<SEC-DOCUMENT>0001004878-15-000156.txt : 20150526
<SEC-HEADER>0001004878-15-000156.hdr.sgml : 20150525
<ACCEPTANCE-DATETIME>20150522180321
ACCESSION NUMBER:		0001004878-15-000156
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20150522
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20150526
DATE AS OF CHANGE:		20150522

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:		15887712

	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>form8kitem101dawson5-15.txt
<DESCRIPTION>FORM 8-K ITEM 1.01 DAWSON 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): May 22, 2015

                               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 May 22,  2015,  CEL-SCI  Corporation  (the  "Company")  and Dawson James
Securities,  Inc. entered into a Placement Agent Agreement (the "Placement Agent
Agreement") whereby the Company will issue and sell, on a best efforts basis, up
to  20,253,164  shares of the  Company's  common  stock,  as well as warrants to
purchase up to an additional  20,253,164  shares of common stock.  Each share of
common stock is being sold  together  with a warrant for the  combined  purchase
price of $0.79, minus placement agent commissions. The common stock and warrants
will separate immediately.  The warrants are immediately  exercisable and expire
on May 28, 2020.  Each warrant  entitles the holder to purchase one share of the
Company's  common stock at a price of $0.79 per share.  No market exists for the
warrants and a market for the warrants is not expected to develop.  The offering
is  expected to close on or about May 28,  2015,  subject to  customary  closing
conditions.

     The net  proceeds  from the  offering,  assuming  all shares  and  warrants
offered are sold, are expected to be approximately $14,780,000,  after deducting
the placement agent commissions and estimated expenses payable by the Company.

     The  Placement  Agent   Agreement   contains   customary   representations,
warranties,  and agreements by the Company, and customary conditions to closing,
indemnification  obligations of the Company and the Placement  Agent,  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 Placement Agent 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  Placement  Agent
Agreement is filed as Exhibit 1.1 to this Current Report, and the description of
the terms of the  Placement  Agent  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  (and shares
underlying such warrants) in the offering is attached as Exhibit 5 hereto.

     On May 21, 2015, 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. May 22, 2015, 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.

Item 8.01   Other Events.

     On May 22, 2015, 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 July 8, 2014 (File
No.  333-196243) (the "Registration  Statement"),  pursuant to which the Company

                                       2
<PAGE>

will sell up to  20,253,164  shares of the Company's  common  stock,  as well as
warrants to purchase up to an additional 20,253,164 shares of common stock.


Item 9.01   Financial Statements and Exhibits.

(d) Exhibits.

Exhibit     Description
-------     ------------

1.1         Placement Agent Agreement dated May 22, 2015, by and among CEL-SCI
            Corporation and Dawson James Securities, Inc.

5           Opinion of Hart & Hart, LLC

10(ccc)     Form of Warrant Agent Agreement

23          Consent of Hart & Hart, LLC

99.1        Press Release dated May 21, 2015.

99.2        Press Release dated May 22, 2015.

                                       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:  May 22, 2015
                                 CEL-SCI CORPORATION



                                 By:  /s/ Geert R. Kersten
                                      ----------------------------
                                      Geert R. Kersten
                                         Chief Executive Officer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>2
<FILENAME>form8kitem101ex11may-15.txt
<DESCRIPTION>EXHIBIT 1.1PLACEMENT AGENT AGREEMENT
<TEXT>




                                   EXHIBIT 1.1




<PAGE>

                           PLACEMENT AGENCY AGREEMENT

Dawson James Securities, Inc.
1 North Federal Highway
Boca Raton, Florida 33432
                                                                    May 22, 2015
Ladies and Gentlemen:

This  letter  (this  "Agreement")  constitutes  the  agreement  between  Cel-Sci
Corporation, a Colorado corporation (the "Company") and Dawson James Securities,
Inc. ("Dawson" or the "Placement Agent") pursuant to which Dawson shall serve as
the  exclusive  placement  agent (the  "Services")  for the  Company,  on a best
efforts  basis,  in  connection  with the  proposed  offer  and  placement  (the
"Offering")  by the  Company of its  Securities  (as  defined  Section 3 of this
Agreement).  The Company  and Dawson  shall  mutually  agree to the terms of the
Offering and the  Securities,  and nothing in this Agreement may be construed to
suggest  that Dawson would have the power or authority to bind the Company or an
obligation for the Company to issue any Securities or complete the Offering. The
Company expressly  acknowledges and agrees that Dawson's  obligations  hereunder
are on a reasonable  best  "efforts  basis" only and that the  execution of this
Agreement  does not constitute a commitment by Dawson to purchase the Securities
and does not ensure the  successful  placement of the  Securities or any portion
thereof or the success of Dawson placing the Securities.

1. Appointment of Dawson James Securities, Inc. as Exclusive Placement Agent.

On the basis of the representations, warranties, covenants and agreements of the
Company  herein  contained,  and subject to all the terms and conditions of this
Agreement,  the Company  hereby  appoints the  Placement  Agent as its exclusive
placement  agent in  connection  with a  distribution  of its  Securities  to be
offered and sold by the Company pursuant to a registration statement filed under
the Securities Act of 1933, as amended (the "Securities  Act") on Form S-3 (File
No.  333-196243),  and Dawson agrees to act as the Company's exclusive Placement
Agent. Pursuant to this appointment, the Placement Agent will solicit offers for
the purchase of or attempt to place all or part of the Securities of the Company
in the proposed Offering. Until the final closing or earlier upon termination of
this Agreement  pursuant to Section 5 hereof, the Company shall not, without the
prior  written  consent of the  Placement  Agent,  solicit  or accept  offers to
purchase the  Securities  other than through the  Placement  Agent.  The Company
acknowledges  that the  Placement  Agent will act as an agent of the Company and
use its  reasonable  "best efforts" to solicit offers to purchase the Securities
from the Company on the terms,  and subject to the conditions,  set forth in the
Prospectus  (as defined  below).  The  Placement  Agent  shall use  commercially
reasonable  efforts  to assist  the  Company in  obtaining  performance  by each
Purchaser whose offer to purchase Securities has been solicited by the Placement
Agent,  but the Placement Agent shall not, except as otherwise  provided in this
Agreement,  be obligated to disclose the identity of any potential  purchaser or
have  any  liability  to the  Company  in the  event  any such  purchase  is not
consummated for any reason.  Under no circumstances  will the Placement Agent be
obligated to underwrite or purchase any  Securities  for its own account and, in
soliciting purchases of the Securities,  the Placement Agent shall act solely as
an agent of the Company.  The Services provided pursuant to this Agreement shall
be on an "agency" basis and not on a "principal" basis.

The Placement  Agent will solicit  offers for the purchase of the  Securities in
the  Offering  at such times and in such  amounts as the  Placement  Agent deems
advisable  and will  communicate  to the  Company,  orally or in  writing,  each
reasonable  offer to purchase  Securities  received by the Placement Agent as an
agent of the Company.  The Company shall have the sole right to accept offers to
purchase  Securities  and may reject any such  offer,  in whole or in part.  The
Placement  Agent may retain other brokers or dealers to act as sub-agents on its
behalf in connection  with the Offering and may pay any sub-agent a solicitation
fee with respect to any Securities placed by it. The Company and Placement Agent
shall  negotiate the timing and terms of the Offering and  acknowledge  that the
Offering and the provision of Placement  Agent services  related to the Offering
are  subject  to market  conditions  and the  receipt  of all  required  related
clearances and approvals.

                                       1
<PAGE>

2. Fees and Expenses; Right of First Refusal.

          A. Placement Agent's Fee. As compensation for services  rendered,  the
     Company  shall  pay to the  Placement  Agent  in cash by wire  transfer  in
     immediately  available  funds to an account or accounts  designated  by the
     Placement  Agent:  an amount (the  "Placement  Fee") equal to seven percent
     (7%) of the aggregate gross proceeds  received by the Company from the sale
     of the  Securities,  at one or more closings (each a "Closing" and the date
     on  which  each  Closing  occurs,  a  "Closing  Date");  provided  that the
     Placement  Fee shall be equal to two percent  (2%) of the  aggregate  gross
     proceeds received by the Company from the sale of the Securities to certain
     institutional investors listed on Schedule I.

          B. Offering Expenses. The Company will be responsible for and will pay
     all expenses relating to the Offering,  including,  without limitation, (a)
     all filing fees and expenses relating to the registration of the Securities
     with the  Commission;  (b) all FINRA Public  Offering  filing fees; (c) all
     fees and expenses  relating to the listing of the Company's common stock on
     the Nasdaq Stock Market or the NYSE MKT or on such other stock exchanges as
     the Company  and Dawson  together  determine;  (d) all fees,  expenses  and
     disbursements   relating  to  the  registration  or  qualification  of  the
     Securities  under the "blue sky"  securities  laws of such states and other
     jurisdictions  as  Dawson  may  reasonably  designate  (including,  without
     limitation,  all filing and registration  fees, and the reasonable fees and
     disbursements  of "blue sky"  counsel,  which will be  Dawson's  counsel it
     being  agreed  that such fees and  expenses  of  Dawson's  counsel  will be
     limited to $25,000);  (e) all fees, expenses and disbursements  relating to
     the  registration,  qualification  or exemption of the Securities under the
     securities  laws of such  foreign  jurisdictions  as Dawson may  reasonably
     designate;  (f) the  costs of all  mailing  and  printing  of the  Offering
     documents;  (g)  transfer  and/or  stamp  taxes,  if any,  payable upon the
     transfer of  Securities  from the  Company to Dawson;  and (h) the fees and
     expenses of the Company's accountants.  The Placement Agent may 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
     Placement Agent, provided,  however, that in the event that the Offering is
     terminated, the Company agrees to reimburse the Placement Agent pursuant to
     Section 5 hereof.

          C. Right of First Refusal.  Upon the initial  Closing of the Offering,
     for a period of nine months from such  initial  Closing  Date,  the Company
     grants  Dawson  the  right  of  first  refusal  to act as lead or  managing
     underwriter,  placement  agent and/or book  runner,  for any and all future
     equity,  equity-linked  or debt (excluding  commercial bank debt) offerings
     during such period,  of the Company,  or any successor to or any subsidiary
     of the Company.  The Company  shall provide  written  notice to Dawson with
     terms of any such  offering  and if Dawson  fails to accept in writing  any
     such  proposal for such public or private sale within 20 days after receipt
     of a written notice from the Company containing such proposal,  then Dawson
     will have no claim or right with respect to any such sale  contained in any
     such notice.

3. Description of the Offering.

     The  Securities  to be offered  directly  to various  investors  (each,  an
"Investor"  or   "Purchaser"   and,   collectively,   the   "Investors"  or  the
"Purchasers") in the Offering shall be up to 20,253,164  shares of the Company's
common stock,  $0.01 par value per share (the "Common  Stock") (the Common Stock
being  offered  herein,  the  "Shares"),  warrants to purchase up to  20,253,164
shares of Common  Stock at an  exercise  price of $0.79  per  whole  share  (the
"Warrants")  and the shares of Common  Stock to be issued  upon  exercise of the
Warrants.  A combination  of one share of Common Stock and a Warrant to purchase
one share of Common  Stock will be sold as a unit for a purchase  price of $0.79
per Unit (of  which  $0.01  per Unit  shall be  attributed  to each  Warrant  to
purchase  one share of Common  Stock)  (each,  a "Unit"  and  collectively,  the
"Units").  The  term  "Securities"  shall  mean  the  Units,  the  Common  Stock
underlying the Units, the Warrants and the Common Stock underlying the Warrants.
If the Company  shall  default in its  obligations  to deliver  Securities  to a
Purchaser whose offer it has accepted,  the Company shall indemnify and hold the
Placement Agent harmless against any loss, claim, damage or expense arising from
or as a result of such default by the Company under this Agreement.

4. Delivery and Payment; Closing.

     Settlement of the Securities  purchased by an Investor shall be made on one
or more Closing Dates by wire  transfer in federal (same day) funds,  payable to

                                       2
<PAGE>

the  order  of the  Company  upon  delivery  of the  certificates  (in  form and
substance  satisfactory to the Placement Agent) or via electronic  delivery,  in
each case  representing the Securities to the Placement Agent, in the manner set
forth later in this paragraph.  The Securities  shall be registered in such name
or names and in such authorized denominations as the Placement Agent may request
in writing two (2) full  Business  Days prior to the Closing  Date.  The Company
shall not be obligated to sell or deliver the  Securities  except upon tender of
payment by the Placement  Agent for all of the  Securities  sold or via delivery
via payment for all of the  Securities  sold.  The term "Business Day" means any
day other than a Saturday, a Sunday or a legal holiday or a day on which banking
institutions are authorized or obligated by law to close in New York, New York.

     Each  Closing  shall  occur at such  place as shall be  agreed  upon by the
Placement Agent and the Company. In the absence of an agreement to the contrary,
each Closing shall take place at the offices of Schiff Hardin LLP, 901 K Street,
NW, Suite 700, Washington, DC 20001. Subject to the terms and conditions hereof,
at each Closing  payment of the purchase price for the  Securities  sold on such
Closing Date (net of any  commissions or  reimbursements  payable by the Company
pursuant  to this  Agreement)  shall be made by  Federal  Funds  wire  transfer,
against delivery of such Securities,  and such Securities shall be registered in
such name or names and shall be in such  denominations,  as the Placement  Agent
may request at least one  Business  Day before the time of purchase  (as defined
below).  Deliveries  of  the  documents  with  respect  to the  purchase  of the
Securities,  if any, shall be made at the offices of Schiff  Hardin,  LLP, 901 K
Street,  NW,  Suite 700,  Washington,  DC 20001 on each  Closing  Date.  On each
Closing Date,  the Common Stock and Warrants to which the Closing  relates shall
be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian
(DWAC)  system for the  accounts of the  Placement  Agent or through  such other
means as the parties may hereafter  agree.  All actions taken at a Closing shall
be deemed to have occurred simultaneously.

5. Term and Termination of Agreement.

     The  term of this  Agreement  will  commence  upon  the  execution  of this
Agreement and will terminate at the earlier of the final Closing of the Offering
or 11:59 p.m. (New York Time) on May 29, 2015.  Notwithstanding  anything to the
contrary  contained  herein,  any  provision  in this  Agreement  concerning  or
relating to confidentiality,  indemnification,  contribution,  advancement,  the
Company's  representations  and warranties and the Company's  obligations to pay
fees and reimburse  expenses will survive any  expiration or termination of this
Agreement.  If any condition specified in Section 8 is not satisfied when and as
required to be  satisfied,  this  Agreement  may be  terminated by the Placement
Agent by notice to the Company at any time on or prior to a Closing Date,  which
termination  shall be  without  liability  on the part of any party to any other
party,  except that those  portions of this  Agreement  specified  in Section 19
shall  at  all  times  be  effective   and  shall   survive  such   termination.
Notwithstanding  anything to the contrary in this  Agreement,  in the event that
this Agreement  shall not be carried out for any reason  whatsoever,  within the
time specified  herein or any extensions  thereof  pursuant to the terms herein,
the Company  shall be obligated to pay to the  Placement  Agent their actual and
accountable  out-of-pocket  expenses  related to the  transactions  contemplated
herein  then due and  payable  and upon  demand the  Company  shall pay the full
amount thereof to the Placement Agent.

