<SEC-DOCUMENT>0001004878-14-000139.txt : 20140415
<SEC-HEADER>0001004878-14-000139.hdr.sgml : 20140415
<ACCEPTANCE-DATETIME>20140414205453
ACCESSION NUMBER:		0001004878-14-000139
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		8
CONFORMED PERIOD OF REPORT:	20140414
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20140415
DATE AS OF CHANGE:		20140414

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:		14763551

	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>form8klaidlaw4-14.txt
<DESCRIPTION>8-K RE LAIDLAW 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): April 14, 2014

                               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 April 14, 2014, CEL-SCI Corporation (the "Company"), Dawson James
Securities, Inc. and Laidlaw & Company (UK) Ltd., the Underwriters, entered into
an underwriting agreement (the "Underwriting Agreement") whereby the Company
will issue and sell up to 8,800,000 shares of the Company's common stock, as
well as warrants to purchase up to an additional 2,200,000 shares of common
stock. Each share of common stock is being sold together with a warrant for the
combined purchase price of $1.40, minus underwriting discounts and commissions.
The common stock and warrants will separate immediately. The warrants are
immediately exercisable and expire on October 17, 2014. Every four warrants
entitle the holder to purchase one share of the Company's common stock at a
price of $1.58 per share. No market exists for the warrants and a market for the
warrants may never develop. The offering is expected to close on or about April
17, subject to customary closing conditions.

         The net proceeds from the offering, assuming all shares and warrants
offered are sold, are expected to be approximately $11,346,000, after deducting
the underwriting discounts and commissions and estimated expenses payable by the
Company.

         Pursuant to the Underwriting Agreement, subject to certain exceptions,
the Company, and its directors and officers have agreed not to sell or otherwise
dispose of any of the Company's common stock held by them for a period ending 60
days after the date of the Underwriting Agreement without first obtaining the
written consent of Underwriters, as representative of the Underwriters, subject
to certain exceptions.

         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 April 11, 2014, the Company issued a press release announcing that
it had commenced the offering. A copy of this press release is attached as
Exhibit 99.1. On April 14, 2014, the Company issued a press release announcing
that it had priced the offering. A copy of the press release is attached as
Exhibit 99.2.

                                       2

<PAGE>

Item 8.01  Other Events.

         On April 14, 2014, 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
Commission on February 28, 2013 (File No. 333-186103) (the "Registration
Statement"), pursuant to which the Company will sell up to 8,800,000 shares of
the Company's common stock, as well as warrants to purchase up to an additional
2,200,000 shares of common stock.

         Prospective investors should read the Registration Statement, the
Prospectus dated December 17, 2013 which was filed with the Commission on
December 18, 2013, and the Prospectus Supplement, and all documents incorporated
by reference by the foregoing.

Item 9.01         Financial Statements and Exhibits.

(d) Exhibits.

Exhibit        Description

1.1            Underwriting Agreement dated April 14, 2014, by and among CEL-SCI
               Corporation and the Underwriters named in Schedule I thereto.

5              Opinion of Hart & Hart, LLC

10(kk)         Underwriters' Warrant

10(ll)         Warrant Agent Agreement

23             Consent of Hart & Hart, LLC

99.1           Press Release dated April 11, 2014.

99.2           Press Release dated April 14, 2014.





                                       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:  April 14, 2014
                                          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>form8klaidlawexh1april-14.txt
<DESCRIPTION>EXH. 1.1 - UNDERWRITING AGREE
<TEXT>

                                   EXHIBIT 1.1



<PAGE>

                        8,800,000 SHARES OF COMMON STOCK
                 AND 2,200,000 WARRANTS TO PURCHASE COMMON STOCK
                                       OF
                               CEL-SCI CORPORATION
                             UNDERWRITING AGREEMENT


                                 April 14, 2014

Dawson James Securities, Inc.
Laidlaw & Company (UK) Ltd.
As the Representatives of the
  several underwriters named in Schedule I hereto c/o Dawson James Securities,
Inc.
1 North Federal Highway, Suite 500
Boca Raton, Florida 33432

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 Representatives
(as defined below), the "Underwriters" and each an "Underwriter") named in
Schedule I hereto for which Dawson James Securities, Inc. and Laidlaw & Company
(UK) Ltd. are acting as representatives to the several Underwriters (the
"Representatives" and if there are no Underwriters other than the
Representatives, references to multiple Underwriters shall be disregarded and
the term Representatives 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 "best
efforts" public offering of the Public Securities as soon as the Representatives
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
Representatives 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 Representatives for
the Underwriters in the offering and sale of the Closing Securities in
accordance with this Agreement.



                                       1
<PAGE>

                                    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).

         "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 Representatives 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
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).


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

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

                                       2
<PAGE>

         "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.

         "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).

         "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.

                                       3
<PAGE>

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

         "FINRA" means the Financial Industry Regulatory Authority.

         "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.

     "Lien" 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).

         "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.

                                       4
<PAGE>

         "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 and the Underwriters' Securities.

         "Prospectus Supplement" means 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.

         "Registration Statement" means the registration statement prepared by
the Company on Form S-3 (File No. 333-186103) 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.

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

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

         "Schiff Hardin" means Schiff Hardin LLP, with offices located at 901 K
Street NW, Suite 700, Washington, DC 20001.

         "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.

                                       5
<PAGE>

         "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 Warrant Agreement,
the Underwriters' 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).

         "Underwriters' Securities" shall have the meaning ascribed to such term
in Section 2.4.

         "Underwriters' Warrants" shall have the meaning ascribed to such term
in Section 2.4.

         "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 Representatives 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).

         "Warrants" means, collectively, the Common Stock purchase warrants
delivered to the Underwriters in accordance with Section 2.1(a)(ii), which shall
be exercisable immediately, have a term of exercise equal to six (6) months, and
have an exercise price of $1.58, subject to adjustment as provided therein, in
the form of warrant included in the warrant agreement ("Warrant Agreement")
attached as Exhibit F attached hereto.


                                       6
<PAGE>

         "Warrant Shares" means the shares of Common Stock issuable upon
exercise of the Closing 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, up to 8,800,000 shares of Common Stock
and Warrants to purchase 2,200,000 shares of Common Stock, and each Underwriter
agrees to purchase, severally and not jointly, at the Closing, the following
securities of the Company:

                  (i) such number of shares as may be specified by the
Underwriter, not to exceed the number of shares of Common Stock to be sold set
forth opposite the name of such Underwriter on Schedule I hereof (the "Closing
Shares"); and

                  (ii) Warrants to purchase such number of Warrant Shares as may
be specified by the Underwriter, not to exceed the number of Warrants Shares to
be sold set forth opposite the name of such Underwriter on Schedule I hereof
(the "Closing Warrants") (the "Closing Warrants" and, collectively with the
Closing Shares, the "Closing Securities").

         This is strictly a "best efforts" offering. It is understood between
the parties that there is no firm commitment by the Underwriters to purchase any
or all of the Closing Securities.

         (b) The aggregate purchase price for the Closing Securities to be
purchased by each of the Underwriters shall equal up to the amount set forth
opposite the name of such Underwriter on Schedule I hereto, provided that to the
extent any Underwriter sells fewer Closing Securities and therefore determines
to purchase fewer Closing Securities, such amount shall be reduced on a pro rata
basis based on the number of Closing Securities actually purchased (the "Closing
Purchase Price"). The Underwriters shall notify the Company of the number of
Closing Securities they intend to purchase at Closing on the business day
preceding Closing, provided that such notification shall not be binding upon the
Underwriters. The combined purchase price for one (1) Closing Share and Warrant
to purchase 0.25 Shares shall be $1.40 (the "Combined Purchase Price") which
shall be allocated as $1.39 per share (the "Share Purchase Price") and $0.01 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 2.2
deliverable at the Closing. Upon satisfaction of the covenants and conditions
set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of
Schiff Hardin or such other location as the Company and Representatives 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 Deliveries. The Company shall deliver or cause to be delivered to
each Underwriter (if applicable) the following:

                  (i) On the Closing Date, the Closing Shares and Closing
Warrants, which Shares and Warrants shall be delivered via The Depository Trust
Company Deposit or Withdrawal at Custodian system for the accounts of the
several Underwriters;

                  (ii) On the Closing Date, a legal opinion of Company Counsel
addressed to the Underwriters, including, without limitation, a negative
assurance letter, substantially in the form of Exhibit A attached hereto, in
form and substance reasonably satisfactory to the Representatives;

                  (iii) 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 Representatives, dated as of the date of
this Agreement, and a bring-down letter dated as of the Closing Date from the
Company Auditor, addressed to the Underwriters and in form and substance
satisfactory in all respects to the Representatives;

                  (iv) On the Closing Date, a letter from IP Company Counsel
addressed to the Underwriters, substantially in the form of Exhibit B attached
hereto in form and substance reasonably satisfactory to the Representatives;

                  (v) On the Closing Date, the duly executed and delivered
Officer's Certificate, substantially in the form required by Exhibit C attached
hereto;

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

                  (vii) On the Closing Date, the duly executed and delivered
Secretary's Certificate, substantially in the form required by Exhibit D
attached hereto.

                  (viii) On the Closing Date, the duly executed and delivered
Underwriters' Warrants, in form and substance reasonably satisfactory to the
Representatives.

                  (ix) Contemporaneously herewith, the duly executed Warrant
Agreement.

         2.3 Closing Conditions. The respective obligations of each Underwriter
hereunder in connection with the Closing are subject to the following conditions
being met (or being waived by the Representatives):

                  (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 (unless as of a specific date therein), of the representations and
warranties of the Company contained herein;


                                       8
<PAGE>

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

                  (iii) the delivery by the Company of the items set forth in
Section 2.2 of this Agreement;

                  (iv) the Registration Statement shall be effective on the date
of this Agreement, and at the Closing Date no stop order suspending the
effectiveness of the Registration Statement shall have been issued or, 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 Representatives;

                  (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 Warrant Shares and the Common
Stock underlying the Underwriters' Warrants shall have been approved for listing
on the Trading Market; and

                  (vii) prior to the Closing Date: (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.

     2.4 Representatives'  Warrants.  As additional  consideration,  the Company
hereby agrees to issue and sell to the Representatives  (and/or their respective
designees)  on the Closing  Date,  their pro rata portion  (based on the Closing
Securities  purchased)  of  warrants  (the  "Underwriters'  Warrants")  for  the
purchase  of an  aggregate  of up to 550,000  shares of Common  Stock (5% of the
number of  Closing  Shares  plus 5% of the  number  of  Warrant  Shares)  for an
aggregate  purchase  price  of  $100.00.  The  Underwriters'  Warrants  shall be


                                       9
<PAGE>

exercisable, in whole or in part, commencing on the date that is six months from
the Closing  Date and  expiring  on the  three-year  anniversary  of the initial
exercise  date at an  initial  exercise  price  per  share  equal to 125% of the
Closing Purchase Price. The Underwriters' Warrants shall be in a form reasonably
acceptable to the Representatives.  The Underwriters'  Warrants and Common Stock
issuable upon exercise of the Underwriters' Warrants are hereinafter referred to
collectively as the "Underwriters' Securities."

                                   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 and as of the Closing Date 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

                                       10
<PAGE>

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
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
February  28,  2013  (the  "Effective  Date"),  for the  registration  under the
Securities Act of the Securities and the Underwriters'  Securities.  At the time
of such filing and at the time of the filing of the Company's  Form 10-K for the
year ended  September  30, 2013,  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


                                       11
<PAGE>

and the  Prospectus  Supplement  will  meet the  requirements  set forth in Rule
424(b). The Company has advised the  Representatives 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.  If the Company
has  filed  an  abbreviated   registration   statement  to  register  additional
securities  pursuant  to Rule  462(b)  under  the  Securities  Act (the  "462(b)
Registration  Statement"),   then  any  reference  herein  to  the  Registration
Statement  shall also be deemed to include such 462(b)  Registration  Statement.
The offer and sale of the Securities and the Underwriters'  Securities have been
registered under the  Registration  Statement,  and the  Registration  Statement
remains  effective  and no stop order has been  issued.  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 Representatives,  prepare, use or refer to, any
free writing prospectus.

         (g) Issuance of Securities. The Closing Shares, Warrant Shares and
shares of Common Stock underlying the Underwriters' Warrants 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. The Warrants and Underwriters' Warrants 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 free and
clear of all Liens. 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 and Underwriters' Securities
will not be subject to personal liability by reason of being such holders. The
Securities and Underwriters' 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 and
Underwriters' Securities has been duly and validly taken. The Securities and
Underwriters' Securities conform in all material respects to all statements with
respect thereto contained in the Registration Statement.


                                       12
<PAGE>

         (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, there are no outstanding options, warrants, rights to
subscribe to, calls or commitments of any character whatsoever 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 and
Underwriters' 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 and Underwriters'
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 of the filing of its most recent Form 10-K 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


                                       13
<PAGE>

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
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
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


                                       14
<PAGE>

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 their 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 law 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,
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


                                       15
<PAGE>

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
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


                                       16
<PAGE>

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. Except as shown on
Schedule 3.1(r), 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 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 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.


                                       17
<PAGE>

         (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 Representatives 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(b) 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 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


                                       18
<PAGE>

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
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


                                       19
<PAGE>

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 of such reports all outstanding
secured and unsecured Indebtedness of the Company or any Subsidiary, or for
which the Company or any Subsidiary has commitments.

         (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


                                       20
<PAGE>

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, 2014. 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
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.


                                       21
<PAGE>

         (ff) FINRA Affiliation. No officer, director or any beneficial owner of
5% or more of the Company's 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 Representatives or to
Schiff Hardin 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.

         (jj) Minute Book. The minute books of the Company and each Subsidiary
have been made available to the Underwriters and counsel for the Underwriters,
and such books (i) contain a complete summary of all meetings and actions of the
board of directors (including each board committee) and stockholders of the
Company and each Subsidiary since the time of its respective incorporation or
organization through the date of the latest meeting and action, and (ii)
accurately in all material respects reflect all transactions referred to in such
minutes.

