GREAT EXPECTATIONS & ASSOCIATES INC
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>5
<FILENAME>v08153_ex10-2.txt
<TEXT>

                          SECURITIES PURCHASE AGREEMENT

      This  Securities  Purchase  Agreement  (this  "AGREEMENT")  is among GREAT
EXPECTATIONS  AND  ASSOCIATES,  INC., a Colorado  corporation,  which as soon as
possible  following  the  closing  of  the  Share  Exchange  and  Reorganization
Agreement (as defined  below)  intends to change its name to Advaxis,  Inc. (the
"COMPANY"),  and the Investors (as defined below) signatory  hereto,  and dated,
with respect to the Company,  as of September 14, 2004 and, with respect to each
Investor,  as of such  Investor's date of execution set forth on such Investor's
signature page hereto.

      WHEREAS,  subject to the terms and  conditions set forth in this Agreement
and pursuant to Section 4(2) of the  Securities  Act (as defined below) and Rule
506  promulgated  thereunder,  the  Company  desires  to issue  and sell to each
Investor, and each Investor, severally and not jointly, desires to purchase from
the Company certain  securities of the Company,  as more fully described in this
Agreement; and

      WHEREAS,  pursuant to that certain Escrow Agreement,  dated as of the date
hereof,  among the  Company,  Continental  Stock  Transfer & Trust  Company (the
"ESCROW AGENT") as escrow agent,  and Sunrise  Securities  Corp. (the "PLACEMENT
AGENT"),  all  subscriptions  for  the  Company's  securities  pursuant  to this
Agreement  will be held in  escrow  (the  "ESCROW")  by the  Escrow  Agent  in a
non-interest  bearing  account  entitled  "CST&T Advaxis  Escrow  Account" until
accepted  and  until the  Closing  at which  such  subscription  monies  will be
delivered as payment for securities purchased hereunder.

      NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this
Agreement,  and for  other  good and  valuable  consideration  the  receipt  and
adequacy of which are hereby  acknowledged,  the Company and the Investors agree
as follows:

                                   ARTICLE I.
                                   DEFINITIONS

      1.1  Definitions.  In  addition  to the terms  defined  elsewhere  in this
Agreement,  for all purposes of this  Agreement,  the following terms shall have
the meanings indicated in this Section 1.1:

            "ACTION"  means  any  action,   claim,  suit,  inquiry,   notice  of
violation, proceeding (including any partial proceeding such as a deposition) or
investigation pending or threatened in writing against or affecting the Company,
any  Subsidiary or any of their  respective  properties  before or by any court,
arbitrator,   governmental  or  administrative   agency,   regulatory  authority
(federal,  state,  county,  local or foreign),  stock market,  stock exchange or
trading facility.

            "ADVAXIS" means Advaxis, Inc., a Delaware corporation.

            "AFFILIATE"  means any Person that,  directly or indirectly  through
one or more  intermediaries,  controls or is  controlled  by or is under  common
control with a Person, as such terms are used in and construed under Rule 144.
<PAGE>

            "BUSINESS  DAY"  means any day except  Saturday,  Sunday and any day
which shall be a federal legal holiday or a day on which banking institutions in
the State of New York are  authorized  or required by law or other  governmental
action to close.

            "CLOSING"  means  the  closing  of  the  purchase  and  sale  of the
Securities on the Initial  Closing Date or any Subsequent  Closing Date pursuant
to Section 2.1.

            "CLOSING  DATE"  shall mean any of the Initial  Closing  Date or any
Subsequent Closing Date.

            "COMBINED  COMPANY" means the Company after the closing of the Share
Exchange and Reorganization Agreement.

            "COMMISSION" means the Securities and Exchange Commission.

            "COMMON  STOCK" means the common stock of the Company,  no par value
per share,  and any  securities  into which such common  stock may  hereafter be
reclassified.

            "COMPANY COUNSEL" means Reitler Brown & Rosenblatt LLC.

            "EXCHANGE  ACT"  means  the  Securities  Exchange  Act of  1934,  as
amended.

            "GXPT" means Great  Expectations  and  Associates,  Inc., a Colorado
corporation,  prior to the  closing  of the Share  Exchange  and  Reorganization
Agreement.

            "INITIAL CLOSING" means the initial closing of the purchase and sale
of the Securities pursuant to Section 2.1(a).

            "INITIAL CLOSING DATE" means the date of the Initial Closing.

            "INVESTMENT  AMOUNT"  means,  with  respect  to each  Investor,  the
investment  amount indicated below such Investor's name on the signature page of
this Agreement.

            "INVESTORS" means collectively,  each Person who shall subscribe for
Securities hereunder and execute an Investor Counterpart to this Agreement, each
individually being an "Investor".

            "LIEN" means any lien, charge, encumbrance, security interest, right
of first refusal or other restrictions of any kind.

            "MAJORITY  OF  INVESTORS"  means,  at  the  time  of  determination,
Investors  who have  subscribed  for or  purchased  at least 50.1% of the Shares
which have, at such time, been subscribed for and/or purchased, pursuant to this
Agreement.

            "PENN" means The Trustees of the University of Pennsylvania.


                                       2
<PAGE>

            "PENN LICENSE" means the License Agreement, effective as of June 17,
2002 between the Company and Penn, as amended.

            "PER SHARE PURCHASE PRICE" equals $0.287.

            "PERSON"  means an individual or  corporation,  partnership,  trust,
incorporated or  unincorporated  association,  joint venture,  limited liability
company,  joint stock company,  government (or an agency or subdivision thereof)
or other entity of any kind.

            "PPM" means the private  placement  offering  memorandum dated as of
September 15, 2004, of Units of the Company whereby each Unit consists of 87,108
shares of Common Stock and a Warrant to purchase  87,108  shares of Common Stock
at a price of $25,000 per Unit.

            "PROCEEDING"  means  an  action,   claim,  suit,   investigation  or
proceeding   (including,   without  limitation,   an  investigation  or  partial
proceeding, such as a deposition), whether commenced or threatened.

            "REGISTRATION  STATEMENT" means a registration statement meeting the
requirements  set forth in the  Registration  Rights  Agreement and covering the
resale by the Investors of the Shares.

            "REGISTRATION   RIGHTS  AGREEMENT"  means  the  Registration  Rights
Agreement,  dated as of the date of this  Agreement,  among the  Company and the
Investors, in the form of Exhibit A hereto.

            "RULE 144" means Rule 144 promulgated by the Commission  pursuant to
the  Securities  Act,  as such Rule may be  amended  from  time to time,  or any
similar  rule  or  regulation   hereafter   adopted  by  the  Commission  having
substantially the same effect as such Rule.

            "SECURITIES" means the Shares and the Warrants.

            "SECURITIES ACT" means the Securities Act of 1933, as amended.

            "SHARE  EXCHANGE  AND  REORGANIZATION  AGREEMENT"  means  the  Share
Exchange and  Reorganization  Agreement,  dated as of August 25, 2004, among the
Company, Advaxis and the shareholders of Advaxis.

            "SHARES"  means the shares of Common Stock issued or issuable to the
Investors pursuant to this Agreement,  including without limitation,  the Shares
issuable to the Investors upon exercise of the Warrants.

            "SUBSEQUENT  CLOSING"  means the closing of the purchase and sale of
the Securities pursuant to Section 2.1(b).

            "SUBSEQUENT CLOSING DATE" means the date of a Subsequent Closing.


                                       3
<PAGE>

            "SUBSIDIARY"  means any  "significant  subsidiary" of the Company as
defined in Rule 1-02(w) of Regulation S-X  promulgated  by the Commission  under
the Exchange Act.

            "TERMINATION  DATE"  has the  meaning  set forth in  Section  6.1(a)
hereof.

            "TRADING DAY" means (i) a day on which the Common Stock is traded on
a Trading Market, or (ii) if the Common Stock is not listed on a Trading Market,
a day on which the  Common  Stock is traded  in the  over-the-counter  market is
quoted in the  over-the-counter  market as  reported by the  National  Quotation
Bureau  Incorporated  (or any similar  organization or agency  succeeding to its
functions  of  reporting  prices);  provided,  that in the event that the Common
Stock is not listed or quoted as set forth in (i) or (ii)  hereof,  then Trading
Day shall mean a Business Day.

            "TRADING MARKET" means whichever of the New York Stock Exchange, the
American Stock Exchange, the NASDAQ National Market, the NASDAQ SmallCap Market,
the  Over-The-Counter  Bulletin  Board or the  "Pink  Sheets"  published  by the
National  Quotation  Bureau  Incorporated  Sheets on which the  Common  Stock is
listed or quoted for trading on the date in question.

            "TRANSACTION  DOCUMENTS"  means  this  Agreement,  the  Registration
Rights  Agreement,  Warrants and any other  documents or agreements  executed in
connection with the transactions contemplated hereunder.

            "WARRANTS"  means  the  five  year  warrants  to  purchase  up to an
aggregate of 87,108 shares of Common Stock at exercise  price of $0.40 per share
in the form  attached  hereto as Exhibit B, which  Warrants are subject to early
cancellation  if the average  Closing  Prices (as defined in the Warrant) of the
Company's  Common Stock for any 30 Trading  Days is at least $1.00,  the average
daily trading volume of the Common Stock during such 30-Trading Day period is at
least 100,000  shares and a  registration  statement  covering the resale of the
shares of Common Stock issuable upon exercise is then effective.

                                  ARTICLE II.
                                PURCHASE AND SALE

      2.1 Closings.

            (a) Initial  Closing.  Subject to the terms and conditions set forth
in this Agreement, at the initial closing of the sale and purchase of Securities
under this  Agreement (the "INITIAL  CLOSING") to and by the Investors  thereat,
the Company shall issue and sell to each such  Investor,  and each such Investor
shall,  severally and not jointly,  purchase from the Company Securities for the
consideration  equal to such Investor's  Investment  Amount. The Initial Closing
shall take place at the offices of Reitler  Brown &  Rosenblatt  LLC,  800 Third
Avenue,  21st Floor,  New York, New York 10022 at such time that an aggregate of
at least  $1,500,000  is held in Escrow  for the  purchase  of  Securities  (the
"INITIAL CLOSING DATE") or at such other location or time as the Company and the
Placement Agent may agree.


                                       4
<PAGE>

            (b) Subsequent  Closings.  The  subsequent  closings of the sale and
purchase  of  Securities  under this  Agreement  to and by  Investors  (each,  a
"SUBSEQUENT  CLOSING" and together with the Initial Closing,  the "CLOSINGS" and
each,  a  "CLOSING"),  shall  take  place  at the  offices  of  Reitler  Brown &
Rosenblatt  LLC, 800 Third Avenue,  21st Floor,  New York, New York 10022 on any
date between the Initial  Closing Date and the  Termination  Date as the Company
and the  Placement  Agent may  mutually  agree  (each  such date is  hereinafter
referred to as a "SUBSEQUENT CLOSING DATE") or at such other location or time as
the Company and the Placement Agent may agree.  Notwithstanding  anything herein
to the contrary,  the  aggregate  Investment  Amount of the Investors  shall not
exceed $7,000,000  without the prior written consent of the Placement Agent, the
Issuer and a Majority of the Investors;  provided,  however,  the Issuer, in its
sole discretion,  shall have the option to increase the Investment  Amount to up
to  $10,000,000  without  the  consent of a  Majority  of the  Investors  or the
Placement Agent.

