<SEC-DOCUMENT>0001004878-17-000109.txt : 20170502
<SEC-HEADER>0001004878-17-000109.hdr.sgml : 20170502
<ACCEPTANCE-DATETIME>20170502163012
ACCESSION NUMBER:		0001004878-17-000109
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		8
CONFORMED PERIOD OF REPORT:	20170430
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Unregistered Sales of Equity Securities
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20170502
DATE AS OF CHANGE:		20170502

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:		17805463

	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>form8kitem101skkwrnt5-17.txt
<DESCRIPTION>FORM 8-K ITEM 1.01 RE SERIES KK WARRANTS
<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): April 30, 2017

                               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  April  30,  2017,  CEL-SCI  Corporation   ("CEL-SCI")  entered  into  a
securities  purchase  agreement with an  institutional  investor whereby it sold
13,199,000   shares  of  its  common  stock  for  aggregate  gross  proceeds  of
$1,517,885, or $0.115 per share, in a registered direct offering. The closing of
the  offering is expected to take place on or about May 3, 2017,  subject to the
satisfaction of customary closing conditions.

     In a concurrent private placement,  CEL-SCI also issued to the purchaser of
CEL-SCI's common stock, referred to in the preceding paragraph, warrants (Series
KK) to purchase  9,899,250 shares of CEL-SCI's common stock. The warrants can be
exercised at a price of $0.1214 per share,  commencing six months after the date
of issuance  and ending five and a half years  after the date of  issuance.  The
warrants  and the  shares of common  stock  issuable  upon the  exercise  of the
warrants are being offered pursuant to the exemption provided in Section 4(a)(2)
under the Securities Act of 1933 and Rule 506(b) promulgated thereunder.

     Rodman & Renshaw, a unit of H.C.  Wainwright & Co. (the "Placement Agent"),
acted as the exclusive placement agent in connection with the offering.

     The net  proceeds to CEL-SCI  from the  transaction,  after  deducting  the
placement agent's fees and expenses and CEL-SCI's  estimated  offering expenses,
are  expected to be  approximately  $1,347,000.  CEL-SCI  intends to use the net
proceeds  from the  offering  for its  clinical  trials  and  general  corporate
purposes.  CEL-SCI has not yet  determined the amount of net proceeds to be used
specifically for any of the foregoing purposes.

     The shares of common stock were offered and sold by CEL-SCI  pursuant to an
effective  shelf  registration  statement on Form S-3,  which was filed with the
Securities and Exchange  Commission (the "SEC") on July 1, 2015 and subsequently
declared  effective on October 30, 2015 (File No. 333-205444) (the "Registration
Statement"),  and the base  prospectus  dated as of October 30,  2015  contained
therein.   CEL-SCI  has  filed  a  prospectus  supplement  and  an  accompanying
prospectus with the SEC in connection with the sale of the common stock.

     CEL-SCI has agreed to pay the  Placement  Agent a cash  commission of 7% of
the gross  proceeds  raised in the  offering.  CEL-SCI  has also agreed to issue
659,950  warrants to the Placement  Agent (the "Agent  Warrants") as part of its
compensation.  The Placement Agent Warrants are subject to a 180-day lock-up and
may be exercised at any time on or after October 30, 2017 and on or before April
30,  2022 at a price of  $0.14375  per  share.  The  Placement  Agent also has a
twelve-month right of first refusal period, reimbursement of certain expenses in
the amount of up to $30,000,  indemnification and other customary provisions for
transactions of this nature.

     On May 1,  2017,  CEL-SCI  issued a press  release  announcing  that it had
priced the offering. A copy of this press release is attached as Exhibit 99.

     The engagement  agreement  entered into with the Placement Agent, the forms
of the  Securities  Purchase  Agreement  and  the  Series  KK  Warrant,  and the
Placement  Agent  Warrant are filed as exhibits to this  Current  Report on Form
8-K. The foregoing summaries of the terms of these documents are subject to, and
qualified in their entirety by, such documents, which are incorporated herein by
reference.


                                       2
<PAGE>

Item 3.02   Unregistered Sales of Equity Securities

     The  information  contained  above in Item 1.01  related  to the  Series KK
Warrants and Placement Agent's Warrants is hereby incorporated by reference into
this Item 3.02.

Item 9.01   Financial Statements and Exhibits.

(d) Exhibits.

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

1.1         Engagement  Agreement,  dated April 30, 2017, by and among CEL-SCI
            Corporation and Rodman & Renshaw.

4(q)        Form of Warrant (Series KK).

4(r)        Placement Agent Warrant (Series LL).

5           Opinion of Hart & Hart, LLC.

10(sss)     Securities Purchase Agreement

23          Consent of Hart & Hart, LLC

99          Press Release dated May 1, 2017.





                                       3
<PAGE>




                                   SIGNATURES

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


Date:  May 2, 2017
                                         CEL-SCI CORPORATION



                                         By:  /s/ Patricia B. Prichep
                                              -------------------------------
                                             Patricia B. Prichep
                                             Senior Vice President of Operations
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>2
<FILENAME>form8kitem101ex11may-17.txt
<DESCRIPTION>EXHIBIT 1.1 ENGAGEMENT AGREEMENT
<TEXT>





                                   EXHIBIT 1.1




<PAGE>

                                                                  April 30, 2017

STRICTLY CONFIDENTIAL

CEL-SCI Corporation
8229 Boone Blvd., Suite 802
Vienna, Virginia 22182
Attn:  Geert R. Kersten, Chief Executive Officer

Dear Mr. Kersten:

     This letter agreement (this "Agreement")  constitutes the agreement between
CEL-SCI  Corporation  (the  "Company")  and  Rodman  &  Renshaw,  a unit of H.C.
Wainwright  & Co.,  LLC  ("Rodman"),  that Rodman  shall serve as the  exclusive
agent,  advisor  or  underwriter  in  any  offering  (each,  an  "Offering")  of
securities of the Company  ("Securities")  during the Term (as defined below) of
this Agreement,  including, but not limited to, the solicitation of the exercise
of certain  warrant  holders of the Company.  The terms of each Offering and the
Securities  issued in connection  therewith shall be mutually agreed upon by the
Company and Rodman and nothing  herein  implies that Rodman would have the power
or  authority  to bind the Company and nothing  herein  implies that the Company
shall have an obligation to issue any Securities. It is understood that Rodman's
assistance in an Offering will be subject to the satisfactory completion of such
investigation  and  inquiry  into the  affairs of the  Company  as Rodman  deems
appropriate under the circumstances and to the receipt of all internal approvals
of Rodman in connection with the transaction. The Company expressly acknowledges
and agrees that Rodman's  involvement in an Offering is strictly on a reasonable
best efforts basis and that the  consummation of an Offering will be subject to,
among other things, market conditions.  The execution of this Agreement does not
constitute a commitment by Rodman to purchase the Securities and does not ensure
a successful Offering of the Securities or the success of Rodman with respect to
securing any other  financing on behalf of the Company.  Rodman may retain other
brokers,  dealers,  agents or  underwriters  on its behalf in connection with an
Offering.

     A.  Compensation;  Reimbursement.  At the closing of each Offering (each, a
"Closing"), the Company shall compensate Rodman as follows:

          1. Cash Fee.  The Company  shall pay to Rodman a cash fee, or as to an
     underwritten  Offering  an  underwriter  discount,  equal  to  7.0%  of the
     aggregate gross proceeds raised in each Offering.

          2.  Warrant  Coverage.  The  Company  shall  issue  to  Rodman  or its
     designees at each  Closing,  warrants  (the "Rodman  Warrants") to purchase
     that  number of shares of common  stock of the  Company  equal to 5% of the
     aggregate  number of shares of Common Stock placed in each Offering (and if
     the  Securities  are  convertible  or include a "greenshoe"  or "additional

                                       1
<PAGE>

     investment"  option  component,  such  number of  shares  of  Common  Stock
     underlying  such  Securities  or options,  with the warrant  issuable  upon
     conversion  of the  Securities  or the  exercise  of  the  option).  If the
     Securities included in an Offering are non-convertible, the Rodman Warrants
     shall be determined by dividing the gross proceeds  raised in such Offering
     divided by the then market price of the Common Stock.  The Rodman  Warrants
     shall  have the same  terms as the  warrants  issued  to  investors  in the
     applicable Offering, except that such Rodman Warrant shall have an exercise
     price  equal  to  125%  of the  public  offering  price  per  share  in the
     applicable Offering. If no warrants are issued to investors in an Offering,
     the Rodman Warrants shall be in a customary form  reasonably  acceptable to
     Rodman,  have a term of 5 years and an exercise  price equal to 125% of the
     then market price of the Common Stock.

          3. Expense Allowance. Out of the proceeds of each Closing, the Company
     also agrees to pay Rodman (a) up to $5,000 for out-of-pocket expenses; plus
     (b)  up to  $25,000  for  non-accountable  expenses;  plus  the  additional
     reimbursable  amount payable by the Company  pursuant to Section D.3 below;
     provided,  however,  that such  reimbursement  amount  in no way  limits or
     impairs the indemnification and contribution provisions of this Agreement.

          4. Right of First Refusal. If, from the date hereof until the 12-month
     anniversary following  consummation of each Offering, the Company or any of
     its  subsidiaries  (a) decides to dispose of or acquire  business  units or
     acquire any of its  outstanding  securities  or make any exchange or tender
     offer or enter into a merger,  consolidation or other business  combination
     or any  recapitalization,  reorganization,  restructuring  or other similar
     transaction,  including,  without limitation,  an extraordinary dividend or
     distributions or a spin-off or split-off, and the Company decides to retain
     a  financial  advisor  for  such  transaction,  Rodman  (or  any  affiliate
     designated  by  Rodman)  shall  have  the  right  to act  as the  Company's
     exclusive  financial  advisor for any such  transaction;  or (b) decides to
     finance or refinance any indebtedness using a manager or agent,  Rodman (or
     any  affiliate  designated  by Rodman)  shall have the right to act as lead
     manager,  lead placement agent or lead agent with respect to such financing
     or refinancing; or (c) decides to raise funds by means of a public offering
     or a private placement of equity or debt securities using an underwriter or
     placement agent, Rodman (or any affiliate  designated by Rodman) shall have
     the  right to act as lead  underwriter  or lead  placement  agent  for such
     financing.  If Rodman or one of its  affiliates  decides to accept any such
     engagement,  the agreement  governing such engagement  will contain,  among
     other things,  provisions  for customary fees for  transactions  of similar
     size  and  nature  and  the   provisions  of  this   Agreement,   including
     indemnification,  which are  appropriate to such a  transaction.  If Rodman
     should  decline such  retention or fails to respond within 5 business days'
     notice of the Company,  the Company  shall have no further  obligations  to
     Rodman under this Section 4 as to such financing.

     B. Term and  Termination of Engagement;  Exclusivity.  The term of Rodman's
exclusive  engagement  will  begin on the date  hereof  and  fifteen  (15)  days
thereafter  (the  "Term").  Notwithstanding  anything to the contrary  contained
herein, the Company agrees that the provisions  relating to the payment of fees,

                                       2
<PAGE>

reimbursement  of  expenses,   right  of  first  refusal,   indemnification  and
contribution,  confidentiality,  conflicts, independent contractor and waiver of
the right to trial by jury  will  survive  any  termination  of this  Agreement.
During  Rodman's  engagement  hereunder:  (i) the Company will not, and will not
permit its representatives  to, other than in coordination with Rodman,  contact
or solicit  institutions,  corporations  or other  entities  or  individuals  as
potential  purchasers of the Securities and (ii) the Company will not pursue any
financing  transaction  which would be in lieu of a Offering.  Furthermore,  the
Company agrees that during Rodman's engagement hereunder, all inquiries, whether
direct or indirect,  from  prospective  investors will be referred to Rodman and
will be deemed to have been contacted by Rodman in connection  with an Offering.
Additionally,  except as set forth hereunder,  the Company represents,  warrants
and covenants that no brokerage or finder's fees or  commissions  are or will be
payable by the Company or any subsidiary of the Company to any broker, financial
advisor or consultant, finder, placement agent, investment banker, bank or other
third-party with respect to any Offering.

     C.  Information;  Reliance.  The  Company  shall  furnish,  or  cause to be
furnished,  to Rodman all  information  requested  by Rodman for the  purpose of
rendering  services hereunder and conducting due diligence (all such information
being the "Information").  In addition,  the Company agrees to make available to
Rodman upon  request  from time to time the  officers,  directors,  accountants,
counsel and other advisors of the Company.  The Company  recognizes and confirms
that Rodman (a) will use and rely on the  Information,  including  any documents
provided to investors in each Offering  (the  "Offering  Documents"  which shall
include  any  Purchase  Agreements  (as  defined  below)),  and  on  information
available  from generally  recognized  public sources in performing the services
contemplated by this Agreement without having  independently  verified the same;
(b) does not assume  responsibility  for the  accuracy  or  completeness  of the
Offering Documents or the Information and such other  information;  and (c) will
not make an appraisal of any of the assets or liabilities  of the Company.  Upon
reasonable request,  the Company will meet with Rodman or its representatives to
discuss all  information  relevant for disclosure in the Offering  Documents and
will cooperate in any investigation undertaken by Rodman thereof,  including any
document included or incorporated by reference therein. At each Offering, at the
request of Rodman,  the Company  shall  deliver such legal  letters  (including,
without limitation,  negative assurance letter),  opinions,  comfort letters and
officer's certificates, all in form and substance satisfactory to Rodman and its
counsel  as is  customary  for such  Offering.  Rodman  shall  be a third  party
beneficiary of any representations, warranties, covenants and closing conditions
made  by the  Company  in any  Offering  Documents,  including  representations,
warranties,  covenants  and  closing  conditions  made  to  any  investor  in an
Offering.

     D. Related Agreements.  At each Offering,  the Company shall enter into the
following additional agreements:

          1. Underwritten  Offering. If an Offering is an underwritten Offering,
     the Company and Rodman shall enter into a customary  underwriting agreement
     in form and substance satisfactory to Rodman and its counsel.

          2. Best Efforts  Offering.  If an Offering is on a best efforts basis,
     the sale of  Securities  to the investors in the Offering will be evidenced
     by a purchase agreement ("Purchase Agreement") between the Company and such
     investors  in a form  reasonably  satisfactory  to the  Company and Rodman.

                                       3
<PAGE>

     Prior to the  signing of any  Purchase  Agreement,  officers of the Company
     with  responsibility  for  financial  affairs  will be  available to answer
     inquiries from prospective investors.

          3. Escrow and Settlement. In respect of each Offering, the Company and
     Rodman  shall  enter into an escrow  agreement  with a third  party  escrow
     agent,  which  may  also be  Rodman's  clearing  agent,  pursuant  to which
     Rodman's compensation and expenses shall be paid from the gross proceeds of
     the  Securities  sold.  If the  Offering is settled in whole or in part via
     delivery versus payment ("DVP"),  Rodman shall arrange for --- its clearing
     agent to provide the funds to facilitate such settlement. The Company shall
     bear the cost of the escrow agent and shall reimburse Rodman for the actual
     out-of-pocket cost of such clearing agent settlement and financing, if any,
     which cost shall not exceed $10,000.

          4. FINRA Amendments.  Notwithstanding anything herein to the contrary,
     in the event that  Rodman  determines  that any of the terms  provided  for
     hereunder shall not comply with a FINRA rule,  including but not limited to
     FINRA Rule 5110,  then the Company shall agree to amend this  Agreement (or
     include  such  revisions  in the final  underwriting)  in writing  upon the
     request of Rodman to comply  with any such  rules;  provided  that any such
     amendments  shall not  provide  for terms  that are less  favorable  to the
     Company than are reflected in this Agreement.

          E.  Confidentiality.  In the  event  of  the  consummation  or  public
     announcement  of any Offering,  Rodman shall have the right to disclose its
     participation in such Offering, including, without limitation, the Offering
     at its cost of "tombstone" advertisements in financial and other newspapers
     and journals.

          F. Indemnity.

               1. In  connection  with the  Company's  engagement  of  Rodman as
          Offering  agent,  the  Company  hereby  agrees to  indemnify  and hold
          harmless  Rodman and its  affiliates,  and the respective  controlling
          persons,  directors,  officers,  members,  shareholders,   agents  and
          employees  of any  of the  foregoing  (collectively  the  "Indemnified
          Persons"),  from  and  against  any and all  claims,  actions,  suits,
          proceedings  (including those of shareholders),  damages,  liabilities
          and expenses  incurred by any of them  (including the reasonable  fees
          and expenses of counsel), as incurred,  (collectively a "Claim"), that
          are (A) related to or arise out of (i) any actions taken or omitted to
          be taken  (including  any  untrue  statements  made or any  statements
          omitted  to be made) by the  Company,  or (ii)  any  actions  taken or
          omitted to be taken by any  Indemnified  Person in connection with the
          Company's  engagement  of Rodman in reliance upon any actions taken or
          omitted to be taken by the Company  referenced in clause (i) above, or
          (B)  otherwise  relate to or arise out of Rodman's  activities  on the
          Company's  behalf under  Rodman's  engagement,  and the Company  shall
          reimburse  any  Indemnified  Person for all  expenses  (including  the
          reasonable   fees  and  expenses  of  counsel)  as  incurred  by  such
          Indemnified  Person in  connection  with  investigating,  preparing or
          defending any such claim,  action, suit or proceeding,  whether or not

                                       4
<PAGE>

          in  connection  with  pending or  threatened  litigation  in which any
          Indemnified  Person is a party.  The  Company  will not,  however,  be
          responsible  for any Claim that is finally  judicially  determined  to
          have resulted from the gross  negligence or willful  misconduct of any
          person seeking  indemnification  for such Claim.  The Company  further
          agrees that no  Indemnified  Person  shall have any  liability  to the
          Company for or in connection  with the Company's  engagement of Rodman
          except  for any  Claim  incurred  by the  Company  as a result of such
          Indemnified Person's gross negligence or willful misconduct.

               2. The Company further agrees that it will not, without the prior
          written consent of Rodman, settle,  compromise or consent to the entry
          of any judgment in any pending or threatened Claim in respect of which
          indemnification   may  be  sought   hereunder   (whether  or  not  any
          Indemnified  Person is an actual or  potential  party to such  Claim),
          unless   such   settlement,   compromise   or  consent   includes   an
          unconditional, irrevocable release of each Indemnified Person from any
          and all liability arising out of such Claim.

