<SEC-DOCUMENT>0001004878-12-000029.txt : 20120213
<SEC-HEADER>0001004878-12-000029.hdr.sgml : 20120213
<ACCEPTANCE-DATETIME>20120213111928
ACCESSION NUMBER:		0001004878-12-000029
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20120210
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20120213
DATE AS OF CHANGE:		20120213

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CEL SCI CORP
		CENTRAL INDEX KEY:			0000725363
		STANDARD INDUSTRIAL CLASSIFICATION:	BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
		IRS NUMBER:				840916344
		STATE OF INCORPORATION:			CO
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-11889
		FILM NUMBER:		12596280

	BUSINESS ADDRESS:	
		STREET 1:		8229 BOONE BLVD .
		STREET 2:		SUITE 802
		CITY:			VIENNA
		STATE:			VA
		ZIP:			22182
		BUSINESS PHONE:		7035069460

	MAIL ADDRESS:	
		STREET 1:		8229 BOONE BLVD.
		STREET 2:		SUITE 802
		CITY:			VIENNA
		STATE:			VA
		ZIP:			22182

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	INTERLEUKIN 2 INC
		DATE OF NAME CHANGE:	19880317
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8kchardanfeb-12.txt
<DESCRIPTION>FORM 8-K RE CHARDAN
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K


                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

     Date of Report (date of earliest event reported): February 10, 2012


                               CEL-SCI CORPORATION
                      ------------------------------------
             (Exact name of Registrant as specified in its charter)



          Colorado                   0-11503                   84-0916344
--------------------          ------------------------   ----------------------
(State or other jurisdiction   (Commission File No.)        (IRS Employer
of incorporation)                                         Identification No.)


                         8229 Boone Boulevard, Suite 802
                             Vienna, Virginia 22182
                ------------------------------------------------
          (Address of principal executive offices, including Zip Code)



      Registrant's telephone number, including area code: (703) 506-9460
                                                          --------------


                                       N/A
                          ----------------------------
          (Former name or former address if changed since last report)



<PAGE>


Item 1.01   Entry Into a Material Definitive Agreement

      On February 10, 2012 the Company received $1,475,000 as a result of the
exercise of its Series O warrants. The Series O warrants entitled the holder to
purchase 5,900,000 shares of the Company's common stock at a price of $0.25 per
shares at any time on or prior to March 6, 2016. As an inducement for the early
exercise of the Series O warrants, the Company issued 5,900,000 Series P
warrants to the former holder of the Series O warrants. The Series P warrants
allow the holder to purchase up to 5,900,000 shares of the Company's common
stock at a price of $0.45 per shares. The Series P warrants are exercisable at
any time on or after August 12, 2012 and prior to March 7, 2017.

      CEL-SCI has agreed to pay Chardan Capital Markets, LLC a cash commission
of $88,500 for acting as the placement agent for this offering.

      CEL-SCI has filed with the Securities and Exchange Commission a prospectus
supplement to its shelf Registration Statement on Form S-3 registering the
shares of common stock and series warrants sold to the private investor.

Item 9.01   Financial Statements and Exhibits

      Exhibit Number          Description

         5                    Opinion of Counsel

         10(ee)               Warrant Amendment Agreement, together with the
                              form of the Series P warrant, which is an exhibit
                              to the Warrant Amendment Agreement.

         10(ff)               Placement Agent Agreement

         23(a)                Consent of Attorneys





<PAGE>


                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Date:  February 10, 2012                  CEL-SCI CORPORATION



                                    By: /s/ Geert Kersten
                                        ---------------------------------
                                        Geert Kersten, Chief Executive Officer






<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>2
<FILENAME>form8kchardanexh5feb-12.txt
<DESCRIPTION>EXHIBIT 5 OPINION OF COUNSEL
<TEXT>







                                    EXHIBIT 5

<PAGE>



                              HART & TRINEN, L.L.P.
                                ATTORNEYS AT LAW
                             1624 Washington Street
                                Denver, CO 80203
William T. Hart, P.C.              ________           Email:  harttrinen@aol.com
Donald T. Trinen                                      Facsimile:  (303) 839-5414
                                 (303) 839-0061
  -----------

Will Hart

                                February 10, 2012

CEL-SCI Corporation
8229 Boone Boulevard, Suite 802
Vienna, Virginia  22182

      This letter will constitute our opinion upon the legality of the sale by
CEL-SCI Corporation, a Colorado corporation ("CEL-SCI"), of up to 5,900,000
shares of common stock, issuable upon the exercise of its Series O warrants,
Series P warrants, as well as up to 5,900,000 shares issuable upon the exercise
of the Series P warrants, all as referred to in the Registration Statement on
Form S-3 (File No. 333-160794) filed with the Securities and Exchange
Commission.

      We have examined the Articles of Incorporation, the Bylaws and the minutes
of the Board of Directors of CEL-SCI, the applicable laws of the State of
Colorado, and a copy of the Registration Statement. In our opinion:

     o    the 5,900,000 shares of common stock issuable upon the exercise of its
          Series O warrants have been legally issued and these shares  represent
          fully paid and non-assessable shares of CEL-SCI's common stock;

     o    the Series P warrants have been legally  issued and are fully paid and
          non-assessable; and

     o    the shares of common stock  issuable upon the exercise of the Series P
          warrants,  when the warrants are  exercised in  accordance  with their
          terms,  will be  legally  issued  and will  represent  fully  paid and
          non-assessable shares of CEL-SCI's common stock.

                                           Very truly yours,

                                           HART & TRINEN

                                           /s/ William T. Hart

                                           William T. Hart

<PAGE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>form8kchardanexh10eefeb-12.txt
<DESCRIPTION>EXHIBIT 10EE WARRANT AMENDMENT AGREEMENT
<TEXT>




                                 EXHIBIT 10(ee)

<PAGE>


                           WARRANT AMENDMENT AGREEMENT


      This Warrant Amendment Agreement (the "Agreement"), dated as of February
10, 2012, is by and among Cel-Sci Corporation, a Colorado corporation (the
"Company") and Iroquois Master Fund, Ltd. (the "Purchaser").

       The Purchaser was issued warrants to purchase an aggregate of 7,500,000
shares of Common Stock (the "Common Stock"), of which warrants to purchase
5,900,000 shares of Common Stock remain outstanding (the "Existing Warrants");

      WHEREAS, the parties wish to amend certain terms of the Existing Warrants.


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

                                    ARTICLE I
                                   DEFINITIONS

      Section 1.1       Definitions.  Capitalized  terms not  defined  in this
Agreement  shall have the  meanings  ascribed  to such  terms in the  Existing
Warrants.

                                   ARTICLE II
                              EXERCISE OF WARRANTS,
                         AMENDMENTS AND OTHER AGREEMENTS

      Section 2.1 Exercise of Existing Warrants. Purchaser hereby agrees to
exercise all of such Purchaser's Existing Warrants at an exercise price of $0.25
per share, for aggregate cash proceeds to the Company of $1,475,000, and
otherwise pursuant to the terms of the Existing Warrants. Purchaser shall
execute and deliver the aggregate cash exercise price for such Existing Warrants
to the bank account designated in writing by the Company.

