Attached files

                                 EXHIBIT 10(ff)





February 10, 2012

Chardan Capital Markets, LLC
17 State Street
Suite 1600
New York, NY 10004

Re:  Warrant Solicitation

Ladies and Gentlemen:

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.

The term of this  engagement  shall begin on the date hereof and shall  continue
for five (5)  dayss or until  earlier  terminated  by the final  closing  of the
Offering.

As  exclusive  consideration  of the  services  rendered  by Chardan  under this
Agreement,  the Company agrees to pay Chardan, upon the successful completion of
the  solicitation and wiring of funds by Iroquois to the Companya cash fee equal
to 6.0% of the gross proceeds raised in the Offering,  payable  immediately upon
such closing.  All such fees will be contingent  upon the successful  completion
and closing of the Offering.

Except as contemplated by the terms hereof,  or as required by applicable law or
pursuant  to an  order  entered  or  subpoena  issued  by a court  of  competent
jurisdiction,   Chardan  shall  keep   confidential   all  material   non-public
information  provided  to it  by  the  Company,  and  shall  not  disclose  such
information to any third party, other than such of its employees and advisors as
Chardan determines to have a need to know. Chardan shall use its reasonable best
efforts  to  ensure   that  its   employees   and   advisors   adhere  to  these
confidentiality provisions as if such persons were original parties hereto.

This Agreement shall be governed by and construed in accordance with the laws of
the State of New  York,  without  regard to  conflicts  of law  principles.  Any
dispute  arising out of this Agreement shall be adjudicated in the courts of the
State of New York or in the federal courts  sitting in the Southern  District of
New York,  and each of the parties hereto agrees that service of process upon it
by registered or certified  mail at its address set forth herein shall be deemed
adequate and lawful.




     If the foregoing correctly sets forth our agreement, please confirm this by
signing and returning to us the duplicate copy of this letter.


                               Very truly yours,

                               CEL-SCI Corporation


                               By: /s/ Geert Kersten
                                  --------------------------------------
                               Name:  Geert Kersten
                               Title: Chief Executive Officer


                               Chardan Capital Markets, LLC


                               By:  /s/ Jonathan Schechter
                                   --------------------------------------
                               Name:  Jonathan Schechter
                               Title: Partner