SECURITIES PURCHASE AGREEMENT

                                     Between

                               CEL SCI CORPORATION

                                       and

                         THE INVESTORS SIGNATORY HERETO


                           Dated as of March 21, 2000





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      SECURITIES  PURCHASE AGREEMENT (this  "Agreement"),  dated as of March 15,
2000, among Cel Sci Corporation, a Colorado corporation (the "Company"), and the
investors  signatory  hereto (each such investor is a  "Purchaser"  and all such
investors are, collectively, the "Purchasers").

      WHEREAS,  subject to the terms and conditions set forth in this Agreement,
the  Company  desires to issue and sell to the  Purchasers  and the  Purchasers,
severally and not jointly,  desire to purchase  from the Company,  shares of the
Company's  common  stock,  $.01 par value per share (the  "Common  Stock"),  and
certain  other  securities  of the  Company  as  more  fully  described  in this
Agreement.

      NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this
Agreement,  and for  other  good and  valuable  consideration  the  receipt  and
adequacy  are hereby  acknowledged,  the  Company  and the  Purchasers  agree as
follows:

                                    ARTICLE I
                                PURCHASE AND SALE

      1.1   The Closing.

            (a) The Closing.  (i) Subject to the terms and  conditions set forth
in this  Agreement,  the Company shall issue and sell to the  Purchasers and the
Purchasers  shall,  severally and not jointly,  purchase an aggregate of 933,333
shares of  Common  Stock  (the  "Shares")  for an  aggregate  purchase  price of
$7,000,000.  The closing of the purchase and sale of the Shares (the  "Closing")
shall take place at the offices of Robinson  Silverman  Pearce Aronsohn & Berman
LLP  ("Robinson  Silverman"),  1290 Avenue of the Americas,  New York,  New York
10104, on March 21, 2000. The date of the Closing is hereinafter  referred to as
the "Closing Date."

                  (ii) At the Closing,  the parties shall deliver or shall cause
to be delivered the  following:  (A) the Company shall deliver to each Purchaser
(1) a stock  certificate  representing the number of Shares indicated below such
Purchaser's name on the signature page of this Agreement, registered in the name
of such Purchaser,  (2) a Common Stock purchase warrant,  in the form of Exhibit
A,  registered in the name of such  Purchaser,  pursuant to which such Purchaser
shall  have the right to  acquire  shares of Common  Stock upon the terms and in
such number as set forth therein (each an  "Adjustable  Warrant"),  (3) a Common
Stock purchase warrant, in the form of Exhibit B, registered in the name of such
Purchaser,  pursuant to which such Purchaser shall have the right to acquire the
number of shares of Common Stock  indicated below such  Purchaser's  name on the
signature page of this  Agreement,  upon the terms and at the exercise price set
forth  therein  (each,  a "Closing  Warrant"  and together  with the  Adjustable
Warrants,  the  "Warrants"),  (4) the legal  opinion  of Hart & Trinen,  outside
counsel  to the  Company,  substantially  in the form of  Exhibit C, and (5) all
other documents,  instruments and writings  required to be delivered at or prior
to the Closing by the Company pursuant to this Agreement,  including an executed

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Registration Rights Agreement,  dated the date hereof, among the Company and the
Purchasers, in the form of Exhibit D (the "Registration Rights Agreement"),  and
the  Transfer  Agent  Instructions,  in the form of Exhibit E,  delivered to and
acknowledged   by  the   Company's   transfer   agent   (the   "Transfer   Agent
Instructions");  and (B) each  Purchaser  shall  deliver to the  Company (1) the
purchase price  indicated below such  Purchaser's  name on the signature page to
this Agreement in United States dollars in immediately  available  funds by wire
transfer to an account  designated for such purpose prior to the Closing Date in
writing by the Company, and (2) all documents, instruments and writings required
to have  been  delivered  at or  prior  to the  Closing  Date by such  Purchaser
pursuant to this Agreement, including an executed Registration Rights Agreement.

            1.2 Certain Defined Terms.  For purposes of this  Agreement,"Trading
Day" and "Per Share Market Value" shall have the meanings set forth in Exhibit A
and "Business Day" shall mean 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 or
the  Commonwealth  of Virginia  generally  are  authorized or required by law or
other  governmental   action  to  close.  A  "Person"  means  an  individual  or
corporation,  partnership,  trust,  incorporated or unincorporated  association,
joint venture, limited liability company, joint stock company, government (or an
agency or subdivision thereof) or other entity of any kind.

                                   ARTICLE II
                         REPRESENTATIONS AND WARRANTIES

      2.1  Representations  and  Warranties of the Company.  The Company  hereby
makes the following representations and warranties to the Purchasers:

            (a)  Organization  and  Qualification.  The Company is a corporation
duly  incorporated,  validly existing and in good standing under the laws of the
State of Colorado,  with the requisite  corporate power and authority to own and
use its  properties  and  assets  and to  carry  on its  business  as  currently
conducted.  The Company has no subsidiaries  other than as set forth in Schedule
2.1(a)  (collectively,  the  "Subsidiaries").  Each  of the  Subsidiaries  is an
entity, duly incorporated or otherwise  organized,  validly existing and in good
standing under the laws of the jurisdiction of its incorporation or organization
(as  applicable),  with the  requisite  power and  authority  to own and use its
properties and assets and to carry on its business as currently conducted.  Each
of the Company and the  Subsidiaries  is duly qualified to do business and is in
good standing as a foreign  corporation or other entity in each  jurisdiction in
which the nature of the business  conducted  or property  owned by it makes such
qualification necessary,  except where the failure to be so qualified or in good
standing, as the case may be, could not,  individually or in the aggregate,  (x)
adversely affect the legality,  validity or enforceability of the Securities (as
defined below) or any of this Agreement,  the Registration Rights Agreement, the
Transfer Agent  Instructions  or the Warrants  (collectively,  the  "Transaction
Documents"),  (y) have or result in a material  adverse effect on the results of
operations,  assets,  prospects,  or condition  (financial  or otherwise) of the
Company and the  Subsidiaries,  taken as a whole,  or (z)  adversely  impair the
Company's  ability to perform fully on a timely basis its obligations  under any
of the  Transaction  Documents  (any of (x),  (y) or (z),  a  "Material  Adverse
Effect").

            (b)  Authorization;  Enforcement.  The  Company  has  the  requisite
corporate  power and authority to enter into and to consummate the  transactions
contemplated by each of the Transaction Documents and otherwise to carry out its

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obligations  thereunder.  The execution and delivery of each of the  Transaction
Documents  by  the  Company  and  the  consummation  by it of  the  transactions
contemplated  thereby have been duly  authorized by all necessary  action on the
part of the Company and no further  action is required by the  Company.  Each of
the  Transaction  Documents  has been duly  executed  by the Company  and,  when
delivered in accordance  with the terms hereof,  will  constitute  the valid and
binding obligation of the Company  enforceable against the Company in accordance
with its terms. Neither the Company nor any Subsidiary is in violation of any of
the provisions of its respective certificate of incorporation,  by-laws or other
charter or organizational documents.

            (c) Capitalization. The number of authorized, issued and outstanding
capital  stock  of the  Company  is set  forth in  Schedule  2.1(c).  Except  as
disclosed in Schedule 2.1(c),  the Company owns all of the capital stock of each
Subsidiary.  No  securities  of the Company or any  Subsidiary  are  entitled to
preemptive or similar rights,  nor is any holder of securities of the Company or
any  Subsidiary  entitled to  preemptive  or similar  rights  arising out of any
agreement or  understanding  with the Company or any Subsidiary by virtue of any
of the Transaction Documents.  Except as disclosed in Schedule 2.1(c) and except
as a result of the purchase and sale of the Securities, there are no outstanding
options,  warrants,  script rights to subscribe to, calls or  commitments of any
character  whatsoever  relating  to, or  securities,  or  rights or  obligations
convertible  into or  exchangeable  for,  or  giving  any  Person  any  right to
subscribe for or acquire, any shares of Common Stock, or contracts, commitments,
understandings, or arrangements by which the Company or any Subsidiary is or may
become bound to issue additional shares of Common Stock, or securities or rights
convertible or exchangeable into shares of Common Stock. To the knowledge of the
Company,  except as specifically disclosed in the SEC Reports (as defined below)
or Schedule 2.1(c), no Person or group of related Persons  beneficially owns (as
determined  pursuant to Rule 13d-3 promulgated under the Securities Exchange Act
of 1934,  as  amended  (the  "Exchange  Act")),  or has the right to  acquire by
agreement with or by obligation binding upon the Company,  beneficial  ownership
of in excess of 5% of the Common Stock.

