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<SEC-DOCUMENT>0001019687-08-003561.txt : 20080812
<SEC-HEADER>0001019687-08-003561.hdr.sgml : 20080812
<ACCEPTANCE-DATETIME>20080812151009
ACCESSION NUMBER:		0001019687-08-003561
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20080808
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Unregistered Sales of Equity Securities
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20080812
DATE AS OF CHANGE:		20080812

FILER:

	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:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-21846
		FILM NUMBER:		081009515

	BUSINESS ADDRESS:	
		STREET 1:		3030 BUNKER HILL STREET, #4000
		CITY:			SAN DIEGO
		STATE:			CA
		ZIP:			92109
		BUSINESS PHONE:		858-459-7800

	MAIL ADDRESS:	
		STREET 1:		3030 BUNKER HILL STREET, #4000
		CITY:			SAN DIEGO
		STATE:			CA
		ZIP:			92109

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BISHOP EQUITIES INC
		DATE OF NAME CHANGE:	19930602
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>aethlon_8k-081108.txt
<DESCRIPTION>AETHLON MEDICAL, INC.
<TEXT>
<Page>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): August 8, 2008

                              AETHLON MEDICAL, INC.
               (Exact name of Registrant as specified in charter)

          Nevada                       000-21846                13-3632859
(State or other jurisdiction    (Commission File Number)      (IRS Employer
      of incorporation)                                   Identification Number)

                       3030 Bunker Hill Street, Suite 4000
                           San Diego, California 92109
                    (Address of principal executive offices)


       Registrant's telephone number, including area code: (858) 459-7800

                                 Not applicable
          (Former name or former address, if changed since last report)



<Page>

FORWARD LOOKING STATEMENTS

      This Form 8-K and other reports filed by Registrant from time to time with
the Securities and Exchange Commission (collectively the "Filings") contain or
may contain forward looking statements and information that are based upon
beliefs of, and information currently available to, Registrant's management as
well as estimates and assumptions made by Registrant's management. When used in
the Filings the words "anticipate, "believe", "estimate", "expect", "future",
"intend", "plan" or the negative of these terms and similar expressions as they
relate to Registrant or Registrant's management identify forward looking
statements. Such statements reflect the current view of Registrant with respect
to future events and are subject to risks, uncertainties, assumptions and other
factors relating to Registrant's industry, Registrant's operations and results
of operations and any businesses that may be acquired by Registrant. Should one
or more of these risks or uncertainties materialize, or should the underlying
assumptions prove incorrect, actual results may differ significantly from those
anticipated, believed, estimated, expected, intended or planned.

      Although Registrant believes that the expectations reflected in the
forward looking statements are reasonable, Registrant cannot guarantee future
results, levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, Registrant
does not intend to update any of the forward-looking statements to conform these
statements to actual results.

ITEM 1.01     ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

      Between July 30, 2008 and August 8, 2008, Aethlon Medical, Inc. (the
"Registrant") issued and sold, to three accredited investors (the "Purchasers"),
10% Convertible Notes (the "Notes") in the principal amount of $300,000 and
three-year Class C Common Stock Purchase Warrants (the "Warrants") to purchase
an aggregate of 600,000 shares of the Registrant's common stock at an exercise
price of $0.50 per share. The Notes bear interest equal to ten percent (10%) per
annum and have a term of eighteen (18) months (the "Maturity Date"). The Notes
are convertible, at the option of the Note holder, into shares of the
Registrant's common stock at any time after the issuance date and prior to the
close of business on the Maturity Date at the rate of $0.50 per share. We agreed
to pay to the investment banking firm that arranged this sale a cash commission
equal to seven percent of the gross proceeds and an equivalent percentage of
warrants. The warrants paid as commission contain the same terms and conditions
as the Warrants issued to investors. The aggregate net proceeds to the
Registrant were approximately $279,000. The expected use of proceeds from the
sale of the Notes and Warrants includes funding the Registrant's upcoming HIV
human trial in India and general working capital purposes.

      Pursuant to the Warrants, the Registrant granted registration rights to
the Purchasers as follows: the Registrant shall use its best efforts to effect
one or more registration statements that shall include all the shares of common
stock underlying the Warrants; the Registrant shall use its best efforts to file
such registration statements promptly following the date of issuance of the
Warrants, cause each registration statement to be declared effective by the
Securities and Exchange Commission as promptly as possible thereafter, and use
best efforts to maintain their effectiveness at all times following their
initial effectiveness.