      2.2 Closing Deliveries.  (a) At each Closing, the Company shall deliver or
cause to be delivered to each Investor who or which is purchasing  Securities at
such Closing the following:

                  (i) a stock certificate evidencing such number of Shares as is
equal to such  Investor's  Investment  Amount  divided by the Per Share Purchase
Price, registered in the name of such Investor;

                  (ii) a Warrant to  purchase  such number of Shares as is equal
to such  Investor's  Investment  Amount divided by the Per Share Purchase Price,
registered in the name of such Investor;

                  (iii)  the  legal  opinion  of  Company  Counsel,  in form and
substance reasonably acceptable to the Placement Agent and its counsel; and

                  (iv) the Registration  Rights Agreement,  duly executed by the
Company.

            (b) At each  Closing,  each  Investor  who or  which  is  purchasing
Securities at such Closing shall deliver or cause to be delivered to the Company
the following:

                  (i)  his,  her or its  Investment  Amount,  in  United  States
dollars  and in  immediately  available  funds,  by wire  transfer to an account
designated in writing by the Company for such purpose; and

                  (ii) the Registration Rights Agreement,  duly executed by such
Investor.


                                       5
<PAGE>

                                  ARTICLE III.
                         REPRESENTATIONS AND WARRANTIES

      3.1  Representations  and  Warranties of the Company.  The Company  hereby
represents  and warrants to each Investor with respect to GXPT as of the date of
this Agreement and with respect to the Combined  Company as of each Closing Date
as  follows,  except  as set  forth  on the  Schedules  attached  hereto,  which
Schedules may be updated (as contemplated by Section 5.1(a)) with respect to the
representations and warranties made by the Company as of any Subsequent Closing,
but which such amendments shall only be applicable to the purchase of Securities
at such Subsequent Closing:

            (a) Subsidiaries. The Company has no direct or indirect Subsidiaries
other than those  listed in Schedule  3.1(a).  Except as  disclosed  in Schedule
3.1(a),  the Company owns,  directly or indirectly,  all of the capital stock of
each  Subsidiary  free and clear of any and all  Liens,  and all the  issued and
outstanding  shares of capital stock of each  Subsidiary  are validly issued and
are fully paid, non-assessable and free of preemptive and similar rights.

            (b)  Organization  and  Qualification.  Each of the Company and each
Subsidiary  is an entity  duly  incorporated  or  otherwise  organized,  validly
existing  and in  good  standing  under  the  laws  of the  jurisdiction  of its
incorporation  or  organization  (as  applicable),  with the requisite power and
authority to own and use its  properties and assets and to carry on its business
as currently  conducted.  Neither the Company nor any Subsidiary is in violation
of  any  of  the  provisions  of  its  respective  certificate  or  articles  of
incorporation,  bylaws or other organizational or charter documents. Each of the
Company and each Subsidiary is duly qualified to conduct business and is in good
standing as a foreign  corporation or other entity in each jurisdiction in which
the  nature  of the  business  conducted  or  property  owned by it  makes  such
qualification necessary,  except where the failure to be so qualified or in good
standing, as the case may be, could not, individually or in the aggregate,  have
or  reasonably  be expected to result in (i) an adverse  effect on the legality,
validity or  enforceability  of any  Transaction  Document,  (ii) a material and
adverse  effect on the results of  operations,  assets,  prospects,  business or
condition (financial or otherwise) of the Company and the Subsidiaries, taken as
a whole, or (iii) an adverse impairment to the Company's ability to perform on a
timely basis its obligations under any Transaction Document (any of (i), (ii) or
(iii), a "MATERIAL ADVERSE EFFECT").

            (c)  Authorization;  Enforcement.  The  Company  has  the  requisite
corporate  power and authority to enter into and to consummate the  transactions
contemplated by each of the Transaction Documents and otherwise to carry out its
obligations  thereunder.  The execution and delivery of each of the  Transaction
Documents  by  the  Company  and  the  consummation  by it of  the  transactions
contemplated  thereby have been duly  authorized by all necessary  action on the
part of the Company and its  stockholders  and no further  action is required by
the Company in connection therewith. Each Transaction Document has been (or upon
delivery  will have been) duly  executed by the Company and,  when  delivered in
accordance  with the  terms  hereof,  will  constitute  the  valid  and  binding
obligation of the Company enforceable against the Company in accordance with its
terms.


                                       6
<PAGE>

            (d) No Conflicts.  The  execution,  delivery and  performance of the
Transaction  Documents by the Company and the consummation by the Company of the
transactions  contemplated  thereby  do not and  will not (i)  conflict  with or
violate any  provision  of the  Company's  or any  Subsidiary's  certificate  or
articles of incorporation,  bylaws or other organizational or charter documents,
or (ii) conflict  with, or constitute a default (or an event that with notice or
lapse of time or both  would  become a  default)  under,  or give to others  any
rights of termination,  amendment, acceleration or cancellation (with or without
notice, lapse of time or both) of, any agreement, credit facility, debt or other
instrument  (evidencing  a Company or  Subsidiary  debt or  otherwise)  or other
understanding  to which the Company or any Subsidiary is a party or by which any
property  or asset of the Company or any  Subsidiary  is bound or  affected,  or
(iii)  result in a violation  of any law,  rule,  regulation,  order,  judgment,
injunction,  decree or other restriction of any court or governmental  authority
to which the Company or a  Subsidiary  is subject  (including  federal and state
securities  laws and  regulations),  or by which  any  property  or asset of the
Company  or a  Subsidiary  is bound or  affected;  except in the case of each of
clauses (ii) and (iii),  such as could not,  individually  or in the  aggregate,
have or reasonably be expected to result in a Material Adverse Effect.

            (e) Filings, Consents and Approvals. Except as set forth in Schedule
3.1(e), the Company is not required to obtain any consent, waiver, authorization
or order of, give any notice to, or make any filing or  registration  with,  any
court or other federal,  state, local or other  governmental  authority or other
Person in connection with the execution, delivery and performance by the Company
of the Transaction  Documents,  other than (i) the filing with the Commission of
(A) one or more  Registration  Statements in accordance with the requirements of
the Registration Rights Agreement and (B) a Notice of Sale of Securities on Form
D within 15 days of the relevant  Closing Date,  (ii) filings  required by state
securities laws, which the Company will promptly,  and in any event prior to (A)
the due date  prescribed by applicable  law and (B) the  Effectiveness  Date (as
such  term  is  defined  in  the  Registration   Rights   Agreement)  under  the
Registration  Statement,  make (at the sole  expense of the Company) in order to
permit the holders of the  Securities  to resell Shares to Persons in each State
in the U.S.A., and (iii) those that have been made or obtained prior to the date
of this Agreement.

            (f)  Issuance  of the  Securities.  The  Securities  have  been duly
authorized  and,  when issued and paid for in  accordance  with the  Transaction
Documents,  will be duly and validly issued, fully paid and nonassessable,  free
and clear of all  Liens.  The  Company  has  reserved  from its duly  authorized
capital stock all of the Shares issuable pursuant to this Agreement and pursuant
to the Warrants.

            (g) Capitalization.

                  (i) The  number of shares and type of all  authorized,  issued
and  outstanding  capital  stock,  options and other  securities  of the Company
(whether or not presently  convertible  into or exchangeable  for or exercisable
into shares of capital  stock of the  Company),  and all shares of Common  Stock
reserved for issuance under the Company's various option and incentive plans, is
set forth in Schedule  3.1(g).  All  outstanding  shares of capital stock of the
Company are duly authorized,  validly issued,  fully paid and  non-assesable and


                                       7
<PAGE>

have been issued in compliance with all applicable  securities  laws.  Except as
set forth in Schedule  3.1(g),  no  securities  of the  Company are  entitled to
preemptive  or similar  rights,  and no Person  has any right of first  refusal,
preemptive right, right of participation, or any similar right to participate in
the transactions  contemplated by the Transaction Documents.  Except as a result
of the purchase and sale of the  Securities  and except as disclosed in Schedule
3.1(g),  there are no outstanding options,  warrants,  scrip rights to subscribe
to, calls or commitments of any character whatsoever relating to, or securities,
rights or obligations convertible into or exchangeable for, or giving any Person
any right to subscribe for or acquire, any shares of Common Stock, or contracts,
commitments,  understandings  or  arrangements  by  which  the  Company  or  any
Subsidiary is or may become bound to issue additional shares of Common Stock, or
securities or rights  convertible or  exchangeable  into shares of Common Stock.
Except as set forth in  Schedule  3.1(g),  there are no  anti-dilution  or price
adjustment  provisions  contained in any security issued by the Company or other
agreement and the issue and sale of the Securities will not, immediately or with
the passage of time,  obligate  the Company to issue  shares of Common  Stock or
other securities to any Person (other than the Investors) and will not result in
a right of any holder of Company securities to adjust the exercise,  conversion,
exchange or reset price under such  securities.  Except as set forth on Schedule
3.1(g) attached hereto,  to the knowledge of the Company,  no Person or group of
related Persons  beneficially  owns (as determined  pursuant to Rule 13d-3 under
the  Exchange  Act)  or has  the  right  to  acquire,  by  agreement  with or by
obligation binding upon the Company,  beneficial ownership of in excess of 5% of
the outstanding  Common Stock,  ignoring for such purposes any limitation on the
number of shares that may be owned at any one time.

                  (ii) Immediately  following the Closing,  the Company's issued
and  outstanding  shares of capital stock,  on a fully diluted  basis,  shall be
allocated as set forth on Schedule 3.1(g)(ii).

            (h) Commission Reports;  Financial  Statements.  The Common Stock of
the Company has been  registered  under  Section 12 of the  Exchange Act and the
Company is subject to the periodic  reporting  requirements of Section 13 of the
Exchange  Act.  The  financial  statements  of the Company to be provided to the
Investors  prior to the relevant  Closing  comply in all material  respects with
applicable  accounting  requirements  and  the  rules  and  regulations  of  the
Commission  with  respect  thereto  as in  effect  at the time of  filing.  Such
financial  statements  have been  prepared  in  accordance  with U.S.  generally
accepted accounting  principles applied on a consistent basis during the periods
involved  ("GAAP"),  except  as may be  otherwise  specified  in such  financial
statements or the notes thereto,  or in the case of unaudited  interim financial
statements,  to the extent they may exclude  footnotes  or may be  condensed  or
summary  statements  and fairly  present in all material  respects the financial
position  of the  Company and its  consolidated  Subsidiaries  as of and for the
dates thereof and the results of operations  and cash flows for the periods then
ended,  subject,  in the case of unaudited  statements,  to normal,  immaterial,
year-end audit adjustments. The financial statements referred to in this Section
3.1(h) contain all  certifications  and statements  required by the SEC's Order,
dated June 27, 2002,  pursuant to Section 21(a)(1) of the Exchange Act (File No.
4-460), Rule 13a-14 or 15d-14 under the Exchange Act, or 18 U.S.C.  Section 1350
(Sections  302 and 906 of the  Sarbanes-Oxley  Act of 2002) with  respect to the
report relating thereto.  The financial  statements  referred to in this Section
3.1(h)  comply as to form in all material  respects with  applicable  accounting
requirements and with the published rules and regulations of the Commission with
respect  thereto,  have been prepared in accordance  with GAAP (except as may be
indicated  in  the  notes  thereto  or,  in  the  case  of  unaudited  financial
statements,  as permitted by the rules and  regulations of the  Commission)  and
fairly present,  subject in the case of the unaudited financial  statements,  to
customary year end audit  adjustments,  the financial position of the Company as
at the dates thereof and the results of its operations and cash flows.


