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<SEC-DOCUMENT>0001019687-09-002466.txt : 20090710
<SEC-HEADER>0001019687-09-002466.hdr.sgml : 20090710
<ACCEPTANCE-DATETIME>20090710172002
ACCESSION NUMBER:		0001019687-09-002466
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20090710
DATE AS OF CHANGE:		20090710
EFFECTIVENESS DATE:		20090710

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:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-160532
		FILM NUMBER:		09940747

	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>S-8
<SEQUENCE>1
<FILENAME>aethlon_s8-070709.txt
<DESCRIPTION>FORM S-8 REGISTRATION STATEMENT
<TEXT>
<page>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

================================================================================

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


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

           Nevada                                                13-3632859
           ------                                                ----------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

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


                 AMENDED AND RESTATED 2003 CONSULTANT STOCK PLAN
                 -----------------------------------------------
                            (Full title of the plan)

                                 James A. Joyce
                       3030 Bunker Hill Street, Suite 4000
                           San Diego, California 92109

                     (Name and address of agent for service)

                                 (858) 458-7800
          (Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

   Large accelerated filer [  ]                Accelerated filer [ ]
   Non-accelerated filer   [  ]                Smaller reporting company [ X ]
   (Do not check if a smaller reporting company)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<S>     <C>
- ------------------------------ -------------------- ---------------------------- ---------------------------- ----------------------
  TITLE OF SECURITIES TO BE       AMOUNT TO BE       PROPOSED MAXIMUM OFFERING   PROPOSED MAXIMUM AGGREGATE         AMOUNT OF
         REGISTERED               REGISTERED(1)          PRICE PER SHARE(2)           OFFERING PRICE(2)          REGISTRATION FEE(2)
- ------------------------------ -------------------- ---------------------------- --------------------------- ----------------------
Common Stock                         1,000,000                 $0.29                      $290,000                         $16.19
- ------------------------------ -------------------- ---------------------------- ---------------------------- ----------------------
</TABLE>

(1) Pursuant to Rule 416 of the Securities Act, this registration statement
shall also cover any additional shares of common stock that shall become
issuable by reason of any stock dividend, stock split, recapitalization, or
other similar transaction by the Registrant.


(2) Estimated pursuant to Rule 457(h) solely for purposes of calculating amount
of registration fee, based upon the average of the high and low prices reported
on July 9, 2009, as reported on the OTC Electronic Bulletin Board.





<page>

                        GENERAL INSTRUCTION E INFORMATION

This Registration Statement is being filed for the purpose of increasing the
number of securities of the same class as other securities for which a
Registration Statement of the Registrant on Form S-8 relating to the same
employee benefit plan is currently effective.

On March 29, 2004, Aethlon Medical, Inc., a Nevada corporation, filed a
Registration Statement (333-114017) in accordance with the requirements of Form
S-8 under the Securities Act of 1933, as amended, to register 1,000,000 shares
of its common stock which had been authorized and reserved for issuance under
the 2003 Consultant Stock Plan. An additional 2,000,000 shares of common stock
were registered pursuant to a Registration Statement on Form S-8 (333-127911)
filed with the Securities and Exchange Commission (the "Commission") on August
29, 2005. The contents of these Registration Statements are hereby incorporated
by reference into this Registration Statement. A prior Registration Statement
filed on August 9, 2007 (333-145290) was filed to register an additional
2,000,000 shares of common stock under the Amended and Restated 2003 Consultant
Stock Plan.

This Registration Statement will register an additional 1,000,000 shares of
common stock under the Amended and Restated 2003 Consultant Stock Plan. The
Board of Directors of the Registrant has approved the increase in the number of
shares available for grant under the Plan.


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      Information required in Part I of Form S-8 to be contained in a prospectus
meeting the requirements of Section 10(a) of the Securities Act is not required
to be filed with the Securities and Exchange Commission (the "Commission") and
is omitted from this Registration Statement in accordance with the explanatory
note to Part I of Form S-8 and Rule 428(b)(1) under the Securities Act.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents are hereby incorporated by reference
into this Registration Statement:

                  (a) The Annual Report for the fiscal year ended March 31,
2009, filed by the Registrant with the Securities and Exchange Commission (the
"Commission") on Form 10-K on July 2, 2009, which contains audited consolidated
financial statements for the most recent fiscal year for which such statements
have been filed.

