EX-99.III

Exhibit (iii)

SUBSCRIPTION FORM

AETHLON MEDICAL, INC.
3030 BUNKER HILL STREET
SUITE 4000, SAN DIEGO, CA

The undersigned hereby irrevocably subscribes for the purchase of _____
shares of Common Stock (the "Shares"), pursuant to and in accordance with the
terms and conditions of this Warrant, and herewith makes payment, covering the
purchase of the Shares, which should be delivered to the undersigned at the
address stated below, and, if such number of Shares shall not be all of the
Shares purchasable hereunder, then a new Warrant of like tenor for the balance
of the remaining Shares purchasable under this Warrant be delivered to the
undersigned at the address stated below.

The undersigned agrees that: (1) the undersigned will not offer, sell,
transfer or otherwise dispose of any such Shares, unless either (a) a
registration statement, or post-effective amendment thereto, covering such
Shares have been filed with the Securities and Exchange Commission pursuant to
the Securities Act of 1933, as amended (the "Act"), and such sale, transfer or
other disposition is accompanied by a prospectus meeting the requirements of
Section 10 of the Act forming a part of such registration statement, or
post-effective amendment thereto, which is in effect under the Act covering the
Shares to be so sold, transferred or otherwise disposed of, or (b) counsel to
Aethlon Medical, Inc. (the "Company") satisfactory to the undersigned has
rendered an opinion in writing and addressed to the Company that such proposed
offer, sale, transfer or other disposition of the Shares is exempt from the
provisions of Section 5 of the Act in view of the circumstances of such proposed
offer, sale, transfer or other disposition; (2) the Company may notify the
transfer agent for its Common Stock that the certificates for the Common Stock
acquired by the undersigned are not to be transferred unless the transfer agent
receives advice from the Company that one or both of the conditions referred to
in (1)(a) and (1)(b) above have been satisfied; and (3) the Company may affix
the legend set forth in Section 3.1 of this Warrant to the certificates for
Shares hereby subscribed for, if such legend is applicable.


Dated: Signed:
------------------------------ --------------------------------

Address:
-------------------------------

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REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into as of
_________, 2005, by and among AETHLON MEDICAL, INC., a Nevada corporation (the
"Company"), and the parties who are signatories to this Agreement (collectively
referred to as the "Holders").

WHEREAS, the Company has sold or will sell to the Holders up to One Million
Dollars ($1,000,000) principal amount of 10% Series A Convertible Notes (the
"Notes"), which are convertible into units (the "Units") comprised of one share
of the Company's Common Stock (the "Common Stock") and one Common Stock purchase
warrant (the "Warrant") exercisable to purchase Common Stock at a price of $.20
per share in a private placement (the "Offering");

WHEREAS, in order to induce the Holders to purchase the Notes, the Company
has entered into this Agreement to register the Common Stock issuable upon
conversion of the Notes (the "Conversion Shares") and upon exercise of the
Warrants (the "Warrant Shares") under the Securities Act of 1933, as amended
(the "Act") in accordance with the provisions of this Agreement; and

WHEREAS, the Conversion Shares and Warrant Shares are collectively referred
to in this Agreement as "Registrable Securities."

NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Agreement, the parties hereto agree as follows:

1. DEFINITIONS.

As used in this Agreement, the following terms shall have the following
meanings. Other capitalized terms in this Agreement will have the meanings set
forth in the Notes and the Warrants, as the case may be.

1.1 "Business Day" means any day except Saturday, Sunday and any day
which shall be a legal holiday or a day on which banking institutions in
the State of New York or the State of California are authorized or required
by law or other government actions to close.

1.2 "Effectiveness Date" means, with respect to the initial
Registration Statement required to be filed hereunder as to shares of
Common Stock underlying the shares of Notes and Warrants, the ninetieth
(90th) calendar day following the Filing Date and, with respect to any
additional Registration Statements which may be required pursuant to
Section 3.3, the ninetieth (90th) calendar day following the date on which
the Company first knows, or reasonably should have known, that such
additional Registration Statement is required hereunder; provided, however,
if the Company is notified by the Commission that one of the above
Registration Statements will not be reviewed or is no longer subject to
further review and comments, the Effectiveness Date


1


as to such Registration Statement shall be the tenth (10th) Trading Day
following the date on which the Company is so notified if such date
precedes the dates required above.

1.3 "Effectiveness Period" shall have the meaning set forth in Section
2.1.

1.4 "Filing Date" means, with respect to the initial Registration
Statement required to be filed hereunder as to shares of Common Stock
underlying the Notes and Warrants, the later of November 30, 2005 or thirty
(30) days after the date the Company completes a financing in addition to
the Notes of at least $1.0 million, but in no event later than December 31,
2005; and with respect to any additional Registration Statements which may
be required pursuant to Section 3.3, the thirtieth (30th) day following the
date on which the Company first knows, or reasonably should have known that
such additional Registration Statement is required hereunder.

1.5 "Holder" or "Holders" means the holder or holders, as the case may
be, from time to time of Registrable Securities.

