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<SEC-DOCUMENT>0001019687-09-003127.txt : 20090825
<SEC-HEADER>0001019687-09-003127.hdr.sgml : 20090825
<ACCEPTANCE-DATETIME>20090825171457
ACCESSION NUMBER:		0001019687-09-003127
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20090824
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:		20090825
DATE AS OF CHANGE:		20090825

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:		091034580

	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.txt
<DESCRIPTION>AETHLON 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): August 24, 2009

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


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

                                    000-21846
                                    ---------
                            (Commission File Number)

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


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

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





<PAGE>



FORWARD LOOKING STATEMENTS

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

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


ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

         On August 24, 2009, Aethlon Medical, Inc. (the "Registrant") entered
into a Subscription Agreement among the Registrant and two accredited investors
(the "Purchasers") pursuant to which the Registrant issued and sold convertible
promissory notes in the principal amount of $338,250 and three-year warrants to
purchase an aggregate of 676,500 shares of the Registrant's common stock at an
exercise price of $0.50 per share. The convertible promissory notes bear
interest compounded monthly at the annual rate of ten percent (10%) and mature
on August 24, 2010. The aggregate gross proceeds to the Registrant were
$307,500. The convertible promissory notes are convertible at the option of the
holders into shares of common stock of the Registrant at a price per share equal
to eighty percent (80%) of the average of the three lowest closing bid prices of
the common stock as reported by Bloomberg L.P. for the principal market on which
the common stock trades or is quoted for the ten (10) trading days preceding the
proposed conversion date. Subject to adjustment as described in the note, the
conversion price may not be more than $0.25 nor less than $0.15

         Pursuant to the Subscription Agreement, the Registrant granted "piggy
back" registration rights to the Purchasers to include in any Form S-1
Registration Statement or similar registration statement filed by the Registrant
after August 24, 2009 (other than on a Form S-8 or S-4) the shares underlying
the warrants and the notes. Upon certain events, including events of default
under the notes, the Purchasers have a right to demand that the Registrant
redeem the notes at 120% of the face value of the notes.

         The foregoing description of the Subscription Agreement, the promissory
notes and the warrants does not purport to be complete and is qualified in its
entirety by the form of warrant attached hereto as Exhibit 4.1, the form of
Subscription Agreement attached hereto as Exhibit 10.1, and the form of
promissory note attached hereto as Exhibit 10.2, each of which is incorporated
herein by reference.

         As previously reported in the Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 2009, in July 2009, the Registrant issued a
convertible promissory note in the principal amount of $330,000 and a common
stock purchase warrant to an accredited investor on terms similar to the August
24, 2009 notes and warrants described herein. The July note is convertible into
shares of the Registrant's common stock at a price per share that is equal to
the lesser of (i) $0.25, or (ii) the average of the closing bid prices of the
common stock for the three days immediately preceding the conversion date,
subject in any case to a floor of $0.15 per share. The investor also received
warrants to purchase 600,000 shares of the Registrant's common stock at an
exercise price of $0.50 per share.



<PAGE>

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 promissory notes and warrants issued in connection with the
Subscription Agreement were issued in reliance on the exemption from
registration contained in Section 4(2) of the Securities Act of 1933, as
amended, and Rule 506 of Regulation D promulgated thereunder. Each Purchaser
represented to the Registrant that such Purchaser was an "accredited investor"
as such term is defined under Regulation D and the offering did not involve any
form of general solicitation or general advertising.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

EXHIBITS

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

4.1      Form of Common Stock Purchase Warrant
10.1     Form of Subscription Agreement
10.2     Form of Convertible Promissory Note




<PAGE>


                                   SIGNATURES

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

Date: August 25, 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-ex0401.txt
<DESCRIPTION>FORM OF COMMON STOCK PURCHASE WARRANT
<TEXT>
<PAGE>

Exhibit 4.1

(Warrant)

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

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

                          COMMON STOCK PURCHASE WARRANT

No.2009-A-001                                      Issue Date: August 24, 2009

         AETHLON MEDICAL, INC., a corporation organized under the laws of the
State of Nevada (the "COMPANY"), hereby certifies that, for value received,
__________________, or its assigns (the "HOLDER"), is entitled, subject to the
terms set forth below, to purchase from the Company at any time after the Issue
Date until 5:00 p.m., E.S.T on the third anniversary of the Issue Date (the
"EXPIRATION DATE"), up to ___________ fully paid and non-assessable shares of
Common Stock at a per share purchase price of $0.50. The aforedescribed purchase
price per share, as adjusted from time to time as herein provided, is referred
to herein as the "PURCHASE PRICE." 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 for some or all of the
Warrants, temporarily or permanently, provided such reduction is made as to all
outstanding Warrants for all Holders of such Warrants. Capitalized terms used
and not otherwise defined herein shall have the meanings set forth in that
certain Subscription Agreement (the "SUBSCRIPTION AGREEMENT"), dated as of
August 24, 2009, entered into by the Company, the Holder and the other
signatories thereto.

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

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

         (b) The term "COMMON STOCK" includes (i) the Company's Common Stock,
$0.001 par value per share, as authorized on the date of the Subscription
Agreement, and (ii) any other securities into which or for which any of the
securities described in (i) may be converted or exchanged pursuant to a plan of
recapitalization, reorganization, merger, sale of assets or otherwise.


<PAGE>


         (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.

         (d) The term "WARRANT SHARES" shall mean the Common Stock issuable upon
exercise of this Warrant.

         1. EXERCISE OF WARRANT.

            1.1. NUMBER OF SHARES ISSUABLE UPON EXERCISE. From and after
the Issue Date through and including the Expiration Date, the Holder hereof
shall be entitled to receive, upon exercise of this Warrant in whole in
accordance with the terms of SECTION 1.2 or upon exercise of this Warrant in
part in accordance with SECTION 1.3, shares of Common Stock of the Company,
subject to adjustment pursuant to SECTION 4 below and SECTIONS 11.4 and 12(B) of
the Subscription Agreement.

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

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

            1.4. FAIR MARKET VALUE. For purposes of this Warrant, the FAIR
MARKET VALUE of a share of Common Stock as of a particular date (the
"DETERMINATION DATE") shall mean:

                 (a) If the Company's Common Stock is traded on an
exchange or is quoted on the NASDAQ Global Market, NASDAQ Global Select Market,
the NASDAQ Capital Market, the New York Stock Exchange or the American Stock
Exchange, LLC, then the average of the closing sale prices of the Common Stock
for the five (5) Trading Days immediately prior to (but not including) the
Determination Date;

                 (b) If the Company's Common Stock is not traded on an
exchange or on the NASDAQ Global Market, NASDAQ Global Select Market, the NASDAQ
Capital Market, the New York Stock Exchange or the American Stock Exchange,
Inc., but is traded on the OTC Bulletin Board or in the over-the-counter market
or Pink Sheets, then the average of the closing bid and ask prices reported for
the five (5) Trading Days immediately prior to (but not including) the
Determination Date;

                 (c) Except as provided in clause (d) below and SECTION 3.1, if
the Company's Common Stock is not publicly traded, then as the Holder and the
Company agree, or in the absence of such an agreement, by arbitration in
accordance with the rules then standing of the American Arbitration Association,
before a single arbitrator to be chosen from a panel of persons qualified by
education and training to pass on the matter to be decided; or


<PAGE>

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

            1.5. 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.

            1.6. DELIVERY OF STOCK CERTIFICATES, ETC. ON EXERCISE. The Company
agrees that, provided the full purchase price listed in the Subscription Form is
received as specified in SECTION 1.2, the shares of Common Stock purchased upon
exercise of this Warrant shall be deemed to be issued to the Holder hereof as
the record owner of such shares as of the close of business on the date on which
delivery of a Subscription Form shall have occurred and payment made for such
shares as aforesaid. As soon as practicable after the exercise of this Warrant
in full or in part, and in any event within three (3) business days thereafter
("WARRANT SHARE DELIVERY DATE"), 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 non-assessable shares of Common Stock (or
Other Securities) to which such Holder shall be entitled on such exercise, plus,
in lieu of any fractional share to which such Holder would otherwise be
entitled, cash equal to such fraction multiplied by the then Fair Market Value
of one full share of Common Stock, together with any other stock or other
securities and property (including cash, where applicable) to which such Holder
is entitled upon such exercise pursuant to SECTION 1 or otherwise. The Company
understands that a delay in the delivery of the Warrant Shares after the Warrant
Share Delivery Date could result in economic loss to the Holder. As compensation
to the Holder for such loss, the Company agrees to pay (as liquidated damages
and not as a penalty) to the Holder for late issuance of Warrant Shares upon
exercise of this Warrant the proportionate amount of $100 per business day after
the Warrant Share Delivery Date for each $10,000 of Purchase Price of Warrant
Shares for which this Warrant is exercised which are not timely delivered. The
Company shall pay any payments incurred under this Section in immediately
available funds upon demand. Furthermore, in addition to any other remedies
which may be available to the Holder, in the event that the Company fails for
any reason to effect delivery of the Warrant Shares by the Warrant Share
Delivery Date, the Holder may revoke all or part of the relevant Warrant
exercise by delivery of a notice to such effect to the Company, whereupon the
Company and the Holder shall each be restored to their respective positions
immediately prior to the exercise of the relevant portion of this Warrant,
except that the liquidated damages described above shall be payable through the
date notice of revocation or rescission is given to the Company.

            1.7. BUY-IN. In addition to any other rights available to the
Holder, if the Company fails to deliver to a Holder the Warrant Shares as
required pursuant to this Warrant, and the Holder or a broker on the Holder's
behalf, purchases (in an open market transaction or otherwise) shares of common
stock to deliver in satisfaction of a sale by such Holder of the Warrant Shares
which the Holder was entitled to receive from the Company (a "BUY-IN"), then the
Company shall pay in cash to the Holder (in addition to any remedies available
to or elected by the Holder) the amount by which (A) the Holder's total purchase
price (including brokerage commissions, if any) for the shares of common stock
so purchased exceeds (B) the aggregate Purchase Price of the Warrant Shares
required to have been delivered together with interest thereon at a rate of 15%


<PAGE>

per annum, accruing until such amount and any accrued interest thereon is paid
in full (which amount shall be paid as liquidated damages and not as a penalty).
For example, if a Holder purchases shares of Common Stock having a total
purchase price of $11,000 to cover a Buy-In with respect to $10,000 of Purchase
Price of Warrant Shares to have been received upon exercise of this Warrant, the
Company shall be required to pay the Holder $1,000, plus interest. The Holder
shall provide the Company written notice indicating the amounts payable to the
Holder in respect of the Buy-In.

         2. CASHLESS EXERCISE.

                 (a) Payment upon exercise may be made at the option of the
Holder either in (i) cash, wire transfer or by certified or official bank check
payable to the order of the Company equal to the applicable aggregate Purchase
Price, (ii) by delivery of Common Stock issuable upon exercise of the Warrants
in accordance with Section (b) below or (iii) by a combination of any of the
foregoing methods, for the number of Common Stock specified in such form (as
such exercise number shall be adjusted to reflect any adjustment in the total
number of shares of Common Stock issuable to the holder per the terms of this
Warrant) and the holder shall thereupon be entitled to receive the number of
duly authorized, validly issued, fully-paid and non-assessable shares of Common
Stock (or Other Securities) determined as provided herein. Notwithstanding the
immediately preceding sentence, payment upon exercise may be made in the manner
described in Section 2(b) below, only with respect to Warrant Shares NOT
included for unrestricted public resale in an effective Registration Statement
on the date notice of exercise is given by the Holder.

                 (b) If the Fair Market Value of one share of Common Stock is
greater than the Purchase Price (at the date of calculation as set forth below),
in lieu of exercising this Warrant for cash, the holder may elect to receive
shares equal to the value (as determined below) of this Warrant (or the portion
thereof being cancelled) by delivery of a properly endorsed Subscription Form
delivered to the Company by any means described in SECTION 13, in which event
the Company shall issue to the holder a number of shares of Common Stock
computed using the following formula:

                           X=Y (A-B)
                             --------
                                A

                  Where  X =       the number of shares of Common Stock to be
                                   issued to the Holder

                         Y =       the number of shares of Common Stock
                                   purchasable under the Warrant or, if only a
                                   portion of the Warrant is being exercised,
                                   the portion of the Warrant being exercised
                                   (at the date of such calculation)

                         A =       Fair Market Value

                         B =       Purchase Price (as adjusted to the date of
                                   such calculation)

         For purposes of Rule 144 promulgated under the 1933 Act, it is
intended, understood and acknowledged that the Warrant Shares issued in a
cashless exercise transaction in the manner described above shall be deemed to
have been acquired by the Holder, and the holding period for the Warrant Shares
shall be deemed to have commenced, on the date this Warrant was originally
issued pursuant to the Subscription Agreement.

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

           3.1. FUNDAMENTAL TRANSACTION. If, at any time while this Warrant
is outstanding, (A) the Company effects any merger or consolidation of the
Company with or into another entity, (B) the Company effects any sale of all or
substantially all of its assets in one or a series of related transactions, (C)



<PAGE>

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

            3.2. 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,



<PAGE>

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.

            3.3 SHARE ISSUANCE. Until the Expiration Date, if the Company shall
issue any Common Stock except for the Excepted Issuances (as defined in the
Subscription Agreement), prior to the complete exercise of this Warrant for a
consideration less than the Purchase Price that would be in effect at the time
of such issuance, then, and thereafter successively upon each such issuance, the
Purchase Price shall be reduced to such other lower price for then outstanding
Warrants. For purposes of this adjustment, the issuance of any security or debt
instrument of the Company carrying the right to convert such security or debt
instrument into Common Stock or of any warrant, right or option to purchase
Common Stock shall result in an adjustment to the Purchase Price upon the
issuance of the above-described security, debt instrument, warrant, right, or
option if such issuance is at a price lower than the Purchase Price in effect
upon such issuance and again at any time upon any actual, permitted, optional,
or allowed issuances of shares of Common Stock upon any actual, permitted,
optional, or allowed exercise of such conversion or purchase rights if such
issuance is at a price lower than the Purchase Price in effect upon any actual,
permitted, optional, or allowed such issuance. Common Stock issued or issuable
by the Company for no consideration will be deemed issuable or to have been
issued for $0.001 per share of Common Stock.

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

         5. CERTIFICATE AS TO ADJUSTMENTS. In each case of any adjustment or
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise of the Warrants, the Company at its expense will promptly cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or readjustment in accordance with the terms of the Warrant and prepare a
certificate setting forth such adjustment or readjustment and showing in detail
the facts upon which such adjustment or readjustment is based, including a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to have been issued or sold, (b) the number of shares of Common Stock (or Other
Securities) outstanding or deemed to be outstanding, and (c) the Purchase Price
and the number of shares of Common Stock to be received upon exercise of this
Warrant, in effect immediately prior to such adjustment or readjustment and as
adjusted or readjusted as provided in this Warrant. The Company will forthwith
mail a copy of each such certificate to the Holder of the Warrant and any
Warrant Agent of the Company (appointed pursuant to SECTION 11 hereof).