                  (b) The description of the Registrant's common stock, which is
included in the Registration Statement on Form SB-2, filed with the Commission
on December 18, 2000.

                  (c) In addition, all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents.


                                        2



<page>


         Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such earlier statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES

         Not applicable. The class of securities to be offered is registered
under Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

        None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Registrant's Articles of Incorporation permit it to limit the
liability of its directors to the fullest extent permitted under Section 78.037
of the Nevada General Corporation Law. As permitted by Section 78.037 of the
Nevada General Corporation Law, the Registrant's Bylaws and Articles of
Incorporation also include provisions that eliminate the personal liability of
each of its officers and directors for any obligations arising out of any acts
or conduct of such officer or director performed for or on behalf of the
Registrant. To the fullest extent allowed by Section 78.751 of the Nevada
General Corporation Law, the Registrant will defend, indemnify and hold harmless
its directors or officers from and against any and all claims, judgments and
liabilities to which each director or officer becomes subject to in connection
with the performance of his or her duties and will reimburse each such director
or officer for all legal and other expenses reasonably incurred in connection
with any such claim of liability. However, the Registrant will not indemnify any
officer or director against, or reimburse for, any expense incurred in
connection with any claim or liability arising out of the officer's or
director's own negligence or misconduct in the performance of duty.

         The provisions of the Registrant's Bylaws and Articles of Incorporation
regarding indemnification are not exclusive of any other right we have to
indemnify or reimburse our officers or directors in any proper case, even if not
specifically provided for in the Articles of Incorporation or Bylaws.

         The Registrant believes that the indemnity provisions contained in its
bylaws and the limitation of liability provisions contained in its certificate
of incorporation are necessary to attract and retain qualified persons for these
positions. No pending material litigation or proceeding involving our directors,
executive officers, employees or other agents as to which indemnification is
being sought exists, and the Registrant is not aware of any pending or
threatened material litigation that may result in claims for indemnification by
any of its directors or executive officers.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that, in the opinion of the SEC, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.





<page>


ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS.

      5.       Opinion regarding legality
      23.1     Consent of Squar, Milner, Peterson, Miranda & Williamson, LLP
      23.2     Consent of Law Office of Jennifer A. Post (included in Exhibit 5)
      99.1     Amended and Restated 2003 Consultant Stock Plan


                                        3



<page>


ITEM 9. UNDERTAKINGS

      The undersigned Registrant hereby undertakes:

      (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

         (i)      To include any prospectus required by section 10(a)(3) of the
                  Securities Act of 1933;

         (ii)     To reflect in the prospectus any facts or events arising after
                  the effective date of this Registration Statement (or the most
                  recent post-effective amendment hereof) which, individually
                  or in the aggregate, represent a fundamental change in the
                  information set forth in this Registration Statement.
                  Notwithstanding the foregoing, any increase or decrease in
                  volume of securities offered (if the total dollar value of
                  securities offered would not exceed that which was registered)
                  and any deviation from the low or high end of the estimated
                  maximum offering range may be reflected in the form of
                  prospectus filed with the Commission pursuant to Rule 424(b)
                  if, in the aggregate, the changes in volume and price
                  represent no more than a 20 percent change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective Registration
                  Statement; and

         (iii)    To include any material information with respect to the plan
                  of distribution not previously disclosed in this Registration
                  Statement or any material change to such information in this
                  Registration Statement;

         provided, however, that paragraphs (1)(i) and (1)(ii) above do not
         apply if this Registration Statement is on Form S-8, and the
         information required to be included in a post-effective amendment by
         those paragraphs is contained in periodic reports filed with or
         furnished to the Commission by the Registrant pursuant to Section 13 or
         Section 15(d) of the Securities Exchange Act of 1934 that are
         incorporated by reference in this Registration Statement.

