<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>form8kitem101ex10ddd10-15.txt
<DESCRIPTION>EX 10(DDD) - ASSIGN OF PROCEEDS & INVEST AGREE
<TEXT>




                                 EXHIBIT 10(ddd)




<PAGE>

                 ASSIGNMENT OF PROCEEDS AND INVESTMENT AGREEMENT

                                     between

                               CEL-SCI CORPORATION

                                       AND

                           LAKE WHILLANS VEHICLE I LLC

                                OCTOBER 12, 2015

               [THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION]






<PAGE>


                 Assignment of Proceeds and Investment Agreement

This Assignment of Proceeds and Investment  Agreement (this "Agreement") is made
and entered into as of October 12, 2015, by and between:

     o    CEL-SCI Corporation, a Colorado corporation, with its principal office
          located at 8229 Boone Boulevard, Suite 802, Vienna, Virginia 22182, as
          assignor  (such  person,  together  with its  permitted  successors or
          assigns, being referred to herein as "Assignor"); and

     o    Lake Whillans  Vehicle I LLC, a Delaware  limited  liability  company,
          with its principal office located at 1350 Avenue of the Americas,  2nd
          Floor, New York, New York 10019, as assignee ("Assignee").

Assignor and Assignee are sometimes  referred to herein  singularly as a "Party"
and collectively as the "Parties".

                                   WITNESSETH:

WHEREAS, Assignor has initiated an arbitration against inVentiv Health Clinical,
LLC  and  certain  of  its   affiliates,   including   inVentiv   Health,   Inc.
(collectively,  the  "Defendants")  with the American  Arbitration  Association,
ARBITRATION  NO. 50 122 t 01038 13,  alleging  breach  of  contract,  fraudulent
inducement,  and fraud in connection  with work performed by  PharmaNet/inVentiv
for  Assignor  in  connection  with its  Phase  III  trial  for  Multikine  (the
"Litigation/Arbitration");

WHEREAS,  Assignee is prepared to make payments of up to $5,000,000 available to
Assignor in order to pay fees and expenses  associated  with the Claims (defined
below),  and in  consideration  of Assignee  making such Funds  (defined  below)
available to Assignor,  Assignor  will transfer and assign to Assignee a portion
of the  Proceeds  (defined  below) of the  Litigation/Arbitration,  namely,  the
Assigned  Return (defined  below),  pursuant to the terms and conditions of this
Agreement; and

WHEREAS,  to secure Assignor's promises under and performance of this Agreement,
Assignor will grant Assignee a  first-in-priority  lien over the Collateral,  as
more particularly described herein.

NOW, THEREFORE,  in consideration of the mutual promises and covenants set forth
herein, and for other good and valuable  consideration  which is acknowledged to
be for the benefit of Assignor,  the receipt and legal  sufficiency  of which is
hereby acknowledged, the Parties agree as follows:

1.0   Definitions.

1.1 The  following  definitions  shall apply to  capitalized  terms used in this
Agreement:

     "Adverse  Party"  refers to the  Defendants  as well as (i) any other party

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<PAGE>

subsequently  named as a defendant in any Proceedings  (including any litigation
or arbitration or any collection  actions arising  therefrom or connected to the
Claims)  or  (ii)  against  whom  or  which  Claims  are or may be  asserted  or
threatened  (even if such  Person is not named or  served),  or who or which may
ultimately be liable in whole or in part, in connection with the Claims, through
indemnification or otherwise.

     "Agreement"  refers to this Agreement,  the Schedules and Exhibits  hereto,
and all documents referred to herein as constituting part of this Agreement.

     "Assigned  Return"  means  the  following,  which  has  been  assigned  and
transferred to Assignee by this Agreement:

     (i)  the  repayment  of  capital  actually   disbursed  by  Assignee  as  a
          Disbursement  under  this  Agreement  (or  that  Assignee  is  legally
          obligated  to pay at the time of receipt of Proceeds  as  contemplated
          hereby and that Assignee does actually pay thereafter); plus

     (ii) $5,000,000; plus

     (iii) fifteen percent (15%) of the Net Proceeds;

provided, however, that in the event that Assignor has fully resolved the Claims
via settlement  with the Defendants on or prior to November 26, 2015,  "Assigned
Return" shall mean:

     (iv) the  repayment  of  capital  actually   disbursed  by  Assignee  as  a
          Disbursement  under  this  Agreement  (or  that  Assignee  is  legally
          obligated  to pay at the time of receipt of Proceeds  as  contemplated
          hereby and that Assignee does actually pay thereafter); plus

     (v)  the  greater  of  (x)  ten  percent  (10%)  of  the  Proceeds  or  (y)
          $2,500,000.

     "Assignee" has the meaning set forth in the Preamble.

     "Assignor" has the meaning set forth in the Preamble.

     "Assignor Counsel" means Wilk Auslander LLP, counsel to Assignor.

     "Business  Day"  means a day  banks in New York  City are open for  regular
business.

     "Change of Control" shall mean the following: (a) a merger or consolidation
of Assignor into or with another entity as a result of which the stockholders of
Assignor  immediately  prior to such transaction own less than 50% of the voting
securities of Assignor or the surviving entity in such transaction; (b) the sale
or  transfer of all or  substantially  all of the assets of  Assignor;  or (c) a
transaction or series of related transactions pursuant to which the stockholders
of Assignor  immediately prior to such  transaction(s)  own less than 50% of the
voting securities of Assignor.

                                       3
<PAGE>

     "Claims"  means any and all  claims,  causes of action,  rights,  choses in
action,  and  entitlements,  known or  unknown,  existing or later  arising,  in
connection with the  Litigation/Arbitration  or otherwise,  in favor of Assignor
and/or its affiliates against any Adverse Party.

     "Closing" has the meaning ascribed in Section 12.1.

     "Closing Date" is the date of the Closing.

     "Collateral" shall have the meaning set forth in the Security Agreement.

     "Commitment"  means  Assignee's   financial  commitment  pursuant  to  this
Agreement to fund up to total disbursements of US$5,000,000 (Five Million United
States dollars) pursuant to Section 2.1 hereof.

     "Common  Interest  Agreement"  means the Common Interest  Agreement of even
date herewith among Assignor and Assignee.

     "Default" has the meaning ascribed in Section 9 hereof.

     "Defendants" has the meaning set forth in the Recitals.

     "Disbursements" means the amounts disbursed from time to time in connection
with the Maintenance Payment Obligation pursuant to Section 2.1 hereof.

     "Distribution  Schedule"  refers to the order of  distribution  of Proceeds
described in Schedule 1, attached hereto and made a part hereof.

     "Engagement  Letter"  means the  Engagement  Letter  dated  October 8, 2015
between  Assignor and Wilk Auslander LLP, a copy of which is attached  hereto as
Exhibit 1.

     "Escrow  Agent"  means  Bank  of  Oklahoma,  N.A.,  or  another  U.S.-based
money-center financial institution reasonably acceptable to the Parties.

     "Escrow  Agreement"  means the escrow  agreement  to be entered  into among
Assignor,  Assignee, and the Escrow Agent, pursuant to which the Escrow Agent is
empowered and directed to receive,  hold and  distribute  Proceeds in accordance
with the terms and conditions of this Agreement.

     "Financial  Statements"  means (i) the audited balance sheet of Assignor as
of  September  30, 2014 and 2013 and the related  statements  of income and cash
flows for the twelve months then ended,  together with the appropriate  notes to
such financial statements and (ii) the unaudited balance sheet of Assignor as of
June 30, 2015 and the related  statements  of income and cash flows for the nine
months then ended.

     "Funds"  means the funds made  available  by  Assignee  for the  benefit of

                                       4
<PAGE>

Assignor pursuant to Section 2.1 hereof.

     "Lawyers"   refers  to  Assignor  Counsel  and  such  other  additional  or
replacement attorneys,  law firms or lawyers as may be employed,  consulted,  or
engaged by Assignor (after  consultation with and written approval from Assignee
in its sole and absolute  discretion) in connection  with any phase or aspect of
the Claims  and/or any  pursuit of  Proceeds.  Notwithstanding  anything  to the
contrary contained in the foregoing "Lawyers" shall not include experts retained
by Assignor or Assignor Counsel who are attorneys.

     "Lawyers'  Fees"  means  the  documented  professional  fees of  Assignor's
Lawyers  incurred in  furtherance  of the  Proceedings  (including any such fees
incurred  prior to the date  hereof),  subject to the capped budget set forth in
the Engagement Letter.

     "Litigation/Arbitration" has the meaning set forth in the Recitals.