6. Permitted Acts.

     Nothing in this  Agreement  shall be  construed to limit the ability of the
Placement Agent, its officers, directors,  employees, agents, associated persons
and any  individual or entity  "controlling,"  controlled  by," or "under common
control" with the Placement  Agent (as those terms are defined in Rule 405 under
the Securities  Act) to conduct its business  including  without  limitation the
ability  to pursue,  investigate,  analyze,  invest in, or engage in  investment
banking,  financial  advisory  or  any  other  business  relationship  with  any
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.

7. Representations, Warranties and Covenants of the Company.

     As of the date and time of the  execution of this  Agreement,  each Closing
Date and the Initial Sale Time,  and any  representation  made by the Company to
the Placement Agent regardless of whether such  representation was made prior to
the execution of this Agreement, the Company represents,  warrants and covenants
to the Placement Agent that:

                                       3
<PAGE>

     A.

          i.   The Company has filed with the Securities and Exchange Commission
               (the "Commission") a registration statement on Form S-3 (File No.
               333-196243) including a related prospectus,  for the registration
               of certain  securities  (the "Shelf  Securities"),  including the
               Securities,   under  the  Securities   Act,  and  the  rules  and
               regulations  thereunder (the "Securities Act  Regulations").  The
               registration  statement  has been  declared  effective  under the
               Securities Act by the Commission.  The registration statement, as
               of any time, means such registration  statement as amended by any
               post-effective  amendments  thereto to such time,  including  the
               exhibits and any  schedules  thereto at such time,  the documents
               incorporated or deemed to be incorporated by reference therein at
               such time  pursuant  to Item 12 of Form S-3 under the  Securities
               Act and the documents otherwise deemed to be a part thereof as of
               such  time  pursuant  to  Rule  430B  under  the  Securities  Act
               Regulations   ("Rule  430B"),   is  referred  to  herein  as  the
               "Registration    Statement;"   provided,    however,   that   the
               "Registration  Statement"  without reference to a time means such
               registration   statement   as  amended   by  any   post-effective
               amendments  thereto as of the time of the first  contract of sale
               for the  Securities,  which  time  shall be  considered  the "new
               effective  date" of such  registration  statement with respect to
               the  Securities  within the meaning of  paragraph  (f)(2) of Rule
               430B,  including  the exhibits and  schedules  thereto as of such
               time,  the  documents  incorporated  or  deemed  incorporated  by
               reference  therein at such time  pursuant  to Item 12 of Form S-3
               under the Securities Act and the documents otherwise deemed to be
               a part  thereof as of such time  pursuant  to the Rule 430B.  Any
               registration  statement  filed  pursuant  to Rule  462(b)  of the
               Securities Act Regulations is hereinafter called the "Rule 462(b)
               Registration   Statement,"   and  after  such   filing  the  term
               "Registration  Statement"  shall include the 462(b)  Registration
               Statement.  The prospectus  covering the Shelf Securities,  dated
               July 8, 2014,  in the form  first  used to  confirm  sales of the
               Securities  (or in the form first made available to the Placement
               Agent by the Company to meet requests of  purchasers  pursuant to
               Rule 173 under the Securities Act) is hereinafter  referred to as
               the "Base  Prospectus." The Base  Prospectus,  as supplemented by
               the prospectus supplement  specifically related to the Securities
               in the form first used to confirm sales of the  Securities (or in
               the form  first  made  available  to the  Placement  Agent by the
               Company to meet requests of purchasers pursuant to Rule 173 under
               the Securities Act), is hereinafter referred to, collectively, as
               the "Prospectus," and the term "Preliminary Prospectus" means any
               preliminary  form of the  Prospectus,  including any  preliminary
               prospectus  supplement  specifically  related to the  Securities,
               filed with the  Commission by the Company with the consent of the
               Placement Agent.

          ii.  All  references  in this  Agreement to financial  statements  and
               schedules and other information which is "contained,"  "included"
               or  "stated"  (or  other   references  of  like  import)  in  the
               Registration   Statement,   any  Preliminary  Prospectus  or  the
               Prospectus   shall  be  deemed  to  include  all  such  financial
               statements and schedules and other  information  incorporated  or
               deemed  incorporated by reference in the Registration  Statement,
               such  Preliminary  Prospectus or the Prospectus,  as the case may
               be, prior to the  execution and delivery of this  Agreement;  and
               all  references in this Agreement to amendments or supplements to
               the  Registration  Statement,  any Preliminary  Prospectus or the
               Prospectus  shall be deemed to include the filing of any document
               under  the  Securities  Exchange  Act of 1934,  as  amended  (the
               "Exchange  Act"),  and the rules and regulations  thereunder (the
               "Exchange  Act  Regulations"),   incorporated  or  deemed  to  be
               incorporated  by reference in the  Registration  Statement,  such
               Preliminary Prospectus or the Prospectus,  as the case may be, at
               or after the execution and delivery of this Agreement.

          iii. The  term   "Disclosure   Package"  means  (i)  the   Preliminary
               Prospectus,  as most recently amended or supplemented immediately
               prior to the  Initial  Sale Time (as  defined  herein),  (ii) the
               Issuer Free  Writing  Prospectuses  (as defined  below),  if any,
               identified  in  Schedule  II  hereto,  and (iii)  any other  Free
               Writing  Prospectus  (as defined  below) that the parties  hereto
               shall  hereafter   expressly  agree  to  treat  as  part  of  the
               Disclosure Package.

                                       4
<PAGE>

          iv.  The term "Issuer Free Writing  Prospectus"  means any issuer free
               writing prospectus,  as defined in Rule 433 of the Securities Act
               Regulations.  The term "Free Writing  Prospectus"  means any free
               writing prospectus,  as defined in Rule 405 of the Securities Act
               Regulations.

          B. Neither the Commission nor, to the Company's  knowledge,  any state
     regulatory  authority has issued any order preventing or suspending the use
     of the Registration Statement, any Preliminary Prospectus or the Prospectus
     or has instituted or, to the Company's knowledge,  threatened to institute,
     any  proceedings  with  respect to such an order.  The Company has complied
     with each request (if any) from the Commission for additional information.

          C. The Company has the authorized  capitalization as set forth in both
     the  Prospectus  and the  Disclosure  Package;  the  outstanding  shares of
     capital  stock of the  Company  have been duly and validly  authorized  and
     issued and are fully paid and non-assessable. All of the outstanding shares
     of capital stock,  partnership interests and membership  interests,  as the
     case may be,  of the  subsidiaries  of the  Company  (each a  "Subsidiary,"
     collectively, the "Subsidiaries") have been duly authorized and are validly
     issued,  fully paid and  non-assessable  securities  thereof and, except as
     disclosed in the both the Prospectus and the Disclosure Package, all of the
     outstanding  shares of capital stock,  partnership  interests or membership
     interests,  as the  case  may  be,  of the  Subsidiaries  are  directly  or
     indirectly  owned of record  and  beneficially  by the  Company;  except as
     disclosed in both the Prospectus and the Disclosure  Package,  there are no
     outstanding  (i)  securities  or  obligations  of the Company or any of the
     Subsidiaries  convertible into or exchangeable for any capital stock of the
     Company  or any such  Subsidiary,  (ii)  warrants,  rights  or  options  to
     subscribe for or purchase from the Company or any such  Subsidiary any such
     capital  stock  or any  such  convertible  or  exchangeable  securities  or
     obligations,  or (iii) obligations of the Company or any such Subsidiary to
     issue any shares of capital stock,  any such  convertible  or  exchangeable
     securities or obligations, or any such warrants, rights or options.

          D. Each of the Company and the Subsidiaries (all of which are named in
     Schedule III hereto) has been duly incorporated,  formed or organized,  and
     is validly  existing as a  corporation,  general or limited  partnership or
     limited  liability  company,  in  good  standing  under  the  laws  of  its
     respective jurisdiction of incorporation,  formation or organization,  with
     full power and authority to own its  respective  properties  and to conduct
     its  respective  businesses  as  described  in  each  of  the  Registration
     Statement,  the Prospectus and the Disclosure Package,  and, in the case of
     the Company,  to execute and deliver this  Agreement and to consummate  the
     transactions contemplated herein.

          E. The  Company  and all of the  Subsidiaries  are duly  qualified  or
     licensed  and are in good  standing  in each  jurisdiction  in  which  they
     conduct  their  respective  businesses  or in which  they own or lease real
     property  or  otherwise  maintain  an  office  and in  which  the  failure,
     individually or in the aggregate, to be so qualified or licensed could have
     a material adverse effect on the assets,  business,  operations,  earnings,
     prospects,  properties or condition  (financial or  otherwise),  present or
     prospective,  of the Company and the  Subsidiaries  taken as a whole,  (any
     such effect or change, where the context so requires, is hereinafter called
     a  "Material  Adverse  Effect" or  "Material  Adverse  Change");  except as
     disclosed in both the Prospectus and the Disclosure  Package, no Subsidiary
     is prohibited or restricted,  directly or indirectly, from paying dividends
     to the Company,  or from making any other distribution with respect to such
     Subsidiary's  capital  stock or from  repaying  to the Company or any other
     Subsidiary  any  amounts  which may from time to time  become due under any
     loans or  advances  to such  Subsidiary  from  the  Company  or such  other
     Subsidiary,  or from transferring any such Subsidiary's  property or assets
     to the Company or to any other Subsidiary;  other than as disclosed in both
     the  Prospectus  and the  Disclosure  Package,  the  Company  does not own,
     directly or indirectly, any capital stock or other equity securities of any
     other  corporation  or any  ownership  interest in any  partnership,  joint
     venture or other association.

          F. The Company and the  Subsidiaries are in compliance in all material
     respects with all applicable laws, rules, regulations,  orders, decrees and
     judgments, including those relating to transactions with affiliates.

          G.  Neither  the  Company  nor any  Subsidiary  is in  breach of or in
     default under (nor has any event occurred which with notice, lapse of time,

                                       5
<PAGE>

     or both would constitute a breach of, or default under), (i) its respective
     charter, bylaws,  agreement of limited partnership,  operating agreement or
     other similar  organizational  documents (the "organizational  documents"),
     (ii) the performance or observance of any obligation,  agreement,  covenant
     or condition contained in any license, indenture,  mortgage, deed of trust,
     loan or credit  agreement  or other  agreement or  instrument  to which the
     Company  or any  Subsidiary  is a party  or by  which  any of them or their
     respective  properties  is bound,  or (iii) any  federal,  state,  local or
     foreign law, regulation or rule, or any decree,  judgment,  permit or order
     (each, a "Law")  applicable to the Company,  except, in the case of clauses
     (ii) and (iii)  above,  for such  breaches  or  defaults  which  could not,
     individually or in the aggregate, have a Material Adverse Effect.

          H. The  execution,  delivery and  performance of this  Agreement,  and
     consummation of the transactions  contemplated herein will not (i) conflict
     with,  or result in any  breach  of, or  constitute  a default  under  (nor
     constitute  any event  which  with  notice,  lapse of time,  or both  would
     constitute  a breach  of,  or  default  under),  (A) any  provision  of the
     organizational  documents  of the  Company  or any  Subsidiary,  or (B) any
     provision  of any  license,  indenture,  mortgage,  deed of trust,  loan or
     credit  agreement or other  agreement or instrument to which the Company or
     any  Subsidiary  is a party  or by which  any of them or  their  respective
     properties may be bound or affected, or under any federal,  state, local or
     foreign  law,  regulation  or  rule,  or  any  decree,  judgment  or  order
     applicable to the Company or any Subsidiary,  except, in the case of clause
     (B) above,  for such breaches or defaults which could not,  individually or
     in the aggregate,  have a Material  Adverse  Effect;  or (ii) result in the
     creation or imposition of any lien,  charge,  claim or encumbrance upon any
     property or asset of the Company or any Subsidiary.

          I. This Agreement has been duly authorized,  executed and delivered by
     the Company  and is a legal,  valid and  binding  agreement  of the Company
     enforceable  in  accordance  with its  terms,  except as may be  limited by
     bankruptcy,   insolvency,   reorganization,   moratorium  or  similar  laws
     affecting creditors' rights generally, and by general equitable principles,
     and  except  to  the  extent  that  the  indemnification  and  contribution
     provisions  of  Section  9  hereof  may be  limited  by  federal  or  state
     securities laws and public policy considerations in respect thereof.

          J. No approval, authorization,  consent or order of or filing with any
     federal,  state,  local or foreign  governmental or regulatory  commission,
     board,  body,  authority  or  agency is  required  in  connection  with the
     Company's  execution,  delivery  and  performance  of this  Agreement,  its
     consummation  of the  transactions  contemplated  herein,  and its sale and
     delivery of the Securities,  other than (i) such as have been obtained,  or
     will have been  obtained at the Closing Date under the  Securities  Act and
     the Exchange Act,  (ii) such  approvals as have been obtained in connection
     with the approval of the quotation of the Shares and Warrant  Shares on the
     NYSE MKT and (iii) any necessary qualification under the securities or blue
     sky laws of the various  jurisdictions  in which the  Securities  are being
     offered by the Placement Agent.

          K.  Each  of the  Company  and  the  Subsidiaries  has  all  necessary
     licenses, authorizations,  clearances, registrations,  exemptions, consents
     and approvals ("Permits") and has made all necessary filings required under
     any federal,  state,  local or foreign  law,  regulation  or rule,  and has
     obtained all  necessary  Permits from other  persons,  required in order to
     conduct their respective businesses as described in both the Prospectus and
     the Disclosure  Package,  except to the extent that any failure to have any
     such   Permits,   to  make  any  such   filings   or  to  obtain  any  such
     authorizations,  consents or approvals  could not,  individually  or in the
     aggregate,  have a Material Adverse Effect; except as described in both the
     Prospectus and the Disclosure  Package,  neither the Company nor any of the
     Subsidiaries is required by any applicable law to obtain  accreditation  or
     certification from any governmental agency or authority in order to provide
     the products and services which it currently  provides or which it proposes
     to provide as set forth in both the Prospectus and the Disclosure  Package;
     neither the  Company nor any of the  Subsidiaries  is in  violation  of, in
     default under, or has received any notice  regarding a possible  violation,
     default or  revocation of any such Permit or any federal,  state,  local or
     foreign law, regulation or rule or any decree, order or judgment applicable
     to the Company or any of the  Subsidiaries the effect of which could result
     in a Material  Adverse  Change;  and no such Permit  contains a  materially
     burdensome  restriction  that  is not  adequately  disclosed  in  both  the
     Prospectus and the Disclosure Package.

          L. Each of the Registration Statement and any Rule 462(b) Registration
     Statement has become  effective  under the Securities Act and no stop order

                                       6
<PAGE>

     suspending the effectiveness of the Registration  Statement has been issued
     under the  Securities  Act and no  proceedings  for that  purpose have been
     instituted  or are  pending  or,  to the  knowledge  of  the  Company,  are
     contemplated or threatened by the Commission;  and the Company has complied
     with any request on the part of the Commission for additional information.

