NEITHER THESE  SECURITIES  NOR THE  SECURITIES  INTO WHICH THESE  SECURITIES ARE
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  THE  REGISTRATION  REQUIREMENTS  THEREUNDER  AND  IN
COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.


                              CEL-SCI CORPORATION

                                    WARRANT

Warrant No.[   ]                                       Dated: December 8, 1999


      Cel-Sci  Corporation,  a  Colorado  corporation  (the  "Company"),  hereby
certifies that, for value received,  [ ] or its registered and permitted assigns
("Holder"), is entitled,  subject to the terms set forth below, to purchase from
the Company the total number of shares of Common Stock, $.01 par value per share
(the "Common Stock"), of the Company (each such share, a "Warrant Share" and all
such shares,  the  "Warrant  Shares")  calculated  pursuant to Section 3 of this
Warrant  (subject to  adjustment  for certain  events as set forth herein) at an
exercise  price  equal to $.001  per  share  (as  adjusted  from time to time as
provided in Section 8, the "Exercise  Price"),  from the date hereof through and
including the 30th Trading Day following  December 8, 2002 (such later date, the
"Expiration  Date"), and subject to the following terms and conditions  (certain
terms used herein are defined in Exhibit A attached hereto):

      1. Registration of Warrant. 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,  and the Company  shall not be affected by
notice to the contrary.

      2.  Registration of Transfers.  The Company shall register the transfer of
any portion of this  Warrant in the Warrant  Register,  upon  surrender  of this
Warrant,  with the Form of Assignment attached hereto duly completed and signed,
to the Transfer Agent or to the Company at the address  specified in Section 13.
Upon any such registration or transfer,  a new warrant to purchase Common Stock,

<PAGE>

in  substantially  the  form of this  Warrant  (any  such  new  warrant,  a "New
Warrant"), evidencing the portion of this Warrant so transferred shall be issued
to the  transferee and a New Warrant  evidencing  the remaining  portion of this
Warrant not so transferred,  if any, shall be issued to the transferring Holder.
The acceptance of the New Warrant by the transferee  thereof shall be deemed the
acceptance of such  transferee of all of the rights and  obligations of a holder
of this  Warrant and of the original  holder of this Warrant  under the Purchase
Agreement (as defined in Exhibit A).

      3. Duration, Vesting and Exercise of Warrant.

            (a) The vesting of the Warrant  Shares  which the Holder may acquire
pursuant to this  Warrant  shall occur on the dates (each a "Vesting  Date") set
forth in this Section 3. On each such date, this Warrant shall vest with respect
to a number of Warrant  Shares  calculated  pursuant to Section 3(b).  The first
vesting date (the "First  Vesting  Date") shall be the 360th day  following  the
Closing Date (as defined in Exhibit A). An  additional  Vesting Date shall occur
on each sixth month  anniversary of the First Vesting Date through and including
December 8, 2002.  The  Company and the Holder  agree that the number of Warrant
Shares that the Holder may acquire  hereunder may only be  increased,  and never
decreased, from and after the First Vesting Date.

            (b) Except as  otherwise  set forth in this  Warrant,  this  Warrant
shall vest and become exercisable on a Vesting Date as described in Section 3(a)
for the number of Warrant  Shares  calculated in  accordance  with the following
formula:

                              [(C x PA) / A] - C

          C           = Shares  (as  defined in Exhibit A) held by the Holder on
                      the Vesting Date less any hedged Shares.
          PA          = The  Adjustment  Price  from the  immediately  preceding
                      Vesting Date or, with respect to the First  Vesting  Date,
                      $2.4375  (which  number  shall  be  subject  to  equitable
                      adjustments for stock splits,  recombinations  and similar
                      events) (the "Initial Closing Price").
          A           = "Adjustment  Price," which is equal to the lesser of (y)
                      the Initial  Closing  Price,  or (z) the average of the 10
                      lowest Per Share Market  Values during the 30 Trading Days
                      immediately preceding the Vesting Date.

          If the number  calculated in accordance with the foregoing  formula is
zero or a  negative  number,  no Warrant  Shares  shall vest (in the case of the
First Vesting Date) or no  additional  Warrant  Shares will vest (in the case of
any  subsequent  Vesting  Dates) for such Vesting Date. In addition,  the Holder
shall not be obligated to transfer any shares of Common Stock to the Company and
the number  Warrant Shares  exercisable  hereunder  which shall have  previously
vested will not decrease.

          (c) The occurrence of any of the following events shall also be deemed
a Vesting Date under this  Warrant.  The  calculation  set forth in Section 3(b)
shall be made on the  date of the  occurrence  of such  events  and  "Adjustment
Price"  shall be deemed to mean the  average of the 10 lowest  Per Share  Market
Values  during  the 30  Trading  Days  immediately  preceding  the  date of such
occurrence:

<PAGE>

                (i) upon the occurrence of any of (i) an  acquisition  after the
date hereof by an  individual  or legal entity or "group" (as  described in Rule
13d-5(b)(1)  promulgated  under the Securities  Exchange Act of 1934, as amended
(the  "Exchange  Act"))  of in  excess of 1/3 of the  voting  securities  of the
Company,  (ii) a  replacement  of  more  than  one-half  of the  members  of the
Company's board of directors which is not approved by those  individuals who are
members  of the  board of  directors  on the date  hereof  in one or a series of
related  transactions,  (iii) the  merger of the  Company  with or into  another
entity,  consolidation or sale of all or substantially  all of the assets of the
Company  in one or a series  of  related  transactions,  unless  following  such
transaction or series of transactions,  the holders of the Company's  securities
prior  to the  first  such  transaction  continue  to hold at  least  2/3 of the
securities  of the  surviving  entity  or  acquirer  of such  assets or (iv) the
execution  by the Company of an  agreement to which the Company is a party or by
which it is bound,  providing for any of the events set forth above in (i), (ii)
or (iii);

