NEITHER THESE  SECURITIES  NOR THE  SECURITIES  INTO WHICH THESE  SECURITIES ARE
EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE  COMMISSION OR
THE  SECURITIES  COMMISSION  OF ANY STATE IN  RELIANCE  UPON AN  EXEMPTION  FROM
REGISTRATION  UNDER SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"),
AND,  ACCORDINGLY,  MAY NOT BE OFFERED OR SOLD EXCEPT  PURSUANT TO AN  EFFECTIVE
REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO AN  AVAILABLE
EXEMPTION FROM THE REGISTRATION  REQUIREMENTS  THEREUNDER AND IN COMPLIANCE WITH
APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.


                              CEL-SCI CORPORATION

                               CALLABLE WARRANT

Warrant No. [  ]  Dated: March 21, 2000


      Cel-Sci  Corporation,  a  Colorado  corporation  (the  "Company"),  hereby
certifies that, for value received,  [ ], or its registered assigns  ("Holder"),
is entitled,  subject to the terms set forth below, to purchase from the Company
a total of [ ] shares of common  stock,  $.01 par value per share  (the  "Common
Stock"), of the Company (each such share, a "Warrant Share" and all such shares,
the  "Warrant  Shares")  at an  exercise  price  equal to  $$8.50  per share (as
adjusted from time to time as provided in Section 9, the "Exercise  Price"),  at
any time and from time to time from and after the date  hereof and  through  and
including March 21, 2003 (the "Expiration  Date"),  and subject to the following
terms and conditions:

      1. Registration of Warrant. The Company shall register this Warrant,  upon
records  to be  maintained  by  the  Company  for  that  purpose  (the  "Warrant
Register"),  in the name of the  record  Holder  hereof  from time to time.  The
Company may deem and treat the registered Holder of this Warrant as the absolute
owner hereof for the purpose of any exercise  hereof or any  distribution to the
Holder,  and for all other  purposes,  and the Company  shall not be affected by
notice to the contrary.

      2.    Registration of Transfers and Exchanges.

            (a) The Company  shall  register the transfer of any portion of this
Warrant in the Warrant Register,  upon surrender of this Warrant,  with the Form
of Assignment  attached hereto duly completed and signed,  to the Transfer Agent
or to the Company at the office  specified in or pursuant to Section 3(b).  Upon
any such  registration  or transfer,  a new warrant to purchase Common Stock, in
substantially the form of this Warrant (any such new warrant,  a "New Warrant"),
evidencing  the portion of this  Warrant so  transferred  shall be issued to the
transferee and a New Warrant  evidencing  the remaining  portion of this Warrant
not so  transferred,  if any, shall be issued to the  transferring  Holder.  The
acceptance  of the New  Warrant by the  transferee  thereof  shall be deemed the
acceptance of such  transferee of all of the rights and  obligations of a holder
of a Warrant.

<PAGE>

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

      3.    Duration, Exercise and Redemption of Warrants.

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

            (b)  Subject to Sections  2(b),  5 and 10,  upon  surrender  of this
Warrant,  with the Form of Election to Purchase  attached  hereto duly completed
and signed, to the Company at its address for notice set forth in Section 13 and
upon payment of the Exercise  Price  multiplied by the number of Warrant  Shares
that the Holder intends to purchase hereunder, in the manner provided hereunder,
all as specified by the Holder in the Form of Election to Purchase,  the Company
shall  promptly  (but in no event  later than 4 business  days after the Date of
Exercise  (as  defined  herein))  issue or cause to be  issued  and  cause to be
delivered  to or upon the written  order of the Holder and in such name or names
as the Holder may designate,  a certificate for the Warrant Shares issuable upon
such exercise, free of restrictive legends except (i) either in the event that a
registration  statement covering the resale of the Warrant Shares and naming the
Holder as a selling stockholder  thereunder is not then effective or the Warrant
Shares are not freely transferable without volume restrictions  pursuant to Rule
144(k) promulgated under the Securities Act of 1933, as amended (the "Securities
Act"),  or (ii) if this  Warrant  shall have been  issued  pursuant to a written
agreement  between  the  original  Holder and the  Company,  as required by such
agreement.  Any person so  designated  by the Holder to receive  Warrant  Shares
shall be deemed to have become holder of record of such Warrant Shares as of the
Date of Exercise of this Warrant.