1.6 "Indemnified Party" shall have the meaning set forth in Section
5.3.

1.7 "Indemnifying Party" shall have the meaning set forth in Section
5.3.

1.8 "Prospectus" means the prospectus included in a Registration
Statement (including, without limitation, a prospectus that includes any
information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430A promulgated
under the Securities Act), as amended or supplemented by any prospectus
supplement, with respect to the terms of the offering of any portion of the
Registrable Securities covered by a Registration Statement, and all other
amendments and supplements to the Prospectus, including post-effective
amendments, and all material incorporated by reference or deemed to be
incorporated by reference in such Prospectus.

1.9 "Registrable Securities" means all of the shares of Common Stock
issuable upon conversion in full of the Notes and exercise in full of the
Warrants, and the shares of Common Stock issuable in lieu of the payment of
liquidated damages, together with any securities issued or issuable upon
any stock split, dividend or other distribution recapitalization or similar
event with respect to the foregoing.

1.10 "Registration Statement" means the registration statements
required to be filed hereunder and any additional registration statements
contemplated by Section 3.3, including (in each case) the Prospectus,
amendments and supplements to such registration statement or Prospectus,
including pre- and post-effective amendments, all exhibits thereto, and all
material incorporated by reference or deemed to be incorporated by
reference in such registration statement.

1.11 "Rule 415" means Rule 415 promulgated by the Commission pursuant
to the Securities Act, as such Rule may be amended from time to time, or
any similar rule or


2


regulation hereafter adopted by the Commission having substantially the
same effect as such Rule.

1.12 "Rule 424" means Rule 424 promulgated by the Commission pursuant
to the Securities Act, as such Rule may be amended from time to time, or
any similar rule or regulation hereafter adopted by the Commission having
substantially the same effect as such Rule.

1.13 "Special Counsel" means one special counsel for the Holders, the
cost of whose services will be reimbursed by the Company pursuant to
Section 4.

1.14 "Warrants" shall mean the Common Stock purchase warrants issued
to the Holders upon conversion of the Notes.

2. SHELF REGISTRATION.

2.1 On or prior to each Filing Date, the Company shall prepare and
file with the Commission a "Shelf" Registration Statement covering the
resale of all Registrable Securities applicable to such Filing Date for an
offering to be made on a continuous basis pursuant to Rule 415. The
Registration Statement shall be on Form S-3 (except if the Company is not
then eligible to register for resale the Registrable Securities on Form
S-3, in which case such registration shall be on Form SB-2 or another
appropriate form in accordance herewith) and shall contain (except if
otherwise directed by the Holders) the "Plan of Distribution" in
substantially the form attached hereto as Exhibit A. The Company shall use
its best efforts to cause the Registration Statement to be declared
effective under the Securities Act as promptly as possible after the filing
thereof, but in any event prior to the applicable Effectiveness Date, and
shall use its best efforts to keep such Registration Statement continuously
effective under the Securities Act until the date which is two years after
the expiration date of the Warrants or such earlier date when all
Registrable Securities covered by such Registration Statement have been
sold or may be sold without volume restrictions pursuant to Rule 144(k), as
determined by the counsel to the Company pursuant to a written opinion
letter to such effect, addressed and acceptable to the Company's transfer
agent and the affected Holders (the "Effectiveness Period").

2.2 The Registration Statements to be filed hereunder shall include a
number of shares of Common Stock equal to no less than the sum of (i) 150%
of the number of shares of Common Stock issuable upon conversion in full of
the Notes subject to such Registration Statement, assuming for such
purposes that Notes are outstanding for their full term and the lowest
possible Conversion Price, as defined in the Notes, applies and (ii) 150%
of the number of shares of Common Stock issuable upon exercise in full of
the Warrants subject to such Registration Statement.

2.3 The Company shall be subject to the provisions of Sections 2.4 if

2.3.1 a Registration Statement is not filed on or prior to its
respective Filing Date (if the Company files such Registration
Statement without affording


3


the Holder the opportunity to review and comment on the same as
required by Section 3.1 hereof, the Company shall not be deemed to
have satisfied this Subsection 2.3.1); or

2.3.2 a Registration Statement filed hereunder is not declared
effective by the Commission on or prior to its Effectiveness Date; or

2.3.3 after a Registration Statement is filed with and declared
effective by the Commission, such Registration Statement ceases to be
effective as to all Registrable Securities to which it is required to
relate at any time prior to the expiration of the Effectiveness Period
without being succeeded within ten (10) Business Days by an amendment
to such Registration Statement or by a subsequent Registration
Statement filed with and declared effective by the Commission; or

2.3.4 the Common Stock shall be delisted or suspended from
trading on the New York Stock Exchange, American Stock Exchange, the
Nasdaq Stock Market or the Nasdaq OTC Bulletin Board (each, a
"Subsequent Market") for more than twenty (20) Business Days (which
need not be consecutive Business Days); or

Any failure or breach set forth in this Section 2.3 is referred
to as an "Event." The following are referred to as "Event Date": for
purposes of Subsections 2.3.1 and 2.3.2, the date on which such Event
occurs, or for purposes of Subsections 2.3.3 and 2.3.4, the date on
which such ten (10) and twenty (20) Business Day periods are exceeded.

