<PAGE>

EXHIBIT 10.1

THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THE NOTE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
APPLICABLE STATE SECURITIES LAWS. NEITHER THE NOTE NOR SUCH SHARES OF COMMON
STOCK MAY 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.

                              AETHLON MEDICAL, INC.
                              12% CONVERTIBLE NOTE
                                     $60,000


FOR VALUE RECEIVED, Aethlon Medical, Inc., a Nevada corporation (the "Company"),
promises to pay to Phillip A. Ward Trust (03/04/96), whose address is PO Box
3332, Rancho Santa Fe, California 92067, or registered assigns (the "Holder"),
the sum of Sixty-Thousand Dollars ($60,000) in lawful money of the United States
of America on or before the Maturity Date as defined herein, with all Interest
thereon as defined and specified herein.

Interest. This Note shall bear interest ("Interest") equal to twelve percent
(12%) per annum on the unpaid principal balance, computed on a three hundred
sixty (360)-day year, during the term of the Note. The Company shall pay all
Interest on or before the Maturity Date. In no event shall the rate of Interest
payable on this Note exceed the maximum rate of Interest permitted to be charged
under applicable law.

Payments. All payments under this Note shall first be credited against the
payment of accrued and unpaid Interest, if any, and the remainder shall be
credited against principal. All payments due hereunder shall be payable in legal
tender of the United States of America, and in same day funds delivered to
Holder by cashier's check, certified check, bank wire transfer or any other
means of guaranteed funds to the mailing address provided below, or at such
other place as the Holder shall designate in writing for such purpose from time
to time. If a payment under this Note otherwise would become due and payable on
a Saturday, Sunday or legal holiday (any other day being a "Business Day"), the
due date of the payment shall be extended to the next succeeding Business Day,
and Interest, if any, shall be payable thereon during such extension.

Pre-Payments and Maturity Date. This Note shall be due and payable in full,
including all accrued Interest thereon, on July 13, 2008 (the "Maturity Date").
At any time on or prior to the Maturity Date, the Company shall have the right
to prepay this Note, in whole or in part, in cash or in Common Stock at the
option of the Company, provided that on such prepayment date, the Company will
pay in respect of the redeemed Note cash equal to the face amount plus accrued
Interest on the Note (or portion thereof) redeemed. At any time after the
Maturity Date, the Company shall have the right to repay this Note, in whole or
in part, in cash or in Common Stock at the option of the Company. The Company
may prepay this Note at any time after issuance without penalty. Conversion of
Note

Conversion of Note/Conversion Price. This Note is convertible, at the option of
the Holder, into shares of the Company's Common Stock (the "Common Stock") at
any time after the Issue Date prior to the close of business on the Business Day
prior to the Maturity Date at the rate of $0.50 per share (the "Conversion
Price"), subject to adjustment as hereinafter provided. No fractional shares
will be issued. In lieu thereof, the Company will pay cash for fractional share
amounts equal to the fair market value of the Common Stock as quoted as the
closing bid price of the Common Stock on the date of conversion.

Adjustment Based Upon Stock Dividends, Combination of Shares or
Recapitalization. The Conversion Price shall be adjusted in the event that the
Company shall at any time (i) pay a stock dividend on the Common Stock; (ii)
subdivide its outstanding Common Stock into a greater number of shares; (iii)
combine its outstanding Common Stock into a smaller number of shares; (iv) issue
by reclassification of its Common Stock any other special capital stock of the
Company; or (v) distribute to all holders of Common Stock evidences of
indebtedness or assets (excluding cash dividends) or rights to subscribe for
Common Stock (other than those mentioned above). No adjustment of the Conversion
Price will be required until cumulative adjustments amount to One Dollar ($1.00)
per Note or more. Upon the occurrence of an event requiring adjustment of the
Conversion Price, and thereafter, the Holder, upon surrender of this Note for
conversion, shall be entitled to receive the number of shares of Common Stock or
other capital stock of the Company that the Holder would have owned or have been
entitled to receive after the happening of any of the events described above had
this Note been converted immediately prior to the happening of such event.


