CEL-SCI CORPORATION
                           YEAR 2000 STOCK BONUS PLAN


         l.  Purpose.  The purpose of this Plan is to advance the  interests  of
CEL-SCI  Corporation  (the "Company") and its  shareholders,  by encouraging and
enabling selected officers, directors,  consultants and key employees upon whose
judgment,  initiative  and effort  the  Company  is  largely  dependent  for the
successful conduct of its business, to acquire and retain a proprietary interest
in the Company by ownership of its stock,  to keep  personnel of experience  and
ability  in the  employ  of  the  Company  and  to  compensate  them  for  their
contributions  to the growth and profits of the Company and thereby  induce them
to continue to make such contributions in the future.

         2.   Definitions.

A.    "Board" shall mean the board of directors of the Company.

B.   "Company"  means  CEL-SCI  Corporation  and  any  subsidiary  of  CEL-SCI
     Corporation

C.   "Committee" means the directors duly appointed to administer the Plan.

D.   "Plan" shall mean this Stock Bonus Plan.

E.  "Bonus  Share"  shall mean the  shares of common  stock of the
Company  reserved  pursuant to Section 4 hereof and any such shares  issued to a
Recipient pursuant to this Plan.

F.   "Recipient" shall mean any individual  rendering services for the Company
to whom shares are granted pursuant to this Plan.

         3.  Administration  of  Plan.  The  Plan  shall  be  administered  by a
committee of two or more directors appointed by the Board (the "Committee"). The
Committee shall report all action taken by it to the Board.  The Committee shall
have full and final  authority in its  discretion,  subject to the provisions of
the Plan,  to determine the  individuals  to whom and the time or times at which
Bonus  Shares shall be granted and the number of Bonus  Shares;  to construe and
interpret  the  Plan;  and to make all other  determinations  and take all other
actions deemed necessary or advisable for the proper administration of the Plan.
All such  actions  and  determinations  shall be  conclusively  binding  for all
purposes and upon all persons.

         4. Bonus  Share  Reserve.  There  shall be  established  a Bonus  Share
Reserve to which shall be credited 200,000 shares of the Company's common stock.
In the event that the shares of common stock of the Company should,  as a result
of a stock split or stock dividend or combination of shares or any other change,
or exchange for other securities by  reclassification,  reorganization,  merger,
consolidation,  recapitalization  or  otherwise,  be  increased  or decreased or

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changed into or exchanged for, a different  number or kind of shares of stock or
other securities of the Company or of another corporation,  the number of shares
then  remaining in the Bonus Share  Reserve shall be  appropriately  adjusted to
reflect such action.  Upon the grant of shares hereunder,  this reserve shall be
reduced by the number of shares so granted.  Distributions  of Bonus Shares may,
as the Committee shall in its sole discretion determine, be made from authorized
but unissued shares or from treasury shares.  All authorized and unissued shares
issued  as Bonus  Shares in  accordance  with the Plan  shall be fully  paid and
nonassessable and free from preemptive rights.

         5. Eligibility,  and Granting and Vesting of Bonus Shares. Bonus Shares
may be  granted  under  the  Plan  to the  Company's  employees,  directors  and
officers, and consultants or advisors to the Company, provided however that bona
fide  services  shall be  rendered  by such  consultants  or  advisors  and such
services  must not be in  connection  with the offer or sale of  securities in a
capital-raising transaction.

              The Committee, in its sole discretion, is empowered to grant to an
eligible Participant a number of Bonus Shares as it shall determine from time to
time.  Each grant of these Bonus  Shares  shall  become  vested  according  to a
schedule to be established by the Committee  directors at the time of the grant.
For  purposes  of this plan,  vesting  shall mean the  period  during  which the
recipient must remain an employee or provide  services for the Company.  At such
time as the  employment  of the  Recipient  ceases,  any shares not fully vested
shall be  forfeited  by the  Recipient  and shall be returned to the Bonus Share
Reserve. The Committee, in its sole discretion,  may also impose restrictions on
the future  transferability of the bonus shares, which restrictions shall be set
forth on the notification to the Recipient of the grant.

              The aggregate number of Bonus Shares which may be granted pursuant
to this Plan shall not exceed the amount available  therefore in the Bonus Share
Reserve.

         6. Form of Grants.  Each grant shall specify the number of Bonus Shares
subject thereto, subject to the provisions of Section 5 hereof.