               3.  Promptly upon receipt by an  Indemnified  Person of notice of
          any  complaint  or the  assertion  or  institution  of any Claim  with
          respect  to which  indemnification  is being  sought  hereunder,  such
          Indemnified  Person  shall  notify  the  Company  in  writing  of such
          complaint or of such assertion or institution but failure to so notify
          the Company  shall not relieve the Company from any  obligation it may
          have hereunder,  except and only to the extent such failure results in
          the forfeiture by the Company of substantial  rights and defenses.  If
          the Company so elects or is requested by such Indemnified  Person, the
          Company  will  assume  the  defense  of  such  Claim,   including  the
          employment  of counsel  reasonably  satisfactory  to such  Indemnified
          Person and the payment of the fees and  expenses of such  counsel.  In
          the event,  however,  that legal  counsel to such  Indemnified  Person
          reasonably  determines  that having common  counsel would present such
          counsel with a conflict of interest or if the  defendant in, or target
          of, any such Claim,  includes an  Indemnified  Person and the Company,
          and legal counsel to such Indemnified Person reasonably concludes that
          there  may be legal  defenses  available  to it or  other  Indemnified
          Persons  different  from or in  addition  to  those  available  to the
          Company,  then such  Indemnified  Person may  employ its own  separate
          counsel to  represent  or defend him,  her or it in any such Claim and
          the  Company  shall  pay the  reasonable  fees  and  expenses  of such
          counsel.  Notwithstanding  anything  herein  to the  contrary,  if the
          Company fails timely or diligently  to defend,  contest,  or otherwise
          protect against any Claim, the relevant  Indemnified  Party shall have
          the right,  but not the obligation,  to defend,  contest,  compromise,
          settle,  assert  crossclaims,  or counterclaims  or otherwise  protect
          against  the same,  and  shall be fully  indemnified  by the  Company,
          including without limitation,  for the reasonable fees and expenses of
          its  counsel  and all  amounts  paid as a result of such  Claim or the
          compromise  or  settlement  thereof.  Notwithstanding  the above,  the
          Company  will only be liable for the fees and expenses of one law firm
          for all Indemnified Persons. In addition, with respect to any Claim in
          which the Company assumes the defense,  the  Indemnified  Person shall
          have the right to  participate in such Claim and to retain his, her or
          its own counsel therefor at his, her or its own expense.

               4.  The  Company  agrees  that  if  any  indemnity  sought  by an
          Indemnified  Person hereunder is held by a court to be unavailable for
          any reason then (whether or not Rodman is the Indemnified Person), the
          Company  and  Rodman  shall  contribute  to the Claim  for which  such

                                       5
<PAGE>

          indemnity is held  unavailable in such proportion as is appropriate to
          reflect the  relative  benefits to the Company,  on the one hand,  and
          Rodman on the other, in connection with Rodman's  engagement  referred
          to above,  subject to the limitation that in no event shall the amount
          of  Rodman's  contribution  to such  Claim  exceed  the amount of fees
          actually  received  by Rodman  from the  Company  pursuant to Rodman's
          engagement.  The Company  hereby agrees that the relative  benefits to
          the Company, on the one hand, and Rodman on the other, with respect to
          Rodman's  engagement  shall be deemed to be in the same  proportion as
          (a) the total  value paid or  proposed  to be paid or  received by the
          Company   pursuant  to  the  applicable   Offering   (whether  or  not
          consummated)  for which Rodman is engaged to render  services bears to
          (b) the fee paid or proposed to be paid to Rodman in  connection  with
          such engagement.

               5.  The  Company's  indemnity,   reimbursement  and  contribution
          obligations  under this  Agreement  (a) shall be in  addition  to, and
          shall in no way limit or  otherwise  adversely  affect any rights that
          any  Indemnified  Party may have at law or at equity  and (b) shall be
          effective whether or not the Company is at fault in any way.

     G. Limitation of Engagement to the Company.  The Company  acknowledges that
Rodman has been retained only by the Company,  that Rodman is providing services
hereunder  as an  independent  contractor  (and not in any  fiduciary  or agency
capacity)  and that the  Company's  engagement  of Rodman 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  Rodman
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  Securities  Exchange Act of 1934,  as amended (the  "Exchange
Act")),  employees or agents.  Unless  otherwise  expressly agreed in writing by
Rodman,  no one other than the Company is authorized to rely upon this Agreement
or any other statements or conduct of Rodman,  and no one other than the Company
is intended to be a beneficiary of this Agreement. The Company acknowledges that
any recommendation or advice, written or oral, given by Rodman to the Company in
connection  with Rodman'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.  Rodman  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 Rodman.

     H. Limitation of Rodman's Liability to the Company.  Rodman and the Company
further agree that neither  Rodman nor any of its affiliates or any of its 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, 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

                                       6
<PAGE>

expenses  that  arise out of or are based on any  action of or failure to act by
Rodman and that are finally  judicially  determined to have resulted solely from
the gross negligence or willful misconduct of Rodman.

     I.  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.  In the event Rodman or
any Indemnified Person is successful in any action, or suit against the Company,
arising  out of or  relating  to this  Agreement,  the final  judgment  or award
entered  shall be entitled  to have and  recover  from the Company the costs and
expenses incurred in connection  therewith,  including its reasonable attorneys'
fees. Any rights to trial by jury with respect to any such action, proceeding or
suit are hereby waived by Rodman and the Company.

     J. Notices.  All notices hereunder will be in writing and sent by certified
mail,  hand  delivery,  overnight  delivery  or fax,  if sent to Rodman,  at the
address set forth on the first page hereof, e-mail: notices@rodm.com, Attention:
Head of Investment Banking, and if sent to the Company, to the address set forth
on  the  first  page  hereof,  e-mail:  grkersten@cel-sci.com  Attention:  Chief
Executive Officer.  Notices sent by certified mail shall be deemed received five
days  thereafter,  notices sent by hand delivery or overnight  delivery shall be
deemed received on the date of the relevant  written record of receipt,  notices
delivered  by fax  shall be  deemed  received  as of the  date and time  printed
thereon by the fax machine and notices sent by e-mail  shall be deemed  received
as of the date and time they were sent.

     K. Conflicts.  The Company  acknowledges that Rodman and its affiliates may
have and may continue to have investment  banking and other  relationships  with
parties other than the Company pursuant to which Rodman may acquire  information
of interest to the Company.  Rodman shall have no  obligation  to disclose  such
information  to the Company or to use such  information  in connection  with any
contemplated transaction.

     L. Anti-Money  Laundering.  To help the United States  government fight the
funding of terrorism and money laundering, the federal laws of the United States
requires all financial  institutions  to obtain,  verify and record  information
that identifies  each person with whom they do business.  This means we must ask
you  for  certain   identifying   information,   including  a  government-issued
identification  number (e.g., a U.S.  taxpayer  identification  number) and such
other  information  or  documents  that we consider  appropriate  to verify your
identity,  such as  certified  articles of  incorporation,  a  government-issued
business license, a partnership agreement or a trust instrument.

     M.  Miscellaneous.  The Company  represents  and  warrants  that it has all
requisite  power  and  authority  to enter  into and  carry  out the  terms  and
provisions of this Agreement and the execution, delivery and performance of this
Agreement does not breach or conflict with any agreement, document or instrument
to which it is a party or bound. This Agreement shall not be modified or amended
except in writing  signed by Rodman and the  Company.  This  Agreement  shall be

                                       7
<PAGE>

binding  upon and inure to the  benefit of both Rodman and the Company and their
respective  assigns,  successors,  and  legal  representatives.  This  Agreement
constitutes the entire  agreement of Rodman and the Company with respect to this
Offering 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 the Agreement  shall remain in full
force and effect.  This  Agreement  may be executed in  counterparts  (including
facsimile  counterparts),  each of which shall be deemed an original  but all of
which together shall constitute one and the same instrument.

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

     In acknowledgment that the foregoing correctly sets forth the understanding
reached by Rodman and the  Company,  please  sign in the space  provided  below,
whereupon  this  letter  shall  constitute  a binding  Agreement  as of the date
indicated above.

                                      Very truly yours,

                                      RODMAN & RENSHAW, A UNIT OF H.C.
                                      WAINWRIGHT & CO., LLC


                                      By: /s/ Edward D. Silvera
                                          ----------------------------------
                                          Name: Edward D. Silvera
                                          Title: COO



Accepted and Agreed:

CEL-SCI CORPORATION


By: /s/ Geert Kersten
    ---------------------
Name: Geert Kersten
Title: CEO
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>3
<FILENAME>form8kitem101ex4qmay-17.txt
<DESCRIPTION>EXHIBIT 4(Q) FORM OF WARRANT (SERIES KK)
<TEXT>





                                  EXHIBIT 4(q)




<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.


COMMON STOCK PURCHASE WARRANT

SERIES KK

CEL-SCI CORPORATION

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

                                      Issue Date: May [___, 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 five (5) year  anniversary  of the  Initial
     Exercise Date (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.  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.

               a)  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
          (or such other office or agency of the Company as it may  designate by

                                       1
<PAGE>

          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.

               b) Exercise  Price.  The  exercise  price per share of the Common
          Stock  under this  Warrant  shall be  $0.1214,  subject to  adjustment
          hereunder (the "Exercise Price").

               c)  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
     (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the

                                       3
<PAGE>

     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).

          d) 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
               damages and not as a penalty,  for each $1,000 of Warrant  Shares

                                       4
<PAGE>

               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  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

                                       5
<PAGE>

               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
          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

                                       6
<PAGE>

          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
          [9.99/4.99%]  of the number of shares of the Common Stock  outstanding
          immediately  after  giving  effect to the issuance of shares of Common

                                       7
<PAGE>

          Stock issuable upon 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.

               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,

                                       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).

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

               e) Fundamental Transaction. If, at any time while this Warrant is
          outstanding,  (i) the Company,  directly or indirectly, in one or more
          related  transactions  effects  any  merger  or  consolidation  of the
          Company with or into  another  Person,  (ii) the Company,  directly or
          indirectly,  effects any sale, lease, license,  assignment,  transfer,
          conveyance or other  disposition  of all or  substantially  all of its
          assets in one or a series of related  transactions,  (iii) any, direct
          or indirect,  purchase offer,  tender offer or exchange offer (whether
          by the  Company or  another  Person) is  completed  pursuant  to which
          holders of Common  Stock are  permitted  to sell,  tender or  exchange
          their  shares  for other  securities,  cash or  property  and has been
          accepted  by the  holders  of 50% or  more of the  outstanding  Common

                                       9
<PAGE>

          Stock,  (iv)  the  Company,  directly  or  indirectly,  in one or more
          related transactions effects any  reclassification,  reorganization or
          recapitalization  of the Common Stock or any compulsory share exchange
          pursuant to which the Common Stock is  effectively  converted  into or
          exchanged for other securities,  cash or property, or (v) the Company,
          directly  or   indirectly,   in  one  or  more  related   transactions
          consummates  a stock or share  purchase  agreement  or other  business
          combination   (including,   without   limitation,   a  reorganization,
          recapitalization,  spin-off  or scheme of  arrangement)  with  another
          Person or group of Persons whereby such other Person or group acquires
          more than 50% of the outstanding shares of Common Stock (not including
          any shares of Common Stock held by the other  Person or other  Persons
          making or party to, or associated or affiliated with the other Persons
          making or party to, such stock or share  purchase  agreement  or other
          business combination) (each a "Fundamental  Transaction"),  then, upon
          any  subsequent  exercise of this  Warrant,  the Holder shall have the
          right to receive, for each Warrant Share that would have been issuable
          upon  such  exercise  immediately  prior  to the  occurrence  of  such
          Fundamental  Transaction,  at the option of the Holder (without regard
          to any  limitation  in Section 2(e) on the exercise of this  Warrant),
          the number of shares of Common  Stock of the  successor  or  acquiring
          corporation or of the Company, if it is the surviving corporation, and
          any   additional   consideration   (the   "Alternate   Consideration")
          receivable as a result of such Fundamental  Transaction by a holder of
          the  number  of shares of Common  Stock  for  which  this  Warrant  is
          exercisable immediately prior to such Fundamental Transaction (without
          regard to any  limitation  in  Section  2(e) on the  exercise  of this
          Warrant).  For purposes of any such exercise, the 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
          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,

                                       10
<PAGE>

          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.

               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.

               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  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.

                    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

                                       11
<PAGE>

               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.

                    a)   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 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

                                       12
<PAGE>

               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.

                    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 Issue Date 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.

                    d) 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.

                    e)  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.

          Section 5. Miscellaneous.

                                       13
<PAGE>

                    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.

                    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 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 Holder as set forth in this Warrant against

                                       14
<PAGE>

               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.

                    e) 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.

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

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

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

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

                                       15
<PAGE>

                    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.

                    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:


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


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


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


     (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
</TEXT>
</DOCUMENT>
<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

                                       1
<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

                                       5
<PAGE>

               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>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>5
<FILENAME>form8kitem101ex5may-17.txt
<DESCRIPTION>EXHIBIT 5 OPINION LETTER
<TEXT>




                                    EXHIBIT 5




<PAGE>



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

                                   May 1, 2017

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 up to 13,199,000
shares of common stock, all as referred to in the Registration Statement on Form
S-3  (File  No.  333-205444)  (the  "Registration  Statement")  filed  with  the
Securities  and Exchange  Commission,  declared  effective by the Securities and
Exchange  Commission  (the  "Commission")  on October 30, 2015,  the  prospectus
included therein (the "Prospectus") and the prospectus supplement,  dated May 1,
2017 (the  "Prospectus  Supplement").  The Prospectus  Supplement  pertains to a
registered direct offering pursuant to the Placement Agent Agreement dated April
30, 2017 between the Company and Rodman & Renshaw,  a unit of H.C.  Wainwright &
Co., LLC.

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

                                          Very truly yours,

                                          HART & HART, LLC

                                          /s/  William T. Hart

                                          William T. Hart



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>form8kitem101ex10sssmay-17.txt
<DESCRIPTION>EXHIBIT 10 (SSS) SECURITIES PURCHASE AGREEMENT
<TEXT>




                                 EXHIBIT 10(sss)




<PAGE>

                          SECURITIES PURCHASE AGREEMENT

     This Securities  Purchase Agreement (this "Agreement") is dated as of April
30, 2017, between CEL-SCI  Corporation,  a Colorado corporation (the "Company"),
and each purchaser identified on the signature pages hereto (each, including its
successors and assigns, a "Purchaser" and collectively the "Purchasers").

     WHEREAS,  subject to the terms and  conditions  set forth in this Agreement
and pursuant to (i) an effective registration statement under the Securities Act
of  1933,  as  amended  (the  "Securities  Act")  as to the  Shares  and (ii) an
exemption from the registration  requirements of Section 5 of the Securities Act
contained in Section  4(a)(2)  thereof and/or  Regulation D thereunder as to the
Warrants,  the  Company  desires to issue and sell to each  Purchaser,  and each
Purchaser,  severally  and not  jointly,  desires to purchase  from the Company,
securities of the Company as more fully described in this Agreement.

     NOW, THEREFORE,  IN CONSIDERATION of the mutual covenants contained in this
Agreement,  and for  other  good and  valuable  consideration  the  receipt  and
adequacy of which are hereby acknowledged,  the Company and each Purchaser agree
as follows:

                                   ARTICLE I.
                                   DEFINITIONS

     1.1  Definitions.  In  addition  to the  terms  defined  elsewhere  in this
Agreement,  for all purposes of this  Agreement,  the  following  terms have the
meanings set forth in this Section 1.1:


          "Acquiring  Person"  shall have the  meaning  ascribed to such term in
     Section 4.5.

          "Action"  shall  have the  meaning  ascribed  to such term in  Section
     3.1(j).

          "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.

          "Closing" means the closing of the purchase and sale of the Securities
     pursuant to Section 2.1.

          "Closing  Date" means the Trading Day on which all of the  Transaction
     Documents  have been  executed  and  delivered  by the  applicable  parties
     thereto, and all conditions precedent to (i) the Purchasers' obligations to

                                       1
<PAGE>

     pay the Subscription  Amount and (ii) the Company's  obligations to deliver
     the  Securities,  in each case,  have been  satisfied or waived,  but in no
     event later than the third Trading Day following the date hereof.

          "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.

          "Company Counsel" means Hart & Hart, LLC.

          "Disclosure  Schedules" means the Disclosure  Schedules of the Company
     delivered concurrently herewith.

          "Evaluation  Date"  shall have the  meaning  ascribed  to such term in
     Section 3.1(s).

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

          "Exempt  Issuance" means the issuance of (a) shares of Common Stock or
     options to employees,  officers or directors of the Company pursuant to any
     stock or option plan duly  adopted for such  purpose,  by a majority of the
     non-employee members of the Board of Directors or a majority of the members
     of a committee of non-employee  directors  established for such purpose for
     services  rendered to the  Company,  (b)  securities  upon the  exercise or
     exchange of or conversion of any Securities  issued  hereunder and/or other
     securities  exercisable or exchangeable  for or convertible  into shares of
     Common Stock issued and outstanding on the date of this Agreement, provided
     that such securities have not been amended since the date of this Agreement
     to  increase  the number of such  securities  or to decrease  the  exercise
     price, exchange price or conversion price of such securities (other than in
     connection with stock splits or combinations) or to extend the term of such
     securities, and (c) securities issued pursuant to acquisitions or strategic
     transactions  approved by a majority of the disinterested  directors of the
     Company,  provided that any such issuance  shall only be to a Person (or to
     the   equityholders   of  a  Person)   which  is,  itself  or  through  its
     subsidiaries,  an  operating  company or an owner of an asset in a business
     synergistic  with the  business  of the  Company  and shall  provide to the
     Company  additional  benefits in addition to the  investment of funds,  but
     shall not include a transaction in which the Company is issuing  securities
     primarily for the purpose of raising  capital or to an entity whose primary
     business is investing in securities.

          "FCPA" means the Foreign Corrupt Practices Act of 1977, as amended.