                                       1



<PAGE>

Adjustment Based Upon Merger or Consolidation. In case of any consolidation or
merger to which the Company is a party (other than a merger in which the Company
is the surviving entity and which does not result in any reclassification of or
change in the outstanding Common Stock of the Company), or in case of any sale
or conveyance to another person, firm, or corporation of the property of the
Company as an entirety or substantially as an entirety, the Holder shall have
the right to convert this Note into the kind and amount of securities and
property (including cash) receivable upon such consolidation, merger, sale or
conveyance by the Holder of the number of shares of Common Stock into which such
Note might have been converted immediately prior thereto.

Exercise of Conversion Privilege.
The Conversion Privilege provided for in this Note shall be exercisable by the
Holder by written notice to the Company or its successor and the surrender of
this Note in exchange for the number of shares (or other securities and
property, including cash, in the event of an adjustment of the Conversion Price)
into which this Note is convertible based upon the Conversion Price.
The Holder's conversion right may be exercised at any time and from time to time
but prior to payment in full of the principal amount of the accrued interest on
this Note. Conversion rights will expire at the close of business on the
Business Day prior to the Maturity Date or redemption date of this Note.

The Holder may exercise the right to convert all or any portion of the principal
amount and accrued Interest on this Note by delivery of (i) this Note and (ii) a
completed Conversion Notice in the form attached as Exhibit C on a Business Day
to the Company's principal executive offices. Such conversion shall be deemed to
have been made immediately prior to the close of business on the Business Day of
such delivery a conversion notice (the "Conversion Date"), and the Holder shall
be treated for all purposes as the record holder of the shares of Common Stock
into which this Note is converted as of such date.

Upon conversion of the entire principal amount and accrued Interest of this Note
and the delivery of shares of Common Stock upon conversion of this Note, except
as otherwise provided in Paragraph 20, "Representations and Warranties to
Survive Closing," the Company shall be forever released from all of its
obligations and liabilities under this Note.

Corporate Status of Common Stock to be Issued. All Common Stock (or other
securities in the event of an adjustment of the Conversion Price) which may be
issued upon the conversion of this Note shall, upon issuance, be fully paid and
nonassessable.

Issuance of Certificate. Upon the conversion of this Note, the Company shall,
within five (5) Business Days of such conversion, issue to the Holder a
certificate or certificates representing the number of shares of the Common
Stock (or other securities in the event of an adjustment of the Conversion
Price) to which the conversion relates.

Status of Holder of Note. This Note shall not entitle the Holder to any voting
rights or other rights as a shareholder of the Company or to any rights
whatsoever except the rights herein expressed, and no dividends shall be payable
or accrue in respect of this Note or the securities issuable upon the conversion
hereof unless and until this Note shall be converted. Upon the conversion of
this Note, the Holder shall, to the extent permitted by law, be deemed to be the
holder of record of the shares of Common Stock issuable upon such conversion,
notwithstanding that the stock transfer books of the Company shall then be
closed or that the certificates representing such shares of Common Stock shall
not then be actually delivered.

Reserve of Shares of Common Stock. The Company shall reserve out of its
authorized shares of Common Stock, and other securities in the event of an
adjustment of the Conversion Price, a number of shares sufficient to enable it
to comply with its obligation to issue shares of Common Stock, and other
securities in the event of an adjustment of the Conversion Price, upon the
conversion of this Note.