      The foregoing description of the Notes and the Warrants does not purport
to be complete and is qualified in its entirety by the form of Warrant attached
hereto as Exhibit 4.1, and the form of Note attached hereto as Exhibit 10.1,
each of which is incorporated herein by reference.

ITEM 3.02     UNREGISTERED SALES OF EQUITY SECURITIES

      The information set forth in Item 1.01 is hereby incorporated into this
Item 3.02. The Notes and Warrants were issued in reliance on the exemption from
registration contained in Section 4(2) of the Securities Act of 1933, as
amended, and Rule 506 of Regulation D promulgated thereunder. Each Purchaser
represented to the Registrant that such Purchaser was an "accredited investor"
as such term is defined under Regulation D and the offering did not involve any
form of general solicitation or general advertising.

                                       2



<Page>

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS

EXHIBITS

Item No.      Description
- --------      -----------

4.1               Form of Class C Common Stock Purchase Warrant

10.1              Form of 10% Convertible Note







                                       3



<Page>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date: August 12, 2008

                                               AETHLON MEDICAL, INC.

                                               By: /s/ James A. Joyce
                                                  ----------------------------
                                               James A. Joyce
                                               Chief Executive Officer



                                       4




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>2
<FILENAME>aethlon_8k-ex0401.txt
<DESCRIPTION>FORM OF CLASS C COMMON STOCK PURCHASE WARRANT
<TEXT>
<Page>

EXHIBIT 4.1

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION
OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY
ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS
SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE
FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


                      Right to Purchase ______ shares of Common Stock of Aethlon
                        Medical, Inc. (subject to adjustment as provided herein)


                      CLASS C COMMON STOCK PURCHASE WARRANT

No. 2008-C-0__                                       Issue Date: ______ __, 2008

      AETHLON MEDICAL, INC., a corporation organized under the laws of the State
of Nevada (the "Company"), hereby certifies that, for value received,
__________________________, or its assigns (the "Holder"), is entitled, subject
to the terms set forth below, to purchase from the Company at any time
commencing after the Issue Date until 5:00 p.m., E.S.T on the third anniversary
of the Issue Date (the "Expiration Date"), up to ________ fully paid and
nonassessable shares of Common Stock at a per share purchase price of $0.50. The
aforedescribed purchase price per share, as adjusted from time to time as herein
provided, is referred to herein as the "Purchase Price."

      As used herein the following terms, unless the context otherwise requires,
have the following respective meanings:

      (a)   The term "Company" shall include Aethlon Medical, Inc. and any
corporation which shall succeed or assume the obligations of Aethlon Medical,
Inc. hereunder.

      (b)   The term "Common Stock" includes (a) the Company's Common Stock,
$.001 par value per share, as authorized on the date of the Note, and (b) any
other securities into which or for which any of the securities described in (a)
may be converted or exchanged pursuant to a plan of recapitalization,
reorganization, merger, sale of assets or otherwise.



<Page>

      (d)   The term "Other Securities" refers to any stock (other than Common
Stock) and other securities of the Company or any other person (corporate or
otherwise) which the holder of the Warrant at any time shall be entitled to
receive, or shall have received, on the exercise of the Warrant, in lieu of or
in addition to Common Stock, or which at any time shall be issuable or shall
have been issued in exchange for or in replacement of Common Stock or Other
Securities pursuant to Section 4 or otherwise.

      (e)   The term "Warrant Shares" shall mean the Common Stock issuable upon
exercise of this Warrant.

      1.    EXERCISE OF WARRANT.

            1.1.  NUMBER OF SHARES ISSUABLE UPON EXERCISE. From and after the
Issue Date through and including the Expiration Date, the Holder hereof shall be
entitled to receive, upon exercise of this Warrant in whole in accordance with
the terms of subsection 1.2 or upon exercise of this Warrant in part in
accordance with subsection 1.3, shares of Common Stock of the Company, subject
to adjustment pursuant to Section 4.