          M. Any Preliminary Prospectus when filed with the Commission,  and the
     Registration Statement as of each effective date and as of the date hereof,
     complied or will comply,  and the Prospectus and any further  amendments or
     supplements to the Registration  Statement,  any Preliminary  Prospectus or
     the  Prospectus  will,  when they  become  effective  or are filed with the
     Commission,  as the case may be, comply, in all material respects, with the
     requirements of the Securities Act and the Securities Act Regulations;  and
     the documents incorporated by reference in the Registration Statement,  any
     Preliminary   Prospectus  or  the  Prospectus  complied,  and  any  further
     documents so incorporated will comply,  when filed with the Commission,  in
     all material  respects to the requirements of the Exchange Act and Exchange
     Act Regulations.

          N. The Registration  Statement, as of its effective date and as of the
     date hereof,  did not, does not and will not contain an 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; and the
     Preliminary  Prospectus  does not, and the  Prospectus  or any amendment or
     supplement  thereto will not, as of the  applicable  filing date,  the date
     hereof and on the Closing  Date  contain an untrue  statement of a material
     fact or omit to state a  material  fact  necessary  to make the  statements
     therein,  in the light of the circumstances under which they were made, not
     misleading;  provided,  however,  that the  Company  makes no  warranty  or
     representation  with respect to any statement  contained in or omitted from
     the Registration Statement, the Preliminary Prospectus or the Prospectus in
     reliance  upon  and in  conformity  with  the  information  concerning  the
     Placement  Agent and  furnished  in writing by the  Placement  Agent to the
     Company  expressly  for use  therein;  and the  documents  incorporated  by
     reference in the Registration Statement,  any Preliminary Prospectus or the
     Prospectus did not, and any further  documents  filed and  incorporated  by
     reference  therein will not, as of the applicable  filing date,  contain an
     untrue  statement  of a  material  fact or omit to  state a  material  fact
     necessary to make the statements therein, in the light of the circumstances
     under which they were made, not misleading.

          O. As of 4:30 p.m.  (Eastern  time) on the date of this Agreement (the
     "Initial Sale Time"),  the  Disclosure  Package did not, and at the time of
     each sale of Securities on the Closing Date,  the  Disclosure  Package will
     not,  contain any untrue  statement of a material fact or omit to state any
     material fact  necessary in order to make the  statements  therein,  in the
     light of the circumstances  under which they were made, not misleading;  as
     of its issue date or date of first use and at all subsequent  times through
     the Initial  Sale Time,  each Issuer Free Writing  Prospectus,  if any, did
     not, and at the time of each sale of Securities and as of the Closing Date,
     each such  Issuer  Free  Writing  Prospectus  will not,  contain any untrue
     statement of a material fact or omit to state any material  fact  necessary
     in order to make the statements  therein, in the light of the circumstances
     under which they were made, not  misleading;  provided,  however,  that the
     Company makes no warranty or  representation  with respect to any statement
     contained in or omitted from the Disclosure Package in reliance upon and in
     conformity  with  the  information   concerning  the  Placement  Agent  and
     furnished in writing through the Placement  Agent to the Company  expressly
     for use therein.

          P. Each Issuer Free Writing  Prospectus,  if any, as of its issue date
     and at all subsequent  times through the completion of the public offer and
     sale of the  Securities  did  not,  does  not,  and will  not  include  any
     information   that   conflicted,   conflicts  or  will  conflict  with  the
     information contained in the Registration Statement, including any document
     incorporated by reference therein that has not been superceded or modified.

          Q. The Company is not an  "ineligible  issuer" in connection  with the
     offering pursuant to Rules 164, 405 and 433 under the Securities Act and is
     eligible to use Free Writing  Prospectuses in connection with this offering
     pursuant to Rules 164 and 433 under the  Securities  Act;  any Free Writing
     Prospectus  that the Company is  required  to file  pursuant to Rule 433(d)

                                       7
<PAGE>

     under the Securities Act  Regulations  has been, or will be, filed with the
     Commission in accordance  with the  requirements  of the Securities Act and
     the Securities Act Regulations;  and each Free Writing  Prospectus that the
     Company has filed,  or is required to file,  pursuant to Rule 433(d)  under
     the Securities  Act  Regulations or that was prepared by or on behalf of or
     used by the Company  complies or will comply in all material  respects with
     the requirements of the Securities Act and the Securities Act Regulations.

          R.  Except for the Issuer  Free  Writing  Prospectuses  identified  in
     Schedule II hereto,  and any  electronic  road show  relating to the public
     offering of Securities  contemplated  herein, the Company has not prepared,
     used or  referred  to,  and will  not,  without  the prior  consent  of the
     Placement Agent, prepare, use or refer to, any Free Writing Prospectus.

          S. Any  Preliminary  Prospectus,  the  Prospectus  and any Issuer Free
     Writing  Prospectus (to the extent any such Issuer Free Writing  Prospectus
     was required to be filed with the  Commission)  delivered to the  Placement
     Agent for use in  connection  with the public  offering  of the  Securities
     contemplated herein have been and will be identical to the versions of such
     documents  transmitted to the Commission for filing via the Electronic Data
     Gathering  Analysis and Retrieval  System  ("EDGAR"),  except to the extent
     permitted by Regulation S-T.

          T.  Except  as  otherwise  disclosed  in both the  Prospectus  and the
     Disclosure Package, there are no actions, suits, proceedings,  inquiries or
     investigations  pending or, to the  knowledge  of the  Company,  threatened
     against the Company or any Subsidiary or any of their  respective  officers
     and  directors  or to which  the  properties,  assets or rights of any such
     entity are subject, at law or in equity,  before or by any federal,  state,
     local or  foreign  governmental  or  regulatory  commission,  board,  body,
     authority,  arbitral  panel or agency,  which  could  result in a judgment,
     decree, award or order having a Material Adverse Effect.

          U. The financial statements,  including the notes thereto, included in
     (or incorporated by reference into) each of the Registration Statement, the
     Prospectus  and the  Disclosure  Package  present  fairly the  consolidated
     financial  position  of the  entities  to which such  financial  statements
     relate  (the  "Covered  Entities")  as  of  the  dates  indicated  and  the
     consolidated  results of operations  and changes in financial  position and
     cash  flows  of the  Covered  Entities  for  the  periods  specified;  such
     financial  statements  have been  prepared  in  conformity  with  generally
     accepted  accounting  principles  as applied in the United  States and on a
     consistent  basis  during  the  periods  involved  and in  accordance  with
     Regulation  S-X  promulgated  by the  Commission;  the financial  statement
     schedules  included in (or incorporated by reference into) the Registration
     Statement  fairly  present  the  information  shown  therein  and have been
     compiled on a basis  consistent with the financial  statements  included in
     each of the  Registration  Statement,  the  Prospectus  and the  Disclosure
     Package; no other financial statements or supporting schedules are required
     to be included in (or  incorporated  by  reference  into) the  Registration
     Statement,  the  Prospectus  or the  Disclosure  Package;  and no pro forma
     financial  information  is required to be included in (or  incorporated  by
     reference  into)  the  Registration   Statement,   the  Prospectus  or  the
     Disclosure Package.

          V.  BDO  USA,  LLP,  whose  reports  on  the  consolidated   financial
     statements  of  the  Company  and  the  Subsidiaries  are  filed  with  the
     Commission as part of each of the  Registration  Statement,  the Prospectus
     and the Disclosure Package,  or are incorporated by reference therein,  and
     any other accounting firm that has certified Company  financial  statements
     and  delivered its reports with respect  thereto,  are, and were during the
     periods  covered  by  their  reports,  independent  public  accountants  as
     required by the Securities Act and the Securities Act Regulations,  and are
     registered with the Public Company Accounting Oversight Board.

          W. Subsequent to the respective dates as of which information is given
     in each of the  Registration  Statement,  the Prospectus and the Disclosure
     Package, and except as may be otherwise stated in such documents, there has
     not been (i) any  Material  Adverse  Change or any  development  that could
     reasonably be expected to result in a Material  Adverse Change,  whether or
     not arising in the ordinary course of business,  (ii) any transaction  that
     is  material  to  the  Company  and  the  Subsidiaries  taken  as a  whole,
     contemplated  or entered  into by the  Company or any of the  Subsidiaries,
     (iii) any  obligation,  contingent  or  otherwise,  directly or  indirectly
     incurred by the Company or any  Subsidiary  that is material to the Company
     and  Subsidiaries  taken as a whole or (iv) any dividend or distribution of
     any kind declared,  paid or made by the Company on any class of its capital
     stock.

                                       8
<PAGE>

          X. Each of the  Securities  conform in all  material  respects  to the
     description thereof contained in the Registration Statement, the Prospectus
     and  the  Disclosure  Package;  this  Agreement  conforms  in all  material
     respects  to  the  description   thereof   contained  in  the  Registration
     Statement, the Disclosure Package and the Prospectus.

          Y.  Except as  disclosed  in both the  Prospectus  and the  Disclosure
     Package,  there are no persons with registration or other similar rights to
     have  any  equity  or  debt  securities,  including  securities  which  are
     convertible into or exchangeable for equity securities, registered pursuant
     to the Registration  Statement or otherwise registered by the Company under
     the Securities Act,  except for those  registration or similar rights which
     have  been  waived  with  respect  to the  offering  contemplated  by  this
     Agreement,   all  of  which  registration  or  similar  rights  are  fairly
     summarized in both the Prospectus and the Disclosure Package.

          Z. The Shares and the Warrant  Shares have been duly  authorized  and,
     when issued and duly delivered  against payment therefor as contemplated by
     this Agreement and/or the Warrants,  will be validly issued, fully paid and
     non-assessable,  free and clear of any pledge, lien, encumbrance,  security
     interest  or other  claim,  and the  issuance  and sale of the  Shares  and
     Warrant Shares by the Company is not subject to preemptive or other similar
     rights arising by operation of law, under the  organizational  documents of
     the Company or under any  agreement to which the Company or any  Subsidiary
     is a party or otherwise.  The Warrants are duly authorized and, when issued
     and paid for in accordance  with this  Agreement,  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 Warrants.

          AA. Shares of the  Company's  Common Stock trade on the NYSE MKT under
     the symbol  "CVM";  the Company has taken all  necessary  actions to ensure
     that it is now, and will be at all times, in compliance with all applicable
     corporate  governance  requirements  set  forth in the NYSE  MKT's  listing
     standards currently in effect, and is taking such steps as are necessary to
     ensure  that it will  be in  compliance,  upon  the  effectiveness  of such
     requirements,  with other applicable corporate governance  requirements set
     forth in the NYSE MKT's listing standards that are not currently in effect.

          BB. None of the Company, the Subsidiaries,  or any of their respective
     directors,  officers,  representatives  or affiliates  has taken,  nor will
     take, directly or indirectly,  any action that is designed to, or which has
     constituted,  or which might  reasonably be expected to cause or result in,
     stabilization  or  manipulation of the price of any security of the Company
     to facilitate the sale or resale of the Shares.

          CC. Neither the Company nor any of the Subsidiaries,  nor any of their
     respective affiliates, officers, directors or any beneficial owner of 5% or
     more of the Company's securities, (i) is required to register as a "broker"
     or "dealer" in  accordance  with the  provisions of the Exchange Act or the
     Exchange Act Regulations, or (ii) has any direct or indirect affiliation or
     association  with any  member  firm of the  Financial  Industry  Regulatory
     Authority  ("FINRA")  (as  determined  in  accordance  with the  rules  and
     regulations of FINRA).

          DD.  Any  certificate  signed by any  officer  of the  Company  or any
     Subsidiary delivered to the Placement Agent or to counsel for the Placement
     Agent pursuant to or in connection  with this  Agreement  shall be deemed a
     representation and warranty by the Company to the Placement Agent as to the
     matters covered thereby.

          EE. The form of certificate used to evidence the Common Stock complies
     in all material respects with all applicable statutory  requirements,  with
     any applicable requirements of the organizational  documents of the Company
     and the requirements of the NYSE MKT.

          FF. Each of the Company and the  Subsidiaries  has good and marketable
     title in fee  simple to all real  property,  if any,  and good title to all
     personal  property owned by them, in each case free and clear of all liens,
     security interests, pledges, charges, encumbrances,  mortgages and defects,
     except such as are disclosed in (or  incorporated  by reference  into) both

                                       9
<PAGE>

     the Prospectus and the Disclosure  Package or such as do not materially and
     adversely  affect the value of such property and do not interfere  with the
     use made or  proposed  to be made of such  property  by the Company and the
     Subsidiaries;  and any real property and buildings  held under lease by the
     Company or any  Subsidiary are held under valid,  existing and  enforceable
     leases,  with such  exceptions as are disclosed in both the  Prospectus and
     the  Disclosure  Package or are not material and do not interfere  with the
     use made or  proposed  to be made of such  property  and  buildings  by the
     Company or such Subsidiary.

          GG.  The  agreements  and  documents  described  in  the  Registration
     Statement,  the  Prospectus,   the  Disclosure  Package  or  the  documents
     incorporated or deemed to be  incorporated by reference  therein conform to
     the descriptions  thereof  contained therein and there are no agreements or
     other documents  required by the Securities Act or the Exchange Act and the
     applicable  rules  and  regulations  of  the  Commission  thereunder  to be
     described in the  Registration  Statement,  the Prospectus,  the Disclosure
     Package  or the  documents  incorporated  or deemed to be  incorporated  by
     reference  therein 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
     Disclosure   Package  or  the  documents   incorporated  or  deemed  to  be
     incorporated  by reference  therein,  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 (A) as such  enforceability
     may be limited by bankruptcy,  insolvency,  reorganization  or similar laws
     affecting  creditors'  rights  generally,  (B)  as  enforceability  of  any
     indemnification or contribution  provision may be limited under the federal
     and state securities laws, and (C) 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.

          HH. 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 Units 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 documents
     incorporated or deemed to be incorporated by reference in the  Registration
     Statement,  the Prospectus  and the Disclosure  Package set 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.

          II.  The  descriptions  in each  of the  Registration  Statement,  the
     Prospectus  and  the  Disclosure  Package  of  the  legal  or  governmental
     proceedings, contracts, leases and other legal documents therein described,
     fairly and accurately present the information required to be disclosed, and
     there are no legal or governmental proceedings, contracts, leases, or other

                                       10
<PAGE>

     documents  of a character  required  to be  disclosed  in the  Registration
     Statement,  the  Prospectus or the  Disclosure  Package,  or to be filed as
     exhibits to the Registration Statement, which are not described or filed as
     required; all agreements between the Company or any of the Subsidiaries and
     third  parties  expressly   referenced  in  both  the  Prospectus  and  the
     Disclosure Package are legal, valid and binding  obligations of the Company
     or one or more of the  Subsidiaries,  enforceable in accordance  with their
     respective  terms,  except to the extent  enforceability  may be limited by
     bankruptcy,   insolvency,   reorganization,   moratorium  or  similar  laws
     affecting creditors' rights generally and by general equitable principles.

          JJ. No forward-looking statement (within the meaning of Section 27A of
     the  Securities  Act and  Section  21E of the  Exchange  Act)  included  or
     incorporated by reference in the Registration Statement,  the Prospectus or
     the  Disclosure  Package 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 or the Disclosure Package 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.

          KK. 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.  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. 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.