                (ii)  immediately  prior to an assignment by the Company for the
benefit of creditors or  commencement  of a voluntary case under Title 11 of the
United States Code, or an entering into of an order for relief in an involuntary
case under Title 11 of the United  States Code,  or adoption by the Company of a
plan of liquidation or dissolution;

                (iii) five (5) Business Days prior to the proposed  consummation
with  respect to the  Company of a "Rule 13e-3  transaction"  as defined in Rule
13e-3 under the Exchange Act (or, if necessary, such earlier date as the Company
shall  determine in good faith to be required in order for the Holder to be able
to  participate  in such  transaction),  it being  agreed  that the Holder  will
receive  actual notice of the 13e-3  Statement  filed with the Commission on the
date filed and actual notice of the date of acceleration hereunder no later than
such date;

                (iv) The Common  Stock  fails to be listed or quoted for trading
on the AMEX or a Subsequent  Market for a period of five (5) Trading Days (which
need not be consecutive Trading Days);

                (v) A  holder  of  Registrable  Securities  (as  defined  in the
Registration  Rights Agreement) is not permitted to sell Registrable  Securities
under the Underlying Shares  Registration  Statement for any reason for five (5)
or more Trading Days (whether or not consecutive); or

                (vi) The Company shall fail or default in the timely performance
of any material  obligation under the Transaction  Documents and such failure or
default shall continue  uncured for a period of five (5) Business Days after the
date on which  notice of such  failure or default is first  given to the Company
(it  being  understood  that no prior  notice  need be  provided  in the case of
defaults which cannot reasonably be cured within a 5-day period).

<PAGE>

          (d) Additional  Vesting Dates shall also occur on such dates,  if any,
on which the Company or any subsidiary thereof, shall, except in connection with
(A) the  granting  of shares  of Common  Stock or stock  options  to  employees,
officers and directors pursuant to any stock bonus plan or employee benefit plan
heretofore  or  hereinafter  duly  adopted by the  Company  and (B) a  Strategic
Transaction  (as  defined  below),  issue  shares  of  Common  Stock or  rights,
warrants,  options  or other  securities  or debt  that is  convertible  into or
exchangeable for shares of Common Stock ("Common Stock Equivalents"),  entitling
any person or entity to acquire shares of Common Stock at a price per share less
than the  Initial  Closing  Price (if the holder of the  Common  Stock or Common
Stock  Equivalent so issued shall at any time,  whether by operation of purchase
price adjustments, reset provisions,  floating conversion,  exercise or exchange
prices or otherwise, or due to warrants,  options or rights issued in connection
with such  issuance,  be entitled to receive  shares of Common  Stock at a price
less than the  Initial  Closing  Price,  such  issuance  shall be deemed to have
occurred for less than the Initial  Closing  Price),  either in one  transaction
resulting in gross  proceeds to the Company in excess of  $1,000,000 or a series
of  transactions  resulting in aggregate gross proceeds to the Company in excess
of $1,000,000  (any such  transaction or series of  transactions,  a "Discounted
Offering" and the date of a Discounted  Offering, a "Discounted Offering Date"),
then in addition to any other  vesting of Warrant  Shares  pursuant to the terms
hereof,  on a Discounted  Offering Date, this Warrant shall vest with respect to
the number of Warrant Shares calculated in accordance with the formula set forth
below:

                              [(C x I) / DOAP] - C

          C     =   Shares  held by the  Holder on the  Vesting  Date less an
                    hedged Shares

          I     =   Initial  Closing  Price

     DOAP = "Discounted  Offering  Adjustment Price," equal to the lesser of (x)
          the Initial  Closing  Price,  (y) the average of the Per Share  Market
          Values for the 10 trading days  immediately  preceding the  Discounted
          Offering  Date,  or (z) the price per share of Common  Stock or Common
          Stock  Equivalent  (as  the  case  may  be)  issued  pursuant  to  the
          Discounted  Offering  (taking  into  account  all  actual  or  implied
          discounts).

            If the number calculated in accordance with the foregoing formula is
zero or a negative  number,  no Warrant  Shares shall vest pursuant to the terms
hereof and the Holder  shall not be  obligated  to transfer any shares of Common
Stock to the Company.  For purposes of this Section,  a "Strategic  Transaction"
shall mean a transaction or  relationship  in which the Company issues shares of
Common  Stock to an entity  which is,  itself or through  its  subsidiaries,  an
operating  company in a business  related to the  business of the Company and in
which the Company  receives  material  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.


            (e)  Subject  to  Sections  3(a)  and  (b),  this  Warrant  shall be
exercisable by the  registered  Holder on any Business Day before 5:00 P.M., New
York City time, at any time and from time to time on or after the date hereof to
and  including  the  Expiration  Date.  At 5:00 P.M.,  New York City time on the
Expiration  Date, the portion of this Warrant not exercised  prior thereto shall
be and become void and of no value.

<PAGE>

            (f)  Subject  to  Sections  3(a)  and  (b),  this  Warrant  shall be
exercisable,  either in its entirety or, from time to time, for a portion of the
number of Warrant  Shares.  If less than all of the Warrant  Shares which may be
purchased  under this Warrant are exercised at any time, the Company shall issue
or cause to be issued,  at its expense,  a New Warrant  evidencing  the right to
purchase the remaining  number of Warrant  Shares for which no exercise has been
evidenced by this Warrant.

