REGISTRATION RIGHTS AGREEMENT

      This Registration  Rights Agreement (this "Agreement") is made and entered
into as of December 8, 1999, among Cel-Sci  Corporation,  a Colorado corporation
(the  "Company"),  and the investors  signatory  hereto (each such investor is a
"Purchaser" and all such investors are, collectively, the "Purchasers").

      This  Agreement is made  pursuant to the  Securities  Purchase  Agreement,
dated as of the date hereof, among the Company and the Purchasers (the "Purchase
Agreement").

      In  consideration  of the  mutual  covenants  contained  in  the  Purchase
Agreement and in this Agreement,  the Company and the Purchasers hereby agree as
follows:

1.    Definitions

      Capitalized  terms used and not otherwise  defined herein that are defined
in the  Purchase  Agreement  shall  have the  meanings  given  such terms in the
Purchase  Agreement.  As used in this Agreement,  the following terms shall have
the following meanings:

     "Adjustable  Warrants"  shall have the  meaning  set forth in the  Purchase
Agreement.

      "Affiliate"  means,  with  respect to any  Person,  any other  Person that
directly or indirectly controls or is controlled by or under common control with
such Person.  For the  purposes of this  definition,  "control,"  when used with
respect to any Person, means the possession, direct or indirect, of the power to
direct or cause the  direction  of the  management  and policies of such Person,
whether  through the ownership of voting  securities,  by contract or otherwise;
and the terms of  "affiliated,"  "controlling"  and  "controlled"  have meanings
correlative to the foregoing.

      "Business Day" means any day except  Saturday,  Sunday,  the day following
Christmas,  the date following Thanksgiving and any day which shall be a federal
legal  holiday or a day on which banking  institutions  in the state of New York
and the Commonwealth of Virginia  generally are authorized or required by law or
other governmental action to close.

      "Closing Date" shall have the meaning set forth in the Purchase Agreement.

     "Closing  Warrants"  shall  have the  meaning  set  forth  in the  Purchase
Agreement.

      "Commission" means the Securities and Exchange Commission.

      "Common Stock" means the Company's common stock,  $.01 par value per share
and any other  securities into which such stock shall hereafter be redistributed
or recapitalized.

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      "Effectiveness Date" means March 31, 2000.

      "Effectiveness Period" shall have the meaning set forth in Section 2(a).

      "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      "Filing Date" means January 14, 2000.

      "Holder" or  "Holders"  means the holder or  holders,  as the case may be,
from time to time of Registrable Securities.

      "Indemnified Party" shall have the meaning set forth in Section 5(c).

      "Indemnifying Party" shall have the meaning set forth in Section 5(c).

      "Losses" shall have the meaning set forth in Section 5(a).

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

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

      "Prospectus"  means  the  prospectus  included  a  Registration  Statement
(including,  without  limitation,  a prospectus  that  includes any  information
previously omitted from a prospectus filed as part of an effective  registration
statement in reliance upon Rule 430A  promulgated  under the Securities Act), as
amended or supplemented by any prospectus supplement,  with respect to the terms
of the  offering of any portion of the  Registrable  Securities  covered by such
Registration  Statement,  and  all  other  amendments  and  supplements  to  the
Prospectus,  including post-effective  amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.

      "Registrable  Securities"  means  (i) the  Shares  and (ii) the  shares of
Common Stock issuable upon exercise of the Warrants.

      "Registration   Statement"  means  the  registration   statement  and  any
additional  registration  statement  contemplated by Section 2(a), including (in
each case) the  Prospectus,  amendments  and  supplements  to such  registration
statement or  Prospectus,  including  pre- and  post-effective  amendments,  all
exhibits  thereto,  and all material  incorporated  by reference or deemed to be
incorporated by reference in such registration statement.

      "Rule 144" means Rule 144  promulgated by the  Commission  pursuant to the
Securities  Act, as such Rule may be amended  from time to time,  or any rule or
regulation hereafter adopted by the Commission to replace such Rule.

<PAGE>

      "Rule 415" means Rule 415  promulgated by the  Commission  pursuant to the
Securities  Act, as such Rule may be amended  from time to time,  or any rule or
regulation hereafter adopted by the Commission to replace such Rule.

      "Rule 424" means Rule 424  promulgated by the  Commission  pursuant to the
Securities  Act, as such Rule may be amended  from time to time,  or any rule or
regulation hereafter adopted by the Commission to replace such Rule.

      "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 to the Purchasers on the
Closing Date pursuant to the Purchase Agreement.

      "Special  Counsel" means one special  counsel to the Holders for which the
Holders will be reimbursed by the Company pursuant to Section 4.

     "Transaction  Documents"  shall have the meaning set forth in the  Purchase
Agreement.

      "Underwritten  Registration or Underwritten Offering" means a registration
in connection  with which  securities of the Company are sold to an  underwriter
for reoffering to the public pursuant to an effective registration statement.

    "Vesting Date" shall have the meaning set forth in the Adjustable Warrants.

   "Warrants" means the Closing Warrants and the Adjustable Warrants.

2.    Shelf Registration

      a. On or prior to the Filing Date, the Company shall prepare and file with
the  Commission  a "Shelf"  Registration  Statement  covering  the resale of all
Registrable Securities for an offering to be made on a continuous basis pursuant
to Rule 415.  The  Registration  Statement  shall be on Form S-3  (except if the
Company is not then eligible to register for resale the  Registrable  Securities
on Form S-3,  in which case such  registration  shall be on another  appropriate
form in accordance  herewith as the Holders may consent).  The Company shall use
its best efforts to cause the  Registration  Statement to be declared  effective
under the Securities Act as promptly as possible after the filing  thereof,  but
in any event prior to the Effectiveness  Date, and shall use its best efforts to
keep such Registration Statement continuously effective under the Securities Act
until  the date  which is two (2) years  after  the date that such  Registration
Statement is declared  effective by the Commission or such earlier date when all
Registrable  Securities covered by such Registration Statement have been sold or
may be sold without volume restrictions pursuant to Rule 144(k) as determined by
the counsel to the Company  pursuant to a written opinion letter to such effect,
addressed  and  acceptable  to the  Company's  transfer  agent and the  affected
Holders (the "Effectiveness  Period"),  provided,  that the Company shall not be

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deemed  to have  used  its  best  efforts  to keep  the  Registration  Statement
effective  during the  Effectiveness  Period if it voluntarily  takes any action
that  would  result  in the  Holders  not  being  able to sell  the  Registrable
Securities  covered by such  Registration  Statement  during  the  Effectiveness
Period,  unless such action is required under  applicable law or the Company has
filed  a  post-effective   amendment  to  the  Registration  Statement  and  the
Commission has not declared it effective.