          LL. All preclinical and clinical studies  conducted by or on behalf of
     the Company or the Subsidiaries, or in which the Company or its products or
     product candidates have participated were and, if still ongoing,  are being
     conducted  in all  material  respects  in  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, including, without limitation, 21 C.F.R. Part 50, 54, 56, 58, and
     312. The descriptions in the Registration Statement, the Prospectus and the
     Disclosure Package 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 other studies the results
     of which are inconsistent  with or otherwise call into question the results
     described or referred to in the Registration Statement,  the Prospectus and
     the  Disclosure  Package  or the  results of which are  referred  to in the
     Registration  Statement,  the Prospectus and the Disclosure Package. Except
     as  disclosed  in  the  Registration  Statement,  the  Prospectus  and  the
     Disclosure  Package,  the Company has not received  any written  notices or

                                       11
<PAGE>

     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  proposed,  ongoing,  or completed  clinical or
     preclinical  studies  conducted or proposed to be conducted by or on behalf
     of the Company or its Subsidiaries.

          MM. The Company and its Subsidiaries  are, and at all times have been,
     in compliance in all material respects with all applicable Health Care Laws
     (as  defined  below),  and have not  engaged in  activities  which are,  as
     applicable, cause for false claims liability, civil penalties, or mandatory
     or permissive exclusion from Medicare,  Medicaid, or any other state health
     care  program  or  federal  health  care  program.  For  purposes  of  this
     Agreement,  "Health  Care Laws"  means:  (i) the FDCA,  the  Public  Health
     Service Act and the regulations promulgated thereunder; (ii) all applicable
     federal,  state, local and all applicable foreign health care related fraud
     and abuse  laws,  including,  without  limitation,  the U.S.  Anti-Kickback
     Statute  (42  U.S.C.  Section  1320a-7b(b)),  the  U.S.  Physician  Payment
     Sunshine Act (42 U.S.C. ss. 1320a-7h),  the U.S. Civil False Claims Act (31
     U.S.C.  Section 3729 et seq.), the criminal False Claims Law (42 U.S.C. ss.
     1320a-7b(a)),  all criminal  laws  relating to health care fraud and abuse,
     including but not limited to 18 U.S.C. Sections 286 and 287, and the health
     care fraud criminal provisions under the U.S. Health Insurance  Portability
     and Accountability Act of 1996 ("HIPAA") (42 U.S.C. Section 1320d et seq.),
     the exclusion laws (42 U.S.C.  ss. 1320a-7),  the civil monetary  penalties
     law (42 U.S.C. ss. 1320a-7a),  HIPAA, as amended by the Health  Information
     Technology for Economic and Clinical Health Act (42 U.S.C. Section 17921 et
     seq.),  and the regulations  promulgated  pursuant to such statutes;  (iii)
     Medicare (Title XVIII of the Social Security Act); (iv) Medicaid (Title XIX
     of the Social  Security Act); and (v) any and all other  applicable  health
     care laws and  regulations.  None of the Company or any of its Subsidiaries
     has  received  notice of any  claim,  action,  suit,  proceeding,  hearing,
     enforcement,  audit,  investigation,  arbitration  or other action from any
     court or arbitrator or governmental or regulatory  authority or third party
     alleging that any product operation or activity is in material violation of
     any Health  Care Laws,  and,  to the  Company's  knowledge,  no such claim,
     action,  suit,  proceeding,  hearing,  enforcement,  audit,  investigation,
     arbitration  or other action is  threatened.  None of the Company or any of
     its  Subsidiaries  is a party to or has any ongoing  reporting  obligations
     pursuant  to  any  corporate  integrity  agreements,  deferred  prosecution
     agreements,  monitoring  agreements,  consent decrees,  settlement  orders,
     plans  of  correction  or  similar   agreements  with  or  imposed  by  any
     governmental or regulatory  authority.  Additionally,  neither the Company,
     nor  any of its  respective  employees,  officers  or  directors  has  been
     excluded,  suspended or debarred  from  participation  in any U.S.  federal
     health care program or human clinical  research or, to the knowledge of the
     Company, is subject to a governmental inquiry,  investigation,  proceeding,
     or other  similar  action  that could  reasonably  be expected to result in
     debarment, suspension, or exclusion.

          NN. The Company and the Subsidiaries  have, or have rights to use, all
     patents, patent applications,  trademarks, trademark applications,  service
     marks,  trade  names,  trade  secrets,  inventions,  know-how,  copyrights,
     licenses  and  other  intellectual   property  rights  and  similar  rights
     necessary  or  required  for  use  in  connection  with  their   respective
     businesses as described in the Registration  Statement,  the Prospectus and
     the  Disclosure  Package,  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  or
     incorporated by reference into the Registration  Statement,  the Prospectus
     and the  Disclosure  Package,  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, and the Company is unaware of any facts that
     could form a reasonable  basis for any such  action,  suit,  proceeding  or
     claim.  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,  and  the  Company  is  unaware  of any  facts  that  could  form a
     reasonable  basis for any such  action,  suit,  proceeding  or  claim.  The
     product candidates described in the Registration Statement,  the Prospectus
     and the Disclosure  Package as under development by the Company fall within
     the scope of the claims of one or more patents owned by the Company. To the
     Company's   knowledge,   it  has  not  infringed  or  misappropriated   the
     Intellectual  Property Rights of any third parties,  which  infringement or

                                       12
<PAGE>

     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.

          OO. The Company has established and maintains  disclosure controls and
     procedures  (as such term is defined in Rule 13a 15(e)  under the  Exchange
     Act), which (i) are designed to ensure that material  information  relating
     to the Company, including its consolidated  subsidiaries,  is made known to
     the  Company's  principal  executive  officer and its  principal  financial
     officer by others within those entities, particularly during the periods in
     which  the  periodic  reports  required  under the  Exchange  Act are being
     prepared,  (ii) have been evaluated for  effectiveness as of the end of the
     last fiscal period  covered by the  Registration  Statement,  and (iii) are
     effective in all material  respects to perform the functions for which they
     were  established;  and the  Company  is not  aware of (A) any  significant
     deficiency or material  weakness in the design or operation of its internal
     controls  over  financial  reporting,  or (B)  any  fraud,  whether  or not
     material,   that  involves   management  or  other  employees  who  have  a
     significant   role  in  the  Company's   internal  control  over  financial
     reporting.  Since the most recent  evaluation of the  Company's  disclosure
     controls and  procedures  described  above,  there have been no significant
     changes in internal  control over  financial  reporting or in other factors
     that could significantly affect internal control over financial reporting.

          PP. The  Company  and each of the  Subsidiaries  maintains a system of
     internal  accounting  controls  sufficient to provide reasonable  assurance
     that (i) transactions are executed in accordance with management's  general
     or specific authorizations;  (ii) transactions are recorded as necessary to
     permit  preparation  of financial  statements in conformity  with generally
     accepted  accounting  principles  as applied  in the  United  States and to
     maintain asset accountability;  (iii) access to assets is permitted only in
     accordance with management's  general or specific  authorization;  (iv) the
     recorded  accountability for assets is compared with the existing assets at
     reasonable  intervals and  appropriate  action is taken with respect to any
     differences;  and (v) the interactive data in eXtensible Business Reporting
     Language   included  or  incorporated  by  reference  in  the  Registration
     Statement  is  accurate.   The  interactive  data  in  eXtensbile  Business
     Reporting   Language   included  or   incorporated   by  reference  in  the
     Registration  Statement  fairly presents the information  called for in all
     material respects and has been prepared in accordance with the Commission's
     rules and guidelines applicable thereto.

          QQ.  Each of the Company  and the  Subsidiaries  has filed on a timely
     basis all necessary federal,  state, local and foreign income and franchise
     tax returns  required to be filed through the date hereof and have paid all
     taxes shown as due thereon; and no tax deficiency has been asserted against
     any such entity,  nor does any such entity know of any tax deficiency  that
     is likely to be  asserted  against  any such  entity  that,  if  determined
     adversely to any such entity, could have a Material Adverse Effect; all tax
     liabilities  are adequately  provided for on the  respective  books of such
     entities.

          RR.  Each of the  Company  and the  Subsidiaries  maintains  insurance
     (issued by insurers of recognized  financial  responsibility)  of the types
     and  in  the  amounts   generally  deemed  adequate  for  their  respective
     businesses and consistent  with  insurance  coverage  maintained by similar
     companies in similar businesses,  including,  but not limited to, insurance
     covering real and personal  property owned or leased by the Company and the
     Subsidiaries against theft, damage, destruction,  acts of vandalism and all
     other risks customarily insured against,  all of which insurance is in full
     force and effect.

          SS.  Neither the Company nor any of the  Subsidiaries  is in violation
     of, or has received notice of any violation with respect to, any applicable
     environmental,  safety or similar  law  applicable  to the  business of the
     Company or any of the  Subsidiaries;  the Company and the Subsidiaries have
     received all permits,  licenses or other  approvals  required of them under
     applicable   federal   and  state   occupational   safety  and  health  and
     environmental laws and regulations to conduct their respective  businesses,
     and the Company and the  Subsidiaries  are in compliance with all terms and
     conditions  of any  such  permit,  license  or  approval,  except  any such
     violation  of law or  regulation,  failure  to  receive  required  permits,
     licenses  or other  approvals  or  failure  to  comply  with the  terms and
     conditions  of  such  permits,  licenses  or  approvals  which  could  not,
     individually or in the aggregate, result in a Material Adverse Change.

                                       13
<PAGE>

          TT.  Neither the Company nor any  Subsidiary is in violation of or has
     received  notice of any violation  with respect to any federal or state law
     relating to  discrimination  in the hiring,  promotion or pay of employees,
     nor any applicable  federal or state wages and hours law, nor any state law
     precluding the denial of credit due to the neighborhood in which a property
     is situated,  the  violation of any of which could have a Material  Adverse
     Effect.

          UU. The Company and each of the  Subsidiaries are in compliance in all
     material respects with all presently applicable  provisions of the Employee
     Retirement  Income  Security  Act  of  1974,  as  amended,   including  the
     regulations  and  published   interpretations   thereunder  ("ERISA");   no
     "reportable  event" (as defined in ERISA) has occurred  with respect to any
     "pension  plan" (as  defined in ERISA) for which the  Company or any of the
     Subsidiaries  would  have  any  liability;  the  Company  and  each  of the
     Subsidiaries  have not incurred and do not expect to incur  liability under
     (i) Title IV of ERISA with respect to termination  of, or withdrawal  from,
     any "pension plan" or (ii) Section 412 or 4971 of the Internal Revenue Code
     of  1986,   as   amended,   including   the   regulations   and   published
     interpretations  thereunder ("Code"); and each "pension plan" for which the
     Company  and each of its  Subsidiaries  would  have any  liability  that is
     intended to be qualified  under Section  401(a) of the Code is so qualified
     in all material respects and nothing has occurred,  whether by action or by
     failure to act, which would cause the loss of such qualification.

          VV.  Except as  otherwise  disclosed  in both the  Prospectus  and the
     Disclosure Package, there are no outstanding loans, extensions of credit or
     advances  or  guarantees  of  indebtedness  by  the  Company  or any of the
     Subsidiaries  to or for the benefit of any of the  officers or directors of
     the  Company  or any  of the  Subsidiaries  or  any of the  members  of the
     families of any of them.

          WW.  Neither  the  Company  nor any of the  Subsidiaries  nor,  to the
     knowledge  of the  Company,  any employee or agent of the Company or any of
     the  Subsidiaries,  has made any  payment of funds of the Company or of any
     Subsidiary  or received or retained any funds in violation of any law, rule
     or regulation, or of a character required to be disclosed in the Prospectus
     or the Disclosure Package.

          XX. All securities  issued by the Company,  any of the Subsidiaries or
     any trusts established by the Company or any Subsidiary,  have been or will
     be issued and sold in compliance with (i) all applicable  federal and state
     securities   laws,  (ii)  the  laws  of  the  applicable   jurisdiction  of
     incorporation of the issuing entity and, (iii) to the extent  applicable to
     the issuing entity, the requirements of the NYSE MKT.

          YY. The Company and its Subsidiaries are, and at all times prior were,
     (i) in compliance  with any and all applicable  federal,  state,  local and
     foreign laws, regulations,  ordinances,  rules, orders, judgments, decrees,
     permits or other legal  requirements  relating to the  protection  of human
     health  and  safety,  the  environment,  natural  resources,  petroleum  or
     hazardous  or  toxic  substances  or  wastes,  pollutants  or  contaminants
     ("Environmental  Laws"),  which compliance includes obtaining,  maintaining
     and complying with all permits and authorizations and approvals required by
     Environmental Laws to conduct their respective businesses and (ii) have not
     received  notice of nor do they  otherwise  have knowledge of any actual or
     potential liability for the investigation or remediation of any disposal or
     release of petroleum,  hazardous or toxic substances or wastes,  pollutants
     or  contaminants,  except  in the case of  clause  (i) or (ii)  where  such
     non-compliance  with or  liability  under  Environmental  Laws  could  not,
     individually  or in the  aggregate,  have a Material  Adverse  Effect;  and
     neither  the  Company  nor any of its  Subsidiaries  has  been  named  as a
     "potentially  responsible  party"  under  the  Comprehensive  Environmental
     Response,  Compensation and Liability Act of 1980, as amended, or any other
     similar  Environmental  Law,  except with respect to any matters that could
     not,  individually  or in the aggregate,  have a Material  Adverse  Effect.
     Neither  the  Company  nor any of its  Subsidiaries  (A) is a party  to any
     proceeding under  Environmental  Laws to which a governmental  authority is
     also a party, other than such proceedings regarding which it is believed no
     monetary penalties of $100,000 or more will be imposed,  or (B) anticipates
     making material capital expenditures relating to Environmental Laws.

          ZZ. In connection with this offering,  the Company has not offered and
     will not offer its Common Stock or any other securities  convertible  into,
     or exchangeable or exercisable  for, Common Stock in a manner that violates

                                       14
<PAGE>

     the  Securities  Act;  and the  Company  has not  distributed  and will not
     distribute any offering  materials in connection with the offer and sale of
     the Shares  except for any  Preliminary  Prospectus,  the  Prospectus,  any
     Issuer Free Writing Prospectus or the Registration Statement.

          AAA. The Company has complied and will comply with all the  provisions
     of Florida Statutes, Section 517.075 (Chapter 92-198, Laws of Florida); and
     neither the Company nor any of the Subsidiaries or affiliates does business
     with the  government  of Cuba or with any  person or  affiliate  located in
     Cuba.

          BBB. The Company has not incurred any  liability for any finder's fees
     or  similar   payments  in   connection   with  the   transactions   herein
     contemplated.

          CCC. No relationship,  direct or indirect, exists between or among the
     Company  or any of the  Subsidiaries  on the one hand,  and the  directors,
     officers, stockholders, customers or suppliers of the Company or any of the
     Subsidiaries  on the other hand,  that is required by the Securities Act or
     the Exchange Act and the applicable rules and regulations of the Commission
     thereunder,  as the  case  may  be,  to be  described  in the  Registration
     Statement,   the  Prospectus,   the  Disclosure  Package  or  the  document
     incorporated or deemed to be incorporated  by reference  therein,  which is
     not so described.

          DDD.  Neither  the Company nor any of the  Subsidiaries  is or,  after
     giving  effect  to the  offering  and  sale  of the  Shares,  will  be,  an
     "investment company" or an entity "controlled" by an "investment  company,"
     as such terms are defined in the Investment Company Act of 1940, as amended
     (the "Investment Company Act").