      (2) For determining liability under the Securities Act, to treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time as the initial bona
fide offering;

      (3) To remove from registration any of the securities that remain unsold
at the end of the offering by means of a post-effective amendment; and

      (4) For determining liability of the Registrant under the Securities Act
to any purchaser in the initial distribution of the securities, in a primary
offering of securities of the Registrant pursuant to this Registration
Statement, regardless of the underwriting method used to sell the securities to
the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, to be a seller to the purchaser and to
be considered to offer or sell such securities to such purchaser: a) any
preliminary prospectus or prospectus of the Registrant relating to the offering
required to be filed pursuant to Rule 424; b) any free writing prospectus
relating to the offering prepared by or on behalf of the Registrant or used or
referred to by the Registrant; c) the portion of any other free writing
prospectus relating to the offering containing material information about the
Registrant or its securities provided by or on its behalf; and d) any other
communication that is an offer in the offering made by the Registrant to the
purchaser.

                                       4



<page>


      (5) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

      (6) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel that matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.


                                       5



<page>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in San Diego, California, on this 10th day of July, 2009.


                              AETHLON MEDICAL, INC.
                              A Nevada Corporation


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

         Pursuant to the requirements of the Securities Act of 1933, this Form
S-8 Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:


Dated:  July 10, 2009                 /s/ James A. Joyce
                                      ------------------------------------------
                                      James A. Joyce, Chairman


Dated:  July 10, 2009                 /s/ Franklyn S. Barry, Jr.
                                      ------------------------------------------
                                      Franklyn S. Barry, Jr., Director


Dated:  July 10, 2009                 /s/ Edward G. Broenniman
                                      ------------------------------------------
                                      Edward G. Broenniman, Director


Dated:  July 10, 2009                 /s/ Richard H. Tullis
                                      ------------------------------------------
                                      Richard H. Tullis, Director


                                        6






<page>

                                INDEX TO EXHIBITS

Exhibit Number    Description

     5.        Opinion regarding legality
     23.1      Consent of Squar, Milner, Peterson, Miranda & Williamson, LLP
     23.2      Consent of Law Office of Jennifer A. Post (included in Exhibit 5)
     99.1      Amended and Restated 2003 Consultant Stock Plan


                                        7






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>2
<FILENAME>aethlon_s8-ex0501.txt
<DESCRIPTION>OPINION
<TEXT>
<page>

                                                                       Exhibit 5

                         Law Office of Jennifer A. Post
                        340 North Camden Drive, Suite 302
                         Beverly Hills, California 90210


                                  July 10, 2009

Aethlon Medical, Inc.
3030 Bunker Hill Street, Suite 4000
San Diego, California 92109



      Re:   Amended and Restated 2003 Consultant Stock Plan

Ladies and Gentlemen:

      We have acted as counsel to Aethlon Medical, Inc., a Nevada corporation
(the "Company"), in connection with the preparation of the filing with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), of the Company's Registration Statement on Form S-8
relating to 1,000,000 shares of the Company's common stock (the "Shares")
which may be issued pursuant to the Amended and Restated 2003 Consultant Stock
Plan (the "Plan"). This opinion letter is being furnished to the Company in
accordance with the requirements of Item 601(b)(5) of Regulation S-K of the
Securities Act, and no opinion is expressed herein as to any matter, other than
as to the validity of the Shares.

      In connection with that registration, we have reviewed the proceedings of
the Board of Directors of the Company relating to the registration and proposed
issuance of the Shares, the Articles of Incorporation of the Company and all
amendments thereto, the Bylaws of the Company and all amendments thereto, and
such other documents and matters as we have deemed necessary to the rendering of
the following opinion.

      As to the facts on which this opinion is based, we have relied upon
certificates of public officials and certificates and written statements of
officers and representatives of the Company.

      In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as original documents, the
conformity to original documents of all documents submitted to us as copies and
the legal capacity of natural persons.

      The opinion expressed herein is limited to the General Corporation Law of
the State of Nevada, including the applicable provisions of the Nevada
Constitution and the reported judicial decisions interpreting such law, in each
case as currently in effect, and we express no opinion as to the effect of the
laws of any other jurisdiction. In addition, we have assumed that the
resolutions authorizing the Company to issue or deliver and sell the Shares
pursuant to the Plan and the applicable award agreements will be in full force
and effect at all times at which such Shares are issued or delivered or sold by
the Company, and the Company will take no action inconsistent with such
resolutions.

      In rendering the opinion below, we have assumed that each award under the
Plan will be approved by the Board of Directors of the Company or an authorized
committee of the Board of Directors.