Transfer Restrictions; Exemption from Registration.
The Holder agrees that (i) this Note and the shares of Common Stock issuable
upon conversion have not been registered under the Act and may not be sold or
transferred without registration under the Act or unless an exemption from such
registration is available; (ii) the Holder has acquired this Note and will
acquire the Common Stock for its own account for investment purposes only and
not with a view toward resale or distribution; and (iii) if a registration
statement that includes the Common Stock is not effective at the time Common
Stock is issued to Holder upon conversion under this Note, and the Common Stock
is not exempt from registration under Rule 144, then the Common Stock shall be
inscribed with the following legend:


                                       2



<PAGE>

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF HOLDER'S COUNSEL, IN A
CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE
STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

If an opinion of counsel of Holder provides that registration is not required
for the proposed conversion or transfer of this Note or the proposed transfer of
the shares of Common Stock issuable upon conversion and that the proposed
conversion or transfer in the absence of registration would require the Company
to take any action including executing and filing forms or other documents with
the Securities and Exchange Commission (the "SEC") or any state securities
agency, or delivering to the Holder any form or document in order to establish
the right of the Holder to effectuate the proposed conversion or transfer, the
Company agrees promptly, at its expense, to take any such action; and provided,
further, that the Company will reimburse the Holder in full for any expenses
(including but not limited to the fees and disbursements of such counsel, but
excluding brokers' commissions) incurred by the Holder or owner of shares of
Common Stock on his, her or its behalf in connection with such conversion or
transfer of the Note or transfer of the shares of Common Stock.

Piggy-Back Registration Rights
The Purchaser shall have certain "piggy-back" registration rights as follows:

If at any time after the issuance of the Registrable Securities, the Company
shall file with the SEC a registration statement under the Act registering any
shares of equity securities and which could also include for registration the
Registrable Securities without additional undue expense in the reasonable
discretion of the Company, the Company shall give written notice to Purchaser
prior to such filing.

Within 20 calendar days after such notice from the Company, Purchaser shall give
written notice to the Company whether or not Purchaser desires to have all of
Purchaser's Registrable Securities included in the registration statement. If
any Purchaser fails to give such notice within such period, Purchaser shall not
have the right to have Purchaser's Registrable Securities registered pursuant to
such registration statement. If Purchaser gives such notice, then the Company
shall include Purchaser's Registrable Securities in the registration statement,
at Company's sole cost and expense, subject to the remaining terms of this
Section 5.

If the registration statement relates to an underwritten offering, and the
underwriter shall determine in writing that the total number of shares of equity
securities to be included in the offering, including the Registrable Securities,
shall exceed the amount which the underwriter deems to be appropriate for the
offering, the number of shares of the Registrable Securities shall be reduced in
the same proportion as the remainder of the shares in the offering and
Purchaser's Registrable Securities included in such registration statement will
be reduced proportionately. For this purpose, if other securities in the
registration statement are derivative securities, their underlying shares shall
be included in the computation. Purchaser shall enter into such agreements as
may be reasonably required by the underwriters and Purchaser shall pay the
underwriters commissions relating to the sale of its Registrable Securities.

The Purchaser shall have an unlimited number of opportunities to have the
Registrable Securities registered under this Section 8 provided that the Company
shall not be required to register any Registrable Security or keep any
Registration Statement effective beyond such period required under Section 8 of
this Agreement.

         The Purchaser shall furnish in writing to the Company such information
as the Company shall reasonably require in connection with a registration
statement. Rule 144.

         If the Company (a) has or registers a class of securities under Section
12 of the Securities Exchange Act of 1934, as amended (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 is requested by the Holder to enable the Holder to make
sales pursuant to Rule 144.


                                       3



<PAGE>

Default. The Company shall perform its obligations and covenants hereunder and
in each and every other agreement between the Company and Holder pertaining to
the Indebtedness evidenced hereby. The following provisions shall apply upon
failure of the Company so to perform.

Event of Default. Any of the following events shall constitute an "Event of
Default" hereunder: Failure by the Company to pay principal of any of the Notes
when due and payable on the Maturity Date; Failure of the Company to pay
Interest when due hereunder, which failure continues for a period of thirty (30)
days after the due date of the amount involved; or

The entry of an order for relief under Federal Bankruptcy Code as to the Company
or entry of any order appointing a receiver or trustee for the Company or
approving a petition in reorganization or other similar relief under bankruptcy
or similar laws in the United States of America or any other competent
jurisdiction, and if such order, if involuntary, is not satisfied or withdrawn
within sixty (60) days after entry thereof; or the filing of a petition by the
Company seeking any of the foregoing, or consenting thereto; or the filing of a
petition to take advantage of any debtor's act; or making a general assignment
for the benefit of creditors; or admitting in writing inability to pay debts as
they mature.

Acceleration. Upon any Event of Default (in addition to any other rights or
remedies provided for under this Note), at the option of the Holder, all sums
evidenced hereby, including all principal, Interest, fees and all other amounts
due hereunder, shall become immediately due and payable.

Notice by Company. Upon the happening of any Event of Default specified in this
paragraph that is not cured within the respective periods prescribed above, the
Company will give prompt written notice thereof to the Holder of this Note.
No Waiver. Failure of the Holder to exercise any option hereunder shall not
constitute a waiver of the right to exercise the same in the event of any
subsequent Event of Default, or in the event of continuance of any existing
Event of Default after demand or performance thereof.

Default Interest. Default Interest will accrue on an unpaid principal or
Interest due hereunder at the rate of fifteen percent (15%) per annum upon the
occurrence of any Event of Default until the Event of Default is cured. Pursuit
of any Remedy. Holder may not pursue any remedy under the Note unless (i) the
Company shall have received written notice of a continuing Event of Default from
the Holder and (ii) the Company shall have received a request from Holder to
pursue such remedy.

Assignment, Transfer or Loss of the Note.
No Holder of this Note may assign, transfer, hypothecate or sell all or any part
of this Note or in any way alienate or encumber the Note without the express
written consent of the Company, the granting or denial of which shall be within
the absolute discretion of the Company. Any attempt to effect such transfer
without the consent of the Company shall be null and void. The Company has not
registered this Note under the Act or the applicable securities laws of any
state in reliance on exemptions from registration. Such exemptions depend upon
the investment intent of the Holder at the time he acquires his Note. The Holder
is acquiring this Note for his own account for investment purposes only and not
with a view toward distribution or resale of such Note within the meaning of the
Act and the applicable securities laws of any state. The Company shall be under
no duty to register the Note or to comply with an exemption in connection with
the sale, transfer or other disposition under the applicable laws and
regulations of the Act or the applicable securities laws of any state. The
Company may require the Holder to provide, at his expense, an opinion of counsel
satisfactory to the Company to the effect that any proposed transfer or other
assignment of the Note will not result in a violation of the applicable federal
or state securities laws or any other applicable federal or state laws or
regulations. All expenses, including reasonable legal fees incurred by the
Company in connection with any permitted transfer, assignment or pledge of this
Note will be paid by the Holder requesting such transfer, assignment or pledge.

Upon receipt of evidence reasonably satisfactory to the Company of the loss,
theft, destruction or mutilation of any Note and, in the case of any such loss,
theft or destruction of any Note, upon delivery of an indemnity bond in such
reasonable amount as the Company may determine (or, in the case of any Note held
by the original Noteholder, of an indemnity agreement reasonably satisfactory to
the Company), or, in the case of any such mutilation, upon the surrender of such
Note to the Company at is principal office for cancellation, the Company at its
expense will execute and deliver, in lieu thereof, a new Note of like tenor,
dated the date to which interest hereunder shall have been paid on such lost,
stolen, destroyed or mutilated Note.


                                       4



<PAGE>

Notices. All notices provided for herein shall be validly given if in writing
and delivered personally or sent by certified mail, postage prepaid, to the
office of the Company or such other address as the Company may from time to time
designate in writing sent by certified mail, postage prepaid, to the Holder at
his address set forth below or such other address as the Holder may from time to
time designate in writing to the Company by certified mail, postage prepaid.