     "Litigation  Costs" means all  out-of-pocket  costs directly related to and
incurred in  furtherance  of the  Proceedings  that are  incurred by Assignor or
Assignor  Counsel  (subject  to the capped  budget  set forth in the  Engagement
Letter) and (i) paid or due to third parties  (other than Assignor or Assignee),
and (ii) properly  documented by receipts and invoices paid by Assignor  Counsel
or submitted to Assignor or Assignor Counsel in connection with the costs of any
litigation or  arbitration in connection  with the Claims (as more  particularly
provided  in  the  Engagement  Letter).  Litigation  Costs  shall  include  only
reasonable  out-of-pocket  costs and expenses  incurred by Assignor and Assignor
Counsel  and/or  third  parties in  connection  with  prosecuting,  enforcing or
defending the Claims,  such as (A) the reasonable fees and costs of consultants,
experts, other experts or technical advisors,  and fact witnesses,  or such fees
and costs paid  directly by Assignor  Counsel on behalf of any third party;  (B)
reasonable  travel  and  lodging  expenses  of  third  parties  involved  in the
Litigation/Arbitration,  such as witnesses and experts,  for purposes of holding
case meetings, the preparation of witness statements and expert reports, and the
like; (C) reasonable duplicating,  secretarial,  stenographer, postage, courier,
legal research,  and similar  expenses;  (D) all reasonable fees and costs other
than as provided in the  foregoing  clauses (A) through (C) that are incurred in
relation to any  Proceeding  brought by  Assignor or in order to collect  and/or
enforce an award rendered in any  litigation or  arbitration in connection  with
the Claims. Litigation Costs shall not include any internal costs or expenses of
Assignor other than  reasonably  documented  travel costs of Assignor  personnel
incurred in connection with attendance at hearings,  depositions,  or mediations
in connection with the Claims.

     "Net Proceeds" means the Proceeds minus the sum of (i) the aggregate amount
of capital actually disbursed by Assignee as a Disbursement under this Agreement
(or that Assignee is legally obligated to pay at the time of receipt of Proceeds
as contemplated hereby and that Assignee does actually pay thereafter), and (ii)
$5,000,000.  The  calculation of Net Proceeds is subject to the last sentence of
the definition of "Proceeds".

     "Person" means any natural  person,  corporation,  partnership (of whatever
form),  trust,  limited  liability  company,  trust,  association,  governmental
authority  or unit,  or any  other  entity,  whether  acting  in an  individual,
fiduciary or other capacity.

                                       5
<PAGE>

     "Proceedings" means (i) the  Litigation/Arbitration  (and other proceedings
relating thereto,  including dispute resolution  proceedings),  (ii) any and all
related  pre-  and  post-trial/arbitral   proceedings  or  processes  in  or  in
connection with the Claims;  (iii) all appellate  proceedings and proceedings on
remand,  as  well as  enforcement,  ancillary,  parallel  or  alternate  dispute
resolution  proceedings  and processes  arising out of or related to the acts or
occurrences alleged in the  Litigation/Arbitration;  (iv) re-filings or parallel
filings relating to the Claims and any other legal, diplomatic or administrative
proceedings  or  processes  founded on the  underlying  facts  giving rise to or
forming a basis for the Claims and  involving  one or more Adverse  Parties,  in
which  Assignor  or any of  Assignor's  successor(s)  in  interest or assigns or
affiliates is a party; (v) ancillary or enforcement  proceedings  related to the
facts or Claims  alleged from time to time,  including  against any other Person
stemming  from the  actions of any  Adverse  Party;  and (vi) all  arrangements,
settlements,  negotiations,  or compromises  made between Assignor or any of its
affiliates  or  representatives  and any  Adverse  Party  having  the  effect of
resolving any of Assignor's  Claims  against any Adverse Party that are or could
be or could have been brought in litigation or arbitration.

     "Proceeds" means (A) any and all pre-Tax monetary  awards,  damages,  fees,
recoveries,  judgments or other  property or value  recovered by or on behalf of
Assignor or its  affiliates on account or as a result or by virtue  (directly or
indirectly)  of the  Claims,  the  Litigation/Arbitration  or  the  Proceedings,
whether by negotiation,  litigation, arbitration, mediation, diplomatic efforts,
lawsuit,  settlement,  decree,  judgment  or  otherwise,  and  includes  all  of
Assignor's legal and/or equitable rights, title and interest in and/or to any of
the foregoing,  whether in the nature of ownership,  lien,  security interest or
otherwise, plus (B) any actually and successfully recovered interest, penalties,
Lawyers' Fees and Litigation Costs in connection with any of the foregoing, plus
(C)  any  actual,  moral,  punitive,  exemplary,  rescissionary,   consequential
(including lost profits),  or treble damages  assessed against any Adverse Party
which are awarded and actually and  successfully  recovered on account  thereof,
plus (D) interest actually and successfully  awarded or later accruing on any of
the  foregoing,  plus (E) any  recoveries  from  actions  commenced  by Assignor
against Lawyers, accountants,  experts or officers in connection with any of the
foregoing or the pursuit of the  Proceedings,  plus (F) any Stream Revenue.  For
the avoidance of doubt,  "Proceeds"  includes  (without  limitation)  cash, real
estate,  negotiable instruments,  choses in action, contract rights,  membership
rights,  subrogation  rights,  annuities,   future  revenue  streams  (including
milestone  and  royalty  payments),  claims,  refunds,  and any other  rights to
payment  of cash  and/or  transfer(s)  of  things  of value  or  other  property
(including property substituted therefor),  whether delivered or to be delivered
in a lump sum or in  installments,  in relation to any claim or negotiation with
any Person in relation to the  Proceedings.  "Proceeds" also includes any money,
property or other value received from any Person  (including a Person other than
an Adverse Party) in a sale or other  transaction  arising out of or relating to
the Claims, or in any sale, buy-out or Change of Control of Assignor that occurs
(i) as a covenant or condition to any  settlement of the  Litigation/Arbitration
or the  Proceedings  or (ii) as a direct  result of, or directly  in  connection
with,  resolution  of the  Claims,  at any  time in the  future,  as well as any
additional  amounts received by such Person as a result thereof.  Solely for the
purposes of calculating  Net Proceeds,  in the event the  Litigation/Arbitration
proceeds  to a final  award  (and not as a  result  of any  settlement  or other
negotiated  compromise  of the  Litigation/Arbitration),  "Proceeds"  shall  not
include any consequential,  exemplary,  special,  incidental or punitive damages

                                       6
<PAGE>

(which are expressly identified as such by the arbitrator in its award) assessed
against any Adverse Party;  provided,  however that any award of attorneys' fees
shall not be considered consequential,  special,  incidental or punitive damages
hereunder. If the arbitrator's award does not specify categories of damages, all
damages up to the maximum  amount of direct  damages sought by Assignor shall be
deemed to be actual or direct damages.  However, nothing in this paragraph shall
prevent  Assignor  from  seeking  clarification  of the  damages  award from the
arbitrator;  to the extent  Assignor  does so and the  arbitrator  clarifies the
award specifying the amounts of direct and  consequential,  exemplary,  special,
incidental or punitive damages,  if any, such  specification  shall serve as the
basis of the Net Proceeds calculation set forth in this paragraph.

     "Pro Rata Interest"  means (a) with respect to Assignee,  15%; and (b) with
respect to Assignor, 85%.

     "Security  Agreement" means that certain Security Agreement dated as of the
same date hereof, by Assignor in favor of Assignee, relating to the Collateral.

     "Solvent"  means,  with respect to any Person on a particular date, that on
such date (a) the present fair salable  value of the property and assets of such
Person exceeds the debts and liabilities,  including contingent liabilities,  of
such Person,  (b) the present  fair salable  value of the property and assets of
the such  Person is greater  than the amount  that will be  required  to pay the
probable liability of such Person on its debts and other liabilities,  including
contingent liabilities,  as such debts and other liabilities become absolute and
matured,  (c) such  Person does not intend to incur,  or believe  (nor should it
reasonably  believe)  that it  will  incur,  debts  and  liabilities,  including
contingent liabilities,  beyond its ability to pay such debts and liabilities as
they become absolute and matured, and (d) such Person does not have unreasonably
small  capital with which to conduct the business in which it is engaged as such
business  is now  conducted  and is  proposed  to be  conducted.  The  amount of
contingent  liabilities at any time shall be computed as the amount that, in the
light of all the facts and circumstances  existing at such time,  represents the
amount that can reasonably be expected to become an actual or matured liability.

     "Stream Revenue" means future revenue streams earned by Assignor and/or its
affiliates from a new, existing or modified business  relationship,  transaction
or other  arrangement  with any Adverse Party (or its  successors or affiliates)
attributable to or arising from the  Litigation/Arbitration,  including, but not
limited to,  licensing  revenue or royalty  revenue  derived from Adverse  Party
through  settlement  of the  Litigation/Arbitration.  Stream  Revenue  shall  be
payable as provided in Section 8.2.

     "Subordination  Agreement" means that certain Subordination Agreement dated
on or about the date  hereof,  among  Assignor,  Assignee and the de Clara Trust
dated June 13, 2014.

     "Taxes"  means any  foreign,  federal,  state,  local,  municipal  or other
governmental  taxes,  duties,  levies,  fees,  excises or tariffs,  arising as a
result  of or in  connection  with  any  amounts  received  or paid  under  this
Agreement,  including  without  limitation:  (i) any state or local sales or use
taxes;  (ii) any import,  value-added  or  consumption  tax;  (iii) any business
transfer  tax; (iv) any taxes imposed or based on or with respect to or measured
by any net or gross income or receipts of either party; (v) any franchise taxes,
taxes on doing  business,  gross  receipts  taxes or capital  stock or  property

                                       7
<PAGE>

taxes;  or (vi) any other tax now or hereafter  imposed by any  governmental  or
taxing  authority  on any  aspect of this  Agreement,  the  Proceeds  and/or the
obligations  hereunder,  and "pre-Tax" shall mean before the deduction of any of
the foregoing.