          EEE.  There are no  existing  or,  to the  knowledge  of the  Company,
     threatened  labor  disputes with the employees of the Company or any of the
     Subsidiaries that could have,  individually or in the aggregate, a Material
     Adverse Effect.

          FFF.  The  Company,  the  Subsidiaries  and  any of the  officers  and
     directors of the Company and the Subsidiaries, in their capacities as such,
     are,  and on the  Closing  Date  will be,  in  compliance  in all  material
     respects  with the  provisions  of the  Sarbanes-Oxley  Act of 2002 and the
     rules and regulations promulgated thereunder.

          GGG. The Company (i) complies with the Privacy  Statements (as defined
     below) as applicable to any given set of personal information  collected by
     the Company  from  Individuals  (as defined  below),  (ii)  complies in all
     material  respects with all applicable  federal,  state,  local and foreign
     laws and regulations regarding the collection,  retention, use, transfer or
     disclosure of personal  information and (iii) takes reasonable  measures to
     protect and maintain the  confidential  nature of the personal  information
     provided to the Company by Individuals in accordance  with the terms of the
     applicable Privacy  Statements;  to the Company's  knowledge,  no claims or
     controversies   have  arisen  regarding  the  Privacy   Statements  or  the
     implementation   thereof.  As  used  herein,  "Privacy  Statements"  means,
     collectively,  any and all of the Company's privacy statements and policies
     published  on Company  websites or product  candidates  or  otherwise  made
     available  by the Company  regarding  the  collection,  retention,  use and
     distribution of the personal information of individuals, including, without
     limitation,  from  visitors  or users of any  Company  websites  or product
     candidates ("Individuals").

          HHH.  Neither  the Company  nor any of the  Subsidiaries,  nor, to the
     knowledge  of the  Company,  any  director,  officer,  agent,  employee  or
     affiliate of such entities,  is aware of or has taken any action,  directly
     or  indirectly,  that would  result in a violation  by such  persons of the
     Foreign  Corrupt  Practices  Act of 1977,  as  amended,  and the  rules and
     regulations thereunder (the "FCPA") , U.K. Bribery Act 2010, as amended, or
     any other applicable anti-bribery statute or regulation, including, without
     limitation,  making  use of the  mails or any means or  instrumentality  of
     interstate commerce corruptly in furtherance of an offer, payment,  promise
     to pay or  authorization  of the payment of any money,  or other  property,
     gift,  promise to give, or authorization of the giving of anything of value
     to any  "foreign  official"  (as such term is  defined  in the FCPA) or any
     foreign  political  party or official  thereof or any candidate for foreign
     political  office,  in contravention of the FCPA, U.K. Bribery Act 2010, as
     amended, or any other applicable  anti-bribery  statute or regulation,  and
     the Company and the  Subsidiaries  and, to the  knowledge  of the  Company,

                                       15
<PAGE>

     their  affiliates  have conducted  their  businesses in compliance with the
     FCPA,  U.K.  Bribery  Act  2010,  as  amended,   or  any  other  applicable
     anti-bribery statute or regulation.

          III.  Neither  the Company  nor any of its  Subsidiaries,  nor, to the
     Company's knowledge, any of its affiliates or any director,  officer, agent
     or employee of, or other person associated with or acting on behalf of, the
     Company,  has violated  the Bank  Secrecy Act, as amended,  the Uniting and
     Strengthening  of  America  by  Providing  Appropriate  Tools  Required  to
     Intercept and Obstruct Terrorism Act (USA PATRIOT ACT) of 2001 or the rules
     and regulations promulgated under any such law or any successor law.

          JJJ. The  operations  of the  Company,  its  Subsidiaries  and, to the
     Company's  knowledge,  its  affiliates,  are and have been conducted at all
     times in compliance with applicable  financial  recordkeeping and reporting
     requirements  of the Currency  and Foreign  Transactions  Reporting  Act of
     1970, as amended, the Money Laundering Control Act of 1986, as amended, any
     other  money  laundering  statutes  of all  jurisdictions,  the  rules  and
     regulations  thereunder  and any related or similar  rules,  regulations or
     guidelines,  issued,  administered or enforced by any  governmental  agency
     (collectively,   the  "Money  Laundering   Laws"),   except  for  any  such
     non-compliance  as would  not,  singly  or in the  aggregate,  result  in a
     Material Adverse Change, and no action, suit or proceeding by or before any
     court or governmental agency, authority or body or any arbitrator involving
     the Company or any of its Subsidiaries, or, to the Company's knowledge, any
     of its affiliates, with respect to the Money Laundering Laws is pending or,
     to the Company's knowledge, threatened.

          KKK. Each of the Company and its  Subsidiaries,  and, to the Company's
     knowledge,  each of their affiliates,  and any director,  officer, agent or
     employee  of, or other  person  associated  with or acting on behalf of the
     Company,  has acted at all times in compliance with  applicable  Export and
     Import  Laws (as  defined  below)  and  there  are no  claims,  complaints,
     charges,  investigations  or  proceedings  pending or  expected  or, to the
     knowledge  of the  Company,  threatened  between  the Company or any of its
     Subsidiaries  and any  governmental  authority  under any  Export or Import
     Laws.  The term "Export and Import Laws" means the Arms Export Control Act,
     the International  Traffic in Arms Regulations,  the Export  Administration
     Act of 1979, as amended,  the Export  Administration  Regulations,  and all
     other laws and regulations of the United States  government  regulating the
     provision  of  services  to  non-U.S.  parties  or the export and import of
     articles or information  from and to the United States of America,  and all
     similar  laws and  regulations  of any foreign  government  regulating  the
     provision  of services to parties not of the foreign  country or the export
     and import of articles and  information  from and to the foreign country to
     parties not of the foreign country.

          LLL.  Neither  the Company  nor any of its  Subsidiaries,  nor, to the
     knowledge of the Company, any director, officer, employee, agent, affiliate
     or other person  associated  with or acting on behalf of the Company or any
     of its Subsidiaries is currently the subject or the target of any sanctions
     administered  or  enforced  by  the  U.S.  government  (including,  without
     limitation,  the Office of Foreign Assets Control of the U.S. Department of
     the  Treasury  ("OFAC")  or the U.S.  Department  of State  and  including,
     without limitation, the designation as a "specially designated national" or
     "blocked  person"),  the United  Nations  Security  Council  ("UNSC"),  the
     European Union, Her Majesty's  Treasury ("HMT") or other relevant sanctions
     authority (collectively,  "Sanctions"),  nor is the Company, nor any of its
     Subsidiaries, located, organized or resident in a country or territory that
     is the subject or target of Sanctions, including, without limitation, Cuba,
     Iran, North Korea, Sudan and Syria (each, a "Sanctioned Country");  and the
     Company will not directly or indirectly use the proceeds of the offering of
     the Shares hereunder,  or lend, contribute or otherwise make available such
     proceeds to any subsidiary, joint venture partner or other person or entity
     (i) to fund or  facilitate  any  activities  of or business with any person
     that, at the time of such funding or facilitation, is the subject or target
     of Sanctions,  (ii) to fund or facilitate  any activities of or business in
     any  Sanctioned  Country or (iii) in any other manner that will result in a
     violation  by  any  person  (including  any  person  participating  in  the
     transaction,  whether as  underwriter,  advisor,  investor or otherwise) of
     Sanctions.  For the past five years, the Company and its Subsidiaries  have
     not knowingly  engaged in and are not now knowingly engaged in any dealings
     or  transactions  with  any  person  that  at the  time of the  dealing  or
     transaction  is or was the subject or the target of  Sanctions  or with any
     Sanctioned Country.

                                       16
<PAGE>

          MMM. Except as described in the  Registration  Statement,  the Pricing
     Disclosure  Package  and the  Prospectus,  there are no  claims,  payments,
     arrangements,  agreements  or  understandings  relating to the payment of a
     finder's,  consulting  or  origination  fee  by the  Company  or any of its
     affiliates  with  respect to the sale of the  Securities  hereunder  or any
     other arrangements,  agreements or understandings of the Company or, to the
     Company's knowledge,  any of its stockholders that may affect the Placement
     Agent's compensation, as determined by FINRA.

8. Conditions of the Obligations of the Placement Agent.

The  obligations  of the  Placement  Agent  hereunder  shall be  subject  to the
accuracy of the  representations  and  warranties on the part of the Company set
forth in  Section 7 hereof,  in each case as of the date  hereof  and as of each
Closing  Date as though  then  made,  to the timely  performance  by each of the
Company  of its  covenants  and other  obligations  hereunder  on and as of such
dates, and to each of the following additional conditions:

     A. Regulatory Matters.

               i.   Effectiveness   of   Registration   Statement;    Rule   424
                    Information.  The Registration Statement is effective on the
                    date of this  Agreement,  and, on the  Closing  Date no stop
                    order  suspending  the  effectiveness  of  the  Registration
                    Statement or any  post-effective  amendment thereto has been
                    issued  under the  Securities  Act, no order  preventing  or
                    suspending  the  use of any  Preliminary  Prospectus  or the
                    Prospectus  has been  issued and no  proceedings  for any of
                    those  purposes  have been  instituted or are pending or, to
                    the Company's knowledge, contemplated by the Commission. The
                    Company  has  complied  with each  request (if any) from the
                    Commission for additional information.  All filings with the
                    Commission  required by Rule 424 under the Securities Act to
                    have been filed by the  Closing  Date,  shall have been made
                    within the applicable time period prescribed for such filing
                    by Rule 424.

               ii.  FINRA  Clearance.  On or  before  the  Closing  Date of this
                    Agreement, the Placement Agent shall have received clearance
                    from FINRA as to the  amount of  compensation  allowable  or
                    payable  to  the   Placement   Agent  as  described  in  the
                    Registration Statement.

     B. Company Counsel Matters.

               i.   On the Closing Date, the Placement Agent shall have received
                    the favorable  opinion of Hart & Hart, LLC,  outside counsel
                    for the Company  counsel to the  Company,  dated the Closing
                    Date and addressed to the Placement Agent,  substantially in
                    form and substance reasonably  satisfactory to the Placement
                    Agent.

               ii.  On the Closing Date, the Placement Agent shall have received
                    the favorable  opinion of Polsinelli PC, special  regulatory
                    and intellectual property counsel for the Company, dated the
                    Closing  Date  and   addressed  to  the   Placement   Agent,
                    substantially in form and substance reasonably  satisfactory
                    to the Placement Agent.

     C. Comfort Letters.

               i.   Comfort  Letter.  At the time this  Agreement  is  executed,
                    Placement  Agent shall have received from BDO USA LLP a cold
                    comfort letter containing  statements and information of the
                    type  customarily  included in accountants'  comfort letters
                    with  respect  to  the  financial   statements  and  certain
                    financial   information   contained   in  the   Registration
                    Statement,   the   Pricing   Disclosure   Package   and  the
                    Prospectus, addressed to the Placement Agent and in form and
                    substance  satisfactory  in all respects to Placement  Agent
                    and to BDO USA LLP, dated as of the date of this Agreement.

               ii.  Bring-down   Comfort  Letter.   At  the  Closing  Date,  the
                    Placement  Agent  shall  have  received  from  BDO USA LLP a
                    letter, dated as of the Closing Date, to the effect that BDO
                    USA  LLP  reaffirms  the  statements   made  in  the  letter

                                       17
<PAGE>

                    furnished  pursuant  to  Section  8.C.i.   except  that  the
                    specified  date  referred  to shall be a date not more  than
                    three (3) business days prior to the Closing Date.

               iii. In the event that the  letters  referred  to above set forth
                    any changes in  indebtedness,  decreases  in total assets or
                    retained earnings or increases in borrowings,  it shall be a
                    further  condition to the obligations of the Placement Agent
                    that (i) such  letters  shall be  accompanied  by a  written
                    explanation of the Company as to the  significance  thereof,
                    unless  the   Placement   Agent   deems   such   explanation
                    unnecessary,  and (ii) such changes,  decreases or increases
                    do not, in the sole judgment of the Placement Agent, make it
                    impractical  or inadvisable to proceed with the purchase and
                    delivery  of  the   Securities   as   contemplated   by  the
                    Registration Statement.

     D. Officers' Certificates.

               i.   Officers'  Certificate.  The Company shall have furnished to
                    the Placement  Agent a certificate,  dated the Closing Date,
                    of its Chairman of the Board,  its Chief Executive  Officer,
                    and its  Chief  Financial  Officer  stating  that  (i)  such
                    officers have carefully examined the Registration Statement,
                    the Pricing  Disclosure  Package,  any Issuer  Free  Writing
                    Prospectus  and the Prospectus  and, in their  opinion,  the
                    Registration Statement and each amendment thereto, as of the
                    Initial  Sale  Time and  through  the  Closing  Date did not
                    include any untrue  statement of a material fact and did not
                    omit to state a material fact required to be stated  therein
                    or necessary to make the statements  therein not misleading,
                    and the Pricing Disclosure  Package,  as of the Initial Sale
                    Time  through the  Closing  Date,  any Issuer  Free  Writing
                    Prospectus  as of its date and as of the Closing  Date,  the
                    Prospectus and each amendment or supplement  thereto,  as of
                    the respective  date thereof and as of the Closing Date, did
                    not include any untrue  statement of a material fact and did
                    not omit to state a material fact necessary in order to make
                    the statements therein, in the light of the circumstances in
                    which they were made, not misleading,  (ii) since the filing
                    of the Form 20-F for the year ended  December 31,  2014,  no
                    event has  occurred  which  should  have been set forth in a
                    supplement or amendment to the Registration  Statement,  the
                    Pricing Disclosure Package or the Prospectus, (iii) to their
                    knowledge after reasonable investigation,  as of the Closing
                    Date, the  representations  and warranties of the Company in
                    this  Agreement  are true and  correct  and the  Company has
                    complied with all agreements and satisfied all conditions on
                    its part to be performed or satisfied  hereunder at or prior
                    to the Closing Date, and (iv) there has not been, subsequent
                    to the date of the most recent audited financial  statements
                    included in the Pricing  Disclosure  Package,  any  Material
                    Adverse  Change in the  financial  position  or  results  of
                    operations  of the  Company,  or any  change or  development
                    that,  singularly  or in  the  aggregate,  would  involve  a
                    Material  Adverse Change or a prospective  Material  Adverse
                    Change,   in  or  affecting  the  condition   (financial  or
                    otherwise),  results  of  operations,  business,  assets  or
                    prospects  of  the  Company,  except  as  set  forth  in the
                    Prospectus.

               ii.  Secretary's   Certificate.   At  of  the  Closing  Date  the
                    Placement  Agent shall have  received a  certificate  of the
                    Company  signed by the  Secretary of the Company,  dated the
                    Closing  Date,  certifying:  (i) that each of the  Company's
                    certificate  of   incorporation   and  bylaws  is  true  and
                    complete,  has not been  modified  and is in full  force and
                    effect;  (ii) that the resolutions of the Company's Board of
                    Directors  relating  to the  Offering  are in full force and
                    effect  and have  not  been  modified;  and  (iii)  the good
                    standing of the Company and its subsidiaries.  The documents
                    referred  to in such  certificate  shall be attached to such
                    certificate.

