<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>form8kitem101ex10www10-17.txt
<DESCRIPTION>EXHIBIT 10 (WWW)
<TEXT>




                                 EXHIBIT 10(www)




<PAGE>

                    AMENDMENT NO. 1 TO ASSIGNMENT OF PROCEEDS
                            AND INVESTMENT AGREEMENT
         THIS AMENDMENT NO. 1 TO ASSIGNMENT OF PROCEEDS AND INVESTMENT

AGREEMENT (this  "Amendment") is made and entered into effective as of August 2,
2017 (the  "Effective  Date"),  by and between CEL-SCI  Corporation,  a Colorado
corporation  ("Assignor"),  and Lake Whillans  Vehicle I LLC, a Delaware limited
liability company ("Assignee").  Assignor and Assignee are sometimes referred to
herein singularly as a "Party" and collectively as the "Parties".

                                   WITNESSETH

WHEREAS, each of the Parties is party to that certain Assignment of Proceeds and
Investment  Agreement dated October 12, 2015 between  Assignor and Assignee (the
"Investment  Agreement")  (capitalized  terms used but not defined  herein shall
have the meanings ascribed to them in the Investment Agreement);

WHEREAS,  pursuant to the  Investment  Agreement,  among other things,  Assignee
provided  $5,000,000 to Assignor in  consideration  for the right to receive the
Assigned Return (as defined in the Investment Agreement); and

WHEREAS, pursuant to the Engagement Letter, Assignor Counsel agreed to represent
Assignor in  connection  with its  arbitration  claim  against  inVentiv  Health
Clinical,  LLC and certain affiliates (the "Claim") and agreed that total hourly
fees and expenses in such representation would be capped at $5,000,000,  in each
case subject to the terms and conditions set forth in the Engagement Letter;

WHEREAS,  Assignor  Counsel has reached the  foregoing fee cap in respect of its
representation  of  Assignor  in the Claim and  Assignor  and  Assignee  wish to
incentivize  Assignor  Counsel to achieve the best possible outcome for Assignor
and ensure the most forceful and continued representation by Assignor Counsel of
Assignor in respect to the Claim.  Therefore,  the  Parties  desire to amend the
Investment  Agreement as described  herein in order to grant Assignor  Counsel a
share of the Proceeds (as defined in the Investment  Agreement),  subject to the
terms and conditions set forth herein.

NOW THEREFORE in  consideration  of foregoing  premises and the mutual covenants
set forth  herein and for other good and  valuable  consideration  the legal the
receipt and the legal sufficiency  which is hereby  acknowledged by the Parties,
the Parties agree as follows:

                                   AGREEMENTS

     1. Amendments to Investment Agreement.

          a.   Amendments to Section 1.1 of the Investment Agreement.

               i.   Definition of "Assigned Return". The definition of "Assigned
                    Return" in Section 1.1 of the Investment Agreement is hereby
                    deleted in its entirety and replaced with the following:

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

                                       1
<PAGE>

                    (i)  $10,000,000; plus

                    (ii) Eleven  and  one-quarter  percent  (11.25%)  of the Net
                         Proceeds."

               ii.  Definition of "Pro Rata  Interest".  The  definition of "Pro
                    Rata Interest' in Section 1.1 of the Investment Agreement is
                    hereby deleted in its entirety.

          b.   Amendment to Schedule 1 to the Investment Agreement.  The text on
               Schedule 1 to the Investment Agreement (other than the heading of
               such  Schedule)  is hereby  deleted in its  entirety and replaced
               with the following text:

                    "Proceeds  arising from the Proceedings shall be distributed
                    by  the  Escrow  Agent  in  the   following   priority  (the
                    "Distribution Schedule"):

                    1.   100% of the Proceeds to Assignee  until it has received
                         $5,000,000; then

                    2.   Any  Proceeds  remaining  after  payment  of the amount
                         required  pursuant to the  foregoing  clause 1 shall be
                         paid as follows:  the LW Percentage to Assignee and the
                         WA  Percentage to Assignor  Counsel until  Assignee and
                         Assignor Counsel have collectively  received $5,000,000
                         under this clause 2; then

                    3.   Any  Proceeds  remaining  after  payment of the amounts
                         required  pursuant  to the  foregoing  clauses  1 and 2
                         shall be paid as follows: 81.25% to Assignor; 11.25% to
                         Assignee and 7.5% to Assignor Counsel.

                    "LW  Percentage"  shall  mean  the  percentage  equal to the
                    product of (i) 100 and (ii) $5,000,000 divided by the sum of
                    $5,000,000  plus the  lesser of (x)  amount  of  reasonable,
                    documented third-party expenses incurred by Assignor Counsel
                    after  August 2, 2017 in  respect of its  representation  of
                    Assignor in connection with the Claim and (y) $250,000.

                    "WA Percentage"  shall mean the difference  between 100% and
                    the LW Percentage.

     2.   Effect.  Except  as  specifically  amended  by  paragraph  1  of  this
          Amendment,  the Investment  Agreement shall not be amended or modified
          hereby.  As amended as provided in paragraph 1 of this Amendment,  the
          Investment  Agreement shall continue in full force and effect.  In the
          event of any  conflict  between  the terms of this  Amendment  and the
          Investment  Agreement,  this Amendment shall govern. This Amendment is
          subject  to,  and  conditioned  upon,   Assignor  Counsel's  continued
          representation  of Assignor in respect of the Claim in accordance with
          the terms of the Engagement Letter (including  without  limitation its
          obligation  to pay  costs,  expenses  and other  third  party  charges

                                       2
<PAGE>

          incurred in connection  with such  representation).  Assignor  Counsel
          acknowledges  and agrees to the  foregoing  and agrees to  continue to
          represent  Assignor  in  respect of the Claim in  accordance  with the
          terms of the Engagement  Letter (including  without  limitation paying
          all  costs,  expenses  and  other  third  party  charges  incurred  in
          connection with such representation).  If Assignor Counsel fails to so
          continue to  represent  Assignor in respect of the Claim (and pay such
          costs,  expenses and other third party charges),  this amendment shall
          be null and void and of no force or effect.

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

     4.   Governing  Law.  This  Amendment and its  validity,  construction  and
          performance,  and any and all  disputes  arising  hereunder,  shall be
          governed  in all  respects  by the laws of the State of New York,  but
          without recourse to its conflict of laws provisions.

     5.   Counterparts.  This Amendment may be executed in multiple counterparts
          and via facsimile  and/or PDF signature,  each of which shall, for all
          purposes,  be deemed an original,  but which together shall constitute
          one and same instrument.

                                         * * * * *


                                       3
<PAGE>






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


                              CEL-SCI CORPORATION



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

                              Name: Geert R. Kersten
                              Title: Chief Executive Officer
                              Date: October 3, 2017



                              LAKE WHILLANS VEHICLE I LLC

                              BY:  LAKE WHILLANS CAPITAL PARTNERS LLC,
                                   ITS MANAGING MEMBER

                              By:  /s/ Boaz Weinstein
                                   ----------------------------

                              Name: Boaz Weinstein
                              Title Principal
                              Date: October 3, 2017



AGREED AND ACKNOWLEDGED WITH RESPECT TO SECTION 2:

WILK AUSLANDER LLP



By: /s/ Jay Auslander
    ----------------------------

Name: Jay Auslander
Title:      Partner
Date:   October 3, 2017
</TEXT>
</DOCUMENT>
