<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>4
<FILENAME>forms8exh4d2-12.txt
<DESCRIPTION>EXH. 4(D) - 2010 STK BONUS PLAN
<TEXT>

                                  EXHIBIT 4(d)

<PAGE>


                               CEL-SCI CORPORATION
                              2010 STOCK BONUS PLAN

     l.  Purpose.  The  purpose  of this  Stock  Bonus  Plan is to  advance  the
interests  of CEL-SCI  Corporation  (the  "Company")  and its  shareholders,  by
encouraging  and enabling  selected  officers,  directors,  consultants  and key
employees  upon whose  judgment,  initiative  and effort the  Company is largely
dependent for the  successful  conduct of its business,  to acquire and retain a
proprietary interest in the Company by ownership of its stock, to keep personnel
of experience  and ability in the employ of the Company and to  compensate  them
for their  contributions  to the growth and  profits of the  Company and thereby
induce them to continue to make such contributions in the future.

     2. Definitions.

              A. "Board" shall mean the board of directors of the Company.

              B. "Committee" means the directors duly appointed to administer
the Plan.

              C. "Plan" shall mean this Stock Bonus Plan.

              D. "Bonus Share" shall mean the shares of common stock of the
Company reserved pursuant to Section 4 hereof and any such shares issued to a
Recipient pursuant to this Plan.

              E. "Recipient" shall mean any individual rendering services for
the Company to whom shares are granted pursuant to this Plan.

     3. Administration of Plan. The Plan shall be administered by a committee of
two or more directors  appointed by the Board (the  "Committee").  The Committee
shall report all action taken by it to the Board.  The Committee shall have full
and final authority in its discretion, subject to the provisions of the Plan, to
determine  the  individuals  to whom and the time or times at which Bonus Shares
shall be granted and the number of Bonus  Shares;  to construe and interpret the
Plan;  and to make all other  determinations  and take all other actions  deemed
necessary  or  advisable  for the proper  administration  of the Plan.  All such
actions and  determinations  shall be conclusively  binding for all purposes and
upon all persons.

     4. Bonus Share Reserve. There shall be established a Bonus Share Reserve to
which shall be credited  2,000,000  shares of the Company's common stock. In the
event that the shares of common  stock of the Company  should,  as a result of a
stock split or stock dividend or  combination of shares or any other change,  or
exchange  for other  securities  by  reclassification,  reorganization,  merger,
consolidation,  recapitalization  or  otherwise,  be  increased  or decreased or
changed into or exchanged for, a different  number or kind of shares of stock or
other securities of the Company or of another corporation,  the number of shares
then  remaining in the Bonus Share  Reserve shall be  appropriately  adjusted to
reflect such action.  Upon the grant of shares hereunder,  this reserve shall be
reduced by the number of shares so granted.  Distributions  of Bonus Shares may,
as the Committee shall in its sole discretion determine, be made from authorized
<PAGE>

but unissued shares or from treasury shares.  All authorized and unissued shares
issued  as Bonus  Shares in  accordance  with the Plan  shall be fully  paid and
non-assessable and free from preemptive rights.

     5. Eligibility,  and Granting and Vesting of Bonus Shares. Bonus Shares may
be  granted  under the Plan to the  Company's  (or the  Company's  subsidiaries)
employees,  directors and officers,  and  consultants or advisors to the Company
(or its  subsidiaries),  provided  however  that  bona  fide  services  shall be
rendered  by such  consultants  or  advisors  and such  services  must not be in
connection   with  the  offer  or  sale  of  securities  in  a   capital-raising
transaction.

     The Committee, in its sole discretion, is empowered to grant to an eligible
Participant  a number of Bonus Shares as it shall  determine  from time to time.
Each grant of these Bonus Shares shall become vested  according to a schedule to
be established by the Committee directors at the time of the grant. For purposes
of this plan,  vesting  shall mean the period  during which the  recipient  must
remain an  employee or provide  services  for the  Company.  At such time as the
employment  of the  Recipient  ceases,  any  shares  not fully  vested  shall be
forfeited by the Recipient and shall be returned to the Bonus Share Reserve. The
Committee,  in its sole discretion,  may also impose  restrictions on the future
transferability  of the bonus shares,  which  restrictions shall be set forth on
the notification to the Recipient of the grant.

