<SEC-DOCUMENT>0001004878-15-000297.txt : 20151023
<SEC-HEADER>0001004878-15-000297.hdr.sgml : 20151023
<ACCEPTANCE-DATETIME>20151023163216
ACCESSION NUMBER:		0001004878-15-000297
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20151022
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20151023
DATE AS OF CHANGE:		20151023

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CEL SCI CORP
		CENTRAL INDEX KEY:			0000725363
		STANDARD INDUSTRIAL CLASSIFICATION:	BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
		IRS NUMBER:				840916344
		STATE OF INCORPORATION:			CO
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-11889
		FILM NUMBER:		151173190

	BUSINESS ADDRESS:	
		STREET 1:		8229 BOONE BLVD .
		STREET 2:		SUITE 802
		CITY:			VIENNA
		STATE:			VA
		ZIP:			22182
		BUSINESS PHONE:		7035069460

	MAIL ADDRESS:	
		STREET 1:		8229 BOONE BLVD.
		STREET 2:		SUITE 802
		CITY:			VIENNA
		STATE:			VA
		ZIP:			22182

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	INTERLEUKIN 2 INC
		DATE OF NAME CHANGE:	19880317
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8k101dawson10-15.txt
<DESCRIPTION>8-K DAWSON JAMES PLCMT AGENT AGREE
<TEXT>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934
       Date of Report (Date of earliest event reported): October 22, 2015

                               CEL-SCI CORPORATION
                      -----------------------------------
             (Exact name of registrant as specified in its charter)


         Colorado                      001-11889                 84-0916344
  ------------------------          ----------------          ---------------
(State or other jurisdiction      (Commission File No.)     (IRS Employer
     of incorporation)                                       Identification No.)

                              8229 Boone Blvd. #802
                                Vienna, VA 22182
                 -----------------------------------------------
          (Address of principal executive offices, including Zip Code)


       Registrant's telephone number, including area code: (703) 506-9460

                                       N/A
                 -----------------------------------------------
          (Former name or former address if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
    CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b)

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-14c))

<PAGE>

Item 1.01   Entry Into a Material Definitive Agreement.

     On October 22, 2015,  CEL-SCI  Corporation (the "Company") and Dawson James
Securities,  Inc. entered into a Placement Agent Agreement (the "Placement Agent
Agreement")  whereby the Company will issue and sell up to 17,910,447  shares of
the Company's  common stock, as well as warrants to purchase up to an additional
17,910,447  shares of common  stock.  Each  share of common  stock is being sold
together  with a  warrant  for the  combined  purchase  price  of  $0.67,  minus
underwriting   commissions.   The  common  stock  and  warrants   will  separate
immediately.  The warrants are immediately exercisable and expire on October 28,
2020.  Each warrant  entitles the holder to purchase one share of the  Company's
common  stock at a price of $0.67 per share.  No market  exists for the warrants
and a market for the  warrants  is not  expected  to  develop.  The  offering is
expected to close on or about  October 28, 2015,  subject to  customary  closing
conditions.

     The net  proceeds  from the  offering,  assuming  all shares  and  warrants
offered are sold, are expected to be approximately $10,940,000,  after deducting
the underwriting commissions and estimated expenses payable by the Company.

     The  Placement  Agent   Agreement   contains   customary   representations,
warranties,  and agreements by the Company, and customary conditions to closing,
indemnification  obligations of the Company and the Placement  Agent,  including
for liabilities under the Securities Act of 1933, as amended,  other obligations
of the parties, and termination provisions. The representations,  warranties and
covenants contained in the Placement Agent Agreement were made only for purposes
of such agreement and as of specific  dates,  were solely for the benefit of the
parties to such agreement,  and may be subject to limitations agreed upon by the
contracting  parties.  These  representations,  warranties and covenants are not
factual information to investors about the Company.

     The  offering is being made  pursuant  to the  Registration  Statement  and
Prospectus  Supplement  discussed  below under Item 8.01.  The  Placement  Agent
Agreement is filed as Exhibit 1.1 to this Current Report, and the description of
the terms of the  Placement  Agent  Agreement  is  qualified  in its entirety by
reference to such exhibit. A copy of the opinion of Hart & Hart, LLC relating to
the legality of the issuance and sale of the shares and warrants in the offering
is attached as Exhibit 5 hereto.

     On October 22, 2015, the Company issued a press release  announcing that it
had commenced the offering.  A copy of this press release is attached as Exhibit
99.1.  October 23, 2015, the Company issued a press release  announcing  that it
had priced the  offering.  A copy of the press  release is  attached  as Exhibit
99.2.

Item 8.01   Other Events.

     On  October  23,  2015,  the  Company  filed with the  Securities  Exchange
Commission  (the   "Commission")  a  prospectus   supplement  (the   "Prospectus
Supplement")  to the  prospectus  (the  "Prospectus")  included  as  part of the
Company's   registration  statement  on  Form  S-3  declared  effective  by  the
Commission on July 8, 2014 (File No. 333-196243) (the "Registration Statement"),

                                       2
<PAGE>

pursuant to which the Company will sell up to 17,910,447 shares of the Company's
common  stock,  as well as warrants to purchase up to an  additional  17,910,447
shares of common stock.

     Prospective   investors  should  read  the  Registration   Statement,   the
Prospectus  dated July 8, 2014 which was filed  with the  Commission  on May 23,
2014, and the Prospectus Supplement, and all documents incorporated by reference
by the foregoing.

Item 9.01   Financial Statements and Exhibits.

(d) Exhibits.

Exhibits     Description
--------     -----------

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

5            Opinion of Hart & Hart, LLC

10(eee)      Form of Warrant Agent Agreement

23           Consent of Hart & Hart, LLC

99.1         Press Release dated October 22, 2015.

99.2         Press Release dated October 23, 2015.

                                       3
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


Date:  October 23, 2015
                                      CEL-SCI CORPORATION



                                      By: Patricia B. Prichep
                                         -----------------------------------
                                         Patricia B. Prichep
                                         Senior Vice President of Operations



                                       4

</TEXT>
</DOCUMENT>
<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>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>form8kdawsonex5oct-15.txt
<DESCRIPTION>EXH. 5 - H&H OPINION
<TEXT>

                                    EXHIBIT 5




<PAGE>


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

                                October 22, 2015


CEL-SCI Corporation
8229 Boone Boulevard, Suite 802
Vienna, Virginia  22182

     This letter will  constitute  our opinion  upon the legality of the sale by
CEL-SCI Corporation, a Colorado corporation ("CEL-SCI"), of:

     o    up to 17,910,447 shares of common stock;

     o    warrants to purchase up to 17,910,447 shares of common stock;

     o    up to 17,910,447 shares of common stock issuable upon the exercise of
          the warrants;

all as  referred  to in  the  Registration  Statement  on  Form  S-3  (File  No.
333-196243)(the "Registration Statement") filed with the Securities and Exchange
Commission,  declared  effective by the Securities and Exchange  Commission (the
"Commission")   on  July  8,  2014,   the  prospectus   included   therein  (the
"Prospectus")  and  the  prospectus  supplement,  dated  Octoer  23,  2015  (the
"Prospectus  Supplement"),  filed with the Commission pursuant to Rule 424(b) of
the rules and  regulations  of the  Securities  Act. The  Prospectus  Supplement
pertains to an underwritten  offering (the "Offering") pursuant to the Placement
Agent  Agreement  dated  October 22, 2015  between the Company and Dawson  James
Securities, Inc.