      Section 2.2 Issuance of New Warrants. Each Purchaser shall be issued new
warrants (the "Warrants") in the form attached hereto as Exhibit A, to purchase
up to 5,900,000 shares of Common Stock, with an exercise price equal to $0.45,
subject to adjustment therein. The shares of Common Stock underlying such
Warrants shall be referred to herein as the "Warrant Shares".
 The date of the closing of the exercise of the Existing Warrants and other
transactions contemplated hereunder shall be referred to as the "Closing".

        Section 2.3 Filing of Form 8-K and Prospectus Supplement. Within 1
Trading Day of the date hereof, the Company shall issue a Current Report on Form
8-K, reasonably acceptable to each Purchaser disclosing the material terms of
the transactions contemplated hereby, which shall include this Agreement as an
attachment thereto. In addition, within 1 Trading Day of the date hereof, the
Company shall file a prospectus supplement under Rule 424 under the Securities


                                       1
<PAGE>

Act to registration statement number 333-160794 (the "Registration Statement"),
disclosing the terms of the transactions hereunder.

      Section 2.4 Conditions to Purchaser's Obligations. The obligations of the
Purchaser hereunder in connection with the Closing are subject to the following
conditions being met:

     (a)  the  accuracy in all  material  respects on the date of the Closing of
          the representations and warranties of the Company contained herein;

     (b)  the  Registration  Statement shall be effective as of the Closing Date
          for the issuance of the Warrant Shares and the new Warrants;

     (c)  all  obligations,  covenants and agreements of the Company required to
          be performed at or prior to the Closing shall have been performed;

     (d)  the  delivery of a  Secretary's  Certificate,  attaching  the Board of
          Directors resolutions approving the transactions contemplated hereby;

     (e)  there shall have been no Material  Adverse  Effect with respect to the
          Company since the date hereof; and

     (f)  from the date hereof to the Closing, trading in the Common Stock shall
          not have been suspended by the  Commission  (except for any suspension
          of  trading  of  limited  duration  agreed  to by the  Company,  which
          suspension shall be terminated prior to the Closing), and, at any time
          prior to the Closing,  trading in securities  generally as reported by
          Bloomberg  Financial Markets shall not have been suspended or limited,
          or minimum prices shall not have been  established on securities whose
          trades are reported by such  service,  or on any Trading  Market,  nor
          shall a banking  moratorium  have been  declared  either by the United
          States or New York State authorities nor shall there have occurred any
          material  outbreak or escalation of  hostilities  or other national or
          international  calamity  of such  magnitude  in its  effect on, or any
          material  adverse change in, any financial market which, in each case,
          in the reasonable  judgment of each Purchaser,  makes it impracticable
          or inadvisable to consummate the transactions hereunder.

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

      Section 3.1 Representations and Warranties of the Company. The Company
hereby make the representations and warranties set forth below to the Purchaser
that as of the date of its execution of this Agreement:

     (a)  Authorization;  Enforcement.  The Company has the requisite  corporate
          power and authority to enter into and to consummate  the  transactions
          contemplated  by  this  Agreement  and  otherwise  to  carry  out  its
          obligations  hereunder and  thereunder.  The execution and delivery of
          this  Agreement  by the  Company  and  the  consummation  by it of the


                                       2
<PAGE>

          transactions  contemplated  hereby  have been duly  authorized  by all
          necessary  action on the part of such Company and no further action is
          required by such Company,  its board of directors or its  stockholders
          in connection therewith.  This Agreement has been duly executed by the
          Company and, when  delivered in accordance  with the terms hereof will
          constitute the valid and binding obligation of the Company enforceable
          against the Company in accordance with its terms except (i) as limited
          by general equitable principles and applicable bankruptcy, insolvency,
          reorganization,  moratorium  and  other  laws of  general  application
          affecting enforcement of creditors' rights generally,  (ii) as limited
          by  laws  relating  to  the  availability  of  specific   performance,
          injunctive  relief or other  equitable  remedies and (iii)  insofar as
          indemnification   and  contribution   provisions  may  be  limited  by
          applicable law. The Warrant Shares and the New Warrants are registered
          for issuance on an effective  registration statement on Form S-3, file
          no. 333-160794.

     (b)  No  Conflicts.  The  execution,   delivery  and  performance  of  this
          Agreement  by the Company and the  consummation  by the Company of the
          transactions  contemplated  hereby do not and will not:  (i)  conflict
          with or violate any provision of the Company's certificate or articles
          of incorporation, bylaws or other organizational or charter documents,
          or (ii) conflict  with, or constitute a default (or an event that with
          notice or lapse of time or both would become a default) under,  result
          in the  creation of any lien upon any of the  properties  or assets of
          the Company,  or give to others any rights of termination,  amendment,
          acceleration or cancellation (with or without notice, lapse of time or
          both) of,  any  material  agreement,  credit  facility,  debt or other
          material  instrument  (evidencing  Company debt or otherwise) or other
          material understanding to which the Company is a party or by which any
          property  or asset of the  Company  is  bound  or  affected,  or (iii)
          conflict with or result in a violation of any law,  rule,  regulation,
          order, judgment,  injunction, decree or other restriction of any court
          or governmental  authority to which the Company is subject  (including
          federal and state  securities laws and  regulations),  or by which any
          property or asset of the Company is bound or affected.

     (c)  Organization;  Capitalization.  The  Company is a duly  organized  and
          validly  existing  corporation  in good standing under the laws of the
          State of Colorado.  The Warrants  and Warrant  Shares,  when issued in
          accordance with the terms of this Agreement and the Warrants,  will be
          duly authorized, validly issued, fully paid and nonassessable.

      Section 3.2 Representations and Warranties of the Purchaser. The Purchaser
hereby makes the representations and warranties set forth below to the Company
that as of the date of its execution of this Agreement:

     (a)  Due Authorization.  The Purchaser represents and warrants that (i) the
          execution and delivery of this Agreement by it and the consummation by
          it of the transactions  contemplated  hereby have been duly authorized
          by all necessary action on its behalf and (ii) this Agreement has been
          duly executed and delivered by the Purchaser and constitutes the valid
          and binding  obligation of the  Purchaser,  enforceable  against it in
          accordance with its terms.

                                       3
<PAGE>

     (b)  No  Conflicts.  The  execution,   delivery  and  performance  of  this
          Agreement by the  Purchaser and the  consummation  by the Purchaser of
          the transactions contemplated hereby do not and will not: (i) conflict
          with or violate any  provision of the  Purchaser's  organizational  or
          charter  documents,  or (ii) conflict with or result in a violation of
          any agreement,  law, rule, regulation,  order,  judgment,  injunction,
          decree or other  restriction  of any court or  governmental  authority
          which would interfere with the ability of the Purchaser to perform its
          obligations under this Agreement.

                                   ARTICLE IV
                                  MISCELLANEOUS

      Section 4.1 Notices. Any and all notices or other communications or
deliveries required or permitted to be provided hereunder shall be made in
accordance with the provisions of the Purchase Agreement.

      Section 4.2 Survival. All warranties and representations (as of the date
such warranties and representations were made) made herein or in any certificate
or other instrument delivered by it or on its behalf under this Agreement shall
be considered to have been relied upon by the parties hereto and shall survive
the issuance of the Existing Warrants. This Agreement shall inure to the benefit
of and be binding upon the successors and permitted assigns of each of the
parties; provided however that no party may assign this Agreement or the
obligations and rights of such party hereunder without the prior written consent
of the other parties hereto.

