Exhibit
      4.1

    


    


    GREAT
      EXPECTATIONS AND ASSOCIATES, INC.

    2004
      STOCK OPTION PLAN

    


    (Effective
      as of November 12, 2004)

    


    1.     Purpose. 

    


    The
      purposes of this 2004 Stock Option Plan (the “Plan”)
      are to
      induce certain individuals to remain in the employ or service of Great
      Expectations and Associates, Inc., a Colorado corporation (the “Company”)
      and
      its present and future subsidiary corporations (each a “Subsidiary”),
      as
      defined in Section 425(f) of the Internal Revenue Code of 1986, as amended
      (the
“Code”),
      to
      attract new individuals to enter into such employment and service and to
      encourage such individuals to secure or increase on reasonable terms their
      stock
      ownership in the Company. The Board of Directors of the Company (the
“Board”)
      believes that the granting of stock options (the “Options”)
      under
      the Plan will promote continuity of management and increased incentive and
      personal interest in the welfare of the Company and aid in securing its
      continued growth and financial success. Options will be either (a) “incentive
      stock options” (which term, when used herein, shall have the meaning ascribed
      thereto by the provisions of Section 422 (b) of the Code) or (b) options which
      are not incentive stock options (“non-incentive stock options”), as determined
      at the time of the grant thereof by the Administrator referred to in Section
      3(A) hereof. 

    


    2.     Shares
      Subject to Plan.
      

    


    Options
      may be granted to purchase up to Two Million Three Hundred Eighty One Five
      Hundred Twenty Five (2,381,525) shares of the common stock, par value $0.001
      per
      share (the “Common
      Stock”)
      of the
      Company. Of the options to purchase up to Two Million Three Hundred Eighty
      One
      Five Hundred Twenty Five (2,381,525) such shares shall be initially reserved
      for
      options to holders of options of the Advaxis, Inc., a Delaware corporation,
      2002
      Stock Option Plan as amended on February 19, 2003 (the “2003 Plan”) in
      substitution for cancellation of the 2003 Plan.

    


    3.     Administration.

    


    (A)
      The
      Plan shall be administered by either the Board or, at the option of the Board,
      a
      stock option committee (the “Committee”),
      which, if appointed, shall consist of two or more members of the Board, both
      or
      all of whom shall be “disinterested persons” within the meaning of Rule
      16b-3(c)(2)(i) promulgated under Section 16(b) of the Securities Exchange Act
      of
      1934 (the “Exchange
      Act”).
      The
      Committee, if appointed, shall be appointed annually by the Board, which may
      at
      any time and from time to time remove any member or members of the Committee,
      with or without cause, appoint additional members to the Committee and fill
      vacancies, however caused, in the Committee. A majority of the members of the
      Committee shall constitute a quorum. All determinations of the Committee shall
      be made by a majority of its members present at a meeting duly called and held.
      Any decision or determination of the Committee reduced to writing and signed
      by
      all of the members of the Committee shall be fully as effective as if it had
      been made at a meeting duly called and held. The Committee, or if a Committee
      has not been appointed, the Board, in its capacity as administrator of the
      Plan,
      is hereinafter referred to as the “Administrator”.

    


    (B)
      Subject
      to the express provisions of the Plan, the Administrator shall have complete
      authority, in its discretion, to interpret the Plan, to prescribe, amend and
      rescind rules and regulations relating to it, to determine the terms and
      provisions of the respective option agreements or certificates (which need
      not
      be identical), to determine the individuals (each a “Participant”)
      to
      whom and the times and the prices at which Options shall be granted, the periods
      during which each Option shall be exercisable, the number of shares of the
      Common Stock to be subject to each Option and whether such Option shall be
      an
      incentive stock option or a non-incentive stock option and to make all other
      determinations necessary or advisable for the administration of the Plan. In
      making such determinations, the Administrator may take into account the nature
      of the services rendered by the respective Participants, their present and
      potential contributions to the success of the Company and the Subsidiaries
      and
      such other factors as the Administrator in its discretion shall deem relevant.
      The Administrator’s determination on the matters referred to in this Section
      3(B) shall be conclusive. Any dispute or disagreement which may arise under
      or
      as a result of or with respect to any Option shall be determined by the
      Administrator, in its sole discretion, and any interpretations by the
      Administrator of the terms of any Option shall be final, binding and conclusive.
      

