<SEC-DOCUMENT>0001004878-13-000309.txt : 20131010
<SEC-HEADER>0001004878-13-000309.hdr.sgml : 20131010
<ACCEPTANCE-DATETIME>20131009190917
ACCESSION NUMBER:		0001004878-13-000309
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20131008
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20131010
DATE AS OF CHANGE:		20131009

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:		131144310

	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>form8kitem101oct-13.txt
<DESCRIPTION>ITEM 1.01 CHARDAN AGREE.
<TEXT>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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): October 8, 2013

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


          Colorado                     001-11889               84-0916344
  -----------------------           ----------------        ---------------
(State or other jurisdiction      (Commission File No.)    (IRS Employer
  of incorporation)                                         Identification No.)

                              8229 Boone Blvd. #802
                                Vienna, VA 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)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:

[]  Written communications pursuant to Rule 425 under the Securities Act
    (17CFR 230.425)

[]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
    CFR 240.14a-12)

[]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b)

[]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-14c))

<PAGE>

 Item 1.01  Entry Into a Material Definitive Agreement.

     On October 8, 2013,  CEL-SCI  Corporation (the "Company"),  Chardan Capital
Markets, LLC and Laidlaw & Company (UK) Ltd (the  "Underwriters"),  entered into
an  underwriting  agreement  (the  "Underwriting  Agreement")  to issue and sell
17,826,087 shares of the Company's common stock, as well as warrants to purchase
an additional  17,826,087  shares of common stock. Each share of common stock is
being  sold  together  with a warrant  to  purchase  one share for the  combined
purchase  price of $1.00,  minus  underwriting  discounts and  commissions.  The
Company  has  granted the  Underwriters  an option to  purchase up to  2,673,913
additional  shares of common stock  and/or  warrants to purchase up to 2,673,913
additional  shares of common stock, for the combined purchase price of $1.00 for
one share and one warrant, minus underwriting discounts and commissions,  or the
separate purchase prices per share or warrant,  as applicable,  set forth in the
Underwriting  Agreement.  The option is exercisable,  in whole or in part, for a
period of 45 days after October 8, 2013.

     The net  proceeds  are  expected  to be  approximately  $16,300,000,  after
deducting the  underwriting  discounts and  commissions  and estimated  expenses
payable by the Company, and without exercise of the Underwriters' over-allotment
option.

     The Underwriting Agreement contains customary representations,  warranties,
and   agreements  by  the  Company,   and   customary   conditions  to  closing,
indemnification  obligations of the Company and the Underwriters,  including for
liabilities  under the Securities Act of 1933, as amended,  other obligations of
the parties, and termination  provisions.  The  representations,  warranties and
covenants contained in the Underwriting Agreement were made only for purposes of
such  agreement  and as of  specific  dates,  were solely for the benefit of the
parties to such agreement,  and may be subject to limitations agreed upon by the
contracting  parties.  These  representations,  warranties and covenants are not
factual information to investors about the Company.

     The  offering is being made  pursuant  to the  Registration  Statement  and
Prospectus   Supplement  discussed  below  under  Item  8.01.  The  Underwriting
Agreement is filed as Exhibit 1.1 to this Current Report, and the description of
the  terms  of the  Underwriting  Agreement  is  qualified  in its  entirety  by
reference to such exhibit. A copy of the opinion of Hart & Hart, LLC relating to
the legality of the issuance and sale of the shares and warrants in the offering
is attached as Exhibit 5 hereto.

     On October 7, 2013, the Company issued a press release  announcing  that it
had commenced the offering.  A copy of this press release is attached  hereto as
Exhibit 99.1. On October 8, 2013, the Company issued a press release  announcing
that it had priced the offering.  A copy of the press release is attached hereto
as Exhibit 99.2.

Item 8.01   Other Events.

     On  October  9,  2013,  the  Company  filed  with the  Securities  Exchange
Commission  (the   "Commission")  a  prospectus   supplement  (the   "Prospectus
Supplement")  to the  prospectus  (the  "Prospectus")  included  as  part of the
Company's   registration  statement  on  Form  S-3  declared  effective  by  the

                                       2
<PAGE>

Commission  on  October  5,  2012  (File  No.   333-184094)  (the  "Registration
Statement"),  pursuant  to which  the  Company  will  sell,  in an  underwritten
offering,  17,826,087  shares of the Company's common stock, as well as warrants
to purchase an additional 17,826,087 shares of common stock.

     Prospective   investors  should  read  the  Registration   Statement,   the
Prospectus  dated October 4, 2013 which was filed with the Commission on October
7,  2013  and the  Prospectus  Supplement,  and all  documents  incorporated  by
reference by the foregoing.

     This transaction mentioned in Item 1.01 of this report caused the following
adjustment to the securities sold in CEL-SCI's August 2008 financing:

     o    The  Series N  warrants  now  allow  the  holders  to  purchase  up to
          1,189,961shares  of  CEL-SCI's  common  stock at a price of $0.91  per
          share; and

     o    an  additional  764,602  shares of  common  stock  were  issued to one
          investor which participated in the August 2008 financing.


Item 9.01   Financial Statements and Exhibits.

(d) Exhibits.

Exhibit     Description

1.1         Underwriting Agreement dated October 8, 2013.

5           Opinion of Hart & Hart, LLC

23          Consent of Hart & Hart, LLC

99.1        Press Release dated October 7, 2013.

99.2        Press Release dated October 8, 2013.

                                       3
<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:  October 9, 2013
                                 CEL-SCI CORPORATION



                                 By:/s/ Patricia B. Prichep
                                    ---------------------------------
                                    Patricia B. Prichep Senior Vice President
                                    of Operations
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>2
<FILENAME>form8kitem101exh11oct-13.txt
<DESCRIPTION>EXH. 1.1 UNDERWRITING AGREE.
<TEXT>



                                   EXHIBIT 1.1



<PAGE>


                      17,826,087 SHARES OF COMMON STOCK AND

                             17,826,087 WARRANTS OF

                               CEL-SCI CORPORATION

                             UNDERWRITING AGREEMENT

                                                                 October 8, 2013

Chardan Capital Markets, LLC
As the Representative of the
      several underwriters, if any, named in Schedule I hereto
17 State Street, Suite 1600
New York, New York 10004

Ladies and Gentlemen:

     The undersigned, CEL-SCI Corporation, a company incorporated under the laws
of the State of Colorado  (collectively  with its  subsidiaries  and affiliates,
including,  without  limitation,  all  entities  disclosed  or  described in the
Registration   Statement  as  being   subsidiaries   or  affiliates  of  CEL-SCI
Corporation,  the "Company"),  hereby confirms its agreement (this  "Agreement")
with the several  underwriters (such underwriters,  including the Representative
(as defined  below),  the  "Underwriters"  and each an  "Underwriter")  named in
Schedule  I  hereto  for  which  Chardan  Capital  Markets,  LLC  is  acting  as
representative to the several  Underwriters (the  "Representative"  and if there
are no  Underwriters  other  than the  Representative,  references  to  multiple
Underwriters  shall be disregarded  and the term  Representative  as used herein
shall have the same  meaning as  Underwriter)  on the terms and  conditions  set
forth herein.

     It is  understood  that  the  several  Underwriters  are to  make a  public
offering  of the  Public  Securities  as soon  as the  Representative  deems  it
advisable to do so. The Public  Securities  are to be  initially  offered to the
public  at  the  public  offering  price  set  forth  in  the  Prospectus.   The
Representative may from time to time thereafter change the public offering price
and other selling terms.

     It is further  understood that you will act as the  Representative  for the
Underwriters in the offering and sale of the Closing Securities and, if any, the
Option Securities in accordance with this Agreement.

                                   ARTICLE I.
                                   DEFINITIONS

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

            "Action" shall have the meaning ascribed to such term in Section
3.1(k).

                                       1
<PAGE>

            "Affiliate" means with respect to any Person, any other Person that,
      directly or indirectly through one or more intermediaries, controls or is
      controlled by or is under common control with such Person as such terms
      are used in and construed under Rule 405 under the Securities Act.

            "Board of Directors" means the board of directors of the Company.

            "Business Day" means any day except any Saturday, any Sunday, any
      day which is a federal legal holiday in the United States or any day on
      which banking institutions in the State of New York are authorized or
      required by law or other governmental action to close.

            "Closing" means the closing of the purchase and sale of the Closing
      Securities pursuant to Section 2.1.

            "Closing Date" means the hour and the date on the Trading Day on
      which all conditions precedent to (i) the Underwriters' obligations to pay
      the Closing Purchase Price and (ii) the Company's obligations to deliver
      the Closing Securities, in each case, have been satisfied or waived, but
      in no event later than 10:00 a.m. Eastern time on the third Trading Day
      following the date hereof or at such earlier time as shall be agreed upon
      by the Representative and the Company.

            "Closing Purchase Price" shall have the meaning ascribed to such
      term in Section 2.1(b), which aggregate purchase price shall be net of
      underwriting discounts and commissions.

            "Closing Securities" shall have the meaning ascribed to such term in
      Section 2.1(a)(ii).

            "Closing Shares" shall have the meaning ascribed to such term in
      Section 2.1(a)(i).

            "Closing Warrants" shall have the meaning ascribed to such term in
      Section 2.1(a)(ii).

            "Combined Purchase Price" shall have the meaning ascribed to such
      term in Section 2.1(b).

            "Commission" means the United States Securities and Exchange
      Commission.

            "Common Stock" means the common stock of the Company, par value
      $0.01 per share, and any other class of securities into which such
      securities may hereafter be reclassified or changed.

            "Common Stock Equivalents" means any securities of the Company or
      the Subsidiaries which would entitle the holder thereof to acquire at any
      time Common Stock, including, without limitation, any debt, preferred
      stock, right, option, warrant or other instrument that is at any time

                                       2
<PAGE>

      convertible into or exercisable or exchangeable for, or otherwise entitles
      the holder thereof to receive, Common Stock.

            "Company Auditor" means BDO USA LLP, with offices located at 7101
      Wisconsin Avenue, Suite 800, Bethesda, Maryland 20814-4827.

            "Company Counsel" means Hart & Hart LLC, with offices located at
      1624 Washington Street, Denver, Colorado 80203.

            "Contributing Party" shall have the meaning ascribed to such term in
      Section 6.4(b).

            "Disclosure Schedules" means the Disclosure Schedules of the Company
      delivered concurrently herewith.

            "Effective Date" shall have the meaning ascribed to such term in
      Section 3.1(f).

            "EGS" means Ellenoff Grossman & Schole LLP, with offices located at
      150 East 42nd Street, New York, New York 10017.

            "Exchange Act" means the Securities Exchange Act of 1934, as
      amended, and the rules and regulations promulgated thereunder.

            "Execution Date" shall mean the date on which the parties execute
      and enter into this Agreement.

            "Exempt Issuance" means the issuance of (a) shares of Common Stock
      or options to employees, officers or directors of the Company pursuant to
      any stock or option plan duly adopted for such purpose, by a majority of
      the non-employee members of the Board of Directors or a majority of the
      members of a committee of non-employee directors established for such
      purpose, (b) securities upon the exercise or exchange of or conversion of
      any Securities issued hereunder and/or other securities exercisable or
      exchangeable for or convertible into shares of Common Stock issued and
      outstanding on the date of this Agreement, provided that such securities
      have not been amended since the date of this Agreement to increase the
      number of such securities or to decrease the exercise price, exchange
      price or conversion price of such securities, and (c) securities issued
      pursuant to acquisitions or strategic transactions approved by a majority
      of the disinterested directors of the Company, provided that any such
      issuance shall only be to a Person (or to the equity holders of a Person)
      which is, itself or through its subsidiaries, an operating company or an
      owner of an asset in a business synergistic with the business of the
      Company and shall provide to the Company additional benefits in addition
      to the investment of funds, but shall not include a transaction in which
      the Company is issuing securities primarily for the purpose of raising
      capital or to an entity whose primary business is investing in securities.

            "FCPA" means the Foreign Corrupt Practices Act of 1977, as amended.

            "FINRA" means the Financial Industry Regulatory Authority.

                                       3
<PAGE>

            "GAAP" shall have the meaning ascribed to such term in Section
      3.1(i).

            "Indebtedness" means (a) any liabilities for borrowed money or
      amounts owed in excess of $50,000 (other than trade accounts payable
      incurred in the ordinary course of business), (b) all guaranties,
      endorsements and other contingent obligations in respect of indebtedness
      of others, whether or not the same are or should be reflected in the
      Company's consolidated balance sheet (or the notes thereto), except
      guaranties by endorsement of negotiable instruments for deposit or
      collection or similar transactions in the ordinary course of business, and
      (c) the present value of any lease payments in excess of $50,000 due under
      leases required to be capitalized in accordance with GAAP.

            "Intellectual Property Rights" shall have the meaning ascribed to
      such term in Section 3.1(p).

            "IP Company Counsel" means Hahn & Voight PLLC, with offices located
      at 1012 14th Street, NW, Suite 620, Washington, DC 20005.

            "Liens" means a lien, charge, pledge, security interest,
      encumbrance, right of first refusal, preemptive right or other
      restriction.

            "Lock-Up Agreements" shall mean the lock-up agreements, in the form
      of Exhibit E attached hereto, delivered at the Closing by each of the
      Company's officers, directors and each of their respective Affiliates and
      associated partners.

            "Material Adverse Effect" means (i) a material adverse effect on the
      legality, validity or enforceability of any Transaction Document, (ii) a
      material adverse effect on the results of operations, assets, business,
      prospects or condition (financial or otherwise) of the Company and the
      Subsidiaries, taken as a whole, or (iii) a material adverse effect on the
      Company's ability to perform in any material respect on a timely basis its
      obligations under any Transaction Document.

            "Material Permit" shall have the meaning ascribed to such term in
      Section 3.1(n).

            "Offering" shall have the meaning ascribed to such term in Section
      2.1(c).

            "Option Closing Date" shall have the meaning ascribed to such term
      in Section 2.2(c).

            "Option Closing Purchase Price" shall have the meaning ascribed to
      such term in Section 2.2(b), which aggregate purchase price shall be net
      of discounts and commissions.

            "Option Securities" shall have the meaning ascribed to such term in
      Section 2.2(a).

            "Option Shares" shall have the meaning ascribed to such term in
            Section 2.2(a).

            "Option Warrants" shall have the meaning ascribed to such term in
      Section 2.2(a).

                                       4
<PAGE>

            "Over-Allotment Option" shall have the meaning ascribed to such term
      in Section 2.2(a).

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

            "Preliminary Prospectus" means, if any, any preliminary prospectus
      relating to the Securities included in the Registration Statement or filed
      with the Commission pursuant to Rule 424(b).

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

            "Prospectus" means the final prospectus filed for the Registration
      Statement with respect to the Securities.

            "Prospectus Supplement" means, if any, any supplement to the
      Prospectus complying with Rule 424(b) of the Securities Act that is filed
      with the Commission.

            "Public Securities" means, collectively, the Closing Securities and,
      if any, the Option Securities.

            "Registration Statement" means the registration statement prepared
      by the Company on Form S-3 (File No. 333-184094) with respect to the
      Securities, as amended as of the date hereof, including the Prospectus and
      Prospectus Supplement, if any, the Preliminary Prospectus, if any, and all
      exhibits filed with or incorporated by reference into such registration
      statement.

            "Required Approvals" shall have the meaning ascribed to such term in
      Section 3.1(e).

            "Road Show Materials" shall have the meaning ascribed to such term
      in Section 6.1.

            "Rule 424" means Rule 424 promulgated by the Commission pursuant to
      the Securities Act, as such Rule may be amended or interpreted from time
      to time, or any similar rule or regulation hereafter adopted by the
      Commission having substantially the same purpose and effect as such Rule.

            "SEC Reports" shall have the meaning ascribed to such term in
      Section 3.1(i).

            "Securities" means the Closing Securities, the Option Securities and
      the Warrant Shares.

            "Securities Act" means the Securities Act of 1933, as amended, and
      the rules and regulations promulgated thereunder.

                                       5
<PAGE>

            "Share Purchase Price" shall have the meaning ascribed to such term
      in Section 2.1(b).

            "Shares" means, collectively, the shares of Common Stock delivered
      to the Underwriters in accordance with Section 2.1(a)(i) and Section
      2.2(a).

            "Subsidiary" means any subsidiary of the Company and shall, where
      applicable, also include any direct or indirect subsidiary of the Company
      formed or acquired after the date hereof.

            "Trading Day" means a day on which the principal Trading Market is
      open for trading.

            "Trading Market" means any of the following markets or exchanges on
      which the Common Stock is listed or quoted for trading on the date in
      question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global
      Market, the Nasdaq Global Select Market, the New York Stock Exchange or
      the OTC Bulletin Board (or any successors to any of the foregoing).

            "Transaction Documents" means this Agreement, the Warrants and any
      other documents or agreements executed in connection with the transactions
      contemplated hereunder.

            "Transfer Agent" means Computershare Investor Services, the current
      transfer agent of the Company, with a mailing address of 350 Indiana
      Street, Suite 800 Golden, Colorado 80401 and a facsimile number of (303)
      262-0700, and any successor transfer agent of the Company.

            "Underwriter Free Writing Prospectus" shall have the meaning
      ascribed to such term in Section 4.22(a).

            "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 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 (c) 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 Representative and reasonably acceptable to
      the Company, the fees and expenses of which shall be paid by the Company.

            "Warrant Purchase Price" shall have the meaning ascribed to such
      term in Section 2.1(b).

                                       6
<PAGE>

             "Warrants" means, collectively, the Common Stock purchase warrants
      delivered to the Underwriters in accordance with Section 2.1(a)(ii) and
      Section 2.2(a), which shall be exercisable immediately, have a term of
      exercise equal to five (5) years, and have an exercise price of $1.25,
      subject to adjustment as provided therein, in the form of Exhibit A
      attached hereto.

            "Warrant Shares" means the shares of Common Stock issuable upon
      exercise of the Closing Warrants and the Option Warrants.

                                  ARTICLE II.
                                PURCHASE AND SALE

2.1   Closing.

     (a) Upon the terms and  subject to the  conditions  set forth  herein,  the
Company agrees to sell, in the aggregate,  17,826,087 shares of Common Stock and
Warrants  to  purchase  up to  17,826,087  shares  of  Common  Stock,  and  each
Underwriter agrees to purchase,  severally and not jointly, at the Closing,  the
following securities of the Company:

                         (i) the number of shares of Common Stock (the  "Closing
                    Shares") set forth opposite the name of such  Underwriter on
                    Schedule I hereof; and

                         (ii) Warrants to purchase up to the number of shares of
                    Common Stock set forth opposite the name of such Underwriter
                    on  Schedule  I  hereof   (the   "Closing   Warrants"   and,
                    collectively   with  the  Closing   Shares,   the   "Closing
                    Securities").

     (b) The aggregate purchase price for the Closing Securities shall equal the
amount set forth opposite the name of such Underwriter on Schedule I hereto (the
"Closing Purchase Price"). The combined purchase price for one (1) Share and one
Warrant to purchase one (1) Share shall be $0.92 (the "Combined Purchase Price")
which shall be allocated as $0.9108 per Share (the "Share  Purchase  Price") and
$0.0092 per Warrant (the "Warrant Purchase Price").

     (c) On the Closing  Date,  each  Underwriter  shall  deliver or cause to be
delivered to the Company, via wire transfer,  immediately  available funds equal
to such  Underwriter's  Closing Purchase Price and the Company shall deliver to,
or as directed by, such  Underwriter its respective  Closing  Securities and the
Company  shall  deliver  the  other  items  required  pursuant  to  Section  2.3
deliverable at the Closing.  Upon  satisfaction  of the covenants and conditions
set forth in Sections 2.3 and 2.4, the Closing shall occur at the offices of EGS
or such other location as the Company and  Representative  shall mutually agree.
The Closing Securities are to be offered to the public at the offering price set
forth on the cover page of the Prospectus Supplement (the "Offering").

                                       7
<PAGE>

2.2   Over-Allotment Option.

     (a) For the purposes of covering any over-allotments in connection with the
distribution and sale of the Closing  Securities,  the  Representative is hereby
granted an option (the "Over-Allotment  Option") to purchase,  in the aggregate,
up to 2,673,913  shares of Common  Stock (the  "Option  Shares") and Warrants to
purchase up to  2,673,913  shares of Common Stock (the  "Option  Warrants"  and,
collectively  with the Option  Shares,  the  "Option  Securities")  which may be
purchased in any  combination  of Option Shares  and/or  Option  Warrants at the
Share Purchase Price and/or Warrant Purchase Price, respectively.

