<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>4
<FILENAME>form8kitem101ex4rmay-17.txt
<DESCRIPTION>EXHIBIT 4(R) PLACEMENT AGENT WARRANT (SERIES LL)
<TEXT>





                                  EXHIBIT 4(r)




<PAGE>

NEITHER THIS SECURITY NOR THE  SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE
HAVE  BEEN  REGISTERED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION  OR THE
SECURITIES   COMMISSION  OF  ANY  STATE  IN  RELIANCE  UPON  AN  EXEMPTION  FROM
REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "SECURITIES
ACT"),  AND,  ACCORDINGLY,  MAY NOT BE OFFERED  OR SOLD  EXCEPT  PURSUANT  TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO AN
AVAILABLE  EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF THE  SECURITIES  ACT AND IN ACCORDANCE  WITH  APPLICABLE  STATE
SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS
SECURITY MAY BE PLEDGED IN CONNECTION  WITH A BONA FIDE MARGIN  ACCOUNT OR OTHER
LOAN SECURED BY SUCH SECURITIES.



                               CEL-SCI CORPORATION


                            PLACEMENT AGENT'S WARRANT




Warrant Shares: [_______                  Initial Exercise Date: [_______, 2017

                                          Issue Date: [_______, 2017

THIS 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 six (6) months following the date hereof (the
"Initial  Exercise  Date")  and  on  or  prior  to  the  close  of  business  on
__________________ (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). This Warrant
is issued pursuant to the Engagement  Agreement,  dated April 30, 2017,  between
the Company and Rodman & Renshaw, a unit of H.C. Wainwright & Co., LLC.

          Section  1.  Definitions.  Capitalized  terms  used and not  otherwise
     defined herein shall have the meanings set forth in that certain Securities
     Purchase Agreement (the "Purchase Agreement"),  dated April 30, 2017, among
     the Company and the purchasers signatory thereto.

          Section 2. Exercise.

               e)  Exercise  of  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 the Transfer Agent

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<PAGE>

          (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),  as  applicable,  of a
          duly executed  facsimile  copy or PDF copy submitted by electronic (or
          e-mail  attachment)  of the  Notice of  Exercise  in the form  annexed
          hereto (the "Notice of Exercise"). Within the earlier of (i) three (3)
          Trading  Days and (ii) the  number  of  Trading  Days  comprising  the
          Standard  Settlement  Period (as  defined in Section  2(d)(i)  herein)
          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 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.

               f) Exercise  Price.  The  exercise  price per share of the Common
          Stock under this  Warrant  shall be  $0.14375,  subject to  adjustment
          hereunder (the "Exercise Price").

               g)  Cashless  Exercise.  If  at  any  time  after  the  six-month
          anniversary of the Issuance Date,  there is no effective  registration
          statement  registering,  or no current  prospectus  available for, the
          resale of the Warrant Shares by the Holder, then this Warrant may also
          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:

             (A) = as applicable: (i) the VWAP on the Trading Day immediately
                 preceding the date of the applicable Notice of Exercise if such
                 Notice of Exercise is (1) both executed and delivered pursuant
                 to Section 2(a) hereof on a day that is not a Trading Day or
                 (2) both executed and delivered pursuant to Section 2(a) hereof
                 on a Trading Day prior to the opening of "regular trading
                 hours" (as defined in Rule 600(b)(64) of Regulation NMS
                 promulgated under the federal securities laws) on such Trading
                 Day, (ii) at the option of the Holder, either (y) the VWAP on
                 the Trading Day immediately preceding the date of the

                                       2
<PAGE>

                 applicable Notice of Exercise or (z) the Bid Price of the
                 Common Stock on the principal Trading Market as reported by
                 Bloomberg L.P. as of the time of the Holder's execution of the
                 applicable Notice of Exercise if such Notice of Exercise is
                 executed during "regular trading hours" on a Trading Day and is
                 delivered within two (2) hours thereafter pursuant to Section
                 2(a) hereof or (iii) the VWAP on the date of the applicable
                 Notice of Exercise if the date of such Notice of Exercise is a
                 Trading Day and such Notice of Exercise is both executed and
                 delivered pursuant to Section 1(a) hereof after the close of
                 "regular trading hours" on such Trading Day;

            (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.