     The aggregate  number of Bonus Shares which may be granted pursuant to this
Plan shall not exceed the amount available therefore in the Bonus Share Reserve.

     6. Form of Grants.  Each grant  shall  specify  the number of Bonus  Shares
subject thereto, subject to the provisions of Section 5 hereof.

     At the time of making any grant,  the Committee  shall advise the Recipient
by delivery of written notice, in the form of Exhibit A hereto annexed.

     7. Recipients' Representations.

              A. The Committee may require that, in acquiring any Bonus Shares,
the Recipient agree with, and represent to, the Company that the Recipient is
acquiring such Bonus Shares for the purpose of investment and with no present
intention to transfer, sell or otherwise dispose of shares except such
distribution by a legal representative as shall be required by will or the laws
of any jurisdiction in winding-up the estate of any Recipient. Such shares shall
be transferable thereafter only if the proposed transfer shall be permissible
pursuant to the Plan and if, in the opinion of counsel (who shall be
satisfactory to the Committee), such transfer shall at such time be in
compliance with applicable securities laws.

              B. To effectuate Paragraph A above, the Recipient shall deliver to
the Committee, in duplicate, an agreement in writing, signed by the Recipient,
in form and substance as set forth in Exhibit B hereto annexed, and the
Committee shall forthwith acknowledge its receipt thereof.

                                       2
<PAGE>


         8. Restrictions Upon Issuance.

              A. Bonus Shares shall forthwith after the making of any
representations required by Section 6 hereof, or if no representations are
required then within thirty (30) days of the date of grant, be duly issued and
transferred and a certificate or certificates for such shares
shall be issued in the Recipient's name. The Recipient shall thereupon be a
shareholder with respect to all the shares represented by such certificate or
certificates, shall have all the rights of a shareholder with respect to all
such shares, including the right to vote such shares and to receive all
dividends and other distributions (subject to the provisions of Section 7(B)
hereof) paid with respect to such shares. Certificates of stock representing
Bonus Shares shall be imprinted with a legend to the effect that the shares
represented thereby are subject to the provisions of this Agreement, and to the
vesting and transfer limitations established by the Committee, and each transfer
agent for the common stock shall be instructed to like effect with respect of
such shares.

              B. In the event that, as the result of a stock split or stock
dividend or combination of shares or any other change, or exchange for other
securities, by reclassification, reorganization, merger, consolidation,
recapitalization or otherwise, the Recipient shall, as owner of the Bonus Shares
subject to restrictions hereunder, be entitled to new or additional or different
shares of stock or securities, the certificate or certificates for, or other
evidences of, such new or additional or different shares or securities, together
with a stock power or other instrument of transfer appropriately endorsed, shall
also be imprinted with a legend as provided in Section 7(A), and all provisions
of the Plan relating to restrictions herein set forth shall thereupon be
applicable to such new or additional or different shares or securities to the
extent applicable to the shares with respect to which they were distributed.

              C. The grant of any Bonus Shares shall be subject to the condition
that if at any time the Company shall determine in its discretion that the
satisfaction of withholding tax or other withholding liabilities, or that the
listing, registration, or qualification of any Bonus Shares upon such exercise
upon any securities exchange or under any state or federal law, or that the
consent or approval of any regulatory body, is necessary or desirable as a
condition of, or in connection with, the issuance of any Bonus Shares, then in
any such event, such exercise shall not be effective unless such withholding,
listing, registration, qualification, consent, or approval shall have been
effected or obtained free of any conditions not acceptable to the Company.