         6. RESERVATION OF STOCK, ETC. ISSUABLE ON EXERCISE OF WARRANT;
FINANCIAL STATEMENTS. The Company will at all times reserve and keep available,
solely for issuance and delivery on the exercise of the Warrants, all shares of
Common Stock (or Other Securities) from time to time issuable on the exercise of
the Warrant. This Warrant entitles the Holder hereof, upon written request, to



<PAGE>

receive copies of all financial and other information distributed or required to
be distributed to the holders of the Company's Common Stock.

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

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

         9. REGISTRATION RIGHTS. The Holder of this Warrant has been granted
certain registration rights by the Company. These registration rights are set
forth in the Subscription Agreement. The terms of the Subscription Agreement are
incorporated herein by this reference.

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

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

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

         13. NOTICES. All notices, demands, requests, consents, approvals, and
other communications required or permitted hereunder shall be in writing and,
unless otherwise specified herein, shall be (i) personally served, (ii)
deposited in the mail, registered or certified, return receipt requested,
postage prepaid, (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed



<PAGE>

as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is
to be received) or (b) on the second business day following the date of mailing
by express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur. The addresses for
such communications shall be: if to the Company, to: Aethlon Medical, Inc., 3030
Bunker Hill Street, Suite 4000, San Diego, CA 92109, Attn: James A. Joyce, CEO,
facsimile: (858) 272-2738, with a copy by telecopier only to: Law Office of
Jennifer A. Post, 340 North Camden Drive, Suite 302, Beverly Hills, California
90210, Attn: Jennifer A. Post, Esq., facsimile: (800) 783-2983, and (ii) if to
the Holder, to the address and facsimile number listed on the first paragraph of
this Warrant, with a copy by fax only to: Grushko & Mittman, P.C., 551 Fifth
Avenue, Suite 1601, New York, New York 10176, facsimile: (212) 697-3575.

         14. LAW GOVERNING THIS WARRANT. This Warrant shall be governed by and
construed in accordance with the laws of the State of New York without regard to
principles of conflicts of laws. Any action brought by either party against the
other concerning the transactions contemplated by this Warrant shall be brought
only in the state courts of New York or in the federal courts located in the
state and county of New York. The parties to this Warrant hereby irrevocably
waive any objection to jurisdiction and venue of any action instituted hereunder
and shall not assert any defense based on lack of jurisdiction or venue or based
upon FORUM NON CONVENIENS. The Company and Holder waive trial by jury. The
prevailing party shall be entitled to recover from the other party its
reasonable attorney's fees and costs. In the event that any provision of this
Warrant or any other agreement delivered in connection herewith is invalid or
unenforceable under any applicable statute or rule of law, then such provision
shall be deemed inoperative to the extent that it may conflict therewith and
shall be deemed modified to conform with such statute or rule of law. Any such
provision which may prove invalid or unenforceable under any law shall not
affect the validity or enforceability of any other provision of any agreement.
Each party hereby irrevocably waives personal service of process and consents to
process being served in any suit, action or proceeding in connection with this
Agreement or any other Transaction Document by mailing a copy thereof via
registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this Agreement
and agrees that such service shall constitute good and sufficient service of
process and notice thereof. Nothing contained herein shall be deemed to limit in
any way any right to serve process in any other manner permitted by law.



                            [SIGNATURE PAGE FOLLOWS]




<PAGE>



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

                                           AETHLON MEDICAL, INC.



                                           By: _________________________
                                               Name:
                                               Title:




<PAGE>


                                    EXHIBIT A

                              FORM OF SUBSCRIPTION
                   (to be signed only on exercise of Warrant)
TO:  AETHLON MEDICAL, INC.
The undersigned, pursuant to the provisions set forth in the attached Warrant
(No.____), hereby irrevocably elects to purchase (check applicable box):

___      ________ shares of the Common Stock covered by such Warrant; or
___      the maximum number of shares of Common Stock covered by such Warrant
         pursuant to the cashless exercise procedure set forth in Section 2 of
         the Warrant.

The undersigned herewith makes payment of the full purchase price for such
shares at the price per share provided for in such Warrant, which is
$___________. Such payment takes the form of (check applicable box or boxes):

___      $__________ in lawful money of the United States; and/or
___      the cancellation of such portion of the attached Warrant as is
         exercisable for a total of _______ shares of Common Stock (using a Fair
         Market Value of $_______ per share for purposes of this calculation);
         and/or

___      the cancellation of such number of shares of Common Stock as is
         necessary, in accordance with the formula set forth in Section 2 of the
         Warrant, to exercise this Warrant with respect to the maximum number of
         shares of Common Stock purchasable pursuant to the cashless exercise
         procedure set forth in Section 2.

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


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

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

                                    ____________________________________________
                                    ____________________________________________
                                    (Address)



<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]

________________________________            ___________________________________
         (Name)                             ___________________________________
                                            (address)




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


                             SUBSCRIPTION AGREEMENT


         THIS SUBSCRIPTION AGREEMENT (this "AGREEMENT"), is dated as of August
24, 2009, by and between Aethlon Medical, Inc., a Nevada corporation (the
"COMPANY"), and the subscribers listed on SCHEDULE I hereto (the "SUBSCRIBERS").

         WHEREAS, the Company and the Subscribers are executing and delivering
this Agreement in reliance upon an exemption from securities registration
afforded by the provisions of Section 4(2), Section 4(6) and/or Regulation D
("REGULATION D") as promulgated by the United States Securities and Exchange
Commission (the "COMMISSION") under the Securities Act of 1933, as amended (the
"1933 ACT");

         WHEREAS, the parties desire that, upon the terms and subject to the
conditions contained herein, the Company shall issue and sell to the
Subscribers, as provided herein, and the Subscribers shall purchase for an
aggregate of $307,500 (the "PURCHASE PRICE") (i) $338,250 principal amount
("PRINCIPAL AMOUNT") of secured promissory notes of the Company ("NOTE" or
"NOTES"), a form of which is annexed hereto as EXHIBIT A, convertible into
shares of the Company's Common Stock, $0.001 par value (the "COMMON STOCK") at a
per share conversion price set forth in the Notes ("CONVERSION PRICE"); and (ii)
share purchase warrants (the "WARRANTS") in the form attached hereto as EXHIBIT
B, to purchase shares of the Company's Common Stock (the "WARRANT SHARES") (the
"OFFERING"). The Notes, shares of Common Stock issuable upon conversion of the
Notes (the "CONVERSION SHARES"), the Warrants and the Warrant Shares are
collectively referred to herein as the "SECURITIES."; and

         WHEREAS, the aggregate proceeds of the sale of the Notes and the
Warrants contemplated hereby shall be held in escrow by Grushko & Mittman, P.C.,
551 Fifth Avenue, Suite 1601, New York, New York 10176 (the "ESCROW AGENT")
pursuant to the terms of an Escrow Agreement to be executed by the parties
substantially in the form attached hereto as EXHIBIT C (the "ESCROW AGREEMENT").

         NOW, THEREFORE, in consideration of the mutual covenants and other
agreements contained in this Agreement the Company and the Subscribers hereby
agree as follows:

                  1. CLOSING DATE. The "CLOSING DATE" shall be the date that the
Purchase Price is transmitted by wire transfer or otherwise credited to or for
the benefit of the Company. The consummation of the transactions contemplated
herein is referred to as the "CLOSING". The Closing shall take place at the
offices of Grushko & Mittman, P.C., 551 Fifth Avenue, Suite 1601, New York, New
York 10176, upon the satisfaction or waiver of all conditions to closing set
forth in this Agreement. Subject to the satisfaction or waiver of the terms and
conditions of this Agreement, on the Closing Date, Subscribers shall purchase
and the Company shall sell to Subscribers the Notes and Warrants as described in
Section 2 of this Agreement.

                  2. NOTES. Subject to the satisfaction or waiver of the terms
and conditions of this Agreement, on the Closing Date, each Subscriber shall
purchase and the Company shall sell to the Subscriber a Note in the Principal
Amount designated on SCHEDULE I hereto for such Subscriber's Purchase Price
indicated thereon.

                  3. WARRANTS. On the Closing Date, the Company will issue and
deliver the Warrants to the Subscribers. Two Warrants will be issued for each
one Dollar of Note Principal Amount issued on the Closing Date. The exercise
price to acquire a Warrant Share upon exercise of a Warrant shall be equal to
$0.50, subject to reduction as described in the Warrants. The Warrants shall be
exercisable until three (3) years after the issue date of the Warrants.

                                       1

<PAGE>

                  4. SUBSCRIBER REPRESENTATIONS AND WARRANTIES. Each of the
Subscribers hereby represents and warrants to and agrees with the Company that:

                           (a) ORGANIZATION AND STANDING OF THE SUBSCRIBER.
Subscriber, to the extent applicable, is a corporation duly incorporated,
validly existing and in good standing under the laws of the jurisdiction of its
incorporation.

                           (b) AUTHORIZATION AND POWER. Subscriber has the
requisite power and authority to enter into and perform this Agreement and the
other Transaction Documents and to purchase the Note and Warrant being sold to
it hereunder. The execution, delivery and performance of this Agreement and the
other Transaction Documents by Subscriber and the consummation by it of the
transactions contemplated hereby and thereby have been duly authorized by all
necessary corporate action, and no further consent or authorization of
Subscriber or its Board of Directors or stockholders, if applicable, is
required. This Agreement and the other Transaction Documents have been duly
authorized, executed and when delivered by Subscriber and constitute, or shall
constitute when executed and delivered, a valid and binding obligation of
Subscriber, enforceable against Subscriber in accordance with the terms thereof.

                           (c) NO CONFLICTS. The execution, delivery and
performance of this Agreement and the other Transaction Documents and the
consummation by Subscriber of the transactions contemplated hereby and thereby
or relating hereto do not and will not (i) result in a violation of Subscriber's
charter documents, bylaws or other organizational documents, if applicable, (ii)
conflict with nor constitute a default (or an event which with notice or lapse
of time or both would become a default) under any agreement to which Subscriber
is a party, nor (iii) result in a violation of any law, rule, or regulation, or
any order, judgment or decree of any court or governmental agency applicable to
Subscriber or its properties (except for such conflicts, defaults and violations
as would not, individually or in the aggregate, have a material adverse effect
on Subscriber). Subscriber is not required to obtain any consent, authorization
or order of, or make any filing or registration with, any court or governmental
agency in order for it to execute, deliver or perform any of its obligations
under this Agreement and the other Transaction Documents nor to purchase the
Securities in accordance with the terms hereof, provided that for purposes of
the representation made in this sentence, Subscriber is assuming and relying
upon the accuracy of the relevant representations and agreements of the Company
herein.

                           (d) INFORMATION ON COMPANY. Such Subscriber has been
furnished with or has had access at the EDGAR Website of the Commission to the
Company's Form 10-KSB filed on July 2, 2009 for the fiscal year ended March 31,
2009, and the financial statements included therein, together with all
subsequent filings made with the Commission available at the EDGAR website
(hereinafter referred to collectively as the "REPORTS"). In addition, such
Subscriber may have received in writing from the Company such other information
concerning its operations, financial condition and other matters as such
Subscriber has requested in writing, identified thereon as OTHER WRITTEN
INFORMATION (such other information is collectively, the "OTHER WRITTEN
INFORMATION"), and considered all factors such Subscriber deems material in
deciding on the advisability of investing in the Securities.

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

                                       2

<PAGE>

                           (f) PURCHASE OF NOTES AND WARRANTS. On the Closing
Date, Subscriber will purchase its Note and Warrants as principal for its own
account for investment only and not with a view toward, or for resale in
connection with, the public sale or any distribution thereof.

                           (g) COMPLIANCE WITH SECURITIES ACT. Subscriber
understands and agrees that the Securities have not been registered under the
1933 Act or any applicable state securities laws, by reason of their issuance in
a transaction that does not require registration under the 1933 Act (based in
part on the accuracy of the representations and warranties of the Subscriber
contained herein), and that such Securities must be held indefinitely unless a
subsequent disposition is registered under the 1933 Act or any applicable state
securities laws or is exempt from such registration. In any event, and subject
to compliance with applicable securities laws, the Subscriber may enter into
lawful hedging transactions in the course of hedging the position they assume
and the Subscriber may also enter into lawful short positions or other
derivative transactions relating to the Securities, or interests in the
Securities, and deliver the Securities, or interests in the Securities, to close
out their short or other positions or otherwise settle other transactions, or
loan or pledge the Securities, or interests in the Securities, to third parties
who in turn may dispose of these Securities.

                           (h) CONVERSION SHARES AND WARRANT SHARES LEGEND. The
Conversion Shares and Warrant Shares shall bear the following or similar legend:

                  "THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS
                  CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
                  OF 1933, AS AMENDED, NOR APPLICABLE STATE SECURITIES LAWS. THE
                  SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR
                  ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION
                  STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933,
                  AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL
                  BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM,
                  THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II)
                  UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.
                  NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED
                  IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR
                  FINANCING ARRANGEMENT SECURED BY THE SECURITIES."

                           (i) NOTES AND WARRANTS LEGEND. The Notes and Warrants
shall bear the following legend:

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

                                       3

<PAGE>

                           (j) COMMUNICATION OF OFFER. The offer to sell the
Securities was directly communicated to Subscriber by the Company. At no time
was Subscriber presented with or solicited by any leaflet, newspaper or magazine
article, radio or television advertisement, or any other form of general
advertising or solicited or invited to attend a promotional meeting otherwise
than in connection and concurrently with such communicated offer.

                           (k) RESTRICTED SECURITIES. Subscriber understands
that the Securities have not been registered under the 1933 Act and Subscriber
will not sell, offer to sell, assign, pledge, hypothecate or otherwise transfer
any of the Securities unless pursuant to an effective registration statement
under the 1933 Act, or unless an exemption from registration is available.
Notwithstanding anything to the contrary contained in this Agreement, Subscriber
may transfer (without restriction and without the need for an opinion of
counsel) the Securities to its Affiliates (as defined below) provided that each
such Affiliate is an "accredited investor" under Regulation D and such Affiliate
agrees to be bound by the terms and conditions of this Agreement. For the
purposes of this Agreement, an "AFFILIATE" of any person or entity means any
other person or entity directly or indirectly controlling, controlled by or
under direct or indirect common control with such person or entity. Affiliate
includes each Subsidiary of the Company. For purposes of this definition,
"CONTROL" means the power to direct the management and policies of such person
or firm, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise.

                           (l) NO GOVERNMENTAL REVIEW. Subscriber understands
that no United States federal or state agency or any other governmental or state
agency has passed on or made recommendations or endorsement of the Securities or
the suitability of the investment in the Securities nor have such authorities
passed upon or endorsed the merits of the offering of the Securities.

                           (m) CORRECTNESS OF REPRESENTATIONS. Subscriber
represents that the foregoing representations and warranties are true and
correct as of the date hereof and, unless Subscriber otherwise notifies the
Company prior to the Closing Date, shall be true and correct as of the Closing
Date.

                           (n) SURVIVAL. The foregoing representations and
warranties shall survive the Closing Date.