Usury. All Interest, Default Interest, fees, charges, goods, things in action or
any other sums or things of value, or other contractual obligations
(collectively, the "Additional Sums") paid by the Company hereunder, whether
pursuant to this Note or otherwise, with respect to the Indebtedness evidenced
hereby, or any other document or instrument in any way pertaining to the
Indebtedness, which, under the laws of the State of California may be deemed to
be Interest with respect to such loan or Indebtedness, shall, for the purpose of
any laws of the State of California, which may limit the maximum amount of
Interest to be charged with respect to such loan or Indebtedness, be payable by
the Company as, and shall be deemed to be, Interest and for such purposes only,
the agreed upon and contracted rate of Interest shall be deemed to be increased
by the Additional Sums. Notwithstanding any provision of this Note to the
contrary, the total liability for payments in the nature of Interest under this
Note shall not exceed the limits imposed by applicable law. The Company shall
not assert a claim, and shall actively resist any attempts to compel it to
assert a claim, respecting a benefit under any present or future usury laws
against any Holder of this Note.

Binding Effect. This Note shall be binding upon the parties hereto and their
respective heirs, executors, administrators, representatives, successors and
permitted assigns.

Collection Fees. Except as otherwise provided herein, the Company shall pay all
costs of collection, including reasonable attorneys' fees and all costs of suit
and preparation for such suit (and whether at trial or appellate level), in the
event the unpaid principal amount of this Note, or any payment of Interest is
not paid when due, or in the event Holder is made party to any litigation
because of the existence of the Indebtedness evidenced by this Note, or if at
any time Holder should incur any attorneys' fees in any proceeding under the
Federal Bankruptcy Code (or other similar laws for the protection of debtors
generally) in order to collect any Indebtedness hereunder or to preserve,
protect or realize upon any security for, or guarantee or surety of, such
Indebtedness whether suit be brought or not, and whether through courts of
original jurisdiction, as well as in courts of appellate jurisdiction, or
through a bankruptcy court or other legal proceedings.

Construction. This Note shall be governed as to its validity, interpretation,
construction, effect and in all other respects by and in accordance with the
laws and interpretations thereof of the State of California. Unless the context
otherwise requires, the use of terms in singular and masculine form shall
include in all instances singular and plural number and masculine, feminine and
neuter gender.

Severability. In the event any one or more of the provisions contained in this
Note or any future amendment hereto shall for any reason be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this Note or such other
agreement, and in lieu of each such invalid, illegal or unenforceable provision
there shall be added automatically as a part of this Note a provision as similar
in terms to such invalid, illegal or unenforceable provision as may be possible
and be valid, legal and enforceable.

Entire Agreement. This Note Agreement represents the entire agreement and
understanding between the parties concerning the subject matter hereof and
supersede all prior and contemporaneous agreements, understandings,
representations and warranties with respect thereto.

Governing Law; Jurisdiction; Jury Trial. The corporate laws of the State of
Nevada shall govern all issues concerning the relative rights of the Company and
its shareholders. All other questions concerning the construction, validity,
enforcement and interpretation of this Note shall be governed by the internal
laws of the State of California, without giving effect to any choice of law or
conflict of law provision or rule (whether of the State of California or any
other jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of California. 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 therewith, or with any transaction contemplated hereby or
discussed herein, or in any manner arising in connection with or related to the
transactions contemplated hereby or involving the parties hereto whether at law
or equity and under any contract, tort or any other claim whatsoever 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 brought in an inconvenient forum
or that the venue of such suit, action or proceeding is improper. Each party
hereby irrevocably waives personal service of process and consents to process


                                       5



<PAGE>

being served in any such suit, action or proceeding by mailing or faxing a copy
thereof to such party at the address for such notices as listed in this Note 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 HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY
TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR
ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.

Representations and Warranties to Survive Closing. All representations,
warranties and covenants contained herein shall survive the execution and
delivery of this Note and the issuance of any Conversion Shares upon the
conversion hereof.

Headings. The headings used in this Note are used for convenience only and are
not to be considered in construing or interpreting this Note.

Definitions.

"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person directly or indirectly,
whether through the ownership of Voting Stock, by contract or otherwise; and the
terms "controlling" and "controlled" have meanings correlative to the foregoing.