            (d) Issuance of the  Securities.  The Securities are duly authorized
and,  when  issued  and paid for in  accordance  with the terms  hereof  and the
Warrants,   shall   have  been  duly  and   validly   issued,   fully  paid  and
non-assessable,  free and clear of all liens,  encumbrances  and rights of first
refusal of any kind (collectively,  "Liens").  The Company has reserved a number
of duly authorized number of shares of Common Stock for issuance  hereunder upon
exercise of the  Warrants  that is not less than the sum of (i) the Shares to be
issued  hereunder;  (ii) the  number of shares of  Common  Stock  issuable  upon
exercise of the Adjustable Warrants on the First Vesting Date (as defined in the
Adjustable Warrant), assuming for such purposes that, on the First Vesting Date,
each  Purchaser  holds the entire number of Shares  purchased  hereunder and the
Adjustment  Price  equals 50% of the Per Share  Market  Value on the Trading Day
immediately preceding the Closing Date, and (iii) the number of shares of Common
Stock as are issuable upon exercise in full of the Closing  Warrants (the number
of shares of Common  Stock  contemplated  in (i),  (ii) and (iii),  the "Initial
Minimum"). The shares of Common Stock issuable upon exercise of the Warrants are
referred to herein as the "Underlying  Shares." The Shares, the Warrants and the
Underlying Shares are collectively referred to herein as, the "Securities."



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            (e) No Conflicts.  The  execution,  delivery and  performance of the
Transaction  Documents by the Company and the consummation by the Company of the
transactions  contemplated  thereby  do not and  will not (i)  conflict  with or
violate any  provision  of the  Company's  or any  Subsidiary's  certificate  of
incorporation,  bylaws or other charter  documents  (each as amended through the
date hereof),  or (ii) subject to obtaining  the Required  Approvals (as defined
below), conflict with, or constitute a default (or an event which with notice or
lapse of time or both  would  become a  default)  under,  or give to others  any
rights of termination,  amendment, acceleration or cancellation (with or without
notice, lapse of time or both) of, any agreement, credit facility, debt or other
instrument  (evidencing  a Company or  Subsidiary  debt or  otherwise)  or other
understanding  to which the Company or any Subsidiary is a party or by which any
property  or asset of the Company or any  Subsidiary  is bound or  affected,  or
(iii)  result in a violation  of any law,  rule,  regulation,  order,  judgment,
injunction,  decree or other restriction of any court or governmental  authority
to which the Company or a  Subsidiary  is subject  (including  federal and state
securities  laws and  regulations),  or by which  any  property  or asset of the
Company  or a  Subsidiary  is bound or  affected;  except in the case of each of
clauses (ii) and (iii), as could not, individually or in the aggregate,  have or
result in a Material  Adverse  Effect.  The business of the Company is not being
conducted in violation of any law,  ordinance or regulation of any  governmental
authority,  except for violations which, individually or in the aggregate, could
not have or result in a Material Adverse Effect.

            (f)  Filings,  Consents and  Approvals.  Neither the Company nor any
Subsidiary is required to obtain any consent, waiver, authorization or order of,
give any notice to, or make any filing or registration  with, any court or other
federal,  state,  local or other  governmental  authority  or  other  Person  in
connection  with the execution,  delivery and  performance by the Company of the
Transaction  Documents,  other than (i) the filings required pursuant to Section
3.10,  (ii)  the  filing  with  the  Securities  and  Exchange  Commission  (the
"Commission") of a registration  statement meeting the requirements set forth in
the Registration  Rights Agreement and covering the resale of the Shares and the
Underlying  Shares  by  the  Purchasers  (the  "Underlying  Shares  Registration
Statement"),  (iii) the  application(s)  to the American Stock Exchange ("AMEX")
for the listing of the Shares and the Underlying  Shares with the AMEX (and with
any other  national  securities  exchange of market in which the Common Stock is
then listed) in the time and manner required  thereby,  (vi) applicable Blue Sky
filings,  and (v) in all other cases  where the failure to obtain such  consent,
waiver,  authorization  or order,  or to give such notice or make such filing or
registration  could not have or result in,  individually or in the aggregate,  a
Material   Adverse  Effect  (the  items   described  in  clauses   (i)-(vi)  are
collectively, the "Required Approvals").

            (g) Litigation; Proceedings. Except as specified in the SEC Reports,
there  is  no  action,  suit,  inquiry,  notice  of  violation,   proceeding  or
investigation pending or, to the knowledge of the Company, threatened against or
affecting  the  Company or any of its  Subsidiaries  or any of their  respective
properties  before or by any court,  arbitrator,  governmental or administrative
agency or  regulatory  authority  (federal,  state,  county,  local or  foreign)
(collectively,  an  "Action")  which (i)  adversely  affects or  challenges  the
legality,  validity or enforceability of any of the Transaction Documents or the
Securities or (ii) could,  individually or in the aggregate, have or result in a
Material Adverse Effect.



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            (h) No Default or Violation.  Neither the Company nor any Subsidiary
(i) is in default under or in violation of (and no event has occurred  which has
not been waived which,  with notice or lapse of time or both,  would result in a
default by the  Company or any  Subsidiary  under),  nor has the  Company or any
Subsidiary  received notice of a claim that it is in default under or that it is
in violation of, any indenture,  loan or credit agreement or any other agreement
or instrument to which it is a party or by which it or any of its  properties is
bound  (whether or not such default or violation  has been  waived),  (ii) is in
violation of any order of any court,  arbitrator or governmental  body, or (iii)
is in  violation  of  any  statute,  rule  or  regulation  of  any  governmental
authority,  except as could not individually or in the aggregate, have or result
in a Material Adverse Effect.

            (i) Private Offering.  Assuming the accuracy of the  representations
and warranties of the Purchasers  set forth in Sections  2.2(b)-(g),  the offer,
issuance and sale of the Securities to the Purchasers as contemplated hereby are
exempt from the  registration  requirements  of the  Securities  Act of 1933, as
amended (the "Securities Act"). Neither the Company nor any Person acting on its
behalf has taken or is, to the  knowledge of the Company,  contemplating  taking
any action which could subject the offering,  issuance or sale of the Securities
to the registration  requirements of the Securities Act including soliciting any
offer to buy or sell the Securities by means of any form of general solicitation
or advertising.

            (j) SEC  Reports;  Financial  Statements.  The Company has filed all
reports  required to be filed by it under the  Securities  Act, and the Exchange
Act for the two years  preceding the date hereof (or such shorter  period as the
Company was  required by law to file such  material)  (the  foregoing  materials
being  collectively  referred to herein as the "SEC Reports" and,  together with
the Schedules to this Agreement the "Disclosure Materials") on a timely basis or
has received a valid extension of such time of filing and has filed any such SEC
Reports prior to the expiration of any such  extension.  As of their  respective
dates, the SEC Reports  complied in all material  respects with the requirements
of the Securities Act and the Exchange Act and the rules and  regulations of the
Commission  promulgated  thereunder,  and none of the SEC  Reports,  when filed,
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated  therein or necessary in order to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading.  All material agreements to which the Company is a party or to which
the property or assets of the Company are subject which were required  under the

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Securities  Act,  the  Exchange  Act or the  rules  or  regulations  promulgated
thereunder to have been filed with the Commission have been filed as exhibits to
the SEC Reports.  The financial  statements  of the Company  included in the SEC
Reports comply in all material respects with applicable accounting  requirements
and the rules and  regulations  of the  Commission  with  respect  thereto as in
effect at the time of filing.  Such financial  statements  have been prepared in
accordance with generally accepted accounting principles applied on a consistent
basis during the periods involved ("GAAP"), except as may be otherwise specified
in such  financial  statements or the notes  thereto,  and fairly present in all
material  respects the  financial  position of the Company and its  consolidated
subsidiaries  as of and for the dates thereof and the results of operations  and
cash  flows  for the  periods  then  ended,  subject,  in the case of  unaudited
statements, to normal,  immaterial,  year-end audit adjustments.  Since June 30,
1999, except as specifically disclosed in the SEC Reports, (a) there has been no
event,  occurrence  or  development  that has or that could result in a Material
Adverse Effect, (b) the Company has not incurred any liabilities  (contingent or
otherwise)  other  than (x)  liabilities  incurred  in the  ordinary  course  of
business  consistent  with past practice and (y)  liabilities not required to be
reflected in the Company's financial  statements pursuant to GAAP or required to
be  disclosed  in filings  made with the  Commission,  (c) the  Company  has not
altered its method of  accounting  or the  identity of its  auditors and (d) the
Company has not  declared or made any payment or  distribution  of cash or other
property to its  stockholders or officers or directors (other than in compliance
with  existing  Company stock or stock option plans) with respect to its capital
stock, or purchased, redeemed (or made any agreements to purchase or redeem) any
shares of its capital stock.