      4.    Delivery of Warrant Shares.

            (a) Upon  surrender  of this  Warrant,  with the Form of Election to
Purchase  attached  hereto  duly  completed  and  signed,  to the Company at its
address  for notice set forth in  Section  13 and upon  payment of the  Exercise
Price  multiplied  by the number of Warrant  Shares  that the Holder  intends to
purchase hereunder,  in the manner provided  hereunder,  all as specified by the
Holder in the Form of Election to Purchase,  the Company shall  promptly (but in
no event later than four (4) Trading Days after the Date of Exercise (as defined
herein))  issue or cause to be issued and cause to be  delivered  to or upon the
written  order  of the  Holder  and in such  name or  names  as the  Holder  may
designate,  a certificate  for the Warrant  Shares  issuable upon such exercise,
free of  restrictive  legends,  except when an  Underlying  Shares  Registration
Statement  is  not  then  effective  and  the  Warrant  Shares  are  not  freely
transferable  pursuant to Rule 144 promulgated under the Securities Act of 1933,
as amended (the  "Securities  Act").  Any person so  designated by the Holder to
receive  Warrant  Shares shall be deemed to have become holder of record of such
Warrant  Shares as of the Date of Exercise of this Warrant.  The Company  shall,
upon  request  of the  Holder,  if  available,  use its best  efforts to deliver
Warrant Shares hereunder electronically through the Depository Trust Corporation
or another  established  clearing  corporation  performing similar functions.  A
"Date of Exercise"  means the date on which the Company  shall have received (i)
this Warrant (or any New Warrant,  as applicable),  with the Form of Election to
Purchase  attached  hereto  (or  attached  to such  New  Warrant)  appropriately
completed and duly signed, and (ii) payment of the Exercise Price for the number
of Warrant Shares to be purchased so indicated by the Holder hereof.

            (b) If the  Company  fails to deliver to the Holder to an address in
the United States  certificate or certificates  representing  the Warrant Shares
pursuant  to Section  4(a) by the  fourth  (4th)  Trading  Day after the Date of
Exercise,  the Company shall pay to such Holder, in cash, as liquidated  damages
and not as a penalty,  the lesser of (A) $5,000 and (B) $0.10 per Warrant  Share
for which a certificate was not timely  delivered  pursuant to the terms hereof,
for each day after such fourth  (4th)  Trading Day until such  certificates  are
delivered.  Nothing  herein  shall  limit the  Holder's  right to pursue  actual
damages for the Company's failure to deliver certificates representing shares of
Common Stock upon  exercise  within the period  specified  herein and the Holder
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. The exercise of any such rights shall not prohibit the Holder
from seeking to enforce  damages  pursuant to any other Section  hereof or under
applicable law.

            (c) In addition to any other rights available to the Holder,  if the
Company fails to deliver to the Holder certificate or certificates  representing
the Warrant  Shares  pursuant to Section  4(a) by the fourth  (4th)  Trading Day
after the Date of  Exercise,  and if after such  fourth  (4th)  Trading  Day the
Holder purchases (in an open market  transaction or otherwise)  shares of Common

<PAGE>

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 pay (1) in cash to the Holder the amount 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 (A) the
number of Warrant  Shares that the Company was  required to deliver  pursuant to
Section 4(b) to deliver to the Holder in  connection  with the exercise at issue
by (B) the Per Share Market Value on the Date of Exercise and (2) 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 under Section
4(b). 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 a market price on the date of exercise which totaled
$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.

            (d) The Company's obligations to issue and deliver Warrant Shares in
accordance with the terms hereof are absolute and unconditional, irrespective of
any action or inaction by the Holder to enforce the same,  any waiver or consent
with respect to any provision  hereof,  the recovery of any judgment against any
Person  or  any  action  to  enforce  the  same,  or any  setoff,  counterclaim,
recoupment,  limitation or  termination,  or any breach or alleged breach by the
Holder or any other Person of any  obligation to the Company or any violation or
alleged violation of law by the Holder or any other Person,  and irrespective of
any other  circumstance  which  might  otherwise  limit such  obligation  of the
Company to the Holder in connection with the issuance of Warrant Shares.  If the
Company  breaches its obligations  under this Warrant,  then, in addition to any
other  liabilities the Company may have hereunder and under  applicable law, the
Company  shall pay or reimburse the Holder on demand for all costs of collection
and enforcement (including reasonable attorneys fees and expenses).

      5.  Payment of Taxes.  The Company  will pay all  documentary  stamp taxes
attributable  to the  issuance  of  Warrant  Shares  upon the  exercise  of this
Warrant;  provided,  however,  that the Company shall not be required to pay any
tax which may be payable in respect of any transfer involved in the registration
of any  certificates for Warrant Shares or Warrants in a name other than that of
the Holder. The Holder shall be responsible for all other tax liability that may
arise as a result of holding or transferring  this Warrant or receiving  Warrant
Shares upon exercise hereof.

      6. Replacement of Warrant.  If this Warrant is mutilated,  lost, stolen or
destroyed,  the  Company  shall  issue or cause to be  issued  in  exchange  and
substitution for and upon  cancellation  hereof,  or in lieu of and substitution
for this Warrant,  a New Warrant,  but only upon receipt of evidence  reasonably
satisfactory to the Company of such loss, theft or destruction and customary and
reasonable  indemnity,  if  requested.  Applicants  for a New Warrant under such
circumstances  shall also  comply  with such other  reasonable  regulations  and
procedures and pay such other reasonable charges as the Company may prescribe.