     E. No Material  Changes.  Prior to and on 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,  the
     Pricing  Disclosure  Package and the  Prospectus;  (ii) no action,  suit or
     proceeding,  at law or in  equity,  shall have been  pending or  threatened
     against the Company or any affiliates 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,  the
     Pricing  Disclosure  Package and the Prospectus;  (iii) no stop order shall
     have been issued under the Securities Act and no proceedings therefor shall

                                       18
<PAGE>

     have  been  initiated  or  threatened  by  the  Commission;  and  (iv)  the
     Registration  Statement,  the Pricing Disclosure Package 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 Securities Act  Regulations and shall conform in all
     material  respects  to the  requirements  of the  Securities  Act  and  the
     Securities Act  Regulations,  and neither the Registration  Statement,  the
     Pricing  Disclosure  Package  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.

     F. Additional Documents. At the Closing Date, Placement Agent Counsel shall
     have been furnished with such documents and opinions as they may require in
     order to evidence the accuracy of any of the representations or warranties,
     or the  fulfillment of any of the  conditions,  herein  contained;  and all
     proceedings  taken by the Company in connection  with the issuance and sale
     of the Securities as herein  contemplated shall be satisfactory in form and
     substance to the Placement Agent and Placement Agent Counsel.

9. Indemnification and Contribution; Procedures.

     A.  Indemnification of the Placement Agent. The Company agrees to indemnify
     and hold  harmless the  Placement  Agent,  its  affiliates  and each person
     controlling  such Placement  Agent (within the meaning of Section 15 of the
     Securities Act), and the directors,  officers,  agents and employees of the
     Placement  Agent,  its  affiliates  and each such  controlling  person (the
     Placement Agent, and each such entity or person hereafter is referred to as
     an  "Indemnified  Person")  from and against any losses,  claims,  damages,
     judgments,  assessments,  costs and other  liabilities  (collectively,  the
     "Liabilities"),  and shall reimburse each  Indemnified  Person for all fees
     and expenses (including the reasonable fees and expenses of counsel for the
     Indemnified  Persons,  except  as  otherwise  expressly  provided  in  this
     Agreement) (collectively,  the "Expenses") and agrees to advance payment of
     such   Expenses  as  they  are  incurred  by  an   Indemnified   Person  in
     investigating, preparing, pursuing or defending any actions, whether or not
     any Indemnified Person is a party thereto, arising out of or based upon any
     untrue  statement or alleged untrue  statement of a material fact contained
     in (i) the Registration  Statement,  the Pricing  Disclosure  Package,  the
     Preliminary  Prospectus,  the  Prospectus  or in any  Issuer  Free  Writing
     Prospectus  (as from time to time each may be  amended  and  supplemented);
     (ii) any  materials or  information  provided to investors  by, or with the
     approval of, the Company in connection  with the marketing of the Offering,
     including  any "road show" or investor  presentations  made to investors by
     the Company (whether in person or electronically); or (iii) any application
     or other document or written communication (in this Section 9, collectively
     called  "application")  executed  by the  Company  or  based  upon  written
     information  furnished  by the  Company  in any  jurisdiction  in  order to
     qualify the Securities  under the securities laws thereof or filed with the
     Commission,  any  state  securities  commission  or  agency,  any  national
     securities  exchange;  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, the Placement  Agent's  information.
     The  Company  also  agrees to  reimburse  each  Indemnified  Person for all
     Expenses as they are incurred in connection with such Indemnified  Person's
     enforcement of his or its rights under this Agreement.

     B. Procedure.  Upon receipt by an Indemnified Person of actual notice of an
     action against such Indemnified  Person with respect to which indemnity may
     reasonably be expected to be sought under this Agreement,  such Indemnified
     Person shall promptly notify the Company in writing;  provided that failure
     by any  Indemnified  Person so to notify the Company  shall not relieve the
     Company  from any  obligation  or  liability  which the Company may have on
     account of this Section 9 or otherwise to such Indemnified  Person,  except
     to the  extent  (and only to the  extent)  that its  ability  to assume the
     defense is actually  impaired by such failure or delay.  The Company shall,

                                       19
<PAGE>

     if requested by the Placement Agent,  assume the defense of any such action
     (including  the employment of counsel and  reasonably  satisfactory  to the
     Placement  Agent).  Any  Indemnified  Person shall have the right to employ
     separate counsel in any such action and participate in the defense thereof,
     but the fees and expenses of such  counsel  shall be at the expense of such
     Indemnified  Person unless:  (i) the Company has failed  promptly to assume
     the defense and employ  counsel for the benefit of the Placement  Agent and
     the other  Indemnified  Persons or (ii) such Indemnified  Person shall have
     been  advised  that in the  opinion of  counsel  that there is an actual or
     potential  conflict of interest that  prevents (or makes it imprudent  for)
     the counsel  engaged by the Company  for the  purpose of  representing  the
     Indemnified Person, to represent both such Indemnified Person and any other
     person represented or proposed to be represented by such counsel,  it being
     understood,  however, that the Company shall not be liable for the expenses
     of more than one separate firm of attorneys for the Placement Agent and all
     Indemnified  persons in any one action or series of related  actions in the
     same  jurisdiction.  The Company shall not be liable for any  settlement of
     any  action  effected  without  its  written  consent  (which  shall not be
     unreasonably  withheld).  In addition,  the Company shall not,  without the
     prior written consent of the Placement Agent, settle, compromise or consent
     to the entry of any judgment in or otherwise  seek to terminate any pending
     or  threatened  action  in  respect  of which  advancement,  reimbursement,
     indemnification  or contribution  may be sought  hereunder  (whether or not
     such  Indemnified  Person  is a  party  thereto)  unless  such  settlement,
     compromise, consent or termination (i) includes an unconditional release of
     each Indemnified  Person,  acceptable to such Indemnified  Party,  from all
     Liabilities  arising  out of  such  action  for  which  indemnification  or
     contribution  may be sought hereunder and (ii) 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   Person.   The  advancement,   reimbursement,
     indemnification and contribution obligations of the Company required hereby
     shall be made by periodic  payments of the amount thereof during the course
     of the investigation or defense, as every Liability and Expense is incurred
     and is due and payable, and in such amounts as fully satisfy each and every
     Liability and Expense as it is incurred (and in no event later than 30 days
     following the date of any invoice therefore).

     C.  Indemnification of the Company. The Placement Agent agrees to indemnify
     and hold harmless the Company,  its directors,  its officers who signed the
     Registration  Statement  and persons  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  Liabilities,  but only  with  respect  to untrue
     statements or omissions,  or alleged untrue statements or omissions made in
     the  Registration  Statement,  any  Preliminary  Prospectus,   the  Pricing
     Disclosure Package or Prospectus or any amendment or supplement thereto, in
     reliance  upon,  and in  strict  conformity  with,  the  Placement  Agent's
     Information. In case any action shall be brought against the Company or any
     other  person  so  indemnified  based on any  Preliminary  Prospectus,  the
     Registration Statement, the Pricing Disclosure Package or Prospectus or any
     amendment or supplement  thereto,  and in respect of which indemnity may be
     sought  against the Placement  Agent,  the  Placement  Agent 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 the
     Placement  Agent by the  provisions  of Section  9.B.  The  Company  agrees
     promptly  to  notify  the  Placement  Agent  of  the  commencement  of  any
     litigation  or  proceedings  against  the  Company or any of its  officers,
     directors  or any person,  if any,  who  controls  the  Company  within the
     meaning of Section 15 of the  Securities  Act or Section 20 of the Exchange
     Act, in  connection  with the  issuance  and sale of the  Securities  or in
     connection with the Registration Statement, the Pricing Disclosure Package,
     the Prospectus or any Issuer Free Writing Prospectus.

     D. Contribution.  In the event that a court of competent jurisdiction makes
     a finding that  indemnity is  unavailable  to an  Indemnified  Person,  the
     Company shall contribute to the Liabilities and Expenses paid or payable by
     such Indemnified Person in such proportion as is appropriate to reflect (i)
     the relative benefits to the Company, on the one hand, and to the Placement
     Agent and any other  Indemnified  Person, on the other hand, of the matters
     contemplated  by this Agreement or (ii) if the  allocation  provided by the
     immediately  preceding  clause is not permitted by applicable law, not only
     such relative  benefits but also the relative fault of the Company,  on the
     one hand, and the Placement Agent and any other Indemnified  Person, on the
     other hand, in connection with the matters as to which such  Liabilities or
     Expenses relate,  as well as any other relevant  equitable  considerations;
     provided that in no event shall the Company contribute less than the amount
     necessary to ensure that all Indemnified Persons, in the aggregate, are not
     liable  for any  Liabilities  and  Expenses  in  excess  of the  amount  of

                                       20
<PAGE>

     commissions  actually  received  by the  Placement  Agent  pursuant to this
     Agreement.  The relative  fault shall be  determined by reference to, among
     other things,  whether the untrue or alleged untrue statement of a material
     fact or the omission or alleged  omission to state a material  fact relates
     to  information  supplied by the  Company on the one hand or the  Placement
     Agent on the other and the parties' relative intent,  knowledge,  access to
     information  and  opportunity  to  correct  or prevent  such  statement  or
     omission.  The Company and the  Placement  Agent agree that it would not be
     just and equitable if  contributions  pursuant to this  subsection (d) were
     determined  by pro rata  allocation  or by any other  method of  allocation
     which does not take  account of the  equitable  considerations  referred to
     above in this subsection (d). For purposes of this paragraph,  the relative
     benefits to the Company, on the one hand, and to the Placement Agent on the
     other hand, of the matters  contemplated  by this Agreement shall be deemed
     to be in the same  proportion  as:  (a) the  total  value  received  by the
     Company in the Offering, whether or not such Offering is consummated, bears
     to (b) the  commissions  paid to the Placement  Agent under this Agreement.
     Notwithstanding the above, no person guilty of fraudulent misrepresentation
     within the meaning of Section 11(f) of the Securities Act shall be entitled
     to   contribution   from  a  party  who  was  not   guilty  of   fraudulent
     misrepresentation.

     E.  Limitation.  The Company also agrees that no  Indemnified  Person shall
     have any  liability  (whether  direct or  indirect,  in contract or tort or
     otherwise)  to the  Company  for or in  connection  with advice or services
     rendered  or to be  rendered  by any  Indemnified  Person  pursuant to this
     Agreement,  the  transactions   contemplated  thereby  or  any  Indemnified
     Person's actions or inactions in connection with any such advice,  services
     or   transactions,   except  to  the  extent  that  a  court  of  competent
     jurisdiction has made a finding that Liabilities (and related  Expenses) of
     the Company have resulted  exclusively from such Indemnified Person's gross
     negligence  or  willful  misconduct  in  connection  with any such  advice,
     actions, inactions or services.

     F. Survival.  The  advancement,  reimbursement,  indemnity and contribution
     obligations  set  forth in this  Section 9 shall  remain in full  force and
     effect  regardless  of  any  termination  of,  or  the  completion  of  any
     Indemnified Person's services under or in connection with, this Agreement.

10. Limitation of Dawson's Liability to the Company.

     Dawson and the Company  further  agree that  neither  Dawson nor any of its
affiliates or any of their respective officers,  directors,  controlling persons
(within  the  meaning of Section 15 of the  Securities  Act or Section 20 of the
Exchange Act),  employees or agents shall have any liability to the Company, its
security holders or creditors, or any person asserting claims on behalf of or in
the right of the Company  (whether direct or indirect,  in contract or tort, for
an act of negligence or otherwise) for any losses,  fees, damages,  liabilities,
costs, expenses or equitable relief arising out of or relating to this Agreement
or  the  Services  rendered  hereunder,   except  for  losses,   fees,  damages,
liabilities,  costs or expenses  that arise out of or are based on any action of
or failure to act by Dawson and that are finally  judicially  determined to have
resulted solely from the gross negligence or willful misconduct of Dawson.

11. Limitation of Engagement to the Company.

     The Company acknowledges that Dawson has been retained only by the Company,
that Dawson is providing  services  hereunder as an independent  contractor (and
not in any fiduciary or agency  capacity)  and that the Company's  engagement of
Dawson is not deemed to be on behalf of, and is not  intended  to confer  rights
upon, any shareholder, owner or partner of the Company or any other person not a
party hereto as against Dawson or any of its affiliates,  or any of its or their
respective  officers,  directors,  controlling  persons  (within  the meaning of
Section 15 of the Securities  Act or Section 20 of the Exchange Act),  employees
or agents.  Unless otherwise expressly agreed in writing by Dawson, no one other
than the Company is  authorized  to rely upon any statement or conduct of Dawson
in  connection  with  this  Agreement.   The  Company   acknowledges   that  any
recommendation  or advice,  written or oral,  given by Dawson to the  Company in
connection  with Dawson's  engagement is intended solely for the benefit and use
of the Company's  management and directors in  considering a possible  Offering,
and any such  recommendation or advice is not on behalf of, and shall not confer
any rights or remedies  upon, any other person or be used or relied upon for any
other  purpose.  Dawson  shall  not have the  authority  to make any  commitment
binding on the Company.  The  Company,  in its sole  discretion,  shall have the
right to reject any investor introduced to it by Dawson. The Company agrees that
it will perform and comply with the covenants and other obligations set forth in
the purchase agreement and related transaction documents between the Company and
the investors in the Offering,  if any, and that Dawson will be entitled to rely
on the  representations,  warranties,  agreements  and  covenants of the Company

                                       21
<PAGE>

contained in any such purchase agreement and related transaction documents as if
such representations, warranties, agreements and covenants were made directly to
Dawson by the Company.

12. Amendments and Waivers.

     No supplement,  modification  or waiver of this Agreement  shall be binding
unless  executed in writing by the party to be bound  thereby.  The failure of a
party to exercise any right or remedy shall not be deemed or constitute a waiver
of such right or remedy in the  future.  No waiver of any of the  provisions  of
this  Agreement  shall be  deemed  or shall  constitute  a waiver  of any  other
provision hereof  (regardless of whether similar),  nor shall any such waiver be
deemed or constitute a continuing waiver unless otherwise expressly provided.

13. Confidentiality.

     In the event of the  consummation  or public  announcement of any Offering,
Dawson  shall have the right to disclose  its  participation  in such  Offering,
including,  without  limitation,  the  placement  at  its  cost  of  "tombstone"
advertisements in financial and other newspapers and journals. Dawson agrees not
to use any confidential information concerning the Company provided to Dawson by
the Company for any purposes other than those contemplated under this Agreement.

14. Headings.

     The headings of the various  sections of this  Agreement have been inserted
for  convenience  of  reference  only and will not be  deemed to be part of this
Agreement.

15. Counterparts.

     This Agreement may be executed in one or more counterparts and, if executed
in more than one counterpart,  the executed counterparts shall each be deemed to
be an original and all such counterparts  shall together  constitute one and the
same instrument.

16. Severability.

     In case any  provision  contained  in this  Agreement  should  be  invalid,
illegal  or   unenforceable   in  any  respect,   the  validity,   legality  and
enforceability of the remaining  provisions contained herein will not in any way
be affected or impaired thereby.