            (k) Investment Company.  The Company is not, and is not an Affiliate
(as defined in Rule 405 under the Securities  Act) of, an  "investment  company"
within the meaning of the Investment Company Act of 1940, as amended.

            (l)  Certain  Fees.  Except  as  are  payable  to  Reedland  Capital
Partners,  no fees or commissions  will be payable by the Company to any broker,
financial advisor or consultant,  finder,  placement agent,  investment  banker,
bank or other  Person,  with respect to the  transactions  contemplated  by this
Agreement.  The Purchasers  shall have no obligation with respect to any fees or
with  respect to any claims made by or on behalf of other  Persons for fees of a
type  contemplated  in this  Section  that  may be due in  connection  with  the
transactions  contemplated  by this  Agreement.  The Company shall indemnify and
hold harmless the Purchasers, their employees,  officers, directors, agents, and
partners,  and its respective  Affiliates,  from and against all claims, losses,
damages,  costs  (including  the costs of preparation  and attorney's  fees) and
expenses  suffered in respect of any such claimed or existing fees, as such fees
and expenses are incurred.

            (m)  Solicitation  Materials.  Neither  the  Company  nor any Person
acting  on the  Company's  behalf  has  solicited  any  offer to buy or sell the
Securities by means of any form of general solicitation or advertising.

            (n) Form S-3  Eligibility.  The Company is eligible to register  its
Common Stock for resale under Form S-3 promulgated under the Securities Act.

            (o) Listing and  Maintenance  Requirements.  The Company has not, in
the two years  preceding the date hereof  received notice (written or oral) from
the AMEX or any other stock  exchange,  market or trading  facility on which the
Common  Stock is or has been  listed  (or on  which it has been  quoted)  to the
effect that the  Company is not in  compliance  with the listing or  maintenance
requirements of such exchange,  market or trading facility.  The Company is, and
has no reason to believe that it will not in the foreseeable  future continue to
be, in compliance with all such listing and maintenance requirements.

            (p) Patents and Trademarks.  The Company and its Subsidiaries  have,
or have rights to use, all patents, patent applications,  trademarks,  trademark
applications,  service marks, trade names, copyrights, licenses and rights which
are necessary or material for use in connection with their  respective  business
as  described  in the SEC  Reports  (collectively,  the  "Intellectual  Property
Rights") and which the failure to so have would have a Material Adverse Effect .
Neither the Company nor any  Subsidiary  has received a written  notice that the
Intellectual Property Rights used by the Company or its Subsidiaries violates or
infringes  upon the rights of any Person,  to the best knowledge of the Company.
All such  Intellectual  Property Rights are enforceable and there is no existing
infringement by another Person of any of the Intellectual Property Rights.


<PAGE>


            (q) Regulatory Permits. The Company and its Subsidiaries possess all
certificates,  authorizations  and permits  issued by the  appropriate  federal,
state or foreign  regulatory  authorities  necessary to conduct their respective
businesses as described in the SEC Reports,  except where the failure to possess
such permits could not,  individually  or in the aggregate,  have or result in a
Material Adverse Effect  ("Material  Permits"),  and neither the Company nor any
such  Subsidiary  has  received  any  notice  of  proceedings  relating  to  the
revocation or modification of any Material Permit.

            (r) Title. The Company and the Subsidiaries have good and marketable
title in fee simple to all real  property  and personal  property  owned by them
which is material to the business of the Company and its  Subsidiaries,  in each
case free and clear of all Liens, except for Liens as do not affect the value of
such property and do not interfere  with the use made and proposed to be made of
such  property  by the  Company  and its  Subsidiaries.  Any real  property  and
facilities held under lease by the Company and its Subsidiaries are held by them
under valid,  subsisting and enforceable  leases with such exceptions as are not
material and do not  materially  interfere  with the use made and proposed to be
made of such property and buildings by the Company and its Subsidiaries.

            (s)  Registration  Rights;  Rights of  Participation.  Except as set
forth on Schedule 6(b) to the Registration Rights Agreement, the Company has not
granted  or agreed to grant to any Person  any  rights  (including  "piggy-back"
registration  rights) to have any securities of the Company  registered with the
Commission or any other  governmental  authority  which has not been  satisfied.
Except as set forth on Schedule 6(b) to the Registration  Rights  Agreement,  no
Person has any right of first refusal, preemptive right, right of participation,
or any similar right to  participate  in the  transactions  contemplated  by the
Transaction Documents.

            (t) Absence of Certain  Proceedings.  Except as described in the SEC
Reports,  (i) there is no Action  pending or, to the  knowledge  of the Company,
threatened  against  the  Company,  in any  such  case  wherein  an  unfavorable
decision,  ruling or finding could have or result in a Material  Adverse Effect;
(ii)  neither  the  Company  nor any  Subsidiary,  nor any  director  or officer
thereof,  is or has been the  subject  of any  Action  involving  (A) a claim of
violation of or liability under federal or state  securities laws or (B) a claim
of breach of fiduciary duty;  (iii) the Company does not have pending before the
Commission any request for confidential treatment of information and the Company
has no knowledge  of any  expected  such request that would be made prior to the
Effectiveness Date (as defined in the Registration  Rights Agreement);  and (iv)
there  has not been,  and to the best of the  Company's  knowledge  there is not
pending or  contemplated,  any  investigation  by the  Commission  involving the
Company or any current or former director or officer of the Company.

            (u) Labor  Relations.  No material  labor problem  exists or, to the
knowledge of the Company,  is imminent  with respect to any of the  employees of
the Company.



<PAGE>


            (v) Disclosure.  The Company confirms that neither it nor any Person
acting on its behalf has provided the Purchasers or their agents or counsel with
any  information  that  constitutes  or  might  constitute  material  non-public
information.  The Company  understands and confirms that the Purchasers shall be
relying on the foregoing representations in effecting transactions in securities
of the Company. All disclosure provided to the Purchasers regarding the Company,
its business and the transactions  contemplated hereby,  including the Schedules
to this Agreement, furnished by or on behalf of the Company are true and correct
and do not contain any untrue  statement of a material fact or omit to state any
material fact necessary in order to make the statements  made therein,  in light
of the circumstances under which they were made, not misleading.

      2.2  Representations  and  Warranties of the  Purchasers.  Each  Purchaser
hereby for itself and for no other  Purchaser,  represents  and  warrants to the
Company as follows:

            (a)  Organization;  Authority.  Such  Purchaser  is an  entity  duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of the
jurisdiction  of its  organization  with the requisite  corporate or partnership
power  and  authority  to  enter  into  and  to  consummate   the   transactions
contemplated  by the  Transaction  Documents  and  otherwise  to  carry  out its
obligations  thereunder.  The  purchase  by  such  Purchaser  of the  Securities
hereunder has been duly  authorized by all necessary  action on the part of such
Purchaser. Each of this Agreement and the Registration Rights Agreement has been
duly  executed  by such  Purchaser,  and when  delivered  by such  Purchaser  in
accordance with the terms hereof,  will constitute the valid and legally binding
obligation of such  Purchaser,  enforceable  against it in  accordance  with its
terms.

