Common use of FORM OF NOTICE OF EFFECTIVENESS Clause in Contracts

FORM OF NOTICE OF EFFECTIVENESS. OF REGISTRATION STATEMENT _________, 2006 ________ Attention: RE: ADVAXIS, INC. Ladies and Gentlemen: We are counsel to Advaxis, Inc., (the “Company”), and have represented the Company in connection with that certain Securities Purchase Agreement, dated as of January __, 2006 (the “Securities Purchase Agreement”), entered into by and among the Company and the Buyer set forth on Schedule I attached thereto (collectively the “Buyer”) pursuant to which the Company has agreed to sell to the Buyer $3,000,000 of secured convertible debentures, which shall be convertible into shares (the “Conversion Shares”) of the Company’s common stock, par value $.001 per share (the “Common Stock”), in accordance with the terms of the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement, dated as of January ___, 2006, with the Buyer (the “Investor Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Conversion Shares under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Securities Purchase Agreement and the Registration Rights Agreement, on _______, 2006, the Company filed a Registration Statement (File No. ___-_________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the sale of the Conversion Shares. In connection with the foregoing, we advise the Transfer Agent that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at ____ P.M. on __________, 2006 and we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Conversion Shares are available for sale under the 1933 Act pursuant to the Registration Statement. EXHIBIT I-1 The Buyer has confirmed it shall comply with all securities laws and regulations applicable to it including applicable prospectus delivery requirements upon sale of the Conversion Shares. Very truly yours, By: _____________________________ EXHIBIT II TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

FORM OF NOTICE OF EFFECTIVENESS. OF REGISTRATION STATEMENT _________, 2006 ________ [Transfer Agent] [Address] Attention: RERe: ADVAXIS, INC. Atomera Incorporated Ladies and Gentlemen: [We are are][I am] counsel to AdvaxisAtomera Incorporated, Inc., a Delaware corporation (the “Company”), and have represented the Company in connection with that certain Securities Purchase Agreement, dated as of January Amended and restated Registration Rights Agreement with __, 2006 ___________ (the “Securities Purchase Agreement”), entered into by and among the Company and the Buyer set forth on Schedule I attached thereto (collectively the “BuyerHolder”) pursuant to which the Company has agreed to sell to the Buyer $3,000,000 of secured convertible debentures, which shall be convertible into shares (the “Conversion Shares”) of the Company’s common stock, par value $.001 per share (the “Common Stock”), in accordance with the terms of the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement, dated as of January ___, 2006, with the Buyer (the “Investor Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register certain of the Conversion Shares Registrable Securities (as defined in the Registration Rights Agreement) held by the Holder, under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s 's obligations under the Securities Purchase Agreement and the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement registration statement on Form S-[1] (File No. 333-___-__________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the sale of Registrable Securities which names the Conversion SharesHolder as a selling stockholder thereunder. In connection with the foregoing, we [we][I] advise the Transfer Agent you that a member of the SEC’s staff has advised us [us][me] by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at ____ P.M. [ENTER TIME OF EFFECTIVENESS] on __________, 2006 [ENTER DATE OF EFFECTIVENESS] and we [we][I] have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Conversion Shares Registrable Securities are available for sale resale under the 1933 Act pursuant to the Registration Statement. EXHIBIT I-1 The Buyer has confirmed it shall comply If applicable, you may receive notices from the Company pursuant to the Company’s rights or obligations under the Registration Rights Agreement in connection with all securities laws and regulations applicable to it including applicable prospectus delivery requirements upon sale stop orders or other restrictions on transfer of the Conversion Sharesshares included in such Registration Statement, but [we][I] [are][am] not obligated to update this letter or otherwise inform you of any such stop order or restriction. [Other applicable disclosure to be inserted here, if appropriate.] Very truly yours, By: EXHIBIT B IRREVOCABLE TRANSFER AGENT INSTRUCTIONS _______________, 201[_] [Addressed to Transfer Agent] _______________________ _______________________ Attention: [________________________] Ladies and Gentlemen: Reference is made to that certain Amended and Restated Registration Rights Agreement, dated as of _________________, 2016 (the “Agreement”), by and among Atomera Incorporated, a Delaware corporation (the “Company”), _________________________ EXHIBIT II (the “Holder”) and certain other securityholders of the Company, pursuant to which the Company is obligated to register certain shares held by the Holder (the “Holder Shares”) of Common Stock of the Company, par value $0.001 per share (the “Common Stock”). This letter shall serve as our irrevocable authorization and direction to you (provided that you are the transfer agent of the Company at such time) to issue shares of Common Stock upon transfer or resale of the Holder Shares, unless we have otherwise informed you of the termination of effectiveness of the registration statement in which the Holder Shares are included, a stop order or another transfer restriction. We may also later inform you that after the termination of effectiveness of such registration statement that a registration statement in which the Holder’s Shares are included, or that such stop order has been lifted or that such transfer restriction is not applicable, in which case this authorization and direction shall be reinstated and be effective. You acknowledge and agree that so long as you have previously received (a) written confirmation from the Company's legal counsel that either (i) a registration statement covering resales of the Holder Shares has been declared and remains effective by the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”), or (ii) sales of the Holder Shares may be made in conformity with Rule 144 under the 1933 Act (“Rule 144”), (b) if applicable, a copy of such registration statement, and (c) notice from legal counsel to the Company or any Holder that a transfer of Holder Shares has been effected either pursuant to the registration statement (and a prospectus delivered to the transferee) or pursuant to Rule 144, then as promptly as practicable, you shall issue the certificates representing the Holder Shares registered in the names of such transferees, and such certificates shall not bear any legend restricting transfer of the Common Stock evidenced thereby and should not be subject to any stop-transfer restriction; provided, however, that if such shares of Common Stock and are not registered for resale under the 1933 Act or able to be sold under Rule 144, then the certificates for such Common Shares shall bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO IRREVOCABLE RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. A form of written confirmation from the Company’s outside legal counsel that a registration statement covering resales of the Holder Shares has been declared effective by the SEC under the 1933 Act is attached hereto. We will inform you of any stop orders or other transfer restrictions. Please execute this letter in the space indicated to acknowledge your agreement to act in accordance with these instructions. Should you have any questions concerning this matter, please contact me at ____________. Very truly yours, Atomera Incorporated By: Name: Title: THE FOREGOING INSTRUCTIONS ARE ACKNOWLEDGED AND AGREED TO this ___ day of ________________, 201[_] [TRANSFER AGENT INSTRUCTIONSAGENT] By: Name: Title: Enclosures Copy: Holder SCHEDULE A LIST OF HOLDERS Name Address National Securities Corporation 400 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Liquid Patent Consulting, LLC 10000 Xxxxxxxx Xxxx., Xxxxx 000 Xxx Xxxxxxx, XX 00000 SCHEDULE B SELLING STOCKHOLDERS The shares of common stock being offered by the selling stockholders are those issuable to the selling stockholders upon [conversion of the notes and exercise of the warrants]. For additional information regarding the issuance of the [notes and the warrants], see “Private Placement of Notes” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale [from time to time]. Except for the ownership of [the notes issued pursuant to and in connection with the Securities Purchase Agreement, and the warrants issued pursuant to and the agreements governing our engagement of National Securities Corporation as a placement agent for the private placement of the notes and the engagement of National Securities Corporation as an underwriter for a public offering of common stock by the Company] the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the shares of common stock held by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by the selling stockholders, based on their respective ownership of shares of common stock [, notes and warrants,] as of ________, 20__, [assuming conversion of the notes and exercise of the warrants held by each such selling stockholder on that date but taking account of any limitations on conversion and exercise set forth therein]. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders [and does not take into account any limitations on (i) conversion of the notes set forth therein or (ii) exercise of the warrants set forth therein]. In accordance with the terms of a registration rights agreement with the holders of the notes and the warrants, this prospectus generally covers the resale of [(i) the shares of common stock issued upon conversion of the notes and (ii) the maximum number of shares of common stock issuable upon exercise of the warrants, in each case, determined as if the outstanding notes and warrants were converted or exercised (as the case may be) in full (without regard to any limitations on conversion or exercise contained therein) as of the trading day immediately preceding the date this registration statement was initially filed with the SEC]. Because the conversion price of the notes and the exercise price of the warrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. See “Plan of Distribution.” Name of Selling Stockholder Number of Shares of Common Stock Owned Prior to the Offering Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus Number of Shares of Common Stock Owned After the Offering [Notes (1) . . .]