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    4.     Eligibility.
      

    


    An
      Option
      may be granted to (1) employees and consultants of the Company or a Subsidiary,
      (2) directors of the Company or a Subsidiary who are not employees of the
      Company or a Subsidiary (“Outside
      Directors”),
      and
      (3) employees and consultants of a corporation which has been acquired by the
      Company or a Subsidiary as provided in Section 17.

    


    5.     Option
      Prices.
      

    


    (A)
      Except
      as otherwise provided in Section 17 hereof, the initial per share option price
      of any Option which is an incentive stock option shall not be less than the
      fair
      market value of a share of the Common Stock on the date of grant; provided,
      however, that, in the case of a Participant who owns more than 10% of the total
      combined voting power of the Common Stock at the time an Option which is an
      incentive stock option is granted to him, the initial per share option price
      shall not be less than 110% of the fair market value of a share of the Common
      Stock on the date of grant. 

    


    (B)
      Except
      as otherwise provided in Section 17 hereof, the initial per share option price
      of any Option which is a non-incentive stock option shall not be less than
      85%
      of the fair market value of a share of the Common Stock on the date of grant.
      

    


    


    (C)
      For
      all purposes of this Plan, the fair market value of a share of the Common Stock
      on any date shall be equal to, if the Common Stock is listed on a national
      securities exchange or traded on the NASDAQ National Market System, the closing
      sale price of a share of the Common Stock on such date or, if there is no sale
      of the Common Stock on such date, the average of the bid and asked prices on
      such exchange or system at the close of trading on such date or, if the shares
      of the Common Stock are not listed on a national securities exchange or such
      system on such date, the last per share sales price of Common Stock on the
      market or system of the NASD on which the Common Stock is then traded or listed
      (the “Relevant
      Market System”)
      during
      the three business days ending on the date of grant or exercise as reported
      in
      the market report for the Relevant Market System or if no sale has been reported
      for such period, the higher of the (i) closing bid price on the Relevant Market
      System on the date of grant or exercise or (ii) the average of the closing
      bid
      prices on the Relevant Market System for the three business days immediately
      preceding the date of grant or exercise, in each case as reported in the Market
      Report for the Relevant Market System or, if the shares of the Common Stock
      are
      not traded or listed on a market or system of the NASD, as shall be determined
      in good faith by the Administrator. 

    


    6.     Option
      Term.
      

    


    Options
      shall be granted for such term as the Administrator shall determine, not in
      excess of ten years from the date of the granting thereof; provided, however,
      that, except as otherwise provided in Section 17 hereof, in the case of a
      Participant who owns more than 10% of the total combined voting power of the
      Common Stock at the time an Option which is an incentive stock option is granted
      to him, the term with respect to such Option shall not be in excess of five
      years from the date of the granting thereof; and provided, further, however,
      that the term of an Option granted to an Outside Director shall be ten years
      form the date of the granting thereof. 

    


    
      
         

      

      
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    7.     Limitation
      on Amount of Incentive Stock Options Granted.
      

    


    Except
      as
      otherwise provided in Section 17 hereof, the aggregate fair market value of
      the
      shares of the Common Stock for which any Participant may be granted incentive
      stock options which are exercisable for the first time in any calendar year
      (whether under the terms of the Plan or any other stock option plan of the
      Company) shall not exceed $100,000. 

