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<SEC-DOCUMENT>0001019687-09-000244.txt : 20090120
<SEC-HEADER>0001019687-09-000244.hdr.sgml : 20090119
<ACCEPTANCE-DATETIME>20090120084017
ACCESSION NUMBER:		0001019687-09-000244
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20090120
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Unregistered Sales of Equity Securities
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20090120
DATE AS OF CHANGE:		20090120

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:		09533031

	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-012009.txt
<DESCRIPTION>CURRENT REPORT ON FORM 8-K
<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): January 20, 2009

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


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

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


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

                                 NOT APPLICABLE
          (Former name or former address, if changed since last report)


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:

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

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


ITEM 1.01         ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

         On December 29, 2008, the Registrant sold an aggregate of 700,000 Units
(defined below) pursuant to the terms of a Unit Subscription Agreement, each
such "Unit" consisting of (i) one share of Common Stock, par value $0.001 per
share (the "Common Stock"), of the Registrant and (ii) a three-year warrant to
purchase one share of Common Stock of the Registrant at an exercise price of
$0.25 per share, in the form attached to this Report as Exhibit 4.1 (each, a
"Warrant" and collectively, the "Warrants"). Pursuant to the terms of the Unit
Subscription Agreement the Registrant has issued and sold an aggregate of
$175,000 of Units at price per Unit of $0.25. Accordingly, the Registrant has
issued 700,000 shares of Common Stock and Warrants to purchase 700,000 shares of
Common Stock at an exercise price of $0.25 per share.

         The Warrants contain equitable adjustment provisions for stock splits
and similar events, piggy-back registration rights, and a call provision whereby
if the Registrant's Common Stock trades at a price of $1.00 or higher for five
consecutive trading days, the Warrant may be called at the option of the
Registrant and thereafter terminated.

         The foregoing description of the material terms of the Unit
Subscription Agreement and the Warrants does not purport to be complete and is
qualified in its entirety by the Exhibits attached hereto, each of which is
incorporated herein by reference.

ITEM 3.02         UNREGISTERED SALES OF EQUITY SECURITIES

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


ITEM 9.01         FINANCIAL STATEMENTS AND EXHIBITS

EXHIBITS

ITEM NO.          DESCRIPTION
- --------          -----------

4.1               Form of Common Stock Purchase Warrant
10.1              Form of Unit Subscription Agreement



                                       2

<PAGE>



                                   SIGNATURES

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

Date: January 20, 2009

                                              AETHLON MEDICAL, INC.


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


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>2
<FILENAME>aethlon_8k-ex401.txt
<DESCRIPTION>FORM OF WARRANT AGREEMENT
<TEXT>

<PAGE>

Exhibit 4.1


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN
RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND SUCH LAWS. THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS
PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT OR (II) AN EXEMPTION FROM
APPLICABLE SECURITIES LAWS, IN WHICH CASE THE COMPANY MAY REQUIRE AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT
REQUIRED.

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


                          COMMON STOCK PURCHASE WARRANT

NO.                                              Issue  Date:   JANUARY__,  2009
    --------------                                               ------------

         AETHLON MEDICAL, INC., a corporation organized under the laws of the
State of Nevada (the "Company"), hereby certifies that, for value received,
________[insert number here] or its assigns (the "Holder"), is entitled, subject
to the terms set forth below, to purchase from the Company at any time after the
Issue Date until 5:00 p.m., P.S.T. on the third anniversary of the Issue Date
(the "Expiration Date") or such sooner time as this warrant is terminated
pursuant to Section 6 herein, up to ________fully paid and nonassessable shares
of the common stock of the Company (the "Common Stock"), at a per share purchase
price of $0.25. The aforedescribed purchase price per share, as adjusted from
time to time as herein provided, is referred to herein as the "Purchase Price."
The number and character of such shares of Common Stock and the Purchase Price
are subject to adjustment as provided herein. The Company may reduce the
Purchase Price without the consent of the Holder.

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

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

         (b) The term "Common Stock" includes (a) the Company's Common Stock and
(b) any other securities into which or for which any of the securities described
in (a) may be converted or exchanged pursuant to a plan of recapitalization,
reorganization, merger, sale of assets or otherwise.

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

         1. EXERCISE OF WARRANT.

                  1.1. NUMBER OF SHARES ISSUABLE UPON EXERCISE. From and after
the Issue Date through and including the Expiration Date, the Holder hereof
shall be entitled to receive, upon exercise of this Warrant in whole in


                                       1
<PAGE>

accordance with the terms of subsection 1.2 or upon exercise of this Warrant in
part in accordance with subsection 1.3, shares of Common Stock of the Company,
subject to adjustment pursuant to Section 4.

                  1.2. FULL EXERCISE. This Warrant may be exercised in full by
the Holder hereof by delivery of an original or facsimile copy of the form of
subscription attached as Exhibit A hereto (the "Subscription Form") duly
executed by such Holder and surrender of the original Warrant within seven (7)
days of exercise to the Company at its principal office or at the office of its
Warrant Agent (as provided hereinafter), accompanied by payment, in cash, wire
transfer or by certified or official bank check payable to the order of the
Company, in the amount obtained by multiplying the number of shares of Common
Stock for which this Warrant is then exercisable by the Purchase Price then in
effect.

