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<SEC-DOCUMENT>0000950153-05-003018.txt : 20051123
<SEC-HEADER>0000950153-05-003018.hdr.sgml : 20051123
<ACCEPTANCE-DATETIME>20051123172202
ACCESSION NUMBER:		0000950153-05-003018
CONFORMED SUBMISSION TYPE:	SC 13D
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20051123
DATE AS OF CHANGE:		20051123

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Weiner Family Revocable Trust Ellen R.
		CENTRAL INDEX KEY:			0001344347

	FILING VALUES:
		FORM TYPE:		SC 13D

	BUSINESS ADDRESS:	
		BUSINESS PHONE:		602-741-7951

	MAIL ADDRESS:	
		STREET 1:		10645 N. TATUM BOULEVARD
		STREET 2:		SUITE 200-166
		CITY:			PHOENIX
		STATE:			AZ
		ZIP:			85028

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AETHLON MEDICAL INC
		CENTRAL INDEX KEY:			0000882291
		STANDARD INDUSTRIAL CLASSIFICATION:	LABORATORY ANALYTICAL INSTRUMENTS [3826]
		IRS NUMBER:				133632859
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		SC 13D
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-61769
		FILM NUMBER:		051225901

	BUSINESS ADDRESS:	
		STREET 1:		7825 FAY AVENUE SUITE 200
		CITY:			LAJOLLA
		STATE:			CA
		ZIP:			92037
		BUSINESS PHONE:		2129120930

	MAIL ADDRESS:	
		STREET 1:		7825 FAY AVENUE SUITE 200
		CITY:			LAJOLLA
		STATE:			CA
		ZIP:			92037

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BISHOP EQUITIES INC
		DATE OF NAME CHANGE:	19930602
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>p71468asc13d.txt
<DESCRIPTION>SC 13D
<TEXT>
<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13D

                  Under the Securities Exchange Act of 1934
                              (Amendment No. ___)*

                             AETHLON MEDICAL, INC.
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                                 Common Stock
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   00808Y09
- --------------------------------------------------------------------------------
                                 (CUSIP Number)

                           Christian J. Hoffmann, III
                        QUARLES & BRADY STREICH LANG LLP
                                 Renaissance One
                              Two N. Central Avenue
                             Phoenix, Arizona 85004
                                (602) 229-5200
- ------------------------------------------------------------------------------
                 (Name, Address and Telephone Number of Person
               Authorized to Receive Notices and Communications)

                                 July 11, 2005
- ------------------------------------------------------------------------------
            (Date of Event Which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]

*The remainder of this cover page shall be filled out for a Reporting Person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the act
but shall be subject to all other provisions of the Act (however, see the
Notes).


<PAGE>

                                  SCHEDULE 13D

CUSIP No. 00808Y09

- --------------------------------------------------------------------------------
1     NAME OF REPORTING PERSON AND S.S. OR I.R.S. IDENTIFICATION NO. OF PERSON

                     Ellen R. Weiner Family Revocable Trust
- --------------------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   IRS ID #
                                                                 ---------------
                                                                          (a)
                                                                             ---
                                                                          (b)
                                                                             ---
- --------------------------------------------------------------------------------
3     SEC USE ONLY
- --------------------------------------------------------------------------------
4     SOURCE OF FUNDS                                                         PF
- --------------------------------------------------------------------------------
5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
      2(d) or 2(e)
                                                                       ---------
                                                                       ---------
- --------------------------------------------------------------------------------
6     CITIZENSHIP OR PLACE OF ORGANIZATION                                    US
- --------------------------------------------------------------------------------
7     NUMBER OF SHARES        SOLE VOTING POWER                       2,075,072*
                                                                      ---------
8     BENEFICIALLY OWNED      SHARED VOTING POWER
                                                                      ---------
9     BY EACH REPORTING       SOLE DISPOSITIVE POWER                  2,075,072*
                                                                      ---------
10    PERSON WITH             SHARED DISPOSITIVE POWER
                                                                      ---------
- --------------------------------------------------------------------------------
11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON         2,075,072*
                                                                      ---------
- --------------------------------------------------------------------------------
12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
      CERTAIN SHARES
                                                                      ----------
- --------------------------------------------------------------------------------
13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                    9.9%
                                                                            ---
- --------------------------------------------------------------------------------
14    TYPE OF REPORTING PERSON                                                00
- --------------------------------------------------------------------------------
*See Response to Item 5 below.


<PAGE>

ITEM 1. SECURITY AND ISSUER

      The title of the class of equity security to which this statement relates
is Common Stock, $.001 par value. The Reporting Person owns two Series A
Convertible Notes (the "Notes") with a total principal amount of $630,000 issued
by the Issuer. The Notes are convertible into units (the "Units") at a price of
$.20 per Unit. Each Unit is composed of one share of Common Stock and one Common
Stock Purchase Warrant (the "Warrant") exercisable to purchase one share of
Common Stock at a price of $.20 per share for a term of three years.

      The Issuer of the securities is Aethlon Medical, Inc. (the "Issuer"). The
Issuer's principal executive offices are located at 3030 Bunker Hill Street,
Suite 4000, San Diego, CA 92109.

ITEM 2. IDENTITY AND BACKGROUND

      (a) The name of the Reporting Person filing this statement is the Ellen R.
Weiner Family Revocable Trust, dated July 15, 2002, Ellen R. Weiner, trustee.

      (b) The business address of the Reporting Person is 10645 N. Tatum
Boulevard, Suite 200-166, Phoenix, AZ 85028.

      (c) The Reporting Person has not, during the past five years, been
convicted in a criminal proceeding.

      (d) The Reporting Person has not, during the past five years, been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.

      (e) The trustee and beneficiary of Reporting Person, Ellen R. Weiner, is a
citizen of the United States.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

      The Reporting Person used its personal funds to invest in the Notes.

ITEM 4. PURPOSE OF TRANSACTION

      This Schedule 13D is being filed because the Reporting Person acquired a
5% or greater ownership interest in the Issuer as of July 11, 2005 and had a
9.9% ownership interest as of August 19, 2005 through its purchase of the Notes
and through certain open market purchases of the Common Stock of the Issuer. The
Reporting Person purchased the Notes and thus the Common Stock underlying the
Notes and Warrants for investment. The Reporting Person may purchase up to an
additional $195,000 principal amount of the Series A Notes at any point until
December 31, 2005.

      Except as set forth in this Item 4, the Reporting Person has no plans or
proposals that relate to or would result in any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D.

<PAGE>

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

      (a) The Reporting Person beneficially owns 148,700 shares of Common Stock
of the Issuer, not including the Common Stock underlying the Notes and Warrants.
If the Reporting Person converted the entire principal amount of the Notes into
Common Stock and exercised the Warrants, it would beneficially own 6,300,000
shares of Common Stock, which would represent 25.4% of the issued and
outstanding Common Stock of the Issuer. The Notes and the Warrants, however,
contain provisions that the Reporting Person cannot, at any point, own more than
9.9% of the issued and outstanding Common Stock of the Issuer. Accordingly, the
Reporting Person may convert the Notes or exercise the Warrants only to the
extent that its total beneficial ownership interests of Common Stock will not
exceed 9.9% after such action.

      (b) The Reporting Person has the sole power to vote and dispose of 148,700
shares of Common Stock of the Issuer, not including the Common Stock underlying
the Notes and Warrants. In addition, if the Reporting Person converted its Notes
and exercised the related Warrants, it would have the sole power to vote and
dispense of 2,075,072 shares, subject to the 9.9% limitation noted above. The
Reporting Person will, however, be able to vote the shares of Common Stock
underlying the Notes and Warrants only if it converts the Notes into Common
Stock and exercises the Warrants.

      (c) The Reporting Person or Ellen R. Weiner, the beneficiary of the
Reporting Person, made the following purchases of Common Stock during the past
60 days in the open market for itself or other accounts of Ms. Weiner: (i) 5,000
shares at $.23 per share on 10/5/05; (ii) 4,200 shares at $.22 per share on
10/7/05; and (iii) 5,000 shares at $.34 per share on 11/21/05.

      The Reporting Person made the following purchases of the Common Stock
during the past 60 days in the open market for relatives and through accounts
over which the Reporting Person has investment power: (i) 2,500 shares at $.30
per share on 10/21/05; (ii) 5,000 shares at $.23 per share on 10/3/05; (iii)
2,500 shares at $.23 per share on 10/5/05; and (iv) 5,000 shares at $.23 per
share on 10/5/05.

      (d) No person is known to the Reporting Person to have any right to
receive, or power to direct the receipt of, dividends from or the proceeds from
the sale of any of the securities covered by this statement, except as provided
herein.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
        SECURITIES OF THE ISSUER

      The Reporting Person has no contracts, arrangements, understandings or
relationships required to be reported under this Item 6, except the Notes,
Warrants and a Registration Rights Agreement. The Registration Rights Agreement
obligates the Issuer to file a registration statement with the Securities and
Exchange Commission to register the Common Stock underlying the Notes and
Warrants.

ITEM 7. MATERIALS TO BE FILED AS EXHIBITS

      The following are required to be filed as Exhibits in connection with this
Schedule 13D:


                                      -2-
<PAGE>

(i)   Form of Note;

(ii)  Form of Warrant; and

(iii) Form of Registration Rights Agreement.


                                      -3-
<PAGE>

                                    SIGNATURE

      After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

                                        ELLEN R. WEINER FAMILY
                                        REVOCABLE TRUST


November 23, 2005                       By: /s/ Ellen R. Weiner
- ------------------------------------        ------------------------------------
Date                                        Ellen R. Weiner, Trustee


                                      -4-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.I
<SEQUENCE>2
<FILENAME>p71468aexv99wi.txt
<DESCRIPTION>EX-99.I
<TEXT>
<PAGE>
                                                                     Exhibit (i)

        THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION
        OF THE NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
           1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.
         NEITHER THE NOTE NOR SUCH SHARES OF COMMON STOCK MAY BE OFFERED
         FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT AN
          EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
          UNDER ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF
        COUNSEL, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION FROM SUCH
                           REGISTRATION IS AVAILABLE.

                              AETHLON MEDICAL, INC.

                          10% SERIES A CONVERTIBLE NOTE

No. _____                                                            $__________

     FOR VALUE RECEIVED, Aethlon Medical, Inc., a Nevada corporation (the
"Company"), promises to pay to ________________________________________, whose
address is ________________________________________________, or registered
assigns (the "Holder"), the sum of ______________________________ Dollars
($_____________) in lawful money of the United States of America on or before
the Maturity Date as defined herein, with all Interest thereon as defined and
specified herein. This Note includes various advances (the "Advances") that the
Holder has made to the Company since July 2005. This Note replaces promissory
notes previously issued by the Company to the Holder prior to the Issue Date
respecting certain of those Advances and provides documentation for other
Advances for which no notes have yet been issued.

     1. INTEREST. This Note shall bear interest ("Interest") equal to ten
percent (10%) per annum on the unpaid principal balance, computed on a three
hundred sixty (360)-day year, during the term of the Note. Interest will accrue
on each Advance commencing on the date of the Advance, as set forth on Exhibit A
to this Note. The Company shall pay all Interest on or before the Maturity Date.
In no event shall the rate of Interest payable on this Note exceed the maximum
rate of Interest permitted to be charged under applicable law.

     2. PAYMENTS. All payments under this Note shall first be credited against
costs and expenses provided for in this Note, second to the payment of any
penalties, third to the payment of accrued and unpaid Interest, if any, and the
remainder shall be credited against principal. All payments due hereunder shall
be payable in legal tender of the United States of America, and in same day
funds delivered to Holder by cashier's check, certified check, bank wire
transfer or any other means of guaranteed funds to the mailing address provided
below, or at such other place as the Holder shall designate in writing for such
purpose from time to time. If a payment under this Note otherwise would become
due and payable on a Saturday, Sunday or legal holiday (any other day being a
"Business Day"), the due date of the payment shall be extended to the next
succeeding Business Day, and Interest, if any, shall be payable thereon during
such extension.

<PAGE>

     3. PRE-PAYMENTS AND MATURITY DATE. This Note shall be due and payable in
full, including all accrued Interest thereon, on January 2, 2006 (the "Maturity
Date"). At any time on or prior to the Maturity Date, the Company shall have the
right to prepay this Note, in whole or in part, on ten (10) days' advance notice
to the Holder and subject to the right of the Holder to convert in advance of
such prepayment date and provided that on such prepayment date, the Company will
pay in respect of the redeemed Note cash equal to the face amount plus accrued
Interest on the Note (or portion thereof) redeemed. At any time after the
Maturity Date, the Company shall have the right to repay this Note, in whole or
in part, on ten (10) days' advance notice to the Holder and subject to the right
of the Holder to convert in advance of such repayment date. The Company may
prepay this Note at any time after issuance without penalty.

     4. EQUAL RANK. This Note represents one of a series of up to One Million
Dollars ($1,000,000) principal amount of 10% Series A Convertible Notes (the
"Notes") issued or to be issued by the Company. All Notes rank equally and
ratably without priority over one another.

     5. Conversion of Note and Issuance of Warrants.

          5.1 Conversion of Note/Conversion Price. This Note is convertible, at
the option of the Holder, into shares of the Company's Common Stock (the "Common
Stock") at any time after the Issue Date prior to the close of business on the
Business Day prior to the Maturity Date at the rate of $.20 per share (the
"Conversion Price"), subject to adjustment as hereinafter provided. No
fractional shares will be issued. In lieu thereof, the Company will pay cash for
fractional share amounts equal to the fair market value of the Common Stock as
quoted as the closing bid price of the Common Stock on the date of conversion.

          5.2 Issuance of Warrants. Upon the conversion of this Note, the
Company will issue to the Holder a Common Stock Purchase Warrant (the "Warrant")
exercisable to purchase the same number of shares of Common Stock into which
this Note would be convertible on the Issue Date. The Warrant is exercisable to
purchase shares of Common Stock at the price of $.20 per share and as otherwise
specified in the Warrant.