     We have examined the Articles of Incorporation,  the Bylaws and the minutes
of the  Board of  Directors  of  CEL-SCI,  the  applicable  laws of the State of
Colorado, and a copy of the Registration Statement. In our opinion:

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

                                       1
<PAGE>

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

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

                                          Very truly yours,

                                          HART & HART, LLC

                                          /s/  William T. Hart

                                          William T. Hart




                                       2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>form8kdawsonex10eeeoct-15.txt
<DESCRIPTION>EXH. 10(EEE) - WARRANT AGENT AGREE
<TEXT>


                                 EXHIBIT 10(eee)




<PAGE>

                             WARRANT AGENT AGREEMENT

     This  Agreement,   dated  as  of  October  __,  2015,  is  between  CEL-SCI
Corporation,  a Colorado corporation (the "Company"),  and Computershare Inc., a
Delaware  corporation   ("Computershare"),   and  its  wholly  owned  subsidiary
Computershare  Trust Company N.A., a federally chartered trust company (together
with Computershare, collectively, the "Warrant Agent").

     WHEREAS, the Company has previously sold to public investors warrants ("the
Warrants")  to purchase up to 17,910,447  shares of the  Company's  common stock
(the  "Common  Stock").  Each  Warrant is  exercisable  to purchase one share of
Common Stock upon the terms and  conditions and subject to adjustment in certain
circumstances, all as set forth in this Agreement.

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

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

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

     1.   Warrants. Each Warrant will entitle the registered holder of a Warrant
          to  purchase  from the  Company  one  share of  Common  Stock  (each a
          "Share," collectively,  the "Shares") at $0.67 per Share. The exercise
          price for the Warrant is referred to herein as the  "Exercise  Price."
          The Exercise Price is subject to adjustments as provided in Section 12
          hereof.  A Warrant  Holder may  exercise all or any number of Warrants
          resulting in the  purchase of a whole  number of Shares.  The terms of
          the  Warrants  are shown on  Exhibit A. With  respect  to the  rights,
          duties, obligations and liabilities of the Warrant Agent, in the event
          of any conflict or inconsistency  between this Agreement and the terms
          of the Warrants,  the provisions of this Agreement shall govern in all
          respects.  With  respect  to  the  rights,  duties,   obligations  and
          liabilities  of any  other  person or entity  other  than the  Warrant
          Agent,  in the event of any  inconsistency  between this Agreement and
          the terms of the  Warrants,  as set forth on  Exhibit  A, the  Warrant
          terms will control.

     2.   Exercise  Period.  The Warrants may be exercised on or before  October
          28, 2020 (the "Expiration Date") pursuant to Section 6 hereof.

                                       1
<PAGE>

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

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

     5.   Registration of Transfer and Exchanges.

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

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

                                       2
<PAGE>
     6.   Exercise of Warrants.

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

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

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

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

                                       3
<PAGE>

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

               All funds received by Computershare under this Agreement that are
               to be distributed or applied by  Computershare in the performance
               of  its  duties   hereunder   (the  "Funds")  shall  be  held  by
               Computershare  as agent for the Company and  deposited  in one or
               more bank accounts to be maintained by  Computershare in its name
               as agent for the  Company.  Until paid  pursuant  to the terms of
               this  Agreement,  Computershare  will hold the Funds through such
               accounts in:  deposit  accounts of  commercial  banks with Tier 1
               capital  exceeding  $1 billion or with an  average  rating  above
               investment grade by S&P (LT Local Issuer Credit Rating),  Moody's
               (Long Term Rating) and Fitch  Ratings,  Inc.  (LT Issuer  Default
               Rating)   (each  as  reported   by   Bloomberg   Finance   L.P.).
               Computershare  shall have no  responsibility or liability for any
               diminution  of the Funds that may result from any deposit made by
               Computershare  in accordance with this  paragraph,  including any
               losses   resulting   from  a  default  by  any  bank,   financial
               institution or other third party.  Computershare may from time to
               time receive interest,  dividends or other earnings in connection
               with such deposits.  Computershare  shall not be obligated to pay
               such interest,  dividends or earnings to the Company,  any holder
               or any other party.

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

          (g)  In the event that a Warrant Holder elects a cashless  exercise of
               Warrants, the Company shall be solely responsible for calculating
               the  number of Common  Stock  issuable  in  connection  with such
               cashless  exercise  and  transmitting  such  calculation  to  the
               Warrant  Agent in a written  notice,  and the Warrant Agent shall
               have no  duty,  responsibility  or  obligation  to  calculate  or

                                       4
<PAGE>

               determine the number of Common Stock issuable in connection  with
               any such cashless exercise,  or to investigate or confirm whether
               the  Company's  calculation  or  determination  of the  number of
               Shares to be issued in connection with any such cashless exercise
               is accurate or  correct.  The Warrant  Agent shall be entitled to
               rely  conclusively  on any such  written  notice  provided by the
               Company,  including the calculations and determinations contained
               therein, and the Warrant Agent shall not be liable for any action
               taken,  suffered or omitted to be taken by it in accordance  with
               such  written  instructions,   while  waiting  for  such  written
               instructions, or pursuant to this Agreement.

          (h)  In the event of a cash exercise, the Company hereby instructs the
               Warrant  Agent to record  cost basis for newly  issued  shares as
               follows:  [issuer to fill in calculation method]. In the event of
               a cashless  exercise,  the Company  shall  provide cost basis for
               shares  issued  pursuant  to a cashless  exercise at the time the
               Company  confirms  the  number  of  Warrant  Shares  issuable  in
               connection  with  the  cashless  exercise  to the  Warrant  Agent
               pursuant to Section 2(c) hereof.

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

     8.   Taxes. The Company will, from time to time, promptly pay all taxes and
          charges  attributable to the initial  issuance of Shares upon exercise
          of Warrants.  The Company shall not,  however,  be required to pay any
          tax or charge that may be payable in  connection  with or with respect
          to any transfer  involved in any issue of Warrant  Certificates  or in
          the issuance of any certificates of Shares in the name of anyone other
          than that of the Warrant Holder;  such taxes or charges to be the sole
          responsibility and obligation of the Warrant Holder. The Warrant Agent
          shall have no duty or  obligation to take any action under any section
          of this  Agreement  that  requires  the  payment of taxes or  charges,
          including  but not  limited to this  Section  8,  unless and until the
          Warrant  Agent is satisfied  that all such taxes  and/or  charges have
          been paid.

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

                                       5
<PAGE>

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

     11.  Governmental Restrictions. If any Shares issuable upon the exercise of
          Warrants   require   registration  or  approval  of  any  governmental
          authority, the Company will use all commercially reasonable efforts to
          cause such Shares to be duly registered,  or approved, as the case may
          be,  and,  to  the  extent  practicable,   take  all  such  action  in
          anticipation of and prior to the exercise of the Warrants,  including,
          without  limitation,  filing any and all post-effective  amendments to
          the Company's  Registration  Statement on Form S-3  (Registration  No.
          333-196243)  necessary  to  permit a  public  offering  of the  Shares
          underlying  the  Warrants at any and all times during the term of this
          Agreement;  provided,  however,  that in no event shall such Shares be
          issued,  and the Company is authorized to refuse to honor the exercise
          of any Warrant,  if such exercise would result,  in the opinion of the
          Company's Board of Directors, upon advice of counsel, in the violation
          of any law. The Company shall  provide  prompt  written  notice of any
          such determination  made by the Company.  Until such written notice is
          received  by  the  Warrant  Agent,   the  Warrant  Agent  may  presume
          conclusively for all purposes that no such determination has been made
          by the Company.