    


    8.     Exercise
      of Options.
      

    


    (A)
      Except
      as otherwise provided in Section 17 hereof and except as otherwise determined
      by
      the Administrator at the time of the grant thereof, a Participant may (i) during
      the period commencing on the first anniversary of the date of the granting
      of an
      Option to him and ending on the day preceding the second anniversary of such
      date, exercise such Option with respect to one-quarter of the shares granted
      thereby, (ii) during the period commencing on such second anniversary and ending
      on the day preceding the third anniversary of the date of the granting of such
      Option, exercise such Option with respect to such number of shares as when
      added
      to the number of shares previously purchased under the Option does not exceed
      one-half of the shares granted thereby, and (iii) during the period commencing
      on such third anniversary, and ending on the day preceding the fourth
      anniversary of the date of the granting of such Option, exercise such Option
      with respect to such number of shares as when added to the number of shares
      previously purchased under the Option does not exceed three-quarters of the
      shares granted thereby, and (iv) during the period commencing on such fourth
      anniversary, exercise such Option with respect to all of the shares granted
      thereby.

    


    (B)
      To the
      extent exercisable, an Option may be exercised either in whole at any time
      or in
      part form time to time. 

    


    (C)
      An
      Option may be exercised only by a written notice of intent to exercise such
      Option with respect to a specific number of shares of Common Stock and payment
      of the option price to the Company for the number of shares of Common Stock
      specified in any one or a combination of the following: in cash, by cashless
      exercise, or in kind by the delivery of shares of the Common Stock having a
      fair
      market value on the date of delivery equal to the portion of the option price
      so
      paid; provided, further, however, that, subject to the requirements of
      Regulation T promulgated under the Exchange Act, the Administrator may implement
      procedures to allow a broker chosen by a Participant to make payment of all
      or
      any portion of the option price payable upon the exercise of an Option and
      receive, on behalf of such Participant, all or any portion of the shares of
      the
      Common Stock issuable upon such exercise. 

    


    (D)
      The
      Administrator may, in its discretion, permit any Option to be exercised, in
      whole or in part, prior to the time when it would otherwise be
      exercisable.

    


    9.     Transferability.
      

    


    No
      Option
      shall be assignable or transferable except by will and/or by the laws of descent
      and distribution and, during the life of any Participant, each Option granted
      to
      him may be exercised only by him. 

    


    10.     Termination
      of Service.
      

    


    
      
         

      

      
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    (A)
      Except
      as otherwise provided by the Administrator, in the event that, other than by
      reason of death or disability (as such term is defined in Section 22(e)(3)
      of
      the Code), a Participant leaves the employ or service of the Company and the
      Subsidiaries or, in the case of an Outside Director, does not stand for
      re-election or is not reelected, whether voluntarily or otherwise, each Option
      theretofore granted to him shall be exercisable to the extent exercisable
      immediately prior to the date of termination of employment or service (or the
      date the Director does not stand for reelection or is not reelected) within
      the
      period ending the earlier to occur of (i) the expiration of the period of three
      months after the date of such termination of services or failure to stand for
      or
      be reelected a Director and (ii) the date specified in such Option.


    


    (B)
      In the
      event a Participant's employment or service (including the service of an Outside
      Director) with the Company and the Subsidiaries terminates by reason of his
      death, each Option theretofore granted to him shall become immediately
      exercisable in full and shall terminate upon the earlier to occur of (i) the
      expiration of the period of one year after the date of such Participant’s death
      and (ii) the date specified in such Option. 

    


    (C)
      Except
      as otherwise provided by the Administrator, in the event that, a Participant
      leaves the employ or service of the Company and the Subsidiaries by reason
      of
      his or her disability (as such term is defined in Section 22(e)(3) of the Code),
      each Option theretofore granted to him shall become immediately exercisable
      in
      full and shall terminate upon the earlier to occur of (i) the expiration of
      the
      period of three months after the date of such termination, resignation or
      failure to stand for election or to be reelected and (ii) the date specified
      in
      such Option. 