            (b) Investment Intent. Such Purchaser is acquiring the Securities as
principal for its own account for  investment  purposes only and not with a view
to or for distributing or reselling such Securities or any part thereof, without
prejudice, however, to such Purchaser's right, subject to the provisions of this
Agreement  and  the  Registration  Rights  Agreement,  at all  times  to sell or
otherwise dispose of all or any part of such Securities pursuant to an effective
registration   statement  under  the  Securities  Act  and  in  compliance  with
applicable  federal and state  securities  laws or under an exemption  from such
registration.  Nothing  contained  herein  shall be deemed a  representation  or
warranty by such Purchaser to hold Securities for any amount of time.

            (c)  Purchaser  Status.  At the time such  Purchaser was offered the
Securities,  it was,  and at the date  hereof it is, and at each  exercise  date
under the  Warrants,  it will be, an  "accredited  investor"  as defined in Rule
501(a) under the Securities Act.

            (d) Experience of such Purchaser.  Such  Purchaser,  either alone or
together  with its  representatives,  has  such  knowledge,  sophistication  and
experience in business and  financial  matters so as to be capable of evaluating
the merits and risks of the prospective investment in the Securities, and has so
evaluated the merits and risks of such investment.

            (e) Ability of Purchaser to Bear Risk of Investment.  Such Purchaser
is able to bear the economic risk of an investment in the Securities and, at the
present time, is able to afford a complete loss of such investment.



<PAGE>


            (f) Access to Information.  Such Purchaser  acknowledges that it has
reviewed the Disclosure  Materials and has been afforded (i) the  opportunity to
ask such questions as it has deemed  necessary of, and to receive  answers from,
representatives  of the  Company  concerning  the  terms and  conditions  of the
offering  of the  Securities  and the  merits  and  risks  of  investing  in the
Securities;  (ii) access to  information  about the  Company  and the  Company's
financial condition, results of operations, business, properties, management and
prospects  sufficient  to enable it to evaluate  its  investment;  and (iii) the
opportunity to obtain such additional information which the Company possesses or
can acquire without  unreasonable effort or expense that is necessary to make an
informed  investment  decision  with  respect to the  investment.  Neither  such
inquiries  nor  any  other  investigation  conducted  by or on  behalf  of  such
Purchaser or its  representatives or counsel shall modify,  amend or affect such
Purchaser's  right  to rely  on the  truth,  accuracy  and  completeness  of the
Disclosure Materials and the Company's  representations and warranties contained
in the Transaction Documents.

            (g) General  Solicitation.  Such  Purchaser  is not  purchasing  the
Securities as a result of or subsequent to any advertisement, article, notice or
other  communication  regarding  the  Securities  published  in  any  newspaper,
magazine or similar media or broadcast over  television or radio or presented at
any seminar or any other general solicitation or general advertisement.

            (h) Reliance.  Such Purchaser  understands and acknowledges that (i)
the Securities are being offered and sold to it without  registration  under the
Securities  Act in a  private  placement  that is exempt  from the  registration
provisions of the Securities Act and (ii) the  availability  of such  exemption,
depends in part on, and the Company will rely upon the accuracy and truthfulness
of, the foregoing  representations  and such Purchaser  hereby  consents to such
reliance.

            (i) Trading in the Common Stock. During the thirty (30) Trading Days
immediately preceding the Closing Date, such Purchaser has neither established a
position in the Common Stock nor engaged in any trading activity with respect to
the Common Stock.

            The Company  acknowledges  and agrees that no Purchaser makes or has
made representations or warranties with respect to the transactions contemplated
hereby other than those specifically set forth in this Section 2.2.

                                   ARTICLE III
                         OTHER AGREEMENTS OF THE PARTIES

      3.1 Transfer Restrictions. (a) Securities may only be disposed of pursuant
to an effective  registration statement under the Securities Act, to the Company
or pursuant to an available  exemption  from or in a transaction  not subject to
the registration  requirements of the Securities Act, and in compliance with any
applicable federal and state securities laws. In connection with any transfer of
Securities other than pursuant to an effective  registration statement or to the
Company,  except as  otherwise  set forth  herein,  the  Company may require the
transferor  thereof to provide to the Company an opinion of counsel  selected by
the  transferor,  the form and  substance of which  opinion  shall be reasonably
satisfactory  to the Company,  to the effect that such transfer does not require
registration  under the  Securities  Act.  Notwithstanding  the  foregoing,  the

<PAGE>

Company,  without  requiring a legal  opinion as  described  in the  immediately
preceding  sentence,  hereby  consents to and agrees to register on the books of
the Company and with any transfer  agent for the  securities  of the Company any
transfer of  Securities  by a Purchaser to an Affiliate of such  Purchaser or to
one or more  funds  or  managed  accounts  under  common  management  with  such
Purchaser,  and any transfer  among any such  Affiliates or one or more funds or
managed  accounts,  provided that:  (A) the transferee  certifies to the Company
that it is an "accredited  investor" within the meaning of Rule 501(a) under the
Securities  Act and that it is acquiring the  Securities  solely for  investment
purposes (subject to the  qualifications  hereof) and (B) any such transfer does
not constitute a public distribution of securities.  As a condition of transfer,
any such  transferee  shall  agree in  writing  to be bound by the terms of this
Agreement and shall have the rights of a Purchaser  under this Agreement and the
Registration Rights Agreement.

            (b) The Purchasers  agree to the imprinting,  so long as is required
by this Section 3.1(b), of the following legend on the Securities:

            [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,  OR IN A
      TRANSACTION  NOT  SUBJECT  TO,  THE   REGISTRATION   REQUIREMENTS  OF  THE
      SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

            Neither  Shares nor  Underlying  Shares shall contain the legend set
forth  above  nor any  other  legend  at any  time  while an  Underlying  Shares
Registration  Statement is effective  under the  Securities Act or, in the event
there is not an effective Underlying Shares Registration  Statement at such time
if such legend is not required under  applicable  requirements of the Securities
Act (including judicial  interpretations and pronouncements  issued by the staff
of the  Commission).  The  Company  shall  cause its  counsel to issue the legal
opinion  included in the Transfer Agent  Instructions to the Company's  transfer
agent on the day that such Underlying Shares Registration  Statement is declared
effective by the Commission (the "Effective  Date").  The Company agrees that if
any Shares or Underlying Shares are issued with a legend in accordance with this
Section 3.1(b), it will, within three (3) Trading Days after request therefor by
a Purchaser and the surrender by such Purchaser of the certificate  representing
the  applicable  Shares or  Underlying  Shares,  provide such  Purchaser  with a
certificate or certificates  representing such Shares or Underlying Shares, free
from such legend at such time as such legend would not have been required  under
this Section 3.1(b) had such issuance occurred on the date of such request.  The
Company may not make any  notation on its  records or give  instructions  to any
transfer  agent of the Company  which enlarge the  restrictions  of transfer set
forth in this Section.

      3.2 Acknowledgment of Dilution. The Company acknowledges that the issuance
of  Underlying  Shares upon  exercise of the Warrants will result in dilution of
the outstanding  shares of Common Stock, which dilution may be substantial under
certain market conditions.  The Company further acknowledges that its obligation
to issue Underlying  Shares upon exercise of the Warrants  pursuant to the terms
thereof  is  unconditional  and  absolute  regardless  of the effect of any such
dilution.


<PAGE>


      3.3 Furnishing of  Information.  As long as the Purchasers own Securities,
the Company  covenants to timely file (or obtain  extensions in respect  thereof
and file within the applicable grace period) all reports required to be filed by
the Company  after the date hereof  pursuant to the Exchange Act. So long as the
Purchasers  own  Securities,  if the  Company is not  required  to file  reports
pursuant to such laws,  it will prepare and furnish to the  Purchasers  and make
publicly  available  in  accordance  with  Rule  144(c)  promulgated  under  the
Securities  Act such  information  as is required for the Purchasers to sell the
Securities  under Rule 144  promulgated  under the  Securities  Act. The Company
further  covenants  that it will  take  such  further  action  as any  holder of
Securities may reasonably request,  all to the extent required from time to time
to enable such Person to sell Underlying Shares without  registration  under the
Securities  Act within the  limitation  of the  exemptions  provided by Rule 144
promulgated  under the Securities  Act,  including the legal opinion  referenced
above in this  Section.  Upon the request of any such Person,  the Company shall
deliver to such Person a written  certification of a duly authorized  officer as
to whether it has complied with such requirements.