              At the time of making any grant,  the  Committee  shall advise the
Recipient  by  delivery  of  written  notice,  in the form of  Exhibit  A hereto
annexed.

         7.   Recipients' Representations.

              A. The  Committee may require that, in acquiring any Bonus Shares,
the  Recipient  agree with,  and represent to, the Company that the Recipient is
acquiring  such Bonus Shares for the purpose of  investment  and with no present
intention  to  transfer,  sell  or  otherwise  dispose  of  shares  except  such
distribution by a legal  representative as shall be required by will or the laws
of any jurisdiction in winding-up the estate of any Recipient. Such shares shall
be transferable  thereafter  only if the proposed  transfer shall be permissible
pursuant  to  the  Plan  and  if,  in the  opinion  of  counsel  (who  shall  be
satisfactory  to  the  Committee),  such  transfer  shall  at  such  time  be in
compliance with applicable securities laws.

              B. To effectuate Paragraph A above, the Recipient shall deliver to
the Committee,  in duplicate,  an agreement in writing, signed by the Recipient,
in form  and  substance  as set  forth in  Exhibit  B  hereto  annexed,  and the
Committee shall forthwith acknowledge its receipt thereof.

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         8.   Restrictions Upon Issuance.

              A.  Bonus  Shares  shall   forthwith   after  the  making  of  any
representations  required  by  Section 6 hereof,  or if no  representations  are
required then within  thirty (30) days of the date of grant,  be duly issued and
transferred and a certificate or certificates for such shares shall be issued in
the  Recipient's  name.  The Recipient  shall  thereupon be a  shareholder  with
respect to all the shares represented by such certificate or certificates, shall
have all the rights of a shareholder with respect to all such shares,  including
the  right  to  vote  such  shares  and  to  receive  all  dividends  and  other
distributions  (subject to the  provisions  of Section  7(B)  hereof)  paid with
respect to such shares. Certificates of stock representing Bonus Shares shall be
imprinted  with a legend to the effect that the shares  represented  thereby are
subject to the  provisions  of this  Agreement,  and to the vesting and transfer
limitations established by the Committee, and each transfer agent for the common
stock shall be instructed to like effect with respect of such shares.

              B. In the event  that,  as the  result  of a stock  split or stock
dividend or  combination  of shares or any other  change,  or exchange for other
securities,   by  reclassification,   reorganization,   merger,   consolidation,
recapitalization or otherwise, the Recipient shall, as owner of the Bonus Shares
subject to restrictions hereunder, be entitled to new or additional or different
shares of stock or securities,  the  certificate or  certificates  for, or other
evidences of, such new or additional or different shares or securities, together
with a stock power or other instrument of transfer appropriately endorsed, shall
also be imprinted  with a legend as provided in Section 7(A), and all provisions
of the Plan  relating  to  restrictions  herein  set forth  shall  thereupon  be
applicable to such new or  additional  or different  shares or securities to the
extent applicable to the shares with respect to which they were distributed.

              C. The grant of any Bonus Shares shall be subject to the condition
that if at any time the  Company  shall  determine  in its  discretion  that the
satisfaction of withholding tax or other  withholding  liabilities,  or that the
listing,  registration,  or qualification of any Bonus Shares upon such exercise
upon any  securities  exchange  or under any state or federal  law,  or that the
consent or approval of any  regulatory  body,  is  necessary  or  desirable as a
condition of, or in connection  with, the issuance of any Bonus Shares,  then in
any such event,  such exercise shall not be effective  unless such  withholding,
listing,  registration,  qualification,  consent,  or  approval  shall have been
effected or obtained free of any conditions not acceptable to the Company.