2.4 On an Event Date, the Company shall pay to each Holder, as
liquidated damages and not as a penalty, an amount in cash equal to one
percent (1.0%) of the original principal amount of the Notes of such
Holder. On every month after the Event Date until the applicable Event is
cured, the Company shall pay to each Holder, as liquidated damages and not
as a penalty, an amount in cash equal to one and one-half percent (1.5%) of
the original principal amount of the Notes. If the Warrants have been
issued and are "in the money," the penalties shall be computed based on the
value of any outstanding Warrants on an Event Date and on each month
following an Event Date until the Event is cured. The value of the Warrants
for such purposes shall be the difference between the closing price of the
Common Stock on the Event Date (and after the Event Date, the average of
the closing sales prices during the applicable month) and the exercise
price multiplied by the number of shares of Common Stock issuable upon
exercise of the Warrants. If the Company fails to pay any liquidated
damages pursuant to this Section in full within seven (7) days after the
date payable, the Company will pay interest thereon at a rate of twelve
(12%) per annum (or such lesser maximum amount that is permitted to be paid
by applicable law) to the Holder, accruing daily from the date such
liquidated damages are due until such amounts, plus all such interest
thereon, are paid in full. At the option of the Company, shares of


4


Common Stock may be issued to the Holder in lieu of a cash payment for such
liquidated damages based upon the Conversion Price then in effect, provided
that such shares have been registered for resale by such Holder and the
Company provides the Holder with at least five (5) Business Days'
irrevocable notice prior to the date such payment is due. The liquidated
damages pursuant to the terms hereof shall apply on a pro-rata basis for
any portion of a month prior to the cure of an Event.

3. REGISTRATION PROCEDURES. In connection with the Company's registration
obligations hereunder, the Company shall:

3.1 Not less than five (5) Business Days prior to the filing of each
Registration Statement or any related Prospectus or any amendment or
supplement thereto (including any document that would be incorporated or
deemed to be incorporated therein by reference), the Company shall (i)
furnish to the Holders and their Special Counsel copies of all such
documents proposed to be filed, which documents (other than those
incorporated or deemed to be incorporated by reference) will be subject to
the review of such Holders and their Special Counsel, and (ii) cause its
officers and directors, counsel and independent certified public
accountants to respond to such inquiries as shall be necessary, in the
reasonable opinion of respective counsel to conduct a reasonable
investigation within the meaning of the Securities Act. The Company shall
not file the Registration Statement or any such Prospectus or any
amendments or supplements thereto to which the Holders of a majority of the
Registrable Securities and their Special Counsel shall reasonably object,
provided the Company is notified of such objection no later than five (5)
Business Days after the Holders have been so furnished copies of such
documents and provided, further, that such objections relate to the selling
shareholder information, the plan of distribution, any information relating
to the Holders, either directly or indirectly, or the compliance under the
Securities Act of such Registration Statement or Prospectus as to form.

3.2 (i) Prepare and file with the Commission such amendments,
including post-effective amendments, to a Registration Statement and the
Prospectus used in connection therewith as may be necessary to keep a
Registration Statement continuously effective as to the applicable
Registrable Securities for the Effectiveness Period and prepare and file
with the Commission such additional Registration Statements in order to
register for resale under the Securities Act all of the Registrable
Securities; (ii) cause the related Prospectus to be amended or supplemented
by any required Prospectus supplement, and as so supplemented or amended to
be filed pursuant to Rule 424; (iii) respond as promptly as reasonably
possible, and in any event within ten (10) days, to any comments received
from the Commission with respect to a Registration Statement or any
amendment thereto and as promptly as reasonably possible provide the
Holders true and complete copies of all correspondence from and to the
Commission relating to a Registration Statement; and (iv) comply in all
material respects with the provisions of the Securities Act and the
Exchange Act with respect to the disposition of all Registrable Securities
covered by a Registration Statement during the applicable period in
accordance


5


with the intended methods of disposition by the Holders thereof set forth
in such Registration Statement as so amended or in such Prospectus as so
supplemented.

3.3 File additional Registration Statements if the number of
Registrable Securities at any time exceeds seventy-five percent (75%) of
the number of shares of Common Stock then registered for the account of the
Holders in all existing Registration Statements hereunder.