     12.  Adjustments.

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

          (b)  In the event of a capital reorganization or a reclassification of
               the Common Stock  (except as provided in Subsection  12(a)),  any
               Warrant Holder, upon exercise of the Warrants,  shall be entitled
               to receive,  in  substitution  for the Common  Stock to which the
               Warrant   Holder  would  have  become   entitled   upon  exercise
               immediately prior to such reorganization or reclassification, the
               shares (of any class or classes) or other  securities or property
               of the  Company  (or cash)  that he would have been  entitled  to
               receive  at  the  same   aggregate   Exercise   Price  upon  such
               reorganization  or  reclassification  if such  Warrants  had been

                                       6
<PAGE>

               exercised  immediately  prior to the record date with  respect to
               such  event;  and in any such  case,  appropriate  provision  (as
               determined  by the  Board  of  Directors  of the  Company,  whose
               determination  shall be  conclusive  and shall be  evidenced by a
               certified Board resolution filed with the Warrant Agent) shall be
               made for the  application  of this Section 12 with respect to the
               rights and interests thereafter of the Warrant Holders (including
               but not limited to the  allocation of the Exercise  Price between
               or among  shares of classes of  capital  stock),  to the end that
               this  Section  12  (including  the  adjustments  of the number of
               Shares or other  securities  purchasable  and the Exercise  Price
               thereof) shall  thereafter be reflected,  as nearly as reasonably
               practicable,  in all subsequent exercises of the Warrants for any
               shares or  securities  or other  property  (or  cash)  thereafter
               deliverable upon the exercise of the Warrants.

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

          (d)  The Warrant Agent shall have no  obligation  under any Section of
               this  Agreement to  calculate  any of the  adjustments  set forth
               herein.  The Warrant Agent shall be entitled to rely conclusively
               on, and shall be fully protected in relying on, any  certificate,
               notice or  instructions  provided by the Company  with respect to
               any  adjustment  of the  Exercise  Price or the  number of shares
               issuable upon exercise of a Warrant,  or any related matter,  and
               the  Warrant  Agent  shall not be liable  for any  action  taken,
               suffered or omitted to be taken by it in accordance with any such
               certificate,  notice or  instructions or pursuant to this Warrant
               Agreement.  The  Warrant  Agent  shall  not  be  deemed  to  have
               knowledge of any such  adjustment  unless and until it shall have
               received written notice thereof from the Company.

          (e)  The Company  hereby agrees that it will provide the Warrant Agent
               with reasonable notice of adjustment events set forth herein. The
               Company  further agrees that it will provide to the Warrant Agent
               with any new or amended  exercise terms.  The Warrant Agent shall
               have  no  obligation  under  any  Section  of this  Agreement  to
               determine  whether an  Adjustment  Event or an event set forth in

                                       7
<PAGE>

               Sections   4.8  and  4.9  has   occurred  or  are   scheduled  or
               contemplated  to occur or to calculate any of the adjustments set
               forth in this Agreement.

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

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

     15.  Rights of Warrant Holders.  No Warrant Holder, as such, shall have any
          rights of a stockholder of the Company,  either at law or equity,  and
          the  rights of the  Warrant  Holders,  as such,  are  limited to those
          rights expressly provided in the Warrant Certificate.  The Company and

                                       8
<PAGE>

          the Warrant Agent may treat the  registered  Warrant Holder in respect
          of  any  Warrant  as the  absolute  owner  thereof  for  all  purposes
          notwithstanding any notice to the contrary.

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

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

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

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

          (d)  From time to time, the Company may provide the Warrant Agent with
               written  instructions  concerning the services to be performed by
               the Warrant Agent hereunder. In addition, at any time the Warrant
               Agent  may  apply  to any  officer  of the  Company  for  written

                                       9
<PAGE>

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

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

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

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

                                       10
<PAGE>

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

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

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

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

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

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

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

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

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

                                       11
<PAGE>

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

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

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

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

                                       12
<PAGE>

     19.  Opinion of Counsel.

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

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

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

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

                     To the Company:

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

                     With copy to:

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

                     To the Warrant Agent:

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

          Except as  otherwise  provided in this  Agreement,  any  distribution,
          notice or demand  required or authorized by this Agreement to be given
          or made by the  Company  or the  Warrant  Agent  to or on the  Warrant
          Holders  shall be  sufficiently  given or made if sent to the  Warrant

                                       13
<PAGE>

          Holders  at their  last known  addresses  as they shall  appear on the
          registration  books for the  Warrant  Certificates  maintained  by the
          Warrant Agent.

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

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

     23.  Termination.  This Agreement  shall terminate at the close of business
          on the  Expiration  Date, or such earlier date upon which all Warrants
          have  been  exercised,  provided,  however,  that if  exercise  of the
          Warrants  is  suspended  and  such   suspension   continues  past  the
          Expiration  Date,  this  Agreement  shall  terminate  at the  close of
          business on the business day  immediately  following the expiration of
          such  suspension.  The  provisions  of  Sections  16,  24 and 25,  and
          Sections  27  through  31,  shall  survive  the  termination  of  this
          Agreement.

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

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

     26.  Signatures/Counterparts.  This Agreement may be executed in any number
          of counterparts,  including  signatures  delivered by electronic means
          (e.g., PDF or facsimile),  and each of such counterparts shall for all
          purposes be deemed to be an original and all such  counterparts  shall

                                       14
<PAGE>

          together  constitute but one and the same  instrument.  A signature to
          this  Agreement   transmitted   electronically  shall  have  the  same
          authority, effect, and enforceability as an original signature.

     27.  Indemnification.

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

          (b)  From time to time, the Company may provide the Warrant Agent with
               written  instructions  concerning the express  obligations of and
               services  performed by the Warrant Agent hereunder.  In addition,
               at any time Warrant Agent may apply to any officer of Company for
               instruction, and may consult with legal counsel for Warrant Agent
               (including  an  employee of the  Warrant  Agent) or Company  with
               respect to any matter  arising out of or in connection  with such
               obligations  and  services.  The Warrant Agent and its agents and
               subcontractors  shall not be liable and shall be  indemnified  by
               Company  for any action  taken or  omitted  by  Warrant  Agent in
               reliance  upon any  Company  instructions  or upon the  advice or
               opinion of such counsel.  Warrant Agent shall not be held to have
               notice of any change of authority of any person, until receipt of
               written notice thereof from Company.

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

                                       15
<PAGE>

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

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

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

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

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

                                       16
<PAGE>

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


CEL-SCI CORPORATION


By:
   ---------------------------
Name: Patricia B. Prichep
Title: Senior Vice President of Operations


COMPUTERSHARE INC.


By:
   ---------------------------
Name: Michael Legregin
Title: Corporate Actions Manager



COMPUTERSHARE TRUST COMPANY N.A.


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


                                       17
<PAGE>




                                    EXHIBIT A




<PAGE>


                                                                       EXHIBIT A

                               CEL-SCI CORPORATION
                                SERIES W WARRANTS
                                      TERMS

                                         Initial Exercise Date: October 28, 2015

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

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

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

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

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

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

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

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

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

                                       1
<PAGE>

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

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

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

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

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

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

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

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

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

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

                                       2
<PAGE>

Stock as determined by an  independent  appraiser  selected in good faith by the
Holder and reasonably  acceptable to the Company, the fees and expenses of which
shall be paid by the Company.

     Section 2. Exercise.