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

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

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

                  1.6 DELIVERY OF STOCK CERTIFICATES, ETC. ON EXERCISE. The
Company agrees that the shares of Common Stock purchased upon exercise of this
Warrant shall be deemed to be issued to the Holder hereof as the record owner of
such shares as of the close of business on the date on which this Warrant shall
have been surrendered and payment made for such shares as aforesaid. As soon as
practicable after the exercise of this Warrant in full or in part, and in any
event within five (5) days thereafter, the Company at its expense (including the
payment by it of any applicable issue taxes) will cause to be issued in the name
of and delivered to the Holder hereof, or as such Holder (upon payment by such
Holder of any applicable transfer taxes) may direct in compliance with
applicable securities laws, a certificate or certificates for the number of duly
and validly issued, fully paid and nonassessable shares of Common Stock (or
Other Securities) to which such Holder shall be entitled on such exercise, plus,
in lieu of any fractional share to which such Holder would otherwise be
entitled, cash equal to such fraction.

                  1.7 EXERCISE LIMITATIONS. The Company shall not effect any
exercise of this Warrant, and a Holder shall not have the right to exercise any
portion of this Warrant, pursuant to this Section 1 or otherwise, to the extent
that after giving effect to such issuance after exercise as set forth on the
applicable Subscription Form, the Holder (together with the Holder's
"Affiliates" (as that term is defined by Rule 144 promulgated under the
Securities Act), and any other person or entity acting as a group together with
the Holder or any of the Holder's Affiliates), would beneficially own in excess
of the Beneficial Ownership Limitation (as defined below). For purposes of the
foregoing sentence, the number of shares of Common Stock beneficially owned by

                                       2
<PAGE>

the Holder and its Affiliates shall include the number of shares of Common Stock
issuable upon exercise of this Warrant with respect to which such determination
is being made, but shall exclude the number of shares of Common Stock which
would be issuable upon (A) exercise of the remaining, unexercised portion of
this Warrant beneficially owned by the Holder or any of its Affiliates and (B)
exercise or conversion of the unexercised or unconverted portion of any other
securities of the Company (including, without limitation, any other Common Stock
equivalents) subject to a limitation on conversion or exercise analogous to the
limitation contained herein beneficially owned by the Holder or any of its
affiliates. Except as set forth in the preceding sentence, for purposes of this
Section 1.7, beneficial ownership shall be calculated in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and the rules and regulations promulgated thereunder, it being acknowledged by
the Holder that the Company is not representing to the Holder that such
calculation is in compliance with Section 13(d) of the Exchange Act and the
Holder is solely responsible for any schedules required to be filed in
accordance therewith. To the extent that the limitation contained in this
Section 1.7 applies, the determination of whether this Warrant is exercisable
(in relation to other securities owned by the Holder together with any
Affiliates) and of which portion of this Warrant is exercisable shall be in the
sole discretion of the Holder, and the submission of a Subscription Form shall
be deemed to be the Holder's determination of whether this Warrant is
exercisable (in relation to other securities owned by the Holder together with
any Affiliates) and of which portion of this Warrant is exercisable, in each
case subject to the Beneficial Ownership Limitation, and the Company shall have
no obligation to verify or confirm the accuracy of such determination. In
addition, a determination as to any group status as contemplated above shall be
determined in accordance with Section 13(d) of the Exchange Act and the rules
and regulations promulgated thereunder. For purposes of this Section 1.7, in
determining the number of outstanding shares of Common Stock, a Holder may rely
on the number of outstanding shares of Common Stock as reflected in (x) the
Company's most recent periodic or annual report, as the case may be, (y) a more
recent public announcement by the Company or (z) a more recent notice by the
Company or the Company's transfer agent setting forth the number of shares of
Common Stock outstanding. Upon the written or oral request of a Holder, the
Company shall confirm to the Holder within two business days orally and in
writing the number of shares of Common Stock then outstanding. In any case, the
number of outstanding shares of Common Stock shall be determined after giving
effect to the conversion or exercise of securities of the Company, including
this Warrant, by the Holder or its Affiliates since the date as of which such
number of outstanding shares of Common Stock was reported. The "Beneficial
Ownership Limitation" shall be 9.99% of the number of shares of the Common Stock
outstanding immediately after giving effect to the issuance of shares of Common
Stock issuable upon exercise of this Warrant. The Holder, upon not less than 61
days' prior notice to the Company, may increase or decrease the Beneficial
Ownership Limitation provisions of this Section 1.7, provided that the
Beneficial Ownership Limitation in no event exceeds 9.99% of the number of
shares of the Common Stock outstanding immediately after giving effect to the
issuance of shares of Common Stock upon exercise of this Warrant held by the
Holder and the provisions of this Section 1.7 shall continue to apply. Any such
increase or decrease will not be effective until the 61st day after such notice
is delivered to the Company and shall only apply to such Holder and no other
Holder. The provisions of this paragraph shall be construed and implemented in a
manner otherwise than in strict conformity with the terms of this Section 1.7 to
correct this paragraph (or any portion hereof) to the extent defective or
inconsistent with the intended Beneficial Ownership Limitation herein contained
or to make changes or supplements necessary or desirable to properly give effect
to such limitation. The limitations contained in this paragraph shall apply to a
successor holder of this Warrant.

         2. PIGGYBACK REGISTRATION RIGHTS. If, at any time while this Warrant is
outstanding, there is not an effective registration statement covering all of
the shares of Common Stock underlying this Warrant (the "Warrant Shares") and
the Company shall determine to prepare and file with the Securities and Exchange
Commission a registration statement relating to an offering of any of its equity
securities for its own account or the account of others under the Securities
Act, other than on Form S-4 or Form S-8 (each as promulgated under the
Securities Act) or their then-equivalents relating to equity securities to be
issued solely in connection with any acquisition of any entity or business or
equity securities issuable in connection with the Company's stock option or

                                       3
<PAGE>

other employee benefit plans, then the Company shall deliver to each Holder a
written notice of such determination and, if within 15 days after the date of
the delivery of such notice any such Holder shall so request in writing, the
Company shall include in such registration statement all or any part of the
Warrant Shares such Holder requests to be registered; provided, however, that
the Company shall not be required to register any Warrant Shares pursuant to
this Section 2 that are eligible for resale pursuant to Rule 144 promulgated
under the Securities Act subject only to the holding period requirements thereof
or that are the subject of a then-effective registration statement.

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

                  3.1. REORGANIZATION, CONSOLIDATION, MERGER, ETC. In case at
any time or from time to time the Company shall (a) effect a reorganization, (b)
consolidate with or merge into any other person or (c) transfer all or
substantially all of its properties or assets to any other person under any plan
or arrangement contemplating the dissolution of the Company, then, in each such
case, as a condition to the consummation of such a transaction, proper and
adequate provision shall be made by the Company whereby the Holder of this
Warrant, on the exercise hereof as provided in Section 1, at any time after the
consummation of such reorganization, consolidation or merger or the effective
date of such dissolution, as the case may be, shall receive, in lieu of the
Common Stock (or Other Securities) issuable on such exercise prior to such
consummation or such effective date, the stock and other securities and property
(including cash) to which such Holder would have been entitled upon such
consummation or in connection with such dissolution, as the case may be, if such
Holder had so exercised this Warrant, immediately prior thereto, all subject to
further adjustment thereafter as provided in Section 4.

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

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

         4. EXTRAORDINARY EVENTS REGARDING COMMON STOCK. In the event that the
Company shall (a) issue additional shares of the Common Stock as a dividend or
other distribution on outstanding Common Stock, (b) subdivide its outstanding
shares of Common Stock, or (c) combine its outstanding shares of the Common
Stock into a smaller number of shares of the Common Stock, then, in each such
event, the Purchase Price shall be adjusted, simultaneously with the happening

                                       4
<PAGE>

of such event, by multiplying the then Purchase Price by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common Stock outstanding immediately after such event, and the
product so obtained shall thereafter be the Purchase Price then in effect. The
Purchase Price, as so adjusted, shall be readjusted in the same manner upon the
happening of any successive event or events described in this Section 4. The
number of shares of Common Stock that the Holder of this Warrant thereafter
shall be entitled to receive, on the exercise hereof as provided in Section 1,
shall be adjusted to a number determined by multiplying the number of shares of
Common Stock that would otherwise (but for the provisions of this Section 4) be
issuable on such exercise by a fraction of which (a) the numerator is the
Purchase Price that would otherwise (but for the provisions of this Section 4)
be in effect, and (b) the denominator is the Purchase Price in effect on the
date of such exercise.

         5. CERTIFICATE AS TO ADJUSTMENTS. In each case of any adjustment or
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise of the Warrants, the Company at its expense will promptly cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or readjustment in accordance with the terms of the Warrant and prepare a
certificate setting forth such adjustment or readjustment and showing in detail
the facts upon which such adjustment or readjustment is based, including a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to have been issued or sold, (b) the number of shares of Common Stock (or Other
Securities) outstanding or deemed to be outstanding, and (c) the Purchase Price
and the number of shares of Common Stock to be received upon exercise of this
Warrant, in effect immediately prior to such adjustment or readjustment and as
adjusted or readjusted as provided in this Warrant. The Company will forthwith
mail a copy of each such certificate to the Holder of the Warrant and any
Warrant Agent of the Company (appointed pursuant to Section 10 hereof).

         6. CALL AT ELECTION OF COMPANY. If, at any time after one year from the
Issue Date, the Company's Common Stock closes at a price of $1.00 or more for 5
consecutive trading days, the Company, at its election, may deliver a notice to
the Holder (a "Call Notice" and the date such notice is deemed delivered
hereunder, the "Call Notice Date") of its election to call for the return of all
or a portion of this Warrant to the Company (for no consideration), no later
than the 30th day following the Call Notice Date (the "Call Date"). Regardless
of whether physical delivery of the Warrant is made to the Company pursuant to
this Section 6, any unexercised portion of this Warrant shall be deemed
terminated as of the Call Date. The Company shall honor all Subscription Forms
tendered from the time of delivery of the Call Notice through the Call Date.

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

         8. ASSIGNMENT; EXCHANGE OF WARRANT. Subject to compliance with
applicable securities laws, this Warrant, and the rights evidenced hereby, may
be transferred by any registered holder hereof (a "Transferor"). On the
surrender for exchange of this Warrant, with the Transferor's endorsement in the
form of Exhibit B attached hereto (the "Transferor Endorsement Form") and
together with an opinion of counsel reasonably satisfactory to the Company that
the transfer of this Warrant will be in compliance with applicable securities
laws, the Company at its expense, but with payment by the Transferor of any
applicable transfer taxes, will issue and deliver to or on the order of the
Transferor thereof a new Warrant or Warrants of like tenor, in the name of the
Transferor and/or the transferee(s) specified in such Transferor Endorsement
Form (each a "Transferee"), calling in the aggregate on the face or faces
thereof for the number of shares of Common Stock called for on the face or faces
of the Warrant so surrendered by the Transferor. No such transfers shall result
in a public distribution of the Warrant.

         9. REPLACEMENT OF WARRANT. On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of

                                       5
<PAGE>

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

         10. WARRANT AGENT. The Company may, by written notice to the Holder of
the Warrant, appoint an agent (a "Warrant Agent") for the purpose of issuing
Common Stock (or Other Securities) on the exercise of this Warrant pursuant to
Section 1, exchanging this Warrant pursuant to Section 8, and replacing this
Warrant pursuant to Section 9, or any of the foregoing, and thereafter any such
issuance, exchange or replacement, as the case may be, shall be made at such
office by such Warrant Agent.

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

         12. NOTICES. All notices, demands, requests, consents, approvals, and
other communications required or permitted hereunder shall be in writing and,
unless otherwise specified herein, shall be (i) personally served, (ii)
deposited in the mail, registered or certified, return receipt requested,
postage prepaid, (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is
to be received) or (b) on the second business day following the date of mailing
by express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur. The addresses for
such communications shall be: (i) if to the Company to: Aethlon Medical, Inc.,
3030 Bunker Hill Street, Suite 4000, San Diego, California 92109, FAX (858)
332-1739, with a copy by facsimile only to: McCormick Legal Advisors, 707
Wilshire Boulevard, Suite 2025, Los Angeles, CA 90017, Attn: Jennifer A. Post,
Esq., telecopier: (213) 223-1810, (ii) if to the Holder to: ________.

         13. MISCELLANEOUS. This Warrant and any term hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought. This Warrant shall be construed and enforced in accordance with and
governed by the laws of the State of California. Any dispute relating to this
Warrant shall be adjudicated in the City of Los Angeles in the State of
California. The headings in this Warrant are for purposes of reference only and
shall not limit or otherwise affect any of the terms hereof. The invalidity or
unenforceability of any provision hereof shall in no way affect the validity or
enforceability of any other provision.



                    REMAINDER OF PAGE INTENTIALLY LEFT BLANK

                                       6
<PAGE>


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

                                           AETHLON MEDICAL, INC.



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



Witness:



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




                                       7
<PAGE>


                                    EXHIBIT A

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

TO:  AETHLON MEDICAL, INC.

The undersigned, pursuant to the provisions set forth in the attached Warrant
(No. ____________), hereby irrevocably elects to purchase ________ shares of the
Common Stock covered by such Warrant.

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

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


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

Dated:___________________


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

Address:
          __________________________________
          __________________________________
          __________________________________


                                       8
<PAGE>


                                    EXHIBIT B


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



TRANSFEREES               PERCENTAGE TRANSFERRED            NUMBER TRANSFERRED







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

Signed in the presence of:

___________________________________     ________________________________________
         (Name)                         ________________________________________
                                                        (address)

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

_________________________________
         (Name)



                                       9
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>aethlon_8k-ex1001.txt
<DESCRIPTION>FORM OF SUBSCRIPTION AGREEMENT
<TEXT>
<PAGE>

Exhibit 10.1

                           UNIT SUBSCRIPTION AGREEMENT

         The undersigned (hereinafter the "SUBSCRIBER") hereby confirms the
Subscriber's subscription for the purchase of Units consisting of (i) one share
of Common Stock, par value $0.001 per share (the "COMMON STOCK"), of AETHLON
MEDICAL, INC., a Nevada corporation (the "COMPANY"), and (ii) a three-year
warrant to purchase one share of Common Stock of the Company at an exercise
price of $0.25 per share, in the form attached hereto as EXHIBIT A (each, a
"WARRANT" and collectively, the "WARRANTS") on the terms described below.

         The Units are sometimes referred to herein as the "SECURITIES."

         In connection with this subscription, the Subscriber and the Company
agree as follows:

A. SUBSCRIPTION OF THE SUBSCRIBER.

         1. PURCHASE OF UNITS. The Subscriber hereby irrevocably agrees,
represents and warrants with, to and for the benefit of the Company, that the
Subscriber is executing this Agreement in connection with the subscription by
the Subscriber for Units of the Company, resulting in the aggregate purchase
price set forth on the Subscriber's signature page hereto based upon the Issue
Price (as defined herein). The Subscriber understands that the Company is
relying upon the accuracy and completeness of the information contained herein
in complying with its obligations under federal and state securities and other
applicable laws. Subject to the terms and conditions of this Agreement, upon
execution and delivery hereof by the Subscriber, the Subscriber hereby agrees to
purchase the Units pursuant to the transaction hereof, and against concurrent
delivery of the purchase price for such shares. The date upon which the final
subscription is accepted by the Company and the full Issue Price has been
tendered to the Company, shall be known as the "CLOSING DATE."

         2. OFFERING. This offering of the Units (the "OFFERING") is being made
to a limited group of investors, all of whom shall represent to the Company
pursuant to this Agreement that they are "ACCREDITED INVESTORS," as that term is
defined in Regulation D promulgated under the Securities Act of 1933, as amended
(the "SECURITIES ACT") or who have otherwise been qualified as investors by the
Company. All of the Units offered hereby are being sold by the Company. The
Company is offering the Units for the consideration set forth herein. The
Company may sell less than all of the Units offered hereby, and shall be
entitled to accept subscriptions and receive the Issue Price for each
subscription prior to the entire Offering being subscribed for. The Offering is
being made on a "best efforts" basis. The minimum subscription amount per
investor is $20,000. The maximum offering by the Company is $1,000,000 worth of
Units.

         3. ISSUE PRICE. The "ISSUE PRICE" of the Units shall be equal to $0.25.

B. REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER. The Subscriber hereby
represents and warrants to the Company as of the date hereof:

         1. PLACE OF BUSINESS. The principal place of business address (or
residence) set forth below is the Subscriber's true and correct principal place
of business and is the only jurisdiction in which an offer to sell the Units was
made to the Subscriber, and the Subscriber has no present intention of moving


<PAGE>

the Subscriber's principal place of business to or of becoming a resident of any
other state or jurisdiction.

         2. SALE OR TRANSFER OF THE COMMON STOCK . The Subscriber understands
that the Common Stock and the shares underlying the Warrants have not been
registered under the Securities Act, or under the laws of any other
jurisdiction. The Subscriber understands and agrees that transfer or sale of the
Common Stock and the shares underlying the Warrants may be restricted or
prohibited unless they are subsequently registered under the Securities Act and,
where required, under the laws of other jurisdictions or an exemption from
registration is available. The Subscriber will not offer, sell, transfer or
assign the Subscriber's Common Stock or any interest therein and the shares
underlying the Warrants in contravention of this Agreement, the Securities Act
or any state or federal law. The Subscriber understands and acknowledges that,
because of the substantial restrictions on the transferability of the Common
Stock and the shares underlying the Warrants, it may not be possible for the
Subscriber to liquidate the Subscriber's investment in the Company readily, even
in the case of an emergency.

         3. REPRESENTATION OF ACCREDITED INVESTOR STATUS, INVESTMENT EXPERIENCE
AND ABILITY TO BEAR RISK. The Subscriber acknowledges that the Offering has not
been registered with the Securities and Exchange Commission (or any other
securities commission or authority of any other jurisdiction) because the
Company is relying on an exemption from registration under Section 4(2) of the
Securities Act and Regulation D promulgated thereunder. THE SUBSCRIBER BELIEVES
THAT AT THE TIME OF THE SALE OF THE UNITS TO THE SUBSCRIBER, THE SUBSCRIBER
QUALIFIES AS AN "ACCREDITED INVESTOR" (AS DEFINED UNDER RULE 501 OF REGULATION D
PROMULGATED UNDER THE SECURITIES ACT) USING THE FOLLOWING QUALIFICATION FACTORS
(CHECK ALL APPROPRIATE ITEMS):

(__)     $1,000,000 NET WORTH TEST:

         I, the Subscriber, am a natural person, and my individual net worth, or
         joint net worth with my spouse (if any), INCLUSIVE of home, furnishings
         and automobiles, at the time of this purchase is in excess of
         $1,000,000.

(__)     $200,000 INDIVIDUAL/$300,000 JOINT ANNUAL INCOME TEST:

         I, the Subscriber, am a natural person, and my individual annual gross
         income (exclusive of my spouse's income) has been in excess of $200,000
         in each of the two most recent tax years, and I reasonably expect
         individual annual gross income (exclusive of my spouse's income) to be
         in excess of $200,000 for the current tax year; or I am a natural
         person, and my joint annual gross income (including my spouse's annual
         gross income) has been in excess of $300,000 in each of the two most
         recent tax years, and I reasonably expect our joint annual gross
         incomes to be in excess of $300,000 for the current tax year.

         ("INCOME" under this test is defined as adjusted gross income for
         federal income tax purposes PLUS (i) deductions for long-term capital
         gains under the Internal Revenue Code of 1986, as amended (the "Code");
         (ii) deductions for depletion under section 611 et seq. of the Code;
         (iii) any exclusion for interest received on tax-exempt securities; and


                                       2
<PAGE>

         (iv) any losses of a company allocated to the individual limited
         partners of the company as reported on Form 1040).

(__)     BANK OR INVESTMENT COMPANY TEST:

         The Subscriber is a bank as defined in section 3(a)(2) of the
         Securities Act, or any savings and loan association or other
         institution as defined in section 3(a)(5)(A) of the Securities Act,
         whether acting in its individual or fiduciary capacity; or is a broker
         or dealer registered pursuant to section 15 of the Securities Exchange
         Act of 1934; or is an insurance company as defined in section 2(13) of
         the Securities Act; or is any investment company registered under the
         Investment Company Act of 1940, or a business development company as
         defined in section 2(a)(48) of that Act; or is a Small Business
         Investment Company licensed by the U.S. Small Business Administration
         under section 301(c) or (d) of the Small Business Investment Act of
         1958; or is a plan established and maintained by a state, its political
         subdivision, or any agency or instrumentality of a state or its
         political subdivisions, for the benefit of its employees, if such plan
         has total assets in excess of $5,000,000; or is an employee benefit
         plan within the meaning of the Employee Retirement Income Security Act
         of 1974, if the investment decision is made by a plan fiduciary, as
         defined in section 3(21) of such Act, which is either a bank, savings
         and loan association, insurance company, or registered investment
         adviser, or if the employee benefit plan has total assets in excess of
         $5,000,000, or, if a self-directed plan, with investment decisions made
         solely by persons that are accredited investors.

(__)     PRIVATE BUSINESS DEVELOPMENT CORPORATION TEST:

         The Subscriber is a private business development company as defined in
         section 202(a)(22) of the Investment Advisors Act of 1940.

(__)     IRC SECTION 501(C)(3) ORGANIZATION TEST:

         The Subscriber is an organization described in section 501(c)(3) of the
         Internal Revenue Code, corporation, Massachusetts or similar business
         trust, or partnership, not formed for the specific purpose of acquiring
         the securities being offered, with total assets in excess of
         $5,000,000.

(__)     DIRECT RELATIONSHIP TO ISSUER TEST:

         The Subscriber is a director, executive officer, partner or manager of
         the issuer of the securities being offered or sold, or any director,
         executive officer or manager of a partner or partner of that issuer.

(__)     $5,000,000 NONINVESTMENT TRUST TEST:

         The Subscriber is a trust with total assets in excess of $5,000,000 not
         formed for the specific purpose of acquiring the securities being
         offered, whose purchase is directed by a "SOPHISTICATED person" as
         described in section 230.506(b)(2)(ii).


                                       3
<PAGE>

(__)     EQUITY ENTITY COMPRISED OF ACCREDITED INVESTORS TEST:

         The Subscriber is any entity in which all of the equity owners are
accredited investors as defined above.

In addition, the Subscriber is knowledgeable and experienced with respect to the
financial and business activities contemplated by the Company and is capable of
evaluating the risks and merits of investing in the Units and, in making a
decision to proceed with this investment, has not relied upon any
representations, warranties or agreements, other than those set forth in this
Agreement and can bear the economic risk of an investment in the Company for an
indefinite period of time, and can afford to suffer the complete loss thereof.

         4. OWN ADVICE. In connection with the Subscriber's investment in the
Company, the Subscriber has carefully considered and has discussed, to the
extent the Subscriber believes such discussion necessary, with the Subscriber's
professional legal, tax and financial advisers (the "INVESTMENT ADVISORS") the
suitability of an investment in the Units for the Subscriber's particular tax
and financial situation and the Subscriber has determined that the Units are a
suitable investment for the Subscriber.

         5. COMPANY HISTORY; RISKS. The Subscriber represents and warrants that
the Subscriber is aware (i) that the Company has limited or no revenues; (ii)
that the Units involve a substantial degree of risk of loss of the Subscriber's
entire investment and that there is no assurance of any income from the
Subscriber's investment; and (iii) that any federal and/or state income tax
benefits that may be available to the Subscriber, if any, may be lost through
the adoption of new laws or regulations, to changes to existing laws and
regulations and to changes in the interpretation of existing laws and
regulations. The Subscriber further represents that the Subscriber is relying
solely on the Subscriber's own conclusions or the advice of the Subscriber's
Investment Advisors with respect to tax aspects of any investment in the Units.
The Subscriber further represents that it has read and reviewed the Company's
filings made with the Securities and Exchange Commission.

         6. INQUIRIES. The Subscriber and its Investment Advisors have been
given access to, and prior to the execution of this Agreement, have been
provided with an opportunity to ask questions of, and receive answers from, the
Company's officers concerning the Company and the terms and conditions of the
Offering and the Units, and to obtain any other information that the Subscriber
and the Subscriber's Investment Advisors required with respect to the Company
and an investment in the Company in order to evaluate such investment and verify
the accuracy of all information furnished to the Subscriber and its Investment
Advisors regarding the Company. All such questions, if asked, were answered
satisfactorily and all information or documents provided were found to be
satisfactory. Neither the Subscriber nor its Investment Advisors have been
furnished any offering literature on which they have relied other this
Agreement, and the Subscriber and its Investment Advisors have relied only on
this Agreement. At no time was the Subscriber presented with or solicited by any
leaflet, public promotion meeting, newspaper or magazine article, radio or
television advertisement or any other form of general advertising or general
solicitation.


                                       4
<PAGE>

         7. AUTHORITY. The Subscriber is authorized and has full right and power
to subscribe for the Units and to perform the Subscriber's obligations pursuant
to the provisions of this Agreement; the person signing this Agreement and any
other instrument executed and delivered herewith on behalf of the Subscriber has
been duly authorized by the Subscriber and has full power and authority to do
so. If the Subscriber is a corporation, partnership, unincorporated association
or other entity, the person signing this agreement has the legal capacity to
authorize, deliver and be bound by this Agreement and to take all actions
required pursuant hereto and further certifies that all necessary approvals of
directors, shareholders or otherwise have been given and obtained; and if the
Subscriber is an individual, the Subscriber is of the full age of majority in
the jurisdiction in which the Subscriber is resident and is legally competent to
execute, deliver and be bound by this Agreement and take all action pursuant
hereto.

         8. NO DEFAULT. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby and thereby will not
conflict with, or result in any violation of or default pursuant to, any
provision of any governing instrument applicable to the Subscriber, or any
agreement or other instrument to which the Subscriber is a party or by which the
Subscriber or any of the Subscriber's properties are bound or any permit,
franchise, judgment, decree, statute, rule or regulation applicable to the
Subscriber or any of the Subscriber's business or properties.

         9. ERISA. If the Subscriber is an employee benefit plan subject to
ERISA, then the Subscriber acknowledges that the Subscriber has been informed of
and understands the operations and business of the Company, and represents that
the Subscriber's investment in the Company (i) is permissible under the
documents and instruments governing such plan; (ii) satisfies the
diversification requirements of ERISA; (iii) is prudent considering all the
facts and circumstances; and (iv) is not a "PROHIBITED TRANSACTION" within the
meaning of Section 406 of ERISA.

         10. PURCHASE ENTIRELY FOR OWN ACCOUNT. This Agreement is made with the
Subscriber in reliance upon the Subscriber's representations to the Company,
which by the Subscriber's execution of this Agreement, the Subscriber hereby
confirms, that the Common Stock and the shares underlying the Warrants issuable
to the Subscriber will be acquired for investment for the Subscriber's own
account, not as a nominee or agent, and not with a view to the resale or
distribution of any part thereof, and that the Subscriber has no present
intention of selling, granting any participation in, or otherwise distributing
the same. The Subscriber represents and warrants that the Subscriber has no
contract, understanding, agreement or arrangement with any person to sell or
transfer or pledge to such person or anyone else any of the Common Stock or the
shares underlying the Warrants for which the Subscriber hereby subscribes (in
whole or in part) or any interest therein; and the Subscriber represents and
warrants that the Subscriber has no present plans to enter into any such
contract, undertaking, agreement or arrangement.

The Subscriber represents and warrants that the funds representing the aggregate
subscription price that will be advanced by the Subscriber hereunder will not
represent proceeds of crime and the Subscriber acknowledges that the Company may
in the future be required by law to disclose the Subscriber's name and other
information relating to this Subscription Agreement and the Subscriber's
subscription hereunder, on a confidential basis, and (i) to the best of the

                                       5
<PAGE>

Subscriber's knowledge, none of the subscription funds to be provided by the
Subscriber (a) have been or will be derived from or related to any activity that
is deemed criminal under the laws of the United States of America, or any other
jurisdiction, or (b) are being tendered on behalf of a person or entity who has
not been identified to the Subscriber, and (ii) the Subscriber shall promptly
notify the Company if the Subscriber discovers that any of such representations
ceases to be true, and shall provide the Company with appropriate information in
connection therewith.

The Subscriber represents and warrants that the current structure of this
transaction and all transactions and activities contemplated hereunder is not a
plan or scheme to evade the registration provisions of the Securities Act.

The Subscriber acknowledges that:

         (i)      no securities commission or similar regulatory authority has
                  reviewed or passed on the merits of the Units; and

         (ii)     there is no government or other insurance covering the Units;
                  and

         (iii)    there are risks associated with the purchase of the Units; and

         (iv)     there are restrictions on the Subscriber's ability to resell
                  the Common Stock and the shares underlying the Warrants and it
                  is the responsibility of the Subscriber to find out what those
                  restrictions are and to comply with them before selling the
                  Common Stock or the shares underlying the Warrants.

The Subscriber represents and warrants that the Subscriber has not received nor
does the Subscriber expect to receive any financial assistance from the Company,
directly or indirectly, in respect of the Subscriber's purchase of the Units.

The Subscriber represents and warrants that neither the Company, nor any of its
directors, officers, employees or representatives, have made any representations
(oral or written) to the Subscriber regarding the future value of the Common
Stock.

The Subscriber acknowledges that (i) the Company may complete secured or
unsecured debt financings or equity financings in the future in order to develop
the Company's business and to fund its ongoing development, (ii) there is no
assurance that such financings will be available and, if available, on
reasonable terms, (iii) any such future financings may have a dilutive effect on
current security holders, including the Subscriber, and (iv) if such future
financings are not available, the Company may be unable to fund its ongoing
development and the lack of capital resources may result in the failure of its
business.

The Subscriber will not, directly or indirectly, except in compliance with (that
is, only to the extent required to comply with) the Securities Act and such
other securities or "BLUE SKY" laws as may be applicable, (i) offer, sell,
pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase
or otherwise acquire or take a pledge of) any of the Securities, (ii) engage in

                                       6
<PAGE>

any short sale that results in a disposition of any of the Securities by the
Subscriber, or (iii) hedge the economic risk of the Subscriber's investment in
the Securities.

C. Representations and Warranties of the Company.

1. ORGANIZATION, GOOD STANDING AND QUALIFICATION. The Company is a corporation
duly organized, validly existing, and in good standing under the laws of the
State of Nevada and has all requisite corporate power and corporate authority to
carry on its business as now conducted and as proposed to be conducted. The
Company is duly qualified to transact business and is in good standing in each
jurisdiction in which such qualification is required, except where the failure
to be so qualified would not have a material adverse effect on the Company.

         2. CAPITALIZATION. As of December 11, 2008, the authorized capital
stock of the Company consists of 100,000,000 shares of Common Stock, of which
(i) 44,146,414 shares are issued and outstanding, and (ii) 29,639,868 shares are
reserved for issuance upon exercise of outstanding warrants, options and other
convertible securities. All such issued and outstanding shares have been duly
authorized and validly issued and have been offered, issued, sold, and delivered
by the Company in compliance with applicable federal and state securities laws.

         3. AUTHORIZATION. The Company has all requisite corporate power to
execute, deliver and perform its obligations under this Agreement and all other
agreements contemplated hereby and thereby and to issue the Common Stock and the
shares underlying the Warrants in accordance with the terms hereof. All
corporate action on the part of the Company and its officers, directors and
shareholders necessary for the authorization, execution and delivery of this
Agreement and all other agreements and obligations contemplated hereby and
thereby, the performance of all obligations of the Company hereunder and
thereunder, and the authorization, issuance (or reservation for issuance), sale
and delivery of the Common Stock to be issued hereunder has been taken. This
Agreement constitutes valid and legally binding obligation of the Company,
enforceable in accordance with its terms, except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting enforcement of creditors' rights generally, (ii) as
limited by general principles of equity, including concepts of materiality,
reasonableness, good faith and fair dealing and by the possible unavailability
of specific performance, injunctive relief or other equitable remedies.