            1.2.  FULL EXERCISE. This Warrant may be exercised in full by the
Holder hereof by delivery of an original or facsimile copy of the form of
subscription attached as Exhibit A hereto (the "Subscription Form") duly
executed by such Holder and delivery within two days thereafter of payment, in
cash, wire transfer or by certified or official bank check payable to the order
of the Company, in the amount obtained by multiplying the number of shares of
Common Stock for which this Warrant is then exercisable by the Purchase Price
then in effect. The original Warrant is not required to be surrendered to the
Company until it has been fully exercised.

            1.3.  PARTIAL EXERCISE. This Warrant may be exercised in part (but
not for a fractional share) by delivery of a Subscription Form in the manner and
at the place provided in subsection 1.2 except that the amount payable by the
Holder on such partial exercise shall be the amount obtained by multiplying (a)
the number of whole shares of Common Stock designated by the Holder in the
Subscription Form by (b) the Purchase Price then in effect. On any such partial
exercise provided the Holder has surrendered the original Warrant, the Company,
at its expense, will forthwith issue and deliver to or upon the order of the
Holder hereof a new Warrant of like tenor, in the name of the Holder hereof or
as such Holder (upon payment by such Holder of any applicable transfer taxes)
may request, the whole number of shares of Common Stock for which such Warrant
may still be exercised.

            1.4.  COMPANY ACKNOWLEDGMENT. The Company will, at the time of the
exercise of the Warrant, upon the request of the Holder hereof acknowledge in
writing its continuing obligation to afford to such Holder any rights to which
such Holder shall continue to be entitled after such exercise in accordance with
the provisions of this Warrant. If the Holder shall fail to make any such
request, such failure shall not affect the continuing obligation of the Company
to afford to such Holder any such rights.

            1.5.  TRUSTEE FOR WARRANT HOLDERS. In the event that a bank or trust
company shall have been appointed as trustee for the Holder of the Warrants
pursuant to Subsection 3.2, such bank or trust company shall have all the powers
and duties of a warrant agent (as hereinafter described) and shall accept, in
its own name for the account of the Company or such successor person as may be
entitled thereto, all amounts otherwise payable to the Company or such
successor, as the case may be, on exercise of this Warrant pursuant to this
Section 1.

            1.6   DELIVERY OF STOCK CERTIFICATES, ETC. ON EXERCISE. The Company
agrees that the shares of Common Stock purchased upon exercise of this Warrant
shall be deemed to be issued to the Holder hereof as the record owner of such
shares as of the close of business on the date on which delivery of a
Subscription Form shall have occurred and payment made for such shares as
aforesaid. As soon as practicable after the exercise of this Warrant in full or
in part, and in any event within seven (7) business days thereafter ("Warrant
Share Delivery Date"), the Company at its expense (including the payment by it

                                       2



<Page>

of any applicable issue taxes) will cause to be issued in the name of and
delivered to the Holder hereof, or as such Holder (upon payment by such Holder
of any applicable transfer taxes) may direct in compliance with applicable
securities laws, a certificate or certificates for the number of duly and
validly issued, fully paid and non-assessable shares of Common Stock (or Other
Securities) to which such Holder shall be entitled on such exercise, plus, in
lieu of any fractional share to which such Holder would otherwise be entitled,
cash equal to such fraction multiplied by the then fair market value of one full
share of Common Stock, together with any other stock or other securities and
property (including cash, where applicable) to which such Holder is entitled
upon such exercise pursuant to Section 1 or otherwise.

      3.    ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER, ETC.