      b. In order to  account  for the fact that the  number of shares of Common
Stock that are issuable upon exercise of the  Adjustable  Warrants is determined
in part upon the market price of the Common Stock on a Vesting Date, the initial
Registration  Statement to be filed  hereunder shall include (but not be limited
to) a number of shares of Common  Stock equal to no less than the sum of (i) the
number of shares issuable upon exercise of the Adjustable  Warrants on the First
Vesting Date assuming,  for the purposes of this  subsection  that, on the First
Vesting  Period,  the Adjustment  Price is 50% of the Per Share Market Value for
the  Trading Day  immediately  preceding  the Closing  Date and that each Holder
holds the entire  number of Shares  purchased  under the Purchase  Agreement and
(ii) the number of shares issuable upon exercise in full of the Closing Warrants
and (iii) the number of Shares  (the sum of (i),  (ii) and (iii),  the  "Initial
Minimum").

      c.  If the  Holders  of a  majority  of the  Registrable  Securities  then
outstanding  so elect,  an  offering  of  Registrable  Securities  pursuant to a
Registration  Statement  may, after the  Effectiveness  Date, be effected in the
form  of  an  Underwritten  Offering.  In  such  event,  and,  if  the  managing
underwriters  advise the  Company  and such  Holders  in  writing  that in their
opinion  the  amount  of  Registrable  Securities  proposed  to be  sold in such
Underwritten Offering exceeds the amount of Registrable  Securities which can be
sold in such Underwritten Offering, there shall be included in such Underwritten
Offering the amount of such Registrable  Securities which in the opinion of such
managing  underwriters  can be sold, and such amount shall be allocated pro rata
among the Holders proposing to sell Registrable  Securities in such Underwritten
Offering.

      d. If any of the Registrable  Securities are to be sold in an Underwritten
Offering,  the  investment  banker that will  administer  the  offering  will be
selected by the Holders of a majority of the Registrable  Securities included in
such offering upon consultation  with the Company.  No Holder may participate in
any  Underwritten  Offering  hereunder unless such Holder (i) agrees to sell its
Registrable  Securities  on the basis  provided in any  underwriting  agreements
approved by the Persons entitled hereunder to approve such arrangements and (ii)
completes  and executes  all  questionnaires,  powers of attorney,  indemnities,
underwriting  agreements  and other  documents  required under the terms of such
arrangements.

      e. If (i) the initial Registration Statement is not filed on or before the
Filing Date (if the Company files such Registration  Statement without affording
the Holder the  opportunity  to review and  comment on the same as  required  by
Section  3(a) hereof,  the Company  shall not be deemed to have  satisfied  this
clause (i)), or (ii) the Company fails to file with the  Commission a request to
accelerate in accordance  with Rule 461  promulgated  under the  Securities  Act
within  five (5) days of the date that the  Company  is  notified  (orally or in
writing,  whichever is earlier) by the Commission that a Registration  Statement
will not be "reviewed" or is not subject to further review, or (iii) the initial
Registration  Statement  filed  hereunder  is  not  declared  effective  by  the
Commission on or before the  Effectiveness  Date,  or (iv) after a  Registration
Statement  has been  declared  effective by the  Commission,  such  Registration
Statement is either not effective as to all Registrable  Securities  required to
be covered thereby  throughout the  Effectiveness  Period or the Holders are not

<PAGE>

permitted  for any reason to make  sales of all  Registrable  Securities  (which
shall be reduced  by the Excess  Warrant  Shares (as  defined in the  Adjustable
Warrants) during the period, if any, between the time the Company has elected to
obtain the Shareholder  Approval (as defined in the Adjustable Warrants) and the
Target Date)  thereunder  during such  period,  (v) other than in the case of an
Underwritten  Offering, an amendment to the Registration  Statement is not filed
by the Company with the Commission  within ten (10) days (or thirty (30) days in
case the amendment  includes  responses to comments received from the Commission
which relate to the  financial  statements  of the Company) of the  Commission's
notifying  the  Company  that  such   amendment  is  required  in  order  for  a
Registration  Statement to be declared effective,  or (vi) trading in the Common
Stock  shall be  suspended  from the AMEX (as  defined  herein) or a  Subsequent
Market (as defined herein) for more than three (3) Business Days (which need not
be  consecutive  days)  (any such  failure  or breach  being  referred  to as an
"Event," and for purposes of clauses (i),  (iii) and (iv) the date on which such
Event occurs, or for purposes of clause (ii) the date on which such five (5) day
period is  exceeded,  or for  purposes  of clause (v) the date on which such ten
(10) day period or thirty (30) day period,  as applicable,  is exceeded,  or for
purposes of clause (vi) the date on which such three (3)  Business Day period is
exceeded being referred to as "Event Date"),  then, in any such case, as partial
relief for the damages suffered  therefrom by the Holder (which remedy shall not
be exclusive of any other remedies  available at law or in equity),  the Company
shall on the  Event  Date and on each  monthly  anniversary  thereof  until  the
triggering  Event is cured,  pay to each Holder an amount in cash, as liquidated
damages for the estimated cost to such Holder of not having liquid securities in
the time contemplated by the Transaction  Documents and not as a penalty,  equal
to the product of (A) $37,500 and (B) the quotient  obtained by dividing (x) the
number of Shares  issued and sold to such Holder on the Closing  Date by (y) the
number of Shares  issued and sold by the  Company on the  Closing  Date (and the
pro-rata portion for partial months until such event is cured).  The payments to
which the Holders  shall be entitled  pursuant to this  Section are  referred to
herein as "Registration  Delay Payments."  Registration  Delay Payments shall be
calculated  on a cumulative  basis and paid within five (5) Business Days of the
Event Date and each monthly  anniversary  thereof.  If the Company fails to make
Registration Delay Payments in a timely manner, such Registration Delay Payments
shall bear  interest at the rate of 2% per month (or the maximum rate  permitted
by law), pro-rated for partial months, until paid in full.