      Based upon that review, it is our opinion that the Shares, when issued,
will be legally issued, fully paid, and nonassessable. We do not find it
necessary for the purposes of this opinion to cover, and accordingly we express
no opinion as to the application of, the securities or blue sky laws of the
various states of the United States to the issuance and sale of the Shares.

      We assume no obligation to advise you of any changes in the foregoing
subsequent to the date hereof.

      We consent to the use of this opinion in the registration statement filed
with the Securities and Exchange Commission in connection with the registration
of the Shares. In giving such consent, we do not thereby admit that we are
included in the category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the Securities and Exchange
Commission promulgated thereunder.




                                            /s/ LAW OFFICE OF JENNIFER A. POST






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>3
<FILENAME>aethlon_s8-ex2301.txt
<DESCRIPTION>CONSENT
<TEXT>
<page>

                                                                    Exhibit 23.1


          CONSENT OF SQUAR, MILNER, PETERSON, MIRANDA & WILLIAMSON, LLP
                  INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



We hereby consent to the incorporation by reference into this Form S-8
Registration Statement of Aethlon Medical, Inc. of our report dated July 01,
2009, relating to the consolidated balance sheets of Aethlon Medical, Inc. and
Subsidiaries (the "Company") as of March 31, 2009 and 2008 and the related
consolidated statements of operations, stockholders' deficit and cash flows for
each of the years in the two-year period ended March 31, 2009 and for the period
January 31, 1984 (inception) through March 31, 2009, (which included an
explanatory paragraph expressing substantial doubt as to the Company's ability
to continue as a going concern), appearing in the Company's Annual Report on
Form 10-K for the year ended March 31, 2009.



/s/ Squar, Milner, Peterson, Miranda & Williamson, LLP
- ------------------------------------------------------


Newport Beach, California
July 10, 2009





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>4
<FILENAME>aethlon_s8-ex9901.txt
<DESCRIPTION>AMENDED AND RESTATED 2003 CONSULTANT STOCK PLAN
<TEXT>
<page>

                                                                    Exhibit 99.1

                              AETHLON MEDICAL, INC.

                 AMENDED AND RESTATED 2003 CONSULTANT STOCK PLAN

                                 PURPOSE OF PLAN

         WHEREAS, the purpose of this Amended and Restated 2003 Consultant Stock
Plan is to advance the interests of the Company by helping the Company obtain
and retain the services of persons providing consulting services upon whose
judgment, initiative, efforts and/or services the Company is substantially
dependent, by offering to or providing those persons with incentives or
inducements affording such persons an opportunity to become owners of capital
stock of the Company.

                          TERMS AND CONDITIONS OF PLAN
                          ----------------------------

         1.       DEFINITIONS.
                  ------------

                  Set forth below are definitions of capitalized terms that are
generally used throughout this Plan, or references to provisions containing such
definitions (capitalized terms whose use is limited to specific provisions are
not referenced in this Section):

                  (a) AFFILIATE - The term "Affiliate" is defined as any person
controlling the Company, controlled by the Company, or under common control with
the Company.

                  (b) AWARD - The term "Award" is collectively and severally
defined as any Award Shares granted under this Plan.

                  (c) AWARD SHARES - The term "Award Shares" is defined as
shares of Common Stock granted by the Plan Committee in accordance with SECTION
5 of this Plan.

                  (d) BOARD - The term "Board" is defined as the Board of
Directors of the Company, as such body may be reconstituted from time to time.

                  (e) COMMON STOCK - The term "Common Stock" is defined as the
Company's common stock, no par value.

                  (f) COMPANY - The term "Company" is defined as Aethlon
Medical, Inc., a Nevada corporation.

                  (g) DISPOSED - The term "Disposed" (or the equivalent terms
"Disposition" or "Dispose") is defined as any transfer or alienation of an Award
which would directly or indirectly change the legal or beneficial ownership
thereof, whether voluntary or by operation of law, or with or without the
payment or provision of consideration, including, by way of example and not
limitation: (i) the sale, assignment, bequest or gift of the Award; (ii) any
transaction that creates or grants a right to obtain an interest in the Award;
(iii) any transaction that creates a form of joint ownership in the Award


                                        1




<page>

between the Recipient and one or more other Persons; (iv) any Disposition of the
Award to a creditor of the Recipient, including the hypothecation, encumbrance
or pledge of the Award or any interest therein, or the attachment or imposition
of a lien by a creditor of the Recipient of the Award or any interest therein
which is not released within thirty (30) days after the imposition thereof; (v)
any distribution by a Recipient which is an entity to its stockholders,
partners, co-venturers or members, as the case may be, or (vi) any distribution
by a Recipient which is a fiduciary such as a trustee or custodian to its
settlors or beneficiaries.

