0001004878-12-000029 Sample Contracts

EXHIBIT 10(ff)
Letter Agreement • February 13th, 2012 • Cel Sci Corp • Biological products, (no disgnostic substances)

This letter agreement (this "Agreement") confirms our understanding and the terms and conditions under which Chardan Capital Markets, LLC ("Chardan") shall solicit for exercise 5,900,000 Cel-Sci Corporation (the "Company") warrants with an exercise price of $.25 from Iroquois Master Fund for total consideration of $1,475,000,. This Agreement relates exclusively to the proposed solicitation of 5,900,000 warrants of the Company (the "Securities") pursuant to a Warrant Amendment Agreement.

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ARTICLE III REPRESENTATIONS AND WARRANTIES
Warrant Amendment Agreement • February 13th, 2012 • Cel Sci Corp • Biological products, (no disgnostic substances) • Colorado
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