                                       8
<PAGE>

            (i) Press Releases.  The press releases  disseminated by the Company
during the two (2) years  preceding the date of this Agreement  taken as a whole
do not  contain  any  untrue  statement  of a  material  fact or omit to state a
material  fact  required to be stated  therein or necessary in order to make the
statements therein, in light of the circumstances under they they were made, not
misleading.

            (j) Material Changes. Since the date of the latest audited financial
statements except as set forth on Schedule 3.1(j) attached hereto, (i) there has
been no event,  occurrence or development  that has had or that could reasonably
be expected  to result in a Material  Adverse  Effect,  (ii) the Company has not
incurred any liabilities (contingent or otherwise) other than (A) trade payables
and accrued expenses  incurred in the ordinary course of business  consistent in
nature and amount with past  practice  and (B)  liabilities  not  required to be
reflected in the Company's financial  statements pursuant to GAAP or required to
be  disclosed  in filings  made with the  Commission,  (iii) the Company has not
altered  its method of  accounting  or the  identity of its  auditors,  (iv) the
Company has not declared or made any dividend or  distribution  of cash or other
property to its  stockholders  or purchased,  redeemed or made any agreements to
purchase or redeem any shares of its capital stock,  and (v) the Company has not
issued any equity  securities  to any  officer,  director or  Affiliate,  except
pursuant to existing  Company  stock  option  plans.  The Company  does not have
pending  before  the  Commission  any  request  for  confidential  treatment  of
information.

            (k)  Litigation.  There is no Action which (i) adversely  affects or
challenges the legality,  validity or  enforceability  of any of the Transaction
Documents or the Securities or could,  individually or in the aggregate, have or
reasonably  be expected to result in a Material  Adverse  Effect.  Except as set
forth  in  Schedule  3.1(k)  attached  hereto,   neither  the  Company  nor  any
Subsidiary,  nor any director or officer thereof,  is or has been the subject of
any Action involving a claim of violation of or liability under federal or state
securities laws or a claim of breach of fiduciary duty.  There has not been, and
to the best knowledge of the Company, there is not pending or contemplated,  any
investigation  by the Commission  involving the Company or any current or former
director or officer of the Company. The Commission has not issued any stop order
or other order suspending the effectiveness of any registration  statement filed
by the Company or any Subsidiary under the Exchange Act or the Securities Act.

            (l) Labor  Relations.  No material  labor dispute  exists or, to the
knowledge of the Company,  is imminent  with respect to any of the  employees of
the Company.


                                       9
<PAGE>

            (m)  Compliance.  Neither the Company nor any  Subsidiary  (i) is in
default  under or in violation  of (and no event has occurred  that has not been
waived that, with notice or lapse of time or both,  would result in a default by
the Company or any  Subsidiary  under),  nor has the  Company or any  Subsidiary
received  notice  of a  claim  that  it is in  default  under  or  that it is in
violation of, any indenture,  loan or credit agreement or any other agreement or
instrument  to which it is a party  or by which it or any of its  properties  is
bound  (whether or not such default or violation  has been  waived),  (ii) is in
violation of any order of any court,  arbitrator or governmental  body, or (iii)
is or  has  been  in  violation  of  any  statute,  rule  or  regulation  of any
governmental authority,  including,  without limitation,  all foreign,  federal,
state and local laws relating to taxes,  environmental protection,  occupational
health and safety,  product quality and safety and employment and labor matters,
except in each case as could  not,  individually  or in the  aggregate,  have or
reasonably be expected to result in a Material Adverse Effect. The Company is in
compliance with the applicable  requirements of the  Sarbanes-Oxley Act of 2002,
as  amended,  and the  rules  and  regulations  thereunder,  except  where  such
noncompliance  could not have or  reasonably be expected to result in a Material
Adverse Effect.

            (n) Regulatory Permits. The Company and the Subsidiaries possess all
certificates,  authorizations  and permits  issued by the  appropriate  federal,
state,  local or foreign  regulatory  authorities  necessary  to  conduct  their
respective  businesses as described in Schedule 3.1(n) attached  hereto,  except
where the failure to possess  such  permits  would not,  individually  or in the
aggregate, have or reasonably be expected to result in a Material Adverse Effect
("MATERIAL  PERMITS"),  and neither the Company nor any  Subsidiary has received
any notice of  proceedings  relating to the  revocation or  modification  of any
Material Permit.

            (o) Title to Assets.  The Company and the Subsidiaries have good and
marketable  title to all real  property  owned by them that is material to their
respective  businesses  and good and marketable  title in all personal  property
owned by them that is material to their respective businesses, in each case free
and clear of all Liens,  except for Liens as do not materially  affect the value
of such property and do not materially  interfere with the use made and proposed
to be made of such  property  by the  Company  and the  Subsidiaries.  Any  real
property and facilities held under lease by the Company and the Subsidiaries are
held by them under valid, subsisting and enforceable leases of which the Company
and the Subsidiaries are in compliance,  except as could not, individually or in
the  aggregate,  have or reasonably be expected to result in a Material  Adverse
Effect.

            (p) Patents and Trademarks. (i) The PPM accurately describes (i) all
issued Patents and  registrations  and applications for all Patents,  Trademarks
and Copyrights owned by or licensed to the Company or any Subsidiary relating to
Intellectual  Property,  and  (iii)  all  material  contracts,   agreements  and
arrangements  relating to Intellectual  Property (whether in writing or oral) to
which the Company or any Subsidiary is a party, by which any of their respective
assets or  properties  are bound or which are used or useful in the  business of
the Company  and/or any  Subsidiary as currently  conducted or as proposed to be
conducted.  As used  herein,  the term  "INTELLECTUAL  PROPERTY"  means  (i) all
compounds and inventions  (whether patentable or unpatentable and whether or not
reduced to practice)  and all  improvements  thereon,  (ii) all patents,  patent
applications   and   patent   disclosures,   together   with  all   reissuances,


                                       10
<PAGE>

continuations,  continuations-in-part,  revisions, extensions and reexaminations
thereof (collectively,  "PATENTS"),  (iii) all trademarks,  service marks, trade
dress,  logos,  trade names and corporate  names  (collectively,  "TRADEMARKS"),
including all goodwill associated therewith, and all applications, registrations
and  renewals  in  connection  therewith,  (iv)  all  copyrightable  works,  all
copyrights  and all  applications,  registrations  and  renewals  in  connection
therewith (collectively, "COPYRIGHTS"), (v) all mask works and all applications,
registrations and renewals in connection  therewith,  (vi) all trade secrets and
confidential  business  information  (including,   without  limitation,   ideas,
research and  development,  data,  results,  know-how,  formulas,  compositions,
manufacturing and production processes and techniques,  technical data, designs,
drawings,  specifications,   customer  and  supplier  lists,  pricing  and  cost
information and business and marketing plans and proposals),  (vii) all computer
software  (including  data and  related  documentation)  and  (viii)  all  other
proprietary rights.

                  (ii) The Company or its  Subsidiary,  as applicable,  owns, is
licensed to use,  or  otherwise  has the right to use all  Company  Intellectual
Property and all such Company  Intellectual  Property will be owned or available
for use by the Company  and/or the  Subsidiary,  as  applicable,  following  the
relevant Closing.  The Company and the Subsidiaries have taken all necessary and
commercially  reasonable actions to maintain and protect their material owned or
licensed Company Intellectual  Property.  As used herein,  "COMPANY INTELLECTUAL
PROPERTY" means all Intellectual Property used or held for use by the Company or
any  Subsidiary in the conduct of the business of the Company or any  Subsidiary
as currently conducted or as proposed to be conducted.

                  (iii)  To the  best  knowledge  of the  Company,  neither  the
Company  nor  any  Subsidiary  has  infringed   upon  or   misappropriated   any
Intellectual  Property rights of third parties,  and the continued  operation of
the Company and the  Subsidiaries  as currently  conducted and as proposed to be
conducted  does not infringe  upon or  misappropriate  or otherwise  violate any
Intellectual  Property rights of third parties. To the Company's best knowledge,
no Person has  infringed  upon or  misappropriated  or  otherwise  violated  any
Company Intellectual Property.

                  (iv)  Except  as  disclosed  in the  PPM or as  set  forth  on
Schedule  3.1(p)  attached  hereto,   with  respect  to  each  item  of  Company
Intellectual  Property:  (i) the Company or a  Subsidiary  possesses  all right,
title (if owned)  and  interest  in and to the item,  free and clear of any Lien
(other than, in the case of licensed Intellectual Property, restrictions created
by the licenses  themselves);  (ii) the item of Company Intellectual Property is
not subject to any outstanding order, injunction,  judgment, decree or ruling of
any  Regulatory  Authority  (other  than the  applicable  patent  and  trademark
prosecution protection proceedings themselves);  (iii) all of the issued Patents
are valid and enforceable;  and (iv) none of the Patents have been abandoned. As
used herein,  the term "Regulatory  Authority"  means any applicable  government
regulatory  authority,  domestic or foreign,  involved in granting approvals for
the manufacturing, marketing, reimbursement and/or pricing of any Product of the
Company or any Subsidiary:  the term "Product" means  preparations in final form
for sale by  prescription,  over-the-counter  or any other method that  contains
Compound or one or more active  ingredients;  the term "Compound" means compound
or compounds  described in the PPM as belonging to the Company or any Subsidiary
or claimed by the Company or a Subsidiary in one or more of Patents.


                                       11
<PAGE>

                  (v) The rights to all  inventions  of any of the  Company's or
any Subsidiary's employees or consultants,  former employees or consultants made
while  either  not  employed  or  retained  by the  Company  or  Subsidiary,  as
applicable, which are utilized by the Company in the conduct of the Company's or
any Subsidiary's  business as presently conducted or as proposed to be conducted
have been fully  assigned  or  licensed  to the  Company or the  Subsidiary,  as
applicable.  The  rights  to all  inventions  of any  of  the  Company's  or any
Subsidiary's  employees or  consultants,  former  employees or consultants  made
while employed or retained by the Company or any Subsidiary,  which are utilized
by the Company in the conduct of the Company's or any  Subsidiary's  business as
presently  conducted or as proposed to be conducted  have been fully assigned or
licensed to the Company or the Subsidiary, as applicable.

            (q)  Insurance.  The  Company  and the  Subsidiaries  are insured by
insurers of recognized  financial  responsibility  against such losses and risks
and in such amounts as are prudent and customary in the  businesses in which the
Company and the Subsidiaries  are engaged.  The Company has no reason to believe
that it will not be able to renew its  existing  insurance  coverage as and when
such coverage expires or to obtain similar coverage from similar insurers as may
be necessary to continue its business without a significant increase in cost.