            3.1.  FUNDAMENTAL TRANSACTION. If, at any time while this Warrant is
outstanding, (A) the Company effects any merger or consolidation of the Company
with or into another entity, (B) the Company effects any sale of all or
substantially all of its assets in one or a series of related transactions, (C)
any tender offer or exchange offer (whether by the Company or another entity) is
completed pursuant to which holders of Common Stock are permitted to tender or
exchange their shares for other securities, cash or property, (D) the Company
consummates a stock purchase agreement or other business combination (including,
without limitation, a reorganization, recapitalization, spin-off or scheme of
arrangement) with one or more persons or entities whereby such other persons or
entities acquire more than the 50% of the outstanding shares of Common Stock
(not including any shares of Common Stock held by such other persons or entities
making or party to, or associated or affiliated with the other persons or
entities making or party to, such stock purchase agreement or other business
combination), (E) any "person" or "group" (as these terms are used for purposes
of Sections 13(d) and 14(d) of the 1934 Act) is or shall become the "beneficial
owner" (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of
50% of the aggregate Common Stock of the Company, or (F) the Company effects any
reclassification of the Common Stock or any compulsory share exchange pursuant
to which the Common Stock is effectively converted into or exchanged for other
securities, cash or property (in any such case, a "Fundamental Transaction"),
then, upon any subsequent exercise of this Warrant, the Holder shall have the
right to receive, for each Warrant Share that would have been issuable upon such
exercise immediately prior to the occurrence of such Fundamental Transaction, at
the option of the Holder, (a) upon exercise of this Warrant, the number of
shares of Common Stock of the successor or acquiring corporation or of the
Company, if it is the surviving corporation, and any additional consideration
(the "Alternate Consideration") receivable upon or as a result of such
reorganization, reclassification, merger, consolidation or disposition of assets
by a Holder of the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to such event or (b) if the Company is acquired in
(1) a transaction where the consideration paid to the holders of the Common
Stock consists solely of cash, (2) a "Rule 13e-3 transaction" as defined in Rule
13e-3 under the 1934 Act, or (3) a transaction involving a person or entity not
traded on a national securities exchange, the Nasdaq Global Select Market, the
Nasdaq Global Market or the Nasdaq Capital Market, cash equal to the
Black-Scholes Value. For purposes of any such exercise, the determination of the
Purchase Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect
of one share of Common Stock in such Fundamental Transaction, and the Company
shall apportion the Purchase Price among the Alternate Consideration in a
reasonable manner reflecting the relative value of any different components of
the Alternate Consideration. If holders of Common Stock are given any choice as
to the securities, cash or property to be received in a Fundamental Transaction,
then the Holder shall be given the same choice as to the Alternate Consideration
it receives upon any exercise of this Warrant following such Fundamental
Transaction. To the extent necessary to effectuate the foregoing provisions, any
successor to the Company or surviving entity in such Fundamental Transaction
shall issue to the Holder a new warrant consistent with the foregoing provisions
and evidencing the Holder's right to exercise such warrant into Alternate
Consideration. The terms of any agreement pursuant to which a Fundamental
Transaction is effected shall include terms requiring any such successor or
surviving entity to comply with the provisions of this Section 3.1 and insuring
that this Warrant (or any such replacement security) will be similarly adjusted
upon any subsequent transaction analogous to a Fundamental Transaction.
"Black-Scholes Value" shall be determined in accordance with the Black-Scholes
Option Pricing Model obtained from the "OV" function on Bloomberg L.P. using (i)
a price per share of Common Stock equal to the VWAP of the Common Stock for the
Trading Day immediately preceding the date of consummation of the applicable
Fundamental Transaction, (ii) a risk-free interest rate corresponding to the
U.S. Treasury rate for a period equal to the remaining term of this Warrant as
of the date of such request and (iii) an expected volatility equal to the 100
day volatility obtained from the HVT function on Bloomberg L.P. determined as of
the Trading Day immediately following the public announcement of the applicable
Fundamental Transaction.

                                       3



<Page>

            3.2.  DISSOLUTION. In the event of any dissolution of the Company
following the transfer of all or substantially all of its properties or assets,
the Company, prior to such dissolution, shall at its expense deliver or cause to
be delivered the stock and other securities and property (including cash, where
applicable) receivable by the Holder of the Warrants after the effective date of
such dissolution pursuant to this Section 3 to a bank or trust company (a
"Trustee") having its principal office in California, NY, as trustee for the
Holder of the Warrants. Such property shall be delivered only upon payment of
the Warrant exercise price.

            3.3.  CONTINUATION OF TERMS. Upon any reorganization, consolidation,
merger or transfer (and any dissolution following any transfer) referred to in
this Section 3, this Warrant shall continue in full force and effect and the
terms hereof shall be applicable to the Other Securities and property receivable
on the exercise of this Warrant after the consummation of such reorganization,
consolidation or merger or the effective date of dissolution following any such
transfer, as the case may be, and shall be binding upon the issuer of any Other
Securities, including, in the case of any such transfer, the person acquiring
all or substantially all of the properties or assets of the Company, whether or
not such person shall have expressly assumed the terms of this Warrant as
provided in Section 4. In the event this Warrant does not continue in full force
and effect after the consummation of the transaction described in this Section
3, then only in such event will the Company's securities and property (including
cash, where applicable) receivable by the Holder of the Warrants be delivered to
the Trustee as contemplated by Section 3.2.