          "FDA" shall have the meaning ascribed to such term in Section 3.1(hh).

                                       2
<PAGE>

          "FDCA"  shall  have  the  meaning  ascribed  to such  term in  Section
     3.1(hh).

          "GAAP" shall have the meaning ascribed to such term in Section 3.1(h).

          "Indebtedness" shall have the meaning ascribed to such term in Section
     3.1(aa).

          "Intellectual Property Rights" shall have the meaning ascribed to such
     term in Section 3.1(p).

          "Legend Removal Date" shall have the meaning  ascribed to such term in
     Section 4.1(c).

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

          "Material Adverse Effect" shall have the meaning assigned to such term
     in Section 3.1(b).

          "Material  Permits"  shall have the  meaning  ascribed to such term in
     Section 3.1(n).

          "Per Share Purchase  Price" equals  $0.115,  subject to adjustment for
     reverse and forward stock splits,  stock dividends,  stock combinations and
     other similar transactions of the Common Stock that occur after the date of
     this Agreement.

          "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.

          "Pharmaceutical  Product" shall have the meaning ascribed to such term
     in Section 3.1(hh).

          "Placement Agent" means Rodman & Renshaw, a unit of H.C.  Wainwright &
     Co., LLC.

          "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.

          "Prospectus"  means the final  prospectus  filed for the  Registration
     Statement.

          "Prospectus   Supplement"  means  the  supplement  to  the  Prospectus
     complying  with Rule  424(b) of the  Securities  Act that is filed with the
     Commission and delivered by the Company to each Purchaser at the Closing.

          "Purchaser  Party"  shall have the  meaning  ascribed  to such term in
     Section 4.8.

          "Registration  Statement" means the effective  registration  statement
     with Commission file No.  333-205444 which registers the sale of the Shares
     to the Purchasers.

                                       3
<PAGE>

          "Required  Approvals"  shall have the meaning ascribed to such term in
     Section 3.1(e).

          "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.

          "Rule 424" means Rule 424  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.

          "SEC Reports" shall have the meaning  ascribed to such term in Section
     3.1(h).

          "Securities" means the Shares, the Warrants and the Warrant Shares.

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

          "Shares"  means the shares of Common  Stock issued or issuable to each
     Purchaser pursuant to this Agreement.

          "Short  Sales"  means  all  "short  sales" as  defined  in Rule 200 of
     Regulation  SHO under the  Exchange Act (but shall not be deemed to include
     the location and/or reservation of borrowable shares of Common Stock).

          "Subscription  Amount"  means,  as to each  Purchaser,  the  aggregate
     amount to be paid for Shares and Warrants purchased  hereunder as specified
     below such  Purchaser's  name on the signature  page of this  Agreement and
     next to the heading "Subscription  Amount," in United States dollars and in
     immediately available funds.

          "Subsidiary"  means any  subsidiary of the Company as set forth in the
     SEC  Reports,  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  principal  Trading  Market is
     open for trading.

          "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
     any successors to any of the foregoing).

          "Transaction  Documents"  means this  Agreement,  the Warrants and any
     other documents or agreements  executed in connection with the transactions
     contemplated hereunder.

                                       4
<PAGE>

          "Transfer  Agent"  means  Computershare  Trust  Company,  the  current
     transfer  agent of the Company,  and any  successor  transfer  agent of the
     Company.

          "Warrants"  means  collectively,  the Common Stock  purchase  warrants
     delivered  to the  Purchasers  at the Closing in  accordance  with  Section
     2.2(a) hereof,  which  Warrants shall be exercisable  commencing six months
     after the date of issuance and have a term of exercise  equal to 5.5 years,
     in the form of Exhibit A-1, attached hereto.

          "Warrant  Shares"  means  the  shares of Common  Stock  issuable  upon
     exercise of the Warrants.

                                  ARTICLE II.
                                PURCHASE AND SALE

     2.1  Closing.  On the  Closing  Date,  upon the  terms and  subject  to the
conditions  set forth herein,  substantially  concurrent  with the execution and
delivery of this  Agreement by the parties  hereto,  the Company agrees to sell,
and the  Purchasers,  severally  and not jointly,  agree to  purchase,  up to an
aggregate  of  approximately   $1.51  million  of  Shares  and  Warrants.   Each
Purchaser's  Subscription  Amount  as set  forth on the  signature  page  hereto
executed by such Purchaser shall be made available for "Delivery Versus Payment"
settlement  with the Company.  The Company shall  deliver to each  Purchaser its
respective  Shares and a Warrant as determined  pursuant to Section 2.2(a),  and
the  Company  and each  Purchaser  shall  deliver  the other  items set forth in
Section 2.2 deliverable at the Closing.  Upon  satisfaction of the covenants and
conditions  set forth in Sections  2.2 and 2.3,  the Closing  shall occur at the
offices of Company  Counsel or such other location as the parties shall mutually
agree.  Unless  otherwise  directed by the  Placement  Agent,  settlement of the
Shares shall occur via "Delivery  Versus Payment"  ("DVP") (i.e., on the Closing
Date, the Company shall issue the Shares registered in the Purchasers' names and
addresses and released by the Transfer  Agent  directly to the account(s) at the
Placement Agent identified by each Purchaser;  upon receipt of such Shares,  the
Placement  Agent  shall  promptly  electronically  deliver  such  Shares  to the
applicable Purchaser,  and payment therefor shall be made by the Placement Agent
(or its clearing firm) by wire transfer to the Company).

     2.2 Deliveries.

          (a) On or prior to the  Closing  Date,  the Company  shall  deliver or
     cause to be delivered to each Purchaser the following:

               (i) this Agreement duly executed by the Company;

               (ii) a legal  opinion  of  Company  Counsel,  including,  without
          limitation,  a negative  assurance  letter,  in the form and substance
          reasonably satisfactory to the Purchasers;

               (iii)  subject to the last sentence of Section 2.1, a copy of the
          irrevocable   instructions  to  the  Transfer  Agent  instructing  the
          Transfer  Agent to deliver on an  expedited  basis via The  Depository
          Trust  Company  Deposit or  Withdrawal  at Custodian  system  ("DWAC")

                                       5
<PAGE>

          Shares equal to such  Purchaser's  Subscription  Amount divided by the
          Per Share Purchase Price, registered in the name of such Purchaser;

               (iv) a Series KK Warrant registered in the name of such Purchaser
          to purchase  up to a number of shares of Common  Stock equal to 75% of
          such  Purchaser's  Shares,  with an  exercise  price equal to $0.1214,
          subject to adjustment therein (such Series KK Warrant  certificate may
          be delivered within three Trading Days of the Closing Date); and

               (v)  the  Prospectus  and  Prospectus  Supplement  (which  may be
          delivered in accordance with Rule 172 under the Securities Act).

          (b) On or prior to the Closing Date,  each Purchaser  shall deliver or
     cause to be delivered to the Company, as applicable, the following:

               (i) this Agreement duly executed by such Purchaser; and

               (ii) such Purchaser's  Subscription  Amount,  which shall be made
          available for "Delivery Versus Payment" settlement with the Company.

     2.3 Closing Conditions.


          (a) The  obligations of the Company  hereunder in connection  with the
     Closing are subject to the following conditions being met:

               (i) the  accuracy  in all  material  respects  (or, to the extent
          representations or warranties are qualified by materiality or Material
          Adverse Effect,  in all respects) when made and on the Closing Date of
          the representations and warranties of the Purchasers  contained herein
          (unless  as of a  specific  date  therein  in which case they shall be
          accurate as of such date);

               (ii) all obligations,  covenants and agreements of each Purchaser
          required to be  performed  at or prior to the Closing  Date shall have
          been performed; and

               (iii) the  delivery by each  Purchaser  of the items set forth in
          Section 2.2(b) of this Agreement.

          (b)  The  respective   obligations  of  the  Purchasers  hereunder  in
     connection with the Closing are subject to the following  conditions  being
     met:

               (i) the  accuracy  in all  material  respects  (or, to the extent
          representations or warranties are qualified by materiality or Material
          Adverse Effect,  in all respects) when made and on the Closing Date of
          the  representations  and warranties of the Company  contained  herein
          (unless  as of a  specific  date  therein  in which case they shall be
          accurate as of such date);

                                       6
<PAGE>

               (ii) all  obligations,  covenants  and  agreements of the Company
          required to be  performed  at or prior to the Closing  Date shall have
          been performed;

               (iii)  the  delivery  by the  Company  of the  items set forth in
          Section 2.2(a) of this Agreement;

               (iv)  there  shall  have been no  Material  Adverse  Effect  with
          respect to the Company since the date hereof; and

               (v) from the date  hereof to the  Closing  Date,  trading  in the
          Common Stock shall not have been  suspended by the  Commission  or the
          Company's  principal  Trading  Market,  and,  at any time prior to the
          Closing Date, trading in securities generally as reported by Bloomberg
          L.P. shall not have been suspended or limited, or minimum prices shall
          not have been  established on securities  whose trades are reported by
          such service, or on any Trading Market, nor shall a banking moratorium
          have been  declared  either  by the  United  States or New York  State
          authorities  nor shall there have  occurred any  material  outbreak or
          escalation of hostilities or other national or international  calamity
          of such magnitude in its effect on, or any material adverse change in,
          any financial  market which, in each case, in the reasonable  judgment
          of such Purchaser,  makes it  impracticable or inadvisable to purchase
          the Securities at the Closing.

                                  ARTICLE III.
                         REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Company. Except as set forth in the
Disclosure Schedules, which Disclosure Schedules shall be deemed a part hereof
and shall qualify any representation or otherwise made herein to the extent of
the disclosure contained in the corresponding section of the Disclosure
Schedules, the Company hereby makes the following representations and warranties
to each Purchaser:

          (a) Subsidiaries.  All of the direct and indirect  subsidiaries of the
     Company are as disclosed in the SEC Reports. Except as set forth in the SEC
     Reports, the Company owns, directly or indirectly, all of the capital stock
     or other equity  interests of each  Subsidiary free and clear of any Liens,
     and all of the  issued  and  outstanding  shares of  capital  stock of each
     Subsidiary are validly issued and are fully paid,  non-assessable  and free
     of preemptive and similar rights to subscribe for or purchase securities.

          (b)  Organization  and  Qualification.  The  Company  and  each of the
     Subsidiaries is an entity duly incorporated or otherwise organized, validly
     existing and in good  standing  under the laws of the  jurisdiction  of its
     incorporation  or  organization,  with the requisite power and authority to
     own and use its  properties  and  assets  and to carry on its  business  as
     currently conducted. Neither the Company nor any Subsidiary is in violation
     nor  default of any of the  provisions  of its  respective  certificate  or
     articles  of  incorporation,  bylaws  or other  organizational  or  charter
     documents.  Each of the Company and the  Subsidiaries  is duly qualified to
     conduct business and is in good standing as a foreign  corporation or other
     entity in each  jurisdiction in which the nature of the business  conducted
     or property owned by it makes such  qualification  necessary,  except where

                                       7
<PAGE>

     the failure to be so  qualified  or in good  standing,  as the case may be,
     could not have or  reasonably  be  expected  to result  in:  (i) a material
     adverse  effect  on  the  legality,   validity  or  enforceability  of  any
     Transaction  Document,  (ii) a material  adverse  effect on the  results of
     operations,   assets,  business,   prospects  or  condition  (financial  or
     otherwise) of the Company and the Subsidiaries,  taken as a whole, or (iii)
     a  material  adverse  effect on the  Company's  ability  to  perform in any
     material  respect on a timely basis its  obligations  under any Transaction
     Document (any of (i), (ii) or (iii),  a "Material  Adverse  Effect") and no
     Proceeding has been instituted in any such jurisdiction revoking,  limiting
     or  curtailing  or  seeking  to  revoke,  limit or  curtail  such power and
     authority or qualification.

          (c)  Authorization;   Enforcement.   The  Company  has  the  requisite
     corporate  power  and  authority  to  enter  into  and  to  consummate  the
     transactions   contemplated  by  this  Agreement  and  each  of  the  other
     Transaction  Documents and otherwise to carry out its obligations hereunder
     and  thereunder.  The execution and delivery of this  Agreement and each of
     the other  Transaction  Documents by the Company and the consummation by it
     of  the  transactions  contemplated  hereby  and  thereby  have  been  duly
     authorized  by all  necessary  action  on the  part of the  Company  and no
     further  action is required by the  Company,  the Board of Directors or the
     Company's  stockholders  in connection  herewith or therewith other than in
     connection  with the  Required  Approvals.  This  Agreement  and each other
     Transaction Document to which it is a party has been (or upon delivery will
     have been) duly executed by the Company and,  when  delivered in accordance
     with the terms hereof and thereof,  will  constitute  the valid and binding
     obligation  of the Company  enforceable  against the Company in  accordance
     with its terms,  except (i) as limited by general equitable  principles and
     applicable  bankruptcy,  insolvency,  reorganization,  moratorium and other
     laws of general  application  affecting  enforcement  of creditors'  rights
     generally, (ii) as limited by laws relating to the availability of specific
     performance,  injunctive  relief  or other  equitable  remedies  and  (iii)
     insofar as  indemnification  and contribution  provisions may be limited by
     applicable law.

          (d) No  Conflicts.  The  execution,  delivery and  performance  by the
     Company of this Agreement and the other  Transaction  Documents to which it
     is a party, the issuance and sale of the Securities and the consummation by
     it of the transactions  contemplated hereby and thereby do not and will not
     (i)  conflict  with  or  violate  any  provision  of the  Company's  or any
     Subsidiary's  certificate  or  articles of  incorporation,  bylaws or other
     organizational or charter documents, or (ii) conflict with, or constitute a
     default (or an event that with notice or lapse of time or both would become
     a  default)  under,  result  in the  creation  of any Lien  upon any of the
     properties  or assets of the Company or any  Subsidiary,  or give to others
     any rights of termination, amendment, acceleration or cancellation (with or
     without notice, lapse of time or both) of, any agreement,  credit facility,
     debt or other  instrument  (evidencing  a  Company  or  Subsidiary  debt or
     otherwise) or other understanding to which the Company or any Subsidiary is
     a party or by which any property or asset of the Company or any  Subsidiary
     is bound or affected, or (iii) subject to the Required Approvals,  conflict
     with  or  result  in a  violation  of any  law,  rule,  regulation,  order,
     judgment,   injunction,  decree  or  other  restriction  of  any  court  or
     governmental  authority  to which the  Company or a  Subsidiary  is subject
     (including federal and state securities laws and regulations),  or by which

                                       8
<PAGE>

     any property or asset of the Company or a Subsidiary  is bound or affected;
     except in the case of each of  clauses  (ii) and  (iii),  such as could not
     have or reasonably be expected to result in a Material Adverse Effect.

          (e) Filings,  Consents and  Approvals.  The Company is not required to
     obtain any consent, waiver,  authorization or order of, give any notice to,
     or make any filing or registration with, any court or other federal, state,
     local or other  governmental  authority or other Person in connection  with
     the execution,  delivery and  performance by the Company of the Transaction
     Documents,  other than: (i) the filings required pursuant to Section 4.4 of
     this  Agreement,  (ii) the filing  with the  Commission  of the  Prospectus
     Supplement,  (iii) application(s) to each applicable Trading Market for the
     listing of the Shares and Warrant  Shares for  trading  thereon in the time
     and manner required thereby, (iv) the filing of Form D with the Commission,
     and (v) such  filings as are  required  to be made under  applicable  state
     securities    laws     (collectively,     the    "Required     Approvals").

          (f) Issuance of the Securities;  Registration. The Securities are duly
     authorized  and, when issued and paid for in accordance with the applicable
     Transaction  Documents,  will be duly and  validly  issued,  fully paid and
     nonassessable,  free and clear of all Liens  imposed  by the  Company.  The
     Warrant  Shares,  when issued in accordance with the terms of the Warrants,
     will be validly issued, fully paid and nonassessable, free and clear of all
     Liens  imposed by the  Company.  The  Company  has  reserved  from its duly
     authorized  capital  stock the  maximum  number  of shares of Common  Stock
     issuable  pursuant  to this  Agreement  and the  Warrants.  The Company has
     prepared  and filed  the  Registration  Statement  in  conformity  with the
     requirements of the Securities  Act, which became  effective on October 30,
     2015 (the "Effective Date"), including the Prospectus,  and such amendments
     and  supplements  thereto  as may have  been  required  to the date of this
     Agreement.  The Company  was at the time of the filing of the  Registration
     Statement eligible to use Form S-3. The Company is eligible to use Form S-3
     under the Securities  Act and it meets the  transaction  requirements  with
     respect to the aggregate  market value of securities being sold pursuant to
     this  offering  and the 12  month  calendrer  in  accordance  with  General
     Instruction  I.B.6 of Form S-3.  The  Registration  Statement  is effective
     under the  Securities  Act and no stop order  preventing or suspending  the
     effectiveness of the Registration Statement or suspending or preventing the
     use of the  Prospectus has been issued by the Commission and no proceedings
     for that purpose have been  instituted or, to the knowledge of the Company,
     are threatened by the Commission. The Company, if required by the rules and
     regulations  of  the  Commission,   shall  file  the  Prospectus  with  the
     Commission pursuant to Rule 424(b). At the time the Registration  Statement
     and any amendments thereto became effective,  at the date of this Agreement
     and at the Closing Date,  the  Registration  Statement  and any  amendments
     thereto  conformed  and  will  conform  in  all  material  respects  to the
     requirements  of the  Securities  Act and did not and will not  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
     not  misleading;  and the  Prospectus  and any  amendments  or  supplements
     thereto,  at time the Prospectus or any amendment or supplement thereto was
     issued and at the Closing Date,  conformed and will conform in all material
     respects to the requirements of the Securities Act and did not and will not

                                       9
<PAGE>

     contain an untrue  statement of a material fact or omit to state a material
     fact  necessary in order to make the  statements  therein,  in light of the
     circumstances under which they were made, not misleading.