3.4 Notify the Holders of Registrable Securities to be sold and their
Special Counsel as promptly as reasonably possible (and, in the case of
(i)(A) below, not less than five (5) Business Days prior to such filing)
and (if requested by any such Person) confirm such notice in writing no
later than one Business Day following the day (i)(A) when a Prospectus or
any Prospectus supplement or post-effective amendment to a Registration
Statement is proposed to be filed; and (B) with respect to a Registration
Statement or any post-effective amendment, when the same has become
effective; (ii) of the issuance by the Commission of any stop order
suspending the effectiveness of a Registration Statement covering any or
all of the Registrable Securities or the initiation of any Proceedings for
that purpose; (iii) of the receipt by the Company of any notification with
respect to the suspension of the qualification or exemption from
qualification of any of the Registrable Securities for sale in any
jurisdiction, or the initiation or threatening of any Proceeding for such
purpose; and (iv) of the occurrence of any event or passage of time that
makes the financial statements included in a Registration Statement
ineligible for inclusion therein or any statement made in a Registration
Statement or Prospectus or any document incorporated or deemed to be
incorporated therein by reference untrue in any material respect or that
requires any revisions to a Registration Statement, Prospectus or other
documents so that, in the case of a Registration Statement or the
Prospectus, as the case may be, it will not contain any untrue statement of
a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.

3.5 Promptly deliver to each Holder and their Special Counsel, without
charge, as many copies of the Prospectus or Prospectuses, including each
form of Prospectus, and each amendment or supplement thereto as such
Persons may reasonably request. The Company hereby consents to the use of
such Prospectus and each amendment or supplement thereto by each of the
selling Holders in connection with the offering and sale of the Registrable
Securities covered by such Prospectus and any amendment or supplement
thereto.

3.6 Prior to any public offering of Registrable Securities, use its
best efforts to register or qualify or cooperate with the selling Holders
and their Special Counsel in connection with the registration or
qualification (or exemption from such registration or qualification) of
such Registrable Securities for offer and sale under the securities or Blue
Sky laws of such jurisdictions within the United States as any Holder
requests in writing, to keep each such registration or qualification (or
exemption therefrom) effective during the Effectiveness Period and to do
any and all other acts or things necessary or advisable to enable the
disposition in such jurisdictions of the Registrable Securities covered by
a


6


Registration Statement; provided, that the Company shall not be required to
qualify generally to do business in any jurisdiction where it is not then
so qualified or subject the Company to any material tax in any such
jurisdiction where it is not then so subject.

3.7 Cooperate with the Holders to facilitate the timely preparation
and delivery of certificates representing Registrable Securities to be
delivered to a transferee pursuant to a Registration Statement, which
certificates shall be free, to the extent permitted by law, of all
restrictive legends, and to enable such Registrable Securities to be in
such denominations and registered in such names as any such Holders may
request.

3.8 Upon the occurrence of any event contemplated this Section 3, as
promptly as reasonably possible, prepare a supplement or amendment,
including a post-effective amendment, to a Registration Statement or a
supplement to the related Prospectus or any document incorporated or deemed
to be incorporated therein by reference, and file any other required
document so that, as thereafter delivered, neither a Registration Statement
nor such Prospectus will contain an 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, in light of the circumstances under which they
were made, not misleading.

3.9 Comply with all applicable rules and regulations of the
Commission.

3.10 Use its best efforts to avoid the issuance of, or, if issued,
obtain the withdrawal of (i) any order suspending the effectiveness of a
Registration Statement, or (ii) any suspension of the qualification (or
exemption from qualification) of any of the Registrable Securities for sale
in any jurisdiction, at the earliest practicable moment.

3.11 Furnish to each Holder and their Special Counsel, without charge,
at least one conformed copy of each Registration Statement and each
amendment thereto, including financial statements and schedules, all
documents incorporated or deemed to be incorporated therein by reference,
and all exhibits to the extent requested by such Person (including those
previously furnished or incorporated by reference) promptly after the
filing of such documents with the Commission.

3.12 Notwithstanding anything herein to the contrary, if at any time
or from time to time during the Effectiveness Period, the Company notifies
the Holders in writing of the existence of a Potential Material Event (as
defined below), the Holders shall not offer or sell any Securities from the
time of the giving of notice with respect to a Potential Material Event
until the Holders receive written notice from the Company that such
Potential Material Event either has been disclosed to the public or no
longer constitutes a Potential Material Event; provided, however, that,
subject to Subsections 3.12.1 and 3.12.2, the Company may not so suspend
the right to such holders of Securities for more than sixty (60) calendar
days in the aggregate during any twelve-month period, and if such period is
exceeded, such period shall be deemed an "Event" and the Company shall be
liable to the Holder for liquidated damages pursuant to Section 2(c);
provided, further, subject to Subsections 3.12.1 and 3.12.2, the failure to
maintain a


7


Registration Statement for not more than sixty (60) calendar days in the
aggregate during any twelve (12) month period as a result of a Potential
Material Event shall not be deemed a breach of this Agreement, provided the
Company timely pays the Holder such liquidated damages. The Company must
give the Holders at least thirty (30) calendar days' prior written notice
that such a blackout period (without indicating the nature of such blackout
period) will occur and such notice must be acknowledged in writing by the
Holders. Failure to provide the Holders with such notice shall constitute
an Event during the entire applicable period that the Registration
Statement is suspended. "Potential Material Event" means any of the
following:

3.12.1 The Board of Directors of the Company determines, in its
good faith judgment, that the use of any Prospectus would require the
disclosure of important information which the Company has a bona fide
business purpose for preserving as confidential or the disclosure of
which would impede the Company's ability to consummate a significant
transaction, in which event such period may be extended for up to
thirty (30) additional days in any twelve (12) month period;

