<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>2
<FILENAME>s8exh4baug-14.txt
<DESCRIPTION>EXH, 4(B) - 2013 NON-QUAL. STOK OPION PLAN
<TEXT>

                                  EXHIBIT 4(b)



<PAGE>

                               CEL-SCI CORPORATION
                      2013 NON-QUALIFIED STOCK OPTION PLAN

     l. Purpose.  This Non-Qualified  Stock Option Plan (the "Plan") is intended
to  advance  the  interests  of  CEL-SCI  Corporation  (the  "Company")  and its
shareholders,   by  encouraging  and  enabling  selected  officers,   directors,
consultants  and key employees  upon whose  judgment,  initiative and effort the
Company is largely  dependent for the  successful  conduct of its  business,  to
acquire and retain a  proprietary  interest in the Company by  ownership  of its
stock.  Options  granted  under the Plan are intended to be Options which do not
meet the  requirements  of Section 422 of the Internal  Revenue Code of 1954, as
amended (the "Code").

     2. Definitions.

         (a) "Board" means the Board of Directors of the Company.

         (b) "Committee" means the directors duly appointed to administer the
Plan.

         (c) "Common Stock" means the Company's Common Stock.

         (d) "Date of Grant" means the date on which an Option is granted under
the Plan.

         (e) "Option" means an Option granted under the Plan.

         (f) "Optionee" means a person to whom an Option, which has not expired,
has been granted under the Plan.

         (g) "Successor" means the legal representative of the estate of a
deceased optionee or the person or persons who acquire the right to exercise an
Option by bequest or inheritance or by reason of the death of any Optionee.

     3.  Administration of Plan. The Plan shall be administered by the Company's
Board  of  Directors  or in the  alternative,  by a  committee  of  two or  more
directors  appointed by the Board (the  "Committee").  If a Committee  should be
appointed,  the Committee shall report all action taken by it to the Board.  The
Committee shall have full and final authority in its discretion,  subject to the
provisions  of the Plan, to determine  the  individuals  to whom and the time or
times at which  Options  shall be granted and the number of shares and  purchase
price of Common Stock  covered by each Option;  to construe  and  interpret  the
Plan; to determine the terms and provisions of the respective Option agreements,
which need not be identical,  including, but without limitation,  terms covering
the payment of the Option Price; and to make all other  determinations  and take
all other actions deemed necessary or advisable for the proper administration of
the Plan. All such actions and determinations  shall be conclusively binding for
all purposes and upon all persons.

     4. Common Stock Subject to Options.  The aggregate  number of shares of the
Company's  Common Stock which may be issued upon the exercise of Options granted
under the Plan shall not  exceed  2,000,000.  The  shares of Common  Stock to be
issued upon the  exercise  of Options may be  authorized  but  unissued  shares,


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shares  issued and  reacquired by the Company or shares bought on the market for
the  purposes  of the Plan.  In the  event any  Option  shall,  for any  reason,
terminate or expire or be surrendered without having been exercised in full, the
shares  subject  to such  Option but not  purchased  thereunder  shall  again be
available for Options to be granted under the Plan.

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

         6. Terms and Conditions of Options. Any Option granted under the Plan
shall be evidenced by an agreement executed by the Company and the recipient and
shall contain such terms and be in such form as the Committee may from time to
time approve, subject to the following limitations and conditions:

              (a) Option Price. The Option Price per share with respect to each
Option shall be determined by the Committee.

              (b) Period of Option. The period during which each option may be
exercised, and the expiration date of each Option shall be fixed by the
Committee, but, notwithstanding any provision of the Plan to the contrary, such
expiration date shall not be more than ten years from the date of Grant.

              (c) Vesting of Shareholder Rights. Neither an Optionee nor his
successor shall have any rights as a shareholder of the Company until the
certificates evidencing the shares purchased are properly delivered to such
Optionee or his successor.