         4. NO VIOLATION. The Company's execution, delivery and performance of
this Agreement and all other agreements contemplated hereby and thereby and the
consummation of the transactions contemplated hereby and thereby will not with
or without the giving of notice or the lapse of time or both (A) violate any
provision of law, statute, rule or regulation to which the Company is subject,
(B) violate any order, judgment or decree applicable to it, or (C) conflict with
or result in a breach or default under any term or condition of its applicable
governing instruments or any agreement or other instrument to which it is a
party or by which it is bound.

         5. VALID ISSUANCE OF COMMON STOCK AND WARRANTS. The Common Stock and
Warrants being issued hereunder, when issued, sold and delivered in accordance
with the terms of this Agreement for the consideration expressed herein, will be
duly and validly issued, fully paid and non-assessable and will be free of
preemptive rights and restrictions on transfer other than restrictions on
transfer under this Agreement and applicable state and federal securities laws.

                                       7
<PAGE>

Assuming the truth and accuracy of the representations and warranties of the
Subscriber for the Company's capital stock under this Agreement, the issuance of
the Common Stock hereunder shall be exempt from registration under the
Securities Act and any applicable state securities laws.

         6. GOVERNMENTAL CONSENTS. No consent, approval, order or authorization
of, or registration, qualification, designation, declaration or filing with, any
federal, state or local governmental authority on the part of the Company is
required in connection with the valid execution of this Agreement and the
consummation of the transactions contemplated by this Agreement except for
filings pursuant to applicable state and federal securities laws which allow
filings to be made following the Closing but in no event later than 15 days
after the consummation of the transactions contemplated hereby. The Company is
in compliance, in all material respects, with the USA Patriot Act.

         7. USE OF PROCEEDS. The proceeds from the sale of the Units will be
made available for general working capital purposes.

D. LEGEND. The certificates representing the Common Stock and Warrants issued by
the Company hereunder shall bear the following (or similar) legend:

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
         THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND ARE BEING
         OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION
         REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE SECURITIES MAY
         NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS PURSUANT TO (i) AN
         EFFECTIVE REGISTRATION STATEMENT OR (ii) AN EXEMPTION FROM APPLICABLE
         SECURITIES LAWS, IN WHICH CASE THE COMPANY MAY REQUIRE AN OPINION OF
         COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT
         REQUIRED.

E. INDEMNIFICATION. The Subscriber agrees to indemnify and hold harmless the
Company and its officers, managers, members, employees, agents and affiliates
against any and all loss, liability, claim, damage and expense whatsoever
(including without limitation any and all expenses reasonably incurred in
investigating, preparing or defending against any litigation commenced or
threatened or any claim whatsoever) arising out of or based upon any false
representation or warranty or breach or failure by the Subscriber to comply with
any covenant agreement made by the Subscriber herein. The Company agrees to
indemnify and hold harmless the Subscriber and its officers, managers, members,
employees, agents and affiliates against any and all loss, liability, claim,
damage and expense whatsoever (including without limitation any and all expenses
reasonably incurred in investigating, preparing or defending against any
litigation commenced or threatened or any claim whatsoever) arising out of or
based upon any false representation or warranty or breach or failure to comply
with any covenant agreement made by the Company herein.


                                       8
<PAGE>

F. MODIFICATION. Neither this Agreement nor any provision hereof shall be
waived, modified, discharged or terminated except by an instrument in writing
signed by the party against whom any such waiver, modification, discharge or
termination is sought.

G. ASSIGNABILITY. This Agreement and the rights and obligations hereunder are
not transferable or assignable by the Subscriber.

H. APPLICABLE LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada, without regard to principles of
conflicts of law.

I. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and
warranties made by the Subscriber in this Agreement shall survive the execution
and delivery of this Agreement, as well as any investigation at any time made by
or on behalf of the Company and the issue and sale of the Units.

J. RELIANCE. The Subscriber understands and acknowledges that the Subscriber's
representations, warranties, acknowledgements and agreements in this Agreement
will be relied upon by the Company in determining the Subscriber's suitability
as a purchaser of Units.

K. FURTHER ASSURANCES. The Subscriber agrees to provide, if requested, any
additional information that may be requested or required to determine the
Subscriber's eligibility to purchase the Units.

L. ENTIRE AGREEMENT. This Agreement constitutes the full and entire
understanding and agreement between the parties with regard to the subject
matter hereof and no party shall be liable or bound to any other in any manner
by any representations, warranties, covenants and agreements except as
specifically set forth herein.

M. SEVERABILITY. In the event one or more of the provisions of this Agreement
should be held, for any reason, to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality, or unenforceability shall not affect any
other provisions of this Agreement, and this Agreement shall be construed as if
such invalid, illegal or unenforceable provision had never been contained
herein.





                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK


                                       9
<PAGE>




         IN WITNESS WHEREOF, the undersigned has executed this Agreement as of
the date set forth on this signature page.

         Number of shares of Units Subscribed for:

         Aggregate Purchase Price:                   $



         ___________________________                _________________________
         (insert number)                            Print Name of Authorized
                                                    Representative

         By:____________________________            _______________________
         Signature of Subscriber or                 Capacity of Authorized
         Authorized Representative                 Representative

         Date:    ________, 200_

         Address:

         Social Security Number or U.S. Tax Identification No: _________________


SUBSCRIPTION ACCEPTED:

AETHLON MEDICAL, INC., a Nevada corporation



By:___________________________                         Date: ____________, 2008
      Name:    James A. Joyce
      Title:   Chairman and Chief Executive Officer



                                       10
<PAGE>


                                    EXHIBIT A

                                 FORM OF WARRANT
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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