          If Warrant Shares are issued in such a cashless exercise,  the parties
     acknowledge  and agree  that in  accordance  with  Section  3(a)(9)  of the
     Securities Act, the Warrant Shares shall take on the characteristics of the
     Warrants  being  exercised,  and the holding  period of the Warrant  Shares
     being exercised may be tacked on to the holding period of this Warrant. The
     Company agrees not to take any position contrary to this Section 2(c).

          "Bid Price" 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 bid price of the Common  Stock for the
     time in question (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 OTCQB or OTCQX is not a Trading Market,
     the volume weighted average price of the Common Stock for such date (or the
     nearest preceding date) on OTCQB or OTCQX as applicable,  (c) if the Common
     Stock is not then  listed or quoted  for  trading  on OTCQB or OTCQX and if
     prices  for the  Common  Stock  are  then  reported  in the  "Pink  Sheets"
     published by OTC Markets Group,  Inc. (or a similar  organization or agency
     succeeding to its functions of reporting prices), the most recent bid price
     per share of the Common Stock so reported,  or (d) in all other cases,  the
     fair  market  value  of a  share  of  Common  Stock  as  determined  by  an
     independent  appraiser  selected  in  good  faith  by the  Purchasers  of a
     majority in interest of the  Securities  then  outstanding  and  reasonably
     acceptable to the Company,  the fees and expenses of which shall be paid by
     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 OTCQB or OTCQX is not a Trading
     Market, the volume weighted average price of the Common Stock for such date

                                       3
<PAGE>

     (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the
     Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and
     if prices  for the  Common  Stock are then  reported  in the "Pink  Sheets"
     published by OTC Markets Group,  Inc. (or a similar  organization or agency
     succeeding to its functions of reporting prices), the most recent bid price
     per share of the Common Stock so reported,  or (d) in all other cases,  the
     fair  market  value  of a  share  of  Common  Stock  as  determined  by  an
     independent  appraiser  selected  in  good  faith  by the  Purchasers  of a
     majority in interest of the  Securities  then  outstanding  and  reasonably
     acceptable to the Company,  the fees and expenses of which shall be paid by
     the Company.

          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).

               h) Mechanics of Exercise.

                    i.  Delivery of Warrant  Shares Upon  Exercise.  The Company
               shall  cause  the  Warrant  Shares  purchased   hereunder  to  be
               transmitted  by the Transfer Agent to the Holder by crediting the
               account of the Holder's or its  designee's  balance  account 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 the  Holder or (B) the  Warrant
               Shares are  eligible for resale by the Holder  without  volume or
               manner-of-sale limitations pursuant to Rule 144, and otherwise by
               physical  delivery of a certificate,  registered in the Company's
               share register in the name of the Holder or its designee, for the
               number of Warrant Shares to which the Holder is entitled pursuant
               to such  exercise to the address  specified  by the Holder in the
               Notice of Exercise by the date that is the earlier of (i) one (1)
               Trading Day and (ii) the number of Trading  Days  comprising  the
               Standard  Settlement  Period after the delivery to the Company of
               the Notice of Exercise  (such date,  the "Warrant  Share Delivery
               Date"). Upon delivery of the Notice of Exercise, the Holder shall
               be deemed for all corporate purposes to have become the holder of
               record of the Warrant  Shares with  respect to which this Warrant
               has been  exercised,  irrespective of the date of delivery of the
               Warrant Shares,  provided that payment of the aggregate  Exercise
               Price (other than in the case of a cashless exercise) is received
               within  the  earlier of (i) three (3)  Trading  Days and (ii) the
               number of Trading Days comprising the Standard  Settlement Period
               following  delivery  of the Notice of  Exercise.  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