              (d) Exercise of Option. Each Option shall be exercisable from time
to time during a period (or periods) determined by the Committee and ending upon
the expiration or termination of the Option; provided, however, the Committee
may, by the provisions of any Option Agreement, limit the number of shares
purchaseable thereunder in any period or periods of time during which the Option
is exercisable.

              (e) Nontransferability of Option. No Option shall be transferable
or assignable by an Optionee, otherwise than by will or the laws of descent and
distribution and each Option shall be exercisable, during the Optionee's
lifetime, only by him. No Option shall be pledged or hypothecated in any way and
no Option shall be subject to execution, attachment, or similar process except
with the express consent of the Committee.

              (f) Death of Optionee. In the event of the death of an Optionee,
an option theretofore granted to the Optionee shall be exercisable only (i) by
the person or persons to whom the Optionee's rights under the option shall pass
by the Optionee's will or by the laws of descent and distribution; and (ii) if
and only to the extent that the Optionee was entitled to exercise the option at
the date of death.

     7.  Reclassification,  Consolidation,  or Merger. If and to the extent that
the  number  of  issued  shares  of  Common  Stock of the  Corporation  shall be


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increased  or  reduced  by change  in par  value,  split  up,  reclassification,
distribution  of a dividend  payable in stock, or the like, the number of shares
subject  to Option  and the  Option  price per  share  shall be  proportionately
adjusted by the  Committee,  whose  determination  shall be  conclusive.  If the
Corporation is reorganized or consolidated  or merged with another  corporation,
an Optionee  granted an Option  hereunder  shall be entitled to receive  Options
covering shares of such reorganized, consolidated, or merged company in the same
proportion, at an equivalent price, and subject to the same conditions.  The new
Option  or  assumption  of the old  Option  shall not give  Optionee  additional
benefits which he did not have under the old Option,  or deprive him of benefits
which he had under the old Option.

     8.  Restrictions  on Issuing  Shares.  The exercise of each Option shall be
subject to the condition that if at any time the Company shall  determine in its
discretion  that  the  satisfaction  of  withholding  tax or  other  withholding
liabilities, or that the listing,  registration,  or qualification of any shares
otherwise  deliverable upon such exercise upon any securities  exchange or under
any state or federal  law, or that the  consent or  approval  of any  regulatory
body, is necessary or desirable as a condition of, or in connection  with,  such
exercise or the delivery or purchase of shares  purchased  thereto,  then in any
such event,  such  exercise  shall not be  effective  unless  such  withholding,
listing,  registration,  qualification,  consent,  or  approval  shall have been
effected or obtained free of any conditions not acceptable to the Company.

     Unless the shares of stock  covered by the Plan have been  registered  with
the Securities and Exchange  Commission  pursuant to Section 5 of the Securities
Act of l933, each optionee  shall, by accepting an option,  represent and agree,
for  himself  and  his   transferrees  by  will  or  the  laws  of  descent  and
distribution, that all shares of stock purchased upon the exercise of the option
will be acquired for  investment and not for resale or  distribution.  Upon such
exercise of any portion of an option,  the person  entitled to exercise the same
shall, upon request of the Company, furnish evidence satisfactory to the Company
(including a written and signed representation) to the effect that the shares of
stock are being  acquired  in good  faith for  investment  and not for resale or
distribution.  Furthermore,  the Company may, if it deems  appropriate,  affix a
legend to certificates  representing  shares of stock purchased upon exercise of
options indicating that such shares have not been registered with the Securities
and Exchange  Commission and may so notify the Company's  transfer  agent.  Such
shares may be  disposed  of by an optionee in the  following  manner  only:  (l)
pursuant to an effective registration statement covering such resale or reoffer,
(2) pursuant to an  applicable  exemption  from  registration  as indicated in a
written  opinion of counsel  acceptable to the Company,  or (3) in a transaction
that  meets all the  requirements  of Rule l44 of the  Securities  and  Exchange
Commission. If shares of stock covered by the Plan have been registered with the
Securities and Exchange Commission,  no such restrictions on resale shall apply,
except  in the case of  optionees  who are  directors,  officers,  or  principal
shareholders  of the Company.  Such persons may dispose of shares only by one of
the three aforesaid methods.