              D. Unless the Bonus Shares covered by the Plan have been
registered with the Securities and Exchange Commission pursuant to Section 5 of
the Securities Act of l933, each Recipient shall, by accepting a Bonus Share,
represent and agree, for himself and his transferees by will or the laws of
descent and distribution, that all Bonus Shares were acquired for investment and
not for resale or distribution. The person entitled to receive Bonus Shares
shall, upon request of the Committee, furnish evidence satisfactory to the
Committee (including a written and signed representation) to the effect that the
shares of stock are being acquired in good faith for investment and not for
resale or distribution. Furthermore, the Committee may, if it deems appropriate,
affix a legend to certificates representing Bonus Shares indicating that such
Bonus Shares have not been registered with the Securities and Exchange
Commission and may so notify the Company's transfer agent. Such shares may be
disposed of by a Recipient in the following manner only: (l) pursuant to an

                                       3
<PAGE>


effective registration statement covering such resale or reoffer, (2) pursuant
to an applicable exemption from registration as indicated in a written opinion
of counsel acceptable to the Company, or (3) in a transaction that meets all the
requirements of Rule l44 of the Securities and Exchange Commission. If Bonus
Shares covered by the Plan have been registered with the Securities and Exchange
Commission, no such restrictions on resale shall apply, except in the case of
Recipients who are directors, officers, or principal shareholders of the
Company. Such persons may dispose of shares only by one of the three aforesaid
methods.

     9. Limitations. Neither the action of the Company in establishing the Plan,
nor  any  action  taken  by it nor by the  Committee  under  the  Plan,  nor any
provision  of the Plan,  shall be construed as giving to any person the right to
be retained in the employ of the Company.

     Every  right of  action by any  person  receiving  shares  of common  stock
pursuant to this Plan against any past,  present or future  member of the Board,
or any officer or employee of the Company  arising out of or in connection  with
this Plan  shall,  irrespective  of the place  where  action may be brought  and
irrespective of the place of residence of any such director, officer or employee
cease and be barred  by the  expiration  of one year from the date of the act or
omission in respect of which such right of action arises.

     10.  Amendment,  Suspension  or  Termination  of the  Plan.  The  Board  of
Directors may alter, suspend, or discontinue the Plan at any time.

     Unless the Plan shall  theretofore  have been terminated by the Board,  the
Plan shall  terminate  ten years after the adoption of the Plan.  No Bonus Share
may be granted  during any  suspension or after the  termination of the Plan. No
amendment,  suspension,  or termination of the Plan shall, without a recipient's
consent,  alter or impair any of the rights or obligations under any Bonus Share
theretofore granted to such recipient under the Plan.

     11.  Governing  Law. The Plan shall be governed by the laws of the State of
Colorado.

     12.  Expenses of  Administration.  All costs and  expenses  incurred in the
operation and administration of this Plan shall be borne by the Company.

                                       4
<PAGE>



                                  - EXHIBIT A -

CEL-SCI CORPORATION
STOCK BONUS PLAN

      TO: Recipient:

     PLEASE BE ADVISED that CEL-SCI  Corporation  has on the date hereof granted
to the  Recipient  the number of Bonus Shares as set forth under and pursuant to
the Stock Bonus Plan.  Before these shares are to be issued,  the Recipient must
deliver to the Committee that  administers  the Stock Bonus Plan an agreement in
duplicate,  in the form as Exhibit B hereto. The Bonus Shares are issued subject
to the following vesting and transfer limitations.

            Vesting:
            --------

            Number of Shares                    Date of Vesting
            ----------------                    ---------------



            Transfer Limitations:
            ---------------------



                                          CEL-SCI CORPORATION


                                          By
                  -----------                ----------------------------
                     Date

                                       5
<PAGE>


                                  - EXHIBIT B -
CEL-SCI Corporation
8229 Boone Blvd. #802
Vienna, VA 22182

     I represent  and agree that said Bonus Shares are being  acquired by me for
investment and that I have no present  intention to transfer,  sell or otherwise
dispose  of such  shares,  except  as  permitted  pursuant  to the  Plan  and in
compliance with applicable  securities  laws, and agree further that said shares
are being acquired by me in accordance with and subject to the terms, provisions
and conditions of said Plan, to all of which I hereby  expressly  assent.  These
agreements   shall  bind  and  inure  to  the   benefit   of  my  heirs,   legal
representatives, successors and assigns.

            My address of record is:


            and my social security number:

                                          Very truly yours,




Receipt of the above is hereby acknowledged.

                               CEL-SCI CORPORATION




                               By
     ------------                 ---------------------------------
        Date                   its
                                  ---------------------------------

                                       6
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</DOCUMENT>