          5.3 Limitation on Conversion Rights. Notwithstanding any other
provision of Paragraph 5 to the contrary, the Holder shall not be entitled to
convert this Note, and any other outstanding Notes of this Series A issued to
the Holder that is convertible into Common Stock (the "Related Notes") in excess
of that number of shares of Common Stock which, upon giving effect to such
conversion, would cause the aggregate number of shares of Common Stock
beneficially owned by the Holder and its Affiliates to exceed 9.9% of the
outstanding shares of the Common Stock following such conversion. For purposes
of the foregoing provision, the aggregate number of shares of Common Stock
beneficially owned by the Holder and its Affiliates shall include the number of
shares of Common Stock beneficially owned and those shares issuable upon
conversion of this Note and all Related Notes with respect to which the
determination of such proviso is being made, but shall exclude the number of
shares of Common Stock that would be issuable upon (i) conversion of the
remaining principal amount of this Note and the Related Notes beneficially owned
by the Holder and its Affiliates and (ii) exercise or conversion of the
unexercised or unconverted portion of any other securities of the Company into
Common Stock beneficially owned by the Holder and its Affiliates that are
subject to a limitation on conversion or exercise analogous to the limitation
contained in this Note. For purposes of this


                                       -2-

<PAGE>

Paragraph, in determining the number of outstanding shares of Common Stock the
Holder may rely on the number of outstanding shares of Common Stock as reflected
in (a) the Company's most recent Form 10-Q or Form 10-K, as the case may be, or
(b) more recent public announcement by the Company or (c) any other written
communication by the Company or its Transfer Agent setting forth the number of
shares of Common Stock outstanding. Upon the reasonable written or oral request
of the Holder, the Company shall promptly confirm orally and in writing to the
Holder the number of shares of Common Stock then outstanding. In any case, the
number of outstanding shares of Common Stock shall be determined after giving
effect to any conversions, exercises or purchases by the Holder since the date
as of which such number of outstanding shares of Common Stock was reported.
Except as otherwise set forth herein, beneficial ownership shall be determined
in accordance with Section 13(d) of the Securities Exchange Act of 1934, as
amended. If the foregoing 9.9% limitation is ever reached and the Holder desires
to convert this Note or part thereof into equity, the Company will acknowledge
the conversion in writing, but not issue the Holder any additional shares of
Common Stock at that point. Under such circumstances the Holder will have the
right to receive additional shares of Common Stock as a result of the conversion
only at such point and to the extent that its beneficial ownership subsequently
becomes less than 9.9% and such issuance will not cause the Holder's beneficial
ownership to exceed 9.9%. Upon written notice to this effect given by the
Holder, the Company will issue such additional shares in accordance with
Paragraph 5.8, "Issuance of Certificate."

          5.4 Adjustment Based Upon Stock Dividends, Combination of Shares or
Recapitalization. The Conversion Price shall be adjusted in the event that the
Company shall at any time (i) pay a stock dividend on the Common Stock; (ii)
subdivide its outstanding Common Stock into a greater number of shares; (iii)
combine its outstanding Common Stock into a smaller number of shares; (iv) issue
by reclassification of its Common Stock any other special capital stock of the
Company; or (v) distribute to all holders of Common Stock evidences of
indebtedness or assets (excluding cash dividends) or rights or warrants to
subscribe for Common Stock (other than those mentioned above). No adjustment of
the Conversion Price will be required until cumulative adjustments amount to One
Dollar ($1.00) per Note or more. Upon the occurrence of an event requiring
adjustment of the Conversion Price, and thereafter, the Holder, upon surrender
of this Note for conversion, shall be entitled to receive the number of shares
of Common Stock or other capital stock of the Company that the Holder would have
owned or have been entitled to receive after the happening of any of the events
described above had this Note been converted immediately prior to the happening
of such event.

          5.5 Adjustment Based Upon Merger or Consolidation. In case of any
consolidation or merger to which the Company is a party (other than a merger in
which the Company is the surviving entity and which does not result in any
reclassification of or change in the outstanding Common Stock of the Company),
or in case of any sale or conveyance to another person, firm, or corporation of
the property of the Company as an entirety or substantially as an entirety, the
Holder shall have the right to convert this Note into the kind and amount of
securities and property (including cash) receivable upon such consolidation,
merger, sale or conveyance by the Holder of the number of shares of Common Stock
into which such Note might have been converted immediately prior thereto.

          5.6 Exercise of Conversion Privilege.


                                       -3-

<PAGE>

               5.6.1 The Conversion Privilege provided for in this Note shall be
exercisable by the Holder by written notice to the Company or its successor and
the surrender of this Note in exchange for the number of shares (or other
securities and property, including cash, in the event of an adjustment of the
Conversion Price) into which this Note is convertible based upon the Conversion
Price.

               5.6.2 The Holder's conversion right set forth in this Paragraph
5.5 may be exercised at any time and from time to time but prior to payment in
full of the principal amount of the accrued interest on this Note. Conversion
rights will expire at the close of business on the Business Day prior to the
Maturity Date or redemption date of this Note.

               5.6.3 The Holder may exercise the right to convert all or any
portion of the principal amount and accrued Interest on this Note by delivery of
(i) this Note and (ii) a completed Conversion Notice in the form attached as
Exhibit B on a Business Day to the Company's principal executive offices. Such
conversion shall be deemed to have been made immediately prior to the close of
business on the Business Day of such delivery a conversion notice (the
"Conversion Date"), and the Holder shall be treated for all purposes as the
record holder of the shares of Common Stock into which this Note is converted as
of such date.

               5.6.4 Upon conversion of the entire principal amount and accrued
Interest of this Note and the delivery of shares of Common Stock upon conversion
of this Note, except as otherwise provided in Paragraph 22, "Representations and
Warranties to Survive Closing," the Company shall be forever released from all
of its obligations and liabilities under this Note.

          5.7 Corporate Status of Common Stock to be Issued. All Common Stock
(or other securities in the event of an adjustment of the Conversion Price)
which may be issued upon the conversion of this Note shall, upon issuance, be
fully paid and nonassessable.

          5.8 Issuance of Certificate. Upon the conversion of this Note, the
Company shall, within five (5) Business Days of such conversion, issue to the
Holder a certificate or certificates representing the number of shares of the
Common Stock (or other securities in the event of an adjustment of the
Conversion Price) to which the conversion relates.

     6. STATUS OF HOLDER OF NOTE. This Note shall not entitle the Holder to any
voting rights or other rights as a shareholder of the Company or to any rights
whatsoever except the rights herein expressed, and no dividends shall be payable
or accrue in respect of this Note or the securities issuable upon the conversion
hereof unless and until this Note shall be converted. Upon the conversion of
this Note, the Holder shall, to the extent permitted by law, be deemed to be the
holder of record of the shares of Common Stock and Warrants issuable upon such
conversion, notwithstanding that the stock transfer books of the Company shall
then be closed or that the certificates representing such shares of Common Stock
and Warrants shall not then be actually delivered.

     7. RESERVE OF SHARES OF COMMON STOCK. The Company shall reserve out of its
authorized shares of Common Stock, and other securities in the event of an
adjustment of the Conversion Price, a number of shares sufficient to enable it
to comply with its obligation to issue


                                       -4-

<PAGE>

shares of Common Stock, and other securities in the event of an adjustment of
the Conversion Price, upon the conversion of this Note.

     8. Transfer Restrictions; Exemption from Registration.

          8.1 The Holder agrees that (i) this Note and the shares of Common
Stock issuable upon conversion have not been registered under the Act and may
not be sold or transferred without registration under the Act or unless an
exemption from such registration is available; (ii) the Holder has acquired this
Note and will acquire the Common Stock for its own account for investment
purposes only and not with a view toward resale or distribution; and (iii) if a
registration statement that includes the Common Stock is not effective at the
time Common Stock is issued to Holder upon conversion under this Note, and the
Common Stock is not exempt from registration under Rule 144, then the Common
Stock shall be inscribed with the following legend:

     THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED
FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF HOLDER'S COUNSEL,
IN A CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID
ACT.

          8.2 If an opinion of counsel of Holder provides that registration is
not required for the proposed conversion or transfer of this Note or the
proposed transfer of the shares of Common Stock issuable upon conversion and
that the proposed conversion or transfer in the absence of registration would
require the Company to take any action including executing and filing forms or
other documents with the Securities and Exchange Commission (the "SEC") or any
state securities agency, or delivering to the Holder any form or document in
order to establish the right of the Holder to effectuate the proposed conversion
or transfer, the Company agrees promptly, at its expense, to take any such
action; and provided, further, that the Company will reimburse the Holder in
full for any expenses (including but not limited to the fees and disbursements
of such counsel, but excluding brokers' commissions) incurred by the Holder or
owner of shares of Common Stock on his, her or its behalf in connection with
such conversion or transfer of the Note or transfer of the shares of Common
Stock.

     9. Registration Rights.

          The Holders of the Notes and Warrants or Common Stock issued to the
Holder without an effective Registration Statement under the Act (the
"Restricted Shares") shall have the right, under the terms of a Registration
Rights Agreement between the Holder and the Company, to cause the Company
register the Common Stock underlying the Notes and Warrants (the "Underlying
Common Stock") or Restricted Shares in a Registration Statement under the
Securities Act 1993, as amended ("Act"), filed by the Company with the SEC.


                                       -5-

<PAGE>

     10. Rule 144

          If the Company (a) has or registers a class of securities under
Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") or (b) has or commences to file reports under Section 13 or 15(d) of the
Exchange Act, then, at the request of any Holder who proposes to sell securities
in compliance with Rule 144 of the SEC, the Company will (i) forthwith furnish
to such holder a written statement of compliance with the filing requirements of
the SEC as set forth in Rule 144, as such rules may be amended from time to time
and (ii) make available to the public and such Holder such information and take
such other action as is requested by the Holder to enable the Holder to make
sales pursuant to Rule 144.

     11. DEFAULT. The Company shall perform its obligations and covenants
hereunder and in each and every other agreement between the Company and Holder
pertaining to the Indebtedness evidenced hereby. The following provisions shall
apply upon failure of the Company so to perform.

          11.1 Event of Default. Any of the following events shall constitute an
"Event of Default" hereunder:

               11.1.1 Failure by the Company to pay principal of any of the
Notes when due and payable on the Maturity Date;

               11.1.2 Failure of the Company to pay Interest when due hereunder,
which failure continues for a period of thirty (30) days after the due date of
the amount involved; or

               11.1.3 Failure of the Company to perform any of the covenants,
conditions, provisions or agreements contained herein, or in any other agreement
between the Company and Holder, which failure continues for a period of thirty
(30) days after notice of default has been given to the Company by the Holders
of not less than twenty-five percent (25%) of the principal amount of the Notes
then outstanding; provided, however, that if the nature of the Company's
obligation is such that more than thirty (30) days are required for performance,
then an Event of Default shall not occur if the Company commences performance
within such thirty (30) day period and thereafter diligently prosecutes the same
to completion; or

               11.1.4 The entry of an order for relief under Federal Bankruptcy
Code as to the Company or entry of any order appointing a receiver or trustee
for the Company or approving a petition in reorganization or other similar
relief under bankruptcy or similar laws in the United States of America or any
other competent jurisdiction, and if such order, if involuntary, is not
satisfied or withdrawn within sixty (60) days after entry thereof; or the filing
of a petition by the Company seeking any of the foregoing, or consenting
thereto; or the filing of a petition to take advantage of any debtor's act; or
making a general assignment for the benefit of creditors; or admitting in
writing inability to pay debts as they mature.

          11.2 Acceleration. Upon any Event of Default (in addition to any other
rights or remedies provided for under this Note), at the option of the Holders
of not less than twenty-five percent (25%) of the principal amount of the Notes
then outstanding, all sums evidenced hereby, including all principal, Interest,
fees and all other amounts due hereunder, shall become immediately due and
payable. If an Event of Default in the payment of principal or Interest


                                       -6-

<PAGE>

should occur and be continuing with respect to the Note, any one or more holders
of the Notes then outstanding may declare the principal of the Notes to be
immediately due and payable. In the Event of a Default due to a breach of any
other covenant or term, Holders representing twenty-five percent (25%) of the
principal amount of the Notes may take action to accelerate the Notes.

          11.3 Notice by Company. Upon the happening of any Event of Default
specified in this paragraph that is not cured within the respective periods
prescribed above, the Company will give prompt written notice thereof to the
Holder of this Note.

          11.4 No Waiver. Failure of the Holder to exercise any option hereunder
shall not constitute a waiver of the right to exercise the same in the event of
any subsequent Event of Default, or in the event of continuance of any existing
Event of Default after demand or performance thereof.

          11.5 Default Interest. Default Interest will accrue on an unpaid
principal or Interest due hereunder at the rate of fifteen percent (15%) per
annum upon the occurrence of any Event of Default until the Event of Default is
cured.

          11.6 Pursuit of any Remedy. No Holder of a Note may pursue any remedy
under the Notes unless (i) the Company shall have received written notice of a
continuing Event of Default from the Holder and (ii) the Company shall have
received a request from Holders of at least twenty-five percent (25%) of
principal amount of the Notes to pursue such remedy. The Holders of fifty-one
percent (51%) of principal amount of the Notes then outstanding have the right
to direct the time, method and place of conducting any proceeding for exercising
any remedy available to the Noteholders under the Notes.

     12. Assignment, Transfer or Loss of the Note.

          12.1 No Holder of this Note may assign, transfer, hypothecate or sell
all or any part of this Note or in any way alienate or encumber the Note without
the express written consent of the Company, the granting or denial of which
shall be within the absolute discretion of the Company. Any attempt to effect
such transfer without the consent of the Company shall be null and void. The
Company has not registered this Note under the Act or the applicable securities
laws of any state in reliance on exemptions from registration. Such exemptions
depend upon the investment intent of the Holder at the time he acquires his
Note. The Holder is acquiring this Note for his own account for investment
purposes only and not with a view toward distribution or resale of such Note
within the meaning of the Act and the applicable securities laws of any state.
The Company shall be under no duty to register the Note or to comply with an
exemption in connection with the sale, transfer or other disposition under the
applicable laws and regulations of the Act or the applicable securities laws of
any state. The Company may require the Holder to provide, at his expense, an
opinion of counsel satisfactory to the Company to the effect that any proposed
transfer or other assignment of the Note will not result in a violation of the
applicable federal or state securities laws or any other applicable federal or
state laws or regulations.


                                       -7-

<PAGE>

          12.2 All expenses, including reasonable legal fees incurred by the
Company in connection with any permitted transfer, assignment or pledge of this
Note will be paid by the Holder requesting such transfer, assignment or pledge.

          12.3 Upon receipt of evidence reasonably satisfactory to the Company
of the loss, theft, destruction or mutilation of any Note and, in the case of
any such loss, theft or destruction of any Note, upon delivery of an indemnity
bond in such reasonable amount as the Company may determine (or, in the case of
any Note held by the original Noteholder, of an indemnity agreement reasonably
satisfactory to the Company), or, in the case of any such mutilation, upon the
surrender of such Note to the Company at is principal office for cancellation,
the Company at its expense will execute and deliver, in lieu thereof, a new Note
of like tenor, dated the date to which interest hereunder shall have been paid
on such lost, stolen, destroyed or mutilated Note.

          12.4 Subject to Subparagraph 12.1 above, the Holder may, at his
option, either in person or by duly authorized attorney, surrender this Note for
registration of transfer at the principal office of the Company and, upon
payment of any expenses associated with the transfer, receive in exchange
therefor a Note or Notes, dated as of the date to which interest has been paid
on the Note so surrendered, each in the principal amount of $1,000 or any
multiple thereof, for the same aggregate unpaid principal amount as the Note so
surrendered and registered as payable to such person or persons as may be
designated by the Holder. Every Note surrendered for registration of transfer
shall be duly endorsed or shall be accompanied by a written instrument of
transfer duly executed by the Holder or his attorney duly authorized in writing.
Every Note, so made and delivered by the Company in exchange for any Note
surrendered, shall in all other respects be in the same form and have the same
terms as the Note surrendered. No transfer of any Note shall be valid unless
made in such manner at the principal office of the Company.

          12.5 The Company may treat the person in whose name this Note is
registered as the owner and Holder of this Note for the purpose of receiving
payment of all principal of and all Interest on this Note, and for all other
purposes whatsoever, whether or not such Note shall be overdue and, except for
transfers effected in accordance with this subparagraph, the Company shall not
be affected by notice to the contrary.

     13. MODIFICATIONS AND AMENDMENTS. After notice given by the Company to the
Holders of all Notes at the time outstanding, the Company may from time to time
and at any time enter into an agreement or agreements supplemental to the
provisions of this Note for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of the Notes or of modifying
in any manner the rights of the Holders of the Notes; provided, however, that no
such supplemental agreement, modification or amendment may, without the consent
of the holder of each Note then outstanding affected thereby, (i) reduce the
percentage of principal amount of Notes whose Holders may consent to an
amendment, supplement or waiver; (ii) reduce the rate or change the time for
payment of interest, including Default Interest, on any Note; (iii) reduce the
principal amount of any Note or change the Maturity Date of the Notes; (iv) make
any Note payable in money other than that stated in the Note; (v) impair the
right to institute suit for the enforcement of any payment of principal of, or
premium, if any, or interest on, any Note; (vi) make any change in the
percentage of principal amount of Notes necessary to waive compliance with
certain provisions of the Note; or (vii)


                                       -8-

<PAGE>

waive a continuing default or Event of Default in the payment of principal of,
premium, if any, or Interest on the Notes. The modifications and amendments of
the Notes may be made by the Company without the consent of any Holders of Notes
in certain limited circumstances, including (a) to cure any ambiguity, omission,
defect or inconsistency, (b) to provide for the assumption of the obligations of
the Company under the Notes upon the merger, consolidation or sale or other
disposition of all or substantially all of the assets of the Company, or (c) to
make any change that does not adversely affect the rights of any holder of
Notes. The Holders of a majority in aggregate principal amount of the Notes then
outstanding may waive any past default under the Notes, except a default in the
payment of principal, premium, if any, or Interest. Promptly after execution by
the Company and Holders of the Notes of a supplemental agreement pursuant to the
provisions of this paragraph, the Company shall deliver a copy of such
supplemental agreement to all Holders of the Notes at the time outstanding.

     14. NOTICES. All notices provided for herein shall be validly given if in
writing and delivered personally or sent by certified mail, postage prepaid, to
the office of the Company or such other address as the Company may from time to
time designate in writing sent by certified mail, postage prepaid, to the Holder
at his address set forth below or such other address as the Holder may from time
to time designate in writing to the Company by certified mail, postage prepaid.

     15. USURY. All Interest, Default Interest, fees, charges, goods, things in
action or any other sums or things of value, or other contractual obligations
(collectively, the "Additional Sums") paid by the Company hereunder, whether
pursuant to this Note or otherwise, with respect to the Indebtedness evidenced
hereby, or any other document or instrument in any way pertaining to the
Indebtedness, which, under the laws of the State of California may be deemed to
be Interest with respect to such loan or Indebtedness, shall, for the purpose of
any laws of the State of California, which may limit the maximum amount of
Interest to be charged with respect to such loan or Indebtedness, be payable by
the Company as, and shall be deemed to be, Interest and for such purposes only,
the agreed upon and contracted rate of Interest shall be deemed to be increased
by the Additional Sums. Notwithstanding any provision of this Note to the
contrary, the total liability for payments in the nature of Interest under this
Note shall not exceed the limits imposed by applicable law. The Company shall
not assert a claim, and shall actively resist any attempts to compel it to
assert a claim, respecting a benefit under any present or future usury laws
against any Holder of this Note.

     16. BINDING EFFECT. This Note shall be binding upon the parties hereto and
their respective heirs, executors, administrators, representatives, successors
and permitted assigns.

     17. COLLECTION FEES. Except as otherwise provided herein, the Company shall
pay all costs of collection, including reasonable attorneys' fees and all costs
of suit and preparation for such suit (and whether at trial or appellate level),
in the event the unpaid principal amount of this Note, or any payment of
Interest is not paid when due, or in the event Holder is made party to any
litigation because of the existence of the Indebtedness evidenced by this Note,
or if at any time Holder should incur any attorneys' fees in any proceeding
under the Federal Bankruptcy Code (or other similar laws for the protection of
debtors generally) in order to collect any Indebtedness hereunder or to
preserve, protect or realize upon any security for, or guarantee or surety of,
such Indebtedness whether suit be brought or not, and whether through courts of


                                       -9-

<PAGE>

original jurisdiction, as well as in courts of appellate jurisdiction, or
through a bankruptcy court or other legal proceedings.

     18. CONSTRUCTION. This Note shall be governed as to its validity,
interpretation, construction, effect and in all other respects by and in
accordance with the laws and interpretations thereof of the State of California.
Unless the context otherwise requires, the use of terms in singular and
masculine form shall include in all instances singular and plural number and
masculine, feminine and neuter gender.

     19. SEVERABILITY. In the event any one or more of the provisions contained
in this Note or any future amendment hereto shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this Note or such other
agreement, and in lieu of each such invalid, illegal or unenforceable provision
there shall be added automatically as a part of this Note a provision as similar
in terms to such invalid, illegal or unenforceable provision as may be possible
and be valid, legal and enforceable.

     20. ENTIRE AGREEMENT. This Note Agreement represents the entire agreement
and understanding between the parties concerning the subject matter hereof and
supersede all prior and contemporaneous agreements, understandings,
representations and warranties with respect thereto.

     21. GOVERNING LAW; JURISDICTION; JURY TRIAL. The corporate laws of the
State of Nevada shall govern all issues concerning the relative rights of the
Company and its shareholders. All other questions concerning the construction,
validity, enforcement and interpretation of this Note shall be governed by the
internal laws of the State of California, without giving effect to any choice of
law or conflict of law provision or rule (whether of the State of California or
any other jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of California. Each party hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in
the City of San Diego for the adjudication of any dispute hereunder or in
connection herewith or therewith, or with any transaction contemplated hereby or
discussed herein, or in any manner arising in connection with or related to the
transactions contemplated hereby or involving the parties hereto whether at law
or equity and under any contract, tort or any other claim whatsoever and hereby
irrevocably waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of any such
court, that such suit, action or proceeding is brought in an inconvenient forum
or that the venue of such suit, action or proceeding is improper. Each party
hereby irrevocably waives personal service of process and consents to process
being served in any such suit, action or proceeding by mailing or faxing a copy
thereof to such party at the address for such notices as listed in this Note and
agrees that such service shall constitute good and sufficient service of process
and notice thereof. Nothing contained herein shall be deemed to limit in any way
any right to serve process in any manner permitted by law. EACH PARTY HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY
TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR
ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.


                                      -10-

<PAGE>

     22. REPRESENTATIONS AND WARRANTIES TO SURVIVE CLOSING. All representations,
warranties and covenants contained herein shall survive the execution and
delivery of this Note and the issuance of any Conversion Shares upon the
conversion hereof.

     23. HEADINGS. The headings used in this Note are used for convenience only
and are not to be considered in construing or interpreting this Note.

     24. Definitions.

     "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person directly or indirectly,
whether through the ownership of Voting Stock, by contract or otherwise; and the
terms "controlling" and "controlled" have meanings correlative to the foregoing.

     "Board of Directors" means, with respect to any Person, the Board of
Directors of such Person or any committee of the Board of Directors of such
Person duly authorized to act on behalf of the Board of Directors of such
Person.

     "Capital Stock" means, with respect to any Person, any and all shares,
interests, equity participations or other equivalents (however designated) of
corporate stock or partnership interests and any and all warrants, options and
rights with respect thereto (whether or not currently exercisable), including
each class of common stock and preferred stock of such Person.

     "GAAP" means generally accepted accounting principles as in effect in the
United States of America as of the Issue Date.

     "Holder" means a Person in whose name a Note is registered on the Company's
books.

     "Indebtedness" means, without duplication, with respect to any Person, (a)
all obligations of such Person (i) in respect of borrowed money (whether or not
the recourse of the lender is to the whole of the assets of such person or only
to a portion thereof); (ii) evidenced by bonds, notes, debentures or similar
instruments; (iii) representing the balance deferred and unpaid of the purchase
price of any property or services (other than accounts payable or other
obligations arising in the ordinary course of business); (iv) evidenced by
bankers' acceptances or similar instruments issued or accepted by banks, (v) for
the payment of money relating to a capitalized lease obligation under GAAP; or
(vi) evidenced by a letter of credit or a reimbursement obligation of such
Person with respect to any letter of credit; (b) all net obligations of such
Person under interest rate swap obligations and foreign currency hedges; (c) all
liabilities of others of the kind described in the preceding clauses (a) or (b)
that such Person has guaranteed or that are otherwise its legal liability; (d)
Indebtedness (as otherwise defined in this definition) of another Person secured
by lien on any asset of such Person, whether or not such Indebtedness is assumed
by such Person, the amount of such obligations being deemed to be the lesser of
(1) the full amount of such obligations so secured, and (2) the fair market
value of such asset, as determined in good faith by the Board of Directors of
such Person, which determination shall be evidenced by a board resolution; and
(e) any and all deferrals, renewals, extensions, refinancings and refundings
(whether direct or indirect) of, or amendments, modifications or supplements to,


                                      -11-

<PAGE>

any liability of the kind described in any of the preceding clauses (a), (b),
(c), (d) or this clause (e), whether or not between or among the same parties.

     "Issue Date" means the date on which the Note is originally issued.

     "Maturity Date" means January 2, 2006.

     "Person" means any individual, corporation, partnership, joint venture,
trust, estate, unincorporated organization or government or any agency or
political subdivision thereof.

     A "subsidiary" of any Person means (i) a corporation a majority of whose
Voting Stock is at the time, directly or indirectly, owned by such Person, by
one or more subsidiaries of such Person or by such Person and one or more
subsidiaries of such Person, (ii) a partnership in which such Person or a
subsidiary of such Person is, at the date of determination, a general or limited
partner of such partnership, but only if such Person or its subsidiary is
entitled to receive more than fifty percent (50%) of the assets of such
partnership upon its dissolution, or (iii) any other Person (other than a
corporation or partnership) in which such Person, directly or indirectly, at the
date of determination thereof, has (x) at least a majority ownership interest or
(y) the power to elect or direct the election of a majority of directors or
other governing body of such Person.

     "Subsidiary" means any subsidiary of the Company.

     "Voting Stock" means, with respect to any Person, securities of any class
or classes of Capital Stock in such Person entitling the holders thereof,
whether at all times or only so long as no senior class of stock has voting
power by reason of any contingency to vote in the election of members of the
Board of Directors or other governing body of such Person.

     25. MISCELLANEOUS. Except as otherwise provided herein, the Company waives
demand, diligence, presentment for payment and protest, notice of extension,
dishonor, maturity and protest. Time is of the essence with respect to the
performance of each and every covenant, condition, term and provision hereof.

     IN WITNESS WHEREOF, this Note has been issued on the _______ day of
________, 2005.

                                        AETHLON MEDICAL, INC.


