<PAGE>
                                                                     EXHIBIT 4.1

         THIS WARRANT (THIS "WARRANT") HAS NOT BEEN REGISTERED UNDER THE
          SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE
      SECURITIES LAW. NEITHER THIS WARRANT NOR ANY WARRANT SHARES ISSUABLE
        UPON EXERCISE HEREOF NOR ANY INTEREST OR PARTICIPATION HEREIN OR
        THEREIN MAY BE SOLD, ASSIGNED, MORTGAGED, PLEDGED, HYPOTHECATED,
      ENCUMBERED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE ACT
                      AND APPLICABLE STATE SECURITIES LAWS.


                              AETHLON MEDICAL, INC.
                          COMMON STOCK PURCHASE WARRANT
                               FOR 568,181 SHARES

                       ORIGINAL ISSUE DATE: MARCH 31, 2006


     FOR VALUE RECEIVED, FUSION CAPITAL FUND II, LLC the registered holder
hereof, or its assigns (the "Holder"), is entitled to purchase from AETHLON
MEDICAL, INC., a Nevada corporation (the "COMPANY"), during the period specified
in this Warrant, 568,181 fully paid and non-assessable shares (subject to
adjustment as hereinafter provided) of Common Stock (the "WARRANT SHARES"), of
the Company at the purchase price per share provided in Section 1.2 of this
Warrant (the "WARRANT EXERCISE PRICE"), all subject to the terms and conditions
set forth in this Warrant.

SECTION 1. PERIOD FOR EXERCISE AND EXERCISE PRICE.

     1.1 PERIOD FOR EXERCISE. The right to purchase shares of Warrant Shares
represented by this Warrant shall be immediately exercisable, and shall expire
at 12:00 midnight, Chicago time, March 31, 2011 (the "EXPIRATION DATE").

     1.2 WARRANT EXERCISE PRICE. The Warrant Exercise Price shall be $0.76 per
Warrant Share (subject to adjustment as hereinafter provided).

SECTION 2. EXERCISE OF WARRANT.

     2.1 MANNER OF EXERCISE.

     (a) HOLDER ELECTION TO EXERCISE WARRANT. The Holder may exercise this
Warrant, in whole or in part, by surrendering this Warrant to the Company at the
principal office of the Company, accompanied by a warrant exercise notice (the
"WARRANT EXERCISE NOTICE") in substantially the form attached hereto duly
executed by the Holder and by payment of the Warrant Exercise Price for the
number of Warrant Shares for which this Warrant is then be exercised, either (i)
by check or wire transfer, (ii) by delivery of an instrument evidencing
indebtedness owing by the Company to the Holder in the appropriate amount, (iii)
by authorizing the Company to retain shares of Common Stock which would
otherwise be issuable upon exercise of this Warrant (in accordance with Section
2.4 hereof) or (iv) in a combination of (i), (ii) or (iii) above, provided,
however, that in no event shall the Holder be entitled to exercise this Warrant
for a number of Warrant Shares in excess of that number of Warrant Shares which,
upon giving effect to such exercise, would cause the aggregate number of shares
of Common Stock beneficially owned by the Holder to exceed 4.9% of the then
outstanding shares of the Common Stock following such exercise. For purposes of
the foregoing proviso, the aggregate number of shares of Common Stock
beneficially owned by the Holder shall include the number of shares of Common
Stock issuable upon exercise of this Warrant with respect to which determination
of such proviso is being made, but shall exclude the shares of Common Stock

<PAGE>

which would be issuable upon (i) exercise of the remaining, unexercised warrants
beneficially owned by the Holder and (ii) exercise or conversion of the
unexercised or unconverted portion of any other securities of the Company
beneficially owned by the Holder subject to a limitation on conversion or
exercise analogous to the limitation contained herein. Except as set forth in
the preceding sentence, for purposes of this paragraph, beneficial ownership
shall be calculated in accordance with Section 13(d) of the Securities Exchange
Act of 1934, as amended. The Holder may waive the foregoing 4.9% ownership
limitation by written notice to the Company upon not less than 61 days prior
written notice (with such waiver taking effect only upon the expiration of such
61 day notice period).