                  5. COMPANY REPRESENTATIONS AND WARRANTIES. The Company
represents and warrants to and agrees with each Subscriber that:

                                       4

<PAGE>

                           (a) DUE INCORPORATION. The Company is a corporation
duly incorporated, validly existing and in good standing under the laws of the
jurisdiction of its incorporation and has the requisite corporate power to own
its properties and to carry on its business as presently conducted. The Company
is duly qualified as a foreign corporation to do business and is in good
standing in each jurisdiction where the nature of the business conducted or
property owned by it makes such qualification necessary, other than those
jurisdictions in which the failure to so qualify would not have a Material
Adverse Effect. The Company is not currently in good standing as a foreign
corporation in the State of California. The Company's lack of good standing as a
foreign corporation in the State of California does not have a Material Adverse
Affect on the Company. For purposes of this Agreement, a "MATERIAL ADVERSE
EFFECT" shall mean a material adverse effect on the financial condition, results
of operations, prospects, properties or business of the Company and its
Subsidiaries taken as a whole. For purposes of this Agreement, "SUBSIDIARY"
means, with respect to any entity at any date, any corporation, limited or
general partnership, limited liability company, trust, estate, association,
joint venture or other business entity of which more than 30% of (i) the
outstanding capital stock having (in the absence of contingencies) ordinary
voting power to elect a majority of the board of directors or other managing
body of such entity, (ii) in the case of a partnership or limited liability
company, the interest in the capital or profits of such partnership or limited
liability company or (iii) in the case of a trust, estate, association, joint
venture or other entity, the beneficial interest in such trust, estate,
association or other entity business is, at the time of determination, owned or
controlled directly or indirectly through one or more intermediaries, by such
entity. As of the Closing Date, all of the Company's Subsidiaries and the
Company's ownership interest therein is set forth on SCHEDULE 5(A).

                           (b) OUTSTANDING STOCK. All issued and outstanding
shares of capital stock and equity interests in the Company have been duly
authorized and validly issued and are fully paid and non-assessable.

                           (c) AUTHORITY; ENFORCEABILITY. This Agreement, the
Notes, Conversion Shares, Warrants, Security Agreement, the Escrow Agreement,
and any other agreements delivered together with this Agreement or in connection
herewith (collectively "TRANSACTION DOCUMENTS") have been duly authorized,
executed and delivered by the Company and are valid and binding agreements of
the Company enforceable in accordance with their terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights generally and
to general principles of equity. The Company has full corporate power and
authority necessary to enter into and deliver the Transaction Documents and to
perform its obligations thereunder.

                           (d) CAPITALIZATION AND ADDITIONAL ISSUANCES. The
authorized and outstanding capital stock of the Company and Subsidiaries on a
fully diluted basis as of the date of this Agreement and the Closing Date (not
including the Securities) are set forth on SCHEDULE 5(D). Except as set forth on
SCHEDULE 5(d), there are no options, warrants, or rights to subscribe to,
securities, rights, understandings or obligations convertible into or
exchangeable for or giving any right to subscribe for any shares of capital
stock or other equity interest of the Company or any of the Subsidiaries. The
only officer, director, employee and consultant stock option or stock incentive
plan or similar plan currently in effect or contemplated by the Company is
described on SCHEDULE 5(D). There are no outstanding agreements or preemptive or
similar rights affecting the Company's Common Stock.

                           (e) CONSENTS. No consent, approval, authorization or
order of any court, governmental agency or body or arbitrator having
jurisdiction over the Company, or any of its Affiliates, the OTC Bulletin Board
(the "BULLETIN BOARD") or the Company's shareholders is required for the
execution by the Company of the Transaction Documents and compliance and
performance by the Company of its obligations under the Transaction Documents,
including, without limitation, the issuance and sale of the Securities. The
Transaction Documents and the Company's performance of its obligations
thereunder have been unanimously approved by the Company's Board of Directors.
No consent, approval, order or authorization of, or registration, qualification,
designation, declaration or filing with, any governmental authority in the
world, including without limitation, the United States, or elsewhere is required
by the Company or any Affiliate of the Company in connection with the
consummation of the transactions contemplated by this Agreement, except as would
not otherwise have a Material Adverse Effect or the consummation of any of the
other agreements, covenants or commitments of the Company or any Subsidiary
contemplated by the other Transaction Documents. Any such qualifications and
filings will, in the case of qualifications, be effective on the Closing and
will, in the case of filings, be made within the time prescribed by law.


                                       5

<PAGE>

                           (f) NO VIOLATION OR CONFLICT. Assuming the
representations and warranties of the Subscriber in Section 4 are true and
correct, neither the issuance and sale of the Securities nor the performance of
the Company's obligations under this Agreement and all other agreements entered
into by the Company relating thereto by the Company will:

                                    (i) violate, conflict with, result in a
breach of, or constitute a default (or an event which with the giving of notice
or the lapse of time or both would be reasonably likely to constitute a default)
under (A) the articles or certificate of incorporation, charter or bylaws of the
Company, (B) to the Company's knowledge, any decree, judgment, order, law,
treaty, rule, regulation or determination applicable to the Company of any
court, governmental agency or body, or arbitrator having jurisdiction over the
Company or over the properties or assets of the Company or any of its
Affiliates, (C) the terms of any bond, debenture, note or any other evidence of
indebtedness, or any agreement, stock option or other similar plan, indenture,
lease, mortgage, deed of trust or other instrument to which the Company or any
of its Affiliates is a party, by which the Company or any of its Affiliates is
bound, or to which any of the properties of the Company or any of its Affiliates
is subject, or (D) the terms of any "lock-up" or similar provision of any
underwriting or similar agreement to which the Company, or any of its Affiliates
is a party except the violation, conflict, breach, or default of which would not
have a Material Adverse Effect; or

                                    (ii) result in the creation or imposition of
any lien, charge or encumbrance upon the Securities or any of the assets of the
Company or any of its Affiliates except in favor of Subscribers as described
herein; or

                                    (iii) except as set forth in SCHEDULE 5(F),
result in the activation of any anti-dilution rights or a reset or repricing of
any debt, equity or security instrument of any creditor or equity holder of the
Company, or the holder of the right to receive any debt, equity or security
instrument of the Company except for the Subscriber, nor result in the
acceleration of the due date of any obligation of the Company; or

                                    (iv) result in the triggering of any
piggy-back or other registration rights of any person or entity holding
securities of the Company or having the right to receive securities of the
Company.

                           (g) THE SECURITIES. The Securities upon issuance:

                                    (i) are, or will be, free and clear of any
security interests, liens, claims or other encumbrances, subject only to
restrictions upon transfer under the 1933 Act and any applicable state
securities laws;

                                    (ii) have been, or will be, duly and validly
authorized and on the dates of issuance of the Conversion Shares upon conversion
of the Notes, and the Warrant Shares upon exercise of the Warrants, such
Conversion Shares and Warrant Shares will be duly and validly issued, fully paid
and non-assessable and if registered pursuant to the 1933 Act and resold
pursuant to an effective registration statement or exempt from registration will
be free trading, unrestricted and unlegended;

                                    (iii) will not have been issued or sold in
violation of any preemptive or other similar rights of the holders of any
securities of the Company or rights to acquire securities of the Company;

                                    (iv) will not subject the holders thereof to
personal liability by reason of being such holders; and

                                       6

<PAGE>

                                    (v) assuming the representations and
warranties of the Subscribers as set forth in Section 4 hereof are true and
correct, will not result in a violation of Section 5 under the 1933 Act.

                           (h) LITIGATION. There is no pending or, to the best
knowledge of the Company, threatened action, suit, proceeding or investigation
before any court, governmental agency or body, or arbitrator having jurisdiction
over the Company, or any of its Affiliates that would affect the execution by
the Company or the complete and timely performance by the Company of its
obligations under the Transaction Documents. Except as disclosed in the Reports,
there is no pending or, to the best knowledge of the Company, basis for or
threatened action, suit, proceeding or investigation before any court,
governmental agency or body, or arbitrator having jurisdiction over the Company,
or any of its Affiliates which litigation if adversely determined would have a
Material Adverse Effect.

                           (i) NO MARKET MANIPULATION. The Company and its
Affiliates have not taken, and will not take, directly or indirectly, any action
designed to, or that might reasonably be expected to, cause or result in
stabilization or manipulation of the price of the Common Stock to facilitate the
sale or resale of the Securities or affect the price at which the Securities may
be issued or resold.

                           (j) INFORMATION CONCERNING COMPANY. The Reports and
Other Written Information contain all material information relating to the
Company and its operations and financial condition as of their respective dates
which information is required to be disclosed therein. Since March 31, 2009 and
except as modified in the Reports and Other Written Information or in the
Schedules hereto, there has been no Material Adverse Event relating to the
Company's business, financial condition or affairs. The Reports and Other
Written Information including the financial statements included therein do not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, taken
as a whole, not misleading in light of the circumstances and when made.

                           (k) SOLVENCY. Based on the financial condition of the
Company as of the Closing Date, (i) the Company's fair saleable value of its
assets exceeds the amount that will be required to be paid on or in respect of
the Company's existing debts and other liabilities (including known contingent
liabilities) as they mature; (ii) the Company's assets do not constitute
unreasonably small capital to carry on its business for the current fiscal year
as now conducted and as proposed to be conducted including its capital needs
taking into account the particular capital requirements of the business
conducted by the Company, and projected capital requirements and capital
availability thereof; and (iii) the current cash flow of the Company, together
with the proceeds the Company would receive, were it to liquidate all of its
assets, after taking into account all anticipated uses of the cash, would be
sufficient to pay all amounts on or in respect of its debt when such amounts are
required to be paid. The Company does not intend to incur debts beyond its
ability to pay such debts as they mature (taking into account the timing and
amounts of cash to be payable on or in respect of its debt).

                           (l) DEFAULTS. The Company is not in violation of its
articles of incorporation or bylaws. Except as set forth in SCHEDULE 5(L), the
Company is (i) not in default under or in violation of any other material
agreement or instrument to which it is a party or by which it or any of its
properties are bound or affected, which default or violation would have a
Material Adverse Effect, (ii) not in default with respect to any order of any
court, arbitrator or governmental body or subject to or party to any order of
any court or governmental authority arising out of any action, suit or
proceeding under any statute or other law respecting antitrust, monopoly,
restraint of trade, unfair competition or similar matters, or (iii) not in
violation of any statute, rule or regulation of any governmental authority which
violation would have a Material Adverse Effect.


                                       7

<PAGE>

                           (m) NO INTEGRATED OFFERING. Neither the Company, nor
any of its Affiliates, nor any person acting on its or their behalf, has
directly or indirectly made any offers or sales of any security of the Company
nor solicited any offers to buy any security of the Company under circumstances
that would cause the offer of the Securities pursuant to this Agreement to be
integrated with prior offerings by the Company for purposes of the 1933 Act or
any applicable stockholder approval provisions, including, without limitation,
under the rules and regulations of the Bulletin Board. No prior offering will
impair the exemptions relied upon in this Offering or the Company's ability to
timely comply with its obligations hereunder. Neither the Company nor any of its
Affiliates will take any action or steps that would cause the offer or issuance
of the Securities to be integrated with other offerings which would impair the
exemptions relied upon in this Offering or the Company's ability to timely
comply with its obligations hereunder. The Company will not conduct any offering
other than the transactions contemplated hereby that may be integrated with the
offer or issuance of the Securities that would impair the exemptions relied upon
in this Offering or the Company's ability to timely comply with its obligations
hereunder.

                           (n) NO GENERAL SOLICITATION. Neither the Company, nor
any of its Affiliates, nor to its knowledge, any person acting on its or their
behalf, has engaged in any form of general solicitation or general advertising
(within the meaning of Regulation D under the 1933 Act) in connection with the
offer or sale of the Securities.

                           (o) NO UNDISCLOSED LIABILITIES. The Company has no
liabilities or obligations which are material, individually or in the aggregate,
other than those incurred in the ordinary course of the Company businesses since
March 31, 2009 and which, individually or in the aggregate, would reasonably be
expected to have a Material Adverse Effect.

                           (p) NO UNDISCLOSED EVENTS OR CIRCUMSTANCES. Since
March 31, 2009, except as disclosed in the Reports and except as set forth in
SCHEDULE 5(P), no event or circumstance has occurred or exists with respect to
the Company or its businesses, properties, operations or financial condition,
that, under applicable law, rule or regulation, requires public disclosure or
announcement prior to the date hereof by the Company but which has not been so
publicly announced or disclosed in the Reports.

                           (q) BANKING. SCHEDULE 5(Q) contains a list of all
financial institutions at which the Company and Subsidiaries maintain deposit,
checking and other accounts. The list includes the accurate addresses of such
financial institutions and account numbers of such accounts.

                           (r) DILUTION. The Company's executive officers and
directors understand the nature of the Securities being sold hereby and
recognize that the issuance of the Securities will have a potential dilutive
effect on the equity holdings of other holders of the Company's equity or rights
to receive equity of the Company. The board of directors of the Company has
concluded, in its good faith business judgment, that the issuance of the
Securities is in the best interests of the Company. The Company specifically
acknowledges that its obligation to issue the Conversion Shares upon conversion
of the Notes and the Warrant Shares upon exercise of the Warrants is binding
upon the Company and enforceable regardless of the dilution such issuance may
have on the ownership interests of other shareholders of the Company or parties
entitled to receive equity of the Company.

                           (s) NO DISAGREEMENTS WITH ACCOUNTANTS AND LAWYERS.
There are no material disagreements of any kind presently existing, or
reasonably anticipated by the Company to arise between the Company and the
accountants and lawyers previously and presently employed by the Company,
including but not limited to disputes or conflicts over payment owed to such
accountants and lawyers, nor have there been any such disagreements during the
two years prior to the Closing Date.

                           (t) INVESTMENT COMPANY. Neither the Company nor any
Affiliate of the Company is an "investment company" within the meaning of the
Investment Company Act of 1940, as amended.

                                       8

<PAGE>

                           (u) FOREIGN CORRUPT PRACTICES. Neither the Company,
nor to the knowledge of the Company, any agent or other person acting on behalf
of the Company, has (i) directly or indirectly, used any funds for unlawful
contributions, gifts, entertainment or other unlawful expenses related to
foreign or domestic political activity, (ii) made any unlawful payment to
foreign or domestic government officials or employees or to any foreign or
domestic political parties or campaigns from corporate funds, (iii) failed to
disclose fully any contribution made by the Company (or made by any person
acting on its behalf of which the Company is aware) which is in violation of
law, or (iv) violated in any material respect any provision of the Foreign
Corrupt Practices Act of 1977, as amended.

                           (v) REPORTING COMPANY/SHELL COMPANY. The Company is a
publicly-held company subject to reporting obligations pursuant to Section 13 of
the Securities Exchange Act of 1934, as amended (the "1934 ACT") and has a class
of Common Stock registered pursuant to Section 12(g) of the 1934 Act. Pursuant
to the provisions of the 1934 Act, the Company has timely filed all reports and
other materials required to be filed thereunder with the Commission during the
preceding twelve months. As of the Closing Date, the Company is not a "shell
company" but is a "former shell company" as those terms are employed in Rule 144
under the 1933 Act.

                           (w) LISTING. The Company's Common Stock is quoted on
the Bulletin Board under the symbol AEMD. The Company has not received any
pending oral or written notice that its Common Stock is not eligible nor will
become ineligible for quotation on the Bulletin Board nor that its Common Stock
does not meet all requirements for the continuation of such quotation and (ii)
the Company satisfies all the requirements for the continued quotation of its
Common Stock on the Bulletin Board.

                           (x) DTC STATUS. The Company's transfer agent is a
participant in, and the Common Stock is eligible for transfer pursuant to, the
Depository Trust Company Automated Securities Transfer Program. The name,
address, telephone number, fax number, contact person and email address of the
Company transfer agent is set forth on SCHEDULE 5(X) hereto.

                           (y) COMPANY PREDECESSOR AND SUBSIDIARIES. Except as
set forth in SCHEDULE 5(A), the Company makes each of the representations
contained in Sections 5(a), (b), (c), (d), (e), (f), (h), (j), (l), (o), (p),
(q), (s), (t) and (u) of this Agreement, as same relate or could be applicable
to each Subsidiary. All representations made by or relating to the Company of a
historical or prospective nature and all undertakings described in Sections 9(g)
through 9(l) shall relate, apply and refer to the Company and its predecessors
and successors. The Company represents that it owns all of the equity of the
Subsidiaries and rights to receive equity of the Subsidiaries identified on
SCHEDULE 5(A), free and clear of all liens, encumbrances and claims. No person
or entity other than the Company has the right to receive any equity interest in
the Subsidiaries. The Company further represents that the Subsidiaries have not
been known by any other name for the prior five years.

                           (z) CORRECTNESS OF REPRESENTATIONS. The Company
represents that the foregoing representations and warranties are true and
correct as of the date hereof in all material respects, and, unless the Company
otherwise notifies the Subscribers prior to the Closing Date, shall be true and
correct in all material respects as of the Closing Date; provided, that, if such
representation or warranty is made as of a different date, in which case such
representation or warranty shall be true as of such date.

                           (AA) SURVIVAL. The foregoing representations and
warranties shall survive the Closing Date.


                                       9

<PAGE>

                  6. REGULATION D OFFERING/LEGAL OPINION. The offer and issuance
of the Securities to the Subscribers is being made pursuant to the exemption
from the registration provisions of the 1933 Act afforded by Section 4(2) or
Section 4(6) of the 1933 Act and/or Rule 506 of Regulation D promulgated
thereunder. On the Closing Date, the Company will provide an opinion reasonably
acceptable to the Subscribers from the Company's legal counsel opining on the
availability of an exemption from registration under the 1933 Act as it relates
to the offer and issuance of the Securities and other matters reasonably
requested by Subscribers. A form of the legal opinion is annexed hereto as
EXHIBIT D. The Company will provide, at the Company's expense, to the Subscriber
such other legal opinions, if any, as are reasonably necessary in each
Subscriber's and such counsel's opinion for the issuance and resale of the
Conversion Shares and Warrant Shares pursuant to an effective registration
statement, Rule 144 under the 1933 Act or an exemption from registration.

                  7.1. CONVERSION OF NOTES.

                           (a) Upon the conversion of a Note or part thereof,
the Company shall, at its own cost and expense, take all necessary action,
including obtaining and delivering an opinion of counsel, to assure that the
Company's transfer agent shall issue stock certificates in the name of a
Subscriber (or its permitted nominee) or such other persons as designated by
Subscriber and in such denominations to be specified at conversion representing
the number of shares of Common Stock issuable upon such conversion. The Company
warrants that no instructions other than these instructions have been or will be
given to the transfer agent of the Company's Common Stock and that the
certificates representing such shares shall contain no legend other than the
legend set forth in Section 4(h). If and when a Subscriber sells the Conversion
Shares, assuming (i) a registration statement including such Conversion Shares
for registration has been filed with the Commission, is effective and the
prospectus, as supplemented or amended, contained therein is current and (ii)
Subscriber or its agent confirms in writing to the transfer agent that
Subscriber has complied with the prospectus delivery requirements, the Company
will reissue the Conversion Shares without restrictive legend and the Conversion
Shares will be free-trading, and freely transferable. In the event that the
Conversion Shares are sold in a manner that complies with an exemption from
registration, the Company will promptly instruct its counsel to issue to the
transfer agent an opinion permitting removal of the legend indefinitely, if
pursuant to Rule 144(b)(1)(i) of the 1933 Act, provided that Subscriber delivers
all reasonably requested representations in support of such opinion.

                           (b) Each Subscriber will give notice of its decision
to exercise its right to convert its Note, interest, or part thereof by
telecopying or otherwise delivering a completed Notice of Conversion (a form of
which is annexed as EXHIBIT A to the Note) to the Company via confirmed
telecopier transmission or otherwise pursuant to Section 13(a) of this
Agreement. Subscriber will not be required to surrender the Note until the Note
has been fully converted or satisfied. Each date on which a Notice of Conversion
is telecopied to the Company in accordance with the provisions hereof by 6 PM
Eastern Time ("ET") (or if received by the Company after 6 PM ET, then the next
business day) shall be deemed a "CONVERSION DATE." The Company will itself or
cause the Company's transfer agent to transmit the Company's Common Stock
certificates representing the Conversion Shares issuable upon conversion of the
Note to Subscriber via express courier for receipt by Subscriber within five (5)
business days after the Conversion Date (such fifth day being the "DELIVERY
DATE"). In the event the Conversion Shares are electronically transferable, then
delivery of the Shares MUST be made by electronic transfer provided request for
such electronic transfer has been made by the Subscriber. A Note representing
the balance of the Note not so converted will be provided by the Company to
Subscriber if requested by Subscriber, provided Subscriber delivers the original
Note to the Company.

                           (c) The Company understands that a delay in the
delivery of the Conversion Shares in the form required pursuant to Section 7.1
hereof later than the Delivery Date could result in economic loss to the
Subscribers. As compensation to Subscribers for such loss, the Company agrees to
pay (as liquidated damages and not as a penalty) to each applicable Subscriber
for late issuance of Conversion Shares in the form required pursuant to Section
7.1 hereof upon Conversion of the Note, the amount of $100 per business day
after the Delivery Date for each $10,000 of Note principal amount and interest
(and proportionately for other amounts) being converted of the corresponding
Conversion Shares which are not timely delivered. The Company shall pay any
payments incurred under this Section upon demand. Furthermore, in addition to
any other remedies which may be available to the Subscribers, in the event that
the Company fails for any reason to effect delivery of the Conversion Shares
within seven (7) business days after the Delivery Date, the relevant Subscriber
will be entitled to revoke all or part of the relevant Notice of Conversion by
delivery of a notice to such effect to the Company whereupon the Company and
Subscriber shall each be restored to their respective positions immediately
prior to the delivery of such notice, except that the damages payable in
connection with the Company's default shall be payable through the date notice
of revocation or rescission is given to the Company.


                                       10

<PAGE>

                  7.2. MANDATORY REDEMPTION AT SUBSCRIBER'S ELECTION. Upon the
occurrence of an Event of Default (as defined in the Note or in this Agreement),
that continues for more than twenty (20) business days, (iii) a Change in
Control (as defined below), or (iv) of the liquidation, dissolution or winding
up of the Company, then at the Subscriber's election, the Company must pay to
each Subscriber ten (30) business days after request by each Subscriber
("CALCULATION PERIOD"), a sum of money determined by multiplying up to the
outstanding principal amount of the Note designated by each such Subscriber by
120%, plus accrued but unpaid interest ("MANDATORY REDEMPTION PAYMENT"). The
Mandatory Redemption Payment must be received by each Subscriber not later than
thirty (30) business days after request ("MANDATORY REDEMPTION PAYMENT DATE").
Upon receipt of the Mandatory Redemption Payment, the corresponding Note
principal and interest will be deemed paid and no longer outstanding. For
purposes of this Section 7.1, "CHANGE IN CONTROL" shall mean (i) the Company no
longer having a class of shares publicly traded or listed on a Principal Market
(as defined in Section 9(b)), (ii) the Company becoming a Subsidiary of another
entity (other than a corporation formed by the Company for purposes of
reincorporation in another U.S. jurisdiction), (iii) a majority of the board of
directors of the Company as of the Closing Date no longer serving as directors
of the Company except due to natural causes, and (iv) the sale, lease or
transfer of substantially all the assets of the Company or Subsidiaries.

                  7.3. MAXIMUM CONVERSION. A Subscriber shall not be entitled to
convert on a Conversion Date that amount of a Note nor may the Company make any
payment including principal, interest, or liquidated or other damages by
delivery of Conversion Shares in connection with that number of Conversion
Shares which would be in excess of the sum of (i) the number of shares of Common
Stock beneficially owned by such Subscriber and its Affiliates on a Conversion
Date or payment date, and (ii) the number of Conversion Shares issuable upon the
conversion of the Note with respect to which the determination of this provision
is being made on a calculation date, which would result in beneficial ownership
by Subscriber and its Affiliates of more than 4.99% of the outstanding shares of
Common Stock of the Company on such Conversion Date. For the purposes of the
immediately preceding sentence, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as
amended, and Rule 13d-3 thereunder. Subject to the foregoing, the Subscriber
shall not be limited to aggregate conversions of only 4.99% and aggregate
conversions by the Subscriber may exceed 4.99%. The Subscriber may increase the
permitted beneficial ownership amount up to 9.99% upon and effective after 61
days prior written notice to the Company. Subscriber may allocate which of the
equity of the Company deemed beneficially owned by Subscriber shall be included
in the 4.99% amount described above and which shall be allocated to the excess
above 4.99%.

                  7.4. INJUNCTION POSTING OF BOND. In the event a Subscriber
shall elect to convert a Note or part thereof, the Company may not refuse
conversion based on any claim that Subscriber or any one associated or
affiliated with Subscriber has been engaged in any violation of law, or for any
other reason, unless, a final non-appealable injunction from a court made on
notice to Subscriber, restraining and or enjoining conversion of all or part of
such Note shall have been sought and obtained by the Company or the Company has
posted a surety bond for the benefit of Subscriber in the amount of 120% of the
outstanding principal and accrued but unpaid interest of the Note, or aggregate
purchase price of the Conversion Shares which are sought to be subject to the
injunction, which bond shall remain in effect until the completion of
arbitration/litigation of the dispute and the proceeds of which shall be payable
to Subscriber to the extent the judgment or decision is in Subscriber's favor.


                                       11

<PAGE>

                  7.5. BUY-IN. In addition to any other rights available to
Subscribers, if the Company fails to deliver to a Subscriber Conversion Shares
by the Delivery Date and if after the Delivery Date Subscriber or a broker on
Subscriber's behalf purchases (in an open market transaction or otherwise)
shares of Common Stock to deliver in satisfaction of a sale by Subscriber of the
Common Stock which Subscriber was entitled to receive upon such conversion (a
"BUY-IN"), then the Company shall pay to Subscriber (in addition to any remedies
available to or elected by the Subscriber) the amount by which (A) Subscriber's
total purchase price (including brokerage commissions, if any) for the shares of
Common Stock so purchased exceeds (B) the aggregate principal and/or interest
amount of the Note for which such conversion request was not timely honored
together with interest thereon at a rate of 15% per annum, accruing until such
amount and any accrued interest thereon is paid in full (which amount shall be
paid as liquidated damages and not as a penalty). For example, if a Subscriber
purchases shares of Common Stock having a total purchase price of $11,000 to
cover a Buy-In with respect to an attempted conversion of $10,000 of Note
principal and/or interest, the Company shall be required to pay Subscriber
$1,000 plus interest. Subscriber shall provide the Company written notice and
evidence indicating the amounts payable to Subscriber in respect of the Buy-In.

                  7.6 ADJUSTMENTS. The Conversion Price, Warrant exercise price
and amount of Conversion Shares and Warrant Shares shall be equitably adjusted
and as otherwise described in this Agreement, the Notes and Warrants.

                  7.7. REDEMPTION. The Note shall not be redeemable or callable
by the Company, except as described in the Note.

                  8. FEES.

                           (a) COMMISSION. The Company on the one hand, and each
Subscriber (for himself only) on the other hand, agree to indemnify the other
against and hold the other harmless from any and all liabilities to any persons
claiming brokerage commissions or finder's fees on account of services purported
to have been rendered on behalf of the indemnifying party in connection with
this Agreement or the transactions contemplated hereby or in connection with any
investment in the Company at any time, whether or not such investment was
consummated and arising out of such party's actions. The Company represents that
there are no parties entitled to receive fees, commissions, or similar payments
in connection with the Offering.

                           (b) SUBSCRIBER'S LEGAL FEES. The Company shall pay to
Grushko & Mittman, P.C., a fee of $7,500 ("SUBSCRIBER'S LEGAL FEES") as
reimbursement for services rendered to the Subscribers in connection with this
Agreement and the purchase and sale of the Notes and Warrants (the "OFFERING").
The Subscriber's Legal Fees and expenses will be payable out of funds held
pursuant to the Escrow Agreement.

                  9. COVENANTS OF THE COMPANY. The Company covenants and agrees
with the Subscribers as follows:

                           (a) STOP ORDERS. Subject to the prior notice
requirement described in Section 9(n), the Company will advise the Subscribers,
within twenty-four hours after it receives notice of issuance by the Commission,
any state securities commission or any other regulatory authority of any stop
order or of any order preventing or suspending any offering of any securities of
the Company, or of the suspension of the qualification of the Common Stock of
the Company for offering or sale in any jurisdiction, or the initiation of any
proceeding for any such purpose. The Company will not issue any stop transfer
order or other order impeding the sale, resale or delivery of any of the
Securities, except as may be required by any applicable federal or state
securities laws and unless contemporaneous notice of such instruction is given
to the Subscribers.


                                       12

<PAGE>

                           (b) LISTING/QUOTATION. The Company shall promptly
secure the quotation or listing of the Conversion Shares and Warrant Shares upon
each national securities exchange, or automated quotation system upon which the
Company's Common Stock is quoted or listed and upon which such Conversion Shares
and Warrant Shares are or become eligible for quotation or listing (subject to
official notice of issuance) and shall maintain same so long as any Notes and
Warrants are outstanding. The Company will maintain the quotation or listing of
its Common Stock on the American Stock Exchange, Nasdaq Capital Market, Nasdaq
Global Market, Nasdaq Global Select Market, Bulletin Board, or New York Stock
Exchange (whichever of the foregoing is at the time the principal trading
exchange or market for the Common Stock (the "PRINCIPAL MARKET"), and will
comply in all respects with the Company's reporting, filing and other
obligations under the bylaws or rules of the Principal Market, as applicable.
The Company will provide Subscribers with copies of all notices it receives
notifying the Company of the threatened and actual delisting of the Common Stock
from any Principal Market. As of the date of this Agreement and the Closing
Date, the Bulletin Board is and will be the Principal Market.

                           (c) MARKET REGULATIONS. If required, the Company
shall notify the Commission, the Principal Market and applicable state
authorities, in accordance with their requirements, of the transactions
contemplated by this Agreement, and shall take all other necessary action and
proceedings as may be required and permitted by applicable law, rule and
regulation, for the legal and valid issuance of the Securities to the
Subscribers and promptly provide copies thereof to the Subscribers.

                           (d) FILING REQUIREMENTS. From the date of this
Agreement and until the last to occur of (i) all the Conversion Shares have been
resold or transferred by the Subscribers pursuant to a registration statement or
pursuant to Rule 144(b)(1)(i), or (ii) the Notes and Warrants are no longer
outstanding (the date of such latest occurrence being the "END DATE"), the
Company will (A) cause its Common Stock to continue to be registered under
Section 12(b) or 12(g) of the 1934 Act, (B) comply in all respects with its
reporting and filing obligations under the 1934 Act, (C) voluntarily comply with
all reporting requirements that are applicable to an issuer with a class of
shares registered pursuant to Section 12(g) of the 1934 Act, if the Company is
not subject to such reporting requirements, and (D) comply with all requirements
related to any registration statement filed pursuant to this Agreement. The
Company will use its best efforts not to take any action or file any document
(whether or not permitted by the 1933 Act or the 1934 Act or the rules
thereunder) to terminate or suspend such registration or to terminate or suspend
its reporting and filing obligations under said acts until the End Date. Until
the End Date, the Company will continue the listing or quotation of the Common
Stock on a Principal Market and will comply in all respects with the Company's
reporting, filing and other obligations under the bylaws or rules of the
Principal Market. The Company agrees to timely file a Form D with respect to the
Securities if required under Regulation D and to provide a copy thereof to
Subscribers promptly after such filing.

                           (e) USE OF PROCEEDS. The proceeds of the Offering
will be substantially employed by the Company for general working capital. The
Purchase Price may not and will not be used for accrued and unpaid officer and
director salaries, payment of financing related debt, redemption of outstanding
notes or equity instruments of the Company nor non-trade obligations outstanding
on the Closing Date. For so long as any Note is outstanding, the Company will
not prepay any financing related debt obligations, except equipment payments,
nor redeem any equity instruments of the Company without the prior consent of
the Subscribers.

                           (f) RESERVATION. Prior to the Closing, the Company
undertakes to reserve on behalf of Subscribers from its authorized but unissued
Common Stock, a number of shares of Common Stock equal to 150% of the amount of
Common Stock necessary to allow Subscribers to be able to convert the entire
Notes and 100% of the amount of Warrant Shares issuable upon exercise of the
Warrants ("REQUIRED RESERVATION"). Failure to have sufficient shares reserved
pursuant to this Section 9(f) at any time shall be a material default of the
Company's obligations under this Agreement and an Event of Default under the
Notes. If at any time Notes and Warrants are outstanding the Company has
insufficient Common Stock reserved on behalf of the Subscribers in an amount
less than 125% of the amount necessary for full conversion of the outstanding
Notes principal and interest at the conversion price that would be in effect on
every such date and 100% of the Warrant Shares ("MINIMUM REQUIRED RESERVATION"),
the Company will promptly reserve the Minimum Required Reservation, or if there
are insufficient authorized and available shares of Common Stock to do so, the
Company will take all action necessary to increase its authorized capital to be
able to fully satisfy its reservation requirements hereunder, including the
filing of a preliminary proxy with the Commission not later than fifteen
business days after the first day the Company has less than the Minimum Required
Reservation. The Company agrees to provide notice to the Subscribers not later
than three days after the date the Company has less than the Minimum Required
Reservation reserved on behalf of the Subscriber.


                                       13

<PAGE>

                           (g) DTC PROGRAM. At all times that Notes or Warrants
are outstanding, the Company will employ as the transfer agent for the Common
Stock, Conversion Shares and Warrant Shares a participant in the Depository
Trust Company Automated Securities Transfer Program.

                           (h) TAXES. From the date of this Agreement and until
the End Date, the Company will promptly pay and discharge, or cause to be paid
and discharged, when due and payable, all lawful taxes, assessments and
governmental charges or levies imposed upon the income, profits, property or
business of the Company; provided, however, that any such tax, assessment,
charge or levy need not be paid if the validity thereof shall currently be
contested in good faith by appropriate proceedings and if the Company shall have
set aside on its books adequate reserves with respect thereto, and provided,
further, that the Company will pay all such taxes, assessments, charges or
levies forthwith upon the commencement of proceedings to foreclose any lien
which may have attached as security therefore.

                           (i) INSURANCE. From the date of this Agreement and
until the End Date, the Company will keep its assets which are of an insurable
character insured by financially sound and reputable insurers against loss or
damage by fire, explosion and other risks customarily insured against by
companies in the Company's line of business and location, in amounts and to the
extent and in the manner customary for companies in similar businesses similarly
situated and located and to the extent available on commercially reasonable
terms.

                           (j) BOOKS AND RECORDS. From the date of this
Agreement and until the End Date, the Company will keep true records and books
of account in which full, true and correct entries will be made of all dealings
or transactions in relation to its business and affairs in accordance with
generally accepted accounting principles applied on a consistent basis.

                           (k) GOVERNMENTAL AUTHORITIES. From the date of this
Agreement and until the End Date, the Company shall duly observe and conform in
all material respects to all valid requirements of governmental authorities
relating to the conduct of its business or to its properties or assets.

                           (l) INTELLECTUAL PROPERTY. From the date of this
Agreement and until the End Date, the Company shall maintain in full force and
effect its corporate existence, rights and franchises and all licenses and other
rights to use intellectual property owned or possessed by it and reasonably
deemed to be necessary to the conduct of its business, unless it is sold for
value.

                           (m) PROPERTIES. From the date of this Agreement and
until the End Date, the Company will keep its properties in good repair, working
order and condition, reasonable wear and tear excepted, and from time to time
make all necessary and proper repairs, renewals, replacements, additions and
improvements thereto; and the Company will at all times comply with each
provision of all leases and claims to which it is a party or under which it
occupies or has rights to property if the breach of such provision could
reasonably be expected to have a Material Adverse Effect. The Company will not
abandon any of its assets except for those assets which have negligible or
marginal value or for which it is prudent to do so under the circumstances.


                                       14

<PAGE>

                           (n) CONFIDENTIALITY/PUBLIC ANNOUNCEMENT. From the
date of this Agreement and until the End Date, the Company agrees that except in
connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement
or statements regarding the Subscribers' Securities or in correspondence with
the Commission regarding same, it will not disclose publicly or privately the
identity of the Subscribers unless expressly agreed to in writing by Subscribers
or only to the extent required by law and then only upon not less than three
days prior notice to Subscribers. In any event and subject to the foregoing, the
Company undertakes to file a Form 8-K describing the Offering not later than the
first (1st) business day after the Closing Date. Prior to the filing date of
such Form 8-K, a draft in the final form will be provided to Subscribers for
Subscribers' review and approval. In the Form 8-K, the Company will specifically
disclose the amount of Common Stock outstanding immediately after the Closing.
Upon delivery by the Company to the Subscribers after the Closing Date of any
notice or information, in writing, electronically or otherwise, and while a
Note, Conversion Shares or Warrants are held by Subscribers, unless the Company
has in good faith determined that the matters relating to such notice do not
constitute material, nonpublic information relating to the Company or
Subsidiaries, the Company shall within one business day after any such delivery
publicly disclose such material, nonpublic information on a Report on Form 8-K.
IN THE EVENT THAT THE COMPANY BELIEVES THAT A NOTICE OR COMMUNICATION TO
SUBSCRIBERS CONTAINS MATERIAL, NONPUBLIC INFORMATION RELATING TO THE COMPANY OR
SUBSIDIARIES, THE COMPANY SHALL SO INDICATE TO SUBSCRIBERS PRIOR TO DELIVERY OF
SUCH NOTICE OR INFORMATION. SUBSCRIBERS WILL BE GRANTED SUFFICIENT TIME TO
NOTIFY THE COMPANY THAT SUBSCRIBERS ELECTS NOT TO RECEIVE SUCH INFORMATION. IN
SUCH CASE, THE COMPANY WILL NOT DELIVER SUCH INFORMATION TO SUBSCRIBERS. IN THE
ABSENCE OF ANY SUCH INDICATION, SUBSCRIBERS SHALL BE ALLOWED TO PRESUME THAT ALL
MATTERS RELATING TO SUCH NOTICE AND INFORMATION DO NOT CONSTITUTE MATERIAL,
NONPUBLIC INFORMATION RELATING TO THE COMPANY OR SUBSIDIARIES.

                           (o) NON-PUBLIC INFORMATION. THE COMPANY COVENANTS AND
AGREES THAT EXCEPT FOR THE REPORTS, OTHER WRITTEN INFORMATION AND SCHEDULES AND
EXHIBITS TO THIS AGREEMENT AND THE TRANSACTION DOCUMENTS, WHICH INFORMATION THE
COMPANY UNDERTAKES TO PUBLICLY DISCLOSE ON THE FORM 8-K DESCRIBED IN SECTION
9(N) ABOVE, NEITHER IT NOR ANY OTHER PERSON ACTING ON ITS BEHALF WILL AT ANY
TIME PROVIDE SUBSCRIBERS OR ITS AGENTS OR COUNSEL WITH ANY INFORMATION THAT THE
COMPANY BELIEVES CONSTITUTES MATERIAL NON-PUBLIC INFORMATION, UNLESS PRIOR
THERETO SUBSCRIBERS SHALL HAVE AGREED IN WRITING TO ACCEPT SUCH INFORMATION. THE
COMPANY UNDERSTANDS AND CONFIRMS THAT SUBSCRIBERS SHALL BE RELYING ON THE
FOREGOING REPRESENTATIONS IN EFFECTING TRANSACTIONS IN SECURITIES OF THE
COMPANY.

                           (p) NEGATIVE COVENANTS. So long as a Note is
outstanding, without the consent of the Subscribers, the Company will not and
will not permit any of its Subsidiaries to directly or indirectly:

                                    (i) create, incur, assume or suffer to exist
any pledge, hypothecation, assignment, deposit arrangement, lien, charge, claim,
security interest, security title, mortgage, security deed or deed of trust,
easement or encumbrance, or preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever (including any lease
or title retention agreement, any financing lease having substantially the same
economic effect as any of the foregoing, and the filing of, or agreement to
give, any financing statement perfecting a security interest under the Uniform
Commercial Code or comparable law of any jurisdiction) (each, a "LIEN") upon any
of its property, whether now owned or hereafter acquired except for: (A) the
Excepted Issuances (as defined in Section 12(a) hereof), and (B) (a) Liens
imposed by law for taxes that are not yet due or are being contested in good
faith and for which adequate reserves have been established in accordance with
generally accepted accounting principles; (b) carriers', warehousemen's,
mechanics', material men's, repairmen's and other like Liens imposed by law,
arising in the ordinary course of business and securing obligations that are not
overdue by more than 30 days or that are being contested in good faith and by
appropriate proceedings; (c) pledges and deposits made in the ordinary course of
business in compliance with workers' compensation, unemployment insurance and
other social security laws or regulations; (d) deposits to secure the
performance of bids, trade contracts, leases, statutory obligations, surety and
appeal bonds, performance bonds and other obligations of a like nature, in each
case in the ordinary course of business; (e) Liens created with respect to the
financing of the purchase of new property in the ordinary course of the
Company's business up to the amount of the purchase price of such property; and
(f) easements, zoning restrictions, rights-of-way and similar encumbrances on
real property imposed by law or arising in the ordinary course of business that
do not secure any monetary obligations and do not materially detract from the
value of the affected property (each of (a) through (f), a "PERMITTED LIEN");


                                       15

<PAGE>

                                    (ii) amend its certificate of incorporation,
bylaws or its charter documents so as to materially and adversely affect any
rights of the Subscribers (an increase in the amount of authorized shares and an
increase in the number of directors will not be deemed adverse to the rights of
the Subscribers);

                                    (iii) repay, repurchase or offer to repay,
repurchase or otherwise acquire or make any dividend or distribution in respect
of any of its Common Stock, preferred stock, or other equity securities other
than to the extent permitted or required under the Transaction Documents;

                                    (iv) prepay or redeem any financing related
debt or past due obligations or securities outstanding as of the Closing Date,
or past due obligations (except with respect to vendor obligations, or any such
obligations which in management's good faith, reasonable judgment must be repaid
to avoid disruption of the Company's businesses).

                           (q) SENIORITY. Except for Permitted Liens, until the
Notes are fully satisfied or converted, the Company shall not grant nor allow
any security interest to be taken in any assets of the Company or any Subsidiary
or any Subsidiary's assets; nor issue any debt, equity or other instrument which
would give the holder thereof directly or indirectly, a right in any assets of
the Company or any Subsidiary or any right to payment equal to or superior to
any right of the Subscribers as holders of the Notes in or to such assets or
payment, nor issue or incur any debt not in the ordinary course of business.

                           (r) NOTICES. For so long as the Subscribers hold any
Securities, the Company will maintain a United States address and United States
fax number for notice purposes under the Transaction Documents.

                  10. COVENANTS OF THE COMPANY REGARDING INDEMNIFICATION.

                           (a) INDEMNIFICATION. The Company agrees to indemnify,
hold harmless, reimburse and defend the Subscribers, the Subscribers' officers,
directors, agents, counsel, Affiliates, members, managers, control persons, and
principal shareholders, against any claim, cost, expense, liability, obligation,
loss or damage (including reasonable legal fees) of any nature, incurred by or
imposed upon the Subscribers or any such person which results, arises out of or
is based upon (i) any material misrepresentation by Company or breach of any
representation or warranty by Company in this Agreement or in any Exhibits or
Schedules attached hereto in any Transaction Document, or other agreement
delivered pursuant hereto or in connection herewith, now or after the date
hereof; or (ii) after any applicable notice and/or cure periods, any breach or
default in performance by the Company of any covenant or undertaking to be
performed by the Company hereunder, or any other agreement entered into by the
Company and Subscribers relating hereto.

                           (b) INDEMNIFICATION PROCEDURES. Promptly after
receipt by an indemnified party hereunder of notice of the commencement of any
action, such indemnified party shall, if a claim in respect thereof is to be
made against the indemnifying party hereunder, notify the indemnifying party in
writing thereof, but the omission so to notify the indemnifying party shall not
relieve it from any liability which it may have to such indemnified party other
than under this Section 10(b) and shall only relieve it from any liability which
it may have to such indemnified party under this Section 10(b), except and only
if and to the extent the indemnifying party is prejudiced by such omission. In
case any such action shall be brought against any indemnified party and it shall
notify the indemnifying party of the commencement thereof, the indemnifying
party shall be entitled to participate in and, to the extent it shall wish, to
assume and undertake the defense thereof with counsel satisfactory to such
indemnified party, and, after notice from the indemnifying party to such
indemnified party of its election so to assume and undertake the defense
thereof, the indemnifying party shall not be liable to such indemnified party
under this Section 10(b) for any legal expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation and of liaison with counsel so selected, provided,
however, that, if the defendants in any such action include both the indemnified
party and the indemnifying party and the indemnifying party shall have
reasonably concluded that there may be reasonable defenses available to
indemnified party which are different from or additional to those available to
the indemnifying party or if the interests of the indemnified party reasonably
may be deemed to conflict with the interests of the indemnifying party, the
indemnified parties, as a group, shall have the right to select one separate
counsel, reasonably satisfactory to the indemnified and indemnifying party, and
to assume such legal defenses and otherwise to participate in the defense of
such action, with the reasonable expenses and fees of such separate counsel and
other expenses related to such participation to be reimbursed by the
indemnifying party as incurred.


                                       16

<PAGE>

                  11. ADDITIONAL POST-CLOSING OBLIGATIONS.

                  11.1. PIGGY-BACK REGISTRATIONS. If at any time until two years
after the Closing Date there is not an effective registration statement
registering all of the Warrant Shares and the Company shall determine to prepare
and file with the Commission a registration statement relating to an offering
for its own account or the account of others under the 1933 Act of any of its
equity securities, , but excluding Forms S-4 or S-8 and similar forms which do
not permit such registration, then the Company shall send to each holder of any
of the Securities written notice of such determination and, if within fifteen
calendar days after receipt of such notice, any such holder shall so request in
writing, the Company shall include in such registration statement all or any
part of the Conversion Shares such holder requests to be registered, subject to
customary underwriter cutbacks applicable to all holders of registration rights.
The obligations of the Company under this Section may be waived by any holder of
any of the Securities entitled to registration rights under this Section 11.1.
The holders whose Conversion Shares are included or required to be included in
such registration statement are granted the same rights, benefits, liquidated or
other damages and indemnification granted to other holders of securities
included in such registration statement. Notwithstanding anything to the
contrary herein, the registration rights granted hereunder to the holders of
Securities shall not be applicable for such times as such Conversion Shares may
be sold by the holder thereof without restriction pursuant to Section 144(b)(1)
of the 1933 Act. In no event shall the liability of any holder of Securities or
permitted successor in connection with any Conversion Shares included in any
such registration statement be greater in amount than the dollar amount of the
net proceeds actually received by such Subscriber upon the sale of the
Conversion Shares sold pursuant to such registration or such lesser amount
applicable to other holders of Securities included in such registration
statement. All expenses incurred by the Company in complying with Section 11,
including, without limitation, all registration and filing fees, printing
expenses (if required), fees and disbursements of counsel and independent public
accountants for the Company, fees and expenses (including reasonable counsel
fees) incurred in connection with complying with state securities or "blue sky"
laws, fees of the NASD, transfer taxes, and fees of transfer agents and
registrars, are called "REGISTRATION EXPENSES." All underwriting discounts and
selling commissions applicable to the sale of Registrable Securities are called
"SELLING EXPENSES." The Company will pay all Registration Expenses in connection
with the registration statement under Section 11. Selling Expenses in connection
with each registration statement under Section 11 shall be borne by the holder
and will be apportioned among such holders in proportion to the number of Shares
included therein for a holder relative to all the Securities included therein
for all selling holders, or as all holders may agree

                  11.2. DELIVERY OF UNLEGENDED SHARES.

                           (a) Within three (3) business days (such third
business day being the "UNLEGENDED SHARES DELIVERY DATE") after the business day
on which the Company has received (i) a notice that Conversion Shares, or any
other Common Stock held by Subscriber has been sold pursuant to a registration
statement or Rule 144 under the 1933 Act, (ii) a representation that the
prospectus delivery requirements, or the requirements of Rule 144, as applicable
and if required, have been satisfied, (iii) the original share certificates
representing the shares of Common Stock that have been sold, and (iv) in the
case of sales under Rule 144, customary representation letters of the Subscriber
and, if required, Subscriber's broker regarding compliance with the requirements
of Rule 144, the Company at its expense, (y) shall deliver, and shall cause
legal counsel selected by the Company to deliver to its transfer agent (with
copies to Subscriber) an appropriate instruction and opinion of such counsel,
directing the delivery of shares of Common Stock without any legends including
the legend set forth in Section 4(h) above (the "UNLEGENDED SHARES"); and (z)
cause the transmission of the certificates representing the Unlegended Shares
together with a legended certificate representing the balance of the submitted
Common Stock certificate, if any, to the Subscriber at the address specified in
the notice of sale, via express courier, by electronic transfer or otherwise on
or before the Unlegended Shares Delivery Date.


                                       17

<PAGE>

                           (b) In lieu of delivering physical certificates
representing the Unlegended Shares, upon request of Subscriber, so long as the
certificates therefor do not bear a legend and the Subscriber is not obligated
to return such certificate for the placement of a legend thereon, the Company
shall cause its transfer agent to electronically transmit the Unlegended Shares
by crediting the account of Subscriber's prime broker with the Depository Trust
Company through its Deposit Withdrawal Agent Commission system, if such transfer
agent participates in such DWAC system. Such delivery must be made on or before
the Unlegended Shares Delivery Date.

                           (c) The Company understands that a delay in the
delivery of the Unlegended Shares pursuant to Section 11 hereof later than the
Unlegended Shares Delivery Date could result in economic loss to a Subscriber.
As compensation to a Subscriber for such loss, the Company agrees to pay late
payment fees (as liquidated damages and not as a penalty) to the Subscriber for
late delivery of Unlegended Shares in the amount of $100 per business day after
the Delivery Date for each $10,000 of purchase price of the Unlegended Shares
subject to the delivery default. If during any 360 day period, the Company fails
to deliver Unlegended Shares as required by this Section 11.2 for an aggregate
of thirty days, then each Subscriber or assignee holding Securities subject to
such default may, at its option, require the Company to redeem all or any
portion of the Shares subject to such default at a price per share equal to the
greater of (i) 120%, or (ii) a fraction in which the numerator is the highest
closing price of the Common Stock during the aforedescribed thirty day period
and the denominator of which is the lowest conversion price during such thirty
day period, multiplied by the price paid by Subscriber for such Common Stock
("UNLEGENDED REDEMPTION AMOUNT"). The Company shall pay any payments incurred
under this Section in immediately available funds upon demand.

                           (d) In the event a Subscriber shall request delivery
of Unlegended Shares as described in Section 11.2 and the Company is required to
deliver such Unlegended Shares pursuant to Section 11.2, the Company may not
refuse to deliver Unlegended Shares based on any claim that such Subscriber or
any one associated or affiliated with such Subscriber has been engaged in any
violation of law, or for any other reason, unless, an injunction or temporary
restraining order from a court, on notice, restraining and or enjoining delivery
of such Unlegended Shares shall have been sought and obtained by the Company and
the Company has posted a surety bond for the benefit of such Subscriber in the
amount of 120% of the amount of the aggregate purchase price of the Common Stock
which are subject to the injunction or temporary restraining order, which bond
shall remain in effect until the completion of arbitration/litigation of the
dispute and the proceeds of which shall be payable to such Subscriber to the
extent Subscriber obtains judgment in Subscriber's favor.

                           (e) In addition to any other rights available to
Subscriber, if the Company fails to deliver to a Subscriber Unlegended Shares as
required pursuant to this Agreement and after the Unlegended Shares Delivery
Date, the Subscriber or a broker on the Subscriber's behalf, purchases (in an
open market transaction or otherwise) shares of common stock to deliver in
satisfaction of a sale by such Subscriber of the shares of Common Stock which
the Subscriber was entitled to receive from the Company (a "BUY-IN"), then the
Company shall pay in cash to the Subscriber (in addition to any remedies
available to or elected by the Subscriber) the amount by which (A) the
Subscriber's total purchase price (including brokerage commissions, if any) for
the shares of common stock so purchased exceeds (B) the aggregate purchase price
of the shares of Common Stock delivered to the Company for reissuance as
Unlegended Shares together with interest thereon at a rate of 15% per annum
accruing until such amount and any accrued interest thereon is paid in full
(which amount shall be paid as liquidated damages and not as a penalty). For
example, if a Subscriber purchases shares of Common Stock having a total
purchase price of $11,000 to cover a Buy-In with respect to $10,000 of purchase
price of shares of Common Stock delivered to the Company for reissuance as
Unlegended Shares, the Company shall be required to pay the Subscriber $1,000,
plus interest. The Subscriber shall provide the Company written notice
indicating the amounts payable to the Subscriber in respect of the Buy-In.


                                       18

<PAGE>

                  11.3. 144 DEFAULT. In the event commencing six months after
the Closing Date and ending twenty-four months thereafter, the Subscriber is not
permitted to resell any of the Conversion Shares without any restrictive legend
or if such sales are permitted but subject to volume limitations or further
restrictions on resale as a result of the unavailability to Subscriber of Rule
144(b)(1)(i) under the 1933 Act or any successor rule (a "144 DEFAULT"), for any
reason except for Subscriber's status as an Affiliate or "control person" of the
Company, or as a result of a change in current applicable securities laws, then
the Company shall pay such Subscriber as liquidated damages and not as a penalty
an amount equal to two percent (2%) for each thirty days (or such lesser
pro-rata amount for any period less than thirty days) thereafter of the purchase
price of the Conversion Shares subject to such 144 Default during the pendency
of the 144 Default. Liquidated Damages shall not be payable pursuant to this
Section 11.3 in connection with Shares for such times as such Shares may be sold
by the holder thereof without volume or other restrictions pursuant to Section
144(b)(1)(i) of the 1933 Act or pursuant to an effective registration statement.

                  12. (a) RIGHT OF FIRST REFUSAL. For so long as any amount
remains outstanding on the Notes, the Subscribers shall be given not less than
fifteen (15) business days prior written notice of any proposed sale by the
Company of its common stock or other securities or equity linked debt
obligations, except in connection with the Excepted Issuances [as defined in
Section 12(b)]. If Subscribers elect to exercise their rights pursuant to this
Section 12(a), Subscribers shall have the right during the fifteen (15) business
days following receipt of the notice to purchase in the aggregate up to all of
such offered common stock, debt or other securities in accordance with the terms
and conditions set forth in the notice of sale relative to each other in
proportion to the amount principal of the Notes to be issued to them on the
Closing Date. In the event such terms and conditions are modified during the
notice period, Subscribers shall be given prompt notice of such modification and
shall have the right during the fifteen (15) business days following the notice
of modification to exercise such right.

                           (b) FAVORED NATIONS PROVISION. Other than in
connection with (i) full or partial consideration in connection with a strategic
merger, acquisition, consolidation or purchase of substantially all of the
securities or assets of a corporation or other entity which holders of such
securities or debt are not at any time granted registration rights, (ii) the
Company's issuance of securities in connection with strategic license agreements
and other partnering arrangements so long as such issuances are not for the
purpose of raising capital and which holders of such securities or debt are not
at any time granted registration rights, (iii) the Company's issuance of Common
Stock or the issuances or grants of options to purchase Common Stock to
employees, directors, and consultants, pursuant to plans described on SCHEDULE
5(D) as such plans are constituted on the Closing Date, (iv) securities upon the
exercise or exchange of or conversion of any securities exercisable or
exchangeable for or convertible into shares of Common Stock issued and
outstanding on the date of this Agreement on the terms in effect on the Closing
Date including the permissible amendment thereof after the Closing Date, and
described on SCHEDULE 5(D), and (v) as a result of the exercise of Warrants or
conversion of Notes which are granted or issued pursuant to this Agreement
(collectively, the foregoing (i) through (v) are "EXCEPTED Issuances"), if at
any time the Notes or Warrants are outstanding, the Company shall agree to or
issue (the "LOWER PRICE ISSUANCE") any Common Stock or securities convertible
into or exercisable for shares of Common Stock (or modify any of the foregoing
which may be outstanding) to any person or entity at a price per share or
conversion or exercise price per share which shall be less than the Conversion
Price in effect at such time, or if less than the Warrant exercise price in
effect at such time, without the consent of the Subscribers, then the Conversion
Price and Warrant exercise price shall automatically be reduced to such other
lower price. The average Purchase Price of the Conversion Shares and average
exercise price in relation to the Warrant Shares shall be calculated separately
for the Conversion Shares and Warrant Shares. Common Stock issued or issuable by
the Company for no consideration or for consideration that cannot be determined
at the time of issue will be deemed issuable or to have been issued for $0.001
per share of Common Stock. The rights of Subscribers set forth in this Section
12 are in addition to any other rights the Subscribers have pursuant to this
Agreement, the Notes, any Transaction Document, and any other agreement referred
to or entered into in connection herewith or to which Subscribers and Company
are parties.

                                       19

<PAGE>

                           (c) MAXIMUM EXERCISE OF RIGHTS. In the event the
exercise of the rights described in Section 12(a) and Section 12(b) would or
could result in the issuance of an amount of Common Stock of the Company that
would exceed the maximum amount that may be issued to Subscribers calculated in
the manner described in Section 7.3 of this Agreement, then the issuance of such
additional shares of Common Stock of the Company to Subscribers will be deferred
in whole or in part until such time as Subscribers are able to beneficially own
such Common Stock without exceeding the applicable maximum amount set forth
calculated in the manner described in Section 7.3 of this Agreement and notifies
the Company accordingly.

                  13.MISCELLANEOUS.

                           (a) 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, CA 92109, Attn: James A. Joyce, CEO, facsimile: (858) 272-2738, with a
copy by telecopier only to: Law Office of Jennifer A. Post, 340 North Camden
Drive, Suite 302, Beverly Hills, California 90210, Attn: Jennifer A. Post, Esq.,
facsimile: (800) 783-2983, and (ii) if to the Subscribers, to: the addresses and
fax numbers indicated on SCHEDULE I hereto, with an additional copy by fax only
to: Grushko & Mittman, P.C., 551 Fifth Avenue, Suite 1601, New York, New York
10176, facsimile: (212) 697-3575.

                           (b) ENTIRE AGREEMENT; ASSIGNMENT. This Agreement and
other documents delivered in connection herewith represent the entire agreement
between the parties hereto with respect to the subject matter hereof and may be
amended only by a writing executed by both parties. Neither the Company nor the
Subscribers has relied on any representations not contained or referred to in
this Agreement and the documents delivered herewith. No right or obligation of
the Company shall be assigned without prior notice to and the written consent of
the Subscribers.

                           (c) COUNTERPARTS/EXECUTION. This Agreement may be
executed in any number of counterparts and by the different signatories hereto
on separate counterparts, each of which, when so executed, shall be deemed an
original, but all such counterparts shall constitute but one and the same
instrument. This Agreement may be executed by facsimile signature and delivered
by electronic transmission.