     "Transaction Documents" means this Agreement,  the Security Agreement,  the
Common Interest  Agreement,  the Engagement  Letter,  the Escrow Agreement,  the
Subordination  Agreement  and any other  documents  or  instruments  executed in
connection with the foregoing, including all schedules or exhibits thereto.

2.0   Commitment of Funds

2.1 In consideration of the Assigned Return, subject to the terms and conditions
of this Agreement, Assignee agrees to make Funds available to Assignor up to the
full  amount  of the  Commitment  in  order  to pay the  Lawyers'  Fees  and the
Litigation  Costs  incurred  by  Assignor  in  connection  with the Claims  (the
"Maintenance Payments  Obligation").  For the avoidance of doubt, Assignor shall
have no responsibility to pay any of the costs of the Proceedings  (except costs
it may incur or agree  outside of this  Agreement or in excess of the Funds) and
any Assigned Return shall be paid to Assignee as provided in this Agreement. The
use and  administration  of amounts paid in respect of the Maintenance  Payments
Obligation will be managed by Assignor, as provided herein.

2.2 Assignee  shall fund the  Maintenance  Payments  Obligation  pursuant to the
terms of this  Agreement  within  fifteen (15)  Business  Days of receipt of (i)
copies of valid monthly billing statements  presented by Lawyers to Assignor and
Assignee,  setting forth Lawyers' Fees incurred by Assignor and Litigation Costs
paid by Assignor under such  reasonable  invoice  review and approval  processes
established by Assignee from time to time; and (ii) valid invoices in respect of
Litigation Costs validly incurred by third parties,  such invoices to be paid in
accordance  with their  terms,  subject to such  reasonable  invoice  review and
approval processes as may be established by Assignee from time to time.

2.3 The Parties recognize and acknowledge that the rights and interests assigned
to  Assignee  hereunder  are  being  purchased  by  Assignee  pursuant  to  this
Agreement,  and an  ownership  interest  in the  Assigned  Return is being sold,
transferred  and assigned by Assignor to  Assignee.  These  transactions  do not
constitute a loan of money,  but a purchase of capital assets owned by Assignor.
Notwithstanding Assignee's rights to Collateral to secure Assignor's promises to
pay the Assigned Return, no portion of the Assigned Return transferred  pursuant
to this Agreement is intended as collateral for any loan.

2.4 The  Parties  understand  and agree  that,  under  all of the  circumstances
relating to the Claims,  the Disbursements paid by Assignee and the availability
of the Maintenance  Payment Obligations for the Assigned Return is a fair market
value for the same and has been calculated based on extensive  consultation with
advisors to Assignor  based on the risks of pursuing the Claims,  including  any
litigation or  arbitration  or other  proceedings  arising  therefrom.  Assignor
agrees  to use its  commercially  reasonable  efforts  at all  times  and in all
circumstances  to  defend  the  fair  market  value  of the  consideration  paid
hereunder for the Assigned Return.

                                       8
<PAGE>

3.0 Agreement to Sell and Buy/Non-Assumption by Assignee.

3.1 Under and  subject  to the terms and  conditions  of this  Agreement  and in
exchange for the benefits to Assignor of the Maintenance  Payment Obligation and
any Disbursements, Assignor agrees to and hereby does, effective at the Closing,
irrevocably  and  unconditionally,  (i) sell,  transfer,  assign and  deliver to
Assignee all of Assignor's legal and equitable rights, title and interest in and
to the Assigned Return,  and (ii) pursuant to the Security  Agreement,  transfer
and grant to  Assignee  a  security  interest  in the  Collateral  to secure all
obligations of Assignor to Assignee hereunder from time to time.

3.2  Assignee  agrees to buy and receive all of said rights and  interests  from
Assignor upon execution of this Agreement and to make the Funds  available under
and subject to the terms and conditions of this Agreement up to the total amount
of the Commitment. For the avoidance of doubt, Assignee shall be unconditionally
entitled to the Assigned Return, at any time or from time to time, upon recovery
of  Proceeds  by  Assignor,  it being  the  intention  of the  Parties  that the
Maintenance Payment Obligation is sufficient  consideration for the complete and
unconditional  assignment  of the Assigned  Return and the grant of the security
interests in the Collateral conveyed by the Security Agreement.

3.3 In making this Agreement and purchasing a portion of the Proceeds,  Assignee
is not  otherwise  acquiring  or  assuming  any  responsibility,  obligation  or
liability  of  Assignor  or any of its  affiliates  or arising  out of any other
rights or interests of Assignor being purchased  including,  but not limited to,
(i) any duty or obligation to any Adverse Party by Assignor, (ii) any Taxes owed
or to be  owed  by  Assignor,  or  (iii)  other  than  as  provided  for in this
Agreement,  any  obligation  or  expense  with  regard  to  the  Claims  or  the
Proceedings.

3.4 It is acknowledged and agreed that this Agreement does not, and shall not be
interpreted  so as to alter,  amend or affect  any  rights of  Assignor  to make
claims  against or demands upon  Lawyers from time to time,  as may be otherwise
permitted by any law or rule of  professional  conduct.  It is expressly  agreed
that if any such claim or demand is  successfully  made,  the  proceeds  of such
claim or demand shall constitute "Proceeds" for purposes hereof.

3.5 The Maintenance  Payment  Obligation and any  Disbursements are the sole and
exclusive  consideration and value to be paid to any Person for the transfer and
assignment of the Assigned Return.  Assignor  acknowledges that the transactions
contemplated  hereunder,  including the Maintenance  Payment  Obligation and any
Disbursements,  are for its benefit.  Assignee shall have no further obligations
whatsoever,  other than those  expressly  provided  in this  Agreement,  to make
further payments to Assignor, to any Lawyers or to any other Person,  regardless
of the time or effort  required  to pursue  the  Claims  and/or  Proceedings  to
conclusion.

3.6 It is understood  and agreed that this  Agreement  evidences the transfer of
the  Assigned  Return,  and that  Assignee's  right to  receive  payment  of the
Assigned  Return shall remain in full force and effect until the entire Assigned
Return has been  unconditionally  received by Assignee at any time in the future
so long as and provided  always that Proceeds  have been actually  recovered and
are not subject to rescission or cancellation. At and from the Closing, Assignee

                                       9
<PAGE>

shall be the sole and absolute owner of the Assigned Return which Assignor is or
may  be  entitled  to  collect  or  receive  on  account  of the  Claims  and/or
Proceedings or otherwise as provided herein. Assignee expressly acknowledges and
agrees  that  in the  event  no  Proceeds  (or  Proceeds  less  than  the  total
Disbursements  and/or the Assigned Return) are ever actually  recovered (even if
awarded as a result of litigation or  arbitration)  by or on behalf of Assignor,
Assignee  shall have no right against  Assignor for the recovery of the Assigned
Return (or any such shortfall in Proceeds) and Assignor shall have no obligation
to repay any amount actually  disbursed  under this Agreement  (unless and until
such time as Proceeds  have been  actually and  successfully  recovered by or on
behalf of Assignor); provided, however, that nothing in this Section shall limit
either  Party's  ability to seek  recovery or bring an action  against the other
Party in the event of such other Party's breach of this Agreement.

3.7 As  collateral  for and to secure the  accuracy and  continuing  veracity of
Assignor's representations,  warranties, undertakings and agreements made and/or
given under this Agreement,  Assignor hereby grants Assignee a first-in-priority
pledge  over and  security  interest in all  Collateral.  This  Agreement  shall
constitute a "security  agreement",  "lien",  "charge" (or the equivalent  under
applicable  law) and  "pledge" in favor of Assignee  for that  purpose,  and the
security  interest hereby created shall be in express  priority to any rights of
any other Person in and to the Proceeds (to the extent of the Assigned  Return).
Assignor  shall  execute upon demand,  and  Assignee may file,  any  appropriate
documents and  agreements  (including  security  agreements)  as required  under
applicable law for the purpose of perfecting Assignee's security interest in the
Collateral,  and as notice to third  parties  that  Assignor  has  conveyed  and
granted a security interest in the Collateral.

3.8 Notice of the  assignment  by Assignor  hereunder  may (at  Assignee's  sole
discretion)  be filed  by  Assignee  with any  court,  administrative  body,  or
government  office  on or after  the  Closing,  pursuant  to the  provisions  of
applicable  laws,  court  rules or local  custom,  and may be  served  upon such
Persons as may be deemed  necessary  by  Assignee  to perfect and give effect to
Assignee's  ownership of and right to receive the Assigned Return and Assignee's
security interest in the Collateral.