            (r) Transactions With Affiliates and Employees.  Except as set forth
on Schedule  3.1(r)  attached  hereto,  none of the officers or directors of the
Company  and, to the  knowledge  of the  Company,  none of the  employees of the
Company  is  presently  a party  to any  transaction  with  the  Company  or any
Subsidiary  (other than for  services as  employees,  officers  and  directors),
including  any  contract,  agreement  or  other  arrangement  providing  for the
furnishing  of  services  to or by,  providing  for  rental of real or  personal
property to or from,  or  otherwise  requiring  payments to or from any officer,
director or such  employee or, to the  knowledge  of the Company,  any entity in
which any officer,  director, or any such employee has a substantial interest or
is an officer, director, trustee or partner.

            (s)  Internal  Accounting  Controls.  The  Company is subject to the
periodic reporting requirements of Section 13 of the Exchange Act. Except as set
forth  on  Schedule  3.1(s),  the  Company  maintains  disclosure  controls  and
procedures  required  by Rule  13a-15 or 15d-15  under the  Exchange  Act;  such
controls and  procedures  are effective to ensure that all material  information
concerning  the  Company  is made  known  on a timely  basis to the  individuals
responsible for the preparation of the Company's financial statements.

            (t)  Solvency.   Following  the  consummation  of  the  transactions
contemplated  hereby,  (i) the Company's fair saleable value of its assets in an
orderly liquidation exceeds the amount that will be required to be paid on or in
respect of the Company's  existing debts and other liabilities  (including known
contingent  liabilities)  as they  mature;  (ii)  the  Company's  assets  do not
constitute  unreasonably  small capital to carry on its business for the current
fiscal  year as now  conducted  and as proposed to be  conducted  including  its
capital needs taking into account the  particular  capital  requirements  of the
business  conducted by the  Company,  and  projected  capital  requirements  and
capital  availability  thereof;  (iii) the  current  cash  flow of the  Company,
together with the proceeds the Company would  receive,  were it to liquidate all
of its assets, after taking into account all anticipated uses of the cash, would
be  sufficient to pay all amounts on or in respect of its debt when such amounts
are required to be paid;  and (iv) the Company's  total  indebtedness  shall not
exceed $1,1000,000 (exclusive of approximately $580,000 of notes to be converted
upon the Initial  Closing and amounts owing to Penn under the Penn License of up
to $485,000  through  December 15,  2007).  The Company does not intend to incur
debts  beyond its ability to pay such debts as they mature  (taking into account
the timing and amounts of cash to be payable on or in respect of its debt).


                                       12
<PAGE>

            (u)  Certain  Fees.  Except as  described  in  Schedule  3.1(u),  no
brokerage or finder's fees or commissions  are or will be payable by the Company
to any  broker,  financial  advisor  or  consultant,  finder,  placement  agent,
investment  banker,  bank or  other  Person  with  respect  to the  transactions
contemplated  by this  Agreement.  The Investors  shall have no obligation  with
respect  to any fees or with  respect  to any  claims  (other  than such fees or
commissions owed by an Investor pursuant to written agreements  executed by such
Investor  which fees or  commissions  shall be the sole  responsibility  of such
Investor) made by or on behalf of other Persons for fees of a type  contemplated
in this Section that may be due in connection with the transactions contemplated
by this Agreement.

            (v)  Certain  Registration  Matters.  Assuming  the  accuracy of the
Investors'  representations and warranties set forth in Section  3.3(b)-(e),  no
registration  under the Securities Act is required for the offer and sale of the
Securities  by the Company to the  Investors  under the  Transaction  Documents.
Except for the  Registration  Rights  Agreement  and/or as described in Schedule
3.1(v),  the Company has not granted or agreed to grant to any Person any rights
(including  "piggy-back"  registration  rights)  to have any  securities  of the
Company registered with the Commission or any other governmental  authority that
have not been satisfied.

            (w) Listing and  Maintenance  Requirements.  Except as  specified on
Schedule 3.1(w) attached hereto, the Company has not, in the two years preceding
the date hereof,  received notice from any Trading Market to the effect that the
Company  is not in  compliance  with the  listing  or  maintenance  requirements
thereof.  The Company  is, and has no reason to believe  that it will not in the
foreseeable   future  continue  to  be,  in  compliance  with  the  listing  and
maintenance  requirements  for  continued  listing  of the  Common  Stock on the
Trading  Market  on which  the  Common  Stock is  currently  listed  or  quoted,
including the applicable eligibility rules thereunder.  The issuance and sale of
the Securities under the Transaction Documents does not contravene the rules and
regulations of the Trading Market on which the Common Stock is currently  listed
or quoted,  and no approval of the  shareholders  of the Company  thereunder  is
required for the Company to issue and deliver to the  Investors  the  Securities
contemplated by Transaction Documents.

            (x) Investment Company.  The Company is not, and is not an Affiliate
of, an "investment  company" within the meaning of the Investment Company Act of
1940, as amended.

            (y) Application of Takeover  Protections.  There is no control share
acquisition, business combination, poison pill (including any distribution under
a rights agreement) or other similar anti-takeover provision under the Company's
Certificate of Incorporation  (or similar charter  documents) or the laws of its
state of incorporation  that is or could become applicable to the Investors as a
result  of the  Investors  and  the  Company  fulfilling  their  obligations  or
exercising  their  rights under the  Transaction  Documents,  including  without
limitation the Company's issuance of the Securities and the Investors' ownership
of the Securities.


                                       13
<PAGE>

            (z)  No  Additional  Agreements.  The  Company  does  not  have  any
agreement or  understanding  with any Investor with respect to the  transactions
contemplated  by the  Transaction  Documents  other  than as  specified  in this
Agreement.

            (aa) Private Placement. Neither the Company nor any Person acting on
the  Company's  behalf has sold or offered to sell or solicited any offer to buy
the  Securities  by means of any form of general  solicitation  or  advertising.
Other than as set forth on Schedule 3.1(aa) attached hereto, neither the Company
nor any of its  Affiliates  nor any Person acting on the  Company's  behalf has,
directly or indirectly,  at any time within the past six months,  made any offer
or sale of any security or  solicitation  of any offer to buy any security under
the  circumstances  that would eliminate the  availability of the exemption from
registration  under Regulation D under the Securities Act in connection with the
offer and sale of the Securities contemplated hereby.

            (bb) Form SB-2 Eligibility.  The Company is eligible to register its
Common Stock for resale by the Investors using Form SB-2  promulgated  under the
Securities Act.

            (cc)  Going  Concern.  Following  consummation  of the  transactions
contemplated  hereby  (after  taking into account the  proceeds  received by the
Company from the sale of the  Securities) the Company has no knowledge or reason
to believe that the Company's independent public accountants will issue an audit
letter  containing a "going  concern"  opinion in connection  with the Company's
quarterly  report on Form  10-QSB  pursuant  to  Section  13 or 15(d)  under the
Exchange Act for the period ended July 31, 2004 or otherwise.

            (dd) Foreign Corrupt Practice.  Neither the Company no any director,
officer, agent, employee or other person acting on behalf of the Company has, in
the course of his actions for, or on behalf of, the Company  used any  corporate
funds  for any  unlawful  contribution,  gift  entertainment  or other  unlawful
expenses  relating to political  activity;  made any direct or indirect unlawful
payment  to any  foreign  or  domestic  government  official  or  employee  from
corporate fund; violated or is in violation of any provision of the U.S. Foreign
Corrupt  Practices Act of 1977;  or made any bribe,  rebate,  payoff,  influence
payment,  kickback  or  other  unlawful  payment  to  any  foreign  or  domestic
government official or employee.

            (ee)  Share  Exchange  and  Reorganization  Agreement.  Each  of the
representations  and  warranties  of GXPT and  Advaxis  contained  in the  Share
Exchange and Reorganization Agreement is true and correct as of the date of such
agreement   and  (except  as  modified  by  the  closing  of  the   transactions
contemplated hereby and thereby) as of the relevant Closing.


                                       14
<PAGE>

            (ff)  Disclosure.  The Company  understands  and  confirms  that the
Investors will rely on the foregoing  representations and covenants in effecting
transactions  in  securities  of the  Company.  All  disclosure  provided to the
Investors regarding the Company, its business and the transactions  contemplated
hereby, furnished by or on behalf of the Company (including, without limitation,
the Company's representations and warranties set forth in this Agreement and the
disclosure  contained  in the PPM) are true and  correct  and do not contain any
untrue statement of a material fact or omit to state any material fact necessary
in order to make the  statements  made  therein,  in light of the  circumstances
under  which  they were  made,  not  misleading.  No event or  circumstance  has
occurred  or  information  exists  with  respect  to the  Company  or any of its
Subsidiaries  or its or their  business,  properties,  prospects,  operations or
financial conditions, which, under applicable law, rule or regulation,  requires
public  disclosure or announcement by the Company which has not been so publicly
announced or  disclosed.  The Company  acknowledges  and agrees that no Investor
makes  or has  made  any  representations  or  warranties  with  respect  to the
transactions  contemplated  hereby  other than those  specifically  set forth in
Section 3.2.

      3.2 Representations and Warranties of the Investors. Each Investor hereby,
for itself and for no other Investor,  represents and warrants to the Company as
follows:

            (a) Organization;  Authority.  Such Investor,  if an entity, is duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of the
jurisdiction  of its  organization  with the requisite  corporate or partnership
power  and  authority  to  enter  into  and  to  consummate   the   transactions
contemplated by the applicable  Transaction Documents and otherwise to carry out
its obligations  thereunder.  Such Investor,  if a natural person, has the legal
capacity  and has the power and  authority to enter into and to  consummate  the
transactions  contemplated by the applicable Transaction Documents and otherwise
to carry out his or her  obligations  thereunder.  The  execution,  delivery and
performance by such Investor, if an entity, of the transactions  contemplated by
this Agreement has been duly  authorized by all necessary  corporate or, if such
Investor is not a corporation,  such  partnership,  limited liability company or
other  applicable  like  action,  on the  part  of such  Investor.  Each of this
Agreement and the  Registration  Rights Agreement has been duly executed by such
Investor,  and when delivered by such Investor in accordance  with terms hereof,
will  constitute  the valid and legally  binding  obligation  of such  Investor,
enforceable against him, her or it in accordance with its terms.

            (b) Investment Intent.  Such Investor is acquiring the Securities as
principal for its own account for  investment  purposes only and not with a view
to or for distributing or reselling such Securities or any part thereof, without
prejudice,  however,  to such Investor's right at all times to sell or otherwise
dispose of all or any part of such  Securities  in  compliance  with  applicable
federal  and  state  securities  laws.  Subject  to  the  immediately  preceding
sentence,  nothing contained herein shall be deemed a representation or warranty
by such Investor to hold the  Securities  for any period of time.  Such Investor
does not have any agreement or understanding,  directly or indirectly,  with any
Person to distribute any of the Securities.


                                       15
<PAGE>

            (c) Investor Status/Residence. At the time such Investor was offered
the  Securities,  he, she or it was, and at the date hereof he, she or it is, an
"accredited  investor" as defined in Rule 501(a) under the Securities  Act. Such
Investor is not a registered broker-dealer under Section 15 of the Exchange Act.
Each Investor  represents  that, to the extent that he or she is an  individual,
that he or she is a resident of the state set forth  opposite his or her name on
signature page, and, to the extent that it is an organizational  entity, they it
has been organized under the laws of the state or country set forth opposite its
name on signature page.