3.    Registration Procedures

      In connection with the Company's registration  obligations hereunder,  the
Company shall:

      a. Prepare and file with the  Commission on or prior to the Filing Date, a
Registration  Statement  on Form S-3 (or if the Company is not then  eligible to
register for resale the  Registrable  Securities  on Form S-3 such  registration
shall be on another appropriate form in accordance  herewith,  or, in connection
with an  Underwritten  Offering  hereunder,  such  other  form  agreed to by the
Company and the Holders) which shall contain the "Plan of Distribution" attached
hereto as Annex A (except if otherwise  directed by the Holders),  and cause the
Registration  Statement  to become  effective  and remain  effective as provided
herein;  provided,  however,  that not less than five (5) Business Days prior to
the  filing  of a  Registration  Statement  or  any  related  Prospectus  or any

<PAGE>

amendment  or  supplement   thereto   (including  any  document  that  would  be
incorporated  or deemed to be  incorporated  therein by reference),  the Company
shall,  (i) furnish to the  Holders,  their  Special  Counsel  and any  managing
underwriters, copies of all such documents proposed to be filed, which documents
(other than those  incorporated  or deemed to be incorporated by reference) will
be  subject  to the  review of such  Holders,  their  Special  Counsel  and such
managing  underwriters,  and (ii) cause its officers and directors,  counsel and
independent  certified public  accountants to respond to such inquiries as shall
be necessary,  in the reasonable  opinion of respective  counsel to such Holders
and such underwriters,  to conduct a reasonable investigation within the meaning
of the Securities Act. The Company shall not file the Registration  Statement or
any such  Prospectus  or any  amendments  or  supplements  thereto  to which the
Holders of a majority of the Registrable  Securities,  their Special Counsel, or
any managing underwriters, shall reasonably object.

      b. (i) Prepare and file with the  Commission  such  amendments,  including
post-effective amendments, to the Registration Statement and the Prospectus used
in connection  therewith as may be necessary to keep the Registration  Statement
continuously  effective  as to the  applicable  Registrable  Securities  for the
Effectiveness  Period and prepare and file with the Commission  such  additional
Registration Statements in order to register for resale under the Securities Act
all of the  Registrable  Securities;  (ii) cause the  related  Prospectus  to be
amended  or  supplemented  by  any  required  Prospectus  supplement,  and as so
supplemented  or  amended to be filed  pursuant  to Rule 424;  (iii)  respond as
promptly as reasonably  possible,  and in any event within ten (10) days, to any
comments received from the Commission with respect to the Registration Statement
or any  amendment  thereto and as promptly as  reasonably  possible  provide the
Holders  true  and  complete  copies  of  all  correspondence  from  and  to the
Commission relating to the Registration Statement, provided, that in the case of
comments  received from the Commission  relating to the financial  statements of
the  Company,  the Company  shall have up to thirty (30) days to respond to such
comments;  and (iv) comply in all material  respects with the  provisions of the
Securities  Act and the  Exchange  Act with  respect to the  disposition  of all
Registrable   Securities  covered  by  the  Registration  Statement  during  the
applicable  period in accordance with the intended methods of disposition by the
Holders thereof set forth in the Registration Statement as so amended or in such
Prospectus as so supplemented.

      c.  (i)  File  additional   Registration   Statements  if  the  number  of
Registrable Securities at any time exceeds 85% of the number of shares of Common
Stock then registered in a Registration Statement. The Company shall have twenty
(20) days to file such additional  Registration  Statements after its receipt of
notice of the  requirement  thereof  which the Holders may give at any time when
the  number of  Registrable  Securities  exceeds  85% of the number of shares of
Common Stock then  registered in a  Registration  Statement  hereunder.  In such
event,  the  Registration  Statement  required to be filed by the Company  shall
include a number of  shares  of Common  Stock  equal to no less than 200% of the
number of shares of Common Stock then issuable  upon exchange of the  Adjustable
Warrants  and  any  other  Registrable  Securities  not  then  registered  in  a
Registration Statement.

      (ii)  File  such  supplements  or attach  "stickers"  to the  Registration
Statement or  Prospectus  as and when  required by the  Commission to evidence a
material amount of resales by a Holder  pursuant to a Prospectus.  In connection
therewith,  if such supplements or "stickers" are  periodically  required by the
Commission,  the  Company  shall,  within  four (4)  Business  Days,  file  such
supplements  or attach  such  "stickers"  whenever  a Holder has sold 50% of the
Registrable  Securities  covered  by the then  outstanding  Prospectus  (as last
supplemented  or  "stickered")  in  order  to cover  100% of the  number  of the
outstanding Registrable Securities.

<PAGE>

      d. Notify the Holders of Registrable  Securities to be sold, their Special
Counsel and any managing  underwriters as promptly as reasonably  possible (and,
in the case of (i)(A)  below,  not less than five (5) Business  Days (or, in the
case of a supplement or "sticker"  required to be filed or attached  pursuant to
Section  3(c)(ii),  within one (1)  Business  Day) prior to such filing) and (if
requested by any such  Person)  confirm such notice in writing no later than one
(1) Business Day following  the day (i)(A) when a Prospectus  or any  Prospectus
supplement or  post-effective  amendment to the Registration  Statement has been
filed;  (B) when the  Commission  notifies the Company  whether  there will be a
"review" of such Registration  Statement and whenever the Commission comments in
writing on such  Registration  Statement  (the  Company  shall  provide true and
complete  copies  thereof  and  all  written  responses  thereto  to each of the
Holders);   and  (C)  with  respect  to  the   Registration   Statement  or  any
post-effective  amendment,  when  the  same has  become  effective;  (ii) of any
request by the Commission or any other Federal or state  governmental  authority
for amendments or supplements to the Registration Statement or Prospectus or for
additional  information;  (iii) of the  issuance by the  Commission  of any stop
order suspending the effectiveness of the Registration Statement covering any or
all of the Registrable  Securities or the initiation of any Proceedings for that
purpose;  (iv) if at any time any of the  representations  and warranties of the
Company  contained  in any  agreement  (including  any  underwriting  agreement)
contemplated hereby ceases to be true and correct in all material respects;  (v)
of the receipt by the Company of any notification with respect to the suspension
of the  qualification or exemption from  qualification of any of the Registrable
Securities for sale in any jurisdiction, or the initiation or threatening of any
Proceeding for such purpose;  and (vi) of the occurrence of any event or passage
of time  that  makes  the  financial  statements  included  in the  Registration
Statement  ineligible  for  inclusion  therein  or  any  statement  made  in the
Registration  Statement or Prospectus or any document  incorporated or deemed to
be  incorporated  therein by reference  untrue in any  material  respect or that
requires  any  revisions  to the  Registration  Statement,  Prospectus  or other
documents so that, in the case of the Registration  Statement or the Prospectus,
as the case may be, it 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, in light of the circumstances under which they were
made, not misleading.

      e. Use its best efforts to avoid the  issuance  of, or, if issued,  obtain
the withdrawal of (i) any order suspending the effectiveness of the Registration
Statement,  or (ii) any  suspension  of the  qualification  (or  exemption  from
qualification)   of  any  of  the   Registrable   Securities  for  sale  in  any
jurisdiction, at the earliest practicable moment.

      f. If requested by any managing  underwriter  or the Holders of a majority
in interest  of the  Registrable  Securities  to be sold in  connection  with an
Underwritten  Offering,  (i) promptly incorporate in a Prospectus  supplement or
post-effective  amendment to the Registration Statement such information as such
managing  underwriters  and such  Holders  reasonably  agree  should be included
therein,  and (ii) make all required  filings of such  Prospectus  supplement or
such  post-effective  amendment  as soon as  practicable  after the  Company has
received  notification  of the  matters to be  incorporated  in such  Prospectus
supplement or  post-effective  amendment;  provided,  however,  that the Company
shall not be required  to take any action  pursuant  to this  Section  3(f) that
would, in the opinion of counsel for the Company,  violate  applicable law or be
materially detrimental to the business prospects of the Company.

<PAGE>

      g.  Furnish  to each  Holder,  their  Special  Counsel  and  any  managing
underwriters,  without charge,  at least one conformed copy of each Registration
Statement  and  each  amendment  thereto,  including  financial  statements  and
schedules,  all documents  incorporated or deemed to be incorporated  therein by
reference,  and all exhibits to the extent  requested by such Person  (including
those  previously  furnished or  incorporated  by reference)  promptly after the
filing of such documents with the Commission.

      h.  Promptly  deliver  to each  Holder,  their  Special  Counsel,  and any
underwriters,  without charge,  as many copies of the Prospectus or Prospectuses
(including each form of prospectus) and each amendment or supplement  thereto as
such Persons may reasonably request;  and the Company hereby consents to the use
of such  Prospectus  and each  amendment  or  supplement  thereto by each of the
selling Holders and any underwriters in connection with the offering and sale of
the  Registrable  Securities  covered by such  Prospectus  and any  amendment or
supplement thereto.

      i. Prior to any public  offering of Registrable  Securities,  use its best
efforts to  register  or qualify or  cooperate  with the  selling  Holders,  any
underwriters  and their Special Counsel in connection  with the  registration or
qualification  (or exemption from such  registration or  qualification)  of such
Registrable  Securities for offer and sale under the securities or Blue Sky laws
of such  jurisdictions  within  the United  States as any Holder or  underwriter
requests  in  writing,  to keep  each such  registration  or  qualification  (or
exemption therefrom) effective during the Effectiveness Period and to do any and
all other acts or things  necessary or advisable  to enable the  disposition  in
such  jurisdictions  of the  Registrable  Securities  covered by a  Registration
Statement;  provided, however, that the Company shall not be required to qualify
generally to do business in any  jurisdiction  where it is not then so qualified
or to take any action  that would  subject  it to any  material  tax in any such
jurisdiction where it is not then so subject.

      j. Cooperate with the Holders and any managing  underwriters to facilitate
the timely  preparation  and delivery of certificates  representing  Registrable
Securities to be delivered to a transferee pursuant to a Registration Statement,
which  certificates  shall be free,  to the  extent  permitted  by the  Purchase
Agreement, of all restrictive legends, and to enable such Registrable Securities
to be in such  denominations  and  registered in such names as any such managing
underwriters or Holders may reasonably request.

      k. Upon the occurrence of any event  contemplated by Section 3(d)(vi),  as
promptly as reasonably possible, prepare a supplement or amendment,  including a
post-effective  amendment,  to the Registration Statement or a supplement to the
related  Prospectus or any document  incorporated  or deemed to be  incorporated
therein  by  reference,  and file  any  other  required  document  so  that,  as
thereafter  delivered,  neither the  Registration  Statement nor such Prospectus
will contain an untrue  statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements  therein,
in light of the circumstances under which they were made, not misleading.

      l. Use its best efforts to cause all  Registrable  Securities  relating to
such Registration Statement to be listed on the American Stock Exchange ("AMEX")
or on any other stock  market or trading  facility on which the shares of Common
Stock are  traded,  listed or quoted  (each a  "Subsequent  Market") as and when
required pursuant to the Purchase Agreement.

<PAGE>

      m. Enter into such  agreements  (including  an  underwriting  agreement in
form,  scope and substance as is customary in  Underwritten  Offerings) and take
all such other  actions in  connection  therewith  (including  those  reasonably
requested  by any  managing  underwriters  and the  Holders of a majority of the
Registrable  Securities  being  sold) in order to  expedite  or  facilitate  the
disposition of such Registrable  Securities,  and whether or not an underwriting
agreement is entered into, (i) make such  representations and warranties to such
Holders and such underwriters as are customarily made by issuers to underwriters
in  underwritten  public  offerings and confirm the same if and when  requested;
(ii) in the case of an  Underwritten  Offering obtain and deliver copies thereof
to each Holder and the managing underwriters,  if any, of opinions of counsel to
the  Company  and  updates  thereof  addressed  to each  Holder  and  each  such
underwriter,  in form, scope and substance  reasonably  satisfactory to any such
managing  underwriters  and Special Counsel to the selling Holders  covering the
matters customarily covered in opinions requested in Underwritten  Offerings and
such other  matters as may be reasonably  requested by such Special  Counsel and
underwriters;  (iii)  immediately prior to the effectiveness of the Registration
Statement, and, in the case of an Underwritten Offering, at the time of delivery
of any  Registrable  Securities sold pursuant  thereto,  use its best reasonable
efforts  to  obtain  and  deliver   copies  to  the  Holders  and  the  managing
underwriters,  if any, of "cold  comfort"  letters and updates  thereof from the
independent certified public accountants of the Company (and, if necessary,  any
other independent  certified public accountants of any subsidiary of the Company
or of any business  acquired by the Company for which  financial  statements and
financial  data  is,  or  is  required  to  be,  included  in  the  Registration
Statement),  addressed to the Company in form and  substance as are customary in
connection with  Underwritten  Offerings;  (iv) if an underwriting  agreement is
entered into, the same shall contain  indemnification  provisions and procedures
no less  favorable to the selling  Holders and the  underwriters,  if any,  than
those set forth in Section 5 (or such other provisions and procedures acceptable
to the managing  underwriters,  if any, and holders of a majority of Registrable
Securities  participating in such Underwritten  Offering);  and (v) deliver such
documents and  certificates  as may be reasonably  requested by the Holders of a
majority of the Registrable Securities being sold, their Special Counsel and any
managing  underwriters to evidence the continued validity of the representations
and warranties made pursuant to Section 3(m)(i) above and to evidence compliance
with any customary conditions  contained in the underwriting  agreement or other
agreement entered into by the Company.

      n. In case of an Underwritten  Offering,  make available for inspection by
the  selling  Holders,  any  representative  of such  Holders,  any  underwriter
participating in any disposition of Registrable Securities,  and any attorney or
accountant  retained by such  selling  Holders or  underwriters,  at the offices
where normally kept, during  reasonable  business hours, all financial and other
records,  pertinent  corporate  documents and  properties of the Company and its
subsidiaries  other than confidential  technological  information of the Company
and its subsidiaries, and cause the officers, directors, agents and employees of
the  Company  and its  subsidiaries  to  supply  all  information  in each  case
reasonably requested by any such Holder, representative,  underwriter,  attorney
or accountant in connection with the Registration Statement;  provided, however,
that any information  that is determined in good faith by the Company in writing
to be of a confidential nature at the time of delivery of such information shall
be kept confidential by such Persons,  unless (i) disclosure of such information
is  required  by court or  administrative  order or is  necessary  to respond to