3.9  Assignor  shall  irrevocably  direct that all  Proceeds  (other than Stream
Revenue)  shall be paid to Escrow Agent  pursuant to the Escrow  Agreement,  and
Assignor  shall  cause such  Proceeds  to be so paid,  and the  Assigned  Return
disbursed to Assignee  hereunder shall be paid in gross and shall not be subject
to  any  Tax,  set-off,  counter-claim  (other  than  a  counter-claim  made  by
Defendants  against  Assignor in the  Litigation/Arbitration,  which  shall,  if
awarded  to  Defendant  in  such  Litigation/Arbitration,  reduce  the  Proceeds
hereunder), deduction or lien. Any Proceeds (other than Stream Revenue) received
by Assignor  shall be held in trust for Assignee  until paid to the Escrow Agent
as provided herein,  and Assignor agrees to immediately pay any such sums to the
Escrow Agent upon receipt.  Assignor  shall  irrevocably  direct that all Stream
Revenue shall be paid in accordance with Section 8.2 as instructed by Assignee.

3.10 Each of the Parties agrees that upon payment by Assignor to Assignee of the
full amount of the Assigned Return, including all Stream Revenue, Assignee shall
have  no  further  rights  to  receive  further   payments  in  respect  of  the
Litigation/Arbitration,  and any encumbrances,  liens or pledges created by this
Agreement and the Security Agreement shall be promptly released by Assignee.  In
the event that the  Litigation/Arbitration  is  resolved  without the payment of
Proceeds  (or  Proceeds  less than the total  Disbursements  and/or the Assigned

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<PAGE>

Return),  whether by final decision of the  arbitrator or  settlement,  Assignee
shall release any  encumbrances,  liens or pledges created by this Agreement and
the Security Agreement upon such final resolution of the Litigation/Arbitration,
unless any Claims are then  ongoing  or  reasonably  foreseeable,  in which case
Assignee  shall  release  such  encumbrances,   liens  and  pledges  upon  final
resolution  of such  Claims and payment of any  portion of the  Assigned  Return
arising therefrom. Assignee shall promptly file a UCC-3 Termination Statement as
part of any such release.

3.11 Right of First Refusal

     3.11.1 If Assignor  seeks or is offered any form of financing in respect of
     the Litigation/Arbitration, Assignee shall have a right of first refusal to
     provide  additional  funds to Assignor.  Assignor agrees to promptly notify
     Assignee  of any offers  made or received by Assignor to or from any Person
     for such  financing,  whether  debt,  equity or otherwise.  Assignor  shall
     provide  Assignee  with a copy of any  bona  fide  offer  to  provide  such
     financing (or, if not in writing, a written summary of all material terms).
     Assignee  shall have ten (10) Business Days from receipt of such notice and
     information  to accept such offer and agree to advance  additional  sums to
     Assignor on  substantially  the same terms and  conditions as are stated in
     the offer.

     3.11.2 If Assignee  declines to provide such financing  pursuant to Section
     3.11.1,  Assignor may obtain such  financing  from a third party,  provided
     that (i)  Assignor  shall not  procure  such funds  until  such  Person has
     confirmed in a binding  agreement  (in form and substance  satisfactory  to
     Assignee in its sole discretion) that its entitlement to receive a share of
     the  Proceeds  is  subordinated  to the rights of  Assignee  hereunder  and
     generally and (ii) in no event shall any such  financing  adversely  affect
     Assignee's rights hereunder.

4.0 Assignor's Representations and Warranties.

Assignor  hereby  represents and warrants to Assignee and agrees as follows (and
all such  representations  and warranties  shall be continuing and shall survive
the Closing  through the earlier of (i) payment of the Assigned  Return and (ii)
termination of this Agreement):

4.1 Assignor has sole and exclusive  ownership of the Claims.  No shareholder or
other affiliate of Assignor has any ownership interest in the Claims. Other than
the  Engagement  Letter,  Assignor  has  not  assigned,  transferred,   pledged,
encumbered or given,  as  collateral  or otherwise,  to any Person other than to
Assignee  hereunder,  any right or  interest  of  Assignor  in the Claims or the
Proceeds.

4.2 Except as set forth on  Schedule  4.2,  there are no Persons who have liens,
encumbrances,  claims or charges  (collectively,  "Liens") against any amount to
which  Assignor  may be  entitled on account of the Claims  and/or  Proceedings,
other than Assignee hereunder.

4.3 Assignor has not received notice of any asserted or unasserted claims, Liens
or  judgments  against  Assignor or its assets  which  might  impair the rights,

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<PAGE>

value,  priority or collectability of the rights assigned or granted to Assignee
hereunder, and Assignor is not aware of any basis therefor.

4.4 Assignor is a corporation validly existing and in good standing in the State
of Colorado.  Assignor has the power,  authority,  right and competence to enter
into this Agreement, and does so willingly and freely and on advice of competent
lawyers of its choice. All approvals, actions and consents required to authorize
Assignor to enter into this Agreement and the other  Transaction  Documents have
been obtained and taken and, upon execution by Assignor,  this Agreement and the
other Transaction Documents shall be valid, binding and enforceable  obligations
and  undertakings  of  Assignor.  Entering  into  this  Agreement  and the other
Transaction  Documents  and  carrying  out the actions  provided  for herein and
therein  will not  cause  Assignor  to be in breach  or  violation  of any other
agreement or law or legal obligation (under applicable laws of the United States
or,  to  Assignor's  knowledge,  any other  country  or  jurisdiction)  to which
Assignor is a party or to which Assignor or the Collateral is subject.

4.5  Assignor  is not  relying in any manner on the  advice of  Assignee  or its
counsel and  understands  and agrees that  Assignee is not  providing  any legal
advice  or  legal   professional   services   to  Assignor  or  its  lawyers  or
representatives.  Assignor is entering into this  Agreement for  commercial  and
business  purposes,  and  Assignor  is  sophisticated  as  to  the  transactions
contemplated by this Agreement and its obligations hereunder.

4.6 The Engagement Letter is enforceable by Assignor and accurately reflects the
entire financial arrangement between Assignor and Assignor Counsel.

4.7  Except  for the  Litigation/Arbitration,  Assignor  is not a  party  to any
material action, suit, litigation, arbitration, investigation or proceeding.

4.8 The Security  Agreement is effective to create in favor of Assignee a legal,
valid and enforceable  security interest in the Collateral described therein and
the proceeds thereof. Upon the execution of the Subordination  Agreement by each
party thereto and the filing of a UCC financing  statement by Assignee  pursuant
to Section 12.3,  Assignee will have a valid and perfected,  first-priority lien
on and security interest in the Collateral and the proceeds thereof.

4.9 Except as set forth in the notes thereto,  Assignor's  Financial  Statements
have been prepared in conformity with generally accepted accounting  principles,
and such Financial  Statements fairly present the financial position and results
of operations of Assignor as of their  respective  dates and for the  respective
periods  covered  thereby.  Assignor  is  not  subject  to  any  liabilities  or
obligations  that are not  specifically  shown or that are in excess of  amounts
specifically  shown or reserved for on the balance sheets included in Assignor's
Financial  Statements  other than  liabilities and  obligations  incurred in the
ordinary  course  of  business  that  are not  material  individually  or in the
aggregate.

4.10 As of immediately  prior to the Closing Assignor is, and immediately  after
giving effect to the transactions contemplated hereby Assignor will be, Solvent.

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<PAGE>

4.11  Assignor has  disclosed  to Assignee all material  facts known to Assignor
relating  to  the  Claims  and/or  Proceedings,   and  Assignor  has  made  such
information available to Assignee for its review and consideration in advance of
the  assignment  contemplated  herein.  No  representation  or warranty or other
statement made by Assignor in this Agreement  contains any untrue  statement or,
to the knowledge of Assignor,  omits to state a material fact  necessary to make
any of them, in light of the circumstances in which it was made, not misleading.

5.0   Assignor's Covenants

Assignor hereby covenants and agrees as follows:

5.1 Assignor  shall use its best efforts and exercise good faith and  reasonable
commercial  judgment,  but at all times within the bounds of any  applicable law
and rules of professional  responsibility:  (i) in pursuing all of Assignor's or
any  of its  affiliates'  legal  and  equitable  rights  in  the  Claims  and/or
Proceedings  and with respect to the  Proceeds;  (ii) to bring the Claims and/or
Proceedings to settlement or final judgment;  and (iii) to enforce collection of
the  Proceeds  and all money and other  proceeds  due on  account  of the Claims
and/or  Proceedings  or other  enforcement  actions  relating  to the  Proceeds,
including any  settlement(s)  with Adverse  Parties.  During the pendency of the
Litigation/Arbitration,  Assignor shall use its commercially  reasonable efforts
to operate its business in the  ordinary  course of  business,  consistent  with
Assignor's  past  practice  (except to the extent  necessary to comply with this
Section 5.1).

5.2  Assignor  has not and shall not,  directly or  indirectly,  delay,  seek to
prevent,  impair,  or  frustrate  the  rights  granted  to  Assignee  under this
Agreement,  or payment of the Assigned  Return to  Assignee,  in any way. To the
extent any Person (other than Assignee)  acquires or is otherwise deemed to have
any  ownership  interest in the  Claims,  Assignor  shall  cause such  ownership
interest to be transferred and assigned in full to Assignor  without  additional
consideration.

5.3 Assignor  shall notify  Assignee and keep Assignee  advised  regarding:  the
name(s),  address(es),  telephone  and fax numbers of Assignor  and of all legal
counsel  engaged to represent  Assignor in connection with the Claims and/or the
Proceedings;  and the  nature  and  scope of  representation  of all such  legal
counsel and any change therein.