      Section 4.3 Execution. This Agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one and the
same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party, it being understood that both
parties need not sign the same counterpart. In the event that any signature is
delivered by facsimile transmission, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is
executed) with the same force and effect as if such facsimile signature page
were an original thereof.

      Section 4.4 Severability. If any provision of this Agreement is held to be
invalid or unenforceable in any respect, the validity and enforceability of the
remaining terms and provisions of this Agreement shall not in any way be
affected or impaired thereby and the parties will attempt to agree upon a valid
and enforceable provision that is a reasonable substitute therefor, and upon so
agreeing, shall incorporate such substitute provision in this Agreement.

      Section 4.5 Governing Law. All questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be determined
pursuant to the Governing Law provision of the Warrant Agreement.

      Section 4.6 Entire Agreement. The Agreement, together with the exhibits
and schedules thereto, contain the entire understanding of the parties with
respect to the subject matter hereof and supersede all prior agreements and
understandings, oral or written, with respect to such matters, which the parties
acknowledge have been merged into such documents, exhibits and schedules.

                                       4
<PAGE>

      Section 4.7 Construction. The headings herein are for convenience only, do
not constitute a part of this Agreement and shall not be deemed to limit or
affect any of the provisions hereof. The language used in this Agreement will be
deemed to be the language chosen by the parties to express their mutual intent,
and no rules of strict construction will be applied against any party.

      Section 4.8 Termination. This Agreement may be terminated by any
Purchaser, as to such Purchaser's obligations hereunder, by written notice to
the other parties, if the Closing has not been consummated on or before February
16, 2012.

      Section 4.9 Fees and Expenses. Except as expressly set forth herein, each
party shall pay the fees and expenses of its advisers, counsel, accountants and
other experts, if any, and all other expenses incurred by such party incident to
the negotiation, preparation, execution, delivery and performance of this
Agreement. The Company shall pay all transfer agent fees, stamp taxes and other
taxes and duties levied in connection with the delivery of any Warrants or
Warrant Shares.




                           ***********************


                                       5
<PAGE>


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


                                          CEL-SCI CORPORATION


                                          By:  /s/ Geert R. Kersten
                                               -------------------------------
                                                 Name:  Geert R. Kersten
                                                 Title:    CEO










                                       6
<PAGE>


                         [PURCHASER SIGNATURE PAGES TO CVM
                                AMENDMENT AGREEMENT]

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


Name of Purchaser:   Iroquois Master Fund, Ltd.
                   -------------------------------------------------------
Signature of Authorized Signatory of Purchaser: /s/ Joshua Silverman
                                                --------------------------
Name of Authorized Signatory:   Joshua Silverman
                              --------------------------------------------

Address for Notice of Purchaser:

      641 Lexington Ave., 26th Floor
      New York, NY  10022


Address for Delivery of New Warrants for Purchaser (if not same as above):


DWAC Instructions for Warrant Shares:


Number of Existing Warrants to be exercised: 5,900,000

New Warrants with an exercise price of $0.45: 5,900,000





                                       7
<PAGE>


EXHIBIT A

                          COMMON STOCK PURCHASE WARRANT

                               CEL-SCI CORPORATION

Warrant Shares: 5,900,000                        Issue Date: February 10, 2012



      THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for
value received, Iroquois Master Fund Ltd. or its assigns (the "Holder") is
entitled, upon the terms and subject to the limitations on exercise and the
conditions hereinafter set forth, at any time on or after August 12, 2012 (the
"Initial Exercise Date") and on or prior to the close of business on March 6,
2017 (the "Termination Date") but not thereafter, to subscribe for and purchase
from CEL-SCI Corporation, a Colorado corporation (the "Company", or the
"Issuer") up to 5,900,000 shares of Common Stock (as subject to adjustment
hereunder, the "Warrant Shares" or "Warrant Stock"). The purchase price of one
share of Common Stock under this Warrant shall be equal to the Exercise Price,
as defined in Section 2(b).

      Section 1. Definitions. Capitalized terms used and not otherwise defined
herein shall have the meanings set forth in that certain Securities Purchase
Agreement (the "Purchase Agreement"), dated January 25, 2012, among the Company
and the purchasers signatory thereto (it being acknowledged that Iroquois was
not a party to such Securities Purchase Agreement).

      Section 2.  Exercise.

     a)   Exercise of Warrant.  Exercise of the purchase  rights  represented by
          this Warrant may be made, in whole or in part, at any time or times on
          or after the Initial  Exercise  Date and on or before the  Termination
          Date by delivery to the Company (or such other office or agency of the
          Company as it may  designate  by notice in  writing to the  registered
          Holder at the  address  of the  Holder  appearing  on the books of the
          Company) of a duly executed  facsimile  copy of the Notice of Exercise
          Form annexed  hereto;  and,  within three (3) Trading Days of the date
          said Notice of Exercise is delivered to the Company, the Company shall
          have received  payment of the aggregate  Exercise  Price of the shares
          thereby  purchased  by wire  transfer  or  cashier's  check drawn on a
          United States bank or, if available, pursuant to the cashless exercise
          procedure  specified in Section 2(c) below.  Notwithstanding  anything
          herein to the contrary, the Holder shall not be required to physically
          surrender  this Warrant to the Company  until the Holder has purchased
          all of the Warrant Shares available hereunder and the Warrant has been
          exercised  in full,  in which case,  the Holder shall  surrender  this
          Warrant to the Company for cancellation  within three (3) Trading Days
          of the date the final  Notice of Exercise is delivered to the Company.
          Partial  exercises of this Warrant resulting in purchases of a portion
          of the total number of Warrant Shares  available  hereunder shall have
          the  effect of  lowering  the  outstanding  number of  Warrant  Shares


                                       1
<PAGE>

          purchasable  hereunder in an amount equal to the applicable  number of
          Warrant  Shares  purchased.  The Holder and the Company shall maintain
          records showing the number of Warrant Shares purchased and the date of
          such purchases.  The Company shall deliver any objection to any Notice
          of Exercise  Form within 1 Business Day of receipt of such notice.  In
          the event of any  dispute or  discrepancy,  the  records of the Holder
          shall be  controlling  and  determinative  in the  absence of manifest
          error.  The Holder and any  assignee,  by  acceptance of this Warrant,
          acknowledge  and  agree  that,  by reason  of the  provisions  of this
          paragraph,  following the purchase of a portion of the Warrant  Shares
          hereunder,  the  number  of  Warrant  Shares  available  for  purchase
          hereunder at any given time may be less than the amount  stated on the
          face hereof.

     b)   Exercise Price. The exercise price per share of the Common Stock under
          this Warrant  shall be $0.45,  subject to  adjustment  hereunder  (the
          "Exercise Price").

     c)   Cashless  Exercise.  If at the  time of  exercise  hereof  there is no
          effective  registration  statement  registering,   or  the  prospectus
          contained  therein is not  available  for the  issuance of the Warrant
          Shares to the  Holder,  then this  Warrant may only be  exercised,  in
          whole or in part,  at such time by means of a "cashless  exercise"  in
          which the Holder  shall be entitled to receive a  certificate  for the
          number of Warrant  Shares equal to the  quotient  obtained by dividing
          [(A-B) (X)] by (A), where:

             (A) = the VWAP on the Trading Day immediately preceding the date on
                 which Holder elects to exercise this Warrant by means of a
                 "cashless exercise," as set forth in the applicable Notice of
                 Exercise;

            (B)   = the Exercise Price of this Warrant, as adjusted hereunder;
                  and

            (X)   = the number of Warrant Shares that would be issuable upon
                  exercise of this Warrant in accordance with the terms of this
                  Warrant if such exercise were by means of a cash exercise
                  rather than a cashless exercise.