     9. Use of Proceeds.  The proceeds  received by the Company from the sale of
Common Stock pursuant to the exercise of Options granted under the Plan shall be
added to the Company's general funds and used for general corporate purposes.

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


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

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

         l2. Governing Law. The Plan shall be governed by the laws of the State
of Colorado.

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



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<PAGE>



                                  EXHIBIT 4(c)


<PAGE>


                               CEL-SCI CORPORATION
                         2014 INCENTIVE STOCK BONUS PLAN

1.    Purpose

      Effective as of the Effective Date (as defined below), CEL-SCI
Corporation, (the "Company") hereby establishes the 2014 Incentive Stock Bonus
Plan (the "Plan"). The Plan enables executive officers and other employees, who
contribute significantly to the success of the Company, to participate in its
future prosperity and growth and aligns their interests with those of the
shareholders. The purpose of the Plan is to provide long term incentive for
outstanding service to the Company and its shareholders and to assist in
recruiting and retaining people of outstanding ability and initiative in
executive and management positions.

2.    Administration

      With respect to awards, the Plan shall be administered by the Compensation
Committee of the Board of Directors (the "Committee").

      The Committee shall have complete authority (except as otherwise provided
herein) to interpret all provisions of the Plan and any award to determine the
terms of awards consistent with the provisions of the Plan, to prescribe the
form of instruments evidencing awards, to adopt, amend and rescind general and
special rules and regulations for its administration, and to make all other
determinations necessary or advisable for its administration of the Plan. Their
determinations shall be final and conclusive. They may act by resolution or in
any other manner permitted by law.

      Each person who is or shall have been a member of the Committee or the
Board, shall be indemnified and held harmless by the Company against any loss,
cost, liability or expense that may be imposed upon or reasonably incurred by
him or her in connection with any claim, action, suit or proceeding to which
such person may be a party or in which such person may be involved by reason of
any action taken in good faith under the Plan and against and from any and all
amounts paid by such person in settlement thereof with the Company's approval or
paid in satisfaction of any judgment in any such action suit or proceeding;
provided that such person shall give the Company notice of such action, suit or
proceeding and give the Company an opportunity, at its expense, to undertake the
defense of any such action, suit or proceeding.

3.    Shares Available

      The aggregate of the number of shares of common stock of the Company
("Shares") delivered by the Company in payment of awards to employees under the
Plan shall not exceed sixteen (16) million subject to adjustment as provided
herein. To the extent that any award under the Plan is forfeited the shares
subject to such awards (a) not delivered to the grantee, or (b) redelivered to
the Company, as a result thereof, shall again be available for awards under the
Plan. Shares tendered or withheld to pay tax withholding of any award hereunder
will count against the foregoing limitations and not be added back to the shares
available under the Plan. Shares available for awards may consist, in whole or
in part, of authorized and unissued shares or treasury shares.



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<PAGE>


      Awards may be made under the Plan at any time after (or subject to)
approval of the Plan by shareholders at the 2014 Annual Meeting until the
termination of the Plan in accordance with the terms hereof. Awards under the
Plan shall be evidenced by a written agreement, contract or other instrument or
document, including an electronic communication, as may from time to time be
designated by the Committee (an "Award Agreement").

      Awards made under the Plan may only be restricted shares, the vesting of
which must be subject to such significant performance criteria as shall be
determined by the Committee (the "Performance Criteria ") together with the
satisfaction of any other conditions, such as continued employment, as the
Committee may determine to be appropriate; provided, however, the limitations on
vesting set forth in this sentence need not apply in the event of a "Change in
Control" of the Company (as defined, herein ) if the Committee in its discretion
determines to include such provision in the Award Agreement. The achievement of
the Performance Criteria may not extend past a date which is more than 10 years
after the date of the grant of the award Performance Criteria will be based on
one or more of the following applied to the Company, (if applicable, such
criteria shall be determined in accordance with United States generally accepted
accounting principles (GAAP") or based upon the Company's GAAP financial
statements): (i) implementation or completion of critical projects or processes;
(ii) market price of the Company's securities; (iii) control of expenses; and
(iv) any combination of any of the foregoing.

4.    Eligibility for Awards

      Any salaried employee (including officers) of the Company who is deemed by
the Committee to be a significant employee in regard to the future growth of the
Company may be granted an award. The Committee (i) will designate the persons to
whom grants are to be made and (ii) will specify the number of restricted shares
subject to each grant.

5. Vesting upon a Change in Control

      The Committee may provide in an Award Agreement that upon the occurrence
of a Level One Change in Control, all outstanding restricted stock which is the
subject of such Award Agreement shall vest and all restrictions pertaining
thereto shall lapse and have no further force and effect, including the failure
to meet the Performance Criteria set forth in the Award Agreement.

      The Committee may provide in an Award Agreement that upon the occurrence
of a Level Two Change in Control, if during the period commencing on the date
that is 12 months prior to the occurrence of the Level Two Change in Control and
ending on the date that is 48 months following the Level Two Change in Control,
the participant's employment with the Company is terminated, other than for
Cause, or the participant terminates his employment on account of Good Reason,
all outstanding restricted stock which is the subject of such Award Agreement
shall vest and all restrictions pertaining to such awards shall lapse and have
no further force and effect Including the failure to meet the Performance
Criteria set forth in the Award Agreement.




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<PAGE>


     For purposes of the 2014 Plan:

     (i)  a Level One Change in Control shall occur upon (a)  acquisition by any
          individual,  entity  or  group of  beneficial  ownership  (within  the
          meaning of Rule 13d-3 promulgated under the Securities Exchange Act of
          1934, as amended) of 50% or more of the Company's  either (1) the then
          outstanding  shares of common stock of the Company or (2) the combined
          voting power of the then outstanding  voting securities of the Company
          entitled to vote in the election of directors or (b) a majority of the
          Board consisting of persons who were not nominated or appointed in the
          first instance by the Board.

     (ii) a Level Two Change in Control  shall  occur  upon  acquisition  by any
          individual,  entity  or  group of  beneficial  ownership  (within  the
          meaning of Rule 13d-3 promulgated under the Securities Exchange Act of
          1934, as amended) of 20% or more of the Company's  either (1) the then
          outstanding  shares of common stock of the Company or (2) the combined
          voting power of the then outstanding  voting securities of the Company
          entitled to vote in the election of directors.

    (iii) Cause  shall  mean  "cause" as  defined  in the  participant's  award
          agreement or written employment  agreement with the Company, or if not
          defined in any such  agreement,  "cause" shall mean (a) conviction of,
          or  pleas  of nolo  contendere  by the  participant  for a  felony  or
          dishonesty while performing his employment duties, (b) a participant's
          violation of any non-competition, non-solicitation, confidentiality or
          other restrictive  covenant agreement applicable to the participant or
          (c) the  participant's  continued  failure to materially carry out his
          duties as an employee  which failure has not been cured within 30 days
          after the participant receives written notice of such failure.

     (iv) Good Reason  shall mean (a) a  reduction  in  compensation  (including
          benefits) or (b) the  participant  being assigned any duties which are
          materially inconsistent with the duties of the participant immediately
          prior to the  occurrence of the Level Two Change in Control or (c) the
          office at which the  participant  performs  his duties is more than 10
          miles from the office at which the  participant  performed  his duties
          immediately  prior  to the  occurrence  of the  Level  Two  Change  in
          Control.