      4.    EXTRAORDINARY EVENTS REGARDING COMMON STOCK. In the event that the
Company shall (a) issue additional shares of the Common Stock as a dividend or
other distribution on outstanding Common Stock, (b) subdivide its outstanding
shares of Common Stock, or (c) combine its outstanding shares of the Common
Stock into a smaller number of shares of the Common Stock, then, in each such
event, the Purchase Price shall, simultaneously with the happening of such
event, be adjusted by multiplying the then Purchase Price by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common Stock outstanding immediately after such event, and the
product so obtained shall thereafter be the Purchase Price then in effect. The
Purchase Price, as so adjusted, shall be readjusted in the same manner upon the
happening of any successive event or events described herein in this Section 4.
The number of shares of Common Stock that the Holder of this Warrant shall
thereafter, on the exercise hereof, be entitled to receive shall be adjusted to
a number determined by multiplying the number of shares of Common Stock that
would otherwise (but for the provisions of this Section 4 be issuable on such
exercise by a fraction of which (a) the numerator is the Purchase Price that
would otherwise (but for the provisions of this Section 4 be in effect, and (b)
the denominator is the Purchase Price in effect on the date of such exercise.

      5.    CERTIFICATE AS TO ADJUSTMENTS. In each case of any adjustment or
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise of the Warrants, the Company at its expense will promptly cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or readjustment in accordance with the terms of the Warrant and prepare a
certificate setting forth such adjustment or readjustment and showing in detail
the facts upon which such adjustment or readjustment is based, including a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed

                                       4



<Page>

to have been issued or sold, (b) the number of shares of Common Stock (or Other
Securities) outstanding or deemed to be outstanding, and (c) the Purchase Price
and the number of shares of Common Stock to be received upon exercise of this
Warrant, in effect immediately prior to such adjustment or readjustment and as
adjusted or readjusted as provided in this Warrant. The Company will forthwith
mail a copy of each such certificate to the Holder of the Warrant and any
Warrant Agent of the Company (appointed pursuant to Section 11 hereof).

      6.    RESERVATION OF STOCK, ETC. ISSUABLE ON EXERCISE OF WARRANT;
FINANCIAL STATEMENTS. The Company will at all times reserve and keep available,
solely for issuance and delivery on the exercise of the Warrants, all shares of
Common Stock (or Other Securities) from time to time issuable on the exercise of
the Warrant. This Warrant entitles the Holder hereof to receive copies of all
financial and other information distributed or required to be distributed to the
holders of the Company's Common Stock.

      7.    ASSIGNMENT; EXCHANGE OF WARRANT. Subject to compliance with
applicable securities laws, this Warrant, and the rights evidenced hereby, may
be transferred by any registered holder hereof (a "Transferor"). On the
surrender for exchange of this Warrant, with the Transferor's endorsement in the
form of Exhibit B attached hereto (the "Transferor Endorsement Form") and
together with an opinion of counsel reasonably satisfactory to the Company that
the transfer of this Warrant will be in compliance with applicable securities
laws, the Company will issue and deliver to or on the order of the Transferor
thereof a new Warrant or Warrants of like tenor, in the name of the Transferor
and/or the transferee(s) specified in such Transferor Endorsement Form (each a
"Transferee"), calling in the aggregate on the face or faces thereof for the
number of shares of Common Stock called for on the face or faces of the Warrant
so surrendered by the Transferor.

      8.    REPLACEMENT OF WARRANT. On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of any such loss, theft or destruction of this
Warrant, on delivery of an indemnity agreement or security reasonably
satisfactory in form and amount to the Company or, in the case of any such
mutilation, on surrender and cancellation of this Warrant, the Company at its
expense, twice only, will execute and deliver, in lieu thereof, a new Warrant of
like tenor.

