EXHIBIT 10(d)



















                                  AMENDMENT TO
                              EMPLOYMENT AGREEMENT

      In consideration of Maximilian de Clara's service to CEL-SCI Corporation
(the "Company") as an executive officer for over twenty-three years, including
serving for well over ten years without salary, loaning his personal funds to
the Company to allow the Company to operate, and in recognition of the fact that
the Company wants to continue to retain his valuable and essential services at
least until the Company is well into its Phase III studies, the parties hereto
agree as follows:

     1.  The  Employment  Agreement  between  the  Company  and Mr.  de Clara is
extended to April 30, 2010.

     2. On:

                        September 8, 2006
                        March 8, 2007
                        September 8, 2007
                        March 8, 2008
                        September 8, 2008
                        March 8, 2009

     3. Each date above being a "Payment  Date",  the Company  will issue Mr. de
Clara  shares of its common  stock equal in number to the amount  determined  by
dividing $200,000 by the average closing price of the Company's common stock for
the twenty trading days preceding the Payment Date.

     4.  Should Mr. de Clara's  employment  with the Company end for any reason,
other  than  Mr.  de  Clara  taking  an   executive   position  at  a  competing
biopharmaceutical company, the date his employment terminates will be considered
a Final  Payment  Date and within 10 days of the Final  Payment Date the Company
will issue Mr. de Clara shares of its common stock equal in number to the amount
determined by dividing:

      (i) $200,000 multiplied by the number of Payment Dates listed in Section 2
which are subsequent to the Final Payment Date;
      (ii) by the average closing price of the Company's common stock for the
twenty trading days preceding the Final Payment Date.

     5. The shares to be issued to Mr. de Clara will be issued  pursuant  to the
Company's  Stock Bonus Plan.  Notwithstanding  the foregoing Mr. de Clara agrees
that he may not sell any shares he receives  pursuant to this  Amendment  in the
public market for a period of three years after the date the shares were issued.

Dated:  September 8, 2006         CEL-SCI CORPORATION

                                  By   /s/ Geert R. Kersten
                                       --------------------------------------
                                       Geert R. Kersten, Chief Executive Officer

                                       /s/ Maximilian de Clara
                                       --------------------------------------
                                       Maximilian de Clara