<PAGE>

      7.  Reservation of Warrant Shares.  The Company  covenants that it will at
all times reserve and keep  available out of the aggregate of its authorized but
unissued  Common  Stock,  solely for the purpose of enabling it to issue Warrant
Shares upon exercise of this Warrant as herein  provided,  the number of Warrant
Shares which are then issuable and deliverable  upon the exercise of this entire
Warrant,  free from preemptive  rights or any other actual  contingent  purchase
rights of persons other than the Holder (taking into account the adjustments and
restrictions  of Section 8). The Company  covenants that all Warrant Shares that
shall be so issuable and deliverable shall, upon issuance and the payment of the
applicable  Exercise  Price in  accordance  with the terms  hereof,  be duly and
validly authorized, issued and fully paid and nonassessable.

      8. Certain  Adjustments.  The Exercise  Price and number of Warrant Shares
issuable upon  exercise of this Warrant are subject to  adjustment  from time to
time as set forth in this  Section.  Upon each such  adjustment  of the Exercise
Price  pursuant  to this  Section,  the  Holder  shall  thereafter  prior to the
Expiration  Date be entitled to purchase,  at the Exercise Price  resulting from
such  adjustment,  the number of Warrant  Shares  obtained  by  multiplying  the
Exercise Price in effect  immediately  prior to such adjustment by the number of
Warrant  Shares  issuable  upon  exercise of this Warrant  notwithstanding  such
adjustment and dividing the product thereof by the Exercise Price resulting from
such adjustment.

            (i) If the Company,  at any time while this Warrant is  outstanding,
(i) shall pay a stock dividend (except  scheduled  dividends paid on outstanding
preferred  stock as of the date hereof which contain a stated  dividend rate) or
otherwise make a distribution or  distributions on shares of its Common Stock or
on any other  class of capital  stock  payable in shares of Common  Stock,  (ii)
subdivide  outstanding shares of Common Stock into a larger number of shares, or
(iii)  combine  outstanding  shares of  Common  Stock  into a smaller  number of
shares,  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 before such event and of which the denominator shall
be the number of shares of Common  Stock  (excluding  treasury  shares,  if any)
outstanding after such event. Any adjustment made pursuant to this Section 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 or
combination, and shall apply to successive subdivisions and combinations.

            (ii) In case of any  reclassification  of the  Common  Stock  or any
compulsory  share exchange  pursuant to which the Common Stock is converted into
other  securities,  cash or  property,  then the  Holder  shall  have the  right
thereafter  to  exercise  this  Warrant  only into the shares of stock and other
securities  and  property  receivable  upon or deemed to be held by  holders  of
Common Stock following such  reclassification,  transfer or share exchange,  and
the  Holder  shall be  entitled  upon  such  event to  receive  such  amount  of
securities or property  equal to the amount of Warrant  Shares such Holder would
have been entitled to had such Holder exercised this Warrant  immediately  prior
to such  reclassification,  transfer  or share  exchange.  The terms of any such
consolidation, merger, sale, transfer or share exchange shall include such terms
so as to continue to give to the Holder the right to receive the  securities  or
property set forth in this Section  8(b) upon any  exercise  following  any such
reclassification, transfer or share exchange.

<PAGE>


            (iii) If the Company, at any time while this Warrant is outstanding,
shall  distribute  to all  holders  of Common  Stock (and not to holders of this
Warrant)  evidences  of its  indebtedness  or assets or  rights or  warrants  to
subscribe for or purchase any security  (excluding those referred to in Sections
8(i),  (ii) and  (iv)),  then in each  such  case the  Exercise  Price  shall be
determined by multiplying the Exercise Price in effect  immediately prior to the
record date fixed for  determination  of  stockholders  entitled to receive such
distribution by a fraction of which the denominator  shall be the Exercise Price
determined  as of the record date  mentioned  above,  and of which the numerator
shall be such Exercise Price on such record date less the then fair market value
at such record date of the portion of such assets or evidence of indebtedness so
distributed applicable to one outstanding share of Common Stock as determined by
the Company's  independent  certified public accountants that regularly examines
the financial statements of the Company (an "Appraiser").

