Unassociated Document


    THE
      INVESTOR RELATIONS GROUP INC.

    LETTER
      OF AGREEMENT

    Date:
      September 27, 2005

    


    


    Section
      1. Services
      to be Rendered. The
      purpose of this letter is to set forth the terms and conditions on which The
      Investor Relations Group, Inc. (IRG) agrees to provide Advaxis Inc. (the
“Company”) investor relations and public relations services. These services may
      include, but are not limited to: overall management of the corporate
      communications program; designing a corporate fact sheet that can readily be
      mass produced for distribution to brokers, analysts, and other industry
      personnel; securing one-on-one and group appointments with industry
      professionals for presentations by, for, and about Company management; targeted
      mailings; assistance with compiling promotional materials; writing and editing
      news releases and other corporate materials; advice on packaging the Company
      story; writing pitch letters to and solicitation of the appropriate media and
      press; syndicated stories; and, daily update reports.  

    


    Section
      2. Fees.
      The
      Company shall pay to IRG for its services hereunder including investor relations
      and public relations services a maintenance fee of $ 10,000. per month for
      a
      renewable term of 12 months beginning October 1, 2005. Additionally, for this
      Agreement, the Company agrees to deliver to IRG 200,000 restricted shares.
      issued in the name of The Investor Relations Group, Inc. The shares shall vest
      over an 18 month period as follows:

    33,333
      on
      January 1, 2005

    33,333
      on
      April 1, 2006

    33,333
      on
      July 1, 2006

    33,333
      on
      October 1, 2006

    33,333
      on
      January 1, 2006

    and
      33,335 on April 1, 2007.

     

    If
      either
      party terminates this Agreement prior to the complete vesting of all shares,
      only those shares that have been earned on a pro-rated basis shall be issued.
      

     

    Fees
      are
      payable on or before the 1st day after the beginning of each month which occurs
      during the Engagement Period. Unless other arrangements have been made and
      agreed upon in writing, lack of payment for services rendered by the
      12th
      of the
      month will be considered default of this agreement, and IRG shall be entitled
      to
      cease all services on behalf of the Company until such time as payment in full
      of amounts due is made. IRG’s exclusive remedy for any such default shall be an
      action to recover fees accrued to IRG before ceasing services on behalf of
      the
      Company.   

    


    Section
      3. Expenses.
      In
      addition to all other fees payable to IRG hereunder, the Company hereby agrees
      to reimburse IRG for all reasonable out-of-pocket expenses incurred in
      connection with the performance of services hereunder. These out-of-pocket
      expenses shall include, but are not limited to: telephone, photocopying,
      postage, messenger service, clipping service, maintaining mailing lists,
      information retrieval service, wire services, monitoring advisory service,
      all
      production costs for press releases including paper, envelopes, folding,
      insertion and delivery to the post office, all reasonable travel and
      entertainment expenses, and all reasonable meeting expenses including rental
      of
      audio/visual equipment. No individual expenses over $500 will be expended
      without first notifying the Company. The Company agrees to remit upon the
      signing of this agreement a check for $5,000 to be placed on deposit with IRG
      and credited to the Company against expenses incurred, on a permanent basis,
      throughout the program. From time to time, the Company will replenish the
      expense account as necessary to maintain a balance of $3,500. The balance of
      said deposit is fully refundable should the program terminate. A running invoice
      will be maintained of all expenses incurred and will be submitted to the Company
      each month. 

    


    Section
      4. Indemnification.
      The
      Company and IRG agree to defend, indemnify and hold each other, their
      affiliates, stockholders, directors officers, agents, employees, successors
      and
      assigns (each an "Indemnified Person") harmless from and against any and all
      liabilities, obligations, losses, damages, penalties, actions, judgements,
      suits, costs, expenses and disbursements of any kind whatsoever (including,
      without limitation, reasonable attorneys' fees) arising solely from the
      Company's or IRG's breach of their obligations, warranties and representations
      under this Agreement. It is recognized and agreed by IRG and the Company that
      neither party shall have any liability hereunder to any Indemnified Person
      arising from the other party's intentional negligence or willful misconduct.
      It
      is further agreed that the foregoing indemnity shall be in addition to any
      rights that either party may have at common law or otherwise, including, but
      not
      limited to, any right to contribution.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    Section
      5. Term
      of Agreement and Guarantee of Satisfaction.
      (a) The
      engagement of IRG under the provisions of this agreement shall continue until
      notice of termination is received. (b) The Company may terminate IRGs engagement
      hereunder, with or without cause, immediately at any time during this agreement.
      Any fees accrued to IRG prior to cancellation will be payable immediately.
      (c)
      IRG may terminate its engagement hereunder, with or without cause, at any time
      during this agreement. The obligations of the Company under Sections 4 and
      6
      shall survive termination or breach of this agreement, with or without cause,
      by
      either party. 

    


    Section
      6. Solicitation
      of Employees.
      For a
      period commencing two years after the termination of this Agreement, the Company
      shall not, directly or indirectly: (i) influence or attempt to influence any
      employee of IRG to leave its employ; (ii) agree to aid any competitor or
      customer of IRG in any attempt to hire any person who was employed by IRG within
      the two year period preceding termination of this Agreement; or (iii) solicit
      or
      induce any person who was employed by IRG within the two year period preceding
      the termination of this Agreement to become employed by the Company. The Company
      acknowledges that the restrictions in this section are reasonable and necessary
      for the protection of IRG’s business.

     

    Section
      7. Severability.
      In case
      any provision of this letter agreement shall be invalid, illegal, or
      unenforceable, the validity, legality and enforceability of the remaining
      provisions shall not be affected or impaired thereby.

    


    Section
      8. Consent
      to Jurisdiction.
      This
      Agreement shall be governed and construed in accordance with the laws of the
      State of New York, and the parties hereby consent to the exclusive jurisdiction
      of the State and Federal Courts, located within the City, County and State
      of
      New York to resolve any disputes arising under this Agreement.

    


    Section
      9. Other
      Services.
      If the
      Company desires additional services not included in this agreement, any such
      additional services shall be covered by a separate agreement between the parties
      hereto.

    


    Please
      evidence your acceptance of the provisions of this letter by signing the copy
      of
      this letter enclosed herewith and returning it to The Investor Relations Group
      Inc., 11 Stone Street, 3th
      Floor,
      New York, NY 10004, Attention: Dian Griesel, Ph.D., Chairman &
      CEO.

     

    
      	 	 	 
	 	Very
              truly yours,
	 
 	 
 	 
 
	 	 	 
	 	
              
Dian
              Griesel
	 	Founder
              & Chairman
              
	 	The Investor Relations Group, Inc.
	 	 
	ACCEPTED AND AGREED 	 
	AS OF THE DATE FIRST ABOVE WRITTEN:	 


    

     

    _________________________________________

    


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