-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 Pl/YTgPoh10egeznf7K4saGqIIEye/AIkFq30c7X7NCXDV1zAZMABvW997bIsPYD
 7Fa7z9c/OeKp4+j/6SKXxA==

<SEC-DOCUMENT>0001019687-08-005552.txt : 20081219
<SEC-HEADER>0001019687-08-005552.hdr.sgml : 20081219
<ACCEPTANCE-DATETIME>20081219171221
ACCESSION NUMBER:		0001019687-08-005552
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20081121
ITEM INFORMATION:		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20081219
DATE AS OF CHANGE:		20081219

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:		081261941

	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-121908.txt
<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): November 21, 2008

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

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

                                    000-21846
                            (Commission File Number)


    3030 Bunker Hill Street, Suite 4000                     92109
           San Diego, California                          (Zip Code)
 (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.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2 below):

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))



<PAGE>


FORWARD-LOOKING STATEMENTS

         This Form 8-K and other reports filed by Aethlon Medical, Inc., a
Nevada corporation ("Registrant" or the "Company"), 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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
          APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
          OFFICERS.

         On December 15, 2008, the Company entered into an agreement with James
A. Joyce, the Company's Chairman, President, Chief Executive Officer, Chief
Financial Officer and Secretary, pursuant to which the Company granted Mr. Joyce
a non-statutory stock option to acquire an aggregate of 2,000,000 shares of the
Company's common stock at an exercise price of $0.25 per share. The exercise
price was set based on the closing price of the Company's common stock on
November 13, 2008, the date on which the Company's Board of Directors approved
the grant of the option. The option vested on December 15, 2008, the date of
grant, with respect to 1,000,000 shares, will vest as to 500,000 shares on
December 31, 2009 and will vest as to the remaining 500,000 shares on December
31, 2010. Unless terminated earlier in accordance with the agreement, the
option, to the extent unexercised, will expire on November 13, 2018.

         On December 15, 2008, the Company entered into separate agreements with
Franklyn S. Barry and Edward G. Broenniman, two of the Company's non-employee
directors, pursuant to which the Company granted to each such director a
non-statutory stock option to acquire an aggregate of 500,000 shares of the
Company's common stock at an exercise price of $0.41 per share. The exercise
price was set based on the closing price of the Company's common stock on June
4, 2008, the date on which the Company's Board of Directors approved the grant
of each option. In the case of each grant, the option vested on December 15,
2008, the date of grant, with respect to 333,333 shares and will vest as to the
remaining 166,667 shares on June 4, 2009. Unless terminated earlier in
accordance with its respective agreement, each option, to the extent
unexercised, will expire on June 4, 2018.

         In addition, on December 15, 2008, the Company entered into an
agreement with Richard H. Tullis, Vice President, Chief Science Officer and a
director of the Company, pursuant to which the Company granted to Mr. Tullis a
non-statutory stock option to acquire an aggregate of 750,000 shares of the
Company's common stock at an exercise price of $0.41 per share. The exercise
price was set based on the closing price of the Company's common stock on June
4, 2008, the date on which the Company's Board of Directors approved the grant
of the option. The option will vest as to 250,000 on June 4, 2009, 250,000
shares on June 4, 2010 and to the remaining 250,000 shares on June 4, 2011.
Unless terminated earlier in accordance with the agreement, the option, to the
extent unexercised, will expire on June 4, 2018.

         The foregoing description of the options granted to Mr. Joyce, Mr.
Barry, Mr. Broenniman and Mr. Tullis does not purport to be complete and is
qualified in its entirety by their respective Stock Option Agreements, attached
hereto as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, each of which is
incorporated herein by reference.

         On November 21, 2008, Mr. Harold Handley was terminated from his
position as President of the Company. At this time, no replacement has been
made. Mr. Handley's primary role with the Company was regulatory oversight. The
Company plans to utilize consulting firms specializing in regulatory matters for
the near future.



<PAGE>



ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS.
(d) EXHIBITS

EXHIBIT NO.     DESCRIPTION
- -----------     -----------
10.1            Stock Option Agreement of James A. Joyce
10.2            Stock Option Agreement of Franklyn S. Barry
10.3            Stock Option Agreement of Edward G. Broenniman
10.4            Stock Option Agreement of Richard H. Tullis



<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.


                                            AETHLON MEDICAL, INC.

                                            By: /s/ James A. Joyce
                                                --------------------------------
                                                James A. Joyce
Dated: December 19, 2008                        Chief Executive Officer




<PAGE>



                                  EXHIBIT INDEX

EXHIBIT NO.     DESCRIPTION
10.1            Stock Option Agreement of James A. Joyce
10.2            Stock Option Agreement of Franklyn S. Barry
10.3            Stock Option Agreement of Edward G. Broenniman
10.4            Stock Option Agreement of Richard H. Tullis



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>aethlon_8k-ex1001.txt
<DESCRIPTION>STOCK OPTION AGR - JOYCE
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.1

                              AETHLON MEDICAL, INC.
                         NOTICE OF GRANT OF STOCK OPTION
                         -------------------------------



                Notice is hereby given of the following option grant (the
"Option") to purchase shares of the Common Stock of Aethlon Medical, Inc., a
Nevada corporation (the "Company"):


       Optionee:                    James A. Joyce
       ---------


       Grant Date:                  December 15, 2008
       -----------


       Exercise Price:              $0.25 per share


       Number of Option Shares:     2,000,000
       -----------------------


       Expiration Date:             November 13, 2018
       ---------------

       Type of Option:              Non-Statutory Stock Option


       Vesting Schedule:            1,000,000 shall vest on December 15, 2008,
       -----------------            500,000 shall vest on December 31, 2009 and
                                    500,000 shall vest on December 31, 2010

         Optionee agrees to be bound by the terms of the Stock Option Agreement
attached hereto as Exhibit A.

         NO EMPLOYMENT OR SERVICE CONTRACT. Nothing in this Notice or in the
attached Stock Option Agreement shall confer upon Optionee any right to continue
in service in any capacity, including as an employee, for any period of specific
duration or interfere with or otherwise restrict in any way the rights of the
Company (or any Parent or Subsidiary employing or retaining Optionee) or of
Optionee, which rights are hereby expressly reserved by each, to terminate
Optionee's service and/or employment at any time for any reason, with or without
cause.


                                       1
<PAGE>

         DEFINITIONS. All capitalized terms in this Notice shall have the
meaning assigned to them in this Notice or in the attached Stock Option
Agreement.

Dated:  December 15, 2008                    AETHLON MEDICAL, INC.



                                             By: /s/ James Frakes
                                                 -------------------------------
                                                 Name: James Frakes
                                                 Senior Vice President - Finance

                                             OPTIONEE


                                             /s/ James A. Joyce
                                             -----------------------------------
                                             Name: James A. Joyce
                                             Address:


ATTACHMENTS
- -----------
EXHIBIT A - STOCK OPTION AGREEMENT



                                       2
<PAGE>


                                    EXHIBIT A
                             STOCK OPTION AGREEMENT
                             ----------------------



<PAGE>

                              AETHLON MEDICAL, INC.
                             STOCK OPTION AGREEMENT
                             ----------------------

                                    RECITALS
                                    --------

         The Board of Directors (the "Board") of Aethlon Medical, Inc. (the
"Company"), in a telephonic Board Meeting held November 13, 2008, has deemed it
fair and in the best interest of the Company and its stockholders that the
Company issue to James A. Joyce an aggregate of 2,000,000 options to acquire
restricted common stock.

         All capitalized terms in this Agreement not defined herein shall have
the meaning assigned to them in the attached Appendix.