FORM OF NOTICE OF EFFECTIVENESS. OF REGISTRATION STATEMENT _________, 2006 ________ Attention: RE: ADVAXISNEWGOLD, INC. Ladies and Gentlemen: We are counsel to AdvaxisNewgold, Inc., (the “Company”), and have represented the Company in connection with that certain Securities Purchase Agreement, dated as of January September __, 2006 (the “Securities Purchase Agreement”), entered into by and among the Company and the Buyer Buyers set forth on Schedule I attached thereto (collectively the “BuyerBuyers”) pursuant to which the Company has agreed to sell to the Buyer Buyers up to $3,000,000 2,200,000 of secured convertible debentures, which shall be convertible into shares (the “Conversion Shares”) of the Company’s common stock, par value $.001 0.001 per share (the “Common Stock”), in accordance with the terms of the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement, dated as of January September ___, 2006, with the Buyer Buyers (the “Investor Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Conversion Shares under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Securities Purchase Agreement and the Registration Rights Agreement, on _______, 2006, the Company filed a Registration Statement (File No. ___-_________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the sale of the Conversion Shares. In connection with the foregoing, we advise the Transfer Agent that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at ____ P.M. on __________, 2006 and we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Conversion Shares are available for sale under the 1933 Act pursuant to the Registration Statement. EXHIBIT I-1 The Buyer Buyers has confirmed it shall comply with all securities laws and regulations applicable to it including applicable prospectus delivery requirements upon sale of the Conversion Shares. Very truly yours, By: _____________________________ EXHIBIT II TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

FORM OF NOTICE OF EFFECTIVENESS. OF REGISTRATION STATEMENT _________, 2006 2007 ________ Attention: RE: ADVAXIS, INCFALCON NATURAL GAS CORP. Ladies and Gentlemen: We are counsel to Advaxis, Inc.Falcon Natural Gas Corp., (the “Company”), and have represented the Company in connection with that certain Securities Purchase Agreement, dated as of January __, 2006 2007 (the “Securities Purchase Agreement”), entered into by and among the Company and the Buyer Buyers set forth on Schedule I attached thereto (collectively the “BuyerBuyers”) pursuant to which the Company has agreed to sell to the Buyer Buyers up to Six Hundred Thousand Dollars ($3,000,000 600,000) of secured convertible debentures, which shall be convertible into shares (the “Conversion Shares”) of the Company’s common stock, par value $.001 0.00001 per share (the “Common Stock”), in accordance with the terms of the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement, dated as of January ___, 20062007, with the Buyer Buyers (the “Investor Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Conversion Shares under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Securities Purchase Agreement and the Registration Rights Agreement, on _______, 20062007, the Company filed a Registration Statement (File No. ___-_________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the sale of the Conversion Shares. In connection with the foregoing, we advise the Transfer Agent that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at ____ P.M. on __________, 2006 2007 and we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Conversion Shares are available for sale under the 1933 Act pursuant to the Registration Statement. EXHIBIT I-1 The Buyer Buyers has confirmed it shall comply with all securities laws and regulations applicable to it including applicable prospectus delivery requirements upon sale of the Conversion Shares. Very truly yours, By: :_________________________________ EXHIBIT II III TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