     (b) AUTOMATIC CASHLESS EXERCISE ON EXPIRATION DATE. If on the Expiration
Date any Warrant Shares remain unissued, then without any action by the Holder
or the Company whatsoever, on the Expiration Date this Warrant shall be
automatically, fully and cashlessly exercised for any remaining Warrant Shares
in accordance with Section 2.4 hereof. In connection therewith, the Company is
hereby directed and authorized to retain shares of Common Stock which would
otherwise be issuable upon such exercise of this Warrant (in accordance with
Section 2.4 hereof) as payment of the Warrant Exercise Price. In such case, at
any time after the Expiration Date, the Holder may request that the Company
issue to the Holder such remaining Warrant Shares which the Holder is entitled
to receive under this Section 2.1(b) by surrendering this Warrant to the Company
at the principal office of the Company, accompanied by a Warrant Exercise Notice
duly executed by the Holder stating the net number of Warrant Shares that the
Holder is entitled to receive and that the exercise of the Warrant was an
automatic cashless exercise under Section 2.1(b) of this Warrant as of the
Expiration Date.; provided, however, that in no event shall this Warrant be
automatically exercised under this Section 2.1(b) if the Holder would then be
entitled to a number of Warrant Shares in excess of that number of Warrant
Shares which, upon giving effect to such automatic exercise, would cause the
aggregate number of shares of Common Stock beneficially owned by the Holder to
exceed 9.9% of the then outstanding shares of the Common Stock following such
automatic exercise. For purposes of the foregoing proviso, the aggregate number
of shares of Common Stock beneficially owned by the Holder shall include the
number of shares of Common Stock issuable upon exercise of this Warrant with
respect to which determination of such proviso is being made, but shall exclude
the shares of Common Stock which would be issuable upon (i) exercise of the
remaining, unexercised warrants beneficially owned by the Holder and (ii)
exercise or conversion of the unexercised or unconverted portion of any other
securities of the Company beneficially owned by the Holder subject to a
limitation on conversion or exercise analogous to the limitation contained
herein. Except as set forth in the preceding sentence, for purposes of this
paragraph, beneficial ownership shall be calculated in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended. At any time
whatsoever, the Holder may waive the foregoing 9.9% ownership limitation by
written notice to the Company upon not less than 61 days prior written notice
(with such waiver taking effect only upon the expiration of such 61 day notice
period). If the Holder elects to waive such 9.9% ownership limitation, at any
time after expiration of the 61 day period the Holder may request that the
Company issue to the Holder such remaining Warrant Shares which the Holder is
entitled to receive under this Section 2.1(b) not taking into account the 9.9%
ownership limitation by surrendering this Warrant to the Company at the
principal office of the Company, accompanied by a Warrant Exercise Notice duly
executed by the Holder stating the net number of Warrant Shares that the Holder
is entitled to receive and that the exercise of the Warrant was an automatic
cashless exercise under Section 2.1(b) of this Warrant as of the Expiration
Date. In the event that this 9.9% ownership limitation is reached hereunder and
is not waived by the Holder, the Expiration Date shall be automatically extended
for one year and this Section 2.1(b) shall again apply on the new Expiration
Date as it did on the original Expiration Date including this sentence.

     2.2 HOLDER OF RECORD. At such time the person in whose name any certificate
for shares of Warrant Shares shall be issuable upon such exercise shall be
deemed for all corporate purposes to have become the Holder of record of such
shares, regardless of the actual delivery of certificates evidencing such
shares.


                                       2
<PAGE>

     2.3 DELIVERY OF STOCK CERTIFICATES. As soon as practicable after delivery
of a Warrant Exercise Notice to the Company, and in any event not later than
three (3) Trading Days after any Warrant Exercise Notice is deemed delivered to
the Company pursuant to Section 2.5 hereof, the Company at its expense shall
issue Warrant Shares via credit to the Holder's account with DTC for the number
of Warrant Shares to which the Holder is entitled upon such exercise or, if the
Transfer Agent is not participating in The DTC Fast Automated Securities
Transfer Program and DWAC system in respect of the Common Stock, issue and
surrender to the address as specified in the Warrant Exercise Notice, a
certificate, registered in the name of the Holder or its designee, for the
number of shares of Common Stock to which the Holder shall be entitled to upon
such exercise. If for any reason or for no reason, the Holder does not receive
the Warrant Shares in respect of any exercise of this Warrant within three (3)
Trading Days after any Warrant Exercise Notice is deemed delivered to the
Company pursuant to Section 2.5 hereof, for each calendar day past the third
Trading Day after any Warrant Exercise Notice is deemed delivered to the Company
pursuant to Section 2.5 hereof, the Company shall also issue (not as a penalty
but as partial liquidated damages) to the Holder 1% of the number of Warrant
Shares to which the Holder is entitled upon such exercise but which were not
delivered within three (3) Trading Days after any Warrant Exercise Notice is
deemed delivered to the Company pursuant to Section 2.5 hereof.