                                    AGREEMENT
                                    ---------

         NOW, THEREFORE, it is hereby agreed as follows:

         1. GRANT OF OPTION. The Company hereby grants to the Optionee, as of
the Grant Date, an option to purchase up to the number of Option Shares
specified in the Grant Notice. The Option Shares shall be purchasable from time
to time during the option term specified in Paragraph 2 at the Exercise Price.

         2. OPTION TERM. This option shall expire at the close of business on
the Expiration Date, unless sooner terminated in accordance with Paragraph 5.

         3. LIMITED TRANSFERABILITY. During Optionee's lifetime, this option
shall be exercisable only by Optionee and shall not be assignable or
transferable other than by will or by the laws of descent and distribution
following Optionee's death.

         4. DATES OF EXERCISE. This option shall become exercisable for the
Option Shares as specified in the Vesting Schedule.

         5. CESSATION OF SERVICE. The option term specified in Paragraph 2 shall
terminate (and this option shall cease to be outstanding) prior to the
Expiration Date should any of the following events occur:

                  (a) If the Optionee's service is terminated for any reason
other than death or disability, then the Optionee may exercise this option, only
to the extent that the option would have been exercisable upon the date of such
termination (the "Termination Date"), no later than twelve (12) months after the
Termination Date.

                  (b) If the Optionee's service is terminated because of the
Optionee's death or disability (or the Optionee dies within twelve (12) months
after a termination other than for cause or because of the Optionee's
disability), then this option may be exercised only to the extent that it would
have been exercisable by the Optionee on the Termination Date and must be
exercised by the Optionee (or the Optionee's legal representative) no later than
twelve (12) months after the Termination Date.



                                       1
<PAGE>

                  (c) Notwithstanding the provisions above, if the Optionee's
service is terminated for cause, neither the Optionee, the Optionee's estate nor
such other person who may then hold this option shall be entitled to exercise it
with respect to any Option Shares whatsoever.

         6. ADJUSTMENT IN OPTION SHARES. Should any change be made to the Common
Stock by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Company's receipt of
consideration, appropriate adjustments shall be made to (i) the total number
and/or class of securities subject to this option and (ii) the Exercise Price in
order to reflect such change and thereby preclude a dilution or enlargement of
benefits hereunder.

         7. SHAREHOLDER RIGHTS. The holder of this option shall not have any
shareholder rights with respect to the Option Shares until such person shall
have exercised the option, paid the Exercise Price and become a holder of record
of the purchased shares.

         8. REGISTRATION RIGHTS. If the Company at any time proposes to register
any of its securities under the Securities Act of 1933, as amended (the "Act"),
for sale to the public, whether for its own account or for the account of other
security holders or both, provided the Registrable Securities are not otherwise
subject to an effective registration statement, the Company will cause such
Registrable Securities to be included with the securities to be covered by the
registration statement proposed to be filed by the Company. In the event that
any registration pursuant to this Paragraph 8 shall be, in whole or in part, an
underwritten public offering of Common Stock of the Company, the number of
shares of Registrable Securities to be included in such an underwriting may be
reduced by the managing underwriter if and to the extent that the Company and
the underwriter shall reasonably be of the opinion that such inclusion would
adversely affect the marketing of the securities to be sold by the Company
therein; provided, however, that the Company shall notify the Optionee in
writing of any such reduction. "Registrable Securities" means the number of
shares of the Company's Common Stock set forth on the first page of the Notice
of Grant of Stock Option.

         9. MANNER OF EXERCISING OPTION.

                  (a) In order to exercise this option with respect to all or
any part of the Option Shares for which this option is at the time exercisable,
the Optionee (or any other person or persons exercising the option) must take
the following actions:

                           (i) Execute and deliver to the Company a written
                  notice setting forth the number of Option Shares for which the
                  option is exercised.

                           (ii) Pay the aggregate Exercise Price for the
                  purchased shares in cash or in one or more of the following
                  forms:


                                       2
<PAGE>

                                    (A) by cancellation of indebtedness of the
                           Company to the Optionee;

                                    (B) if approved by the Board, by surrender
                           of shares that either: (1) have been owned by the
                           Optionee for more than one year and have been paid
                           for within the meaning of Rule 144 promulgated under
                           the Act (and, if such shares were purchased from the
                           Company by use of a promissory note, such note has
                           been fully paid with respect to such shares); or (2)
                           were obtained by the Optionee in the public market;


                                    (C) if approved by the Board, by waiver of
                           compensation due or accrued to the Optionee for
                           services rendered;


                                    (D) with respect only to purchases upon
                           exercise of an option, and provided that a public
                           market for the Company's stock exists:

                                            (1) through a "same day sale"
                           commitment from the Optionee and a broker-dealer that
                           is a member of the National Association of Securities
                           Dealers (an "NASD Dealer") whereby the Optionee
                           irrevocably elects to exercise the option and to sell
                           a portion of the shares so purchased to pay for the
                           Exercise Price, and whereby the NASD Dealer
                           irrevocably commits upon receipt of such shares to
                           forward the Exercise Price directly to the Company;
                           or

                                            (2) through a "margin" commitment
                           from the Optionee and an NASD Dealer whereby the
                           Optionee irrevocably elects to exercise the option
                           and to pledge the Shares so purchased to the NASD
                           Dealer in a margin account as security for a loan
                           from the NASD Dealer in the amount of the Exercise
                           Price, and whereby the NASD Dealer irrevocably
                           commits upon receipt of such Shares to forward the
                           Exercise Price directly to the Company; or

                                    (E) by any combination of the foregoing.
                           Except to the extent the sale and remittance
                           procedure is utilized in connection with the option
                           exercise, payment of the Exercise Price must
                           accompany the written notice delivered to the Company
                           in connection with the option exercise.

                           (iii) Furnish to the Company appropriate
                           documentation that the person or persons exercising
                           the option (if other than Optionee) have the right to
                           exercise this option.

                           (iv) Execute and deliver to the Company such written
                           representations as may be requested by the Company in
                           order for it to comply with the applicable
                           requirements of federal and state securities laws.


                                       3
<PAGE>

                           (v) Make appropriate arrangements with the Company
                           for the satisfaction of all federal, state and local
                           income and employment tax withholding requirements
                           applicable to the option exercise.

                  (b) As soon as practical after the Exercise Date, the Company
shall issue to or on behalf of the Optionee (or any other person or persons
exercising this option) a certificate for the purchased Option Shares, with the
appropriate legends affixed thereto.

                  (c) In no event may this option be exercised for any
fractional shares.

         10. COMPLIANCE WITH LAWS AND REGULATIONS.

                  (a) The exercise of this option and the issuance of the Option
Shares upon such exercise shall be subject to compliance by the Company and
Optionee with all applicable requirements of law relating thereto and with all
applicable regulations of any stock exchange (or the Nasdaq Stock Market or the
OTC Bulletin Board, if applicable) on which the Common Stock may be listed for
trading at the time of such exercise and issuance.

                  (b) The inability of the Company to obtain approval from any
regulatory body having authority deemed by the Company to be necessary to the
lawful issuance and sale of any Common Stock pursuant to this option shall
relieve the Company of any liability with respect to the non-issuance or sale of
the Common Stock as to which such approval shall not have been obtained. The
Company, however, shall use its best efforts to obtain all such approvals.

         11. SUCCESSORS AND ASSIGNS. Except to the extent otherwise provided in
Paragraph 3, the provisions of this Agreement shall inure to the benefit of, and
be binding upon, the Company and its successors and assigns and the Optionee,
the Optionee's assigns and the legal representatives, heirs and legatees of the
Optionee's estate.

         12. NOTICES. Any notice required to be given or delivered to the
Company under the terms of this Agreement shall be in writing and addressed to
the Company at its principal corporate offices. Any notice required to be given
or delivered to the Optionee shall be in writing and addressed to the Optionee
at the address indicated below the Optionee's signature line on the Grant
Notice. All notices shall be deemed effective upon personal delivery or upon
deposit in the U.S. mail, postage prepaid and properly addressed to the party to
be notified.