5.        Transfers

      Except as otherwise provided by the Committee, awards under the Plan are
not transferable other than by will or the laws of descent and distribution. A
transferred award will be subject to forfeiture by the transferee to the extent
that award would be subject to forfeiture by the grantee had the award not been
transferred.

6.    Adjustments

     Notwithstanding  anything to the contrary that may be contained  herein, in
the  event  of  a  reorganization,   merger,  consolidation,   reclassification,
recapitalization,   combination  or  exchange  of  shares,  stock  split,  stock
dividend,  rights offering or similar event affecting  shares of the Company the
following  shall be equitably  adjusted:  (i) the number and class of shares (a)
reserved  under  the  Plan  and  (b)  for  which  awards  may be  granted  to an



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<PAGE>



individual,and (ii) the appropriate fair market value and other price
determinations for such awards. All such determinations shall be made by the
Committee

7.    Qualified Performance-Based Awards

      The provisions of the Plan are intended to ensure that all restricted
shares granted hereunder to any individual who is or may be a "covered employee"
(within the meaning of Section 162(m)(3) of the Internal Revenue Code) qualify
for the Section 162(m) exception (the "Section 162(m) Exception") for
performance-based compensation (a "Qualified Performance-Based Award"), and all
of the awards specified in this Section 7 and the Plan shall be interpreted and
operated consistent with that intention.

      Qualified Performance-Based Awards may not be amended, nor may the
Committee exercise discretionary authority in any manner that would cause the
Qualified Performance-Based Award to cease to qualify for the Section 162(m)
Exception.

8. Forfeiture; Non-Competition Agreements.

      Notwithstanding any other provision of the Plan, except as otherwise
provided in an award agreement, if the Committee finds by a majority vote that:
(i) the grantee, before or after termination of his or her employment with the
Company committed fraud, embezzlement, theft, a felony, or proven dishonesty in
the course of his or her employment with the Company or (ii) disclosed trade
secrets or other non-public proprietary information of the Company, then any
outstanding awards which have not vested, will be forfeited. The decision of the
Committee as to the nature of a grantee's conduct for purposes of this Section 8
shall be final.

9.    General Provisions

      It shall be a condition to the obligation of the Company to deliver Shares
that the participant pay the Company such amount as it may request for the
purpose of satisfying any such tax liability. Any award under the Plan may
provide that the participant may elect, in accordance with any Committee
regulations, to pay the amount of such withholding taxes in Shares, valued for
purposes thereof at the closing price per share on the primary market on which
the shares are then traded on the day prior to the event which causes the tax
liability to be incurred.

      No person, estate or other entity shall have any of the rights of a
shareholder with reference to shares subject to an award until a certificate or
certificates for the shares have been delivered to that person, estate or other
entity. The Plan shall not confer upon any employee any right to continue in
that capacity.

      The Plan and all determinations made and actions taken pursuant hereto, to
the extent not governed by the laws of the United States, shall be governed by
the laws of Colorado.



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<PAGE>


10.   Amendment and Termination

      The Board of Directors of the Company may alter, amend or terminate the
Plan from time to time, except that the Plan may not be materially amended
without shareholder approval if shareholder approval is required by law,
regulation or an applicable stock exchange rule. Notwithstanding the previous
sentence, the Plan may not be amended without shareholder approval to increase
the aggregate number of shares which may be issued under the Plan.

11.   Effective and Termination Dates

      The Plan will become effective if and when approved by shareholders at the
2014 Annual Meeting of Shareholders (the date of such approval the "Effective
Date"). Any employee who receives an award under the Plan will thereafter not be
eligible to receive an award under any other previously approved Company stock
plan until July 31, 2017.

      No awards shall be granted under the Plan after the date that is ten years
after the Effective Date. Awards granted before that date shall remain valid
thereafter in accordance with their terms.







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