<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>