<PAGE>

inquiries of regulatory authorities; (ii) disclosure of such information, in the
opinion of counsel to such Person,  is required by law;  (iii) such  information
becomes generally available to the public other than as a result of a disclosure
or  failure  to  safeguard  by such  Person;  or (iv) such  information  becomes
available to such Person from a source other than the Company and such source is
not known by such  Person to be bound by a  confidentiality  agreement  with the
Company.

      o. Comply with all applicable rules and regulations of the Commission.

      p. The Company may require each  selling  Holder to furnish to the Company
such information  regarding the distribution of such Registrable  Securities and
the  beneficial  ownership of Common Stock held by such Holder as is required by
law to be disclosed in the Registration  Statement,  and the Company may exclude
from  such  registration  the  Registrable  Securities  of any such  Holder  who
unreasonably  fails to furnish such  information  within a reasonable time after
receiving such request.  If the  Registration  Statement refers to any Holder by
name or otherwise  as the holder of any  securities  of the  Company,  then such
Holder shall have the right to require (if such reference to such Holder by name
or  otherwise  is not  required by the  Securities  Act or any  similar  Federal
statute  then in force) the  deletion  of the  reference  to such  Holder in any
amendment  or  supplement  to  the  Registration  Statement  filed  or  prepared
subsequent to the time that such reference ceases to be required.

4.    Registration Expenses

      a. All fees and expenses incident to the performance of or compliance with
this Agreement by the Company,  except as and to the extent specified in Section
4(b),  shall be borne by the Company  whether or not pursuant to an Underwritten
Offering  and  whether  or not the  Registration  Statement  is filed or becomes
effective and whether or not any Registrable Securities are sold pursuant to the
Registration  Statement.  The fees and  expenses  referred  to in the  foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including,  without  limitation,  fees and expenses (A) with respect to filings
required to be made with the AMEX and any Subsequent  Market on which the Common
Stock is then  listed  for  trading,  and (B) in  addition  to the  terms of the
Purchase  Agreement,  in  compliance  with  state  securities  or Blue  Sky laws
(including,  without  limitation,  fees and  disbursements  of  counsel  for the
Holders  in  connection  with  Blue  Sky  qualifications  or  exemptions  of the
Registrable  Securities  under the laws of such  jurisdictions  as the  managing
underwriters, if any, or the Holders of a majority of Registrable Securities may
designate)),  (ii) other than in the case of an Underwritten Offering,  printing
expenses (including,  without limitation,  expenses of printing certificates for
Registrable   Securities  and  of  printing  prospectuses  if  the  printing  of
prospectuses  is  requested  by the  holders  of a majority  of the  Registrable
Securities included in the Registration Statement),  (iii) messenger,  telephone
and delivery expenses of the Company, (iv) fees and disbursements of counsel for
the Company and Special  Counsel for the Holders (in the case of Special Counsel
for the  Holders,  up to a maximum of  $5,000),  (v)  Securities  Act  liability
insurance, if the Company so desires such insurance,  and (vi) fees and expenses
of all other Persons retained by the Company in connection with the consummation
of the  transactions  contemplated by this Agreement.  In addition,  the Company
shall be  responsible  for all of its internal  expenses  incurred in connection

<PAGE>

with  the  consummation  of the  transactions  contemplated  by  this  Agreement
(including,  without  limitation,  all salaries and expenses of its officers and
employees  performing  legal or  accounting  duties),  the expense of any annual
audit and the fees and expenses  incurred in connection  with the listing of the
Registrable Securities on any securities exchange as required hereunder.

      b. If the Holders require an Underwritten  Offering  pursuant to the terms
hereof,  the Company shall be  responsible  for all costs,  fees and expenses in
connection therewith,  except for the fees and disbursements of the Underwriters
(including any  underwriting  commissions and discounts) and their legal counsel
and accountants.  By way of illustration  which is not intended to diminish from
the provisions of Section 4(a),  the Holders shall not be  responsible  for, and
the Company shall be required to pay the fees or  disbursements  incurred by the
Company (including by its legal counsel and accountants) in connection with, the
preparation  and filing of a Registration  Statement and related  Prospectus for
such offering, the maintenance of such Registration Statement in accordance with
the terms hereof and the listing of the  Registrable  Securities  in  accordance
with the requirements hereof.

5.    Indemnification

      a. Indemnification by the Company. The Company shall,  notwithstanding any
termination  of this  Agreement,  indemnify and hold  harmless each Holder,  the
officers,  directors, agents (including any underwriters retained by such Holder
in  connection  with the  offer  and sale of  Registrable  Securities),  brokers
(including  brokers who offer and sell Registrable  Securities as principal as a
result of a pledge  or any  failure  to  perform  under a margin  call of Common
Stock),  investment  advisors  and  employees  of each of them,  each Person who
controls any such Holder (within the meaning of Section 15 of the Securities Act
or Section  20 of the  Exchange  Act) and the  officers,  directors,  agents and
employees of each such  controlling  Person,  to the fullest extent permitted by
applicable  law,  from  and  against  any  and  all  losses,  claims,   damages,
liabilities,  costs  (including,  without  limitation,  costs of preparation and
attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising out
of or  relating to any untrue or alleged  untrue  statement  of a material  fact
contained  in  the  Registration  Statement,  any  Prospectus  or  any  form  of
prospectus  or in any  amendment  or  supplement  thereto or in any  preliminary
prospectus, or arising out of or relating to any omission or alleged omission of
a  material  fact  required  to be  stated  therein  or  necessary  to make  the
statements  therein  (in the case of any  Prospectus  or form of  prospectus  or
supplement  thereto,  in light of the circumstances  under which they were made)
not  misleading,  except to the extent,  but only to the  extent,  that (1) such
untrue statements or omissions are based solely upon information  regarding such
Holder  furnished  in writing to the  Company by such Holder  expressly  for use
therein,  or to the extent that such information  relates to such Holder or such
Holder's  proposed  method of  distribution  of  Registrable  Securities and was
reviewed and expressly  approved in writing by such Holder  expressly for use in
the Registration Statement, such Prospectus or such form of Prospectus or in any
amendment or supplement  thereto or (2) in the case of an occurrence of an event
of the type  specified  in Section  3(d)(ii)-(vi),  the use by such Holder of an
outdated or defective  Prospectus  after the Company has notified such Holder in
writing that the Prospectus is outdated or defective and prior to the receipt by
such Holder of the Advice contemplated in Section 6(e). The Company shall notify
the Holders promptly of the  institution,  threat or assertion of any Proceeding
of which the Company is aware in connection with the  transactions  contemplated
by this Agreement.