            A "Date of Exercise"  means the date on which the Company shall have
received (i) this Warrant (or any New Warrant, as applicable),  with the Form of
Election  to  Purchase  attached  hereto  (or  attached  to  such  New  Warrant)
appropriately  completed and duly signed, and (ii) payment of the Exercise Price
for the  number  of  Warrant  Shares so  indicated  by the  holder  hereof to be
purchased.

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

<PAGE>

     (d)  Commencing at any time after the date of the issuance of this Warrant,
if (i) the average  closing bid price of the Common Stock on the American  Stock
Exchange (or such other national  securities  exchange on which the Common Stock
is then  listed or quoted  for  trading)  for any 20  consecutive  trading  days
exceeds  $25.00 (a "Trigger  Period"),  and (ii) the  Warrant  Shares are either
registered for resale pursuant to an effective registration statement naming the
Holder as a selling stockholder thereunder or freely transferable without volume
restrictions  pursuant to Rule 144(k)  promulgated  under the Securities Act, as
determined  by counsel  to the  Company  pursuant  to a written  opinion  letter
addressed  and in form and  substance  acceptable to the Holder and the transfer
agent for the Common Stock, then the Company shall have the right, upon 30 days'
notice to the  Holder  given not later  than  five (5)  Trading  Days  after the
conclusion of any such Trigger Period (the "Redemption  Notice"),  to redeem all
of the then  issuable  Warrant  Shares at a price of $.01 per Warrant Share (the
"Redemption  Price"),  on the date set forth in the Redemption Notice, but in no
event  earlier than 30 days  following  the date of the receipt by the Holder of
the  Redemption  Notice (the  "Redemption  Date").  The Holder may exercise this
Warrant at any time prior to the  Redemption  Date.  Any portion of this Warrant
not exercised by 6:30 p.m. (New York City time) on the Redemption  Date shall no
longer be  exercisable  and shall be returned to the  Company,  and the Company,
upon its  receipt  of the  unexercised  portion  of this  Warrant,  shall  issue
therefor  in full  and  complete  satisfaction  of its  obligations  under  such
remaining portion of this Warrant to the Holder an amount equal to the number of
shares of Common Stock then  issuable  hereunder  multiplied  by the  Redemption
Price.  The  Redemption  Price  shall be mailed to such Holder at its address of
record, and the Warrant shall be canceled.

      4. Piggyback  Registration  Rights.  During the  Effectiveness  Period (as
defined in the Registration Rights Agreement, of even date herewith, between the
Company and the original  Holder (the  "Registration  Rights  Agreement")),  the
Company may not file any registration statement with the Securities and Exchange
Commission (other than registration  statements of the Company filed on Form S-8
or Form S-4, each as promulgated under the Securities Act, pursuant to which the
Company is registering securities pursuant to a Company employee benefit plan or
pursuant to a merger,  acquisition or similar transaction  including supplements
thereto,  but not additionally filed registration  statements in respect of such
securities)  at any time when there is not an effective  registration  statement
covering  the  resale of the  Warrant  Shares and naming the Holder as a selling
stockholder  thereunder,  unless the Company  provides  the Holder with not less
than 20 days notice of its  intention to file such  registration  statement  and
provides the Holder the option to include any or all of the  applicable  Warrant
Shares therein. The piggyback registration rights granted to the Holder pursuant
to this Section shall  continue  until all of the Holder's  Warrant  Shares have
been sold in  accordance  with an effective  registration  statement or upon the
Expiration  Date. The Company will pay all  registration  expenses in connection
therewith.



<PAGE>


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

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

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

      8.  Reservation of Warrant Shares.  The Company  covenants that it will at
all times reserve and keep  available out of the aggregate of its authorized but
unissued  Common  Stock,  solely for the purpose of enabling it to issue Warrant
Shares upon exercise of this Warrant as herein  provided,  the number of Warrant
Shares which are then issuable and deliverable  upon the exercise of this entire
Warrant,  free from preemptive  rights or any other actual  contingent  purchase
rights of persons other than the Holder (taking into account the adjustments and
restrictions  of Section 9). The Company  covenants that all Warrant Shares that
shall be so issuable and deliverable shall, upon issuance and the payment of the
applicable  Exercise  Price in  accordance  with the terms  hereof,  be duly and
validly authorized, issued and fully paid and nonassessable.