            (iv) In case of any (1) merger or  consolidation of the Company with
or into another Person,  or (2) sale by the Company of more than one-half of the
assets of the  Company (on a market  value  basis) in one or a series of related
transactions,  or (3) tender or other offer or exchange  (whether by the Company
or another  Person)  pursuant to which  holders of Common Stock are permitted to
tender or exchange their shares for other securities, stock, cash or property of
the Company or another Person;  then the Holder shall have the right  thereafter
to (A) exercise this Warrant for the shares of stock and other securities,  cash
and  property  receivable  upon or deemed to be held by holders of Common  Stock
following such merger,  consolidation  or sale, and the Holder shall be entitled
upon  such  event or  series  of  related  events  to  receive  such  amount  of
securities,  cash and property as the Common Stock for which this Warrant  could
have been exercised  immediately  prior to such merger,  consolidation  or sales
would have been entitled, (B) in the case of a merger or consolidation,  require
the  surviving  entity to issue to the Holder a warrant  entitling the Holder to
acquire  shares of such entity's  common  stock,  which warrant shall have terms
identical mutatis mutandis  (including with respect to exercise) to the terms of
this Warrant and shall be entitled to all of the rights and privileges set forth
herein and the agreements  pursuant to which this Warrant was issued (including,
without limitation,  as such rights relate to the acquisition,  transferability,
registration and listing of such shares of stock other securities  issuable upon
exercise  thereof),  or (C) in the event of an exchange or tender offer or other
transaction  contemplated by clause (3) of this Section, tender or exchange this
Warrant for such securities,  stock, cash and other property  receivable upon or
deemed to be held by holders of Common  Stock that have  tendered  or  exchanged
their shares of Common Stock  following such tender or exchange,  and the Holder
shall be  entitled  upon  such  exchange  or tender to  receive  such  amount of
securities,  cash and  property  as the  shares of Common  Stock for which  this
Warrant could have been exercised  immediately  prior to such tender or exchange
would have been  entitled as would have been issued.  In the case of clause (B),
the exercise  price  applicable for the newly issued warrant shall be based upon
the amount of  securities,  cash and  property  that each share of Common  Stock
would receive in such  transaction and the Exercise Price  immediately  prior to
the  effectiveness or closing date for such  transaction.  The terms of any such
merger, sale,  consolidation,  tender or exchange shall include such terms so as
continue  to give the  Holder  the right to  receive  the  securities,  cash and
property set forth in this Section upon any  conversion or redemption  following
such event. This provision shall similarly apply to successive such events.


<PAGE>

            (v) For the purposes of this Section 8, the following  clauses shall
also be applicable:

            (i)  Record  Date.  In case the  Company  shall take a record of the
holders of its Common Stock for the purpose of  entitling  them (A) to receive a
dividend  or  other  distribution  payable  in  Common  Stock  or in  securities
convertible or exchangeable into shares of Common Stock, or (B) to subscribe for
or purchase Common Stock or securities  convertible or exchangeable  into shares
of Common  Stock,  then such  record  date shall be deemed to be the date of the
issue or sale of the shares of Common  Stock  deemed to have been issued or sold
upon the  declaration of such dividend or the making of such other  distribution
or the date of the granting of such right of  subscription  or purchase,  as the
case may be.

            (ii)  Treasury  Shares.   The  number  of  shares  of  Common  Stock
outstanding  at any given time shall not include  shares owned or held by or for
the account of the  Company,  and the  disposition  of any such shares  shall be
considered an issue or sale of Common Stock.

            (vi) All  calculations  under  this  Section  8 shall be made to the
nearest cent or the nearest 1/100th of a share, as the case may be.

            (vii)  Whenever the Exercise  Price is adjusted  pursuant to Section
8(iii) above, the Holder,  after receipt of the  determination by the Appraiser,
shall  have the  right to  select  an  additional  appraiser  (which  shall be a
nationally  recognized  accounting  firm), in which case the adjustment shall be
equal to the average of the adjustments recommended by each of the Appraiser and
such  appraiser.  The Holder  shall  promptly  mail or cause to be mailed to the
Company,  a notice  setting forth the Exercise  Price after such  adjustment and
setting forth a brief  statement of the facts  requiring such  adjustment.  Such
adjustment  shall become effective  immediately  after the record date mentioned
above.

            (viii) If (i)the  Company  shall  declare a  dividend  (or any other
distribution)  on its Common  Stock;  (ii) the Company  shall  declare a special
nonrecurring  cash dividend on or a redemption  of its Common  Stock;  (iii) 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;  (iv) 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 (v) the Company shall authorize the voluntary
dissolution,  liquidation or winding up of the affairs of the Company,  then the
Company shall cause to be mailed to each Holder at their last  addresses as they
shall appear upon the Warrant  Register,  at least twenty 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, grant of rights or warrants, or if a record is not to
be taken,  the date as of which  the  holders  of  Common  Stock of record to be

<PAGE>

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 Common Stock of
record  shall  be  entitled  to  exchange  their  shares  of  Common  Stock  for
securities,  cash or other  property  deliverable  upon  such  reclassification,
consolidation,  merger, sale, transfer, share exchange, dissolution, liquidation
or winding up;  provided,  however,  that the failure to mail such notice or any
defect  therein or in the mailing  thereof  shall not affect the validity of the
corporate action required to be specified in such notice.

      9. Payment of Exercise Price. The Holder may pay the Exercise Price in one
of the following manners:

  (a)   Cash Exercise.  The Holder shall deliver immediately available funds; or

  (b) Cashless Exercise.  The Holder may surrender this Warrant to the
Company together with a notice of cashless exercise,  in which event the Company
shall issue to the Holder the number of Warrant Shares determined as follows:

                        X = Y (A-B)/A
where:
                        X = the number of Warrant Shares to be issued
to the Holder.

                        Y = the number of Warrant  Shares with  respect to which
                        this Warrant is being exercised.

                        A = the average of the closing sale prices of the Common
                        Stock on the AMEX or a  Subsequent  Market  for the five
                        (5)  trading   days   immediately   prior  to  (but  not
                        including) the Date of Exercise as reported by Bloomberg
                        Information  Systems,  Inc.  (or  any  successor  to its
                        function of reporting stock prices).

                        B = the Exercise Price.

For purposes of Rule 144  promulgated  under the Securities Act, it is intended,
understood  and  acknowledged  that the  Warrant  Shares  issued  in a  cashless
exercise  transaction  shall be deemed to have been acquired by the Holder,  and
the  holding  period  for the  Warrant  Shares  shall  be  deemed  to have  been
commenced, on the issue date of this Warrant.