         (kk) Forward looking Statements; Market Data. No forward-looking
statement (within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act) contained in either the Prospectus Supplement or the
Prospectus has been made or reaffirmed without a reasonable basis or has been
disclosed other than in good faith. The statistical and market related data
included or incorporated by reference in the Registration Statement, the
Prospectus Supplement and the Prospectus are based on or derived from sources
that the Company believes to be reliable and accurate, and such data agree with
the sources from which they are derived.

     (ll) Clinical Trials.  All preclinical and clinical studies conducted by or
on behalf of the Company that are material to the Company and the  Subsidiaries,
taken as a whole,  are or have been  adequately  described  in the  Registration
Statement,  the  Prospectus  Supplement  and  the  Prospectus  in  all  material
respects. To the Company's knowledge, after reasonable inquiry, the clinical and
preclinical   studies  conducted  by  or  on  behalf  of  the  Company  and  its
Subsidiaries  that are described in the Registration  Statement,  the Prospectus
Supplement  and the  Prospectus  or the results of which are  referred to in the


                                       22
<PAGE>

Registration  Statement,  the Prospectus Supplement and the Prospectus were and,
if still ongoing,  are being conducted in material  compliance with all laws and
regulations  applicable  thereto  in the  jurisdictions  in which they are being
conducted  and with  all laws and  regulations  applicable  to  preclinical  and
clinical  studies  from  which  data  will be  submitted  to  support  marketing
approval.  The  descriptions  in  the  Registration  Statement,  the  Prospectus
Supplement  and the  Prospectus  of the results of such studies are accurate and
complete in all material  respects and fairly present the data derived from such
studies, and the Company has no knowledge of any large well-controlled  clinical
study the aggregate  results of which are  inconsistent  with or otherwise  call
into question the results of any clinical study conducted by or on behalf of the
Company  that  are  described  in the  Registration  Statement,  the  Prospectus
Supplement  and the  Prospectus  or the results of which are  referred to in the
Registration Statement, the Prospectus Supplement and the Prospectus.  Except as
disclosed in the  Registration  Statement,  the  Prospectus  Supplement  and the
Prospectus,  the Company has not received any written notices or statements from
the FDA, the European Medicines Agency ("EMEA") or any other governmental agency
or authority  imposing,  requiring,  requesting or  suggesting a clinical  hold,
termination,  suspension  or  material  modification  for or of any  clinical or
preclinical  studies  that are  described  in the  Registration  Statement,  the
Prospectus Supplement and the Prospectus or the results of which are referred to
in the Registration Statement,  the Prospectus Supplement and the Prospectus and
the Prospectus.

         (mm) Integration. 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 the Offering of the Securities to be
integrated with prior offerings by the Company for purposes of the Securities
Act which would require the registration of any such securities under the
Securities Act.

         (nn) NYSE MKT Compliance. The Company is in compliance with all
applicable corporate governance requirements set forth in the NYSE Rules that
are now in effect and is actively taking steps to ensure that it will be in
compliance with other applicable corporate governance requirements set forth in
the NYSE Rules not currently in effect upon and all times after the
effectiveness of such requirements.

                                   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


                                       23
<PAGE>

Registration  Statement,  and copies of the documents  incorporated by reference
therein.  The Company  shall not file any such  amendment or supplement to which
the Representatives 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 Representatives) 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 Representatives.

         (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 consent of
the Representatives. Any such free writing prospectus consented to by the
Representatives 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.


                                       24
<PAGE>

         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 or
Underwriters' Warrants are no longer outstanding and will notify the
Underwriters and the holders of the Warrants or Underwriters' 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 or Underwriters' 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 or Underwriters' 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 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 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 Closing  Securities to be sold in the Offering with the Commission;  (b) all
actual  FINRA filing fees  associated  with the review of the Offering by FINRA;
(c) all fees and expenses relating to the listing of the Closing Shares, Warrant
Shares and Common Stock underlying the  Underwriters'  Warrants on the NYSE MKT;
(d) all actual fees, expenses and disbursements relating to background checks of
the  Company's  officers  and  directors  in an amount not to exceed  $2,000 per
individual and $6,000 in the aggregate  such expenses to be documented  prior to


                                       25
<PAGE>

being  reimbursed;  (e) all fees,  expenses  and  disbursements  relating to the
registration or  qualification of such securities to be sold hereunder under the
"blue  sky"  securities  laws of such  states  and  other  jurisdictions  as the
Representatives may reasonably  designate  (including,  without limitation,  all
filing  and  registration  fees));  (f) all  fees,  expenses  and  disbursements
relating to the  registration,  qualification or exemption of such securities to
be sold hereunder under the securities laws of such foreign jurisdictions as the
Representatives  may  reasonably  designate;  (g) the costs of all  mailing  and
printing of the underwriting  documents  (including,  without  limitation,  this
Underwriting Agreement, any Blue Sky Surveys and, if appropriate,  any Agreement
Among Underwriters, Selected Dealers' Agreement, Underwriters' Questionnaire and
Power of Attorney),  Registration  Statements,  Prospectuses and all amendments,
supplements and exhibits thereto and as many preliminary and final  Prospectuses
as  the  Representatives  may  reasonably  deem  necessary;  (h)  the  costs  of
preparing,   printing  and  delivering  certificates  representing  any  of  the
securities to be sold hereunder; (i) fees and expenses of the transfer agent for
the Common Stock or warrant agent for the Warrants;  (j) stock  transfer  and/or
stamp taxes, if any, payable upon the transfer of securities from the Company to
the Representatives; (k) the fees and expenses of the Company's accountants; and
(l) the fees and expenses of the  Company's  legal  counsel and other agents and
representatives.  The  Underwriters may also deduct from the net proceeds of the
Offering  payable to the  Company on the  Closing  Date the  expenses  set forth
herein to be paid by the Company to the Underwriters.

         (c) Non-accountable Expenses. The Company further agrees that, in
addition to the expenses payable pursuant to Section 4.6(b), on the Closing Date
it shall pay to the Representatives, by deduction from the net proceeds of the
Offering contemplated herein, a non-accountable expense allowance equal to one
percent (1.0%) of the gross proceeds received by the Company from the sale of
the Closing Securities.

         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 405 days or, if the fourth quarter following the fiscal
quarter that includes the Effective Date is the last fiscal quarter of the
Company's fiscal year, 440 days after the end of the Company's current fiscal
quarter 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
Representatives)  has taken or will take,  directly  or  indirectly,  any action
designed  to or that has  constituted  or that might  reasonably  be expected to


                                       26
<PAGE>

cause or result in,  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 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.

     4.15  Securities  Laws  Disclosure;   Publicity.  At  the  request  of  the
Representatives, 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 Representatives shall consult with each other in issuing any other press


                                       27
<PAGE>

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.

         4.16 Shareholder Rights Plan. No claim will be made or enforced by the
Company or, with the consent of the Company, by 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.

         4.17 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 the Warrant Shares and the
shares underlying the Underwriters' Warrants upon the exercise of the
Underwriters' Warrants.

         4.18 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 of the Common Stock on the Trading Market on which it is
currently listed and, concurrently with the execution of this Agreement, the
Company shall apply to list or quote all of the Closing Shares, Warrant Shares
and shares underlying the Underwriters' Warrants on such Trading Market and on
or before the Closing shall secure the listing of all of the Closing Shares,
Warrants Shares and shares underlying the Underwriters' Warrants 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, Warrant Shares and shares
underlying the Underwriters' Warrants, and will take such other action as is
necessary to cause all of the Closing Shares, Warrant Shares and shares
underlying the Underwriters' Warrants to be listed or quoted on such other
Trading Market as promptly as possible.

         4.19 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 4.19 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.

     4.20 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


                                       28
<PAGE>

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 Representatives are each 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.

     4.21  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 with 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).

     4.22  Warrant  Shares.   If  all  or  any  portion  of  a  Warrant  or  the
Underwriters'  Warrants  is  exercised  at a time  when  there  is an  effective
registration  statement  to cover the  issuance of the Warrant  Shares or shares
underling  the  or  the  Underwriters'  Warrants  or  if  the  Warrants  or  the
Underwriters'  Warrants are exercised via cashless  exercise at a time when such
Warrant Shares or shares underlying the Underwriters' Warrants would be eligible
for resale under Rule 144 by a non-affiliate of the Company,  the Warrant Shares
or shares  underlying the  Underwriters'  Warrants  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 or


                                       29
<PAGE>

shares  underlying  the  Underwriters'  Warrants)  is  not  effective  or is not
otherwise  available for the sale of the Warrant Shares or shares underlying the
Underwriters'  Warrants, the Company shall immediately notify the holders of the
Warrants  or  Underwriters'  Warrants,  as  applicable,  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  or  shares  underlying  the
Underwriters'  Warrants (it being understood and agreed that the foregoing shall
not limit the  ability of the Company to issue,  or any holder  thereof to sell,
any of the Warrant  Shares or shares  underlying the  Underwriters'  Warrants in
compliance with applicable federal and state securities laws).

         4.23 Warrant Solicitation Fee. To the extent permitted pursuant to
FINRA Rule 5110(f)(K) with respect to either of the Representatives, the Company
shall pay the applicable Representative a cash fee payable within 48 hours of
(but only in the event of) the receipt by the Company of any cash proceeds from
the exercise of the Warrants equal to 6.5% of the aggregate cash exercise price
received by the Company upon such exercise.

                                    ARTICLE V
                                 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
such Underwriter and the Company or between such Underwriter and any third party
or  otherwise),  and the  Company  agrees to advance  all such  expenses as such
expenses  are  reasonably  incurred  by such  Underwriter,  Selected  Dealer  or
Controlling  Person  in  connection  with  investigating,  defending,  settling,
compromising  or paying any such loss,  claim,  damage,  liability or expense 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


                                       30
<PAGE>

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
(selected by such Underwriter or such Selected  Dealer,  as the case may be, and
reasonably  acceptable  to the  Company)  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 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.
No  indemnifying  party  shall (x)  without  the prior  written  consent  of the
indemnified   parties  (which  consent  shall  not  be  unreasonably   withheld,
conditioned  or delayed),  settle or  compromise  or consent to the entry of any
judgment  with  respect to any  pending or  threatened  claim,  action,  suit or
proceeding in respect of which  indemnification  or  contribution  may be sought
hereunder  (whether  or not the  indemnified  parties  are  actual or  potential
parties to such claim or action) unless such  settlement,  compromise or consent
includes an unconditional  release of each indemnified  party from all liability
arising out of such claim,  action,  suit or  proceeding  and does not include a
statement as to, or an admission of fault, culpability or a failure to act by or
on behalf of any  indemnified  party, or (y) be liable for any settlement of any


                                       31
<PAGE>

such action  effected  without its written  consent  (which consent shall not be
unreasonably withheld,  conditioned or delayed), but if settled with the consent
of the  indemnifying  party or if there be a final judgment for the plaintiff in
any such action,  the  indemnifying  party agrees to indemnify and hold harmless
any  indemnified  party from and against any loss or liability by reason of such
settlement or judgment.

         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
hereto 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 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  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
commission  appearing on the cover page of the  Prospectus  bears to the initial
offering price appearing thereon and the Company is responsible for the balance,


                                       32
<PAGE>

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  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  Representatives  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  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  Representatives'  opinion,  make it inadvisable to


                                       33
<PAGE>

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  Representatives  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  Representatives'  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
Representatives its actual and accountable out of pocket expenses related to the
transactions contemplated herein then due and payable (excluding the fees and
disbursements of counsel to the Underwriters) 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 Representatives. No waiver of any
default with respect to any provision, condition or requirement of this
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.

                                       34
<PAGE>

         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 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 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.


                                       35
<PAGE>

         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 R. Kersten
       -----------------------------------
Name:  Geert R. 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.

As the Representatives of the several
Underwriters listed on Schedule I

DAWSON JAMES SECURITIES, INC.               LAIDLAW & COMPANY (UK) LTD.


By:    /s/ Robert D. Keyser                 By:    /s/ Hugh Regan
       --------------------------                  ------------------------
Name:  Robert D. Keyser, Jr.                Name:  Hugh Regan
Title: Chief Executive Officer              Title: Executive Director

Address for Notice:                         Address for Notice:
1 North Federal Highway, Suite 500          546 Fifth Avenue, 5th Floor
Boca Raton, Florida 33432                   New York, New York 10036
Facsimile: 561-391-5757                     Facsimile: 212-297-0670

Copy to:
        Schiff Hardin LLP
        901 K Street NW, Suite 700
        Washington, DC 20001
        Attention: Ralph De Martino


                                       37
<PAGE>



SCHEDULE I

                                   SCHEDULE I

                            SCHEDULE OF UNDERWRITERS


                                                  Closing      Closing Purchase
Underwriter                    Closing Shares     Warrants          Price*
-----------                    --------------     ---------    ----------------

Dawson James Securities, Inc.    4,400,000        1,100,000      $ 5,759,600
Laidlaw & Company (UK) Ltd.      4,400,000        1,100,000      $ 5,759,600
                                                                 -----------

                 Total                                           $11,519,200


*    Represents  Combined  Purchase  Price less  commissions.  Does not  include
     non-accountable  expense  allowance  set forth in Section  4.6(c).  Assumes
     maximum offering.



                                       38
<PAGE>


                               CEL-SCI CORPORATION
                             UNDERWRITER'S AGREEMENT
                                    SCHEDULES

Schedule 3.1(h): None.

Schedule 3.1(r):  Between December 2008 and June 2009, the Company's
                  President, and a director, Maximilian de Clara, loaned the
                  Company $1,104,057. The loan from Mr. de Clara bears interest
                  at 15% per year and is secured by a lien on substantially all
                  of the Company's assets. The Company does not have the right
                  to prepay the loan without Mr. de Clara's consent. The loan
                  was initially payable at the end of March 2009, but was
                  extended. At the time the loan was originally due, and in
                  accordance with the loan agreement, the Company issued Mr. de
                  Clara warrants to purchase 164,824 shares of the Company's
                  common stock at a price of $4.00 per share. The warrants are
                  exercisable at any time prior to December 24, 2014. In June
                  2009, the loan with Mr. de Clara was extended for the second
                  time to July 6, 2014, but, at Mr. de Clara's option, the loan
                  may be converted into shares of the Company's common stock.
                  The number of shares which will be issued upon any conversion
                  will be determined by dividing the amount to be converted by
                  $4.00. As further consideration for the second extension, Mr.
                  de Clara received warrants to purchase 184,930 shares of the
                  Company's common stock at a price of $5.00 per share at any
                  time prior to January 6, 2015. On May 13, 2011, to recognize
                  Mr. de Clara's willingness to agree to subordinate his note to
                  the convertible preferred shares and convertible debt as part
                  of the settlement agreement, the Company extended the maturity
                  date of the note to July 6, 2015.