                                        By
                                           -------------------------------------
                                           James A. Joyce
                                           Its Chairman and CEO


                                      -12-

<PAGE>

Mailing Address of Holder:

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

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

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

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

Mailing Address of Company:
3030 Bunker Hill Street
Suite 4000
San Diego, CA 92109


                                      -13-

<PAGE>

                                    EXHIBIT A

                              SCHEDULE OF ADVANCES

<TABLE>
<CAPTION>
DATE   AMOUNT
- ----   ------
<S>    <C>

</TABLE>


                                      -14-

<PAGE>

                                    EXHIBIT B

                                CONVERSION NOTICE

                (To be signed only upon conversion of this Note)

TO: AETHLON MEDICAL, INC.

The undersigned, the registered holder of the 10 % Series A Convertible Note
(the "Note") of AETHLON MEDICAL, INC. (the "Company"), hereby surrenders the
Note for conversion into shares of Common Stock of the Company (the "Common
Stock") to the extent of $_______ unpaid principal amount of the Note and
$_______ unpaid accrued Interest due under the Note, all in accordance with the
provisions of such Note. The undersigned requests (i) that a certificate
representing shares of Common Stock, bearing the appropriate legends, be issued
to the undersigned, and (ii) if the unpaid principal amount so converted is less
than the entire unpaid principal amount of the Note, that a new substitute note
representing the portion of said unpaid principal amount that is not so
converted be issued in accordance with the provisions of the Note.


- -------------------------------------
(Signature and name of the registered
holder)

- -------------------------------------
Print Name

Dated:
       ------------------------------

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.II
<SEQUENCE>3
<FILENAME>p71468aexv99wii.txt
<DESCRIPTION>EX-99.II
<TEXT>
<PAGE>
                                                                    Exhibit (ii)

     THESE SECURITIES MAY NOT BE OFFERED OR SOLD UNLESS AT THE TIME OF SUCH
   OFFER OR SALE, THE PERSON MAKING SUCH OFFER OR SALE DELIVERS A PROSPECTUS
    MEETING THE REQUIREMENTS OF SECTION 10 OF THE SECURITIES ACT OF 1933, AS
        AMENDED ("ACT"), FORMING A PART OF A REGISTRATION STATEMENT, OR
      POST-EFFECTIVE AMENDMENT THERETO, WHICH IS EFFECTIVE UNDER SAID ACT,
  UNLESS IN THE OPINION OF COUNSEL TO THE CORPORATION, SUCH OFFER AND SALE IS
              EXEMPT FROM THE PROVISIONS OF SECTION 5 OF SAID ACT.

                              AETHLON MEDICAL, INC.

                          COMMON STOCK PURCHASE WARRANT

     Aethlon Medical, Inc. (the "Company"), a Nevada corporation, hereby
certifies that, for value received of $.001 per Warrant, ______________________
(the "Holder"), whose address is ______________________________________________,
is entitled, subject to the terms set forth below at any time or from time to
time after the date hereof and before the Expiration Date (as defined below), to
purchase from the Company _________ shares (the "Shares") of Common Stock, $
..001 par value, at a price of $.20 per Share (the purchase price per Share, as
adjusted from time to time pursuant to the provisions hereunder set forth, is
referred to in this Warrant as the "Purchase Price").

     This Warrant was issued to the Holder in connection with the Holder's
conversion of all or part of a 10% Series A Convertible Note issued by the
Company into its Common Stock.

1. TERMS OF THE WARRANT.

     1.1 Time of Exercise. Subject to the provisions of Sections 1.5, "Transfer
and Assignment," and 3.1, "Registration and Legends," this Warrant may be
exercised at any time and from time to time after 9:00 a.m., P.S.T., on
_____________, 2005 (the "Exercise Commencement Date"), but no later than 5:00
p.m., P.S.T., ___________, 2008 (the "Expiration Date"), at which point it shall
become void and all rights under this Warrant shall cease.

     1.2 Manner of Exercise.

          1.2.1 Upon compliance with and subject to the conditions set forth in
this Warrant, the Holder may exercise this Warrant, in whole or in part, upon
surrender of this Warrant with the form of subscription attached hereto duly
executed to the Company at its corporate office at the address indicated in this
Warrant, together with the full Purchase Price for each Share to be purchased
(i) in lawful money of the United States, or by certified check, bank draft or
postal or express money order payable in United States dollars to the order of
the Company or (ii) a manner acceptable to the Company.

          1.2.2 Upon receipt of this Warrant with the form of subscription duly
executed and accompanied by payment of the aggregate Purchase Price for the
Shares for which this Warrant is then being exercised, the Company shall cause
to be issued certificates or other evidence of ownership, for the total number
of whole Shares for which this Warrant is being exercised in such denominations
as are required for delivery to the Holder, and the Company shall thereupon
deliver such documents to the Holder or its nominee.

<PAGE>

          1.2.3 If the Holder exercises this Warrant with respect to fewer than
all of the Shares that may be purchased under this Warrant, the Company shall
execute a new Warrant for the balance of the Shares that may be purchased upon
exercise of this Warrant and deliver such new Warrant to the Holder.

          1.2.4 The Company covenants and agrees that it will pay when due and
payable any and all taxes which may be payable in respect of the issue of this
Warrant, or the issue of any Shares upon the exercise of this Warrant. The
Company shall not, however, be required to pay any tax which may be payable in
respect of any transfer involved in the issuance or delivery of this Warrant or
of the Shares in a name other than that of the Holder at the time of surrender,
and until the payment of such tax, the Company shall not be required to issue
such Shares.

          1.2.5 The Company shall, at the time of any exercise of all or part of
this Warrant, upon the request of the Holder hereof, acknowledge in writing its
continuing obligation to afford to such Holder any rights to which such Holders
shall continue to be entitled after such exercise in accordance with the
provisions of this Warrant, provided that if the Holder of this Warrant shall
fail to make any such request, such failure shall not affect the continuing
obligations of the Company to afford to such Holder any such rights.

     1.3 Exchange of Warrant. This Warrant may be split-up, combined or
exchanged for another Warrant or Warrants of like tenor to purchase a like
aggregate number of Shares. If the Holder desires to split-up, combine or
exchange this Warrant, it shall make such request in writing delivered to the
Company at its corporate office and shall surrender this Warrant and any other
Warrants to be so split-up, combined or exchanged, the Company shall execute and
deliver to the person entitled thereto a Warrant or Warrants, as the case may
be, as so requested. The Company shall not be required to effect any split-up,
combination or exchange which will result in the issuance of a Warrant entitling
the Holder to purchase upon exercise a fraction of a Share. The Company may
require the Holder to pay a sum sufficient to cover any tax or governmental
charge that may be imposed in connection with any split-up, combination or
exchange of Warrants. The term "Warrant" as used herein includes any Warrants
issued in substitution for or replacement of this Warrant, or into which this
Warrant may be divided or exchanged.

     1.4 Holder as Owner. Prior to due presentment for registration of transfer
of this Warrant, the Company may deem and treat the Holder as the absolute owner
of this Warrant (notwithstanding any notation of ownership or other writing
hereon) for the purpose of any exercise hereof and for all other purposes, and
the Company shall not be affected by any notice to the contrary. Irrespective of
the date of issue and delivery of certificates for any Shares issuable upon the
exercise of the Warrant, each person in whose name any such certificate is
issued shall be deemed to have become the holder of record of the Shares
represented thereby on the date on which all or a portion of the Warrant
surrendered in connection with the subscription therefor was surrendered and
payment of the purchase price was tendered. No surrender of all or a portion of
the Warrant on any date when the stock transfer books of the Company are closed,
however, shall be effective to constitute the person or persons entitled to
receive Shares upon such surrender as the record holder of such Shares on such
date, but such person or persons shall be constituted the record holder or
holders of such Shares at the close of business on the next succeeding date on
which the stock transfer books are opened. Each person holding any Shares
received upon exercise of Warrant shall be entitled to receive only dividends or
distributions


                                       -2-

<PAGE>

payable to holders of record on or after the date on which such person shall be
deemed to have become the holder of record of such Shares.

     1.5 Transfer and Assignment. This Warrant may not be sold, hypothecated,
exercised, assigned or transferred except in accordance with and subject to the
provisions of the Securities Act of 1933, as amended (the "Act").

     1.6 Method for Assignment. Any assignment permitted under this Warrant
shall be made by surrender of this Warrant to the Company at its principal
office with the form of assignment attached hereto duly executed and funds
sufficient to pay any transfer tax. In such event, the Company shall, without
charge, execute and deliver a new Warrant in the name of the assignee designated
in such instrument of assignment and this Warrant shall promptly be canceled.
This Warrant may be divided or combined with other Warrants which carry the same
rights upon presentation thereof at the corporate office of the Company together
with a written notice signed by the Holder, specifying the names and
denominations in which such new Warrants are to be issued.

     1.7 Rights of Holder. Nothing contained in this Warrant shall be construed
as conferring upon the Holder the right to vote or consent or receive notice as
a stockholder in respect of any meetings of stockholders for the election of
directors or any other matter, or as having any rights whatsoever as a
stockholder of the Company. If, however, at any time prior to the expiration of
this Warrant and prior to its exercise, any of the following shall occur:

          1.7.1 The Company shall take a record of the holders of its shares of
Common Stock for the purpose of entitling them to receive a dividend or
distribution payable otherwise than in cash, or a cash dividend or distribution
payable otherwise than out of current or retained earnings, as indicated by the
accounting treatment of such dividend or distribution on the books of the
Company; or

          1.7.2 The Company shall offer to the holders of its Common Stock any
additional shares of capital stock of the Company or securities convertible into
or exchangeable for shares of capital stock of the Company, or any option, right
or warrant to subscribe therefor; or

          1.7.3 There shall be proposed any capital reorganization or
reclassification of the Common Stock, or a sale of all or substantially all of
the assets of the Company, or a consolidation or merger of the Company with
another entity; or

          1.7.4 There shall be proposed a voluntary or involuntary dissolution,
liquidation or winding up of the Company; then, in any one or more of said
cases, the Company shall cause to be mailed to the Holder, at the earliest
practicable time (and, in any event, not less than thirty (30) days before any
record date or other date set for definitive action), written notice of the date
on which the books of the Company shall close or a record shall be taken to
determine the stockholders entitled to such dividend, distribution, convertible
or exchangeable securities or subscription rights, or entitled to vote on such
reorganization, reclassification, sale, consolidation, merger, dissolution,
liquidation or winding up, as the case may be. Such notice shall also set forth
such facts as shall indicate the effect of such action (to the extent such
effect


                                       -3-

<PAGE>

may be known at the date of such notice) on the Purchase Price and the kind and
amount of the Common Stock and other securities and property deliverable upon
exercise of this Warrant. Such notice shall also specify the date as of which
the holders of the Common Stock of record shall participate in said distribution
or subscription rights or shall be entitled to exchange their Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, sale, consolidation, merger, dissolution, liquidation or
winding up, as the case may be (on which date, in the event of voluntary or
involuntary dissolution, liquidation or winding up of the Company, the right to
exercise this Warrant shall terminate). Without limiting the obligation of the
Company to provide notice to the holder of actions hereunder, it is agreed that
failure of the Company to give notice shall not invalidate such action of the
Company.

     1.8 Lost Warrant Certificate(s). Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of this
Warrant, and, in the case of loss, theft or destruction of reasonably
satisfactory indemnification, including a surety bond if required by the
Company, and upon surrender and cancellation of this Warrant, if mutilated, the
Company will cause to be executed and delivered a new Warrant of like tenor and
date. Any such new Warrant executed and delivered shall constitute an additional
contractual obligation on the part of the Company, whether or not this Warrant
so lost, stolen, destroyed, or mutilated shall be at any time enforceable by
anyone.

     1.9 Covenants of the Company. The Company covenants and agrees as follows:

          1.9.1 At all times it shall reserve and keep available for the
exercise of this Warrant into Common Stock such number of authorized shares of
Common Stock as are sufficient to permit the exercise in full of this Warrant
into Common Stock; and

          1.9.2 All Shares issued upon exercise of the Warrant shall be duly
authorized, validly issued and outstanding, fully-paid and non-assessable.

     1.10 Limitation on Exercise Rights. Notwithstanding any other provision of
Section 1 to the contrary, the Holder shall not be entitled to exercise this
Warrant and any other Warrant (the "Related Warrants") issued by the Company to
the Holder or convert any of the 10% Series A Convertible Notes (the "Notes")
issued by the Company to the Holder into Common Stock in excess of that number
of shares of Common Stock which, upon giving effect to such conversion, would
cause the aggregate number of shares of Common Stock beneficially owned by the
Holder and its Affiliates to exceed 9.9% of the outstanding shares of the Common
Stock following such conversion. For purposes of the foregoing provision, the
aggregate number of shares of Common Stock beneficially owned by the Holder and
its Affiliates shall include the number of shares of Common Stock beneficially
owned and those shares issuable upon conversion of all Notes and Related
Warrants with respect to which the determination of such provision is being
made, but shall exclude the number of shares of Common Stock that would be
issuable upon (i) conversion of the remaining principal amount(s) of all Notes
and the Related Warrants beneficially owned by the Holder and its Affiliates and
(ii) exercise or conversion of the unexercised or unconverted portion of any
other securities of the Company into Common Stock beneficially owned by the
Holder and its Affiliates that are subject to a limitation on conversion or
exercise analogous to the limitation contained in this Note. For purposes of
this Section, in determining the number of outstanding shares of Common Stock
the Holder may rely on the


                                       -4-

<PAGE>

number of outstanding shares of Common Stock as reflected in (a) the Company's
most recent Form 10-Q or Form 10-K, as the case may be, or (b) more recent
public announcement by the Company or (c) any other written communication by the
Company or its Transfer Agent setting forth the number of shares of Common Stock
outstanding. Upon the reasonable written or oral request of the Holder, the
Company shall promptly confirm orally and in writing to the Holder the number of
shares of Common Stock then outstanding. In any case, the number of outstanding
shares of Common Stock shall be determined after giving effect to any
conversions, exercises or purchases by the Holder since the date as of which
such number of outstanding shares of Common Stock was reported. Except as
otherwise set forth herein, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). For purposes of this Warrant, an "Affiliate" of any
specified Person means any other Person directly or indirectly controlling or
controlled by or under common control with such specified Person. A "Person"
means any individual, corporation, partnership, joint venture, trust, estate or
unincorporated organization.

2. ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES PURCHASABLE UPON EXERCISE.

     2.1 Recapitalization. The number of Shares purchasable on exercise of this
Warrant and the Purchase Price therefor shall be subject to adjustment from time
to time in the event that the Company shall: (i) pay a dividend in, or make a
distribution of, shares of Common Stock; (ii) subdivide its outstanding shares
of Common Stock into a greater number of shares; (iii) combine its outstanding
shares of Common Stock into a smaller number of shares; or (iv) spin-off a
subsidiary by distributing, as a dividend or otherwise, shares of the subsidiary
to its stockholders. In any such case, the total number of shares purchasable on
exercise of this Warrant immediately prior thereto shall be adjusted so that the
Holder shall be entitled to receive, at the same aggregate purchase price, the
number of shares of Common Stock that the Holder would have owned or would have
been entitled to receive immediately following the occurrence of any of the
events described above had this Warrant been exercised in full immediately prior
to the occurrence (or applicable record date) of such event. An adjustment made
pursuant to this Paragraph 2 shall, in the case of a stock dividend or
distribution, be made as of the record date and, in the case of a subdivision or
combination, be made as of the effective date thereof. If, as a result of any
adjustment pursuant to this Paragraph 2, the Holder shall become entitled to
receive shares of two or more classes of series of securities of the Company,
the Board of Directors of the Company shall equitably determine the allocation
of the adjusted purchase price between or among shares or other units of such
classes or series and shall notify the Holder of such allocation.

     2.2 Merger or Consolidation. In the event of any reorganization or
recapitalization of the Company or in the event the Company consolidates with or
merges into another entity or transfers all or substantially all of its assets
to another entity, then and in each such event, the Holder, on exercise of this
Warrant as provided herein, at any time after the consummation of such
reorganization, recapitalization, consolidation, merger or transfer, shall be
entitled, and the documents executed to effectuate such event shall so provide,
to receive the stock or other securities or property to which the Holder would
have been entitled upon such consummation if the Holder had exercised this
Warrant immediately prior thereto. In such case, the terms of this Warrant shall
survive the consummation of any such reorganization, recapitalization,
consolidation, merger or transfer and shall be applicable to the shares of stock
or other securities


                                       -5-

<PAGE>

or property receivable on the exercise of this Warrant after such consummation.
and as an exchange for a larger or smaller number of shares, as the case may be.

     2.3 Notice of Dissolution or Liquidation. Except as otherwise provided in
Section 2.2, "Merger or Consolidation," in the case of any sale or conveyance of
all or substantially all of the assets of the Company in connection with a plan
of complete liquidation of the Company, or in the case of the dissolution,
liquidation or winding-up of the Company, all rights under this Warrant shall
terminate on a date fixed by the Company, such date so fixed to be not earlier
than the date of the commencement of the proceedings for such dissolution,
liquidation or winding-up and not later than thirty (30) days after such
commencement date. Notice of such termination of purchase rights shall be given
to the Holder at least thirty (30) days prior to such termination date.

     2.4 Statement of Adjustment. Any adjustment pursuant to the provisions of
this Section 2 shall be made on the basis of the number of Shares which the
Holder would have been entitled to acquire by exercise of this Warrant
immediately prior to the event giving rise to such adjustment and, as to the
Purchase Price in effect immediately prior to the rise to such adjustment.
Whenever any such adjustment is required to be made, the Company shall forthwith
determine the new number of Shares which the Holder hereof shall be entitled to
purchase hereunder and/or such new Purchase Price and shall prepare, retain on
file and transmit to the Holder within ten (10) days after such preparation a
statement describing in reasonable detail the method used in calculating such
adjustment.

     2.5 No Fractional Shares. The Company shall not issue any fraction of a
Share in connection with the exercise of this Warrant, and in any case where the
Holder would, except for the provisions of this Section 2.5, be entitled under
the terms of this Warrant to receive a fraction of a Share upon such exercise,
the Company shall upon the exercise and receipt of the Purchase Price, issue the
largest number of whole Shares purchasable upon exercise of this Warrant. The
Company shall not be required to make any cash or other adjustment in respect of
such fraction of a Share to which the Holder would otherwise be entitled. The
Holder, by the acceptance of this Warrant, expressly waives his right to receive
a certificate for any fraction of a Share upon exercise hereof.

     2.6 No Change in Form Required. The form of Warrant need not be changed
because of any change pursuant to this Section 2 in the Purchase Price or in the
number of Shares purchasable upon the exercise of a Warrant, may state the same
Purchase Price and the same number of shares of Common Stock as are stated in
the Warrants initially issued pursuant to the Agreement.

3. REGISTRATION UNDER THE SECURITIES ACT OF 1933.

     3.1 Registration and Legends. The Holder understands that (i) the Company
has not registered the Warrant or the Shares under the Act, or the applicable
securities laws of any state in reliance on exemptions from registration and
(ii) such exemptions depend upon the Holder's investment intent at the time the
Holder acquires the Warrant or the Shares. The Holder therefore represents and
warrants that it is acquiring the Warrant, and will acquire the Shares, for the
Holder's own account for investment and not with a view to distribution,
assignment, resale


                                      -6-

<PAGE>

or other transfer of the Warrant or the Shares. Because the Warrant and the
Shares are not registered, the Holder is aware that the Holder must hold them
indefinitely unless they are registered under the Act and any applicable
securities laws or the Holder must obtain exemptions from such registration.
Upon exercise, in part or in whole, of this Warrant, the Shares shall bear the
following legend:

          The shares of Common Stock represented by this certificate have not
     been registered under the Securities Act of 1933, as amended ("Act") or any
     applicable state securities laws, and they may not be offered for sale,
     sold, transferred, pledged or hypothecated without an effective
     registration statement under the Securities Act and under any applicable
     state securities laws, or an opinion of counsel, satisfactory to the
     company, that an exemption from such registration is available.

     3.2 No-Action Letter. The Company agrees that it will be satisfied that no
post-effective amendment or new registration is required for the public sale of
the Shares if it shall be presented with a letter from the Staff of the
Securities and Exchange Commission (the "Commission"), stating in effect that,
based upon stated facts which the Company shall have no reason to believe are
not true in any material respect, the Staff will not recommend any action to the
Commission if such Shares are offered and sold without delivery of a prospectus,
and that, therefore, no Registration Statement under which such shares are to be
registered is required to be filed.

     3.3 Registration Rights. The Holders of the Notes and Warrants or Common
Stock issued to the Holder without an effective Registration Statement under the
Act (the "Restricted Shares") shall have the right, under the terms of a
Registration Rights Agreement between the Holder and the Company, to cause the
Company register the Common Stock underlying the Notes and Warrants (the
"Underlying Common Stock") or Restricted Shares in a Registration Statement
under the Act filed by the Company with the Commission.

     3.4 Rule 144. If the Company (a) has or registers a class of securities
under Section 12 of the Exchange Act or (b) has or commences to file reports
under Section 13 or 15(d) of the Exchange Act, then, at the request of any
Holder who proposes to sell securities in compliance with Rule 144 of the SEC,
the Company will (i) forthwith furnish to such holder a written statement of
compliance with the filing requirements of the SEC as set forth in Rule 144, as
such rules may be amended from time to time and (ii) make available to the
public and such Holder such information and take such other action as it
requested by the Holder as will enable the Holder to make sales pursuant to Rule
144.

     3.5 Agreements. The agreements in this Section shall continue in effect
regardless of the exercise and surrender of this Warrant.

4. RESERVATION OF SHARES. The Company shall at all times reserve, for the
purpose of issuance on exercise of this Warrant such number of shares of Common
Stock or such class or classes of capital stock or other securities as shall
from time to time be sufficient to comply with this Warrant and the Company
shall take such corporate action as may, in the opinion of its counsel, be
necessary to increase its authorized and unissued Common Stock or such other
class


                                       -7-

<PAGE>

or classes of capital stock or other securities to such number as shall be
sufficient for that purpose.

5. SURVIVAL. All agreements, covenants, representations and warranties herein
shall survive the execution and delivery of this Warrant and any investigation
at any time made by or on behalf of any parties hereto and the exercise, sale
and purchase of this Warrant (and any other securities or property) issuable on
exercise hereof.

6. REMEDIES. The Company agrees that the remedies at law of the Holder, in the
event of any default or threatened default by the Company in the performance or
compliance with any of the terms of this Warrant, may not be adequate and such
terms may, in addition to and not in lieu of any other remedy, be specifically
enforced by a decree of specific performance of any agreement contained herein
or by an injunction against a violation of any of the terms hereof or otherwise.

7. OTHER MATTERS.

     7.1 Binding Effect. All the covenants and provisions of this Warrant by or
for the benefit of the Company shall bind and inure to the benefit of its
successors and assigns hereunder.

     7.2 Notices. Notices or demands pursuant to this Warrant to be given or
made by the Holder to or on the Company shall be sufficiently given or made if
sent by certified or registered mail, return receipt requested, postage prepaid,
and addressed, until another address is designated in writing by the Company, as
follows:

               Aethlon Medical, Inc.
               3030 Bunker Hill Street
               Suite 4000
               San Diego, CA 92109
               Attn: President

Notices to the Holder provided for in this Warrant shall be deemed given or made
by the Company if sent by certified or registered mail, return receipt
requested, postage prepaid, and addressed to the Holder at the Holder's last
known address as it shall appear on the books of the Company.

     7.3 Governing Law. The validity, interpretation and performance of this
Warrant shall be governed by the laws of the State of California.

     7.4 Parties Bound and Benefitted. Nothing in this Warrant expressed and
nothing that may be implied from any of the provisions hereof is intended, or
shall be construed, to confer upon, or give to, any person or corporation other
than the Company and the Holder any right, remedy or claim under promise or
agreement hereof, and all covenants, conditions, stipulations, promises and
agreements contained in this Warrant shall be for the sole and exclusive benefit
of the Company and its successors and of the Holder, its successors and, if
permitted, its assignees.


                                       -8-

<PAGE>

     7.5 Headings. The Article headings herein are for convenience only and are
not part of this Warrant and shall not affect the interpretation thereof.

     IN WITNESS WHEREOF, this Warrant has been duly executed by the Company
under its corporate seal as of the ____ day of ____________, 2005.

                                        AETHLON MEDICAL, INC.


                                        By:
                                            ------------------------------------
                                            James A. Joyce
                                            Chairman and Chief Executive Officer


                                       -9-

<PAGE>

                              AETHLON MEDICAL, INC.

                                   ASSIGNMENT

     FOR VALUE RECEIVED, _____________________________________ hereby sells,
assigns and transfers unto _____________________________________________________
________________________________________________________ the within Warrant and
the rights represented thereby, and does hereby irrevocably constitute and
appoint ______________________________________ Attorney, to transfer said
Warrant on the books of the Company, with full power of substitution.

Dated:
       ------------------------------


                                        Signed:
                                                --------------------------------

                                        Print Name:
                                                    ----------------------------

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.III
<SEQUENCE>4
<FILENAME>p71468aexv99wiii.txt
<DESCRIPTION>EX-99.III
<TEXT>
<PAGE>
                                                                   Exhibit (iii)

                                SUBSCRIPTION FORM

                              AETHLON MEDICAL, INC.
                             3030 BUNKER HILL STREET
                            SUITE 4000, SAN DIEGO, CA

     The undersigned hereby irrevocably subscribes for the purchase of _____
shares of Common Stock (the "Shares"), pursuant to and in accordance with the
terms and conditions of this Warrant, and herewith makes payment, covering the
purchase of the Shares, which should be delivered to the undersigned at the
address stated below, and, if such number of Shares shall not be all of the
Shares purchasable hereunder, then a new Warrant of like tenor for the balance
of the remaining Shares purchasable under this Warrant be delivered to the
undersigned at the address stated below.

     The undersigned agrees that: (1) the undersigned will not offer, sell,
transfer or otherwise dispose of any such Shares, unless either (a) a
registration statement, or post-effective amendment thereto, covering such
Shares have been filed with the Securities and Exchange Commission pursuant to
the Securities Act of 1933, as amended (the "Act"), and such sale, transfer or
other disposition is accompanied by a prospectus meeting the requirements of
Section 10 of the Act forming a part of such registration statement, or
post-effective amendment thereto, which is in effect under the Act covering the
Shares to be so sold, transferred or otherwise disposed of, or (b) counsel to
Aethlon Medical, Inc. (the "Company") satisfactory to the undersigned has
rendered an opinion in writing and addressed to the Company that such proposed
offer, sale, transfer or other disposition of the Shares is exempt from the
provisions of Section 5 of the Act in view of the circumstances of such proposed
offer, sale, transfer or other disposition; (2) the Company may notify the
transfer agent for its Common Stock that the certificates for the Common Stock
acquired by the undersigned are not to be transferred unless the transfer agent
receives advice from the Company that one or both of the conditions referred to
in (1)(a) and (1)(b) above have been satisfied; and (3) the Company may affix
the legend set forth in Section 3.1 of this Warrant to the certificates for
Shares hereby subscribed for, if such legend is applicable.


Dated:                                  Signed:
       ------------------------------           --------------------------------

                                        Address:
                                                 -------------------------------

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

<PAGE>

                          REGISTRATION RIGHTS AGREEMENT

     This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into as of
_________, 2005, by and among AETHLON MEDICAL, INC., a Nevada corporation (the
"Company"), and the parties who are signatories to this Agreement (collectively
referred to as the "Holders").