            (d)  General  Solicitation.  Such  Investor  is not  purchasing  the
Securities  as  a  result  of  any  advertisement,   article,  notice  or  other
communication  regarding the Securities published in any newspaper,  magazine or
similar media or broadcast over  television or radio or presented at any seminar
or any other general solicitation or general advertisement.

            (e) Access to Information.  Such Investor  acknowledges  that it has
reviewed  this  Agreement,  the  Disclosure  Schedules  and the PPM and has been
afforded (i) the  opportunity to ask such  questions as it has deemed  necessary
of, and to receive answers from,  representatives  of the Company concerning the
terms and  conditions of the offering of the Securities and the merits and risks
of investing in the Securities; (ii) access to information about the Company and
the  Subsidiaries  and  their  respective   financial   condition,   results  of
operations, business, properties,  management and prospects sufficient to enable
it to  evaluate  its  investment;  and (iii)  the  opportunity  to  obtain  such
additional  information  that  the  Company  possesses  or can  acquire  without
unreasonable  effort or expense that is necessary to make an informed investment
decision with respect to the  investment.  Neither such  inquiries nor any other
investigation  conducted by or on behalf of such Investor or its representatives
or counsel shall modify,  amend or affect such  Investor's  right to rely on the
truth, accuracy and completeness of this Agreement, the Disclosure Schedules and
the  PPM and the  Company's  representations  and  warranties  contained  in the
Transaction Documents.  The Transaction Documents,  the Disclosure Schedules and
the PPM supersede any other documents separately provided to the Investor by the
Company or the Placement Agent.

            (f) Independent Investment Decision. Such Investor has independently
evaluated  the merits of its  decision to purchase  Securities  pursuant to this
Agreement,  such decision has been  independently made by such Investor and such
Investor  confirms  that it has only  relied on the  advice of its own  business
and/or  legal  counsel  and not on the advice of any other  Investor's  business
and/or legal counsel in making such decision.

The Company  acknowledges and agrees that each Investor does not make or has not
made  any  representations  or  warranties  with  respect  to  the  transactions
contemplated hereby other than those specifically set forth in this Section 3.2.

                                  ARTICLE IV.
                         OTHER AGREEMENTS OF THE PARTIES

      4.1 Restrictive Legends.

            (a) Securities may only be disposed of in compliance  with state and
federal securities laws. In connection with any transfer of the Securities other
than  pursuant to an effective  registration  statement,  to the Company,  to an
Affiliate of an Investor or in connection  with a pledge as  contemplated in the
legend  contained  in Section  4.1(b),  the Company  may require the  transferor
thereof  to  provide to the  Company  an  opinion  of  counsel  selected  by the
transferor,  the  form  and  substance  of which  opinion  shall  be  reasonably
satisfactory  to the Company,  to the effect that such transfer does not require
registration of such transferred Securities under the Securities Act.


                                       16
<PAGE>

            (b)   Certificates   evidencing  the  Securities  will  contain  the
following legend, until such time as they are not required under Section 4.1(c):

            THESE  SECURITIES  HAVE NOT BEEN  REGISTERED WITH THE SECURITIES AND
            EXCHANGE  COMMISSION  OR THE  SECURITIES  COMMISSION OF ANY STATE IN
            RELIANCE UPON AN EXEMPTION  FROM  REGISTRATION  UNDER THE SECURITIES
            ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"),  AND,  ACCORDINGLY,
            MAY  NOT  BE  OFFERED  OR  SOLD  EXCEPT  PURSUANT  TO  AN  EFFECTIVE
            REGISTRATION  STATEMENT  UNDER THE  SECURITIES ACT OR PURSUANT TO AN
            AVAILABLE  EXEMPTION  FROM, OR IN A TRANSACTION  NOT SUBJECT TO, THE
            REGISTRATION  REQUIREMENTS  OF THE  SECURITIES ACT AND IN ACCORDANCE
            WITH  APPLICABLE  STATE  SECURITIES  LAWS  AS  EVIDENCED  BY A LEGAL
            OPINION OF COUNSEL TO THE  TRANSFEROR TO SUCH EFFECT,  THE SUBSTANCE
            OF WHICH  SHALL  BE  REASONABLY  ACCEPTABLE  TO THE  COMPANY.  THESE
            SECURITIES  MAY BE PLEDGED  IN  CONNECTION  WITH A BONA FIDE  MARGIN
            ACCOUNT SECURED BY SUCH SECURITIES.

            (c) Certificates  evidencing the Shares shall not contain any legend
(including  the legend set forth in Section  4.1(b)):  (i) while a  Registration
Statement  covering  the  resale  of such  securities  is  effective  under  the
Securities  Act, or (ii)  following a sale of such  Securities  pursuant to Rule
144, or (iii) while such Securities are eligible for sale under Rule 144(k),  or
(iv) if  such  legend  is not  required  under  applicable  requirements  of the
Securities Act (including judicial  interpretations and pronouncements issued by
the Staff of the  Commission)  provided in the case of (iv),  however,  that the
beneficial owner of the Securities is not an Affiliate of the Company. Following
such time as restrictive  legends are not required to be placed on  certificates
representing  Securities,  the Company  will,  not later than five  Trading Days
following the delivery by an Investor to the Company or the  Company's  transfer
agent of a certificate  representing  such  Securities  containing a restrictive
legend,  deliver  or  cause  to be  delivered  to such  Investor  a  certificate
representing  such  Securities  that is free  from  all  restrictive  and  other
legends.  The  Company  may  not  make  any  notation  on its  records  or  give
instructions to any transfer agent of the Company that enlarge the  restrictions
on transfer set forth in this Section.

      4.2 Furnishing of Information. As long as any Investor owns the Securities
and the Company is subject  thereto,  the Company  covenants  to timely file (or
obtain  extensions  in respect  thereof  and file  within the  applicable  grace
period)  all reports  required to be filed by the Company  after the date hereof
pursuant to the Exchange  Act. As long as any Investor owns  Securities,  if the
Company is not required to file reports  pursuant to such laws,  it will prepare
and furnish to the Investors and make publicly available in accordance with Rule
144(c) such information as is required for the Investors to sell such Securities
under Rule 144.  The Company  further  covenants  that it will take such further
action as any holder of Securities  may  reasonably  request,  all to the extent
required from time to time to enable such Person to sell such Securities without
registration  under the  Securities  Act within the limitation of the exemptions
provided by Rule 144.


                                       17
<PAGE>

      4.3 Securities Laws  Disclosure;  Publicity.  On the Initial Closing Date,
the Company shall issue a press release  reasonably  acceptable to a Majority of
the Investors disclosing the transactions  contemplated hereby and file with the
Commission a Current Report on Form 8-K (reasonably  acceptable to a Majority of
the Investors by written  consent or telephonic  conference  call as the Company
may  determine in its sole  discretion)  disclosing  the  material  terms of the
transactions  contemplated hereby. In addition, the Company will make such other
filings and notices in the manner and time  required by the  Commission  and the
Trading  Market  on which  the  Common  Stock  is  listed.  Notwithstanding  the
foregoing,  the Company shall not publicly disclose the name of any Investor, or
include the name of any Investor in any filing with the  Commission  (other than
the Registration  Statement filed pursuant to the Registration  Rights Agreement
and any exhibits to filings made in respect of this  transaction  in  accordance
with periodic  filing  requirements  under the Exchange  Act) or any  regulatory
agency or Trading  Market,  without the prior written  consent of such Investor,
except to the extent  such  disclosure  is  required  by law or  Trading  Market
regulations,  in which case the Company shall  provide the Investors  with prior
notice of such disclosure.

      4.4 Blue Sky Filings.  The Company shall file all  applicable  federal and
state  securities  laws  filings  required  in  connection  with the sale of the
Securities.

      4.5 Indemnification of Investors. In addition to the indemnity provided in
the  Registration  Rights  Agreement,  the Company will  indemnify  and hold the
Investors and their  respective  directors,  officers,  managers,  shareholders,
partners,  members,  employees and agents (each, an "INVESTOR  PARTY")  harmless
from  any and  all  losses,  liabilities,  obligations,  claims,  contingencies,
damages,  costs  and  expenses,   including  all  judgments,   amounts  paid  in
settlements,   court  costs  and  reasonable   attorneys'   fees  and  costs  of
investigation  (collectively,  "LOSSES") that any such Investor Party may suffer
or  incur  as a  result  of or  relating  to any  misrepresentation,  breach  or
inaccuracy of any  representation,  warranty,  covenant or agreement made by the
Company in any  Transaction  Document.  In addition to the  indemnity  contained
herein,  the Company will reimburse each Investor Party for its reasonable legal
and other expenses  (including the cost of any  investigation,  preparation  and
travel in  connection  therewith)  incurred  in  connection  therewith,  as such
expenses are incurred.

      4.6 Non-Public Information.  The Company covenants and agrees that neither
it nor any other  Person  acting on its behalf will  provide any Investor or its
agents or counsel with any  information  that the Company  believes  constitutes
material non-public  information,  unless prior thereto such Investor shall have
executed  a written  agreement  regarding  the  confidentiality  and use of such
information.  The Company  understands  and confirms that each Investor shall be
relying on the foregoing representations in effecting transactions in securities
of the Company.


                                       18
<PAGE>

      4.7 Use of Proceeds.  The Company shall use the net proceeds from the sale
of the  Securities  hereunder as set forth in the PPM;  provided,  however,  the
Company  agrees that it shall use no more than $300,000 of the proceeds from the
Initial  Closing to satisfy Company  indebtedness  outstanding as of the Initial
Closing Date  (including  without  limitation a maximum of $178,000  that may be
paid to Penn under the Penn License out of such proceeds).

      4.8 Integration.  The Company shall not, and shall use its best efforts to
ensure that no  Affiliate of the Company  shall sell,  offer for sale or solicit
offers to buy or  otherwise  negotiate in respect of any security of the Company
that would be  intergrated  with the offer or sale of the Securities in a manner
that would require the registration  under the Securities Act of the sale of the
Securities to the Investors.

      4.9  Reservation  of Listing of  Securities.  The Company shall maintain a
reserve from its duly authorized shares of Common Stock for issuance pursuant to
the  Transaction  Documents  in such  amount as may be  required  to fulfill its
obligations in full under the  Transaction  Documents.  In the event that at any
time the then authorized shares of Common Stock are insufficient for the Company
to satisfy its obligations in full under the Transaction Documents,  the Company
shall  promptly  take such  actions as may be required to increase the number of
authorized shares.

      4.10 Trading  Market.  The Company shall use its best efforts to apply, as
soon as practicable,  to have the Common Stock (including,  without  limitation,
the Shares) listed upon the American Stock Exchange or included for quotation on
the Nasdaq National Stock Market.