"Board of Directors" means, with respect to any Person, the Board of Directors
of such Person or any committee of the Board of Directors of such Person duly
authorized to act on behalf of the Board of Directors of such Person.

"Capital Stock" means, with respect to any Person, any and all shares,
interests, equity participations or other equivalents (however designated) of
corporate stock or partnership interests and any and all warrants, options and
rights with respect thereto (whether or not currently exercisable), including
each class of common stock and preferred stock of such Person.

"GAAP" means generally accepted accounting principles as in effect in the United
States of America as of the Issue Date.

"Holder" means a Person in whose name a Note is registered on the Company's
books.
"Indebtedness" means, without duplication, with respect to any Person, (a) all
obligations of such Person (i) in respect of borrowed money (whether or not the
recourse of the lender is to the whole of the assets of such person or only to a
portion thereof); (ii) evidenced by bonds, notes, debentures or similar
instruments; (iii) representing the balance deferred and unpaid of the purchase
price of any property or services (other than accounts payable or other
obligations arising in the ordinary course of business); (iv) evidenced by
bankers' acceptances or similar instruments issued or accepted by banks, (v) for
the payment of money relating to a capitalized lease obligation under GAAP; or
(vi) evidenced by a letter of credit or a reimbursement obligation of such
Person with respect to any letter of credit; (b) all net obligations of such
Person under interest rate swap obligations and foreign currency hedges; (c) all
liabilities of others of the kind described in the preceding clauses (a) or (b)
that such Person has guaranteed or that are otherwise its legal liability; (d)
Indebtedness (as otherwise defined in this definition) of another Person secured
by lien on any asset of such Person, whether or not such Indebtedness is assumed
by such Person, the amount of such obligations being deemed to be the lesser of
(1) the full amount of such obligations so secured, and (2) the fair market
value of such asset, as determined in good faith by the Board of Directors of
such Person, which determination shall be evidenced by a board resolution; and
(e) any and all deferrals, renewals, extensions, refinancings and refundings
(whether direct or indirect) of, or amendments, modifications or supplements to,
any liability of the kind described in any of the preceding clauses (a), (b),
(c), (d) or this clause (e), whether or not between or among the same parties.

"Issue Date" means the date on which the Note is originally issued.

"Maturity Date" means July 13, 2008.


                                       6



<PAGE>

"Person" means any individual, corporation, partnership, joint venture, trust,
estate, unincorporated organization or government or any agency or political
subdivision thereof. A "subsidiary" of any Person means (i) a corporation a
majority of whose Voting Stock is at the time, directly or indirectly, owned by
such Person, by one or more subsidiaries of such Person or by such Person and
one or more subsidiaries of such Person, (ii) a partnership in which such Person
or a subsidiary of such Person is, at the date of determination, a general or
limited partner of such partnership, but only if such Person or its subsidiary
is entitled to receive more than fifty percent (50%) of the assets of such
partnership upon its dissolution, or (iii) any other Person (other than a
corporation or partnership) in which such Person, directly or indirectly, at the
date of determination thereof, has (x) at least a majority ownership interest or
(y) the power to elect or direct the election of a majority of directors or
other governing body of such Person.

"Subsidiary" means any subsidiary of the Company.

"Voting Stock" means, with respect to any Person, securities of any class or
classes of Capital Stock in such Person entitling the holders thereof, whether
at all times or only so long as no senior class of stock has voting power by
reason of any contingency to vote in the election of members of the Board of
Directors or other governing body of such Person.

Miscellaneous. Except as otherwise provided herein, the Company waives demand,
diligence, presentment for payment and protest, notice of extension, dishonor,
maturity and protest. Time is of the essence with respect to the performance of
each and every covenant, condition, term and provision hereof.

IN WITNESS WHEREOF, this Note has been issued on the thirteenth day of July
2007.

AETHLON MEDICAL, INC.


By:  /s/ James W. Dorst
     ---------------------------------------
     James W. Dorst
     Chief Financial Officer


                                       7