NOTE PURCHASE AGREEMENT

THIS NOTE PURCHASE AGREEMENT (this   “ Agreement ”) is made as of the 22 day of September, 2008, by and between Advaxis, Inc., a Delaware corporation (the “ Company ”), and Thomas A. Moore, an individual (the “ Investor ”).

The Investor is the Chief Executive Officer and a member of the Board of Directors of the Company.

The Company desires to issue and sell, and the Investor desires to purchase, upon the Company’s demand upon 10 business days’ notice, one or more senior promissory notes with an aggregate principal amount of up to eight hundred thousand dollars ($800,000.00) in substantially the form attached to this Agreement as Exhibit 4.1 (each, a “ Note ”).

The Company and the Investor desire that, upon the consummation of a future equity financing by the Company, the Company issue to the Investor warrants to purchase the Company’s common stock as described herein.

The Company and the Investor desire to set forth certain agreements and certain terms and conditions regarding the sale and purchase of the Notes.

NOW, THEREFORE , in consideration of the foregoing premises, the respective representations, warranties and covenants contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.   PURCHASE AND SALE OF THE NOTES.

1.1   Purchase and Sale of the Notes . Subject to the terms and conditions of this Agreement and in reliance on the representations and warranties set forth in this Agreement, following the delivery by the Company to the Investor of a written notice (each, a “ Demand Notice ”) in accordance with Section 6.7, the Company agrees to issue, sell and deliver to the Investor at the Closing (as defined below), and the Investor agrees to purchase from the Company at the Closing, a Note in the principal amount set forth in the Demand Notice. The Company shall be entitled to deliver one or more Demand Notices to the Investor for an aggregate principal amount of no more than eight hundred thousand dollars ($800,000.00).

1.2   Closing . The closing and funding of the purchase and sale of each Note (each, a “ Closing ”) shall take place at the offices of Greenberg Traurig, LLP, 200 Park Avenue, New York, New York 10166 no more than ten (10) business days following the date of each Demand Notice as determined in accordance with Section 6.7, or at such other time and place as the Company and the Investor mutually agree upon in writing.

2.   WARRANTS .  

In consideration of the Investor’s agreement to purchase Notes, the Company agrees that, concurrently with the consummation of the Company’s next equity financing resulting in gross proceeds to the Company of at least $5,000,000, the Company shall issue to the Investor a warrant to purchase the Company’s common stock (the “ Warrant ”). The Warrant shall entitle the Investor to purchase a number of shares of the Company’s common stock equal to one share per $1.00 invested by the Investor in the purchase of one or more Notes, which share amount shall be subject to appropriate adjustment for stock splits, stock dividends and similar events. The Warrant shall otherwise be on the same terms, including but not limited to exercise price, mechanics of execution and registration rights, applicable to warrants issued to the new investors in such equity financing. In the event that such equity financing does not involve the issuance of warrants, then the Warrant shall have an exercise price equal to the effective purchase price per share paid by investors in such equity financing, and the Investor shall receive registration rights with respect to shares of the Company’s common stock underlying the Warrant on the same terms as securities purchased by such investors.

3.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY .

As of each Closing, the Company hereby represents and warrants to the Investor as follows:

3.1   Organization and Standing . The Company is a corporation duly organized and validly existing under, and by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has requisite corporate power and authority to own and operate its properties and assets, and to carry on its business as presently conducted. The Company is duly qualified to do business in each jurisdiction in which the failure to be so qualified would have a material adverse effect on the Company’s business.

3.2   Corporate Power . The Company has all requisite legal and corporate power and authority to execute and deliver this Agreement and each Note to be dated the date of each Closing (collectively, the “ Transaction Agreements ”) and to carry out and perform its obligations under the terms of each of the Transaction Agreements.

3.3   Authorization . All corporate action on the part of the Company, its officers and directors necessary for the authorization, execution, delivery and performance of the Transaction Agreements and the performance of all obligations of the Company hereunder and thereunder has been taken or will be taken prior to each Closing. Each Transaction Agreement, when executed and delivered by the Company, shall constitute a valid and binding obligation of the Company, enforceable in accordance with its respective terms, except as limited by applicable bankruptcy, insolvency, reorganiz