      3.4 Integration.  The Company shall not, and shall use its best efforts to
ensure that, no Affiliate of the Company shall,  sell, offer for sale or solicit
offers to buy or  otherwise  negotiate in respect of any security (as defined in
Section 2 of the Securities Act) that would be integrated with the offer or sale
of the  Securities  in a manner that would  require the  registration  under the
Securities  Act of the sale of the Securities to the Purchasers or that would be
integrated  with the offer or sale of the  Securities  for purposes of the rules
and regulations of the AMEX.

      3.5 Increase in Authorized Shares. If on any date the Company would be, if
a notice of exercise were to be delivered on such date,  precluded  from issuing
the sum of (i) 200% of the  number  of  Underlying  Shares  then  issuable  upon
exercise in full of the  Adjustable  Warrants and (ii) the number of  Underlying
Shares  issuable  upon  exercise in full of the Closing  Warrants  (the "Current
Required  Minimum")  due  to  the  unavailability  of  a  sufficient  number  of
authorized  but unissued or reserved  shares of Common Stock,  then the Board of
Directors of the Company  shall  promptly  (and in any case,  within 30 Business
Days from such date) prepare and mail to the  stockholders  of the Company proxy
materials   requesting   authorization  to  amend  the  Company's   articles  of
incorporation to increase the number of shares of Common Stock which the Company
is  authorized  to issue to at least  such  number of  shares  as is  reasonably
adequate  to enable  the  Company  to comply  with its  issuance,  exercise  and
reservation  of  shares  obligations  as set  forth  in this  Agreement  and the
Warrants  (the sum of (x) the number of shares of Common Stock then  outstanding
plus all  shares of Common  Stock  issuable  upon  exercise  of all  outstanding
options,  warrants and convertible  instruments other than the Warrants, and (y)
the Current  Required  Minimum,  shall be a reasonable  number).  In  connection
therewith, the Board of Directors shall (a) adopt proper resolutions authorizing
such  increase,  (b) recommend to and otherwise use its best efforts to promptly
and duly obtain  stockholder  approval to carry out such resolutions (and hold a
special  meeting of the  stockholders  no later than the earlier to occur of the
60th day after delivery of the proxy materials  relating to such meeting and the
90th day after request by a holder of Warrants to issue the number of Underlying
Shares in  accordance  with the terms  hereof) and (c) within five (5)  Business
Days of obtaining such stockholder authorization,  file an appropriate amendment
to the Company's articles of incorporation to evidence such increase.



<PAGE>


      3.6  Reservation and Listing of Underlying  Shares.  (a) The Company shall
(i) in the time  and  manner  required  by the  AMEX  and  such  other  national
securities  exchange  or market or trading or  quotation  facility  on which the
Common  Stock is then  listed for  trading,  prepare and file with the AMEX (and
such other  national  securities  exchange  or market or  trading  or  quotation
facility  on which the Common  Stock is then listed for  trading) an  additional
shares listing application  covering a number of shares of Common Stock which is
not less than the Initial  Minimum,  (ii) take all steps necessary to cause such
shares of Common Stock to be approved for listing in the AMEX (as well as on any
such other  national  securities  exchange  or market or  trading  or  quotation
facility  on  which  the  Common  Stock  is then  listed)  as  soon as  possible
thereafter,  and (iii) provide to the Purchasers  evidence of such listing,  and
the Company  shall  maintain  the listing of its Common  Stock  thereon.  If the
number of  Underlying  Shares  issuable  upon  exercise of the then  unexercised
portion  of the  Warrants  exceeds  85%  of  the  number  of  Underlying  Shares
previously  listed on account  thereof  with AMEX (and any such  other  required
exchanges),  then the Company  shall take the necessary  actions to  immediately
list a number of  Underlying  Shares  as  equals  no less than the then  Current
Required Minimum with respect thereto.

            (b) The Company  shall  maintain a reserve of shares of Common Stock
for  issuance  upon  exercise  in full of the  Warrants in  accordance  with the
Warrants,  in such amount as may be required to fulfill its  obligations in full
under the  Warrants,  which  reserve  shall equal no less than the then  Current
Required Minimum.

      3.7 Exercise  Procedures.  The  Transfer  Agent  Instructions  and Form of
Election to Purchase under the Warrants set forth the totality of the procedures
with  respect  to the  exercise  of the  Warrants,  including  the form of legal
opinion,  if necessary,  that shall be rendered to the Company's  transfer agent
and such other  information and  instructions as may be reasonably  necessary to
enable the Purchasers to exercise the Warrants.

      3.8 Notice of Breaches.  Each of the Company and the Purchasers shall give
prompt  written  notice to the other of any breach by it of any  representation,
warranty or other agreement  contained in any Transaction  Document,  as well as
any events or occurrences  arising after the date hereof which would  reasonably
be likely to cause any  representation  or warranty or other  agreement  of such
party, as the case may be,  contained  therein to be incorrect or breached as of
the Closing Date.  However,  no  disclosure by a party  pursuant to this Section
shall be deemed  to cure any  breach of any  representation,  warranty  or other
agreement contained in any Transaction Document.

      3.9 Certain Securities Laws Disclosures; Publicity. The Company shall: (i)
on the  Closing  Date,  issue  a  press  release  acceptable  to the  Purchasers
disclosing the transactions contemplated hereby, (ii) file with the Commission a
Report  on Form 8-K or Form 10-Q (as  applicable)  disclosing  the  transactions
contemplated  hereby within ten (10)  Business Days after the Closing Date,  and
(iii) timely file with the Commission a Form D promulgated  under the Securities
Act as required  under  Regulation D promulgated  under the  Securities  Act and
provide a copy thereof to the Purchasers promptly after the filing thereof.  The
Company  shall,  no less than one (1)  Business  Days prior to the filing of any
disclosure  required by clauses (ii) and (iii) above,  provide a copy thereof to

<PAGE>

the Purchasers.  The Company and the Purchasers shall consult with each other in
issuing any press releases or otherwise making public  statements or filings and
other  communications  with the  Commission  or any  regulatory  agency or stock
market or trading facility with respect to the transactions  contemplated hereby
and neither party shall issue any such press release or otherwise  make any such
public statement, filings or other communications pertaining to the transactions
contemplated  hereby  without  the prior  written  consent of the  other,  which
consent  shall not be  unreasonably  withheld or  delayed,  except that no prior
consent shall be required if such disclosure is required by law and such consent
can not  reasonably  be expected to be  received  prior to the time  required to
complete such filing or make such statement in accordance  with such  applicable
law, in which such case the disclosing  party shall provide the other party with
prior  notice  of  such  public  statement,   filing  or  other   communication.
Notwithstanding the foregoing,  the Company shall not publicly disclose the name
of a  Purchaser,  or include  the name of a  Purchaser  in any  filing  with the
Commission,  or any regulatory agency,  trading facility or stock market without
the  prior  written  consent  of  such  Purchaser,  except  to the  extent  such
disclosure  (but not any disclosure as to the  controlling  Persons  thereof) is
required by law, in which case the Company  shall  provide such  Purchaser  with
prior notice of such disclosure.

      3.10 Transfer of Intellectual  Property Rights.  Except in connection with
the sale of all or substantially  all of the assets of the Company,  the Company
shall not  transfer,  sell or  otherwise  dispose of any  Intellectual  Property
Rights,  or allow any of the  Intellectual  Property Rights to become subject to
any Liens, or fail to renew such Intellectual  Property Rights (if renewable and
it would otherwise  lapse if not renewed),  without the prior written consent of
the  Purchasers.  Notwithstanding  anything  contained in this  Agreement or the
other Transaction Documents to the contrary,  the Company will not be restricted
from selling,  transferring  or otherwise  disposing of: (i) any interest in its
subsidiaries:  Viral  Technology,  Inc. or  MaxPharma,  (ii) any interest in its
HGP-30 or AIDS technology,  (iii) any interest in its L.E.A.P.S.  technology, or
(iv) so long as any sale,  transfer or disposition is made to a corporation with
gross annual revenues of at least $100,000,000 or a market  capitalization of at
least $500,000,000 any interest in its other  Intellectual  Property Rights. The
restriction  provided by this  Section  3.11 will expire on the earlier of three
(3) years from the date of this  Agreement or the date the  Purchasers no longer
own any Shares.