      b.  Indemnification  by Holders.  Each  Holder  shall,  severally  and not
jointly,  indemnify  and hold  harmless the Company,  its  directors,  officers,
agents and employees,  each Person who controls the Company  (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the

<PAGE>

directors,  officers,  agents or employees of such controlling  Persons,  to the
fullest  extent  permitted by applicable  law,  from and against all Losses,  as
incurred,  arising solely out of or based solely upon any untrue  statement of a
material fact contained in the Registration  Statement,  any Prospectus,  or any
form of prospectus, or in any amendment or supplement thereto, or arising solely
out of or based  solely  upon any  omission  of a material  fact  required to be
stated therein or necessary to make the statements therein not misleading to the
extent,  but only to the  extent,  that such  untrue  statement  or  omission is
contained  in any  information  so  furnished  in writing by such  Holder to the
Company  specifically  for  inclusion  in the  Registration  Statement  or  such
Prospectus or to the extent that such information relates to such Holder or such
Holder's  proposed  method of  distribution  of  Registrable  Securities and was
reviewed and expressly  approved in writing by such Holder  expressly for use in
the Registration  Statement,  such Prospectus or such form of Prospectus,  or in
any  amendment or  supplement  thereto.  In no event shall the  liability of any
selling Holder  hereunder be greater in amount than the dollar amount of the net
proceeds  received by such Holder  upon the sale of the  Registrable  Securities
giving rise to such indemnification obligation.

      c. Conduct of  Indemnification  Proceedings.  If any  Proceeding  shall be
brought or asserted  against  any Person  entitled to  indemnity  hereunder  (an
"Indemnified  Party"),  such Indemnified  Party shall promptly notify the Person
from whom  indemnity is sought (the  "Indemnifying  Party") in writing,  and the
Indemnifying Party shall assume the defense thereof, including the employment of
counsel reasonably  satisfactory to the Indemnified Party and the payment of all
fees and expenses  incurred in connection with defense thereof;  provided,  that
the failure of any  Indemnified  Party to give such notice shall not relieve the
Indemnifying Party of its obligations or liabilities pursuant to this Agreement,
except (and only) to the extent that it shall be finally  determined  by a court
of  competent  jurisdiction  (which  determination  is not  subject to appeal or
further  review)  that  such  failure  shall  have  proximately  and  materially
adversely prejudiced the Indemnifying Party.

      An Indemnified  Party shall have the right to employ  separate  counsel in
any such Proceeding and to participate in the defense thereof,  but the fees and
expenses of such counsel  shall be at the expense of such  Indemnified  Party or
Parties  unless:  (1) the  Indemnifying  Party has agreed in writing to pay such
fees and expenses;  or (2) the Indemnifying  Party shall have failed promptly to
assume  the  defense  of  such  Proceeding  and  to  employ  counsel  reasonably
satisfactory to such Indemnified Party in any such Proceeding;  or (3) the named
parties to any such Proceeding  (including any impleaded  parties)  include both
such Indemnified  Party and the Indemnifying  Party, and such Indemnified  Party
shall have been  advised by counsel  that a conflict  of  interest  is likely to
exist if the same  counsel  were to  represent  such  Indemnified  Party and the
Indemnifying  Party (in which  case,  if such  Indemnified  Party  notifies  the
Indemnifying  Party in writing that it elects to employ separate  counsel at the
expense of the Indemnifying  Party,  the  Indemnifying  Party shall not have the
right to assume the defense  thereof and such counsel shall be at the expense of
the Indemnifying  Party).  In the case of an event pursuant to clause (1) or (2)
of the immediately  preceding  sentence,  the  Indemnifying  Party shall only be
responsible  for  the  fees  and  expenses  of one  additional  counsel  for all
Indemnified  Parties.  The  Indemnifying  Party  shall  not be  liable  for  any
settlement of any such Proceeding  effected without its written  consent,  which
consent shall not be unreasonably withheld. No Indemnifying Party shall, without
the prior written consent of the Indemnified Party, effect any settlement of any
pending Proceeding in respect of which any Indemnified Party is a party,  unless
such settlement includes an unconditional release of such Indemnified Party from
all liability on claims that are the subject matter of such Proceeding.

<PAGE>

      All fees and expenses of the Indemnified Party (including  reasonable fees
and  expenses  to the  extent  incurred  in  connection  with  investigating  or
preparing  to defend  such  Proceeding  in a manner not  inconsistent  with this
Section) shall be paid to the Indemnified  Party,  as incurred,  within ten (10)
Business Days of written notice thereof to the Indemnifying Party (regardless of
whether it is ultimately determined that an Indemnified Party is not entitled to
indemnification  hereunder;  provided,  that the Indemnifying  Party may require
such  Indemnified  Party to undertake to reimburse all such fees and expenses to
the extent it is finally  judicially  determined that such Indemnified  Party is
not entitled to indemnification hereunder).

      d. Contribution. If a claim for indemnification under Section 5(a) or 5(b)
is  unavailable  to  an  Indemnified  Party  (by  reason  of  public  policy  or
otherwise),   then  each  Indemnifying  Party,  in  lieu  of  indemnifying  such
Indemnified  Party,  shall  contribute  to the  amount  paid or  payable by such
Indemnified  Party  as a  result  of  such  Losses,  in  such  proportion  as is
appropriate  to  reflect  the  relative  fault  of the  Indemnifying  Party  and
Indemnified  Party in connection with the actions,  statements or omissions that
resulted in such Losses as well as any other relevant equitable  considerations.
The relative fault of such  Indemnifying  Party and  Indemnified  Party shall be
determined by reference to, among other things,  whether any action in question,
including any untrue or alleged untrue  statement of a material fact or omission
or alleged omission of a material fact, has been taken or made by, or relates to
information  supplied by, such Indemnifying  Party or Indemnified Party, and the
parties'  relative intent,  knowledge,  access to information and opportunity to
correct or prevent  such  action,  statement  or  omission.  The amount  paid or
payable by a party as a result of any Losses shall be deemed to include, subject
to the limitations set forth in Section 5(c), any reasonable attorneys' or other
reasonable  fees or  expenses  incurred  by such  party in  connection  with any
Proceeding to the extent such party would have been indemnified for such fees or
expenses if the  indemnification  provided for in this Section was  available to
such party in accordance with its terms.