         13. GOVERNING LAW. The interpretation, performance and enforcement of
this Agreement shall be governed by the laws of the State of California without
resort to that State's conflict-of-laws rules.




                                       4
<PAGE>


         IN WITNESS WHEREOF, the parties have executed this Agreement on this
15th day of December, 2008.

                                     AETHLON MEDICAL, INC., a Nevada corporation



                                     By: /s/ James Frakes
                                         ---------------------------------------
                                         James Frakes
                                         Senior Vice President - Finance

                                     OPTIONEE


                                     /s/ James A. Joyce
                                     -------------------------------------------
                                     James A. Joyce





                                       5
<PAGE>


                                   APPENDIX A

                The following definitions shall be in effect under the
Agreement:

         1. AGREEMENT shall mean this Stock Option Agreement.

         2. CODE shall mean the Internal Revenue Code of 1986, as amended.

         3. COMMON STOCK shall mean the Company's common stock.

         4. EXERCISE DATE shall mean the date on which the option shall have
been exercised in accordance with Paragraph 9 of the Agreement.

         5. EXERCISE PRICE shall mean the exercise price payable per Option
Share as specified in the Grant Notice.

         6. EXPIRATION DATE shall mean the date on which the option expires as
specified in the Grant Notice.

         7. FAIR MARKET VALUE. Fair Market Value of a share of Common Stock as
of a particular date (the "DETERMINATION DATE") shall mean:

             (a) If the Company's Common Stock is traded on an exchange or is
quoted on the National Association of Securities Dealers, Inc. Automated
Quotation ("NASDAQ") National Market or the NASDAQ SmallCap Market, then the
closing or last sale price, respectively, reported for the last business day
immediately preceding the Determination Date.

             (b) If the Company's Common Stock is not traded on an exchange or
on the NASDAQ National Market or the NASDAQ SmallCap Market but is traded on the
NASD OTC Bulletin Board, then the mean of the average of the closing bid and
asked prices reported for the last business day immediately preceding the
Determination Date.

             (c) Except as provided in clause (d) below, if the Company's Common
Stock is not publicly traded, then as the Optionee and the Company agree or in
the absence of agreement by arbitration in accordance with the rules then in
effect of the American Arbitration Association, before a single arbitrator to be
chosen from a panel of persons qualified by education and training to pass on
the matter to be decided.

             (d) If the Determination Date is the date of a liquidation,
dissolution or winding up, or any event deemed to be a liquidation, dissolution
or winding up pursuant to the Company's charter, then all amounts to be payable
per share to holders of the Common Stock pursuant to the charter in the event of
such liquidation, dissolution or winding up, plus all other amounts to be
payable per share in respect of the Common Stock in liquidation under the
charter, assuming for the purposes of this clause (d) that all of the shares of
Common Stock then issuable upon exercise of the option are outstanding at the
Determination Date.

                                       6
<PAGE>

         8. GRANT DATE shall mean the date of grant of the option as specified
in the Grant Notice.

         9. GRANT NOTICE shall mean the Notice of Grant of Stock Option
accompanying the Agreement, pursuant to which Optionee has been informed of the
basic terms of the option evidenced hereby.

         10. NON-STATUTORY STOCK OPTION shall mean an option not intended to
satisfy the requirements of Code Section 422.

         11. OPTION SHARES shall mean the number of shares of Common Stock
subject to the option.

         12. OPTIONEE shall mean the person to whom the option is granted as
specified in the Grant Notice.

         13. VESTING SCHEDULE shall mean the vesting schedule specified in the
Grant Notice pursuant to which the Option Shares shall become exercisable.


                                       7
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>aethlon_8k-ex1002.txt
<DESCRIPTION>STOCK OPTION AGR - BARRY
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.2

                              AETHLON MEDICAL, INC.
                         NOTICE OF GRANT OF STOCK OPTION
                         -------------------------------



                Notice is hereby given of the following option grant (the
"Option") to purchase shares of the Common Stock of Aethlon Medical, Inc., a
Nevada corporation (the "Company"):


       Optionee:                    Franklyn S. Barry
       ---------


       Grant Date:                  December 15, 2008
       -----------


       Exercise Price:              $0.41 per share


       Number of Option Shares:     500,000
       -----------------------


       Expiration Date:             June 4, 2018
       ---------------

       Type of Option:              Non-Statutory Stock Option


       Vesting Schedule:            333,333 shall vest on December 15, 2008,
       -----------------            166,667 shall vest on June 4, 2009

         Optionee agrees to be bound by the terms of the Stock Option Agreement
attached hereto as Exhibit A.

         NO EMPLOYMENT OR SERVICE CONTRACT. Nothing in this Notice or in the
attached Stock Option Agreement shall confer upon Optionee any right to continue
in service in any capacity, including as an employee, for any period of specific
duration or interfere with or otherwise restrict in any way the rights of the
Company (or any Parent or Subsidiary employing or retaining Optionee) or of
Optionee, which rights are hereby expressly reserved by each, to terminate
Optionee's service and/or employment at any time for any reason, with or without
cause.


                                       1
<PAGE>

         DEFINITIONS. All capitalized terms in this Notice shall have the
meaning assigned to them in this Notice or in the attached Stock Option
Agreement.

Dated:  December 15, 2008               AETHLON MEDICAL, INC.



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

                                             OPTIONEE


                                        /s/ Franklyn S. Barry
                                        ----------------------------------------
                                        Name: Franklyn S. Barry
                                        Address:


ATTACHMENTS
- -----------
EXHIBIT A - STOCK OPTION AGREEMENT



                                       2
<PAGE>


                                    EXHIBIT A
                             STOCK OPTION AGREEMENT
                             ----------------------



<PAGE>

                              AETHLON MEDICAL, INC.
                             STOCK OPTION AGREEMENT
                             ----------------------

                                    RECITALS
                                    --------

         The Board of Directors (the "Board") of Aethlon Medical, Inc. (the
"Company"), in a telephonic Board Meeting held June 4, 2008, has deemed it fair
and in the best interest of the Company and its stockholders that the Company
issue to Franklyn S. Barry an aggregate of 500,000 options to acquire restricted
common stock.

         All capitalized terms in this Agreement not defined herein shall have
the meaning assigned to them in the attached Appendix.

                                    AGREEMENT
                                    ---------

         NOW, THEREFORE, it is hereby agreed as follows:

         1. GRANT OF OPTION. The Company hereby grants to the Optionee, as of
the Grant Date, an option to purchase up to the number of Option Shares
specified in the Grant Notice. The Option Shares shall be purchasable from time
to time during the option term specified in Paragraph 2 at the Exercise Price.

         2. OPTION TERM. This option shall expire at the close of business on
the Expiration Date, unless sooner terminated in accordance with Paragraph 5.

         3. LIMITED TRANSFERABILITY. During Optionee's lifetime, this option
shall be exercisable only by Optionee and shall not be assignable or
transferable other than by will or by the laws of descent and distribution
following Optionee's death.

         4. DATES OF EXERCISE. This option shall become exercisable for the
Option Shares as specified in the Vesting Schedule.

         5. CESSATION OF SERVICE. The option term specified in Paragraph 2 shall
terminate (and this option shall cease to be outstanding) prior to the
Expiration Date should any of the following events occur:

                  (a) If the Optionee's service is terminated for any reason
other than death or disability, then the Optionee may exercise this option, only
to the extent that the option would have been exercisable upon the date of such
termination (the "Termination Date"), no later than twelve (12) months after the
Termination Date.