     (b) In connection with an exercise of the  Over-Allotment  Option,  (a) the
purchase  price to be paid for the Option  Shares is equal to the product of the
Share Purchase  Price  multiplied by the number of Option Shares to be purchased
and (b) the  purchase  price to be paid for the Option  Warrants is equal to the
product  of the  Warrant  Purchase  Price  multiplied  by the  number  of Option
Warrants (the aggregate purchase price to be paid on an Option Closing Date, the
"Option Closing Purchase Price").

     (c) The  Over-Allotment  Option granted pursuant to this Section 2.2 may be
exercised by the  Representative  as to all (at any time) or any part (from time
to time) of the Option  Securities  within 45 days after the Execution  Date. An
Underwriter  will not be under any obligation to purchase any Option  Securities
prior to the exercise of the Over-Allotment  Option by the  Representative.  The
Over-Allotment  Option  granted  hereby may be  exercised  by the giving of oral
notice to the  Company  from the  Representative,  which  must be  confirmed  in
writing by overnight mail or facsimile or other electronic  transmission setting
forth the number of Option Shares and/or Option Warrants to be purchased and the
date and time for delivery of and payment for the Option  Securities  (each,  an
"Option  Closing  Date"),  which will not be later than three (3) full  Business
Days after the date of the notice or such other time as shall be agreed  upon by
the Company and the Representative, at the offices of EGS or at such other place
(including  remotely by facsimile or other electronic  transmission) as shall be
agreed upon by the Company and the Representative.  If such delivery and payment
for the  Option  Securities  does not occur on the  Closing  Date,  each  Option
Closing  Date  will  be as  set  forth  in  the  notice.  Upon  exercise  of the
Over-Allotment  Option,  the  Company  will  become  obligated  to convey to the
Underwriters,  and,  subject to the terms and conditions  set forth herein,  the
Underwriters will become obligated to purchase,  the number Option Shares and/or
Option  Warrants  specified in such notice.  The  Representative  may cancel the
Over-Allotment  Option at any time prior to the expiration of the Over-Allotment
Option by written notice to the Company.

2.3  Deliveries.  The Company  shall  deliver or cause to be  delivered  to each
Underwriter (if applicable) the following:

     (i) At the Closing Date,  the Closing Shares and, as to each Option Closing
Date, if any, the applicable Option Shares,  which shares shall be delivered via
The Depository  Trust Company Deposit or Withdrawal at Custodian  system for the
accounts of the several Underwriters;

                                       8
<PAGE>

     (ii) At the  Closing  Date,  the  Closing  Warrants  and, as to each Option
Closing  Date,  if any, the  applicable  Option  Warrants in  certificated  form
registered in the name or names,  and in such authorized  denominations,  as the
applicable Underwriter may request in writing at least one Business Day prior to
the Closing Date and, if any, each Option Closing Date

     (iii)  Contemporaneously  herewith,  a legal  opinion  of  Company  Counsel
addressed  to  the  Underwriters,  including,  without  limitation,  a  negative
assurance letter, substantially in the form of Exhibit B attached hereto, and as
to the Closing  Date and as to each Option  Closing  Date,  if any, a bring-down
opinion  from Company  Counsel  addressed  to the  Underwriters  and in form and
substance reasonably satisfactory to the Representative;

     (iv)  Contemporaneously  herewith,  a cold comfort  letter from the Company
Auditor, addressed to the Underwriters and in form and substance satisfactory in
all respects to the Representative,  dated as of the date of this Agreement, and
a bring-down  letter dated as of the Closing Date and each Option  Closing Date,
if any, from the Company Auditor,  addressed to the Underwriters and in form and
substance satisfactory in all respects to the Representative;

     (v)  Contemporaneously  herewith,  a legal  opinion of IP  Company  Counsel
addressed  to  the  Underwriters,  including,  without  limitation,  a  negative
assurance letter,  substantially in the form of Exhibit C attached hereto and as
to the Closing  Date and as to each Option  Closing  Date,  if any, a bring-down
opinion from IP Company Counsel  addressed to the  Underwriters  and in form and
substance reasonably satisfactory to the Representatives;

     (vi)  Contemporaneously  herewith,  on the Closing  Date and on each Option
Closing Date, if any, the duly  executed and  delivered  Officer's  Certificate,
substantially in the form required by Exhibit D attached hereto;

     (vii)  Contemporaneously  herewith, the duly executed and delivered Lock-Up
Agreements; and

     (viii)  Contemporaneously  herewith, on the Closing Date and on each Option
Closing Date, if any, the duly executed and delivered  Secretary's  Certificate,
substantially in the form required by Exhibit E attached hereto.

2.4 Closing Conditions. The respective obligations of each Underwriter hereunder
in connection with the Closing and each Option Closing Date, if any, are subject
to the following conditions being met (or being waived by the Representative):

     (i) the accuracy in all material respects (other than  representations  and
warranties of the Company already qualified by materiality,  which shall be true
and  correct in all  respects),  when made and on the  Closing  Date and on each
Option  Closing  Date,  if any (unless as of a specific  date  therein),  of the
representations and warranties of the Company contained herein;

                                       9
<PAGE>

     (ii) all  obligations,  covenants and agreements of the Company required to
be performed at or prior to the Closing Date and each Option  Closing  Date,  if
any, shall have been performed;

     (iii) the  delivery by the Company of the items set forth in Section 2.3 of
this Agreement;

     (iv) the  Registration  Statement  shall be  effective  on the date of this
Agreement and at each of the Closing Date and each Option  Closing Date, if any,
no stop order suspending the  effectiveness of the Registration  Statement shall
have been  issued and,  to the  Company's  knowledge,  no  proceedings  for that
purpose shall have been  instituted or shall be pending or  contemplated  by the
Commission  and  any  request  on the  part  of the  Commission  for  additional
information shall have been complied with to the reasonable  satisfaction of the
Representative;

     (v) by the Execution  Date, if required by FINRA,  the  Underwriters  shall
have received clearance from FINRA as to the amount of compensation allowable or
payable to the Underwriters as described in the Registration Statement;

     (vi) the Closing Shares, the Option Shares and the Warrant Shares have been
approved for listing on the Trading Market; and

     (vii)  prior to and on each of the  Closing  Date and each  Option  Closing
Date,  if  any:  (i)  there  shall  have  been no  material  adverse  change  or
development  involving a prospective material adverse change in the condition or
prospects or the business  activities,  financial or  otherwise,  of the Company
from  the  latest  dates  as of  which  such  condition  is  set  forth  in  the
Registration  Statement and Prospectus;  (ii) no action, suit or proceeding,  at
law or in equity,  shall have been pending or threatened  against the Company or
any  Affiliate  of the  Company  before  or by any  court  or  federal  or state
commission,   board  or  other  administrative  agency  wherein  an  unfavorable
decision,  ruling or finding  may  materially  adversely  affect  the  business,
operations, prospects or financial condition or income of the Company, except as
set forth in the  Registration  Statement  and  Prospectus;  (iii) no stop order
shall have been issued  under the  Securities  Act and no  proceedings  therefor
shall  have  been  initiated  or  threatened  by the  Commission;  and  (iv) the
Registration  Statement and the  Prospectus  and any  amendments or  supplements
thereto  shall contain all material  statements  which are required to be stated
therein in  accordance  with the  Securities  Act and the rules and  regulations
thereunder and shall conform in all material respects to the requirements of the
Securities  Act and the  rules  and  regulations  thereunder,  and  neither  the
Registration  Statement  nor the  Prospectus  nor any  amendment  or  supplement
thereto shall  contain any untrue  statement of a material fact or omit to state
any  material  fact  required  to be stated  therein  or  necessary  to make the
statements  therein,  in light of the circumstances  under which they were made,
not misleading.

                                       10
<PAGE>

                                  ARTICLE III.
                         REPRESENTATIONS AND WARRANTIES

3.1  Representations  and Warranties of the Company.  Except as set forth in the
Registration  Statement,  the  Preliminary  Prospectus,  the SEC  Reports or the
Disclosure Schedules, the Company represents and warrants to the Underwriters as
of the  Execution  Date,  as of the Closing  Date and as of each Option  Closing
Date, if any, as follows:

     (a)  Subsidiaries.  All of the  direct  and  indirect  Subsidiaries  of the
Company are set forth in the  Company's  most recent Annual Report on Form 10-K,
as  modified  by any  subsequent  SEC  Report.  The  Company  owns,  directly or
indirectly,  all  of the  capital  stock  or  other  equity  interests  of  each
Subsidiary  free and clear of any Liens,  and all of the issued and  outstanding
shares of capital  stock of each  Subsidiary  are  validly  issued and are fully
paid,  non-assessable and free of preemptive and similar rights to subscribe for
or purchase securities. If the Company has no Subsidiaries, all other references
to the  Subsidiaries  or any of  them  in the  Transaction  Documents  shall  be
disregarded.

     (b)   Organization  and   Qualification.   The  Company  and  each  of  the
Subsidiaries  is an entity duly  incorporated  or otherwise  organized,  validly
existing  and in  good  standing  under  the  laws  of the  jurisdiction  of its
incorporation or organization, except where the failure of a Subsidiary to be in
good standing could not  reasonably be expected to result in a Material  Adverse
Effect.  The Company and each of the  Subsidiaries  has the requisite  power and
authority to own and use its  properties and assets and to carry on its business
as currently  conducted.  Neither the Company nor any Subsidiary is in violation
or default of any of the provisions of its respective certificate or articles of
incorporation,  bylaws or other organizational or charter documents. Each of the
Company and the  Subsidiaries  is duly  qualified to conduct  business and is in
good standing as a foreign  corporation or other entity in each  jurisdiction in
which the nature of the business  conducted  or property  owned by it makes such
qualification necessary,  except where the failure to be so qualified or in good
standing, as the case may be, could not have or reasonably be expected to result
in a Material Adverse Effect and, to the knowledge of the Company, no Proceeding
has been instituted in any such jurisdiction revoking, limiting or curtailing or
seeking to revoke, limit or curtail such power and authority or qualification.

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

                                       11
<PAGE>

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.

     (d)  No  Conflicts.   The  execution,   delivery  and  performance  of  the
Transaction Documents by the Company, the issuance and sale of the Securities at
the  Closing  and the  consummation  by the  Company  of the other  transactions
contemplated  thereby  do not and  will not (i)  conflict  with or  violate  any
provision  of the  Company's  or any  Subsidiary's  certificate  or  articles of
incorporation,  bylaws or other  organizational  or charter  documents,  or (ii)
conflict with,  violate or constitute a default (or an event that with notice or
lapse of time or both would become a default)  under,  or result in the creation
of  any  Lien  upon  any of the  properties  or  assets  of the  Company  or any
Subsidiary pursuant to, or give to others any rights of termination,  amendment,
acceleration or cancellation (with or without notice, lapse of time or both) of,
any  agreement  (written or oral),  credit  facility,  debt or other  instrument
(evidencing a Company or  Subsidiary  debt or otherwise) to which the Company or
any  Subsidiary  is a party or by which any  property or asset of the Company or
any Subsidiary is bound or affected, or (iii) subject to the Required Approvals,
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 or a Subsidiary is subject (including federal and
state securities laws and regulations), or by which any property or asset of the
Company  or a  Subsidiary  is bound or  affected,  except in the case of each of
clauses  (ii) and (iii),  such as could not have or  reasonably  be  expected to
result in a Material
      Adverse Effect.

     (e) Filings,  Consents and Approvals. The Company is not required to obtain
any consent, waiver, authorization, approval or order of, give any notice to, or
make any filing or registration  with, any court or other federal,  state, local
or other  governmental  authority  having  jurisdiction  over the Company or its
Subsidiaries,  its  stockholders  or the Trading  Market in connection  with the
execution, delivery and performance by the Company of the Transaction Documents,
including  the  issuance  and  listing  or  quotation  (as  applicable)  of  the
Securities on the Trading Market, other than: (i) the filing with the Commission
of the  Prospectus  Supplement,  (ii) filings with the Trading  Market and (iii)
such filings as are required to be made under  applicable  state securities laws
(collectively, the "Required Approvals").

     (f) Registration  Statement.  The Company has filed with the Commission the
Registration  Statement  under the  Securities  Act,  which became  effective on
October  5,  2012  (the  "Effective  Date"),  for  the  registration  under  the
Securities Act of the  Securities.  At the time of such filing,  the Company met
the  requirements  of Form  S-3  under  the  Securities  Act.  The  Registration
Statement  meets  the  requirements  set  forth in Rule  415(a)(1)(x)  under the
Securities  Act and complies with said Rule and the Prospectus  Supplement  will
meet the  requirements  set forth in Rule  424(b).  The  Company has advised the

                                       12
<PAGE>

Representative of all further information  (financial and other) with respect to
the Company required to be set forth therein in the  Registration  Statement and
Prospectus  Supplement.  Any  reference in this  Agreement  to the  Registration
Statement,  the Prospectus or the Prospectus Supplement shall be deemed to refer
to and include the documents  incorporated by reference therein pursuant to Item
12 of Form S-3 which were filed under the Exchange Act, on or before the date of
this  Agreement,  or  the  issue  date  of  the  Prospectus  or  the  Prospectus
Supplement, as the case may be; and any reference in this Agreement to the terms
"amend," "amendment" or "supplement" with respect to the Registration Statement,
the  Prospectus  or the  Prospectus  Supplement  shall be deemed to refer to and
include the filing of any document under the Exchange Act after the date of this
Agreement, or the issue date of the Prospectus or the Prospectus Supplement,  as
the case may be, deemed to be incorporated therein by reference.  All references
in this Agreement to financial  statements  and schedules and other  information
which is  "contained,"  "included,"  "described,"  "referenced,"  "set forth" or
"stated"  in the  Registration  Statement,  the  Prospectus  or  the  Prospectus
Supplement (and all other references of like import) shall be deemed to mean and
include all such financial  statements and schedules and other information which
is or is deemed to be incorporated by reference in the  Registration  Statement,
the Prospectus or the Prospectus  Supplement,  as the case may be. No stop order
suspending the  effectiveness  of the  Registration  Statement or the use of the
Prospectus or the Prospectus  Supplement has been issued,  and no proceeding for
any  such  purpose  is  pending  or has  been  initiated  or,  to the  Company's
knowledge,  is threatened  by the  Commission.  For purposes of this  Agreement,
"free  writing  prospectus"  has the  meaning  set  forth in Rule 405  under the
Securities  Act.  The  Company  will  not,  without  the  prior  consent  of the
Representative, prepare, use or refer to, any free writing prospectus.

     (g) Issuance of Securities.  The Securities are duly  authorized  and, when
issued and paid for in accordance  with the  applicable  Transaction  Documents,
will be duly and validly issued, fully paid and nonassessable, free and clear of
all Liens imposed by the Company.  The Warrant Shares, when issued in accordance
with  the  terms  of the  Warrants,  will be  validly  issued,  fully  paid  and
nonassessable,  free and clear of all Liens imposed by the Company.  The Company
has reserved from its duly authorized capital stock the maximum number of shares
of Common Stock issuable  pursuant to the Transaction  Documents.  The holder of
the Securities will not be subject to personal liability by reason of being such
holders. The Securities are not and will not be subject to the preemptive rights
of any  holders of any  security of the  Company or similar  contractual  rights
granted  by the  Company.  All  corporate  action  required  to be taken for the
authorization,  issuance  and sale of the  Securities  has been duly and validly
taken.  The Securities  conform in all material  respects to all statements with
respect thereto contained in the Registration Statement.

     (h)  Capitalization.  The  capitalization of the Company is as set forth in
the Registration Statement. No Person has any right of first refusal, preemptive
right,  right of  participation,  or any  similar  right to  participate  in the
transactions  contemplated by the Transaction Documents.  Except as set forth in
the  Prospectus  Supplement  dated October 4, 2013 and except as a result of the
purchase and sale of the Securities, there are no outstanding options, warrants,
rights  to  subscribe  to,  calls or  commitments  of any  character  whatsoever

                                       13
<PAGE>

relating  to,  or  securities,   rights  or  obligations   convertible  into  or
exercisable or exchangeable for, or giving any Person any right to subscribe for
or  acquire,   any  shares  of  Common   Stock,   or   contracts,   commitments,
understandings  or arrangements by which the Company or any Subsidiary is or may
become  bound to issue  additional  shares  of  Common  Stock  or  Common  Stock
Equivalents.  Except as set forth on Schedule  3.1(h),  the issuance and sale of
the Securities  will not obligate the Company to issue shares of Common Stock or
other securities to any Person (other than the Underwriters) and will not result
in a  right  of any  holder  of  Company  securities  to  adjust  the  exercise,
conversion,  exchange or reset price  under any of such  securities.  All of the
outstanding shares of capital stock of the Company are duly authorized,  validly
issued, fully paid and nonassessable and have been issued in compliance with all
federal and state  securities  laws and the  requirements of the Trading Market,
and none of such  outstanding  shares was issued in violation of any  preemptive
rights or similar rights to subscribe for or purchase securities. The authorized
shares  of the  Company  conform  in all  material  respects  to all  statements
relating thereto contained in the Registration Statement and the Prospectus. The
offers and sales of the Company's securities were, at the time effected,  either
registered  under the Securities Act and the applicable state securities or Blue
Sky  laws  or,  based  in  part on the  representations  and  warranties  of the
purchasers,  exempt from such registration requirements.  No further approval or
authorization  of any  stockholder or the Board of Directors is required for the
issuance  and sale of the  Securities.  There  are no  stockholders  agreements,
voting  agreements  or other  similar  agreements  with respect to the Company's
capital  stock to which  the  Company  is a party or,  to the  knowledge  of the
Company, between or among any of the Company's stockholders.

     (i) SEC Reports;  Financial Statements.  The Company has filed or furnished
all reports,  schedules,  forms,  statements  and other  documents (and exhibits
thereto)  required to be filed or furnished by the Company under the  Securities
Act and the Exchange Act,  including  pursuant to Section 13(a) or 15(d) thereof
(the  foregoing  materials,  as the same may be amended,  including the exhibits
thereto and documents  incorporated  by reference  therein,  being  collectively
referred  to herein as the "SEC  Reports")  and any  notices,  reports  or other
filings  pursuant to applicable  requirements of the Trading Market for a period
of 12 months  preceding  the date hereof (or such shorter  period as the Company
was required by law to file or furnish  such  material) on a timely basis or has
received  a valid  extension  of such time of filing  and has filed any such SEC
Reports  and  notices,   reports  or  other   filings   pursuant  to  applicable
requirements  of the  Trading  Market  prior  to  the  expiration  of  any  such
extension.  As of  their  respective  dates,  the SEC  Reports  complied  in all
material respects with the applicable requirements of the Securities Act and the
Exchange Act, as  applicable,  and the rules and  regulations  of the Commission
promulgated  thereunder.  None of the SEC  Reports,  when filed,  contained  any
untrue statement of a material fact or omitted to state a material fact required
to be stated  therein or necessary in order to make the statements  therein,  in
light of the  circumstances  under  which they were made,  not  misleading.  The
financial  statements of the Company  included in the SEC Reports  comply in all
material  respects with  applicable  accounting  requirements  and the rules and
regulations of the Commission  with respect  thereto as in effect at the time of
filing.  Such  financial  statements  (i) have been prepared in accordance  with

                                       14
<PAGE>

United States generally accepted  accounting  principles applied on a consistent
basis during the periods involved ("GAAP"), except as may be otherwise specified
in such  financial  statements  or the notes  thereto and except that  unaudited
financial  statements  may not contain all footnotes  required by GAAP, and (ii)
fairly  present in all material  respects the financial  position of the Company
and  its  consolidated  Subsidiaries  as of and for the  dates  thereof  and the
results of operations and cash flows for the periods then ended, subject, in the
case of unaudited statements, to normal, immaterial, year-end audit adjustments.
The  agreements  and  documents  described in the  Registration  Statement,  the
Prospectus,  the  Prospectus  Supplement  and the  SEC  Reports  conform  to the
descriptions  thereof  contained  therein and there are no  agreements  or other
documents  required  by  the  Securities  Act  and  the  rules  and  regulations
thereunder to be described in the Registration  Statement,  the Prospectus,  the
Prospectus  Supplement or the SEC Reports or to be filed with the  Commission as
exhibits  to the  Registration  Statement,  that have not been so  described  or
filed. Each agreement or other instrument  (however  characterized or described)
to which the  Company  is a party or by which it is or may be bound or  affected
and (i) that is referred to in the Registration Statement,  the Prospectus,  the
Prospectus  Supplement or the SEC Reports,  or (ii) is material to the Company's
business,  has been duly authorized and validly  executed by the Company,  is in
full force and effect in all material  respects and is  enforceable  against the
Company  and,  to  the  Company's  knowledge,  the  other  parties  thereto,  in
accordance with its terms,  except (x) as such  enforceability may be limited by
bankruptcy,  insolvency,  reorganization  or similar laws  affecting  creditors'
rights generally,  (y) as enforceability of any  indemnification or contribution
provision may be limited under the federal and state  securities  laws,  and (z)
that the  remedy of  specific  performance  and  injunctive  and other  forms of
equitable relief may be subject to the equitable  defenses and to the discretion
of the court before which any proceeding therefore may be brought.  None of such
agreements  or  instruments  has been  assigned by the Company,  and neither the
Company  nor,  to the best of the  Company's  knowledge,  any other  party is in
default  thereunder  and, to the best of the Company's  knowledge,  no event has
occurred that,  with the lapse of time or the giving of notice,  or both,  would
constitute  a  default  thereunder.  To the  best  of the  Company's  knowledge,
performance  by the Company of the material  provisions  of such  agreements  or
instruments will not result in a violation of any existing applicable law, rule,
regulation,  judgment,  order or  decree  of any  governmental  agency or court,
domestic or foreign,  having  jurisdiction over the Company or any of its assets
or businesses,  including,  without limitation,  those relating to environmental
laws and regulations.