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. On October 17, 2013,
                  the Company received notification from NYSE Regulation that
                  the Company was now considered to have regained compliance
                  with the listing requirements.




                                       39
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>form8klaidlawexh5april-14.txt
<DESCRIPTION>EXH. 5 - OPINION OF H&H
<TEXT>

                                    EXHIBIT 5



<PAGE>

                                HART & HART, LLC
                                ATTORNEYS AT LAW
                             1624 Washington Street
                                Denver, CO 80203
William T. Hart, P.C.               ________                  harttrinen@aol.com
Will Hart                                                         (303) 839-0061
Fax: (303) 839-5414

                                 April 14. 2014


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:

     o    up to 8,800,000  shares of common stock;  o warrants to purchase up to
          2,200,000 shares of common stock;

     o    up to 2,200,000  shares of common stock  issuable upon the exercise of
          the warrants;

     o    underwriters'  warrants  which allow for the purchase of up to 550,000
          shares of common stock;

     o    up to 550,000 shares of common stock issuable upon the exercise of the
          underwriters' warrants,

all as  referred  to in  the  Registration  Statement  on  Form  S-3  (File  No.
333-186103)(the "Registration Statement") filed with the Securities and Exchange
Commission,  declared  effective by the Securities and Exchange  Commission (the
"Commission")  on February  28,  2013,  the  prospectus  included  therein  (the
"Prospectus")  and  the  prospectus  supplement,   dated  April  14,  2014  (the
"Prospectus  Supplement"),  filed with the Commission pursuant to Rule 424(b) of
the rules and  regulations  of the  Securities  Act. The  Prospectus  Supplement
pertains  to  an  underwritten   offering  (the  "Offering")   pursuant  to  the
Underwriting  Agreement  dated  December  19,  2013  between the Company and the
underwriters named therein (the "Underwriting Agreement").

     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 shares of common stock  mentioned  above,  when sold in the manner
          described  in the  Registration  Statement,  the  Prospectus  and  the
          Prospectus  Supplement and in accordance with the terms and conditions
          of the  Underwriting  Agreement,  have been  legally  issued and these
          shares  represent  fully paid and  non-assessable  shares of CEL-SCI's
          common stock;


<PAGE>

     o    the warrants and the underwriter's  warrants,  when sold in the manner
          described  in the  Registration  Statement,  the  Prospectus  and  the
          Prospectus  Supplement and in accordance with the terms and conditions
          of the  Underwriting  Agreement,  have been legally issued,  are fully
          paid and non-assessable and are the binding  obligations of CEL-SCI in
          accordance with the terms thereof; and

     o    the shares of common stock  issuable upon the exercise of the warrants
          and the underwriters'  warrants,  when sold in the manner described in
          the  Registration   Statement,   the  Prospectus  and  the  Prospectus
          Supplement  and in  accordance  with the terms and  conditions  of the
          Underwriting  Agreement,  will be legally  issued  and will  represent
          fully paid and non-assessable shares of CEL-SCI's common stock.

                                               Very truly yours,

                                               HART & HART, LLC

                                               /s/  William T. Hart

                                               William T. Hart

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>form8klaidlawexh10kk4-14.txt
<DESCRIPTION>EXH. 10(KK) - UNDERWRITERS' WARRANT
<TEXT>

                                 EXHIBIT 10 (kk)


<PAGE>


                               CEL-SCI CORPORATION
               WARRANT TO PURCHASE ___ SHARES OF COMMON STOCK(1)

                                                             ____________, 2014

         This WARRANT (this "Warrant") of CEL-SCI Corporation, a Colorado
corporation (the "Company"), pursuant to that certain Underwriting Agreement,
dated as of April [_], 2014, by and between the Company and Dawson James
Securities, Inc. ("Dawson James") and Laidlaw & Co. (UK) Ltd. ("Laidlaw") (the
"Representatives"), as representatives of a group of underwriters (collectively,
the "Underwriters"), relating to a "best efforts" public offering (the
"Offering") of common stock, par value $0.01 per share (the "Common Stock"), of
the Company.

     FOR VALUE RECEIVED,  the Company hereby grants to Representatives and their
respective  permitted  successors and assigns  (collectively,  the "Holder") the
right to  purchase  from the Company up to ______  shares of Common  Stock (such
Common Stock  underlying  this Warrant,  the "Warrant  Shares"),  at a per share
purchase price equal to $[_] [125% OF THE PUBLIC  OFFERING PRICE] (the "Exercise
Price"),  subject to the terms,  conditions and  adjustments  set forth below in
this Warrant.

     1. Exercisability of Warrant.  This Warrant shall become exercisable on the
six month  anniversary  of the Closing Date (the  "Vesting  Date").  Capitalized
terms used and not otherwise defined herein shall have the meanings set forth in
that certain  Underwriting  Agreement,  dated April [_],  2014, by and among the
Company and the Underwriters.

     2.  Expiration of Warrant.  This Warrant shall expire on the three (3) year
anniversary of the Vesting Date (the "Expiration Date").

     3. Exercise of Warrant.  This Warrant shall be exercisable  pursuant to the
terms of this Section 3.

          3.1 Manner of Exercise

          (a) This  Warrant is  exercisable  in whole or in part at any time and
     from  time  to  time  after  the  Vesting  Date.  Such  exercise  shall  be
     effectuated by submitting to the Company (either by delivery to the Company
     or by facsimile  transmission as provided in Section 12 hereof) a completed
     and duly executed Notice of Exercise (substantially in the form attached to
     this Warrant, the "Notice of Exercise") as provided in this paragraph.  The
     "Exercise Date" shall be determined  based upon the date of delivery of the
     Warrant as set forth in Section 12 hereof.  Except that,  if such Notice of
     Exercise is faxed to the Company,  the  Exercise  Date shall be the date of
     the  facsimile  transmission;  provided  that the  Holder  of this  Warrant
     tenders  this  Warrant  to  the  Company  within  five  (5)  business  days
     thereafter.  The Notice of Exercise shall be executed by the Holder of this
     Warrant  and  shall  indicate  the  number of  Warrant  Shares  then  being
     purchased  pursuant  to such  exercise.  Upon  surrender  of this  Warrant,
     together  with  appropriate  payment of the Exercise  Price for the Warrant
     Shares purchased,  the Holder shall be entitled to receive a certificate or
     certificates  for the Common Stock so purchased.  The Exercise Price may be
     paid in a "cashless" or "cash" exercise or a combination  thereof  pursuant
     to Section 3.1(b) and/or Section  3.1(c) below,  as applicable.

          (b) If the Notice of Exercise form elects a "cashless"  exercise,  the
     Holder  shall  thereby be  entitled to receive a number of shares of Common
     Stock determined as follows:

                  X = Y [(A - B)/A]

                  where:

                  X = the number of Warrant Shares to be issued to the Holder.

_______________________
1)   An amount equal to 5% of the Common  Stock,  plus 5% of the Warrant  Shares
     sold in the Offering.

<PAGE>


                  Y = the number of Warrant Shares with respect to which this
                      Warrant is being exercised.

                  A = the Fair Market Value

                  B = the Exercise Price.

     For  purposes of this  Section  3.1(b),  "Fair  Market  Value" shall be the
closing price of the Common Stock as reported by the OTC Bulletin  Board,  or if
listed on a national  securities  exchange or quoted on an  automated  quotation
service,  such national  securities  exchange or automated quotation service, on
the trading date immediately  prior to the Exercise Date. If the Common Stock is
not then listed on a national stock exchange or quoted on the OTC Bulletin Board
or such other  quotation  system or  association,  the Fair Market  Value of one
share of Common Stock as of the date of determination, shall be as determined in
good faith by the Board of  Directors  of the  Company  and the  Holder.  If the
Common  Stock is not then  listed on a  national  securities  exchange,  the OTC
Bulletin  Board or such  other  quotation  system or  association,  the Board of
Directors of the Company shall respond  promptly,  in writing,  to an inquiry by
the Holder  prior to the  exercise  hereunder as to the Fair Market Value of one
share of Common Stock as determined by the Board of Directors of the Company. In
the event that the Board of  Directors  of the Company and the Holder are unable
to agree upon the Fair Market  Value,  the Company and the Holder shall  jointly
select an appraiser,  who is experienced  in such matters.  The decision of such
appraiser shall be final and conclusive, and the cost of such appraiser shall be
borne  equally by the  Company  and the Holder.  Such  adjustment  shall be made
successively whenever such a payment date is fixed.

          (c) If the  Notice of  Exercise  form  elects a "cash"  exercise,  the
     Exercise  Price  per  share of  Common  Stock  for the  shares  then  being
     exercised shall be payable in cash or by certified or official bank check.

     3.2 When Exercise Effective.  Each exercise of this Warrant shall be deemed
to have been effected immediately prior to the close of business on the business
day on which this  Warrant  shall have been duly  surrendered  to the Company as
provided in Sections 3.1 and 12 hereof,  and, at such time,  the Holder in whose
name any certificate or  certificates  for Warrant Shares shall be issuable upon
exercise as  provided  in Section 3.3 hereof  shall be deemed to have become the
holder or holders of record  thereof of the number of Warrant  Shares  purchased
upon exercise of this Warrant.

     3.3  Delivery of Common  Stock  Certificates  and New  Warrant.  As soon as
reasonably practicable after each exercise of this Warrant, in whole or in part,
and in any event within five (5) business days thereafter,  the Company,  at its
expense (including the payment by it of any applicable issue taxes),  will cause
the name of the Holder (or as Holder may  direct) to be entered in the  register
of holders in respect of the Warrant  Shares and  further  cause to be issued in
the name of and delivered to the Holder hereof or,  subject to Sections 9 and 10
hereof,  as the Holder (upon  payment by the Holder of any  applicable  transfer
taxes) may direct:

          (a)  a  certificate  or  certificates  (with  appropriate  restrictive
     legends, as applicable) for the number of duly authorized,  validly issued,
     fully paid and  non-assessable  Warrant Shares to which the Holder shall be
     entitled upon exercise; and

          (b) in case  exercise is in part only, a new Warrant  document of like
     tenor,  dated the date hereof,  for the remaining  number of Warrant Shares
     issuable  upon  exercise of this Warrant after giving effect to the partial
     exercise of this Warrant  (including  the delivery of any Warrant Shares as
     payment of the Exercise Price for such partial exercise of this Warrant).

     4. Certain Adjustments. For so long as this Warrant is outstanding:

     4.1 Mergers or  Consolidations.  If at any time after the date hereof there
shall be a capital  reorganization  (other than a combination  or subdivision of
the Common Stock otherwise  provided for herein) resulting in a reclassification
to or change in the terms of  securities  issuable upon exercise of this Warrant
(a  "Reorganization"),  or a merger or consolidation of the Company with another
corporation,  association,  partnership,   organization,  business,  individual,


                                       2
<PAGE>


government or political subdivision thereof or a governmental agency (a "Person"
or the "Persons")  (other than a merger with another Person in which the Company
is the  continuing  corporation,  or in which the  holders of 50% or more of the
capital stock of the Company immediately preceding such merger hold no less than
50% of the capital stock in the  continuing  corporation  immediately  following
such merger and which does not result in any  reclassification  or change in the
terms of securities  issuable upon exercise of this Warrant or a merger effected
exclusively  for the  purpose  of  changing  the  domicile  of the  Company)  (a
"Merger"),  then, as a part of such  Reorganization or Merger,  lawful provision
and adjustment  shall be made so that the Holder shall thereafter be entitled to
receive,  upon  exercise of this  Warrant,  the number of shares of stock or any
other equity or debt securities or property  receivable upon such Reorganization
or Merger  by a holder of the  number of  Common  Stock  which  might  have been
purchased upon exercise of this Warrant immediately prior to such Reorganization
or  Merger.  In any  such  case,  appropriate  adjustment  shall  be made in the
application  of the  provisions  of this  Warrant with respect to the rights and
interests of the Holder after the  Reorganization  or Merger to the end that the
provisions of this Warrant  (including  adjustment of the Exercise Price then in
effect and the number of Warrant  Shares) shall be applicable  after that event,
as near as  reasonably  may be, in relation to any shares of stock,  securities,
property or other assets  thereafter  deliverable upon exercise of this Warrant.
The  provisions  of  this  Section  4.1  shall  similarly  apply  to  successive
Reorganizations and/or Mergers.

     4.2 Splits and Subdivisions;  Dividends. In the event the Company should at
any  time  or from  time  to time  effectuate  a  split  or  subdivision  of the
outstanding  Common  Stock  or pay a  dividend  or  make a  distribution  on the
outstanding  Common Stock that is payable,  in each case, in  additional  Common
Stock or other  securities or rights  convertible  into, or entitling the holder
thereof to receive, directly or indirectly, additional Common Stock (hereinafter
referred  to  as  the  "Common  Stock  Equivalents")   without  payment  of  any
consideration  by such holder for the  additional  Common  Stock or Common Stock
Equivalents  (including the additional  Common Stock issuable upon conversion or
exercise  thereof),  then, as of the applicable record date (or the date of such
distribution,  split or subdivision  if no record date is fixed),  the per share
Exercise Price shall be appropriately decreased and the number of Warrant Shares
shall be  appropriately  increased in  proportion to such increase (or potential
increase) of outstanding shares; provided,  however, that no adjustment shall be
made in the  event the  split,  subdivision,  dividend  or  distribution  is not
effectuated.

     4.3  Combination  of  Shares.  If the  number of  shares  of  Common  Stock
outstanding  at any time after the date hereof is decreased by a combination  of
the   outstanding   Common  Stock,   the  per  share  Exercise  Price  shall  be
appropriately  increased  and the  number of shares of Warrant  Shares  shall be
appropriately decreased in proportion to such decrease in outstanding shares.