5.4 Assignor shall give Assignee  written notice within two (2) Business Days of
becoming aware that any of its  representations or warranties have become untrue
in any material respect.

5.5 Assignor  agrees not to do any of the  following  without  Assignee's  prior
written  consent  (which will be provided in its sole and absolute  discretion):
(i)  terminate  its  relationship  with its  Lawyers  or modify the terms of its
engagement  with its  Lawyers,  (ii) engage new Lawyers in  connection  with the
Claims or the Proceedings, unless necessary for local law purposes or to address
Lawyers'  actual  or  potential   conflicts  of  interest  (provided  that  such
engagement  is  limited  to the issue on which  there is an actual or  potential
conflict of interest and has no effect on the economic terms of this  Agreement,
including  but not  limited to the  priority of  distributions  set forth in the
Distribution  Schedule or (iii) bring any separate  action,  suit or  litigation
against  any  Adverse  Parties  (other  than  the  Litigation/Arbitration).

                                       13
<PAGE>

5.6  Assignor  will not  modify  or  terminate  the  Engagement  Letter  without
Assignee's prior written consent,  unless necessary to do so in order to address
actual or potential  conflicts of interest of the Lawyers in connection with the
Claims or  Proceedings  (provided,  however that any such changes are limited to
the issue on which there is an actual or  potential  conflict  and do not affect
the economic terms of this Agreement,  including but not limited to the priority
of distributions set forth in the Distribution Schedule.

5.7 Assignor  shall maintain and preserve (a) its existence and good standing in
the jurisdiction of its  organization  and (b) its  qualification to do business
and good standing in each  jurisdiction  where the nature of its business  makes
such qualification necessary.

5.8 Assignor shall not make any assignment or transfer or give, as collateral or
otherwise,  any right or  beneficial  interest of  Assignor  in the Claims,  the
Proceeds or rights  therein or thereto,  or knowingly take any other action that
has, or with the passage of time could have, the effect of impairing or delaying
Assignee's  receipt of the  Assigned  Return.  Assignor  shall not and shall not
allow or permit any other  Person to place any Liens  (other than those  created
hereunder  and the lien  described  on Schedule  4.2) against or on the Proceeds
without the prior written consent of Assignee.

5.9 Assignor  agrees not to effect any Change of Control  unless (i) it provides
written notice (the "Change of Control Notice") to Assignee at least thirty (30)
days prior to the  proposed  effective  date of such  Change of  Control,  which
notice shall  include in reasonable  detail the material  terms of the Change of
Control, or copies of any material agreements substantially in the form proposed
to be entered  into in  connection  with the  Change of  Control  and such other
information  related to such  terms or  agreement  as  Assignee  may  reasonably
request, and (ii) Assignee shall have provided its prior written consent to such
Change of Control,  which consent shall not be conditioned,  delayed or withheld
unless  Assignee  reasonably  and in good faith  determines  that such Change of
Control would  adversely  affect the payment of the Assigned Return to Assignee,
including without limitation any Stream Revenue.

5.10 If the Proceedings are moved to another jurisdiction  (including a non-U.S.
jurisdiction)  or forum,  Assignor  agrees  that it will  continue to pursue the
Claims in accordance with its obligations hereunder.

6.0 Assignee's Representations, Warranties and Covenants.

Assignee  hereby  represents and warrants to Assignor and agrees as follows (and
all such  representations  and warranties  shall be continuing and shall survive
the Closing  through the earlier of (i) payment of the Assigned  Return and (ii)
termination of this Agreement):

6.1  Assignee  is a  limited  liability  company  validly  existing  and in good
standing in its state of  organization  or  formation.  Assignee  has the power,
authority,  right  and  competence  to enter  into this  Agreement,  and does so
willingly  and freely and on advice of  competent  lawyers  of its  choice.  All
approvals,  actions and consents  required to  authorize  Assignee to enter into

                                       14
<PAGE>

this  Agreement  have been obtained and taken and,  upon  execution by Assignee,
this Agreement and all documents  contemplated  to be signed by Assignee  herein
shall be valid and binding  obligations and  undertakings of Assignee.  Entering
into this Agreement and carrying out the actions  provided for in this Agreement
will not cause  Assignee to be in breach or violation of any other  agreement to
which such Assignee is a party.

6.2 Assignee  has not engaged or used,  and is not  obligated  to, any finder or
agent in connection with the transactions contemplated hereby.

6.3 As of the Closing Date,  ASSIGNEE shall have the financial resources (or the
ability to obtain) to make the payments required under the Maintenance  Payments
Obligation.

6.4 Assignee agrees for all accounting and tax reporting purposes: (i) to report
the   transactions   contemplated   herein  as  the   acquisition  of  an  asset
(specifically, the Assigned Return) from Assignor and not as a loan to or equity
investment  in  Assignor  or any other  person or entity and (ii) to not take an
income tax or other  deduction with respect to any funded amounts related to its
Maintenance Payment Obligation as such amounts represent Assignee's  acquisition
costs paid to Assignor for the Assigned Return.

7.0 Activities Concerning Proceedings.

7.1 Assignor hereby consents to and irrevocably shall instruct the Lawyers to do
the following at all times while this Agreement is in effect: (i) subject to any
restrictions  arising from any  protective  order in connection  with the Claims
and/or  Proceedings,  to promptly  provide all  non-privileged  documents in the
possession of Assignor or the Lawyers requested by Assignee,  or any information
that  Assignee  might have an interest  in being  aware of,  relating to (A) the
Proceedings,  and  opportunities  and  negotiations or other efforts  (including
non-judicial  efforts)  to settle  the Claims  and/or  Proceedings  against  any
Adverse  Party,  (B) any  opportunities  to earn or  recover  Proceeds,  (C) any
Persons'  interest in or claim or  potential  claim  against any of the Proceeds
and/or the subject matter of the Claims and/or  Proceedings  or this  Agreement;
(ii)  subject  to any  restrictions  arising  from any  protective  order in the
Litigation/Arbitration,  when  requested by Assignee or its lawyers,  to provide
factual  information within the knowledge of Assignor or Lawyers relating to the
Claims and/or  Proceedings and Adverse  Parties;  and (iii) to perform all those
action(s) to be taken by Lawyers provided for in this Agreement. Lawyers will be
provided  with a copy of this  Agreement  and will be  instructed by Assignor to
comply with the provisions of this Section 7.1.

7.2  Assignor  shall  instruct  the Lawyers  and other  agents  representing  or
advising  Assignor  from  time to time in  connection  with the  Proceedings  to
provide  and  continue  to  provide  Assignee  with  the  following,  as soon as
reasonably practicable after receipt:

     7.2.1 Except for letters,  emails or other correspondence  between or among
     Assignor  Counsel,  attorneys  for the  Defendants  and  the  arbitrator(s)
     hearing the  Litigation/Arbitration  (to the extent that the same would not
     reasonably be expected to be material to Assignee),  written  notice of all
     documents  filed  in  connection   with  the  Claims  and/or   Proceedings,
     including, but not limited to, any memorials,  notices, orders,  pleadings,
     briefs,  motions,  or other documents  presented to any party or filed with
     the court relating to the  Proceedings  (with actual copies of such filings

                                       15
<PAGE>

     to be provided on request by Assignee).  If any such  documents are subject
     to a protective  order,  the Lawyers and lawyers for Assignee shall discuss
     the proper  handling of such documents and, to the extent  Assignee  and/or
     its  lawyers  may and  are  willing  to  agree  to the  terms  of any  such
     protective  order,  Assignor and the Lawyers will  cooperate in seeking the
     court's/arbitration  panel's and the Adverse Party's  consent,  unless such
     consent is deemed disadvantageous to the underlying litigation;

     7.2.2 Notice of and documents  relating to payment or receipt of any money,
     consideration  or other  Proceeds to Assignor or their agents on account of
     the Claims or the Proceedings, including all accountings of the application
     of said money or other Proceeds received from any Adverse Party;

     7.2.3  Information  requested  by  Assignee  relating  to the status of any
     demands  upon,  negotiations  with or  proposals  made by or to any Adverse
     Party, including any litigation, settlement, alternative dispute resolution
     proceedings,  appeals and any efforts to enforce any rights relating to any
     Claims, Proceedings, or Proceeds; and

     7.2.4 Copies of all invoices for Lawyers' Fees and  Litigation  Costs,  all
     incurred in connection with the Claims and/or the Proceedings.

7.3 Control. For the avoidance of doubt,  subject to Assignor's  compliance with
its obligations  under Article 5 and Section 9.3 of this Agreement,  the Parties
agree  that   Assignor   retains   exclusive   control  over  the  Claims,   the
Litigation/Arbitration   and/or   Proceedings,   including  any   settlement  or
resolution thereof.