     (j) Material  Changes;  Undisclosed  Events,  Liabilities or  Developments.
Since the date of the latest audited  financial  statements  included within the
SEC Reports,  except as specifically  disclosed in a subsequent SEC Report filed
prior to the date hereof, (i) there has been no event, occurrence or development
that has had or that  could  reasonably  be  expected  to result  in a  Material
Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or
otherwise) that are material to the Company or its  Subsidiaries  other than (A)
trade payables and accrued expenses  incurred in the ordinary course of business
consistent  with past practice and (B)  liabilities not required to be reflected

                                       15
<PAGE>

in the  Company's  financial  statements  pursuant  to  GAAP or  required  to be
disclosed in filings made with the Commission, (iii) the Company has not altered
its method of accounting in any material  respect  except as otherwise  required
pursuant  to GAAP,  (iv) the Company  has not  declared or made any  dividend or
distribution  of  cash or  other  property  to its  stockholders  or  purchased,
redeemed or made any  agreements to purchase or redeem any shares of its capital
stock,  (v) the Company  has not issued any equity  securities  to any  officer,
director or Affiliate,  except pursuant to existing  Company stock option plans,
and (vi) no officer or director of the Company has  resigned  from any  position
with the Company.  The Company does not have pending  before the  Commission any
request for  confidential  treatment of information.  Other than the issuance of
the Securities as contemplated by this Agreement,  there is no event, liability,
fact, circumstance,  occurrence or development that has occurred or which exists
or is  reasonably  expected to occur or exist with respect to the Company or its
Subsidiaries or their respective businesses, prospects, properties,  operations,
assets or  financial  condition  that is required to be disclosed by the Company
under applicable securities laws on the date that this representation is made or
deemed  to be made  that has not  already  been  publicly  disclosed  at least 1
Trading Day prior to the date that this  representation  is made or deemed to be
made.  Unless  otherwise  disclosed  in an SEC  Report  filed  prior to the date
hereof, the Company has not: (i) issued any securities or incurred any liability
or obligation,  direct or contingent,  for borrowed  money;  or (ii) declared or
paid any dividend or made any other distribution on or in respect to its capital
stock.

     (k) Litigation.  There is no action,  suit,  inquiry,  notice of violation,
proceeding  or  investigation  pending  or,  to the  knowledge  of the  Company,
threatened  against or affecting  the Company,  any  Subsidiary  or any of their
respective  officers or directors (in any such officer's or director's  capacity
as such) or  properties  before or by any  court,  arbitrator,  governmental  or
administrative agency or regulatory authority (federal,  state, county, local or
foreign)  (collectively,  an "Action") which (i) adversely affects or challenges
the legality,  validity or enforceability of any of the Transaction Documents or
the  Securities,  (ii) could, if there were an unfavorable  decision,  ruling or
finding,  have or reasonably be expected to result in a Material  Adverse Effect
or (iii)  involves a claim or violation of, or liability  under,  any federal or
state  securities  laws or which  involves a claim of breach of fiduciary  duty.
There has not been and, to the knowledge of the Company,  there is not currently
pending or  contemplated,  any  investigation  by the  Commission  involving the
Company or any  Subsidiary  or any current or former  director or officer of the
Company or any Subsidiary  (in his or her capacity as such).  The Commission has
not issued any stop order or other order  suspending  the  effectiveness  of any
registration statement filed by the Company or any Subsidiary under the Exchange
Act or the  Securities  Act and, to the Company's  knowledge,  no proceeding for
such purpose is pending before or threatened by the Commission.

     (l) Labor  Relations.  No labor dispute  exists or, to the knowledge of the
Company, is imminent with respect to any of the employees of the Company,  which
could reasonably be expected to result in a Material Adverse Effect. None of the
Company's or its Subsidiaries'  employees is a member of a union that relates to
such employee's  relationship  with the Company or such Subsidiary,  and neither
the Company nor any of its  Subsidiaries  is a party to a collective  bargaining
agreement, and the Company and its Subsidiaries believe that their relationships
with their  employees are good.  To the  knowledge of the Company,  no executive
officer  of the  Company or any  Subsidiary,  is, or is now  expected  to be, in
violation  of any material  term of any  employment  contract,  confidentiality,

                                       16
<PAGE>

disclosure or proprietary information agreement or non-competition agreement, or
any other  contract or  agreement  or any  restrictive  covenant in favor of any
third party,  and the continued  employment of each such executive  officer does
not subject the Company or any of its Subsidiaries to any liability with respect
to any of the  foregoing  matters.  The  Company  and  its  Subsidiaries  are in
compliance with all U.S. federal,  state, local and foreign laws and regulations
relating  to  employment  and  employment  practices,  terms and  conditions  of
employment  and wages and hours,  except  where the failure to be in  compliance
could not,  individually  or in the aggregate,  reasonably be expected to have a
Material Adverse Effect.

     (m) Compliance.  Neither the Company nor any Subsidiary:  (i) is in default
under or in  violation  of (and no event has  occurred  that has not been waived
that,  with  notice or lapse of time or both,  could  reasonably  be expected to
result in a default by the Company or any Subsidiary under), nor has the Company
or any Subsidiary received notice of a claim that it is in default under or that
it is in  violation  of, any  indenture,  loan or credit  agreement or any other
agreement  or  instrument  to  which  it is a party or by which it or any of its
properties is bound  (whether or not such default or violation has been waived),
(ii) is in violation of any judgment,  decree or order of any court,  arbitrator
or other governmental  authority or (iii) is in violation of any statute,  rule,
ordinance or regulation  of any  governmental  authority or the Trading  Market,
including  without  limitation  all  foreign,  federal,  state  and  local  laws
applicable to its business,  including  without  limitation,  in connection with
taxes, environmental protection, occupational health and safety, product quality
and safety and employment  and labor  matters,  except in each case as would not
have or reasonably be expected to result in a Material Adverse Effect.

     (n)  Regulatory  Permits.  The  Company  and the  Subsidiaries  possess all
certificates,  authorizations  and permits  issued by the  appropriate  federal,
state, local or foreign regulatory  authorities  necessary to own or lease their
respective properties and to conduct their respective businesses as described in
the SEC Reports,  except  where the failure to possess  such  permits  could not
reasonably be expected to result in a Material Adverse Effect (each, a "Material
Permit"),  and neither the Company nor any Subsidiary has received any notice of
proceedings relating to the limitation,  revocation,  cancellation,  suspension,
modification  or  non-renewal  of any Material  Permit.  The  disclosures in the
Registration  Statement concerning the effects of federal,  state, local and all
foreign  regulation  on  the  Company's  business  as  currently  conducted  and
contemplated are correct in all material respects.

     (o)  Title to  Assets.  The  Company  and the  Subsidiaries  have  good and
marketable title in fee simple to, or have valid and marketable  rights to lease
or otherwise  use, all real property and all personal  property that is material
to the business of the Company and the Subsidiaries, in each case free and clear
of all Liens, except for (i) Liens as do not materially affect the value of such
property and do not  materially  interfere  with the use made and proposed to be
made of such property by the Company and the Subsidiaries and (ii) Liens for the
payment of federal,  state or other taxes, for which  appropriate  reserves have
been  made in  accordance  with  GAAP,  and the  payment  of  which  is  neither
delinquent nor subject to penalties. Any real property and facilities held under

                                       17
<PAGE>

lease by the Company and the Subsidiaries  are held under valid,  subsisting and
enforceable   leases  with  which  the  Company  and  the  Subsidiaries  are  in
compliance.

     (p) Intellectual  Property.  The Company and the Subsidiaries have, or have
rights  to  use,  all  patents,  patent  applications,   trademarks,   trademark
applications,  service marks, trade names, trade secrets, inventions,  know-how,
copyrights,  licenses and other intellectual  property rights and similar rights
necessary or required for use in connection with their respective  businesses as
described  in the SEC  Reports  and which the  failure  to so have  could have a
Material Adverse Effect (collectively, the "Intellectual Property Rights"). None
of, and neither the Company nor any Subsidiary has received a notice (written or
otherwise) that any of, the Intellectual Property Rights has expired, terminated
or been abandoned, or is expected to expire or terminate or be abandoned, within
two (2) years  from the date of this  Agreement.  Neither  the  Company  nor any
Subsidiary  has  received,  since  the  date  of the  latest  audited  financial
statements  included  within  the SEC  Reports,  a written  notice of a claim or
otherwise has any knowledge  that the  Intellectual  Property  Rights violate or
infringe  upon the rights of any Person.  To the  knowledge of the Company,  all
such  Intellectual  Property  Rights are  enforceable  and there is no  existing
infringement or  misappropriation  by another Person of any of the  Intellectual
Property  Rights.  To  the  Company's   knowledge,   it  has  not  infringed  or
misappropriated  the  Intellectual  Property Rights of any third parties,  which
infringement  or  misappropriation  would,  if  the  subject  of an  unfavorable
decision, ruling or finding, have a Material Adverse Effect. The Company and its
Subsidiaries  have taken  reasonable  security  measures to protect the secrecy,
confidentiality and value of all of their Intellectual  Property Rights,  except
where failure to do so could not,  individually or in the aggregate,  reasonably
be expected to have a Material Adverse Effect.

     (q) Insurance.  The Company and the Subsidiaries are insured by insurers of
recognized  financial  responsibility  against such losses and risks and in such
amounts as are prudent and customary in the  businesses in which the Company and
the  Subsidiaries  are engaged,  including,  but not limited to,  directors  and
officers  insurance  coverage.  Neither the Company nor any  Subsidiary  has any
reason  to  believe  that it will not be able to renew  its  existing  insurance
coverage as and when such coverage  expires or to obtain  similar  coverage from
similar  insurers  as may be  necessary  to  continue  its  business  without  a
significant increase in cost.

     (r)  Transactions  With  Affiliates and Employees.  None of the officers or
directors of the Company or any Subsidiary and, to the knowledge of the Company,
none of the  employees of the Company or any  Subsidiary is presently a party to
any transaction  with the Company or any Subsidiary  (other than for services as
employees,  officers and directors),  including any contract, agreement or other
arrangement  providing for the  furnishing  of services to or by,  providing for
rental of real or personal  property to or from,  providing for the borrowing of
money from or lending of money to or  otherwise  requiring  payments to or from,
any officer,  director or such employee or, to the knowledge of the Company, any
entity in which any officer,  director,  or any such  employee has a substantial
interest or is an officer, director, trustee, stockholder, member or partner, in
each  case in  excess  of  $100,000  other  than for (i)  payment  of  salary or
consulting fees for services rendered,  (ii) reimbursement for expenses incurred

                                       18
<PAGE>

on behalf of the Company  and (iii) other  employee  benefits,  including  stock
option agreements under any stock option plan of the Company.

     (s)  Sarbanes-Oxley.  The  Company  and the  Subsidiaries  are in  material
compliance with any and all applicable requirements of the Sarbanes-Oxley Act of
2002 that are effective as of the date hereof,  and any and all applicable rules
and regulations  promulgated by the Commission  thereunder that are effective as
of the date hereof and as of the Closing Date.

     (t) Certain  Fees.  Except as set forth in the  Prospectus  Supplement,  no
brokerage or finder's fees or commissions are or will be payable by the Company,
any Subsidiary or Affiliate of the Company to any broker,  financial  advisor or
consultant,  finder,  placement agent,  investment banker,  bank or other Person
with respect to the transactions  contemplated by the Transaction Documents.  To
the  Company's  knowledge,  there  are  no  other  arrangements,  agreements  or
understandings  of the  Company  or,  to  the  Company's  knowledge,  any of its
stockholders  that may affect the Underwriters'  compensation,  as determined by
FINRA.  The  Company  has not made any  direct or  indirect  payments  (in cash,
securities or otherwise) to: (i) any person,  as a finder's fee,  consulting fee
or otherwise, in consideration of such person raising capital for the Company or
introducing  to the  Company  persons  who  raised or  provided  capital  to the
Company;  (ii) any FINRA member; or (iii) other than to the Representative or as
set forth on Schedule 3.1(t) hereto, any person or entity that has any direct or
indirect  affiliation  or association  with any FINRA member,  within the twelve
months  prior to the  Execution  Date.  None of the net proceeds of the Offering
will be paid by the Company to any participating FINRA member or its affiliates,
except  as  specifically  authorized  herein.  The  Underwriters  shall  have no
obligation  or liability  with respect to any fees or with respect to any claims
made by or on behalf of other  Persons for fees of a type  contemplated  in this
Section  that  may  be  or  become  due  in  connection  with  the  transactions
contemplated by the Transaction Documents.

     (u) Investment Company. The Company is not, and is not an Affiliate of, and
immediately  after  receipt of payment for the  Securities  will not be or be an
Affiliate  of, an  "investment  company"  within the  meaning of the  Investment
Company Act of 1940,  as amended.  The Company  shall  conduct its business in a
manner  so  that  it  will  not  become  an  "investment   company"  subject  to
registration under the Investment Company Act of 1940, as amended.

     (v)  Registration  Rights.  No Person has any right to cause the Company or
any  Subsidiary  to effect  the  registration  under the  Securities  Act of any
securities of the Company or any Subsidiary.

     (w) Listing and  Maintenance  Requirements.  The Common Stock is registered
pursuant  to Section  12(g) of the  Exchange  Act,  and the Company has taken no
action  designed to, or which to its  knowledge is likely to have the effect of,
terminating the  registration of the Common Stock under the Exchange Act nor has
the Company  received any  notification  that the  Commission  is  contemplating
terminating  such  registration.  Except as set forth on  Schedule  3.1(w),  the

                                       19
<PAGE>

Company has not, in the 12 months preceding the date hereof or the Closing Date,
received notice from any Trading Market on which the Common Stock is or has been
listed or quoted  (as  applicable)  to the  effect  that the  Company  is not in
compliance  with  the  listing  or  quotation  (as  applicable)  or  maintenance
requirements of such Trading Market.

     (x)  Application  of  Takeover  Protections.  The  Company and the Board of
Directors  have  taken  all  necessary  action,  if  any,  in  order  to  render
inapplicable any control share acquisition,  business  combination,  poison pill
(including  any  distribution   under  a  rights  agreement)  or  other  similar
anti-takeover  provision under the Company's  certificate of  incorporation  (or
similar charter  documents) or the laws of its state of incorporation that is or
could  become  applicable  as a  result  of the  Underwriters  and  the  Company
fulfilling  their  obligations or exercising  their rights under the Transaction
Documents,   including,  without  limitation,  the  Company's  issuance  of  the
Securities and the Underwriters' ownership of the Securities.

     (y) Disclosure; 10b-5. The Company confirms that, as of the date hereof and
as of the  Closing  Date,  neither  the  Company  nor any  officer,  director or
employee of the Company acting on its behalf (as such term is used in Regulation
FD) has  provided or will  provide the  Underwriters  or their agents or counsel
with  any  information  that  the  Company  believes  may  constitute  material,
non-public information except insofar as the existence and terms of the proposed
transactions hereunder may constitute such information.  The Company understands
and confirms that the  Underwriters  will rely on the foregoing  representations
and  covenants in  effecting  transactions  in  securities  of the Company.  The
Registration  Statement  (and  any  further  documents  to  be  filed  with  the
Commission)  contains all exhibits and  schedules as required by the  Securities
Act.  Each  of the  Registration  Statement  and  any  post-effective  amendment
thereto,  if any,  at the time it became  effective,  complied  in all  material
respects with the Securities  Act and the Exchange Act and the applicable  rules
and  regulations  under  the  Securities  Act and did not  and,  as  amended  or
supplemented,  if  applicable,  will not,  contain  any  untrue  statement  of a
material fact or omit to state a material fact required to be stated  therein or
necessary to make the statements therein not misleading.  The Prospectus and the
Prospectus  Supplement,  each as of its respective date,  comply in all material
respects with the Securities  Act and the Exchange Act and the applicable  rules
and  regulations.  Each of the  Prospectus  and the  Prospectus  Supplement,  as
amended or supplemented, did not and will not contain as of the date thereof any
untrue  statement of a material fact or omit to state a material fact  necessary
in order to make the statements  therein,  in light of the  circumstances  under
which they were made, not misleading. The SEC Reports, when they were filed with
the Commission,  conformed in all material  respects to the  requirements of the
Exchange  Act  and  the  applicable  rules  and  regulations,  and  none of such
documents,  when they were  filed  with the  Commission,  contained  any  untrue

                                       20
<PAGE>

statement of a material  fact or omitted to state a material  fact  necessary to
make the  statements  therein (with respect to the SEC Reports  incorporated  by
reference  in  the  Prospectus  or  Prospectus  Supplement),  in  light  of  the
circumstances  under  which  they  were  made not  misleading;  and any  further
documents so filed and incorporated by reference in the Prospectus or Prospectus
Supplement,  when such documents are filed with the Commission,  will conform in
all material respects to the requirements of the Exchange Act and the applicable
rules and regulations,  as applicable, and will not contain any untrue statement
of a  material  fact or omit to  state a  material  fact  necessary  to make the
statements therein, in light of the circumstances under which they were made not
misleading. No post-effective amendment to the Registration Statement reflecting
any facts or events arising after the date thereof which represent, individually
or in the aggregate,  a fundamental  change in the information set forth therein
is required to be filed with the Commission.  There are no documents required to
be filed with the  Commission in connection  with the  transaction  contemplated
hereby that (x) have not been filed as required  pursuant to the  Securities Act
or (y) will  not be  filed  within  the  requisite  time  period.  There  are no
contracts  or other  documents  required to be described  in the  Prospectus  or
Prospectus  Supplement,  or  to  be  filed  as  exhibits  or  schedules  to  the
Registration Statement,  which have not been described or filed as required. The
press releases  disseminated  by the Company during the twelve months  preceding
the date of this Agreement taken as a whole do not contain any untrue  statement
of a  material  fact or omit to state a  material  fact  required  to be  stated
therein or necessary in order to make the  statements  therein,  in light of the
circumstances under which they were made and when made, not misleading.

     (z) No Integrated Offering. Neither the Company, nor any of its Affiliates,
nor any Person acting on its or their behalf has,  directly or indirectly,  made
any offers or sales of any security or solicited any offers to buy any security,
under  circumstances  that would  cause this  offering of the  Securities  to be
integrated  with prior  offerings by the Company for purposes of any  applicable
shareholder  approval  provisions  of any  Trading  Market  on which  any of the
securities of the Company are listed or designated.

     (aa) Solvency. Based on the consolidated financial condition of the Company
as of the Closing Date, after giving effect to the receipt by the Company of the
proceeds from the sale of the Securities hereunder,  (i) the fair saleable value
of the Company's  assets  exceeds the amount that will be required to be paid on
or in respect of the Company's  existing debts and other liabilities  (including
known contingent  liabilities) as they mature,  (ii) the Company's assets do not
constitute  unreasonably small capital to carry on its business as now conducted
and as proposed to be conducted  including its capital needs taking into account
the particular  capital  requirements of the business  conducted by the Company,
consolidated  and  projected  capital   requirements  and  capital  availability
thereof,  and (iii) the  current  cash flow of the  Company,  together  with the
proceeds the Company  would  receive,  were it to  liquidate  all of its assets,
after taking into account all anticipated  uses of the cash, would be sufficient
to pay all  amounts on or in respect of its  liabilities  when such  amounts are
required  to be paid.  The  Company  does not intend to incur  debts  beyond its
ability to pay such debts as they  mature  (taking  into  account the timing and
amounts of cash to be payable on or in respect of its debt).  The Company has no
knowledge  of any facts or  circumstances  which lead it to believe that it will
file for  reorganization  or liquidation  under the bankruptcy or reorganization
laws of any jurisdiction  within one year from the Closing Date. The SEC Reports
sets  forth  as of  the  date  hereof  all  outstanding  secured  and  unsecured
Indebtedness of the Company or any  Subsidiary,  or for which the Company or any
Subsidiary has commitments.