     4.4  Adjustments  for Other  Distributions.  In the event the Company shall
declare a  distribution  on the  outstanding  Common  Stock  that is  payable in
securities of other Persons,  evidences of indebtedness issued by the Company or
other Persons,  assets (excluding cash dividends or distributions to the holders
of Common  Stock paid out of current or retained  earnings  and  declared by the
Company's  Board of  Directors) or options or rights not referred to in Sections
4.1,  4.2 or 4.3,  then,  in each such case for the purpose of this Section 4.4,
upon exercise of this Warrant,  the Holder shall be entitled to a  proportionate
share of any such distribution as though the Holder was the actual record holder
of the number of shares of Common  Stock  which might have been  purchased  upon
exercise  of this  Warrant  immediately  prior to the record  date fixed for the
determination  of the holders of Common Stock of the Company entitled to receive
such distribution (or the date of such distribution if no record date is fixed).

     5. No Impairment.  The Company will not, by amendment of its certificate of
incorporation or through any consolidation, merger, reorganization,  transfer of
assets, 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
of the terms and in the taking of all actions  necessary or appropriate in order
to protect the rights of the Holder against impairment.

     6. Chief Financial Officer's Report as to Adjustments. With respect to each
adjustment  pursuant to Section 4 of this Warrant,  the Company, at its expense,
will promptly  compute the adjustment or  re-adjustment  in accordance  with the
terms of this  Warrant  and cause its Chief  Financial  Officer to  certify  the
computation  (other  than any  computation  of the fair value of property of the
Company,  as the case may be). Such certification shall set forth, in reasonable
detail,  the event requiring the adjustment or  re-adjustment  and the amount of
such  adjustment or  re-adjustment,  the method of  calculation  thereof and the
facts upon which the  adjustment  or  re-adjustment  is based,  and the Exercise
Price and the number of Warrant Shares or other securities purchasable hereunder
after giving effect to such  adjustment or  re-adjustment,  which  certification

                                       3
<PAGE>


shall be mailed by first class mail,  postage prepaid to the Holder. The Company
will  also keep  copies  of all such  certifications  at its  office  maintained
pursuant  to Section  10.2(a)  hereof and will  cause them to be  available  for
inspection at the office during normal business hours upon reasonable  notice by
the Holder or any permitted  transferee of the Warrant  designated by the Holder
thereof.

     7.  Reservation  of Shares.  The Company  shall,  solely for the purpose of
effecting  the  exercise of this  Warrant,  at all times during the term of this
Warrant,  reserve and keep  available out of its authorized  Common Stock,  free
from all taxes,  liens and  charges  with  respect to the issue  thereof and not
subject to preemptive  rights or other  similar  rights of  stockholders  of the
Company, such number of shares of its Common Stock as shall from time to time be
sufficient  to effect in full the exercise of this  Warrant.  If at any time the
number of authorized but unissued Common Stock shall not be sufficient to effect
in full the  exercise of this  Warrant,  in  addition to such other  remedies as
shall be available  to Holder,  the Company will  promptly  take such  corporate
action as may, in the  opinion of its  counsel,  be  necessary  to increase  the
number of authorized but unissued Common Stock to such number of shares as shall
be sufficient for such purposes,  including without  limitation,  using its best
efforts to obtain the requisite  stockholder  approval necessary to increase the
number of authorized  Common Stock.  The Company hereby  represents and warrants
that all Common  Stock  issuable  upon  exercise of this  Warrant  shall be duly
authorized and, when sold,  issued and delivered  against payment  therefor upon
exercise   of  this   Warrant,   shall  be  validly   issued,   fully  paid  and
non-assessable.

     8. Reserved.

     9. Restrictions on Transfer. Prior to the Vesting Date, this Warrant or the
shares  of  Common  Stock  underlying  such  Warrant   thereunder  may  only  be
transferred or assigned to the persons  permitted under FINRA Rule 5110(g),  and
no opinion of counsel  shall be necessary  for a transfer of such  securities by
the holder thereof to any Person employed by or owning equity in the Holder,  if
the  transferee  agrees in writing to be subject to the terms hereof to the same
extent as if the transferee were the original purchaser hereof and such transfer
is permitted under  applicable  securities laws. This Warrant shall not be sold,
transferred,  assigned,  pledged,  or  hypothecated,  or be the  subject  of any
hedging, short sale,  derivative,  put, or call transaction that would result in
the effective  economic  disposition  of this Warrant by any person prior to the
Vesting  Date,  except as  provided  in FINRA Rule  5110(g)(2).

     10. Ownership, Transfer and Substitution of Warrant.

     10.1  Ownership of Warrant.  The Company may treat any Person in whose name
this  Warrant is  registered  in the  warrant  register  maintained  pursuant to
Section  10.2(b)  hereof as the  owner  and  holder  thereof  for all  purposes,
notwithstanding  any  notice  to the  contrary,  except  that,  if and when this
Warrant  is  properly  assigned  in blank,  the  Company  may (but  shall not be
obligated  to) treat the  bearer  thereof as the owner of such  Warrant  for all
purposes,  notwithstanding any notice to the contrary. Subject to Sections 9 and
10 hereof, this Warrant, if properly assigned,  may be exercised by a new holder
without a new Warrant first having been issued.

     10.2  Office;  Exchange  of  Warrant.

     (a)  The  Company  will  maintain  its  principal  office  at the  location
          identified in the prospectus relating to the Offering or at such other
          offices as set forth in the Company's  most current  filing (as of the
          date notice is to be given) under the Securities Exchange Act of 1934,
          as amended, or as the Company otherwise notifies the Holder.

     (b)  The Company shall cause to be kept at its office  maintained  pursuant
          to Section 10.2(a) hereof a warrant  register for the registration and
          transfer  of the  Warrant.  The name and  address of the holder of the
          Warrant,  the  transfers  thereof  and the  name  and  address  of the
          transferee  of  the  Warrant  shall  be  registered  in  such  warrant
          register.  The Person in whose name the Warrant shall be so registered
          shall be deemed and  treated as the owner and holder  thereof  for all
          purposes of this Warrant, and the Company shall not be affected by any
          notice or knowledge to the contrary.

     (c)  Upon  the  surrender  of  this   Warrant,   properly   endorsed,   for
          registration  of transfer or for exchange at the office of the Company


                                       4
<PAGE>

          maintained  pursuant  to Section  10.2(a)  hereof,  the Company at its
          expense  will  (subject  to  compliance  with  Section  9  hereof,  if
          applicable)  execute  and  deliver  to or upon the order of the holder
          thereof a new Warrant of like tenor,  in the name of such holder or as
          such holder (upon  payment by such holder of any  applicable  transfer
          taxes) may direct,  calling in the  aggregate  on the face thereof for
          the number of Common  Stock  called for on the face of the  Warrant so
          surrendered (after giving effect to any previous  adjustment(s) to the
          number of Warrant Shares).

     10.3   Replacement  of  Warrant.   Upon  receipt  of  evidence   reasonably
satisfactory  to the Company of the loss,  theft,  destruction  or mutilation of
this Warrant  and, in the case of any such loss,  theft or  destruction  of this
Warrant,  upon delivery of indemnity  reasonably  satisfactory to the Company in
form and  amount  or,  in the case of any  mutilation,  upon  surrender  of this
Warrant for  cancellation  at the office of the Company  maintained  pursuant to
Section 10.2(a) hereof, the Company,  at its expense,  will execute and deliver,
in lieu thereof, a new Warrant of like tenor and dated the date hereof.

     11. No Rights or Liabilities as Stockholder. No holder shall be entitled to
vote or receive  dividends  or be deemed  the holder of any Common  Stock or any
other  securities  of the  Company  which  may at any  time be  issuable  on the
exercise  hereof  for any  purpose,  nor  shall  anything  contained  herein  be
construed to confer upon the holder, as such, any of the rights of a stockholder
of the Company or any right to vote for the  election of  directors  or upon any
matter submitted to stockholders at any meeting thereof,  or to give or withhold
consent to any corporate action (whether upon any recapitalization,  issuance of
shares, reclassification of shares, change of par value, consolidation,  merger,
conveyance,  or  otherwise)  or to  receive  notice of  meetings,  or to receive
dividends or subscription rights or otherwise until this Warrant shall have been
exercised and the Common Stock  purchasable  upon the exercise hereof shall have
become  deliverable,  as provided herein. The holder of this Warrant will not be
entitled  to share in the assets of the  Company in the event of a  liquidation,
dissolution or the winding up of the Company.

     12.  Notices.  Any notice or other  communication  in connection  with this
Warrant shall be given in writing and directed to the parties hereto as follows:
(a) if to the Representatives, then to Dawson James Securities, Inc., c/o Dawson
James Securities,  Inc., 1 North Federal Highway, Suite 500, Boca Raton, Florida
33432,  Attn:[_],  fax no:[_]; or (b) if to the Company, to the attention of its
Chief  Executive  Officer at its office  maintained  pursuant to Section 10.2(a)
hereof; provided, that the exercise of the Warrant shall also be effected in the
manner provided in Section 3 hereof.  Notices shall be deemed properly delivered
and received  when  delivered to the notice party (i) if  personally  delivered,
upon receipt or refusal to accept  delivery,  (ii) if sent via  facsimile,  upon
mechanical  confirmation  of successful  transmission  thereof  generated by the
sending telecopy  machine,  (iii) if sent by a commercial  overnight courier for
delivery on the next business day, on the first  business day after deposit with
such courier service,  (iv) if sent by electronic mail to an address  designated
by the  recipient  without  any  notice  to the  sender  that  the  message  was
undeliverable, or (v) if sent by registered or certified mail, five (5) business
days after deposit thereof in the U.S. mail.

     13.  Payment of Taxes.  The Company  will pay all  documentary  stamp taxes
attributable  to the  issuance of Common  Stock  underlying  this  Warrant  upon
exercise of this  Warrant;  provided,  however,  that the  Company  shall not be
required to pay any tax which may be payable in respect of any transfer involved
in the transfer or  registration  of this Warrant or any  certificate for Common
Stock underlying this Warrant in a name other that of the Holder.  The Holder is
responsible for all other tax liability that may arise as a result of holding or
transferring this Warrant or receiving Common Stock underlying this Warrant upon
exercise hereof.

     14. Miscellaneous. This Warrant and any term hereof may be changed, waived,
discharged  or terminated  only by an instrument in writing  signed by the party
against which  enforcement  of the change,  waiver,  discharge or termination is
sought.  This Warrant  shall be construed  and enforced in  accordance  with and
governed by the laws of the State of Colorado, without regard to conflict of law
principles  that would result in the  application of any law other than the laws
of the State of Colorado.  The section headings in this Warrant are for purposes
of convenience only and shall not constitute a part hereof.

                            [Signature Page Follows]


                                       5
<PAGE>




         IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed as of the date first above written.


                                               CEL-SCI CORPORATION


                                              By: ______________________
                                                  Name: Geert R. Kersten
                                                  Title: Chief Executive Officer




                    [Signature Page to Underwriter's Warrant]


                                       6
<PAGE>


                                    EXHIBIT A
                             FORM OF EXERCISE NOTICE


                 [To be executed only upon exercise of Warrant]

To CEL-SCI CORPORATION,

         The undersigned registered holder of the within Warrant hereby
irrevocably exercises the Warrant pursuant to Section 3.1 of the Warrant with
respect to Warrant Shares, at an exercise price per share of $ , and requests
that the certificates for such Warrant Shares be issued, subject to Sections 9
and 10, in the name of, and delivered to:

                             ______________________
                             ______________________
                             ______________________

     The  undersigned is hereby making payment for the Warrant  Shares in the
following manner: [describe desired payment method as provided for in 3.1 of the
Warrant].

     The undersigned hereby represents and warrants that it is, and
has been since its acquisition of the Warrant, the record and beneficial owner
of the Warrant.

Dated:
      ---------------------

                  _________________________
                  Print or Type Name

                  _________________________
                  (Signature must conform in all respects to name of holder as
                   specified on the face of Warrant)

                  _________________________
                  (Street Address)

                  _______________________________________
                  (City)          (State)       (Zip Code)



                                       7
<PAGE>



                                    EXHIBIT B
                               FORM OF ASSIGNMENT

                 [To be executed only upon transfer of Warrant]

For value received, the undersigned registered holder of the within Warrant
hereby sells, assigns and transfers unto [include name and addresses] the rights
represented by the Warrant to purchase Common Stock of CEL-SCI CORPORATION to
which the Warrant relates, and appoints Attorney to make such transfer on the
books of CEL-SCI CORPORATION maintained for the purpose, with full power of
substitution in the premises.

                         Dated:_________________________
                               Signature must conform in all respects to name of
                               holder as specified on the face of Warrant)


                              _________________________
                              (Street Address)

                              __________________________________________
                               (City)          (State)       (Zip Code)

                         Signed in the presence of:


                              __________________________
                             (Signature of Transferree)


                              _________________________
                              (Street Address)

                              __________________________________________
                               (City)          (State)       (Zip Code)



                                       8
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>form8klaidlawexh10ll4-14.txt
<DESCRIPTION>EXH. 10(LL) - WARRANT AGENT AGREE
<TEXT>

                                 EXHIBIT 10(ll)



<PAGE>


                             WARRANT AGENT AGREEMENT

         This Agreement, dated as of ________, 2014, is between CEL-SCI
Corporation, a Colorado corporation (the "Company"), and Computershare Inc., a
Delaware corporation ("Computershare"), and its wholly owned subsidiary
Computershare Trust Company N.A., a federally chartered trust company
(collectively the "Warrant Agent").

         WHEREAS, the Company proposes to sell to public investors warrants
("the Series T Warrants") to purchase up to 2,200,000 shares of the Company's
common stock. Each Warrant is exercisable to purchase one share of Common Stock
upon the terms and conditions and subject to adjustment in certain
circumstances, all as set forth in this Agreement.