            "VWAP" means, for any date, the price determined by the first of the
      following clauses that applies: (a) if the Common Stock is then listed or
      quoted on a Trading Market, the daily volume weighted average price of the
      Common Stock for such date (or the nearest preceding date) on the Trading
      Market on which the Common Stock is then listed or quoted as reported by
      Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time)
      to 4:02 p.m. (New York City time), (b) if the OTC Bulletin Board is not a
      Trading Market, the volume weighted average price of the Common Stock for
      such date (or the nearest preceding date) on the OTC Bulletin Board, (c)
      if the Common Stock is not then listed or quoted for trading on the OTC
      Bulletin Board and if prices for the Common Stock are then reported in the
      "Pink Sheets" published by Pink OTC Markets, Inc. (or a similar
      organization or agency succeeding to its functions of reporting prices),
      the most recent bid price per share of the Common Stock so reported, or
      (d) in all other cases, the fair market value of a share of Common Stock
      as determined by an independent appraiser selected in good faith by the
      Holders of a majority in interest of the Securities then outstanding and
      reasonably acceptable to the Company, the fees and expenses of which shall
      be paid by the Company.

                                       2
<PAGE>

      Notwithstanding anything herein to the contrary, on the Termination Date,
this Warrant shall be automatically exercised via cashless exercise pursuant to
this Section 2(c).

     3. Method of  Exercise,  Payment;  Issuance of New  Warrant;  Transfer  and
Exchange.

     (a)  Time of Exercise.  The purchase rights represented by this Warrant may
          be  exercised in whole or in part at any time and from time to time on
          or after the Initial  Exercise Date and on or prior to the Termination
          Date.

     (b)  Method of Exercise.  The Holder hereof may exercise  this Warrant,  in
          whole or in part,  by the surrender of this Warrant (with the exercise
          form attached  hereto duly  executed) at the  principal  office of the
          Issuer, and by the payment to the Issuer of an amount of consideration
          therefor  equal to the  Warrant  Price in  effect  on the date of such
          exercise  multiplied  by the  number of shares of  Warrant  Stock with
          respect to which this Warrant is then being exercised, payable at such
          Holder's  election  by  certified  or  official  bank check or by wire
          transfer to an account designated by the Issuer.

     (c)  Issuance of Stock  Certificates.  In the event of any  exercise of the
          rights  represented by this Warrant in accordance  with and subject to
          the terms and conditions  hereof,  (i)  certificates for the shares of
          Warrant  Stock so purchased  shall be dated the date of such  exercise
          and  delivered  to the Holder  hereof  within a reasonable  time,  not
          exceeding  three (3) Trading Days after such exercise,  and the Holder
          hereof shall be deemed for all purposes to be the Holder of the shares
          of Warrant  Stock so  purchased as of the date of such  exercise,  and
          (ii) unless this Warrant has expired,  a new Warrant  representing the
          number of shares of Warrant Stock,  if any, with respect to which this
          Warrant shall not then have been  exercised  (less any amount  thereof
          which shall have been  canceled  in payment or partial  payment of the
          Warrant  Price as  hereinabove  provided)  shall also be issued to the
          Holder hereof at the Issuer's expense within such time.

     (d)  Transferability of Warrant.  Subject to Section 3(e), this Warrant may
          be  transferred  by a Holder  without the  consent of the  Issuer.  If
          transferred  pursuant to this  paragraph and subject to the provisions
          of subsection  (e) of this Section 3, this Warrant may be  transferred
          on the books of the Issuer by the  Holder  hereof in person or by duly
          authorized  attorney,  upon surrender of this Warrant at the principal
          office of the Issuer,  properly  endorsed (by the Holder  executing an
          assignment  in the  form  attached  hereto)  and upon  payment  of any
          necessary transfer tax or other governmental  charge imposed upon such
          transfer.  This Warrant is exchangeable at the principal office of the
          Issuer for Warrants for the purchase of the same  aggregate  number of
          shares of Warrant  Stock,  each new Warrant to represent  the right to
          purchase  such number of shares of Warrant  Stock as the Holder hereof
          shall  designate at the time of such exchange.  All Warrants issued on
          transfers  or  exchanges  shall be dated the  Original  Issue Date and
          shall be identical with this Warrant except as to the number of shares
          of Warrant Stock issuable pursuant hereto.

     (e)  Compliance with Securities Laws.

          (i)  The Holder of this Warrant,  by acceptance  hereof,  acknowledges
               that this  Warrant or the  shares of  Warrant  Stock to be issued
               upon exercise  hereof are being acquired  solely for the Holder's


                                       3
<PAGE>

               own  account and not as a nominee  for any other  party,  and for
               investment, and that the Holder will not offer, sell or otherwise
               dispose of this  Warrant  or any  shares of  Warrant  Stock to be
               issued upon  exercise  hereof  except  pursuant  to an  effective
               registration statement, or an exemption from registration,  under
               the Securities Act and any applicable state securities laws.

          (ii) Except as provided in paragraph (iii) below, this Warrant and all
               certificates  representing  shares of Warrant  Stock  issued upon
               exercise  hereof shall be stamped or  imprinted  with a legend in
               substantially the following form:

            THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
            HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
            AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY
            NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED
            UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS
            OR CEL-SCI CORPORATION SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL
            THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND
            UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT
            REQUIRED.

          (iii) The  restrictions  imposed  by  this  subsection  (e)  upon  the
               transfer  of this  Warrant or the  shares of Warrant  Stock to be
               purchased  upon  exercise  hereof shall  terminate  (A) when such
               securities  shall  have  been  resold  pursuant  to an  effective
               registration  statement  under the  Securities  Act, (B) upon the
               Issuer's receipt of an opinion of counsel,  in form and substance
               reasonably satisfactory to the Issuer, addressed to the Issuer to
               the  effect  that such  restrictions  are no longer  required  to
               ensure  compliance  with the Securities Act and state  securities
               laws  or  (C)  upon  the  Issuer's   receipt  of  other  evidence
               reasonably  satisfactory to the Issuer that such registration and
               qualification  under the Securities Act and state securities laws
               are not  required.  Whenever  such  restrictions  shall cease and
               terminate as to any such securities,  the Holder thereof shall be
               entitled to receive  from the Issuer (or its  transfer  agent and
               registrar),  without  expense  (other  than  applicable  transfer
               taxes,  if any),  new  Warrants  (or,  in the case of  shares  of
               Warrant Stock, new stock  certificates) of like tenor not bearing
               the applicable  legend  required by paragraph (ii) above relating
               to the Securities Act and state securities laws.  Notwithstanding
               the foregoing  transfer  restrictions,  one or more  transfers of
               this  Warrant  and  shares of Warrant  Stock may be made  without
               restriction  as  follows:  (i) in the case of a  Holder  who is a
               partnership or limited liability company, to a partner (including
               a  limited  partner)  of such  partnership  or a  member  of such
               limited liability  company;  (ii) to any parent or majority-owned
               subsidiary of any Holder or parent of any Holder or any successor
               or permitted  assignee of any Holder or any parent of any Holder;
               (iii) to any taxable REIT  subsidiary  of Holder;  or (iv) to any


                                       4
<PAGE>

               "affiliate" of a Holder (as defined in Rule 12b-2 of the Exchange
               Act). The Shares  issuable upon exercise of this Warrant shall be
               freely   transferable   subject  to  compliance  with  applicable
               securities laws.

          (iv) It is the intent of this Section 3(e) that if the Warrant  Shares
               are covered by an  effective  registration  statement,  or can be
               sold  pursuant  to Rule 144,  the  certificate  representing  the
               Warrant Shares will be issued without a restricted legend. If the
               Warrant  Shares  are not  covered  by an  effective  registration
               statement,   or  cannot  be  sold   pursuant  to  Rule  144,  the
               certificate representing the Warrant Shares will be issued with a
               standard  restricted  legend. In no circumstances will the Issuer
               pay cash in connection with the exercise of this Warrant.

     (f)  Continuing Rights of Holder. The Issuer will, at the time of or at any
          time after each  exercise  of this  Warrant,  upon the  request of the
          Holder  hereof,  acknowledge  in writing  the  extent,  if any, of its
          continuing  obligation  to afford to such  Holder  all rights to which
          such  Holder  shall  continue to be  entitled  after such  exercise in
          accordance  with the terms of this Warrant,  provided that if any such
          Holder  shall fail to make any such  request,  the  failure  shall not
          affect the  continuing  obligation of the Issuer to afford such rights
          to such Holder.

      4. Stock Fully Paid; Reservation and Listing of Shares; Covenants.

     (a)  Stock Fully  Paid.  The Issuer  represents,  warrants,  covenants  and
          agrees  that all shares of Warrant  Stock which may be issued upon the
          exercise of this Warrant or otherwise  hereunder  will, upon issuance,
          be duly authorized,  validly issued, fully paid and non-assessable and
          free from all taxes,  liens and charges  created by or through Issuer.
          The Issuer further  covenants and agrees that during the period within
          which this Warrant may be exercised, the Issuer will at all times have
          authorized  and reserved for the purpose of the issue upon exercise of
          this Warrant a sufficient  number of shares of Common Stock to provide
          for the exercise of this Warrant.

     (b)  Listing.  If the Issuer  shall list any shares of Common  Stock on any
          securities  exchange or market it will, at its expense,  list thereon,
          maintain and increase when necessary  such listing,  of, all shares of
          Warrant  Stock from time to time issued upon  exercise of this Warrant
          or as otherwise  provided  hereunder,  and, to the extent  permissible
          under the applicable securities exchange rules, all unissued shares of
          Warrant Stock which are at any time issuable hereunder, so long as any
          shares of Common  Stock  shall be so listed.  The Issuer  will also so
          list on each  securities  exchange or market,  and will  maintain such
          listing  of, any other  securities  which the  Holder of this  Warrant
          shall be entitled to receive  upon the  exercise of this Warrant if at
          the time any  securities  of the same  class  shall be  listed on such
          securities exchange or market by the Issuer.

     (c)  Covenants.  The  Issuer  shall not by any  action  including,  without
          limitation,  amending the Articles of  Incorporation or the by-laws of
          the  Issuer,  or  through  any  reorganization,  transfer  of  assets,
          consolidation, merger, dissolution, issue or sale of securities or any
          other action,  avoid or seek to avoid the observance or performance of
          any of the terms of this Warrant,  but will at all times in good faith

                                       5
<PAGE>

          assist in the  carrying out of all such terms and in the taking of all
          such actions as may be necessary or  appropriate to protect the rights
          of the Holder  hereof  against  dilution  (to the extent  specifically
          provided herein) or impairment. Without limiting the generality of the
          foregoing,  the Issuer  will (i) not permit the par value,  if any, of
          its Common Stock to exceed the then effective  Warrant Price, (ii) not
          amend or modify any  provision  of the  Articles of  Incorporation  or
          by-laws of the Issuer in any manner that would adversely affect in any
          way the powers,  preferences  or relative  participating,  optional or
          other  special  rights of the Common  Stock or which  would  adversely
          affect the rights of the Holders of the Warrants,  (iii) take all such
          action as may be  reasonably  necessary  in order  that the Issuer may
          validly  and  legally  issue  fully paid and  nonassessable  shares of
          Common Stock,  free and clear of any liens,  claims,  encumbrances and
          restrictions (other than as provided herein) upon the exercise of this
          Warrant,   and  (iv)  use  its  best   efforts   to  obtain  all  such
          authorizations, exemptions or consents from any public regulatory body
          having jurisdiction  thereof as may be reasonably  necessary to enable
          the Issuer to perform its obligations under this Warrant.  With a view
          to making  available  to the Holder the  benefits  of Rule 144 and any
          other rule or regulation of the SEC that may at any time permit Holder
          to sell  securities of the Issuer to the public without  registration,
          the Issuer agrees to use commercially  reasonable best efforts to: (i)
          make  and keep  public  information  available,  as  those  terms  are
          understood and defined in Rule 144, at all times after the Issue Date,
          (ii)  file  with the SEC in a timely  manner  all  reports  and  other
          documents  required  of the Issuer  under the  Securities  Act and the
          Exchange Act, and (iii) furnish to Holder,  so long as the Holder owns
          any  Registrable  Securities,  forthwith  upon  request  (A) a written
          statement  by the  Issuer  that it has  complied  with  the  reporting
          requirements of Rule 144, the Securities Act and the Exchange Act, (B)
          a copy of the most recent annual or quarterly report of the Issuer and
          such other reports and documents so filed by the Issuer,  and (C) such
          other  information  as may be reasonably  requested to avail Holder of
          any rule or regulation of the SEC that permits the selling of any such
          securities without registration or pursuant to such form.

     (d)  Loss,  Theft,  Destruction  of  Warrants.  Upon  receipt  of  evidence
          satisfactory  to the Issuer of the  ownership of and the loss,  theft,
          destruction  or mutilation of any Warrant and, in the case of any such
          loss,  theft or  destruction,  upon  receipt of  indemnity or security
          satisfactory  to the  Issuer  or, in the case of any such  mutilation,
          upon surrender and cancellation of such Warrant,  the Issuer will make
          and  deliver,  in lieu of such lost,  stolen,  destroyed  or mutilated
          Warrant,  a new  Warrant of like tenor and  representing  the right to
          purchase the same number of shares of Common Stock.

      5. Adjustment of Warrant Price and Warrant Share Number. The number of
shares of Common Stock for which this Warrant is exercisable, and the price at
which such shares may be purchased upon exercise of this Warrant, shall be
subject to adjustment from time to time as set forth in this Section 5. The
Issuer shall give the Holder notice of any event described below which requires
an adjustment pursuant to this Section 5 in accordance with Section 6.

     (a)  In case the  Issuer  shall (i)  subdivide  its  outstanding  shares of
          Common  Stock into a greater  number of shares,  or (ii)  combine  its
          outstanding  shares of Common Stock into a smaller number of shares of
          Common  Stock,  then the Warrant  Shares shall be adjusted so that the
          Holder  shall be  entitled  to receive  the kind and number of Warrant


                                       6
<PAGE>

          Shares or other  securities of the Issuer which it would have owned or
          have been  entitled  to receive had this  Warrant  been  exercised  in
          advance  thereof.  Upon each such adjustment of the kind and number of
          Warrant Shares or other securities of the Issuer which are purchasable
          hereunder, the Holder shall thereafter be entitled to purchase Warrant
          Shares or other  securities  resulting from such adjustment at a price
          obtained by multiplying the Warrant Price in effect  immediately prior
          to  such  adjustment  by the  number  of  Warrant  Shares  purchasable
          pursuant hereto  immediately  prior to such adjustment and dividing by
          the  number  of  Warrant  Shares  or other  securities  of the  Issuer
          resulting from such  adjustment.  An adjustment  made pursuant to this
          paragraph shall become effective  immediately after the effective date
          of such event  retroactive to the record date, if any, for such event.

     (b)  In case the  Issuer  shall  reorganize  its  capital,  reclassify  its
          capital stock,  consolidate or merge with or into another  corporation
          (where the Issuer is not the surviving corporation or where there is a
          change in or  distribution  with  respect to the  Common  Stock of the
          Issuer),   or  sell,   transfer  or   otherwise   dispose  of  all  or
          substantially  all  its  property,   assets  or  business  to  another
          corporation  and,  pursuant  to  the  terms  of  such  reorganization,
          reclassification,  merger,  consolidation  or  disposition  of assets,
          shares of common stock of the successor or acquiring  corporation,  or
          any  cash,  shares of stock or other  securities  or  property  of any
          nature  whatsoever   (including  warrants  or  other  subscription  or
          purchase  rights)  in  addition  to or in lieu of common  stock of the
          successor  or  acquiring  corporation  ("Other  Property"),  are to be
          received  by or  distributed  to the  holders  of Common  Stock of the
          Issuer,  then the Holder shall have the right  thereafter  to receive,
          upon exercise of this Warrant, the number of shares of Common Stock of
          the successor or acquiring  corporation or of the Issuer, if it is the
          surviving  corporation,  and Other  Property  receivable  upon or as a
          result of such reorganization, reclassification, merger, consolidation
          or disposition of assets by a Holder of the number of shares of Common
          Stock for which this Warrant is exercisable  immediately prior to such
          event. In case of any such reorganization,  reclassification,  merger,
          consolidation  or  disposition  of assets,  the successor or acquiring
          corporation (if other than the Issuer) shall expressly  assume the due
          and punctual observance and performance of each and every covenant and
          condition of this  Warrant to be performed  and observed by the Issuer
          and all the  obligations and  liabilities  hereunder,  subject to such
          modifications  as may be deemed  appropriate  (as  determined  in good
          faith by  resolution of the Board of Directors of the Issuer) in order
          to provide for adjustments of Warrant Shares for which this Warrant is
          exercisable  which shall be as nearly equivalent as practicable to the
          adjustments provided for in this Section 5(b).

      6. Notice of Adjustments. Whenever the Warrant Price or Warrant Share
Number shall be adjusted pursuant to Section 5 hereof (for purposes of this
Section 6, each an "adjustment"), the Issuer shall cause its Chief Financial
Officer to prepare and execute a certificate setting forth, in reasonable
detail, the event requiring the adjustment, the amount of the adjustment, the
method by which such adjustment was calculated (including a description of the
basis on which the Board made any determination hereunder), and the Warrant
Price and Warrant Share Number after giving effect to such adjustment, and shall

                                       7
<PAGE>

cause copies of such certificate to be delivered to the Holder of this Warrant
promptly after each adjustment. Any dispute between the Issuer and the Holder of
this Warrant with respect to the matters set forth in such certificate may at
the option of the Holder of this Warrant be submitted to one of the national
accounting firms selected by the Holder, provided that the Issuer shall have ten
(10) days after receipt of notice from such Holder of its selection of such firm
to object thereto, in which case such Holder shall select another such firm and
the Issuer shall have no such right of objection. The firm selected by the
Holder of this Warrant as provided in the preceding sentence shall be instructed
to deliver a written opinion as to such matters to the Issuer and such Holder
within thirty (30) days after submission to it of such dispute. Such opinion
shall be final and binding on the parties hereto. The fees and expenses of such
accounting firm shall be paid by the Holder.

7. Fractional Shares. One whole share will be issued in lieu of any fractional
share otherwise issuable upon the exercise of this Warrant Stock.

      8. Representations, Warranties and Covenants of the Issuer.

     (a)  The Issuer is a corporation  duly organized,  validly  existing and in
          good  standing  under  the  laws of the  State  of  Colorado;  has all
          requisite  power and authority to own or lease its  properties  and to
          carry on its business as now  conducted  and proposed to be conducted;
          and  is  duly  qualified  or  licensed  to do  business  as a  foreign
          corporation in good standing in all  jurisdictions in which it owns or
          leases property or in which the conduct of its business requires it to
          so qualify or be licensed.

     (b)  The Common Stock  issuable  upon  exercise of the Holder's  rights has
          been duly and validly reserved and, when issued in accordance with the
          provisions of this  Warrant,  will be validly  issued,  fully paid and
          non-assessable,  and  will be free of any  taxes,  liens,  charges  or
          encumbrances of any nature  whatsoever;  provided,  however,  that the
          Common  Stock  issuable  pursuant  to this  Warrant  may be subject to
          restrictions  on  transfer  under   applicable  state  and/or  federal
          securities laws.

     (c)  The Issuer has all  requisite  power and  authority  to enter into and
          perform  all of its  obligations  under  this  Warrant,  to issue  the
          Warrants and to carry out the transactions  contemplated  hereby.  The
          execution  and  delivery  by  the  Issuer  of  this  Warrant  and  the
          performance of all obligations of the Issuer hereunder, have been duly
          authorized by all  necessary  corporate or  stockholder  action on the
          part of the  Issuer  and this  Warrant  is not  inconsistent  with the
          Issuer's articles of incorporation or bylaws,  does not contravene any
          law or governmental  rule,  regulation or order applicable to it, does
          not and will not  contravene any provision of, or constitute a default
          under,  any  indenture,  mortgage,  contract  or  other  agreement  or
          instrument  to which it is a party  or by which it or its  assets  are
          bound,  and the  Warrant  constitutes  the  legal,  valid and  binding

                                       8
<PAGE>

          obligation of the Issuer,  and is enforceable  in accordance  with its
          terms,  except  as  limited  by  applicable  bankruptcy,   insolvency,
          reorganization,  moratorium,  fraudulent conveyance,  or other laws of
          general  application   affecting   enforcement  of  creditors'  rights
          generally and as may be limited by laws  relating to the  availability
          of  specific   performance,   injunctive  relief  or  other  equitable
          remedies.