      The  parties  hereto  agree  that it would  not be just and  equitable  if
contribution  pursuant  to  this  Section  5(d)  were  determined  by  pro  rata
allocation or by any other method of allocation  that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 5(d), no Holder shall be required
to contribute, in the aggregate, any amount in excess of the amount by which the
proceeds  actually  received  by such  Holder  from the sale of the  Registrable
Securities subject to the Proceeding exceeds the amount of any damages that such
Holder has  otherwise  been  required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No Person guilty of fraudulent
misrepresentation  (within the meaning of Section 11(f) of the  Securities  Act)
shall be  entitled  to  contribution  from any Person who was not guilty of such
fraudulent misrepresentation.

      The indemnity and contribution agreements contained in this Section are in
addition  to any  liability  that  the  Indemnifying  Parties  may  have  to the
Indemnified Parties.

<PAGE>


6.    Miscellaneous

      a.  Remedies.  In the event of a breach by the Company or by a Holder,  of
any of their  obligations under this Agreement,  each Holder or the Company,  as
the case may be, in addition to being entitled to exercise all rights granted by
law and under this Agreement, including recovery of damages, will be entitled to
specific  performance of its rights under this  Agreement.  The Company and each
Holder agree that monetary damages would not provide  adequate  compensation for
any losses incurred by reason of a breach by it of any of the provisions of this
Agreement  and  hereby  further  agrees  that,  in the event of any  action  for
specific  performance in respect of such breach, it shall waive the defense that
a remedy at law would be adequate.

      b.  No  Inconsistent  Agreements.  Neither  the  Company  nor  any  of its
subsidiaries has entered, as of the date hereof, nor shall the Company or any of
its  subsidiaries,  on or  after  the  date of this  Agreement,  enter  into any
agreement with respect to its securities  that is  inconsistent  with the rights
granted  to the  Holders  in this  Agreement  or  otherwise  conflicts  with the
provisions  hereof.  Except as and to the  extent  specified  in  Schedule  6(b)
hereto,  neither the Company nor any of its subsidiaries has previously  entered
into any agreement  granting any registration  rights with respect to any of its
securities to any Person.  Without  limiting the  generality  of the  foregoing,
without the written consent of the Holders of a majority of the then outstanding
Registrable  Securities,  the Company shall not grant to any Person the right to
request  the  Company  to  register  any  securities  of the  Company  under the
Securities Act unless the rights so granted will not conflict with the rights of
the Holders set forth herein and are not  otherwise in conflict or  inconsistent
with the provisions of this Agreement.

      c. No Piggyback on Registrations. Except as and to the extent specified in
Schedule 6(b) hereto, neither the Company nor any of its security holders (other
than the Holders in such capacity pursuant hereto) may include securities of the
Company in the Registration Statement other than the Registrable Securities, and
the Company shall not after the date hereof enter into any  agreement  providing
any such right to any of its security holders.

      d.  Compliance.  Each Holder covenants and agrees that it will comply with
the prospectus  delivery  requirements of the Securities Act as applicable to it
in connection with sales of Registrable  Securities pursuant to the Registration
Statement.

      e. Discontinued Disposition. Each Holder agrees by its acquisition of such
Registrable  Securities  that,  upon receipt of a notice from the Company of the
occurrence of any event of the kind described in Sections  3(d)(ii),  3(d)(iii),
3(d)(iv),   3(d)(v)  or  3(d)(vi),   such  Holder  will  forthwith   discontinue
disposition of such  Registrable  Securities  under the  Registration  Statement
until such Holder's receipt of the copies of the supplemented  Prospectus and/or
amended  Registration  Statement  contemplated  by Section  3(k), or until it is
advised in writing (the  "Advice") by the Company that the use of the applicable
Prospectus  may be resumed,  and, in either  case,  has  received  copies of any
additional  or  supplemental  filings  that are  incorporated  or  deemed  to be
incorporated  by reference in such  Prospectus or  Registration  Statement.  The
Company may provide  appropriate  stop orders to enforce the  provisions of this
paragraph.

<PAGE>

      f. Piggy-Back Registrations. If at any time when there is not an effective
Registration  Statement  covering  all of the  Registrable  Securities  and  the
Company shall  determine to prepare and file with the  Commission a registration
statement  relating to an offering  for its own account or the account of others
under the Securities Act of any of its equity securities, other than on Form S-4
or Form  S-8  (each as  promulgated  under  the  Securities  Act) or their  then
equivalents relating to equity securities to be issued solely in connection with
any  acquisition  of any entity or  business  or equity  securities  issuable in
connection with stock option or other employee  benefit plans,  then the Company
shall send to each Holder  written notice of such  determination  and, if within
fifteen (15) days after receipt of such notice, any such Holder shall so request
in writing, the Company shall include in such registration  statement all or any
part of such Registrable Securities such holder requests to be registered.

      g. Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended,  modified or supplemented,  and
waivers or consents to departures  from the provisions  hereof may not be given,
unless the same shall be in writing and signed by the Company and the Holders of
at  least   two-thirds   of  the  then   outstanding   Registrable   Securities.
Notwithstanding the foregoing, a waiver or consent to depart from the provisions
hereof  with  respect  to a matter  that  relates  exclusively  to the rights of
Holders  and that does not  directly  or  indirectly  affect the rights of other
Holders  may be  given by  Holders  of at least a  majority  of the  Registrable
Securities to which such waiver or consent relates; provided,  however, that the
provisions of this sentence may not be amended, modified, or supplemented except
in accordance with the provisions of the immediately preceding sentence.

      h.  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 (i) the date of  transmission,  if
such  notice or  communication  is  delivered  via  facsimile  at the  facsimile
telephone  number  specified in this Section  prior to 5:00 p.m.  (New York City
time) on a Business Day,  (ii) the Business Day after the date of  transmission,
if such notice or  communication  is delivered  via  facsimile at the  facsimile
telephone number  specified in the Purchase  Agreement later than 5:00 p.m. (New
York City time) on any date and earlier than 11:59 p.m.  (New York City time) on
such date,  (iii) the Business  Day  following  the date of mailing,  if sent by
nationally  recognized overnight courier service, or (iv) upon actual receipt by
the party to whom such  notice is  required  to be given.  The  address for such
notices and communications shall be as follows:

      If to the Company:       Cel Sci Corporation
                               8229 Boone Boulevard, Suite 802
                               Vienna, Virginia 22182
                               Facsimile No.: (703) 506-9471
                               Attn: Chief Financial Officer

      With copies to:          Hart & Trinen
                               1624 Washington Street
                               Denver, Colorado
                               Facsimile No.: (303) 839-5414
                               Attn: Bill Hart, Esq.