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

<PAGE>

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

            (b) In case  of any  reclassification  of the  Common  Stock  or any
compulsory  share exchange  pursuant to which the Common Stock is converted into
other  securities,  cash or  property,  then the  Holder  shall  have the  right
thereafter  to  exercise  this  Warrant  only into the shares of stock and other
securities  and  property  receivable  upon or deemed to be held by  holders  of
Common Stock following such  reclassification or share exchange,  and the Holder
shall be  entitled  upon such  event to receive  such  amount of  securities  or
property  equal to the  amount of Warrant  Shares  such  Holder  would have been
entitled to had such Holder  exercised  this Warrant  immediately  prior to such
reclassification  or share exchange.  The terms of any such  reclassification or
share  exchange shall include such terms so as to continue to give to the Holder
the right to receive the  securities  or property set forth in this Section 9(b)
upon any exercise following any such reclassification or share exchange.

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



<PAGE>


            (d)  If at any  time  the  Company  or any  subsidiary  thereof,  as
applicable with respect to Common Stock  Equivalents  (as defined below),  shall
issue shares of Common Stock or rights, warrants, options or other securities or
debt that is  convertible  into or  exchangeable  for  shares  of  Common  Stock
("Common Stock  Equivalents"),  entitling any person or entity to acquire shares
of  Common  Stock at a price per share  less than both the  market  price of the
Common Stock at the time of issuance  and the Exercise  Price then in effect (if
the holder of the Common Stock or Common Stock Equivalent so issued shall at any
time,  whether by operation of purchase  price  adjustments,  reset  provisions,
floating  conversion,  exercise  or  exchange  prices  or  otherwise,  or due to
warrants, options or rights issued in connection with such issuance, be entitled
to receive shares of Common Stock at a price less than either the Exercise Price
prevailing or the market price,  such issuance  shall be deemed to have occurred
for less than such Exercise  Price or market price),  then,  forthwith upon such
issue or sale, the Exercise  Price shall be reduced to the price  (calculated to
the  nearest  cent)  determined  by  multiplying  the  Exercise  Price in effect
immediately prior thereto by a fraction, the numerator of which shall be the sum
of (i) the number of shares of Common  Stock  outstanding  immediately  prior to
such issuance, and (ii) the number of shares of Common Stock which the aggregate
consideration  received (or to be received,  assuming  exercise or conversion in
full of such Common  Stock  Equivalents)  for the  issuance  of such  additional
shares of Common Stock would purchase at the Exercise Price, and the denominator
of which  shall be the sum of the number of shares of Common  Stock  outstanding
immediately after the issuance of such additional  shares.  For purposes hereof,
all shares of Common  Stock  that are  issuable  upon  conversion,  exercise  or
exchange of Common Stock  Equivalents  shall be deemed  outstanding  immediately
after the issuance of such Common Stock  Equivalents.  Such adjustment  shall be
made whenever such Common Stock or Common Stock Equivalents are issued. However,
upon the  expiration  of any Common  Stock  Equivalents  the  issuance  of which
resulted in an adjustment in the Exercise  Price  pursuant to this Section,  the
Exercise  Price  shall  immediately  upon  such  expiration  be  recomputed  and
effective  immediately  upon such  expiration be increased to the price which it
would have been (but reflecting any other adjustments in the Exercise Price made
pursuant to the  provisions  of this  Section  after the issuance of such Common
Stock  Equivalents)  had the  adjustment  of the  Exercise  Price  made upon the
issuance of such Common Stock Equivalents been made on the basis of offering for
subscription or purchase only that number of shares of the Common Stock actually
purchased upon the exercise of such Common Stock Equivalents actually exercised.
Notwithstanding anything herein to the contrary, issuances of any stock or stock
options under any employee benefit plan of the Company,  whether now existing or
approved by the Company and its stockholders in the future, shall not be subject
to the provisions of this Section.

