SECOND
        AMENDMENT TO CONSULTANCY AGREEMENT

      


      THIS
        SECOND AMENDMENT TO CONSULTANCY AGREEMENT is made as of this 31st
        day of
        October, 2005, by and between Advaxis,
        Inc, a Colorado corporation, having a principal place of business at 212
        Carnegie Center, Princeton, NJ (“Company”),
        and
LVEP
        Management, LLC
        with a
        place of business at 111
        River
        Street, 10th
        floor,
        Hoboken, NJ 07030
        (“Consultant”).

       

      WHEREAS,
        Consultant and Company have entered into a Consultancy Agreement for the
        performance by Consultant of certain consulting services on or about January
        19
        2005 (the “Agreement”);
        and

       

      WHEREAS,
        the Agreement has been amended on March 29, 2005; and

       

      WHEREAS,
        Consultant and Company wish to amend Schedule
        B
        and
        certain terms of the Agreement; 

       

      NOW,
        THEREFORE, in consideration of the mutual covenants, terms, and conditions
        hereinafter set forth, and intending to be legally bound, Company and Consultant
        agree as follows:

       

      
        	
              	1.	
                Compensation:
                  Company shall pay Consultant or its assignee or designee the compensation
                  per the attached Amended
                  Schedule B
                  effective as of the Effective Date. The “Effective
                  Date”
                  shall be defined as the earlier of (a) January 1, 2006 or (b) the
                  date in
                  which Todd Derbin shall resign his position as
                  CEO.

              


      

       

      
        	
              	2.	
                Title
                  and reporting:
                  Roni Appel (“Appel”) shall be named President and Chief Executive Officer
                  of the Company, shall manage all company activities and report
                  directly to
                  the board of directors of the Company. It is understood that the
                  Company
                  shall not actively search for a replacing Chief Executive Officer
                  and in
                  any event shall not hire such replacing Chief Executive Officer
                  or absent
                  termination for Cause or termination under Paragraph 4 (b) (below)
                  change
                  the title, reporting relationship or responsibilities of Appel
                  prior to
                  June 30, 2006. After June 30, 2006, Company may hire a Chief Executive
                  Officer and change Appel’s title and responsibilities to a Chief Financial
                  Officer, provided that in such an event (a) Consultant’s assignee’s or
                  designee’s compensation and termination benefits shall return to the level
                  in place as of this date; (b) 25% of the unvested options of Consultant
                  shall immediately become fully vested and exercisable; and (c)
                  in the
                  event that this Agreement is terminated or not renewed for any
                  reason
                  other than for Cause, Consultant’s options shall be exercisable for 9
                  months post the termination date. Only termination for the following
                  shall
                  constitute Termination for “Cause” for purpose of this section 2: (a)
                  Conviction of, or plea of no contest by, Appel in a court of competent
                  jurisdiction of any criminal offense involving dishonesty or breach
                  of
                  trust or any felony or crime of moral turpitude; (b) Willful refusal
                  by
                  Consultant to perform the duties reasonably assigned to Consultant
                  by the
                  board of directors (which duties are consistent with your position
                  with
                  the Company), which failure or breach continues for more than 20
                  days
                  after written notice given to Consultant pursuant to a vote of
                  at least a
                  majority of all of the members of the board of directors, such
                  vote to set
                  forth in reasonable detail the nature of such refusal; (c) Diverting
                  any
                  business opportunity of the Company or its affiliates for Consultant’s own
                  personal gain; or, (d) Materially breaching any provision of this
                  Agreement, which breach is not cured within thirty (30) days after
                  receiving written notice from the board of directors specifying
                  the nature
                  of such breach

              


      

       

      
        	
              	3.	
                Disability.
                  In the event of the Permanent Disability (as defined below) of
                  Consultant,
                  this Agreement may be terminated by the Company. In such event,
                  the
                  Company shall pay Consultant (i) Consultant’s earned but unpaid
                  compensation, pro rata earned bonus and accrued but unused vacation
                  through the date of termination, (ii) the amount of any unreimbursed
                  expenses, and (iii) for a period of six (6) months from the date
                  of such
                  termination, Consultant’s compensation as in effect at the time of such
                  termination; provided,
                  that such amounts shall be offset by any amounts otherwise paid
                  to
                  Consultant under the then-existing disability benefit plans of
                  the
                  Consultant. In addition, Consultant shall be entitled to be reimbursed
                  for
                  benefits that have already vested or which otherwise are to be
                  provided
                  pursuant to the terms of employee benefits plans maintained by
                  the
                  Consultant for its employees (including without limitation the
                  payments
                  prescribed for Consultant’s employees under any disability benefit plans
                  which may be in effect for executives of the Consultant and in
                  which
                  Consultant participated). Consultant shall also be entitled to
                  be
                  reimbursed by Company for group hospitalization and health insurance,
                  if
                  and to the extent the Company maintains policies generally, for
                  the
                  periods specified in the Comprehensive Omnibus Budget Reconciliation
                  Act
                  (“COBRA”) upon payment by Consultant of the required amounts under COBRA.
                  Except as set forth above or as otherwise required by law, no other
                  payments shall be made, or benefits provided, by the Company under
                  this
                  Agreement in the event the Company terminates this Agreement due
                  to
                  Consultant’s employee’s Permanent Disability. The term “Permanent
                  Disability” shall mean the inability of Consultant to perform Consultant’s
                  essential duties and other services which Consultant is retained
                  to
                  perform, even with reasonable accommodation, for a total of three
                  (3)
                  calendar months during any twelve (12) consecutive calendar months
                  due to
                  illness or injury of a physical or mental nature, supported by
                  the
                  completion by Consultant’s assignee’s or designee’s attending physician of
                  a medical certification form outlining the disability and treatment.
                  The
                  Company and Consultant will cooperate with each other and comply
                  with all
                  reasonable requests to determine whether a disability exists and,
                  if so,
                  whether there is a reasonable accommodation that does not produce
                  undue
                  hardship to the Company’s business. It is the parties' intent to comply
                  with the Americans with Disabilities Act and the New Jersey Law
                  Against
                  Discrimination with respect to any disability or
                  handicap.