8.0 Liquidation and Distribution of Non-Cash Proceeds; Stream Revenue.

8.1 In the event that the Proceeds  consist of any non-cash items,  Assignee and
Assignor shall, at the option of Assignee,  as soon as reasonably possible after
the  receipt of such  Proceeds,  cause such  Proceeds  to be  disposed of at the
highest  possible  price  in a  commercially  reasonable  transaction.  The cash
received  as result of any such  transaction,  less any  reasonable  transaction
costs,  shall be delivered to the Escrow Agent for  distribution  as provided in
this Agreement.

8.2 In the event that the Proceeds consist of any Stream Revenue, Assignor shall
be obligated  to pay to Assignee (in addition to any cash or non-cash  Proceeds)
(a) one hundred  percent  (100%) of such Stream  Revenue  until such time as the
Assignee has received an aggregate  amount of Proceeds  equal to (i) the capital
actually  disbursed by Assignee as a Disbursement  under this Agreement (or that
Assignee  is legally  obligated  to pay at the time of receipt  of  Proceeds  as
contemplated  hereby and that Assignee does actually pay thereafter);  plus (ii)
$5,000,000;  and (b)  thereafter,  fifteen percent (15%) of such Stream Revenue;
provided, however, that in the event that Assignor has fully resolved the Claims
via settlement with the Defendants on or prior to November 26, 2015, then clause
(a) above  shall be replaced  with "one  hundred  percent  (100%) of such Stream
Revenue  until such time as the Assignee  has  received an  aggregate  amount of
Proceeds equal to the capital  actually  disbursed by Assignee as a Disbursement
under this  Agreement (or that Assignee is legally  obligated to pay at the time
of receipt of Proceeds as  contemplated  hereby and that  Assignee does actually
pay  thereafter)" and clause (b) above shall be replaced with  "thereafter,  ten

                                       16
<PAGE>

percent  (10%) of such Stream  Revenue  until such time as Assignor has received
$2,500,000  under this clause (b)". Any Stream Revenue shall be paid to Assignee
on a monthly  basis in  accordance  with its  instructions  until  Assignee  has
received the full amount of the Assigned Return. Assignor shall use commercially
reasonable  efforts to  structure  any  Stream  Revenue  arrangements  such that
Assignee shall be able to sell its share of such Stream Revenue to a third party
buyer.

9.0 Default and Remedies; Complete Assignment of Claims; Guarantee.

9.1 Each of the following shall be a default (a "Default") under this Agreement:
(i) the breach or  nonperformance by Assignor of any covenants or agreement made
by it herein in any material  respect which  remains  uncured (if such breach or
nonperformance  is  capable  of  being  cured)  ten  (10)  Business  Days  after
Assignee's written notice to Assignor of such breach or nonperformance; (ii) the
failure of  Assignor's  representations  or warranties to be true and correct in
any material respect (or, in the case of representations and warranties that are
qualified by materiality,  the failure of such representations and warranties to
be true and correct in any respect);  (iii) unless  dismissed within twenty (20)
Business Days, the beginning of involuntary  proceedings  against Assignor under
federal  bankruptcy law, or any other  applicable  federal or state  bankruptcy,
insolvency,  or  similar  law,  or the  beginning  of  proceedings  seeking  the
appointment   of  a  receiver,   liquidator,   assignee,   custodian,   trustee,
sequestrator  (or similar  official) of Assignor or for any substantial  part of
Assignor's property, or the beginning of proceedings seeking an order winding up
or liquidating the affairs of Assignor;  and (iv) the beginning by Assignor of a
voluntary case under federal  bankruptcy law, or any other applicable federal or
state bankruptcy,  insolvency,  or other similar law, or the consent by Assignor
to the  appointment  of,  or  taking  possession  by,  a  receiver,  liquidator,
assignee,  trustee,  custodian,  sequestrator  (or other  similar  official)  of
Assignor or for any substantial part of Assignor's property,  or Assignor making
any  assignment  for the  benefit  of  creditors,  or the  failure  of  Assignor
generally to pay its debts as they become due, or the taking of formal action by
Assignor in furtherance of any of the foregoing.

9.2 If  Assignor  is in Default  under this  Agreement,  (i)  Assignee  shall be
granted the recourse to recover the Assigned Return (if payable pursuant to this
Agreement) from Assignor  (regardless of source),  including without  limitation
from revenue of Assignor  (regardless of source),  (ii) Assignee may immediately
cease any further  disbursements  under this Agreement  and/or pursue its rights
hereunder,  including  under the  provisions of Section 9.3, and (iii)  Assignor
shall have no rights to receive any payment of any  Proceeds  until all payments
due  hereunder to Assignee  (including  any damages  payment)  have been paid in
full.

9.3 In addition to the foregoing rights, upon Default by Assignor,  Assignee may
at its election, under this Agreement, become the assignee of any and all Claims
asserted or assertable in connection with the Claims and/or  Proceedings and may
prosecute  the same in the  name of  Assignor  and/or  its own  name,  as may be
required or permitted by applicable law.  Assignor agrees to do all things,  and
execute any and all further  documents and certificates as may be requested from
time to time by  Assignee  to  evidence  Assignee's  ownership  of the Claims as
contemplated  hereby. In the event of a complete  assignment of the Claims,  the
entitlement of Assignor to Proceeds hereunder shall remain unchanged;  provided,
however,  that any and all documented costs and/or expenses  reasonably incurred

                                       17
<PAGE>

or owed by Assignee  and/or its agents and advisors in  remedying  the breach by
Assignor or the consequences of such breach, shall be (i) deemed "Disbursements"
for purposes hereof,  and (ii) deducted from Assignor's share of the Proceeds to
be distributed to it.

9.4 In  addition  to the  foregoing,  upon any breach of this  Agreement  by any
Party,  each other  Party  shall  have all  remedies  available  to it in law or
equity,  including  all of the  rights  and  remedies  granted  in the  Security
Agreement and the other Transaction Documents. Notwithstanding the provisions of
Section  16.1,  each  Party  shall  have  the  right to seek  equitable  relief,
including a temporary  restraining order, an injunction,  specific  performance,
and  any  other  relief  that  may  be  available  from  a  court  of  competent
jurisdiction.

10.0  Indemnification; Taxes.

10.1  Assignor  agrees to  indemnify,  defend and hold  Assignee and its owners,
directors,  executives,  officers,  employees,  members,  partners,  affiliates,
managers,  attorneys,  agents and  advisors  ("Assignee  Indemnitees")  free and
harmless  from and  against  any and all losses,  liabilities,  costs,  damages,
claims, sanctions,  penalties and expenses (including reasonable attorneys' fees
and costs of experts and advisors)  which any Assignee  Indemnitee has sustained
or may sustain at any time by reason of or relating to (i) the breach or alleged
breach of,  inaccuracy or alleged  inaccuracy of, or failure to comply with, any
of  the  warranties,  representations,   covenants  or  agreements  of  Assignor
contained in this  Agreement or the other  Transaction  Documents,  and (ii) any
claim by the  Adverse  Parties  relating to the Claims  and/or the  Proceedings,
including counterclaims or claims for interest, penalties, reasonable attorney's
fees, costs or damages associated with the foregoing for any reason whatsoever.

10.2 Assignee  agrees to indemnify,  defend and hold Assignor and its directors,
executives,   officers,  employees,  members,  partners,  affiliates,  managers,
attorneys,  agents and advisors ("Assignor  Indemnitees") free and harmless from
and against any and all losses, liabilities,  costs, damages, claims, sanctions,
penalties  and  expenses  (including  reasonable  attorneys'  fees and  costs of
experts and advisors) which any Assignor Indemnitee has sustained or may sustain
at any time by  reason  of or  relating  to the  breach or  alleged  breach  of,
inaccuracy  or alleged  inaccuracy  of, or failure  to comply  with,  any of the
warranties,  representations,  covenants or agreements of Assignee  contained in
this Agreement or the other Transaction Documents.

10.3 All Taxes shall be the financial  responsibility  of the Party obligated to
pay such Taxes as determined by the applicable law and neither Party is or shall
be liable at any time for any of the other Party's Taxes  incurred in connection
with or related to amounts  paid  under  this  Agreement.  Each Party  agrees to
indemnify,  defend and hold the other Party  harmless from and against any Taxes
owed by or assessed against the indemnified Party that are the obligation of the
indemnifying Party pursuant to this Section 10.2 and from any claims,  causes of
action, costs, expenses, reasonable attorneys' fees, penalties,  assessments and
any other liabilities of any nature whatsoever related to such Taxes.

10.4  Any  Party  who  receives  notice  of a  claim  for  which  it  will  seek
indemnification  ("Indemnified  Party")  hereunder  shall  notify as promptly as

                                       18
<PAGE>

reasonably  practicable  the Party  from which the  Indemnified  Party will seek
indemnification  ("Indemnifying Party") of such claim in writing;  provided that
the  failure  to so  notify  shall not  relieve  the  Indemnifying  Party of its
obligations  hereunder,  except to the  extent  that the  Indemnifying  Party is
actually and materially  prejudiced  thereby.  Assignee shall have the exclusive
right  to  control  the  defense  of such  claim  and all  negotiations  for its
settlement  or  compromise.  Assignor  shall  provide  reasonable  assistance to
Assignee,  at Assignor's  expense,  in  connection  with the defense of any such
claim. Notwithstanding the foregoing, Assignor may participate in the defense of
or  settlement  negotiations  regarding  any  claim  with  counsel  of  its  own
selection,  the costs and fees of which shall be paid by  Assignor,  and, to the
extent such claim also  includes  claims  that would not give rise to  potential
indemnification hereunder, nothing herein shall be construed to limit Assignor's
ability to control its defense  with  respect to such claims that would not give
rise to potential indemnification hereunder.