          (g) Capitalization.  The capitalization of the Company is disclosed in
     the  Company's  report on Form 10-K for the year ended  September 30, 2016,
     and the  Company's  report on Form 10-Q for the period  ended  December 31,
     2016.  Except as set forth on schedule  3.1(g),  the Company has not issued
     any capital stock since its most recently filed  periodic  report under the
     Exchange Act, other than pursuant to the exercise of employee stock options
     under the Company's  stock option  plans,  the issuance of shares of Common
     Stock to employees  pursuant to the Company's employee stock purchase plans
     and pursuant to the conversion  and/or exercise of Common Stock Equivalents
     outstanding as of the date of the most recently filed periodic report under
     the Exchange Act. Except as set forth on Schedule 3.1(g), no Person has any
     right of first refusal,  preemptive right,  right of participation,  or any
     similar  right  to  participate  in the  transactions  contemplated  by the
     Transaction  Documents.  Except as a result of the purchase and sale of the
     Securities  and as set forth on Schedule  3.1(g),  there are no outstanding
     options,  warrants,  scrip rights to subscribe to, calls or  commitments of
     any character whatsoever relating to, or securities,  rights or obligations
     convertible  into or exercisable or exchangeable  for, or giving any Person
     any right to  subscribe  for or acquire,  any shares of Common Stock or the
     capital stock of any Subsidiary, or contracts, commitments,  understandings
     or  arrangements  by which the Company or any  Subsidiary  is or may become
     bound  to  issue  additional   shares  of  Common  Stock  or  Common  Stock
     Equivalents  or capital  stock of any  Subsidiary.  Except as  disclosed in
     Schedule 3.1(g),  the issuance and sale of the Securities will not obligate
     the  Company or any  Subsidiary  to issue  shares of Common  Stock or other
     securities to any Person (other than the Purchasers) and will not result in
     a right of any  holder  of  Company  securities  to  adjust  the  exercise,
     conversion, exchange or reset price under any of such securities. There are
     no  outstanding  securities or instruments of the Company or any Subsidiary
     that  contain  any  redemption  or  similar  provisions,  and  there are no
     contracts, commitments, understandings or arrangements by which the Company
     or any  Subsidiary  is or may  become  bound to  redeem a  security  of the
     Company or such  Subsidiary.  Except as set forth in Schedule  3.1(g),  the
     Company  does not have any stock  appreciation  rights or  "phantom  stock"
     plans  or  agreements  or  any  similar  plan  or  agreement.  All  of  the
     outstanding  shares of capital  stock of the Company  are duly  authorized,
     validly  issued,  fully  paid  and  nonassessable,   have  been  issued  in
     compliance  with all federal and state  securities  laws,  and none of such
     outstanding  shares was issued in  violation  of any  preemptive  rights or
     similar rights to subscribe for or purchase securities. No further approval
     or authorization  of any  stockholder,  the Board of Directors or others is
     required for the issuance and sale of the  Securities.  Except as set forth
     in Schedule 3.1(g), there are no stockholders agreements, voting agreements
     or other similar  agreements with respect to the Company's capital stock to
     which the Company is a party or, to the  knowledge of the Company,  between
     or among any of the Company's stockholders.

          (h) SEC  Reports;  Financial  Statements.  The  Company  has filed all
     reports,  schedules,  forms,  statements and other documents required to be
     filed  by the  Company  under  the  Securities  Act and the  Exchange  Act,
     including  pursuant to Section  13(a) or 15(d)  thereof,  for the two years
     preceding  the date  hereof  (or such  shorter  period as the  Company  was

                                       10
<PAGE>

     required  by law or  regulation  to  file  such  material)  (the  foregoing
     materials,  including the exhibits  thereto and documents  incorporated  by
     reference  therein,   together  with  the  Prospectus  and  the  Prospectus
     Supplement,  being collectively referred to herein as the "SEC Reports") on
     a timely basis or has received a valid extension of such time of filing and
     has  filed  any  such  SEC  Reports  prior  to the  expiration  of any such
     extension.  As of their  respective  dates, the SEC Reports complied in all
     material  respects  with the  requirements  of the  Securities  Act and the
     Exchange  Act,  as  applicable,  and none of the SEC  Reports,  when filed,
     contained  any untrue  statement  of a material  fact or omitted to state a
     material fact  required to be stated  therein or necessary in order to make
     the statements  therein, in the light of the circumstances under which they
     were made, not misleading.  The Company has never been an issuer subject to
     Rule 144(i) under the  Securities  Act.  The  financial  statements  of the
     Company  included in the SEC Reports  comply in all material  respects with
     applicable  accounting  requirements  and the rules and  regulations of the
     Commission  with respect  thereto as in effect at the time of filing.  Such
     financial  statements  have been prepared in accordance  with United States
     generally  accepted  accounting  principles  applied on a consistent  basis
     during the periods involved ("GAAP"),  except as may be otherwise specified
     in such financial statements or the notes thereto and except that unaudited
     financial  statements  may not contain all footnotes  required by GAAP, and
     fairly  present in all  material  respects  the  financial  position of the
     Company and its  consolidated  Subsidiaries as of and for the dates thereof
     and the results of  operations  and cash flows for the periods  then ended,
     subject,  in the  case of  unaudited  statements,  to  normal,  immaterial,
     year-end audit adjustments.

          (i) Material Changes; Undisclosed Events, Liabilities or Developments.
     Since the date of the latest audited financial  statements  included within
     the SEC Reports,  except as  specifically  disclosed  in a  subsequent  SEC
     Report  filed  prior to the  date  hereof,  (i)  there  has been no  event,
     occurrence or development that has had or that could reasonably be expected
     to result in a Material  Adverse Effect,  (ii) the Company has not incurred
     any liabilities (contingent or otherwise) other than (A) trade payables and
     accrued  expenses  incurred in the ordinary  course of business  consistent
     with past practice and (B)  liabilities not required to be reflected in the
     Company's  financial  statements  pursuant to GAAP or  disclosed in filings
     made with the  Commission,  (iii) the Company has not altered its method of
     accounting,  (iv) the  Company  has not  declared  or made any  dividend or
     distribution  of cash or other property to its  stockholders  or purchased,
     redeemed  or made any  agreements  to  purchase or redeem any shares of its
     capital  stock and (v) the Company has not issued any equity  securities to
     any officer,  director or Affiliate,  except  pursuant to existing  Company
     stock option plans. The Company does not have pending before the Commission
     any request  for  confidential  treatment  of  information.  Except for the
     issuance  of the  Securities  contemplated  by this  Agreement,  no  event,
     liability,  fact,  circumstance,  occurrence or development has occurred or
     exists or is  reasonably  expected  to occur or exist  with  respect to the
     Company or its  Subsidiaries  or their  respective  businesses,  prospects,
     properties,  operations,  assets  or  financial  condition  that  would  be
     required to be disclosed by the Company under applicable securities laws at
     the time  this  representation  is made or  deemed  made  that has not been
     publicly disclosed at least 1 (one) Trading Day prior to the date that this
     representation is made.

                                       11
<PAGE>

          (j) Litigation.  Except as set forth on Schedule  3.1(j),  there is no
     action,  suit,  inquiry,  notice of violation,  proceeding or investigation
     pending  or,  to  the  knowledge  of the  Company,  threatened  against  or
     affecting the Company, any Subsidiary or any of their respective properties
     before or by any court,  arbitrator,  governmental or administrative agency
     or  regulatory  authority  (federal,   state,  county,  local  or  foreign)
     (collectively,  an "Action") which (i) adversely  affects or challenges the
     legality, validity or enforceability of any of the Transaction Documents or
     the Securities or (ii) could, if there were an unfavorable  decision,  have
     or reasonably be expected to result in a Material  Adverse Effect.  Neither
     the Company nor any Subsidiary,  nor any director or officer thereof, is or
     has been the  subject of any Action  involving a claim of  violation  of or
     liability  under federal or state  securities  laws or a claim of breach of
     fiduciary duty. Except as set forth in Schedule 3.1(j), there has not been,
     and to the knowledge of the Company,  there is not pending or contemplated,
     any investigation by the Commission involving the Company or any current or
     former  director or officer of the Company.  The  Commission has not issued
     any  stop  order  or  other  order  suspending  the  effectiveness  of  any
     registration  statement  filed by the Company or any  Subsidiary  under the
     Exchange Act or the Securities Act.

          (k) Labor  Relations.  No labor dispute exists or, to the knowledge of
     the  Company,  is  imminent  with  respect to any of the  employees  of the
     Company, which could reasonably be expected to result in a Material Adverse
     Effect. None of the Company's or its Subsidiaries' employees is a member of
     a union that relates to such  employee's  relationship  with the Company or
     such  Subsidiary,  and neither the Company nor any of its Subsidiaries is a
     party  to a  collective  bargaining  agreement,  and  the  Company  and its
     Subsidiaries  believe that their  relationships  with their  employees  are
     good. To the knowledge of the Company,  no executive officer of the Company
     or any  Subsidiary,  is,  or is now  expected  to be, in  violation  of any
     material term of any employment  contract,  confidentiality,  disclosure or
     proprietary  information  agreement or  non-competition  agreement,  or any
     other  contract or  agreement or any  restrictive  covenant in favor of any
     third party,  and the continued  employment of each such executive  officer
     does not subject the Company or any of its  Subsidiaries  to any  liability
     with  respect  to  any  of the  foregoing  matters.  The  Company  and  its
     Subsidiaries  are in compliance  with all U.S.  federal,  state,  local and
     foreign  laws  and  regulations   relating  to  employment  and  employment
     practices,  terms and conditions of employment and wages and hours,  except
     where the failure to be in  compliance  could not,  individually  or in the
     aggregate, reasonably be expected to have a Material Adverse Effect.

          (l)  Compliance.  Neither the Company  nor any  Subsidiary:  (i) is in
     default  under or in violation  of (and no event has occurred  that has not
     been waived that,  with notice or lapse of time or both,  would result in a
     default by the Company or any Subsidiary under), nor has the Company or any
     Subsidiary  received  notice of a claim that it is in default under or that
     it is in violation of, any indenture, loan or credit agreement or any other
     agreement or instrument to which it is a party or by which it or any of its
     properties  is bound  (whether or not such  default or  violation  has been
     waived),  (ii) is in  violation  of any  judgment,  decree  or order of any
     court,  arbitrator or other governmental  authority or (iii) is or has been
     in  violation  of  any  statute,  rule,  ordinance  or  regulation  of  any
     governmental authority,  including without limitation all foreign, federal,
     state  and  local  laws  relating  to  taxes,   environmental   protection,

                                       12
<PAGE>

     occupational  health and safety,  product quality and safety and employment
     and labor  matters,  except in each case as could not have or reasonably be
     expected to result in a Material Adverse Effect.

          (m)  Environmental  Laws. The Company and its  Subsidiaries (i) are in
     compliance  with all federal,  state,  local and foreign  laws  relating to
     pollution  or  protection  of human  health or the  environment  (including
     ambient  air,  surface  water,  groundwater,  land  surface  or  subsurface
     strata),  including  laws  relating to emissions,  discharges,  releases or
     threatened  releases of chemicals,  pollutants,  contaminants,  or toxic or
     hazardous substances or wastes (collectively,  "Hazardous "Materials") into
     the  environment,  or otherwise  relating to the  manufacture,  processing,
     distribution,  use, treatment,  storage, disposal, transport or handling of
     Hazardous  Materials,  as  well  as  all  authorizations,  codes,  decrees,
     demands, or demand letters,  injunctions,  judgments,  licenses, notices or
     notice letters,  orders,  permits, plans or regulations,  issued,  entered,
     promulgated  or  approved  thereunder  ("Environmental  Laws");  (ii)  have
     received  all permits  licenses or other  approvals  required of them under
     applicable  Environmental Laws to conduct their respective businesses;  and
     (iii) are in compliance  with all terms and  conditions of any such permit,
     license or approval  where in each clause (i), (ii) and (iii),  the failure
     to so comply could be reasonably  expected to have,  individually or in the
     aggregate, a Material Adverse Effect.

          (n) Regulatory Permits.  The Company and the Subsidiaries  possess all
     certificates, authorizations and permits issued by the appropriate federal,
     state, local or foreign regulatory  authorities  necessary to conduct their
     respective  businesses  as described  in the SEC Reports,  except where the
     failure to possess such permits could not  reasonably be expected to result
     in a Material Adverse Effect ("Material Permits"),  and neither the Company
     nor any Subsidiary  has received any notice of proceedings  relating to the
     revocation or modification of any Material Permit.

          (o) Title to Assets.  The Company and the  Subsidiaries  have good and
     marketable  title in fee simple to all real property owned by them and good
     and  marketable  title  in all  personal  property  owned  by them  that is
     material to the business of the Company and the Subsidiaries,  in each case
     free and clear of all  Liens,  except  for (i)  Liens as do not  materially
     affect the value of such property and do not materially  interfere with the
     use made and  proposed  to be made of such  property by the Company and the
     Subsidiaries  and (ii)  Liens for the  payment of  federal,  state or other
     taxes, for which appropriate reserves have been made therefor in accordance
     with GAAP and,  the payment of which is neither  delinquent  nor subject to
     penalties. Any real property and facilities held under lease by the Company
     and  the  Subsidiaries  are  held  by  them  under  valid,  subsisting  and
     enforceable  leases  with which the  Company  and the  Subsidiaries  are in
     compliance.

          (p) Intellectual  Property.  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,
     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 SEC Reports and which the failure to so have

                                       13
<PAGE>

     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
     the SEC Reports, 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,  except as could not have or  reasonably  be expected to not
     have a Material Adverse Effect.  To the knowledge of the Company,  all such
     Intellectual  Property  Rights  are  enforceable  and there is no  existing
     infringement by another Person of any of the Intellectual  Property Rights.
     The Company and its Subsidiaries have taken reasonable security measures to
     protect the secrecy, confidentiality and value of all of their intellectual
     properties, except where failure to do so could not, individually or in the
     aggregate, reasonably be expected to have a Material Adverse Effect.

          (q)  Insurance.  The  Company  and the  Subsidiaries  are  insured  by
     insurers of  recognized  financial  responsibility  against such losses and
     risks and in such amounts as are prudent and customary in the businesses in
     which the Company and the  Subsidiaries  are  engaged,  including,  but not
     limited to, directors and officers insurance coverage at least equal to the
     aggregate  Subscription Amount.  Neither the Company nor any Subsidiary has
     any  reason  to  believe  that it will  not be able to renew  its  existing
     insurance  coverage as and when such coverage  expires or to obtain similar
     coverage from similar insurers as may be necessary to continue its business
     without a significant increase in cost.

          (r) Transactions With Affiliates and Employees. Except as set forth in
     the SEC  Reports,  none of the  officers or directors of the Company or any
     Subsidiary  and, to the knowledge of the Company,  none of the employees of
     the Company or any Subsidiary is presently a party to any transaction  with
     the  Company or any  Subsidiary  (other  than for  services  as  employees,
     officers  and  directors),  including  any  contract,  agreement  or  other
     arrangement  providing for the  furnishing of services to or by,  providing
     for  rental of real or  personal  property  to or from,  providing  for the
     borrowing  of money  from or  lending  of money to or  otherwise  requiring
     payments  to or from any  officer,  director  or such  employee  or, to the
     knowledge of the Company, any entity in which any officer, director, or any
     such  employee  has a  substantial  interest  or is an  officer,  director,
     trustee, stockholder, member or partner, in each case in excess of $120,000
     other  than for (i)  payment  of salary  or  consulting  fees for  services
     rendered, (ii) reimbursement for expenses incurred on behalf of the Company
     and (iii) other employee benefits,  including stock option agreements under
     any stock option plan of the Company.

          (s) Sarbanes-Oxley;  Internal Accounting Controls. The Company and the
     Subsidiaries are in compliance with any and all applicable  requirements of
     the  Sarbanes-Oxley  Act of 2002 that are  effective as of the date hereof,
     and  any  and all  applicable  rules  and  regulations  promulgated  by the
     Commission  thereunder  that are  effective as of the date hereof and as of
     the Closing  Date.  The Company and the  Subsidiaries  maintain a system of

                                       14
<PAGE>

     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 GAAP and to
     maintain asset accountability,  (iii) access to assets is permitted only in
     accordance with management's  general or specific  authorization,  and (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.  The Company and the Subsidiaries have established  disclosure
     controls and  procedures  (as defined in Exchange Act Rules  13a-15(e)  and
     15d-15(e))  for  the  Company  and  the   Subsidiaries  and  designed  such
     disclosure  controls and procedures to ensure that information  required to
     be  disclosed  by the Company in the reports it files or submits  under the
     Exchange Act is recorded,  processed,  summarized and reported,  within the
     time periods  specified in the Commission's  rules and forms. The Company's
     certifying  officers have  evaluated the  effectiveness  of the  disclosure
     controls and procedures of the Company and the  Subsidiaries  as of the end
     of the period covered by the most recently filed periodic  report under the
     Exchange Act (such date, the "Evaluation  Date").  The Company presented in
     its  most  recently  filed  periodic  report  under  the  Exchange  Act the
     conclusions  of the  certifying  officers  about the  effectiveness  of the
     disclosure  controls and  procedures  based on their  evaluations as of the
     Evaluation  Date.  Since the Evaluation Date, there have been no changes in
     the internal  control over financial  reporting (as such term is defined in
     the Exchange Act) of the Company and its Subsidiaries  that have materially
     affected,  or is  reasonably  likely to  materially  affect,  the  internal
     control over financial reporting of the Company and its Subsidiaries.

          (t) Certain Fees. Except as set forth in the Prospectus Supplement, no
     brokerage  or finder's  fees or  commissions  are or will be payable by the
     Company or any Subsidiary to any broker,  financial  advisor or consultant,
     finder,  placement  agent,  investment  banker,  bank or other  Person with
     respect to the transactions  contemplated by the Transaction Documents. The
     Purchasers  shall  have no  obligation  with  respect  to any  fees or with
     respect to any claims  made by or on behalf of other  Persons for fees of a
     type  contemplated  in this Section that may be due in connection  with the
     transactions contemplated by the Transaction Documents.

          (u)  Investment  Company.  The Company is not, and is not an Affiliate
     of, and immediately  after receipt of payment for the Securities,  will not
     be or be an Affiliate of, an "investment company" within the meaning of the
     Investment  Company Act of 1940, as amended.  The Company shall conduct its
     business  in a manner so that it will not  become an  "investment  company"
     subject  to  registration  under the  Investment  Company  Act of 1940,  as
     amended.