      3.11 Use of Proceeds. The Company shall use the net proceeds from the sale
of the  Securities  hereunder  for  working  capital  purposes  and  not for the
satisfaction  of any portion of the Company's debt  (excluding  payment of trade
payables in the ordinary course of the Company's  business and prior practices),
to redeem any Company  equity or  equity-equivalent  securities or to settle any
outstanding litigation. Pending application of the proceeds of this placement in
the manner permitted  hereby,  the Company will invest such proceeds in interest
bearing accounts and/or short-term, investment grade interest bearing securities

      3.12  Reimbursement.  If any Purchaser,  other than by reason of its gross
negligence or willful  misconduct or other than in connection  with an agreement
between such  Purchaser  and a Person other than the Company or the formation or
governing  documents of such Purchaser,  becomes involved in any capacity in any
action,  proceeding or investigation brought by or against any Person, including
stockholders  of  the  Company,  in  connection  with  or  as a  result  of  the
consummation  of the  transactions  contemplated by Transaction  Documents,  the
Company  will  reimburse  such  Purchaser  for its  reasonable  legal  and other

<PAGE>

expenses  (including the cost of any investigation and preparation and travel in
connection  therewith)  incurred in connection  therewith,  as such expenses are
incurred. In addition, other than with respect to any matter in which any of the
Purchasers is a named party, the Company will pay such Purchaser the charges, as
reasonably  determined  by such  Purchaser,  for the  time  of any  officers  or
employees  of such  Purchaser  devoted to appearing  and  preparing to appear as
witnesses, assisting in preparation for hearings, trials or pretrial matters, or
otherwise with respect to inquiries,  hearings,  trials,  and other  proceedings
relating to the subject matter of this Agreement. The reimbursement  obligations
of the Company under this paragraph  shall be in addition to any liability which
the Company may otherwise have,  shall extend upon the same terms and conditions
to any  Affiliates  of the  Purchasers  who are  actually  named in such action,
proceeding or  investigation,  and partners,  directors,  agents,  employees and
controlling persons (if any), as the case may be, of the Purchasers and any such
Affiliate, and shall be binding upon and inure to the benefit of any successors,
assigns,  heirs and personal  representatives of the Company, the Purchasers and
any such Affiliate and any such Person. The Company also agrees that neither the
Purchasers nor any such Affiliates,  partners,  directors,  agents, employees or
controlling  persons  shall  have any  liability  to the  Company  or any Person
asserting  claims on behalf of or in right of the Company in connection  with or
as a result  of the  consummation  of the  Transaction  Documents  except to the
extent that any losses, claims, damages, liabilities or expenses incurred by the
Company result from the gross negligence or willful misconduct of the applicable
Purchaser or entity in connection  with the  transactions  contemplated  by this
Agreement.

      3.13  Redemption at the Option of the Company.

            (a) Subject to the  provisions  of this  Section,  commencing on the
Effective Date, the Company shall have the right, upon thirty (30) Trading Days'
notice to the  Purchasers  which may not be given until after the Effective Date
(an  "Optional  Redemption  Notice"  and the date such notice is received by the
Purchasers,  the "Notice  Date"),  to redeem all or a portion of the Shares then
held by the  Purchasers at a cash price equal to the Optional  Redemption  Price
(as defined below).  The Company may only deliver an Optional  Redemption Notice
to the  Purchasers  if, on the Notice  Date:  (i) either  there is an  effective
Underlying Shares  Registration  Statement  pursuant to which the Purchasers are
permitted to utilize the  prospectus  thereunder to sell Shares or Shares may be
sold without  volume  restrictions  pursuant to Rule 144  promulgated  under the
Securities  Act, as determined  by counsel to the Company  pursuant to a written
opinion  letter,  addressed  and  delivered  prior  to the  Notice  Date  to the
Company's transfer agent in the form and substance  acceptable to the Purchasers
and such  transfer  agent and (ii) the Common Stock is listed for trading on the
AMEX or on a Subsequent Market (as defined in the Adjustable  Warrants).  If any
of the  foregoing  conditions  shall  cease to be in effect  during  the  period
between the Notice Date and the date the Optional  Redemption Payment is paid in
full,  then the  Purchasers  subject to such  redemption  may elect,  by written
notice to the Company  given at any time after any of the  foregoing  conditions
shall  cease  to  be  in  effect,  to  invalidate  ab  initio  such  redemption,
notwithstanding  anything herein  contained to the contrary.  The Purchasers may
sell any portion of the Shares subject to an Optional Redemption Notice prior to
the date that the Optional Redemption Price is due and paid in full.

            (b) The Optional  Redemption  Price is due on the  thirtieth  (30th)
Trading Day following the Notice Date. If any portion of the Optional Redemption
Price shall not be paid by the Company by  expiration of such  thirtieth  (30th)
Trading Day,  interest shall accrue thereon at the rate of 18% per annum (or the
maximum rate permitted by applicable law,  whichever is less) until the Optional
Redemption  Price plus all such  interest is paid in full.  In addition,  if any
portion of the Optional  Redemption  Price remains  unpaid after such date,  the
Purchasers  subject  to such  redemption  may elect,  by  written  notice to the
Company given at any time  thereafter,  to invalidate ab initio such redemption,
notwithstanding anything herein contained to the contrary. If a Purchaser elects
to invalidate such redemption the Company shall promptly, and, in any event, not
later than three (3) Trading  Days from  receipt of such  Purchaser's  notice of
such election, return to such Purchaser all of the Shares for which the Optional
Redemption Price shall not have been paid in full.

<PAGE>


            (c) The  "Optional  Redemption  Price" for each Share to be redeemed
shall equal the sum of (i) 120%  multiplied by the greater of (A) the average of
the Per Share Market Values for the five (5) Trading Days immediately  preceding
the date the Optional  Redemption Price is paid in full, and (B) the most recent
Adjustment  Price (as defined in the Adjustable  Warrants),  or if such optional
redemption occurs prior to the First Vesting Date, the Initial Closing Price (as
defined in the Adjustable Warrants), and (ii) all other amounts, costs, expenses
and liquidated damages due in respect of such Shares.

            3.14  Redemption at the Option of the Purchasers.

            (a) Upon the  occurrence of a Triggering  Event (as defined  below),
each  Purchaser  shall have the right,  exercisable  at the sole  option of such
Purchaser,  to require the Company to redeem all or a portion of the Shares then
held by such Purchaser for a redemption  price, in cash,  equal to the Mandatory
Redemption Price (as defined below). The Mandatory Redemption Price shall be due
and payable within five (5) Trading Days of the date on which the notice for the
payment  therefor is provided by a Purchaser (the date such notice is delivered,
the  "Mandatory  Redemption  Date").  If the Company  fails to pay the Mandatory
Redemption  Price  hereunder  in full  pursuant to this Section on the date such
amount is due in  accordance  with this  Section,  the Company will pay interest
thereon at a rate of 18% per annum (or the lesser amount permitted by applicable
law),  accruing daily from such date until the Mandatory  Redemption Price, plus
all such interest thereon, is paid in full.