                  (b) If the Optionee's service is terminated because of the
Optionee's death or disability (or the Optionee dies within twelve (12) months
after a termination other than for cause or because of the Optionee's
disability), then this option may be exercised only to the extent that it would
have been exercisable by the Optionee on the Termination Date and must be
exercised by the Optionee (or the Optionee's legal representative) no later than
twelve (12) months after the Termination Date.



                                       1
<PAGE>

                  (c) Notwithstanding the provisions above, if the Optionee's
service is terminated for cause, neither the Optionee, the Optionee's estate nor
such other person who may then hold this option shall be entitled to exercise it
with respect to any Option Shares whatsoever.

         6. ADJUSTMENT IN OPTION SHARES. Should any change be made to the Common
Stock by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Company's receipt of
consideration, appropriate adjustments shall be made to (i) the total number
and/or class of securities subject to this option and (ii) the Exercise Price in
order to reflect such change and thereby preclude a dilution or enlargement of
benefits hereunder.

         7. SHAREHOLDER RIGHTS. The holder of this option shall not have any
shareholder rights with respect to the Option Shares until such person shall
have exercised the option, paid the Exercise Price and become a holder of record
of the purchased shares.

         8. REGISTRATION RIGHTS. If the Company at any time proposes to register
any of its securities under the Securities Act of 1933, as amended (the "Act"),
for sale to the public, whether for its own account or for the account of other
security holders or both, provided the Registrable Securities are not otherwise
subject to an effective registration statement, the Company will cause such
Registrable Securities to be included with the securities to be covered by the
registration statement proposed to be filed by the Company. In the event that
any registration pursuant to this Paragraph 8 shall be, in whole or in part, an
underwritten public offering of Common Stock of the Company, the number of
shares of Registrable Securities to be included in such an underwriting may be
reduced by the managing underwriter if and to the extent that the Company and
the underwriter shall reasonably be of the opinion that such inclusion would
adversely affect the marketing of the securities to be sold by the Company
therein; provided, however, that the Company shall notify the Optionee in
writing of any such reduction. "Registrable Securities" means the number of
shares of the Company's Common Stock set forth on the first page of the Notice
of Grant of Stock Option.

         9. MANNER OF EXERCISING OPTION.

                  (a) In order to exercise this option with respect to all or
any part of the Option Shares for which this option is at the time exercisable,
the Optionee (or any other person or persons exercising the option) must take
the following actions:

                           (i) Execute and deliver to the Company a written
                  notice setting forth the number of Option Shares for which the
                  option is exercised.

                           (ii) Pay the aggregate Exercise Price for the
                  purchased shares in cash or in one or more of the following
                  forms:


                                       2
<PAGE>

                                    (A) by cancellation of indebtedness of the
                           Company to the Optionee;

                                    (B) if approved by the Board, by surrender
                           of shares that either: (1) have been owned by the
                           Optionee for more than one year and have been paid
                           for within the meaning of Rule 144 promulgated under
                           the Act (and, if such shares were purchased from the
                           Company by use of a promissory note, such note has
                           been fully paid with respect to such shares); or (2)
                           were obtained by the Optionee in the public market;


                                    (C) if approved by the Board, by waiver of
                           compensation due or accrued to the Optionee for
                           services rendered;


                                    (D) with respect only to purchases upon
                           exercise of an option, and provided that a public
                           market for the Company's stock exists:

                                            (1) through a "same day sale"
                           commitment from the Optionee and a broker-dealer that
                           is a member of the National Association of Securities
                           Dealers (an "NASD Dealer") whereby the Optionee
                           irrevocably elects to exercise the option and to sell
                           a portion of the shares so purchased to pay for the
                           Exercise Price, and whereby the NASD Dealer
                           irrevocably commits upon receipt of such shares to
                           forward the Exercise Price directly to the Company;
                           or

                                            (2) through a "margin" commitment
                           from the Optionee and an NASD Dealer whereby the
                           Optionee irrevocably elects to exercise the option
                           and to pledge the Shares so purchased to the NASD
                           Dealer in a margin account as security for a loan
                           from the NASD Dealer in the amount of the Exercise
                           Price, and whereby the NASD Dealer irrevocably
                           commits upon receipt of such Shares to forward the
                           Exercise Price directly to the Company; or

                                    (E) by any combination of the foregoing.
                           Except to the extent the sale and remittance
                           procedure is utilized in connection with the option
                           exercise, payment of the Exercise Price must
                           accompany the written notice delivered to the Company
                           in connection with the option exercise.

                           (iii) Furnish to the Company appropriate
                           documentation that the person or persons exercising
                           the option (if other than Optionee) have the right to
                           exercise this option.

                           (iv) Execute and deliver to the Company such written
                           representations as may be requested by the Company in
                           order for it to comply with the applicable
                           requirements of federal and state securities laws.


                                       3
<PAGE>

                           (v) Make appropriate arrangements with the Company
                           for the satisfaction of all federal, state and local
                           income and employment tax withholding requirements
                           applicable to the option exercise.

                  (b) As soon as practical after the Exercise Date, the Company
shall issue to or on behalf of the Optionee (or any other person or persons
exercising this option) a certificate for the purchased Option Shares, with the
appropriate legends affixed thereto.

                  (c) In no event may this option be exercised for any
fractional shares.

         10. COMPLIANCE WITH LAWS AND REGULATIONS.

                  (a) The exercise of this option and the issuance of the Option
Shares upon such exercise shall be subject to compliance by the Company and
Optionee with all applicable requirements of law relating thereto and with all
applicable regulations of any stock exchange (or the Nasdaq Stock Market or the
OTC Bulletin Board, if applicable) on which the Common Stock may be listed for
trading at the time of such exercise and issuance.

                  (b) The inability of the Company to obtain approval from any
regulatory body having authority deemed by the Company to be necessary to the
lawful issuance and sale of any Common Stock pursuant to this option shall
relieve the Company of any liability with respect to the non-issuance or sale of
the Common Stock as to which such approval shall not have been obtained. The
Company, however, shall use its best efforts to obtain all such approvals.

         11. SUCCESSORS AND ASSIGNS. Except to the extent otherwise provided in
Paragraph 3, the provisions of this Agreement shall inure to the benefit of, and
be binding upon, the Company and its successors and assigns and the Optionee,
the Optionee's assigns and the legal representatives, heirs and legatees of the
Optionee's estate.

         12. NOTICES. Any notice required to be given or delivered to the
Company under the terms of this Agreement shall be in writing and addressed to
the Company at its principal corporate offices. Any notice required to be given
or delivered to the Optionee shall be in writing and addressed to the Optionee
at the address indicated below the Optionee's signature line on the Grant
Notice. All notices shall be deemed effective upon personal delivery or upon
deposit in the U.S. mail, postage prepaid and properly addressed to the party to
be notified.

         13. GOVERNING LAW. The interpretation, performance and enforcement of
this Agreement shall be governed by the laws of the State of California without
resort to that State's conflict-of-laws rules.




                                       4
<PAGE>


         IN WITNESS WHEREOF, the parties have executed this Agreement on this
15th day of December, 2008.

                                     AETHLON MEDICAL, INC., a Nevada corporation



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

                                     OPTIONEE


                                     /s/ Franklyn S. Barry
                                     -------------------------------------------
                                     Franklyn S. Barry





                                       5
<PAGE>


                                   APPENDIX A

                The following definitions shall be in effect under the
Agreement:

         1. AGREEMENT shall mean this Stock Option Agreement.

         2. CODE shall mean the Internal Revenue Code of 1986, as amended.

         3. COMMON STOCK shall mean the Company's common stock.

         4. EXERCISE DATE shall mean the date on which the option shall have
been exercised in accordance with Paragraph 9 of the Agreement.

