SECURITY AGREEMENT

This Security Agreement (this “Agreement”) is made and entered into as of __________, 2009, by and between Advaxis, Inc., a Delaware corporation (the “Grantor”), and the Investors listed on Schedule A hereto (collectively, “Secured Parties”).

A.           Pursuant to that certain Note Purchase Agreement dated as of __________, 2009 by and between the Grantor and the Secured Parties (the “Note Purchase Agreement”), Secured Parties have agreed to make certain advances of money to Grantor in the amounts and manner set forth in the Note Purchase Agreement (collectively, the “Loans”) and as represented by one or more Secured Convertible Promissory Notes of even date (the “Bridge Notes”) (the Note Purchase Agreement, Bridge Notes and this Agreement are sometimes collectively referred to herein as the “Transaction Documents”);

B.           Grantor wishes to secure performance and payment of all obligations under the Note (the “Obligations”) to the Secured Parties pursuant to the Note, with all of their tangible and intangible assets, including without limitation, goodwill, intellectual property and Grantor’s contractual rights with third parties, all as further described on Exhibit A attached hereto.  All terms used without definition in this Agreement shall have the meaning assigned to them in the Note Purchase Agreement.  All terms used without definition in this Agreement or in the Note Purchase Agreement shall have the meaning assigned to them in Article 1 or Article 9 of the Uniform Commercial Code (“UCC”).

C.           Secured Parties are willing to make the Loans to Grantor, but only upon the condition, among others, that the Grantor shall have executed and delivered to Secured Parties this Agreement.

NOW, THEREFORE, Grantor and the Secured Parties agree as follows:

1.            Grant of Security Interest .  To secure all of the Obligations, Grantor grants to Secured Parties a continuing lien and security interest in, and hereby assigns to the Secured Parties as collateral security, the property described in Exhibit A (the “Collateral”).

2.            Grantor’s Representations and Warranties .  Grantor represents, warrants, and covenants as follows:

(a)            Authorization .  Grantor has authority and has obtained all approvals and consents necessary to enter into this Agreement (including the consent of the Existing Secured Parties), and Grantor’s execution, delivery and performance of this Agreement will not violate or conflict with the terms of Grantor’s Certificate of Incorporation or Bylaws or any statute, regulation, ordinance, rule of law, agreement, contract, mortgage, indenture, bond, bill, note, or other instrument or writing binding upon Grantor or to which Grantor is subject.

(b)            Title .  The Collateral is owned by the Grantor and is free of all liens, encumbrances and other security interests, other than the lien of this Agreement, and liens attributable to any other agreement entered into by the Grantor and Secured Parties in connection with the transactions contemplated by the Note Purchase Agreement (collectively, “Permitted Liens”).

(c)            Further Representations .  Grantor further represents, warrants, and covenants that (i) Grantor is not in default under any agreement under which Grantor owes any money, or any agreement, the violation or termination of which could reasonably be expected to have a material adverse effect on the Grantor; (ii) the information, if any, provided by the Grantor to Secured Parties pursuant to a request for such information from any Secured Party on or prior to the date of this Agreement is true and correct in all material respects; (iii) all financial statements and other information provided to any Secured Party, if any, fairly present Grantor’s financial condition as at the respective dates thereof, and there has not been a material adverse change in the financial condition of the Grantor since the date of the most recent of the financial statements submitted to any Secured Party; (iv) Grantor is in compliance with all laws and orders applicable to it where the failure to so comply could reasonably be expected to have a material adverse effect on the Grantor; (v) Grantor is not party to any litigation and is not, to its knowledge the subject of any government investigation, and the Grantor has no knowledge of any pending litigation or investigation or the existence of circumstances that reasonably could be expected to give rise to such litigation or investigation; (vi) Grantor’s principal place of business is located at the address specified in Section 9; and (vii) the representations and other statements made by the Grantor to Secured Parties, do not, taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary to make any statements made to Secured Parties not misleading.

3.            Covenants .

(a)            Encumbrances .  The Grantor shall not grant a security interest in any of the Collateral or execute any financing statements covering any of the Collateral in favor of any person or entity other than Secured Parties.

(b)            Use of Collateral .  The Collateral will not be used for any unlawful purpose or in any way that will void any insurance required to be carried in connection therewith.  Grantor will keep the Collateral free and clear of liens (other than Permitted Liens) and, as appropriate and applicable, will keep it in good condition and repair, and will clean, shelter, and otherwise care for the Collateral in all such ways as are considered good practice by owners of like property.

(c)            Indemnification .  Grantor shall indemnify Secured Parties against all losses, claims, demands and liabilities of any kind caused by the Collateral.

(d)            Perfection of Security Interest .  Grantor shall execute and deliver such documents as any Secured Party reasonably deems necessary to create, perfect and continue the security interest in the Collateral contemplated hereby.

(e)            Insurance of Collateral .  Grantor, at its expense, shall keep the Collateral insured against loss or damage by fire, theft, explosion, sprinklers, and all other hazards and risks, and in such amounts, as are ordinarily insured against by other owners in similar businesses conducted in the locations where Grantor’s business is conducted on the date hereof.  Grantor shall also maintain insurance relating to Grantor’s ownership and use of the Collateral in amounts and of a type that are customary to businesses similar to Grantor.

(f)            Inventory .  As to Collateral which is Inventory, Grantor agrees (a) to the extent held in any warehouse or other third party storage facility, to deliver immediately to Secured Parties or Secured Parties’ nominee all warehouse receipts or other documents otherwise entitling Grantor to possession of the Collateral, (b) to execute and deliver to Secured Parties such financing statements as any Secured Party may request with respect to the Inventory, (c) to take such other steps as Secured Parties may from time to time reasonably request to perfect Secured Parties’ security interest in the Inventory under applicable law, including, with respect to any portion of the Inventory held by, or in the possession or under the control of any person or entity other than Grantor, to obtain the agreement of such person or entity that Secured Parties have a first priority security interest in the Inventory and that Secured Parties may take or otherwise exercise control over such Inventory, free and clear of any claims of such person or entity.

(g)            Binding Agreement .  Anything herein to the contrary notwithstanding, (i) Grantor shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; (ii) the exercise by Secured Parties of any of the rights granted hereunder shall not release Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral; and (iii) Secured Parties shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Secured Parties be obligated to perform any of the obligations or duties of the Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

(h)            Instruments .  Grantor will deliver and pledge to Secured Parties all certificates or instruments that represent or evidence the Collateral duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to Secured Parties.

(i)            Records .  Grantor shall prepare and keep, in accordance with generally accepted accounting principles consistently applied, complete and accurate records regarding the Collateral and, if and when requested by a Secured Party, shall prepare and deliver a complete and accurate schedule of all the Collateral in such detail as a Secured Party may reasonably require.

(j)            Inspection of Grantor’s Books .  Grantor shall permit Secured Parties or its designee at reasonable times and from time to time to inspect Grantor’s books, records and properties and to audit and to make copies of extracts from such books and records.

(k)            Fees and Costs .  Grantor shall pay all expenses, including reasonable attorneys’ fees, incurred by Secured Parties in the preservation, realization, enforcement or exercise of any Secured Party’s rights under this Agreement.

(l)            Further Assurances .  At any time and from time to time, upon the written request of a Secured Party, and at the sole expense of the Grantor, Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action as a Secured Party may reasonably deem desirable to obtain the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) to secure all consents and approvals necessary or appropriate for the grant of a security interest to Secured Parties in any Collateral held by Grantor or in which Grantor have any rights not heretofore assigned, (ii) filing any financing or continuation statements under the UCC wit