ADVAXIS,
      INC

    675
      Route 1, Ste 117

    North
      Brunswick, NJ 08902

    Tel:
      201 750 2347 Fax 801 459 3596

    


    


    February
      9, 2006

    


    


    Fred
      Cobb


    1003
      Farely Rd

    Whitehouse
      Station, NJ 08889

    


    Dear
      Fred,

    


    


    Re:
      Employment Agreement

    


    


    Advaxis,
      Inc. (“Advaxis”
or
      “Company”)
      would
      like to offer you the position of VP Finance with an effective start date of
      February 20, 2006. The following terms and conditions will apply:

    


    


    
      
        	1.	
                Capacity,
                  extent of service:
                  You will be employed by Advaxis or its successors as its VP Finance
                  or
                  other capacity as determined by the President of the Company. This
                  position will report directly to the CFO or CEO of the Company
                  or other
                  person defined by management. You shall be responsible for all
                  finance
                  accounting and back office functions and other projects as defined
                  by the
                  Company’s management from time to time. During your employment hereunder,
                  you shall devote your full business time and your best efforts,
                  business
                  judgment, skill and knowledge to the performance of your duties
                  and
                  responsibilities hereunder. You shall not engage in any other business
                  activity or employment during the term of this
                  Agreement.

              


      

    

    


    
      	2.	
              Effective
                Date .
                The effective date of this Agreement and your employment (the “Effective
                Date”) shall be the day first written above.


            


    

    


    
      	3.	
              Salary:
                your base salary shall be $140,000 per annum which shall be paid
                per the
                payroll practice of the Company. 

            


    

    


    
      	4.	
              Bonus:
                You will participate in the Bonus Program with a potential total
                annual
                discretionary bonus of up to $28,000 (“Bonus”). The Bonus will depend on
                achieving personal and Company milestones and may be paid in cash
                or stock
                at the Company’s discretion. The CEO of the Company will determine the
                milestones.

            


    

     

    
      	5.	
              Benefits:
                In addition to the above you will be entitled to participate in the
                Company’s benefit plan including a 401 (k) plan upon the establishment of
                such plan by the Company and satisfaction of any required vesting
                period.
                In addition, you will have 2 weeks of vacation per year, and 5 unpaid
                sick
                days.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	6.	
              Options:
                You will participate in the Company’s 2005 Stock Option Plan
                (“Plan”)
                upon the approval of such plan by the board of directors and by the
                shareholders of the Company. You shall receive 150,000 (one hundred
                fifty
                thousand) options with a 4-year vesting period, all subject to the
                terms
                and conditions as set in the Plan. 

            


    

    


    
      	7.	
              Non-Competition
                and Non-Solicitation:
                You
                shall not for 18 months following the termination of this agreement
                for
                any reason: (a) directly or indirectly compete with the Company,
                or advise
                or become a partner or a 1% shareholder or employee in a competing
                entity
                (defined as any entity involved in research, development, selling,
                manufacturing or marketing of vaccines or drugs based on Listeria
                Monocytogenes
                or
                Listeriolosyn
                O, PEST or ActA),
                or (b) solicit any clients or customers of the Company for any business
                that is substantially similar to or competitive with the business
                or
                planned business of the Company. You acknowledge and agree that the
                geographic, length of term, and types of activity restrictions contained
                in this Section 7 are reasonable and necessary to protect the legitimate
                business interests of the Company.

            


    

    


    
      	8.	
              Termination:
                Your employment can be terminated by the Company with a 30-day prior
                notice for any reason or for no
                reason.

            


    

    


    Upon
      your
      acceptance, this letter will contain the agreement and understanding between
      you
      and the Company and supersedes any prior or contemporaneous agreements,
      understandings, communications, offers, representations, warranties, or
      commitments by or on behalf of the Company (oral or written).

    


    


    If
      these
      terms are agreeable to you, sign and date the letter in the appropriate space
      at
      the bottom and return it us. 

    


    


    Sincerely,

     

     

    Advaxis,
      Inc

    
      	 	 	 	 
	/s/ Roni
              Appel	 	 	 
	
              

            	 	 	
            
	Name:
              Roni
              Appel
Title: CEO	 	 	 


    

     

     

    I
      understand and accept the terms and conditions of this offer of
      employment.

    
      	 	 	 	 
	/s/ Fred
              Cobb	 	 	
            
	
              

            	 	 	
            
	
              Fred
                Cobb

              Date: 02/17/06