     2.4 CASHLESS EXERCISE. The Holder may, by providing notice thereof to the
Company in a Warrant Exercise Notice, elect to exercise this Warrant, in whole
or in part, for a number of Warrant Shares determined in accordance with the
following formula:

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

          Where:
          ------
          X = The number of Warrant Shares to be issued to the Holder.
          Y = The number of Warrant Shares purchasable under this Warrant as of
          the date that the Warrant Exercise Notice is deemed delivered to the
          Company pursuant to Section 2.5 hereof.
          A = The Fair Market Value of one share of Common Stock (or other
          security for which the Warrant is then exercisable).
          B = Exercise Price (as adjusted under Section 3 hereof).

For purposes of this Section 2.4, the "Fair Market Value" per share shall be the
highest Closing Sale Price of the Common Stock on any single Trading Day during
the five Trading Day period immediately prior to the date that the Warrant
Exercise Notice is deemed to have been delivered to the Company pursuant to
Section 2.5 hereof.

     2.5 DEEMED DELIVERY OF THE WARRANT EXERCISE NOTICES. In connection with any
exercise of this Warrant, a Warrant Exercise Notice shall be deemed delivered to
the Company: (i) upon receipt, when delivered personally by the Holder or its
representative to an officer or employee of the Company; or (ii) on such date
that the Warrant Exercise Notice is deposited with a nationally recognized
overnight delivery or currier service addressed to the Company at the address of
the Company as set forth in Section 8.5 hereof.

     SECTION 3. ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES. The Warrant
Exercise Price and the kind of securities issuable upon exercise of the Warrant
shall be adjusted from time to time as follows:


                                       3
<PAGE>

     3.1 SUBDIVISION OR COMBINATION OF SHARES (STOCK SPLITS). If the Company at
any time effects a subdivision or combination of the outstanding Common Stock
(through a stock split or otherwise), the number of shares of Warrant Shares
shall be increased, in the case of a subdivision, or the number of shares of
Warrant Shares shall be decreased, in the case of a combination, in the same
proportions as the Common Stock is subdivided or combined, in each case
effective automatically upon, and simultaneously with, the effectiveness of the
subdivision or combination which gives rise to the adjustment.

     3.2 STOCK DIVIDENDS. If the Company at any time pays a dividend, or makes
any other distribution, to holders of Common Stock payable in shares of Common
Stock, or fixes a record date for the determination of holders of Common Stock
entitled to receive a dividend or other distribution payable in shares of Common
Stock, then the number of shares of Warrant Shares in effect immediately prior
to such action shall be proportionately increased so that the Holder hereof may
receive upon exercise of the Warrant the aggregate number of shares of Common
Stock which he or it would have owned immediately following such action if the
Warrant had been exercised immediately prior to such action. The adjustment
shall become effective immediately as of the date the Company shall take a
record of the holders of its Common Stock for the purpose of receiving such
dividend or distribution (or if no such record is taken, as of the effectiveness
of such dividend or distribution).

     3.3 RECLASSIFICATION, CONSOLIDATION OR MERGER. If at any time, as a result
of:

     (a) a capital reorganization or reclassification (other than a subdivision,
combination or dividend provided for elsewhere in this Section 3), or

     (b) a merger or consolidation of the Company with another corporation
(whether or not the Company is the surviving corporation),

the Common Stock issuable upon exercise of the Warrants shall be changed into or
exchanged for the same or a different number of shares of any class or classes
of stock of the Company or any other corporation, or other securities
convertible into such shares, then, as a part of such reorganization,
reclassification, merger or consolidation, appropriate adjustments shall be made
in the terms of the Warrants (or of any securities into which the Warrants are
exercised or for which the Warrants are exchanged), so that:

     (y)  the Holders of Warrants or of such substitute securities shall
          thereafter be entitled to receive, upon exercise of the Warrants or of
          such substitute securities, the kind and amount of shares of stock,
          other securities, money and property which such Holders would have
          received at the time of such capital reorganization, reclassification,
          merger, or consolidation, if such Holders had exercised their Warrants
          immediately prior to such capital reorganization, reclassification,
          merger, or consolidation, and

     (z)  the Warrants or such substitute securities shall thereafter be
          adjusted on terms as nearly equivalent as may be practicable to the
          adjustments theretofore provided in this Section 3.3.

