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 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

CALLABLE WARRANT

Warrant No. [ ]                           Dated: December 8, 1999


      Cel-Sci  Corporation,  a  Colorado  corporation  (the  "Company"),  hereby
certifies that, for value received,  [ ], or its registered assigns  ("Holder"),
is entitled,  subject to the terms set forth below, to purchase from the Company
a total of [ ]1 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")  at an  exercise  price  equal to $2.9250  per share (as
adjusted from time to time as provided in Section 9, the "Exercise  Price"),  at
any time and from time to time from and after the date  hereof and  through  and
including December 8, 2002 (the "Expiration Date"), and subject to the following
terms and conditions:

            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.

<PAGE>

            2. Registration of Transfers and Exchanges.

                  (a) 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 office  specified in or pursuant to Section 3(b).
Upon any such registration or transfer,  a new warrant to purchase Common Stock,
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 a Warrant.

                  (b) This Warrant is exchangeable, upon the surrender hereof by
the Holder to the office of the Company specified in or pursuant to Section 3(b)
for one or more New Warrants,  evidencing in the aggregate the right to purchase
the number of Warrant Shares which may then be purchased hereunder. Any such New
Warrant will be dated the date of such exchange.

            3. Duration, Exercise and Redemption of Warrants.

                  (a) 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.

                  (b) Subject to Sections 2(b), 5 and 10, 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 4 business  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 (i) either in the event that a
registration  statement covering the resale of the Warrant Shares and naming the
Holder as a selling stockholder  thereunder is not then effective or the Warrant
Shares are not freely transferable without volume restrictions  pursuant to Rule
144(k) promulgated under the Securities Act of 1933, as amended (the "Securities
Act"),  or (ii) if this  Warrant  shall have been  issued  pursuant to a written
agreement  between  the  original  Holder and the  Company,  as required by such
agreement.  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.

<PAGE>


                  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 so  indicated  by the  holder  hereof to be
purchased.

                  (c) 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.

                  (d)  Commencing  at any time after the date of the issuance of
this  Warrant,  if (i) the average  closing bid price of the Common Stock on the
American Stock Exchange (or such other national securities exchange on which the
Common  Stock is then  listed  or quoted  for  trading)  for any 20  consecutive
trading days exceeds $7.00 (a "Trigger Period"), and (ii) the Warrant Shares are
either  registered for resale  pursuant to an effective  registration  statement
naming the Holder as a selling  stockholder  thereunder  or freely  transferable
without  volume  restrictions  pursuant  to Rule  144(k)  promulgated  under the
Securities  Act, as determined  by counsel to the Company  pursuant to a written
opinion letter addressed and in form and substance  acceptable to the Holder and
the transfer agent for the Common Stock,  then the Company shall have the right,
upon 30 days'  notice to the Holder  given not later than five (5) Trading  Days
after the conclusion of any such Trigger Period (the  "Redemption  Notice"),  to
redeem all of the then  issuable  Warrant  Shares at a price of $.01 per Warrant
Share (the "Redemption  Price"), on the date set forth in the Redemption Notice,
but in no event  earlier than 30 days  following  the date of the receipt by the
Holder of the Redemption Notice (the "Redemption Date"). The Holder may exercise
this  Warrant  at any time prior to the  Redemption  Date.  Any  portion of this
Warrant not exercised by 6:30 p.m. (New York City time) on the  Redemption  Date
shall no longer be  exercisable  and shall be returned to the  Company,  and the
Company,  upon its receipt of the  unexercised  portion of this  Warrant,  shall
issue therefor in full and complete  satisfaction of its obligations  under such
remaining portion of this Warrant to the Holder an amount equal to the number of
shares of Common Stock then  issuable  hereunder  multiplied  by the  Redemption
Price.  The  Redemption  Price  shall be mailed to such Holder at its address of
record, and the Warrant shall be canceled.

