CONSULTANCY AGREEMENT



      THIS CONSULTANCY AGREEMENT (this "Agreement") is made as of this 19th day

of January, 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 desire to enter into an agreement for the

performance by Consultant of certain consulting services (the "Services"); and



      WHEREAS, Consultant has the specific knowledge, experience, and expertise

to perform the Services;



      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.    SERVICES AND COMPENSATION



      1.1 Services: Consultant shall provide the Services and perform the duties

set in Schedule A. The parties may agree at any time to modify Schedule A.

Company agrees that Consultant shall have reasonable access to Company's

representatives as necessary to perform the Services provided for by this

Agreement. Consultant shall report directly to the CEO of the Company.



      1.2 Compensation. Consultant shall be paid for performance of the Services

as specified in Schedule B.



      1.3 Non-Exclusive Arrangement. Consultant may from time to time act as a

consultant to, perform services for, or enter into agreements similar to this

Agreement with, other persons or entities without the necessity of obtaining

approval from Company; provided, however, that in no event shall Consultant

provide such other persons or entities with, or incorporate into or provide as

part of any services for such other persons or entities, any information or

know-how obtained by Consultant through its conduct of the Services (including,

without limitation, any Confidential Information (as defined below)).



      1.4 Non Competition: Consultant shall not for two years following the

termination or non renewal of this agreement 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.

Consultant acknowledges and agrees that the geographic, length of term, and

types of activity restrictions contained in this Section 1.4 are reasonable and

necessary to protect the legitimate business interests of the Company.



2.    CONFIDENTIAL INFORMATION



      2.1 Confidentiality. Consultant agrees to maintain in strict confidence

all Confidential Information (as defined below) provided to, or learned or

developed by, Consultant for a period of five (5) years from the date of

termination. 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.



      2.2 Definition of Confidential Information. 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

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