         5. EXERCISE PRICE shall mean the exercise price payable per Option
Share as specified in the Grant Notice.

         6. EXPIRATION DATE shall mean the date on which the option expires as
specified in the Grant Notice.

         7. FAIR MARKET VALUE. Fair Market Value of a share of Common Stock as
of a particular date (the "DETERMINATION DATE") shall mean:

             (a) If the Company's Common Stock is traded on an exchange or is
quoted on the National Association of Securities Dealers, Inc. Automated
Quotation ("NASDAQ") National Market or the NASDAQ SmallCap Market, then the
closing or last sale price, respectively, reported for the last business day
immediately preceding the Determination Date.

             (b) If the Company's Common Stock is not traded on an exchange or
on the NASDAQ National Market or the NASDAQ SmallCap Market but is traded on the
NASD OTC Bulletin Board, then the mean of the average of the closing bid and
asked prices reported for the last business day immediately preceding the
Determination Date.

             (c) Except as provided in clause (d) below, if the Company's Common
Stock is not publicly traded, then as the Optionee and the Company agree or in
the absence of agreement by arbitration in accordance with the rules then in
effect of the American Arbitration Association, before a single arbitrator to be
chosen from a panel of persons qualified by education and training to pass on
the matter to be decided.

             (d) If the Determination Date is the date of a liquidation,
dissolution or winding up, or any event deemed to be a liquidation, dissolution
or winding up pursuant to the Company's charter, then all amounts to be payable
per share to holders of the Common Stock pursuant to the charter in the event of
such liquidation, dissolution or winding up, plus all other amounts to be
payable per share in respect of the Common Stock in liquidation under the
charter, assuming for the purposes of this clause (d) that all of the shares of
Common Stock then issuable upon exercise of the option are outstanding at the
Determination Date.

                                       6
<PAGE>

         8. GRANT DATE shall mean the date of grant of the option as specified
in the Grant Notice.

         9. GRANT NOTICE shall mean the Notice of Grant of Stock Option
accompanying the Agreement, pursuant to which Optionee has been informed of the
basic terms of the option evidenced hereby.

         10. NON-STATUTORY STOCK OPTION shall mean an option not intended to
satisfy the requirements of Code Section 422.

         11. OPTION SHARES shall mean the number of shares of Common Stock
subject to the option.

         12. OPTIONEE shall mean the person to whom the option is granted as
specified in the Grant Notice.

         13. VESTING SCHEDULE shall mean the vesting schedule specified in the
Grant Notice pursuant to which the Option Shares shall become exercisable.


                                       7
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>aethlon_8k-ex1003.txt
<DESCRIPTION>STOCK OPTION AGR - BROENNIMAN
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.3

                              AETHLON MEDICAL, INC.
                         NOTICE OF GRANT OF STOCK OPTION
                         -------------------------------



                Notice is hereby given of the following option grant (the
"Option") to purchase shares of the Common Stock of Aethlon Medical, Inc., a
Nevada corporation (the "Company"):


       Optionee:                    Edward G. Broenniman
       ---------


       Grant Date:                  December 15, 2008
       -----------


       Exercise Price:              $0.41 per share


       Number of Option Shares:     500,000
       -----------------------


       Expiration Date:             June 4, 2018
       ---------------

       Type of Option:              Non-Statutory Stock Option


       Vesting Schedule:            333,333 shall vest on December 15, 2008,
       -----------------            166,667 shall vest on June 4, 2009

         Optionee agrees to be bound by the terms of the Stock Option Agreement
attached hereto as Exhibit A.

         NO EMPLOYMENT OR SERVICE CONTRACT. Nothing in this Notice or in the
attached Stock Option Agreement shall confer upon Optionee any right to continue
in service in any capacity, including as an employee, for any period of specific
duration or interfere with or otherwise restrict in any way the rights of the
Company (or any Parent or Subsidiary employing or retaining Optionee) or of
Optionee, which rights are hereby expressly reserved by each, to terminate
Optionee's service and/or employment at any time for any reason, with or without
cause.


                                       1
<PAGE>

         DEFINITIONS. All capitalized terms in this Notice shall have the
meaning assigned to them in this Notice or in the attached Stock Option
Agreement.

Dated:  December 15, 2008               AETHLON MEDICAL, INC.



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

                                             OPTIONEE


                                        /s/ Edward G. Broenniman
                                        ----------------------------------------
                                        Name: Edward G. Broenniman
                                        Address:


ATTACHMENTS
- -----------
EXHIBIT A - STOCK OPTION AGREEMENT



                                       2
<PAGE>


                                    EXHIBIT A
                             STOCK OPTION AGREEMENT
                             ----------------------



<PAGE>

                              AETHLON MEDICAL, INC.
                             STOCK OPTION AGREEMENT
                             ----------------------

                                    RECITALS
                                    --------

         The Board of Directors (the "Board") of Aethlon Medical, Inc. (the
"Company"), in a telephonic Board Meeting held June 4, 2008, has deemed it fair
and in the best interest of the Company and its stockholders that the Company
issue to Edward G. Broenniman an aggregate of 500,000 options to acquire
restricted common stock.

         All capitalized terms in this Agreement not defined herein shall have
the meaning assigned to them in the attached Appendix.

                                    AGREEMENT
                                    ---------

         NOW, THEREFORE, it is hereby agreed as follows:

         1. GRANT OF OPTION. The Company hereby grants to the Optionee, as of
the Grant Date, an option to purchase up to the number of Option Shares
specified in the Grant Notice. The Option Shares shall be purchasable from time
to time during the option term specified in Paragraph 2 at the Exercise Price.

         2. OPTION TERM. This option shall expire at the close of business on
the Expiration Date, unless sooner terminated in accordance with Paragraph 5.

         3. LIMITED TRANSFERABILITY. During Optionee's lifetime, this option
shall be exercisable only by Optionee and shall not be assignable or
transferable other than by will or by the laws of descent and distribution
following Optionee's death.

         4. DATES OF EXERCISE. This option shall become exercisable for the
Option Shares as specified in the Vesting Schedule.

         5. CESSATION OF SERVICE. The option term specified in Paragraph 2 shall
terminate (and this option shall cease to be outstanding) prior to the
Expiration Date should any of the following events occur:

                  (a) If the Optionee's service is terminated for any reason
other than death or disability, then the Optionee may exercise this option, only
to the extent that the option would have been exercisable upon the date of such
termination (the "Termination Date"), no later than twelve (12) months after the
Termination Date.

                  (b) If the Optionee's service is terminated because of the
Optionee's death or disability (or the Optionee dies within twelve (12) months
after a termination other than for cause or because of the Optionee's
disability), then this option may be exercised only to the extent that it would
have been exercisable by the Optionee on the Termination Date and must be
exercised by the Optionee (or the Optionee's legal representative) no later than
twelve (12) months after the Termination Date.



                                       1
<PAGE>

                  (c) Notwithstanding the provisions above, if the Optionee's
service is terminated for cause, neither the Optionee, the Optionee's estate nor
such other person who may then hold this option shall be entitled to exercise it
with respect to any Option Shares whatsoever.

         6. ADJUSTMENT IN OPTION SHARES. Should any change be made to the Common
Stock by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Company's receipt of
consideration, appropriate adjustments shall be made to (i) the total number
and/or class of securities subject to this option and (ii) the Exercise Price in
order to reflect such change and thereby preclude a dilution or enlargement of
benefits hereunder.

         7. SHAREHOLDER RIGHTS. The holder of this option shall not have any
shareholder rights with respect to the Option Shares until such person shall
have exercised the option, paid the Exercise Price and become a holder of record
of the purchased shares.