                                       4
<PAGE>

               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 (5)
               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. The Company agrees to maintain a transfer agent that is
               a participant in the FAST program so long as this Warrant remains
               outstanding and exercisable. As used herein, "Standard Settlement
               Period"  means the  standard  settlement  period,  expressed in a
               number of Trading Days, on the Company's  primary  Trading Market
               with  respect  to the  Common  Stock as in  effect on the date of
               delivery of the Notice of Exercise.

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

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

                    iv.  Compensation  for Buy-In on  Failure to Timely  Deliver
               Warrant  Shares Upon  Exercise.  In addition to any other  rights
               available  to the  Holder,  if the  Company  fails to  cause  the
               Transfer  Agent to transmit  to the Holder the Warrant  Shares in
               accordance  with the provisions of Section 2(d)(i) above 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

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               an aggregate  sale price giving rise to such purchase  obligation
               of  $10,000,  under  clause  (A)  of  the  immediately  preceding
               sentence the Company shall be required to pay the Holder  $1,000.
               The Holder shall provide the Company  written  notice  indicating
               the  amounts  payable to the Holder in respect of the Buy-In and,
               upon request of the Company, evidence of the amount of such loss.
               Nothing  herein shall limit a Holder's  right to pursue any other
               remedies  available  to  it  hereunder,   at  law  or  in  equity
               including,  without limitation,  a decree of specific performance
               and/or injunctive relief with respect to the Company's failure to
               timely  deliver  shares  of Common  Stock  upon  exercise  of the
               Warrant as required pursuant to the terms hereof.

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

                    vi. Charges, Taxes and Expenses.  Issuance of Warrant Shares
               shall be made  without  charge  to the  Holder  for any  issue or
               transfer  tax or  other  incidental  expense  in  respect  of the
               issuance of such Warrant Shares,  all of which taxes and expenses
               shall be 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
               that  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 and all fees to the  Depository  Trust Company
               (or another established clearing  corporation  performing similar
               functions)  required  for  same-day  electronic  delivery  of the
               Warrant Shares.

                    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 (such Persons,  "Attribution Parties")), would beneficially
          own in excess  of the  Beneficial  Ownership  Limitation  (as  defined

                                       6
<PAGE>

          below). For purposes of the foregoing  sentence,  the number of shares
          of Common Stock  beneficially  owned by the Holder and its  Affiliates
          and  Attribution  Parties 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 or Attribution Parties 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  or
          Attribution  Parties.  Except as set forth in the preceding  sentence,
          for  purposes of this  Section  2(e),  beneficial  ownership  shall be
          calculated  in  accordance  with Section 13(d) of the Exchange Act and
          the   rules  and   regulations   promulgated   thereunder,   it  being
          acknowledged by the Holder that the Company is not representing to the
          Holder that such  calculation  is in compliance  with Section 13(d) of
          the  Exchange  Act  and  the  Holder  is  solely  responsible  for any
          schedules required to be filed in accordance therewith.  To the extent
          that the  limitation  contained  in this  Section  2(e)  applies,  the
          determination  of whether this Warrant is exercisable  (in relation to
          other  securities owned by the Holder together with any Affiliates and
          Attribution   Parties)  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
          Attribution   Parties)  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 (2) 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 or Attribution Parties 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

                                       7
<PAGE>

          exercise of this Warrant.  The Holder, upon 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
          increase in the Beneficial  Ownership Limitation will not be effective
          until the 61st day after such notice is delivered to the Company.  The
          provisions of this paragraph  shall be construed and  implemented in a
          manner  otherwise  than in  strict  conformity  with the terms of this
          Section 2(e) to correct this  paragraph (or any portion  hereof) which
          may  be  defective  or  inconsistent  with  the  intended   Beneficial
          Ownership   Limitation   herein   contained  or  to  make  changes  or
          supplements  necessary or  desirable  to properly  give effect to such
          limitation. The limitations contained in this paragraph shall apply to
          a successor holder of this Warrant.