              


      

       

      
        
           

        

        
          1

          
            

          

        

        
           

        

      

      
        	
              	4.	
                Term
                  and Termination:

              


      

       

      
        	
              	a.	
                Term.
                  The initial term of this Agreement shall begin on the Effective
                  Date and
                  shall end on December 31, 2007 (“Term”). Thereafter, the Term shall be
                  automatically extended by 12-month periods unless Company notifies
                  Consultant no later than 60 days prior to the end of the Initial
                  Term or
                  any extension thereof of its intent not to extend the
                  Agreement.

              


      

       

      
        	
              	b.	
                Termination.
                  Consultant may terminate this Agreement for any reason during the
                  term
                  hereof upon forty five (45) days prior written notice to the Company.
                  Company may terminate the Agreement upon sixty (60) days prior
                  written
                  notice to the Consultant provided that upon such early termination
                  Company
                  shall continue to pay Consultant the full consulting fee, option
                  vesting,
                  benefits and expenses for the greater of 12 months following the
                  termination date or until the end of the Term (as extended), which
                  shall
                  be subject to mitigation if Consultant shall have other sources
                  of
                  revenue. 

              


      

       

      
        	
              	5.	
                All
                  other terms and conditions remain
                  unchanged.

              


      

       

      IN
        WITNESS HEREOF, the parties have read and agree to be bound by the above
        terms
        and conditions and have entered into this Agreement effective as of the date
        set
        forth above.

       

      
        	
                 Company

                 

                 

                 

              	 	 	  Consultant
	/s/ Scott
                Flamm	 	 	/s/ Roni
                Appel
	
                

              	 	 	
                

              
	
                Scott
                  Flamm

                Member
                  of the compensation committee

              	 	 	By:
                Roni Appel
Name: Manager


      

       

        

      
        	 	 	 	 
	/s/ Thomas
                McKearn	 	 	 
	
                

              	 	 	
              
	
                Thomas
                  McKearn

                Member of the compensation committee

              	 	 	 


      

      


      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      Amended
        Schedule B

       

      COMPENSATION
        AND PAYMENT SCHEDULE.

      


       

      
        	
              	i.	
                Cash:
                  during
                  the Term of the Agreement, and starting as of the Effective Date,
                  Company
                  shall pay Consultant $250,000 per annum, paid at the rate of $20,833.33
                  monthly.

              


      

       

      
        	
              	ii.	
                Bonus:
                  Consultant
                  shall receive a maximum potential bonus at each year-end equal
                  to 40% of
                  the base compensation based on certain milestones determined by
                  Consultant
                  and the board of directors. At Consultant’s choice 100% of the bonus, and
                  at Company choice 50% of the bonus may be paid in common shares
                  at the
                  average price of the 30 days preceding December 31 or the applicable
                  year.
                  It is agreed that the bonus for year 2005 shall be determined by
                  the board
                  in good faith based on Company progress and Consultant’s performance with
                  a maximum potential discretionary bonus of up to
                  $75,000.

              


      

       

      
        	
              	iii.	
                Benefits:
                  Company
                  shall reimburse Consultant for the same level and type of benefits
                  which
                  it provides to its most senior executives, including family healthcare
                  coverage, paid vacation, 401K plan and any other benefit per the
                  company’s
                  practice.

              


      

       

      
        	
              	iv.	
                Expenses:
                  Company
                  shall reimburse all approved expenses incurred by Consultant in
                  connection
                  with the Services provided herein. 

              


      

       

      
        	
              	v.	
                Options:  Company
                  shall grant Consultant
                  a
                  new incentive stock option grant (“New Grant”) which, together with
                  Consultants existing options shall be equal to 5% (five percent)
                  of the
                  total issued and outstanding common shares and options of the Company,
                  as
                  of December 31, 2005. The exercise price of these options shall
                  be the
                  lower of (a) $0.287 per share, or (b) the average market price
                  in the
                  month of December 2005. The New Grant shall be subject to the terms
                  and
                  condition of the Company’s 2005 option plan (“Plan”).
                  The options shall vest monthly over four years with a starting
                  vesting
                  date of April 1, 2005. There shall be full vesting acceleration
                  of all the
                  options held by Consultant in the event of a change of control
                  of the
                  Company. Consultant may assign or designate all of its options
                  to its
                  employees involved with performing the service under this
                  agreement.

              


      

       

      
        	
              	vi.	
                Vacation: Consultant
                  may provide to its employees 21 annual vacation days not including
                  paid
                  company holidays.

              


      

       

      
        	
              	vii.	
                Time
                  commitment:
                  Consultant shall not exceed more than 5% (five percent) of normal
                  working
                  hours on any outside project during any given work week without
                  the
                  approval of the board. 

              


      

       

      
        
          	
                   Company

                   

                   

                   

                	 	 	  Consultant
	/s/ Scott
                  Flamm	 	 	/s/ Roni
                  Appel
	
                  

                	 	 	
                  

                
	
                  Scott
                    Flamm

                  Member
                    of the compensation committee

                	 	 	By:
                  Roni Appel
Name: Manager


        

         

          

        
          	 	 	 	 
	/s/ Thomas
                  McKearn	 	 	 
	
                  

                	 	 	
                
	
                  Thomas
                    McKearn

                  Member of the compensation committee

                	 	 	 


        

      

    

     

     

    
      
         

      

      
        3