     WHEREAS, the Company has sold or will sell to the Holders up to One Million
Dollars ($1,000,000) principal amount of 10% Series A Convertible Notes (the
"Notes"), which are convertible into units (the "Units") comprised of one share
of the Company's Common Stock (the "Common Stock") and one Common Stock purchase
warrant (the "Warrant") exercisable to purchase Common Stock at a price of $.20
per share in a private placement (the "Offering");

     WHEREAS, in order to induce the Holders to purchase the Notes, the Company
has entered into this Agreement to register the Common Stock issuable upon
conversion of the Notes (the "Conversion Shares") and upon exercise of the
Warrants (the "Warrant Shares") under the Securities Act of 1933, as amended
(the "Act") in accordance with the provisions of this Agreement; and

     WHEREAS, the Conversion Shares and Warrant Shares are collectively referred
to in this Agreement as "Registrable Securities."

     NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Agreement, the parties hereto agree as follows:

     1. DEFINITIONS.

     As used in this Agreement, the following terms shall have the following
meanings. Other capitalized terms in this Agreement will have the meanings set
forth in the Notes and the Warrants, as the case may be.

          1.1 "Business Day" means any day except Saturday, Sunday and any day
     which shall be a legal holiday or a day on which banking institutions in
     the State of New York or the State of California are authorized or required
     by law or other government actions to close.

          1.2 "Effectiveness Date" means, with respect to the initial
     Registration Statement required to be filed hereunder as to shares of
     Common Stock underlying the shares of Notes and Warrants, the ninetieth
     (90th) calendar day following the Filing Date and, with respect to any
     additional Registration Statements which may be required pursuant to
     Section 3.3, the ninetieth (90th) calendar day following the date on which
     the Company first knows, or reasonably should have known, that such
     additional Registration Statement is required hereunder; provided, however,
     if the Company is notified by the Commission that one of the above
     Registration Statements will not be reviewed or is no longer subject to
     further review and comments, the Effectiveness Date


                                        1

<PAGE>

     as to such Registration Statement shall be the tenth (10th) Trading Day
     following the date on which the Company is so notified if such date
     precedes the dates required above.

          1.3 "Effectiveness Period" shall have the meaning set forth in Section
     2.1.

          1.4 "Filing Date" means, with respect to the initial Registration
     Statement required to be filed hereunder as to shares of Common Stock
     underlying the Notes and Warrants, the later of November 30, 2005 or thirty
     (30) days after the date the Company completes a financing in addition to
     the Notes of at least $1.0 million, but in no event later than December 31,
     2005; and with respect to any additional Registration Statements which may
     be required pursuant to Section 3.3, the thirtieth (30th) day following the
     date on which the Company first knows, or reasonably should have known that
     such additional Registration Statement is required hereunder.

          1.5 "Holder" or "Holders" means the holder or holders, as the case may
     be, from time to time of Registrable Securities.

          1.6 "Indemnified Party" shall have the meaning set forth in Section
     5.3.

          1.7 "Indemnifying Party" shall have the meaning set forth in Section
     5.3.

          1.8 "Prospectus" means the prospectus included in a Registration
     Statement (including, without limitation, a prospectus that includes any
     information previously omitted from a prospectus filed as part of an
     effective registration statement in reliance upon Rule 430A promulgated
     under the Securities Act), as amended or supplemented by any prospectus
     supplement, with respect to the terms of the offering of any portion of the
     Registrable Securities covered by a Registration Statement, and all other
     amendments and supplements to the Prospectus, including post-effective
     amendments, and all material incorporated by reference or deemed to be
     incorporated by reference in such Prospectus.

          1.9 "Registrable Securities" means all of the shares of Common Stock
     issuable upon conversion in full of the Notes and exercise in full of the
     Warrants, and the shares of Common Stock issuable in lieu of the payment of
     liquidated damages, together with any securities issued or issuable upon
     any stock split, dividend or other distribution recapitalization or similar
     event with respect to the foregoing.

          1.10 "Registration Statement" means the registration statements
     required to be filed hereunder and any additional registration statements
     contemplated by Section 3.3, including (in each case) the Prospectus,
     amendments and supplements to such registration statement or Prospectus,
     including pre- and post-effective amendments, all exhibits thereto, and all
     material incorporated by reference or deemed to be incorporated by
     reference in such registration statement.

          1.11 "Rule 415" means Rule 415 promulgated by the Commission pursuant
     to the Securities Act, as such Rule may be amended from time to time, or
     any similar rule or


                                        2

<PAGE>

     regulation hereafter adopted by the Commission having substantially the
     same effect as such Rule.

          1.12 "Rule 424" means Rule 424 promulgated by the Commission pursuant
     to the Securities Act, as such Rule may be amended from time to time, or
     any similar rule or regulation hereafter adopted by the Commission having
     substantially the same effect as such Rule.

          1.13 "Special Counsel" means one special counsel for the Holders, the
     cost of whose services will be reimbursed by the Company pursuant to
     Section 4.

          1.14 "Warrants" shall mean the Common Stock purchase warrants issued
     to the Holders upon conversion of the Notes.

     2. SHELF REGISTRATION.

          2.1 On or prior to each Filing Date, the Company shall prepare and
     file with the Commission a "Shelf" Registration Statement covering the
     resale of all Registrable Securities applicable to such Filing Date for an
     offering to be made on a continuous basis pursuant to Rule 415. The
     Registration Statement shall be on Form S-3 (except if the Company is not
     then eligible to register for resale the Registrable Securities on Form
     S-3, in which case such registration shall be on Form SB-2 or another
     appropriate form in accordance herewith) and shall contain (except if
     otherwise directed by the Holders) the "Plan of Distribution" in
     substantially the form attached hereto as Exhibit A. The Company shall use
     its best efforts to cause the Registration Statement to be declared
     effective under the Securities Act as promptly as possible after the filing
     thereof, but in any event prior to the applicable Effectiveness Date, and
     shall use its best efforts to keep such Registration Statement continuously
     effective under the Securities Act until the date which is two years after
     the expiration date of the Warrants or such earlier date when all
     Registrable Securities covered by such Registration Statement have been
     sold or may be sold without volume restrictions pursuant to Rule 144(k), as
     determined by the counsel to the Company pursuant to a written opinion
     letter to such effect, addressed and acceptable to the Company's transfer
     agent and the affected Holders (the "Effectiveness Period").

          2.2 The Registration Statements to be filed hereunder shall include a
     number of shares of Common Stock equal to no less than the sum of (i) 150%
     of the number of shares of Common Stock issuable upon conversion in full of
     the Notes subject to such Registration Statement, assuming for such
     purposes that Notes are outstanding for their full term and the lowest
     possible Conversion Price, as defined in the Notes, applies and (ii) 150%
     of the number of shares of Common Stock issuable upon exercise in full of
     the Warrants subject to such Registration Statement.

          2.3 The Company shall be subject to the provisions of Sections 2.4 if

               2.3.1 a Registration Statement is not filed on or prior to its
          respective Filing Date (if the Company files such Registration
          Statement without affording


                                        3

<PAGE>

          the Holder the opportunity to review and comment on the same as
          required by Section 3.1 hereof, the Company shall not be deemed to
          have satisfied this Subsection 2.3.1); or

               2.3.2 a Registration Statement filed hereunder is not declared
          effective by the Commission on or prior to its Effectiveness Date; or

               2.3.3 after a Registration Statement is filed with and declared
          effective by the Commission, such Registration Statement ceases to be
          effective as to all Registrable Securities to which it is required to
          relate at any time prior to the expiration of the Effectiveness Period
          without being succeeded within ten (10) Business Days by an amendment
          to such Registration Statement or by a subsequent Registration
          Statement filed with and declared effective by the Commission; or

               2.3.4 the Common Stock shall be delisted or suspended from
          trading on the New York Stock Exchange, American Stock Exchange, the
          Nasdaq Stock Market or the Nasdaq OTC Bulletin Board (each, a
          "Subsequent Market") for more than twenty (20) Business Days (which
          need not be consecutive Business Days); or

               Any failure or breach set forth in this Section 2.3 is referred
          to as an "Event." The following are referred to as "Event Date": for
          purposes of Subsections 2.3.1 and 2.3.2, the date on which such Event
          occurs, or for purposes of Subsections 2.3.3 and 2.3.4, the date on
          which such ten (10) and twenty (20) Business Day periods are exceeded.

          2.4 On an Event Date, the Company shall pay to each Holder, as
     liquidated damages and not as a penalty, an amount in cash equal to one
     percent (1.0%) of the original principal amount of the Notes of such
     Holder. On every month after the Event Date until the applicable Event is
     cured, the Company shall pay to each Holder, as liquidated damages and not
     as a penalty, an amount in cash equal to one and one-half percent (1.5%) of
     the original principal amount of the Notes. If the Warrants have been
     issued and are "in the money," the penalties shall be computed based on the
     value of any outstanding Warrants on an Event Date and on each month
     following an Event Date until the Event is cured. The value of the Warrants
     for such purposes shall be the difference between the closing price of the
     Common Stock on the Event Date (and after the Event Date, the average of
     the closing sales prices during the applicable month) and the exercise
     price multiplied by the number of shares of Common Stock issuable upon
     exercise of the Warrants. If the Company fails to pay any liquidated
     damages pursuant to this Section in full within seven (7) days after the
     date payable, the Company will pay interest thereon at a rate of twelve
     (12%) per annum (or such lesser maximum amount that is permitted to be paid
     by applicable law) to the Holder, accruing daily from the date such
     liquidated damages are due until such amounts, plus all such interest
     thereon, are paid in full. At the option of the Company, shares of


                                        4

<PAGE>

     Common Stock may be issued to the Holder in lieu of a cash payment for such
     liquidated damages based upon the Conversion Price then in effect, provided
     that such shares have been registered for resale by such Holder and the
     Company provides the Holder with at least five (5) Business Days'
     irrevocable notice prior to the date such payment is due. The liquidated
     damages pursuant to the terms hereof shall apply on a pro-rata basis for
     any portion of a month prior to the cure of an Event.

     3. REGISTRATION PROCEDURES. In connection with the Company's registration
obligations hereunder, the Company shall:

          3.1 Not less than five (5) Business Days prior to the filing of each
     Registration Statement or any related Prospectus or any amendment or
     supplement thereto (including any document that would be incorporated or
     deemed to be incorporated therein by reference), the Company shall (i)
     furnish to the Holders and their Special Counsel copies of all such
     documents proposed to be filed, which documents (other than those
     incorporated or deemed to be incorporated by reference) will be subject to
     the review of such Holders and their Special Counsel, and (ii) cause its
     officers and directors, counsel and independent certified public
     accountants to respond to such inquiries as shall be necessary, in the
     reasonable opinion of respective counsel to conduct a reasonable
     investigation within the meaning of the Securities Act. The Company shall
     not file the Registration Statement or any such Prospectus or any
     amendments or supplements thereto to which the Holders of a majority of the
     Registrable Securities and their Special Counsel shall reasonably object,
     provided the Company is notified of such objection no later than five (5)
     Business Days after the Holders have been so furnished copies of such
     documents and provided, further, that such objections relate to the selling
     shareholder information, the plan of distribution, any information relating
     to the Holders, either directly or indirectly, or the compliance under the
     Securities Act of such Registration Statement or Prospectus as to form.

          3.2 (i) Prepare and file with the Commission such amendments,
     including post-effective amendments, to a Registration Statement and the
     Prospectus used in connection therewith as may be necessary to keep a
     Registration Statement continuously effective as to the applicable
     Registrable Securities for the Effectiveness Period and prepare and file
     with the Commission such additional Registration Statements in order to
     register for resale under the Securities Act all of the Registrable
     Securities; (ii) cause the related Prospectus to be amended or supplemented
     by any required Prospectus supplement, and as so supplemented or amended to
     be filed pursuant to Rule 424; (iii) respond as promptly as reasonably
     possible, and in any event within ten (10) days, to any comments received
     from the Commission with respect to a Registration Statement or any
     amendment thereto and as promptly as reasonably possible provide the
     Holders true and complete copies of all correspondence from and to the
     Commission relating to a Registration Statement; and (iv) comply in all
     material respects with the provisions of the Securities Act and the
     Exchange Act with respect to the disposition of all Registrable Securities
     covered by a Registration Statement during the applicable period in
     accordance


                                        5

<PAGE>

     with the intended methods of disposition by the Holders thereof set forth
     in such Registration Statement as so amended or in such Prospectus as so
     supplemented.

          3.3 File additional Registration Statements if the number of
     Registrable Securities at any time exceeds seventy-five percent (75%) of
     the number of shares of Common Stock then registered for the account of the
     Holders in all existing Registration Statements hereunder.

          3.4 Notify the Holders of Registrable Securities to be sold and their
     Special Counsel as promptly as reasonably possible (and, in the case of
     (i)(A) below, not less than five (5) Business Days prior to such filing)
     and (if requested by any such Person) confirm such notice in writing no
     later than one Business Day following the day (i)(A) when a Prospectus or
     any Prospectus supplement or post-effective amendment to a Registration
     Statement is proposed to be filed; and (B) with respect to a Registration
     Statement or any post-effective amendment, when the same has become
     effective; (ii) of the issuance by the Commission of any stop order
     suspending the effectiveness of a Registration Statement covering any or
     all of the Registrable Securities or the initiation of any Proceedings for
     that purpose; (iii) of the receipt by the Company of any notification with
     respect to the suspension of the qualification or exemption from
     qualification of any of the Registrable Securities for sale in any
     jurisdiction, or the initiation or threatening of any Proceeding for such
     purpose; and (iv) of the occurrence of any event or passage of time that
     makes the financial statements included in a Registration Statement
     ineligible for inclusion therein or any statement made in a Registration
     Statement or Prospectus or any document incorporated or deemed to be
     incorporated therein by reference untrue in any material respect or that
     requires any revisions to a Registration Statement, Prospectus or other
     documents so that, in the case of a Registration Statement or the
     Prospectus, as the case may be, it will not contain any untrue statement of
     a material fact or omit to state any material fact required to be stated
     therein or necessary to make the statements therein, in light of the
     circumstances under which they were made, not misleading.