            (b) A  "Triggering  Event"  means  any one or more of the  following
events  (whatever the reason and whether it shall be voluntary or involuntary or
effected by operation of law or pursuant to any judgment, decree or order of any
court, or any order,  rule or regulation of any  administrative  or governmental
body):

                  (i)  after  the  Effective  Date,  the  effectiveness  of  the
Underlying Shares Registration Statement lapses for any reason or the Purchasers
shall not be  permitted  to resell  Registrable  Securities  (as  defined in the
Registration   Rights  Agreement)  under  the  Underlying  Shares   Registration
Statement, in either case, for more than an aggregate of thirty (30) days (which
need not be consecutive days);

                  (ii) for an aggregate  of five (5)  consecutive  days,  at the
direction of the Company or due to events or circumstances within the control of
the  Company,  there shall be no closing bid prices for the Company  reported by
Bloomberg  Information  Services,  Inc. (or any successor  entity thereto to the
function of reporting stock prices);

                  (iii) the failure of the Common Stock to be listed for trading
on the AMEX or on a Subsequent Market or the suspension of the Common Stock from
trading on the AMEX or on a Subsequent  Market, in either case, at the direction
of the  Company  or due to events or  circumstances  within  the  control of the
Company;

<PAGE>

                  (iv) the  Company  shall  either  be a party to any  Change of
Control  Transaction  (as defined below) or agree to sell (in one or a series of
related  transactions)  all or  substantially  all of its assets (whether or not
such sale would constitute a Change of Control Transaction).  "Change of Control
Transaction"  means 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 Exchange Act) of effective  control (whether
through  legal or  beneficial  ownership  of capital  stock of the  Company,  by
contract  or  otherwise)  of in excess of 33% of the  voting  securities  of the
Company, except as a result of a tender offer to the holders of the Common Stock
that is not approved by the Board,  (ii) a replacement  at one time or over time
of more than one-half of the members of the Company's  board of directors  which
is not approved by a majority of those  individuals who are members of the board
of  directors  on the date  hereof (or by those  individuals  who are serving as
members of the board of directors on any date whose  nomination  to the board of
directors  was  approved by a majority of the members of the board of  directors
who are members on the date  hereof),  (iii) the merger of the  Company  with or
into  another  entity  which  either is not listed for  trading on the AMEX or a
Subsequent  Market or in which the holders of the Company's  securities prior to
the  first  such  transaction  do not own a  minimum  of 51% of the  outstanding
capital stock of the surviving  entity,  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) - (iii);

                  (v) the  Company  shall fail to  observe or perform  any other
covenant,  agreement or warranty contained in, or otherwise commit any breach of
the Transaction  Documents,  and such failure or breach shall not, if subject to
the  possibility  of a cure by the Company,  have been remedied  within five (5)
days after the date on which  notice of such  failure or breach  shall have been
given.

                  (vi) there shall have occurred a "Triggering  Event" under the
Company's Securities Purchase Agreement,  dated December 8, 1999, except that no
Triggering  Event hereunder will be deemed to have occurred if the Company shall
have complied with its obligations under Section 3(c) of the Registration Rights
Agreement,  dated as of December 8, 1999,  among the Purchasers and the Company,
by timely filing the additional  registration  statement, if any, required to be
filed under such agreement, unless such additional registration statement is not
declared  effective by the  Commission  by the 70th day  following the date that
such registration statement was first required to have been filed.

            (c)  Notwithstanding  anything herein to the contrary,  in the event
one or more of the  Triggering  Events  would  cause the  Company's  auditors to
characterize  the issuance of the Shares as a debt issuance then the Company and
the  Purchasers  agree to discuss any changes to the  Transaction  Documents  in
order to  avoid  the  characterization  of the  issuance  of the  Shares  by the
Company's auditors as a debt issuance. The "Mandatory Redemption Price" for each
Share to be redeemed  shall equal the sum of (i) 120%  multiplied by the greater
of (A) the average of the Per Share Market  Values for the five (5) Trading Days
preceding the Mandatory Redemption Date, (B) the average of the Per Share Market
Values  for the five  (5)  Trading  Days  preceding  the  date  the  {Mandatory}
Redemption Price is paid in full, and (C) the most recent  Adjustment  Price, or
if such optional  redemption occurs prior to the First Vesting Date, the Initial
Closing  Price,  and (ii) all other  amounts,  costs,  expenses  and  liquidated
damages due in respect of such Shares.

<PAGE>

            3.15 Certain Trading  Restrictions.  Each Purchaser agrees that from
the period  commencing on the Closing Date and ending on the Expiration Date (as
defined in the  Adjustable  Warrants)  it will not,  during the 35 Trading  Days
preceding each Vesting Date (as defined in the Adjustable Warrants),  enter into
any Short Sales (as defined herein). For purposes of this Section 3.16, a "Short
Sale" by a Purchaser shall mean a sale of Common Stock by such Purchaser that is
marked as a short  sale and that is made at a time when  there is no  equivalent
offsetting long position in Common Stock held by the Purchaser.  For purposes of
determining  whether there is an equivalent  offsetting  long position in Common
Stock  held by a  Purchaser,  Warrant  Shares  that have not yet been  issued on
exercise of the Warrants held by a Purchaser  shall be deemed to be held long by
such Purchaser.

                                   ARTICLE IV
                                  MISCELLANEOUS

            4.1 Fees and Expenses.  At the Closing the Company  shall  reimburse
the Purchasers for their legal fees and expenses incurred in connection with the
preparation and  negotiation of the Transaction  Documents by paying to Robinson
Silverman  $25,000  for  the  preparation  and  negotiation  of the  Transaction
Documents.  Other than the amounts  contemplated  in the  immediately  preceding
sentence,  and  except  as  otherwise  set  forth  in  the  Registration  Rights
Agreement, each party shall pay the fees and expenses of its advisers,  counsel,
accountants and other experts,  if any, and all other expenses  incurred by such
party  incident  to  the  negotiation,   preparation,  execution,  delivery  and
performance of this  Agreement.  The Company shall pay all stamp and other taxes
and duties levied in connection with the issuance of the Securities.

            4.2  Entire  Agreement;   Amendments.   The  Transaction  Documents,
together   with  the  Exhibits  and  Schedules   thereto,   contain  the  entire
understanding  of the  parties  with  respect to the subject  matter  hereof and
supersede all prior agreements and understandings, oral or written, with respect
to such  matters,  which the  parties  acknowledge  have been  merged  into such
documents, exhibits and schedules.

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

      If to the Company:       Cel Sci Corporation
                               8229 Boone Boulevard, Suite 802
                               Vienna, Virginia 22182
                               Facsimile No.: (703) 506-9460
                               Attn: Chief Financial Officer

<PAGE>

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

      If to a Purchaser:       To the address set forth under such
                               Purchaser's name on the signature
                               pages hereto.

or such other  address as may be designated  in writing  hereafter,  in the same
manner, by such Person.

            4.4  Amendments;  Waivers.  No  provision of this  Agreement  may be
waived  or  amended  except in a written  instrument  signed,  in the case of an
amendment,  by both the Company and the  Purchasers or, in the case of a waiver,
by the party against whom enforcement of any such waiver is sought. No waiver of
any default with respect to any  provision,  condition  or  requirement  of this
Agreement shall be deemed to be a continuing waiver in the future or a waiver of
any other  provision,  condition or requirement  hereof,  nor shall any delay or
omission of either  party to exercise any right  hereunder in any manner  impair
the exercise of any such right accruing to it thereafter.

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

            4.6 Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties and their successors and permitted  assigns.
The Company may not assign this Agreement or any rights or obligations hereunder
without  the prior  written  consent of the  Purchasers.  Except as set forth in
Section  3.1(a),  the  Purchasers  may not assign this  Agreement  or any of the
rights or  obligations  hereunder  without  the  consent  of the  Company.  This
provision  shall not limit  any  Purchaser's  right to  transfer  securities  or
transfer or assign rights under the Registration Rights Agreement.

            4.7 No Third-Party Beneficiaries. This Agreement is intended for the
benefit of the parties  hereto and their  respective  successors  and  permitted
assigns and is not for the benefit of, nor may any provision  hereof be enforced
by, any other Person.

            4.8 Governing Law. 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 the Transaction Documents 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.

            4.9  Survival.  The  representations,   warranties,  agreements  and
covenants  contained  herein  shall  survive the Closing  and the  delivery  and
exercise of the Warrants.

<PAGE>

            4.10  Execution.  This  Agreement  may be  executed  in two or  more
counterparts,  all of which when taken  together shall be considered one and the
same agreement and shall become effective when  counterparts have been signed by
each party and  delivered  to the other  party,  it being  understood  that both
parties need not sign the same  counterpart.  In the event that any signature is
delivered by facsimile  transmission,  such  signature  shall create a valid and
binding  obligation of the party executing (or on whose behalf such signature is
executed) the same with the same force and effect as if such facsimile signature
page were an original thereof.