      4.11 Conduct of Business by the Company Pending the Termination  Date. The
Company  covenants and agrees that,  between the date hereof and the Termination
Date,  the Company  shall not conduct any business or take any action other than
in connection with the maintenance and preservation of its corporate  existence,
the compliance  with applicable  laws  (including  federal and state  securities
laws) or as expressly required or permitted by this Agreement or as contemplated
or required by the Share Exchange and  Reorganization  Agreement or as disclosed
in the PPM,  unless a Majority of the Investors shall otherwise agree by written
consent  or by  telephonic  conference  call.  By way of  amplification  and not
limitation,  except as expressly  permitted by this Agreement or as contemplated
by the Share Exchange and  Reorganization  Agreement,  the Company shall not and
shall not permit or cause any  Subsidiary  to,  between  the date hereof and the
Termination  Date,  directly  or  indirectly  do, or  propose  to do, any of the
following with the prior written consent of a Majority of the Investors:

            (a) amend or otherwise  change the Certificate of  Incorporation  or
By-laws or alter through merger, liquidation,  reorganization,  restructuring or
in any other fashion the corporate structure or ownership of the Company;


                                       19
<PAGE>

            (b)  issue,  sell,  transfer,  pledge,  dispose of or  encumber,  or
authorize the issuance, sale, transfer,  pledge,  disposition or encumbrance of,
any shares of capital stock of any class, or any options, warrants,  convertible
securities  or other rights of any kind to acquire any shares of capital  stock,
other than with  respect  to the  incurrence  of  indebtedness  pursuant  to the
issuance of convertible  promissory  notes and the issuance of warrants  related
thereto (which convertible  promissory notes and warrants shall be exchanged for
Units on the same terms as the Advaxis Notes),  or any other ownership  interest
of the Company; or sell, transfer,  pledge, dispose of or encumber, or authorize
the sale,  transfer,  pledge,  disposition  or  encumbrance of any assets of the
Company or redeem, purchase or otherwise acquire, directly or indirectly, any of
the capital  stock of the  Company  other than  pursuant to a stock  option plan
approved by the Company's  board of directors or other  agreement or arrangement
approved by the Company's board of directors;

            (c)  declare,  set aside or pay any  dividend or other  distribution
(whether in cash,  stock or other  securities  or  property  or any  combination
thereof,  other  than the  payment in kind of accrued  but unpaid  dividends  to
holders of preferred stock of the Subsidiary  prior to the Termination  Date) in
respect of any of its capital stock or other equity interests, split, combine or
reclassify any of its capital stock or other securities or issue or authorize or
propose  the  issuance of any other  securities  in respect of, in lieu of or in
substitution for shares of its capital stock or amend the terms of,  repurchase,
redeem or otherwise  acquire any of its securities,  or propose to do any of the
foregoing;

            (d) sell, transfer, lease, license,  sublicense,  mortgage,  pledge,
dispose of, encumber,  grant or otherwise dispose of any material  properties or
assets,  or amend or modify in any way any existing  agreements  with respect to
any material properties or assets other than in the ordinary course of business;

            (e)  purchase,  acquire (by merger,  consolidation,  acquisition  of
stock or other securities or assets or otherwise), lease, license, sublicense or
otherwise  obtain any  interest in any  properties  or assets  other than in the
ordinary  course  of  business  and  consistent  with past  practice;  incur any
indebtedness  for  borrowed  money  or  issue  any debt  securities  or  assume,
guarantee or endorse or otherwise as an  accommodation  become  responsible for,
the  obligations  of any Person,  or make any loans,  advances or enter into any
financial  commitments,  in each  case  other  than in the  ordinary  course  of
business and consistent with past practice;

            (f)  change  any  accounting   policies  or  procedures   (including
procedures with respect to reserves,  revenue recognition,  payments of accounts
payable and  collection  of accounts  receivable)  unless  required by statutory
accounting principles or U.S. generally acceptable accounting principles;

            (g)  create,  incur,  suffer to exist or  assume  any  liability  or
obligation  (absolute,  accrued,  contingent or  otherwise)  other than up to an
aggregate of $100,000 in  indebtedness  incurred for the purposes of undertaking
actions permitted under the first sentence of this Section 4.11, or with respect
to the  incurrence  of  indebtedness  pursuant to the  issuance  of  convertible
promissory notes and the issuance of warrants related thereto (which convertible
promissory  notes and warrants shall be exchanged for Units on the same terms as
the Advaxis  Notes),  or in the ordinary  course or business and consistent with
past practice or any lien on any of its material assets;


                                       20
<PAGE>

            (h)  engage  in  any  transaction,  or  enter  into  any  agreement,
arrangement,  or understanding with, directly or indirectly,  any related party,
other than those existing as of the date hereof;

            (i) fail to maintain in full force and effect all self-insurance and
insurance, as the case may be, currently in effect;

            (j)  hire  or  terminate   any  senior  level  or  key  employee  or
consultant;  increase the compensation  (including,  without limitation,  bonus)
payable  or to  become  payable  to its  officers  or  employees,  or grant  any
severance or  termination  pay or stock options to, or enter into any employment
or severance  agreement with any director,  officer or other senior level or key
employee of the Company, or establish, adopt, enter into or amend any collective
bargaining,  bonus, profit sharing, thrift, compensation,  stock or other equity
option,  restricted stock or other  restricted  security,  pension,  retirement,
deferred  compensation,   employment,  termination,  severance  or  other  plan,
agreement,  trust, fund, policy or arrangement for the benefit of any current or
former directors, officers or employees;

            (k) (A) enter into any material agreement, contract or commitment of
any kind or nature  whatsoever,  (B) modify,  amend or transfer or terminate any
material  agreement  other than in the ordinary  course of business to which the
Company  is a party,  including,  without  limitation,  the Share  Exchange  and
Reorganization  Agreement,  or waive,  release or assign any material  rights or
claims  thereunder  that adversely the rights of the Investors or (C) enter into
any lease  with  respect to real  property  with any third  party  other than as
approved by the Company's board of directors;

            (l) pay,  discharge,  satisfy  or settle  any  litigation  or waive,
assign or release  any  rights or  claims,  or pay,  discharge  or  satisfy  any
liabilities  or  obligations   (absolute,   accrued,   asserted  or  unasserted,
contingent or otherwise),  except in an amount or value not exceeding $25,000 in
any instance or series of related  instances  or $50,000 in the  aggregate or in
connection with any amounts owed Penn pursuant to the Penn License;

            (m) issue any press  release or make any public  announcement  which
has not been approved by a Majority of the  Investors,  provided that a Majority
of the Investors may not unreasonably  withhold consent for any press release or
announcement required by applicable law; or

            (n) authorize, recommend, propose or announce an intention to do any
of the foregoing,  or agree or enter into any agreement,  contract commitment or
arrangement to do any of the foregoing.


                                       21
<PAGE>

      4.12 Notification.  Between the date of this Agreement and the Termination
Date,  the Company will promptly  notify the Investors and Advaxis in writing of
the following:

            (a) any  fact or any  condition  that  causes  any of the  Company's
representations and warranties in this Agreement to be materially  inaccurate as
of the date of this Agreement, or if the Company becomes aware of the occurrence
after the date of this  Agreement of any fact or condition  that would cause any
such   representation   or  warranty  to  be  materially   inaccurate  had  such
representation  and  warranty  been  made as of the  time of the  occurrence  or
discovery of such fact or condition;

            (b) any fact or any  condition  that causes any of the  Company's or
Advaxis' representations and warranties in the Share Exchange and Reorganization
Agreement to be materially  inaccurate as of the date of such  agreement,  or if
the Company becomes aware of the occurrence  after the date of this Agreement of
any fact or condition that would cause any such representation or warranty to be
materially  inaccurate had such  representation and warranty been made as of the
time of the occurrence or discovery of such fact or condition;

            (c) any breach by the  Company  or by Advaxis of the Share  Exchange
and Reorganization Agreement; or

            (d) any fact or circumstance  which might  reasonably be expected to
delay or prevent  the  closing  of the  transactions  contemplated  by the Share
Exchange and Reorganization Agreement or this Agreement.

      4.13 Best  Efforts.  Between  the date of this  Agreement  and the Closing
Date, the Company will use its best efforts to comply with the provisions of the
Share Exchange and  Reorganization  Agreement and to consummate the transactions
contemplated  thereby and to cause the  conditions in Sections 5.1 and 5.2 to be
satisfied.

      4.14  Additional  Covenants.  After the Initial Closing Date and until the
earlier to occur of the eighteenth month anniversary of the Termination Date and
the date which is 90 days following the date on which a  Registration  Statement
covering the resale of the Shares is declared effective by the Commission:

            (a) the  Company  shall  not,  and  shall  not  permit  or cause any
Subsidiary  to,  directly or indirectly  do, or propose to take any action which
could have or reasonably be expected to result in a material and adverse  effect
on  the  results  of  operations,   assets,  prospects,  business  or  condition
(financial or otherwise) of the Company and its Subsidiaries;

            (b) unless  otherwise  approved  by a  Majority  of  Investors,  the
Company  shall not cause or permit (i) the  issuance,  sale,  transfer,  pledge,
disposition  or  encumbrance  of any shares of the  Subsidiary's  capital  stock
(other than the issuance of shares of capital  stock of the Company)  other than
as disclosed in the PPM, (ii) the sale, transfer,  lease,  license,  sublicense,
mortgage,  pledge, disposition or encumbrance of any of the Subsidiary's assets,
other than in the ordinary course of the Subsidiary's  business  consistent with
past  practice  or as  otherwise  disclosed  in the PPM,  or (iii)  the  merger,
consolidation or similar  transaction  involving the Subsidiary,  as a result of
which the Company is no longer the sole equity  holder of the  Subsidiary or the
company  surviving the transaction;  as used in this Section  4.14(b),  the term
"Subsidiary"  refers only to the  Company's  sole  Subsidiary  as of the Initial
Closing;


                                       22
<PAGE>

            (c) the Company shall comply with all  applicable  laws,  including,
without limitation, federal and state securities laws and the Sarbanes-Oxley Act
of 2002,  except  where  such  noncompliance  could  not have or  reasonably  be
expected to result in a Material Adverse Effect;

            (d) the  Company  shall  use its best  efforts  to file,  as soon as
practicable  following  the final  Closing  Date,  a  Schedule  14C  Information
Statement (in form and substance reasonably  satisfactory to the Placement Agent
and its  counsel)  with the  Commission  relating  to an  amended  and  restated
certificate  of  incorporation  with the  Secretary  of  State  of the  State of
Colorado,  to effect (i) a change in the par value of its Common Stock to $0.001
per share,  (ii) creation of "blank check"  preferred  stock, and (iii) changing
the name of the Company to Advaxis, Inc.;

            (e) the Company  shall use its best efforts to file,  within 30 days
following the Initial Closing Date, with the National  Association of Securities
Dealers, Inc., or its affiliates, all information required by Rule 15c2-11 under
the Exchange  Act, if required to enable a market maker to begin  trading in the
Company's Common Stock; and

            (f) as soon as practicable  after the Initial  Closing,  the Company
shall change its transfer agent to Continental Stock Transfer & Trust,  American
Stock  Transfer or such other agent as the Company and the  Placement  Agent may
agree.

                                   ARTICLE V.

                             CONDITIONS TO CLOSINGS

      5.1 Conditions to Investors' Obligations at the Closings.  With respect to
each Closing,  the  obligation  of each Investor to purchase  Securities at such
Closing is subject to the  satisfaction or waiver by such Investor,  at or prior
to such Closing Date, of the following conditions:

            (a) Representations and Warranties True; Performance of Obligations.
The  representations  and  warranties  made by the Company in Section 3.1 hereof
shall be true and  correct  as of such  Closing  Date  and with  respect  to the
Combined  Company  with the same force and effect as if they had been made as of
such Closing Date,  and with respect to Subsequent  Closings,  the Company shall
have updated the Schedules to this  Agreement  setting forth  exceptions to such
representations and warranties up through the relevant  Subsequent Closing,  and
the Company shall have performed all obligations and conditions  herein required
to be performed or observed by it on or prior to such Closing. The Company shall
have  delivered  to the  Investors  a  certificate,  duly  executed by its Chief
Executive Officer, attesting to the satisfaction of the foregoing conditions.