                                       20

<PAGE>

                           (d) LAW GOVERNING THIS AGREEMENT. This Agreement
shall be governed by and construed in accordance with the laws of the State of
New York without regard to principles of conflicts of laws. Any action brought
by either party against the other concerning the transactions contemplated by
this Agreement shall be brought only in the state courts of New York or in the
federal courts located in the state and county of New York. The parties to this
Agreement hereby irrevocably waive any objection to jurisdiction and venue of
any action instituted hereunder and shall not assert any defense based on lack
of jurisdiction or venue or based upon FORUM NON CONVENIENS. THE PARTIES
EXECUTING THIS AGREEMENT AND OTHER AGREEMENTS REFERRED TO HEREIN OR DELIVERED IN
CONNECTION HEREWITH ON BEHALF OF THE COMPANY AGREE TO SUBMIT TO THE IN PERSONAM
JURISDICTION OF SUCH COURTS AND HEREBY IRREVOCABLY WAIVE TRIAL BY JURY. The
prevailing party shall be entitled to recover from the other party its
reasonable attorney's fees and costs. In the event that any provision of this
Agreement or any other agreement delivered in connection herewith is invalid or
unenforceable under any applicable statute or rule of law, then such provision
shall be deemed inoperative to the extent that it may conflict therewith and
shall be deemed modified to conform with such statute or rule of law. Any such
provision which may prove invalid or unenforceable under any law shall not
affect the validity or enforceability of any other provision of any agreement.
Each party hereby irrevocably waives personal service of process and consents to
process being served in any suit, action or proceeding in connection with this
Agreement or any other Transaction Document by mailing a copy thereof via
registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this Agreement
and agrees that such service shall constitute good and sufficient service of
process and notice thereof. Nothing contained herein shall be deemed to limit in
any way any right to serve process in any other manner permitted by law.

                           (e) SPECIFIC ENFORCEMENT, CONSENT TO JURISDICTION.
The Company and Subscribers acknowledge and agree that irreparable damage would
occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached. It
is accordingly agreed that the parties shall be entitled to seek an injunction
or injunctions to prevent or cure breaches of the provisions of this Agreement
and to enforce specifically the terms and provisions hereof, this being in
addition to any other remedy to which any of them may be entitled by law or
equity. Subject to Section 13(d) hereof, the Company hereby irrevocably waives,
and agrees not to assert in any such suit, action or proceeding, any claim that
it is not personally subject to the jurisdiction in New York of such court, that
the suit, action or proceeding is brought in an inconvenient forum or that the
venue of the suit, action or proceeding is improper. Nothing in this Section
shall affect or limit any right to serve process in any other manner permitted
by law.

                           (f) DAMAGES. In the event the Subscriber is entitled
to receive any liquidated damages pursuant to the Transactions Documents, the
Subscriber may elect to receive the greater of actual damages or such liquidated
damages.

                           (g) MAXIMUM PAYMENTS. Nothing contained herein or in
any document referred to herein or delivered in connection herewith shall be
deemed to establish or require the payment of a rate of interest or other
charges in excess of the maximum permitted by applicable law. In the event that
the rate of interest or dividends required to be paid or other charges hereunder
exceed the maximum permitted by such law, any payments in excess of such maximum
shall be credited against amounts owed by the Company to the Subscribers and
thus refunded to the Company.

                           (h) CALENDAR DAYS. All references to "days" in the
Transaction Documents shall mean calendar days unless otherwise stated. The
terms "business days" and "trading days" shall mean days that the New York Stock
Exchange is open for trading for three or more hours. Time periods shall be
determined as if the relevant action, calculation or time period were occurring
in New York City. Any deadline that falls on a non-business day in any of the
Transaction Documents shall be automatically extended to the next business day
and interest, if any, shall be calculated and payable through such extended
period.


                                       21

<PAGE>

                           (i) CAPTIONS: CERTAIN DEFINITIONS. The captions of
the various sections and paragraphs of this Agreement have been inserted only
for the purposes of convenience; such captions are not a part of this Agreement
and shall not be deemed in any manner to modify, explain, enlarge or restrict
any of the provisions of this Agreement. As used in this Agreement the term
"PERSON" shall mean and include an individual, a partnership, a joint venture, a
corporation, a limited liability company, a trust, an unincorporated
organization and a government or any department or agency thereof.

                           (j) CONSENT. As used in this Agreement and the
Transaction Documents and any other agreement delivered in connection herewith,
"consent of the Subscribers" or similar language means the consent of holders of
not less than 70% of the outstanding principal amount of the Notes on the date
consent is requested (such amount being a "MAJORITY IN INTEREST"). A Majority in
Interest may consent to take or forebear from any action permitted under or in
connection with the Transaction Documents, modify any Transaction Documents or
waive any default or requirement applicable to the Company, Subsidiaries or
Subscribers under the Transaction Documents provided the effect of such action
does not waive any accrued interest or damages and further provided that the
relative rights of the Subscribers to each other remains unchanged.

                           (k) SEVERABILITY. In the event that any term or
provision of this Agreement shall be finally determined to be superseded,
invalid, illegal or otherwise unenforceable pursuant to applicable law by an
authority having jurisdiction and venue, that determination shall not impair or
otherwise affect the validity, legality or enforceability: (i) by or before that
authority of the remaining terms and provisions of this Agreement, which shall
be enforced as if the unenforceable term or provision were deleted, or (ii) by
or before any other authority of any of the terms and provisions of this
Agreement.

                           (l) SUCCESSOR LAWS. References in the Transaction
Documents to laws, rules, regulations and forms shall also include successors to
and functionally equivalent replacements of such laws, rules, regulations and
forms. A successor rule to Rule 144(b)(1)(i) shall include any rule that would
be available to a non-Affiliate of the Company for the sale of Common Stock not
subject to volume restrictions and after a six month holding period.

                           (m) ALLOCATION OF PURCHASE PRICE. The Purchase Price
will be allocated among the components of the Securities so that each component
of the Securities will be fully paid and non-assessable.

                           (n) MAXIMUM LIABILITY. In no event shall the
liability of the Subscribers or permitted successor hereunder or under any
Transaction Document or other agreement delivered in connection herewith be
greater in amount than the dollar amount of the net proceeds actually received
by such Subscriber or successor upon the sale of Registrable Securities (as
defined herein).



                            [SIGNATURE PAGE FOLLOWS]


                                       22

<PAGE>



                  SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (A)
                  --------------------------------------------


         Please acknowledge your acceptance of the foregoing Subscription
Agreement by signing and returning a copy to the undersigned whereupon it shall
become a binding agreement between us.

                                             AETHLON MEDICAL, INC.
                                             a Nevada corporation




                                             By: _______________________________
                                                 Name:
                                                 Title:

                                             Dated: August ___, 2009



<TABLE>
<S>                 <C>
- -------------------------------------- ---------------------- --------------------- ------------------------
SUBSCRIBER                             PURCHASE PRICE         PRINCIPAL AMOUNT      WARRANTS
- -------------------------------------- ---------------------- --------------------- ------------------------




- -----------------------------------------------
By:

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



                                       23

<PAGE>



                  SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (B)
                  --------------------------------------------


         Please acknowledge your acceptance of the foregoing Subscription
Agreement by signing and returning a copy to the undersigned whereupon it shall
become a binding agreement between us.



                                             AETHLON MEDICAL, INC.
                                             a Nevada corporation




                                             By: _______________________________
                                                 Name:
                                                 Title:

                                             Dated: August ___, 2009

<TABLE>
<S>            <C>

- ----------------------------------------------- --------------------- ----------------------- ------------------------
SUBSCRIBER                                      PURCHASE PRICE        NOTE PRINCIPAL          WARRANTS
- ----------------------------------------------- --------------------- ----------------------- ------------------------




- ---------------------------------------------
By:


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




                                       24

<PAGE>


                                   SCHEDULE I
                                   ----------



   --------------------------------------------------- ---------------------- ------------------- ---------------------
   SUBSCRIBER AND ADDRESS                              PURCHASE PRICE         NOTE PRINCIPAL      WARRANT SHARES
   --------------------------------------------------- ---------------------- ------------------- ---------------------

   --------------------------------------------------- ---------------------- ------------------- ---------------------
   TOTALS                                              $307,500.00            $338,250.00         676,500
   --------------------------------------------------- ---------------------- ------------------- ---------------------


</TABLE>

                                       25

<PAGE>


                         LIST OF EXHIBITS AND SCHEDULES
                         ------------------------------



         Exhibit A                  Form of Note

         Exhibit B                  Form of Warrant

         Exhibit C                  Escrow Agreement

         Exhibit D                  Form of Legal Opinion

         Schedule I                 List of Subscribers

         Schedule 5(a)              Subsidiaries

         Schedule 5(d)              Capitalization and Additional Issuances

         Schedule 5(q)              Banking

         Schedule 5(x)              Transfer Agent





                                       26

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>aethlon_8kex10-2.txt
<DESCRIPTION>FORM OF CONVERTIBLE PROMISSORY NOTE
<TEXT>
<PAGE>

EXHIBIT 10.2

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

PRINCIPAL AMOUNT: $________                       ISSUE DATE: AUGUST 24, 2009
PURCHASE PRICE: $__________


                           CONVERTIBLE PROMISSORY NOTE
                           ---------------------------

         FOR VALUE RECEIVED, AETHLON MEDICAL, INC., a Nevada corporation
(hereinafter called "BORROWER"), hereby promises to pay to the order of
_______________ (the "HOLDER"), without demand, the sum of _____________ Dollars
($_________.00) ("PRINCIPAL AMOUNT"), with interest accruing thereon, on August
24, 2010 (the "MATURITY Date"), if not sooner paid.

         This Note has been entered into pursuant to the terms of a subscription
agreement between the Borrower, the Holder and the other signatories thereto
("OTHER HOLDERS") dated at or about the date hereof (the "SUBSCRIPTION
AGREEMENT"), who have been issued Notes pursuant to the Subscription Agreement
("OTHER NOTES") and shall be governed by the terms of such Subscription
Agreement. Unless otherwise separately defined herein, all capitalized terms
used in this Note shall have the same meaning as is set forth in the
Subscription Agreement. The following terms shall apply to this Note:

                                    ARTICLE I

                               GENERAL PROVISIONS

         1.1 INTEREST RATE. Interest payable on this Note shall accrue at the
annual rate of ten percent (10%) and be payable on the Maturity Date,
accelerated or otherwise, when the principal and remaining accrued but unpaid
interest shall be due and payable, or sooner as described below.

         1.2 PAYMENT GRACE PERIOD. The Borrower shall not have any grace period
to pay any monetary amounts due under this Note. During the pendency of an Event
of Default (as described in Article III), a default interest rate of fifteen
percent (15%) per annum shall be in effect.

         1.3 CONVERSION PRIVILEGES. The Conversion Rights set forth in ARTICLE
II shall remain in full force and effect immediately from the date hereof and
until the Note is paid in full regardless of the occurrence of an Event of
Default. This Note shall be payable in full on the Maturity Date, unless
previously converted into Common Stock in accordance with ARTICLE II hereof.

                                       1

<PAGE>

                                   ARTICLE II

                                CONVERSION RIGHTS

         The Holder shall have the right to convert the principal and any
interest due under this Note into Shares of the Borrower's Common Stock, $.001
par value per share ("COMMON STOCK") as set forth below.

         2.1. CONVERSION INTO THE BORROWER'S COMMON STOCK.

                  (a) The Holder shall have the right from and after the date of
the issuance of this Note and then at any time until this Note is fully paid, to
convert any outstanding and unpaid principal portion of this Note, and accrued
interest, at the election of the Holder (the date of giving of such notice of
conversion being a "CONVERSION DATE") into fully paid and non-assessable shares
of Common Stock as such stock exists on the date of issuance of this Note, or
any shares of capital stock of Borrower into which such Common Stock shall
hereafter be changed or reclassified, at the conversion price as defined in
SECTION 2.1(b) hereof (the "CONVERSION PRICE"), determined as provided herein.
Upon delivery to the Borrower of a completed Notice of Conversion, a form of
which is annexed hereto as EXHIBIT A, Borrower shall issue and deliver to the
Holder within three (3) business days after the Conversion Date (such third day
being the "DELIVERY DATE") that number of shares of Common Stock for the portion
of the Note converted in accordance with the foregoing. At the election of the
Holder, the Borrower will deliver accrued but unpaid interest on the Note, if
any, through the Conversion Date directly to the Holder on or before the
Delivery Date. The number of shares of Common Stock to be issued upon each
conversion of this Note shall be determined by dividing that portion of the
principal of the Note and interest, if any, to be converted, by the Conversion
Price.

                  (b) Subject to adjustment as provided in SECTION 2.1(c)
hereof, the conversion price per share shall be equal to eighty percent (80%) of
the average of the three lowest closing bid prices of the Common Stock as
reported by Bloomberg L.P. for the Principal Market for the ten (10) trading
days preceding the Conversion Date. Subject to adjustment as described herein,
the Conversion Price may not be more than $0.25 nor less than $0.15.

                  (c) The Conversion Price and number and kind of shares or
other securities to be issued upon conversion determined pursuant to SECTION
2.1(a), shall be subject to adjustment from time to time upon the happening of
certain events while this conversion right remains outstanding, as follows:

                           A. MERGER, SALE OF ASSETS, ETC. If (A) the Borrower
effects any merger or consolidation of the Borrower with or into another entity,
(B) the Borrower effects any sale of all or substantially all of its assets in
one or a series of related transactions, (C) any tender offer or exchange offer
(whether by the Borrower or another entity) is completed pursuant to which
holders of Common Stock are permitted to tender or exchange their shares for
other securities, cash or property, (D) the Borrower consummates a stock
purchase agreement or other business combination (including, without limitation,
a reorganization, recapitalization, spin-off or scheme of arrangement) with one
or more persons or entities whereby such other persons or entities acquire more
than the 50% of the outstanding shares of Common Stock (not including any shares
of Common Stock held by such other persons or entities making or party to, or
associated or affiliated with the other persons or entities making or party to,
such stock purchase agreement or other business combination), (E) any "person"
or "group" (as these terms are used for purposes of Sections 13(d) and 14(d) of
the 1934 Act) is or shall become the "beneficial owner" (as defined in Rule
13d-3 under the 1934 Act), directly or indirectly, of 50% of the aggregate
Common Stock of the Borrower, or (F) the Borrower effects any reclassification
of the Common Stock or any compulsory share exchange pursuant to which the


                                       3

<PAGE>

Common Stock is effectively converted into or exchanged for other securities,
cash or property (in any such case, a "FUNDAMENTAL TRANSACTION"), this Note, as
to the unpaid principal portion thereof and accrued interest thereon, shall
thereafter be deemed to evidence the right to convert into such number and kind
of shares or other securities and property as would have been issuable or
distributable on account of such Fundamental Transaction, upon or with respect
to the securities subject to the conversion right immediately prior to such
Fundamental Transaction. The foregoing provision shall similarly apply to
successive Fundamental Transactions of a similar nature by any such successor or
purchaser. Without limiting the generality of the foregoing, the anti-dilution
provisions of this Section shall apply to such securities of such successor or
purchaser after any such Fundamental Transaction.

                           B. RECLASSIFICATION, ETC. If the Borrower at any time
shall, by reclassification or otherwise, change the Common Stock into the same
or a different number of securities of any class or classes that may be issued
or outstanding, this Note, as to the unpaid principal portion thereof and
accrued interest thereon, shall thereafter be deemed to evidence the right to
purchase an adjusted number of such securities and kind of securities as would
have been issuable as the result of such change with respect to the Common Stock
immediately prior to such reclassification or other change.

