Exhibit 10.10

                        Government Funding Fee Agreement


This Agreement ("Agreement") is made and entered into as of the 5 day of April,
2004 between David Carpi (the "Finder") and Advaxis, Inc. (the "Company").

      1.    Background: Finder believes he may be able to arrange for Company
            government funded clinical studies for LM LLO E7 or other Advaxis
            products so as to minimize Advaxis' cash burn rate in demonstrating
            the potential of the Listeria system with LM LLO E7 or other Advaxis
            products in human phase I clinical trials and in clinical trials of
            cervical cancer or other cancers. The parties have agreed that
            Finder will attempt to assist Company in obtaining such government
            funding ("Government Clinical Trial Sponsorship") for Clinical
            Trials to be conducted for the Company (such clinical trials testing
            Company products or constructs and sponsored by government through
            the efforts of Finder: " Government Sponsored Clinical Trial").

      2.    Equity Compensation: If Finder successfully arranges Government
            Sponsored Clinical Trial, Company shall grant Finder a non qualified
            common stock option grant with that number of common stock option
            equal to (a) 4% (four percent) of the Economic Value of the
            Government Clinical Trial Sponsorship divided by (b) $100. The
            options are exercisable at $100 per share. For purpose of this
            agreement, "Economic Value" of Government Clinical Trial Sponsorship
            will be determined according to a formula specified in Exhibit A.
            The grant will be made upon final formal approval of the Government
            Clinical Trial Sponsorship. The terms of Company's option plan for
            outside consultants shall apply, however once the options are
            granted, the Consultant will have no requirement to exercise the
            options if the Consulting arrangement is terminated and the
            Consultant will be free to exercise these options at his discretion
            regardless of any ongoing relationship with Advaxis. For example: if
            Finder arranges Government Clinical Trial Sponsorship for a Phase II
            study, with 50 patients with outpatient settings, the Economic Value
            per Exhibit A shall be $1,100,000. In that case, Finder shall
            receive 440 options exercisable at $100 per share. On a post 100:1
            split basis this will be 44,000 options at $1.00 per share.

      3.    Exclusion of other transactions: It is hereby agreed and understood
            that this agreement covers only Government Clinical Trial
            Sponsorship obtained directly through the efforts of Finder and will
            not entitle Finder to receive any fees in connection with any other
            funding or transactions including but not limited to : (a) equity or
            debt financing of any type, (b) NIH grants obtained by or applied
            for by Company directly or with its partners, (c) joint ventures,
            licensing, vendor financing, (d) mergers, acquisition, sale of
            assets (e) clinical studies conducted by Approved Investors and
            funded by Company, or (f) sale of securities of any kind by Company
            (g) government manufacturing process development and pre clinical
            and toxicology support under the NIH and/or RAID program.

      4.    Term: This agreement will expire on April 5, 2005 and thereafter
            will renew on a month-to-month basis unless cancelled in writing by
            either party. Upon termination or non-renewal of this agreement
            Consultant will maintain a list of Investigators that will be
            approached to conduct these trials, provided however that such
            Investigators are pre

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            approved by Company in writing, in advance. Exhibit B, as amended
            from time to time, in writing, contains the list of Company approved
            Investigators ("Approved Investigators").

      5.    Post termination government sponsored clinical studies: If any such
            Approved Investigator agrees to conduct government sponsored
            clinical studies with an Advaxis product within six months of
            termination of this Agreement, and such Government Clinical Trial
            Sponsorship is obtained by Company, then Finder shall be entitled to
            full compensation as set out in section 2 upon the final written
            approval of Government Clinical Trial Sponsorship.

      6.    Subsequent clinical trial sponsorship: If consultant is successful
            in arranging a phase I Government Clinical Trial Sponsorship as
            specified in this agreement, then subsequent Government Sponsored
            Clinical Trials with the same Approved Investigators testing the
            same product or construct will be subject to the terms of this
            agreement provided that: (a) such subsequent Government Sponsored
            Clinical Trial is approved by the government and initiated within 12
            months of the completion of any previous clinical trial covered
            under this agreement, and (b) such subsequent Government Clinical
            Trial Sponsorship is obtained directly through current or previous
            efforts of Finder. For the purpose of clarity, this paragraph is
            designed to enable the Finder to receive fair compensation for
            obtaining Government Sponsored Clinical Trial for phase I trials and
            subsequent trials should the phase I trials be completed
            successfully and subsequent phase I, II, and III trials proceed in a
            natural progression as a result of the Finders work in establishing
            initial government funding for the initial phase I program.

      7.    Entire agreement; dispute: This Agreement constitutes the entire
            agreement between the parties with respect to the subject matter
            hereof. This Agreement may not be amended, modified or waived,
            except in writing signed by both parties. This Agreement may be
            executed in counterparts. Should a dispute arise between the parties
            under or relating to this Agreement, each party agrees that prior to
            initiating any formal proceeding against the other (except when
            injunctive relief is appropriate), the parties will each designate a
            representative for purposes of resolving the dispute. If the
            parties' representatives are unable to resolve the dispute within
            ten business days, the dispute shall be settled by mediation and
            then, if necessary, by arbitration under the then-current commercial
            arbitration rules of the American Arbitration Association. The
            location of the proceeding shall be Princeton, NJ. Judgment upon any
            award rendered by the arbitrator may be entered by any State or
            Federal court having jurisdiction thereof.

      8.    Assignment. This Agreement may not be assigned by any party without
            written consent

      9.    Non Exclusive. The Company may from time to time: (i) engage other
            persons and entities to act as consultants to the Company and
            perform services for the Company, including services that are
            similar to the ones described herein; and (ii) enter into agreements
            similar to this Agreement with other persons or entities, in all
            cases without the necessity of obtaining approval from Consultant.



            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be

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duly executed on the day of the year first above written.



ADVAXIS, INC.                            FINDER


By: /s/ J. Todd Derbin                   By: /s/ David Carpi
   -------------------------------          -------------------------------
Name:                                    Name:
Title:


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                                    Exhibit A
               Economic Value of Government Sponsored Clinical Trials

Phase I

Fixed costs

Biostatistic Analyses             $300,000
Pharmacokinetic Analyses          $150,000

Variable costs
Cost per patient if outpatient    $ 10,000
Cost per patient if inpatient
or extended stay/observation      $ 14,000

Total cost 450,000 plus number of enrolled patients X 10,000 or 14,000 dependent
on type of study.


Phase II trials (about 30 to 50 patients)

Fixed costs

Biostatistic Analyses             $400,000
Pharmacokinetic Analyses          $200,000

Variable costs
Cost per patient if outpatient    $ 10,000
Cost per patient if inpatient
or extended stay/observation      $ 14,000

Total cost 600,000 plus number of enrolled patients X 10,000 or 14,000 dependent
on type of study.


Phase III trials (about 300-400 patients)

Fixed costs

Biostatistic Analyses             $700,000
Pharmacokinetic Analyses          $400,000

Variable costs
Cost per patient if outpatient    $ 10,000
Cost per patient if inpatient
or extended stay/observation      $ 14,000

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Total cost 1,100,000 plus number of enrolled patients times $10,000 or $14,000
dependent on type of study.




                                    Exhibit B

                             Approved Investigators

JEFFERY WEBER
UNIVERSITY OF SOUTHERN CALIFORNIA

CORNELIA TRIMBLE
JOHNS HOPKINS UNIVERSITY

PHILIP DISAIA
NCI