FORM OF NOTICE OF EFFECTIVENESS. OF REGISTRATION STATEMENT _________, 2006 ________ [Transfer Agent] [Address] Attention: RERe: ADVAXISIPORUSSIA, INC. Ladies and Gentlemen: [We are are][I am] counsel to AdvaxisIPORUSSIA, Inc.INC., a Delaware corporation (the “"Company”"), and have represented the Company in connection with that certain Securities Purchase AgreementRegistration Rights Agreement with KI Equity Partners VI, dated as of January __LLC, 2006 Delaware limited liability company (the “Securities Purchase Agreement”), entered into by and among the Company and the Buyer set forth on Schedule I attached thereto (collectively the “BuyerHolder”) pursuant to which the Company has agreed to sell to the Buyer $3,000,000 of secured convertible debentures, which shall be convertible into shares (the “Conversion Shares”) of the Company’s common stock, par value $.001 per share (the “Common Stock”), in accordance with the terms of the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, the Company also has entered into a "Registration Rights Agreement, dated as of January ___, 2006, with the Buyer (the “Investor Registration Rights Agreement”") pursuant to which the Company agreed, among other things, to register the Conversion Shares Registrable Securities (as defined in the Registration Rights Agreement), under the Securities Act of 1933, as amended (the “"1933 Act”"). In connection with the Company’s 's obligations under the Securities Purchase Agreement and the Registration Rights Agreement, on ____________ ___, 2006200_, the Company filed a Registration Statement on Form SB-2 (File No. 333-___-__________) (the “"Registration Statement”") with the Securities and Exchange Commission (the “"SEC”") relating to the sale of Registrable Securities which names the Conversion SharesHolder as a selling stockholder thereunder. In connection with the foregoing, we [we][I] advise the Transfer Agent you that a member of the SEC’s 's staff has advised us [us][me] by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at ____ P.M. [ENTER TIME OF EFFECTIVENESS] on __________, 2006 [ENTER DATE OF EFFECTIVENESS] and we [we][I] have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Conversion Shares Registrable Securities are available for sale resale under the 1933 Act pursuant to the Registration Statement. EXHIBIT I-1 The Buyer has confirmed it This letter shall comply with all securities laws and regulations applicable serve as our standing instruction to it including applicable prospectus delivery requirements upon sale you that the shares of Common Stock are freely transferable by the Conversion SharesHolder pursuant to the Registration Statement. You need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Holders as contemplated by the Company's Irrevocable Transfer Agent Instructions dated ___________, 200_. Very truly yours, ByEXHIBIT B IRREVOCABLE TRANSFER AGENT INSTRUCTIONS _______________, 2007 [Addressed to Transfer Agent] _______________________ _______________________ Attention: [________________________] Ladies and Gentlemen: Reference is made to that certain Registration Rights Agreement, dated as of _________________, 2007 (the "Agreement"), by and among IPORUSSIA, INC., a Delaware corporation (the "Company"), and KI Equity Partners VI, LLC, a Delaware limited liability company (the "Holder"), pursuant to which the Company is obligated to register the Holders shares (the "Common Shares") of Common Stock of the Company, par value $0.0001 per share (the "Common Stock"). This letter shall serve as our irrevocable authorization and direction to you (provided that you are the transfer agent of the Company at such time) to issue shares of Common Stock upon transfer or resale of the Common Shares. You acknowledge and agree that so long as you have previously received (a) written confirmation from the Company's legal counsel that either (i) a registration statement covering resales of the Common Shares has been declared effective by the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "1933 Act"), or (ii) sales of the Common Shares may be made in conformity with Rule 144 under the 1933 Act (“Rule 144”), (b) if applicable, a copy of such registration statement, and (c) notice from legal counsel to the Company or any Holder that a transfer of Common Shares has been effected either pursuant to the registration statement (and a prospectus delivered to the transferee) or pursuant to Rule 144, then as promptly as practicable, you shall issue the certificates representing the Common Shares registered in the names of such transferees, and such certificates shall not bear any legend restricting transfer of the Common Shares thereby and should not be subject to any stop-transfer restriction; provided, however, that if such Common Shares and are not registered for resale under the 1933 Act or able to be sold under Rule 144, then the certificates for such Common Shares shall bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. A form of written confirmation from the Company's outside legal counsel that a registration statement covering resales of the Common Shares has been declared effective by the SEC under the 1933 Act is attached hereto. Please execute this letter in the space indicated to acknowledge your agreement to act in accordance with these instructions. Should you have any questions concerning this matter, please contact me at ____________. Very truly yours, IPORUSSIA, INC. By: Name: Title: THE FOREGOING INSTRUCTIONS ARE ACKNOWLEDGED AND AGREED TO this ___ EXHIBIT II TO IRREVOCABLE day of ________________, 2007 [TRANSFER AGENT INSTRUCTIONSAGENT] By: Name: Title: Enclosures Copy: Holder

FORM OF NOTICE OF EFFECTIVENESS. OF REGISTRATION STATEMENT _________, 2006 2007 ________ Attention: RE: ADVAXISCMARK INTERNATIONAL, INC. Ladies and Gentlemen: We are counsel to AdvaxisCMARK International, Inc., a South Carolina corporation (the “Company”), and have represented the Company in connection with that certain Securities Purchase Agreement, dated as of January February __, 2006 2007 (the “Securities Purchase Agreement”), entered into by and among the Company and the Buyer Buyers set forth on Schedule I attached thereto (collectively the “Buyer”) pursuant to which the Company has agreed to sell to the Buyer up to One Million Eight Hundred Thousand Dollars ($3,000,000 5,300,000) of secured convertible debentures, which shall be convertible into shares (the “Conversion Shares”) of the Company’s common stock, par value $.001 .0001 per share (the “Common Stock”), in accordance with the terms of the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement, dated as of January February __28_, 20062007, with the Buyer (the “Investor Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Conversion Shares under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Securities Purchase Agreement and the Registration Rights Agreement, on _______February 28, 20062007, the Company filed a Registration Statement (File No. ___-_________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the sale of the Conversion Shares. In connection with the foregoing, we advise the Transfer Agent you that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at ____ P.M. on __________, 2006 2007 and we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Conversion Shares are available for sale under the 1933 Act pursuant to the Registration Statement. EXHIBIT I-1 10.7 - continued The Buyer has confirmed it shall comply with all securities laws and regulations applicable to it including applicable prospectus delivery requirements upon sale of the Conversion Shares. Very truly yours, The X’Xxxx Law Firm, P.C. By: _____________________________ EXHIBIT II 10.7 - continued EXHIBIT III TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

FORM OF NOTICE OF EFFECTIVENESS. OF REGISTRATION STATEMENT _________, 2006 200_ ________ Attention: RE: ADVAXIS, INC. COBALIS CORPORATION Ladies and Gentlemen: We are counsel to Advaxis, Inc.Cobalis Corporation, (the “Company”), and have represented the Company in connection with that certain Securities Purchase Agreement, dated as of January ________________ ____, 2006 200_ (the “Securities Purchase Agreement”), entered into by and among the Company and the Buyer Buyers set forth on Schedule I attached thereto (collectively the “BuyerBuyers”) pursuant to which the Company has agreed to sell to the Buyer Buyers up to Three Million Eight Hundred Fifty Dollars ($3,000,000 3,850,000) of secured convertible debentures, which shall be convertible into shares (the “Conversion Shares”) of the Company’s common stock, par value $.001 per share (the “Common Stock”), in accordance with the terms of the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement, dated as of January ______________ ___, 2006200_, with the Buyer Buyers (the “Investor Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Conversion Shares under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Securities Purchase Agreement and the Registration Rights Agreement, on _______, 2006200_, the Company filed a Registration Statement (File No. ___-_________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the sale of the Conversion Shares. In connection with the foregoing, we advise the Transfer Agent that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at ____ P.M. on __________, 2006 200_ and we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Conversion Shares are available for sale under the 1933 Act pursuant to the Registration Statement. EXHIBIT I-1 The Buyer Buyers has confirmed it shall comply with all securities laws and regulations applicable to it including applicable prospectus delivery requirements upon sale of the Conversion Shares. Very truly yours, By: _____________________________ /s/ EXHIBIT II TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

FORM OF NOTICE OF EFFECTIVENESS. OF REGISTRATION STATEMENT _________, 2006 2008 ________ Attention: RE: ADVAXISINTREPID TECHNOLOGY AND RESOURCES, INC. Ladies and Gentlemen: We are counsel to AdvaxisIntrepid Technology and Resources, Inc., Inc. (the “Company”), and have represented the Company in connection with that certain Securities Purchase Agreement, dated as of January ________________ ____, 2006 2008 (the “Securities Purchase Agreement”), entered into by and among the Company and the Buyer Buyers set forth on Schedule I attached thereto (collectively the “BuyerBuyers”) pursuant to which the Company has agreed to sell to the Buyer Buyers up to $3,000,000 585,000 of secured convertible debentures, which shall be convertible into shares (the “Conversion Shares”) of the Company’s common stock, par value $.001 0.005 per share (the “Common Stock”), in accordance with the terms of the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement, dated as of January ______________ ___, 20062008, with the Buyer Buyers (the “Investor Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Conversion Shares under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Securities Purchase Agreement and the Registration Rights Agreement, on _______, 2006200_, the Company filed a Registration Statement (File No. ___-_________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the sale of the Conversion Shares. In connection with the foregoing, we advise the Transfer Agent that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at ____ P.M. on __________, 2006 200_ and we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Conversion Shares are available for sale under the 1933 Act pursuant to the Registration Statement. EXHIBIT I-1 The Buyer Buyers has confirmed it shall comply with all securities laws and regulations applicable to it including applicable prospectus delivery requirements upon sale of the Conversion Shares. Very truly yours, By: _____________________________ EXHIBIT II TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

FORM OF NOTICE OF EFFECTIVENESS. OF REGISTRATION STATEMENT _________, 2006 ________ [Transfer Agent] [Address] Attention: RERe: ADVAXISQuikByte Software, INC. Inc. Ladies and Gentlemen: [We are are][I am] counsel to AdvaxisQuikByte Software, Inc., a Colorado corporation (the “"Company”"), and have represented the Company in connection with that certain Securities Purchase Agreement, dated as of January __, 2006 Registration Rights Agreement with Xxxxx X. Xxxxxxx (the “Securities Purchase Agreement”), entered into by and among the Company and the Buyer set forth on Schedule I attached thereto (collectively the “BuyerHolder”) pursuant to which the Company has agreed to sell to the Buyer $3,000,000 of secured convertible debentures, which shall be convertible into shares (the “Conversion Shares”) of the Company’s common stock, par value $.001 per share (the “Common Stock”), in accordance with the terms of the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, the Company also has entered into a "Registration Rights Agreement, dated as of January ___, 2006, with the Buyer (the “Investor Registration Rights Agreement”") pursuant to which the Company agreed, among other things, to register the Conversion Shares Registrable Securities (as defined in the Registration Rights Agreement), under the Securities Act of 1933, as amended (the “"1933 Act”"). In connection with the Company’s 's obligations under the Securities Purchase Agreement and the Registration Rights Agreement, on ____________ ___, 2006200_, the Company filed a Registration Statement on Form SB-2 (File No. 333-___-__________) (the “"Registration Statement”") with the Securities and Exchange Commission (the “"SEC”") relating to the sale of Registrable Securities which names the Conversion SharesHolder as a selling stockholder thereunder. In connection with the foregoing, we [we][I] advise the Transfer Agent you that a member of the SEC’s 's staff has advised us [us][me] by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at ____ P.M. [ENTER TIME OF EFFECTIVENESS] on __________, 2006 [ENTER DATE OF EFFECTIVENESS] and we [we][I] have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Conversion Shares Registrable Securities are available for sale resale under the 1933 Act pursuant to the Registration Statement. EXHIBIT I-1 The Buyer has confirmed it This letter shall comply with all securities laws and regulations applicable serve as our standing instruction to it including applicable prospectus delivery requirements upon sale you that the shares of Common Stock are freely transferable by the Conversion SharesHolder pursuant to the Registration Statement. You need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Holders as contemplated by the Company's Irrevocable Transfer Agent Instructions dated ___________, 200_. Very truly yours, ByEXHIBIT B IRREVOCABLE TRANSFER AGENT INSTRUCTIONS _______________, 2007 [Addressed to Transfer Agent] _______________________ _______________________ Attention: [________________________] Ladies and Gentlemen: Reference is made to that certain Registration Rights Agreement, dated as of _________________, 2007 (the "Agreement"), by and among QuikByte Software, Inc., a Colorado corporation (the "Company"), and Xxxxx X. Xxxxxxx (the "Holder"), pursuant to which the Company is obligated to register the Holders shares (the "Common Shares") of Common Stock of the Company, par value $0.0001 per share (the "Common Stock"). This letter shall serve as our irrevocable authorization and direction to you (provided that you are the transfer agent of the Company at such time) to issue shares of Common Stock upon transfer or resale of the Common Shares. You acknowledge and agree that so long as you have previously received (a) written confirmation from the Company's legal counsel that either (i) a registration statement covering resales of the Common Shares has been declared effective by the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "1933 Act"), or (ii) sales of the Common Shares may be made in conformity with Rule 144 under the 1933 Act (“Rule 144”), (b) if applicable, a copy of such registration statement, and (c) notice from legal counsel to the Company or any Holder that a transfer of Common Shares has been effected either pursuant to the registration statement (and a prospectus delivered to the transferee) or pursuant to Rule 144, then as promptly as practicable, you shall issue the certificates representing the Common Shares registered in the names of such transferees, and such certificates shall not bear any legend restricting transfer of the Common Shares thereby and should not be subject to any stop-transfer restriction; provided, however, that if such Common Shares and are not registered for resale under the 1933 Act or able to be sold under Rule 144, then the certificates for such Common Shares shall bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. A form of written confirmation from the Company's outside legal counsel that a registration statement covering resales of the Common Shares has been declared effective by the SEC under the 1933 Act is attached hereto. Please execute this letter in the space indicated to acknowledge your agreement to act in accordance with these instructions. Should you have any questions concerning this matter, please contact me at ____________. Very truly yours, QuikByte Software, Inc. By: Name: Title: THE FOREGOING INSTRUCTIONS ARE ACKNOWLEDGED AND AGREED TO this ___ EXHIBIT II TO IRREVOCABLE day of ________________, 2007 [TRANSFER AGENT INSTRUCTIONSAGENT] By: Name: Title: Enclosures Copy: Holder

FORM OF NOTICE OF EFFECTIVENESS. OF REGISTRATION STATEMENT _________, 2006 200_ ________ Attention: RE: ADVAXISNATURAL NUTRITION, INC. Ladies and Gentlemen: We are counsel to AdvaxisNatural Nutrition, Inc., (the “Company”), and have represented the Company in connection with that certain Securities Purchase Agreement, dated as of January ________________ ____, 2006 200_ (the “Securities Purchase Agreement”), entered into by and among the Company and the Buyer Buyers set forth on Schedule I attached thereto (collectively the “BuyerBuyers”) pursuant to which the Company has agreed to sell to the Buyer $3,000,000 of Buyers secured convertible debentures, which shall be convertible into shares (the “Conversion Shares”) of the Company’s common stock, par value $.001 per share (the “Common Stock”), in accordance with the terms of the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement, dated as of January ______________ ___, 2006200_, with the Buyer Buyers (the “Investor Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Conversion Shares under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Securities Purchase Agreement and the Registration Rights Agreement, on _______, 2006200_, the Company filed a Registration Statement (File No. ___-_________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the sale of the Conversion Shares. In connection with the foregoing, we advise the Transfer Agent that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at ____ P.M. on __________, 2006 200_ and we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Conversion Shares are available for sale under the 1933 Act pursuant to the Registration Statement. EXHIBIT I-1 The Buyer Buyers has confirmed it shall comply with all securities laws and regulations applicable to it including applicable prospectus delivery requirements upon sale of the Conversion Shares. Very truly yours, By: :____________________________________ EXHIBIT II TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