            (e) In case of any (1) merger or  consolidation  of the Company with
or into another Person,  or (2) sale by the Company of more than one-half of the
assets of the  Company (on a market  value  basis) in one or a series of related
transactions,  or (3) tender or other offer or exchange  (whether by the Company
or another  Person)  pursuant to which  holders of Common Stock are permitted to
tender or exchange their shares for other securities, stock, cash or property of
the Company or another Person;  then the Holder shall have the right  thereafter
to (A) exercise this Warrant for the shares of stock and other securities,  cash

<PAGE>

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

            (f) For the purposes of this Section 9, the following  clauses shall
also be applicable:

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

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

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



<PAGE>


            (h) Whenever the Exercise Price is adjusted pursuant to Section 9(c)
above, the Holder,  after receipt of the  determination by the Appraiser,  shall
have the right to select an  additional  appraiser  (which shall be a nationally
recognized  accounting firm), in which case the adjustment shall be equal to the
average  of the  adjustments  recommended  by each  of the  Appraiser  and  such
appraiser.  The Holder shall promptly mail or cause to be mailed to the Company,
a notice  setting  forth the Exercise  Price after such  adjustment  and setting
forth a brief statement of the facts requiring such adjustment.  Such adjustment
shall become effective immediately after the record date mentioned above.

                  (i) If (i) the Company  shall declare a dividend (or any other
distribution)  on its Common Stock;  or (ii) the Company shall declare a special
nonrecurring  cash dividend on or a redemption of its Common Stock; or (iii) the
Company  shall  authorize the granting to all holders of the Common Stock rights
or warrants to  subscribe  for or  purchase  any shares of capital  stock of any
class or of any rights;  or (iv) the approval of any stockholders of the Company
shall be required in connection with any  reclassification  of the Common Stock,
any  consolidation  or  merger  to which  the  Company  is a party,  any sale or
transfer  of all or  substantially  all of the  assets  of the  Company,  or any
compulsory  share  exchange  whereby the Common  Stock is  converted  into other
securities,  cash or property;  or (v) the Company shall authorize the voluntary
dissolution,  liquidation or winding up of the affairs of the Company,  then the
Company shall cause to be mailed to each Holder at their last  addresses as they
shall appear upon the Warrant  Register,  at least 20 calendar days prior to the
applicable record or effective date hereinafter  specified, a notice stating (x)
the date on which a record  is to be taken  for the  purpose  of such  dividend,
distribution,  redemption, grant of rights or warrants, or if a record is not to
be taken,  the date as of which  the  holders  of  Common  Stock of record to be
entitled to such dividend, distributions,  redemption, rights or warrants are to
be  determined  or (y) the date on which such  reclassification,  consolidation,
merger,  sale,  transfer or share  exchange is expected to become  effective  or
close,  and the date as of which it is expected  that holders of Common Stock of
record  shall  be  entitled  to  exchange  their  shares  of  Common  Stock  for
securities,  cash or other  property  deliverable  upon  such  reclassification,
consolidation,  merger, sale, transfer, share exchange, dissolution, liquidation
or winding up;  provided,  however,  that the failure to mail such notice or any
defect  therein or in the mailing  thereof  shall not affect the validity of the
corporate action required to be specified in such notice.

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

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

            (b)  Cashless  Exercise.  Except  during the 30 days  preceding  the
Redemption  Date,  if any,  and at any time  after the  earlier  to occur of the
Effectiveness  Date (as defined in the  Registration  Rights  Agreement) and the
date the initial  registration  statement  filed  pursuant  to the  Registration
Rights  Agreement is declared  effective by the Commission,  when a registration
statement  covering the resale of the Warrant  Shares and naming the Holder as a
selling stockholder  thereunder is not then effective,  the Holder may surrender
this  Warrant to the Company  together  with a notice of cashless  exercise,  in
which event the Company  shall issue to the Holder the number of Warrant  Shares
determined as follows:

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



<PAGE>


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

                        A = the average of the closing sale prices of the Common
                        Stock for the five (5) trading days immediately prior to
                        (but not including) the Date of Exercise.

                        B = the Exercise Price.