          Section 3. Certain Adjustments.

               h) 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.

               i) Reserved.

               j) 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,

                                       8
<PAGE>

          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).

               k) Pro Rata  Distributions.  During such time as this  Warrant is
          outstanding,  if the Company shall declare or make any dividend (other
          than cash) or other  distribution  of its assets (or rights to acquire
          its assets) to holders of shares of Common Stock,  by way of return of
          capital or otherwise (including,  without limitation, any distribution
          of  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).

               l) 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

                                       9
<PAGE>

          related transactions effects any  reclassification,  reorganization or
          recapitalization  of the Common Stock or any compulsory share exchange
          pursuant to which the Common Stock is  effectively  converted  into or
          exchanged for other securities,  cash or property, or (v) the Company,
          directly  or   indirectly,   in  one  or  more  related   transactions
          consummates  a stock or share  purchase  agreement  or other  business
          combination   (including,   without   limitation,   a  reorganization,
          recapitalization,  spin-off  or scheme of  arrangement)  with  another
          Person or group of Persons whereby such other Person or group acquires
          more than 50% of the outstanding shares of Common Stock (not including
          any shares of Common Stock held by the other  Person or other  Persons
          making or party to, or associated or affiliated with the other Persons
          making or party to, such stock or share  purchase  agreement  or other
          business combination) (each a "Fundamental  Transaction"),  then, upon
          any  subsequent  exercise of this  Warrant,  the Holder shall have the
          right to receive, for each Warrant Share that would have been issuable
          upon  such  exercise  immediately  prior  to the  occurrence  of  such
          Fundamental  Transaction,  at the option of the Holder (without regard
          to any  limitation  in Section 2(e) on the exercise of this  Warrant),
          the number of shares of Common  Stock of the  successor  or  acquiring
          corporation or of the Company, if it is the surviving corporation, and
          any   additional   consideration   (the   "Alternate   Consideration")
          receivable as a result of such Fundamental  Transaction by a holder of
          the  number  of shares of Common  Stock  for  which  this  Warrant  is
          exercisable immediately prior to such Fundamental Transaction (without
          regard to any  limitation  in  Section  2(e) on the  exercise  of this
          Warrant).  For purposes of any such exercise, the determination of the
          Exercise  Price  shall  be  appropriately  adjusted  to  apply to such
          Alternate Consideration based on the amount of Alternate Consideration
          issuable in respect of one share of Common  Stock in such  Fundamental
          Transaction,  and the Company shall apportion the Exercise Price among
          the Alternate  Consideration  in a reasonable  manner  reflecting  the
          relative   value  of  any   different   components  of  the  Alternate
          Consideration.  If holders of Common  Stock are given any choice as to
          the  securities,  cash or property  to be  received  in a  Fundamental
          Transaction,  then the Holder shall be given the same choice as to the
          Alternate  Consideration it receives upon any exercise of this Warrant
          following such Fundamental  Transaction.  Notwithstanding  anything to
          the contrary, in the event of a Fundamental  Transaction,  the Company
          or any  Successor  Entity (as defined  below)  shall,  at the Holder's
          option,  exercisable at any time concurrently  with, or within 30 days
          after, the consummation of the Fundamental Transaction,  purchase this
          Warrant  from the  Holder by  paying  to the  Holder an amount of cash
          equal to the Black Scholes Value of the remaining  unexercised portion
          of this Warrant on the date of the  consummation  of such  Fundamental
          Transaction.  "Black  Scholes  Value"  means the value of this Warrant
          based on the Black and Scholes  Option Pricing Model obtained from the
          "OV" function on Bloomberg,  L.P.  ("Bloomberg")  determined as of the
          day of  consummation  of the applicable  Fundamental  Transaction  for
          pricing  purposes  and  reflecting  (A)  a  risk-free   interest  rate
          corresponding to the U.S. Treasury rate for a period equal to the time
          between  the  date  of  the  public  announcement  of  the  applicable
          Fundamental  Transaction  and the  Termination  Date,  (B) an expected
          volatility  equal to the  greater  of 100% and the 100 day  volatility
          obtained  from the HVT  function  on  Bloomberg  as of the Trading Day
          immediately  following  the  public  announcement  of  the  applicable
          Fundamental  Transaction,  (C) the underlying  price per share used in
          such calculation shall be the sum of the price per share being offered
          in cash, if any, plus the value of any non-cash consideration, if any,
          being  offered in such  Fundamental  Transaction  and (D) a  remaining
          option  time  equal  to the  time  between  the  date  of  the  public
          announcement  of  the  applicable  Fundamental   Transaction  and  the
          Termination  Date. The payment of the Black Scholes Value will be made
          by wire transfer of immediately  available  funds within five Business
          Days of the Holder's  election (or, if later, on the effective date of
          the  Fundamental  Transaction).  The Company shall cause any successor
          entity in a  Fundamental  Transaction  in which the Company is not the