         8. REGISTRATION RIGHTS. If the Company at any time proposes to register
any of its securities under the Securities Act of 1933, as amended (the "Act"),
for sale to the public, whether for its own account or for the account of other
security holders or both, provided the Registrable Securities are not otherwise
subject to an effective registration statement, the Company will cause such
Registrable Securities to be included with the securities to be covered by the
registration statement proposed to be filed by the Company. In the event that
any registration pursuant to this Paragraph 8 shall be, in whole or in part, an
underwritten public offering of Common Stock of the Company, the number of
shares of Registrable Securities to be included in such an underwriting may be
reduced by the managing underwriter if and to the extent that the Company and
the underwriter shall reasonably be of the opinion that such inclusion would
adversely affect the marketing of the securities to be sold by the Company
therein; provided, however, that the Company shall notify the Optionee in
writing of any such reduction. "Registrable Securities" means the number of
shares of the Company's Common Stock set forth on the first page of the Notice
of Grant of Stock Option.

         9. MANNER OF EXERCISING OPTION.

                  (a) In order to exercise this option with respect to all or
any part of the Option Shares for which this option is at the time exercisable,
the Optionee (or any other person or persons exercising the option) must take
the following actions:

                           (i) Execute and deliver to the Company a written
                  notice setting forth the number of Option Shares for which the
                  option is exercised.

                           (ii) Pay the aggregate Exercise Price for the
                  purchased shares in cash or in one or more of the following
                  forms:


                                       2
<PAGE>

                                    (A) by cancellation of indebtedness of the
                           Company to the Optionee;

                                    (B) if approved by the Board, by surrender
                           of shares that either: (1) have been owned by the
                           Optionee for more than one year and have been paid
                           for within the meaning of Rule 144 promulgated under
                           the Act (and, if such shares were purchased from the
                           Company by use of a promissory note, such note has
                           been fully paid with respect to such shares); or (2)
                           were obtained by the Optionee in the public market;


                                    (C) if approved by the Board, by waiver of
                           compensation due or accrued to the Optionee for
                           services rendered;


                                    (D) with respect only to purchases upon
                           exercise of an option, and provided that a public
                           market for the Company's stock exists:

                                            (1) through a "same day sale"
                           commitment from the Optionee and a broker-dealer that
                           is a member of the National Association of Securities
                           Dealers (an "NASD Dealer") whereby the Optionee
                           irrevocably elects to exercise the option and to sell
                           a portion of the shares so purchased to pay for the
                           Exercise Price, and whereby the NASD Dealer
                           irrevocably commits upon receipt of such shares to
                           forward the Exercise Price directly to the Company;
                           or

                                            (2) through a "margin" commitment
                           from the Optionee and an NASD Dealer whereby the
                           Optionee irrevocably elects to exercise the option
                           and to pledge the Shares so purchased to the NASD
                           Dealer in a margin account as security for a loan
                           from the NASD Dealer in the amount of the Exercise
                           Price, and whereby the NASD Dealer irrevocably
                           commits upon receipt of such Shares to forward the
                           Exercise Price directly to the Company; or

                                    (E) by any combination of the foregoing.
                           Except to the extent the sale and remittance
                           procedure is utilized in connection with the option
                           exercise, payment of the Exercise Price must
                           accompany the written notice delivered to the Company
                           in connection with the option exercise.

                           (iii) Furnish to the Company appropriate
                           documentation that the person or persons exercising
                           the option (if other than Optionee) have the right to
                           exercise this option.

                           (iv) Execute and deliver to the Company such written
                           representations as may be requested by the Company in
                           order for it to comply with the applicable
                           requirements of federal and state securities laws.


                                       3
<PAGE>

                           (v) Make appropriate arrangements with the Company
                           for the satisfaction of all federal, state and local
                           income and employment tax withholding requirements
                           applicable to the option exercise.

                  (b) As soon as practical after the Exercise Date, the Company
shall issue to or on behalf of the Optionee (or any other person or persons
exercising this option) a certificate for the purchased Option Shares, with the
appropriate legends affixed thereto.

                  (c) In no event may this option be exercised for any
fractional shares.

         10. COMPLIANCE WITH LAWS AND REGULATIONS.

                  (a) The exercise of this option and the issuance of the Option
Shares upon such exercise shall be subject to compliance by the Company and
Optionee with all applicable requirements of law relating thereto and with all
applicable regulations of any stock exchange (or the Nasdaq Stock Market or the
OTC Bulletin Board, if applicable) on which the Common Stock may be listed for
trading at the time of such exercise and issuance.

                  (b) The inability of the Company to obtain approval from any
regulatory body having authority deemed by the Company to be necessary to the
lawful issuance and sale of any Common Stock pursuant to this option shall
relieve the Company of any liability with respect to the non-issuance or sale of
the Common Stock as to which such approval shall not have been obtained. The
Company, however, shall use its best efforts to obtain all such approvals.

         11. SUCCESSORS AND ASSIGNS. Except to the extent otherwise provided in
Paragraph 3, the provisions of this Agreement shall inure to the benefit of, and
be binding upon, the Company and its successors and assigns and the Optionee,
the Optionee's assigns and the legal representatives, heirs and legatees of the
Optionee's estate.

         12. NOTICES. Any notice required to be given or delivered to the
Company under the terms of this Agreement shall be in writing and addressed to
the Company at its principal corporate offices. Any notice required to be given
or delivered to the Optionee shall be in writing and addressed to the Optionee
at the address indicated below the Optionee's signature line on the Grant
Notice. All notices shall be deemed effective upon personal delivery or upon
deposit in the U.S. mail, postage prepaid and properly addressed to the party to
be notified.

         13. GOVERNING LAW. The interpretation, performance and enforcement of
this Agreement shall be governed by the laws of the State of California without
resort to that State's conflict-of-laws rules.




                                       4
<PAGE>


         IN WITNESS WHEREOF, the parties have executed this Agreement on this
15th day of December, 2008.

                                     AETHLON MEDICAL, INC., a Nevada corporation



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

                                     OPTIONEE


                                     /s/ Edward G. Broenniman
                                     -------------------------------------------
                                     Edward G. Broenniman





                                       5
<PAGE>


                                   APPENDIX A

                The following definitions shall be in effect under the
Agreement:

         1. AGREEMENT shall mean this Stock Option Agreement.

         2. CODE shall mean the Internal Revenue Code of 1986, as amended.

         3. COMMON STOCK shall mean the Company's common stock.

         4. EXERCISE DATE shall mean the date on which the option shall have
been exercised in accordance with Paragraph 9 of the Agreement.

         5. EXERCISE PRICE shall mean the exercise price payable per Option
Share as specified in the Grant Notice.

         6. EXPIRATION DATE shall mean the date on which the option expires as
specified in the Grant Notice.

         7. FAIR MARKET VALUE. Fair Market Value of a share of Common Stock as
of a particular date (the "DETERMINATION DATE") shall mean:

             (a) If the Company's Common Stock is traded on an exchange or is
quoted on the National Association of Securities Dealers, Inc. Automated
Quotation ("NASDAQ") National Market or the NASDAQ SmallCap Market, then the
closing or last sale price, respectively, reported for the last business day
immediately preceding the Determination Date.

             (b) If the Company's Common Stock is not traded on an exchange or
on the NASDAQ National Market or the NASDAQ SmallCap Market but is traded on the
NASD OTC Bulletin Board, then the mean of the average of the closing bid and
asked prices reported for the last business day immediately preceding the
Determination Date.

             (c) Except as provided in clause (d) below, if the Company's Common
Stock is not publicly traded, then as the Optionee and the Company agree or in
the absence of agreement by arbitration in accordance with the rules then in
effect of the American Arbitration Association, before a single arbitrator to be
chosen from a panel of persons qualified by education and training to pass on
the matter to be decided.