                                       23
<PAGE>

            (b) Legal Investment. On such Closing Date, the sale and issuance of
the Securities  shall be legally  permitted by all laws and regulations to which
the Investors and the Company are subject.

            (c) Consents,  Permits, and Waivers. The Company shall have obtained
any  and  all  consents,  permits  and  waivers  necessary  or  appropriate  for
consummation  of the  transactions  contemplated  by this Agreement and made all
necessary or appropriate  filings under  applicable "blue sky" laws or otherwise
(except for such as may be properly obtained subsequent to such Closing).

            (d) Share Exchange and Reorganization  Agreement. The closing of the
Share  Exchange  and  Reorganization  Agreement  shall  have  occurred  and  the
Investors shall have received satisfactory evidence of the same.

            (e)  Minimum  Investment.  The  aggregate  Investment  Amount of all
Investors shall be at least $1,500,000.

            (f) Reverse  Split.  On or prior to the Initial  Closing  Date,  the
Company shall have effected a recapitalization having the same effect as a 1 for
200 reverse stock split (whether  through a reverse split or a  contribution  of
shares for  cancellation)  (the  "REVERSE  SPLIT")  and, if  effected  through a
contribution   of  shares  of  Common  Stock  for   cancellation,   certificates
representing such surrendered shares shall have been received in proper form and
shall have been cancelled by the Company giving effect to the Reverse Split.

            (g) Secretary's Certificate. The Company shall have delivered to the
Investors,  a certificate  having  attached  thereto (i) the Company's  Charter,
certified by the  Secretary  of State of the State of Colorado,  as in effect at
the time of such Closing, (ii) the Company's By-Laws as in effect at the time of
such  Closing,  (iii)  resolutions  approved  by the Board of  Directors  of the
Company  authorizing the  transactions  contemplated  hereby,  (iv)  resolutions
approved by the Company's  stockholders  authorizing  the filing of the Charter,
and (v) good standing certificates (including tax good standing) with respect to
the  Company  from the  applicable  authority(ies)  in  Colorado  and any  other
jurisdiction  in which the Company is qualified  to do business,  dated a recent
date before such Closing.

            (h)  Conversion of Advaxis Notes.  On the Initial  Closing Date, the
outstanding  bridge notes of Advaxis set forth on Schedule  5.1(h) (the "ADVAXIS
NOTES"), shall have been converted into Units pursuant to an agreement among the
holders of the Advaxis Notes and Advaxis.

            (i) Plan.  The Company's  2004 Stock Option and Incentive Plan shall
have been adopted by the Board of Directors and the  stockholders of the Company
and 2,381,525 shares of Common Stock shall have been reserved for issuance under
the Plan.


                                       24
<PAGE>

            (j)  Exchange  of Options and  Warrants.  On or prior to the Initial
Closing,  (i) all of the issued and  outstanding  warrants to purchase shares of
Advaxis capital stock shall be exchanged for warrants to purchase 584,885 shares
of Common Stock and (ii) all of the issued and  outstanding  options to purchase
shares of Advaxis  capital  stock shall be exchanged  for options to purchase an
aggregate of 2,381,525 shares of Common Stock.

            (k) Standstill  Agreement.  On or prior to the Initial Closing,  the
shareholders  of Advaxis  immediately  prior to the closing of the  transactions
contemplated  by the Share  Exchange  and  Reorganization  Agreement  shall have
agreed in writing not to sell any of their  interests  in the  Combined  Company
until such time as there shall have been filed with and  declared  effective  by
the Commission,  a registration  statement in respect of the Shares purchased by
the Investors hereunder.

            (l) No Material  Adverse Change.  From the date of this Agreement to
the Initial  Closing Date,  there shall have been no material  adverse change in
the business, operations or financial condition of the Company.

            (m) Other Documents.  All other  documents,  instruments and writing
required by the Investors,  to be delivered to them pursuant to this  Agreement,
in form and substance satisfactory to the Investors.

      5.2  Conditions  to  Obligations  of the  Company.  With  respect  to each
Closing,  the Company's  obligation to issue and sell the Shares at such Closing
is subject to the  satisfaction,  on or prior to such Closing,  of the following
conditions:

            (a)  Representations  and Warranties True. The  representations  and
warranties  in Section  3.2 made by the  Investors  who or which are  purchasing
Securities  at such  Closing  shall  be true  and  correct  at the  date of such
Closing,  with the same  force and  effect as if they had been made on and as of
said date.

            (b)  Performance  of  Obligations.  The  Investors  who or which are
purchasing Securities at such Closing shall have performed and complied with all
agreements  and conditions  herein  required to be performed or complied with by
such Investors on or before such Closing.

            (c) Consents,  Permits, and Waivers. The Company shall have obtained
any  and  all  consents,  permits  and  waivers  necessary  or  appropriate  for
consummation of the transactions  contemplated by the Agreement (except for such
as may be properly obtained subsequent to such Closing).

            (d) Share Exchange and Reorganization  Agreement. The closing of the
Share  Exchange  and  Reorganization  Agreement  shall  have  occurred  and  the
Investors shall have received satisfactory evidence of the same.

            (e)  Minimum  Investment.  The  aggregate  Investment  Amount of all
Investors shall be at least $1,500,000.


                                       25
<PAGE>

            (f) Reverse  Split.  On or prior to the Initial  Closing  Date,  the
Company shall have effected the Reverse Split.

            (g)  Conversion of Advaxis Notes.  On the Initial  Closing Date, the
Advaxis  Notes shall have been  converted  into Units  pursuant to an  agreement
among the holders of the Advaxis Notes and Advaxis.

            (h) Plan. The Company's Plan shall have been adopted by the Board of
Directors and the  stockholders  of the Company and  2,381,525  shares of Common
Stock shall have been reserved for issuance under the Plan.

            (i)  Exchange  of Options and  Warrants.  On or prior to the Initial
Closing,  (i) all of the issued and  outstanding  warrants to purchase shares of
Advaxis capital stock shall be exchanged for warrants to purchase 584,885 shares
of Common Stock and (ii) all of the issued and  outstanding  options to purchase
shares of Advaxis  capital  stock shall be exchanged  for options to purchase an
aggregate of 2,381,525 shares of Common Stock.

            (j) Release of Escrow.  On such Closing Date, the Investment  Amount
payable by each Investor who or which are purchasing  Securities at such Closing
shall be released from Escrow and delivered to the Company.

                                   ARTICLE VI.

                                   TERMINATION

      6.1 (a) This Agreement  shall terminate on the earliest to occur of any of
the following events (such date of termination, the "TERMINATION DATE"):

            (i)   termination   or   rescission   of  the  Share   Exchange  and
Reorganization Agreement;

            (ii) the mutual written agreement of a Majority of the Investors and
the Company; or

            (iii) the close of business on October 15, 2004,  or such later date
as may be agreed upon by the Company and the Placement Agent, provided, that, if
any Closings  under this  Agreement  have occurred prior to such October 15th or
later date, then this Agreement  shall terminate only as to provisions  relating
to Subsequent Closings following such date and the representations,  warranties,
agreements,  covenants and  obligations of the parties  hereto  pursuant to this
Agreement,  as they shall  relate to any Closings  which have so occurred,  will
survive.

            (b) If the Agreement is terminated  pursuant to Section 6.1(a),  the
funds  held  in  Escrow  shall  be  released  and  delivered  to the  applicable
Investors.


                                       26
<PAGE>

                                  ARTICLE VII.

                                  MISCELLANEOUS

      7.1 Fees and Expenses.  The Company shall pay the fees and expenses of its
own advisors,  counsel,  accountants and other experts, and up to $50,000 of the
fees and expenses of the Placement  Agent's advisors,  counsel,  accountants and
other experts, if any, and all other expenses incurred by such party incident to
the  negotiation,  preparation,  execution,  delivery  and  performance  of  the
Transaction  Documents.  The  Company  shall pay all  stamp and other  taxes and
duties  levied in  connection  with the  issuance of the  Securities  under this
Agreement.

      7.2  Entire  Agreement.  The  Transaction  Documents,  together  with  the
Exhibits and Schedules thereto,  contain the entire understanding of the parties
with respect to the subject matter hereof and supersede all prior agreements and
understandings, oral or written, with respect to such matters, which the parties
acknowledge have been merged into such documents, exhibits and schedules.

      7.3 Notices.  Any and all notices or other  communications  or  deliveries
required or permitted to be provided  hereunder shall be in writing and shall be
deemed given and effective on the earliest of (a) the date of  transmission,  if
such  notice or  communication  is  delivered  via  confirmed  facsimile  at the
facsimile  number  specified in this Section  prior to 4:00 p.m.  (New York City
time) on a Trading Day, (b) the next Trading Day after the date of transmission,
if such notice or  communication  is delivered  via  confirmed  facsimile at the
facsimile number specified in this Section on a day that is not a Trading Day or
later than 4:00 p.m.  (New York City time) on any Trading  Day,  (c) the Trading
Day  following  the  date of  mailing,  if sent  by U.S.  nationally  recognized
overnight courier service,  or (d) upon actual receipt by the party to whom such
notice is required to be given. The address for such notices and  communications
shall be as follows:

      If to the Company
      or Advaxis:            Great Expectations and Associates, Inc.
                             c/o Advaxis, Inc.
                             212 Carnegie Center
                             Suite 206
                             Princeton, New Jersey 08540
                             Attn: J. Todd Derbin
                             Facsimile Number: (609) 497-9299

      With a copy to:        Reitler Brown & Rosenblatt LLC
                             800 Third Avenue
                             21st Floor
                             New York, New York 10022
                             Attn: Gary Schonwald
                             Facsimile Number: (212) 371-5500

      If to an Investor:     To the address set forth under such Investor's name
                             on the signature pages hereof;

or such other  address as may be designated  in writing  hereafter,  in the same
manner, by such Person.


                                       27
<PAGE>

      7.4 Amendments;  Waivers.  No provision of this Agreement may be waived or
amended except in a written  instrument  signed by (a) the Company,  (b) Advaxis
and (c) the relevant  Investor(s)  if such  amendment or waiver  relates only to
certain Investors, or a Majority of the Investors. No waiver of any default with
respect to any provision,  condition or  requirement of this Agreement  shall be
deemed to be a  continuing  waiver in the  future or a waiver of any  subsequent
default or a waiver of any other provision, condition or requirement hereof, nor
shall any delay or omission of either party to exercise  any right  hereunder in
any manner impair the exercise of any such right.

      7.5  Construction.  The headings herein are for  convenience  only, do not
constitute a part of this  Agreement  and shall not be deemed to limit or affect
any of the provisions hereof. The language used in this Agreement will be deemed
to be the language chosen by the parties to express their mutual intent,  and no
rules of strict  construction  will be applied against any party. This Agreement
shall be construed as if drafted  jointly by the parties,  and no presumption or
burden of proof shall arise favoring or  disfavoring  any party by virtue of the
authorship  of any  provisions  of  this  Agreement  or  any of the  Transaction
Documents.