10.5 EACH PARTY,  FOR ITSELF AND FOR ITS PRESENT AND FORMER  AGENTS,  ATTORNEYS,
REPRESENTATIVES,  HEIRS,  EXECUTORS,  SUCCESSORS,  AND ASSIGNS, HEREBY RELEASES,
ACQUITS,  DISCHARGES, AND FOREVER HOLDS HARMLESS THE OTHER PARTY AND ITS PRESENT
AND FORMER EMPLOYEES,  AGENTS, ATTORNEYS,  REPRESENTATIVES,  OFFICERS,DIRECTORS,
SHAREHOLDERS,   DIVISIONS,  SUBSIDIARIES,   AFFILIATES,  PARENTS,  PREDECESSORS,
SUCCESSORS,  INSURERS,  HEIRS,  EXECUTORS,  AND ASSIGNS, OF AND FROM ANY AND ALL
CLAIMS, DEMANDS,  LIABILITIES OR CAUSES OF ACTION, LEGAL OR EQUITABLE,  KNOWN OR
UNKNOWN,  FIXED OR  CONTINGENT,  LIQUIDATED  OR  UNLIQUIDATED,  RELATING  TO THE
CONDUCT OF THE PROCEEDINGS OR THE LITIGATION,  EXCEPT TO THE EXTENT ARISING FROM
SUCH OTHER PARTY'S WILLFUL MISCONDUCT OR BREACH OF THIS AGREEMENT.

11.0  Attorney-Client Relationships; Escrow.

11.1  Should a dispute  arise at any time  between or among the  Parties and the
Lawyers, or any of them,  regarding payment or application of any sums recovered
in the Proceedings,  which dispute may delay, reduce or otherwise affect payment
or retention of the Proceeds pursuant to the Distribution  Schedule, any amounts
of Proceeds not so disputed  shall be paid  immediately  in accordance  with the
Distribution  Schedule.  In order to allow Assignee to become fully aware of any
dispute to which it is not a party,  Assignor hereby  authorizes and directs the
Lawyers to provide  Assignee all facts and  information  related to the dispute.
Notwithstanding  any other provisions of this Agreement,  Assignor relies on the
common interest exception to avoid any waiver of the  attorney-client  privilege
as to information requested by Assignee under these limited circumstances.

11.2  Assignor  shall ensure that all Lawyers  acting for Assignor  from time to
time in connection with the  Litigation/Arbitration  shall recognize the duty to
cause all Proceeds to be paid to the Escrow Agent,  or to any  successor  escrow
agent agreed to by all parties to this Agreement.

                                       19
<PAGE>

12.0

Delivery by Assignee/Closing.

12.1 The  closing  of the  transactions  contemplated  hereby  (the  "Closing"),
including the assignment of the Assigned  Return and the delivery and attachment
of the  Collateral  shall  take  place  at the  offices  of  Assignee  at a time
designated by the Assignee or as otherwise agreed to by the Parties.

12.2 At the Closing, Assignor shall deliver the following documents to Assignee,
duly executed by all parties  thereto  (other than  Assignee),  each in form and
substance satisfactory to Assignee:

     12.2.1 The Common Interest Agreement;

     12.2.2 The Escrow Agreement;

     12.2.3 The Subordination Agreement;

     12.2.4 The Engagement Letter, together with an acknowledgment from Assignor
     Counsel of the rights granted to Assignee hereunder;

     12.2.5 The Security Agreement and all documents or certificates deliverable
     thereunder;

     12.2.6 Executed charge or lien documents reasonably necessary to record the
     liens contemplated hereby over the Collateral; and

     12.2.7 Such other  agreements,  documents  certificates  as Assignee  shall
     reasonably request.

12.3 At the  Closing,  Assignee's  rights in the  Proceeds (to the extent of the
Assigned Return),  and all of Assignee's rights (in the Collateral or otherwise)
as provided for in this Agreement and the Security  Agreement,  shall attach and
be fully  vested,  secured and  perfected;  this  Agreement  and the  assignment
contemplated hereby shall be absolute and irrevocable by Assignor;  and Assignee
shall be  entitled to file Form UCC-1  Financing  Statements  or the  equivalent
perfecting  documents with respect to the Collateral in all  jurisdictions  that
Assignee deems appropriate.  In case the cooperation of the Assignor is required
for  the  rights  to be  fully  vested  or the  security  interest  to be  fully
perfected,  the Assignor will  promptly  cooperate as required.  This  Agreement
constitutes a security agreement for the purpose of UCC Article 9.

13.0  Maintenance and Availability of Records.

13.1 Assignor shall keep complete and proper records concerning the Proceeds and
shall  promptly  deliver and make the same available to Assignee on request from
time to time.

13.2 Assignee  shall have the right,  during  reasonable  business hours no more
than once per calendar year, to audit,  at its sole expense,  the correctness of
any previously  unaudited  Assignor report by an independent  public  accountant

                                       20
<PAGE>

chosen by Assignee.  Assignee and its  representatives  shall hold in confidence
any such  information  and shall not use the  information for any purposes other
than verifying Assignor's reporting in connection with this Agreement.

14.0  Assignment.

14.1 This  Agreement  shall  inure to the  benefit  of, and be binding  upon the
successors  and  permitted  assigns of Assignee,  subject to the other terms and
conditions of this Section.

14.2 This Agreement is personal and  non-assignable by each Party hereto,  other
than in the case of Assignee, to an affiliate thereof or, with the prior written
consent of Assignor, a third party with the means to honor the Agreement.

15.0  Miscellaneous.

15.1 This Agreement,  including the exhibits hereto,  the Security Agreement and
the Escrow  Agreement set forth the entire agreement and  understanding  between
the Parties as to the subject  matter hereof and merges and supersedes all prior
discussions, agreements, term sheets and understandings of every kind and nature
between them. No Party hereto shall be bound by any term, condition, warranty or
representation other than as expressly provided for in this Agreement, or as may
be on a date on or after the date hereof duly set forth in writing signed by the
Party hereto which is to be bound thereby.  This Agreement shall not be changed,
modified  or  amended  except by a writing  dated and  signed by the Party to be
charged.

15.2 This Agreement and its validity,  construction and performance, and any and
all disputes arising hereunder, shall be governed in all respects by the laws of
the State of New York, but without  recourse to its conflict of laws provisions;
provided,  however,  any rights  Assignee has or may have under Article 9 of the
Uniform  Commercial Code to foreclose on the Collateral shall be governed by the
law of the place where the Collateral is located.

     15.2.1  Assignor   irrevocably  waives  and  forever  and   unconditionally
     releases,  discharges and quitclaims any claims,  counterclaims,  defenses,
     causes of action,  remedies and/or rights that it or its permitted  assigns
     or  successors  in interest have or may in the future have arising from any
     doctrine,  rule or principle of law or equity that this  Agreement,  or the
     relationships  or  transactions  contemplated  by  this  Agreement  (i) are
     against  the  public  policy  of  its  state  of  incorporation  or of  any
     jurisdiction   with  which   Assignor  has  a   connection,   or  (ii)  are
     unconscionable or the subject to any laws, rules or regulations relating to
     consumer  protection,  or  (iii)  call for the  payment  of  interest  at a
     usurious   rate,  or  (iv)   constitute   champerty,   maintenance  or  any
     impermissible  transfers or assignments of property or choses in action (or
     doctrines  or  principles  of  law of  equivalent  effect)  (the  foregoing
     defenses being referred to herein as the "Waived Defenses"). The arbitrator
     set  forth in  Section  16.1  shall  have  exclusive  jurisdiction,  to the
     exclusion of any court,  to determine  the scope and validity of the waiver
     of  any  Waived  Defenses  by  Assignor.  In  any  proceeding  brought  for
     prejudgment  or  provisional  relief under Section 16.3 or for  enforcement
     under  Section 16.2 or 17.0,  the Parties  agree that a court shall enforce
     this  Agreement  and any related  agreements  without  regard to any Waived
     Defenses  asserted by Assignor  and shall refer any such Waived  Defense to
     arbitration  under  Section 16 to be  determined  as to validity,  scope or
     effect  exclusively  by the  arbitrator.  The Parties  further agree that a

                                       21
<PAGE>

     court  shall  not  defer  or  delay  granting  any  remedy  while  any such
     arbitration takes place. In addition to the aforesaid, Assignor agrees that
     it will defend the  validity of this  Agreement - if  requested to do so by
     Assignee - against any third party,  including but not limited to creditors
     in any  bankruptcy  proceedings,  and will hold  Assignee  and its  owners,
     directors, executives,  employees, members, partners, affiliates, managers,
     attorneys,  agents and advisors  harmless from and against any and all loss
     and  damages  of  any  kind  (including   reasonable  attorneys'  fees  and
     associated  costs)  that  Assignee or its  owners,  directors,  executives,
     employees, members, partners,  affiliates,  managers, attorneys, agents and
     advisors or affiliates  may incur as a result of any claim by a creditor of
     Assignor.