          (v) Registration  Rights. No Person has any right to cause the Company
     or any  Subsidiary to effect the  registration  under the Securities Act of
     any securities of the Company or any Subsidiary.

          (w)  Listing  and  Maintenance  Requirements.   The  Common  Stock  is
     registered  pursuant to Section 12(b) or 12(g) of the Exchange Act, and the
     Company  has taken no action  designed  to,  or which to its  knowledge  is
     likely to have the effect of,  terminating  the  registration of the Common
     Stock under the Exchange Act nor has the Company  received any notification
     that the Commission is contemplating terminating such registration.  Except

                                       15
<PAGE>

     as set forth in  Schedule  3.1(w),  the  Company  has not, in the 12 months
     preceding the date hereof, received notice from any Trading Market on which
     the Common  Stock is or has been  listed or quoted to the  effect  that the
     Company is not in compliance  with the listing or maintenance  requirements
     of such Trading  Market.  The Company is, and has no reason to believe that
     it will not in the  foreseeable  future  continue to be, in compliance with
     all  such  listing  and  maintenance  requirements.  The  Common  Stock  is
     currently  eligible for electronic  transfer  through the Depository  Trust
     Company or another  established  clearing  corporation  and the  Company is
     current in payment of the fees to the  Depository  Trust  Company  (or such
     other established clearing  corporation) in connection with such electronic
     transfer.

          (x) Application of Takeover Protections.  The Company and the Board of
     Directors  have  taken all  necessary  action,  if any,  in order to render
     inapplicable any control share acquisition,  business  combination,  poison
     pill (including any distribution under a rights agreement) or other similar
     anti-takeover  provision under the Company's  certificate of  incorporation
     (or similar  charter  documents) or the laws of its state of  incorporation
     that is or could become  applicable  to the  Purchasers  as a result of the
     Purchasers and the Company fulfilling their obligations or exercising their
     rights under the Transaction  Documents,  including without limitation as a
     result of the  Company's  issuance of the  Securities  and the  Purchasers'
     ownership of the Securities.

          (y)  Disclosure.  Except  with  respect  to  the  material  terms  and
     conditions of the transactions  contemplated by the Transaction  Documents,
     the Company  confirms  that neither it nor any other  Person  acting on its
     behalf has provided any of the  Purchasers  or their agents or counsel with
     any information that it believes  constitutes or might constitute material,
     non-public  information which is not otherwise  disclosed in the Prospectus
     Supplement.  The Company  understands and confirms that the Purchasers will
     rely  on  the  foregoing   representation  in  effecting   transactions  in
     securities of the Company.  All of the disclosure furnished by or on behalf
     of  the  Company  to  the   Purchasers   regarding   the  Company  and  its
     Subsidiaries, their respective businesses and the transactions contemplated
     hereby,  including the Disclosure Schedules to this Agreement,  is true and
     correct  and does not contain any untrue  statement  of a material  fact or
     omit to state any material fact  necessary in order to make the  statements
     made therein, in light of the circumstances under which they were made, not
     misleading.  The press  releases  disseminated  by the  Company  during the
     twelve months  preceding the date of this Agreement taken as a whole do not
     contain any untrue statement of a material fact or omit to state a material
     fact  required  to be  stated  therein  or  necessary  in order to make the
     statements  therein,  in light of the  circumstances  under which they were
     made and when made, not  misleading.  The Company  acknowledges  and agrees
     that no Purchaser makes or has made any  representations or warranties with
     respect  to  the   transactions   contemplated   hereby  other  than  those
     specifically set forth in Section 3.2 hereof.

          (z) No Integrated  Offering.  Assuming the accuracy of the Purchasers'
     representations  and  warranties  set forth in  Section  3.2,  neither  the
     Company,  nor any of its Affiliates,  nor any Person acting on its or their
     behalf  has,  directly  or  indirectly,  made  any  offers  or sales of any
     security or solicited any offers to buy any security,  under  circumstances
     that would cause this  offering of the  Securities  to be  integrated  with

                                       16
<PAGE>

     prior offerings by the Company for purposes of (i) the Securities Act which
     would require the  registration of the Warrants or Warrant Shares under the
     Securities Act, or (ii) any applicable  shareholder  approval provisions of
     any Trading Market on which any of the securities of the Company are listed
     or designated.

          (aa) Solvency.  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 Securities 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.  Schedule  3.1(aa)  sets forth as of the date hereof all
     outstanding  secured  and  unsecured  Indebtedness  of the  Company  or any
     Subsidiary, or for which the Company or any Subsidiary has commitments. For
     the purposes of this  Agreement,  "Indebtedness"  means (x) any liabilities
     for borrowed  money or amounts owed in excess of $50,000  (other than trade
     accounts  payable  incurred in the ordinary  course of  business),  (y) all
     guaranties,  endorsements  and other  contingent  obligations in respect of
     indebtedness of others,  whether or not the same are or should be reflected
     in the Company's consolidated balance sheet (or the notes thereto),  except
     guaranties  by  endorsement  of  negotiable   instruments  for  deposit  or
     collection or similar transactions in the ordinary course of business;  and
     (z) the present value of any lease  payments in excess of $50,000 due under
     leases  required to be  capitalized  in accordance  with GAAP.  Neither the
     Company nor any Subsidiary is in default with respect to any Indebtedness.

          (bb) Tax Status. Except for matters that would not, individually or in
     the  aggregate,  have or  reasonably  be  expected  to result in a Material
     Adverse Effect, the Company and its Subsidiaries each (i) has made or filed
     all United States  federal,  state and local income and all foreign  income
     and  franchise  tax  returns,  reports  and  declarations  required  by any
     jurisdiction  to which it is  subject,  (ii) has paid all  taxes  and other
     governmental  assessments and charges that are material in amount, shown or
     determined to be due on such returns,  reports and  declarations  and (iii)
     has set aside on its books provision reasonably adequate for the payment of
     all  material  taxes for  periods  subsequent  to the periods to which such

                                       17
<PAGE>

     returns,  reports or declarations  apply.  There are no unpaid taxes in any
     material  amount  claimed  to  be  due  by  the  taxing  authority  of  any
     jurisdiction,  and the officers of the Company or of any Subsidiary know of
     no basis for any such claim.

          (cc)  Foreign   Corrupt   Practices.   Neither  the  Company  nor  any
     Subsidiary,  nor to the  knowledge  of the Company or any  Subsidiary,  any
     agent or other  person  acting on behalf of the Company or any  Subsidiary,
     has (i) directly or indirectly,  used any funds for unlawful contributions,
     gifts,  entertainment  or other  unlawful  expenses  related  to foreign or
     domestic political  activity,  (ii) made any unlawful payment to foreign or
     domestic  government  officials  or employees or to any foreign or domestic
     political  parties or  campaigns  from  corporate  funds,  (iii)  failed to
     disclose fully any  contribution  made by the Company or any Subsidiary (or
     made by any  person  acting on its  behalf of which the  Company  is aware)
     which is in violation of law, or (iv) violated in any material  respect any
     provision of FCPA.

          (dd)  Accountants.  The Company's  accounting firm is BDO USA, LLP. To
     the  knowledge  and belief of the Company,  such  accounting  firm (i) is a
     registered  public accounting firm as required by the Exchange Act and (ii)
     shall  express its opinion with respect to the  financial  statements to be
     included  in the  Company's  Annual  Report  for  the  fiscal  year  ending
     September 30, 2017.

          (ee) Acknowledgment Regarding Purchasers' Purchase of Securities.  The
     Company  acknowledges  and  agrees  that each of the  Purchasers  is acting
     solely in the  capacity of an arm's  length  purchaser  with respect to the
     Transaction  Documents  and  the  transactions  contemplated  thereby.  The
     Company  further  acknowledges  that no  Purchaser is acting as a financial
     advisor or  fiduciary  of the  Company (or in any  similar  capacity)  with
     respect to the  Transaction  Documents  and the  transactions  contemplated
     thereby and any advice given by any  Purchaser  or any of their  respective
     representatives or agents in connection with the Transaction  Documents and
     the  transactions   contemplated   thereby  is  merely  incidental  to  the
     Purchasers'  purchase of the Securities.  The Company further represents to
     each Purchaser that the Company's decision to enter into this Agreement and
     the other  Transaction  Documents has been based solely on the  independent
     evaluation of the transactions  contemplated  hereby by the Company and its
     representatives.

          (ff) Acknowledgement Regarding Purchaser's Trading Activity.  Anything
     in this  Agreement  or  elsewhere  herein to the  contrary  notwithstanding
     (except  for  Sections  3.2(e)  and  4.14  hereof),  it is  understood  and
     acknowledged by the Company that: (i) none of the Purchasers has been asked
     by the  Company to agree,  nor has any  Purchaser  agreed,  to desist  from
     purchasing  or selling,  long and/or short,  securities of the Company,  or
     "derivative"  securities  based on  securities  issued by the Company or to
     hold the Securities for any specified term; (ii) past or future open market
     or other  transactions by any Purchaser,  specifically  including,  without
     limitation,  Short Sales or "derivative" transactions,  before or after the
     closing of this or future private  placement  transactions,  may negatively
     impact the market price of the Company's publicly-traded securities;  (iii)
     any Purchaser,  and  counter-parties in "derivative"  transactions to which
     any such Purchaser is a party, directly or indirectly, presently may have a
     "short"  position in the Common Stock, and (iv) each Purchaser shall not be
     deemed  to have any  affiliation  with or  control  over any  arm's  length

                                       18
<PAGE>

     counter-party  in  any  "derivative"   transaction.   The  Company  further
     understands and acknowledges  that (y) one or more Purchasers may engage in
     hedging  activities at various times during the period that the  Securities
     are outstanding, including, without limitation, during the periods that the
     value of the Warrant  Shares  deliverable  with respect to  Securities  are
     being determined, and (z) such hedging activities (if any) could reduce the
     value of the existing  stockholders' equity interests in the Company at and
     after the time that the hedging activities are being conducted. The Company
     acknowledges that such aforementioned  hedging activities do not constitute
     a breach of any of the Transaction Documents.

          (gg)  Regulation  M  Compliance.  The  Company  has  not,  and  to its
     knowledge  no  one  acting  on its  behalf  has,  (i)  taken,  directly  or
     indirectly,  any action designed to cause or to result in the stabilization
     or  manipulation  of the price of any security of the Company to facilitate
     the sale or resale of any of the Securities, (ii) sold, bid for, purchased,
     or,  paid  any  compensation  for  soliciting  purchases  of,  any  of  the
     Securities,  or (iii) paid or agreed to pay to any Person any  compensation
     for  soliciting  another to purchase any other  securities  of the Company,
     other than, in the case of clauses (ii) and (iii), compensation paid to the
     Company's   placement  agent  in  connection  with  the  placement  of  the
     Securities.

          (hh) FDA. 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, except where the failure to be in compliance
     would not have a Material  Adverse Effect.  Except as disclosed in Schedule
     3.1(hh),  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,  and which,  either  individually or in the aggregate,  would
     have a Material Adverse Effect. The properties,  business and operations of

                                       19
<PAGE>

     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.

          (ii)  Office of Foreign  Assets  Control.  Neither the Company nor any
     Subsidiary nor, to the Company's knowledge,  any director,  officer, agent,
     employee or affiliate of the Company or any Subsidiary is currently subject
     to any U.S. sanctions  administered by the Office of Foreign Assets Control
     of the U.S. Treasury Department ("OFAC").

          (jj) U.S. Real Property  Holding  Corporation.  The Company is not and
     has never been a U.S. real property holding  corporation within the meaning
     of Section 897 of the Internal  Revenue Code of 1986,  as amended,  and the
     Company shall so certify upon Purchaser's request.

          (kk) Bank  Holding  Company  Act.  Neither  the Company nor any of its
     Subsidiaries  or Affiliates  is subject to the Bank Holding  Company Act of
     1956,  as amended (the "BHCA") and to  regulation by the Board of Governors
     of the Federal Reserve System (the "Federal Reserve").  Neither the Company
     nor any of its  Subsidiaries  or Affiliates  owns or controls,  directly or
     indirectly,  five  percent  (5%) or more of the  outstanding  shares of any
     class of voting  securities  or  twenty-five  percent  or more of the total
     equity  of a bank  or any  entity  that  is  subject  to  the  BHCA  and to
     regulation  by the  Federal  Reserve.  Neither  the  Company nor any of its
     Subsidiaries  or  Affiliates  exercises a  controlling  influence  over the
     management  or policies of a bank or any entity that is subject to the BHCA
     and to regulation by the Federal Reserve.

          (ll)  Money  Laundering.   The  operations  of  the  Company  and  its
     Subsidiaries  are and have been  conducted at all times in compliance  with
     applicable  financial  record-keeping  and  reporting  requirements  of the
     Currency  and  Foreign  Transactions  Reporting  Act of 1970,  as  amended,
     applicable money  laundering  statutes and applicable rules and regulations
     thereunder  (collectively,  the "Money Laundering  Laws"), and no Action or
     Proceeding by or before any court or governmental agency, authority or body
     or any arbitrator  involving the Company or any Subsidiary  with respect to
     the Money Laundering Laws is pending or, to the knowledge of the Company or
     any Subsidiary, threatened.

          (mm)  Private  Placement.  Assuming  the  accuracy of the  Purchasers'
     representations  and warranties  set forth in Section 3.2, no  registration
     under the Securities Act is required for the offer and sale of the Warrants
     or the Warrant  Shares by the  Company to the  Purchasers  as  contemplated
     hereby.

          (nn) No  General  Solicitation.  Neither  the  Company  nor any Person
     acting on behalf of the  Company  has offered or sold any of the Warrant or
     Warrant Shares by any form of general  solicitation or general advertising.
     The Company has offered the  Warrants  and Warrant  Shares for sale only to

                                       20
<PAGE>

     the Purchasers and certain other "accredited  investors" within the meaning
     of Rule 501 under the Securities Act.

          (oo) No  Disqualification  Events.  With  respect to the  Warrant  and
     Warrant  Shares to be offered  and sold  hereunder  in reliance on Rule 506
     under the Securities Act, none of the Company, any of its predecessors, any
     affiliated  issuer, any director,  executive officer,  other officer of the
     Company  participating in the offering  hereunder,  any beneficial owner of
     20%  or  more  of  the  Company's  outstanding  voting  equity  securities,
     calculated on the basis of voting power,  nor any promoter (as that term is
     defined in Rule 405 under the Securities Act) connected with the Company in
     any  capacity at the time of sale  (each,  an "Issuer  Covered  Person") is
     subject  to any of the  "Bad  Actor"  disqualifications  described  in Rule
     506(d)(1)(i)  to  (viii)  under  the  Securities  Act (a  "Disqualification
     Event"),  except for a Disqualification  Event covered by Rule 506(d)(2) or
     (d)(3). The Company has exercised  reasonable care to determine whether any
     Issuer Covered Person is subject to a  Disqualification  Event. The Company
     has complied,  to the extent  applicable,  with its disclosure  obligations
     under  Rule  506(e),  and has  furnished  to the  Purchasers  a copy of any
     disclosures provided thereunder.

          (pp) Other  Covered  Persons.  Other  than the  Placement  Agent,  the
     Company is not aware of any person (other than any Issuer  Covered  Person)
     that has been or will be paid  (directly or  indirectly)  remuneration  for
     solicitation of purchasers in connection with the sale of any Securities.

          (qq) Notice of  Disqualification  Events.  The Company will notify the
     Purchasers   in   writing,   prior   to  the   Closing   Date  of  (i)  any
     Disqualification  Event  relating to any Issuer Covered Person and (ii) any
     event that  would,  with the  passage of time,  reasonably  be  expected to
     become a  Disqualification  Event relating to any Issuer Covered Person, in
     each case of which it is aware.

     3.2 Representations and Warranties of the Purchasers.  Each Purchaser,  for
itself and for no other Purchaser, hereby represents and warrants as of the date
hereof and as of the  Closing  Date to the  Company  as follows  (unless as of a
specific date therein, in which case they shall be accurate as of such date):

          (a) Organization; Authority. Such Purchaser is either an individual or
     an  entity  duly  incorporated  or  formed,  validly  existing  and in good
     standing  under  the  laws  of the  jurisdiction  of its  incorporation  or
     formation  with  full  right,  corporate,  partnership,  limited  liability
     company or similar power and authority to enter into and to consummate  the
     transactions   contemplated  by  this  Agreement  and  each  of  the  other
     Transaction  Documents and otherwise to carry out its obligations hereunder
     and thereunder. The execution and delivery of the Transaction Documents and
     performance  by such  Purchaser  of the  transactions  contemplated  by the
     Transaction Documents have been duly authorized by all necessary corporate,
     partnership, limited liability company or similar action, as applicable, on
     the part of such  Purchaser.  Each  Transaction  Document  to which it is a
     party has been duly executed by such Purchaser,  and when delivered by such
     Purchaser in accordance  with the terms hereof,  will  constitute the valid
     and legally binding obligation of such Purchaser, enforceable against it in

                                       21
<PAGE>

     accordance  with its terms,  except:  (i) as  limited by general  equitable
     principles   and   applicable   bankruptcy,   insolvency,   reorganization,
     moratorium and other laws of general application  affecting  enforcement of
     creditors'  rights  generally,  (ii) as  limited  by laws  relating  to the
     availability of specific performance,  injunctive relief or other equitable
     remedies and (iii) insofar as indemnification  and contribution  provisions
     may be limited by applicable law.

          (b)  Understandings  or Arrangements.  Such Purchaser is acquiring the
     Securities  as principal  for his, her or its own account and has no direct
     or  indirect  arrangement  or  understandings  with any  other  persons  to
     distribute  or  regarding  the   distribution  of  such  Securities   (this
     representation and warranty not limiting such Purchaser's right to sell the
     Securities   pursuant  to  the  Registration   Statement  or  otherwise  in
     compliance  with  applicable  federal  and  state  securities  laws).  Such
     Purchaser is acquiring the Securities  hereunder in the ordinary  course of
     its business.  Such Purchaser understands that the Warrants and the Warrant
     Shares are "restricted  securities" and have not been registered  under the
     Securities Act or any applicable state securities law and is acquiring such
     Securities as principal for his, her or its own account and not with a view
     to or for  distributing or reselling such Securities or any part thereof in
     violation of the Securities Act or any applicable state securities law, has
     no present intention of distributing any of such Securities in violation of
     the Securities Act or any applicable state securities law and has no direct
     or  indirect  arrangement  or  understandings  with any  other  persons  to
     distribute or regarding the distribution of such Securities in violation of
     the  Securities  Act  or  any   applicable   state   securities  law  (this
     representation  and warranty not limiting  such  Purchaser's  right to sell
     such  Securities  pursuant to a  registration  statement  or  otherwise  in
     compliance with applicable federal and state securities laws).