    


    11.     Adjustment
      of Number of Shares.
      

    


    (A)
      In the
      event that a dividend shall be declared upon the Common Stock payable in shares
      of the Common Stock, the number of shares of the Common Stock then subject
      to
      any Option and the number of shares of the Common Stock which may be purchased
      upon the exercise of Options granted under the Plan but not yet covered by
      an
      Option shall be adjusted by adding to each share the number of shares which
      would be distributable thereon if such shares had been outstanding on the date
      fixed for determining the stockholders entitled to receive such stock dividend.
      In the event that the outstanding shares of the Common Stock shall be changed
      into or exchanged for a different number or kind of shares of stock or other
      securities of the Company or of another corporation, whether through
      reorganization, recapitalization, stock split-up, combination of shares, sale
      of
      assets, merger or consolidation in which the Company is the surviving
      corporation, then, there shall be substituted for each share of the Common
      Stock
      then subject to any Option and for each share of the Common Stock which may
      be
      purchased upon the exercise of Options granted under the Plan but not yet
      covered by an Option, the number and kind of shares of stock or other securities
      into which each outstanding share of the Common Stock shall be so changed or
      for
      which each such share shall be exchanged. 

    


    (B)
      In the
      event that there shall be any change, other than as specified in Section 11(A)
      hereof, in the number or kind of outstanding shares of the Common Stock, or
      of
      any stock or other securities into which the Common Stock, shall have been
      changed, or for which it shall have been exchanged, then, if the Administrator
      shall, in its sole discretion, determine that such change equitably requires
      an
      adjustment in the number or kind of shares then subject to any Option and the
      number or kind of shares available for issuance in accordance with the
      provisions of the Plan but not yet covered by an Option, such adjustment shall
      be made by the Administrator and shall be effective and binding for all purposes
      of the Plan and of each Option. 

    


    (C)
      In the
      case or any substitution or adjustment in accordance with the provisions of
      this
      Section 11, the option price in each Option for each share covered thereby
      prior
      to such substitution or adjustment shall be the option price for all shares
      of
      stock or other securities which shall have been substituted for such share
      or to
      which such share shall have been adjusted in accordance with the provisions
      of
      this Section 11. 

    


    
      
         

      

      
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    (D)
      No
      adjustment or substitution provided for in this Section 11 shall require the
      Company to sell a fractional share under any Option. 

    


    (E)
      In the
      event of the dissolution, liquidation, sale of substantially all of the assets
      of the Company or the sale of the Company of more than 50% of the voting
      securities of the Company, the Board, in its discretion, may accelerate the
      exercisability of each Option and/or terminate the same within a reasonable
      time
      thereafter. 

    


    12.     Purchase
      for Investment, Withholding and Waivers.
      

    


    (A)
      Unless
      the delivery of the shares upon the exercise of an Option by a Participant
      shall
      be registered under the Securities Act of 1933, as amended, such Participant
      shall, as a condition of the Company's obligation to deliver such shares, be
      required to give a representation in writing that he is acquiring such shares
      for his own account as an investment and not with a view to, or for sale in
      connection with, the distribution of any thereof. 

    


    (B)
      In the
      event of the death of a Participant, an additional condition of exercising
      any
      Option shall be the delivery to the Company of such tax waivers and other
      documents as the Administrator shall determine. 

    


    (C)
      An
      additional condition of exercising any non-incentive stock option shall be
      the
      entry by the Participant into such arrangements with the Company with respect
      to
      withholding as the Administrator shall determine; provided, however, that such
      Participant may direct the Company to satisfy all or a portion of such
      withholding obligation by withholding from the shares of the Common Stock
      issuable to him on such exercise shares of the Common Stock having a fair market
      value equal to the portion of the withholding obligation so satisfied.


    


    13.     Declining
      Market Price.
      

    


    In
      the
      event the fair market value of the Common Stock declines below the option price
      set forth in any Option, the Administrator may, subject to the approval of
      the
      Board, at any time, adjust, reduce, cancel and re-grant any unexercised Option
      or take any similar action it deems to be for the benefit of the Participant
      in
      light of the declining fair market value of the Common Stock. 