      9.    REGISTRATION RIGHTS. The Company shall use its best efforts to
effect one or more registration statements that shall include all the Common
Stock issuable upon the exercise of this Warrant. The Company shall use best
efforts to file such registration statements promptly following the date of
issuance of this Warrant, cause such registration statements to be declared
effective by the Securities and Exchange Commission as promptly as possible
thereafter, and use best efforts to maintain their effectiveness at all times
following their initial effectiveness. The Holder agrees to cooperate with the
Company in furnishing all information required or reasonably requested by the
Company in order to prepare and file, or seek the effectiveness of, any
registration statements that include the shares of Common Stock issuable upon
the exercise of this Warrant.

      10.   MAXIMUM EXERCISE. The Holder shall not be entitled to exercise this
Warrant on an exercise date, in connection with that number of shares of Common
Stock which would be in excess of the sum of (i) the number of shares of Common
Stock beneficially owned by the Holder and its affiliates on an exercise date,
and (ii) the number of shares of Common Stock issuable upon the exercise of this
Warrant with respect to which the determination of this limitation is being made
on an exercise date, which would result in beneficial ownership by the Holder
and its affiliates of more than 4.99% of the outstanding shares of Common Stock
on such date. For the purposes of the immediately preceding sentence, beneficial
ownership shall be determined in accordance with Section 13(d) of the Securities
1934 Act , and Rule 13d-3 thereunder. Subject to the foregoing, the Holder shall
not be limited to aggregate exercises which would result in the issuance of more
than 4.99%. The restriction described in this paragraph may be waived, in whole
or in part, upon sixty-one (61) days prior notice from the Holder to the Company
to increase such percentage to up to 9.99%, but not in excess of 9.99%. The
Holder may decide whether to convert a Convertible Note or exercise this Warrant
to achieve an actual 4.99% or up to 9.99% ownership position as described above,
but not in excess of 9.99%.

                                       5


<Page>

      11.   WARRANT AGENT. The Company may, by written notice to the Holder of
the Warrant, appoint an agent (a "Warrant Agent") for the purpose of issuing
Common Stock (or Other Securities) on the exercise of this Warrant pursuant to
Section 1, exchanging this Warrant pursuant to Section 7, and replacing this
Warrant pursuant to Section 8, or any of the foregoing, and thereafter any such
issuance, exchange or replacement, as the case may be, shall be made at such
office by such Warrant Agent.

      12.   TRANSFER ON THE COMPANY'S BOOKS. Until this Warrant is transferred
on the books of the Company, the Company may treat the registered holder hereof
as the absolute owner hereof for all purposes, notwithstanding any notice to the
contrary.

      13.   NOTICES. All notices, demands, requests, consents, approvals, and
other communications required or permitted hereunder shall be in writing and,
unless otherwise specified herein, shall be (i) personally served, (ii)
deposited in the mail, registered or certified, return receipt requested,
postage prepaid, (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is
to be received) or (b) on the second business day following the date of mailing
by express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur. The addresses for
such communications shall be: if to the Company, to: Aethlon Medical, Inc., 3030
Bunker Hill Street, Suite 4000, San Diego, CA 92109, Attn: James A. Joyce, CEO,
telecopier: (858) 272-2738, with a copy by telecopier only to: Richardson &
Patel LLP, 10900 Wilshire Boulevard, Suite 500, Los Angeles, CA 90024, Attn:
Jennifer Post, Esq., telecopier: (310) 208-1154, and (ii) if to the Holder, to
the address and telecopier number listed on the first paragraph of this Warrant.



                                       6


<Page>

      14.   LAW GOVERNING THIS WARRANT. This Warrant shall be governed by and
construed in accordance with the laws of the State of California without regard
to principles of conflicts of laws. Any action brought by either party against
the other concerning the transactions contemplated by this Warrant shall be
brought only in the state courts of California or in the federal courts located
in the state and county of California. The parties to this Warrant hereby
irrevocably waive any objection to jurisdiction and venue of any action
instituted hereunder and shall not assert any defense based on lack of
jurisdiction or venue or based upon FORUM NON CONVENIENS. The Company and Holder
waive trial by jury. The prevailing party shall be entitled to recover from the
other party its reasonable attorney's fees and costs. In the event that any
provision of this Warrant or any other agreement delivered in connection
herewith is invalid or unenforceable under any applicable statute or rule of
law, then such provision shall be deemed inoperative to the extent that it may
conflict therewith and shall be deemed modified to conform with such statute or
rule of law. Any such provision which may prove invalid or unenforceable under
any law shall not affect the validity or enforceability of any other provision
of any agreement. Each party hereby irrevocably waives personal service of
process and consents to process being served in any suit, action or proceeding
in connection with this Agreement or any other Transaction Document by mailing a
copy thereof via registered or certified mail or overnight delivery (with
evidence of delivery) 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 other manner
permitted by law.

