SENIOR SECURED CONVERTIBLE NOTE

Exhibit 4.2

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A FORM GENERALLY ACCEPTABLE TO THE COMPANY’S LEGAL COUNSEL, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.

THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”).  PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), THOMAS MOORE, A REPRESENTATIVE OF THE BORROWER HEREOF WILL, BEGINNING TEN DAYS AFTER THE ISSUE DATE OF THIS NOTE, PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION §1.1275-3(b)(1)(i). THOMAS MOORE MAY BE REACHED AT TELEPHONE NUMBER (732) 545-1590.

FOR VALUE RECEIVED, ADVAXIS, INC. , a Delaware corporation (hereinafter called “ Borrower ”), hereby promises to pay to _____________(the “ Holder ”) or order, without demand, the sum of _______________ Dollars ($____________) on December 31, 2009 (the “ Maturity Date ”), if not retired sooner.

This Note has been entered into pursuant to the terms of a note purchase agreement between the Borrower, the Holder and certain other holders (the “ Other Holders ”) of convertible promissory notes (the “ Other Notes ”), dated of even date herewith (the “ Purchase Agreement ”), and shall be governed by the terms of such Purchase Agreement.  Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Purchase Agreement.  The following terms shall apply to this Note:

1.1            Payment Grace Period .  The Borrower shall have a five (5) day grace period to pay any monetary amounts due under this Note.

1.2            Conversion Privileges .  The Conversion Privileges set forth in Article II shall remain in full force and effect immediately from the date hereof and until the Note is paid in full regardless of the occurrence of an Event of Default, but subject to Article II.  The Principal Amount of the Note (or such portion thereof the shall not have previously been converted into Common Stock in accordance with Article II hereof, if any) shall be payable in full on the Maturity Date.

1.3            Prepayment .  This Note may be prepaid at anytime by the Borrower without penalty.

1.4            No Senior Debt; Issuance of Other Notes .  So long as any portion of this Note is outstanding, the Company will not directly or indirectly enter into, create, incur, assume or suffer to exist any indebtedness or liens of any kind (other than indebtedness and liens in favor of the Holder), on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom that is senior to or pari passu with, in any respect, the Company's obligations under the Notes, except for one or more Other Notes issued to one or more other Holders in accordance with the Purchase Agreement.

The Holder shall have the right to convert the Principal Amount of this Note into shares of the Borrower’s Common Stock, $.001 par value per share (“ Common Stock ”) as set forth below.

2.1            Conversion into the Borrower’s Common Stock.

(a)            Conversion in Qualified Equity Financing .  In the event the Company consummates an equity financing from and after August 1, 2009 and prior to the second business day immediately preceding the Maturity Date, in which it sells shares of its Preferred Stock or Common Stock (“ Qualified Stock ”) with aggregate gross proceeds of not less than two million dollars ($2,000,000) and with the principal purpose of raising capital (a “ Qualified Equity Financing ”), then the Holder shall have the option, but shall not be required, to convert all or a portion of the Note into the number (rounded to the nearest whole) of fully paid and non-assessable shares of Qualified Stock equal to a fraction (A) the numerator of which is the Principal Amount of the Note (or such lesser amount as is being converted) and (B) the denominator of which is ninety percent (90%) of the per share purchase price of the Qualified Stock issued in the Qualified Equity Financing.

(b)            Conversion in absence of Qualified Equity Financing .  In the event the Company does not consummate a Qualified Equity Financing from and after August 1, 2009 and prior to the second business day immediately preceding the Maturity Date, then the Holder shall have the option, but shall not be required, to convert all or a portion of the Note into that number of fully paid and non-assessable shares of Common Stock equal to a fraction (A) the numerator of which is the Principal Amount of the Note (or such lesser amount as is being converted ) and (B) the denominator of which is 50% of the Volume-Weighted Average Price per share of the Common Stock on the five (5) consecutive trading days immediately preceding the third business day prior to the Maturity Date.

(c)            Mechanics of Conversion .  As a condition to effecting the conversion set forth in Sections 2.1(a) and 2.1(b) above, the Holder shall properly complete and deliver to the Company a Notice of Conversion, a form of which is annexed hereto as Exhibit A (the “ Notice of Conversion ”), which notice must be received by the Company at least one (1) business day prior to the Maturity Date.  Upon timely delivery to the Borrower of the Notice of Conversion, the Borrower shall issue and deliver to the Holder within three (3) business days after the Maturity Date (such third day being the “ Delivery Date ”) that number of shares of Common Stock for the portion of the Note converted in accordance herewith.

(d)            Adjustment .  The number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

A.            Merger, Sale of Assets, etc .  If the Borrower at any time shall consolidate with or merge into or sell or convey all or substantially all its assets to any other corporation, this Note, as to the unpaid principal portion thereof and accrued interest thereon, shall thereafter be deemed to evidence the right to purchase such number and kind of shares or other securities and property as would have been issuable or distributable on account of such consolidation, merger, sale or conveyance, upon or with respect to the securities subject to the conversion or purchase right immediately prior to such consolidation, merger, sale or conveyance.  The foregoing provision shall similarly apply to successive transactions of a similar nature by any such successor or purchaser.  Without limiting the generality of the foregoing, the anti-dilution provisions of this Section shall apply to such securities of such successor or purchaser after any such consolidation, merger, sale or conveyance.

B.            Reclassification, etc .  If the Borrower at any time shall, by reclassification or otherwise, change the Common Stock into the same or a different number of securities of any class or classes that may be issued or outstanding, this Note, as to the unpaid principal portion thereof and accrued interest thereon, shall thereafter be deemed to evidence the right to purchase an adjusted number of such securities and kind of securities as would have been issuable as the result of such change with respect to the Common Stock immediately prior to such reclassification or other change.

(e)            Notice of Adjustment .  Upon the occurrence of an event specified in Section 2.1(d), the Borrower shall promptly mail to the Holder a notice setting forth the adjustment and setting forth a statement of the facts requiring such adjustment.

(f)            Reservation of Shares .  From and af