          (c)  Purchaser  Status.  At the time such  Purchaser  was  offered the
     Securities,  it was,  and as of the date  hereof it is, and on each date on
     which it exercises  any  Warrants,  it will be either:  (i) an  "accredited
     investor" as defined in Rule 501(a)(1),  (a)(2),  (a)(3),  (a)(7) or (a)(8)
     under  the  Securities  Act or (ii) a  "qualified  institutional  buyer" as
     defined in Rule 144A(a) under the Securities Act.

          (d)  Experience of Such  Purchaser.  Such  Purchaser,  either alone or
     together with its representatives,  has such knowledge,  sophistication and
     experience  in  business  and  financial  matters  so as to be  capable  of
     evaluating  the  merits  and  risks of the  prospective  investment  in the
     Securities,  and has so evaluated the merits and risks of such  investment.
     Such  Purchaser is able to bear the economic  risk of an  investment in the
     Securities  and, at the present  time, is able to afford a complete loss of
     such investment.

          (e) Access to Information. Such Purchaser acknowledges that it has had
     the opportunity to review the Transaction Documents (including all exhibits
     and schedules  thereto) and the SEC Reports and has been afforded,  (i) the
     opportunity  to ask such  questions as it has deemed  necessary  of, and to
     receive answers from,  representatives  of the Company concerning the terms
     and  conditions of the offering of the  Securities and the merits and risks
     of  investing  in the  Securities;  (ii)  access to  information  about the
     Company  and its  financial  condition,  results of  operations,  business,
     properties,  management  and prospects  sufficient to enable it to evaluate

                                       22
<PAGE>

     its  investment;  and  (iii) the  opportunity  to  obtain  such  additional
     information that the Company possesses or can acquire without  unreasonable
     effort or expense that is necessary to make an informed investment decision
     with respect to the investment. Such Purchaser acknowledges and agrees that
     neither the Placement  Agent nor any  Affiliate of the Placement  Agent has
     provided such Purchaser with any  information or advice with respect to the
     Securities nor is such information or advice necessary or desired.  Neither
     the Placement Agent nor any Affiliate has made or makes any  representation
     as to the Company or the quality of the Securities and the Placement  Agent
     and any Affiliate may have acquired non-public  information with respect to
     the  Company  which such  Purchaser  agrees  need not be provided to it. In
     connection with the issuance of the Securities to such  Purchaser,  neither
     the  Placement  Agent nor any of its  Affiliates  has acted as a  financial
     advisor or fiduciary to such Purchaser.

          (f) Certain Transactions and Confidentiality.  Other than consummating
     the transactions  contemplated  hereunder,  such Purchaser has not, nor has
     any Person acting on behalf of or pursuant to any  understanding  with such
     Purchaser,   directly  or  indirectly  executed  any  purchases  or  sales,
     including  Short Sales,  of the securities of the Company during the period
     commencing as of the time that such  Purchaser  first received a term sheet
     (written or oral) from the  Company or any other  Person  representing  the
     Company  setting  forth  the  material  pricing  terms of the  transactions
     contemplated  hereunder  and  ending  immediately  prior  to the  execution
     hereof. Notwithstanding the foregoing, in the case of a Purchaser that is a
     multi-managed investment vehicle whereby separate portfolio managers manage
     separate  portions of such  Purchaser's  assets and the portfolio  managers
     have no direct knowledge of the investment  decisions made by the portfolio
     managers   managing  other  portions  of  such  Purchaser's   assets,   the
     representation set forth above shall only apply with respect to the portion
     of  assets  managed  by the  portfolio  manager  that  made the  investment
     decision to purchase the Securities  covered by this Agreement.  Other than
     to  other  Persons  party  to  this   Agreement  or  to  such   Purchaser's
     representatives,  including,  without limitation, its officers,  directors,
     partners, legal and other advisors,  employees, agents and Affiliates, such
     Purchaser has maintained the  confidentiality of all disclosures made to it
     in connection with this  transaction  (including the existence and terms of
     this  transaction).  Notwithstanding  the  foregoing,  for the avoidance of
     doubt,  nothing  contained  herein  shall  constitute a  representation  or
     warranty  against,  or a  prohibition  of, any actions  with respect to the
     borrowing of, arrangement to borrow, identification of the availability of,
     and/or  securing of,  securities of the Company in order for such Buyer (or
     its broker or other  financial  representative)  to effect  Short  Sales or
     similar transactions in the future.

          (g)  General  Solicitation.  Such  Purchaser  is  not  purchasing  the
     Securities  as a result  of any  advertisement,  article,  notice  or other
     communication regarding the Securities published in any newspaper, magazine
     or similar media or broadcast over  television or radio or presented at any
     seminar or any other general solicitation or general advertisement


The Company  acknowledges and agrees that the representations  contained in this
Section 3.2 shall not modify,  amend or affect such Purchaser's right to rely on
the Company's  representations and warranties contained in this Agreement or any
representations  and warranties  contained in any other Transaction  Document or
any other document or instrument  executed  and/or  delivered in connection with
this Agreement or the consummation of the transactions contemplated hereby.

                                       23
<PAGE>

                                  ARTICLE IV.
                         OTHER AGREEMENTS OF THE PARTIES

     4.1 Removal of Legends.

          (a) The  Warrants  and  Warrant  Shares  may  only be  disposed  of in
     compliance with state and federal  securities  laws. In connection with any
     transfer of Warrants or Warrant  Shares other than pursuant to an effective
     registration  statement or Rule 144, to the Company or to an Affiliate of a
     Purchaser or in connection with a pledge as contemplated in Section 4.1(b),
     the Company may require the transferor thereof to provide to the Company an
     opinion of counsel selected by the transferor and reasonably  acceptable to
     the Company,  the form and  substance of which  opinion shall be reasonably
     satisfactory  to the  Company,  to the effect that such  transfer  does not
     require registration of such transferred Warrant under the Securities Act.

          (b) The Purchasers agree to the imprinting,  so long as is required by
     this Section  4.1, of a legend on any of the Warrants or Warrant  Shares in
     the following form:

          (c) NEITHER THIS SECURITY NOR THE SECURITIES  INTO WHICH THIS SECURITY
     IS  EXERCISABLE  HAS 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 WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH
     A FINANCIAL INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE
     501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

          (d) The Company acknowledges and agrees that a Purchaser may from time
     to time pledge  pursuant to a bona fide margin  agreement with a registered
     broker-dealer  or grant a security  interest in some or all of the Warrants
     or  Warrant  Shares  to a  financial  institution  that  is an  "accredited
     investor"  as defined  in Rule  501(a)  under the  Securities  Act and,  if
     required under the terms of such  arrangement,  such Purchaser may transfer
     pledged or secured  Warrants or Warrant  Shares to the  pledgees or secured
     parties.  Such a pledge or transfer would not be subject to approval of the
     Company and no legal opinion of legal counsel of the pledgee, secured party
     or pledgor shall be required in connection  therewith.  Further,  no notice
     shall be required of such pledge. At the appropriate  Purchaser's  expense,

                                       24
<PAGE>

     the Company  will execute and deliver such  reasonable  documentation  as a
     pledgee or secured  party of  Warrants  and Warrant  Shares may  reasonably
     request in connection  with a pledge or transfer of the Warrants or Warrant
     Shares.

          (e)  Certificates  evidencing the Warrant Shares shall not contain any
     legend (including the legend set forth in Section 4.1(b) hereof): (i) while
     a registration  statement covering the resale of such security is effective
     under the Securities Act, or (ii) following any sale of such Warrant Shares
     pursuant to Rule 144, or (iii) if such Warrant Shares are eligible for sale
     under Rule 144, or (iv) if such  legend is not  required  under  applicable
     requirements of the Securities Act (including judicial  interpretations and
     pronouncements  issued by the staff of the  Commission).  The Company shall
     cause its counsel to issue a legal opinion to the Transfer  Agent  promptly
     if  required  by the  Transfer  Agent to effect  the  removal of the legend
     hereunder.  If all or any portion of a Warrant is  exercised at a time when
     there is an  effective  registration  statement  to cover the resale of the
     Warrant Shares,  or if such Warrant Shares may be sold under Rule 144 or if
     such legend is not otherwise required under applicable  requirements of the
     Securities  Act  (including  judicial  interpretations  and  pronouncements
     issued by the staff of the  Commission)  then such Warrant  Shares shall be
     issued free of all legends.  The Company agrees that following such time as
     such legend is no longer  required under this Section  4.1(c),  the Company
     will,  no later  than the  earlier of (i) three  Trading  Days and (ii) the
     number of  Trading  Days  comprising  the  Standard  Settlement  Period (as
     defined below)  following the delivery by a Purchaser to the Company or the
     Transfer Agent of a certificate representing Warrant Shares, as applicable,
     issued with a  restrictive  legend  (such third  Trading  Day,  the "Legend
     Removal  Date"),  deliver  or cause to be  delivered  to such  Purchaser  a
     certificate  representing such shares that is free from all restrictive and
     other legends. The Company may not make any notation on its records or give
     instructions  to the  Transfer  Agent  that  enlarge  the  restrictions  on
     transfer  set forth in this  Section 4.  Certificates  for  Warrant  Shares
     subject to legend  removal  hereunder  shall be transmitted by the Transfer
     Agent to the  Purchaser by crediting the account of the  Purchaser's  prime
     broker  with the  Depository  Trust  Company  System  as  directed  by such
     Purchaser. 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 a certificate representing Warrant Shares issued with a
     restrictive legend.

          (f) In addition to such  Purchaser's  other  available  remedies,  the
     Company  shall  pay to a  Purchaser,  in cash,  (i) as  partial  liquidated
     damages and not as a penalty,  for each $1,000 of Warrant  Shares (based on
     the VWAP of the Common Stock on the date such  Securities  are submitted to
     the Transfer  Agent)  delivered for removal of the  restrictive  legend and
     subject to Section  4.1(c),  $10 per  Trading  Day  (increasing  to $20 per
     Trading Day five (5) Trading  Days after such damages have begun to accrue)
     for each Trading Day after the Legend  Removal Date until such  certificate
     is  delivered  without a legend and (ii) if the Company  fails to (a) issue
     and deliver (or cause to be delivered) to a Purchaser by the Legend Removal
     Date a certificate  representing the Securities so delivered to the Company
     by such Purchaser that is free from all  restrictive  and other legends and
     (b) if after the Legend Removal Date such  Purchaser  purchases (in an open
     market  transaction  or  otherwise)  shares of Common  Stock to  deliver in
     satisfaction  of a sale  by such  Purchaser  of all or any  portion  of the
     number of shares of Common Stock, or a sale of a number of shares of Common

                                       25
<PAGE>

     Stock equal to all or any portion of the number of shares of Common  Stock,
     that such  Purchaser  anticipated  receiving  from the Company  without any
     restrictive  legend, then an amount equal to the excess of such Purchaser's
     total   purchase  price   (including   brokerage   commissions   and  other
     out-of-pocket expenses, if any) for the shares of Common Stock so purchased
     (including brokerage commissions and other out-of-pocket  expenses, if any)
     (the "Buy-In  Price") over the product of (A) such number of Warrant Shares
     that the Company was  required to deliver to such  Purchaser  by the Legend
     Removal Date  multiplied by (B) the lowest closing sale price of the Common
     Stock on any  Trading Day during the period  commencing  on the date of the
     delivery by such Purchaser to the Company of the applicable  Warrant Shares
     (as the case may be) and ending on the date of such  delivery  and  payment
     under this Section 4.1(d).

          (g) The Shares shall be issued free of legends..

     4.2 Furnishing of Information.

          (a)  Until  the  earliest  of the  time  that  (i) no  Purchaser  owns
     Securities  or (ii) the Warrants  have  expired,  the Company  covenants to
     timely file (or obtain  extensions  in respect  thereof and file within the
     applicable  grace  period) all reports  required to be filed by the Company
     after the date hereof  pursuant to the  Exchange Act even if the Company is
     not then subject to the reporting requirements of the Exchange Act.

          (b) At any time  during the period  commencing  from the six (6) month
     anniversary  of the date  hereof  and  ending  at such time that all of the
     Warrant  Shares  (assuming  cashless  exercise)  may be  sold  without  the
     requirement  for the Company to be in  compliance  with Rule  144(c)(1) and
     otherwise  without  restriction or limitation  pursuant to Rule 144, if the
     Company  (i)  shall  fail for any  reason to  satisfy  the  current  public
     information  requirement  under Rule 144(c) or (ii) has ever been an issuer
     described in Rule 144(i)(1)(i) or becomes an issuer in the future,  and the
     Company shall fail to satisfy any condition set forth in Rule  144(i)(2) (a
     "Public  Information  Failure") then, in addition to such Purchaser's other
     available  remedies,  the Company  shall pay to a  Purchaser,  in cash,  as
     partial  liquidated  damages  and not as a  penalty,  by reason of any such
     delay in or reduction of its ability to sell the Warrant Shares,  an amount
     in cash equal to two percent (2.0%) of the aggregate Exercise Price of such
     Purchaser's  Warrants  on the day of a Public  Information  Failure  and on
     every thirtieth (30th) day (pro rated for periods totaling less than thirty
     days) thereafter until the earlier of (a) the date such Public  Information
     Failure  is cured  and (b) such time that  such  public  information  is no
     longer  required for the Purchasers to transfer the Warrant Shares pursuant
     to Rule 144. The payments to which a Purchaser  shall be entitled  pursuant
     to this  Section  4.2(b)  are  referred  to herein as  "Public  Information
     Failure Payments." Public Information Failure Payments shall be paid on the
     earlier of (i) the last day of the calendar  month during which such Public
     Information Failure Payments are incurred and (ii) the third (3rd) Business
     Day  after the  event or  failure  giving  rise to the  Public  Information
     Failure  Payments is cured.  In the event the Company  fails to make Public
     Information  Failure Payments in a timely manner,  such Public  Information

                                       26
<PAGE>

     Failure  Payments  shall  bear  interest  at the  rate  of 1.5%  per  month
     (prorated  for partial  months)  until paid in full.  Nothing  herein shall
     limit  such  Purchaser's  right to pursue  actual  damages  for the  Public
     Information  Failure, and such Purchaser shall have the right to pursue all
     remedies available to it at law or in equity including, without limitation,
     a decree of specific performance and/or injunctive relief.

     4.3  Integration.  The  Company  shall not sell,  offer for sale or solicit
offers to buy or  otherwise  negotiate in respect of any security (as defined in
Section 2 of the Securities Act) that would be integrated with the offer or sale
of the  Securities  in a manner that would  require the  registration  under the
Securities  Act of the sale of the  Warrants or Warrant  Shares or that would be
integrated  with the offer or sale of the  Securities  for purposes of the rules
and  regulations  of any Trading  Market such that it would require  shareholder
approval  prior to the  closing of such  other  transaction  unless  shareholder
approval is obtained before the closing of such subsequent transaction.

     4.4 Securities Laws  Disclosure;  Publicity.  The Company shall (a) by 9:00
a.m.  (New York City time) on the Trading  Day  immediately  following  the date
hereof,  issue a press release disclosing the material terms of the transactions
contemplated  hereby,  and (b) file a Current Report on Form 8-K,  including the
Transaction  Documents as exhibits thereto,  with the Commission within the time
required by the Exchange Act. From and after the issuance of such press release,
the Company  represents to the Purchasers that it shall have publicly  disclosed
all material,  non-public  information delivered to any of the Purchasers by the
Company  or any of its  Subsidiaries,  or  any  of  their  respective  officers,
directors,  employees or agents in connection with the transactions contemplated
by the Transaction Documents.  In addition,  effective upon the issuance of such
press  release,   the  Company   acknowledges   and  agrees  that  any  and  all
confidentiality or similar  obligations under any agreement,  whether written or
oral,  between the Company,  any of its  Subsidiaries or any of their respective
officers, directors, agents, employees or Affiliates on the one hand, and any of
the Purchasers or any of their  Affiliates on the other hand,  shall  terminate.
The  Company and each  Purchaser  shall  consult  with each other in issuing any
other press releases with respect to the transactions  contemplated  hereby, and
neither  the Company nor any  Purchaser  shall issue any such press  release nor
otherwise  make any such  public  statement  without  the prior  consent  of the
Company,  with  respect to any press  release of any  Purchaser,  or without the
prior  consent  of each  Purchaser,  with  respect  to any press  release of the
Company, which consent shall not unreasonably be withheld or delayed,  except if
such  disclosure  is required by law, in which case the  disclosing  party shall
promptly  provide the other party with prior notice of such public  statement or
communication.  Notwithstanding  the  foregoing,  the Company shall not publicly
disclose the name of any Purchaser,  or include the name of any Purchaser in any
filing with the Commission or any regulatory  agency or Trading Market,  without
the prior written consent of such  Purchaser,  except (a) as required by federal
securities law in connection with the filing of final Transaction Documents with
the  Commission  and (b) to the extent  such  disclosure  is  required by law or
Trading  Market  regulations,  in  which  case the  Company  shall  provide  the
Purchasers with prior notice of such disclosure permitted under this clause (b).

     4.5  Shareholder  Rights  Plan.  No claim will be made or  enforced  by the
Company  or,  with the  consent  of the  Company,  any  other  Person,  that any
Purchaser is an "Acquiring Person" under any control share acquisition, business
combination,  poison pill (including any distribution  under a rights agreement)
or similar  anti-takeover  plan or arrangement in effect or hereafter adopted by

                                       27
<PAGE>

the Company,  or that any Purchaser could be deemed to trigger the provisions of
any such  plan or  arrangement,  by  virtue of  receiving  Securities  under the
Transaction  Documents or under any other agreement  between the Company and the
Purchasers.