      15.   RESTRICTED STOCK. Holder understands and acknowledges that the
Warrant Shares have not been, and when issued will not be, registered with the
Securities and Exchange Commission. Further, the Holder understands and
acknowledges that the certificates representing the Warrant Shares, when issued,
shall bear a restrictive legend.

      IN WITNESS WHEREOF, the Company has executed this Warrant as of the date
first written above.

                                      AETHLON MEDICAL, INC.


                                      By:   __________________________________
                                            Name:



                                            HOLDER:


                                            BY:
                                            NAME:
                                            TITLE:


                                       7



<Page>

                                    EXHIBIT A

                              FORM OF SUBSCRIPTION
                   (to be signed only on exercise of Warrant)

TO:  AETHLON MEDICAL, INC.

The undersigned, pursuant to the provisions set forth in the attached Warrant
(No.____), hereby irrevocably elects to purchase (check applicable box):

___      ________ shares of the Common Stock covered by such Warrant.

The undersigned herewith makes payment of the full purchase price for such
shares at the price per share provided for in such Warrant, which is
$___________. Such payment takes the form of $__________ in lawful money of the
United States.

The undersigned requests that the certificates for such shares be issued in the
name of, and delivered to _____________________________________________________
whose address is _________________________________________________
______________________________________ .

The undersigned represents and warrants that all offers and sales by the
undersigned of the securities issuable upon exercise of the within Warrant shall
be made pursuant to registration of the Common Stock under the Securities Act of
1933, as amended (the "Securities Act"), or pursuant to an exemption from
registration under the Securities Act.

Dated:___________________                   ___________________________________
                                            (Signature must conform to name of
                                            holder as specified on the face of
                                            the Warrant)


                                            ___________________________________
                                            ___________________________________
                                            (Address)


                                      A-1



<Page>

                                    EXHIBIT B

                         FORM OF TRANSFEROR ENDORSEMENT
                   (To be signed only on transfer of Warrant)

      For value received, the undersigned hereby sells, assigns, and transfers
unto the person(s) named below under the heading "Transferees" the right
represented by the within Warrant to purchase the percentage and number of
shares of Common Stock of AETHLON MEDICAL, INC. to which the within Warrant
relates specified under the headings "Percentage Transferred" and "Number
Transferred," respectively, opposite the name(s) of such person(s) and appoints
each such person Attorney to transfer its respective right on the books of
AETHLON MEDICAL, INC. with full power of substitution in the premises.

<TABLE>
<CAPTION>
<S>                                                                           <C>
- --------------------------------- --------------------------------- ---------------------------------
TRANSFEREES                       PERCENTAGE TRANSFERRED            NUMBER TRANSFERRED
- --------------------------------- --------------------------------- ---------------------------------

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

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

- --------------------------------- --------------------------------- ---------------------------------
</TABLE>

Dated: ______________, _______             _____________________________________
                                           (Signature must conform to name of
                                           holder as specified on the face of
                                           the warrant)

Signed in the presence of:

______________________________             _____________________________________
         (Name)                            _____________________________________
                                                  (address)

ACCEPTED AND AGREED:                       _____________________________________
[TRANSFEREE]                               _____________________________________
                                                  (address)

______________________________
         (Name)


                                      B-1



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>aethlon_8k-ex1001.txt
<DESCRIPTION>FORM OF 10% COVERTIBLE NOTE
<TEXT>
<Page>

EXHIBIT 10.1

 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% CONVERTIBLE NOTE

                                                                        $___,000

      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 ($___,000) 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.

      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. 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 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.

      3.    PRE-PAYMENTS AND MATURITY DATE. This Note shall be due and payable
in full, including all accrued Interest thereon, on _______, 2010 (the "Maturity
Date") reflecting the eighteen month term of this Note. 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.



<Page>

      4.    CONVERSION OF NOTE.

            4.1   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 $0.50 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.