             (d) If the Determination Date is the date of a liquidation,
dissolution or winding up, or any event deemed to be a liquidation, dissolution
or winding up pursuant to the Company's charter, then all amounts to be payable
per share to holders of the Common Stock pursuant to the charter in the event of
such liquidation, dissolution or winding up, plus all other amounts to be
payable per share in respect of the Common Stock in liquidation under the
charter, assuming for the purposes of this clause (d) that all of the shares of
Common Stock then issuable upon exercise of the option are outstanding at the
Determination Date.

                                       6
<PAGE>

         8. GRANT DATE shall mean the date of grant of the option as specified
in the Grant Notice.

         9. GRANT NOTICE shall mean the Notice of Grant of Stock Option
accompanying the Agreement, pursuant to which Optionee has been informed of the
basic terms of the option evidenced hereby.

         10. NON-STATUTORY STOCK OPTION shall mean an option not intended to
satisfy the requirements of Code Section 422.

         11. OPTION SHARES shall mean the number of shares of Common Stock
subject to the option.

         12. OPTIONEE shall mean the person to whom the option is granted as
specified in the Grant Notice.

         13. VESTING SCHEDULE shall mean the vesting schedule specified in the
Grant Notice pursuant to which the Option Shares shall become exercisable.


                                       7
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>aethlon_8k-ex1004.txt
<DESCRIPTION>STOCK OPTION AGR - TULLIS
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.4

                              AETHLON MEDICAL, INC.
                         NOTICE OF GRANT OF STOCK OPTION
                         -------------------------------



                Notice is hereby given of the following option grant (the
"Option") to purchase shares of the Common Stock of Aethlon Medical, Inc., a
Nevada corporation (the "Company"):


       Optionee:                    Richard H. Tullis
       ---------


       Grant Date:                  December 15, 2008
       -----------


       Exercise Price:              $0.41 per share


       Number of Option Shares:     750,000
       -----------------------


       Expiration Date:             June 4, 2018
       ---------------

       Type of Option:              Non-Statutory Stock Option


       Vesting Schedule:            250,000 shall vest on June 4, 2009,
       -----------------            250,000 shall vest on June 4, 2010 and
                                    250,000 shall vest on June 4, 2011

         Optionee agrees to be bound by the terms of the Stock Option Agreement
attached hereto as Exhibit A.

         NO EMPLOYMENT OR SERVICE CONTRACT. Nothing in this Notice or in the
attached Stock Option Agreement shall confer upon Optionee any right to continue
in service in any capacity, including as an employee, for any period of specific
duration or interfere with or otherwise restrict in any way the rights of the
Company (or any Parent or Subsidiary employing or retaining Optionee) or of
Optionee, which rights are hereby expressly reserved by each, to terminate
Optionee's service and/or employment at any time for any reason, with or without
cause.


                                       1
<PAGE>

         DEFINITIONS. All capitalized terms in this Notice shall have the
meaning assigned to them in this Notice or in the attached Stock Option
Agreement.

Dated:  December 15, 2008               AETHLON MEDICAL, INC.



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

                                             OPTIONEE


                                        /s/ Richard H. Tullis
                                        ----------------------------------------
                                        Name: Richard H. Tullis
                                        Address:


ATTACHMENTS
- -----------
EXHIBIT A - STOCK OPTION AGREEMENT



                                       2
<PAGE>


                                    EXHIBIT A
                             STOCK OPTION AGREEMENT
                             ----------------------



<PAGE>

                              AETHLON MEDICAL, INC.
                             STOCK OPTION AGREEMENT
                             ----------------------

                                    RECITALS
                                    --------

         The Board of Directors (the "Board") of Aethlon Medical, Inc. (the
"Company"), in a telephonic Board Meeting held June 4, 2008, has deemed it fair
and in the best interest of the Company and its stockholders that the Company
issue to Richard H. Tullis an aggregate of 750,000 options to acquire restricted
common stock.

         All capitalized terms in this Agreement not defined herein shall have
the meaning assigned to them in the attached Appendix.

                                    AGREEMENT
                                    ---------

         NOW, THEREFORE, it is hereby agreed as follows:

         1. GRANT OF OPTION. The Company hereby grants to the Optionee, as of
the Grant Date, an option to purchase up to the number of Option Shares
specified in the Grant Notice. The Option Shares shall be purchasable from time
to time during the option term specified in Paragraph 2 at the Exercise Price.

         2. OPTION TERM. This option shall expire at the close of business on
the Expiration Date, unless sooner terminated in accordance with Paragraph 5.

         3. LIMITED TRANSFERABILITY. During Optionee's lifetime, this option
shall be exercisable only by Optionee and shall not be assignable or
transferable other than by will or by the laws of descent and distribution
following Optionee's death.

         4. DATES OF EXERCISE. This option shall become exercisable for the
Option Shares as specified in the Vesting Schedule.

         5. CESSATION OF SERVICE. The option term specified in Paragraph 2 shall
terminate (and this option shall cease to be outstanding) prior to the
Expiration Date should any of the following events occur:

                  (a) If the Optionee's service is terminated for any reason
other than death or disability, then the Optionee may exercise this option, only
to the extent that the option would have been exercisable upon the date of such
termination (the "Termination Date"), no later than twelve (12) months after the
Termination Date.

                  (b) If the Optionee's service is terminated because of the
Optionee's death or disability (or the Optionee dies within twelve (12) months
after a termination other than for cause or because of the Optionee's
disability), then this option may be exercised only to the extent that it would
have been exercisable by the Optionee on the Termination Date and must be
exercised by the Optionee (or the Optionee's legal representative) no later than
twelve (12) months after the Termination Date.



                                       1
<PAGE>

                  (c) Notwithstanding the provisions above, if the Optionee's
service is terminated for cause, neither the Optionee, the Optionee's estate nor
such other person who may then hold this option shall be entitled to exercise it
with respect to any Option Shares whatsoever.

         6. ADJUSTMENT IN OPTION SHARES. Should any change be made to the Common
Stock by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Company's receipt of
consideration, appropriate adjustments shall be made to (i) the total number
and/or class of securities subject to this option and (ii) the Exercise Price in
order to reflect such change and thereby preclude a dilution or enlargement of
benefits hereunder.

         7. SHAREHOLDER RIGHTS. The holder of this option shall not have any
shareholder rights with respect to the Option Shares until such person shall
have exercised the option, paid the Exercise Price and become a holder of record
of the purchased shares.

         8. REGISTRATION RIGHTS. If the Company at any time proposes to register
any of its securities under the Securities Act of 1933, as amended (the "Act"),
for sale to the public, whether for its own account or for the account of other
security holders or both, provided the Registrable Securities are not otherwise
subject to an effective registration statement, the Company will cause such
Registrable Securities to be included with the securities to be covered by the
registration statement proposed to be filed by the Company. In the event that
any registration pursuant to this Paragraph 8 shall be, in whole or in part, an
underwritten public offering of Common Stock of the Company, the number of
shares of Registrable Securities to be included in such an underwriting may be
reduced by the managing underwriter if and to the extent that the Company and
the underwriter shall reasonably be of the opinion that such inclusion would
adversely affect the marketing of the securities to be sold by the Company
therein; provided, however, that the Company shall notify the Optionee in
writing of any such reduction. "Registrable Securities" means the number of
shares of the Company's Common Stock set forth on the first page of the Notice
of Grant of Stock Option.

         9. MANNER OF EXERCISING OPTION.

                  (a) In order to exercise this option with respect to all or
any part of the Option Shares for which this option is at the time exercisable,
the Optionee (or any other person or persons exercising the option) must take
the following actions:

                           (i) Execute and deliver to the Company a written
                  notice setting forth the number of Option Shares for which the
                  option is exercised.