     3.4 OTHER ACTION AFFECTING COMMON STOCK. If at any time the Company takes
any action affecting its Common Stock, other than an action described in any of
Sections 3.1 - 3.3 which, in the opinion of the Board of Directors of the
Company (the "BOARD"), would have an adverse effect upon the exercise rights of
the Warrants, the Warrant Exercise Price or the kind of securities issuable upon
exercise of the Warrants, or both, shall be adjusted in such manner and at such
time as the Board may in good faith determine to be equitable in the
circumstances; provided, however, that the purpose of this Section is to prevent
the Company from taking any action which has the effect of diluting the number
of shares of Warrant Shares issuable upon exercise of this Warrant.


                                       4
<PAGE>

     3.5 NOTICE OF ADJUSTMENT EVENTS. Whenever the Company contemplates the
occurrence of an event which would give rise to adjustments under this Section
3, the Company shall mail to each Warrant Holder, at least 20 days prior to the
record date with respect to such event or, if no record date shall be
established, at least 20 days prior to such event, a notice specifying (i) the
nature of the contemplated event, and (ii) the date on which any such record is
to be taken for the purpose of such event, and (iii) the date on which such
event is expected to become effective, and (iv) the time, if any is to be fixed,
when the holders of record of Common Stock (or other securities) shall be
entitled to exchange their shares of Common Stock (or other securities) for
securities or other property deliverable in connection with such event.

     3.6 NOTICE OF ADJUSTMENTS. Whenever the kind or number of securities
issuable upon exercise of the Warrants, or both, shall be adjusted pursuant to
Section 3, the Company shall deliver a certificate signed by its Chief Executive
Officer and by its Chief Financial Officer, setting forth, in reasonable detail,
the event requiring the adjustment, the amount of the adjustment, the method by
which such adjustment was calculated (including a description of the basis on
which the Board made any determination hereunder), and the Warrant Exercise
Price and the kind of securities issuable upon exercise of the Warrants after
giving effect to such adjustment, and shall cause copies of such certificate to
be mailed (by first class mail postage prepaid) to each Warrant Holder promptly
after each adjustment.

     SECTION 4. RESERVATION OF STOCK, ETC. The Company covenants and agrees that
it will at all times have authorized, reserve and keep available, solely for
issuance and delivery upon the exercise of this Warrant, the number of shares of
Warrant Shares from time to time issuable upon the exercise of this Warrant. The
Company further covenants and agrees that this Warrant is, and any Warrants
issued in substitution for or replacement of this Warrant and all Warrant
Shares, will upon issuance be duly authorized and validly issued and, in the
case of Warrant Shares, upon issuance will be fully paid and non-assessable and
free from all preemptive rights of any stockholder, and from all taxes, liens
and charges with respect to the issue thereof (other than transfer taxes) and,
if the Common Stock of the Company is then listed on any national securities
exchanges (as defined in the Exchange Act of 1934, as amended (the "EXCHANGE
ACT")) or quoted on NASDAQ, shall be, subject to the restrictions set forth in
Section 5, duly listed or quoted thereon, as the case may be. In the event that
the number of authorized but unissued shares of such Common Stock shall not be
sufficient to effect the exercise of this entire Warrant into Warrant Shares,
then in addition to such other remedies as shall be available to the Holder of
this Warrant, the Company shall promptly take such corporate action as may be
necessary to increase its authorized but unissued shares of such Common Stock to
such number of shares as shall be sufficient for such purpose.

SECTION 5. OWNERSHIP, TRANSFER AND SUBSTITUTION OF WARRANTS.