FORM OF NOTICE OF EFFECTIVENESS. OF REGISTRATION STATEMENT _________, 2006 2007 ________ Attention: RE: ADVAXIS, INC. COMPLIANCE SYSTEMS CORPORATION Ladies and Gentlemen: We are counsel to Advaxis, Inc.Compliance Systems Corporation, (the “Company”), and have represented the Company in connection with that certain Securities Purchase Agreement, dated as of January __March 16, 2006 2007 (the “Securities Purchase Agreement”), entered into by and among the Company and the Buyer Buyers set forth on Schedule I attached thereto (collectively the “BuyerBuyers”) pursuant to which the Company has agreed to sell to the Buyer Buyers up to One Hundred Fifty Thousand Dollars ($3,000,000 150,000) of secured convertible debentures, which shall be convertible into shares (the “Conversion Shares”) of the Company’s common stock, par value $.001 0.001 per share (the “Common Stock”), in accordance with the terms of the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement, dated as of January ___March 16, 20062007, with the Buyer Buyers (the “Investor Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Conversion Shares under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Securities Purchase Agreement and the Registration Rights Agreement, on _______, 20062007, the Company filed a Registration Statement (File No. ___-_________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the sale of the Conversion Shares. In connection with the foregoing, we advise the Transfer Agent that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at ____ P.M. on __________, 2006 2007 and we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Conversion Shares are available for sale under the 1933 Act pursuant to the Registration Statement. EXHIBIT I-1 The Buyer Buyers has confirmed it shall comply with all securities laws and regulations applicable to it including applicable prospectus delivery requirements upon sale of the Conversion Shares. Very truly yours, By: _____________________________ EXHIBIT II III TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

FORM OF NOTICE OF EFFECTIVENESS. OF REGISTRATION STATEMENT _________, 2006 2005 ____________________ ____________________ Attention: ____________ RE: ADVAXISBSI2000, INC. Ladies and Gentlemen: We are counsel to AdvaxisBSI2000, Inc., (the “Company”), and have represented the Company in connection with that certain Securities Purchase Agreement, dated as of January __November 3, 2006 2005 (the “Securities Purchase Agreement”), entered into by and among the Company and the Buyer Buyers set forth on Schedule I attached thereto (collectively the “BuyerBuyers”) pursuant to which the Company has agreed to sell to the Buyer Buyers up to One Million Dollars ($3,000,000 1,000,000) of secured convertible debentures, which shall be convertible into shares (the “Conversion Shares”) of the Company’s common stock, par value $.001 0.001 per share (the “Common Stock”), in accordance with the terms of the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement, dated as of January November ___, 20062005, with the Buyer Buyers (the “Investor Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Conversion Shares under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Securities Purchase Agreement and the Registration Rights Agreement, on _______, 20062005, the Company filed a Registration Statement (File No. ___-_________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the sale of the Conversion Shares. In connection with the foregoing, we advise the Transfer Agent that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at ____ P.M. on __________, 2006 2005 and we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Conversion Shares are available for sale under the 1933 Act pursuant to the Registration Statement. EXHIBIT I-1 The Buyer Buyers has confirmed it shall comply with all securities laws and regulations applicable to it including applicable prospectus delivery requirements upon sale of the Conversion Shares. Very truly yours, By: _____________________________ EXHIBIT II III TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

FORM OF NOTICE OF EFFECTIVENESS. OF REGISTRATION STATEMENT _________, 2006 ________ Attention: RE: ADVAXISARIEL WAY, INC. Ladies and Gentlemen: We are counsel to AdvaxisAriel Way, Inc., (the “Company”), and have represented the Company in connection with that certain Securities Purchase Investment Agreement, dated as of January __February 28, 2006 (the “Securities Purchase Investment Agreement”), entered into by and among the Company and the Buyer Buyers set forth on Schedule I attached thereto (collectively the “BuyerBuyers”) pursuant to which the Company has agreed to sell to the Buyer $3,000,000 Buyers up to ________ of secured convertible debenturesSeries A Preferred Shares, which shall be convertible into shares (the “Conversion Shares”) of the Company’s common stock, par value $.001 per share (the “Common Stock”), in accordance with the terms of the Securities Purchase Investment Agreement. Pursuant to the Securities Purchase Investment Agreement, the Company also has entered into a Registration Rights Agreement, dated as of January ___February 28, 2006, with the Buyer Buyers (the “Investor Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Conversion Shares under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Securities Purchase Agreement and the Registration Rights Agreement, on _______, 2006, the Company filed a Registration Statement (File No. ___-_________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the sale of the Conversion Shares. In connection with the foregoing, we advise the Transfer Agent that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at ____ P.M. on __________, 2006 and we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Conversion Shares are available for sale under the 1933 Act pursuant to the Registration Statement. EXHIBIT I-1 The Buyer Buyers has confirmed it shall comply with all securities laws and regulations applicable to it including applicable prospectus delivery requirements upon sale of the Conversion Shares. Very truly yours, By: _____________________________ EXHIBIT II TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

FORM OF NOTICE OF EFFECTIVENESS. OF REGISTRATION STATEMENT _________, 2006 ________ Attention: RE: ADVAXIS, INC. PACER HEALTH CORPORATION Ladies and Gentlemen: We are counsel to Advaxis, Inc.Pacer Health Corporation, (the “Company”), and have represented the Company in connection with that certain Securities Purchase Agreement, dated as of January __April 1, 2006 (the “Securities Purchase Agreement”), entered into by and among the Company and the Buyer Buyers set forth on Schedule I attached thereto (collectively the “BuyerBuyers”) pursuant to which the Company has agreed to sell to the Buyer Buyers up to $3,000,000 2,000,000 of secured convertible debentures, which shall be convertible into shares (the “Conversion Shares”) of the Company’s common stock, par value $.001 0.0001 per share (the “Common Stock”), in accordance with the terms of the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement, dated as of January ___April 1, 2006, with the Buyer Buyers (the “Investor Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Conversion Shares under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Securities Purchase Agreement and the Registration Rights Agreement, on _______, 2006, the Company filed a Registration Statement (File No. ___-_________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the sale of the Conversion Shares. In connection with the foregoing, we advise the Transfer Agent that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at ____ P.M. on __________, 2006 and we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Conversion Shares are available for sale under the 1933 Act pursuant to the Registration Statement. EXHIBIT I-1 The Buyer Buyers has confirmed it shall comply with all securities laws and regulations applicable to it including applicable prospectus delivery requirements upon sale of the Conversion Shares. Very truly yours, By: ________:_____________________ EXHIBIT II TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