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

          b) Exercise  Price.  The exercise  price per share of the Common Stock
     under this Warrant  shall be $0.67,  subject to adjustment  hereunder  (the
     "Exercise Price").

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

                                       3
<PAGE>

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

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

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

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

          d) Mechanics of Exercise.

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

                                       4
<PAGE>

               ii. Delivery of New Warrants Upon Exercise. If this Warrant shall
          have been exercised in part,  the Company  shall,  at the request of a
          Holder and upon surrender of this Warrant certificate,  at the time of
          delivery  of the Warrant  Shares,  deliver to the Holder a new Warrant
          evidencing  the  rights of the  Holder  to  purchase  the  unpurchased
          Warrant Shares called for by this Warrant,  which new Warrant shall in
          all other respects be identical with this Warrant.

               iii.  Rescission  Rights.  If the  Company  fails  to  cause  the
          Transfer Agent to transmit to the Holder the Warrant  Shares  pursuant
          to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder
          will have the right to rescind such exercise.

               iv.  Compensation for Buy-In on Failure to Timely Deliver Warrant
          Shares Upon Exercise. In addition to any other rights available to the
          Holder,  if the Company fails to cause the Transfer  Agent to transmit
          to the Holder the Warrant Shares  pursuant to an exercise on or before
          the Warrant Share  Delivery Date, and if after such date the Holder is
          required by its broker to purchase (in an open market  transaction  or
          otherwise) or the Holder's brokerage firm otherwise purchases,  shares
          of Common Stock to deliver in  satisfaction of a sale by the Holder of
          the Warrant  Shares which the Holder  anticipated  receiving upon such
          exercise (a  "Buy-In"),  then the Company shall (A) pay in cash to the
          Holder the amount,  if any, by which (x) the Holder's  total  purchase
          price  (including  brokerage  commissions,  if any) for the  shares of
          Common  Stock  so  purchased   exceeds  (y)  the  amount  obtained  by
          multiplying  (1) the number of Warrant  Shares  that the  Company  was
          required to deliver to the Holder in  connection  with the exercise at
          issue times (2) the price at which the sell order  giving rise to such
          purchase obligation was executed, and (B) at the option of the Holder,
          either  reinstate the portion of the Warrant and equivalent  number of
          Warrant  Shares for which such exercise was not honored (in which case
          such exercise shall be deemed  rescinded) or deliver to the Holder the
          number of shares of Common  Stock that would have been  issued had the
          Company  timely  complied  with its exercise and delivery  obligations
          hereunder.  For example, if the Holder purchases Common Stock having a
          total  purchase  price of $11,000 to cover a Buy-In with respect to an
          attempted  exercise of shares of Common Stock with an  aggregate  sale
          price giving rise to such purchase obligation of $10,000, under clause
          (A) of  the  immediately  preceding  sentence  the  Company  shall  be
          required  to pay the Holder  $1,000.  The  Holder  shall  provide  the
          Company written notice indicating the amounts payable to the Holder in
          respect of the Buy-In and,  upon request of the  Company,  evidence of
          the amount of such loss.  Nothing  herein shall limit a Holder's right
          to pursue any other remedies  available to it hereunder,  at law or in
          equity including, without limitation, a decree of specific performance

                                       5
<PAGE>

          and/or  injunctive  relief with  respect to the  Company's  failure to
          timely  deliver shares of Common Stock upon exercise of the Warrant as
          required pursuant to the terms hereof.

               v. No Fractional  Shares or Scrip. No fractional  shares or scrip
          representing  fractional  shares  shall be issued upon the exercise of
          this  Warrant.  As to any  fraction of a share which the Holder  would
          otherwise  be  entitled to purchase  upon such  exercise,  the Company
          shall,  at its  election,  either pay a cash  adjustment in respect of
          such final fraction in an amount equal to such fraction  multiplied by
          the Exercise Price or round up to the next whole share.

               vi. Charges, Taxes and Expenses. Issuance of Warrant Shares shall
          be made without  charge to the Holder for any issue or transfer tax or
          other  incidental  expense in respect of the  issuance of such Warrant
          Shares,  all of which taxes and expenses shall be paid by the Company,
          and such  Warrant  Shares shall be issued in the name of the Holder or
          in such  name or names as may be  directed  by the  Holder;  provided,
          however,  that in the event Warrant  Shares are to be issued in a name
          other than the name of the Holder,  this Warrant when  surrendered for
          exercise shall be accompanied by the Assignment  Form attached  hereto
          duly  executed  by the  Holder  and  the  Company  may  require,  as a
          condition thereto, the payment of a sum sufficient to reimburse it for
          any  transfer  tax  incidental  thereto.  The  Company  shall  pay all
          Transfer Agent fees required for same-day  processing of any Notice of
          Exercise.

               vii. Closing of Books. The Company will not close its stockholder
          books or records in any manner which  prevents the timely  exercise of
          this Warrant, pursuant to the terms hereof.

          e) Holder's  Exercise  Limitations.  The Company  shall not effect any
     exercise of this Warrant, and a Holder shall not have the right to exercise
     any portion of this  Warrant,  pursuant to Section 2 or  otherwise,  to the
     extent that after  giving  effect to such  issuance  after  exercise as set
     forth on the applicable  Notice of Exercise,  the Holder (together with the
     Holder's Affiliates,  and any other Persons acting as a group together with
     the Holder or any of the Holder's  Affiliates),  would  beneficially own in
     excess of the  Beneficial  Ownership  Limitation  (as defined  below).  For
     purposes of the  foregoing  sentence,  the number of shares of Common Stock
     beneficially  owned by the  Holder and its  Affiliates  shall  include  the
     number of shares of Common  Stock  issuable  upon  exercise of this Warrant
     with respect to which such  determination  is being made, but shall exclude
     the  number of shares of Common  Stock  which  would be  issuable  upon (i)
     exercise  of  the   remaining,   nonexercised   portion  of  this   Warrant
     beneficially owned by the Holder or any of its Affiliates and (ii) exercise
     or  conversion  of the  unexercised  or  nonconverted  portion of any other
     securities of the Company (including,  without limitation, any other Common
     Stock  Equivalents)  subject to a  limitation  on  conversion  or  exercise
     analogous to the  limitation  contained  herein  beneficially  owned by the
     Holder  or any of its  Affiliates.  Except  as set  forth in the  preceding
     sentence,  for purposes of this Section 2(e), beneficial ownership shall be