     4.6 Non-Public  Information.  Except with respect to the material terms and
conditions of the transactions contemplated by the Transaction Documents,  which
shall be disclosed  pursuant to Section 4.4,  the Company  covenants  and agrees
that  neither it, nor any other  Person  acting on its behalf  will  provide any
Purchaser or its agents or counsel with any information that constitutes, or the
Company reasonably believes constitutes, material non-public information, unless
prior  thereto  such  Purchaser  shall  have  consented  to the  receipt of such
information and agreed with the Company to keep such  information  confidential.
The Company understands and confirms that each Purchaser shall be relying on the
foregoing  covenant in effecting  transactions in securities of the Company.  To
the extent that the Company delivers any material,  non-public  information to a
Purchaser  without such  Purchaser's  consent,  the Company hereby covenants and
agrees that such  Purchaser  shall not have any duty of  confidentiality  to the
Company,  any  of  its  Subsidiaries,  or  any  of  their  respective  officers,
directors, agents, employees or Affiliates, or a duty to the Company, any of its
Subsidiaries or any of their respective officers,  directors,  agents, employees
or  Affiliates  not  to  trade  on  the  basis  of,  such  material,  non-public
information, provided that the Purchaser shall remain subject to applicable law.
To the extent  that any notice  provided  pursuant to any  Transaction  Document
constitutes, or contains, material, non-public information regarding the Company
or any Subsidiaries,  the Company shall simultaneously file such notice with the
Commission pursuant to a Current Report on Form 8-K. The Company understands and
confirms  that each  Purchaser  shall be relying on the  foregoing  covenant  in
effecting transactions in securities of the Company.

     4.7 Use of Proceeds. Except as set forth in the Prospectus Supplement,  the
Company shall use the net proceeds from the sale of the Securities hereunder for
working  capital  purposes  and  shall  not  use  such  proceeds:  (a)  for  the
satisfaction  of any portion of the Company's  debt (other than payment of trade
payables in the ordinary course of the Company's  business and prior practices),
(b) for the redemption of any Common Stock or Common Stock Equivalents,  (c) for
the settlement of any outstanding litigation or (d) in violation of FCPA or OFAC
regulations.

     4.8  Indemnification  of  Purchasers.  Subject  to the  provisions  of this
Section  4.8,  the  Company  will  indemnify  and hold  each  Purchaser  and its
directors, officers, shareholders,  members, partners, employees and agents (and
any other Persons with a functionally  equivalent  role of a Person holding such
titles notwithstanding a lack of such title or any other title), each Person who
controls such Purchaser  (within the meaning of Section 15 of the Securities Act
and Section 20 of the Exchange Act), and the directors, officers,  shareholders,
agents,   members,   partners  or  employees  (and  any  other  Persons  with  a
functionally  equivalent role of a Person holding such titles  notwithstanding a
lack of such title or any other  title) of such  controlling  persons  (each,  a
"Purchaser Party") harmless from any and all losses,  liabilities,  obligations,
claims,  contingencies,  damages,  costs and expenses,  including all judgments,
amounts paid in  settlements,  court costs and  reasonable  attorneys'  fees and
costs of  investigation  that any such Purchaser  Party may suffer or incur as a
result  of or  relating  to (a)  any  breach  of  any  of  the  representations,
warranties,  covenants or agreements made by the Company in this Agreement or in
the  other  Transaction  Documents  or (b) any  action  instituted  against  the

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<PAGE>

Purchaser  Parties  in  any  capacity,  or  any  of  them  or  their  respective
Affiliates,  by any  stockholder  of the Company who is not an Affiliate of such
Purchaser  Party,  with respect to any of the  transactions  contemplated by the
Transaction  Documents  (unless  such  action  is based  upon a  breach  of such
Purchaser Party's representations, warranties or covenants under the Transaction
Documents or any agreements or understandings such Purchaser Party may have with
any such  stockholder  or any  violations  by such  Purchaser  Party of state or
federal securities laws or any conduct by such Purchaser Party which constitutes
fraud, gross negligence, willful misconduct or malfeasance). If any action shall
be brought  against any  Purchaser  Party in respect of which  indemnity  may be
sought  pursuant to this  Agreement,  such Purchaser Party shall promptly notify
the  Company  in  writing,  and the  Company  shall have the right to assume the
defense  thereof with counsel of its own choosing  reasonably  acceptable to the
Purchaser  Party.  Any Purchaser  Party 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  Purchaser  Party
except to the  extent  that (i) the  employment  thereof  has been  specifically
authorized  by the  Company in  writing,  (ii) the  Company  has failed  after a
reasonable  period of time to assume such defense and to employ counsel or (iii)
in such  action  there is, in the  reasonable  opinion  of  counsel,  a material
conflict  on any  material  issue  between  the  position of the Company and the
position of such Purchaser Party, in which case the Company shall be responsible
for the reasonable fees and expenses of no more than one such separate  counsel.
The Company will not be liable to any Purchaser  Party under this  Agreement (y)
for any  settlement by a Purchaser  Party effected  without the Company's  prior
written consent,  which shall not be unreasonably withheld or delayed; or (z) to
the extent,  but only to the extent that a loss,  claim,  damage or liability is
attributable  to any  Purchaser  Party's  breach of any of the  representations,
warranties,  covenants  or  agreements  made by  such  Purchaser  Party  in this
Agreement or in the other Transaction Documents. The indemnification required by
this Section 4.8 shall be made by periodic payments of the amount thereof during
the course of the  investigation  or defense,  as and when bills are received or
are incurred.  The indemnity agreements contained herein shall be in addition to
any cause of action or similar right of any Purchaser  Party against the Company
or others and any liabilities the Company may be subject to pursuant to law.

     4.9  Reservation  of Common Stock.  As of the date hereof,  the Company has
reserved  and the Company  shall  continue to reserve and keep  available at all
times, free of preemptive  rights, a sufficient number of shares of Common Stock
for the  purpose of  enabling  the  Company  to issue  Shares  pursuant  to this
Agreement and Warrant Shares pursuant to any exercise of the Warrants.

     4.10 Listing of Common Stock. The Company hereby agrees to use best efforts
to maintain the listing or  quotation of the Common Stock on the Trading  Market
on which it is currently listed,  and prior to or concurrently with the Closing,
the Company shall apply to list or quote all of the Shares and Warrant Shares on
such  Trading  Market and  promptly  secure the listing of all of the Shares and
Warrant  Shares on such  Trading  Market.  The Company  further  agrees,  if the
Company applies to have the Common Stock traded on any other Trading Market,  it
will then include in such application all of the Shares and Warrant Shares,  and
will take such  other  action as is  necessary  to cause all of the  Shares  and
Warrant  Shares to be listed or quoted on such other Trading  Market as promptly
as  possible.  The Company  will then take all action  reasonably  necessary  to
continue  the listing and  trading of its Common  Stock on a Trading  Market and

                                       29
<PAGE>

will  comply in all  respects  with the  Company's  reporting,  filing and other
obligations under the bylaws or rules of the Trading Market.  The Company agrees
to maintain the eligibility of the Common Stock for electronic  transfer through
the  Depository  Trust  Company or  another  established  clearing  corporation,
including, without limitation, by timely payment of fees to the Depository Trust
Company or such other established  clearing  corporation in connection with such
electronic transfer.

     4.11 Subsequent Equity Sales.

          (a) From the date hereof until 30 days after the Closing Date, neither
     the Company nor any  Subsidiary  shall issue,  enter into any  agreement to
     issue or announce the issuance or proposed issuance of any shares of Common
     Stock or  Common  Stock  Equivalents,  except if the  closing  price of the
     shares of Common Stock of the  Company,  as reported by the NYSE MKT, is at
     or above $0.15 for each of three  consecutive  Trading  Days during such 30
     days period.

          (b) From the date hereof until the two-year anniversary of the Closing
     Date,  the Company shall be prohibited  from  effecting or entering into an
     agreement to effect any issuance by the Company or any of its  Subsidiaries
     of Common  Stock or Common Stock  Equivalents  (or a  combination  of units
     thereof) involving a Variable Rate Transaction. "Variable Rate Transaction"
     means a  transaction  in which the  Company (i) issues or sells any debt or
     equity  securities that are convertible  into,  exchangeable or exercisable
     for,  or include  the right to receive  additional  shares of Common  Stock
     either (A) at a conversion price,  exercise price or exchange rate or other
     price  that is based  upon  and/or  varies  with the  trading  prices of or
     quotations  for the shares of Common  Stock at any time  after the  initial
     issuance  of such  debt or  equity  securities,  or (B) with a  conversion,
     exercise  or  exchange  price that is subject to being reset at some future
     date after the initial issuance of such debt or equity security or upon the
     occurrence of specified or contingent events directly or indirectly related
     to the  business of the Company or the market for the Common  Stock or (ii)
     enters into, or effects a transaction under, any agreement,  including, but
     not  limited  to, an equity  line of credit,  whereby the Company may issue
     securities at a future determined price. Any Purchaser shall be entitled to
     obtain injunctive relief against the Company to preclude any such issuance,
     which remedy shall be in addition to any right to collect damages.

          (c) Notwithstanding  the foregoing,  this Section 4.11 shall not apply
     in respect of an Exempt Issuance,  except that no Variable Rate Transaction
     shall be an Exempt Issuance.

     4.12  Equal  Treatment  of  Purchasers.  No  consideration  (including  any
modification of any Transaction Document) shall be offered or paid to any Person
to  amend or  consent  to a  waiver  or  modification  of any  provision  of the
Transaction  Documents  unless the same  consideration is also offered to all of
the parties to the  Transaction  Documents.  For  clarification  purposes,  this
provision  constitutes a separate right granted to each Purchaser by the Company
and negotiated separately by each Purchaser,  and is intended for the Company to
treat the  Purchasers  as a class and shall not in any way be  construed  as the
Purchasers  acting  in  concert  or as a group  with  respect  to the  purchase,
disposition or voting of Securities or otherwise.

                                       30
<PAGE>

     4.13 Certain  Transactions and Confidentiality.  Each Purchaser,  severally
and not jointly  with the other  Purchasers,  covenants  that neither it nor any
Affiliate  acting on its behalf or  pursuant to any  understanding  with it will
execute any  purchases or sales,  including  Short Sales of any of the Company's
securities during the period commencing with the execution of this Agreement and
ending at such time that the  transactions  contemplated  by this  Agreement are
first publicly  announced  pursuant to the initial press release as described in
Section  4.4.  Each  Purchaser,   severally  and  not  jointly  with  the  other
Purchasers,  covenants that until such time as the transactions  contemplated by
this  Agreement  are publicly  disclosed by the Company  pursuant to the initial
press  release as described in Section 4.4,  such  Purchaser  will  maintain the
confidentiality  of  the  existence  and  terms  of  this  transaction  and  the
information    included   in   the   Disclosure   Schedules   attached   hereto.
Notwithstanding  the foregoing and  notwithstanding  anything  contained in this
Agreement to the contrary,  the Company  expressly  acknowledges and agrees that
(i) no Purchaser makes any  representation,  warranty or covenant hereby that it
will not engage in effecting transactions in any securities of the Company after
the time that the transactions contemplated by this Agreement are first publicly
announced  pursuant to the initial  press  release as  described in Section 4.4,
(ii)  no  Purchaser  shall  be  restricted  or  prohibited  from  effecting  any
transactions  in any  securities  of the Company in accordance  with  applicable
securities  laws from and after the time that the  transactions  contemplated by
this  Agreement  are first  publicly  announced  pursuant to the  initial  press
release as described  in Section 4.4 and (iii) no Purchaser  shall have any duty
of  confidentiality or duty not to trade in the securities of the Company to the
Company or its  Subsidiaries  after the issuance of the initial press release as
described  in  Section  4.4.  Notwithstanding  the  foregoing,  in the case of a
Purchaser that is a multi-managed  investment vehicle whereby separate portfolio
managers manage separate  portions of such Purchaser's  assets and the portfolio
managers  have no  direct  knowledge  of the  investment  decisions  made by the
portfolio  managers  managing other  portions of such  Purchaser's  assets,  the
covenant  set forth above shall only apply with respect to the portion of assets
managed by the portfolio  manager that made the investment  decision to purchase
the Securities covered by this Agreement.

     4.14 Exercise  Procedures.  The form of Notice of Exercise  included in the
Warrants set forth the totality of the procedures  required of the Purchasers in
order to exercise the Warrants.  No additional legal opinion,  other information
or instructions  shall be required of the Purchasers to exercise their Warrants.
Without  limiting the preceding  sentences,  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 in order to exercise
the  Warrants.  The Company  shall honor  exercises  of the  Warrants  and shall
deliver Warrant Shares in accordance with the terms, conditions and time periods
set forth in the Transaction Documents.

     4.15 Capital  Changes.  Until the one year anniversary of the Closing Date,
the  Company   shall  not   undertake  a  reverse  or  forward  stock  split  or
reclassification  of the Common Stock without the prior  written  consent of the
Purchasers holding a majority in interest of the Shares; provided, however, that
such prior  written  consent  shall not be  required if such  capital  change is
required in  connection  with the  continued  listing or quotation of the Common
Stock on the Trading Market.

     4.16 Form D; Blue Sky Filings.  The Company  agrees to timely file a Form D
with respect to the Warrant and Warrant  Shares as required  under  Regulation D
and to provide a copy  thereof,  promptly  upon  request of any  Purchaser.  The

                                       31
<PAGE>

Company  shall take such action as the Company  shall  reasonably  determine  is
necessary  in order to obtain an  exemption  for,  or to qualify the Warrant and
Warrant  Shares for,  sale to the  Purchasers  at the Closing  under  applicable
securities  or "Blue  Sky" laws of the states of the  United  States,  and shall
provide evidence of such actions promptly upon request of any Purchaser.

     4.17 Extension of Participation Rights. The Company hereby agrees to extend
the participation rights in future financing provided under Section 4.16 of that
certain  Securities  Purchase  Agreement  dated May 17,  2016,  by and among the
Company and the purchasers thereof, until January 31, 2018.

                                   ARTICLE V.
                                  MISCELLANEOUS

     5.1 Termination.  This Agreement may be terminated by any Purchaser,  as to
such Purchaser's obligations hereunder only and without any effect whatsoever on
the obligations between the Company and the other Purchasers,  by written notice
to the other parties,  if the Closing has not been  consummated on or before May
4, 2017;  provided,  however,  that no such termination will affect the right of
any party to sue for any breach by any other party (or parties).

     5.2 Fees and  Expenses.  Except as expressly  set forth in the  Transaction
Documents  to the  contrary,  each party shall pay the fees and  expenses of its
advisers, counsel, accountants and other experts, if any, and all other expenses
incurred by such party  incident  to the  negotiation,  preparation,  execution,
delivery and performance of this  Agreement.  The Company shall pay all Transfer
Agent fees  (including,  without  limitation,  any fees  required  for  same-day
processing of any instruction  letter  delivered by the Company and any exercise
notice delivered by a Purchaser),  stamp taxes and other taxes and duties levied
in connection with the delivery of any Securities to the Purchasers.

     5.3 Entire Agreement. The Transaction Documents, together with the exhibits
and schedules thereto, the Prospectus and the Prospectus Supplement, contain the
entire  understanding  of the parties with respect to the subject  matter hereof
and thereof and  supersede  all prior  agreements  and  understandings,  oral or
written,  with respect to such matters,  which the parties acknowledge have been
merged into such documents, exhibits and schedules.

     5.4  Notices.  Any and all notices or other  communications  or  deliveries
required or permitted to be provided  hereunder shall be in writing and shall be
deemed given and effective on the earliest of: (a) the date of transmission,  if
such notice or  communication  is delivered via facsimile or email attachment at
the  facsimile  number  or email  address  as set forth on the  signature  pages
attached  hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day,
(b) the next  Trading  Day after  the date of  transmission,  if such  notice or
communication  is delivered via  facsimile or email  attachment at the facsimile
number or email address as set forth on the signature pages attached hereto on a
day that is not a Trading  Day or later  than 5:30 p.m.  (New York City time) on
any Trading Day, (c) the second (2nd) Trading Day following the date of mailing,
if sent by U.S.  nationally  recognized  overnight  courier  service or (d) upon
actual  receipt by the party to whom such notice is  required  to be given.  The

                                       32
<PAGE>

address  for  such  notices  and  communications  shall  be as set  forth on the
signature pages attached hereto. To the extent that any notice provided pursuant
to any  Transaction  Document  constitutes,  or contains,  material,  non-public
information  regarding  the  Company  or any  Subsidiaries,  the  Company  shall
simultaneously file such notice with the Commission pursuant to a Current Report
on Form 8-K.

     5.5  Amendments;  Waivers.  No provision of this  Agreement  may be waived,
modified,  supplemented or amended except in a written instrument signed, in the
case of an amendment, by the Company and Purchasers which purchased at least 67%
in interest of the Shares based on the initial  Subscription  Amounts  hereunder
or, in the case of a waiver,  by the party against whom  enforcement of any such
waived  provision is sought;  provided,  that if any amendment,  modification or
waiver  disproportionately  and  adversely  impacts  a  Purchaser  (or  group of
Purchasers), the consent of such disproportionately impacted Purchaser (or group
of Purchasers) shall also be required.  No waiver of any default with respect to
any provision,  condition or requirement of this Agreement shall be deemed to be
a  continuing  waiver in the future or a waiver of any  subsequent  default or a
waiver of any other provision,  condition or requirement  hereof,  nor shall any
delay or  omission of any party to exercise  any right  hereunder  in any manner
impair the  exercise of any such right.  Any  proposed  amendment or waiver that
disproportionately,  materially and adversely affects the rights and obligations
of any Purchaser  relative to the comparable rights and obligations of the other
Purchasers  shall require the prior written  consent of such adversely  affected
Purchaser,  Any  amendment  effected in  accordance  with  accordance  with this
Section 5.5 shall be binding upon each  Purchaser and holder of  Securities  and
the Company.

     5.6  Headings.  The  headings  herein  are  for  convenience  only,  do not
constitute a part of this  Agreement  and shall not be deemed to limit or affect
any of the provisions hereof.