17. Use of Information.

     The  Company  will  furnish  Dawson  such  written  information  as  Dawson
reasonably   requests  in  connection  with  the  performance  of  its  services
hereunder. The Company understands,  acknowledges and agrees that, in performing
its services hereunder,  Dawson will use and rely entirely upon such information
as well as  publicly  available  information  regarding  the  Company  and other
potential parties to an Offering and that Dawson does not assume  responsibility
for independent verification of the accuracy or completeness of any information,
whether publicly available or otherwise  furnished to it, concerning the Company
or  otherwise  relevant  to an  Offering,  including,  without  limitation,  any
financial  information,   forecasts  or  projections  considered  by  Dawson  in
connection with the provision of its services.

18. Absence of Fiduciary Relationship.

     The Company  acknowledges and agrees that: (a) the Placement Agent has been
retained  solely to act as Placement  Agent in  connection  with the sale of the
Securities and that no fiduciary,  advisory or agency  relationship  between the
Company  and the  Placement  Agent has been  created  in  respect  of any of the
transactions  contemplated  by  this  Agreement,  irrespective  of  whether  the
Placement Agent has advised or is advising the Company on other matters; (b) the
price  and  other  terms of the  Securities  set  forth in this  Agreement  were
established by the Company  following  discussions and arms-length  negotiations
with  the  Placement  Agent  and  the  Company  is  capable  of  evaluating  and
understanding and understands and accepts the terms, risks and conditions of the
transactions  contemplated by this  Agreement;  (c) it has been advised that the
Placement  Agent and its affiliates are engaged in a broad range of transactions
that may  involve  interests  that differ from those of the Company and that the
Placement Agent has no obligation to disclose such interest and  transactions to

                                       22
<PAGE>

the Company by virtue of any fiduciary, advisory or agency relationship; and (d)
it has been  advised  that the  Placement  Agent is  acting,  in  respect of the
transactions  contemplated  by this  Agreement,  solely  for the  benefit of the
Placement Agent, and not on behalf of the Company.

19. Survival Of Indemnities, Representations, Warranties, Etc.

     The  respective  indemnities,   covenants,   agreements,   representations,
warranties and other statements of the Company and Placement Agent, as set forth
in this  Agreement  or made by them  respectively,  pursuant to this  Agreement,
shall remain in full force and effect,  regardless of any investigation  made by
or on behalf of the Placement Agents, the Company,  the Purchasers or any person
controlling  any of them and  shall  survive  delivery  of and  payment  for the
Securities. Notwithstanding any termination of this Agreement, including without
limitation any  termination  pursuant to Section 5, the payment,  reimbursement,
indemnity,  contribution and advancement  agreements contained in Sections 2, 6,
9, 10, 12, and 13, respectively,  and the Company's covenants,  representations,
and warranties set forth in this Agreement  shall not terminate and shall remain
in full force and effect at all times. The indemnity and contribution provisions
contained in Section 9 and the covenants,  warranties and representations of the
Company contained in this Agreement shall remain operative and in full force and
effect   regardless  of  (i)  any  termination  of  this  Agreement,   (ii)  any
investigation  made by or on behalf  of any  Placement  Agent,  any  person  who
controls  any  Placement  Agent  within the meaning of either  Section 15 of the
Securities  Act or  Section  20 of the  Exchange  Act  or any  affiliate  of any
Placement Agent, or by or on behalf of the Company, its directors or officers or
any person who controls the Company  within the meaning of either  Section 15 of
the Securities Act or Section 20 of the Exchange Act, and (iii) the issuance and
delivery of the Securities. The Company and Placement Agent agree to notify each
other of the  commencement  of any  Proceeding  against either of them promptly,
and,  in the case of the  Company,  against  any of the  Company's  officers  or
directors in  connection  with the issuance  and sale of the  Securities,  or in
connection with the Registration Statement and the Prospectus.

20. Governing Law.

     This  Agreement  shall be governed by and construed in accordance  with the
laws of the  State of New York  applicable  to  agreements  made and to be fully
performed therein. Any disputes that arise under this Agreement,  even after the
termination of this Agreement, will be heard only in the state or federal courts
located in the City of New York, State of New York. The parties hereto expressly
agree to submit  themselves to the  jurisdiction of the foregoing  courts in the
City of New York,  State of New York.  The parties  hereto  expressly  waive any
rights  they may have to contest the  jurisdiction,  venue or  authority  of any
court sitting in the City and State of New York.

21. Notices.

     All communications  hereunder shall be in writing and shall be mailed, hand
delivered or faxed and confirmed to the parties hereto as follows:

If to the Company:

         Cel-Sci Corporation
         8229 Boone Boulevard, Suite 802
         Vienna, Virginia 22182
         Attention: Chief Executive Officer

If to the Placement Agent:

         Dawson James Securities, Inc.
         1 North Federal Highway - 5th Floor
         Boca Raton, FL 33432
         Attention: Chief Executive Officer


Any party hereto may change the address for receipt of  communications by giving
written notice to the others.

22. Miscellaneous.

     This Agreement shall not be modified or amended except in writing signed by
Dawson and the Company.  This  Agreement  shall be binding upon and inure to the
benefit of both Dawson and the Company and their respective assigns, successors,

                                       23
<PAGE>

and legal  representatives.  This Agreement  constitutes the entire agreement of
Dawson and the Company, and supersedes any prior agreements, with respect to the
subject  matter  hereof.  If any provision of this Agreement is determined to be
invalid or unenforceable in any respect, such determination will not affect such
provision in any other respect, and the remainder of this Agreement shall remain
in full  force and  effect.  This  Agreement  may be  executed  in  counterparts
(including  facsimile  or .pdf  counterparts),  each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.

23. Successors.

     This Agreement will inure to the benefit of and be binding upon the parties
hereto,  and to the  benefit  of  the  employees,  officers  and  directors  and
controlling  persons  referred to in Section 9 hereof,  and to their  respective
successors,  and personal representative,  and, except as set forth in Section 9
of this Agreement, no other person will have any right or obligation hereunder.

24. Partial Unenforceability.

     The invalidity or unenforceability  of any section,  paragraph or provision
of this Agreement shall not affect the validity or  enforceability  of any other
section,  paragraph or provision hereof. If any Section,  paragraph or provision
of this Agreement is for any reason  determined to be invalid or  unenforceable,
there  shall be deemed  to be made  such  minor  changes  (and  only such  minor
changes) as are necessary to make it valid and enforceable.

25. General Provisions.

     This  Agreement may not be amended or modified  unless in writing by all of
the parties hereto,  and no condition in this Agreement (express or implied) may
be waived  unless waived in writing by each party whom the condition is meant to
benefit.  The Company  acknowledges  that in connection with the Offering of the
Securities the Placement Agent: (i) has acted at arms-length, are not agents of,
and owe no fiduciary  duties to the Company or any other  person,  (ii) owes the
Company only those duties and  obligations set forth in this Agreement and (iii)
may have interests that differ from those of the Company.  The Company waives to
the full extent  permitted by applicable  law any claims it may have against the
Placement  Agent arising from an alleged  breach of fiduciary duty in connection
with the Offering.

                                       24
<PAGE>

     In acknowledgment that the foregoing correctly sets forth the understanding
reached by Dawson and the Company,  and  intending to be legally  bound,  please
sign in the space  provided  below,  whereupon  this letter  shall  constitute a
binding Agreement as of the date executed.

Very truly yours,


CEL-SCI CORP.



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

Agreed and accepted as of the date first above written.


DAWSON JAMES SECURITIES, INC.



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

                                       25
<PAGE>

                                   SCHEDULE I
Park West LLC


















                                       26
<PAGE>

                                   SCHEDULE II

                 Issuer General Use Free Writing Prospectuses

None.




















                                       27


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>form8kitem101ex5may-15.txt
<DESCRIPTION>EXHIBIT 5 LEGAL OPINION
<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

                                  May 22, 2015


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 20,253,164 shares of common stock;

     o    warrants to purchase up to 20,253,164 shares of common stock;

     o    up to 20,253,164  shares of common stock issuable upon the exercise of
          the warrants;


all as  referred  to in  the  Registration  Statement  on  Form  S-3  (File  No.
333-196243)(the "Registration Statement") filed with the Securities and Exchange
Commission,  declared  effective by the Securities and Exchange  Commission (the
"Commission")   on  July  8,  2014,   the  prospectus   included   therein  (the
"Prospectus") and the prospectus supplement, dated May 22, 2015 (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 Placement Agent Agreement
dated May 22, 2015 between the Company and Dawson James Securities, Inc.

     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,  have been  legally  issued  and these  shares
          represent  fully paid and  non-assessable  shares of CEL-SCI's  common
          stock;

                                       1
<PAGE>

     o    the warrants,  when sold in the manner  described in the  Registration
          Statement,  the Prospectus and the  Prospectus  Supplement,  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,
          when sold in the manner described in the Registration  Statement,  the
          Prospectus and the Prospectus  Supplement,  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>form8kitem101ex10cccmay-15.txt
<DESCRIPTION>EXHIBIT 10(CCC) WARRANT AGENT AGREEMENT
<TEXT>




                                 EXHIBIT 10(ccc)




<PAGE>

                             WARRANT AGENT AGREEMENT

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

     WHEREAS, the Company has sold to public investors warrants ("the Warrants")
to purchase up to 20,253,164  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 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,"  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. Each Warrant will entitle the registered holder of a Warrant
          to  purchase  from the  Company  one  share of  Common  Stock  (each a
          "Share," collectively,  the "Shares") at $0.79 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. In the event of any conflict or
          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 May 28,
          2020 (the "Expiration Date").

     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
          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

                                       1
<PAGE>

          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.

     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  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  satisfactory to the
               Company  and the Warrant  Agent and duly  executed by the Warrant
               Holder or a duly authorized attorney.  Upon any such registration
               of  transfer,  a new Warrant  Certificate  shall be issued in the
               name  of  and to  the  transferee  and  the  surrendered  Warrant
               Certificate shall be cancelled.

          (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.

     6.   Exercise of Warrants.

          (a)  Subject  to  the  terms  of  the  Warrants,  any  Warrant  may be
               exercised upon anytime during the exercise  period.  The Warrants
               shall be exercised by the Warrant Holder by  surrendering  to the
               Warrant Agent the Warrant  Certificate  with the exercise form on
               the  reverse  of such  Warrant  Certificate  duly  completed  and
               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

                                       2
<PAGE>

               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  duly  executed  together  with  payment  in  full of the
               Exercise  Price for the Shares for which  Warrants are then being
               exercised,  the Warrant Agent shall requisition from any 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 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 until the Expiration Date.

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

          (e)  Upon  the  exercise  of any  Warrant,  the  Warrant  Agent  shall
               promptly  deposit the payment into an escrow account  established
               by mutual  agreement  of the Company  and the Warrant  Agent at a
               federally  insured  commercial  bank. All funds  deposited in the
               escrow account will be disbursed on a weekly basis to the Company
               once  they  have  been  determined  by the  Warrant  Agent  to be
               collected  funds.  Once the funds are determined to be collected,
               the  Warrant   Agent   shall   cause  the  share   certificate(s)
               representing the exercised Warrants to be issued.

          (f)  Expenses  incurred  by the  Warrant  Agent  will  be  paid by the
               Company. These expenses, including delivery of Share certificates
               to the  stockholder,  will be deducted  from the  Exercise  Price
               submitted by a Warrant Holder 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

                                       3
<PAGE>

               and the net amount of exercised  funds  remitted will be given to
               the Company with the payment of each exercise amount.

          (g)  The Company shall  calculate and transmit to the Warrant Agent in
               a written  notice,  and the  Warrant  Agent  shall  have no duty,
               responsibility  or  obligation  to calculate the number of Common
               Shares  issuable in connection  with any cashless  exercise.  The
               Warrant Agent shall be entitled to rely  conclusively on any such
               written  notice  provided by the Company,  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  or
               pursuant to this Agreement.

     7.   Bank  Accounts.  The  Company  acknowledges  that  the  bank  accounts
          maintained  by the  Warrant  Agent in  connection  with  the  services
          provided under this Agreement will be in its name and that the Warrant
          Agent  may  receive   investment   earnings  in  connection  with  the
          investment  at the Warrant  Agent'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 pay all taxes  attributable  to the initial
          issuance of Shares upon  exercise of Warrants.  The Company shall not,
          however, be required to pay any tax which may be payable in respect to
          any transfer  involved in any issue of Warrant  Certificates or in the
          issue of any certificates of Shares in the name other than that of the
          Warrant Holder upon the exercise of any Warrants.

     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  notice  to  Warrant  Agent  that such  certificates  have been
          acquired by a bona fide  purchaser.  Warrant Agent may, at its option,
          issue   replacement   Warrants   for   mutilated   certificates   upon
          presentation thereof without such indemnity.

     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

                                       4
<PAGE>

          the  Company's   Registration  Statement  on  Form  S-3  (Registration
          333-196243)  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.

     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 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

                                       5
<PAGE>

               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.

     13.  Notice to Warrant Holders. Upon any adjustment as described in Section
          12, the Company  shall (i) cause to be filed with the Warrant  Agent a
          certificate  signed by a Company  officer setting forth the details of
          such  adjustment,  the method of calculation  and the facts upon which
          such  calculation  is based,  which  certificate  shall be  conclusive
          evidence of the  correctness  of the matters set forth  therein,  (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
          shall not invalidate any corporate action taken by the Company.

     14.  No Fractional Warrants or Shares. The Company 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 in lieu of issuing any such  fractional
          interest,  shall round up or down to the nearest  full Share  issuable
          upon exercise of the Warrant.  If the total  Warrants  surrendered  by
          exercise  would  result in the  issuance of a  fractional  share,  the
          Company  shall not be required to issue a fractional  share but rather
          the aggregate  number of shares issuable will be rounded up or down to
          the nearest full share.

     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
          the agent of the Company and the Warrant  Agent  hereby  accepts  such
          appointment  upon the following  terms and  conditions by all of which
          the Company and every  Warrant  Holder,  by  acceptance of his Warrant
          Certificates, shall be bound:

                                       6
<PAGE>

          (a)  Statements  contained  in  this  Agreement  and  in  the  Warrant
               Certificate  shall be taken as  statements  of the  Company.  The
               Warrant Agent assumes no  responsibility  for the  correctness of
               any of the same except such as describes the Warrant Agent or for
               action taken or to be taken by the Warrant Agent.

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

          (c)  The  Warrant   Agent  may  consult  at  any  time  with   counsel
               satisfactory  to it (who may be counsel for the  Company) and the
               Warrant Agent shall incur no liability or  responsibility  to the
               Company or to any Warrant  Holder in respect of any action taken,
               suffered  or  omitted  by it  hereunder  in  good  faith  and  in
               accordance  with  the  opinion  or the  advice  of such  counsel,
               provided the Warrant Agent shall have exercised  reasonable  care
               in the selection and continued employment of such counsel.

          (d)  The Warrant Agent shall incur no liability or  responsibility  to
               the  Company or to any  Warrant  Holder  for any action  taken in
               reliance upon 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.

          (e)  The  Company  agrees  to  pay  to the  Warrant  Agent  reasonable
               compensation  for all services  rendered by the Warrant  Agent in
               the execution of this  Agreement,  to reimburse the Warrant Agent
               for all expenses,  taxes and  governmental  charges and all other
               charges of any kind or nature  incurred by the  Warrant  Agent in
               the  execution of this  Agreement  and to  indemnify  the Warrant
               Agent  and  save it  harmless  against  any and all  liabilities,
               including  judgments,  costs and counsel fees, for this Agreement
               except as a result of the Warrant Agent's gross negligence or bad
               faith or willful misconduct.

