CONSULTANCY AGREEMENT



      THIS CONSULTANCY AGREEMENT (this "Agreement") is made as of this 15th 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 David Filer, Ph.D. having an address at 165 E. 32nd St. Apt #2F, New York,

NY 10016, Phone: 212-689-1373, Fax: 212-581-7010 ("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 all duties

as requested by Company, as more particularly set forth in 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.



      1.2 Reports. Consultant shall communicate the progress of each Project

Plan to Company informally on a regular basis and in written reports to be

provided to Company as specified in each Project Plan, and if not specified in a

Project Plan, then on a calendar quarterly basis within ten (10) days after the

end of such calendar quarter. Each written report shall be subject to acceptance

by Company.



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

as specified in SCHEDULE B. Notwithstanding the foregoing, Company may suspend

payment if, in Company's reasonable opinion after review of such reports,

Consultant has not been performing the Services in the manner and in accordance

with the schedule set forth in the applicable Project Plan and pursuant to this

Agreement.



      1.4 Conflict of Interest; Non-Exclusive Arrangement.



            1.4.1 If a conflict of interest should arise during the performance

of this Agreement, Consultant shall immediately notify Company thereof and

Company shall have the option to pursue any and all remedies, equitable, legal

or otherwise, that may be available to Company in connection therewith.

Consultant shall ensure that its performance of the Services does not conflict

with Consultant's duties with other entiries.



            1.4.2 Company may from time to time (i) engage other persons and

entities to act as consultants to Company and perform services for Company,

including, without limitation, services similar to the Services, and (ii) enter

into agreements similar to this Agreement with other persons or entities, in all

cases without the necessity of obtaining any approval from Consultant.



            1.4.3 Subject to the provisions of Section 6.2, 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)) and provided further that Consultant shall not provide services

to any entity engaged in the research or development or marketing of vaccines.



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2. CONFIDENTIAL INFORMATION

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