                                       21
<PAGE>

     (bb) Tax Status.  Except for matters that would not, individually or in the
aggregate,  have or  reasonably  be  expected  to result in a  Material  Adverse
Effect, the Company and each Subsidiary has filed all necessary federal,  state,
local and foreign  income and  franchise tax returns and has paid or accrued all
taxes shown as due thereon.  The Company has no  knowledge  of a tax  deficiency
which has been asserted or threatened against the Company or any Subsidiary.

     (cc) Foreign Corrupt Practices. Neither the Company nor any Subsidiary, nor
to the  knowledge  of the Company or any  Subsidiary,  any agent or other person
acting  on  behalf  of the  Company  or any  Subsidiary,  has  (i)  directly  or
indirectly,  used any funds for unlawful contributions,  gifts, entertainment or
other unlawful expenses related to foreign or domestic political activity,  (ii)
made any  unlawful  payment to  foreign  or  domestic  government  officials  or
employees  or to any foreign or domestic  political  parties or  campaigns  from
corporate  funds,  (iii) failed to disclose fully any  contribution  made by the
Company or any  Subsidiary  (or made by any person acting on its behalf of which
the Company is aware)  which is in  violation  of law,  or (iv)  violated in any
material  respect any provision of FCPA. The Company has taken  reasonable steps
to ensure that its  accounting  controls and  procedures are sufficient to cause
the Company to comply in all material respects with the FCPA.

     (dd) Accountants.  To the knowledge and belief of the Company,  the Company
Auditor (i) is an independent  registered  public accounting firm as required by
the  Exchange  Act and (ii)  shall  express  its  opinion  with  respect  to the
financial  statements  to be included  in the  Company's  Annual  Report for the
fiscal year ending  September 30, 2013.  Except as disclosed in the SEC Reports,
the  Company  Auditor  has not,  during the  periods  covered  by the  financial
statements  included in the  Prospectus,  provided to the Company any  non-audit
services, as such term is used in Section 10A(g) of the Exchange Act.

     (ee) FDA. As to each product  subject to the  jurisdiction of the U.S. Food
and Drug  Administration  ("FDA") under the Federal Food, Drug and Cosmetic Act,
as  amended,  and the  regulations  thereunder  ("FDCA")  that is  manufactured,
packaged, labeled, tested, distributed,  sold, and/or marketed by the Company or
any of its Subsidiaries  (each such product, a "Pharmaceutical  Product"),  such
Pharmaceutical  Product  is  being  manufactured,   packaged,  labeled,  tested,
distributed,  sold  and/or  marketed  by the  Company  in  compliance  with  all
applicable  requirements  under FDCA and  similar  laws,  rules and  regulations
relating to registration,  investigational use, premarket clearance,  licensure,
or  application  approval,   good  manufacturing   practices,   good  laboratory
practices,   good  clinical  practices,   product  listing,   quotas,  labeling,
advertising,  record keeping and filing of reports,  except where the failure to
be in compliance would not have a Material Adverse Effect.  There is no pending,
completed or, to the Company's  knowledge,  threatened,  action  (including  any
lawsuit,  arbitration,  or legal or  administrative  or  regulatory  proceeding,
charge,  complaint,  or  investigation)  against  the  Company  or  any  of  its
Subsidiaries,  and none of the Company or any of its  Subsidiaries  has received
any  notice,  warning  letter or other  communication  from the FDA or any other
governmental  entity,  which (i) contests the  premarket  clearance,  licensure,
registration,   or  approval  of,  the  uses  of,  the   distribution   of,  the
manufacturing  or packaging of, the testing of, the sale of, or the labeling and

                                       22
<PAGE>

promotion  of any  Pharmaceutical  Product,  (ii)  withdraws  its  approval  of,
requests  the  recall,  suspension,  or seizure of, or  withdraws  or orders the
withdrawal  of  advertising  or sales  promotional  materials  relating  to, any
Pharmaceutical   Product,   (iii)  imposes  a  clinical  hold  on  any  clinical
investigation by the Company or any of its Subsidiaries, (iv) enjoins production
at any  facility  of the  Company  or any of its  Subsidiaries,  (v)  enters  or
proposes to enter into a consent decree of permanent injunction with the Company
or any of its Subsidiaries, or (vi) otherwise alleges any violation of any laws,
rules or  regulations  by the  Company  or any of its  Subsidiaries,  and which,
either  individually or in the aggregate,  would have a Material Adverse Effect.
The  properties,  business and operations of the Company have been and are being
conducted in all material respects in accordance with all applicable laws, rules
and  regulations  of the FDA. The Company has not been  informed by the FDA that
the FDA will prohibit the marketing,  sale,  license or use in the United States
of any product proposed to be developed, produced or marketed by the Company nor
has the FDA  expressed any concern as to approving or clearing for marketing any
product being developed or proposed to be developed by the Company.

     (ff) FINRA Affiliation.  No officer, director or any beneficial owner of 5%
or more of the  Company's  unregistered  securities  has any direct or  indirect
affiliation  or  association  with any FINRA member (as determined in accordance
with the rules and regulations of FINRA).

     (gg) Officers'  Certificate.  Any certificate signed by any duly authorized
officer of the Company and  delivered to the  Representative  or to EGS shall be
deemed a  representation  and warranty by the Company to the  Underwriters as to
the matters covered thereby.

     (hh) Board of Directors. The Board of Directors is comprised of the persons
set forth in the SEC Reports. The qualifications of the persons serving as board
members and the overall  composition  of the Board of Directors  comply with the
Sarbanes-Oxley  Act of 2002 and the rules promulgated  thereunder  applicable to
the  Company  and the rules of the  Trading  Market.  At least one member of the
Board of Directors  qualifies  as a  "financial  expert" as such term is defined
under the  Sarbanes-Oxley  Act of 2002 and the rules promulgated  thereunder and
the rules of the Trading Market. In addition, at least a majority of the persons
serving on the Board of Directors  qualify as "independent" as defined under the
rules of the Trading Market.

     (ii) Regulation M Compliance.  The Company has not, and to its knowledge no
one acting on its behalf  has,  (i) taken,  directly or  indirectly,  any action
designed to cause or to result in the stabilization or manipulation of the price
of any  security of the Company to  facilitate  the sale or resale of any of the
Securities,  (ii)  sold,  bid  for,  purchased  or  paid  any  compensation  for
soliciting  purchases of any of the Securities or (iii) paid or agreed to pay to
any  Person any  compensation  for  soliciting  another  to  purchase  any other
securities of the Company.

                                       23
<PAGE>

                                  ARTICLE IV.
                         OTHER AGREEMENTS OF THE PARTIES

     4.1 Amendments to  Registration  Statement.  The Company has delivered,  or
will as promptly as practicable deliver, to the Underwriters  complete conformed
copies of the  Registration  Statement  and of each consent and  certificate  of
experts,  as applicable,  filed as a part thereof,  and conformed  copies of the
Registration  Statement  (without  exhibits),  the Prospectus and any Prospectus
Supplement, as amended or supplemented, in such quantities and at such places as
an Underwriter reasonably requests. Neither the Company nor any of its directors
and  officers has  distributed  and none of them will  distribute,  prior to the
Closing Date, any offering  material in connection with the offering and sale of
the  Securities  other than the  Prospectus,  the  Preliminary  Prospectus,  the
Registration  Statement,  and copies of the documents  incorporated by reference
therein.  The Company  shall not file any such  amendment or supplement to which
the Representative shall reasonably object in writing.

     4.2 Federal Securities Laws.

          (a)  Compliance.  During the time when a Prospectus  is required to be
     delivered under the Securities  Act, the Company will use its  commercially
     reasonable  efforts to comply with all requirements  imposed upon it by the
     Securities  Act and the rules and  regulations  thereunder and the Exchange
     Act and the  rules  and  regulations  thereunder,  as from  time to time in
     force,  so far as  necessary  to  permit  the  continuance  of  sales of or
     dealings in the Securities in accordance with the provisions hereof and the
     Prospectus.  If at any time when a Prospectus relating to the Securities is
     required to be  delivered  under the  Securities  Act, any event shall have
     occurred as a result of which, in the opinion of counsel for the Company or
     counsel  for  the  Underwriters,   the  Prospectus,   as  then  amended  or
     supplemented,  includes an untrue  statement of a material fact or omits to
     state any material fact required to be stated  therein or necessary to make
     the statements therein, in light of the circumstances under which they were
     made,  not  misleading,  or if it is  necessary  at any time to  amend  the
     Prospectus to comply with the  Securities  Act, the Company will notify the
     Underwriters promptly and prepare and file with the Commission,  subject to
     Section 4.1 hereof,  an  appropriate  amendment or supplement in accordance
     with Section 10 of the Securities Act.

          (b) Filing of Final  Prospectus.  The Company will file the Prospectus
     (in  form  and  substance  satisfactory  to the  Representative)  with  the
     Commission pursuant to the requirements of Rule 424.

          (c)  Exchange Act  Registration.  For a period of three years from the
     Execution Date, the Company will use its commercially reasonable efforts to
     maintain the  registration  of the Common Stock under the Exchange Act. The
     Company will not deregister the Common Stock under the Exchange Act without
     the prior written consent of the Representative.

          (d) Free Writing Prospectuses.  The Company represents and agrees that
     it has not made and will not make any offer relating to the Securities that
     would constitute an issuer free writing prospectus,  as defined in Rule 433
     of the rules and regulations  under the Securities  Act,  without the prior

                                       24
<PAGE>

     consent of the Representative.  Any such free writing prospectus  consented
     to by the  Representative  is hereinafter  referred to as a "Permitted Free
     Writing  Prospectus."  The  Company  represents  that  it will  treat  each
     Permitted Free Writing Prospectus as an "issuer free writing prospectus" as
     defined in the rules and  regulations  under the  Securities  Act,  and has
     complied and will comply with the  applicable  requirements  of Rule 433 of
     the Securities  Act,  including  timely  Commission  filing where required,
     legending and record keeping.

     4.3 Delivery to the Underwriters of Prospectuses.  The Company will deliver
to the  Underwriters,  without charge,  from time to time during the period when
the  Prospectus  is required to be  delivered  under the  Securities  Act or the
Exchange Act such number of copies of each  Prospectus as the  Underwriters  may
reasonably request.

     4.4  Effectiveness  and Events  Requiring Notice to the  Underwriters.  The
Company will use its commercially  reasonable  efforts to cause the Registration
Statement to remain effective with a current  prospectus until the later of nine
(9) months from the  Execution  Date and the date on which the  Warrants  are no
longer  outstanding and will notify the Underwriters and holders of the Warrants
immediately  and  confirm  the notice in  writing:  (i) of the  issuance  by the
Commission of any stop order or of the initiation,  or the  threatening,  of any
proceeding  for that  purpose;  (ii) of the  issuance  by any  state  securities
commission of any  proceedings  for the suspension of the  qualification  of the
Securities for offering or sale in any jurisdiction or of the initiation, or the
threatening,  of any  proceeding  for that  purpose;  (iii) of the  mailing  and
delivery to the  Commission  for filing of any  amendment or  supplement  to the
Registration  Statement or Prospectus under the Securities Act in respect of the
Securities;  (iv) of the receipt of any  comments or request for any  additional
information  from the  Commission;  and (v) of the happening of any event during
the period  described in this Section 4.4 that,  in the judgment of the Company,
makes any statement of a material fact made in the Registration  Statement,  the
Prospectus or any  Prospectus  Supplement  untrue or that requires the making of
any changes in the  Registration  Statement,  the  Prospectus or any  Prospectus
Supplement  in  order  to  make  the  statements   therein,   in  light  of  the
circumstances  under which they were made, not misleading.  If the Commission or
any  state  securities  commission  shall  enter a stop  order or  suspend  such
qualification at any time, the Company will make commercially reasonable efforts
to obtain promptly the lifting of such order.

     4.5 Review of Financial Statements. For a period of five (5) years from the
Execution Date, the Company,  at its expense,  shall cause its regularly engaged
independent certified public accountants to review (but not audit) the Company's
financial  statements  for each of the first three fiscal  quarters prior to the
announcement of quarterly financial information.

     4.6 Reports to the Underwriters.

          (a)  Periodic  Reports,  etc.  For a period  of three  years  from the
     Execution Date, the Company will furnish to the Underwriters copies of such
     financial  statements and other periodic and special reports as the Company
     from  time to time  furnishes  generally  to  holders  of any  class of its
     securities  and also promptly  furnish to the  Underwriters:  (i) a copy of
     each periodic report the Company has filed with the Commission; (ii) a copy

                                       25
<PAGE>

     of each Form 8-K  prepared  and filed by the  Company;  and (iii) a copy of
     each registration  statement filed by the Company under the Securities Act,
     provided that  documents  filed with the  Commission  pursuant to its EDGAR
     system shall be deemed to have been delivered to the Underwriters  pursuant
     to this Section.

          (b) General  Expenses  Related to the  Offering.  The  Company  hereby
     agrees to pay on each of the Closing Date and each Option  Closing Date, if
     any (to the extent not paid on the Closing Date), all expenses  incident to
     the  performance of the  obligations  of the Company under this  Agreement,
     including,  but not  limited  to:  (a) all  filing  fees and  communication
     expenses  relating to the  registration of the Securities to be sold in the
     Offering  (including the Option  Securities)  with the Commission;  (b) all
     FINRA Public  Offering System filing fees associated with the review of the
     Offering  by FINRA;  (c) all fees and  expenses  relating to the listing of
     such Closing Shares, Option Shares and Warrant Shares on the Trading Market
     and such  other  stock  exchanges  as the  Company  and the  Representative
     together  determine;  (d) the  costs  of all  mailing  of the  underwriting
     documents (including,  without limitation,  the Underwriting Agreement and,
     if  appropriate,  any  Agreement  Among  Underwriters,   Selected  Dealers'
     Agreement, Underwriters' Questionnaire and Power of Attorney), Registration
     Statements,  Preliminary  Prospectuses,  Prospectuses  and all  amendments,
     supplements and exhibits  thereto in the amount as the  Representative  may
     reasonably  deem  necessary;  (e) the  costs  of  preparing,  printing  and
     delivering certificates representing the Securities;  (f) fees and expenses
     of the Transfer Agent for the Securities  (including,  without  limitation,
     any  fees  required  for  same-day  processing  of any  instruction  letter
     delivered by the Company);  (g) stock transfer  and/or stamp taxes, if any,
     payable  upon  the  transfer  of   securities   from  the  Company  to  the
     Underwriters;  (h) the fees and expenses of the Company's accountants;  (i)
     the fees and expenses of the  Company's  legal counsel and other agents and
     representatives;  and (j) the Underwriters' actual "road show" expenses for
     the Offering. The Underwriters may also deduct from the net proceeds of the
     Offering  payable to the Company on the Closing Date or each Option Closing
     Date,  if any,  the  expenses set forth herein to be paid by the Company to
     the Underwriters.

     4.7  Application  of Net Proceeds.  The Company will apply the net proceeds
from the Offering  received by it in a manner  consistent  with the  application
described under the caption "Use Of Proceeds" in the Prospectus.

     4.8 Delivery of Earnings  Statements to Security Holders.  The Company will
make generally available to its security holders as soon as practicable, but not
later than the first day of the  fifteenth  full  calendar  month  following the
Execution  Date,  an  earnings   statement  (which  need  not  be  certified  by
independent  public or independent  certified public accountants unless required
by the Securities Act or the rules and regulations under the Securities Act, but
which shall  satisfy the  provisions  of Rule 158(a) under  Section 11(a) of the
Securities  Act)  covering  a  period  of at  least  twelve  consecutive  months
beginning  after the  Execution  Date.  Such earnings  statement  filed with the
Commission  pursuant  to its  EDGAR  system  shall be  deemed  to have been made
available to the security holders pursuant to this Section.

     4.9 Stabilization.  Neither the Company, nor, to its knowledge,  any of its
employees, directors or shareholders (without the consent of the Representative)
has taken or will take,  directly or indirectly,  any action designed to or that
has  constituted  or that might  reasonably  be  expected to cause or result in,

                                       26
<PAGE>

under the Exchange Act, or otherwise, stabilization or manipulation of the price
of any  security  of the  Company  to  facilitate  the  sale  or  resale  of the
Securities.

     4.10  Internal  Controls.  The Company  will  maintain a system of internal
accounting  controls  sufficient  to provide  reasonable  assurances  that:  (i)
transactions  are executed in accordance with  management's  general or specific
authorization;  (ii)  transactions  are recorded as necessary in order to permit
preparation  of financial  statements  in  accordance  with GAAP and to maintain
accountability  for  assets;  (iii)  access  to  assets  is  permitted  only  in
accordance with  management's  general or specific  authorization;  and (iv) the
recorded   accountability  for  assets  is  compared  with  existing  assets  at
reasonable  intervals  and  appropriate  action  is taken  with  respect  to any
differences.

     4.11  Accountants.  For a period of three (3) years following the Execution
Date, the Company shall continue to retain a nationally  recognized  independent
certified public accounting firm. The Underwriters  acknowledge that the Company
Auditor is acceptable to the Underwriters.

     4.12 FINRA.  The Company shall advise the  Underwriters  (who shall make an
appropriate filing with FINRA) if it is aware that any 5% or greater shareholder
of the Company becomes an affiliate or associated person of a FINRA member firm.

     4.13 No  Fiduciary  Duties.  The Company  acknowledges  and agrees that the
Underwriters' responsibility to the Company is solely contractual and commercial
in nature,  based on arms-length  negotiations and that neither the Underwriters
nor their  affiliates  or any Selected  Dealer shall be deemed to be acting in a
fiduciary  capacity,  or otherwise owes any fiduciary duty to the Company or any
of its  affiliates  in connection  with the Offering and the other  transactions
contemplated  by this Agreement.  Notwithstanding  anything in this Agreement to
the contrary,  the Company acknowledges that the Underwriters may have financial
interests in the success of the Offering that are not limited to the  difference
between  the price to the public and the  purchase  price paid to the Company by
the  Underwriters  for the shares and the  Underwriters  have no  obligation  to
disclose,  or account  to the  Company  for,  any of such  additional  financial
interests.  The  Company  hereby  waives and  releases,  to the  fullest  extent
permitted by law, any claims that the Company may have against the  Underwriters
with respect to any breach or alleged breach of fiduciary duty.

     4.14 Warrant  Shares.  If all or any portion of a Warrant is exercised at a
time when there is an effective  registration statement to cover the issuance of
the Warrant  Shares or if the Warrant is exercised  via  cashless  exercise at a
time when such  Warrant  Shares would be eligible for resale under Rule 144 by a
non-affiliate  of the Company,  the Warrant  Shares issued  pursuant to any such
exercise  shall  be  issued  free of all  restrictive  legends.  If at any  time
following  the  date  hereof  the  Registration  Statement  (or  any  subsequent
registration  statement registering the sale or resale of the Warrant Shares) is
not effective or is not otherwise  available for the sale of the Warrant Shares,
the Company shall immediately notify the holders of the Warrants in writing that
such registration  statement is not then effective and thereafter shall promptly
notify such holders  when the  registration  statement  is  effective  again and
available  for the sale of the Warrant  Shares (it being  understood  and agreed

                                       27
<PAGE>

that the foregoing  shall not limit the ability of the Company to issue,  or any
holder thereof to sell, any of the Warrant Shares in compliance  with applicable
federal and state securities laws).

     4.15 Board  Composition  and Board  Designations.  The Company shall ensure
that:  (i) the  qualifications  of the persons  serving as board members and the
overall composition of the Board of Directors comply with the Sarbanes-Oxley Act
of 2002 and the rules promulgated  thereunder and with the listing  requirements
of the Trading Market and (ii) if  applicable,  at least one member of the Board
of Directors qualifies as a "financial expert" as such term is defined under the
Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder.

     4.16  Securities  Laws  Disclosure;   Publicity.  At  the  request  of  the
Representative,  at 9:00 a.m. Eastern time on the date hereof, the Company shall
issue a press release disclosing the material terms of the Offering. The Company
and the Representative  shall consult with each other in issuing any other press
releases  with  respect  to the  Offering,  and  neither  the  Company  nor  any
Underwriter  shall  issue any such press  release  nor  otherwise  make any such
public statement  without the prior consent of the Company,  with respect to any
press  release  of such  Underwriter,  or  without  the  prior  consent  of such
Underwriter,  with respect to any press  release of the Company,  which  consent
shall not  unreasonably  be withheld or delayed,  except if such  disclosure  is
required by law, in which case the disclosing  party shall promptly  provide the
other party with prior notice of such public statement or communication.