                  (h) ELIGIBLE PERSON - The term "Eligible Person" means any
Person who, at a particular time, is a consultant to the Company or an Affiliate
who provides bona fide consulting services to the Company or the Affiliate,
PROVIDED, HOWEVER, no Award hereunder may be granted to any Person in connection
with the provision of any services incident to the raising of capital or
promotion or maintenance of a market for the Company's securities.

                  (i) FAIR MARKET VALUE - The term "Fair Market Value" means the
fair market value as of the applicable valuation date of the Award Shares, or
other shares of Common Stock, as the case may be (the "SUBJECT SHARES"), to be
valued as determined by the Plan Committee in its good faith judgment, but in no
event shall the Fair Market Value be less than the par value of the Subject
Shares.

                  (j) PERSON - The term "Person" is defined, in its broadest
sense, as any individual, entity or fiduciary such as, by way of example and not
limitation, individual or natural persons, corporations, partnerships (limited
or general), joint-ventures, associations, limited liability
companies/partnerships, or fiduciary arrangements, such as trusts.

                  (k) PLAN - The term "Plan" is defined as this Amended and
Restated 2003 Consultant Stock Plan, as amended from time to time.

                  (l) PLAN COMMITTEE - The term "Plan Committee" is defined as
that Committee appointed by the Board to administer and interpret this Plan as
more particularly described in SECTION 3 of the Plan; PROVIDED, HOWEVER, that
the term Plan Committee will refer to the Board during such times as no Plan
Committee is appointed by the Board.

                  (m) RECIPIENT - The term "Recipient" is defined as any
Eligible Person who, at a particular time, receives the grant of an Award.

                  (n) SECURITIES ACT - The term "Securities Act" is defined as
the Securities Act of 1933, as amended (references herein to Sections of the
Securities Act are intended to refer to Sections of the Securities Act as
enacted at the time of the adoption of this Plan by the Board and as
subsequently amended, or to any substantially similar successor provisions of
the Securities Act resulting from recodification, renumbering or otherwise).

         2. TERM OF PLAN.
            -------------

                  This Plan shall be effective as of such time and date as this
Plan is adopted by the Board, and this Plan shall terminate on the first
business day prior to the ten (10) year anniversary of the date this Plan became
effective. All Awards granted pursuant to this Plan prior to the effective date
of this Plan shall not be affected by the termination of this Plan and all other
provisions of this Plan shall remain in effect until the terms of all
outstanding Awards have been satisfied or terminated in accordance with this
Plan and the terms of such Awards.

                                        2




<page>

         3. PLAN ADMINISTRATION.
            --------------------

                  (a) PLAN COMMITTEE.

                           (i) The Plan shall be administered and interpreted by
a committee consisting of two (2) or more members of the Board; PROVIDED,
HOWEVER, no member of the Board who may serve as a member of the Plan Committee
if such person serves or served as a member of the plan committee with respect
to any plan (other than this Plan) of the Company or its Affiliates which plan
was or is established to comply with the provisions of Rule 16b-3(c)(2)(i) to
the Securities and Exchange Act of 1934, as amended (i.e., pertaining to the
establishment of so-called "Section 16b-3 Plans"), and, by reason of such
person's proposed service as a member of the Plan Committee, such person would
not be considered a "disinterested" person within the meaning of said Rule with
respect to such other plan.

                           (ii) Members of the Plan Committee may resign at any
time by delivering written notice to the Board. Vacancies in the Plan Committee
shall be filled by the Board. The Plan Committee shall act by a majority of its
members in office. The Plan Committee may act either by vote at a meeting or by
a memorandum or other written instrument signed by a majority of the Plan
Committee.