     5.1 TRANSFER AND EXCHANGE OF WARRANTS. Upon the surrender of any Warrant,
properly endorsed, for registration of transfer or for exchange at the principal
office of the Company, the Company at its expense will execute and deliver to
the Holder thereof, upon the order of such Holder, a new Warrant or Warrants of
like tenor, in the name of such Holder or as such Holder may direct, for such
number of shares with respect to each such Warrant, the aggregate number of
shares in any event not to exceed the number of shares for which the Warrant so
surrendered had not been exercised.


                                       5
<PAGE>

     5.2 REGISTRATION RIGHTS. THE HOLDER OF THIS WARRANT IS ENTITLED TO CERTAIN
REGISTRATION RIGHTS WITH RESPECT TO THE WARRANT SHARES ISSUABLE UPON EXERCISE
THEREOF. SAID REGISTRATION RIGHTS ARE SET FORTH IN A REGISTRATION RIGHTS
AGREEMENT BY AND BETWEEN THE HOLDER AND THE COMPANY. If the registration
statement contemplated in the registration rights agreement is not effective at
the time of any issuance and the shares are not exempt from registration under
Rule 144, the Warrant Shares shall be issued in certificated form and shall bear
the following restrictive legend:

            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,
            UNLESS SOLD PURSUANT TO: (1) RULE 144 UNDER THE SECURITIES ACT
            OF 1933, AS AMENDED, OR (2) AN OPINION OF HOLDER'S COUNSEL, IN
            A CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID
            ACT OR APPLICABLE STATE SECURITIES LAWS.

     5.3 EXEMPTION FROM REGISTRATION. If an opinion of Holder's counsel provides
that registration is not required for the proposed exercise or transfer of this
Warrant or the proposed transfer of the Warrant Shares and that the proposed
exercise 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 exercise 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 Warrant Shares on his,
her or its behalf in connection with such exercise or transfer of the Warrant or
transfer of Warrant Shares.

SECTION 6. NO RIGHTS OR LIABILITIES AS SHAREHOLDER. Nothing contained in this
Warrant shall be construed as conferring upon the Holder hereof any rights as a
shareholder of the Company or as imposing any liabilities on such holder to
purchase any securities or as a shareholder of the Company, whether such
liabilities are asserted by the Company or by creditors of the Company.

SECTION 7. RULE 144 SALES. 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 as will enable the Holder to make sales pursuant to Rule 144.


                                       6
<PAGE>

SECTION 8. MISCELLANEOUS.

     8.1 AMENDMENT AND WAIVER. This Warrant may be amended with, and only with,
the written consent of the Company and the Holder. Any waiver of any term,
covenant, agreement or condition contained in this Warrant shall not be deemed a
waiver of any other term, covenant, agreement or condition, and any waiver of
any default in any such term, covenant, agreement or condition shall not be
deemed a waiver of any later default thereof or of any default of any other
term, covenant, agreement or condition.

     8.2 REPRESENTATIONS AND WARRANTIES TO SURVIVE. All representations,
warranties and covenants contained herein shall survive the execution and
delivery of this Warrant and the issuance of any Warrant Shares upon the
exercise hereof.

     8.3 SEVERABILITY. In the event that any court or any governmental authority
or agency declares all or any part of any Section of this Warrant to be unlawful
or invalid, such unlawfulness or invalidity shall not serve to invalidate any
other Section of this Warrant, and in the event that only a portion of any
Section is so declared to be unlawful or invalid, such unlawfulness or
invalidity shall not serve to invalidate the balance of such Section.

     8.4 BINDING EFFECT; NO THIRD PARTY BENEFICIARIES. All provisions of this
Warrant shall be binding upon and inure to the benefit of the parties and their
respective heirs, legatees, executors, administrators, legal representatives,
successors, and permitted transferees and assigns. No person other than the
Holder of this Warrant and the Company shall have any legal or equitable right,
remedy or claim under or in respect of this Warrant.