3.12.2 Company consummates any business combination for purposes
of Rule 3-05 or Article 11 of Regulation S-X under the Securities Act,
in which event such restricted period may be extended until the date
on which the Company has filed such reports or obtained the financial
information required by Rule 3-05 or Article 11 of Regulation S-X to
be included in the Registration Statement, but in no event more sixty
(60) additional days in any twelve (12) month period;

3.12.3 After one year from the Closing Date, the Company files or
proposes to file a registration statement in an underwritten primary
equity offering initiated by the Company (other than any registration
by the Company on Form S-8), which underwriters are reasonably
acceptable to a majority in interest of the Holders, or a successor or
substantially similar form, of (i) an employee stock option, stock
purchase or compensation plan or of securities issued or issuable
pursuant to any such plan, or (ii) a dividend reinvestment plan), in
which event such restricted period may be extended for thirty (30)
days prior to the effective date of the registration statement
covering such underwritten primary equity offering and ending on the
date specified by such managing underwriter in such written request to
each Holder, which date shall be no more than thirty (30) days after
such effective date, during which the Holder agrees, if requested in
writing by the managing underwriter or underwriters administering such
offering, not to effect any offer, sale or distribution of Company
securities (or any option or right to acquire Company securities;

4. REGISTRATION EXPENSES. All fees and expenses incident to the performance
of or compliance with this Agreement by the Company shall be borne by the
Company whether or not any Registrable Securities are sold pursuant to the
Registration Statement. The fees and expenses referred to in the foregoing
sentence shall include, without limitation, (i) all registration and


8


filing fees (including, without limitation, fees and expenses (A) with respect
to filings required to be made with the Nasdaq OTC Bulletin Board and any
Subsequent Market on which the Common Stock is then listed for trading, and (B)
in compliance with applicable state securities or Blue Sky laws (including,
without limitation, fees and disbursements of counsel for the Company in
connection with Blue Sky qualifications or exemptions of the Registrable
Securities and determination of the eligibility of the Registrable Securities
for investment under the laws of such jurisdictions as requested by the
Holders)); (ii) printing expenses (including, without limitation, expenses of
printing certificates for Registrable Securities and of printing prospectuses
requested by the Holders); (iii) messenger, telephone and delivery expenses;
(iv) fees and disbursements of counsel for the Company; and (v) fees and
expenses of all other Persons retained by the Company in connection with the
consummation of the transactions contemplated by this Agreement; and (vi) and
fees and expenses of the Special Counsel up to $20,000. In addition, the Company
shall be responsible for all of its internal expenses incurred in connection
with the consummation of the transactions contemplated by this Agreement
(including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), the expense of any annual
audit and the fees and expenses incurred in connection with the listing of the
Registrable Securities on any securities exchange as required hereunder.

5. INDEMNIFICATION.

5.1 Indemnification by the Company. The Company shall, notwithstanding
any termination of this Agreement, indemnify and hold harmless each Holder,
the officers, directors, agents, brokers (including brokers who offer and
sell Registrable Securities as principal as a result of a pledge or any
failure to perform under a margin call of Common Stock), investment
advisors and employees of each of them, each Person who controls any such
Holder (within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act) and the officers, directors, agents and employees
of each such controlling Person, to the fullest extent permitted by
applicable law, from and against any and all losses, claims, damages,
liabilities, costs (including, without limitation, costs of preparation and
attorneys' fees) and expenses (collectively, "Losses"), as incurred,
arising out of or relating to any untrue or alleged untrue statement of a
material fact contained in a Registration Statement, any Prospectus or any
form of prospectus or in any amendment or supplement thereto or in any
preliminary prospectus, or arising out of or relating to any omission or
alleged omission of a material fact required to be stated therein or
necessary to make the statements therein (in the case of any Prospectus or
form of prospectus or supplement thereto, in light of the circumstances
under which they were made) not misleading, except to the extent, but only
to the extent, that (i) such untrue statements or omissions are based
solely upon information regarding such Holder furnished in writing to the
Company by such Holder expressly for use therein, or to the extent that
such information relates to such Holder or such Holder's proposed method of
distribution of Registrable Securities and was reviewed and expressly
approved in writing by such Holder expressly for use in a Registration
Statement, such Prospectus or such form of Prospectus or in any amendment
or supplement thereto or (ii) in the case of an occurrence of an event of
the type specified in Section 3.4(ii)-(vi), the use by such Holder of an
outdated or defective Prospectus after


9


the Company has notified such Holder in writing that the Prospectus is
outdated or defective and prior to the receipt by such Holder of the Advice
contemplated in Section 6.5. The Company shall notify the Holders promptly
of the institution, threat or assertion of any Proceeding of which the
Company is aware in connection with the transactions contemplated by this
Agreement.