          3.5 Promptly deliver to each Holder and their Special Counsel, without
     charge, as many copies of the Prospectus or Prospectuses, including each
     form of Prospectus, and each amendment or supplement thereto as such
     Persons may reasonably request. The Company hereby consents to the use of
     such Prospectus and each amendment or supplement thereto by each of the
     selling Holders in connection with the offering and sale of the Registrable
     Securities covered by such Prospectus and any amendment or supplement
     thereto.

          3.6 Prior to any public offering of Registrable Securities, use its
     best efforts to register or qualify or cooperate with the selling Holders
     and their Special Counsel in connection with the registration or
     qualification (or exemption from such registration or qualification) of
     such Registrable Securities for offer and sale under the securities or Blue
     Sky laws of such jurisdictions within the United States as any Holder
     requests in writing, to keep each such registration or qualification (or
     exemption therefrom) effective during the Effectiveness Period and to do
     any and all other acts or things necessary or advisable to enable the
     disposition in such jurisdictions of the Registrable Securities covered by
     a


                                        6

<PAGE>

     Registration Statement; provided, that the Company shall not be required to
     qualify generally to do business in any jurisdiction where it is not then
     so qualified or subject the Company to any material tax in any such
     jurisdiction where it is not then so subject.

          3.7 Cooperate with the Holders to facilitate the timely preparation
     and delivery of certificates representing Registrable Securities to be
     delivered to a transferee pursuant to a Registration Statement, which
     certificates shall be free, to the extent permitted by law, of all
     restrictive legends, and to enable such Registrable Securities to be in
     such denominations and registered in such names as any such Holders may
     request.

          3.8 Upon the occurrence of any event contemplated this Section 3, as
     promptly as reasonably possible, prepare a supplement or amendment,
     including a post-effective amendment, to a Registration Statement or a
     supplement to the related Prospectus or any document incorporated or deemed
     to be incorporated therein by reference, and file any other required
     document so that, as thereafter delivered, neither a Registration Statement
     nor such Prospectus will contain an untrue statement of a material fact or
     omit to state a material fact required to be stated therein or necessary to
     make the statements therein, in light of the circumstances under which they
     were made, not misleading.

          3.9 Comply with all applicable rules and regulations of the
     Commission.

          3.10 Use its best efforts to avoid the issuance of, or, if issued,
     obtain the withdrawal of (i) any order suspending the effectiveness of a
     Registration Statement, or (ii) any suspension of the qualification (or
     exemption from qualification) of any of the Registrable Securities for sale
     in any jurisdiction, at the earliest practicable moment.

          3.11 Furnish to each Holder and their Special Counsel, without charge,
     at least one conformed copy of each Registration Statement and each
     amendment thereto, including financial statements and schedules, all
     documents incorporated or deemed to be incorporated therein by reference,
     and all exhibits to the extent requested by such Person (including those
     previously furnished or incorporated by reference) promptly after the
     filing of such documents with the Commission.

          3.12 Notwithstanding anything herein to the contrary, if at any time
     or from time to time during the Effectiveness Period, the Company notifies
     the Holders in writing of the existence of a Potential Material Event (as
     defined below), the Holders shall not offer or sell any Securities from the
     time of the giving of notice with respect to a Potential Material Event
     until the Holders receive written notice from the Company that such
     Potential Material Event either has been disclosed to the public or no
     longer constitutes a Potential Material Event; provided, however, that,
     subject to Subsections 3.12.1 and 3.12.2, the Company may not so suspend
     the right to such holders of Securities for more than sixty (60) calendar
     days in the aggregate during any twelve-month period, and if such period is
     exceeded, such period shall be deemed an "Event" and the Company shall be
     liable to the Holder for liquidated damages pursuant to Section 2(c);
     provided, further, subject to Subsections 3.12.1 and 3.12.2, the failure to
     maintain a


                                        7

<PAGE>

     Registration Statement for not more than sixty (60) calendar days in the
     aggregate during any twelve (12) month period as a result of a Potential
     Material Event shall not be deemed a breach of this Agreement, provided the
     Company timely pays the Holder such liquidated damages. The Company must
     give the Holders at least thirty (30) calendar days' prior written notice
     that such a blackout period (without indicating the nature of such blackout
     period) will occur and such notice must be acknowledged in writing by the
     Holders. Failure to provide the Holders with such notice shall constitute
     an Event during the entire applicable period that the Registration
     Statement is suspended. "Potential Material Event" means any of the
     following:

               3.12.1 The Board of Directors of the Company determines, in its
          good faith judgment, that the use of any Prospectus would require the
          disclosure of important information which the Company has a bona fide
          business purpose for preserving as confidential or the disclosure of
          which would impede the Company's ability to consummate a significant
          transaction, in which event such period may be extended for up to
          thirty (30) additional days in any twelve (12) month period;

               3.12.2 Company consummates any business combination for purposes
          of Rule 3-05 or Article 11 of Regulation S-X under the Securities Act,
          in which event such restricted period may be extended until the date
          on which the Company has filed such reports or obtained the financial
          information required by Rule 3-05 or Article 11 of Regulation S-X to
          be included in the Registration Statement, but in no event more sixty
          (60) additional days in any twelve (12) month period;

               3.12.3 After one year from the Closing Date, the Company files or
          proposes to file a registration statement in an underwritten primary
          equity offering initiated by the Company (other than any registration
          by the Company on Form S-8), which underwriters are reasonably
          acceptable to a majority in interest of the Holders, or a successor or
          substantially similar form, of (i) an employee stock option, stock
          purchase or compensation plan or of securities issued or issuable
          pursuant to any such plan, or (ii) a dividend reinvestment plan), in
          which event such restricted period may be extended for thirty (30)
          days prior to the effective date of the registration statement
          covering such underwritten primary equity offering and ending on the
          date specified by such managing underwriter in such written request to
          each Holder, which date shall be no more than thirty (30) days after
          such effective date, during which the Holder agrees, if requested in
          writing by the managing underwriter or underwriters administering such
          offering, not to effect any offer, sale or distribution of Company
          securities (or any option or right to acquire Company securities;

     4. REGISTRATION EXPENSES. All fees and expenses incident to the performance
of or compliance with this Agreement by the Company shall be borne by the
Company whether or not any Registrable Securities are sold pursuant to the
Registration Statement. The fees and expenses referred to in the foregoing
sentence shall include, without limitation, (i) all registration and


                                        8

<PAGE>

filing fees (including, without limitation, fees and expenses (A) with respect
to filings required to be made with the Nasdaq OTC Bulletin Board and any
Subsequent Market on which the Common Stock is then listed for trading, and (B)
in compliance with applicable state securities or Blue Sky laws (including,
without limitation, fees and disbursements of counsel for the Company in
connection with Blue Sky qualifications or exemptions of the Registrable
Securities and determination of the eligibility of the Registrable Securities
for investment under the laws of such jurisdictions as requested by the
Holders)); (ii) printing expenses (including, without limitation, expenses of
printing certificates for Registrable Securities and of printing prospectuses
requested by the Holders); (iii) messenger, telephone and delivery expenses;
(iv) fees and disbursements of counsel for the Company; and (v) fees and
expenses of all other Persons retained by the Company in connection with the
consummation of the transactions contemplated by this Agreement; and (vi) and
fees and expenses of the Special Counsel up to $20,000. In addition, the Company
shall be responsible for all of its internal expenses incurred in connection
with the consummation of the transactions contemplated by this Agreement
(including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), the expense of any annual
audit and the fees and expenses incurred in connection with the listing of the
Registrable Securities on any securities exchange as required hereunder.

     5. INDEMNIFICATION.

          5.1 Indemnification by the Company. The Company shall, notwithstanding
     any termination of this Agreement, indemnify and hold harmless each Holder,
     the officers, directors, agents, brokers (including brokers who offer and
     sell Registrable Securities as principal as a result of a pledge or any
     failure to perform under a margin call of Common Stock), investment
     advisors and employees of each of them, each Person who controls any such
     Holder (within the meaning of Section 15 of the Securities Act or Section
     20 of the Exchange Act) and the officers, directors, agents and employees
     of each such controlling Person, to the fullest extent permitted by
     applicable law, from and against any and all losses, claims, damages,
     liabilities, costs (including, without limitation, costs of preparation and
     attorneys' fees) and expenses (collectively, "Losses"), as incurred,
     arising out of or relating to any untrue or alleged untrue statement of a
     material fact contained in a Registration Statement, any Prospectus or any
     form of prospectus or in any amendment or supplement thereto or in any
     preliminary prospectus, or arising out of or relating to any omission or
     alleged omission of a material fact required to be stated therein or
     necessary to make the statements therein (in the case of any Prospectus or
     form of prospectus or supplement thereto, in light of the circumstances
     under which they were made) not misleading, except to the extent, but only
     to the extent, that (i) such untrue statements or omissions are based
     solely upon information regarding such Holder furnished in writing to the
     Company by such Holder expressly for use therein, or to the extent that
     such information relates to such Holder or such Holder's proposed method of
     distribution of Registrable Securities and was reviewed and expressly
     approved in writing by such Holder expressly for use in a Registration
     Statement, such Prospectus or such form of Prospectus or in any amendment
     or supplement thereto or (ii) in the case of an occurrence of an event of
     the type specified in Section 3.4(ii)-(vi), the use by such Holder of an
     outdated or defective Prospectus after


                                        9

<PAGE>

     the Company has notified such Holder in writing that the Prospectus is
     outdated or defective and prior to the receipt by such Holder of the Advice
     contemplated in Section 6.5. The Company shall notify the Holders promptly
     of the institution, threat or assertion of any Proceeding of which the
     Company is aware in connection with the transactions contemplated by this
     Agreement.

          5.2 Indemnification by Holders. Each Holder shall, severally and not
     jointly, indemnify and hold harmless the Company, its directors, officers,
     agents and employees, each Person who controls the Company (within the
     meaning of Section 15 of the Securities Act and Section 20 of the Exchange
     Act), and the directors, officers, agents or employees of such controlling
     Persons, to the fullest extent permitted by applicable law, from and
     against all Losses (as determined by a court of competent jurisdiction in a
     final judgment not subject to appeal or review) arising out of or based
     upon any untrue statement of a material fact contained in any Registration
     Statement, any Prospectus, or any form of prospectus, or in any amendment
     or supplement thereto, or arising solely out of or based solely upon any
     omission of a material fact required to be stated therein or necessary to
     make the statements therein not misleading to the extent, but only to the
     extent, that such untrue statement or omission is contained in any
     information so furnished in writing by such Holder to the Company
     specifically for inclusion in such Registration Statement or such
     Prospectus or to the extent that (i) such untrue statements or omissions
     are based solely upon information regarding such Holder furnished in
     writing to the Company by such Holder expressly for use therein, or to the
     extent that such information relates to such Holder or such Holder's
     proposed method of distribution of Registrable Securities and was reviewed
     and expressly approved in writing by such Holder expressly for use in the
     Registration Statement, such Prospectus or such form of Prospectus or in
     any amendment or supplement thereto or (ii) in the case of an occurrence of
     an event of the type specified in Section 3(d)(ii)-(vi), the use by such
     Holder of an outdated or defective Prospectus after the Company has
     notified such Holder in writing that the Prospectus is outdated or
     defective and prior to the receipt by such Holder of the Advice
     contemplated in Section 6(e). In no event shall the liability of any
     selling Holder hereunder be greater in amount than the dollar amount of the
     net proceeds received by such Holder upon the sale of the Registrable
     Securities giving rise to such indemnification obligation.

          5.3 Conduct of Indemnification Proceedings.

               5.3.1 If any Proceeding shall be brought or asserted against any
          Person entitled to indemnity hereunder (an "Indemnified Party"), such
          Indemnified Party shall promptly notify the Person from whom indemnity
          is sought (the "Indemnifying Party") in writing, and the Indemnifying
          Party shall assume the defense thereof, including the employment of
          counsel reasonably satisfactory to the Indemnified Party and the
          payment of all fees and expenses incurred in connection with defense
          thereof; provided, that the failure of any Indemnified Party to give
          such notice shall not relieve the Indemnifying Party of its
          obligations or liabilities pursuant to this Agreement, except (and
          only) to the extent that it shall be finally determined by a court of
          competent jurisdiction


                                       10

<PAGE>

          (which determination is not subject to appeal or further review) that
          such failure shall have proximately and materially adversely
          prejudiced the Indemnifying Party.

               5.3.2 An Indemnified Party shall have the right to employ
          separate counsel in any such Proceeding and to participate in the
          defense thereof, but the fees and expenses of such counsel shall be at
          the expense of such Indemnified Party or Parties unless: (i) the
          Indemnifying Party has agreed in writing to pay such fees and
          expenses; or (ii) the Indemnifying Party shall have failed promptly to
          assume the defense of such Proceeding and to employ counsel reasonably
          satisfactory to such Indemnified Party in any such Proceeding; or
          (iii) the named parties to any such Proceeding (including any
          impleaded parties) include both such Indemnified Party and the
          Indemnifying Party, and such Indemnified Party shall have been advised
          by counsel that a conflict of interest is likely to exist if the same
          counsel were to represent such Indemnified Party and the Indemnifying
          Party (in which case, if such Indemnified Party notifies the
          Indemnifying Party in writing that it elects to employ separate
          counsel at the expense of the Indemnifying Party, the Indemnifying
          Party shall not have the right to assume the defense thereof and such
          counsel shall be at the expense of the Indemnifying Party). The
          Indemnifying Party shall not be liable for any settlement of any such
          Proceeding effected without its written consent, which consent shall
          not be unreasonably withheld. No Indemnifying Party shall, without the
          prior written consent of the Indemnified Party, effect any settlement
          of any pending Proceeding in respect of which any Indemnified Party is
          a party, unless such settlement includes an unconditional release of
          such Indemnified Party from all liability on claims that are the
          subject matter of such Proceeding.