                                       10
<PAGE>

          survivor  (the  "Successor  Entity")  to assume in writing  all of the
          obligations   of  the  Company   under  this  Warrant  and  the  other
          Transaction  Documents  in  accordance  with  the  provisions  of this
          Section  3(e)  pursuant to written  agreements  in form and  substance
          reasonably  satisfactory  to the  Holder  and  approved  by the Holder
          (without unreasonable delay) prior to such Fundamental Transaction and
          shall, at the option of the Holder,  deliver to the Holder in exchange
          for this  Warrant a security of the  Successor  Entity  evidenced by a
          written instrument substantially similar in form and substance to this
          Warrant which is exercisable for a  corresponding  number of shares of
          capital  stock  of  such  Successor  Entity  (or  its  parent  entity)
          equivalent  to the shares of Common Stock  acquirable  and  receivable
          upon exercise of this Warrant  (without  regard to any  limitations on
          the exercise of this Warrant) prior to such  Fundamental  Transaction,
          and with an exercise price which applies the exercise price  hereunder
          to such shares of capital  stock (but taking into account the relative
          value of the  shares  of Common  Stock  pursuant  to such  Fundamental
          Transaction and the value of such shares of capital stock, such number
          of  shares of  capital  stock and such  exercise  price  being for the
          purpose of protecting the economic  value of this Warrant  immediately
          prior to the consummation of such Fundamental Transaction),  and which
          is reasonably  satisfactory in form and substance to the Holder.  Upon
          the  occurrence  of any such  Fundamental  Transaction,  the Successor
          Entity  shall  succeed  to, and be  substituted  for (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 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.

               m) 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.

               n) 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  deliver to the Holder by  facsimile  or
               email 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.

                                       11
<PAGE>

                    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
               delivered  by  facsimile  or  email  to the  Holder  at its  last
               facsimile  number or email  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 deliver such notice
               or any defect therein or in the delivery thereof shall not affect
               the validity of the corporate  action required to be specified in
               such  notice.  To the  extent  that any notice  provided  in this
               Warrant   constitutes,   or   contains,   material,    non-public
               information regarding the Company or any of the Subsidiaries, the
               Company shall simultaneously file such notice with the Commission
               pursuant to a Current Report on Form 8-K. The Holder shall remain
               entitled to exercise this Warrant during the period commencing on
               the  date of  such  notice  to the  effective  date of the  event
               triggering  such notice  except as may otherwise be expressly set
               forth herein.