5.2 Indemnification by Holders. Each Holder shall, severally and not
jointly, indemnify and hold harmless the Company, its directors, officers,
agents and employees, each Person who controls the Company (within the
meaning of Section 15 of the Securities Act and Section 20 of the Exchange
Act), and the directors, officers, agents or employees of such controlling
Persons, to the fullest extent permitted by applicable law, from and
against all Losses (as determined by a court of competent jurisdiction in a
final judgment not subject to appeal or review) arising out of or based
upon any untrue statement of a material fact contained in any Registration
Statement, any Prospectus, or any form of prospectus, or in any amendment
or supplement thereto, or arising solely out of or based solely upon any
omission of a material fact required to be stated therein or necessary to
make the statements therein not misleading to the extent, but only to the
extent, that such untrue statement or omission is contained in any
information so furnished in writing by such Holder to the Company
specifically for inclusion in such Registration Statement or such
Prospectus or to the extent that (i) such untrue statements or omissions
are based solely upon information regarding such Holder furnished in
writing to the Company by such Holder expressly for use therein, or to the
extent that such information relates to such Holder or such Holder's
proposed method of distribution of Registrable Securities and was reviewed
and expressly approved in writing by such Holder expressly for use in the
Registration Statement, such Prospectus or such form of Prospectus or in
any amendment or supplement thereto or (ii) in the case of an occurrence of
an event of the type specified in Section 3(d)(ii)-(vi), the use by such
Holder of an outdated or defective Prospectus after the Company has
notified such Holder in writing that the Prospectus is outdated or
defective and prior to the receipt by such Holder of the Advice
contemplated in Section 6(e). In no event shall the liability of any
selling Holder hereunder be greater in amount than the dollar amount of the
net proceeds received by such Holder upon the sale of the Registrable
Securities giving rise to such indemnification obligation.

5.3 Conduct of Indemnification Proceedings.

5.3.1 If any Proceeding shall be brought or asserted against any
Person entitled to indemnity hereunder (an "Indemnified Party"), such
Indemnified Party shall promptly notify the Person from whom indemnity
is sought (the "Indemnifying Party") in writing, and the Indemnifying
Party shall assume the defense thereof, including the employment of
counsel reasonably satisfactory to the Indemnified Party and the
payment of all fees and expenses incurred in connection with defense
thereof; provided, that the failure of any Indemnified Party to give
such notice shall not relieve the Indemnifying Party of its
obligations or liabilities pursuant to this Agreement, except (and
only) to the extent that it shall be finally determined by a court of
competent jurisdiction


10


(which determination is not subject to appeal or further review) that
such failure shall have proximately and materially adversely
prejudiced the Indemnifying Party.

5.3.2 An Indemnified Party shall have the right to employ
separate counsel in any such Proceeding and to participate in the
defense thereof, but the fees and expenses of such counsel shall be at
the expense of such Indemnified Party or Parties unless: (i) the
Indemnifying Party has agreed in writing to pay such fees and
expenses; or (ii) the Indemnifying Party shall have failed promptly to
assume the defense of such Proceeding and to employ counsel reasonably
satisfactory to such Indemnified Party in any such Proceeding; or
(iii) the named parties to any such Proceeding (including any
impleaded parties) include both such Indemnified Party and the
Indemnifying Party, and such Indemnified Party shall have been advised
by counsel that a conflict of interest is likely to exist if the same
counsel were to represent such Indemnified Party and the Indemnifying
Party (in which case, if such Indemnified Party notifies the
Indemnifying Party in writing that it elects to employ separate
counsel at the expense of the Indemnifying Party, the Indemnifying
Party shall not have the right to assume the defense thereof and such
counsel shall be at the expense of the Indemnifying Party). The
Indemnifying Party shall not be liable for any settlement of any such
Proceeding effected without its written consent, which consent shall
not be unreasonably withheld. No Indemnifying Party shall, without the
prior written consent of the Indemnified Party, effect any settlement
of any pending Proceeding in respect of which any Indemnified Party is
a party, unless such settlement includes an unconditional release of
such Indemnified Party from all liability on claims that are the
subject matter of such Proceeding.

5.3.3 All fees and expenses of the Indemnified Party (including
reasonable fees and expenses to the extent incurred in connection with
investigating or preparing to defend such Proceeding in a manner not
inconsistent with this Section) shall be paid to the Indemnified
Party, as incurred, within ten (10) Business Days of written notice
thereof to the Indemnifying Party (regardless of whether it is
ultimately determined that an Indemnified Party is not entitled to
indemnification hereunder; provided, that the Indemnifying Party may
require such Indemnified Party to undertake to reimburse all such fees
and expenses to the extent it is finally judicially determined that
such Indemnified Party is not entitled to indemnification hereunder).