                                       6
<PAGE>

     calculated  in  accordance  with Section  13(d) of the Exchange Act and the
     rules and regulations promulgated thereunder,  it being acknowledged by the
     Holder  that the  Company  is not  representing  to the  Holder  that  such
     calculation is in compliance with Section 13(d) of the Exchange Act and the
     Holder is solely  responsible  for any  schedules  required  to be filed in
     accordance  therewith.  To the extent that the limitation contained in this
     Section  2(e)  applies,  the  determination  of  whether  this  Warrant  is
     exercisable (in relation to other  securities  owned by the Holder together
     with any  Affiliates)  and of which portion of this Warrant is  exercisable
     shall be in the sole  discretion  of the Holder,  and the  submission  of a
     Notice of  Exercise  shall be deemed to be the  Holder's  determination  of
     whether this Warrant is exercisable (in relation to other  securities owned
     by the Holder  together with any  Affiliates)  and of which portion of this
     Warrant is  exercisable,  in each case subject to the Beneficial  Ownership
     Limitation,  and the Company  shall have no obligation to verify or confirm
     the accuracy of such determination.  In addition, a determination as to any
     group status as  contemplated  above shall be determined in accordance with
     Section 13(d) of the Exchange Act and the rules and regulations promulgated
     thereunder. For purposes of this Section 2(e), in determining the number of
     outstanding  shares of Common  Stock,  a Holder  may rely on the  number of
     outstanding  shares of Common Stock as reflected in (A) the Company's  most
     recent periodic or annual report filed with the Commission, as the case may
     be, (B) a more  recent  public  announcement  by the  Company or (C) a more
     recent  written  notice by the Company or the Transfer  Agent setting forth
     the number of shares of Common Stock outstanding.  Upon the written or oral
     request of a Holder,  the Company  shall  within two Trading  Days  confirm
     orally and in  writing  to the Holder the number of shares of Common  Stock
     then outstanding.  In any case, the number of outstanding  shares of Common
     Stock shall be determined after giving effect to the conversion or exercise
     of securities of the Company,  including this Warrant, by the Holder or its
     Affiliates since the date as of which such number of outstanding  shares of
     Common Stock was reported.  The "Beneficial  Ownership Limitation" shall be
     4.99% of the number of shares of the Common Stock  outstanding  immediately
     after giving effect to the issuance of shares of Common Stock issuable upon
     exercise of this  Warrant.  The  Holder,  upon not less than 61 days' prior
     notice to the Company,  may increase or decrease the  Beneficial  Ownership
     Limitation  provisions of this Section 2(e),  provided that the  Beneficial
     Ownership  Limitation  in no event exceeds 9.99% of the number of shares of
     the  Common  Stock  outstanding  immediately  after  giving  effect  to the
     issuance of shares of Common  Stock upon  exercise of this  Warrant held by
     the Holder and the provisions of this Section 2(e) shall continue to apply.
     Any such  increase or  decrease  will not be  effective  until the 61st day
     after such notice is  delivered  to the  Company.  The  provisions  of this
     paragraph shall be construed and implemented in a manner  otherwise than in
     strict  conformity  with the terms of this  Section  2(e) to  correct  this
     paragraph (or any portion  hereof)  which may be defective or  inconsistent
     with the intended  Beneficial  Ownership  Limitation herein contained or to
     make changes or supplements  necessary or desirable to properly give effect
     to such limitation. The limitations contained in this paragraph shall apply
     to a successor holder of this Warrant.

                                       7
<PAGE>

     Section 3. Certain Adjustments.

          a) Stock Dividends and Splits. If the Company,  at any time while this
     Warrant is  outstanding:  (i) pays a stock  dividend or  otherwise  makes a
     distribution  or  distributions  on shares of its Common Stock or any other
     equity or equity  equivalent  securities  payable in shares of Common Stock
     (which,  for  avoidance  of doubt,  shall not  include any shares of Common
     Stock issued by the Company upon exercise of this Warrant), (ii) subdivides
     outstanding  shares of Common Stock into a larger  number of shares,  (iii)
     combines  (including by way of reverse stock split)  outstanding  shares of
     Common  Stock  into  a  smaller  number  of  shares,   or  (iv)  issues  by
     reclassification  of shares of the Common Stock any shares of capital stock
     of the Company, then in each case the Exercise Price shall be multiplied by
     a fraction of which the  numerator  shall be the number of shares of Common
     Stock (excluding  treasury shares, if any) outstanding  immediately  before
     such  event and of which the  denominator  shall be the number of shares of
     Common Stock  outstanding  immediately  after such event, and the number of
     shares  issuable  upon  exercise of this Warrant  shall be  proportionately
     adjusted  such that the  aggregate  Exercise  Price of this  Warrant  shall
     remain  unchanged.  Any adjustment made pursuant to this Section 3(a) shall
     become effective immediately after the record date for the determination of
     stockholders  entitled to receive such dividend or  distribution  and shall
     become  effective  immediately  after the  effective  date in the case of a
     subdivision, combination or re-classification.

          b) [RESERVED]

          c)  Subsequent  Rights  Offerings.  In  addition  to  any  adjustments
     pursuant to Section 3(a) above, if at any time the Company  grants,  issues
     or sells  any  Common  Stock  Equivalents  or  rights  to  purchase  stock,
     warrants,  securities or other  property pro rata to the record  holders of
     any class of  shares of Common  Stock  (the  "Purchase  Rights"),  then the
     Holder  will be  entitled to  acquire,  upon the terms  applicable  to such
     Purchase Rights,  the aggregate Purchase Rights which the Holder could have
     acquired  if the  Holder  had held the  number of  shares  of Common  Stock
     acquirable  upon complete  exercise of this Warrant  (without regard to any
     limitations  on  exercise  hereof,   including  without   limitation,   the
     Beneficial  Ownership  Limitation)  immediately  before the date on which a
     record is taken for the grant,  issuance or sale of such  Purchase  Rights,
     or, if no such record is taken,  the date as of which the record holders of
     shares of Common Stock are to be determined for the grant, issue or sale of
     such Purchase Rights  (provided,  however,  to the extent that the Holder's
     right to  participate in any such Purchase Right would result in the Holder
     exceeding the Beneficial Ownership Limitation, then the Holder shall not be
     entitled  to  participate  in  such  Purchase  Right  to  such  extent  (or
     beneficial  ownership  of such  shares of Common  Stock as a result of such
     Purchase Right to such extent) and such Purchase Right to such extent shall
     be held in abeyance for the Holder until such time,  if ever,  as its right
     thereto would not result in the Holder  exceeding the Beneficial  Ownership
     Limitation).

          d) Pro  Rata  Distributions.  During  such  time  as this  Warrant  is
     outstanding,  if the Company  shall  declare or make any  dividend or other
     distribution  of its assets (or rights to acquire its assets) to holders of

                                       8
<PAGE>

     shares  of  Common  Stock,  by  way  of  return  of  capital  or  otherwise
     (including,  without  limitation,  any distribution of cash, stock or other
     securities,   property  or  options  by  way  of  a  dividend,   spin  off,
     reclassification,  corporate rearrangement,  scheme of arrangement or other
     similar transaction) (a "Distribution"),  at any time after the issuance of
     this  Warrant,  then,  in each such case,  the Holder  shall be entitled to
     participate in such  Distribution  to the same extent that the Holder would
     have  participated  therein  if the Holder had held the number of shares of
     Common Stock  acquirable  upon complete  exercise of this Warrant  (without
     regard to any limitations on exercise hereof, including without limitation,
     the Beneficial Ownership Limitation) immediately before the date of which a
     record is taken for such Distribution,  or, if no such record is taken, the
     date as of which the  record  holders  of shares of Common  Stock are to be
     determined for the participation in such Distribution  (provided,  however,
     to  the  extent  that  the  Holder's  right  to  participate  in  any  such
     Distribution would result in the Holder exceeding the Beneficial  Ownership
     Limitation,  then the Holder shall not be entitled to  participate  in such
     Distribution  to such extent (or in the beneficial  ownership of any shares
     of Common  Stock as a result of such  Distribution  to such extent) and the
     portion of such  Distribution  shall be held in abeyance for the benefit of
     the Holder until such time,  if ever, as its right thereto would not result
     in the Holder exceeding the Beneficial Ownership Limitation).