     5.7 Successors and Assigns.  This Agreement shall be binding upon and inure
to the benefit of the parties and their  successors and permitted  assigns.  The
Company may not assign this  Agreement  or any rights or  obligations  hereunder
without the prior written consent of each Purchaser (other than by merger).  Any
Purchaser may assign any or all of its rights under this Agreement to any Person
to whom such Purchaser  assigns or transfers any Securities,  provided that such
transferee  agrees in  writing  to be bound,  with  respect  to the  transferred
Securities,  by the  provisions of the  Transaction  Documents that apply to the
"Purchasers."

     5.8 No Third-Party  Beneficiaries.  The Placement  Agent shall be the third
party  beneficiary  of the  representations  and  warranties  of the  Company in
Section 3.1 and the  representations and warranties of the Purchasers in Section
3.2. This  Agreement is intended for the benefit of the parties hereto and their
respective  successors and permitted  assigns and is not for the benefit of, nor
may any provision  hereof be enforced by, any other Person,  except as otherwise
set forth in Section 4.8 and this Section 5.8.

     5.9 Governing  Law. All questions  concerning the  construction,  validity,
enforcement and interpretation of the Transaction Documents 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 conflicts of law thereof.  Each
party  agrees  that  all  legal  Proceedings   concerning  the  interpretations,
enforcement and defense of the  transactions  contemplated by this Agreement and
any other Transaction  Documents  (whether brought against a party hereto or its
respective affiliates,  directors,  officers,  shareholders,  partners, members,
employees  or agents)  shall be commenced  exclusively  in the state and federal
courts sitting in the City of New York. Each party hereby irrevocably submits to
the exclusive  jurisdiction  of the state and federal courts sitting in the City
of New York,  Borough of Manhattan for the adjudication of any dispute hereunder

                                       33
<PAGE>

or in  connection  herewith  or with  any  transaction  contemplated  hereby  or
discussed  herein  (including  with  respect  to the  enforcement  of any of the
Transaction Documents),  and hereby irrevocably waives, and agrees not to assert
in any Action or Proceeding,  any claim that it is not personally subject to the
jurisdiction of any such court, that such Action or Proceeding is improper or is
an inconvenient venue for such Proceeding.  Each party hereby irrevocably waives
personal  service of process and  consents to process  being  served in any such
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  Agreement  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 law. If any party shall  commence an
Action or Proceeding to enforce any  provisions  of the  Transaction  Documents,
then,  in addition to the  obligations  of the Company  under  Section  4.8, the
prevailing  party  in such  Action  or  Proceeding  shall be  reimbursed  by the
non-prevailing  party for its  reasonable  attorneys'  fees and other  costs and
expenses  incurred with the  investigation,  preparation and prosecution of such
Action or Proceeding.

     5.10 Survival.  The representations  and warranties  contained herein shall
survive the Closing and the delivery of the Securities.

     5.11 Execution. This Agreement may be executed in two or more counterparts,
all of which when taken  together shall be considered one and the same agreement
and shall become effective when  counterparts have been signed by each party and
delivered to each other  party,  it being  understood  that the parties need not
sign the same  counterpart.  In the event that any  signature  is  delivered  by
facsimile  transmission or by e-mail delivery of a ".pdf" format data file, such
signature shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) with the same force and effect as if
such facsimile or ".pdf" signature page were an original thereof.

     5.12 Severability.  If any term, provision, covenant or restriction of this
Agreement is held by a court of competent  jurisdiction to be invalid,  illegal,
void or  unenforceable,  the remainder of the terms,  provisions,  covenants and
restrictions set forth herein shall remain in full force and effect and shall in
no way be affected,  impaired or  invalidated,  and the parties hereto shall use
their commercially reasonable efforts to find and employ an alternative means to
achieve the same or substantially  the same result as that  contemplated by such
term, provision,  covenant or restriction.  It is hereby stipulated and declared
to be the  intention of the parties that they would have  executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

     5.13  Rescission  and  Withdrawal  Right.  Notwithstanding  anything to the
contrary  contained in (and without  limiting any similar  provisions of) any of
the other  Transaction  Documents,  whenever  any  Purchaser  exercises a right,
election, demand or option under a Transaction Document and the Company does not
timely perform its related obligations within the periods therein provided, then
such Purchaser may rescind or withdraw, in its sole discretion from time to time

                                       34
<PAGE>

upon written notice to the Company,  any relevant notice,  demand or election in
whole or in part without  prejudice to its future actions and rights;  provided,
however,  that in the case of a  rescission  of an  exercise  of a Warrant,  the
applicable  Purchaser  shall be  required  to return any shares of Common  Stock
subject to any such rescinded  exercise notice  concurrently  with the return to
such  Purchaser  of the  aggregate  exercise  price paid to the Company for such
shares and the  restoration  of such  Purchaser's  right to acquire  such shares
pursuant to such  Purchaser's  Warrant  (including,  issuance  of a  replacement
warrant certificate evidencing such restored right).

     5.14 Replacement of Securities. If any certificate or instrument evidencing
any Securities is mutilated,  lost, stolen or destroyed, the Company shall issue
or cause to be issued in exchange  and  substitution  for and upon  cancellation
thereof (in the case of mutilation),  or in lieu of and substitution therefor, a
new  certificate  or  instrument,  but only upon receipt of evidence  reasonably
satisfactory to the Company of such loss,  theft or  destruction.  The applicant
for a new certificate or instrument under such circumstances  shall also pay any
reasonable third-party costs (including customary indemnity) associated with the
issuance of such replacement Securities.

     5.15  Remedies.  In  addition  to being  entitled  to  exercise  all rights
provided herein or granted by law,  including  recovery of damages,  each of the
Purchasers  and the Company will be entitled to specific  performance  under the
Transaction  Documents.  The  parties  agree that  monetary  damages  may not be
adequate  compensation  for  any  loss  incurred  by  reason  of any  breach  of
obligations contained in the Transaction Documents and hereby agree to waive and
not to assert in any Action for specific  performance of any such obligation the
defense that a remedy at law would be adequate.

     5.16 Payment Set Aside.  To the extent that the Company  makes a payment or
payments to any Purchaser  pursuant to any  Transaction  Document or a Purchaser
enforces or exercises its rights thereunder, and such payment or payments or the
proceeds of such  enforcement  or exercise or any part thereof are  subsequently
invalidated,  declared to be fraudulent or  preferential,  set aside,  recovered
from, disgorged by or are required to be refunded,  repaid or otherwise restored
to the  Company,  a  trustee,  receiver  or  any  other  Person  under  any  law
(including, without limitation, any bankruptcy law, state or federal law, common
law or equitable  cause of action),  then to the extent of any such  restoration
the  obligation  or part thereof  originally  intended to be satisfied  shall be
revived and  continued  in full force and effect as if such payment had not been
made or such enforcement or setoff had not occurred.

     5.17  Independent  Nature  of  Purchasers'   Obligations  and  Rights.  The
obligations of each Purchaser under any Transaction Document are several and not
joint with the  obligations of any other  Purchaser,  and no Purchaser  shall be
responsible in any way for the performance or non-performance of the obligations
of any other Purchaser under any Transaction Document.  Nothing contained herein
or in any  other  Transaction  Document,  and no action  taken by any  Purchaser
pursuant  hereto or thereto,  shall be deemed to constitute  the Purchasers as a

                                       35
<PAGE>

partnership,  an  association,  a joint venture or any other kind of entity,  or
create a presumption  that the Purchasers are in any way acting in concert or as
a group with respect to such obligations or the transactions contemplated by the
Transaction Documents. Each Purchaser shall be entitled to independently protect
and enforce its rights including,  without limitation, the rights arising out of
this Agreement or out of the other  Transaction  Documents,  and it shall not be
necessary  for any other  Purchaser to be joined as an  additional  party in any
Proceeding  for such purpose.  Each  Purchaser has been  represented  by its own
separate  legal  counsel  in its  review  and  negotiation  of  the  Transaction
Documents.  The legal counsel of the  Placement  Agent does not represent any of
the Purchasers and only represents the Placement  Agent. The Company has elected
to provide all Purchasers with the same terms and Transaction  Documents for the
convenience of the Company and not because it was required or requested to do so
by any of the  Purchasers.  It is  expressly  understood  and  agreed  that each
provision contained in this Agreement and in each other Transaction  Document is
between the Company and a Purchaser, solely, and not between the Company and the
Purchasers collectively and not between and among the Purchasers.

     5.18  Liquidated  Damages.  The  Company's  obligations  to pay any partial
liquidated  damages or other amounts owing under the Transaction  Documents is a
continuing  obligation of the Company and shall not  terminate  until all unpaid
partial liquidated damages and other amounts have been paid  notwithstanding the
fact that the instrument or security  pursuant to which such partial  liquidated
damages or other amounts are due and payable shall have been canceled.

     5.19 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.

     5.20  Construction.  The  parties  agree  that  each of them  and/or  their
respective   counsel  have  reviewed  and  had  an  opportunity  to  revise  the
Transaction  Documents and,  therefore,  the normal rule of  construction to the
effect that any ambiguities are to be resolved  against the drafting party shall
not be  employed  in the  interpretation  of the  Transaction  Documents  or any
amendments  thereto.  In addition,  each and every reference to share prices and
shares  of  Common  Stock  in any  Transaction  Document  shall  be  subject  to
adjustment  for  reverse  and  forward  stock  splits,  stock  dividends,  stock
combinations and other similar transactions of the Common Stock that occur after
the date of this Agreement.

     5.21  WAIVER OF JURY TRIAL.  IN ANY  ACTION,  SUIT,  OR  PROCEEDING  IN ANY
JURISDICTION  BROUGHT BY ANY PARTY  AGAINST ANY OTHER  PARTY,  THE PARTIES  EACH
KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW,
HEREBY  ABSOLUTELY,  UNCONDITIONALLY,  IRREVOCABLY AND EXPRESSLY  WAIVES FOREVER
TRIAL BY JURY.




                            (Signature Pages Follow)




                                       36
<PAGE>



     IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase
Agreement to be duly executed by their respective  authorized  signatories as of
the date first indicated above.



CEL-SCI CORPORATION                               Address for Notice:
                                                  -------------------


By: /s/ Geert R. Kersten
    ------------------------
    Name: Geert R. Kersten
    Title: CEO

With a copy to (which shall not constitute notice):

      William T. Hart
      Hart & Hart, LLC
      1624 Washington St.
      Denver, CO  80203
      (303) 839-0061
      harttrinen@aol.com













                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

                      SIGNATURE PAGE FOR PURCHASER FOLLOWS]











                                       37
<PAGE>



        [PURCHASER SIGNATURE PAGES TO CVM SECURITIES PURCHASE AGREEMENT]



     IN WITNESS WHEREOF,  the undersigned  have caused this Securities  Purchase
Agreement to be duly executed by their respective  authorized  signatories as of
the date first indicated above.

Name of Purchaser: ________________________________________________________

Signature of Authorized Signatory of Purchaser: ___________________________

Name of Authorized Signatory: _____________________________________________

Title of Authorized Signatory: ____________________________________________

Email Address of Authorized Signatory:_____________________________________

Facsimile Number of Authorized Signatory: _________________________________

Address for Notice to Purchaser:



Address for  Delivery of  Securities  to  Purchaser  (if not same as address for
notice):




Subscription Amount: $_________________

Shares: _________________

Warrant Shares: __________________

EIN Number: _______________________



                           [SIGNATURE PAGES CONTINUE]




                                       38
<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>7
<FILENAME>form8kitem101ex23may-17.txt
<DESCRIPTION>EXHIBIT 23 ATTORNEY'S 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.  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.

May 1, 2017                               HART & HART, LLC

                                          /s/ William T. Hart
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>8
<FILENAME>form8kitem101ex99may-17.txt
<DESCRIPTION>EXHIBIT 99 PRESS RELEASE
<TEXT>




                                   EXHIBIT 99




<PAGE>


CEL-SCI Corporation


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

           CEL-SCI ANNOUNCES $1.51 MILLION REGISTERED DIRECT OFFERING

Vienna,  VA,  Friday,  May 1, 2017 - CEL-SCI  Corporation  (NYSE  MKT:CVM) today
announced  it has entered  into a definitive  agreement  with one  institutional
investor  for an  offering  of shares of common  stock  with gross  proceeds  of
approximately $1.51 million in a registered direct offering.  The closing of the
offering  is  expected  to take  place on or about May 3,  2017,  subject to the
satisfaction of customary closing conditions.

In connection with the offering, the CEL-SCI will issue approximately 13,199,000
registered  shares of common  stock at a  purchase  price of $0.115  per  share.
Concurrently in a private placement, the Company will issue warrants to purchase
up to  9,899,250  shares of its common  stock.  For each  share of common  stock
purchased  in the  registered  direct  offering,  such  investor  in the private
placement will receive from the CEL-SCI an unregistered warrant to purchase 0.75
share of common stock. The warrants have an exercise price of $0.1214 per share,
will be  exercisable  upon the 6 month  anniversary  of the issue date, and will
expire five and a half years from the issue date.

Rodman &  Renshaw,  a unit of H.C.  Wainwright  & Co.,  LLC,  is  acting  as the
exclusive placement agent in connection with the offering.

CEL-SCI  intends  to use the net  proceeds  from the  offering  for the  Phase 3
clinical study and general corporate purposes.

The shares of common stock  described  above (but not the warrants or the shares
of common stock underlying the warrants) are being offered pursuant to a "shelf"
registration statement (File No. 333-205444). Such shares of common stock may be
offered  only by means  of a  prospectus,  including  a  prospectus  supplement,
forming a part of the effective registration statement.

The warrants  described above were offered in a private  placement under Section
4(a)(2) of the Securities Act of 1933, as amended (the "Act"),  and Regulation D
promulgated thereunder and, along with the shares of common stock underlying the
warrants, have not been registered under the Act, or applicable state securities
laws. Accordingly, the warrants and underlying shares of common stock may not be
offered  or  sold  in  the  United  States  except   pursuant  to  an  effective
registration   statement  or  an  applicable  exemption  from  the  registration
requirements of the Act and such applicable state securities laws.

A prospectus supplement and the accompanying prospectus relating to the offering
will be  filed  with the SEC and  will be  available  on the  SEC's  website  at
http://www.sec.gov.  Copies of the  prospectus  supplement,  when filed with the
SEC, and accompanying  prospectus relating to this offering may also be obtained
from H.C. Wainwright & Co., LLC, by emailing  placements@hcwco.com or by calling
646-975-6996.

This press release shall not constitute an offer to sell or the solicitation of
an offer to buy any of the securities described herein, nor shall there be any
sale of these securities in any state or jurisdiction in which such offer,

                                       1
<PAGE>

solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction.

About CEL-SCI Corporation

CEL-SCI's work is focused on finding the best way to activate the immune system
to fight cancer and infectious diseases. Its lead investigational immunotherapy,
Multikine* (Leukocyte Interleukin, Injection), is currently being studied in a
pivotal Phase 3 clinical trial as a potential neoadjuvant treatment for patients
with squamous cell carcinoma of the head and neck. Subject to the partial
clinical hold, the study was designed with the objective that, if the study
endpoint, which is an improvement in overall survival of the subjects treated
with the Multikine treatment regimen plus the current standard of care (SOC) as
compared to subjects treated with the current SOC only, is satisfied, the study
results will be used to support applications that the Company plans to submit to
regulatory agencies in order to seek commercial marketing approvals for
Multikine in major markets around the world. Additional clinical indications for
Multikine that are being investigated include the treatment of cervical
dysplasia in HIV/HPV co-infected women, and the treatment of peri-anal warts in
HIV/HPV co-infected men and women. A Phase 1 trial of the former indication
(treatment of cervical dysplasia in HIV/HPV co-infected women) has been
completed at the University of Maryland. The latter indication (treatment of
peri-anal warts in HIV/HPV co-infected men and women) is being studied in a
Phase 1 trial at the University of California, San Francisco. CEL-SCI has
patents on Multikine from the US, Europe, China, and Japan.

CEL-SCI is also developing its pre-clinical  L.E.A.P.S.  (Ligand Epitope Antigen
Presentation   System)  technology  for  the  potential  treatment  of  pandemic
influenza in hospitalized  patients and as a potential vaccine for the treatment
of rheumatoid arthritis.

The Company has operations in Vienna, Virginia, and in/near Baltimore, Maryland.

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. Such
statements  are  subject  to risks and  uncertainties  that could  cause  actual
results to differ materially from those projected.  Such statements include, but
are not  limited  to,  statements  about the terms,  expected  proceeds,  use of
proceeds and closing of the offering.  Factors that could cause or contribute to
such  differences  include,  an  inability to  duplicate  the  clinical  results
demonstrated in clinical studies,  timely  development of any potential products
that  can be  shown to be safe and  effective,  receiving  necessary  regulatory
approvals,   difficulties  in  manufacturing  any  of  the  Company's  potential
products,  inability  to raise the  necessary  capital and the risk  factors set
forth from time to time in CEL-SCI's  filings with the  Securities  and Exchange
Commission,  including but not limited to its report on Form 10-K and 10-K/A for
the year ended  September  30, 2016.  The Company  undertakes  no  obligation to
publicly release the result of any revision to these forward-looking  statements
which may be made to reflect the events or  circumstances  after the date hereof
or to reflect the occurrence of unanticipated events.

* Multikine (Leukocyte Interleukin, Injection) is the trademark that CEL-SCI has
registered  for  this  investigational  therapy,  and this  proprietary  name is
subject  to FDA  review in  connection  with the  Company's  future  anticipated
regulatory submission for approval.  Multikine has not been licensed or approved
for  sale,  barter  or  exchange  by the  FDA or any  other  regulatory  agency.

                                       2
<PAGE>

Similarly,  its  safety  or  efficacy  has not  been  established  for any  use.
Moreover,  no  definitive   conclusions  can  be  drawn  from  the  early-phase,
clinical-trials  data involving the investigational  therapy Multikine.  Further
research is required,  and early-phase  clinical trial results must be confirmed
in the  Phase 3  clinical  trial  of  this  investigational  therapy  that is in
progress  and that is  currently  subject to a clinical  hold on  enrollment  of
additional new patients.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