            4.2   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). 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.

            4.3   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.

            4.4   EXERCISE OF CONVERSION PRIVILEGE.

                  4.4.1   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.

                                      -2-


<Page>

                  4.4.2   The Holder's conversion right 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.

                  4.4.3   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 A 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.

                  4.4.4   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 20,
"Representations and Warranties to Survive Closing," the Company shall be
forever released from all of its obligations and liabilities under this Note.

            4.5   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.

            4.6   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.

      5.    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 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.

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

      7.    TRANSFER RESTRICTIONS; EXEMPTION FROM REGISTRATION.

            7.1   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

                                      -3-


<Page>

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.

            7.2   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.

      8.    INFORMATION ON COMPANY. Holder has been furnished with or has had
access at the EDGAR Website of the SEC to the Company's Form 10-KSB filed on
July 15, 2008 for the fiscal year ended March 31, 2008, and the financial
statements included therein, together with all subsequent filings made with the
SEC available at the EDGAR website (hereinafter referred to collectively as the
"REPORTS"). In addition, Holder may have received in writing from the Company
such other information concerning its operations, financial condition and other
matters as Holder has requested in writing, identified thereon as OTHER WRITTEN
INFORMATION (such other information is collectively, the "OTHER WRITTEN
INFORMATION"), and considered all factors Holder deems material in deciding on
the advisability of investing in this Note (and underlying shares of Common
Stock).

      8.    INFORMATION ON SUBSCRIBER. Holder is, and will be at the time of the
exercise of the Warrants, an "ACCREDITED INVESTOR", as such term is defined in
Regulation D promulgated by the SEC under the 1933 Act, is experienced in
investments and business matters, has made investments of a speculative nature
and has purchased securities of United States publicly-owned companies in
private placements in the past and, with its representatives, has such knowledge
and experience in financial, tax and other business matters as to enable Holder
to utilize the information made available by the Company to evaluate the merits
and risks of and to make an informed investment decision with respect to the
proposed purchase, which represents a speculative investment. Holder has the
authority and is duly and legally qualified to purchase and own the Note and
underlying shares of Common Stock. Holder is able to bear the risk of such
investment for an indefinite period and to afford a complete loss thereof. The
information set forth on the signature page hereto regarding Holder is accurate.

                                      -4-


<Page>

      9.    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.

      10.   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.

            10.1  EVENT OF DEFAULT. Any of the following events shall constitute
an "Event of Default" hereunder:

                  10.1.1   Failure by the Company to pay principal when due and
payable hereunder on the Maturity Date;

                  10.1.2   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

                  10.1.3   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.

            10.2  ACCELERATION. Upon any Event of Default (in addition to any
other rights or remedies provided for under this Note), at the option of the
Holder, all sums evidenced hereby, including all principal, Interest, fees and
all other amounts due hereunder, shall become immediately due and payable.

                                      -5-


<Page>

            10.3  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.

            10.4  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.

            10.5  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.

            10.6  PURSUIT OF ANY REMEDY. Holder may not pursue any remedy under
the Note 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 Holder to pursue such remedy.

      11.   ASSIGNMENT, TRANSFER OR LOSS OF THE NOTE.

            11.1  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.

            11.2  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.

            11.3  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.

                                      -6-


<Page>

      12.   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.

      13.   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.

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

      15.   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
original jurisdiction, as well as in courts of appellate jurisdiction, or
through a bankruptcy court or other legal proceedings.

      16.   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.

                                      -7-


<Page>

      17.   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.

      18.   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.

      19.   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.

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

      21.   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.

                                      -8-


<Page>

      "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,
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 _________, 2010.

      "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

                                      -9-


<Page>

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.

      22.   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
_________________ 2008.

                                           AETHLON MEDICAL, INC.


                                           By  /s/ James Joyce
                                              --------------------------------
                                              James Joyce
                                              Chief Executive Officer



                                           [HOLDER:]

                                           BY:
                                              --------------------------------
                                           NAME:
                                                ------------------------------
                                           TITLE:
                                                 -----------------------------


                                      -10-


<Page>

                                    EXHIBIT A


                                EXECUTED WARRANT

                                  See Attached





                                       A-1


<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 % 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:
      -------------------------------



                                      B-1

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