               5.3.3 All fees and expenses of the Indemnified Party (including
          reasonable fees and expenses to the extent incurred in connection with
          investigating or preparing to defend such Proceeding in a manner not
          inconsistent with this Section) shall be paid to the Indemnified
          Party, as incurred, within ten (10) Business Days of written notice
          thereof to the Indemnifying Party (regardless of whether it is
          ultimately determined that an Indemnified Party is not entitled to
          indemnification hereunder; provided, that the Indemnifying Party may
          require such Indemnified Party to undertake to reimburse all such fees
          and expenses to the extent it is finally judicially determined that
          such Indemnified Party is not entitled to indemnification hereunder).

          5.4 Contribution.

               5.4.1 If a claim for indemnification under Section 5.1 or 5.2 is
          unavailable to an Indemnified Party (by reason of public policy or
          otherwise), then each Indemnifying Party, in lieu of indemnifying such
          Indemnified Party, shall contribute to the amount paid or payable by
          such Indemnified Party as a result of such Losses, in such proportion
          as is appropriate to reflect the relative fault of the Indemnifying
          Party and Indemnified Party in connection with the


                                       11

<PAGE>

          actions, statements or omissions that resulted in such Losses as well
          as any other relevant equitable considerations. The relative fault of
          such Indemnifying Party and Indemnified Party shall be determined by
          reference to, among other things, whether any action in question,
          including any untrue or alleged untrue statement of a material fact or
          omission or alleged omission of a material fact, has been taken or
          made by, or relates to information supplied by, such Indemnifying
          Party or Indemnified Party, and the parties' relative intent,
          knowledge, access to information and opportunity to correct or prevent
          such action, statement or omission. The amount paid or payable by a
          party as a result of any Losses shall be deemed to include, subject to
          the limitations set forth in Section 5.3, any reasonable attorneys' or
          other reasonable fees or expenses incurred by such party in connection
          with any Proceeding to the extent such party would have been
          indemnified for such fees or expenses if the indemnification provided
          for in this Section was available to such party in accordance with its
          terms.

               5.4.2 The parties hereto agree that it would not be just and
          equitable if contribution pursuant to this Section 5.4 were determined
          by pro rata allocation or by any other method of allocation that does
          not take into account the equitable considerations referred to in the
          immediately preceding paragraph. Notwithstanding the provisions of
          this Section 5.4, no Holder shall be required to contribute, in the
          aggregate, any amount in excess of the amount by which the proceeds
          actually received by such Holder from the sale of the Registrable
          Securities subject to the Proceeding exceeds the amount of any damages
          that such Holder has otherwise been required to pay by reason of such
          untrue or alleged untrue statement or omission or alleged omission.

               5.4.3 The indemnity and contribution agreements contained in this
          Section are in addition to any liability that the Indemnifying Parties
          may have to the Indemnified Parties.

     6. MISCELLANEOUS.

          6.1 Amendments and Waivers. The provisions of this Agreement,
     including the provisions of this sentence, may not be amended, modified or
     supplemented, and waivers or consents to departures from the provisions
     hereof may not be given, unless the same shall be in writing and signed by
     the Company and the Holders of at least two-thirds of the then outstanding
     Registrable Securities. Notwithstanding the foregoing, a waiver or consent
     to depart from the provisions hereof with respect to a matter that relates
     exclusively to the rights of Holders and that does not directly or
     indirectly affect the rights of other Holders may be given by Holders of at
     least a majority of the Registrable Securities to which such waiver or
     consent relates; provided, however, that the provisions of this sentence
     may not be amended, modified, or supplemented except in accordance with the
     provisions of the immediately preceding sentence.

          6.2 No Inconsistent Agreements. Neither the Company nor any of its
     subsidiaries has entered, as of the date hereof, nor shall the Company or
     any of its


                                       12

<PAGE>

     subsidiaries, on or after the date of this Agreement, enter into any
     agreement with respect to its securities, that would have the effect of
     impairing the rights granted to the Holders in this Agreement or otherwise
     conflicts with the provisions hereof. Except as and to the extent specified
     in Schedule 6.2 hereto, neither the Company nor any of its subsidiaries has
     previously entered into any agreement granting any registration rights with
     respect to any of its securities to any Person that have not been satisfied
     in full.

          6.3 No Piggyback on Registrations. Except as and to the extent
     specified in Schedule 6.3 hereto, neither the Company nor any of its
     security holders (other than the Holders in such capacity pursuant hereto)
     may include securities of the Company in the Registration Statement other
     than the Registrable Securities, and the Company shall not after the date
     hereof enter into any agreement providing any such right to any of its
     security holders.

          6.4 Compliance. Each Holder covenants and agrees that it will comply
     with the prospectus delivery requirements of the Securities Act as
     applicable to it in connection with sales of Registrable Securities
     pursuant to the Registration Statement.

          6.5 Discontinued Disposition. Each Holder agrees by its acquisition of
     such Registrable Securities that, upon receipt of a notice from the Company
     of the occurrence of any event of the kind described in Sections 3.4, such
     Holder will forthwith discontinue disposition of such Registrable
     Securities under a Registration Statement until such Holder's receipt of
     the copies of the supplemented Prospectus and/or amended Registration
     Statement contemplated by Section 3.8, or until it is advised in writing
     (the "Advice") by the Company that the use of the applicable Prospectus may
     be resumed, and, in either case, has received copies of any additional or
     supplemental filings that are incorporated or deemed to be incorporated by
     reference in such Prospectus or Registration Statement. The Company may
     provide appropriate stop orders to enforce the provisions of this
     paragraph.

          6.6 Piggy-Back Registrations. If at any time during the Effectiveness
     Period there is not an effective Registration Statement covering all of the
     Registrable Securities and the Company shall determine to prepare and file
     with the Commission a registration statement relating to an offering for
     its own account or the account of others under the Securities Act of any of
     its equity securities, other than on Form S-4 or Form S-8 (each as
     promulgated under the Securities Act) or their then equivalents relating to
     equity securities to be issued solely in connection with any acquisition of
     any entity or business or equity securities issuable in connection with
     stock option or other employee benefit plans, then the Company shall send
     to each Holder written notice of such determination and, if within fifteen
     (15) days after receipt of such notice, any such Holder shall so request in
     writing, the Company shall include in such registration statement all or
     any part of such Registrable Securities such holder requests to be
     registered, subject to customary underwriter cutbacks applicable to all
     Holders of registration rights; provided, that, the Company shall not be
     required to register any Registrable Securities pursuant to this Section
     6.6 that are eligible for resale pursuant to Rule 144(k) promulgated under
     the Securities Act.


                                       13

<PAGE>

          6.7 Notices. Any and all notices or other communications or deliveries
     required or permitted to be provided hereunder shall be delivered as set
     forth in the Purchase Agreement.

          6.8 Successors and Assigns. This Agreement shall inure to the benefit
     of and be binding upon the successors and permitted assigns of each of the
     parties and shall inure to the benefit of each Holder. The Company may not
     assign its rights or obligations hereunder without the prior written
     consent of each Holder. Each Holder may assign their respective rights
     hereunder in the manner and to the Persons as permitted under the Purchase
     Agreement.

          6.9 Counterparts. This Agreement may be executed in any number of
     counterparts, each of which when so executed shall be deemed to be an
     original and, all of which taken together shall constitute one and the same
     Agreement. In the event that any signature is delivered by facsimile
     transmission, such signature shall create a valid binding obligation of the
     party executing (or on whose behalf such signature is executed) the same
     with the same force and effect as if such facsimile signature were the
     original thereof.

          6.10 Governing Law. All questions concerning the construction,
     validity, enforcement and interpretation of this Agreement shall be
     governed by and construed and enforced in accordance with the internal laws
     of the State of California, without regard to the principles of conflicts
     of law thereof. Each party hereby irrevocably submits to the exclusive
     jurisdiction of the state and federal courts sitting in the City of San
     Diego, for the adjudication of any dispute hereunder or in connection
     herewith or with any transaction contemplated hereby or discussed herein,
     and hereby irrevocably waives, and agrees not to assert in any suit, action
     or proceeding, any claim that it is not personally subject to the
     jurisdiction of any such court, that such suit, action or proceeding is
     improper. Each party hereby irrevocably waives personal service of process
     and consents to process being served in any such suit, action or proceeding
     by mailing a copy thereof to such party at the address in effect for
     notices to it under this Agreement and agrees that such service shall
     constitute good and sufficient service of process and notice thereof.
     Nothing contained herein shall be deemed to limit in any way any right to
     serve process in any manner permitted by law. Each party hereto hereby
     irrevocably waives, to the fullest extent permitted by applicable law, any
     and all right to trial by jury in any legal proceeding arising out of or
     relating to this Agreement or the transactions contemplated hereby. If
     either party shall commence a Proceeding to enforce any provisions of this
     Agreement, then the prevailing party in such Proceeding shall be reimbursed
     by the other party for its attorneys fees and other costs and expenses
     incurred with the investigation, preparation and prosecution of such
     Proceeding.

          6.11 Cumulative Remedies. The remedies provided herein are cumulative
     and not exclusive of any remedies provided by law.


                                       14

<PAGE>

          6.12 Severability. If any term, provision, covenant or restriction of
     this Agreement is held by a court of competent jurisdiction to be invalid,
     illegal, void or unenforceable, the remainder of the terms, provisions,
     covenants and restrictions set forth herein shall remain in full force and
     effect and shall in no way be affected, impaired or invalidated, and the
     parties hereto shall use their reasonable efforts to find and employ an
     alternative means to achieve the same or substantially the same result as
     that contemplated by such term, provision, covenant or restriction. It is
     hereby stipulated and declared to be the intention of the parties that they
     would have executed the remaining terms, provisions, covenants and
     restrictions without including any of such that may be hereafter declared
     invalid, illegal, void or unenforceable.

          6.13 Headings. The headings in this Agreement are for convenience of
     reference only and shall not limit or otherwise affect the meaning hereof.

          6.14 Independent Nature of Purchasers' Obligations and Rights. The
     obligations of each Purchaser hereunder is several and not joint with the
     obligations of any other Purchaser hereunder, and no Purchaser shall be
     responsible in any way for the performance of the obligations of any other
     Purchaser hereunder. Nothing contained herein or in any other agreement or
     document delivered at any closing, and no action taken by any Purchaser
     pursuant hereto or thereto, shall be deemed to constitute the Purchasers as
     a partnership, an association, a joint venture or any other kind of entity,
     or create a presumption that the Purchasers are in any way acting in
     concert with respect to such obligations or the transactions contemplated
     by this Agreement. Each Purchaser shall be entitled to protect and enforce
     its rights, including without limitation the rights arising out of this
     Agreement, and it shall not be necessary for any other Purchaser to be
     joined as an additional party in any proceeding for such purpose.

     IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.

                                        AETHLON MEDICAL, INC.


                                        By:
                                            ------------------------------------
                                            James A. Joyce
                                        Title: President and Chief Executive
                                               Officer


                                       15

<PAGE>

             HOLDER SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT


- -------------------------------------
Signature of Holder

                                        ----------------------------------------
                                        Outstanding Principal Amount of Notes

- -------------------------------------
Name of Holder


                                       16

<PAGE>

                                    EXHIBIT A

                              PLAN OF DISTRIBUTION

     The Selling Stockholders and any of their pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of their shares
of Common Stock on any stock exchange, market or trading facility on which the
shares are traded or in private transactions. These sales may be at fixed or
negotiated prices. The Selling Stockholders may use any one or more of the
following methods when selling shares:

     -    ordinary brokerage transactions and transactions in which the
          broker-dealer solicits purchasers;

     -    block trades in which the broker-dealer will attempt to sell the
          shares as agent but may position and resell a portion of the block as
          principal to facilitate the transaction;

     -    purchases by a broker-dealer as principal and resale by the
          broker-dealer for its account;

     -    an exchange distribution in accordance with the rules of the
          applicable exchange;

     -    privately negotiated transactions;

     -    short sales;

     -    broker-dealers may agree with the Selling Stockholders to sell a
          specified number of such shares at a stipulated price per share;

     -    a combination of any such methods of sale; and

     -    any other method permitted pursuant to applicable law.

     The Selling Stockholders may also sell shares under Rule 144 under the
Securities Act of 1933, if available, rather than under this prospectus.
Broker-dealers engaged by the Selling Stockholders may arrange for other
brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the Selling Stockholders (or, if any broker-dealer acts as
agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated. The Selling Stockholders do not expect these commissions and
discounts to exceed what is customary in the types of transactions involved.

     The Selling Stockholders may from time to time pledge or grant a security
interest in some or all of the Shares or Common Stock or Warrant owned by them
and, if they default in the performance of their secured obligations, the
pledgees or secured parties may offer and sell the shares of common stock from
time to time under this prospectus, or under an amendment to this prospectus
under Rule 424(b)(3) or other applicable provision of the Securities Act
amending the list of Selling Stockholders to include the pledgee, transferee or
other successors in interest as Selling Stockholders under this prospectus.


                                       17

<PAGE>

     The Selling Stockholders also may transfer the shares of Common Stock in
other circumstances, in which case the transferees, pledgees or other successors
in interest will be the selling beneficial owners for purposes of this
prospectus.

     The Selling Stockholders and any broker-dealers or agents that are involved
in selling the shares may be deemed to be "underwriters" within the meaning of
the Securities Act in connection with such sales. In such event, any commissions
received by such broker-dealers or agents and any profit on the resale of the
shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. The Selling Stockholders have informed the
Company that it does not have any agreement or understanding, directly or
indirectly, with any person to distribute the Common Stock.

     The Company is required to pay all fees and expenses incident to the
registration of the shares. The Company has agreed to indemnify the Selling
Stockholders against certain losses, claims, damages and liabilities, including
liabilities under the Securities Act.


                                       18
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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