          e)  Fundamental  Transaction.  If, at any time while  this  Warrant is
     outstanding,  (i)  the  Company,  directly  or  indirectly,  in one or more
     related  transactions  effects any merger or  consolidation  of the Company
     with or into  another  Person,  (ii) the Company,  directly or  indirectly,
     effects any sale, lease, license, assignment, transfer, conveyance or other
     disposition of all or substantially all of its assets in one or a series of
     related transactions, (iii) any, direct or indirect, purchase offer, tender
     offer or  exchange  offer  (whether  by the  Company or another  Person) is
     completed  pursuant to which holders of Common Stock are permitted to sell,
     tender or exchange their shares for other securities,  cash or property and
     has been accepted by the holders of 50% or more of the  outstanding  Common
     Stock,  (iv) the Company,  directly or  indirectly,  in one or more related
     transactions    effects    any    reclassification,    reorganization    or
     recapitalization  of the  Common  Stock or any  compulsory  share  exchange
     pursuant  to which  the  Common  Stock  is  effectively  converted  into or
     exchanged  for other  securities,  cash or  property,  or (v) the  Company,
     directly or indirectly,  in one or more related transactions  consummates a
     stock or share purchase agreement or other business combination (including,
     without limitation, a reorganization,  recapitalization, spin-off or scheme
     of arrangement)  with another Person or group of Persons whereby such other
     Person or group acquires more than 50% of the outstanding  shares of Common
     Stock (not including any shares of Common Stock held by the other Person or
     other Persons  making or party to, or  associated  or  affiliated  with the
     other Persons making or party to, such stock or share purchase agreement or
     other business combination) (each a "Fundamental Transaction"),  then, upon
     any subsequent exercise of this Warrant, the Holder shall have the right to
     receive,  for each Warrant  Share that would have been  issuable  upon such
     exercise   immediately   prior  to  the  occurrence  of  such   Fundamental
     Transaction,  at the option of the Holder (without regard to any limitation
     in Section 2(e) on the exercise of this  Warrant),  the number of shares of
     Common Stock of the successor or acquiring  corporation  or of the Company,

                                       9
<PAGE>

     if it is the surviving corporation,  and any additional  consideration (the
     "Alternate  Consideration")  receivable  as a  result  of such  Fundamental
     Transaction  by a holder of the number of shares of Common  Stock for which
     this  Warrant  is  exercisable   immediately   prior  to  such  Fundamental
     Transaction  (without  regard  to any  limitation  in  Section  2(e) on the
     exercise  of  this  Warrant).  For  purposes  of  any  such  exercise,  the
     determination  of the  Exercise  Price shall be  appropriately  adjusted to
     apply to such  Alternate  Consideration  based on the  amount of  Alternate
     Consideration  issuable  in  respect  of one share of Common  Stock in such
     Fundamental Transaction, and the Company shall apportion the Exercise Price
     among the Alternate  Consideration  in a reasonable  manner  reflecting the
     relative value of any different components of the Alternate  Consideration.
     If holders of Common Stock are given any choice as to the securities,  cash
     or property to be received in a  Fundamental  Transaction,  then the Holder
     shall be  given  the  same  choice  as to the  Alternate  Consideration  it
     receives  upon any  exercise of this  Warrant  following  such  Fundamental
     Transaction.  The Company shall cause any successor entity in a Fundamental
     Transaction  in which  the  Company  is not the  survivor  (the  "Successor
     Entity") to assume in writing all of the  obligations  of the Company under
     this Warrant and the other  Transaction  Documents in  accordance  with the
     provisions of this Section 3(e) pursuant to written  agreements in form and
     substance reasonably satisfactory to a majority of the Holders and approved
     by a majority of the Holders  (without  unreasonable  delay)  prior to such
     Fundamental  Transaction and shall, at the option of the Holder, deliver to
     the Holder in exchange for this Warrant a security of the Successor  Entity
     evidenced  by a  written  instrument  substantially  similar  in  form  and
     substance to this Warrant which is exercisable for a  corresponding  number
     of shares of capital stock of such Successor  Entity (or its parent entity)
     equivalent to the shares of Common Stock  acquirable  and  receivable  upon
     exercise of this Warrant (without regard to any limitations on the exercise
     of  this  Warrant)  prior  to such  Fundamental  Transaction,  and  with an
     exercise price which applies the exercise price hereunder to such shares of
     capital stock (but taking into account the relative  value of the shares of
     Common Stock pursuant to such Fundamental Transaction and the value of such
     shares of capital  stock,  such number of shares of capital  stock and such
     exercise  price being for the purpose of protecting  the economic  value of
     this Warrant  immediately  prior to the  consummation  of such  Fundamental
     Transaction),. Upon the occurrence of any such Fundamental Transaction, the
     Successor Entity shall succeed to, and be substituted for , the Company (so
     that  from  and  after  the  date  of  such  Fundamental  Transaction,  the
     provisions of this Warrant and the other Transaction Documents referring to
     the  "Company"  shall  refer  instead  to the  Successor  Entity),  and the
     Successor  Entity may  exercise  every  right and power of the  Company and
     shall assume all of the  obligations  of the Company under this Warrant and
     the other  Transaction  Documents with the same effect as if such Successor
     Entity had been named as the Company herein.

          f) Calculations.  All calculations  under this Section 3 shall be made
     to the nearest cent or the nearest  1/100th of a share, as the case may be.
     For purposes of this Section 3, the number of shares of Common Stock deemed
     to be issued  and  outstanding  as of a given  date shall be the sum of the
     number of shares of Common Stock (excluding treasury shares, if any) issued
     and outstanding.

                                       10
<PAGE>

          g) Notice to Holder.

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

               ii. Notice to Allow Exercise by Holder.  If (A) the Company shall
          declare a dividend (or any other distribution in whatever form) on the
          Common Stock,  (B) the Company  shall  declare a special  nonrecurring
          cash dividend on or a redemption of the Common Stock,  (C) the Company
          shall authorize the granting to all holders of the Common Stock rights
          or warrants to subscribe  for or purchase any shares of capital  stock
          of any class or of any rights, (D) the approval of any stockholders of
          the Company shall be required in connection with any  reclassification
          of the Common Stock, any  consolidation or merger to which the Company
          is a party,  any sale or transfer of all or  substantially  all of the
          assets of the Company,  or any compulsory  share exchange  whereby the
          Common Stock is converted into other  securities,  cash or property or
          (E)  the  Company  shall   authorize  the  voluntary  or   involuntary
          dissolution,  liquidation or winding up of the affairs of the Company,
          then, in each case, the Company shall cause to be mailed to the Holder
          at its last  address as it shall  appear upon the Warrant  Register of
          the Company,  at least 20 calendar days prior to the applicable record
          or effective date hereinafter specified, a notice stating (x) the date
          on which a record is to be taken  for the  purpose  of such  dividend,
          distribution, redemption, rights or warrants, or if a record is not to
          be taken,  the date as of which the  holders  of the  Common  Stock of
          record to be entitled  to such  dividend,  distributions,  redemption,
          rights or warrants are to be  determined or (y) the date on which such
          reclassification,  consolidation,  merger,  sale,  transfer  or  share
          exchange is expected to become  effective or close, and the date as of
          which it is expected  that holders of the Common Stock of record shall
          be  entitled  to  exchange  their  shares  of  the  Common  Stock  for
          securities,   cash   or   other   property   deliverable   upon   such
          reclassification,  consolidation,  merger,  sale,  transfer  or  share
          exchange;  provided that the failure to mail such notice or any defect
          therein or in the mailing thereof shall not affect the validity of the
          corporate  action  required to be  specified  in such  notice.  To the
          extent that any notice provided  hereunder  constitutes,  or contains,
          material,  non-public  information regarding the Company or any of the
          Subsidiaries,  the Company shall  simultaneously file such notice with
          the  Commission  pursuant to a Current  Report on Form 8-K. The Holder
          shall  remain  entitled to  exercise  this  Warrant  during the period
          commencing  on the date of such  notice to the  effective  date of the
          event  triggering such notice except as may otherwise be expressly set
          forth herein.