      10.   Certain Exercise Restrictions.

            (a) A Holder  may not  exercise  this  Warrant  to the  extent  such
exercise  would  result in the  Holder,  together  with any  affiliate  thereof,
beneficially  owning (as  determined  in  accordance  with Section  13(d) of the
Exchange Act and the rules  promulgated  thereunder)  in excess of 4.999% of the
then issued and outstanding  shares of Common Stock,  including shares of Common
Stock  issuable upon such exercise and held by such Holder after  application of
this  Section.  Since the Holder will not be  obligated to report to the Company

<PAGE>


the  number of shares  of  Common  Stock it may hold at the time of an  exercise
hereunder,  unless the  exercise at issue would result in the issuance of shares
of Common  Stock in excess  of 4.999% of the then  outstanding  shares of Common
Stock  without  regard  to  any  other  shares  of  Common  Stock  which  may be
beneficially owned by the Holder or an affiliate thereof,  the Holder shall have
the authority and obligation to determine  whether the restriction  contained in
this Section will limit any particular exercise hereunder and to the extent that
the Holder determines that the limitation contained in this Section applies, the
determination  of which  portion  of this  Warrant is  exercisable  shall be the
responsibility  and obligation of the Holder. If the Holder has delivered a Form
of Election to Purchase for a number of Warrant  Shares that would result in the
issuance in excess of the permitted amount  hereunder,  the Company shall notify
the Holder of this fact and shall honor the exercise for the maximum  portion of
this Warrant  permitted  to be exercised on such Date of Exercise in  accordance
with the  periods  described  herein and  disregard  the balance of such Form of
Election to Purchase,  as if never  delivered The provisions of this Section may
be waived by a Holder (but only as to itself and not to any other  Holder)  upon
not less than 61 days'  prior  notice to the  Company.  Other  Holders  shall be
unaffected by any such waiver.

            (b) A Holder  may not  exercise  this  Warrant  to the  extent  such
exercise  would  result in the  Holder,  together  with any  affiliate  thereof,
beneficially  owning (as  determined  in  accordance  with Section  13(d) of the
Exchange Act and the rules  promulgated  thereunder)  in excess of 9.999% of the
then issued and outstanding  shares of Common Stock,  including shares of Common
Stock  issuable upon such exercise and held by such Holder after  application of
this  Section.  Since the Holder will not be  obligated to report to the Company
the  number of shares  of  Common  Stock it may hold at the time of an  exercise
hereunder,  unless the  exercise at issue would result in the issuance of shares
of Common  Stock in excess  of 9.999% of the then  outstanding  shares of Common
Stock  without  regard  to  any  other  shares  of  Common  Stock  which  may be
beneficially owned by the Holder or an affiliate thereof,  the Holder shall have
the authority and obligation to determine  whether the restriction  contained in
this Section will limit any particular exercise hereunder and to the extent that
the Holder determines that the limitation contained in this Section applies, the
determination  of which  portion  of this  Warrant is  exercisable  shall be the
responsibility  and obligation of the Holder. If the Holder has delivered a Form
of Election to Purchase for a number of Warrant  Shares that would result in the
issuance in excess of the permitted amount  hereunder,  the Company shall notify
the Holder of this fact and shall honor the exercise for the maximum  portion of
this Warrant  permitted  to be exercised on such Date of Exercise in  accordance
with the  periods  described  herein and  disregard  the balance of such Form of
Election to Purchase,  as if never  delivered The provisions of this Section may
be waived by a Holder (but only as to itself and not to any other  Holder)  upon
not less than 61 days'  prior  notice to the  Company.  Other  Holders  shall be
unaffected by any such waiver.

     (c) If the  Company  Stock is then  listed for  trading on the AMEX and the
Company has not obtained the Shareholder  Approval (as defined below),  then the
Company may not issue in excess of the  Issuable  Maximum  (as  defined  herein)
Warrant  Shares upon  exercise of this  Warrant.  The  Issuable  Maximum  equals
3,400,297  (which  number  shall  be  subject  to  adjustment  pursuant  to  the
anti-dilution  provisions hereof multiplied by the quotient obtained by dividing

