Exhibit 10.14


 





CONSULTING AGREEMENT


 


THIS CONSULTING AGREEMENT
(the “Agreement”), made this 9th day of February, 2016 is entered into by Aethlon Medical,
Inc., a Nevada corporation with its principal place of business at 9635 Granite Ridge Drive, Suite 100, San Diego, California 92123
(the “Company”), and Richard H. Tullis, residing at 3886 Spanish Oak Court, Oceanside, CA 92058 (the
“Consultant”) .


 


INTRODUCTION


 


The Company and the Consultant are parties
to that certain Employment Agreement dated January 10, 2000 (the “Employment Agreement”). The Company
and the Consultant desire to terminate the Employment Agreement and to enter into this Agreement pursuant to which the Company
will retain the services of the Consultant and the Consultant will perform certain services for the Company. In consideration of
the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged by the parties hereto, the parties agree as follows:


 


1.              
Services. The Consultant agrees to perform services to and for the Company largely consistent with the services he
previously provided to the Company in his employment as Chief Science Officer of the Company and such other services as the Company
may request (the “Services”). The Consultant shall be solely responsible for determining the method,
details and means of performing the Services. The Consultant will perform the Services under the title “Chief Science Officer”;
provided, however, that he shall no longer be deemed a corporate officer of the Company notwithstanding such title. The Consultant
agrees to provide consulting services not to exceed 20 hours per week, provided such hours may be adjusted upon mutual agreement
of the parties. During the Term (as defined below), the Consultant shall not engage in any activity of which the consultant is
aware that has a direct conflict of interest with the Company, and to which the consultant has direct knowledge, including any
competitive employment, business, or other activity, and shall not assist any other person or organization that competes, or intends
to compete, with the business of the Company.


 


2.              
Payment for Prior Services/Stock Options. Prior to the execution of this Agreement, the Company agrees to pay the
Consultant any unpaid compensation, bonuses and/or expenses incurred to date in the performance of his duties and responsibilities
as Chief Science Officer under the Employment Agreement, and unpaid vacation days of six (6) weeks earned in 2015. The Company
will also work with the Consultant to transfer his 401(k) retirement savings account to a new 401(k) administrator chosen by the
Consultant. In addition, the stock options granted to the Consultant under various stock option agreements dated December 15, 2008,
September 27, 2010, July 1, 2013 and June 6, 2014 (the “Stock Options”) will remain in full force and
effect, will continue to be exercisable and will continue vesting under their amended terms until such time as the Consultant is
no longer performing services for the Company under this Agreement. Each of the Stock Options shall be amended to set the exercise
period after termination for any reason except for cause (including death and disability) to thirty-six (36) months after the date
of termination, or the expiration date of the Stock Option, whichever occurs first.


 


3.              
Term. This Agreement shall commence on the date hereof and shall continue for a two-month period (such period, as
it may be extended, being referred to as the “Term”), unless sooner terminated in accordance with the
provisions of Section 5. Unless terminated in accordance with Section 5, the Term shall be automatically extended for additional
one-month periods. The parties agree that the Term will be for no less than two (2) months in duration.


 


 






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4.              
Compensation.


 


4.1           
Consulting Fees. The Company shall pay to the Consultant consulting fees of $10,000 per month, payable in arrears
on the last day of each month. Payment for any partial month shall be prorated. The Company will have a 5 day grace period to make
such payment, after which a 5% late fee will be added to the total for each month the payment has not been made.


 


4.2           
Reimbursement of Expenses. The Company shall reimburse the Consultant for all reasonable and necessary expenses incurred
or paid by the Consultant in connection with, or related to, the performance of the Services under this Agreement. The Consultant
shall submit to the Company itemized monthly statements, in a form satisfactory to the Company, of such expenses incurred in the
previous month. The Company shall pay to the Consultant amounts shown on each such statement within 30 days after receipt thereof.
The Company will have a 5 day grace period to make such payment, after which a 5% late fee will be added to the total for each
month the payment has not been made. Notwithstanding the foregoing, the Consultant shall not incur total expenses in excess of
$500 per month without the prior written approval of the Company.