     (d)  No consent or approval of, giving of notice to,  registration with, or
          taking of any other  action in respect of any state,  federal or other
          governmental  authority  or agency is  required  with  respect  to the
          execution,  delivery and  performance by the Issuer of its obligations
          under this  Warrant,  except for the  filing of  notices  pursuant  to
          Regulation D under the 1933 Act and any filing  required by applicable
          state  securities  laws,  which  filings will be effective by the time
          required thereby.

     (e)  All shares of Warrant  Stock of the Issuer  issuable upon the exercise
          of any  Warrants  issued  hereunder  (i) are  duly  authorized  by the
          Issuer's articles of incorporation,  (ii) have been duly authorized by
          the  Issuer's  board of  directors  and, if  necessary,  the  Issuer's
          stockholders, (iii) will, upon payment therefor in accordance with the
          terms   hereof,   be  duly  and   validly   issued,   fully  paid  and
          nonassessable, free of preemptive rights, taxes, security interests or
          adverse claims, and (iv) have been duly reserved for issuance pursuant
          to the terms  hereof.  The  capitalization  of the  Issuer is shown on
          Exhibit B to this Warrant.

     (f)  In the  event of (a) any  taking  by the  Issuer  of a  record  of the
          holders of any class of securities for the purpose of determining  the
          holders  thereof who are  entitled  to receive  any  dividend or other
          distribution (the "Distribution"),  (b) any capital  reorganization or
          reclassification   of  the  stated   capital  of  the  Issuer  or  any
          consolidation  or  merger  of  the  Issuer  with  or  into  any  other
          corporation or corporations (other than a wholly-owned subsidiary), or
          the sale or distribution of all or  substantially  all of the Issuer's
          property and assets (the "Reorganization  Event"), or (c) any proposed
          filing  of a  registration  statement  under  the  Securities  Act  in
          connection with a primary public offering of the Issuer's Common Stock
          (the "Registration Event"), the Issuer will mail or cause to be mailed
          to  the  Holder  a  notice   specifying  (i)  the  date  of  any  such
          Distribution and the amount and character of such  Distribution,  (ii)
          the date on which any such Reorganization  Event or Registration Event
          is expected to become  effective,  and (iii) the time, if any, that is
          to be  fixed  as to  when  the  holders  of  record  of  the  Issuer's
          securities  shall be entitled to exchange their shares of the Issuer's
          securities  for  securities or other  property  deliverable  upon such
          Reorganization Event. Such notice shall be mailed at least thirty (30)
          days prior to the date therein specified.

     (g)  The Issuer covenants and agrees that at all times it shall reserve and
          keep  available  for the  exercise  of this  Warrant  such  number  of
          authorized  shares of Common  Stock as are  sufficient  to permit  the
          exercise in full of this Warrant.

      9. Definitions. For the purposes of this Warrant, the following terms have
the following meanings:

            "Person" means an individual, corporation, limited liability
      company, partnership, joint stock company, trust, unincorporated
      organization, joint venture, Governmental Authority or other entity of
      whatever nature.

                                       9
<PAGE>

            "Securities Act" means the Securities Act of 1933, as amended, or
      any similar federal statute then in effect.

            "Warrant Share Number" means at any time the aggregate number of
      shares of Warrant Stock which may at such time be purchased upon exercise
      of this Warrant, after giving effect to all prior adjustments and
      increases to such number made or required to be made under the terms
      hereof.

            "Warrant Shares" or "Warrant Stock" means Common Stock issuable upon
      exercise of any Warrant or Warrants or otherwise issuable pursuant to any
      Warrant or Warrants.

      10. Amendment and Waiver. Any term, covenant, agreement or condition in
this Warrant may be amended, or compliance therewith may be waived (either
generally or in a particular instance and either retroactively or
prospectively), by a written instrument or written instruments executed by the
Issuer and the Holder; provided, however, that no such amendment or waiver shall
reduce the Warrant Share Number, increase the Warrant Price, shorten the period
during which this Warrant may be exercised or modify any provision of this
Section 10 without the consent of the Holder of this Warrant.

      11. Governing Law. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO, WITHOUT GIVING EFFECT TO
PRINCIPLES OF CONFLICTS OF LAW.

      12. Notices. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earlier of (i) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile
telephone number specified for notice prior to 5:00 p.m., eastern time, on a
Trading Day, (ii) the Trading Day after the date of transmission, if such notice
or communication is delivered via facsimile at the facsimile telephone number
specified for notice later than 5:00 p.m., eastern time, on any date and earlier
than 11:59 p.m., eastern time, on such date, (iii) the Trading Day following the
date of mailing, if sent by nationally recognized overnight courier service or
(iv) actual receipt by the party to whom such notice is required to be given.
The addresses for such communications shall be with respect to the Holder of
this Warrant or of Warrant Stock issued pursuant hereto, addressed to such
Holder at its last known address or facsimile number appearing on the books of
the Issuer maintained for such purposes, or with respect to the Issuer,
addressed to:

                        CEL-SCI Corporation
                        8229 Boone Blvd. #802
                        Vienna, VA 22182
                        Telephone: (703) 506-9460
                        Facsimile: (703) 506-9471

      13. Warrant Agent. The Issuer may, by written notice to each Holder of
this Warrant, instruct its transfer agent to issue shares of Warrant Stock on
the exercise of this Warrant pursuant to Section 2 hereof, exchange this Warrant
pursuant to subsection (d) of Section 3 hereof or replace this Warrant pursuant
to subsection (d) of Section 4 hereof, or any of the foregoing, and thereafter
any such issuance, exchange or replacement, as the case may be, shall be made at
such office by such agent.

      14. Remedies. The Issuer stipulates that the remedies at law of the Holder
of this Warrant in the event of any default or threatened default by the Issuer
in the performance of or compliance with any of the terms of this Warrant are
not and will not be adequate and that, to the fullest extent permitted by law,
such terms may be specifically enforced by a decree for the specific performance


                                       10
<PAGE>

of any agreement contained herein or by an injunction against a violation of any
of the terms hereof or otherwise. Notwithstanding the above, the Holder of this
Warrant will not be entitled to any specific liquidated damages, payable in
cash, in the event the Issuer breaches any of its obligations as provided in
this Warrant.

      15. Successors and Assigns. This Warrant and the rights evidenced hereby
shall inure to the benefit of and be binding upon the successors and assigns of
the Issuer, the Holder hereof and (to the extent provided herein) the Holders of
Warrant Stock issued pursuant hereto, and shall be enforceable by any such
Holder or Holder of Warrant Stock.

      16. Attorneys' Fees. In the event of any dispute between the parties
concerning the terms and provisions of this Warrant, the party prevailing in
such dispute shall be entitled to collect from the other party all costs
incurred in such dispute, including reasonable attorneys' fees.

      17. Further Assurances. The parties agree to execute such further
documents and instruments and to take such further actions as may be reasonably
necessary to carry out the purposes and intent of this Warrant.

      18. Modification and Severability. If, in any action before any court or
agency legally empowered to enforce any provision contained herein, any
provision hereof is found to be unenforceable, then such provision shall be
deemed modified to the extent necessary to make it enforceable by such court or
agency. If any such provision is not enforceable as set forth in the preceding
sentence, the unenforceability of such provision shall not affect the other
provisions of this Warrant, but this Warrant shall be construed as if such
unenforceable provision had never been contained herein.

