Consultancy
      Agreement

    


    This
      Consultancy Agreement (this “Agreement”)
      is
      entered into as of the 17 day of October, 2005, by and between Freemind Group
      LLC, a Delaware limited liability company with its principal place of business
      at 423 Brookline Avenue # 124 Boston, MA 02215, USA (the “Consultant”),
      and
      Advaxis, Inc, with a principal place of business at 675 Route 1, North
      Brunswick, NJ 08902 (the “Company”).
      Company and Consultant shall hereinafter each be referred to as a "Party,"
      and
      together as the "Parties".

    


    WHEREAS,
      the Company is seeking to prepare and file an SBIR application (or applications)
      for research and development (or other similarly natured) grants from the
      National Institutes of Health, USA or any of its affiliated entities
      ("NIH"),
      whether governmental or private (each such grant, a "NIH
      Grant");
      and


    


    WHEREAS,
      the Consultant has the knowledge, expertise and experience required in assisting
      the Company with the preparation and filing of an NIH Application (as defined
      below) where the purpose of this engagement of Consultant is to obtain an
      approval of NIH Grant for the Company (collectively, the "Purpose");
      and

    


    WHEREAS,
      the Company desires to receive from the Consultant the Services (as defined
      below), and Consultant desires to perform the Services for the Company, in
      accordance with the terms of this Agreement set forth below.

    


    NOW,
      THEREFORE, in consideration of the mutual promises and covenants set forth
      herein, the Parties hereby agree as follows:

     

    1.  Nature
      of the Agreement

     

    	1.1  	
            Consultant's
              Duties.
              In
              performing the Services, Consultant shall have the following duties:
              

          


     

    	1.1.1  	
            Advise
              and assist in identifying the most suitable NIH Grant applicable for
              the
              Company and advise on the best alternatives to apply for such grant,
              in
              the opinion and experience of Consultant;

          


     

    	1.1.2  	
            Assist
              in preparation of a New Application and other NIH Applications, if
              required, and in preparation of a Revised Application, where applicable,
              following rejection of the original application by NIH; Applications
              will
              be in agreement with all rules and regulations of the grantor, including,
              but not limited to, format and content
              requirements.

          


     

    It
      is
      hereby acknowledged and clarified that the duties of the Consultant, as
      specified above, are and shall at all times be limited to the Purpose, and
      Consultant shall in no event be responsible for the draw down process and/or
      usage of the NIH grant funds by the Company.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    	1.2  	
            Company's
              Duties.
              

          


     

    	1.2.1  	
            Company
              undertakes to cooperate with Consultant and provide any assistance
              or
              information required by Consultant in order to provide the
              Services.

          


     

    	1.2.2  	
            Company
              and Consultant will mutually agree on a suitable timetable for preparation
              and delivery of copies of all materials, documents and correspondence
              with
              NIH in respect of a project. 

          


     

    	1.2.3  	
            It
              is agreed that the first such project shall be a submission of a Phase
              II
              grant consistent with a filing date of December 1, 2005 via electronic
              submission. 

          


     

    	1.2.4  	
            Subsequent
              projects shall be consistent with filing dates published by NIH or
              other
              applicable government or grant agencies. 

          


     

    	2.  	
            Consideration.
              As consideration for all the Services provided by the Consultant pursuant
              to Section 1
              above, the Consultant shall be entitled to the following: 

          


     

    	2.1  	
            For
              SBIR Phase I Applications:

          


     

    	2.1.1  	
            Unconditional
              Fees: The Company shall pay to Consultant the following unconditional
              payments, at the times specified below, against an invoice duly issued
              to
              Company:

          


     

    	2.1.1.1  	
            Initial
              payment of US$ 2,500 upon receiving positive indication from NIH on
              each
              summary submitted.

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    	2.1.1.2  	
            Additional
              Payment of US$ 2,500 upon the submission to the NIH of each NIH
              Application (except for a Revised Application, which submission shall
              not
              require additional fees).

          


     

    	2.1.2  	
            In
              the event an SBIR Phase I Project is awarded an NIH Grant, the Company
              will be obligated to submit a Phase II application. This Phase II
              application will be prepared with the assistance of the Consultant.
              Further, If Company does not file a Phase II application within 180
              days
              of the end of the research period as defined in the Phase I grant,
              the
              Company shall pay Consultant a conditional success fee of 7% of the
              grant
              amount. 

          


     

    	2.1.3  	
            There
              shall be no obligation of Company to submit a Phase II application
              pursuant to the completion of the Phase I research
              plan.