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

      11. Certain Exercise Restrictions.  A Holder may not exercise this Warrant
to the extent  such  exercise  would  result in the  Holder,  together  with any
affiliate thereof, beneficially owning (as determined in accordance with Section
13(d) of the Securities  Exchange Act of 1934, as amended (the  "Exchange  Act")
and the rules promulgated thereunder) in excess of 9.999% of the then issued and
outstanding  shares of Common Stock,  including  shares of Common Stock issuable
upon such  exercise and held by such Holder after  application  of this Section.
Since the Holder  will not be  obligated  to report to the Company the number of
shares of Common Stock it may hold at the time of an exercise hereunder,  unless
the  exercise at issue would result in the issuance of shares of Common Stock in
excess of 9.999% of the then  outstanding  shares of Common Stock without regard
to any other  shares  of Common  Stock  which may be  beneficially  owned by the
Holder  or an  affiliate  thereof,  the  Holder  shall  have the  authority  and
obligation to determine  whether the restriction  contained in this Section will
limit any  particular  exercise  hereunder  and to the  extent  that the  Holder
determines  that  the  limitation   contained  in  this  Section  applies,   the
determination  of which  portion  of this  Warrant is  exercisable  shall be the
responsibility  and obligation of the Holder. If the Holder has delivered a Form
of Election to Purchase for a number of Warrant  Shares that would result in the
issuance in excess of the permitted amount  hereunder,  the Company shall notify
the Holder of this fact and shall honor the exercise for the maximum  portion of
this Warrant  permitted  to be exercised on such Date of Exercise in  accordance
with the  periods  described  herein and  disregard  the balance of such Form of
Election to Purchase,  as if never  delivered The provisions of this Section may
be waived by a Holder (but only as to itself and not to any other  Holder)  upon
not less  than 61 days  prior  notice to the  Company.  Other  Holders  shall be
unaffected by any such waiver.

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



<PAGE>


      13.  Notices.  Any and all notices or other  communications  or deliveries
hereunder  shall be in writing and shall be deemed  given and  effective  on the
earliest of (i) the date of  transmission,  if such notice or  communication  is
delivered  via  facsimile at the facsimile  telephone  number  specified in this
Section  prior to 6:30 p.m.  (New York City  time) on a business  day,  (ii) the
business day after the date of transmission,  if such notice or communication is
delivered  via  facsimile at the facsimile  telephone  number  specified in this
Section  later than 6:30 p.m.  (New York City time) on any date and earlier than
11:59 p.m.  (New York City time) on such date,  (iii) the business day following
the date of mailing, if sent by nationally recognized overnight courier service,
or (iv) upon  actual  receipt by the party to whom such notice is required to be
given. The addresses for such communications shall be: (i) if to the Company, to
8229 Boone Boulevard,  Suite 802, Vienna, Virginia 22182; facsimile number (703)
506-9471,  attention Geert Kersten,  or (ii) if to the Holder,  to the Holder at
the address or facsimile  number appearing on the Warrant Register or such other
address  or  facsimile  number as the  Holder  may  provide  to the  Company  in
accordance with this Section.

      14.  Warrant  Agent.  The Company  shall serve as warrant agent under this
Warrant.  Upon thirty (30) days' notice to the Holder, the Company may appoint a
new warrant  agent.  Any  corporation  into which the Company or any new warrant
agent may be merged or any corporation resulting from any consolidation to which
the Company or any new  warrant  agent  shall be a party or any  corporation  to
which the Company or any new warrant agent  transfers  substantially  all of its
corporate trust or shareholders  services  business shall be a successor warrant
agent under this Warrant  without any further act.  Any such  successor  warrant
agent shall  promptly  cause  notice of its  succession  as warrant  agent to be
mailed (by first class mail, postage prepaid) to the Holder at the Holder's last
address as shown on the Warrant Register.

      15.   Miscellaneous.

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

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

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

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



<PAGE>


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


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


<PAGE>


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


                           CEL-SCI CORPORATION

                           By: ___________________________

                           Name:

                           Title:





<PAGE>



                          FORM OF ELECTION TO PURCHASE

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

To Cel-Sci Corporation:

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

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

                                          PLEASE INSERT SOCIAL SECURITY OR
                                          TAX IDENTIFICATION NUMBER




                        (Please print name and address)




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


                        (Please print name and address)





Dated: ____________, _____          Name of Holder:


                                    (Print)

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


<PAGE>


                               FORM OF ASSIGNMENT

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

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

Dated:

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


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


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

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

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



In the presence of:


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