          Section 4. Transfer of Warrant.

               f)  Transferability.  Subject to compliance  with any  applicable
          securities  laws and the  conditions  set forth in Section 4(d) hereof
          and to the provisions of Section 4.1 of the Purchase  Agreement,  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

                                       12
<PAGE>

          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 in 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.

               g) 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  Issue  Date and shall be
          identical  with this Warrant except as to the number of Warrant Shares
          issuable pursuant thereto.

               h) 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.

               i) Transfer  Restrictions.  If, at the time of the  surrender  of
          this  Warrant in  connection  with any transfer of this  Warrant,  the
          transfer of this Warrant shall not be either (i)  registered  pursuant
          to an effective  registration  statement  under the Securities Act and
          under  applicable  state  securities or blue sky laws or (ii) eligible
          for resale without volume or  manner-of-sale  restrictions  or current
          public information  requirements pursuant to Rule 144, the Company may
          require, as a condition of allowing such transfer,  that the Holder or
          transferee  of this  Warrant,  as the  case  may be,  comply  with the
          provisions of Section 5.7 of the Purchase Agreement.

               j)  Representation  by the Holder.  The Holder, by the acceptance
          hereof, represents and warrants that it is acquiring this Warrant and,
          upon any exercise  hereof,  will acquire the Warrant  Shares  issuable
          upon such exercise,  for its own account and not with a view to or for
          distributing  or reselling  such Warrant Shares or any part thereof in
          violation of the  Securities Act or any  applicable  state  securities
          law,  except  pursuant  to sales  registered  or  exempted  under  the
          Securities Act.

                                       13
<PAGE>

          Section 5. Miscellaneous.

               o) 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.

               p) 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.

               q) 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.

               r) 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 issuing 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

                                       14
<PAGE>

          Holder  as set  forth  in this  Warrant  against  impairment.  Without
          limiting the  generality  of the  foregoing,  the Company will (i) not
          increase the par value of any Warrant  Shares above the amount payable
          therefor upon such exercise  immediately prior to such increase in par
          value, (ii) take all such action as may be necessary or appropriate in
          order that the Company  may  validly and legally  issue fully paid and
          nonassessable  Warrant  Shares upon the  exercise of this  Warrant and
          (iii)  use  commercially   reasonable   efforts  to  obtain  all  such
          authorizations, exemptions or consents from any public regulatory body
          having  jurisdiction  thereof,  as may be,  necessary  to  enable  the
          Company to perform its obligations under this Warrant.

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

               s)  Jurisdiction.  All  questions  concerning  the  construction,
          validity,  enforcement  and  interpretation  of this Warrant  shall be
          determined  in  accordance   with  the   provisions  of  the  Purchase
          Agreement.

               t) 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.

               u) 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.

               v) 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.

               w) 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

                                       15
<PAGE>

          of the Company,  whether such  liability is asserted by the Company or
          by creditors of the Company.

               x)  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.

               y) 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.

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

               aa)  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.

               bb)  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

     (4)___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.

     (5)___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).

     (6)___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:


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


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


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

     ______ (4) Accredited Investor. The undersigned is an "accredited investor"
as defined in  Regulation D  promulgated  under the  Securities  Act of 1933, as
amended.

[SIGNATURE OF HOLDER]

Name of Investing Entity: ___________________________________________________
Signature of Authorized Signatory of Investing Entity: ______________________
Name of Authorized Signatory: _______________________________________________
Title of Authorized Signatory: ______________________________________________
Date: _______________________________________________________________________

                                       18
<PAGE>

                                                                    EXHIBIT B


                                 ASSIGNMENT FORM

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

     FOR VALUE RECEIVED,  the foregoing Warrant and all rights evidenced thereby
are hereby assigned to

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

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

Phone Number:
                                      ----------------------------

Email Address:
                                      ----------------------------

Dated: _______________ __, ______

Holder's Signature:

Holder's Address:

                                       19
<PAGE>

</TEXT>
</DOCUMENT>