                           (ii) Pay the aggregate Exercise Price for the
                  purchased shares in cash or in one or more of the following
                  forms:


                                       2
<PAGE>

                                    (A) by cancellation of indebtedness of the
                           Company to the Optionee;

                                    (B) if approved by the Board, by surrender
                           of shares that either: (1) have been owned by the
                           Optionee for more than one year and have been paid
                           for within the meaning of Rule 144 promulgated under
                           the Act (and, if such shares were purchased from the
                           Company by use of a promissory note, such note has
                           been fully paid with respect to such shares); or (2)
                           were obtained by the Optionee in the public market;


                                    (C) if approved by the Board, by waiver of
                           compensation due or accrued to the Optionee for
                           services rendered;


                                    (D) with respect only to purchases upon
                           exercise of an option, and provided that a public
                           market for the Company's stock exists:

                                            (1) through a "same day sale"
                           commitment from the Optionee and a broker-dealer that
                           is a member of the National Association of Securities
                           Dealers (an "NASD Dealer") whereby the Optionee
                           irrevocably elects to exercise the option and to sell
                           a portion of the shares so purchased to pay for the
                           Exercise Price, and whereby the NASD Dealer
                           irrevocably commits upon receipt of such shares to
                           forward the Exercise Price directly to the Company;
                           or

                                            (2) through a "margin" commitment
                           from the Optionee and an NASD Dealer whereby the
                           Optionee irrevocably elects to exercise the option
                           and to pledge the Shares so purchased to the NASD
                           Dealer in a margin account as security for a loan
                           from the NASD Dealer in the amount of the Exercise
                           Price, and whereby the NASD Dealer irrevocably
                           commits upon receipt of such Shares to forward the
                           Exercise Price directly to the Company; or

                                    (E) by any combination of the foregoing.
                           Except to the extent the sale and remittance
                           procedure is utilized in connection with the option
                           exercise, payment of the Exercise Price must
                           accompany the written notice delivered to the Company
                           in connection with the option exercise.

                           (iii) Furnish to the Company appropriate
                           documentation that the person or persons exercising
                           the option (if other than Optionee) have the right to
                           exercise this option.

                           (iv) Execute and deliver to the Company such written
                           representations as may be requested by the Company in
                           order for it to comply with the applicable
                           requirements of federal and state securities laws.


                                       3
<PAGE>

                           (v) Make appropriate arrangements with the Company
                           for the satisfaction of all federal, state and local
                           income and employment tax withholding requirements
                           applicable to the option exercise.

                  (b) As soon as practical after the Exercise Date, the Company
shall issue to or on behalf of the Optionee (or any other person or persons
exercising this option) a certificate for the purchased Option Shares, with the
appropriate legends affixed thereto.

                  (c) In no event may this option be exercised for any
fractional shares.

         10. COMPLIANCE WITH LAWS AND REGULATIONS.

                  (a) The exercise of this option and the issuance of the Option
Shares upon such exercise shall be subject to compliance by the Company and
Optionee with all applicable requirements of law relating thereto and with all
applicable regulations of any stock exchange (or the Nasdaq Stock Market or the
OTC Bulletin Board, if applicable) on which the Common Stock may be listed for
trading at the time of such exercise and issuance.

                  (b) The inability of the Company to obtain approval from any
regulatory body having authority deemed by the Company to be necessary to the
lawful issuance and sale of any Common Stock pursuant to this option shall
relieve the Company of any liability with respect to the non-issuance or sale of
the Common Stock as to which such approval shall not have been obtained. The
Company, however, shall use its best efforts to obtain all such approvals.

         11. SUCCESSORS AND ASSIGNS. Except to the extent otherwise provided in
Paragraph 3, the provisions of this Agreement shall inure to the benefit of, and
be binding upon, the Company and its successors and assigns and the Optionee,
the Optionee's assigns and the legal representatives, heirs and legatees of the
Optionee's estate.

         12. NOTICES. Any notice required to be given or delivered to the
Company under the terms of this Agreement shall be in writing and addressed to
the Company at its principal corporate offices. Any notice required to be given
or delivered to the Optionee shall be in writing and addressed to the Optionee
at the address indicated below the Optionee's signature line on the Grant
Notice. All notices shall be deemed effective upon personal delivery or upon
deposit in the U.S. mail, postage prepaid and properly addressed to the party to
be notified.

         13. GOVERNING LAW. The interpretation, performance and enforcement of
this Agreement shall be governed by the laws of the State of California without
resort to that State's conflict-of-laws rules.




                                       4
<PAGE>


         IN WITNESS WHEREOF, the parties have executed this Agreement on this
15th day of December, 2008.

                                     AETHLON MEDICAL, INC., a Nevada corporation



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

                                     OPTIONEE


                                     /s/ Richard H. Tullis
                                     -------------------------------------------
                                     Richard H. Tullis





                                       5
<PAGE>


                                   APPENDIX A

                The following definitions shall be in effect under the
Agreement:

         1. AGREEMENT shall mean this Stock Option Agreement.

         2. CODE shall mean the Internal Revenue Code of 1986, as amended.

         3. COMMON STOCK shall mean the Company's common stock.

         4. EXERCISE DATE shall mean the date on which the option shall have
been exercised in accordance with Paragraph 9 of the Agreement.

         5. EXERCISE PRICE shall mean the exercise price payable per Option
Share as specified in the Grant Notice.

         6. EXPIRATION DATE shall mean the date on which the option expires as
specified in the Grant Notice.

         7. FAIR MARKET VALUE. Fair Market Value of a share of Common Stock as
of a particular date (the "DETERMINATION DATE") shall mean:

             (a) If the Company's Common Stock is traded on an exchange or is
quoted on the National Association of Securities Dealers, Inc. Automated
Quotation ("NASDAQ") National Market or the NASDAQ SmallCap Market, then the
closing or last sale price, respectively, reported for the last business day
immediately preceding the Determination Date.

             (b) If the Company's Common Stock is not traded on an exchange or
on the NASDAQ National Market or the NASDAQ SmallCap Market but is traded on the
NASD OTC Bulletin Board, then the mean of the average of the closing bid and
asked prices reported for the last business day immediately preceding the
Determination Date.

             (c) Except as provided in clause (d) below, if the Company's Common
Stock is not publicly traded, then as the Optionee and the Company agree or in
the absence of agreement by arbitration in accordance with the rules then in
effect of the American Arbitration Association, before a single arbitrator to be
chosen from a panel of persons qualified by education and training to pass on
the matter to be decided.

             (d) If the Determination Date is the date of a liquidation,
dissolution or winding up, or any event deemed to be a liquidation, dissolution
or winding up pursuant to the Company's charter, then all amounts to be payable
per share to holders of the Common Stock pursuant to the charter in the event of
such liquidation, dissolution or winding up, plus all other amounts to be
payable per share in respect of the Common Stock in liquidation under the
charter, assuming for the purposes of this clause (d) that all of the shares of
Common Stock then issuable upon exercise of the option are outstanding at the
Determination Date.

                                       6
<PAGE>

         8. GRANT DATE shall mean the date of grant of the option as specified
in the Grant Notice.

         9. GRANT NOTICE shall mean the Notice of Grant of Stock Option
accompanying the Agreement, pursuant to which Optionee has been informed of the
basic terms of the option evidenced hereby.

         10. NON-STATUTORY STOCK OPTION shall mean an option not intended to
satisfy the requirements of Code Section 422.

         11. OPTION SHARES shall mean the number of shares of Common Stock
subject to the option.

         12. OPTIONEE shall mean the person to whom the option is granted as
specified in the Grant Notice.

         13. VESTING SCHEDULE shall mean the vesting schedule specified in the
Grant Notice pursuant to which the Option Shares shall become exercisable.


                                       7
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