FORM OF NOTICE OF EFFECTIVENESS. OF REGISTRATION STATEMENT _________, 2006 ________ Attention: RE: ADVAXISTITAN GLOBAL HOLDINGS, INC. Ladies and Gentlemen: We are counsel to AdvaxisTitan Global Holdings, Inc., (the “Company”), and have represented the Company in connection with that certain Securities Purchase Agreement, dated as of January October __, 2006 (the “Securities Purchase Agreement”), entered into by and among the Company and the Buyer Buyers set forth on Schedule I attached thereto (collectively the “BuyerBuyers”) pursuant to which the Company has agreed to sell to the Buyer Buyers up to $3,000,000 1,200,000 of secured convertible debentures, which shall be convertible into shares (the “Conversion Shares”) of the Company’s common stock, par value $.001 0.001 per share (the “Common Stock”), in accordance with the terms of the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement, dated as of January October ___, 2006, with the Buyer Buyers (the “Investor Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Conversion Shares under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Securities Purchase Agreement and the Registration Rights Agreement, on _______, 20062005, the Company filed a Registration Statement (File No. ___-_________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the sale of the Conversion Shares. In connection with the foregoing, we advise the Transfer Agent that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at ____ P.M. on __________, 2006 2005 and we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Conversion Shares are available for sale under the 1933 Act pursuant to the Registration Statement. EXHIBIT I-1 The Buyer Buyers has confirmed it shall comply with all securities laws and regulations applicable to it including applicable prospectus delivery requirements upon sale of the Conversion Shares. Very truly yours, By: _____________________________ EXHIBIT II TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

FORM OF NOTICE OF EFFECTIVENESS. OF REGISTRATION STATEMENT _________[ ] American Stock Transfer & Trust Company 50 Xxxxxx Xxxx Xxx Xxxx, 2006 ________ XX 00000 Attention: RE[ ] Re: ADVAXIS, INC. Jinpan International Limited Ladies and Gentlemen: We are I am counsel to AdvaxisJinpan International Limited, Inc., a British Virgin Islands corporation (the “"Company”"), and have represented the Company in connection with that certain Securities Purchase Agreement, dated as of January December __, 2006 (the “"Securities Purchase Agreement”"), entered into by and among the Company and the Buyer set forth on Schedule I attached thereto buyers named therein (collectively collectively, the “Buyer”"Holders") pursuant to which the Company has agreed to sell issued to the Buyer $3,000,000 of secured convertible debentures, which shall be convertible into Holders its shares (the “Conversion Shares”) of the Company’s common stock's Common Stock, par value $.001 0.018 per share (the “"Common Stock”"), in accordance with the terms of the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement, dated as of January ___, 2006, Agreement with the Buyer Holders (the “Investor "Registration Rights Agreement”") pursuant to which the Company agreed, among other things, to register the Conversion Shares resale of the Registrable Securities (as defined in the Registration Rights Agreement), under the Securities Act of 1933, as amended (the “"1933 Act”"). In connection with the Company’s 's obligations under the Securities Purchase Agreement and the Registration Rights Agreement, on ____________ ___, 2006, the Company filed a Registration Statement on Form F-3 (File No. 333-___-__________) (the “"Registration Statement”") with the Securities and Exchange Commission (the “"SEC”") relating to the sale Registrable Securities which names each of the Conversion SharesHolders as a selling stockholder thereunder. In connection with the foregoing, we I advise the Transfer Agent you that a member of the SEC’s 's staff has advised us me by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at ____ P.M. [ENTER TIME OF EFFECTIVENESS] on __________, 2006 [ENTER DATE OF EFFECTIVENESS] and we I have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Conversion Shares Registrable Securities are available for sale resale under the 1933 Act pursuant to the Registration Statement. EXHIBIT I-1 The Buyer has confirmed it This letter shall comply with all securities laws serve as our standing instruction to you that the shares of Common Stock are freely transferable by the Holders pursuant to the Registration Statement and regulations applicable may be issued without any legend. So long as you have not received a notice from legal counsel to it including applicable prospectus delivery requirements upon sale the Company that the Registration Statement may not be used by the Holders, certificates may be issued free of any legends and you need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Conversion SharesHolders as contemplated by the Company's Irrevocable Transfer Agent Instructions dated December __. 2006. Very truly yours, [COUNSEL] By: :_____________________________ EXHIBIT II TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

FORM OF NOTICE OF EFFECTIVENESS. OF REGISTRATION STATEMENT __________, 2006 ________ Attention: Interwest Transfer Company, Inc. 1980 Xxxx Xxxxxx Xxxxxxxx Xxxx, Suite 100 P.O. Box 17136 Salt Lake City, UT 84117 RE: ADVAXIS, INCMOBILEPRO CORP. Ladies and Gentlemen: We are counsel to Advaxis, Inc., MobilePro Corp. (the “Company”), and have represented the Company in connection with that certain Securities Purchase Agreement, dated as of January August ___, 2006 (the “Securities Purchase Agreement”), entered into by and among the Company and Company, the Buyer Buyers set forth on Schedule I attached thereto (collectively the “BuyerBuyers”) and Davxx Xxxxxxxx, Xsq., pursuant to which the Company has agreed to sell to the Buyer Buyers up to Seven Million Dollars ($3,000,000 7,000,000) of secured convertible debentures, which shall be convertible into shares (the “Conversion Shares”) of the Company’s common stock, par value $.001 0.001 per share (the “Common Stock”), in accordance with the terms of the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement, dated as of January _August __, 2006, with the Buyer Buyers (the “Investor Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Conversion Shares under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Securities Purchase Agreement and the Registration Rights Agreement, on [_______], 2006, the Company filed a Registration Statement (File No. ___-_________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the sale of the Conversion Shares. In connection with the foregoing, we advise the Transfer Agent that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at ____ P.M. on __________, 2006 and we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Conversion Shares are available for sale under the 1933 Act pursuant to the Registration Statement. EXHIBIT I-1 The Buyer has Buyers have confirmed it shall comply with all securities laws and regulations applicable to it including applicable prospectus delivery requirements upon sale of the Conversion Shares. Very truly yours, By: _____________________________ EXHIBIT II TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