      19. Headings. The headings of the Sections of this Warrant are for
convenience of reference only and shall not, for any purpose, be deemed a part
of this Warrant.


                                       11
<PAGE>


      IN WITNESS WHEREOF, the Issuer has executed this Warrant as of the day and
year first above written.

                                 CEL-SCI CORPORATION


                                 By:  /s/ Geert Kersten
                                      ----------------------------------------
                                     Geert Kersten, Chief Executive Officer



                                 HOLDER:


                                 __________________________________
                                 [Print Full Name of Entity or Individual]


                                 By:
                                    -----------------------------------------
                                               [Signature]


                                 Name:
                                        -------------------------------------
                                        [If signing on behalf of entity]

                                 Title:
                                        -------------------------------------
                                        [If signing on behalf of entity]

                                 Address:
                                          --------------------------------
                                          --------------------------------
                                          --------------------------------

                                       12
<PAGE>



                               NOTICE OF EXERCISE

TO:   CEL-SCI CORPORATION

(1)___The undersigned hereby elects to purchase ________ Warrant Shares of the
Company pursuant to the terms of the attached Warrant (only if exercised in
full), and tenders herewith payment of the exercise price in full, together with
all applicable transfer taxes, if any.

(2)___Payment shall take the form of (check applicable box):

                  [  ] in lawful money of the United States; or

                  [ ] [if permitted] the cancellation of such number of Warrant
                  Shares as is necessary, in accordance with the formula set
                  forth in subsection 2(c), to exercise this Warrant with
                  respect to the maximum number of Warrant Shares purchasable
                  pursuant to the cashless exercise procedure set forth in
                  subsection 2(c).

(3)___Please issue a certificate or certificates representing said Warrant
Shares in the name of the undersigned or in such other name as is specified
below:

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


The Warrant Shares shall be delivered to the following DWAC Account Number or by
physical delivery of a certificate to:

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

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

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

[SIGNATURE OF HOLDER]

Name of Investing Entity:

----------------------------------------------------
Signature of Authorized Signatory of Investing Entity:


----------------------------------------------------
Name of Authorized Signatory:

----------------------------------------------------
Title of Authorized Signatory:

Date: ____________________

<PAGE>


                                   ASSIGNMENT
                       (To Be Signed Only Upon Assignment)

      FOR VALUE RECEIVED,  the undersigned hereby sells, assigns and transfers
unto  ________________________  the right to purchase  ____________  shares of
Common    Stock    evidenced   by   the   within    Warrant,    and   appoints
________________________    to   transfer   the   same   on   the   books   of
_________________ with the full power of substitution in the premises.


Date:  ___________________
                                    -----------------------------------------
                                    Note:  The  signature  of the Holder  must
                                    conform  in all  respects  to the  name of
                                    the  Holder  as  specified  on the face of
                                    the    Warrant     without     alteration,
                                    enlargement or any change whatsoever.










                           FOR USE BY THE ISSUER ONLY:


This Warrant No. W-_____  canceled (or  transferred  or exchanged)  this _____
day of ___________,  _____, shares of Common Stock issued therefor in the name
of  _______________,  Warrant  No.  W-_____  issued for ____  shares of Common
Stock in the name of _______________.

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>form8kchardanexh10fffeb-12.txt
<DESCRIPTION>EXHIBIT 10FF PLACEMENT AGENT AGREEMENT
<TEXT>



                                 EXHIBIT 10(ff)

<PAGE>



February 10, 2012

Chardan Capital Markets, LLC
17 State Street
Suite 1600
New York, NY 10004

Re:  Warrant Solicitation

Ladies and Gentlemen:

This letter  agreement (this  "Agreement")  confirms our  understanding  and the
terms and conditions under which Chardan Capital Markets,  LLC ("Chardan") shall
solicit for exercise 5,900,000 Cel-Sci Corporation (the "Company") warrants with
an exercise price of $.25 from Iroquois Master Fund for total  consideration  of
$1,475,000,.  This Agreement relates exclusively to the proposed solicitation of
5,900,000  warrants  of the  Company  (the  "Securities")  pursuant to a Warrant
Amendment Agreement.

The term of this  engagement  shall begin on the date hereof and shall  continue
for five (5)  dayss or until  earlier  terminated  by the final  closing  of the
Offering.

As  exclusive  consideration  of the  services  rendered  by Chardan  under this
Agreement,  the Company agrees to pay Chardan, upon the successful completion of
the  solicitation and wiring of funds by Iroquois to the Companya cash fee equal
to 6.0% of the gross proceeds raised in the Offering,  payable  immediately upon
such closing.  All such fees will be contingent  upon the successful  completion
and closing of the Offering.

Except as contemplated by the terms hereof,  or as required by applicable law or
pursuant  to an  order  entered  or  subpoena  issued  by a court  of  competent
jurisdiction,   Chardan  shall  keep   confidential   all  material   non-public
information  provided  to it  by  the  Company,  and  shall  not  disclose  such
information to any third party, other than such of its employees and advisors as
Chardan determines to have a need to know. Chardan shall use its reasonable best
efforts  to  ensure   that  its   employees   and   advisors   adhere  to  these
confidentiality provisions as if such persons were original parties hereto.

This Agreement shall be governed by and construed in accordance with the laws of
the State of New  York,  without  regard to  conflicts  of law  principles.  Any
dispute  arising out of this Agreement shall be adjudicated in the courts of the
State of New York or in the federal courts  sitting in the Southern  District of
New York,  and each of the parties hereto agrees that service of process upon it
by registered or certified  mail at its address set forth herein shall be deemed
adequate and lawful.


<PAGE>

     If the foregoing correctly sets forth our agreement, please confirm this by
signing and returning to us the duplicate copy of this letter.


                               Very truly yours,

                               CEL-SCI Corporation


                               By: /s/ Geert Kersten
                                  --------------------------------------
                               Name:  Geert Kersten
                               Title: Chief Executive Officer


                               Chardan Capital Markets, LLC


                               By:  /s/ Jonathan Schechter
                                   --------------------------------------
                               Name:  Jonathan Schechter
                               Title: Partner


<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>5
<FILENAME>form8kchardanexh23afeb-12.txt
<DESCRIPTION>EXHIBIT 23A CONSENT OF ATTORNEYS
<TEXT>

                                  EXHIBIT 23(a)

<PAGE>


                              CONSENT OF ATTORNEYS


Reference is made to the Registration Statement of CEL-SCI Corporation,  whereby
the Company  proposes to sell up to 5,900,000  shares of common  stock  issuable
upon the exercise of its Series O warrants,  Series P warrants, as well as up to
5,900,000  shares of common  stock  issuable  upon the  exercise of the Series P
warrants.  Reference  is  also  made  to  Exhibit  5  included  as  part of this
Registration Statement relating to the validity of the securities proposed to be
sold.

We hereby  consent to the use of our  opinion  concerning  the  validity  of the
securities proposed to be issued and sold.



HART & TRINEN

/s/ William T. Hart

February 10, 2012

<PAGE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