            4. Piggyback  Registration  Rights.  During the Effectiveness Period
(as defined in the Registration Rights Agreement, of even date herewith, between
the Company and the original Holder (the "Registration  Rights Agreement"),  the
Company may not file any registration statement with the Securities and Exchange
Commission (other than registration  statements of the Company filed on Form S-8
or Form S-4, each as promulgated under the Securities Act, pursuant to which the
Company is registering securities pursuant to a Company employee benefit plan or
pursuant to a merger,  acquisition or similar transaction  including supplements

<PAGE>

thereto,  but not additionally filed registration  statements in respect of such
securities)  at any time when there is not an effective  registration  statement
covering  the  resale of the  Warrant  Shares and naming the Holder as a selling
stockholder  thereunder,  unless the Company  provides  the Holder with not less
than 20 days notice of its  intention to file such  registration  statement  and
provides the Holder the option to include any or all of the  applicable  Warrant
Shares therein. The piggyback registration rights granted to the Holder pursuant
to this Section shall  continue  until all of the Holder's  Warrant  Shares have
been sold in  accordance  with an effective  registration  statement or upon the
Expiration  Date. The Company will pay all  registration  expenses in connection
therewith.

            5. Demand Registration  Rights.  During the Effectiveness  Period if
the Warrant  Shares are not  registered  pursuant to an  effective  registration
statement,  the Holder may make a written request for the registration under the
Securities  Act (a "Demand  Registration"),  of all of the  Warrant  Shares (the
"Registrable Securities"),  and the Company shall use its best efforts to effect
such Demand Registration as promptly as possible, but in any case within 90 days
thereafter.  Any request for a Demand  Registration  shall specify the aggregate
number of Registrable  Securities proposed to be sold and shall also specify the
intended method of disposition thereof. The right to cause a registration of the
Registrable  Securities  under  this  Section  5 shall  be  limited  to one such
registration.  In any  registration  initiated  as a  Demand  Registration,  the
Company will pay all of its  registration  expenses in connection  therewith.  A
Demand  Registration  shall not be  counted as a Demand  Registration  hereunder
until the registration  statement filed pursuant to the Demand  Registration has
been declared effective by the Securities and Exchange Commission and maintained
continuously  effective for a period of at least 360 days or such shorter period
when all Registrable  Securities  included  therein have been sold in accordance
with such registration statement,  provided, however that any days on which such
registration  statement is not effective or on which the Holder is not permitted
by the Company or any  governmental  authority to sell Warrant Shares under such
registration statement shall not count towards such 360 day period.

            6.  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.

            7.  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
indemnity, if requested,  satisfactory to it. 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>


            8. 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  9). 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.

            9. 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  immediately prior to such
adjustment and dividing the product thereof by the Exercise Price resulting from
such adjustment.

                  (a)  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.

                  (b) 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  propert  y, 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 or share exchange,  and the Holder
shall be  entitled  upon such  event to receive  such  amount of  securities  or
property  otherwise  payable with  respect to the amount of Warrant  Shares such
Holder  would have been  entitled  to had such  Holder  exercised  this  Warrant

<PAGE>

immediately prior to such  reclassification or share exchange.  The terms of any
such  reclassification  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  9(b)  upon  any  exercise   following   any  such
reclassification or share exchange.

                  (c)  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 9(a), (b) and (d)),  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 examine
the financial statements of the Company (an "Appraiser").

                  (d) If at any time the Company or any subsidiary  thereof,  as
applicable with respect to Common Stock  Equivalents  (as defined below),  shall
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 both the  market  price of the
Common Stock at the time of issuance  and the Exercise  Price then in effect (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 either the Exercise Price
prevailing or the market price,  such issuance  shall be deemed to have occurred
for less than such Exercise  Price or market price),  then,  forthwith upon such
issue or sale, the Exercise  Price shall be reduced to the price  (calculated to
the  nearest  cent)  determined  by  multiplying  the  Exercise  Price in effect
immediately prior thereto by a fraction, the numerator of which shall be the sum
of (i) the number of shares of Common  Stock  outstanding  immediately  prior to
such issuance, and (ii) the number of shares of Common Stock which the aggregate
consideration  received (or to be received,  assuming  exercise or conversion in
full of such Common  Stock  Equivalents)  for the  issuance  of such  additional
shares of Common Stock would purchase at the Exercise Price, and the denominator
of which  shall be the sum of the number of shares of Common  Stock  outstanding
immediately after the issuance of such additional  shares.  For purposes hereof,
all shares of Common  Stock  that are  issuable  upon  conversion,  exercise  or
exchange of Common Stock  Equivalents  shall be deemed  outstanding  immediately
after the issuance of such Common Stock  Equivalents.  Such adjustment  shall be

