FORM OF SENIOR PROMISSORY NOTE

THIS SENIOR PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”), OR ANY STATE SECURITIES LAW.  NO SALE, TRANSFER, PLEDGE OR ASSIGNMENT OF THIS SENIOR PROMISSORY NOTE SHALL BE VALID OR EFFECTIVE UNLESS (A) SUCH TRANSFER IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAW, OR (B) SUCH TRANSFER IS MADE PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND OF ANY APPLICABLE STATE SECURITIES LAW.

FOR VALUE RECEIVED, Advaxis, Inc., a Delaware corporation (the “ Company ”), promises to pay to Thomas A. Moore, the joint registered holder or registered assigns hereof (the “ Holder ”), the principal amount of up to nine hundred and fifty thousand dollars ($950,000), payable on December 31, 2009 (the “ Maturity Date ”), or such earlier date as required by Section 2 hereof, together with interest on the outstanding principal amount of this Note, accruing at the rate of twelve percent (12%) per annum, compounded daily, commencing on the date hereof, subject to Section 2 hereof.  All interest shall be calculated on the basis of a 360-day year counting the actual days elapsed.  Accrued interest shall be payable upon the maturity of this Note and at the time of any prepayment, as provided below.  Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Note Purchase Agreement, dated as of the date hereof, between the Company and the Holder (the “ Note Purchase Agreement ”).

 1.            Payments and Prepayments .

(a)           Payments of principal and interest on this Note shall be made at the Holder’s address as set forth in the Note Purchase Agreement, or such other place or places as may be specified by the Holder of this Note in a written notice to the Company.

(b)            Payments of principal and interest on this Note shall be made in lawful money of the United States of America by wire transfer of immediately available funds so as to be received by the Holder on the due date of such payment.

(c)           If any payment on this Note becomes due and payable on a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close, the maturity thereof shall be extended to the next succeeding business day and, with respect to payments of principal, interest thereon shall be payable during such extension.

(d)           This Note may be prepaid in whole or in part at the option of the Company at any time prior to the Maturity Date.  Accrued interest on any amount of principal prepaid shall be due and payable at the time of such prepayment.

2.            Events of Default .  In the event that any one or more of the following occurs (each, an “ Event of Default ”):

(i)           the C