              D.  Unless  the  Bonus  Shares  covered  by  the  Plan  have  been
registered with the Securities and Exchange  Commission pursuant to Section 5 of
the Securities Act of l933,  each Recipient  shall,  by accepting a Bonus Share,
represent  and agree,  for  himself and his  transferees  by will or the laws of
descent and distribution, that all Bonus Shares were acquired for investment and
not for resale or distribution.  Upon such exercise of any portion of an option,
the person  entitled to exercise the same shall,  upon request of the Committee,
furnish evidence  satisfactory to the Committee  (including a written and signed
representation)  to the effect  that the shares of stock are being  acquired  in
good faith for investment and not for resale or distribution.  Furthermore,  the
Committee  may,  if  it  deems  appropriate,  affix  a  legend  to  certificates
representing  Bonus  Shares  indicating  that such  Bonus  Shares  have not been

<PAGE>

registered  with the  Securities  and Exchange  Commission and may so notify the
Company's  transfer agent.  Such shares may be disposed of by a Recipient in the
following  manner  only:  (l) pursuant to an  effective  registration  statement
covering such resale or reoffer,  (2) pursuant to an applicable  exemption  from
registration  as indicated  in a written  opinion of counsel  acceptable  to the
Company,  or (3) in a transaction that meets all the requirements of Rule l44 of
the Securities and Exchange Commission. If Bonus Shares covered by the Plan have
been   registered  with  the  Securities  and  Exchange   Commission,   no  such
restrictions  on resale shall apply,  except in the case of  Recipients  who are
directors,  officers, or principal shareholders of the Company. Such persons may
dispose of shares only by one of the three aforesaid methods.

         9.  Limitations.  Neither the action of the Company in establishing the
Plan,  nor any action taken by it nor by the Committee  under the Plan,  nor any
provision  of the Plan,  shall be construed as giving to any person the right to
be retained in the employ of the Company.

              Every  right of action by or on  behalf of the  Company  or by any
shareholder  against  any past,  present or future  member of the Board,  or any
officer or  employee of the Company  arising out of or in  connection  with this
Plan  shall,  irrespective  of  the  place  where  action  may  be  brought  and
irrespective of the place of residence of any such director, officer or employee
cease and be barred by the expiration of one year from whichever is the later of
(a) the date of the act or  omission  in  respect  of which such right of action
arises; or (b) the first date upon which there has been made generally available
to  shareholders  an annual report of the Company or any proxy statement for the
annual  meeting of  shareholders  following the issuance of such annual  report,
which annual  report and proxy  statement  alone or together set forth,  for the
related  period,  the number of shares issued pursuant to this Plan; and any and
all right of action by any  employee  (past,  present  or  future)  against  the
Company  arising out of or in connection  with this Plan shall,  irrespective of
the place where action may be brought,  cease and be barred by the expiration of
one year from the date of the act or  omission in respect of which such right of
action arises.

l0.  Amendment,  Suspension or  Termination  of the Plan. The Board of Directors
     may alter, suspend, or discontinue the Plan at any time.

ll.  Governing  Law.  The Plan  shall be  governed  by the laws of the  State of
     Colorado.

l2.  Expenses  of  Administration.  All  costs  and  expenses  incurred  in  the
     operation and administration of this Plan shall be borne by the Company.



<PAGE>


                                  - EXHIBIT A -
                              CEL-SCI CORPORATION
                                STOCK BONUS PLAN

         TO:  Recipient:  PLEASE BE ADVISED that CEL-SCI  Corporation has on the
date hereof  granted to the  Recipient  the number of Bonus  Shares as set forth
under and  pursuant  to the Stock  Bonus  Plan.  Before  these  shares are to be
issued,  the Recipient must deliver to the Committee that  administers the Stock
Bonus Plan an agreement in duplicate, in the form as Exhibit B hereto. The Bonus
Shares are issued subject to the following vesting and transfer limitations.

         Vesting:

         Number of Shares                   Date of Vesting



         Transfer Limitations:



                                           CEL-SCI CORPORATION


                                           By
                Date


<PAGE>


                                  - EXHIBIT B -

CEL-SCI Corporation
8229 Boone Blvd., Suite 802
Vienna,  Virginia  22182

Gentlemen:

     I represent  and agree that said Bonus Shares are being  acquired by me for
investment and that I have no present  intention to transfer,  sell or otherwise
dispose  of such  shares,  except  as  permitted  pursuant  to the  Plan  and in
compliance with applicable  securities  laws, and agree further that said shares
are being acquired by me in accordance with and subject to the terms, provisions
and conditions of said Plan, to all of which I hereby  expressly  assent.  These
agreements   shall  bind  and  inure  to  the   benefit   of  my  heirs,   legal
representatives, successors and assigns.

         My address of record is:


         and my social security number:                              .

                                  Very truly yours,




Receipt of the above is hereby acknowledged.

                                      CEL-SCI CORPORATION

                                       By
        Date                                its