     4.17  Shareholder  Rights  Plan.  No claim will be made or  enforced by the
Company  or,  with the  consent  of the  Company,  any  other  Person,  that any
Underwriter of the  Securities is an "Acquiring  Person" under any control share
acquisition, business combination, poison pill (including any distribution under
a rights  agreement) or similar  anti-takeover  plan or arrangement in effect or
hereafter adopted by the Company, or that any Underwriter of Securities could be
deemed to trigger the provisions of any such plan or  arrangement,  by virtue of
receiving Securities.

     4.18  Reservation of Common Stock.  As of the date hereof,  the Company has
reserved  and the Company  shall  continue to reserve and keep  available at all
times, free of preemptive  rights, a sufficient number of shares of Common Stock
for the purpose of enabling the Company to issue Option  Shares  pursuant to the
Over-Allotment  Option  and  Warrant  Shares  pursuant  to any  exercise  of the
Warrants.

     4.19  Listing  of Common  Stock.  For a period of three (3) years  from the
Execution Date, the Company hereby agrees to use commercially reasonable efforts
to maintain the listing or  quotation of the Common Stock on the Trading  Market
on which it is currently listed and,  concurrently with the Closing, the Company
shall  apply to list or quote  all of the  Closing  Shares,  Option  Shares  and
Warrant  Shares on such  Trading  Market  and  promptly  secure  the  listing or
quotation of all of the Closing Shares, Option Shares and Warrant Shares on such
Trading Market.  The Company further agrees that, if the Company applies to have
the Common  Stock  listed or quoted on any other  Trading  Market,  it will then
include in such application all of the Closing Shares, Option Shares and Warrant
Shares,  and will take such  other  action as is  necessary  to cause all of the
Closing Shares,  Option Shares and Warrant Shares to be listed or quoted on such
other Trading Market as promptly as possible.

                                       28
<PAGE>

     4.20 Subsequent  Equity Sales. From the date hereof until 60 days following
the Closing Date, neither the Company nor any Subsidiary shall issue, enter into
any  agreement  to issue or announce  the  issuance or proposed  issuance of any
shares of Common Stock or Common Stock  Equivalents,  provided that this Section
4.20  shall  not apply in  respect  of an  Exempt  Issuance  and shall not apply
commencing  on the date  after the VWAP  equals or  exceeds  $4.00  (subject  to
adjustment  for reverse and forward  stock splits,  recapitalizations  and other
similar transactions after the date hereof) on 5 consecutive Trading Days.

     4.21 Research Independence. In addition, the Company acknowledges that each
Underwriter's  research analysts and research departments,  if any, are required
to be independent from their  respective  investment  banking  divisions and are
subject  to  certain   regulations   and  internal   policies,   and  that  such
Underwriter's  research  analysts  may hold and make  statements  or  investment
recommendations  and/or  publish  research  reports  with respect to the Company
and/or the offering that differ from the views of its  investment  bankers.  The
Company  acknowledges that the  Representative is a full service securities firm
and as such from time to time, subject to applicable securities laws, may effect
transactions  for its own account or the account of its  customers and hold long
or short position in debt or equity securities of the Company.

     4.22  Certain  Agreements  of the  Underwriters.  The  Underwriters  hereby
represent and agree that:

     (a) They have not used,  authorized use of,  referred to or participated in
the  planning  for use of,  and  will  not use,  authorize  use of,  refer to or
participate  in the  planning  for use of,  any "free  writing  prospectus",  as
defined in Rule 405 under the  Securities  Act (which term  includes  use of any
written  information  furnished  to  the  Commission  by  the  Company  and  not
incorporated by reference into the Registration  Statement and any press release
issued by the Company) other than (i) a free writing prospectus that contains no
"issuer  information"  (as defined in Rule 433(h)(2)  under the Securities  Act)
that was not included  (including  through  incorporation  by  reference) in the
Preliminary Prospectus or a previously filed issuer free writing prospectus,  as
defined in Rule 433 of the rules and  regulations  under the Securities  Act, or
(ii) any Permitted Free Writing  Prospectus  prepared pursuant to Section 4.2(d)
above (including any electronic road show), or (iii) any free writing prospectus
prepared  by an  Underwriter  and  approved by the Company in advance in writing
(each such free  writing  prospectus  referred  to in clauses  (i) or (iii),  an
"Underwriter Free Writing Prospectus");

     (b) They have not and will not,  without the prior  written  consent of the
Company,  use any free writing  prospectus  that contains the final terms of the
Securities  unless such terms have  previously  been  included in a free writing
prospectus  filed with the Commission,  provided that the Underwriters may use a
term sheet  substantially  in the form of Annex A hereto  without the consent of
the Company;  provided,  further,  that the  Underwriters  using such term sheet
shall notify the Company,  and provide a copy of such term sheet to the Company,
prior to, or substantially  concurrently with, the first use of such term sheet;
and

     (c) They are not subject to any pending  proceeding under Section 8A of the
Securities  Act with  respect  to the  Offering  (and will  promptly  notify the
Company if any such proceeding  against them is initiated during the period when
the  Prospectus  is required to be  delivered  under the  Securities  Act or the
Exchange Act).

                                       29
<PAGE>

                                   ARTICLE V.
                             DEFAULT BY UNDERWRITERS

     If, on the Closing Date or any Option  Closing  Date of the  Over-Allotment
Option,  if any, any Underwriter  shall fail to purchase and pay for the portion
of the Closing Securities or Option  Securities,  as the case may be, which such
Underwriter  has agreed to purchase and pay for on such date  (otherwise than by
reason of any default on the part of the Company), the Representative, or if the
Representative is the defaulting Underwriter,  the non-defaulting  Underwriters,
shall use their  commercially  reasonable  efforts  to  procure  within 36 hours
thereafter  one or more of the other  Underwriters,  or any others,  to purchase
from the Company such amounts as may be agreed upon and upon the terms set forth
herein, the Closing  Securities or Option Securities,  as the case may be, which
the defaulting Underwriter or Underwriters failed to purchase. If during such 36
hours the Representative shall not have procured such other Underwriters, or any
others, to purchase the Closing Securities or Option Securities, as the case may
be, agreed to be purchased by the defaulting  Underwriter or Underwriters,  then
(a) if the aggregate number of Closing Securities or Option  Securities,  as the
case may be, with respect to which such default  shall occur does not exceed 10%
of the Closing  Securities  or Option  Securities,  as the case may be,  covered
hereby, the other Underwriters shall be obligated,  severally,  in proportion to
the respective numbers of Closing  Securities or Option Securities,  as the case
may be, which they are obligated to purchase hereunder,  to purchase the Closing
Securities  or Option  Securities,  as the case may be,  which  such  defaulting
Underwriter or Underwriters  failed to purchase,  or (b) if the aggregate number
of Closing Securities or Option Securities,  as the case may be, with respect to
which such default shall occur  exceeds 10% of the Closing  Securities or Option
Securities,   as  the  case  may  be,  covered   hereby,   the  Company  or  the
Representative will have the right to terminate this Agreement without liability
on the part of the non-defaulting  Underwriters or of the Company, except to the
extent  provided  in  Article  VI  hereof.  In the  event  of a  default  by any
Underwriter  or  Underwriters,  as set forth in this  Article V, the  applicable
Closing Date may be postponed for such period,  not exceeding seven (7) days, as
the Representative,  or if the Representative is the defaulting Underwriter, the
non-defaulting Underwriters, may determine in order that the required changes in
the Prospectus or in any other  documents or arrangements  may be effected.  The
term "Underwriter" includes any Person substituted for a defaulting Underwriter.
Any action taken under this Section shall not relieve any defaulting Underwriter
from  liability  in  respect  of any  default  of such  Underwriter  under  this
Agreement.

                                  ARTICLE VI.
                                 INDEMNIFICATION

     6.1  Indemnification  of the  Underwriters.  Subject to the  conditions set
forth below, the Company agrees to indemnify and hold harmless the Underwriters,
and each dealer selected by each Underwriter that  participates in the offer and
sale of the Securities  (each a "Selected  Dealer") and each of their respective
directors,  officers and  employees  and each person,  if any, who controls such
Underwriter or any Selected Dealer ("Controlling  Person") within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act,  against any
and all loss, liability, claim, damage and expense whatsoever (including but not
limited  to  any  and  all  legal  or  other  expenses  reasonably  incurred  in
investigating,  preparing  or  defending  against any  litigation,  commenced or
threatened,  or any claim whatsoever,  whether arising out of any action between

                                       30
<PAGE>

such Underwriter and the Company or between such Underwriter and any third party
or  otherwise)  to  which  they or any of them  may  become  subject  under  the
Securities  Act,  the  Exchange  Act or any other  statute  or at common  law or
otherwise or under the laws of foreign  countries,  arising out of or based upon
any untrue statement or alleged untrue statement of a material fact contained in
(i) any  Preliminary  Prospectus,  if any,  the  Registration  Statement  or the
Prospectus (as from time to time each may be amended and supplemented);  or (ii)
any materials or information  provided to investors by, or with the approval of,
the Company in connection  with the marketing of the offering of the Securities,
including  any "road show" or investor  presentations  made to  investors by the
Company  (whether  in person or  electronically)  (collectively,  the "Road Show
Materials");  or the omission or alleged  omission  therefrom of a material fact
required to be stated  therein or necessary to make the statements  therein,  in
the light of the  circumstances  under  which  they were made,  not  misleading,
unless such  statement or omission was made in reliance  upon and in  conformity
with written information  furnished to the Company by any Underwriter  expressly
for use in any Preliminary  Prospectus,  if any, the  Registration  Statement or
Prospectus,  or  any  amendment  or  supplement  thereof,  or in any  Road  Show
Materials,  as the case may be. With respect to any untrue statement or omission
or alleged untrue statement or omission made in the Preliminary  Prospectus,  if
any, the  indemnity  agreement  contained in this Section 6.1 shall not inure to
the benefit of an  Underwriter  to the extent that any loss,  liability,  claim,
damage or expense of such  Underwriter  results from the fact that a copy of the
Prospectus  was not  given  or sent  to the  Person  asserting  any  such  loss,
liability,  claim or damage at or prior to the written  confirmation  of sale of
the  Securities to such Person as required by the  Securities  Act and the rules
and  regulations  thereunder,  and if the untrue  statement or omission has been
corrected in the Prospectus, unless such failure to deliver the Prospectus was a
result  of  non-compliance  by the  Company  with  its  obligations  under  this
Agreement.  The  Company  agrees  promptly  to notify  each  Underwriter  of the
commencement of any litigation or proceedings  against the Company or any of its
officers, directors or Controlling Persons in connection with the issue and sale
of  the  Securities  or  in  connection  with  the  Registration   Statement  or
Prospectus.

     6.2 Procedure. If any action is brought against an Underwriter,  a Selected
Dealer or a  Controlling  Person in  respect  of which  indemnity  may be sought
against the Company  pursuant to Section 6.1,  such  Underwriter,  such Selected
Dealer or  Controlling  Person,  as the case may be, shall  promptly  notify the
Company in writing  of the  institution  of such  action and the  Company  shall
assume the defense of such action,  including the employment and fees of counsel
(subject to the reasonable approval of such Underwriter or such Selected Dealer,
as the case may be) and  payment  of actual  expenses.  Such  Underwriter,  such
Selected  Dealer or  Controlling  Person  shall  have the right to employ its or
their own counsel in any such case,  but the fees and  expenses of such  counsel
shall be at the expense of such Underwriter, such Selected Dealer or Controlling
Person  unless (i) the  employment of such counsel at the expense of the Company
shall have been  authorized  in writing by the  Company in  connection  with the

                                       31
<PAGE>

defense of such action,  or (ii) the Company shall not have employed  counsel to
have charge of the defense of such action,  or (iii) such  indemnified  party or
parties shall have reasonably  concluded that there may be defenses available to
it or them which are  different  from or  additional  to those  available to the
Company  (in which  case the  Company  shall  not have the  right to direct  the
defense of such action on behalf of the indemnified party or parties), in any of
which events the  reasonable  fees and expenses of not more than one  additional
firm of attorneys  selected by such  Underwriter (in addition to local counsel),
Selected Dealer and/or Controlling  Person,  taken together as a group, shall be
borne by the  Company.  In no event  shall the  Company  be liable  for fees and
expenses of more than one firm of attorneys (in additional to any local counsel)
separate from its own counsel for all indemnified parties in connection with any
one action or separate but similar or related  actions in the same  jurisdiction
arising out of the same general  allegations or  circumstances.  Notwithstanding
anything to the contrary  contained herein, if any Underwriter,  Selected Dealer
or Controlling Person shall assume the defense of such action as provided above,
the Company shall have the right to approve the terms of any  settlement of such
action which approval shall not be unreasonably withheld.

     6.3  Indemnification  of the Company.  Each  Underwriter  severally and not
jointly  agrees to  indemnify  and hold  harmless the  Company,  its  directors,
officers and employees and agents who control the Company  within the meaning of
Section 15 of the  Securities  Act or Section 20 of the Exchange Act against any
and all loss,  liability,  claim,  damage and expense described in the foregoing
indemnity  from the  Company to such  Underwriter,  as  incurred,  but only with
respect to untrue  statements  or  omissions,  or alleged  untrue  statements or
omissions made in any Preliminary Prospectus, if any, the Registration Statement
or  Prospectus  or any  amendment  or  supplement  thereto  or in any Road  Show
Materials,  in reliance upon, and in strict conformity with, written information
furnished  to the Company with  respect to such  Underwriter  by or on behalf of
such Underwriter expressly for use in such Preliminary  Prospectus,  if any, the
Registration  Statement or Prospectus or any amendment or supplement  thereto or
in any such Road Show Materials. In case any action shall be brought against the
Company or any other Person so indemnified based on any Preliminary  Prospectus,
if any, the Registration  Statement or Prospectus or any amendment or supplement
thereto or any Road Show  Materials,  and in respect of which  indemnity  may be
sought  against such  Underwriter,  such  Underwriter  shall have the rights and
duties  given  to the  Company,  and  the  Company  and  each  other  Person  so
indemnified  shall have the rights and duties given to such  Underwriter  by the
provisions of this Article VI.  Notwithstanding  the  provisions of this Section
6.3, no Underwriter shall be required to indemnify the Company for any amount in
excess  of  the  underwriting   discounts  and  commissions  applicable  to  the
Securities purchased by such Underwriter.  The Underwriters' obligations in this
Section  6.3 to  indemnify  the  Company  are  several  in  proportion  to their
respective underwriting obligations and not joint.



     6.4 Contribution.

          (a)  Contribution  Rights.  In order to provide for just and equitable
     contribution  under the  Securities Act in any case in which (i) any Person
     entitled  to  indemnification  under  this  Article  VI  makes a claim  for
     indemnification  pursuant  hereto but it is judicially  determined  (by the
     entry of a final  judgment or decree by a court of  competent  jurisdiction
     and the  expiration  of time to appeal or the  denial of the last  right of
     appeal)  that  such  indemnification  may  not be  enforced  in  such  case
     notwithstanding  the fact that this Article VI provides for indemnification
     in such case, or (ii)  contribution  under the Securities Act, the Exchange
     Act or  otherwise  may be  required  on the  part  of any  such  Person  in
     circumstances for which  indemnification is provided under this Article VI,
     then,  and in each such case, the Company and each  Underwriter,  severally
     and not jointly,  shall  contribute to the aggregate  losses,  liabilities,
     claims,  damages and expenses of the nature  contemplated by said indemnity

                                       32
<PAGE>

     agreement  incurred by the Company and such  Underwriter,  as incurred,  in
     such  proportions  that such  Underwriter is  responsible  for that portion
     represented by the percentage that the underwriting  discount  appearing on
     the  cover  page of the  Prospectus  bears to the  initial  offering  price
     appearing thereon and the Company is responsible for the balance,  provided
     that no Person guilty of a fraudulent misrepresentation (within the meaning
     of Section 11(f) of the Securities  Act) shall be entitled to  contribution
     from any Person who was not  guilty of such  fraudulent  misrepresentation.
     For purposes of this Section,  each director,  officer and employee of such
     Underwriter  or the Company,  as applicable,  and each Person,  if any, who
     controls such Underwriter or the Company, as applicable, within the meaning
     of  Section  15 of the  Securities  Act  shall  have  the  same  rights  to
     contribution   as  such   Underwriter   or  the  Company,   as  applicable.
     Notwithstanding the provisions of this Section 6.4, no Underwriter shall be
     required to contribute any amount in excess of the  underwriting  discounts
     and commissions applicable to the Securities purchased by such Underwriter.
     The Underwriters' obligations in this Section 6.4 to contribute are several
     in proportion to their respective underwriting obligations and not joint.

          (b) Contribution Procedure.  Within fifteen (15) days after receipt by
     any  party to this  Agreement  (or its  representative)  of  notice  of the
     commencement of any action, suit or Proceeding, such party will, if a claim
     for  contribution  in respect  thereof is to be made against  another party
     ("Contributing  Party"),  notify the Contributing Party of the commencement
     thereof,  but the  failure  to so notify  the  Contributing  Party will not
     relieve it from any  liability  which it may have to any other  party other
     than  for  contribution  hereunder.  In  case  any  such  action,  suit  or
     Proceeding  is  brought  against  any  party,  and such  party  notifies  a
     Contributing Party or its representative of the commencement thereof within
     the aforesaid fifteen (15) days, the Contributing Party will be entitled to
     participate  therein with the  notifying  party and any other  Contributing
     Party similarly  notified.  Any such Contributing Party shall not be liable
     to any party  seeking  contribution  on  account of any  settlement  of any
     claim,  action or proceeding  affected by such party  seeking  contribution
     without the written consent of such  Contributing  Party.  The contribution
     provisions contained in this Section 6.4 are intended to supersede,  to the
     extent  permitted by law, any right to  contribution  under the  Securities
     Act, the Exchange Act or otherwise available.

                                  ARTICLE VII.
                                  MISCELLANEOUS

     7.1 Termination.

          (a)  Termination  Right.  The  Representative  shall have the right to
     terminate  this Agreement at any time prior to any Closing Date, (i) if any
     domestic  or  international  event  or act  or  occurrence  has  materially
     disrupted,  or in its  opinion  will  in the  immediate  future  materially
     disrupt,  general  securities  markets  in the  United  States,  or (ii) if
     trading on any  Trading  Market  shall have been  suspended  or  materially
     limited, or minimum or maximum prices for trading shall have been fixed, or
     maximum ranges for prices for securities  shall have been required by FINRA
     or by order of the  Commission  or any other  government  authority  having
     jurisdiction, or (iii) if the United States shall have become involved in a
     new  war  or an  increase  in  major  hostilities,  or  (iv)  if a  banking

                                       33
<PAGE>

     moratorium has been declared by a New York State or federal  authority,  or
     (v) if a moratorium on foreign  exchange  trading has been  declared  which
     materially  adversely impacts the United States securities markets, or (vi)
     if the  Company  shall  have  sustained  a  material  loss by fire,  flood,
     accident,  hurricane,  earthquake,  theft,  sabotage  or other  calamity or
     malicious  act which,  whether  or not such loss  shall have been  insured,
     which will, in the Representative's opinion, make it inadvisable to proceed
     with the delivery of the Securities, or (vii) if the Company is in material
     breach of any of its representations, warranties or covenants hereunder, or
     (viii) if the Representative  shall have become aware after the date hereof
     of such a material  adverse  change in the  conditions  or prospects of the
     Company,  or such adverse material change in general market conditions,  as
     in the  Representative's  judgment would make it  impracticable  to proceed
     with the  offering,  sale and/or  delivery of the  Securities or to enforce
     contracts made by the Underwriters for the sale of the Securities.

          (b) Expenses. In the event this Agreement shall be terminated pursuant
     to Section  7.1(a),  within  the time  specified  herein or any  extensions
     thereof pursuant to the terms herein, the Company shall be obligated to pay
     to the  Representative  its actual and  accountable  out of pocket expenses
     related  to the  transactions  contemplated  herein  then  due and  payable
     (including the fees and disbursements of EGS) up to $25,000.

          (c) Indemnification.  Notwithstanding any contrary provision contained
     in this  Agreement,  any  election  hereunder  or any  termination  of this
     Agreement,  and whether or not this Agreement is otherwise carried out, the
     provisions  of Article VI shall not be in any way effected by such election
     or  termination  or failure to carry out the terms of this Agreement or any
     part hereof.

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

     7.3  Notices.  Any and all notices or other  communications  or  deliveries
required or permitted to be provided  hereunder shall be in writing and shall be
deemed given and effective on the earliest of: (a) the date of transmission,  if
such notice or  communication is delivered via facsimile at the facsimile number
set forth on the signature  pages attached  hereto at or prior to 5:30 p.m. (New
York City time) on a Trading  Day,  (b) the next  Trading  Day after the date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile  number set forth on the signature pages attached hereto on a day that
is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading
Day, (c) the second (2nd) Trading Day following the date of mailing,  if sent by
U.S. nationally  recognized overnight courier service or (d) upon actual receipt
by the party to whom such notice is  required to be given.  The address for such
notices and communications shall be as set forth on the signature pages attached
hereto.