          


     

    	2.2  	
            For
              SBIR Phase II Applications:

          


     

    	2.2.1  	
            Unconditional
              Fees: The Company shall pay to Consultant the following unconditional
              payments, at the times specified below, against an invoice duly issued
              to
              Company:

          


     

    	2.2.1.1  	
            Initial
              payment of US$ 2,500 upon initiation of work for each new
              application.

          


     

    	2.2.1.2  	
            Additional
              Payment of US$ 3,500 upon the submission to the NIH of each NIH
              Application (except for a Revised Application, which submission shall
              not
              require additional fees).

          


     

    	2.2.2  	
            Conditional
              Fees:

          


     

    	2.2.2.1  	
            In
              the event an SBIR Phase II Project is awarded an NIH Grant, the Company
              shall pay Consultant a success fee ("Success Fee The amount of Success
              Fee
              shall be calculated as 7% - (seven percent) of the Approved Grant (The
              "Total Federal Award Amount" plus the "Recommended Future Years Total
              Support" as specified in section II of the "Notice of Grant Award"
              issued
              by the NIH to the Principle Investigator) in the first grant, 6.5%
              (six
              and a half percent) in the second grant and 6% (six percent) in the
              third
              or later grant. However, it is hereby clear and acknowledged that such
              Success Fee shall in no event be payable out of the funds comprising
              a
              portion of an NIH Grant.

          


    


    The
      Success Fee shall be calculated on a cumulative basis, taking into account
      any
      funds granted or promised by NIH to the Company and resulting from any and
      all
      NIH Applications in connection with the Project. 

     

    	2.3  	
            For
              SBIR Fast Track Applications:

          


     

    	2.3.1  	
            Unconditional
              Fees. The Company shall pay to Consultant the following unconditional
              payments, at the times specified below, against an invoice duly issued
              to
              Company: 

          


     

    	2.3.1.1  	
            Initial
              payment of US$ 2,000 upon receiving positive indication from NIH on
              each
              summary submitted. 

          


     

    	2.3.1.2  	
            Additional
              payment of US$ 5,000 upon the submission to the NIH of each NIH
              Application (except for a Revised Application, which submission shall
              not
              require additional fees). 

          


     

    	2.3.2  	
            Conditional
              Fees.

          


     

    	2.3.2.1  	
            Success
              Fee. In the event a Project is awarded an NIH Grant, the Company shall
              pay
              Consultant a success fee ("Success Fee"). The amount of Success Fee
              shall
              be calculated as 6% (six percent) of the Approved Grant (The "Total
              Federal Award Amount" plus the "Recommended Future Years Total Support"
              as
              specified in section II of the "Notice of Grant Award" issued by the
              NIH
              to the Principle Investigator) in the first grant, 6.5% (six and a
              half
              percent) in the second grant and 6% (six percent) in the third or later
              grant. However, it is hereby clear and acknowledged that such Success
              Fee
              shall in no event be payable out of the funds comprising a portion
              of an
              NIH Grant. 

          


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    	2.4  	
            The
              Success Fee shall be calculated on a cumulative basis, taking into
              account
              any funds granted or promised by NIH to the Company and resulting from
              any
              and all NIH Applications in connection with the
              Project.

          


     

    	2.4.1  	
            For
              the purpose of this agreement, non-SBIR Applications will be regarded
              as
              SBIR Fast Track Applications. 

          


     

    	2.5  	
            Payment
              Terms.
              Payment of Success Fee will be due for payment in 2 annual installments
              for a 2-year grant, or 3 annual installments, for a 3-year grant or
              a
              longer period grant, each installment payable within 30 days after
              first
              funds are available for withdrawal by the Company from NIH for the
              applicable research year. For example, for a $1,000,000 grant paid
              over 2
              years at the rate of $500,000/year, the success fee shall be paid in
              2
              annual installments of $30,000 each. It is hereby clear and agreed
              by all
              parties that any failure to draw down of funds by the Company will
              not
              derogate from Consultant's entitlement to the appropriate Success Fee
              or
              from the payment terms specified
              hereunder.

          


     

    	2.6  	
            Should
              the Company decide not to continue with the NIH Grant Application writing
              process, after Consultant has already started preparing an application,
              or
              in any event of termination of this Agreement by the Company for any
              reason while Consultant is working on an application, then (i) Company
              will pay (a) 100% of the applicable unconditional fee for such application
              to Consultant less any amount already paid to Consultant if such grant
              or
              agreement termination occurred less than 4 weeks from the applicable
              grant
              deadline, or (b) no additional unconditional fee if such grant or
              agreement termination occurred more than 4 weeks from the applicable
              grant
              deadline; and (ii) in the event Company is eventually entitled to NIH
              Grant on this Project or Similar Projects (projects sharing at least
              two
              of the specific aims with the project which was terminated) at any
              time
              thereafter, Consultant shall be entitled to the full Success Fees (as
              specified above). The payment by the Company of the consideration of
              (i)
              and (ii) above shall be deemed full and final mutually agreed
              compensation

          


     

    3.  Term
      and Termination

     

    	3.1  	
            This
              Agreement shall commence on the date hereof and shall be effective
              for a
              period of twelve (12) months (the “Term
              of the Agreement”).
              The Term of the Agreement may be extended by the mutual written consent
              of
              the parties.

          


     

    	3.2  	
            Termination
              by the Company.
              Company may terminate this Agreement at any time by providing Consultant
              with a 30 (thirty) days prior written notice. Such voluntary termination
              shall be subject to the provisions of Section 3.4
              below.

          


     

    	3.3  	
            Termination
              by Consultant.
              Consultant may terminate this Agreement by providing Company with a
              30
              (thirty) days prior written notice. Consultant shall be entitled to
              cease
              any activity provided by it under this Agreement upon delivery of said
              written notice. In the event that the Consultant, at its sole discretion,
              decides not to proceed with the New Application preparation and/or
              submission for any reason whatsoever, Company shall be entitled to
              a
              refund of the consideration actually paid to Consultant except for
              expenses. 

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    	3.4  	
            Survival.
              The termination of this Agreement shall not affect the Company’s
              obligation to pay the Consultant fees and commissions due pursuant
              to
              Section 2,
              5.2, and 5.5 including a case where the Company terminates this Agreement
              due to a breach or an alleged breach by Consultant of this
              Agreement.

          


     

    	4.  	
            LIMITATION
              OF LIABILITY.
              CONSULTANT WILL IN NO EVENT BE LIABLE TO THE COMPANY FOR ANY SPECIAL,
              INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT,
              TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT CONSULTANT
              HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR
              BREACH.

          


     

    5.  Miscellaneous

     

    	5.1  	
            NO
              GUARANTEE.
              The Services rendered hereunder are rendered without any guarantee
              or
              representation regarding the success or chances of the applications
              to be
              prepared, submitted and/or approved. Both Parties hereto agree that
              Consultant provides the Services hereunder for certain consideration
              to be
              paid solely by Company, but in no event shall Consultant be liable
              for any
              unsuccessful applications, competency, quality or fitness to purpose,
              losses, claims, punitive damages or any other damages Company may suffer
              due to rejection by NIH of any application, failure to comply with
              any
              applicable regulations or instructions, or otherwise in connection
              with
              this Agreement. 

          


     

    	5.2  	
            CONFIDENTIAL
              INFORMATION
              (a) Consultant agrees to maintain in strict confidence all Confidential
              Information (as defined below) provided to, or learned or developed
              by,
              Consultant during the course of Consultant’s performance of the Services.
              Consultant shall not disclose or disseminate any Confidential Information
              to any person or entity, except with the prior written consent of Company.
              In addition, Consultant shall not use or copy any Confidential Information
              for any purpose other than in connection with performance of the Services
              hereunder. (b) The term “Confidential
              Information”
              shall mean all trade secrets, processes, formulae, data and know-how,
              improvements, inventions, chemical or biological materials, techniques,
              marketing plans, strategies, customer lists, or other information that
              has
              been created, discovered, or developed by Company, or has otherwise
              become
              known to Company, or which proper rights have been assigned to Company,
              as
              well as any other information and materials that are deemed confidential
              or proprietary to or by Company (including, without limitation, all
              information and materials of Company’s customers and any other third party
              and their consultants), regardless of whether any of the foregoing
              are
              marked “confidential” or “proprietary” or communicated to Consultant by
              Company in oral, written, graphic or electronic form. (c) Exceptions
              to Confidential Information.
              Notwithstanding the foregoing paragraph, “Confidential Information” shall
              not include any information or materials that: (i) are or become known
              to
              the general public through no act or omission of Consultant or any
              other
              person with an obligation of confidentiality to Company, or (ii) are
              required to be disclosed pursuant to applicable law (provided, however,
              that prior to any disclosure of Confidential Information as required
              by
              applicable law, Consultant shall advise Company of such required
              disclosure promptly upon learning thereof and shall cooperate with
              Company
              in order to afford them a reasonable opportunity to contest or limit
              such
              disclosure). (d) Consultant-Restricted
              Information.
              Consultant agrees that Consultant will not improperly use or disclose
              to
              the Company any proprietary or confidential information or trade secrets
              of any person or entity with whom Consultant has an agreement or duty
              to
              keep such information or secrets confidential (e) Consultant’s
              confidentiality obligation under this agreement shall survive termination
              for any reason.

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    	5.3  	
            Non
              Exclusive:
              This agreement is non exclusive. Company or Consultant at their sole
              discretion may enter into similar agreements with one or several third
              parties.

          


     

    	5.4  	
            Omitted.

          


     

    	5.5  	
            Assignment
              of Inventions:
              Consultant agrees that Consultant will promptly make full written
              disclosure to Company, will hold in trust for the sole right and benefit
              of Company, and hereby assigns, transfers and conveys to Company, or
              its
              designee, all of Consultant’s worldwide right, title, and interest in and
              to any and all inventions, original works of authorship, findings,
              conclusions, data, discoveries, developments, concepts, improvements,
              trade secrets, techniques, processes and know-how, whether or not
              patentable or registerable under copyright or similar laws, which
              Consultant may solely or jointly conceive or develop or reduce to
              practice, or cause to be conceived or developed or reduced to practice,
              in
              the performance of the Services or which result, to any extent, from
              use
              of Company’s premises or property (collectively, the “Inventions”),
              including, without limitation, any and all intellectual property rights
              inherent in the Inventions and appurtenant thereto including, without
              limitation, all patent rights, copyrights, trademarks, know-how and
              trade
              secrets (collectively, “Intellectual
              Property Rights”).
              Consultant acknowledges and agrees that certain of the Inventions (whether
              made solely by Consultant or jointly with others) may be “works made for
              hire,” as that term is defined in the United States Copyright Act, and
              therefore Company would be deemed the owner of such Inventions. For
              purposes of clarification, to the extent any Invention is not a “work made
              for hire,” such Invention would be subject to the assignment in the first
              sentence of this Section.

          


     

    	5.6  	
            Governing
              Law.
              This agreement shall be governed by and construed under the laws of
              the
              State of New York. Any dispute arising from this agreement in the amount
              of up to $50,000 shall be mediated by the parties in good faith by
              a
              mediator determined by a mutual agreement of both parties. If such
              mediation does not lead to successful resolution within 45 days, or
              if the
              disputed amount is greater than $50,000, or in any other dispute, then
              section 5.7 below shall apply.

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    	5.7  	
            Notwithstanding
              the above, any and all disputes arising out of or in connection with
              the
              execution, interpretation, performance, or nonperformance of this
              Agreement or any other certificate, agreement, or other instrument
              between, involving, or affecting the parties (including the validity,
              scope, and enforceability of this arbitration agreement) shall be solely
              and finally settled by a single arbitrator in accordance with the
              Commercial Rules of the American Arbitration Association (the "Rules");
              provided, however, that in the event of a conflict between the Rules
              and
              the terms of this Agreement, the terms of this Agreement shall govern.
              The
              place of arbitration shall be the City of New York, and the law applicable
              to the arbitration procedure shall be the Federal Arbitration Act (9
              USC §
              2).

          


     

    	5.8  	
            To
              commence arbitration of any such dispute, the party desiring arbitration
              shall notify the other party in writing in accordance with the Rules.
              In
              the event that the parties fail to agree on the selection of an arbitrator
              within fifteen (15) days after the delivery of such notice, the
              arbitrator, upon request of either party, shall be selected by the
              American Arbitration Association.

          


     

    	5.9  	
            The
              failure of either party at any time to require the performance by the
              other party of any provision of this Agreement shall not affect in
              any way
              the right to require such performance at any later time, nor shall
              the
              waiver by either party of a breach of any provision hereof be taken
              or
              held to be an implied waiver of that provision.


          


     

    	5.10  	
            In
              the event any provision of this Agreement shall be determined to be
              unenforceable, because it is invalid or in conflict with any law of
              any
              relevant jurisdiction, the validity of the remaining provisions shall
              not
              be affected, and the rights and obligations of the parties shall be
              construed and enforced as if the Agreement did not contain the particular
              provision(s) held to be unenforceable.

          


     

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      day
      and year first above written. 

    


    
      	
              ______________________________

            	
              ______________________________

            
	
              FreeMind
                Group LLC

            	 
	
               

              By:
                Eyal Schmidt

            	
               

              By:
                

            
	
              Title:
                President

            	
              Title: