Exhibit
      4.2

    


    Amended
      and Restated Articles of Incorporation

    of
      

    Great
      Expectations and Associates, Inc.

    


    Filed
      pursuant to Section 7-90-301, et.seq. and Section 7-110-107 and Section
      7-90-304.5

    of
      the
      Colorado Revised Statutes (C.R.S.)

    


    The
      undersigned hereby certifies that:

     

    A.     The
      original name of this corporation is Great Expectations, Inc. and the date
      of
      filing the original Articles of Incorporation of this corporation with the
      Department of State of the State of Colorado was July 5, 1987, as amended by
      the
      Articles of Amendment of Articles of Incorporation of this corporation filed
      on
      September 22, 1987, as further amended by the Articles of Amendment of the
      Articles of Incorporation filed on January 3, 1989, as further amended by a
      Certificate of Assumed or Trade Name filed on December 8, 1992, as further
      amended by a Certificate of Assumed or Trade Name filed on December 30, 1992,
      as
      further amended by a Statement of Change of Registered Office or Registered
      Agent or both filed on November 18, 1993, as further amended by an Application
      for Reinstatement filed of June 18, 1998, as further amended by a Statement
      of
      Change of Registered Office or Registered Agent or both filed on November 15,
      1999; as further amended by a Certificate of Withdrawal of Trade Name filed
      November 15, 1999, as further amended by a Certificate of Withdrawal of Trade
      Name filed November 15, 1999, as further amended by Statement of Change of
      Registered Office or Registered Agent or both filed June 26, 2002, as further
      amended by Articles of Merger filed April 14, 2003, as further amended by
      Articles of Amendment filed April 30, 2003, as further amended by Articles
      of
      Amendment of the Articles of Incorporation filed August 22, 2003, as further
      amended by the Statement of Change filed September 1, 2004. 

     

    B.     He
      is the
      duly elected and acting President of Great Expectations and Associates, Inc.,
      a
      Colorado corporation.

     

    C.     The
      Articles of Incorporation of this corporation is hereby further amended and
      restated in its entirety to read as follows:

     

    I.

    


    FIRST:
      The
      name
      of the corporation is Advaxis, Inc. (the “Corporation”).

    


    SECOND:
      The
      address of the registered office of the Corporation is located 1675 Broadway,
      Denver, Colorado 80202. The name of its registered agent at that address is
      The
      Corporation Company.

    


    THIRD:
      The
      principal office address of the Corporation’s principal office is 212
      Carnegie Center, Ste 206, Princeton, NJ 08540.

    


    FOURTH:
      The
      purposes for which the Corporation is formed are to engage in any lawful act
      or
      activity for which a corporation may be organized under the Colorado Revised
      Statutes.

    


    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    FIFTH:
      The
      total
      number of shares of stock which the Corporation shall have authority to issue
      is
(i)
      five
      hundred million (500,000,000) shares of Common
      Stock,
      each
      having a par value of $.001 per share (the “Common
      Stock”)
      and
      (ii) five million (5,000,000) shares of preferred stock, each having a par
      value
      of $.001 per share (the “Preferred
      Stock”).
      Subject to the provisions of Section 7-106-102 of the Colorado Revised Statutes,
      the Board of Directors of the Corporation is authorized to issue the shares
      of
      Preferred Stock in one or more series and determine the number of shares
      constituting each such series, the voting powers of shares of each such series
      and the designations, preferences and relative, participating, optional or
      other
      special rights, and qualifications, limitations or restrictions as set forth
      in
      a resolution or resolutions of the Board of Directors providing for the issue
      of
      such stock.

    


    SIXTH:
      The
      Corporation shall, to the fullest extent permitted by Section 7-109-102 of
      the
      Colorado Revised Statutes, as the same may be amended and supplemented,
      indemnify any and all persons whom it shall have power to indemnify under said
      Section from and against any and all expenses, liabilities, or other matters
      referred to in or covered by said Section, and the indemnification provided
      for
      herein shall not be deemed exclusive of any other rights to which any person
      may
      be entitled under any By-Law, resolution of stockholders, resolution of
      directors, agreement, or otherwise, as permitted by said Section, as to action
      in any capacity in which he or she served at the request of the
      Corporation.

    


    SEVENTH:
      The
      Corporation shall, to the fullest extent permitted by Section 7-108-402 of
      the
      Colorado Revised Statutes, as the same may be amended and supplemented,
      eliminate or limit the personal liability of a director to the Corporation
      or to
      its shareholders.

    EIGHTH:
      In
      furtherance and not in limitation of the powers conferred by statute, the Board
      of Directors is expressly authorized to make, alter or repeal the by-laws of
      the
      Corporation in accordance with the terms thereof.

    


    *
      * *
      *

     

    D.     This
      Amended and Restated Articles of Incorporation has been duly approved by the
      Board of Directors of this Corporation. 

     

    E.     This
      Amended and Restated Articles of Incorporation has been duly adopted in
      accordance with the provisions of Sections 7-107-104, 7-110-107 and 7-110-103
      of
      the Colorado Revised Statutes by the Board of Directors and the stockholders
      of
      the Corporation. 

     

    F.     The
      Amended and Restated Articles of Incorporation was adopted by the shareholders
      and the number of votes cast for the amendment by each voting group entitled
      to
      vote separately on the Amended and Restated Articles of Incorporation was
      sufficient for approval by that voting group.

     

    


    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF, this Amended and Restated Articles of Incorporation has been
      executed by the Corporation by its President as of this 12th day of November,
      2004.

    


    
      	 	 	 
	 	
              GREAT
                EXPECTATIONS ASSOCIATES, INC.

            
	 
 	 
 	 
 
	Date: 	By:  	/s/ J.
              Todd Derbin
	 	
              
J.
              Todd Derbin
	 	
              Title:
                President

            




    
      
         

      

      
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