EXHIBIT 4(j)



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                               CEL-SCI CORPORATION
                              2009 STOCK BONUS PLAN

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

         2. Definitions.

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

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

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

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

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

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

         4. Bonus Share Reserve. There shall be established a Bonus Share
Reserve to which shall be credited 2,000,000 shares of the Company's common
stock. In the event that the shares of common stock of the Company should, as a
result of a stock split or stock dividend or combination of shares or any other
change, or exchange for other securities by reclassification, reorganization,
merger, consolidation, recapitalization or otherwise, be increased or decreased
or changed into or exchanged for, a different number or kind of shares of stock
or other securities of the Company or of another corporation, the number of
shares then remaining in the Bonus Share Reserve shall be appropriately adjusted
to reflect such action. Upon the grant of shares hereunder, this reserve shall
be reduced by the number of shares so granted. Distributions of Bonus Shares
may, as the Committee shall in its sole discretion determine, be made from


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authorized but unissued shares or from treasury shares. All authorized and
unissued shares issued as Bonus Shares in accordance with the Plan shall be
fully paid and non-assessable and free from preemptive rights.

         5. Eligibility, and Granting and Vesting of Bonus Shares. Bonus Shares
may be granted under the Plan to the Company's (or the Company's subsidiaries)
employees, directors and officers, and consultants or advisors to the Company
(or its subsidiaries), provided however