      7.6 Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the parties and their  successors and permitted  assigns.  The
Company may not assign this  Agreement  or any rights or  obligations  hereunder
without the prior written  consent of a Majority of the Investors.  Any Investor
may assign any or all of its rights  under this  Agreement to any Person to whom
such Investor assigns or transfers any Securities.

      7.7 No  Third-Party  Beneficiaries.  This  Agreement  is intended  for the
benefit of the parties  hereto and their  respective  successors  and  permitted
assigns and is not for the benefit of, nor may any provision  hereof be enforced
by, any other  Person,  except as otherwise  set forth in Section 4.5 as to each
Investor Party.

      7.8 Governing Law. All questions  concerning the  construction,  validity,
enforcement  and  interpretation  of this  Agreement  shall be  governed  by and
construed and enforced in accordance  with the internal laws of the State of New
York,  without regard to the principles of conflicts of law thereof.  Each party
agrees that all  Proceedings  concerning the  interpretations,  enforcement  and
defense  of the  transactions  contemplated  by this  Agreement  and  any  other
Transaction  Documents (whether brought against a party hereto or its respective
Affiliates,  employees or agents) may be commenced  non-exclusively in the state
and federal  courts  sitting in the City of New York,  Borough of Manhattan (the
"NEW  YORK  COURTS").  Each  party  hereto  hereby  irrevocably  submits  to the
non-exclusive  jurisdiction  of the New York Courts for the  adjudication of any
dispute hereunder or in connection herewith or with any transaction contemplated


                                       28
<PAGE>

hereby or discussed herein (including with respect to the enforcement of the any
of the Transaction Documents),  and hereby irrevocably waives, and agrees not to
assert in any  Proceeding,  any claim that it is not  personally  subject to the
jurisdiction  of any such New  York  Court,  or that  such  Proceeding  has been
commenced  in an  improper  or  inconvenient  forum.  Each party  hereto  hereby
irrevocably  waives  personal  service of process and consents to process  being
served in any such  Proceeding  by  mailing a copy  thereof  via  registered  or
certified  mail or overnight  delivery (with evidence of delivery) to such party
at the address in effect for notices to it under this  Agreement and agrees that
such service shall constitute good and sufficient  service of process and notice
thereof.  Nothing contained herein shall be deemed to limit in any way any right
to serve  process in any manner  permitted  by law.  EACH  PARTY  HERETO  HEREBY
IRREVOCABLY  WAIVES,  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE TRANSACTIONS  CONTEMPLATED  HEREBY.  IF EITHER PARTY SHALL
COMMENCE A PROCEEDING TO ENFORCE ANY PROVISIONS OF A TRANSACTION DOCUMENT,  THEN
THE PREVAILING  PARTY IN SUCH PROCEEDING  SHALL BE REIMBURSED BY THE OTHER PARTY
FOR ITS  ATTORNEY'S  FEES  AND  OTHER  COSTS  AND  EXPENSES  INCURRED  WITH  THE
INVESTIGATION, PREPARATION AND PROSECUTION OF SUCH PROCEEDING.

      7.9 Survival.  The representations,  warranties,  agreements and covenants
contained herein shall survive each Closing and the delivery of the Securities.

      7.10   Execution.   This   Agreement  may  be  executed  in  two  or  more
counterparts,  all of which when taken  together shall be considered one and the
same agreement and shall become effective when  counterparts have been signed by
each party and  delivered  to the other  party,  it being  understood  that both
parties need not sign the same  counterpart.  In the event that any signature is
delivered by facsimile  transmission,  such  signature  shall create a valid and
binding  obligation of the party executing (or on whose behalf such signature is
executed)  with the same force and effect as if such  facsimile  signature  page
were an original thereof.

      7.11  Severability.  If any  provision  of  this  Agreement  is held to be
invalid or unenforceable in any respect,  the validity and enforceability of the
remaining  terms  and  provisions  of  this  Agreement  shall  not in any way be
affected or impaired  thereby and the parties will attempt to agree upon a valid
and enforceable provision that is a reasonable substitute therefor,  and upon so
agreeing, shall incorporate such substitute provision in this Agreement.

      7.12  Rescission and  Withdrawal  Right.  Notwithstanding  anything to the
contrary  contained in (and  without  limiting  any similar  provisions  of) the
Transaction Documents, whenever any Investor exercises a right, election, demand
or option under a Transaction  Document and the Company does not timely  perform
its related obligations within the periods therein provided,  then such Investor
may rescind or withdraw,  in its sole  discretion from time to time upon written
notice to the Company,  any relevant  notice,  demand or election in whole or in
part without prejudice to its future actions and rights.


                                       29
<PAGE>

      7.13   Replacement  of  Securities.   If  any  certificate  or  instrument
evidencing any Securities is mutilated,  lost, stolen or destroyed,  the Company
shall  issue or cause to be issued in  exchange  and  substitution  for and upon
cancellation thereof, or in lieu of and substitution therefor, a new certificate
or instrument,  but only upon receipt of evidence reasonably satisfactory to the
Company  of such  loss,  theft  or  destruction  and  customary  and  reasonable
indemnity,  if requested.  The  applicants  for a new  certificate or instrument
under  such  circumstances  shall  also  pay any  reasonable  third-party  costs
associated with the issuance of such  replacement  Securities.  If a replacement
certificate  or  instrument  evidencing  any  Securities  is requested  due to a
mutilation  thereof,   the  Company  may  require  delivery  of  such  mutilated
certificate  or  instrument  as a  condition  precedent  to  any  issuance  of a
replacement.

      7.14  Remedies.  In  addition to being  entitled  to  exercise  all rights
provided herein or granted by law,  including  recovery of damages,  each of the
Investors  and the Company  will be entitled to specific  performance  under the
Transaction  Documents.  The  parties  agree that  monetary  damages  may not be
adequate  compensation  for  any  loss  incurred  by  reason  of any  breach  of
obligations  described in the  foregoing  sentence and hereby agrees to waive in
any action for specific  performance  of any such  obligation the defense that a
remedy at law would be adequate.

      7.15 Payment Set Aside.  To the extent that the Company makes a payment or
payments to any  Investor  pursuant to any  Transaction  Document or an Investor
enforces or exercises its rights thereunder, and such payment or payments or the
proceeds of such  enforcement  or exercise or any part thereof are  subsequently
invalidated,  declared to be fraudulent or  preferential,  set aside,  recovered
from, disgorged by or are required to be refunded,  repaid or otherwise restored
to the  Company,  a  trustee,  receiver  or  any  other  person  under  any  law
(including, without limitation, any bankruptcy law, state or federal law, common
law or equitable  cause of action),  then to the extent of any such  restoration
the  obligation  or part thereof  originally  intended to be satisfied  shall be
revived and  continued  in full force and effect as if such payment had not been
made or such enforcement or setoff had not occurred.

      7.16  Independent  Nature  of  Investors'   Obligations  and  Rights.  The
obligations of each Investor under any Transaction  Document are several and not
joint with the  obligations  of any other  Investor,  and no  Investor  shall be
responsible  in any way for the  performance  of the  obligations  of any  other
Investor  under any  Transaction  Document.  The  decision  of each  Investor to
purchase Securities pursuant to the Transaction  Documents has been made by such
Investor independently of any other Investor. Nothing contained herein or in any
Transaction  Document,  and no action  taken by any Investor  pursuant  thereto,
shall be deemed to constitute the Investors as a partnership,  an association, a
joint  venture  or any other kind of entity,  or create a  presumption  that the
Investors  are in any way acting in  concert or as a group with  respect to such
obligations or the transactions  contemplated by the Transaction Document.  Each
Investor  acknowledges  that no other  Investor  has  acted  as  agent  for such
Investor in connection with making its investment hereunder and that no Investor
will be acting as agent of such  Investor  in  connection  with  monitoring  its
investment  in the  Securities  or enforcing  its rights  under the  Transaction
Documents.  Each Investor shall be entitled to independently protect and enforce
its  rights,  including  without  limitation  the  rights  arising  out of  this
Agreement  or  out of the  other  Transaction  Documents,  and it  shall  not be
necessary  for any other  Investor  to be joined as an  additional  party in any
proceeding for such purpose.


                                       30
<PAGE>

      7.17  Limitation  of  Liability.  Notwithstanding  anything  herein to the
contrary,  the Company acknowledges and agrees that the liability of an Investor
arising directly or indirectly,  under any Transaction Document of any and every
nature  whatsoever shall be satisfied solely out of the assets of such Investor,
and that no trustee, officer, other investment vehicle or any other Affiliate of
such  Investor or any  investor,  shareholder  or holder of shares of beneficial
interest of such a Investor  shall be personally  liable for any  liabilities of
such Investor.

      7.18  Adjustments  in Share Numbers and Prices.  In the event of any stock
split  (other than the Reverse  Split),  subdivision,  dividend or  distribution
payable in shares of Common  Stock (or other  securities  or rights  convertible
into, or entitling the holder thereof to receive  directly or indirectly  shares
of Common Stock (other than  conversion of the Advaxis  Notes)),  combination or
other similar  recapitalization  or event occurring after the date hereof,  each
reference in the Transaction Document to a number of shares or a price per share
shall be amended to appropriately account for such event.

      7.19  Further  Assurances.   Each  party  agrees  to  execute  such  other
documents, instruments,  agreements and consents, and take such other actions as
may be  reasonable  requested  by the other  parties  hereto to  effectuate  the
purposes of this Agreement.

                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                             SIGNATURE PAGES FOLLOW]


                                       31
<PAGE>

                             COMPANY COUNTERPART TO
                          SECURITIES PURCHASE AGREEMENT

      IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Securities
Purchase   Agreement  to  be  duly  executed  by  their  respective   authorized
signatories as of the date first indicated above.

                                         GREAT EXPECTATIONS AND ASSOCIATES, INC.


                                         ---------------------------------------
                                         Name:
                                         Title:

Acknowledged and Agreed this __ day of September, 2004

ADVAXIS, INC.


---------------------------------------
Name:
Title:

                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                      SIGNATURE PAGES FOR INVESTORS FOLLOW]


                                       32
<PAGE>

                             INVESTOR COUNTERPART TO
                          SECURITIES PURCHASE AGREEMENT

      IN WITNESS  WHEREOF,  the parties have executed this  Securities  Purchase
Agreement as of this _____ day of _________________________, 2004.


------------------------------
Number of Units subscribed for

                                              INDIVIDUAL:


------------------------------                ----------------------------------
Investment Amount                             Name:

                                              SS#
                                                 -------------------------------

                                              NON-INDIVIDUAL:


                                              ----------------------------------
                                              Name of Entity


                                              By:
                                                 -------------------------------
                                                 Name:
                                                 Title:

                                              Tax ID #:
                                                       -------------------------

                                              ADDRESS*:

                                              ----------------------------------

                                              ----------------------------------

                                              ----------------------------------
                                              Attention:
                                                        ------------------------
                                              Facsimile:
                                                        ------------------------

*  INDIVIDUALS  SHOULD  LIST  THEIR  PRIMARY  RESIDENCE;   COMPANIES  AND  OTHER
NON-NATURAL PERSONS SHOULD LIST THEIR PRINCIPAL PLACE OF BUSINESS.


                                       33

</TEXT>
</DOCUMENT>