<PAGE>


made whenever such Common Stock or Common Stock Equivalents are issued. However,
upon the  expiration  of  anyCommon  Stock  Equivalents  the  issuance  of which
resulted in an adjustment in the Exercise  Price  pursuant to this Section,  the
Exercise  Price  shall  immediately  upon  such  expiration  be  recomputed  and
effective  immediately  upon such  expiration be increased to the price which it
would have been (but reflecting any other adjustments in the Exercise Price made
pursuant to the  provisions  of this  Section  after the issuance of such Common
Stock  Equivalents)  had the  adjustment  of the  Exercise  Price  made upon the
issuance of such Common Stock Equivalents been made on the basis of offering for
subscription or purchase only that number of shares of the Common Stock actually
purchased upon the exercise of such Common Stock Equivalents actually exercised.
Notwithstanding anything herein to the contrary, issuances of any stock or stock
options under any employee benefit plan of the Company,  whether now existing or
approved by the Company and its stockholders in the future, shall not be subject
to the provisions of this Section.

                  (e) 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 shares
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
exercise   following  such  event.  This  provision  shall  similarly  apply  to
successive such events.


<PAGE>

      (f) For the purposes of this Section 9, 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.

                  (g) All calculations under this Section 9 shall be made to the
nearest cent or the nearest 1/100th of a share, as the case may be.

                  (h)  Whenever  the  Exercise  Price is  adjusted  pursuant  to
Section  9(c)  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.

                  (i) If (i) the Company  shall declare a dividend (or any other
distribution)  on its Common Stock;  or (ii) the Company shall declare a special
nonrecurring  cash dividend on or a redemption of its Common Stock; or (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;  or (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 20 calendar days prior to the
applicable record or effective date hereinafter  specified, a notice stating (x)
the date on which a record  is to be taken  for the  purpose  of such  dividend,
distribution,  redemption, grant of rights or warrants, or if a record is not to

<PAGE>


be taken,  the date as of which  the  holders  of  Common  Stock of record to be
entitled to such dividend, distributions,  redemption, rights or warrants are to
be  determined  or (y) the date on which such  reclassification,  consolidation,
merger,  sale,  transfer or share  exchange is expected to become  effective  or
close,  and the date as of which it is expected  that holders of 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.

            10.  Payment of Exercise  Price.  The Holder  shall pay the Exercise
Price in one of the following manners:

      (a)   Cash Exercise.  The Holder may deliver immediately  available funds;
or
                  (b) Cashless Exercise. Except during the 30 days preceding the
Redemption  Date,  if any,  and at any time  after the  earlier  to occur of the
Effectiveness  Date (as defined in the  Registration  Rights  Agreement) and the
date the initial  registration  statement  filed  pursuant  to the  Registration
Rights  Agreement is declared  effective by the Commission,  when a registration
statement  covering the resale of the Warrant  Shares and naming the Holder as a
selling stockholder  thereunder is not then effective,  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 for the five (5) trading days immediately prior to
                        (but not including) the Date of Exercise.

                        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.

<PAGE>


            11.   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
Securities  Exchange Act of 1934, as amended (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 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.

<PAGE>



            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, 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.

            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 6:30 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 6:30 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 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.

            14.  Warrant  Agent.  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.  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 assigns. This Warrant
may be amended  only in writing  signed by the  Company and the Holder and their
successors and assigns.

<PAGE>

                  (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.

                  (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,  $.01 par value per share, of Cel-Sci  Corporation  (the
"Common  Stock") 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)


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: