EX-99.II

Exhibit (ii)

THESE SECURITIES MAY NOT BE OFFERED OR SOLD UNLESS AT THE TIME OF SUCH
OFFER OR SALE, THE PERSON MAKING SUCH OFFER OR SALE DELIVERS A PROSPECTUS
MEETING THE REQUIREMENTS OF SECTION 10 OF THE SECURITIES ACT OF 1933, AS
AMENDED ("ACT"), FORMING A PART OF A REGISTRATION STATEMENT, OR
POST-EFFECTIVE AMENDMENT THERETO, WHICH IS EFFECTIVE UNDER SAID ACT,
UNLESS IN THE OPINION OF COUNSEL TO THE CORPORATION, SUCH OFFER AND SALE IS
EXEMPT FROM THE PROVISIONS OF SECTION 5 OF SAID ACT.

AETHLON MEDICAL, INC.

COMMON STOCK PURCHASE WARRANT

Aethlon Medical, Inc. (the "Company"), a Nevada corporation, hereby
certifies that, for value received of $.001 per Warrant, ______________________
(the "Holder"), whose address is ______________________________________________,
is entitled, subject to the terms set forth below at any time or from time to
time after the date hereof and before the Expiration Date (as defined below), to
purchase from the Company _________ shares (the "Shares") of Common Stock, $
..001 par value, at a price of $.20 per Share (the purchase price per Share, as
adjusted from time to time pursuant to the provisions hereunder set forth, is
referred to in this Warrant as the "Purchase Price").

This Warrant was issued to the Holder in connection with the Holder's
conversion of all or part of a 10% Series A Convertible Note issued by the
Company into its Common Stock.

1. TERMS OF THE WARRANT.

1.1 Time of Exercise. Subject to the provisions of Sections 1.5, "Transfer
and Assignment," and 3.1, "Registration and Legends," this Warrant may be
exercised at any time and from time to time after 9:00 a.m., P.S.T., on
_____________, 2005 (the "Exercise Commencement Date"), but no later than 5:00
p.m., P.S.T., ___________, 2008 (the "Expiration Date"), at which point it shall
become void and all rights under this Warrant shall cease.

1.2 Manner of Exercise.

1.2.1 Upon compliance with and subject to the conditions set forth in
this Warrant, the Holder may exercise this Warrant, in whole or in part, upon
surrender of this Warrant with the form of subscription attached hereto duly
executed to the Company at its corporate office at the address indicated in this
Warrant, together with the full Purchase Price for each Share to be purchased
(i) in lawful money of the United States, or by certified check, bank draft or
postal or express money order payable in United States dollars to the order of
the Company or (ii) a manner acceptable to the Company.

1.2.2 Upon receipt of this Warrant with the form of subscription duly
executed and accompanied by payment of the aggregate Purchase Price for the
Shares for which this Warrant is then being exercised, the Company shall cause
to be issued certificates or other evidence of ownership, for the total number
of whole Shares for which this Warrant is being exercised in such denominations
as are required for delivery to the Holder, and the Company shall thereupon
deliver such documents to the Holder or its nominee.


1.2.3 If the Holder exercises this Warrant with respect to fewer than
all of the Shares that may be purchased under this Warrant, the Company shall
execute a new Warrant for the balance of the Shares that may be purchased upon
exercise of this Warrant and deliver such new Warrant to the Holder.

1.2.4 The Company covenants and agrees that it will pay when due and
payable any and all taxes which may be payable in respect of the issue of this
Warrant, or the issue of any Shares upon the exercise of this Warrant. The
Company shall not, however, be required to pay any tax which may be payable in
respect of any transfer involved in the issuance or delivery of this Warrant or
of the Shares in a name other than that of the Holder at the time of surrender,
and until the payment of such tax, the Company shall not be required to issue
such Shares.

1.2.5 The Company shall, at the time of any exercise of all or part of
this Warrant, upon the request of the Holder hereof, acknowledge in writing its
continuing obligation to afford to such Holder any rights to which such Holders
shall continue to be entitled after such exercise in accordance with the
provisions of this Warrant, provided that if the Holder of this Warrant shall
fail to make any such request, such failure shall not affect the continuing
obligations of the Company to afford to such Holder any such rights.

1.3 Exchange of Warrant. This Warrant may be split-up, combined or
exchanged for another Warrant or Warrants of like tenor to purchase a like
aggregate number of Shares. If the Holder desires to split-up, combine or
exchange this Warrant, it shall make such request in writing delivered to the
Company at its corporate office and shall surrender this Warrant and any other
Warrants to be so split-up, combined or exchanged, the Company shall execute and
deliver to the person entitled thereto a Warrant or Warrants, as the case may
be, as so requested. The Company shall not be required to effect any split-up,
combination or exchange which will result in the issuance of a Warrant entitling
the Holder to purchase upon exercise a fraction of a Share. The Company may
require the Holder to pay a sum sufficient to cover any tax or governmental
charge that may be imposed in connection with any split-up, combination or
exchange of Warrants. The term "Warrant" as used herein includes any Warrants
issued in substitution for or replacement of this Warrant, or into which this
Warrant may be divided or exchanged.

1.4 Holder as Owner. Prior to due presentment for registration of transfer
of this Warrant, the Company may deem and treat the Holder as the absolute owner
of this Warrant (notwithstanding any notation of ownership or other writing
hereon) for the purpose of any exercise hereof and for all other purposes, and
the Company shall not be affected by any notice to the contrary. Irrespective of
the date of issue and delivery of certificates for any Shares issuable upon the
exercise of the Warrant, each person in whose name any such certificate is
issued shall be deemed to have become the holder of record of the Shares
represented thereby on the date on which all or a portion of the Warrant
surrendered in connection with the subscription therefor was surrendered and
payment of the purchase price was tendered. No surrender of all or a portion of
the Warrant on any date when the stock transfer books of the Company are closed,
however, shall be effective to constitute the person or persons entitled to
receive Shares upon such surrender as the record holder of such Shares on such
date, but such person or persons shall be constituted the record holder or
holders of such Shares at the close of business on the next succeeding date on
which the stock transfer books are opened. Each person holding any Shares
received upon exercise of Warrant shall be entitled to receive only dividends or
distributions


-2-


payable to holders of record on or after the date on which such person shall be
deemed to have become the holder of record of such Shares.

1.5 Transfer and Assignment. This Warrant may not be sold, hypothecated,
exercised, assigned or transferred except in accordance with and subject to the
provisions of the Securities Act of 1933, as amended (the "Act").

1.6 Method for Assignment. Any assignment permitted under this Warrant
shall be made by surrender of this Warrant to the Company at its principal
office with the form of assignment attached hereto duly executed and funds
sufficient to pay any transfer tax. In such event, the Company shall, without
charge, execute and deliver a new Warrant in the name of the assignee designated
in such instrument of assignment and this Warrant shall promptly be canceled.
This Warrant may be divided or combined with other Warrants which carry the same
rights upon presentation thereof at the corporate office of the Company together
with a written notice signed by the Holder, specifying the names and
denominations in which such new Warrants are to be issued.

1.7 Rights of Holder. Nothing contained in this Warrant shall be construed
as conferring upon the Holder the right to vote or consent or receive notice as
a stockholder in respect of any meetings of stockholders for the election of
directors or any other matter, or as having any rights whatsoever as a
stockholder of the Company. If, however, at any time prior to the expiration of
this Warrant and prior to its exercise, any of the following shall occur:

1.7.1 The Company shall take a record of the holders of its shares of
Common Stock for the purpose of entitling them to receive a dividend or
distribution payable otherwise than in cash, or a cash dividend or distribution
payable otherwise than out of current or retained earnings, as indicated by the
accounting treatment of such dividend or distribution on the books of the
Company; or

1.7.2 The Company shall offer to the holders of its Common Stock any
additional shares of capital stock of the Company or securities convertible into
or exchangeable for shares of capital stock of the Company, or any option, right
or warrant to subscribe therefor; or

1.7.3 There shall be proposed any capital reorganization or
reclassification of the Common Stock, or a sale of all or substantially all of
the assets of the Company, or a consolidation or merger of the Company with
another entity; or

1.7.4 There shall be proposed a voluntary or involuntary dissolution,
liquidation or winding up of the Company; then, in any one or more of said
cases, the Company shall cause to be mailed to the Holder, at the earliest
practicable time (and, in any event, not less than thirty (30) days before any
record date or other date set for definitive action), written notice of the date
on which the books of the Company shall close or a record shall be taken to
determine the stockholders entitled to such dividend, distribution, convertible
or exchangeable securities or subscription rights, or entitled to vote on such
reorganization, reclassification, sale, consolidation, merger, dissolution,
liquidation or winding up, as the case may be. Such notice shall also set forth
such facts as shall indicate the effect of such action (to the extent such
effect


-3-


may be known at the date of such notice) on the Purchase Price and the kind and
amount of the Common Stock and other securities and property deliverable upon
exercise of this Warrant. Such notice shall also specify the date as of which
the holders of the Common Stock of record shall participate in said distribution
or subscription rights or shall be entitled to exchange their Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, sale, consolidation, merger, dissolution, liquidation or
winding up, as the case may be (on which date, in the event of voluntary or
involuntary dissolution, liquidation or winding up of the Company, the right to
exercise this Warrant shall terminate). Without limiting the obligation of the
Company to provide notice to the holder of actions hereunder, it is agreed that
failure of the Company to give notice shall not invalidate such action of the
Company.

1.8 Lost Warrant Certificate(s). Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of this
Warrant, and, in the case of loss, theft or destruction of reasonably
satisfactory indemnification, including a surety bond if required by the
Company, and upon surrender and cancellation of this Warrant, if mutilated, the
Company will cause to be executed and delivered a new Warrant of like tenor and
date. Any such new Warrant executed and delivered shall constitute an additional
contractual obligation on the part of the Company, whether or not this Warrant
so lost, stolen, destroyed, or mutilated shall be at any time enforceable by
anyone.

1.9 Covenants of the Company. The Company covenants and agrees as follows:

1.9.1 At all times it shall reserve and keep available for the
exercise of this Warrant into Common Stock such number of authorized shares of
Common Stock as are sufficient to permit the exercise in full of this Warrant
into Common Stock; and

1.9.2 All Shares issued upon exercise of the Warrant shall be duly
authorized, validly issued and outstanding, fully-paid and non-assessable.

1.10 Limitation on Exercise Rights. Notwithstanding any other provision of
Section 1 to the contrary, the Holder shall not be entitled to exercise this
Warrant and any other Warrant (the "Related Warrants") issued by the Company to
the Holder or convert any of the 10% Series A Convertible Notes (the "Notes")
issued by the Company to the Holder into Common Stock in excess of that number
of shares of Common Stock which, upon giving effect to such conversion, would
cause the aggregate number of shares of Common Stock beneficially owned by the
Holder and its Affiliates to exceed 9.9% of the outstanding shares of the Common
Stock following such conversion. For purposes of the foregoing provision, the
aggregate number of shares of Common Stock beneficially owned by the Holder and
its Affiliates shall include the number of shares of Common Stock beneficially
owned and those shares issuable upon conversion of all Notes and Related
Warrants with respect to which the determination of such provision is being
made, but shall exclude the number of shares of Common Stock that would be
issuable upon (i) conversion of the remaining principal amount(s) of all Notes
and the Related Warrants beneficially owned by the Holder and its Affiliates and
(ii) exercise or conversion of the unexercised or unconverted portion of any
other securities of the Company into Common Stock beneficially owned by the
Holder and its Affiliates that are subject to a limitation on conversion or
exercise analogous to the limitation contained in this Note. For purposes of
this Section, in determining the number of outstanding shares of Common Stock
the Holder may rely on the


-4-


number of outstanding shares of Common Stock as reflected in (a) the Company's
most recent Form 10-Q or Form 10-K, as the case may be, or (b) more recent
public announcement by the Company or (c) any other written communication by the
Company or its Transfer Agent setting forth the number of shares of Common Stock
outstanding. Upon the reasonable written or oral request of the Holder, the
Company shall promptly confirm orally and in writing to the Holder the number of
shares of Common Stock then outstanding. In any case, the number of outstanding
shares of Common Stock shall be determined after giving effect to any
conversions, exercises or purchases by the Holder since the date as of which
such number of outstanding shares of Common Stock was reported. Except as
otherwise set forth herein, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). For purposes of this Warrant, an "Affiliate" of any
specified Person means any other Person directly or indirectly controlling or
controlled by or under common control with such specified Person. A "Person"
means any individual, corporation, partnership, joint venture, trust, estate or
unincorporated organization.

2. ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES PURCHASABLE UPON EXERCISE.

2.1 Recapitalization. The number of Shares purchasable on exercise of this
Warrant and the Purchase Price therefor shall be subject to adjustment from time
to time in the event that the Company shall: (i) pay a dividend in, or make a
distribution of, shares of Common Stock; (ii) subdivide its outstanding shares
of Common Stock into a greater number of shares; (iii) combine its outstanding
shares of Common Stock into a smaller number of shares; or (iv) spin-off a
subsidiary by distributing, as a dividend or otherwise, shares of the subsidiary
to its stockholders. In any such case, the total number of shares purchasable on
exercise of this Warrant immediately prior thereto shall be adjusted so that the
Holder shall be entitled to receive, at the same aggregate purchase price, the
number of shares of Common Stock that the Holder would have owned or would have
been entitled to receive immediately following the occurrence of any of the
events described above had this Warrant been exercised in full immediately prior
to the occurrence (or applicable record date) of such event. An adjustment made
pursuant to this Paragraph 2 shall, in the case of a stock dividend or
distribution, be made as of the record date and, in the case of a subdivision or
combination, be made as of the effective date thereof. If, as a result of any
adjustment pursuant to this Paragraph 2, the Holder shall become entitled to
receive shares of two or more classes of series of securities of the Company,
the Board of Directors of the Company shall equitably determine the allocation
of the adjusted purchase price between or among shares or other units of such
classes or series and shall notify the Holder of such allocation.

2.2 Merger or Consolidation. In the event of any reorganization or
recapitalization of the Company or in the event the Company consolidates with or
merges into another entity or transfers all or substantially all of its assets
to another entity, then and in each such event, the Holder, on exercise of this
Warrant as provided herein, at any time after the consummation of such
reorganization, recapitalization, consolidation, merger or transfer, shall be
entitled, and the documents executed to effectuate such event shall so provide,
to receive the stock or other securities or property to which the Holder would
have been entitled upon such consummation if the Holder had exercised this
Warrant immediately prior thereto. In such case, the terms of this Warrant shall
survive the consummation of any such reorganization, recapitalization,
consolidation, merger or transfer and shall be applicable to the shares of stock
or other securities


-5-


or property receivable on the exercise of this Warrant after such consummation.
and as an exchange for a larger or smaller number of shares, as the case may be.

2.3 Notice of Dissolution or Liquidation. Except as otherwise provided in
Section 2.2, "Merger or Consolidation," in the case of any sale or conveyance of
all or substantially all of the assets of the Company in connection with a plan
of complete liquidation of the Company, or in the case of the dissolution,
liquidation or winding-up of the Company, all rights under this Warrant shall
terminate on a date fixed by the Company, such date so fixed to be not earlier
than the date of the commencement of the proceedings for such dissolution,
liquidation or winding-up and not later than thirty (30) days after such
commencement date. Notice of such termination of purchase rights shall be given
to the Holder at least thirty (30) days prior to such termination date.

2.4 Statement of Adjustment. Any adjustment pursuant to the provisions of
this Section 2 shall be made on the basis of the number of Shares which the
Holder would have been entitled to acquire by exercise of this Warrant
immediately prior to the event giving rise to such adjustment and, as to the
Purchase Price in effect immediately prior to the rise to such adjustment.
Whenever any such adjustment is required to be made, the Company shall forthwith
determine the new number of Shares which the Holder hereof shall be entitled to
purchase hereunder and/or such new Purchase Price and shall prepare, retain on
file and transmit to the Holder within ten (10) days after such preparation a
statement describing in reasonable detail the method used in calculating such
adjustment.

2.5 No Fractional Shares. The Company shall not issue any fraction of a
Share in connection with the exercise of this Warrant, and in any case where the
Holder would, except for the provisions of this Section 2.5, be entitled under
the terms of this Warrant to receive a fraction of a Share upon such exercise,
the Company shall upon the exercise and receipt of the Purchase Price, issue the
largest number of whole Shares purchasable upon exercise of this Warrant. The
Company shall not be required to make any cash or other adjustment in respect of
such fraction of a Share to which the Holder would otherwise be entitled. The
Holder, by the acceptance of this Warrant, expressly waives his right to receive
a certificate for any fraction of a Share upon exercise hereof.

2.6 No Change in Form Required. The form of Warrant need not be changed
because of any change pursuant to this Section 2 in the Purchase Price or in the
number of Shares purchasable upon the exercise of a Warrant, may state the same
Purchase Price and the same number of shares of Common Stock as are stated in
the Warrants initially issued pursuant to the Agreement.

3. REGISTRATION UNDER THE SECURITIES ACT OF 1933.

3.1 Registration and Legends. The Holder understands that (i) the Company
has not registered the Warrant or the Shares under the Act, or the applicable
securities laws of any state in reliance on exemptions from registration and
(ii) such exemptions depend upon the Holder's investment intent at the time the
Holder acquires the Warrant or the Shares. The Holder therefore represents and
warrants that it is acquiring the Warrant, and will acquire the Shares, for the
Holder's own account for investment and not with a view to distribution,
assignment, resale


-6-


or other transfer of the Warrant or the Shares. Because the Warrant and the
Shares are not registered, the Holder is aware that the Holder must hold them
indefinitely unless they are registered under the Act and any applicable
securities laws or the Holder must obtain exemptions from such registration.
Upon exercise, in part or in whole, of this Warrant, the Shares shall bear the
following legend:

The shares of Common Stock represented by this certificate have not
been registered under the Securities Act of 1933, as amended ("Act") or any
applicable state securities laws, and they may not be offered for sale,
sold, transferred, pledged or hypothecated without an effective
registration statement under the Securities Act and under any applicable
state securities laws, or an opinion of counsel, satisfactory to the
company, that an exemption from such registration is available.

3.2 No-Action Letter. The Company agrees that it will be satisfied that no
post-effective amendment or new registration is required for the public sale of
the Shares if it shall be presented with a letter from the Staff of the
Securities and Exchange Commission (the "Commission"), stating in effect that,
based upon stated facts which the Company shall have no reason to believe are
not true in any material respect, the Staff will not recommend any action to the
Commission if such Shares are offered and sold without delivery of a prospectus,
and that, therefore, no Registration Statement under which such shares are to be
registered is required to be filed.

3.3 Registration Rights. The Holders of the Notes and Warrants or Common
Stock issued to the Holder without an effective Registration Statement under the
Act (the "Restricted Shares") shall have the right, under the terms of a
Registration Rights Agreement between the Holder and the Company, to cause the
Company register the Common Stock underlying the Notes and Warrants (the
"Underlying Common Stock") or Restricted Shares in a Registration Statement
under the Act filed by the Company with the Commission.