                                       11
<PAGE>

     Section 4. Transfer of Warrant.

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

          b) New  Warrants.  This Warrant may be divided or combined  with other
     Warrants upon  presentation  hereof at the aforesaid office of the Company,
     together with a written notice  specifying the names and  denominations  in
     which new Warrants  are to be issued,  signed by the Holder or its agent or
     attorney. Subject to compliance with Section 4(a), as to any transfer which
     may be involved in such division or combination,  the Company shall execute
     and  deliver a new  Warrant or  Warrants  in  exchange  for the  Warrant or
     Warrants to be divided or  combined in  accordance  with such  notice.  All
     Warrants  issued on  transfers  or  exchanges  shall be dated  the  initial
     issuance  date set forth on the  first  page of this  Warrant  and shall be
     identical  with this  Warrant  except as to the  number of  Warrant  Shares
     issuable pursuant thereto.

          c) Warrant  Register.  The Company shall  register this Warrant,  upon
     records to be  maintained  by the Company for that  purpose  (the  "Warrant
     Register"),  in the name of the record Holder hereof from time to time. The
     Company  may deem and treat the  registered  Holder of this  Warrant as the
     absolute  owner  hereof  for the  purpose  of any  exercise  hereof  or any
     distribution  to the  Holder,  and for all other  purposes,  absent  actual
     notice to the contrary.

     Section 5. Miscellaneous.

     a) No Rights as Stockholder  Until Exercise.  This Warrant does not entitle
the Holder to any voting  rights,  dividends or other rights as a stockholder of
the Company prior to the exercise hereof as set forth in Section 2(d)(i), except
as expressly set forth in Section 3.

                                       12
<PAGE>

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

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

     d) Authorized Shares.

          The  Company   covenants  that,  during  the  period  the  Warrant  is
     outstanding,  it will reserve from its authorized and unissued Common Stock
     a  sufficient  number of shares to provide for the  issuance of the Warrant
     Shares upon the exercise of any purchase  rights  under this  Warrant.  The
     Company  further   covenants  that  its  issuance  of  this  Warrant  shall
     constitute  full authority to its officers who are charged with the duty of
     executing  stock  certificates  to execute and issue the necessary  Warrant
     Shares upon the exercise of the purchase  rights  under this  Warrant.  The
     Company will take all such reasonable  action as may be necessary to assure
     that such Warrant Shares may be issued as provided herein without violation
     of any applicable law or regulation,  or of any requirements of the Trading
     Market upon which the Common  Stock may be listed.  The  Company  covenants
     that all  Warrant  Shares  which may be  issued  upon the  exercise  of the
     purchase  rights  represented  by this Warrant  will,  upon exercise of the
     purchase  rights  represented  by this Warrant and payment for such Warrant
     Shares in accordance  herewith,  be duly authorized,  validly issued, fully
     paid and nonassessable  and free from all taxes,  liens and charges created
     by the Company in respect of the issue thereof (other than taxes in respect
     of any transfer occurring contemporaneously with such issue).

          Except and to the extent as waived or consented to by the Holder,  the
     Company shall not by any action,  including,  without limitation,  amending
     its certificate of incorporation or through any reorganization, transfer of
     assets, consolidation,  merger, dissolution, issue or sale of securities or
     any  other  voluntary  action,  avoid or seek to avoid  the  observance  or
     performance  of any of the terms of this Warrant,  but will at all times in
     good faith  assist in the  carrying out of all such terms and in the taking
     of all such  actions as may be  necessary  or  appropriate  to protect  the
     rights of Holder as set forth in this Warrant against  impairment.  Without
     limiting the generality of the foregoing, the Company will (i) not increase
     the par value of any Warrant Shares above the amount payable  therefor upon
     such exercise  immediately  prior to such increase in par value,  (ii) take

                                       13
<PAGE>

     all such  action  as may be  necessary  or  appropriate  in order  that the
     Company may validly and legally issue fully paid and nonassessable  Warrant
     Shares  upon the  exercise  of this  Warrant  and  (iii)  use  commercially
     reasonable  efforts  to  obtain  all  such  authorizations,  exemptions  or
     consents from any public regulatory body having  jurisdiction  thereof,  as
     may be,  necessary to enable the Company to perform its  obligations  under
     this Warrant.

          Before  taking any action which would result in an  adjustment  in the
     number of Warrant  Shares for which this Warrant is  exercisable  or in the
     Exercise  Price,  the  Company  shall  obtain  all such  authorizations  or
     exemptions  thereof,  or consents  thereto,  as may be  necessary  from any
     public regulatory body or bodies having jurisdiction thereof.

          e) Jurisdiction. All questions concerning the construction,  validity,
     enforcement  and  interpretation  of this Warrant  shall be governed by and
     construed and enforced in accordance with the internal laws of the State of
     New York,  without  regard to the  principles  of conflict of laws thereof.
     Each party agrees that all legal proceedings concerning the interpretation,
     enforcement  and  defense of the  transactions  contemplated  by any of the
     Transaction  Documents  (whether  brought  against  a party  hereto  or its
     respective  Affiliates,  directors,  officers,  shareholders,  employees or
     agents) shall be commenced in the state and federal  courts  sitting in the
     City of New York, Borough of Manhattan (the "New York Courts").  Each party
     hereto hereby irrevocably submits to the exclusive  jurisdiction of the New
     York Courts for the adjudication of any dispute  hereunder or in connection
     herewith or with any transaction  contemplated  hereby or discussed herein,
     and hereby irrevocably waives, and agrees not to assert in any suit, action
     or  proceeding,  any  claim  that  it is  not  personally  subject  to  the
     jurisdiction of such New York Courts,  or such New York Courts are improper
     or inconvenient  venue for such proceeding.  Each party hereby  irrevocably
     waives personal  service of process and consents to process being served in
     any  such  suit,  action  or  proceeding  by  mailing  a copy  thereof  via
     registered  or  certified  mail or  overnight  delivery  (with  evidence of
     delivery)  to such party at the  address in effect for  notices to it under
     this  Warrant  and  agrees  that such  service  shall  constitute  good and
     sufficient service of process and notice thereof.  Nothing contained herein
     shall be deemed to limit in any way any right to serve process in any other
     manner  permitted by applicable  law. Each party hereto hereby  irrevocably
     waives,  to the fullest  extent  permitted by  applicable  law, any and all
     right to trial by jury in any legal  proceeding  arising out of or relating
     to this Warrant or the transactions contemplated hereby. If any party shall
     commence an action or proceeding to enforce any provisions of this Warrant,
     then the prevailing  party in such action or proceeding shall be reimbursed
     by the other party for its  attorneys'  fees and other  costs and  expenses
     incurred in the  investigation,  preparation and prosecution of such action
     or proceeding.

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

                                       14
<PAGE>

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

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

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

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

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

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

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

                                       15
<PAGE>

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

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

                            (Signature Page Follows)








                                       16
<PAGE>

     IN WITNESS  WHEREOF,  the Company has caused this Warrant to be executed by
its officer thereunto duly authorized as of the date first above indicated.