            4.11 Severability. In case any one or more of the provisions of this
Agreement  shall be invalid or  unenforceable  in any respect,  the validity and
enforceability of the remaining terms and provisions of this Agreement shall not
in any way be  affecting  or impaired  thereby and the parties  will  attempt to
agree  upon a valid  and  enforceable  provision  which  shall  be a  reasonable
substitute  therefor,  and upon so agreeing,  shall  incorporate such substitute
provision in this Agreement.

            4.12 Remedies.  In addition to being entitled to exercise all rights
provided herein or granted by law, including recovery of damages, the Purchasers
will be entitled to specific performance of the obligations of the Company under
the  Transaction  Documents.  Each of the Company and the Purchasers  agree that
monetary  damages  may not be  adequate  compensation  for any loss  incurred by
reason of any breach of its obligations  described in the foregoing sentence and
hereby  agrees  to waive in any  action  for  specific  performance  of any such
obligation the defense that a remedy at law would be adequate.

            4.13 Independent  Nature of Purchasers'  Obligations and Rights. The
obligations of each Purchaser under any Transaction  Document is several and not
joint with the  obligations of any other  Purchaser,  and no Purchaser  shall be
responsible  in any way for the  performance  of the  obligations  of any  other
Purchaser under any Transaction  Document.  Nothing  contained  herein or in any
Transaction  Document,  and no action taken by any Purchaser  pursuant  thereto,
shall be deemed to constitute the Purchasers as a partnership, an association, a
joint  venture  or any other kind of entity,  or create a  presumption  that the
Purchasers are in any way acting in concert with respect to such  obligations or
the transactions  contemplated by the Transaction Document. Each Purchaser shall
be entitled to independently  protect and enforce its rights,  including without
limitation the rights  arising out of this  Agreement or out of the  Transaction
Documents, and it shall not be necessary for any other Purchaser to be joined as
an additional party in any proceeding for such purpose.




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<PAGE>



            IN WITNESS  WHEREOF,  the parties hereto have caused this Securities
Purchase   Agreement  to  be  duly  executed  by  their  respective   authorized
signatories as of the date first indicated above.

                  .               CEL SCI CORPORATION

                                  By:_____________________________________
                                      Name:
                                      Title:







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<PAGE>


                              ADVANTAGE FUND II LTD.

                              By:_____________________________________
                                      Name:
                                     Title:

                         Purchase Price for Shares to be
                         acquired at Closing:                       $4,000,000

                         Number of Shares to be acquired at
                         Closing:                                      533,333

                         Warrant Shares subject to Closing
                         Warrant:                                      214,724

                         Address for Notice:

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

                              With copies to:

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

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



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<PAGE>


                              KOCH INVESTMENT GROUP LTD.


                             By:_____________________________________
                                  Name:
                                 Title:

                              Purchase Price for Shares to be
                              acquired at Closing:                 $3,000,000

                              Number of Shares to be acquired at
                              Closing:                                400,000

                              Warrant Shares subject to Closing
                              Warrant:                                161,043

                              Address for Notice:

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

<PAGE>

                               CEL-SCI CORPORATION
                                    SCHEDULES

Schedule 2.1 (a)  Subsidiaries:

               The Company has the following subsidiaries:

               Viral Technologies, Inc.
               MaxPharma

Schedule 2.1 (c)  Capitalization

                                                               Number of
                                                                Shares

Shares outstanding as of March 14, 2000                       20,314,873

Shares issuable upon exercise of Series A and
Series B Warrants                                              1,100,000

Shares issuable upon exercise of sales agent warrants             75,000

Shares issuable upon exercise of options granted
to financial and investor relations consultants                  305,000

Shares issuable upon exercise of warrants issued in
connection with exchange offer                                   116,405

Shares issuable upon exercise of callable warrants held by
Advantage Fund II, Ltd. and Koch Investment Group, Ltd.          402,007

Advantage Fund II, Ltd. and Koch Investment Group, Ltd. -
shares issuable upon exercise of Adjustable Warrants                  (1)

Former underwriter.  Shares issuable upon exercise of warrants.   10,000

Shares issuable upon exercise of options and warrants
granted to Company's officers, directors, employees,
consultants and third parties.                                 3,153,448

(1) Number of shares  issuable upon exercise of  Adjustable  Warrants  cannot be
determined at this time.


<PAGE>

                               CEL-SCI CORPORATION
                           SCHEDULE TO EXHIBIT 10 (m)

    The form of the Securities  Purchase Agreement was filed as Exhibit 10(m) as
part of the Company's original filing.

    This schedule provides information  regarding those persons who were parties
to the acquired the Company's securities pursuant to the terms of the Securities
Purchase  Agreement as well as other  information  required by  Instruction 2 to
Item 601 of Regulation S-K.

    The names and addresses of the investors which are parties to the Securities
Purchase Agreement, and the shares and warrants issued to the investors, are:

      Name and Address              Number of Shares        Series C Warrants

      Advantage Fund II Ltd.           533,333                214,724
      c/o CITCO
      Kaya Flamboyan 9
      Curacao, Netherlands Antilles
      Attention: W.R. Webber

      Koch Investment Group, Ltd.      400,000                161,043
      4111 East 37th Street North
      Wichita, Kansas 67270
      Attention: Josh Taylor

      Mooring Capital Fund              93,333                 37,577
      8614 Westwood Center Drive
      Suite 650
      Vienna, Virginia  22182

The  Series C  Warrant  is  sometimes  referred  to in the  Securities  Purchase
Agreement as the "Callable Warrant".  The exercise price of the Series C Warrant
is $8.50 per share.

The  Series D  Warrant  is  sometimes  referred  to in the  Securities  Purchase
Agreement as the "Adjustable  Warrant".  The investors listed above all received
Series D Warrants in the  transaction.  However,  the number of shares  issuable
pursuant to the Series D Warrants cannot be determined at this time.



<PAGE>



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Series C         The Series A Warrants allow the investors the purchase  shares
Warrants         of the  Company's  common  stock at a price of $8.50 per share
                 at any time prior to March 21, 2003.

                 The Series A Warrant are callable by the Company if the
                 closing price of the Company's common stock is above $25.00 for
                 20 consecutive trading days.
-------------------------------------------------------------------------------
Series D         The Series D Warrants  allow the investors to acquire  shares
Warrants         of  the  Company's   common  stock  at  a  nominal  price  in
                 accordance with the following terms:

                 If subsequent  to March 21, 2001 the Company  closes any equity
                 or debt  financing at a price below $7.50,  then on the closing
                 date  of  that  financing  (the  "Anti-Dilution   Reset  Date")
                 additional Common Shares shall be issued to the Investor, equal
                 to the following:

                                       [(C x I) / A] - C

                    C   =   Common Shares held by the Investor on the Reset Date
                            (excluding hedged Common Shares)
                    I   =   $7.50
                    A   =  "Adjustment  Price",  equal  to  the  lesser  of (x)
                           $7.50,  (y) the average of the closing bid prices of
                           the Common Stock on the American  Stock Exchange for
                           the  10  trading  days  immediately   preceding  the
                           Anti-Dilution  Reset  Date,  or (z) the price of the
                           subsequent  financing  in excess of $1 million  (the
                           lowest   determinable   conversion   price   for   a
                           convertible financing;  the lowest share price for a
                           common  stock   financing,   the  strike  price  for
                           warrants, etc


                 On March  16,  2001 and each six month  anniversary  thereafter
                 through  and  including  the March 16,  2003 (each a  "Periodic
                 Reset  Date"),  additional  Common  Shares may be issued to the
                 Investors  to reset the  value  per share to the  lesser of (y)
                 $7.50,  or (z) the Reset Price as of that Periodic  Reset Date.
                 The following  formula will be used to determine any additional
                 Common Shares to be issued:

                                      [(C x PA) / A] - C

                   C   =   Common Shares held by the Investor on the Reset Date
                           (excluding hedged Common Shares)
                   PA  =   Adjustment  Price from  immediately  preceding Reset
                           Date ($7.50 if no previous Reset Dates)
                   A   =  Adjustment  Price equal to the lesser of (y) $7.50, or
                          (z) the average of the 10 lowest closing bid prices of
                          the Common Stock over the 30 trading days  immediately
                          preceding the Periodic Reset Date. The investors agree
                          not to sell or short any CEL-SCI  shares during the 35
                          trading days prior to the
                          Reset Date.
-------------------------------------------------------------------------------