3.4 Rule 144. If the Company (a) has or registers a class of securities
under Section 12 of the Exchange Act or (b) has or commences to file reports
under Section 13 or 15(d) of the Exchange Act, then, at the request of any
Holder who proposes to sell securities in compliance with Rule 144 of the SEC,
the Company will (i) forthwith furnish to such holder a written statement of
compliance with the filing requirements of the SEC as set forth in Rule 144, as
such rules may be amended from time to time and (ii) make available to the
public and such Holder such information and take such other action as it
requested by the Holder as will enable the Holder to make sales pursuant to Rule
144.

3.5 Agreements. The agreements in this Section shall continue in effect
regardless of the exercise and surrender of this Warrant.

4. RESERVATION OF SHARES. The Company shall at all times reserve, for the
purpose of issuance on exercise of this Warrant such number of shares of Common
Stock or such class or classes of capital stock or other securities as shall
from time to time be sufficient to comply with this Warrant and the Company
shall take such corporate action as may, in the opinion of its counsel, be
necessary to increase its authorized and unissued Common Stock or such other
class


-7-


or classes of capital stock or other securities to such number as shall be
sufficient for that purpose.

5. SURVIVAL. All agreements, covenants, representations and warranties herein
shall survive the execution and delivery of this Warrant and any investigation
at any time made by or on behalf of any parties hereto and the exercise, sale
and purchase of this Warrant (and any other securities or property) issuable on
exercise hereof.

6. REMEDIES. The Company agrees that the remedies at law of the Holder, in the
event of any default or threatened default by the Company in the performance or
compliance with any of the terms of this Warrant, may not be adequate and such
terms may, in addition to and not in lieu of any other remedy, be specifically
enforced by a decree of specific performance of any agreement contained herein
or by an injunction against a violation of any of the terms hereof or otherwise.

7. OTHER MATTERS.

7.1 Binding Effect. All the covenants and provisions of this Warrant by or
for the benefit of the Company shall bind and inure to the benefit of its
successors and assigns hereunder.

7.2 Notices. Notices or demands pursuant to this Warrant to be given or
made by the Holder to or on the Company shall be sufficiently given or made if
sent by certified or registered mail, return receipt requested, postage prepaid,
and addressed, until another address is designated in writing by the Company, as
follows:

Aethlon Medical, Inc.
3030 Bunker Hill Street
Suite 4000
San Diego, CA 92109
Attn: President

Notices to the Holder provided for in this Warrant shall be deemed given or made
by the Company if sent by certified or registered mail, return receipt
requested, postage prepaid, and addressed to the Holder at the Holder's last
known address as it shall appear on the books of the Company.

7.3 Governing Law. The validity, interpretation and performance of this
Warrant shall be governed by the laws of the State of California.

7.4 Parties Bound and Benefitted. Nothing in this Warrant expressed and
nothing that may be implied from any of the provisions hereof is intended, or
shall be construed, to confer upon, or give to, any person or corporation other
than the Company and the Holder any right, remedy or claim under promise or
agreement hereof, and all covenants, conditions, stipulations, promises and
agreements contained in this Warrant shall be for the sole and exclusive benefit
of the Company and its successors and of the Holder, its successors and, if
permitted, its assignees.


-8-


7.5 Headings. The Article headings herein are for convenience only and are
not part of this Warrant and shall not affect the interpretation thereof.

IN WITNESS WHEREOF, this Warrant has been duly executed by the Company
under its corporate seal as of the ____ day of ____________, 2005.

AETHLON MEDICAL, INC.


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


-9-


AETHLON MEDICAL, INC.

ASSIGNMENT

FOR VALUE RECEIVED, _____________________________________ hereby sells,
assigns and transfers unto _____________________________________________________
________________________________________________________ the within Warrant and
the rights represented thereby, and does hereby irrevocably constitute and
appoint ______________________________________ Attorney, to transfer said
Warrant on the books of the Company, with full power of substitution.

Dated:
------------------------------


Signed:
--------------------------------

Print Name:
----------------------------