         WHEREAS, the Company wishes to retain the Warrant Agent to act as
warrant agent on behalf of the Company, and the Warrant Agent is willing so to
act, in connection with the issuance, transfer, exchange and replacement of the
certificates evidencing the Warrants to be issued under this Agreement (each a
"Warrant Certificate," collectively, the "Warrant Certificates") and the
exercise of the Warrants.

         WHEREAS, the Company and the Warrant Agent wish to enter into this
Agreement to set forth the terms and conditions of the Warrants and the rights
of the holders thereof (each a "Warrant Holder," and collectively, the "Warrant
Holders") and to set forth the respective rights and obligations of the Company
and the Warrant Agent. Each Warrant Holder is an intended beneficiary of this
Agreement with respect to the rights of Warrant Holders herein.

         NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereto agree as follows:

     1.   Warrants.  Every four Warrants will entitle the  registered  holder to
          purchase  from the Company one share of Common  Stock (each a "Share,"
          collectively,  the  "Shares")  at a price  of  $1.58  per  Share.  The
          exercise  price for the Warrant is referred to herein as the "Exercise
          Price." The Exercise  Price is subject to  adjustments  as provided in
          Section 12 hereof.  A Warrant Holder may exercise all or any number of
          Warrants  resulting in the  purchase of a whole number of Shares.  The
          terms of the  Warrants  are shown on  Exhibit  A. With  respect to the
          rights,  duties,  obligations and liabilities of the Warrant Agent, In
          the event of any conflict or inconsistency  between this Agreement and
          the terms of the  Warrants,  the  provisions of this  Agreement  shall
          govern  in  all  respects.   With  respect  to  the  rights,   duties,
          obligations  and  liabilities of any other person or entity other than
          the Warrant  Agent,  in the event of any  inconsistency  between  this
          Agreement  and the  terms of the  Warrants,  the  Warrant  terms  will
          control.

     2.   Exercise  Period.  The Warrants may be exercised on or before  October
          17, 2014 (the "Expiration Date") pursuant to Section 6 hereof.

     3.   Execution of Warrant  Certificates.  Warrant  Certificates shall be in
          registered form only and shall be  substantially in the form set forth
          in Exhibit B attached to this Agreement. Warrant Certificates shall be


                                       1
<PAGE>

          signed  by,  or shall  bear the  facsimile  signature  of,  the  Chief
          Executive  Officer,  President or a Vice  President of the Company and
          the Secretary or an Assistant Secretary of the Company. If any person,
          whose facsimile signature has been placed upon any Warrant Certificate
          or the signature of an officer of the Company, shall have ceased to be
          such officer before such Warrant Certificate is countersigned,  issued
          and delivered, such Warrant Certificate shall be countersigned, issued
          and delivered with the same effect as if such person had not ceased to
          be such officer.  Any Warrant Certificate may be signed by, or made to
          bear the facsimile  signature of, any person who at the actual date of
          the preparation of such Warrant  Certificate shall be a proper officer
          of the  Company to sign such  Warrant  Certificate  even  though  such
          person was not such an  officer  upon the date of the  Agreement,  and
          even if such  officer  shall  cease to be such an  officer  after  the
          preparation  of such Warrant  Certificate.  If a Warrant holder has an
          account with DTC, at the election of such Warrant holder, Warrants may
          be issued in "Book  Entry"  form by  crediting  the  Warrant  holder's
          account with DTC.

     4.   Countersigning.  Warrant  Certificates  shall be  countersigned by the
          Warrant  Agent  manually or by  facsimile  signature  and shall not be
          valid for any  purpose  unless so  countersigned.  The  Warrant  Agent
          hereby is authorized to  countersign  and deliver to, or in accordance
          with the instructions  of, any Warrant Holder any Warrant  Certificate
          which is properly issued.

     5.   Registration of Transfer and Exchanges.

          (a) The  Warrant  Agent  shall  from  time to time,  upon the  written
          request of a Warrant Holder,  register the transfer of any outstanding
          Warrant  Certificate upon records  maintained by the Warrant Agent for
          such purpose upon surrender of such Warrant Certificate to the Warrant
          Agent for transfer, accompanied by appropriate instruments of transfer
          in form and  substance  satisfactory  to the  Company  and the Warrant
          Agent, properly completed and duly executed by the Warrant Holder or a
          duly  authorized  attorney,  and such other  information and documents
          requested  by  the  Warrant  Agent.  Upon  any  such  registration  of
          transfer,  a new  Warrant  Certificate  shall be issued by the Warrant
          Agent in the name of and to the transferee and the surrendered Warrant
          Certificate shall be cancelled by the Warrant Agent.

          (b) A party requesting transfer must provide any evidence of authority
          that may be required by the Warrant  Agent,  including but not limited
          to, a  signature  guarantee  from an  eligible  guarantor  institution
          participating  in  a  signature  guarantee  program  approved  by  the
          Securities Transfer Association at a guarantee level acceptable to the
          Warrant Agent.

     6.   Exercise of Warrants.

          (a) Subject to the terms of the Warrants, any Warrant may be exercised
          in whole or in part, upon one or more  occasions,  during the exercise
          period.  The  Warrants  shall be  exercised  by the Warrant  Holder by


                                       2
<PAGE>

          surrendering  to the Warrant  Agent the Warrant  Certificate  with the
          exercise  form on the  reverse of such  Warrant  Certificate  properly
          completed and duly executed and delivering to the Warrant Agent (or by
          providing  such  other  notice  of  exercise  made  available  by  the
          Company),  by good  check or bank  draft  payable  to the order of the
          Warrant  Agent,  the  Exercise  Price for each Share to be  purchased.
          Notwithstanding  the  foregoing,  the Company  will extend a three day
          "protect"  period  after the  Expiration  Date so that any Warrant for
          which notice of exercise is received in the three  business days prior
          to and including the Expiration Date shall be deemed exercised so long
          as the  Exercise  Price is received by the Warrant  Agent no more than
          three business days after the notice of exercise.

          (b) Upon  receipt  of a Warrant  Certificate  with the  exercise  form
          thereon properly  completed and duly executed together with payment in
          full of the Exercise  Price for the Shares for which Warrants are then
          being exercised, the Warrant Agent is hereby authorized to requisition
          from any  transfer  agent for the  Shares  (or make  available  if the
          Warrant  Agent is also the transfer  agent for the  Shares),  and upon
          receipt  shall make  delivery of,  certificates  evidencing  the total
          number of whole Shares for which Warrants are then being  exercised in
          such names and  denominations  as are  required for delivery to, or in
          accordance  with  the  instructions  of,  the  Warrant  Holder.   Such
          certificates  for the  Shares  shall be deemed to be  issued,  and the
          person whom such  Shares are issued of record  shall be deemed to have
          become  a  holder  of  record  of such  Shares,  as of the date of the
          surrender  of such  Warrant  Certificate  and payment of the  Exercise
          Price, whichever shall last occur; provided that if the transfer books
          of the  Company  with  respect  to the  Shares  shall be  closed,  the
          certificates  for the Shares  issuable  upon  exercise of the Warrants
          shall be issued as of the date on which such books shall next be open,
          and the  person  to whom such  Shares  are  issued of record  shall be
          deemed to have become a record holder of such Shares as of the date on
          which such books shall next be open (whether  before,  on or after the
          Expiration  Date) and until such date the Warrant Agent shall be under
          no duty or obligation to deliver any certificate for such Shares.

          (c) [If less than all of a Warrant  Holder's  Warrants  are  exercised
          upon a single occasion,  a new Warrant  Certificate for the balance of
          the Warrants not so exercised  shall be issued and delivered to, or in
          accordance with, transfer  instructions  properly given by the Warrant
          Holder prior to the Expiration Date.]

          (d) All  Warrant  Certificates  surrendered  upon  exercise  shall  be
          cancelled by the Warrant Agent.

          (e) Upon the exercise of any Warrant, the Warrant Agent shall promptly
          deposit any payment  received in connection with such exercise into an
          account (the "Account")  established by  Computershare  at a federally
          insured  commercial  bank (the  "Bank").  All funds  deposited  in the
          account will be disbursed  by  Computershare  on a weekly basis to the
          Company  after  Computershare  has been  informed by the Bank that the
          Bank has  "collected"  the funds,  subject to any  withdrawals  by the


                                       3
<PAGE>

          Computershare   for  the  account  of  the  Warrant  Agent   permitted
          hereunder.  Once  Computershare has been informed by the Bank that the
          funds  have  been  "collected,"  the  Warrant  Agent  shall  cause the
          certificate(s) representing the exercised Warrants to be issued.

          (f) Expenses  incurred by the Warrant  Agent in  connection  with this
          Agreement will be paid or reimbursed by the Company.  These  expenses,
          including  but not limited to delivery  of Share  certificates  to the
          stockholder,  may (at the sole  discretion  of the  Warrant  Agent) be
          deducted  from the Exercise  Price  submitted by a Warrant  Holder and
          withdrawn from the Account prior to the  distribution  of funds to the
          Company.  A detailed  accounting  statement  relating to the number of
          Warrants  exercised,  name of  registered  Warrant  Holder and the net
          amount of exercised funds remitted (after payment or  reimbursement of
          the Warrant  Agent's  expenses)  will be given to the Company with the
          payment of each exercise amount.

          (g) In the event that a Warrant  Holder elects a cashless  exercise of
          Warrants,  The Company shall be solely responsible for calculating the
          number of Common  Shares  issuable in  connection  with such  cashless
          exercise and  transmitting  such calculation to the Warrant Agent in a
          written   notice,   and  the   Warrant   Agent  shall  have  no  duty,
          responsibility  or  obligation to calculate or determine the number of
          Common Shares issuable in connection with any such cashless  exercise,
          or to  investigate  or confirm  whether the Company's  calculation  or
          determination  of the number of Shares to be issued in connection with
          any such cashless  exercise is accurate or correct.  The Warrant Agent
          shall have no duty,  obligation or responsibility  with respect to any
          cashless  exercise of Warrants  until it receives such written  notice
          form the Company,  and shall be entitled to rely  conclusively  on any
          such  written   notice   provided  by  the  Company,   including   the
          calculations and  determinations  contained  therein,  and the Warrant
          Agent shall not be liable for any action taken, suffered or omitted to
          be taken by it in  accordance  with such written  instructions,  while
          waiting for such written instructions, or pursuant to this Agreement.

     7.   Bank  Accounts.  The  Company  acknowledges  that  the  bank  accounts
          maintained by Computershare  in connection with the services  provided
          under this  Agreement will be in its name and that  Computershare  may
          receive  investment  earnings in  connection  with the  investment  at
          Computershare's  risk  and for its  benefit  of  funds  held in  those
          accounts from time to time. Neither the Company nor the record holders
          will receive interest on any deposits.

     8.   Taxes. The Company will, from time to time, promptly pay all taxes and
          charges  attributable to the initial  issuance of Shares upon exercise
          of Warrants.  The Company shall not,  however,  be required to pay any
          tax or charge that may be payable in connection with or respect to any
          transfer  involved  in any  issue of  Warrant  Certificates  or in the
          issuance  of any  certificates  of Shares in the name of anyone  other
          than that of the Warrant Holder;  such taxes or charges to be the sole


                                       4
<PAGE>

          responsibility and obligation of the Warrant Holder. The Warrant Agent
          shall have no duty or  obligation to take any action under any section
          of this  Agreement  that  requires  the  payment of taxes or  charges,
          including  but not  limited to this  Section  8,  unless and until the
          Warrant  Agent is satisfied  that all such taxes  and/or  charges have
          been paid.

     9.   Replacement   Warrant   Certificates.   Warrant   Agent   shall  issue
          replacement Warrants for those certificates alleged to have been lost,
          stolen or destroyed,  upon receipt by Warrant Agent of an open penalty
          surety bond  satisfactory  to it and holding it and Company  harmless,
          absent  written  notice to Warrant Agent that such  certificates  have
          been  acquired  by a bona fide  purchaser.  Warrant  Agent may, at its
          option,   issue   replacement   Warrant   Certificates  for  mutilated
          certificates upon presentation  thereof with or without such indemnity
          or other indemnity satisfactory to it.

     10.  Reservation  of Shares.  For the  purpose of  enabling  the Company to
          satisfy all obligations to issue Shares upon exercise of the Warrants,
          the Company  will at all times  reserve and keep  available  free from
          preemptive rights, out of the aggregate of its authorized but unissued
          shares,  the full  number  of  Shares  which  may be  issued  upon the
          exercise of the Warrants and such Shares will upon issue be fully paid
          and  nonassessable  by the  Company  and free from all  taxes,  liens,
          charges and security interests with respect to the issue thereof.

     11.  Governmental Restrictions. If any Shares issuable upon the exercise of
          Warrants   require   registration  or  approval  of  any  governmental
          authority, the Company will use all commercially reasonable efforts to
          cause such Shares to be duly registered,  or approved, as the case may
          be,  and,  to  the  extent  practicable,   take  all  such  action  in
          anticipation of and prior to the exercise of the Warrants,  including,
          without  limitation,  filing any and all post-effective  amendments to
          the Company's  Registration  Statement on Form S-3  (Registration  No.
          333-186103)  necessary  to  permit a  public  offering  of the  Shares
          underlying  the  Warrants at any and all times during the term of this
          Agreement;  provided,  however,  that in no event shall such Shares be
          issued,  and the Company is authorized to refuse to honor the exercise
          of any Warrant,  if such exercise would result,  in the opinion of the
          Company's Board of Directors, upon advice of counsel, in the violation
          of any law. The Company shall  provide  prompt  written  notice of any
          such determination  made by the Company.  Until such written notice is
          received  by  the  Warrant  Agent,   the  Warrant  Agent  may  presume
          conclusively for all purposes that no such determination has been made
          by the Company.

     12.  Adjustments.

          (a) If prior to the exercise of any  Warrants,  the Company shall have
          effected  one or  more  stock  split-ups,  stock  dividends  or  other
          increases  or  reductions  of the number of shares of its Common Stock
          outstanding without receiving compensation therefor in money, services
          or property, the number of Shares subject to the Warrants shall (i) if
          a net increase  shall have been effected in the number of  outstanding
          shares of the Common  Stock,  be  proportionately  increased,  and the


                                       5
<PAGE>

          Exercise Price payable per Share shall be proportionately reduced, and
          (ii) if a net  reduction  shall  have been  effected  in the number of
          outstanding shares of the Common Stock, be proportionately reduced and
          the Exercise Price payable per Share be proportionately increased.

          (b) In the event of a capital  reorganization or a reclassification of
          the Common Stock (except as provided in Subsection 12(a)), any Warrant
          Holder,  upon exercise of the Warrants,  shall be entitled to receive,
          in substitution for the Common Stock to which the Warrant Holder would
          have  become  entitled  upon  exercise   immediately   prior  to  such
          reorganization  or  reclassification,  the  shares  (of any  class  or
          classes) or other securities or property of the Company (or cash) that
          he would have been entitled to receive at the same aggregate  Exercise
          Price upon such  reorganization or  reclassification  if such Warrants
          had been exercised  immediately  prior to the record date with respect
          to  such  event;  and in any  such  case,  appropriate  provision  (as
          determined   by  the  Board  of  Directors   of  the  Company,   whose
          determination  shall  be  conclusive  and  shall  be  evidenced  by  a
          certified Board resolution filed with the Warrant Agent) shall be made
          for the  application of this Section 12 with respect to the rights and
          interests thereafter of the Warrant Holders (including but not limited
          to the  allocation  of the Exercise  Price  between or among shares of
          classes of capital stock),  to the end that this Section 12 (including
          the   adjustments  of  the  number  of  Shares  or  other   securities
          purchasable  and the  Exercise  Price  thereof)  shall  thereafter  be
          reflected,  as nearly as  reasonably  practicable,  in all  subsequent
          exercises  of the  Warrants  for any  shares  or  securities  or other
          property  (or cash)  thereafter  deliverable  upon the exercise of the
          Warrants.

          (c) In case of any consolidation of the Company with, or merger of the
          Company  into,  another  corporation  (other than a  consolidation  or
          merger which does not result in any  reclassification or change of the
          outstanding   Common   Stock),   the   corporation   formed   by  such
          consolidation or merger shall execute and deliver to the Warrant Agent
          a  supplemental  Warrant  agreement  providing that the holder of each
          Warrant then outstanding  shall have the right  thereafter  (until the
          expiration of such Warrant) to receive, upon exercise of such Warrant,
          solely the kind and amount of shares of stock and other securities and
          property (or cash)  receivable upon such  consolidation or merger by a
          holder of the number of shares of Common  Stock for which such Warrant
          might have been  exercised  immediately  prior to such  consolidation,
          merger,  sale or transfer.  Such supplemental  Warrant agreement shall
          provide for adjustments  which shall be as nearly equivalent as may be
          practicable to the adjustments provided in this Section 12.

          (d) The Warrant  Agent shall have no  obligation  under any Section of
          this Agreement to calculate any of the  adjustments  set forth herein.
          The Warrant Agent shall be entitled to rely conclusively on, and shall
          be  fully  protected  in  relying  on,  any  certificate,   notice  or
          instructions provided by the Company with respect to any adjustment of
          the Exercise Price or the number of shares  issueable upon exercise of


                                       6
<PAGE>

          a Warrant,  or any related matter,  and the Warrant Agent shall not be
          liable for any action taken,  suffered or omitted to be taken by it in
          accordance  with any  such  certificate,  notice  or  instructions  or
          pursuant to this  Warrant  Agreement.  The Warrant  Agent shall not be
          deemed to have  knowledge of any such  adjustment  unless and until it
          shall have received written notice thereof from the Company.

     13.  Notice to Warrant  Holders.  Whenever  an  adjustment  is  required as
          provided in Section 12 or otherwise,  the Company  shall  promptly (i)
          prepare  and cause to be filed with the  Warrant  Agent a  certificate
          signed by an appropriate  Company officer setting forth the details of
          such  adjustment,  the method of calculation  and the facts upon which
          such calculation and adjustment is based,  which  certificate shall be
          conclusive  evidence  of the  correctness  of the  matters  set  forth
          therein,  and until such a  certificate  is  received  by the  Warrant
          Agent, the Warrant Agent may presume  conclusively for all purposes to
          that  no  adjustments  have  occurred,   (ii)  cause  notice  of  such
          adjustments to be given to the Warrant Holders of record, which notice
          may be by  publication  of a press  release  and by taking  such other
          steps as may be required under applicable  laws.  Without limiting the
          obligation of the Company  hereunder to provide notice to each Warrant
          Holder,  failure of the Company to give notice to the Warrant  Holders
          shall not invalidate any corporate action taken by the Company.

     14.  No Fractional  Warrants or Shares.  The Company (including the Warrant
          Agent)  shall not be required to issue  fractions  of Shares  issuable
          upon  exercise of the Warrants,  upon the reissue of Warrants,  or any
          adjustments  as described in Section 12 or otherwise;  but the Company
          shall  instruct the Warrant  Agent in writing,  in lieu of issuing any
          such fractional  interest that would otherwise be issuable,  to, round
          up or down to the nearest  full Share  issuable  upon  exercise of the
          Warrant,  or  to  make  a  cash  adjustment.  If  the  total  Warrants
          surrendered  by  any  exercise  would  result  in  the  issuance  of a
          fractional share, the Warrant Agent shall promptly inform the Company,
          and the  Company  shall  promptly  prepare  and deliver to the Warrant
          Agent a certificate instructing the Warrant Agent to either (ii) round
          up or down the aggregate number of shares issuable to the nearest full
          share,  or  (ii)  make a cash  adjustment  in  lieu  of  issuing  such
          fractional  Shares.  The  certificate  delivered by the Company to the
          Warrant Agent shall set forth in  reasonable  detail the facts related
          to such payment or  adjustment,  including the prices and/or  formulas
          used to calculate  such payment or  adjustment,  and the Company shall
          provide the Warrant Agent with sufficient  monies in the form of fully
          collected  funds to make sure payments (or direct the Warrant Agent to
          deduct such  amounts  from the  Account).  The Warrant  Agent shall be
          fully  protected in relying upon such a certificate  and shall have no
          duty with respect to, and shall not be deemed to have knowledge of any
          payment for fractional Warrants or fractional Shares under any Section
          of this  Agreement  relating to the payment of fractional  Warrants or
          fractional  Shares  unless  and until the  Warrant  Agent  shall  have
          received such a certificate and sufficient monies.

                                       7
<PAGE>


     15.  Rights of Warrant Holders.  No Warrant Holder, as such, shall have any
          rights of a stockholder of the Company,  either at law or equity,  and
          the  rights of the  Warrant  Holders,  as such,  are  limited to those
          rights expressly provided in the Warrant Certificate.  The Company and
          the Warrant Agent may treat the  registered  Warrant Holder in respect
          of  any  Warrant  as the  absolute  owner  thereof  for  all  purposes
          notwithstanding any notice to the contrary.

     16.  Warrant Agent. The Company hereby appoints the Warrant Agent to act as
          warrant  agent of the Company  with respect to the  Warrants,  and the
          Warrant Agent hereby accepts such appointments upon and subject to the
          express terms and conditions set forth herein (and no implied terms or
          conditions)  all of which the Company  and every  Warrant  Holder,  by
          acceptance of his Warrant Certificates,  shall be bound, including but
          not limited to the following:

          (a)  Statements  contained  in  this  Agreement  and  in  the  Warrant
          Certificate  shall be taken as  statements  of the Company  only.  The
          Warrant Agent assumes no responsibility  for the correctness of any of
          the same or be required to verify the same except for such  provisions
          of this Agreement that describes the Warrant Agent or the action taken
          or to be taken by the Warrant Agent hereunder. The Warrant Agent shall
          not be under any  responsibility  in respect of the  validity  of this
          Agreement  or the  execution  and  delivery  hereof  (except  the  due
          execution  hereof by the Warrant  Agent) or in respect of the validity
          or execution of any Warrant or any purchase agreement related thereto;
          nor  shall it be  responsible  for any  breach by the  Company  of any
          covenant or condition  contained in this Agreement,  any Warrant or in
          any other agreement or document related  thereto;  nor shall it by any
          act hereunder be deemed to make any  representation  or warranty as to
          the  authorization  or  reservation  of any Common Shares to be issued
          pursuant to this  Agreement or any Warrant or as to whether any Common
          Shares will, when issued,  be duly authorized,  validly issued,  fully
          paid and  nonassessable;  nor shall it have any duty or responsibility
          in the case of the  receipt of any  written  demand  from any  Warrant
          Holder  with  respect to any such  action or  default by the  Company,
          including,  without limiting the generality of the foregoing, any duty
          or  responsibility  to initiate or attempt to initiate any proceedings
          at law or otherwise or to make any demand upon the Company;.

          (b) The  Warrant  Agent  shall not be liable  or  responsible  for any
          failure of the  Company to comply  with any of the  Company's  duties,
          covenants  or  obligations  contained in this  Agreement,  the Warrant
          Certificates or in any other agreement or document.

          (c)  The  Warrant   Agent  may  consult  at  any  time  with   counsel
          satisfactory  to it (who may be counsel for the Company or an employee
          of the Warrant  Agent) and the Warrant  Agent shall incur no liability
          or  responsibility  to the Company or to any other person or entity in
          respect of any  action  taken,  suffered  or omitted to be taken by it
          hereunder  in the  absence  of bad  faith and in  accordance  with the
          opinion or the advice of such counsel.


                                       8
<PAGE>

          (d) From time to time,  the Company may provide the Warrant Agent with
          written  instructions  concerning  the services to be performed by the
          Warrant Agent  hereunder.  In addition,  at any time the Warrant Agent
          may apply to any officer of the Company for written  instruction  with
          respect to any fact or matter arising in connection  with the services
          to be performed by the Warrant  Agent under this  Agreement,  and such
          fact  or  matter  shall  be  deemed  to  be  conclusively   proved  or
          established  by any  written  Company  instructions  or other  notice,
          resolution,  waiver,  consent,  order,  certificate  or  other  paper,
          document or instrument issued in response  thereto.  The Warrant Agent
          and its  agents  and  subcontractors  shall not be liable and shall be
          indemnified by Company for any action taken, suffered or omitted to be
          taken by it in reliance upon any Company  instructions  or any notice,
          resolution,  waiver,  consent,  order,  certificate  or  other  paper,
          document or  instrument  believed by it to be genuine and to have been
          signed, sent or presented by the proper party or parties.  The Warrant
          Agent shall not be held to have notice of any change of  authority  of
          any person, until receipt of written notice thereof from the Company.

          (e) The Company  agrees to pay to the Warrant  Agent from time to time
          [reasonable  compensation]  [compensation  in accordance  with the fee
          schedule  attached  as Exhibit C hereto]  for all  services  rendered,
          together with  reimbursement for all expenses,  taxes and governmental
          charges  and all other  charges of any kind or nature  incurred by the
          Warrant Agent, in connection with the execution and  administration of
          this  Agreement  and  the  exercise  and  performance  of  its  duties
          hereunder,  and to  indemnify  the Warrant  Agent and save it harmless
          against  any and  all  liabilities,  including  judgments,  costs  and
          counsel fees and expenses, incurred in connection with this Agreement,
          except as a result of the Warrant Agent's own gross  negligence or bad
          faith or willful misconduct (each as determined by a final judgment of
          a court of competent jurisdiction).

          (f) The Warrant  Agent shall be under no  obligation  to institute any
          action,  suit or legal  proceeding  or to take  any  other  action  it
          believes  is likely to involve  expense  unless the  Company or one or
          more Warrant Holders shall furnish the Warrant Agent with security and
          indemnity  for  any  costs  and  expenses  that  may  be  incurred  in
          connection  with  such  action,  suit or  legal  proceeding,  but this
          provision shall not affect the power of the Warrant Agent to take such
          action as the  Warrant  Agent may  consider  proper,  whether  with or
          without any such  security or  indemnity.  All rights of action  under
          this  Agreement  or under any of the  Warrants  may be enforced by the
          Warrant   Agent   without  the   possession  of  any  of  the  Warrant
          Certificates  or  the  production   thereof  at  any  trial  or  other
          proceeding  relative thereto,  and any such action, suit or proceeding
          instituted  by the  Warrant  Agent  shall  be  brought  in its name as
          Warrant  Agent,  and any recovery of judgment on behalf of the Warrant
          Holders  shall be for the ratable  benefit of the  Warrant  Holders as
          their respective rights or interest may appear.

          (g) The  Warrant  Agent  (and  its  affiliates)  and any  stockholder,
          director,  officer,  agent or employee of the Warrant Agent (or any of
          its  affiliates) may buy, sell or deal in any of the Warrants or other


                                       9
<PAGE>

          securities  of the  Company or become  pecuniarily  interested  in any
          transaction  in  which  the  Company  or  any  Warrant  Holder  may be
          interested,  or  contract  with or lend  money to the  Company  or any
          Warrant  Holder or otherwise act as fully and freely as though it were
          not Warrant Agent under this Agreement.  Nothing herein shall preclude
          the Warrant Agent from acting in any other capacity for the Company or
          for any other person or legal entity.

          (h) The Warrant Agent shall be liable hereunder only for its own gross
          negligence,  bad faith and willful misconduct (each as determined by a
          final judgment of a court of competent jurisdiction).

          (i) The Warrant Agent may perform any of its duties  hereunder  either
          directly or by or through  agents or attorneys,  and the Warrant Agent
          shall not be liable for any act or failure to act by any such agent or
          attorney  absent  gross  negligence,  bad faith or willful  misconduct
          (each  as  determined  by a final  judgment  of a court  of  competent
          jurisdiction)  in the  selection  and  assignment of tasks to any such
          agent or attorney.

          (j) The Warrant Agent shall not be obligated to expend or risk its own
          funds or to take any action that it believes  would  expose or subject
          it to  expense  or  liability  or to a risk of  incurring  expense  or
          liability,  unless it has been furnished with  assurances of repayment
          or indemnity satisfactory to it.

          (k) The  Warrant  Agent  shall not be liable  or  responsible  for any
          failure of the Company to comply with any of its obligations  relating
          to the registration of securities under this Agreement or any Warrant,
          including without limitation  obligations under applicable  regulation
          or law.

          (l) The Warrant Agent shall not be under any liability for interest on
          any  monies  at  any  time  received  by it  pursuant  to  any  of the
          provisions of this Agreement.

          (m) The Warrant  Agent shall not be  accountable  or under any duty or
          responsibility   for  the  use  by  the   Company   of  any   Warrants
          authenticated  by the Warrant Agent and delivered by it to the Company
          pursuant to this  Agreement or for the  application  by the Company of
          the proceeds of the issue and sale, or exercise, of Warrants.

          (n) The  Warrant  Agent  shall act  hereunder  solely as agent for the
          Company,  and its duties shall be determined  solely by the provisions
          hereof (and no duties or  obligations  shall be inferred or  implied).
          The Warrant Agent shall not assume any  obligations or relationship of
          agency or trust with any of the owners or holders of the Warrants.

          (o)  The  Warrant  Agent  may  rely  on and be  fully  authorized  and
          protected  in  acting  or  failing  to act  upon (a) any  guaranty  of
          signature by an "eligible  guarantor  institution" that is a member or


                                       10
<PAGE>

          participant in the Securities  Transfer  Agents  Medallion  Program or
          other comparable "signature guarantee program" or insurance program in
          addition to, or in  substitution  for, the foregoing;  or (b) any law,
          act,  regulation  or any  interpretation  of the same even though such
          law, act, or regulation  may  thereafter  have been altered,  changed,
          amended or repealed.

          (p) The  Warrant  Agent  shall at all times be entitled to the rights,
          protections  and  indemnities  set  forth  herein,  whether  acting as
          warrant agent or in any other capacity hereunder

     17.  Successor  Warrant Agent.  Any entity into which the Warrant Agent may
          be merged or  converted or with which it may be  consolidated,  or any
          entity resulting from any merger, conversion or consolidation to which
          the Warrant  Agent shall be a party,  or any entity  succeeding to the
          shareowner  services  business  of the  Warrant  Agent,  shall  be the
          successor to the Warrant Agent hereunder with the same powers, rights,
          responsibilities  and  obligations  of the Warrant  Agent  without the
          execution  or filing of any paper or any further act of a party or the
          parties hereto.  In any such event or if the name of the Warrant Agent
          is  changed,  the  Warrant  Agent  or such  successor  may  adopt  the
          countersignature  of the original  Warrant  Agent and may  countersign
          such Warrants either in the name of the  predecessor  Warrant Agent or
          in the name of the successor Warrant Agent.

     18.  Change of Warrant Agent. The Warrant Agent may resign or be discharged
          by the Company  from its duties  under this  Agreement  by the Warrant
          Agent or the Company,  as the case may be, by giving notice in writing
          to the other,  and by giving a date when such resignation or discharge
          shall take  effect,  which notice shall be sent at least 30 days prior
          to the date so  specified.  If the  Warrant  Agent  shall  resign,  be
          discharged or shall otherwise become incapable of acting,  the Company
          shall appoint a successor to the Warrant  Agent.  If the Company shall
          fail to make such appointment  within a period of 30 days after it has
          been  notified in writing of such  resignation  or  incapacity  by the
          resigning or  incapacitated  Warrant Agent or by any Warrant Holder or
          after  discharging  the  Warrant  Agent,  then the  Company  agrees to
          perform the duties of the Warrant  Agent  hereunder  until a successor
          Warrant Agent is appointed.  Upon any such termination,  Warrant Agent
          shall be relieved and discharged of any further  responsibilities with
          respect to its duties  hereunder.  After  appointment  of a  successor
          Warrant Agent and  execution of a copy of this  Agreement in effect at
          that time,  the successor  Warrant Agent shall be vested with the same
          powers,  rights,  duties  and  responsibilities  as  if  it  had  been
          originally  named as Warrant  Agent  without  further act or deed and,
          upon  payment of all  outstanding  fees and  expenses  hereunder,  the
          former  Warrant  Agent  shall  deliver and  transfer to the  successor
          Warrant  Agent any  property  at the time held by it  thereunder,  and
          execute and deliver any  further  assurance,  conveyance,  act or deed
          necessary for effecting the delivery or transfer.


                                       11
<PAGE>



          Failure to give any notice provided for in this Section 18, however,
          or any defect  therein, shall not affect the legality or validity of
          the resignation or removal of the Warrant Agent or the appointment of
          the successor Warrant Agent, as the case may be.

     19.  Opinion of Counsel.

          (a) The  Company  shall  provide an  opinion  of counsel  prior to the
          issuance  of any Warrant  Certificate  to set up a reserve of Warrants
          and related  shares of Common Stock.  The opinion shall state that all
          Warrants or common stock, as applicable, are:

               (i)  registered under the Securities Act of 1933, as amended,  or
                    are exempt from such registration, and all appropriate state
                    securities  law filings  have been made with  respect to the
                    Warrants or shares; and

               (ii) validly issued, fully paid and non-assessable.


     20.  Notices. Any notice or demand authorized by this Agreement to be given
          to or made by the Warrant Agent or by any Warrant  Holder to or on the
          Company shall be deemed given when sent by overnight  delivery service
          by a nationally  recognized overnight courier service to the addresses
          shown below:

                              To the Company:

                                   CEL-SCI  Corporation
                                   8229 Boone Boulevard, Suite 802
                                   Vienna, Virginia  22182
                                   Attn:  Patricia Prichep
                                   Facsimile:  (703) 506-9471

                              With copy to:

                                   Hart & Hart
                                   1624 Washington Street
                                   Denver, CO 80203
                                   Attn: William T. Hart
                                   Fax: (303) 839-5414


                                       12
<PAGE>

                              To the Warrant Agent:

                                   Computershare, Inc.
                                   350 Indiana Street, Suite 750
                                   Golden CO 80401
                                   Attn:  Corp Actions Relationship Manager
                                   Fax:  (303) 262-0610

                                   With a copy to:
                                   Computershare Trust Company, N.A.
                                   Newport Office Center VII
                                   480 Washington Blvd.
                                   Jersey City, NJ 07310
                                   Attn: Legal Department

                  Except as otherwise provided in this Agreement, any
                  distribution, notice or demand required or authorized by this
                  Agreement to be given or made by the Company or the Warrant
                  Agent to or on the Warrant Holders shall be sufficiently given
                  or made if sent to the Warrant Holders at their last known
                  addresses as they shall appear on the registration books for
                  the Warrant Certificates maintained by the Warrant Agent.

     21.  Supplements and Amendments. The Company and the Warrant Agent may from
          time to time  supplement or amend this Agreement  without the approval
          of any Warrant Holders in order to cure any ambiguity or to correct or
          supplement any provisions  herein,  or to make any other provisions in
          regard to matters or questions arising hereunder which the Company and
          the Warrant Agent may deem  necessary or desirable.  In furtherance of
          the  foregoing,  the Company may extend the  duration of the  Exercise
          Period,  without the consent of the Warrant  Holders.  No provision of
          this Agreement may be amended, modified or waived, except in a written
          document signed by the parties hereto. As a condition precedent to the
          Warrant Agent's execution of any amendment,  the Company shall deliver
          to the Warrant Agent a certificate  from a duly authorized  officer of
          the Company that states that the proposed  amendment is in  compliance
          with the terms of this  Section 21. The Warrant  Agent may,  but shall
          not be  obligated  to, enter into any  amendment  that affects its own
          rights, duties, liabilities or obligations hereunder.

     22.  Successors.  All the covenants and  provisions of this Agreement by or
          for the  benefit of the  Company or the  Warrant  Agent shall bind and
          inure  to the  benefit  of their  respective  successors  and  assigns
          hereunder.

     23.  Termination.  This Agreement  shall terminate at the close of business
          on the  Expiration  Date, or such earlier date upon which all Warrants
          have  been  exercised,  provided,  however,  that if  exercise  of the
          Warrants  is  suspended  and  such   suspension   continues  past  the
          Expiration  Date,  this  Agreement  shall  terminate  at the  close of
          business on the business day  immediately  following the expiration of


                                       13
<PAGE>

          such  suspension.  The  provisions  of  Sections  16,  24 and 25,  and
          Sections  27  through  31,  shall  survive  the  termination  of  this
          Agreement.

     24.  Governing  Law.  This  Agreement and each Warrant  Certificate  issued
          hereunder  shall be deemed to be a contract made under the laws of the
          State  of  Colorado  and  for  all  purposes  shall  be  construed  in
          accordance with the laws of said State except that the rights, duties,
          liabilities  and obligations of the Warrant Agent under this Agreement
          shall be governed by and construed in accordance  with the laws of the
          state of New York.

     25.  Benefits  of this  Agreement.  Nothing  in  this  Agreement  shall  be
          construed  to give any person or entity  other than the  Company,  the
          Warrant Agent or the  registered  holders of the Warrant  Certificates
          any legal or equitable right, remedy or claim under this Agreement.

     26.  Signatures/Counterparts.  This Agreement may be executed in any number
          of counterparts,  including  signatures  delivered by electronic means
          (e.g., PDF or facsimile),  and each of such counterparts shall for all
          purposes be deemed to be an original and all such  counterparts  shall
          together  constitute but one and the same  instrument.  A signature to
          this  Agreement   transmitted   electronically  shall  have  the  same
          authority, effect, and enforceability as an original signature.

     27.  Indemnification.

          (a) The Company covenants and agrees to indemnify,  defend and to hold
          the  Warrant  Agent  harmless  from and  against  any costs,  expenses
          (including  the  reasonable  fees and expenses of its legal  counsel),
          losses, liabilities,  suits, actions, proceedings,  judgments, claims,
          settlements or damages,  which may be paid, incurred or suffered by or
          to which it may become  subject,  arising from or out of,  directly or
          indirectly,  any action taken,  suffered or omitted to be taken by the
          Warrant  Agent  in   connection   with  the   preparation,   delivery,
          acceptance,  administration,  execution or amendment of this Agreement
          and the exercise or performance of its duties hereunder, including the
          costs and expenses of enforcing its rights hereunder;  provided,  that
          such covenant and agreement  does not extend to, and the Warrant Agent
          shall not be  indemnified  with respect to, such  liabilities,  suits,
          actions, proceedings, judgments, claims, settlements, costs, expenses,
          losses and damages  incurred  or  suffered  by the Warrant  Agent as a
          result of, or arising out of, its own gross negligence,  bad faith, or
          willful  misconduct (each as determined by a final judgment of a court
          of competent jurisdiction).

          (b) From time to time,  Company may provide Warrant Agent with written
          instructions  concerning  the services  performed by the Warrant Agent
          hereunder.  In addition,  at any time  Warrant  Agent may apply to any
          officer of Company for instruction, and may consult with legal counsel
          for Warrant  Agent  (including  an  employee of the Warrant  Agent) or
          Company  with  respect to any matter  arising in  connection  with any


                                       14
<PAGE>

          matter  arising  out  of or in  connection  with  the  services  to be
          performed by the Warrant Agent under this Agreement. Warrant Agent and
          its  agents  and  subcontractors  shall  not be  liable  and  shall be
          indemnified  by  Company  for any  action  taken or omitted by Warrant
          Agent in reliance upon any Company  instructions or upon the advice or
          opinion  of such  counsel.  Warrant  Agent  shall  not be held to have
          notice of any change of  authority  of any  person,  until  receipt of
          written notice thereof from Company.

     28.  Limitation of Liability.  Notwithstanding anything contained herein to
          the contrary,  the Warrant Agent's aggregate liability during any term
          of this  Agreement  with  respect  to,  arising  from,  or  arising in
          connection  with this  Agreement,  or from all  services  provided  or
          omitted to be provided under this Agreement,  whether in contract,  or
          in tort,  or  otherwise,  is  limited  to, and shall not  exceed,  the
          amounts  paid  hereunder  by the Company to Warrant  Agent as fees and
          charges, but not including  reimbursable  expenses,  during the twelve
          (12) months  immediately  preceding the event for which  recovery from
          Warrant Agent is being sought.

     29.  Confidentiality.  The  Warrant  Agent and the  Company  agree that all
          books, records, information and data pertaining to the business of the
          other  party  ("Confidential  Information"),   including  inter  alia,
          personal,  non-public Warrant holder information,  which are exchanged
          or received  pursuant to the  negotiation  or the carrying out of this
          Agreement,  including  the fees for services set forth in the attached
          schedule,  shall  remain  confidential,  and shall not be  voluntarily
          disclosed  to any  other  person,  except as may be  required  by law,
          including,  without  limitation,  pursuant to subpoenas  from state or
          federal   government   authorities  (e.g.,  in  divorce  and  criminal
          actions). Confidential Information shall not include information that,
          at the time of disclosure:  (i) is or becomes  generally  available to
          and  known by the  public  other  than as a  result  of,  directly  or
          indirectly,  any breach of this  Section 29 by such  receiving  party;
          (ii)  is  or  becomes   available   to  the   receiving   party  on  a
          non-confidential  basis from a third-party source,  provided that such
          third  party  is not and  was  not  prohibited  from  disclosing  such
          Confidential  Information;  (iii) was known by or in the possession of
          the receiving party or its representatives prior to being disclosed by
          or on behalf of the  disclosing  party;  (iv) was or is  independently
          developed by the receiving  party  without  reference to or use of, in
          whole  or  in  part,  any  of  the  disclosing  party's   Confidential
          Information; or (v) is required to be disclosed pursuant to applicable
          federal,  state or local law,  regulation or a valid order issued by a
          court or governmental agency of competent jurisdiction.

     30.  Force Majeure Term. Notwithstanding anything to the contrary contained
          herein,  the  Warrant  Agent  will not be  liable  for any  delays  or
          failures in  performance  resulting  from acts  beyond its  reasonable
          control including,  without  limitation,  acts of God, terrorist acts,
          shortage  of supply,  breakdowns  or  malfunctions,  interruptions  or
          malfunction  of  computer  facilities,  or loss of data  due to  power
          failures  or  mechanical  difficulties  with  information  storage  or
          retrieval systems, labor difficulties, war, or civil unrest.