<PAGE>


      If to any other Person who is then the registered Holder:

                                 To the  address of such Holder as it appears in
                                 the Purchase  Agreement  or the stock  transfer
                                 books of the  Company or such other  address as
                                 may be designated in writing hereafter,  in the
                                 same manner, by such Person.

      i.  Successors and Assigns.  This Agreement  shall inure to the benefit of
and be binding upon the successors and permitted  assigns of each of the parties
and shall  inure to the benefit of each  Holder.  The Company may not assign its
rights or  obligations  hereunder  without  the prior  written  consent  of each
Holder.  Each Holder may assign their respective  rights hereunder in the manner
and to the Persons as permitted under this Agreement and the Purchase Agreement.

j.  Counterparts.  This Agreement may be executed in any number of counterparts,
each of which when so  executed  shall be deemed to be an original  and,  all of
which taken together shall  constitute one and the same Agreement.  In the event
that any signature is delivered by facsimile transmission,  such signature shall
create a valid  binding  obligation  of the party  executing (or on whose behalf
such  signature is executed)  the same with the same force and effect as if such
facsimile signature were the original thereof.

      k. Governing  Law. This  Agreement  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.

     l. Cumulative Remedies. The remedies provided herein are cumulative and not
exclusive of any remedies provided by law.

      m. 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 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.

     n.  Headings.  The  headings  in  this  Agreement  are for  convenience  of
reference only and shall not limit or otherwise affect the meaning hereof.

      o. Shares Held by the Company and its Affiliates.  Whenever the consent or
approval of Holders of a  specified  percentage  of  Registrable  Securities  is
required hereunder, Registrable Securities held by the Company or its Affiliates
(other than any Holder or transferees  or successors or assigns  thereof if such
Holder is deemed to be an  Affiliate  solely by reason of its  holdings  of such
Registrable Securities) shall not be counted in determining whether such consent
or approval was given by the Holders of such required percentage.

<PAGE>

      p. Independent Nature of Holders'  Obligations and Rights. The obligations
of each Holder  hereunder is several and not joint with the  obligations  of any
other Holder  hereunder,  and neither Holder shall be responsible in any way for
the  performance  of the  obligations  of any other  Holder  hereunder.  Nothing
contained herein or in any other agreement or document delivered at any closing,
and no action taken by any Holder pursuant hereto or thereto, shall be deemed to
constitute the Holders as a partnership,  an association, a joint venture or any
other kind of entity,  or create a  presumption  that the Holders are in any way
acting  in  concert  with  respect  to  such  obligations  or  the  transactions
contemplated  by this  Agreement.  Each Holder  shall be entitled to protect and
enforce its rights,  including without limitation the rights arising out of this
Agreement, and it shall not be necessary for any other Holder to be joined as an
additional party in any proceeding for such purpose.










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<PAGE>


      IN WITNESS  WHEREOF,  the parties have executed this  Registration  Rights
Agreement as of the date first written above.


                               CEL SCI CORPORATION


                                By:_____________________________________
                                   Name:
                                   Title:





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                                    ADVANTAGE FUND II LTD.


                                    By:_____________________________________
                                       Name:
                                       Title:


                               Address for Notice:

                                    c/o CITCO
                                    Kaya Flamboyan 9
                                    Curacao, Netherlands Antilles
                                    Facsimile: 011-599-9732-2008
                                    Attention: W.R. Weber

            With copies to:

                           Genesee International Inc.
                           10500 NE 8th Street
                           Suite 1920
                           Bellevue, WA 98004
                           Facsimile: (425) 462-4645
                           Attention: Christopher Purrier

                           Robinson Silverman Pearce Aronsohn & Berman LLP
                           1290 Avenue of the Americas
                           New York, NY 10104
                           Facsimile No.:  (212) 541-4630 and (212) 541-1432
                           Attn:  Kenneth L. Henderson and Eric L. Cohen







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                                   KOCH INVESTMENT GROUP LTD.


                                   By:_____________________________________
                                       Name:
                                       Title:

                               Address for Notice:

                           4111 East 37th Street North
                              Wichita, Kansas 67270
                            Facsimile: (316) 828-7947
                             Attention: Josh Taylor





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                                                                        Annex A
                              Plan of Distribution

      The  Selling  Stockholders  and  any  of  their  pledgees,  assignees  and
successors-in-interest  may, from time to time,  sell any or all of their shares
of Common Stock on any stock exchange,  market or trading  facility on which the
shares  are traded or in private  transactions.  These  sales may be at fixed or
negotiated  prices.  The  Selling  Stockholders  may  use any one or more of the
following methods when selling shares:

o       ordinary   brokerage   transactions  and  transactions  in  which  the
        broker-dealer solicits purchasers;
o       block trades in which the broker-dealer  will attempt to sell the shares
        as agent but may position and resell a portion of the block as principal
        to facilitate the transaction;
o      purchases by a broker-dealer as principal and resale by the broker-dealer
       for its account;
o      an  exchange   distribution  in  accordance  with  the  rules  of  the
       applicable exchange;
o     privately negotiated transactions;
o     short sales;
o     broker-dealers may agree with the Selling Stockholders to sell a specified
      number of such shares at a stipulated price per share;
o     a combination of any such methods of sale; and
o     any other method permitted pursuant to applicable law.

     The  Selling  Stockholders  may also sell  shares  under Rule 144 under the
Securities Act, if available, rather than under this prospectus.

      The Selling  Stockholders  may also engage in short sales against the box,
puts  and  calls  and  other  transactions  in  securities  of  the  Company  or
derivatives  of Company  securities and may sell or deliver shares in connection
with these  trades.  The Selling  Stockholders  may pledge their shares to their
brokers  under  the  margin  provisions  of  customer  agreements.  If a Selling
Stockholder  defaults on a margin loan, the broker may, from time to time, offer
and sell the pledged shares.

      Broker-dealers  engaged by the Selling  Stockholders may arrange for other
brokers-dealers to participate in sales.  Broker-dealers may receive commissions
or discounts from the Selling  Stockholders  (or, if any  broker-dealer  acts as
agent  for the  purchaser  of  shares,  from the  purchaser)  in  amounts  to be
negotiated.  The  Selling  Stockholders  do not  expect  these  commissions  and
discounts to exceed what is customary in the types of transactions involved.

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      The  Selling  Stockholders  and any  broker-dealers  or  agents  that  are
involved  in selling  the shares may be deemed to be  "underwriters"  within the
meaning of the Securities Act in connection with such sales. In such event,  any
commissions  received  by such  broker-dealers  or agents  and any profit on the
resale  of the  shares  purchased  by  them  may be  deemed  to be  underwriting
commissions or discounts under the Securities Act.

      The  Company is  required  to pay all fees and  expenses  incident  to the
registration of the shares,  including fees and  disbursements of counsel to the
Selling   Stockholders.   The  Company  has  agreed  to  indemnify  the  Selling
Stockholders against certain losses, claims, damages and liabilities,  including
liabilities under the Securities Act.