     8.5 NOTICES. Except for a Warrant Exercise Notice which shall be deemed
delivered pursuant to Section 2.5 hereof, any notices, consents, waivers or
other communications required or permitted to be given under the terms of this
Warrant must be in writing and will be deemed to have been delivered: (i) upon
receipt, when delivered personally; (ii) upon receipt, when sent by facsimile
(provided confirmation of transmission is mechanically or electronically
generated and kept on file by the sending party); or (iii) one Trading Day after
deposit with a nationally recognized overnight delivery service, in each case
properly addressed to the party to receive the same. The addresses and facsimile
numbers for such communications shall be:

     If to the Company:
          Aethlon Medical Inc.
          3030 Bunker Hill Street
          Suite 4000
          San Diego, CA 92109
          Telephone: 858-459-7800
          Facsimile: 858-272-2738
          Attention: Chief Executive Officer

     If to the Holder:
          Fusion Capital Fund II, LLC
          222 Merchandise Mart Plaza, Suite 9-112
          Chicago, IL 60654
          Telephone: 312-644-6644
          Facsimile: 312-644-6244
          Attention: Steven G. Martin


                                       7
<PAGE>

or at such other address and/or facsimile number and/or to the attention of such
other person as the recipient party has specified by written notice given to
each other party three (3) Trading Days prior to the effectiveness of such
change. Written confirmation of receipt (A) given by the recipient of such
notice, consent, waiver or other communication, (B) mechanically or
electronically generated by the sender's facsimile machine containing the time,
date, and recipient facsimile number or (C) provided by a nationally recognized
overnight delivery service, shall be rebuttable evidence of personal service,
receipt by facsimile or receipt from a nationally recognized overnight delivery
service in accordance with clause (i), (ii) or (iii) above, respectively.

     8.6 TAXES, COSTS AND EXPENSES. The Company covenants and agrees that it
will pay when due and payable any and all federal, state and local taxes (other
than income taxes) and any other costs and expenses which may be payable in
respect of the preparation, issuance, delivery, exercise, surrender or transfer
of this Warrant pursuant to the terms of this Warrant or the issuance of Warrant
Shares as a result thereof. If any suit or action is instituted or attorneys
employed to enforce this Warrant or any part thereof, the Company promises and
agrees to pay all costs and expenses associated therewith, including reasonable
attorneys' fees and court costs.

     8.7 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 Warrant shall be governed by
the internal laws of the State of Illinois, without giving effect to any choice
of law or conflict of law provision or rule (whether of the State of Illinois or
any other jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of Illinois. Each party hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in
the City of Chicago, for the adjudication of any dispute hereunder or under the
other Transaction Documents or in connection herewith or therewith, 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 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 being
served in any such suit, action or proceeding by mailing a copy thereof to such
party at the address for such 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 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 AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

     8.8 LOSS OF WARRANT. Upon receipt by the Company of a written statement of
the Holder to it of the loss, theft or destruction of this Warrant, and upon
surrender for cancellation of this Warrant if mutilated, the Company shall
execute and deliver a new Warrant of like tenor and date as replacement hereof.

     8.9 ENTIRE AGREEMENT. This Warrant represents the entire agreement and
understanding between the parties concerning the subject matter hereof and
supercede all prior and contemporaneous agreements, understandings,
representations and warranties with respect thereto.


                                       8
<PAGE>

     8.10 HEADINGS. The headings used herein are used for convenience only and
are not to be considered in construing or interpreting this Warrant.

                                        COMPANY:

                                        AETHLON MEDICAL, INC.


                                        BY:________________________
                                        NAME: _____________________
                                        TITLE: ____________________



                                       9
<PAGE>

                                     FORM OF
                                     -------
                             WARRANT EXERCISE NOTICE
                             -----------------------


Date:______________


AETHLON MEDICAL, INC.
_______________
_______________
Attention:  ________________

Ladies and Gentlemen: The undersigned, being the holder of your Warrant for the
purchase of _______________ Warrant Shares issued ____________, accompanying
this letter, hereby irrevocably exercises such Warrant for ____________ shares
of Warrant Shares (as defined in said Warrant), and herewith makes payment
therefor [via "cash-less exercise"] in accordance with the Warrant, and requests
that such shares of Warrant Shares be issued in the name of, and delivered to
FUSION CAPITAL FUND II, LLC, at the address shown below the signature line
hereof.

If said number of shares shall not be all the shares issuable upon exercise of
the attached Warrant, a new Warrant is to be issued in the name of the
undersigned for the balance remaining of such shares less any fraction of a
share paid in cash.


FUSION CAPITAL FUND II, LLC
BY: FUSION CAPITAL PARTNERS, LLC

By:_________________________
Name:
Title:

Fusion Capital Fund II, LLC
222 Merchandise Mart Plaza, Suite 9-112
Chicago, IL 60654


                                       10