                           C. STOCK SPLITS, COMBINATIONS AND DIVIDENDS. If the
shares of Common Stock are subdivided or combined into a greater or smaller
number of shares of Common Stock, or if a dividend is paid on the Common Stock
in shares of Common Stock, the Conversion Price shall be proportionately reduced
in case of subdivision of shares or stock dividend or proportionately increased
in the case of combination of shares, in each such case by the ratio which the
total number of shares of Common Stock outstanding immediately after such event
bears to the total number of shares of Common Stock outstanding immediately
prior to such event.

                           D. SHARE ISSUANCE. So long as this Note is
outstanding, if the Borrower shall issue any Common Stock except for the
Excepted Issuances (as defined in the Subscription Agreement), prior to the
complete conversion or payment of this Note, for a consideration per share that
is less than the Conversion Price that would be in effect at the time of such
issue, then, and thereafter successively upon each such issuance, the Conversion
Price shall be reduced to such other lower issue price. For purposes of this
adjustment, the issuance of any security or debt instrument of the Borrower
carrying the right to convert such security or debt instrument into Common Stock
or of any warrant, right or option to purchase Common Stock shall result in an
adjustment to the Conversion Price upon the issuance of the above-described
security, debt instrument, warrant, right, or option and again upon the issuance
of shares of Common Stock upon exercise of such conversion or purchase rights if
such issuance is at a price lower than the then applicable Conversion Price.
Common Stock issued or issuable by the Borrower for no consideration will be
deemed issuable or to have been issued for $0.001 per share of Common Stock. The
reduction of the Conversion Price described in this paragraph is in addition to
the other rights of the Holder described in the Subscription Agreement.

                  (d) Whenever the Conversion Price is adjusted pursuant to
SECTION 2.1(c) above, the Borrower shall promptly mail to the Holder a notice
setting forth the Conversion Price after such adjustment and setting forth a
statement of the facts requiring such adjustment.

                  (e) During the period the conversion right exists, Borrower
will reserve from its authorized and unissued Common Stock not less than an
amount of Common Stock equal to 150% of the amount of shares of Common Stock
issuable upon the full conversion of this Note. Borrower represents that upon
issuance, such shares will be duly and validly issued, fully paid and
non-assessable. Borrower agrees that its issuance of this Note shall constitute
full authority to its officers, agents, and transfer agents who are charged with
the duty of executing and issuing stock certificates to execute and issue the
necessary certificates for shares of Common Stock upon the conversion of this
Note.

                                       4

<PAGE>

         2.2 METHOD OF CONVERSION. This Note may be converted by the Holder in
whole or in part as described in SECTION 2.1(a) hereof and the Subscription
Agreement. Upon partial conversion of this Note, a new Note containing the same
date and provisions of this Note shall, at the request of the Holder, be issued
by the Borrower to the Holder for the principal balance of this Note and
interest which shall not have been converted or paid.

         2.3. MAXIMUM CONVERSION. The Holder shall not be entitled to convert on
a Conversion Date that amount of the Note in connection with that number of
shares of Common Stock which would be in excess of the sum of (i) the number of
shares of Common Stock beneficially owned by the Holder and its affiliates on a
Conversion Date, (ii) any Common Stock issuable in connection with the
unconverted portion of the Note, and (iii) the number of shares of Common Stock
issuable upon the conversion of the Note with respect to which the determination
of this provision is being made on a Conversion Date, which would result in
beneficial ownership by the Holder and its affiliates of more than 4.99% of the
outstanding shares of Common Stock of the Borrower on such Conversion Date. For
the purposes of the provision to the immediately preceding sentence, beneficial
ownership shall be determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. Subject to
the foregoing, the Holder shall not be limited to aggregate conversions of
4.99%. The Holder shall have the authority and obligation to determine whether
the restriction contained in this SECTION 2.3 will limit any conversion
hereunder and to the extent that the Holder determines that the limitation
contained in this Section applies, the determination of which portion of the
Notes are convertible shall be the responsibility and obligation of the Holder.
The Holder may waive the conversion limitation described in this SECTION 2.3, in
whole or in part, upon and effective after 61 days prior written notice to the
Borrower to increase such percentage to up to 9.99%.

                                   ARTICLE III

                                EVENT OF DEFAULT

         The occurrence of any of the following events of default ("EVENT OF
DEFAULT") shall, at the option of the Holder hereof, make all sums of principal
and interest then remaining unpaid hereon and all other amounts payable
hereunder immediately due and payable, upon demand, without presentment, or
grace period, all of which hereby are expressly waived, except as set forth
below:

         3.1 FAILURE TO PAY PRINCIPAL OR INTEREST. The Borrower fails to pay any
installment of principal, interest or other sum due under this Note when due.

         3.2 BREACH OF COVENANT. The Borrower breaches any material covenant or
other term or condition of the Subscription Agreement, Transaction Documents or
this Note in any material respect and such breach, if subject to cure, continues
for a period of ten (10) business days after written notice to the Borrower from
the Holder.

         3.3 BREACH OF REPRESENTATIONS AND WARRANTIES. Any material
representation or warranty of the Borrower made herein, in the Subscription
Agreement, Transaction Documents, or in any agreement, statement or certificate
given in writing pursuant hereto or in connection therewith shall be false or
misleading in any material respect as of the date made and the Closing Date.

         3.4 LIQUIDATION. Any dissolution, liquidation or winding up of Borrower
or any substantial portion of its business.

                                       5

<PAGE>

         3.5 CESSATION OF OPERATIONS. Any cessation of operations by Borrower or
Borrower admits it is otherwise generally unable to pay its debts as such debts
become due.

         3.6 MAINTENANCE OF ASSETS. The failure by Borrower to maintain any
material intellectual property rights, personal, real property or other assets
which are necessary to conduct its business (whether now or in the future).

         3.7 RECEIVER OR TRUSTEE. The Borrower or any Subsidiary of Borrower
shall make an assignment for the benefit of creditors, or apply for or consent
to the appointment of a receiver or trustee for it or for a substantial part of
its property or business; or such a receiver or trustee shall otherwise be
appointed.

         3.8 JUDGMENTS. Any money judgment, writ or similar final process shall
be entered or filed against Borrower or any of its property or other assets for
more than $100,000, unless stayed vacated or satisfied within forty-five (45)
days.

         3.9 BANKRUPTCY. Bankruptcy, insolvency, reorganization or liquidation
proceedings or other proceedings or relief under any bankruptcy law or any law,
or the issuance of any notice in relation to such event, for the relief of
debtors shall be instituted by or against the Borrower or any Subsidiary of
Borrower.

         3.10 DELISTING. Delisting of the Common Stock from any Principal
Market; failure to comply with the requirements for continued listing on a
Principal Market for a period of ten (10) consecutive trading days.

         3.11 NON-PAYMENT. A default by the Borrower under any one or more
obligations in an aggregate monetary amount in excess of $100,000 for more than
twenty (20) days after the due date, unless the Borrower is contesting the
validity of such obligation in good faith.

         3.12 STOP TRADE. An SEC or judicial stop trade order or Principal
Market trading suspension that lasts for five or more consecutive trading days.

         3.13 FAILURE TO DELIVER COMMON STOCK OR REPLACEMENT NOTE. Borrower's
failures to timely deliver Common Stock to the Holder pursuant to and in the
form required by this Note and Sections 7 and 11 of the Subscription Agreement,
or, if required, a replacement Note.

         3.14 RESERVATION DEFAULT. Failure by the Borrower to have reserved for
issuance upon conversion of the Note or upon exercise of the Warrants issued in
connection with the Subscription Agreement, the number of shares of Common Stock
as required in the Subscription Agreement, this Note and the Warrants.

         3.15 FINANCIAL STATEMENT RESTATEMENT. The restatement after the date
hereof of any financial statements filed by the Borrower with the Securities and
Exchange Commission for any date or period from two years prior to the Issue
Date of this Note and until this Note is no longer outstanding, if the result of
such restatement would, by comparison to the unrestated financial statements,
have constituted a Material Adverse Effect.

         3.16 OTHER NOTE DEFAULT. The occurrence of any Event of Default under
any Other Note.

         3.17 EVENT DESCRIBED IN SUBSCRIPTION AGREEMENT. The occurrence of an
Event of Default as described in the Subscription Agreement that, if susceptible
to cure, is not cured during any designated cure period.

                                       6

<PAGE>

         3.18 CROSS DEFAULT. A default by the Borrower of a material term,
covenant, warranty or undertaking of any other agreement to which the Borrower
and Holder are parties, or the occurrence of a material event of default under
any such other agreement to which Borrower and Holder are parties which is not
cured after any required notice and/or cure period.

                                   ARTICLE IV

                                  MISCELLANEOUS

         4.1 FAILURE OR INDULGENCE NOT WAIVER. No failure or delay on the part
of the Holder hereof in the exercise of any power, right or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such power, right or privilege preclude other or further exercise thereof or
of any other right, power or privilege. All rights and remedies existing
hereunder are cumulative to, and not exclusive of, any rights or remedies
otherwise available.

         4.2 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 first 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 Borrower to: Aethlon Medical, Inc.,
3030 Bunker Hill Street, Suite 4000, San Diego, CA 92109, Attn: James A. Joyce,
CEO, facsimile: (858) 272-2738, with a copy by telecopier only to: Law Office of
Jennifer A. Post, 340 North Camden Drive, Suite 302, Beverly Hills, California
90210, Attn: Jennifer A. Post, Esq., facsimile: (800) 783-2983, and (ii) if to
the Holder, to the name, address and facsimile number set forth on the front
page of this Note, with a copy by fax only to Grushko & Mittman, P.C., 551 Fifth
Avenue, Suite 1601, New York, New York 10176, facsimile: (212) 697-3575.

         4.3 AMENDMENT PROVISION. The term "Note" and all reference thereto, as
used throughout this instrument, shall mean this instrument as originally
executed, or if later amended or supplemented, then as so amended or
supplemented.

         4.4 ASSIGNABILITY. This Note shall be binding upon the Borrower and its
successors and assigns, and shall inure to the benefit of the Holder and its
successors and assigns. The Borrower may not assign its obligations under this
Note.

         4.5 COST OF COLLECTION. If default is made in the payment of this Note,
Borrower shall pay the Holder hereof reasonable costs of collection, including
reasonable attorneys' fees.

                                       7

<PAGE>

         4.6 GOVERNING LAW. This Note shall be governed by and construed in
accordance with the laws of the State of New York without regard to conflicts of
laws principles that would result in the application of the substantive laws of
another jurisdiction. Any action brought by either party against the other
concerning the transactions contemplated by this Agreement must be brought only
in the civil or state courts of New York or in the federal courts located in the
State and county of New York. Both parties and the individual signing this
Agreement on behalf of the Borrower agree to submit to the jurisdiction of such
courts. The prevailing party shall be entitled to recover from the other party
its reasonable attorney's fees and costs. In the event that any provision of
this Note is invalid or unenforceable under any applicable statute or rule of
law, then such provision shall be deemed inoperative to the extent that it may
conflict therewith and shall be deemed modified to conform with such statute or
rule of law. Any such provision which may prove invalid or unenforceable under
any law shall not affect the validity or unenforceability of any other provision
of this Note. Nothing contained herein shall be deemed or operate to preclude
the Holder from bringing suit or taking other legal action against the Borrower
in any other jurisdiction to collect on the Borrower's obligations to Holder, to
realize on any collateral or any other security for such obligations, or to
enforce a judgment or other decision in favor of the Holder. THIS NOTE SHALL BE
DEEMED AN UNCONDITIONAL OBLIGATION OF BORROWER FOR THE PAYMENT OF MONEY AND,
WITHOUT LIMITATION TO ANY OTHER REMEDIES OF HOLDER, MAY BE ENFORCED AGAINST
BORROWER BY SUMMARY PROCEEDING PURSUANT TO NEW YORK CIVIL PROCEDURE LAW AND
RULES SECTION 3213 OR ANY SIMILAR RULE OR STATUTE IN THE JURISDICTION WHERE
ENFORCEMENT IS SOUGHT. FOR PURPOSES OF SUCH RULE OR STATUTE, ANY OTHER DOCUMENT
OR AGREEMENT TO WHICH HOLDER AND BORROWER ARE PARTIES OR WHICH BORROWER
DELIVERED TO HOLDER, WHICH MAY BE CONVENIENT OR NECESSARY TO DETERMINE HOLDER'S
RIGHTS HEREUNDER OR BORROWER'S OBLIGATIONS TO HOLDER ARE DEEMED A PART OF THIS
NOTE, WHETHER OR NOT SUCH OTHER DOCUMENT OR AGREEMENT WAS DELIVERED TOGETHER
HEREWITH OR WAS EXECUTED APART FROM THIS NOTE.

         4.7 MAXIMUM PAYMENTS. Nothing contained herein shall be deemed to
establish or require the payment of a rate of interest or other charges in
excess of the maximum rate permitted by applicable law. In the event that the
rate of interest required to be paid or other charges hereunder exceed the
maximum rate permitted by applicable law, any payments in excess of such maximum
rate shall be credited against amounts owed by the Borrower to the Holder and
thus refunded to the Borrower.

         4.8 NON-BUSINESS DAYS. Whenever any payment or any action to be made
shall be due on a Saturday, Sunday or a public holiday under the laws of the
State of New York, such payment may be due or action shall be required on the
next succeeding business day and, for such payment, such next succeeding day
shall be included in the calculation of the amount of accrued interest payable
on such date.

         4.9 REDEMPTION. This Note may not be prepaid, redeemed or called
without the consent of the Holder.

         4.10 SHAREHOLDER STATUS. The Holder shall not have rights as a
shareholder of the Borrower with respect to unconverted portions of this Note.
However, the Holder will have the rights of a shareholder of the Borrower with
respect to the Shares of Common Stock to be received after delivery by the
Holder of a Conversion Notice to the Borrower.

                                       8

<PAGE>


         IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its
name by an authorized officer as of the ____ day of August, 2009.


                                             AETHLON MEDICAL, INC.



                                             By: _______________________________
                                                 Name:
                                                 Title:

WITNESS:


__________________________

                                       9

<PAGE>


                              NOTICE OF CONVERSION
                              --------------------

(To be executed by the Registered Holder in order to convert the Note)


         The undersigned hereby elects to convert $_________ of the principal
and $_________ of the interest due on the Note issued by AETHLON MEDICAL, INC.
on August 24, 2009 into Shares of Common Stock of AETHLON MEDICAL, INC. (the
"Borrower") according to the conditions set forth in such Note, as of the date
written below.



Date of Conversion:_____________________________________________________________


Conversion Price:_______________________________________________________________


Number of Shares of Common Stock Beneficially Owned on the Conversion Date: Less
than 5% of the outstanding Common Stock of AETHLON MEDICAL, INC.


Shares To Be Delivered:_________________________________________________________


Signature:______________________________________________________________________


Print Name:_____________________________________________________________________


Address:________________________________________________________________________

        ________________________________________________________________________



                                       10


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