    


    14.     No
      Stockholder Status; No Restrictions on Corporate Acts; No Employment
      Right.
      

    


    (A)
      Neither
      any Participant nor his legal representatives, legatees or distributees shall
      be
      or be deemed to be the holder of any share of the Common Stock covered by an
      Option unless and until a certificate for such share has been issued. Upon
      payment of the purchase price therefore, a share issued upon exercise of an
      Option shall be fully paid and non-assessable. 

    


    (B)
      Neither
      the existence of the Plan nor any Option shall in any way affect the right
      or
      power of the Company or its stockholders to make or authorize any or all
      adjustments, recapitalizations, reorganizations or other changes in the
      Company’s capital structure or its business, or any merger or consolidation of
      the Company, or any issue of bonds, debentures, preferred or prior preference
      stock ahead of or affecting the Common Stock or the rights thereof, or
      dissolution or liquidation of the Company, or any sale or transfer of all or
      any
      part of its assets or business, or any other corporate act or proceeding whether
      of a similar character or otherwise. 

    


    
      
         

      

      
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    (C)
      Neither
      the existence of the Plan nor the grant of any Option shall require the Company
      or any Subsidiary to continue any Participant in the employ or service of the
      Company or such Subsidiary. 

    


    15.     Termination
      and Amendment of the Plan.
      

    


    The
      Board
      may at any time terminate the Plan or make such modifications of the Plan as
      it
      shall deem advisable; provided, however, that the Board may not, without further
      approval of the holders of the shares of the Common Stock, increase the number
      of shares of the Common Stock as to which Options may be granted under the
      Plan
      (as adjusted in accordance with the provisions of Section 11 hereof), or change
      the class of persons eligible to participate in the Plan, or change the manner
      of determining the Option prices, or extend the period during which an Option
      may be granted or exercised. Except as otherwise provided in Section 16 hereof,
      no termination or amendment of the Plan may, without the consent of the
      Participant to whom any Option shall theretofore have been granted, adversely
      affect the rights of such Participant under such Option. 

    


    16.     Expiration
      and Termination of the Plan.
      

    


    The
      Plan
      shall terminate on November 12, 2014 or at such earlier time as the Board may
      determine. Options may be granted under the Plan at any time and from time
      to
      time prior to its termination. Any Option outstanding under the Plan at the
      time
      of termination of the Plan shall remain in effect until such Option shall have
      been exercised or shall have expired in accordance with its terms. 

    


    17.     Options
      Granted in Connection With Acquisitions.
      

    


    The
      Administrator may determine, in connection with the acquisition by the Company
      or a Subsidiary by way of exchange or purchase of stock, purchase of assets,
      merger or reverse merger or otherwise of another corporation which will become
      a
      Subsidiary or division of the Company (such corporation being hereafter referred
      to as an “Acquired
      Subsidiary”),
      that
      Options may be granted hereunder to employees or consultants and other personnel
      of an Acquired Subsidiary in exchange for then outstanding options to purchase
      securities of the Acquired Subsidiary. The Administrator, at its discretion
      shall determine as to such Options, the option prices, may be exercisable
      immediately or at any time or times either in whole or in part, and such other
      provisions not inconsistent with the Plan, or the requirements set forth in
      Section 15 hereof that certain amendments to the Plan be approved by the
      stockholders of the Company. 

    


    18.     Lock-Up.

    


    A
      Participant agrees not to effect any sale, transfer or distribution of any
      Option granted hereunder or any common stock or other equity securities issued
      or issuable upon exercise of an Option granted hereunder, or any interest
      therein, until the earlier of (a) the date that a registration statement
      with respect to the Company's equity securities purchased by certain of the
      Company's investors pursuant to that certain Securities Purchase Agreement,
      dated as of September 14, 2004, by and among the Company and the investors
      signatory thereto has been filed with and declared effective by the
      Securities and Exchange Commission, and (b) November 12, 2005, unless (i) such
      sale, transfer or distribution is approved in writing by a Majority of the
      Investors (as such term is defined in the aforementioned Securities Purchase
      Agreement), and (ii) the transferee of such sold, transferred or
      distributed Option, common stock, equity securities or other
      interest agrees in writing to be bound by the terms of this Section
      18.

    


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