.  Nothing
herein shall limit a Holder’s right to pursue any other remedies available to it
hereunder, at law or in equity including, without limitation, a decree of
specific performance and/or injunctive relief with respect to the Borrower’s
failure to timely deliver certificates representing shares of Common Stock upon
conversion of this Note as required pursuant to the terms hereof.

         

        
          
             


          

          
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        Section
1.4       Ownership Cap and Certain
Conversion Restrictions.

         

        Notwithstanding
anything to the contrary set forth herein, at no time may the Holder convert all
or a portion of this Note if the number of shares of Common Stock to be issued
pursuant to such conversion would exceed, when aggregated with all other shares
of Common Stock owned by the Holder at such time, the number of shares of Common
Stock which would result in the Holder beneficially owning (as determined in
accordance with Section 13(d) of the Exchange Act and the rules thereunder) more
than 4.9% of all of the Common Stock outstanding at such time; provided, however, that upon
the Holder providing the Borrower with sixty-one (61) days notice (the “Waiver Notice”) that
the Holder would like to waive this Section 1.4(a) with regard to any or all
shares of Common Stock issuable upon conversion of this Note, this Section
1.4(a) will be of no force or effect with regard to all or a portion of the Note
referenced in the Waiver Notice.

         

        Section
1.5       Adjustment of Conversion
Price.

         

        (a)           No
Impairment.  The Borrower shall not, by amendment of its
Articles of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the Borrower, but will at all
times in good faith, assist in the carrying out of all the provisions of this
Section 1.5 and in the taking of all such action as may be necessary or
appropriate in order to protect the Conversion Rights of the Holder against
impairment.  In the event a Holder shall elect to convert any Notes as
provided herein, the Borrower cannot refuse conversion based on any claim that
such Holder or any one associated or affiliated with such Holder has been
engaged in any violation of law, violation of an agreement to which such Holder
is a party or for any reason whatsoever, unless, an injunction from a court, or
notice, restraining and or adjoining conversion of all or of said Notes shall
have issued and the Borrower posts a surety bond for the benefit of such Holder
in an amount equal to one hundred thirty percent (130%) of the amount of the
Notes the Holder has elected to convert, which bond shall remain in effect until
the completion of arbitration/litigation of the dispute and the proceeds of
which shall be payable to such Holder (as liquidated damages) in the event it
obtains judgment.

        



        
          
             


          

          
            A-3

            
              

            

          

          
             


          

        


        (b)           Issue
Taxes.  The Borrower shall pay any and all issue and other
taxes, excluding federal, state or local income taxes, that may be payable in
respect of any issue or delivery of shares of Common Stock on conversion of this
Note pursuant thereto; provided, however, that the
Borrower shall not be obligated to pay any transfer taxes resulting from any
transfer requested by the Holder in connection with any such
conversion.

         

        (c)           Fractional
Shares.  No fractional shares of Common Stock shall be issued
upon conversion of this Note.  In lieu of any fractional shares to
which the Holder would otherwise be entitled, the Borrower shall pay cash equal
to the product of such fraction multiplied by the average of the Closing Bid
Prices of the Common Stock for the five (5) consecutive Trading Days immediately
preceding the Conversion Date.

         

        (d)           Reservation of Common
Stock.  The Borrower shall at all times when this Note shall be
outstanding, reserve and keep available out of its authorized but unissued
Common Stock at least one hundred twenty percent (120%) of the number of shares
of Common Stock for which this Note and all interest accrued thereon are at any
time convertible.  The Borrower shall, from time to time in accordance
with Delaware law, increase the authorized number of shares of Common Stock if
at any time the unissued number of authorized shares shall not be sufficient to
satisfy the Borrower’s obligations under this Section 1.5(d).

         

        (e)           ­Regulatory
Compliance.  If any shares of Common Stock to be reserved for
the purpose of conversion of this Note or any interest accrued thereon require
registration or listing with or approval of any governmental authority, stock
exchange or other regulatory body under any federal or state law or regulation
or otherwise before such shares may be validly issued or delivered upon
conversion, the Borrower shall, at its sole cost and expense, in good faith and
as expeditiously as possible, endeavor to secure such registration, listing or
approval, as the case may be.  The Borrower will provide, at the
Borrower’s expense, such legal opinions in the future as are reasonably
necessary for the issuance and resale of the Common Stock issuable upon
conversion of the Note and exercise of any warrants issued to the Holder
pursuant to an effective registration statement, Rule 144 under the 1933 Act or
an exemption from registration.  In the event that Common Stock is
sold in a manner that complies with an exemption from registration, the Borrower
will promptly instruct its counsel (at its expense) to issue to the transfer
agent an opinion permitting removal of the legend.

        


        Section
1.6       No Rights as
Shareholder.  Nothing contained in this Note shall be construed
as conferring upon the Holder, prior to the conversion of this Note, the right
to vote or to receive dividends or to consent or to receive notice as a
shareholder in respect of any meeting of shareholders for the election of
directors of the Borrower or of any other matter, or any other rights as a
shareholder of the Borrower.


        
          
             


          

          
            A-4

            
              

            

          

          
             


          

        


        FORM
OF

         

        NOTICE OF
CONVERSION

         

        (To be
Executed by the Registered Holder in order to Convert the Note)

         

        The
undersigned hereby irrevocably elects to convert $ ________________ of the
principal amount of the above Note No. ___ into shares of Common Stock of
Advaxis, Inc. (the “Borrower”) according to the conditions hereof, as of the
date written below.

         

        Date of
Conversion
_________________________________________________________

         

        Applicable
Conversion Price __________________________________________________

         

        Number of
shares of Common Stock beneficially owned or deemed beneficially owned by the
Holder on the Date of Conversion: _________________________

         

        Signature___________________________________________________________________

         

        [Name]

         

        Address:__________________________________________________________________

         

        _______________________________________________________________________

         


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        Exhibit
A

        


        Form of Common Stock
Purchase Warrant

        



        
          
             


          

          
             


            
              

            

          

          
             


          

        


        Exhibit
B

        


        Form of Amended and
Restated

        Common Stock Purchase
Warrant


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        Exhibit
C

        


        Trust Wire
Instructions