FORM OF NOTICE OF EFFECTIVENESS. OF REGISTRATION STATEMENT _________, 2006 ________ [Transfer Agent] [Address] Attention: RERe: ADVAXISQuikByte Software, INC. Inc. Ladies and Gentlemen: [We are are][I am] counsel to AdvaxisQuikByte Software, Inc., a Colorado corporation (the “"Company”"), and have represented the Company in connection with that certain Securities Purchase AgreementRegistration Rights Agreement with Garisch Financial, dated as of January __Inc., 2006 an Illinois corporation (the “Securities Purchase Agreement”), entered into by and among the Company and the Buyer set forth on Schedule I attached thereto (collectively the “BuyerHolder”) pursuant to which the Company has agreed to sell to the Buyer $3,000,000 of secured convertible debentures, which shall be convertible into shares (the “Conversion Shares”) of the Company’s common stock, par value $.001 per share (the “Common Stock”), in accordance with the terms of the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, the Company also has entered into a "Registration Rights Agreement, dated as of January ___, 2006, with the Buyer (the “Investor Registration Rights Agreement”") pursuant to which the Company agreed, among other things, to register the Conversion Shares Registrable Securities (as defined in the Registration Rights Agreement), under the Securities Act of 1933, as amended (the “"1933 Act”"). In connection with the Company’s 's obligations under the Securities Purchase Agreement and the Registration Rights Agreement, on ____________ ___, 2006200_, the Company filed a Registration Statement on Form SB-2 (File No. 333-___-__________) (the “"Registration Statement”") with the Securities and Exchange Commission (the “"SEC”") relating to the sale of Registrable Securities which names the Conversion SharesHolder as a selling stockholder thereunder. In connection with the foregoing, we [we][I] advise the Transfer Agent you that a member of the SEC’s 's staff has advised us [us][me] by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at ____ P.M. [ENTER TIME OF EFFECTIVENESS] on __________, 2006 [ENTER DATE OF EFFECTIVENESS] and we [we][I] have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Conversion Shares Registrable Securities are available for sale resale under the 1933 Act pursuant to the Registration Statement. EXHIBIT I-1 The Buyer has confirmed it This letter shall comply with all securities laws and regulations applicable serve as our standing instruction to it including applicable prospectus delivery requirements upon sale you that the shares of Common Stock are freely transferable by the Conversion SharesHolder pursuant to the Registration Statement. You need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Holders as contemplated by the Company's Irrevocable Transfer Agent Instructions dated ___________, 200_. Very truly yours, ByEXHIBIT B IRREVOCABLE TRANSFER AGENT INSTRUCTIONS _______________, 2007 [Addressed to Transfer Agent] _______________________ _______________________ Attention: [________________________] Ladies and Gentlemen: Reference is made to that certain Registration Rights Agreement, dated as of _________________, 2007 (the "Agreement"), by and among QuikByte Software, Inc., a Colorado corporation (the "Company"), and Garisch Financial, Inc., an Illinois corporation (the "Holder"), pursuant to which the Company is obligated to register the Holders shares (the "Common Shares") of Common Stock of the Company, par value $0.0001 per share (the "Common Stock"). This letter shall serve as our irrevocable authorization and direction to you (provided that you are the transfer agent of the Company at such time) to issue shares of Common Stock upon transfer or resale of the Common Shares. You acknowledge and agree that so long as you have previously received (a) written confirmation from the Company's legal counsel that either (i) a registration statement covering resales of the Common Shares has been declared effective by the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "1933 Act"), or (ii) sales of the Common Shares may be made in conformity with Rule 144 under the 1933 Act (“Rule 144”), (b) if applicable, a copy of such registration statement, and (c) notice from legal counsel to the Company or any Holder that a transfer of Common Shares has been effected either pursuant to the registration statement (and a prospectus delivered to the transferee) or pursuant to Rule 144, then as promptly as practicable, you shall issue the certificates representing the Common Shares registered in the names of such transferees, and such certificates shall not bear any legend restricting transfer of the Common Shares thereby and should not be subject to any stop-transfer restriction; provided, however, that if such Common Shares and are not registered for resale under the 1933 Act or able to be sold under Rule 144, then the certificates for such Common Shares shall bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. A form of written confirmation from the Company's outside legal counsel that a registration statement covering resales of the Common Shares has been declared effective by the SEC under the 1933 Act is attached hereto. Please execute this letter in the space indicated to acknowledge your agreement to act in accordance with these instructions. Should you have any questions concerning this matter, please contact me at ____________. Very truly yours, QuikByte Software, Inc. By: Name: Title: THE FOREGOING INSTRUCTIONS ARE ACKNOWLEDGED AND AGREED TO this ___ EXHIBIT II TO IRREVOCABLE day of ________________, 2007 [TRANSFER AGENT INSTRUCTIONSAGENT] By: Name: Title: Enclosures Copy: Holder

FORM OF NOTICE OF EFFECTIVENESS. OF REGISTRATION STATEMENT _________, 2006 ____________________ ____________________ Attention: ____________ RE: ADVAXISBSI2000, INC. Ladies and Gentlemen: We are counsel to AdvaxisBSI2000, Inc., (the “Company”), and have represented the Company in connection with that certain Securities Purchase Agreement, dated as of January __February 10, 2006 (the “Securities Purchase Agreement”), entered into by and among the Company and the Buyer Buyers set forth on Schedule I attached thereto (collectively the “BuyerBuyers”) pursuant to which the Company has agreed to sell to the Buyer Buyers up to One Million Dollars ($3,000,000 1,000,000) of secured convertible debentures, which shall be convertible into shares (the “Conversion Shares”) of the Company’s common stock, par value $.001 0.001 per share (the “Common Stock”), in accordance with the terms of the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement, dated as of January ___February 10, 2006, with the Buyer Buyers (the “Investor Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Conversion Shares under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Securities Purchase Agreement and the Registration Rights Agreement, on _______, 2006, the Company filed a Registration Statement (File No. ___-_________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the sale of the Conversion Shares. In connection with the foregoing, we advise the Transfer Agent that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at ____ P.M. on __________, 2006 and we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Conversion Shares are available for sale under the 1933 Act pursuant to the Registration Statement. EXHIBIT I-1 The Buyer Buyers has confirmed it shall comply with all securities laws and regulations applicable to it including applicable prospectus delivery requirements upon sale of the Conversion Shares. Very truly yours, By: _____________________________ EXHIBIT II III TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