                                       15
<PAGE>

     31.  Consequential  Damages.  Except with  respect to  indemnification  for
          third party claims, Neither party to this Agreement shall be liable to
          the other party for any  consequential,  indirect,  penal,  special or
          incidental  damages under any  provisions of this Agreement or for any
          consequential,  indirect, penal, special or incidental damages arising
          out of any act or failure to act hereunder even if that party has been
          advised of or has foreseen the possibility of such damages.

     32.  Further Assurances.  The Company shall perform,  execute,  acknowledge
          and  deliver  or cause to be  performed,  executed,  acknowledged  and
          delivered all such further and other acts, documents,  instruments and
          assurances as may be reasonably  required by the Warrant Agent for the
          carrying out or performing  by the Warrant Agent of the  provisions of
          this Agreement.

     33.  Severability.  This  Agreement  shall  be  deemed  severable,  and the
          invalidity or  unenforceability  of any term or provision hereof shall
          not affect the validity or  enforceability of this Agreement or of any
          other term or  provision  hereof;  provided,  that if such  invalid or
          unenforceable  term  affects  the  rights,   duties,   obligations  or
          liabilities of the Warrant Agent,  the Warrant Agent shall be entitled
          to resign immediately.

         IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by one of its officers thereunto duly authorized as of
the date first written above.


CEL-SCI CORPORATION


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

COMPUTERSHARE INC.


By:      /s/ Michael Legregin
         ---------------------------
Name:    Michael Legregin
Title:   Manager

COMPUTERSHARE TRUST COMPANY N.A.


By:      /s/ Michael Legregin
         ---------------------------
Name:    Michael Legregin
Title:   Manager


                                       16
<PAGE>



                                    EXHIBIT A




<PAGE>
                                                                      EXHIBIT A


                               CEL-SCI CORPORATION

                                  WARRANT TERMS



     Section 1. Definitions.  In addition to the terms defined elsewhere in this
Exhibit A, 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.

         "Company" means CEL-SCI Corporation

         "Initial Exercise Date" means April 17, 2014

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

         "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.


                                       1
<PAGE>

         "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.

         Termination Date" means October 17, 2014.

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


                                       2
<PAGE>

     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.

          b) Exercise  Price.  Every four  Warrants  will  entitle the Holder to
     purchase one share of Common  Stock at a price of $1.58 per share,  subject
     to adjustment hereunder (the "Exercise Price").

          c) Cashless  Exercise.  If at the time of exercise  hereof there is no
     effective registration  statement registering,  or the prospectus contained
     therein is not  available  for the  issuance of the  Warrant  Shares to the
     Holder,  then this Warrant may only be  exercised,  in whole or in part, at
     such time by means of a "cashless  exercise"  in which the Holder  shall be
     entitled  to  receive  a number of  Warrant  Shares  equal to the  quotient
     obtained by dividing [(A-B) (X)] by (A x 4), 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).


                                       3
<PAGE>


          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
               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


                                       4
<PAGE>

               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
               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


                                       5
<PAGE>

               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
     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


                                       6
<PAGE>

     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.

     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


                                       7
<PAGE>

     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 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,


                                       8
<PAGE>

     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  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


                                       9
<PAGE>

     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 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


                                       10
<PAGE>

               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
               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

                                       11
<PAGE>

     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  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


                                       12
<PAGE>

     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 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  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


                                       13
<PAGE>

     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) Reserved.

          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.

          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) Reserved.

          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


                                       14
<PAGE>

     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.







                                       15
<PAGE>


                                    EXHIBIT B


<PAGE>


Warrant                                                      Warrant


                                     THIS CERTIFICATE IS TRANSFERABLE IN CANTON,
                                     MA, JERSEY CITY, NJ AND COLLEGE STATION TX
Certificate Number

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

                                     CEL-SCI
                            Empowering Immune Defense

                                SERIES T WARRANTS

                               CEL-SCI CORPORATION

              INCORPORATED UNDER THE LAWS OF THE STATE OF COLORADO

   THIS CERTIFIES THAT ____________________________________  CUSIP 150837 185
              SEE REVERSE FOR CERTAIN DETAILS

or  registered  assigns,  is the  registered  holders  of the number of Series T
Warrants  ("Warrants") set forth above.  Every four Warrants entitles the holder
thereof to purchase from CEL-SCI Corporation,  a corporation  incorporated under
the laws of Colorado (the  "Company"),  subject to the terms and  conditions set
forth  hereinafter  and in the Warrant  Agent  Agreement  between  the  Company,
Computershare  Inc.,  and  Computershare  Trust Company  N.A.(collectively  "the
Warrant  Agent")  ("the  Warrant  Agreement"),  at any time on before 5:00 P.M.,
Mountain  time,  on October 17,  2014  ("Expiration  Date"),  one fully paid and
non-assessable  share(s) of Common Stock, of the Company  ("Common  Stock") upon
presentation  and  surrender of this  Warrant  Certificate,  with the  completed
instructions for the registration and delivery of Common Stock, at the office of
the Warrant Agent or of its successor warrant agent or, if there be no successor
warrant agent,  at the corporation  offices of the Company,  and upon payment of
the Exercise Price(as defined in the Warrant Agreement) and any applicable taxes
paid either in cash, or by certified or official  bank check,  payable in lawful
money of the United States of America to the order of  Computershare  Inc. Every
four  Warrants  initially  entitles  the holder to purchase  one share of Common
Stock for $1.58.  The number and kinds of securities or other property for which
the Warrants are exercisable  are subject to adjustment in certain events,  such
as mergers,  stock  splits,  stock  dividends,  reverse  splits and the like, to
prevent  dilution.  The  Company  may,  in its sole  discretion,  (i) extend the
Expiration Date by providing not less than 10 days' prior notice,  or (ii) lower
the Exercise Price at any time prior to the Expiration Date.

Maximilian de Clara                                 Dated _____________
------------------------
President                       SEAL               COUNTERSIGNED AND REGISTERED:
                         CEL-SCI CORPORATION   COMPUTERSHARE TRUST COMPANY, N.A.
                              COLORADO             TRANSFER AGENT AND REGISTRAR.

Geert R. Kersten
--------------------
Chief Executive Officer                        By
                                                  --------------------------
                                                 AUTHORIZED SIGNATURE


<PAGE>


                               CEL-SCI CORPORATION

<TABLE>
<S>                                                                               <C>
-----------------------------------------------------------------------------------------------------------------------------------
The following  abbreviations,  when used in the  inscription on the face of this
certificate,  shall  be  construed  as  though  they  were  written  out in full
according to applicable laws or regulations:



TEN COM - as tenants in common                            UNIF GIFT MIN ACT - _____________________ Custodian  ___________________
                                                                (Cust)                         (Minor)

                                                          under Uniform Gifts to Minors Act _________________
                                                                                       (state)
TEN ENT - as tenants by the entireties

JT TEN -  as joint  tenants with right or survivorship    UNIF TRF MIN ACT -   _____________________ Custodian (until age) _______
                                                                                        (Cust)                             (Minor)
       And not as tenants in common


                                                          Under Uniform Transfers to Minors Act ___________________
                                                                                                    (State)

   Additional abbreviations may also be used though not in the above list.
----------------------------------------------------------------------------------------------------------------------------------

                                                   PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
                                                                       _____________________________________________________
                                                                      /                                                    /
                                                                       ____________________________________________________
</TABLE>

     For value received,  _____________________ hereby sell, assign and transfer
unto

________________________________________________________

________________________________________________________
(PLEASE  PRINT OR TYPEWRITE  NAME AND  ADDRESS,  INCLUDING
POSTAL ZIP CODE,  OF ASSIGNEE)


                                                                    WARRANTS
--------------------------------------------------------------------

-------------------------------------------------------------------- represented
by the within Certificate, and do hereby irrevocably constitute and appoint


--------------------------------------------------------------------
to transfer the said warrants on the books of the within-named  Corporation with
full power of substitution in the premises.


    Dated:
           ----------------------------------------------------- 20___


    Signature:
               -------------------------------------------------------


    Signature:
               -------------------------------------------------------
              Notice: The signature to this assignment must correspond with the
                      name as written upon the face of the certificate, in every
                      particular, without alternation or enlargement, or any
                      change whatever.



                  Signature(s) Guaranteed:  Medallion Guarantee Stamp



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>6
<FILENAME>form8klaidlawexh23april-14.txt
<DESCRIPTION>EXH. 23 - CONSENT OF H&H
<TEXT>

                                   EXHIBIT 23


<PAGE>


                              CONSENT OF ATTORNEYS


         Reference is made to the Registration Statement of CEL-SCI Corporation,
whereby the Company proposes to sell shares of its common stock, warrants,
underwriters' warrants, as well as shares of the Company's common stock issuable
upon the exercise of the warrants and the underwriters' 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.

April 14, 2014
                                                    HART & HART, LLC

                                                   /s/ William T. Hart






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>7
<FILENAME>form8klaidlawexh9914-14.txt
<DESCRIPTION>EXH. 99.1 - PRESS RELEASE 4/11/14 RE PROP. PUB. OFFERING
<TEXT>

                                  EXHIBIT 99.1



<PAGE>



CEL-SCI CORPORATION                                             NEWS

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, December 18, 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 in an underwritten public offering. The offering is
subject to market conditions, and there can be no assurance as to whether or
when the offering may be completed.

Laidlaw & Company  (UK) Ltd.  is acting as sole  book-running  manager for the
offering.   Dawson  James  Securities,  Inc. is acting as  co-manager  for the
offering.

A shelf  registration  statement and  accompanying  base  prospectus on Form S-3
relating to the securities was filed with the Securities and Exchange Commission
and is effective.  A preliminary  prospectus supplement relating to the offering
has  been  filed  with  the  SEC  and is  available  on the  SEC's  web  site at
http://www.sec.gov.  Copies of the final prospectus  supplement  relating to the
offering, when available,  may be obtained from the offices of Laidlaw & Company
(UK) Ltd.,  546 Fifth  Avenue,  23rd  Floor,  New York,  NY,  10036,  telephone:
212-953-4900., or from the above-mentioned SEC website.

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
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.  Multikine has not
been  licensed or approved for sale,  barter or exchange by the FDA or any other
regulatory  agency.  Similarly,  its safety or efficacy has not been established
for  any  use.  Moreover,  no  definitive  conclusions  can be  drawn  from  the
early-phase,   clinical-trials   data  involving  the  investigational   therapy
Multikine (Leukocyte Interleukin,  Injection). Further research is required, and
early-phase  clinical  trial  results must be confirmed in the  well-controlled,
Phase III clinical  trial of this  investigational  therapy that is currently in
progress.

Safe Harbor Statement

When used in this release,  the words "intends,"  "believes,"  "anticipated" and
"expects"  and similar  expressions  are  intended  to identify  forward-looking
statements.   Forward-looking   statements  include,  without  limitation,   the
company's  ability to complete the proposed  public offering of its common stock
and  warrants  described  above.  Such  statements  are  subject  to  risks  and
uncertainties  which could cause actual results to differ  materially from those
projected.  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>8
<FILENAME>form8klaidlawexh9924-14.txt
<DESCRIPTION>EXH. 99.2 - PRESS RELEASE 4/14/14 RE $10 MILL OFFERING
<TEXT>

                                 EXHIBIT 99.2


<PAGE>

CEL-SCI CORPORATION                                             NEWS

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 $10 Million Public Offering
                     of Common Stock and Six-Month Warrants

Vienna,  VA, April 14, 2014 - CEL-SCI  Corporation (NYSE MKT: CVM), a late-stage
oncology  company,   today  announced  that  it  has  priced  a  "best  efforts"
underwritten public offering of units of common stock and warrants at a price of
$1.40  per unit for  gross  proceeds  of  approximately  $10  million,  prior to
deducting  underwriting  commissions and offering expenses of the Company.  Each
unit  consists of one share of common  stock and 0.25  warrant to  purchase  one
share of common stock. The common stock and warrants will separate  immediately.
The warrants are  immediately  exercisable,  expire October 17, 2014 and have an
exercise price of $1.58. The offering is expected to close on or about April 17,
2014, subject to the satisfaction of customary closing conditions.

CEL-SCI  intends  to use the net  proceeds  of the  offering  for its  Phase III
clinical trial,  other research and development,  and general and administrative
expenses.

Dawson  James  Securities,  Inc.  and Laidlaw & Company  (UK) Ltd. are acting as
joint book-running managers and underwriters for the proposed offering.

A shelf  registration  statement and  accompanying  base  prospectus on Form S-3
relating to the securities was filed with the Securities and Exchange Commission
and is effective. The offering may be made only by means of a prospectus, copies
of which may be obtained, when available,  from the offices of Laidlaw & Company
(UK)  Ltd.,  546 Fifth  Avenue,  5th  Floor,  New York,  NY,  10036,  telephone:
212-953-4900,  or from Dawson James Securities,  1 North Federal Highway,  Suite
500, Boca Raton, FL 33432, telephone: 561-391-5555.

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.  Its lead  investigational  therapy is Multikine
(Leukocyte Interleukin,  Injection), currently being studied in a pivotal global
Phase  III  clinical  trial.  CEL-SCI  is also  investigating  an  immunotherapy
(LEAPS-H1N1-DC) as a possible treatment for H1N1 hospitalized  patients and as 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,
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.

For more information, please visit www.cel-sci.com.

<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 our future  anticipated  regulatory  submission  for  approval.
Multikine has not been licensed or  approvedfor  sale,  barter or exchangeby the
FDA or any other regulatory  agency.  Similarly,  its safety or efficacy has not
been established for any use. Moreover,  no definitive  conclusions can be drawn
from the early-phase, clinical-trials data involving the investigational therapy
Multikine (Leukocyte Interleukin,  Injection). Further research is required, and
early-phase  clinical  trial  results must be confirmed in the  well-controlled,
Phase III clinical  trial of this  investigational  therapy that is currently in
progress.

Safe Harbor Statement

When used in this release,  the words "intends,"  "believes,"  "anticipated" and
"expects"  and similar  expressions  are  intended  to identify  forward-looking
statements.   Forward-looking   statements  include,  without  limitation,   the
company's  ability to complete the proposed  public offering of its common stock
and  warrants  described  above.  Such  statements  are  subject  to  risks  and
uncertainties  which could cause actual results to differ  materially from those
projected.  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>
