<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>2
<FILENAME>form8kdawsonex11oct-15.txt
<DESCRIPTION>EXH 1.1 - DAWSON JAMES PLACEMENT AGENT AGREE
<TEXT>
                                   EXHIBIT 1.1




<PAGE>

                           PLACEMENT AGENCY AGREEMENT

Dawson James Securities, Inc.
1 North Federal Highway
Boca Raton, Florida 33432
                                                                October 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.

     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 eight percent (8%)
     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").

     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 NYSE MKT;  (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
     Investors; 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.

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 17,910,447  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 17,910,447  shares of Common Stock at
an exercise  price of $0.67 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 $0.67 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 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

                                       2
<PAGE>

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. 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  October  30,  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 its 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:

     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

                                       3
<PAGE>

               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 I 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.

          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.

                                       4
<PAGE>

     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 set forth in
     the Disclosure  Package) 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, 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.

                                       5
<PAGE>

     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
     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

                                       6
<PAGE>

     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)
     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 I
     hereto,  and any  electronic  road show relating to the public  offering of

                                       7
<PAGE>

     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.

     X.  Each  of  the  Securities  conform  in  all  material  respects  to the
     description thereof contained in the Registration Statement, the Prospectus

                                       8
<PAGE>

     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 the
     Prospectus  and the  Disclosure  Package or such as do not  materially  and

                                       9
<PAGE>

     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

                                       10
<PAGE>

     no legal or governmental proceedings, contracts, leases, or other 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

                                       11
<PAGE>

     as  disclosed  in  the  Registration  Statement,  the  Prospectus  and  the
     Disclosure  Package,  the Company has not received  any written  notices or
     statements  from the FDA, the  European  Medicines  Agency  ("EMEA") or any
     other governmental agency or authority imposing,  requiring,  requesting or
     suggesting   a  clinical   hold,   termination,   suspension   or  material
     modification  for or of any  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

                                       12
<PAGE>

     Company's   knowledge,   it  has  not  infringed  or  misappropriated   the
     Intellectual  Property Rights of any third parties,  which  infringement or
     misappropriation  would, if the subject of an unfavorable decision,  ruling
     or  finding,   have  a  Material  Adverse  Effect.   The  Company  and  its
     Subsidiaries  have  taken  reasonable  security  measures  to  protect  the
     secrecy,  confidentiality  and value of all of their Intellectual  Property
     Rights,  except where  failure to do so could not,  individually  or in the
     aggregate, reasonably be expected to have a Material Adverse Effect.

     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

                                       13
<PAGE>

     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.

     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, 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.

                                       14
<PAGE>

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

     BBB.  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.

     CCC.  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").

     DDD. 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.

     EEE. 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.

     FFF.  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").

     GGG. 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, their affiliates

                                       15
<PAGE>

     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.

     HHH. 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.

     III. 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.

     JJJ.  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.

     KKK. 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>

     LLL.  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,  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  counsel
               and from Hahn & Voight PLLC,  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.

                                       17
<PAGE>

          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  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
               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 10-Q for the quarter  ended June 30, 2015,
               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 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

                                       18
<PAGE>

     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
     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

                                       19
<PAGE>

     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,
     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

                                       20
<PAGE>

     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
     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

                                       21
<PAGE>

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
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.

                                       22
<PAGE>

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
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  Agent, 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 the  Placement  Agent,  any  person  who
controls  the  Placement  Agent  within the meaning of either  Section 15 of the
Securities  Act or  Section  20 of the  Exchange  Act  or any  affiliate  of the
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 the 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

                                       23
<PAGE>

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,
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.

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 representatives,  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,  is not an agent
of, and owes 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 CORPORATION

By: /s/ Geert Kersten
    --------------------------
Name: Geert 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

                  Issuer General Use Free Writing Prospectuses

None.









                                       26


</TEXT>
</DOCUMENT>