                           (iii) If the Board, in its discretion, does not
appoint a Plan Committee, the Board itself will administer and interpret the
Plan and take such other actions as the Plan Committee is authorized to take
hereunder; provided that the Board may take such actions hereunder in the same
manner as the Board may take other actions under the Articles of Incorporation
and bylaws of the Company generally.

                  (b) ELIGIBILITY OF PLAN COMMITTEE MEMBERS TO RECEIVE AWARDS.
While serving on the Plan Committee, such members shall not be eligible for
selection as Eligible Persons to whom an Award may be granted under the Plan.

                  (c) POWER TO MAKE AWARDS. The Plan Committee shall have the
full and final authority in its sole discretion, at any time and from
time-to-time, subject only to the express terms, conditions and other provisions
of the Articles of Incorporation of the Company and this Plan, and the specific
limitations on such discretion set forth herein, to:

                           (i) Designate the Eligible Persons or classes of
         Eligible Persons eligible to receive Awards from among the Eligible
         Persons;

                           (ii) Grant Awards to such selected Eligible Persons
         or classes of Eligible Persons in such form and amount (subject to the
         terms of the Plan) as the Plan Committee shall determine;

                           (iii) Interpret the Plan, adopt, amend and rescind
         rules and regulations relating to the Plan, and make all other
         determinations and take all other action necessary or advisable for the
         implementation and administration of the Plan; and

                           (iiii) Delegate all or a portion of its authority
         under subsections (i) and (ii) of this SECTION 3(c) to one or more


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<page>

         directors of the Company who are executive officers of the Company,
         subject to such restrictions and limitations (such as the aggregate
         number of shares of Common Stock that may be awarded) as the Plan
         Committee may decide to impose on such delegate directors.

                  In determining the recipient, form and amount of Awards, the
Plan Committee shall consider any factors deemed relevant, including the
recipient's functions, responsibilities, value of services to the Company and
past and potential contributions to the Company's profitability and sound
growth.

                  (d) INTERPRETATION OF PLAN. The Plan Committee shall, in its
sole and absolute discretion, interpret and determine the effect of all matters
and questions relating to this Plan. The interpretations and determinations of
the Plan Committee under the Plan (including without limitation determinations
pertaining to the eligibility of Persons to receive Awards, the form, amount and
timing of Awards, the methods of payment for Awards, and the other terms and
provisions of Awards and the certificates or agreements evidencing same) need
not be uniform and may be made by the Plan Committee selectively among Persons
who receive, or are eligible to receive, Awards under the Plan, whether or not
such Persons are similarly situated. All actions taken and all interpretations
and determinations made under this Plan in good faith by the Plan Committee
shall be final and binding upon the Recipient, the Company, and all other
interested Persons. No member of the Plan Committee shall be personally liable
for any action taken or decision made in good faith relating to this Plan, and
all members of the Plan Committee shall be fully protected and indemnified to
the fullest extent permitted under applicable law by the Company in respect to
any such action, determination, or interpretation.

                  (e) COMPENSATION; ADVISORS. Members of the Plan Committee
shall receive such compensation for their services as members as may be
determined by the Board. All expenses and liabilities incurred by members of the
Plan Committee in connection with the administration of the Plan shall be borne
by the Company. The Plan Committee may, with the approval of the Board, employ
attorneys, consultants, accountants, appraisers, brokers, or other Persons, at
the cost of the Company. The Plan Committee, the Company and its officers and
directors shall be entitled to rely upon the advice, opinions, or valuations of
any such Persons.

         4. STOCK POOL.
            -----------

                  (a) MAXIMUM NUMBER OF SHARES AUTHORIZED UNDER PLAN. Shares of
stock which may be issued or granted under the Plan shall be authorized and
unissued or treasury shares of Common Stock. The aggregate maximum number of
shares of Common Stock which may be issued as a grant of Award Shares shall not
exceed 6,000,000 shares of Common Stock (the "STOCK POOL"). The Stock Pool was
increased by 1,000,000 shares on June 8, 2009 by the Board of Directors of the
Company.

                  (b) DATE OF AWARD. The date an Award is granted shall mean the
date selected by the Plan Committee as of which the Plan Committee allots a
specific number of shares to a Recipient with respect to such Award pursuant to
the Plan.