                                    CEL-SCI CORPORATION


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




                                       17
<PAGE>





                               NOTICE OF EXERCISE

TO:   CEL-SCI CORPORATION

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

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

                  [ ] in lawful money of the United States; or

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

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

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

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

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

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

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


[SIGNATURE OF HOLDER]

Name of Investing Entity:
                         ----------------------------------------------------
Signature of Authorized Signatory of Investing Entity:
                                                      -----------------------
Name of Authorized Signatory:
                             ------------------------------------------------
Title of Authorized Signatory:
                              -----------------------------------------------
Date:
     ------------------------------------------------------------------------

<PAGE>

                                                                       EXHIBIT B

                                 ASSIGNMENT FORM

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

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

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

Address:
                                  ---------------------------------
                                 (Please Print)

Dated: _______________ __, ______

Holder's Signature:
                   ------------------------------
Holder's Address:
                 --------------------------------

<PAGE>
<TABLE>
<CAPTION>

<S>         <C>                                            <C>                                               <C>

_______ Warrants

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

Certificate Number

---------------
                                                         CEL-SCI
                                                 Empowering Immune Defense

                                                    SERIES W WARRANTS

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

         THIS CERTIFIES THAT                                                                         CUSIP 150837 219
                                                                                                     -------------------------------
                                                                                                     SEE REVERSE FOR CERTAIN DETAILS


   or registered assigns, is the registered holders of the number of Series W Warrants ("Warrants") set forth above. Each
   Warrant entitles the holders thereof to purchase from CEL-SCI Corporation, a corporation incorporated under the laws of
   Colorado (the "Company"), subject to the terms and conditions set forth hereinafter and in the Warrant Agent Agreement
   between the Company, Computershare Inc. ("Computershare") and Computershare Trust Company N.A. (together with
   Computershare, collectively, the "Warrant Agent") dated October __, 2015 ("the Warrant Agreement"), at any time on before
   5:00 P.M., Mountain time, on October 28, 2020 ("Expiration Date") fully paid and non-assessable share(s) of the Common
   Stock of the Company ("Common Stock") upon presentation and surrender of this Warrant Certificate, with the completed
   instructions for the registration and delivery of Common Stock, at the office of the Warrant Agent or of its successor
   warrant agent or, if there be no successor warrant agent, at the corporate offices of the Company, and upon payment of the
   Exercise Price (as defined in the Warrant Agreement), or if permitted, by means of cashless exercise, and any applicable
   taxes paid either in cash, or by certified or official bank check, payable in lawful money of the United States of America
   to the order of Computershare. Each Warrant initially entitles the holder to purchase one share of Common Stock for $0.67.
   The number and kinds of securities or other property for which the Warrants are exercisable are subject to adjustment in
   certain events, such as mergers, stock splits, stock dividends, reverse splits and the like, to prevent dilution. The
   Company may, in its sole discretion, (i) extend the Expiration Date by
   providing not less than 10 days' prior notice, or (ii) lower the Exercise Price at any time prior to the Expiration Date.

    Maximillian de Clara                                                                     Dated: October 28, 2015
    --------------------                                                                            ------------------------
    President
                                                              SEAL                           COUNTERSIGNED AND REGISTERED:
                                                       CEL-SCI CORPORATION                   COMPUTERSHARE TRUST COMPANY, N.A.
                                                            COLORADO                         TRANSFER AGENT AND REGISTRAR.

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


</TABLE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>5
<FILENAME>form8kdawsonex23oct-15.txt
<DESCRIPTION>EXH. 23 - H&H CONSENT
<TEXT>
                                   EXHIBIT 23




<PAGE>


                              CONSENT OF ATTORNEYS


     Reference is made to the  Registration  Statement  of CEL-SCI  Corporation,
whereby the Company  proposes to sell shares of its common stock,  warrants,  as
well as shares of the Company's  common stock  issuable upon the exercise of the
warrants.  Reference  is also  made to  Exhibit 5  included  as part of this 8-K
report relating to the validity of the securities proposed to be sold.

     We hereby consent to the use of our opinion  concerning the validity of the
securities proposed to be issued and sold.

October 22, 2015

                                              HART & HART, LLC

                                              /s/ William T. Hart




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>6
<FILENAME>form8kdawsonex991oct-15.txt
<DESCRIPTION>EXH. 99.1 - PRESS RELEASE 10-22-15
<TEXT>

                                  EXHIBIT 99.1




<PAGE>

NEWS RELEASE
                                                                        Contact:
                                                                  Gavin de Windt
                                                             CEL-SCI Corporation
                                                                  (703) 506-9460

     CEL-SCI Announces Proposed Public Offering of Common Stock and Warrants

Vienna, VA, October 22, 2015 - CEL-SCI Corporation (NYSE MKT: CVM) ("CEL SCI" or
the "Company") today announced that it has commenced an offering of common stock
and warrants. The offering is subject to market conditions,  and there can be no
assurance as to whether or when the offering may be completed.

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

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

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

Forward-Looking Statements

This press release  contains  forward-looking  statements  within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities  Exchange Act of 1934, as amended.  When used in this press  release,
the words  "intends,"  "believes,"  "anticipated,"  "plans"  and  "expects"  and
similar  expressions  are  intended  to  identify  forward-looking   statements.
Forward-looking statements include, without limitation, the Company's ability to
complete  the  proposed  offering.  Such  statements  are  subject  to risks and
uncertainties  which could cause actual results to differ  materially from those
projected.  CEL-SCI  undertakes no obligation to publicly  release the result of
any revision to these forward-looking statements that may be made to reflect the
events or  circumstances  after the date hereof or to reflect the  occurrence of
unanticipated events.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>7
<FILENAME>form8kdawsonex992oct-15.txt
<DESCRIPTION>EXH. 99.2 - PRESS RELEASE 10-23-15
<TEXT>

                                  EXHIBIT 99.2




<PAGE>


CEL-SCI Corporation
May 22, 2015
Page 2

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


             CEL-SCI PRICES PUBLIC OFFERING FOR UP TO $12 MILLION

Vienna, VA, October 23, 2015 - CEL-SCI Corporation (NYSE MKT: CVM) ("CEL SCI" or
the "Company")  today  announced  that it has priced a best efforts  offering of
common  stock and warrants at a combined  price of $0.67 per unit of  securities
for aggregate gross proceeds of up to $12 million,  prior to deducting placement
agent  commissions  and offering  expenses.  Each unit  consists of one share of
common stock and one warrant to purchase one share of common  stock.  The common
stock and warrants  will  separate  immediately.  The  warrants are  immediately
exercisable, expire in five-years and have an exercise price of $0.67 per share.
This offering is expected to close on or about October 28, 2015,  subject to the
satisfaction of customary closing conditions.

CEL-SCI intends to use the net proceeds of the offering for its Phase 3 clinical
trial, an ongoing Phase 1 study in HIV/HPV co-infected patients,  other research
and development, and general and administrative expenses.

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

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

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

Forward-Looking Statement

This press release  contains  forward-looking  statements  within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities  Exchange Act of 1934, as amended.  When used in this press  release,
the words  "intends,"  "believes,"  "anticipated,"  "plans"  and  "expects"  and
similar  expressions  are  intended  to  identify  forward-looking   statements.
Forward-looking statements include, without limitation, the Company's ability to
complete  the  proposed  offering.  Such  statements  are  subject  to risks and
uncertainties  which could cause actual results to differ  materially from those
projected.  CEL-SCI  undertakes no obligation to publicly  release the result of
any revision to these forward-looking statements that may be made to reflect the
events or  circumstances  after the date hereof or to reflect the  occurrence of
unanticipated events.

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