          (f)  The Warrant  Agent shall be under no  obligation to institute any
               action,  suit or legal  proceeding  or to take any  other  action
               likely to  involve  expense  unless  the  Company  or one or more
               Warrant  Holders shall furnish the Warrant Agent with  reasonable
               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

                                       7
<PAGE>

               recovery  of  judgment  shall be for the  ratable  benefit of the
               Warrant  Holders  as their  respective  rights  or  interest  may
               appear.

          (g)  The  Warrant  Agent and any  stockholder,  director,  officer  or
               employee of the Warrant Agent may buy, sell or deal in any of the
               Warrants or other securities of the Company or become pecuniarily
               interested  in  any  transaction  in  which  the  Company  may be
               interested,  or  contract  with or lend  money to the  Company 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 legal entity.

     17.  Successor  Warrant Agent. Any corporation into which the Warrant Agent
          may be merged or  converted or with which it may be  consolidated,  or
          any corporation resulting from any merger, conversion or consolidation
          to which  the  Warrant  Agent  shall be a  party,  or any  corporation
          succeeding to the corporate trust 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.  After appointment 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 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.

                                       8
<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
          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, LLC
                        1624 Washington Street
                        Denver, CO 80203
                        Attn: William T. Hart
                        Fax: (303) 839-5414

                     To the Warrant Agent:

                        Computershare, Inc.
                          350 Indiana Street, Suite 750
                        Golden CO 80401
                        Attn:  Patrick Hayes
                        Fax:  (303) 262-0610

                                       9
<PAGE>

          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.  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.

     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
          such suspension. The provisions of Sections 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,
          and  obligations  of the Warrant Agent under this  Agreement  shall be
          governed by and construed in accordance  with the laws of the state of
          Delaware.

     25.  Benefits  of this  Agreement.  Nothing  in  this  Agreement  shall  be
          construed  to give any person or  corporation  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   and  the  signatures   delivered  by  facsimile  or
          electronic means (e.g.,  PDF), 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

                                       10
<PAGE>

          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  and to hold
                    the  Warrant  Agent  harmless  against  any costs,  expenses
                    (including reasonable fees of its legal counsel),  losses 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 claims or liability  resulting
                    from its actions as Warrant Agent pursuant hereto; provided,
                    that such covenant and agreement does not extend to, and the
                    Warrant Agent shall not be indemnified with respect to, such
                    costs, expenses,  losses and damages incurred or suffered by
                    the  Warrant  Agent as a result of, or  arising  out of, its
                    negligence, bad faith, or willful misconduct.

               (b)  From time to time,  Company may provide  Warrant  Agent with
                    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 or
                    Company  with  respect to any matter  arising 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, 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).

                                       11
<PAGE>

     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.

     31.  Consequential Damages. Neither party to this Agreement shall be liable
          to the  other  party  for  any  consequential,  indirect,  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, acknowledge and deliver
          or cause to be performed,  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.

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

Date:  May __, 2015.


CEL-SCI CORPORATION


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



COMPUTERSHARE LIMITED, LTD.


By:
    --------------------------------------------
Name: ___________
Title: ___________

                                       12
<PAGE>




                                    EXHIBIT A




<PAGE>

                                                                       EXHIBIT A
                               CEL-SCI CORPORATION
                                SERIES V WARRANTS
                                      TERMS

                                           Initial Exercise Date: May 28, 2015

THIS SERIES V COMMON STOCK PURCHASE WARRANT (the "Warrant")  certifies that, for
value received,  _____________  or its assigns (the "Holder") is entitled,  upon
the  terms  and  subject  to the  limitations  on  exercise  and the  conditions
hereinafter  set forth,  at any time on or after the date hereof  (the  "Initial
Exercise Date") and on or prior to May 28, 2020 (the "Termination Date") but not
thereafter,  to subscribe for and purchase from CEL-SCI Corporation,  a Colorado
corporation  (the  "Company"),  up to ______  shares (as  subject to  adjustment
hereunder,  the "Warrant  Shares") of Common  Stock.  The purchase  price of one
share of Common Stock under this Warrant  shall be equal to the Exercise  Price,
as defined in Section 2(b).

     Section 1. Definitions.  In addition to the terms defined elsewhere in this
Warrant, the following terms have the meanings indicated in this Section 1:

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

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

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

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

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

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

                                       1
<PAGE>

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

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

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

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

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

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

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

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

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

          "VWAP" means,  for any date, the price  determined by the first of the
     following  clauses that applies:  (a) if the Common Stock is then listed or
     quoted on a Trading Market,  the daily volume weighted average price of the
     Common Stock for such date (or the nearest  preceding  date) on the Trading
     Market on which the Common  Stock is then  listed or quoted as  reported by
     Bloomberg L.P.  (based on a Trading Day from 9:30 a.m. (New York City time)
     to 4:02 p.m. (New York City time)),  (b) if the OTC Bulletin Board is not a
     Trading Market,  the volume weighted  average price of the Common Stock for
     such date (or the nearest preceding date) on the OTC Bulletin Board, (c) if
     the  Common  Stock is not then  listed or  quoted  for  trading  on the OTC

                                       2
<PAGE>

     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
     Termination Date by delivery to the Company (or such other office or agency
     of the Company as it may  designate by notice in writing to the  registered
     Holder at the address of the Holder  appearing on the books of the Company)
     of a duly  executed  facsimile  copy of the Notice of  Exercise in the form
     annexed  hereto.  Within  three  (3)  Trading  Days  following  the date of
     exercise as  aforesaid,  the Holder shall  deliver the  aggregate  Exercise
     Price for the shares specified in the applicable Notice of Exercise by wire
     transfer  or  cashier's  check  drawn on a United  States  bank  unless the
     cashless exercise procedure specified in Section 2(c) below is specified in
     the applicable Notice of Exercise. No ink-original Notice of Exercise shall
     be required,  nor shall any medallion guarantee (or other type of guarantee
     or   notarization)   of  any   Notice  of   Exercise   form  be   required.
     Notwithstanding  anything  herein to the contrary,  the Holder shall not be
     required to  physically  surrender  this  Warrant to the Company  until the
     Holder has purchased all of the Warrant Shares available  hereunder and the
     Warrant  has been  exercised  in full,  in which  case,  the  Holder  shall
     surrender  this  Warrant to the Company for  cancellation  within three (3)
     Trading  Days of the date the final  Notice of Exercise is delivered to the
     Company.  Partial  exercises  of this  Warrant  resulting in purchases of a
     portion of the total number of Warrant  Shares  available  hereunder  shall
     have the  effect of  lowering  the  outstanding  number of  Warrant  Shares
     purchasable  hereunder  in an  amount  equal to the  applicable  number  of
     Warrant Shares purchased. The Holder and the Company shall maintain records
     showing  the  number  of  Warrant  Shares  purchased  and the  date of such
     purchases.  The  Company  shall  deliver  any  objection  to any  Notice of
     Exercise within one (1) Business Day of receipt of such notice.  The Holder
     and any assignee,  by acceptance  of this  Warrant,  acknowledge  and agree
     that, by reason of the provisions of this paragraph, following the purchase
     of a portion of the Warrant Shares hereunder,  the number of Warrant Shares
     available  for  purchase  hereunder  at any given time may be less than the
     amount stated on the face hereof.

          b) Exercise  Price.  The exercise  price per share of the Common Stock
     under this Warrant  shall be $0.79,  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

                                       3
<PAGE>

     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), where:

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

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

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

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

          d) Mechanics of Exercise.

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

                                       4
<PAGE>

          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 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

                                       5
<PAGE>

          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 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

                                       6
<PAGE>

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

                                       7
<PAGE>

     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
     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).

                                       8
<PAGE>

          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,
     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

                                       9
<PAGE>

     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.  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

                                       10
<PAGE>

     number of shares of Common Stock (excluding treasury shares, if any) issued
     and outstanding.

          g) Notice to Holder.

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

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

                                       11
<PAGE>

          shall  remain  entitled to  exercise  this  Warrant  during the period
          commencing  on the date of such  notice to the  effective  date of the
          event  triggering such notice except as may otherwise be expressly set
          forth herein.

     Section 4. Transfer of Warrant.

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

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

                                       12
<PAGE>

     stockholder  of the Company  prior to the  exercise  hereof as set forth in
     Section 2(d)(i), except as expressly set forth in Section 3.

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

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

     d) Authorized Shares.

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

                                       13
<PAGE>

     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  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 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.

                                       14
<PAGE>

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

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

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

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

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

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

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

                                       15
<PAGE>

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

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

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







                                       16
<PAGE>

                               NOTICE OF EXERCISE

TO:   CEL-SCI CORPORATION

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

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

                  [ ] in lawful money of the United States; or

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

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

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

The Warrant Shares shall be delivered to the following DWAC Account Number:

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

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

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


[SIGNATURE OF HOLDER]

Name of Investing Entity: ____________________________________________________
Signature of Authorized Signatory of Investing Entity:

Name of Authorized Signatory: ________________________________________________
Title of Authorized Signatory: _________________________________________________
Date: _____________________________________________________________________




                                       17
<PAGE>
                                                                      EXHIBIT B



                                 ASSIGNMENT FORM


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

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

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

Address:
                                         ----------------------------------
                                         (Please Print)
Dated: _______________ __, ______
Holder's Signature:
Holder's Address:




                                       18
<PAGE>


<TABLE>

<CAPTION>
      <S>                                                                                                    <C>

     ___________ Warrants

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

                                                          CEL-SCI
                                                   Empowering Immune Defense

                                                      SERIES V WARRANTS

                                                       CEL-SCI CORPORATION
                                        INCORPORATED UNDER THE LAWS OF THE STATE OF COLORADO

     THIS CERTIFIES THAT                                                                         CUSIP 150837 193
                                                                                                       ----------------------
                                                                                                 SEE REVERSE FOR CERTAIN DETAILS



     or registered  assigns, is the registered holders of the number of Series V Warrants  ("Warrants")  set forth above.
     Each Warrant entitles the holders 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. ("Computershare") and Computerhare Trust Company N.A. (together
     with Computershare, collectively, the "Warrant Agent") dated _____________, 2015 ("the  Warrant  Agreement"), at any time
     on before 5:00 P.M.,  Mountain time, on May 28, 2020 ("Expiration  Date") fully paid and  non-assessable share(s) of the
     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 corporate offices of the Company, and upon
     payment of the Exercise Price (as defined in the Warrant Agreement), or if permitted, by means of cashless exercise, 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. Each Warrant initially  entitles the holder to purchase one share of Common
     Stock for $0.79.  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.


  Maximillian de Clara                                                                                    Dated May 28, 2015
  ----------------------
  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

</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>form8kitem101ex991may-15.txt
<DESCRIPTION>EXHIBIT 99.1 PRESS RELEASE
<TEXT>




                                  EXHIBIT 99.1




<PAGE>

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


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

Vienna, VA, May 21, 2015 - CEL-SCI Corporation (NYSE MKT: CVM) ("CEL SCI" or the
"Company") today announced that it has commenced an offering of common stock and
warrants.  The  offering  is subject to market  conditions,  and there can be no
assurance as to whether or when the offering may be completed.

Dawson  James  Securities,  Inc. is acting as the sole  placement  agent for the
proposed offering on a best efforts basis.

The offering will be made by CEL-SCI pursuant to a shelf registration  statement
on Form S-3 declared effective by the Securities and Exchange Commission ("SEC")
on July 8, 2014. A preliminary prospectus supplement and accompanying prospectus
related to the  offering  have been filed with the SEC and are  available on the
SEC's website located at http://www.sec.gov.  Copies of the complete preliminary
prospectus related to the offering may be obtained from Dawson James Securities,
Inc., Attention: Prospectus Department, 1 North Federal Highway, 5th Floor, Boca
Raton, FL 33432, mmaclaren@dawsonjames.com or toll free at 866.928.0928.

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

The  Company  further  announced  that the  proposed  offering  described  above
supersedes the proposed  public  offering  announced on May 6, 2015 in which FBR
Capital Markets & Co. was acting as the sole underwriter.  FBR Capital Markets &
Co. will not participate in the offering described above.

Forward-Looking Statement

This press release  contains  forward-looking  statements  within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities  Exchange Act of 1934, as amended.  When used in this press  release,
the words  "intends,"  "believes,"  "anticipated,"  "plans"  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  offering.  Such  statements  are  subject  to risks and
uncertainties  which could cause actual results to differ  materially from those
projected.  CEL-SCI  undertakes no obligation to publicly  release the result of
any revision to these forward-looking statements that may be made to reflect the
events or  circumstances  after the date hereof or to reflect the  occurrence of
unanticipated events.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>6
<FILENAME>form8kitem101ex992may-15.txt
<DESCRIPTION>EXHIBIT 99.2 PRESS RELEASE
<TEXT>




                                  EXHIBIT 99.2




<PAGE>


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


                CEL-SCI PRICES UP TO $16 MILLION PUBLIC OFFERING
                          OF COMMON STOCK AND WARRANTS


Vienna, VA, May 22, 2015 - CEL-SCI Corporation (NYSE MKT: CVM) ("CEL SCI" or the
"Company")  today announced that it has priced a best efforts offering of common
stock and  warrants  at a  combined  price of $0.79 per unit of  securities  for
aggregate  gross  proceeds of up to $16 million,  prior to  deducting  placement
agent  commissions  and offering  expenses.  Each unit  consists of one share of
common stock and one warrant to purchase one share of common  stock.  The common
stock and warrants  will  separate  immediately.  The  warrants are  immediately
exercisable, expire in five-years and have an exercise price of $0.79 per share.
This  offering  is expected  to close on or about May 28,  2015,  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, an ongoing Phase I study in HIV/HPV  co-infected  patients other
research and  development,  repayment of a $1.1 million note, held in a trust of
which the Company's  chief  executive  officer is the trustee and a beneficiary,
due  in  July  2015  and  general  and  administrative  expenses.  Dawson  James
Securities, Inc. is acting as the sole placement agent for the proposed offering
on a best efforts basis.

A shelf registration  statement on Form S-3 declared effective by the Securities
and  Exchange  Commission  ("SEC") on July 8,  2014,  a  preliminary  prospectus
supplement and accompanying  prospectus  related to the offering have been filed
with   the  SEC  and  are   available   on  the   SEC's   website   located   at
http://www.sec.gov.  The  offering  may be made only by means of the  prospectus
supplement  and  accompanying  prospectus,  copies of which may be obtained from
Dawson James Securities, Inc., Attention: Prospectus Department, 1 North Federal
Highway, 5th Floor, Boca Raton, FL 33432, mmaclaren@dawsonjames.com or toll free
at 866.928.0928.

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

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<PAGE>

Forward-Looking Statement

This press release  contains  forward-looking  statements  within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities  Exchange Act of 1934, as amended.  When used in this press  release,
the words  "intends,"  "believes,"  "anticipated,"  "plans"  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  offering.  Such  statements  are  subject  to risks and
uncertainties  which could cause actual results to differ  materially from those
projected.  CEL-SCI  undertakes no obligation to publicly  release the result of
any revision to these forward-looking statements that may be made to reflect the
events or  circumstances  after the date hereof or to reflect the  occurrence of
unanticipated events.
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