<PAGE>

(x) the number of Shares  issued and sold to the original  Holder on the Closing
Date by (y) the number of Shares  issued and sold by the  Company on the Closing
Date.  If on any Date of  Exercise  (such date,  the  "Trigger  Date"):  (A) the
Company  Stock is listed for trading on the AMEX,  (B) the  aggregate  number of
shares of Common Stock that would then be issuable upon exercise in full of this
Warrant,  together  with any  shares  of Common  Stock  previously  issued  upon
exercise of this Warrant,  would equal or exceed the Issuable  Maximum,  and (C)
the Company shall not have previously obtained the vote of shareholders, if any,
as may be required by the applicable rules and regulations of the American Stock
Exchange  to approve  the  issuance  of shares of Common  Stock in excess of the
Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then
the Company  shall issue to the Holder a number of shares of Common  Stock equal
to the Issuable  Maximum and,  with respect to the shares whose  issuance  would
result  in an  issuance  of shares  of  Common  Stock in excess of the  Issuable
Maximum,  (the "Excess  Warrant  Shares"),  the Company shall,  within three (3)
Trading Days of the Trigger Date,  provide the Holder with written notice of its
intention to either (1) use its best efforts to obtain the Shareholder  Approval
applicable to such issuance as soon as possible,  but in any event no later than
60 days (or 90 days in case the Commission provides the Company with comments to
its proxy  material)  after the  Trigger  Date  (such  60th day or 90th day,  if
applicable,  the  "Target  Date")  or (2) pay to the  Holder,  within  three (3)
Trading  Days from the Trigger  Date,  an amount in cash equal to the product of
(x) the Excess Warrant  Shares  multiplied by (y) the closing sales price of the
Common  Stock on (a) the  Target  Date or (b) the  Trigger  Date,  whichever  is
greater  (the "Cash  Payment").  A failure by the Company to timely  provide the
Holder with a written notice  pursuant to the  immediately  preceding  sentence,
shall entail an automatic election by the Company to pay the Cash Payment to the
Holder  pursuant to clause (2) of the  immediately  preceding  sentence.  In the
event the Company has elected to seek the Shareholder  Approval  pursuant to the
terms  hereof and the  Company  does not obtain the  Shareholder  Approval on or
prior to the Target Date,  then,  on the Target Date,  the Company shall pay the
Cash Payment to the Holder. If the Company fails to pay the Cash Payment in full
pursuant  to this  Section  within  seven (7) days after the date  payable,  the
Company  will pay  interest on such  amount at a rate of 18% per annum,  or such
lesser  maximum  amount that is permitted to be paid by  applicable  law, to the
Holder,  accruing  daily from the date payable until such amount,  plus all such
interest  thereon,  is paid in full.  The Company and the Holder  understand and
agree that shares of Common Stock issued upon  exercise of this Warrant and then
held by the Holder or an  affiliate  thereof may not be used to cast votes or be
deemed outstanding for purposes of any vote to obtain the Shareholder  Approval.
In the event the Company has elected to seek the Shareholder  Approval  pursuant
to the terms  hereof,  the Company  shall not be  required to make any  payments
pursuant to Section  4(b) hereof  prior to the date the Company has obtained the
Shareholder  Approval.

     12. Fractional  Shares. The Company shall not be required to issue or cause
to be issued  fractional  Warrant  Shares on the exercise of this  Warrant.  The
number of full Warrant  Shares which shall be issuable upon the exercise of this
Warrant shall be computed on the basis of the aggregate number of Warrant Shares
purchasable  on  exercise of this  Warrant so  presented.  If any  fraction of a
Warrant Share would,  except for the  provisions of this Section 12, be issuable
on the exercise of this  Warrant,  the Company shall pay an amount in cash equal
to the Exercise Price multiplied by such fraction.

<PAGE>

      13.  Notices.  Any and all notices or other  communications  or deliveries
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 this
Section  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
with next day delivery  specified  thereon,  or (iv) upon actual  receipt by the
party to whom  such  notice is  required  to be given.  The  addresses  for such
communications  shall be: (i) if to the Company, to 8229 Boone Boulevard,  Suite
802, Vienna,  Virginia 22182;  facsimile number (703) 506-9471,  attention Geert
Kersten,  or (ii) if to the Holder,  to the Holder at the  address or  facsimile
number  appearing  on the Warrant  Register or such other  address or  facsimile
number as the Holder may provide to the Company in accordance  with this Section
13.

      14.   Warrant Agent.

            (a) The  Company  shall serve as warrant  agent under this  Warrant.
Upon  thirty  (30) days'  notice to the  Holder,  the  Company may appoint a new
warrant agent.

            (b) Any corporation  into which the Company or any new warrant agent
may be merged or any corporation  resulting from any  consolidation to which the
Company or any new warrant  agent shall be a party or any  corporation  to which
the  Company  or  any  new  warrant  agent  transfers  substantially  all of its
corporate trust or shareholders  services  business shall be a successor warrant
agent under this Warrant  without any further act.  Any such  successor  warrant
agent shall  promptly  cause  notice of its  succession  as warrant  agent to be
mailed (by first class mail, postage prepaid) to the Holder at the Holder's last
address as shown on the Warrant Register.

      15.   Miscellaneous.

            (a) This Warrant shall be binding on and inure to the benefit of the
parties  hereto and their  respective  successors  and permitted  assigns.  This
Warrant may be amended only in writing  signed by the Company and the Holder and
their successors and assigns.

            (b) Subject to Section 15(a),  above,  nothing in this Warrant shall
be construed to give to any person or corporation other than the Company and the
Holder any legal or equitable  right,  remedy or cause under this Warrant.  This
Warrant  shall  inure to the sole and  exclusive  benefit of the Company and the
Holder.

            (c) The  corporate  laws of the State of Colorado  shall  govern all
issues concerning the relative rights of the Company and its  stockholders.  All
other  questions   concerning  the  construction,   validity,   enforcement  and
interpretation  of this Warrant  shall be governed by and construed and enforced
in accordance with the internal laws of the State of New York, without regard to
the principles of conflicts of law thereof.

<PAGE>


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

            (e) In case any one or more of the  provisions of this Warrant shall
be invalid or unenforceable in any respect,  the validity and  enforceability of
the  remaining  terms and  provisions  of this  Warrant  shall not in any way be
affected or impaired thereby and the parties will attempt in good faith to agree
upon a valid and enforceable provision which shall be a commercially  reasonable
substitute  therefor,  and upon so agreeing,  shall  incorporate such substitute
provision in this Warrant.


