Advaxis,
        Inc

      212
        Carnegie Center

      Princeton,
        NJ 08540

      


      


      


      
        	
                Mr.
                  J. Todd Derbin

                3051
                  Lawrenceville rd

                Lawrencville,
                  NJ 08648

              	
                 October
                  31,
                  2005

              


      

       

      Dear
        Todd:

      


      Re:
        Termination of Employment Agreement

      


      It
        is
        hereby agreed that your restated employment agreement dated December 20,
        2005
        (“Agreement”)
        and
        your employment with Advaxis shall terminate, effective December 31, 2005.
        The
        following terms and conditions shall apply: 

      


      	1.      	
              Base
                compensation:
                Your base compensation shall continue to be paid until December 31,
                2005
                such that your gross annual salary for 2005 shall be $225,000. Thereafter,
                no further compensation will be paid or due. Your bonus for year
                2005
                shall be determined on or prior to January 31, 2006 by the board
                of
                directors as per the Agreement and shall be paid in common shares,
                on or
                prior to February 28, 2006. Such shares shall have piggyback registration
                rights (i.e.,
                you
                shall have the right to offer any or all of such shares for sale
                pursuant
                to any registration statement filed by Advaxis with the Securities
                and
                Exchange Commission (“SEC”) under the Securities Act of 1933 and Advaxis
                will give you notice of its intent to file any such registration
                statement
                with the SEC no less than ten business days prior to the date of
                such
                filing).

            


      


      	2.      	
              Consulting
                Fee.
                You shall receive a consulting fee of $6,250 per month for a period
                of 6
                (six) months commencing January 1, 2006 and ending June 30, 2006.
                In
                addition, the Company shall reimburse your health insurance expense
                up to
                $714.19 per month until the earliest of June 30, 2006 or such time
                when
                you will obtain health insurance from a new
                employer.

            


      


      	3.      	
              Resignation.
                Your resignation as President and Chief Executive Officer and from
                all
                employee and executive positions in the Company shall become effective
                December 31, 2005. 

            


      


      	4.      	
              Board
                member and Chairman:
                You shall continue to be a director and assume the position of a
                non
                executive Chairman of the Company until such time as you shall resign
                or
                be removed by a vote of a majority of the directors, or until the
                next
                shareholder meeting provided that you shall not be removed from this
                position by a vote of the directors prior to September 30, 2006.
                You shall
                receive no compensation as director or
                chairman.

            


      


      	5.      	
              Options:
                No vesting of options shall occur after 12.31.2005. Upon your resignation
                you shall have the following vested options: (a) under the approved
                2004
                option plan, you shall have 928,441 options exercisable at $0.1952
                per
                share. These options shall be subject to the terms of the 2004 option
                plan; (b) under the 2005 option plan, you shall have 427,796 options
                exercisable at $0.287 per share. The parties acknowledge that these
                options are subject to the 2005 option plan being approved and ratified
                by
                the shareholders of the Company; (c) The options under this section
                5
                shall be exercisable at any time on or prior to December 31, 2006.
                Advaxis
                hereby represents to you that the issuance to you by Advaxis of each
                of
                the options referred to in this section 5 and the shares of common
                stock
                referred to in section 1 has been approved by the board of directors
                of
                Advaxis or a committee of the board of directors that is composed
                solely
                of two or more Non-Employee Directors (as defined in Rule 16b-3(b)(3)(i)
                promulgated by the SEC under the Securites Exchange Act of 1934,
                as
                amended).

            


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      	6.      	
              Non-Competition
                and Non-Solicitation:
                You
                shall not for two years from the date of this letter for any reason:
                (a)
                directly or indirectly compete with the Company, or advise or become
                a
                partner, consultant, agent, director, advisor or a 1% shareholder
                in a
                business that is substantially similar to or competitive with the
                business
                or planned business of the Company, 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 6 are reasonable
                and
                necessary to protect the legitimate business interests of the
                Company.

            


      


      	7.      	
              Confidentiality:
                The parties acknowledge the existing confidentiality agreement executed
                and dated as of January 6, 2005. Such agreement shall remain in full
                force
                and effect.

            


      


      	8.      	
              Severability.
                If any provision of this Agreement or application thereof to anyone
                or
                under any circumstances is adjudicated to be invalid or unenforceable
                in
                any jurisdiction, such invalidity or unenforceability shall not affect
                any
                other provision or application of this Agreement which can be given
                effect
                without the invalid or unenforceable provision or application and
                shall
                not invalidate or render unenforceable such provision or application
                in
                any other jurisdiction.

            


      


      	9.      	
              Assignment.
                All of the terms and provisions of this Agreement shall be binding
                upon
                and inure to the benefit of and be enforceable by the respective
                heirs,
                executors, administrators, legal representatives, successors and
                assigns
                of the parties hereto, except that your duties and responsibilities
                hereunder are of a personal nature and shall not be assignable or
                delegatable in whole or in part by you.

            


      


      	10.      	
              Governing
                Law.
                This Agreement shall be governed by and interpreted under the laws
                of the
                State of New Jersey without giving effect to any conflict of laws
                provisions. Any dispute arising from this Agreement shall be submitted
                to
                an arbitration conducted by a single arbitrator in Princeton, New
                Jersey.

            


      


      	11.      	
              Miscellaneous.
                All section headings are for convenience only. This Agreement may
                be
                executed in several counterparts, each of which is an original. It
                shall
                not be necessary in making proof of this Agreement or any counterpart
                hereof to produce or account for any of the other
                counterparts.

            


      


      Upon
        your
        acceptance, this letter will contain the entire 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). Without
        derogating from the generality of the foregoing sentence, it is agreed and
        understood that the employment agreements dated December 15, 2004 and October
        24, 2002 are terminated.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

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

      


      Sincerely,

      

      

      /s/
        Roni
        Appel 

      ______________     

      Name:
        Roni Appel

      Title:
        CFO

      


      I
        understand and accept the terms and conditions of this agreement.

      


      /s/
        Todd
        Derbin

      ______________

      J
        Todd Derbin