FORM OF NOTICE OF EFFECTIVENESS. OF REGISTRATION STATEMENT _________, 2006 ____________________ ____________________ Attention: ____________ RE: ADVAXISBSI2000, INC. Ladies and Gentlemen: We are counsel to AdvaxisBSI2000, Inc., (the “Company”), and have represented the Company in connection with that certain Securities Purchase Agreement, dated as of January __April 24, 2006 (the “Securities Purchase Agreement”), entered into by and among the Company and the Buyer Buyers set forth on Schedule I attached thereto (collectively the “BuyerBuyers”) pursuant to which the Company has agreed to sell to the Buyer Buyers up to One Million Five Hundred Thousand Dollars ($3,000,000 1,500,000) of secured convertible debentures, which shall be convertible into shares (the “Conversion Shares”) of the Company’s common stock, par value $.001 0.001 per share (the “Common Stock”), in accordance with the terms of the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, the Company also has entered into a Second Amended and Restated Investor Registration Rights Agreement, dated as of January ___April 24, 2006, with the Buyer Buyers (the “Investor Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Conversion Shares under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Securities Purchase Agreement and the Registration Rights Agreement, on _______, 2006, the Company filed a Registration Statement (File No. ___-_________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the sale of the Conversion Shares. In connection with the foregoing, we advise the Transfer Agent that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at ____ P.M. on __________, 2006 and we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Conversion Shares are available for sale under the 1933 Act pursuant to the Registration Statement. EXHIBIT I-1 The Buyer Buyers has confirmed it shall comply with all securities laws and regulations applicable to it including applicable prospectus delivery requirements upon sale of the Conversion Shares. Very truly yours, By: :__________________________________ EXHIBIT II III TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONSINSTRUCTIONS FORM OF OPINION ________________ 2006 VIA FACSIMILE AND REGULAR MAIL ____________________ ____________________ ____________________ Attention: ____________ RE: BSI2000, INC. Ladies and Gentlemen: We have acted as special counsel to BSI2000, Inc. (the “Company”), in connection with the registration of ___________shares (the “Shares”) of its common stock with the Securities and Exchange Commission (the “SEC”). We have not acted as your counsel. This opinion is given at the request and with the consent of the Company. In rendering this opinion we have relied on the accuracy of the Company’s Registration Statement on Form SB-2, as amended (the “Registration Statement”), filed by the Company with the SEC on _________ ___, 2006. The Company filed the Registration Statement on behalf of certain selling stockholders (the “Selling Stockholders”). This opinion relates solely to the Selling Shareholders listed on Exhibit “A” hereto and number of Shares set forth opposite such Selling Stockholders’ names. The SEC declared the Registration Statement effective on __________ ___, 2006. We understand that the Selling Stockholders acquired the Shares in a private offering exempt from registration under the Securities Act of 1933, as amended. Information regarding the Shares to be sold by the Selling Shareholders is contained under the heading “Selling Stockholders” in the Registration Statement, which information is incorporated herein by reference. This opinion does not relate to the issuance of the Shares to the Selling Stockholders. The opinions set forth herein relate solely to the sale or transfer by the Selling Stockholders pursuant to the Registration Statement under the Federal laws of the United States of America. We do not express any opinion concerning any law of any state or other jurisdiction. In rendering this opinion we have relied upon the accuracy of the foregoing statements. Based on the foregoing, it is our opinion that the Shares have been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and that ________ may remove the restrictive legends contained on the Shares. This opinion relates solely to the number of Shares set forth opposite the Selling Stockholders listed on Exhibit “A” hereto. This opinion is furnished to Transfer Agent specifically in connection with the issuance of the Shares, and solely for your information and benefit. This letter may not be relied upon by Transfer Agent in any other connection, and it may not be relied upon by any other person or entity for any purpose without our prior written consent. This opinion may not be assigned, quoted or used without our prior written consent. The opinions set forth herein are rendered as of the date hereof and we will not supplement this opinion with respect to changes in the law or factual matters subsequent to the date hereof. Very truly yours, EXHIBIT “A” (LIST OF SELLING STOCKHOLDERS) Name: No. of Shares:

FORM OF NOTICE OF EFFECTIVENESS. OF REGISTRATION STATEMENT _________, 2006 ________ [Transfer Agent] [Address] Attention: RERe: ADVAXISQuikByte Software, INC. Inc. Ladies and Gentlemen: [We are are][I am] counsel to AdvaxisQuikByte Software, Inc., a Colorado corporation (the “"Company”"), and have represented the Company in connection with that certain Securities Purchase AgreementRegistration Rights Agreement with KI Equity Partners, dated as of January __LLC, 2006 Delaware limited liability company (the “Securities Purchase Agreement”), entered into by and among the Company and the Buyer set forth on Schedule I attached thereto (collectively the “BuyerHolder”) pursuant to which the Company has agreed to sell to the Buyer $3,000,000 of secured convertible debentures, which shall be convertible into shares (the “Conversion Shares”) of the Company’s common stock, par value $.001 per share (the “Common Stock”), in accordance with the terms of the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, the Company also has entered into a "Registration Rights Agreement, dated as of January ___, 2006, with the Buyer (the “Investor Registration Rights Agreement”") pursuant to which the Company agreed, among other things, to register the Conversion Shares Registrable Securities (as defined in the Registration Rights Agreement), under the Securities Act of 1933, as amended (the “"1933 Act”"). In connection with the Company’s 's obligations under the Securities Purchase Agreement and the Registration Rights Agreement, on ____________ ___, 2006200_, the Company filed a Registration Statement on Form SB-2 (File No. 333-___-__________) (the “"Registration Statement”") with the Securities and Exchange Commission (the “"SEC”") relating to the sale of Registrable Securities which names the Conversion SharesHolder as a selling stockholder thereunder. In connection with the foregoing, we [we][I] advise the Transfer Agent you that a member of the SEC’s 's staff has advised us [us][me] by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at ____ P.M. [ENTER TIME OF EFFECTIVENESS] on __________, 2006 [ENTER DATE OF EFFECTIVENESS] and we [we][I] have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Conversion Shares Registrable Securities are available for sale resale under the 1933 Act pursuant to the Registration Statement. EXHIBIT I-1 The Buyer has confirmed it This letter shall comply with all securities laws and regulations applicable serve as our standing instruction to it including applicable prospectus delivery requirements upon sale you that the shares of Common Stock are freely transferable by the Conversion SharesHolder pursuant to the Registration Statement. You need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Holders as contemplated by the Company's Irrevocable Transfer Agent Instructions dated ___________, 200_. Very truly yours, ByEXHIBIT B IRREVOCABLE TRANSFER AGENT INSTRUCTIONS _______________, 2007 [Addressed to Transfer Agent] _______________________ _______________________ Attention: [________________________] Ladies and Gentlemen: Reference is made to that certain Registration Rights Agreement, dated as of _________________, 2007 (the "Agreement"), by and among QuikByte Software, Inc., a Colorado corporation (the "Company"), and KI Equity Partners V. LLC, a Delaware limited liability company (the "Holder"), pursuant to which the Company is obligated to register the Holders shares (the "Common Shares") of Common Stock of the Company, par value $0.0001 per share (the "Common Stock"). This letter shall serve as our irrevocable authorization and direction to you (provided that you are the transfer agent of the Company at such time) to issue shares of Common Stock upon transfer or resale of the Common Shares. You acknowledge and agree that so long as you have previously received (a) written confirmation from the Company's legal counsel that either (i) a registration statement covering resales of the Common Shares has been declared effective by the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "1933 Act"), or (ii) sales of the Common Shares may be made in conformity with Rule 144 under the 1933 Act (“Rule 144”), (b) if applicable, a copy of such registration statement, and (c) notice from legal counsel to the Company or any Holder that a transfer of Common Shares has been effected either pursuant to the registration statement (and a prospectus delivered to the transferee) or pursuant to Rule 144, then as promptly as practicable, you shall issue the certificates representing the Common Shares registered in the names of such transferees, and such certificates shall not bear any legend restricting transfer of the Common Shares thereby and should not be subject to any stop-transfer restriction; provided, however, that if such Common Shares and are not registered for resale under the 1933 Act or able to be sold under Rule 144, then the certificates for such Common Shares shall bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. A form of written confirmation from the Company's outside legal counsel that a registration statement covering resales of the Common Shares has been declared effective by the SEC under the 1933 Act is attached hereto. Please execute this letter in the space indicated to acknowledge your agreement to act in accordance with these instructions. Should you have any questions concerning this matter, please contact me at ____________. Very truly yours, QuikByte Software, Inc. By: Name: Title: THE FOREGOING INSTRUCTIONS ARE ACKNOWLEDGED AND AGREED TO this ___ EXHIBIT II TO IRREVOCABLE day of ________________, 2007 [TRANSFER AGENT INSTRUCTIONSAGENT] By: Name: Title: Enclosures Copy: Holder