                 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,
                            SIGNATURE PAGE FOLLOWS]


<PAGE>




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


                               CEL-SCI CORPORATION


                                By:
                                    Name:
                                    Title:



<PAGE>



                         FORM OF ELECTION TO PURCHASE

(To be executed by the Holder to exercise the right to purchase shares of Common
Stock under the foregoing Warrant)

To Cel-Sci Corporation:

      In  accordance  with the  Warrant  enclosed  with this Form of Election to
Purchase,  the undersigned hereby  irrevocably elects to purchase  _____________
shares of Common Stock ("Common  Stock"),  $.01 par value per share,  of Cel-Sci
Corporation  and,  if  such  Holder  is  not  utilizing  the  cashless  exercise
provisions  set forth in this  Warrant,  encloses  herewith  $________  in cash,
certified or official bank check or checks,  which sum  represents the aggregate
Exercise  Price (as defined in the  Warrant)  for the number of shares of Common
Stock to which this Form of  Election  to Purchase  relates,  together  with any
applicable taxes payable by the undersigned pursuant to the Warrant.

      The undersigned  requests that certificates for the shares of Common Stock
issuable upon this exercise be issued in the name of

                                          PLEASE INSERT SOCIAL SECURITY OR
                                          TAX IDENTIFICATION NUMBER

                                           ______________


                         _____________________________

                         _____________________________
                        (Please print name and address)



      If the number of shares of Common Stock  issuable upon this exercise shall
not be all of the shares of Common  Stock which the  undersigned  is entitled to
purchase in accordance with the enclosed Warrant,  the undersigned requests that
a New Warrant (as defined in the Warrant)  evidencing  the right to purchase the
shares of Common Stock not issuable pursuant to the exercise evidenced hereby be
issued in the name of and delivered to:


                         _____________________________

                         _____________________________
                        (Please print name and address)







<PAGE>


Dated: _____________ ,              Name of Holder:


                                 (Print) __________________________
                                 (By:)   __________________________
                                 (Name:) __________________________
                                (Title:)(Signature must conform in all respects
                                         to name of holder as specified on the
                                         face of the Warrant)


<PAGE>



                               FORM OF ASSIGNMENT

          [To be completed and signed only upon transfer of Warrant]

      FOR VALUE RECEIVED,  the undersigned  hereby sells,  assigns and transfers
unto  ________________________________  the  right  represented  by  the  within
Warrant to purchase  ____________  shares of Common Stock of Cel-Sci Corporation
to which the within Warrant  relates and appoints  ________________  attorney to
transfer  said  right on the books of  Cel-Sci  Corporation  with full  power of
substitution in the premises.

Dated:

---------------, ----


                              ---------------------------------------
                              (Signature  must  conform in all respects to name
                              of holder as specified on the face of the Warrant)


                              ---------------------------------------
                              Address of Transferee

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

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



In the presence of:


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









<PAGE>


                                   EXHIBIT A


      For purposes of this Warrant:


      (i) "AMEX" shall mean the American Stock Exchange.

      (ii)  "Business  Day"  means  any day  except  Saturday,  Sunday,  the day
following Christmas, the day 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.

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

      (iv) "Commission" means the Securities and Exchange Commission.

      (v) "Per Share Market Value" means on any particular  date (a) the closing
bid  price  per  share of the  Common  Stock on such  date on the AMEX or on any
Subsequent  Market,  or if there is no such price on such date, then the closing
bid price on the AMEX or on such Subsequent Market on the date nearest preceding
such date,  or (b) if the Common  Stock is not then listed or quoted on the AMEX
or a Subsequent Market, the closing bid price for a share of Common Stock in the
over-the-counter   market,   as  reported  by  the  National   Quotation  Bureau
Incorporated or similar  organization  or agency  succeeding to its functions of
reporting  prices) at the close of business  on such date,  or (c) if the Common
Stock is not then reported by the National  Quotation  Bureau  Incorporated  (or
similar organization or agency succeeding to its functions of reporting prices),
then the average of the "Pink Sheet" quotes for the relevant  conversion period,
as  determined  in good faith by the Holder,  or (d) if the Common  Stock is not
then  publicly  traded  the fair  market  value of a share  of  Common  Stock as
determined  by an appraiser  selected in good faith by the Holders of a majority
of the applicable Warrant Shares.

      (vi) "Purchase  Agreement" means the Securities Purchase Agreement,  dated
the date  hereof to which the Company  and the  original  Holder are parties and
pursuant to which this Warrant was issued.

      (vii)  "Registration  Rights  Agreement"  means  the  Registration  Rights
Agreement,  dated the date hereof to which the Company and the  original  Holder
are parties.

    (viii)  "Shares" shall have the meaning set forth in the Purchase Agreement.

      (ix)  "Subsequent  Market" shall mean any of the New York Stock  Exchange,
Inc., Nasdaq Stock Market or Nasdaq SmallCap Market.

<PAGE>

      (x) "Trading  Day" means a day on which the Common Stock is traded on AMEX
or any Subsequent  Market, as the case may be, or (b) if the Common Stock is not
listed on the AMEX or on a Subsequent Market, a day on which the Common Stock is
traded in the over-the-counter market, as reported by the OTC Bulletin Board, or
(c) if the Common Stock is not quoted on the OTC  Bulletin  Board a day on which
the Common  Stock is quoted in the  over-the-counter  market as  reported by the
National  Quotation Bureau  Incorporated (or any similar  organization or agency
succeeding its functions of reporting  price);  provided,  however,  that in the
event that the Common Stock is not listed or quoted, as set forth in (a), (b) or
(c) hereof, the Trading Day shall mean a Business Day.

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

      (xii)  "Underlying  Shares  Registration  Statement"  means a registration
statement  meeting  the  requirements  set  forth  in  the  Registration  Rights
Agreement  dated as of the date hereof  between  the  Company  and the  original
Holder  hereof and  covering  the resale of the  Registrable  Securities  by the
selling stockholders thereunder.