15.3 The invalidity of any portion  hereof shall not affect the validity,  force
or  effect  of the  remaining  portions  hereof.  If it is ever  held  that  any
restriction  hereunder is too broad to permit enforcement of such restriction to
its fullest  extent,  such  restriction  shall be enforced to the maximum extent
permitted by law.

15.4 This  Agreement  shall be  binding  upon,  and inure to the  benefit of the
parties  hereto,  individually  and to each and all of their agents,  attorneys,
beneficiaries,    representatives   and   its   respective   successors,   legal
representatives  and permitted assigns. No assignment by any Party shall relieve
the  assigning  Party from any  obligation,  duty,  representation,  warranty or
agreement absent an express written release given by the non-assigning Party.

15.5 The headings in the sections of this Agreement are inserted for convenience
or reference only and shall not  constitute a part hereof.  Where the context so
permits,  the  singular  form of a word shall  include the plural and the plural
form shall include the singular.

15.6 Any notices given under this Agreement shall be in writing and delivered by
first class mail or by overnight courier service (such as Federal Express,  DHL,
UPS) to the Parties as follows unless changed by written notice delivered to the
other Party(s).

In the case of Assignor, to it at:

      CEL-SCI Corporation
      Attention: Geert R. Kersten
      8229 Boone Boulevard, Suite 802
      Vienna, VA 22182
      Telephone: 703-506-9460

with a copy (which shall not constitute notice to Assignor) to:

      Wilk Auslander LLP
      1515 Broadway, 43rd Floor
      New York, New York 10036
      Attn: Jay S. Auslander, Esq.

                                       22
<PAGE>

In the case of Assignee, to:

      Lake Whillans Vehicle I LLC
      c/o Lake Whillans Litigation Finance LLC
      1350 Avenue of the Americas, 2nd Floor
      New York, New York 10019
      Attention: Boaz Weinstein

15.7 Each Party  agrees to  execute  and file or cause to be filed such other or
further  documents  as may be  reasonably  requested  by the other Party to give
effect to the purposes of this Agreement.  Such further documents shall include,
but not be limited to: (i) documents intended to perfect Assignee's ownership of
and power to  exercise  the  rights  herein  granted  by  Assignor;  (ii) if any
judgment resulting from the Claims and/or  Proceedings is modified,  vacated and
there are further proceedings,  a replacement  assignment or deed of property in
order to give effect to Assignee's  rights in and to the Assigned Return and the
Collateral and this Agreement and (iii) to perfect Assignee's  security interest
in the Collateral.

15.8  Failure by either Party to enforce any  provision of this  Agreement or to
assert a claim on account of breach  hereof  shall not be deemed a waiver of its
right to enforce  the same or any other  provision  hereof on the  occasion of a
subsequent breach.

15.9 The remedies expressed in this Agreement are not and shall not be deemed to
be exclusive  and shall be in addition to any other  remedies  that either Party
may have at law or in equity.

15.10 This  Agreement may be executed in two (2) or more  counterparts,  each of
which shall be deemed an original,  but all of which together  shall  constitute
one and the same instrument.

16.0  Disputes between the Parties.

16.1  Except as provided  in Section  9.4 or Section 17 of this  Agreement,  any
dispute,  claim or controversy arising out of or relating to this Agreement,  or
the  breach,  termination,  enforcement,  interpretation  or  validity  thereof,
including the  determination  of the scope or applicability of this agreement to
arbitrate,  shall be determined by an arbitration in New York, New York before a
panel of three arbitrators.  The Litigation/Arbitration shall be administered by
JAMS  pursuant  to  the  Commercial  Arbitration  Rules  ("Rules")  of  American
Arbitration Association (the "AAA") in effect as of the date of execution of the
Assignment,  except  that (i) the fees for filing the  arbitration  and for case
management and administration of the arbitration shall be those required by JAMS
and not those  listed in the Rules,  and (ii) if the Parties are unable to agree
on an  arbitrator  within 21 days of the filing of the  arbitration  claim,  the
procedure  in Rules R-11 shall be used,  except  that the  arbitrators  shall be
appointed  using a list  provided  by JAMS  from the  JAMS  national  roster  of
arbitrators.  The  arbitrators  shall follow the terms of this Agreement and the
applicable law, including without limitation,  the attorney-client privilege and
the attorney work product doctrine. The arbitrators shall issue a reasoned Award
in  writing  not more  than 45 days  after  the  conclusion  of the  arbitration
hearing.  The  administrative  costs  of the  arbitration  will be  borne by the

                                       23
<PAGE>

non-prevailing  party (as  determined by the  arbitrator)  as part of the award.
Nothing in this  Section  16.1 is intended  to limit any  Party's  right to seek
equitable  relief,  including  a temporary  restraining  order,  an  injunction,
specific performance, and any other relief that may be available from a court of
competent jurisdiction.

16.2 All arbitration proceedings, including testimony or evidence exchanged by
the Parties or provided during the hearing, shall be kept confidential. However,
the award issued by the arbitrator pursuant to the terms of this Agreement may
be submitted for enforcement to and confirmed by the United States District
Court for the Southern District of New York or any court possessing jurisdiction
within the federal judicial district which includes the residence of the Party
against whom such award was entered.

16.3 Prior to appointment of the arbitrator,  either Party may commence judicial
proceedings in the United States District Court for the Southern District of New
York,  or in any court  possessing  jurisdiction  within  the  federal  judicial
district  which  includes  the  residence  of the Party  against  whom relief is
sought, to obtain  preliminary  relief,  including  injunctive  relief,  for the
purposes of: (i) enforcement of this arbitration provision;  (ii) preserving the
status quo pending the  appointment of the arbitrator;  or (iii)  preventing the
disbursement  by any Person of disputed  funds  pending the  appointment  of the
arbitrator.  Nothing  herein  will be  construed  to  prevent a  Party's  use of
bankruptcy,   receivership,   injunction,   repossession,  replevin,  claim  and
delivery,  sequestration,  seizure,  attachment,  foreclosure,  and/or any other
prejudgment or provisional  action or remedy  relating to any Collateral for any
current or future  debt owed by either  Party to the other.  Any such  action or
remedy will not waive a Party's right to compel arbitration of any dispute.

16.4 Survival after  Termination.  The provisions of Sections 9, 10, 11, 15, 16,
17 and 18 of this Agreement shall survive the termination of this Agreement.

17.0 Foreclosure on Collateral. Without limiting the other provisions of Section
16 of this Agreement  which provide  exclusively  that all disputes  between the
Parties will be  arbitrated,  Assignee shall have the right to take action under
the applicable provisions of the law of the jurisdiction where the Collateral is
located from time to time to enforce its rights in and to and to foreclose  upon
the  Collateral.  In any action under this  Section,  the Parties agree that any
court in which such relief is sought shall  determine the  availability  of such
relief  without  regard to any claims or  defenses  that may be  asserted by the
other  Party  (other than  claims or  defenses  directly  relating to the relief
sought).  The Parties agree that any such claims and defenses  shall be referred
to the exclusive  jurisdiction  of the arbitrator  under Section 16 and that the
court shall not defer or delay granting a remedy while any such litigation takes
place.

18.0 Confidentiality.

All  information   provided  pursuant  to  this  Agreement,   including  without
limitation,  any information provided pursuant to Section 5.9, shall be regarded
as  "Confidential  Information" by the receiving  party. The Parties agree that,
other  than as  required  by law,  they  shall  not  disclose  any  Confidential
Information and shall use the Confidential Information only for the purposes set

                                       24
<PAGE>

forth herein; provided that a party may disclose Confidential Information to its
affiliates and the directors,  officers, partners, members, managers, employees,
agents  or  advisors  of such  Party  and its  affiliates  who need to know such
information.  Assignee acknowledges and agrees that the Confidential Information
may contain material non-public information relating to Assignor, and provisions
of  applicable  securities  laws and/or  rules may  restrict or prohibit the use
and/or  disclosure  of such  information.  Assignee  agrees that it will not use
Confidential  Information  to trade in any  securities  of  Assignor  except  in
accordance with applicable securities laws.

19.0 Third-Party Beneficiary.

The  Parties  to this  Agreement  expressly  agree  that  Assignor  Counsel is a
third-party beneficiary of this Agreement to the extent it calls for the payment
of certain amounts to Assignor  Counsel and, as such,  Assignor  Counsel has the
right to enforce the payment  provisions of this  Agreement to such, and only to
such, extent.

                                    * * * * *


                                       25
<PAGE>


IN WITNESS  WHEREOF,  the Parties  hereto have  executed  this  Agreement  to be
effective as of the date first set forth above.  This  Agreement is entered into
in New York, New York.

                                    CEL-SCI CORPORATION

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


                                    LAKE WHILLANS VEHICLE I LLC

                                    By: Lake Whillans Capital Partners LLC, its
                                        Managing Member

                                   By: /s/ Boaz Weinstein
                                      ----------------------
                                   Name: Boaz Weinstein
                                   Title: Principal








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</TEXT>
</DOCUMENT>