     7.4  Amendments;  Waivers.  No provision of this  Agreement  may be waived,
modified,  supplemented or amended except in a written instrument signed, in the
case of an amendment,  by the Company and the  Representative.  No waiver of any
default  with  respect  to any  provision,  condition  or  requirement  of  this

                                       34
<PAGE>

Agreement shall be deemed to be a continuing waiver in the future or a waiver of
any  subsequent  default  or a  waiver  of any  other  provision,  condition  or
requirement hereof, nor shall any delay or omission of any party to exercise any
right hereunder in any manner impair the exercise of any such right.

     7.5  Headings.  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.

     7.6 Successors and Assigns.  This Agreement shall be binding upon and inure
to the benefit of the parties and their successors and permitted assigns.

     7.7 Governing  Law. All questions  concerning the  construction,  validity,
enforcement and interpretation of the Transaction Documents shall be governed by
and construed and enforced in accordance  with the internal laws of the State of
New York,  without  regard to the  principles of conflicts of law thereof.  Each
party  agrees  that  all  legal  proceedings   concerning  the  interpretations,
enforcement and defense of the  transactions  contemplated by this Agreement and
any other Transaction  Documents  (whether brought against a party hereto or its
respective affiliates,  directors,  officers,  shareholders,  partners, members,
employees  or agents)  shall be commenced  exclusively  in the state and federal
courts sitting in the City of New York. Each party hereby irrevocably submits to
the exclusive  jurisdiction  of the state and federal courts sitting in the City
of New York,  Borough of Manhattan for the adjudication of any dispute hereunder
or in  connection  herewith  or with  any  transaction  contemplated  hereby  or
discussed  herein  (including  with  respect  to the  enforcement  of any of the
Transaction Documents),  and hereby irrevocably waives, and agrees not to assert
in any action,  suit or proceeding,  any claim that it is not personally subject
to the jurisdiction of any such court,  that such suit,  action or proceeding is
improper or is an  inconvenient  venue for such  proceeding.  Each party  hereby
irrevocably  waives  personal  service of process and consents to process  being
served in any such suit,  action or  proceeding  by mailing a copy  thereof  via
registered or certified  mail or overnight  delivery (with evidence of delivery)
to such party at the  address in effect for  notices to it under this  Agreement
and agrees that such service shall  constitute  good and  sufficient  service of
process and notice thereof. Nothing contained herein shall be deemed to limit in
any way any right to serve  process in any other  manner  permitted  by law.  If
either party shall commence an action or proceeding to enforce any provisions of
the Transaction  Documents,  then, in addition to the obligations of the Company
under Article VI, the prevailing party in such action,  suit or proceeding shall
be reimbursed by the other party for its  reasonable  attorneys'  fees and other
costs and expenses incurred with the investigation,  preparation and prosecution
of such action or proceeding.

     7.8 Survival.  The  representations  and warranties  contained herein shall
survive the  Closing and the Option  Closing,  if any,  and the  delivery of the
Securities.

     7.9 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 each other  party,  it being  understood  that the parties need not
sign the same  counterpart.  In the event that any  signature  is  delivered  by
facsimile  transmission or by e-mail delivery of a ".pdf" format data file, such
signature shall create a valid and binding obligation of the party executing (or

                                       35
<PAGE>

on whose behalf such signature is executed) with the same force and effect as if
such facsimile or ".pdf" signature page were an original thereof.

     7.10 Severability.  If any term, provision, covenant or restriction of this
Agreement is held by a court of competent  jurisdiction to be invalid,  illegal,
void or  unenforceable,  the remainder of the terms,  provisions,  covenants and
restrictions set forth herein shall remain in full force and effect and shall in
no way be affected,  impaired or  invalidated,  and the parties hereto shall use
commercially  reasonable  efforts  to find and  employ an  alternative  means to
achieve the same or substantially  the same result as that  contemplated by such
term, provision,  covenant or restriction.  It is hereby stipulated and declared
to be the  intention of the parties that they would have  executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

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

     7.12 Saturdays,  Sundays,  Holidays,  etc. If the last or appointed day for
the  taking of any action or the  expiration  of any right  required  or granted
herein shall not be a Business  Day, then such action may be taken or such right
may be exercised on the next succeeding Business Day.

     7.13  Construction.  The  parties  agree  that  each of them  and/or  their
respective   counsel  have  reviewed  and  had  an  opportunity  to  revise  the
Transaction  Documents and,  therefore,  the normal rule of  construction to the
effect that any ambiguities are to be resolved  against the drafting party shall
not be  employed  in the  interpretation  of the  Transaction  Documents  or any
amendments  thereto.  In addition,  each and every reference to share prices and
shares  of  Common  Stock  in any  Transaction  Document  shall  be  subject  to
adjustment  for  reverse  and  forward  stock  splits,  stock  dividends,  stock
combinations and other similar transactions of the Common Stock that occur after
the date of this Agreement.

     7.14  WAIVER OF JURY TRIAL.  IN ANY  ACTION,  SUIT,  OR  PROCEEDING  IN ANY
JURISDICTION  BROUGHT BY ANY PARTY  AGAINST  ANY OTHER  PARTY  ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS  CONTEMPLATED HEREBY, THE PARTIES
EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE
LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVE FOREVER
ANY RIGHT TO TRIAL BY JURY.


                            (Signature Pages Follow)

                                       36
<PAGE>

     If the  foregoing  correctly  sets  forth  the  understanding  between  the
Underwriters and the Company, please so indicate in the space provided below for
that purpose,  whereupon this letter shall constitute a binding  agreement among
the Company and the several Underwriters in accordance with its terms.

                              Very truly yours,


                              CEL-SCI CORPORATION

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

Address for Notice:
8229 Boone Boulevard, Suite 802
Vienna, Virginia 22182
Attention: Geert Kersten
Facsimile: (703) 506-9471

Copy to:
Hart & Hart LLC
1624 Washington Street
Denver, Colorado 80203
Attention: William T. Hart

Accepted on the date first above written.

CHARDAN CAPITAL MARKETS, LLC
As the Representative of the several
Underwriters listed on Schedule I

By: /s/ Jonas Grossman
----------------------------
   Name: Jonas Grossman
   Title:   Managing Partner

Address for Notice:
17 State Street, Suite 1600
New York, New York 10004
Attention: Kerry Propper
Facsimile: (646) 465-9039

Copy to:
Ellenoff Grossman & Schole LLP
150 East 42nd Street
New York, New York 10017
Attention: Robert F. Charron

Cel-Sci Underwriting Agree FINAL 10-8-13

                                       37
<PAGE>

                                   SCHEDULE I

                            SCHEDULE OF UNDERWRITERS



                                                                      Closing
Underwriter                 Closing Shares    Closing Warrants    Purchase Price
-----------                 --------------    ----------------    --------------
Chardan Capital Markets, LLC  16,043,478         16,043,478       $14,759,999.76

Laidlaw & Company (UK) Ltd.    1,782,609          1,782,609       $ 1,640,000.28

   Total:                     17,826,087         17,826,087       $16,400,000.04


<PAGE>

                               CEL-SCI CORPORATION

                             UNDERWRITERS' AGREEMENT

                                    SCHEDULES



Schedule          3.1(h): If CEL-SCI were to sell any additional shares of
                  common stock below $3.00, it will have to issue more shares to
                  Eastern Biotech (EB) to make the investment price on EB's $1 m
                  investment equal to the lower purchase price, and CEL-SCI will
                  have to lower the current warrant exercise price issued to
                  Eastern Biotech and Rockmore Investment Master Fund Ltd. and
                  issue additional warrants to reflect the lower purchase price.



Schedule 3.1(m)   See Schedule 3.1(w) below.


Schedule 3.1(t):  None



Schedule          3.1(w): The Company received a noncompliance notice with
                  listing requirements on July 18, 2013 from the NYSE MKT
                  exchange. Based on the Company's quarterly report on Form 10-Q
                  for the period ended March 31, 2013, noncompliance was noted
                  with respect to the requirement of Section 1003(a)(iv) of the
                  Company Guide for NYSE MKT. The Company was afforded the
                  opportunity to submit a plan to regain compliance, and on
                  August 19, 2013 the Company submitted its plan to the
                  Exchange. On August 30, 2013, the Exchange notified the
                  Company that it accepted the Company's plan of compliance and
                  granted the Company an extension until September 30, 2013 to
                  regain compliance with the continued listing standards. On
                  October 3, 2013, the NYSE MKT granted the Company an extension
                  until October 31, 2013 to regain compliance with the
                  Exchange's continued listing standards. The Company will be
                  subject to periodic review during the extension period.
                  Failure to make progress consistent with the plan or to regain
                  compliance with the continued listing standards by the end of
                  the extension period could result in the Company being
                  delisted from the NYSE MKT.

<PAGE>

                                                                  EXHIBIT A

                          COMMON STOCK PURCHASE WARRANT

                               CEL-SCI CORPORATION

Warrant Shares: _____                   Initial Exercise Date: October ___, 2013

     THIS COMMON STOCK  PURCHASE  WARRANT (the  "Warrant")  certifies  that, for
value received,  _____________  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 the date hereof  (the  "Initial
Exercise  Date") and on or prior to the close of  business  on the five (5) year
anniversary  of the  Initial  Exercise  Date (the  "Termination  Date")  but not
thereafter,  to subscribe for and purchase from CEL-SCI Corporation,  a Colorado
corporation  (the  "Company"),  up to ______  shares (as  subject to  adjustment
hereunder,  the "Warrant  Shares") of Common  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.  In addition to the terms defined elsewhere in this
Warrant, the following terms have the meanings indicated in this Section 1:

            "Affiliate" means any Person that, directly or indirectly through
      one or more intermediaries, controls or is controlled by or is under
      common control with a Person, as such terms are used in and construed
      under Rule 405 under the Securities Act.

            "Board of Directors" means the board of directors of the Company.

            "Business Day" means any day except any Saturday, any Sunday, any
      day which is a federal legal holiday in the United States or any day on
      which banking institutions in the State of New York are authorized or
      required by law or other governmental action to close.

            "Commission" means the United States Securities and Exchange
      Commission.

            "Common Stock" means the common stock of the Company, par value
      $0.01 per share, and any other class of securities into which such
      securities may hereafter be reclassified or changed.

            "Common Stock Equivalents" means any securities of the Company or
      the Subsidiaries which would entitle the holder thereof to acquire at any
      time Common Stock, including, without limitation, any debt, preferred
      stock, right, option, warrant or other instrument that is at any time
      convertible into or exercisable or exchangeable for, or otherwise entitles
      the holder thereof to receive, Common Stock.

            "Exchange Act" means the Securities Exchange Act of 1934, as
      amended, and the rules and regulations promulgated thereunder.

                                       1
<PAGE>

            "Liens" means a lien, charge pledge, security interest, encumbrance,
      right of first refusal, preemptive right or other restriction.

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

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

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

            "Securities Act" means the Securities Act of 1933, as amended, and
      the rules and regulations promulgated thereunder.

            "Subsidiary" means any subsidiary of the Company and shall, where
      applicable, also include any direct or indirect subsidiary of the Company
      formed or acquired after the date hereof.

            "Trading Day" means a day on which the Common Stock is traded on a
      Trading Market.

            "Trading Market" means any of the following markets or exchanges on
      which the Common Stock is listed or quoted for trading on the date in
      question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global
      Market, the Nasdaq Global Select Market, the New York Stock Exchange or
      the OTC Bulletin Board (or any successors to any of the foregoing).

            "Transfer Agent" means Computershare Investor Services, the current
      transfer agent of the Company, with a mailing address of 350 Indiana
      Street, Suite 800 Golden, Colorado 80401 and a facsimile number of (303)
      262-0700, and any successor transfer agent of the Company.

            "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

                                       2
<PAGE>

      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
      Holder and reasonably acceptable to the Company, the fees and expenses of
      which shall be paid by the Company.

      Section 2.     Exercise.


     a) Exercise of the 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 in the form  annexed  hereto.  Within  three (3) Trading Days
following  the date of  exercise  as  aforesaid,  the Holder  shall  deliver the
aggregate  Exercise Price for the shares  specified in the applicable  Notice of
Exercise by wire  transfer  or  cashier's  check  drawn on a United  States bank
unless the  cashless  exercise  procedure  specified  in  Section  2(c) below is
specified  in the  applicable  Notice of  Exercise.  No  ink-original  Notice of
Exercise shall be required,  nor shall any medallion guarantee (or other type of
guarantee  or  notarization)  of  any  Notice  of  Exercise  form  be  required.
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  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  within one (1) Business Day of receipt of such notice.  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 $1.25,  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

                                       3
<PAGE>

means of a "cashless  exercise" in which the Holder shall be entitled to receive
a 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.

     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).

          d)   Mechanics of Exercise.

                    i.  Delivery of Warrant  Shares Upon  Exercise.  The Company
               shall use best  efforts  to cause the  Warrant  Shares  purchased
               hereunder to be  transmitted  by the Transfer Agent to the Holder
               by crediting  the account of the  Holder's  prime broker with The
               Depository  Trust  Company  through its Deposit or  Withdrawal at
               Custodian system ("DWAC") if the Company is then a participant in
               such  system and either  (A) there is an  effective  registration
               statement  permitting  the  issuance of the Warrant  Shares to or
               resale of the  Warrant  Shares by Holder or (B) this  Warrant  is
               being exercised via cashless exercise,  and otherwise by physical
               delivery to the address  specified by the Holder in the Notice of
               Exercise  by the date that is three (3)  Trading  Days  after the
               latest  of (A) the  delivery  to the  Company  of the  Notice  of
               Exercise and (B)  surrender of this Warrant (if  required)  (such
               date,  the "Warrant  Share  Delivery  Date").  The Warrant Shares
               shall be  deemed  to have been  issued,  and  Holder or any other
               person so  designated to be named therein shall be deemed to have
               become a holder of record of such shares for all purposes,  as of
               the date the  Warrant  has been  exercised,  with  payment to the
               Company  of the  Exercise  Price  (or by  cashless  exercise,  if
               permitted)  and all taxes  required to be paid by the Holder,  if
               any,  pursuant to Section  2(d)(vi) prior to the issuance of such
               shares,  having been paid. If the Company fails for any reason to
               deliver to the Holder the Warrant  Shares  subject to a Notice of
               Exercise by the Warrant Share  Delivery  Date,  the Company shall
               pay to the Holder,  in cash, as  liquidated  damages and not as a
               penalty,  for each  $1,000  of  Warrant  Shares  subject  to such
               exercise  (based on the VWAP of the  Common  Stock on the date of
               the  applicable   Notice  of  Exercise),   $10  per  Trading  Day
               (increasing to $20 per Trading Day on the fifth Trading Day after
               such  liquidated  damages  begin to accrue) for each  Trading Day

                                       4
<PAGE>

               after such Warrant Share  Delivery Date until such Warrant Shares
               are delivered or Holder rescinds such exercise.

                    ii. Delivery of New Warrants Upon Exercise.  If this Warrant
               shall have been  exercised  in part,  the Company  shall,  at the
               request  of  a  Holder  and  upon   surrender   of  this  Warrant
               certificate,  at the  time of  delivery  of the  Warrant  Shares,
               deliver to the Holder a new Warrant  evidencing the rights of the
               Holder to purchase the  unpurchased  Warrant Shares called for by
               this Warrant,  which new Warrant  shall in all other  respects be
               identical with this Warrant.

                    iii.  Rescission  Rights.  If the Company fails to cause the
               Transfer  Agent to  transmit  to the  Holder the  Warrant  Shares
               pursuant to Section  2(d)(i) by the Warrant Share  Delivery Date,
               then the Holder will have the right to rescind such exercise.

                    iv.  Compensation  for Buy-In on  Failure to Timely  Deliver
               Warrant  Shares Upon  Exercise.  In addition to any other  rights
               available  to the  Holder,  if the  Company  fails to  cause  the
               Transfer  Agent to  transmit  to the  Holder the  Warrant  Shares
               pursuant to an exercise on or before the Warrant  Share  Delivery
               Date, and if after such date the Holder is required by its broker
               to purchase (in an open market  transaction  or otherwise) or the
               Holder's  brokerage  firm otherwise  purchases,  shares of Common
               Stock to deliver in  satisfaction  of a sale by the Holder of the
               Warrant Shares which the Holder  anticipated  receiving upon such
               exercise (a "Buy-In"),  then the Company shall (A) pay in cash to
               the Holder the amount,  if any, by which (x) the  Holder's  total
               purchase price (including brokerage commissions,  if any) for the
               shares  of  Common  Stock so  purchased  exceeds  (y) the  amount
               obtained by multiplying (1) the number of Warrant Shares that the
               Company was required to deliver to the Holder in connection  with
               the exercise at issue times (2) the price at which the sell order
               giving rise to such purchase obligation was executed,  and (B) at
               the option of the  Holder,  either  reinstate  the portion of the
               Warrant and  equivalent  number of Warrant  Shares for which such
               exercise  was not honored (in which case such  exercise  shall be
               deemed  rescinded)  or deliver to the Holder the number of shares
               of Common  Stock  that would  have been  issued  had the  Company
               timely  complied  with  its  exercise  and  delivery  obligations
               hereunder.  For  example,  if the Holder  purchases  Common Stock
               having a total  purchase  price of $11,000 to cover a Buy-In with
               respect to an  attempted  exercise of shares of Common Stock with
               an aggregate  sale price giving rise to such purchase  obligation
               of  $10,000,  under  clause  (A)  of  the  immediately  preceding
               sentence the Company shall be required to pay the Holder  $1,000.
               The Holder shall provide the Company  written  notice  indicating
               the  amounts  payable to the Holder in respect of the Buy-In and,
               upon request of the Company, evidence of the amount of such loss.
               Nothing  herein shall limit a Holder's  right to pursue any other
               remedies  available  to  it  hereunder,   at  law  or  in  equity

                                       5
<PAGE>

               including,  without limitation,  a decree of specific performance
               and/or injunctive relief with respect to the Company's failure to
               timely  deliver  shares  of Common  Stock  upon  exercise  of the
               Warrant as required pursuant to the terms hereof.

                    v. No Fractional  Shares or Scrip.  No fractional  shares or
               scrip  representing  fractional  shares  shall be issued upon the
               exercise of this Warrant. As to any fraction of a share which the
               Holder  would   otherwise  be  entitled  to  purchase  upon  such
               exercise,  the Company shall, at its election,  either pay a cash
               adjustment  in respect of such final  fraction in an amount equal
               to such fraction  multiplied by the Exercise Price or round up to
               the next whole share.

                    vi. Charges, Taxes and Expenses.  Issuance of Warrant Shares
               shall be made  without  charge  to the  Holder  for any  issue or
               transfer  tax or  other  incidental  expense  in  respect  of the
               issuance of such Warrant Shares,  all of which taxes and expenses
               shall be paid by the Company,  and such  Warrant  Shares shall be
               issued in the name of the  Holder or in such name or names as may
               be directed by the Holder;  provided,  however, that in the event
               Warrant  Shares are to be issued in a name other than the name of
               the Holder,  this Warrant when  surrendered for exercise shall be
               accompanied by the Assignment  Form attached hereto duly executed
               by the  Holder  and  the  Company  may  require,  as a  condition
               thereto,  the payment of a sum sufficient to reimburse it for any
               transfer  tax  incidental  thereto.  The  Company  shall  pay all
               Transfer  Agent fees  required  for  same-day  processing  of any
               Notice of Exercise.

                    vii.  Closing  of  Books.  The  Company  will not  close its
               stockholder  books or records in any manner  which  prevents  the
               timely exercise of this Warrant, pursuant to the terms hereof.

     e) Holder's Exercise Limitations. The Company shall not effect any exercise
of this  Warrant,  and a Holder shall not have the right to exercise any portion
of this Warrant,  pursuant to Section 2 or  otherwise,  to the extent that after
giving effect to such  issuance  after  exercise as set forth on the  applicable
Notice of Exercise,  the Holder (together with the Holder's Affiliates,  and any
other Persons  acting as a group together with the Holder or any of the Holder's
Affiliates),  would  beneficially  own in  excess  of the  Beneficial  Ownership
Limitation  (as defined  below).  For purposes of the  foregoing  sentence,  the
number of  shares  of Common  Stock  beneficially  owned by the  Holder  and its
Affiliates  shall  include the number of shares of Common  Stock  issuable  upon
exercise of this Warrant with respect to which such determination is being made,
but shall  exclude the number of shares of Common  Stock which would be issuable
upon  (i)  exercise  of the  remaining,  nonexercised  portion  of this  Warrant

                                       6
<PAGE>

beneficially  owned by the Holder or any of its  Affiliates and (ii) exercise or
conversion of the unexercised or nonconverted portion of any other securities of
the Company (including,  without limitation, any other Common Stock Equivalents)
subject to a limitation on conversion  or exercise  analogous to the  limitation
contained  herein  beneficially  owned by the  Holder or any of its  Affiliates.
Except as set forth in the  preceding  sentence,  for  purposes of this  Section
2(e),  beneficial ownership shall be calculated in accordance with Section 13(d)
of the Exchange Act and the rules and  regulations  promulgated  thereunder,  it
being  acknowledged  by the Holder that the Company is not  representing  to the
Holder that such calculation is in compliance with Section 13(d) of the Exchange
Act and the Holder is solely  responsible for any schedules required to be filed
in accordance  therewith.  To the extent that the  limitation  contained in this
Section 2(e) applies,  the  determination of whether this Warrant is exercisable
(in  relation  to  other  securities  owned  by the  Holder  together  with  any
Affiliates) and of which portion of this Warrant is exercisable  shall be in the
sole discretion of the Holder,  and the submission of a Notice of Exercise shall
be  deemed  to  be  the  Holder's  determination  of  whether  this  Warrant  is
exercisable (in relation to other  securities  owned by the Holder together with
any  Affiliates)  and of which portion of this Warrant is  exercisable,  in each
case subject to the Beneficial Ownership Limitation,  and the Company shall have
no  obligation  to verify or confirm  the  accuracy  of such  determination.  In
addition,  a determination as to any group status as contemplated above shall be
determined  in  accordance  with Section 13(d) of the Exchange Act and the rules
and regulations  promulgated  thereunder.  For purposes of this Section 2(e), in
determining the number of outstanding  shares of Common Stock, a Holder may rely
on the number of  outstanding  shares of Common  Stock as  reflected  in (A) the
Company's most recent  periodic or annual report filed with the  Commission,  as
the case may be, (B) a more recent public  announcement  by the Company or (C) a
more recent  written  notice by the Company or the Transfer  Agent setting forth
the  number of shares of Common  Stock  outstanding.  Upon the  written  or oral
request of a Holder,  the Company  shall within two Trading Days confirm  orally
and in  writing  to the  Holder  the  number  of shares  of  Common  Stock  then
outstanding. In any case, the number of outstanding shares of Common Stock shall
be determined after giving effect to the conversion or exercise of securities of
the Company,  including this Warrant,  by the Holder or its Affiliates since the
date as of which such number of outstanding shares of Common Stock was reported.
The "Beneficial  Ownership Limitation" shall be 4.99% of the number of shares of
the Common Stock outstanding  immediately after giving effect to the issuance of
shares of Common Stock issuable upon exercise of this Warrant.  The Holder, upon
not less than 61 days' prior notice to the Company, may increase or decrease the
Beneficial Ownership  Limitation  provisions of this Section 2(e), provided that
the Beneficial  Ownership  Limitation in no event exceeds 9.99% of the number of
shares of the Common Stock  outstanding  immediately  after giving effect to the
issuance of shares of Common  Stock upon  exercise of this  Warrant  held by the
Holder and the provisions of this Section 2(e) shall continue to apply. Any such
increase or decrease will not be effective  until the 61st day after such notice
is delivered to the Company. The provisions of this paragraph shall be construed
and implemented in a manner  otherwise than in strict  conformity with the terms
of this Section 2(e) to correct this paragraph (or any portion hereof) which may
be defective or inconsistent with the intended Beneficial  Ownership  Limitation
herein  contained  or to make changes or  supplements  necessary or desirable to
properly  give effect to such  limitation.  The  limitations  contained  in this
paragraph shall apply to a successor holder of this Warrant.

                                       7
<PAGE>

     Section 3.     Certain Adjustments.

     a) Stock  Dividends  and  Splits.  If the  Company,  at any time while this
Warrant  is  outstanding:  (i)  pays a  stock  dividend  or  otherwise  makes  a
distribution or  distributions on shares of its Common Stock or any other equity
or equity equivalent  securities  payable in shares of Common Stock (which,  for
avoidance  of doubt,  shall not include any shares of Common Stock issued by the
Company upon exercise of this Warrant),  (ii) subdivides  outstanding  shares of
Common Stock into a larger number of shares, (iii) combines (including by way of
reverse stock split) outstanding shares of Common Stock into a smaller number of
shares,  or (iv) issues by  reclassification  of shares of the Common  Stock any
shares of capital  stock of the Company,  then in each case the  Exercise  Price
shall be multiplied by a fraction of which the numerator  shall be the number of
shares  of  Common  Stock  (excluding   treasury  shares,  if  any)  outstanding
immediately  before such event and of which the denominator  shall be the number
of shares of Common  Stock  outstanding  immediately  after such event,  and the
number of shares issuable upon exercise of this Warrant shall be proportionately
adjusted  such that the  aggregate  Exercise  Price of this Warrant shall remain
unchanged.  Any  adjustment  made  pursuant to this  Section  3(a) shall  become
effective   immediately   after  the  record  date  for  the   determination  of
stockholders  entitled to receive such dividend or distribution and shall become
effective  immediately  after the effective  date in the case of a  subdivision,
combination or re-classification.

     b) [RESERVED]

     c) Subsequent Rights Offerings.  In addition to any adjustments pursuant to
Section  3(a)  above,  if at any time the  Company  grants,  issues or sells any
Common Stock  Equivalents or rights to purchase stock,  warrants,  securities or
other  property pro rata to the record  holders of any class of shares of Common
Stock (the "Purchase Rights"), then the Holder will be entitled to acquire, upon
the terms  applicable to such Purchase  Rights,  the aggregate  Purchase  Rights
which the Holder could have acquired if the Holder had held the number of shares
of Common Stock  acquirable  upon  complete  exercise of this  Warrant  (without
regard to any limitations on exercise hereof, including without limitation,  the
Beneficial Ownership  Limitation)  immediately before the date on which a record
is taken for the grant, issuance or sale of such Purchase Rights, or, if no such
record is taken,  the date as of which the  record  holders  of shares of Common
Stock are to be determined for the grant,  issue or sale of such Purchase Rights
(provided,  however, to the extent that the Holder's right to participate in any
such  Purchase  Right  would  result  in the  Holder  exceeding  the  Beneficial
Ownership  Limitation,  then the Holder shall not be entitled to  participate in
such Purchase  Right to such extent (or  beneficial  ownership of such shares of
Common  Stock as a  result  of such  Purchase  Right  to such  extent)  and such
Purchase  Right to such extent  shall be held in abeyance  for the Holder  until
such  time,  if ever,  as its  right  thereto  would not  result  in the  Holder
exceeding the Beneficial Ownership Limitation).

     d) Pro Rata Distributions. During such time as this Warrant is outstanding,
if the Company shall declare or make any dividend or other  distribution  of its
assets (or rights to acquire its  assets) to holders of shares of Common  Stock,
by way of return of capital or otherwise  (including,  without  limitation,  any
distribution of cash, stock or other securities, property or options by way of a
dividend,  spin  off,  reclassification,   corporate  rearrangement,  scheme  of

                                       8
<PAGE>

arrangement or other similar transaction) (a "Distribution"),  at any time after
the  issuance of this  Warrant,  then,  in each such case,  the Holder  shall be
entitled to participate in such  Distribution to the same extent that the Holder
would have  participated  therein if the Holder had held the number of shares of
Common Stock  acquirable upon complete  exercise of this Warrant (without regard
to any  limitations  on  exercise  hereof,  including  without  limitation,  the
Beneficial Ownership  Limitation)  immediately before the date of which a record
is taken for such  Distribution,  or, if no such record is taken, the date as of
which the record  holders of shares of Common Stock are to be determined for the
participation in such Distribution  (provided,  however,  to the extent that the
Holder's  right to  participate  in any such  Distribution  would  result in the
Holder exceeding the Beneficial Ownership Limitation,  then the Holder shall not
be  entitled  to  participate  in such  Distribution  to such  extent (or in the
beneficial  ownership  of any  shares  of  Common  Stock  as a  result  of  such
Distribution to such extent) and the portion of such Distribution  shall be held
in abeyance for the benefit of the Holder until such time, if ever, as its right
thereto  would not  result in the  Holder  exceeding  the  Beneficial  Ownership
Limitation).

     e)  Fundamental  Transaction.  If,  at  any  time  while  this  Warrant  is
outstanding,  (i) the Company,  directly or  indirectly,  in one or more related
transactions  effects any merger or  consolidation  of the Company  with or into
another  Person,  (ii) the Company,  directly or  indirectly,  effects any sale,
lease, license, assignment,  transfer, conveyance or other disposition of all or
substantially  all of its  assets  in one or a series of  related  transactions,
(iii) any, direct or indirect,  purchase  offer,  tender offer or exchange offer
(whether  by the  Company or  another  Person) is  completed  pursuant  to which
holders of Common Stock are permitted to sell,  tender or exchange  their shares
for other  securities,  cash or property and has been accepted by the holders of
50% or more of the  outstanding  Common  Stock,  (iv) the  Company,  directly or
indirectly,  in one or more related transactions  effects any  reclassification,
reorganization or  recapitalization  of the Common Stock or any compulsory share
exchange  pursuant to which the Common Stock is  effectively  converted  into or
exchanged for other securities,  cash or property, or (v) the Company,  directly
or indirectly,  in one or more related transactions consummates a stock or share
purchase agreement or other business combination (including, without limitation,
a  reorganization,  recapitalization,  spin-off or scheme of  arrangement)  with
another  Person or group of Persons  whereby such other Person or group acquires
more than 50% of the  outstanding  shares of Common  Stock  (not  including  any
shares of Common Stock held by the other Person or other Persons making or party
to, or associated or affiliated  with the other Persons making or party to, such
stock  or  share  purchase  agreement  or other  business  combination)  (each a
"Fundamental Transaction"),  then, upon any subsequent exercise of this Warrant,
the Holder shall have the right to receive,  for each  Warrant  Share that would
have been  issuable upon such exercise  immediately  prior to the  occurrence of
such Fundamental Transaction, at the option of the Holder (without regard to any
limitation  in Section  2(e) on the  exercise  of this  Warrant),  the number of
shares of Common  Stock of the  successor  or  acquiring  corporation  or of the
Company, if it is the surviving  corporation,  and any additional  consideration
(the  "Alternate  Consideration")  receivable  as a result  of such  Fundamental
Transaction  by a holder of the number of shares of Common  Stock for which this
Warrant  is  exercisable  immediately  prior  to  such  Fundamental  Transaction
(without  regard to any  limitation  in  Section  2(e) on the  exercise  of this

                                       9
<PAGE>

Warrant).  For purposes of any such exercise,  the determination of the Exercise
Price shall be appropriately  adjusted to apply to such Alternate  Consideration
based on the amount of Alternate  Consideration issuable in respect of one share
of Common Stock in such Fundamental Transaction, and the Company shall apportion
the Exercise  Price among the  Alternate  Consideration  in a reasonable  manner
reflecting  the relative  value of any  different  components  of the  Alternate
Consideration.  If  holders  of Common  Stock  are  given  any  choice as to the
securities,  cash or property to be received in a Fundamental Transaction,  then
the Holder shall be given the same choice as to the Alternate  Consideration  it
receives  upon  any  exercise  of  this  Warrant   following  such   Fundamental
Transaction.  Notwithstanding  anything  to  the  contrary,  in the  event  of a
Fundamental  Transaction that is (1) an all cash transaction,  (2) a "Rule 13e-3
transaction"  as  defined  in  Rule  13e-3  under  the  Exchange  Act,  or (3) a
Fundamental  Transaction  involving  a person or entity not traded on a national
securities  exchange,  including,  but not limited to, the NYSE MKT,  the Nasdaq
Global Select Market,  the Nasdaq Global Market,  or the Nasdaq Capital  Market,
the Company or any Successor  Entity (as defined  below) shall,  at the Holder's
option,  exercisable at any time concurrently with, or within 30 days after, the
consummation  of the  Fundamental  Transaction,  purchase  this Warrant from the
Holder  by paying to the  Holder  an amount of cash  equal to the Black  Scholes
Value of the  remaining  unexercised  portion of this Warrant on the date of the
consummation of such  Fundamental  Transaction.  "Black Scholes Value" means the
value of this  Warrant  based on the  Black and  Scholes  Option  Pricing  Model
obtained from the "OV" function on Bloomberg,  L.P. ("Bloomberg")  determined as
of the day of consummation of the applicable Fundamental Transaction for pricing
purposes and reflecting (A) a risk-free  interest rate corresponding to the U.S.
Treasury  rate for a period  equal to the time  between  the date of the  public
announcement of the applicable Fundamental Transaction and the Termination Date,
(B) an  expected  volatility  equal  to the  greater  of  100%  and  the 100 day
volatility  obtained  from the HVT  function on  Bloomberg as of the Trading Day
immediately  following the public  announcement  of the  applicable  Fundamental
Transaction,  (C) the underlying price per share used in such calculation  shall
be the sum of the price per share being  offered in cash, if any, plus the value
of any  non-cash  consideration,  if any,  being  offered  in  such  Fundamental
Transaction  and (D) a remaining  option time equal to the time between the date
of the public  announcement  of the applicable  Fundamental  Transaction and the
Termination  Date. The Company shall cause any successor entity in a Fundamental
Transaction in which the Company is not the survivor (the "Successor Entity") to
assume in writing all of the  obligations  of the Company under this Warrant and
the other  Transaction  Documents  in  accordance  with the  provisions  of this
Section 3(e) pursuant to written  agreements  in form and  substance  reasonably
satisfactory  to the Holder and  approved  by the Holder  (without  unreasonable
delay) prior to such  Fundamental  Transaction  and shall,  at the option of the
Holder,  deliver to the Holder in  exchange  for this  Warrant a security of the
Successor Entity evidenced by a written instrument substantially similar in form
and substance to this Warrant which is exercisable for a corresponding number of
shares  of  capital  stock  of such  Successor  Entity  (or its  parent  entity)
equivalent to the shares of Common Stock acquirable and receivable upon exercise
of this  Warrant  (without  regard to any  limitations  on the  exercise of this
Warrant) prior to such Fundamental Transaction, and with an exercise price which



                                       10
<PAGE>

applies the exercise price hereunder to such shares of capital stock (but taking
into account the relative  value of the shares of Common Stock  pursuant to such
Fundamental  Transaction  and the value of such  shares of capital  stock,  such
number of shares of capital stock and such exercise  price being for the purpose
of  protecting  the  economic  value of this  Warrant  immediately  prior to the
consummation  of  such  Fundamental   Transaction),   and  which  is  reasonably
satisfactory  in form and  substance to the Holder.  Upon the  occurrence of any
such  Fundamental  Transaction,  the  Successor  Entity shall succeed to, and be
substituted  for , the  Company  (so  that  from  and  after  the  date  of such
Fundamental   Transaction,   the  provisions  of  this  Warrant  and  the  other
Transaction  Documents  referring to the  "Company"  shall refer  instead to the
Successor  Entity),  and the Successor Entity may exercise every right and power
of the Company and shall assume all of the obligations of the Company under this
Warrant  and the other  Transaction  Documents  with the same  effect as if such
Successor Entity had been named as the Company herein.

     f) Calculations. All calculations under this Section 3 shall be made to the
nearest cent or the nearest 1/100th of a share, as the case may be. For purposes
of this  Section 3, the number of shares of Common Stock deemed to be issued and
outstanding  as of a given  date  shall be the sum of the  number  of  shares of
Common Stock (excluding treasury shares, if any) issued and outstanding.

     g) Notice to Holder.

                    i. Adjustment to Exercise Price. Whenever the Exercise Price
               is adjusted  pursuant  to any  provision  of this  Section 3, the
               Company shall  promptly mail to the Holder a notice setting forth
               the  Exercise  Price  after  such  adjustment  and any  resulting
               adjustment  to the number of Warrant  Shares and setting  forth a
               brief statement of the facts requiring such adjustment.

                    ii. Notice to Allow  Exercise by Holder.  If (A) the Company
               shall declare a dividend (or any other  distribution  in whatever
               form) on the  Common  Stock,  (B) the  Company  shall  declare  a
               special  nonrecurring  cash  dividend on or a  redemption  of the
               Common Stock, (C) the Company shall authorize the granting to all
               holders of the Common Stock  rights or warrants to subscribe  for
               or  purchase  any shares of capital  stock of any class or of any
               rights, (D) the approval of any stockholders of the Company shall
               be required in connection with any reclassification of the Common
               Stock,  any  consolidation  or merger to which the  Company  is a
               party,  any sale or transfer of all or  substantially  all of the
               assets of the Company,  or any compulsory  share exchange whereby
               the Common  Stock is  converted  into other  securities,  cash or
               property or (E) the Company  shall  authorize  the  voluntary  or
               involuntary dissolution, liquidation or winding up of the affairs
               of the Company, then, in each case, the Company shall cause to be
               mailed to the Holder at its last  address as it shall appear upon
               the Warrant  Register of the Company,  at least 20 calendar  days
               prior to the  applicable  record or  effective  date  hereinafter
               specified,  a notice stating (x) the date on which a record is to

                                       11
<PAGE>

               be  taken  for  the  purpose  of  such  dividend,   distribution,
               redemption,  rights  or  warrants,  or if a  record  is not to be
               taken,  the date as of which the  holders of the Common  Stock of
               record  to  be   entitled   to  such   dividend,   distributions,
               redemption,  rights or warrants are to be  determined  or (y) the
               date on which such reclassification, consolidation, merger, sale,
               transfer or share  exchange is  expected to become  effective  or
               close,  and the date as of which it is expected  that  holders of
               the Common  Stock of record  shall be entitled to exchange  their
               shares of the Common Stock for securities, cash or other property
               deliverable upon such  reclassification,  consolidation,  merger,
               sale,  transfer or share  exchange;  provided that the failure to
               mail such notice or any defect therein or in the mailing  thereof
               shall not affect the validity of the corporate action required to
               be  specified  in such  notice.  To the  extent  that any  notice
               provided hereunder constitutes, or contains, material, non-public
               information regarding the Company or any of the Subsidiaries, the
               Company shall simultaneously file such notice with the Commission
               pursuant to a Current Report on Form 8-K. The Holder shall remain
               entitled to exercise this Warrant during the period commencing on
               the  date of  such  notice  to the  effective  date of the  event
               triggering  such notice  except as may otherwise be expressly set
               forth herein.

     Section 4.     Transfer of Warrant.

     a)  Transferability.  This  Warrant  and all rights  hereunder  (including,
without limitation,  any registration  rights) are transferable,  in whole or in
part,  upon surrender of this Warrant at the principal  office of the Company or
its  designated  agent,  together  with a  written  assignment  of this  Warrant
substantially  in the form  attached  hereto duly  executed by the Holder or its
agent or attorney and funds  sufficient  to pay any transfer  taxes payable upon
the making of such transfer. Upon such surrender and, if required, such payment,
the Company  shall  execute and deliver a new Warrant or Warrants in the name of
the  assignee  or  assignees,   as  applicable,   and  in  the  denomination  or
denominations specified in such instrument of assignment, and shall issue to the
assignor a new Warrant  evidencing  the portion of this Warrant not so assigned,
and this Warrant shall promptly be cancelled. Notwithstanding anything herein to
the  contrary,  the Holder shall not be required to  physically  surrender  this
Warrant to the Company  unless the Holder has assigned  this Warrant in full, in
which case, the Holder shall  surrender this Warrant to the Company within three
(3)  Trading  Days of the date the Holder  delivers  an  assignment  form to the
Company  assigning  this  Warrant  full.  The Warrant,  if properly  assigned in
accordance  herewith,  may be  exercised  by a new  holder for the  purchase  of
Warrant Shares without having a new Warrant issued.

     b) New  Warrants.  This  Warrant  may be  divided  or  combined  with other
Warrants  upon  presentation  hereof at the  aforesaid  office  of the  Company,
together with a written notice  specifying the names and  denominations in which
new  Warrants  are to be issued,  signed by the Holder or its agent or attorney.
Subject  to  compliance  with  Section  4(a),  as to any  transfer  which may be
involved in such division or combination,  the Company shall execute and deliver
a new Warrant or Warrants in exchange  for the Warrant or Warrants to be divided
or combined in accordance with such notice.  All Warrants issued on transfers or

                                       12
<PAGE>

exchanges  shall be dated the initial  issuance date set forth on the first page
of this Warrant and shall be identical with this Warrant except as to the number
of Warrant Shares issuable pursuant thereto.

     c) Warrant Register.  The Company shall register this Warrant, upon records
to be maintained by the Company for that purpose (the  "Warrant  Register"),  in
the name of the record Holder hereof from time to time. The Company may deem and
treat the registered Holder of this Warrant as the absolute owner hereof for the
purpose of any exercise hereof or any  distribution  to the Holder,  and for all
other purposes, absent actual notice to the contrary.