         5. AWARD SHARES.
            -------------

                  (a) GRANT. The Plan Committee may from time to time, and
subject to the provisions of the Plan and such other terms and conditions as the
Plan Committee may prescribe, grant to any Eligible Person one or more shares of
Common Stock ("AWARD SHARES") allotted by the Plan Committee. The grant of Award
Shares or grant of the right to receive Award Shares shall be evidenced by


                                        4




<page>

either a written consulting agreement or a separate written agreement confirming
such grant, executed by the Company and the Recipient, stating the number of
Award Shares granted and stating all terms and conditions of such grant.

                  (b) PURCHASE PRICE AND MANNER OF PAYMENT. The Plan Committee,
in its sole discretion, may grant Award Shares in any of the following
instances:

                           (i) as a "bonus" or "reward" for services previously
         rendered and compensated, in which case the recipient of the Award
         Shares shall not be required to pay any consideration for such Award
         Shares, and the value of such Award Shares shall be the Fair Market
         Value of such Award Shares on the date of grant; or

                           (ii) as "compensation" for the previous performance
         or future performance of services or attainment of goals, in which case
         the recipient of the Award Shares shall not be required to pay any
         consideration for such Award Shares (other than the performance of his
         services), and the value of such Award Shares received (together with
         the value of such services or attainment of goals attained by the
         Recipient), may not be less than one hundred percent (100%) of the Fair
         Market Value of such Award Shares on the date of grant; or

         6.       ADJUSTMENTS.
                  ------------

                  (a) SUBDIVISION OR STOCK DIVIDEND. If (i) outstanding shares
of Common Stock shall be subdivided into a greater number of shares by reason of
recapitalization or reclassification, the number of shares of Common Stock, if
any, available for issuance in the Stock Pool shall, simultaneously with the
effectiveness of such subdivision or immediately after the record date of such
dividend, be proportionately increased, and (ii) conversely, if the outstanding
shares of Common Stock shall be combined into a smaller number of shares, the
number of shares of Common Stock, if any, available for issuance in the Stock
Pool shall, simultaneously with the effectiveness of such combination, be
proportionately increased.

                  (b) ADJUSTMENTS DETERMINED IN SOLE DISCRETION OF BOARD. To the
extent that the foregoing adjustments relate to stock or securities of the
Company, such adjustments shall be made by the Board, whose determination in
that respect shall be final, binding and conclusive.

                  (c) NO OTHER RIGHTS TO RECIPIENT. Except as expressly provided
in this SECTION 6, (i) the Recipient shall have no rights by reason of any
subdivision or consolidation of shares of stock of any class or the payment of
any stock dividend or any other increase or decrease in the number of shares of
stock of any class, and (ii) the dissolution, liquidation, merger, consolidation
or divisive reorganization or sale of assets or stock to another corporation, or
any issue by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the number of
shares. The grant of an Award pursuant to this Plan shall not affect in any way
the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge,
consolidate, dissolve or liquidate, or to sell or transfer all or any part of
its business or assets.


                                        5




<page>


         7. EMPLOYMENT STATUS.
            ------------------

                  In no event shall the granting of an Award be construed as
granting a continued right of employment to a Recipient if such Person is
employed by the Company, nor effect any right which the Company may have to
terminate the employment of such Person, at any time, with or without cause,
except to the extent that such Person and the Company have agreed otherwise in
writing.

         8. AMENDMENT AND DISCONTINUATION OF PLAN; MODIFICATION OF AWARDS.
            --------------------------------------------------------------

                  (b) AMENDMENT, MODIFICATION OR TERMINATION OF PLAN. The Board
may amend the Plan or suspend or discontinue the Plan at any time or from
time-to-time; PROVIDED, HOWEVER no such action may adversely alter or impair any
Award previously granted under this Plan without the consent of each Recipient
affected thereby.

                  (b) COMPLIANCE WITH LAWS. The Plan Committee may at any time
or from time-to-time, without receiving further consideration from any Person
who may become entitled to receive or who has received the grant of an Award
hereunder, modify or amend Awards granted under this Plan as required to: (i)
comply with changes in securities, tax or other laws or rules, regulations or
regulatory interpretations thereof applicable to this Plan or Awards thereunder
or to comply with stock exchange rules or requirements.



                                    * * * * *



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</TEXT>
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</SEC-DOCUMENT>
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