5.4 Contribution.

5.4.1 If a claim for indemnification under Section 5.1 or 5.2 is
unavailable to an Indemnified Party (by reason of public policy or
otherwise), then each Indemnifying Party, in lieu of indemnifying such
Indemnified Party, shall contribute to the amount paid or payable by
such Indemnified Party as a result of such Losses, in such proportion
as is appropriate to reflect the relative fault of the Indemnifying
Party and Indemnified Party in connection with the


11


actions, statements or omissions that resulted in such Losses as well
as any other relevant equitable considerations. The relative fault of
such Indemnifying Party and Indemnified Party shall be determined by
reference to, among other things, whether any action in question,
including any untrue or alleged untrue statement of a material fact or
omission or alleged omission of a material fact, has been taken or
made by, or relates to information supplied by, such Indemnifying
Party or Indemnified Party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent
such action, statement or omission. The amount paid or payable by a
party as a result of any Losses shall be deemed to include, subject to
the limitations set forth in Section 5.3, any reasonable attorneys' or
other reasonable fees or expenses incurred by such party in connection
with any Proceeding to the extent such party would have been
indemnified for such fees or expenses if the indemnification provided
for in this Section was available to such party in accordance with its
terms.

5.4.2 The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 5.4 were determined
by pro rata allocation or by any other method of allocation that does
not take into account the equitable considerations referred to in the
immediately preceding paragraph. Notwithstanding the provisions of
this Section 5.4, no Holder shall be required to contribute, in the
aggregate, any amount in excess of the amount by which the proceeds
actually received by such Holder from the sale of the Registrable
Securities subject to the Proceeding exceeds the amount of any damages
that such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission.

5.4.3 The indemnity and contribution agreements contained in this
Section are in addition to any liability that the Indemnifying Parties
may have to the Indemnified Parties.

6. MISCELLANEOUS.

6.1 Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions
hereof may not be given, unless the same shall be in writing and signed by
the Company and the Holders of at least two-thirds of the then outstanding
Registrable Securities. Notwithstanding the foregoing, a waiver or consent
to depart from the provisions hereof with respect to a matter that relates
exclusively to the rights of Holders and that does not directly or
indirectly affect the rights of other Holders may be given by Holders of at
least a majority of the Registrable Securities to which such waiver or
consent relates; provided, however, that the provisions of this sentence
may not be amended, modified, or supplemented except in accordance with the
provisions of the immediately preceding sentence.

6.2 No Inconsistent Agreements. Neither the Company nor any of its
subsidiaries has entered, as of the date hereof, nor shall the Company or
any of its


12


subsidiaries, on or after the date of this Agreement, enter into any
agreement with respect to its securities, that would have the effect of
impairing the rights granted to the Holders in this Agreement or otherwise
conflicts with the provisions hereof. Except as and to the extent specified
in Schedule 6.2 hereto, neither the Company nor any of its subsidiaries has
previously entered into any agreement granting any registration rights with
respect to any of its securities to any Person that have not been satisfied
in full.

6.3 No Piggyback on Registrations. Except as and to the extent
specified in Schedule 6.3 hereto, neither the Company nor any of its
security holders (other than the Holders in such capacity pursuant hereto)
may include securities of the Company in the Registration Statement other
than the Registrable Securities, and the Company shall not after the date
hereof enter into any agreement providing any such right to any of its
security holders.

6.4 Compliance. Each Holder covenants and agrees that it will comply
with the prospectus delivery requirements of the Securities Act as
applicable to it in connection with sales of Registrable Securities
pursuant to the Registration Statement.

6.5 Discontinued Disposition. Each Holder agrees by its acquisition of
such Registrable Securities that, upon receipt of a notice from the Company
of the occurrence of any event of the kind described in Sections 3.4, such
Holder will forthwith discontinue disposition of such Registrable
Securities under a Registration Statement until such Holder's receipt of
the copies of the supplemented Prospectus and/or amended Registration
Statement contemplated by Section 3.8, or until it is advised in writing
(the "Advice") by the Company that the use of the applicable Prospectus may
be resumed, and, in either case, has received copies of any additional or
supplemental filings that are incorporated or deemed to be incorporated by
reference in such Prospectus or Registration Statement. The Company may
provide appropriate stop orders to enforce the provisions of this
paragraph.

6.6 Piggy-Back Registrations. If at any time during the Effectiveness
Period there is not an effective Registration Statement covering all of the
Registrable Securities 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 Securities Act of any of
its equity securities, other than on Form S-4 or Form S-8 (each as
promulgated under the Securities Act) or their then equivalents relating to
equity securities to be issued solely in connection with any acquisition of
any entity or business or equity securities issuable in connection with
stock option or other employee benefit plans, then the Company shall send
to each Holder written notice of such determination and, if within fifteen
(15) 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 such Registrable Securities such holder requests to be
registered, subject to customary underwriter cutbacks applicable to all
Holders of registration rights; provided, that, the Company shall not be
required to register any Registrable Securities pursuant to this Section
6.6 that are eligible for resale pursuant to Rule 144(k) promulgated under
the Securities Act.


13


6.7 Notices. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be delivered as set
forth in the Purchase Agreement.

6.8 Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors and permitted assigns of each of the
parties and shall inure to the benefit of each Holder. The Company may not
assign its rights or obligations hereunder without the prior written
consent of each Holder. Each Holder may assign their respective rights
hereunder in the manner and to the Persons as permitted under the Purchase
Agreement.

6.9 Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an
original and, all of which taken together shall constitute one and the same
Agreement. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid binding obligation of the
party executing (or on whose behalf such signature is executed) the same
with the same force and effect as if such facsimile signature were the
original thereof.

6.10 Governing Law. All questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be
governed by and construed and enforced in accordance with the internal laws
of the State of California, without regard to the principles of conflicts
of law thereof. Each party hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in the City of San
Diego, for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein,
and hereby irrevocably waives, and agrees not to assert in any suit, action
or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is
improper. Each party hereby irrevocably waives personal service of process
and consents to process being served in any such suit, action or proceeding
by mailing a copy thereof 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 manner permitted by law. Each party hereto hereby
irrevocably waives, to the fullest extent permitted by applicable law, any
and all right to trial by jury in any legal proceeding arising out of or
relating to this Agreement or the transactions contemplated hereby. If
either party shall commence a Proceeding to enforce any provisions of this
Agreement, then the prevailing party in such Proceeding shall be reimbursed
by the other party for its attorneys fees and other costs and expenses
incurred with the investigation, preparation and prosecution of such
Proceeding.

6.11 Cumulative Remedies. The remedies provided herein are cumulative
and not exclusive of any remedies provided by law.


14


6.12 Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the
parties hereto shall use their reasonable efforts to find and employ an
alternative means to achieve the same or substantially the same result as
that contemplated by such term, provision, covenant or restriction. It is
hereby stipulated and declared to be the intention of the parties that they
would have executed the remaining terms, provisions, covenants and
restrictions without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable.

6.13 Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

6.14 Independent Nature of Purchasers' Obligations and Rights. The
obligations of each Purchaser hereunder is several and not joint with the
obligations of any other Purchaser hereunder, and no Purchaser shall be
responsible in any way for the performance of the obligations of any other
Purchaser hereunder. Nothing contained herein or in any other agreement or
document delivered at any closing, and no action taken by any Purchaser
pursuant hereto or thereto, shall be deemed to constitute the Purchasers as
a partnership, an association, a joint venture or any other kind of entity,
or create a presumption that the Purchasers are in any way acting in
concert with respect to such obligations or the transactions contemplated
by this Agreement. Each Purchaser shall be entitled to protect and enforce
its rights, including without limitation the rights arising out of this
Agreement, and it shall not be necessary for any other Purchaser to be
joined as an additional party in any proceeding for such purpose.

IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.

AETHLON MEDICAL, INC.


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


15


HOLDER SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT


- -------------------------------------
Signature of Holder

----------------------------------------
Outstanding Principal Amount of Notes

- -------------------------------------
Name of Holder


16


EXHIBIT A

PLAN OF DISTRIBUTION

The Selling Stockholders and any of their pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of their shares
of Common Stock on any stock exchange, market or trading facility on which the
shares are traded or in private transactions. These sales may be at fixed or
negotiated prices. The Selling Stockholders may use any one or more of the
following methods when selling shares:

- ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;

- block trades in which the broker-dealer will attempt to sell the
shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;

- purchases by a broker-dealer as principal and resale by the
broker-dealer for its account;

- an exchange distribution in accordance with the rules of the
applicable exchange;

- privately negotiated transactions;

- short sales;

- broker-dealers may agree with the Selling Stockholders to sell a
specified number of such shares at a stipulated price per share;

- a combination of any such methods of sale; and

- any other method permitted pursuant to applicable law.

The Selling Stockholders may also sell shares under Rule 144 under the
Securities Act of 1933, if available, rather than under this prospectus.
Broker-dealers engaged by the Selling Stockholders may arrange for other
brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the Selling Stockholders (or, if any broker-dealer acts as
agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated. The Selling Stockholders do not expect these commissions and
discounts to exceed what is customary in the types of transactions involved.

The Selling Stockholders may from time to time pledge or grant a security
interest in some or all of the Shares or Common Stock or Warrant owned by them
and, if they default in the performance of their secured obligations, the
pledgees or secured parties may offer and sell the shares of common stock from
time to time under this prospectus, or under an amendment to this prospectus
under Rule 424(b)(3) or other applicable provision of the Securities Act
amending the list of Selling Stockholders to include the pledgee, transferee or
other successors in interest as Selling Stockholders under this prospectus.


17


The Selling Stockholders also may transfer the shares of Common Stock in
other circumstances, in which case the transferees, pledgees or other successors
in interest will be the selling beneficial owners for purposes of this
prospectus.

The Selling Stockholders and any broker-dealers or agents that are involved
in selling the shares may be deemed to be "underwriters" within the meaning of
the Securities Act in connection with such sales. In such event, any commissions
received by such broker-dealers or agents and any profit on the resale of the
shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. The Selling Stockholders have informed the
Company that it does not have any agreement or understanding, directly or
indirectly, with any person to distribute the Common Stock.

The Company is required to pay all fees and expenses incident to the
registration of the shares. The Company has agreed to indemnify the Selling
Stockholders against certain losses, claims, damages and liabilities, including
liabilities under the Securities Act.


18