     Section 5.     Miscellaneous.

     a) No Rights as Stockholder  Until Exercise.  This Warrant does not entitle
the Holder to any voting  rights,  dividends or other rights as a stockholder of
the Company prior to the exercise hereof as set forth in Section 2(d)(i), except
as expressly set forth in Section 3.

     b) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants
that upon receipt by the Company of evidence  reasonably  satisfactory  to it of
the  loss,  theft,  destruction  or  mutilation  of this  Warrant  or any  stock
certificate  relating  to the  Warrant  Shares,  and in case of  loss,  theft or
destruction,  of indemnity or security reasonably  satisfactory to it (which, in
the case of the  Warrant,  shall not include the posting of any bond),  and upon
surrender and cancellation of such Warrant or stock  certificate,  if mutilated,
the Company  will make and deliver a new  Warrant or stock  certificate  of like
tenor  and  dated  as of such  cancellation,  in lieu of such  Warrant  or stock
certificate.

     c) Saturdays,  Sundays, Holidays, etc. If the last or appointed day for the
taking of any action or the  expiration of any right  required or granted herein
shall not be a Business Day, then, such action may be taken or such right may be
exercised on the next succeeding Business Day.

     d) Authorized Shares.

                   The Company covenants that, during the period the Warrant is
            outstanding, it will reserve from its authorized and unissued Common
            Stock a sufficient number of shares to provide for the issuance of
            the Warrant Shares upon the exercise of any purchase rights under
            this Warrant. The Company further covenants that its issuance of
            this Warrant shall constitute full authority to its officers who are
            charged with the duty of executing stock certificates to execute and
            issue the necessary Warrant Shares upon the exercise of the purchase
            rights under this Warrant. The Company will take all such reasonable
            action as may be necessary to assure that such Warrant Shares may be
            issued as provided herein without violation of any applicable law or
            regulation, or of any requirements of the Trading Market upon which
            the Common Stock may be listed. The Company covenants that all
            Warrant Shares which may be issued upon the exercise of the purchase

                                       13
<PAGE>

            rights represented by this Warrant will, upon exercise of the
            purchase rights represented by this Warrant and payment for such
            Warrant Shares in accordance herewith, be duly authorized, validly
            issued, fully paid and nonassessable and free from all taxes, liens
            and charges created by the Company in respect of the issue thereof
            (other than taxes in respect of any transfer occurring
            contemporaneously with such issue).

                  Except and to the extent as waived or consented to by the
            Holder, the Company shall not by any action, including, without
            limitation, amending its certificate of incorporation or through any
            reorganization, transfer of assets, consolidation, merger,
            dissolution, issue or sale of securities or any other voluntary
            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
            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 Holder as set forth in this Warrant against impairment.
            Without limiting the generality of the foregoing, the Company will
            (i) not increase the par value of any Warrant Shares above the
            amount payable therefor upon such exercise immediately prior to such
            increase in par value, (ii) take all such action as may be necessary
            or appropriate in order that the Company may validly and legally
            issue fully paid and nonassessable Warrant Shares upon the exercise
            of this Warrant and (iii) use commercially reasonable efforts to
            obtain all such authorizations, exemptions or consents from any
            public regulatory body having jurisdiction thereof, as may be,
            necessary to enable the Company to perform its obligations under
            this Warrant.

                  Before taking any action which would result in an adjustment
            in the number of Warrant Shares for which this Warrant is
            exercisable or in the Exercise Price, the Company shall obtain all
            such authorizations or exemptions thereof, or consents thereto, as
            may be necessary from any public regulatory body or bodies having
            jurisdiction thereof.

     e)  Jurisdiction.  All questions  concerning  the  construction,  validity,
enforcement  and  interpretation  of  this  Warrant  shall  be  governed  by and
construed and enforced in accordance  with the internal laws of the State of New
York,  without regard to the principles of conflict of laws thereof.  Each party
agrees that all legal proceedings concerning the interpretation, enforcement and
defense of the  transactions  contemplated by any of the  Transaction  Documents
(whether brought against a party hereto or its respective Affiliates, directors,
officers, shareholders, employees or agents) shall be commenced in the state and
federal courts  sitting in the City of New York,  Borough of Manhattan (the "New
York  Courts").  Each party hereto hereby  irrevocably  submits to the exclusive
jurisdiction  of the  New  York  Courts  for  the  adjudication  of any  dispute
hereunder or in connection herewith or with any transaction  contemplated hereby
or discussed herein, and hereby irrevocably  waives, and agrees not to assert in
any suit, action or proceeding,  any claim that it is not personally  subject to
the  jurisdiction of such New York Courts,  or such New York Courts are improper
or inconvenient venue for such proceeding.  Each party hereby irrevocably waives
personal  service of process and  consents to process  being  served in any such
suit, action or proceeding by mailing a copy thereof via registered or certified

                                       14
<PAGE>

mail or  overnight  delivery  (with  evidence of  delivery) to such party at the
address in effect for  notices to it under  this  Warrant  and agrees  that such
service  shall  constitute  good and  sufficient  service of process  and notice
thereof.  Nothing contained herein shall be deemed to limit in any way any right
to serve  process in any other manner  permitted by  applicable  law. Each party
hereto hereby irrevocably  waives, to the fullest extent permitted by applicable
law, any and all right to trial by jury in any legal  proceeding  arising out of
or relating to this  Warrant or the  transactions  contemplated  hereby.  If any
party shall  commence an action or proceeding to enforce any  provisions of this
Warrant,  then  the  prevailing  party in such  action  or  proceeding  shall be
reimbursed  by the other  party  for its  attorneys'  fees and  other  costs and
expenses  incurred in the  investigation,  preparation  and  prosecution of such
action or proceeding.

     f) Restrictions.  The Holder  acknowledges that the Warrant Shares acquired
upon the exercise of this Warrant,  if not  registered,  and the Holder does not
utilize cashless  exercise,  will have restrictions upon resale imposed by state
and federal securities laws.

     g) Nonwaiver and Expenses.  No course of dealing or any delay or failure to
exercise any right  hereunder on the part of Holder shall operate as a waiver of
such right or  otherwise  prejudice  the  Holder's  rights,  powers or remedies.
Without limiting any other provision of this Warrant or the Purchase  Agreement,
if the Company  willfully  and  knowingly  fails to comply with any provision of
this Warrant,  which results in any material damages to the Holder,  the Company
shall pay to the Holder such amounts as shall be  sufficient  to cover any costs
and  expenses  including,  but  not  limited  to,  reasonable  attorneys'  fees,
including those of appellate  proceedings,  incurred by the Holder in collecting
any amounts due  pursuant  hereto or in otherwise  enforcing  any of its rights,
powers or remedies hereunder.

     h) Notices. Any notice,  request or other document required or permitted to
be given or  delivered  to the  Holder  by the  Company  shall be  delivered  in
accordance with the notice provisions of the Purchase Agreement.

     i)  Limitation  of Liability.  No provision  hereof,  in the absence of any
affirmative  action by the Holder to exercise  this Warrant to purchase  Warrant
Shares,  and no  enumeration  herein of the rights or  privileges of the Holder,
shall give rise to any  liability  of the Holder for the  purchase  price of any
Common  Stock or as a  stockholder  of the Company,  whether  such  liability is
asserted by the Company or by creditors of the Company.

     j)  Remedies.  The Holder,  in addition to being  entitled to exercise  all
rights  granted by law,  including  recovery  of  damages,  will be  entitled to
specific  performance of its rights under this Warrant.  The Company agrees that
monetary  damages  would not be adequate  compensation  for any loss incurred by
reason of a breach by it of the  provisions of this Warrant and hereby agrees to
waive and not to assert the defense in any action for specific  performance that
a remedy at law would be adequate.

                                       15
<PAGE>

     k) Successors  and Assigns.  Subject to applicable  securities  laws,  this
Warrant  and the rights and  obligations  evidenced  hereby  shall  inure to the
benefit of and be  binding  upon the  successors  and  permitted  assigns of the
Company and the  successors and permitted  assigns of Holder.  The provisions of
this  Warrant are intended to be for the benefit of any Holder from time to time
of this  Warrant  and shall be  enforceable  by the  Holder or holder of Warrant
Shares.

     l)  Amendment.  This  Warrant may be modified or amended or the  provisions
hereof waived with the written consent of the Company and the Holder.

     m) Severability. Wherever possible, each provision of this Warrant shall be
interpreted  in such manner as to be effective and valid under  applicable  law,
but if any  provision of this Warrant  shall be  prohibited  by or invalid under
applicable  law,  such  provision  shall be  ineffective  to the  extent of such
prohibition or invalidity, without invalidating the remainder of such provisions
or the remaining provisions of this Warrant.

     n) Headings.  The headings used in this Warrant are for the  convenience of
reference only and shall not, for any purpose, be deemed a part of this Warrant.

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

                            (Signature Page Follows)

                                       16
<PAGE>

     IN WITNESS  WHEREOF,  the Company has caused this Warrant to be executed by
its officer thereunto duly authorized as of the date first above indicated.


                                       CEL-SCI CORPORATION


                                       By:
                                          -----------------------------
                                          Name:  Geert Kersten
                                          Title:  Chief Financial Officer

                                       17
<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 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:

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

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

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


[SIGNATURE OF HOLDER]
------
Name of Investing Entity:
Signature of Authorized Signatory of Investing Entity:
Name of Authorized Signatory:
Title of Authorized Signatory:
Date:

<PAGE>


                                                                       EXHIBIT B


                                 ASSIGNMENT FORM

   (To assign the foregoing Warrant, execute this form and supply required
information. Do not use this form to exercise the Warrant.)

  FOR VALUE RECEIVED, all of or _____ shares of the foregoing Warrant and all
rights evidenced thereby are hereby assigned to

Name:                            --------------------------------
                                 (Please Print)
Address:                         --------------------------------
                                 (Please Print)

Dated: _______________ __, ______

Holder's Signature:

Holder's Address:
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>form8kitem101exh5oct-13.txt
<DESCRIPTION>EXH. 5 OPINION LETTER
<TEXT>



                                    EXHIBIT 5



<PAGE>



                                HART & HART, LLC
                                ATTORNEYS AT LAW
                             1624 Washington Street
                                Denver, CO 80203

William T. Hart, P.C.               ________          Email:  harttrinen@aol.com
Will Hart                                             Facsimile:  (303) 839-5414
                                 (303) 839-0061


                                 October 8, 2013

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 17,826,087
shares  of  common  stock,  warrants  to  purchase  up to  17,826,087  shares of
CEL-SCI's  common  stock,  as well as shares  issuable  upon the exercise of the
warrants, all as referred to in the Registration Statement on Form S-3 (File No.
333-184094) 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  17,826,087  shares  of common  stock  mentioned  above  have been
          legally   issued   and  these   shares   represent   fully   paid  and
          non-assessable shares of CEL-SCI's common stock;

     o    the   warrants   have  been  legally   issued,   are  fully  paid  and
          non-assessable and are the binding obligations of CEL-SCI; and

     o    the shares of common stock issuable upon the exercise of the 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 & HART

                                             /s/ William T. Hart

                                             William T. Hart
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>4
<FILENAME>form8kitem101exh23oct-13.txt
<DESCRIPTION>EXH. 23 ATTORNEY CONSENT
<TEXT>



                                   EXHIBIT 23



<PAGE>

                              CONSENT OF ATTORNEYS


     Reference is made to the  Registration  Statement  of CEL-SCI  Corporation,
whereby the  Company  proposes to sell  17,826,087  shares of its common  stock,
17,826,087  warrants,  as well as shares of the Company's  common stock issuable
upon the exercise of the 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 & HART

/s/ William T. Hart

October 8, 2013
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>form8kitem101exh991oct-13.txt
<DESCRIPTION>EXH. 99.1 PRESS RELEASE
<TEXT>



                                  EXHIBIT 99.1



<PAGE>


8229 Boone Boulevard, Suite 802                          COMPANY CONTACT:
Vienna, VA  22182.  USA                                  Gavin de Windt
Telephone (703) 506-9460                                 CEL-SCI Corporation
www.cel-sci.com                                          (703) 506-9460

             CEL-SCI CORPORATION ANNOUNCES PROPOSED PUBLIC OFFERING
                          OF COMMON STOCK AND WARRANTS

Vienna, VA, October 7, 2013 - CEL-SCI  Corporation (NYSE MKT: CVM), a late-stage
oncology company, today announced that it intends to offer and sell common stock
and warrants,  subject to market and other conditions, in an underwritten public
offering.  The  shares  and  warrants  are being  offered  under  the  Company's
effective shelf registration  statement previously filed with the Securities and
Exchange  Commission  (SEC).  CEL-SCI  intends  to use the net  proceeds  of the
offering  for  general  corporate   purposes,   including  working  capital  and
operational purposes, and including product development.

Chardan  Capital  Markets  is acting as sole  bookrunner  for the  offering  and
Laidlaw & Company (UK) Ltd. is acting as co-manager on the deal.

The  securities  will  be  offered  by  means  of a  prospectus  supplement  and
accompanying prospectus, forming a part of the effective registration statement,
a copy of which may be obtained,  when  available,  at the website of the SEC at
http://www.sec.gov.  Electronic copies of the preliminary prospectus also may be
obtained from Chardan Capital  Markets,  LLC Capital  Markets,  17 State Street,
Suite 1600, New York, NY 10004, at 646-465-9012.

This press release shall not constitute an offer to sell or the  solicitation of
an  offer  to buy  these  securities,  nor  shall  there  be any  sale of  these
securities in any  jurisdiction in which such offer,  solicitation or sale would
be unlawful prior to the registration or qualification under the securities laws
of any such jurisdiction.

About CEL-SCI:

CEL-SCI is  dedicated  to research and  development  directed at  improving  the
treatment  of cancer and other  diseases by  utilizing  the immune  system,  the
body's natural defense  system.  The lead  investigational  therapy is Multikine
(Leukocyte Interleukin,  Injection), currently being studied in a pivotal global
Phase  III  clinical   trial.   CEL-SCI  is  also   investigating   a  different
peptide-based  immunotherapy  (LEAPS-H1N1-DC)  as a possible  treatment for H1N1
hospitalized   patients  and  a  vaccine  (CEL-2000)  for  Rheumatoid  Arthritis
(currently in preclinical  testing)  using its LEAPS  technology  platform.  The
investigational  immunotherapy  LEAPS-H1N1-DC  treatment  involves  non-changing
regions of H1N1  Pandemic  Flu (See Journal of Clinical  Investigation  - J Clin
Invest. 2013; 123(7):2850-2861. doi: 10.1172/JCI67550) Avian Flu (H5N1), and the
Spanish  Flu,  as  CEL-SCI  scientists  are very  concerned  about the  possible
emergence of a new more virulent  hybrid virus through the  combination  of H1N1
and Avian Flu, or maybe  Spanish  Flu.  The Company  has  operations  in Vienna,
Virginia,  and in/near  Baltimore,  Maryland.

<PAGE>

Multikine is the trademark that CEL-SCI has registered for this  investigational
therapy,  and this  proprietary name is subject to FDA review in connection with
its future anticipated regulatory submission for approval.

When used in this release,  the words "intends,"  "believes,"  "anticipated" and
"expects"  and similar  expressions  are  intended  to identify  forward-looking
statements.  Such statements are subject to risks and uncertainties  which could
cause actual results to differ  materially  from those  projected.  Factors that
could cause or contribute to such differences include, an inability to duplicate
the clinical results demonstrated in clinical studies, timely development of any
potential  products  that  can be  shown  to be safe  and  effective,  receiving
necessary  regulatory  approvals,  difficulties  in  manufacturing  any  of  the
Company's potential  products,  inability to raise the necessary capital and the
risk factors set forth from time to time in CEL-SCI  Corporation's  SEC filings,
including  but not  limited  to its  report  on Form  10-K  for the  year  ended
September 30, 2012. The Company undertakes no obligation to publicly release the
result of any revision to these forward-looking  statements which may be made to
reflect  the events or  circumstances  after the date  hereof or to reflect  the
occurrence of unanticipated events.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>6
<FILENAME>form8kitem101exh992oct-13.txt
<DESCRIPTION>EXH. 99.2 PRESS RELEASE
<TEXT>



                                  EXHIBIT 99.2



<PAGE>

8229 Boone Boulevard, Suite 802                          COMPANY CONTACT:
Vienna, VA  22182.  USA                                  Gavin de Windt
Telephone (703) 506-9460                                 CEL-SCI Corporation
www.cel-sci.com                                          (703) 506-9460

           Cel-Sci Corporation Prices $17.8 Million Public Offering of
                            Common Stock and Warrants

Vienna,  VA, October 8, 2013 - CEL-SCI  Corporation (NYSE MKT: CVM) a late-stage
oncology  company,  today  announced that it has priced an  underwritten  public
offering of units of common  stock and warrants at a price of $1.00 per unit for
gross proceeds of  $17,826,087,  prior to deducting  underwriting  discounts and
commissions  and  offering  expenses of the Company.  Each unit  consists of one
share of common stock and a warrant to purchase one share of common  stock.  The
warrants are immediately  exercisable and have a term of 5 years and an exercise
price of $1.25. The underwriters have an option for 45 days to purchase up to an
additional 15% of the shares and/or  warrants to cover  overallotments.  CEL-SCI
intends to use the net proceeds of the offering for general corporate  purposes,
including  working  capital and  operational  purposes,  and  including  product
development.  The  offering is expected to close on or about  October 11,  2013,
subject to the satisfaction of customary closing conditions.

Chardan  Capital  Markets  is acting as sole  bookrunner  for the  offering  and
Laidlaw & Company (UK) Ltd. is acting as co-manager on the deal.

The  securities  will  be  offered  by  means  of a  prospectus  supplement  and
accompanying prospectus, forming a part of the effective registration statement,
a copy of which may be obtained,  when  available,  at the website of the SEC at
http://www.sec.gov.  Electronic copies of the preliminary prospectus also may be
obtained from Chardan Capital  Markets,  LLC Capital  Markets,  17 State Street,
Suite 1600, New York, NY 10004, at 646-465-9012.

This press release shall not constitute an offer to sell or the solicitation of
an offer to buy these securities, nor shall there be any sale of these
securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to the registration or qualification under the securities laws
of any such jurisdiction.

About CEL-SCI Corporation

CEL-SCI is  dedicated  to research and  development  directed at  improving  the
treatment  of cancer and other  diseases by  utilizing  the immune  system,  the
body's natural defense  system.  The lead  investigational  therapy is Multikine
(Leukocyte Interleukin,  Injection), currently being studied in a pivotal global
Phase  III  clinical   trial.   CEL-SCI  is  also   investigating   a  different
peptide-based  immunotherapy  (LEAPS-H1N1-DC)  as a possible  treatment for H1N1

<PAGE>

hospitalized   patients  and  a  vaccine  (CEL-2000)  for  Rheumatoid  Arthritis
(currently in preclinical  testing)  using its LEAPS  technology  platform.  The
investigational  immunotherapy  LEAPS-H1N1-DC  treatment  involves  non-changing
regions of H1N1  Pandemic  Flu (See Journal of Clinical  Investigation  - J Clin
Invest. 2013; 123(7):2850-2861. doi: 10.1172/JCI67550) Avian Flu (H5N1), and the
Spanish  Flu,  as  CEL-SCI  scientists  are very  concerned  about the  possible
emergence of a new more virulent  hybrid virus through the  combination  of H1N1
and Avian Flu, or maybe  Spanish  Flu.  The Company  has  operations  in Vienna,
Virginia, and in/near Baltimore, Maryland.

Multikine is the trademark that CEL-SCI has registered for this  investigational
therapy,  and this  proprietary name is subject to FDA review in connection with
its future anticipated regulatory submission for approval.

When used in this release,  the words "intends,"  "believes,"  "anticipated" and
"expects"  and similar  expressions  are  intended  to identify  forward-looking
statements.  Such statements are subject to risks and uncertainties  which could
cause actual results to differ  materially  from those  projected.  Factors that
could cause or contribute to such differences include, an inability to duplicate
the clinical results demonstrated in clinical studies, timely development of any
potential  products  that  can be  shown  to be safe  and  effective,  receiving
necessary  regulatory  approvals,  difficulties  in  manufacturing  any  of  the
Company's potential  products,  inability to raise the necessary capital and the
risk factors set forth from time to time in CEL-SCI  Corporation's  SEC filings,
including  but not  limited  to its  report  on Form  10-K  for the  year  ended
September 30, 2012. The Company undertakes no obligation to publicly release the
result of any revision to these forward-looking  statements which may be made to
reflect  the events or  circumstances  after the date  hereof or to reflect  the
occurrence of unanticipated events.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