 


4.3           
Benefits. The Consultant shall not be entitled to any benefits, coverages or privileges, including, without limitation,
social security, unemployment, medical or pension payments, made available to employees of the Company. In addition, the Consultant
shall obtain and maintain, at his own expense, medical insurance coverage for himself, and shall be responsible for the cost of
his cellular phone service. The Consultant shall be permitted to continue the use of the laptop computer provided to him by the
Company; provided that, upon termination or expiration of this Agreement, the Consultant shall return said computer to the Company,
as required by Section 5.2.


 


5.              
Termination.


 


5.1           
Termination of this Agreement. Both the Company and Consultant may, without prejudice to any right or remedy it may
have under this Agreement, terminate the Agreement (and not permit the Term to automatically renew) upon 30 days’ prior written
notice to the other (which notice shall be given at least 30 days prior to the end of the Term). In the event of such termination
by either party, the Consultant shall be entitled to payment for Services performed and expenses paid or incurred prior to the
effective date of termination, subject to the limitation on reimbursement of expenses set forth in Section 4.2. Such payments shall
constitute full settlement of any and all claims of the Consultant against the Company pertaining to compensation under this Agreement.
Notwithstanding the foregoing, the Company may terminate the Agreement, effective immediately upon receipt of written notice, if
the Consultant breaches any provision of this Agreement including but not limited to Section 7.


 


5.2           
Return of Company Property. Upon the termination or expiration of this Agreement, the Consultant shall transfer to
the Company all files (including, but not limited to, electronic files), records, documents, data, financial information, and similar
items in his possession relating to the business of the Company or its Proprietary Information (as defined in the Employment Agreement
(including any work product of the Consultant created pursuant to this Agreement), as well as any equipment or other property owned
by the Company. All the collections required will be returned within one month of the date of final separation


 


6.              
Cooperation. The Consultant shall use his best efforts in the performance of his obligations under this Agreement.
The Company shall provide such access to its information and property as may be reasonably required in order to permit the Consultant
to perform his obligations hereunder. The Consultant shall cooperate with the Company’s personnel, shall not interfere with
the conduct of the Company’s business and shall observe all rules, regulations and security requirements of the Company concerning
the safety of persons and property.


 


 






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7.              
Restrictive Covenants. The Consultant shall remain subject to the restrictive covenants set forth in Article V of
the Employment Agreement attached hereto as Appendix I. Provided the covenants of Article V of the Employment Agreement
are complied with, and the limitation on conflicting activities set forth in Section 1 are complied with, Contractor shall be entitled
to perform services or become employed by other persons or entities as Contractor so determines.


 


8.              
Independent Contractor Status. The Consultant shall perform all Services under this Agreement as an “independent
contractor” and not as an employee or agent of the Company. The Consultant is not authorized to assume or create any obligation
or responsibility, express or implied, on behalf of, or in the name of, the Company or to bind the Company in any manner. The Consultant
acknowledges and agrees that the Consultant is not an employee of the Company, that this Agreement is not an agreement of employment,
and that the Services will not transition into an employment arrangement with the Company. The Consultant shall have full responsibility
for applicable withholding taxes for all compensation paid the Consultant and for compliance with all applicable tax, labor and
employment requirements with respect to the Consultant’s self-employment, sole proprietorship or other form of business organization.
The Consultant agrees to indemnify, defend and hold the Company harmless from any liability for, or assessment of, any claims or
penalties with respect to such withholding taxes or labor or employment requirements, including any liability for, or assessment
of, withholding taxes imposed on the Company by the relevant taxing authorities with respect to any compensation paid to the Consultant.


 


9.              
Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed effective
upon personal delivery or upon deposit in the United States Mail, by registered or certified mail, postage prepaid, or by deposit
to and delivery by an overnight delivery service, addressed to the other party at the address shown above, or at such other address
or addresses as either party shall designate to the other in accordance with this Section 9.


 


10.           
Pronouns. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine,
feminine or neuter forms, and the singular forms of nouns and pronouns shall include the plural, and vice versa.


 


11.           
Entire Agreement; Termination of Employment Agreement. This Agreement constitutes the entire agreement between the
parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this
Agreement. The parties acknowledge and agree that the Employment Agreement hereby is terminated and is of no further force and
effect, except with respect to the terms thereof that specifically survive termination of the Employment Agreement or that are
incorporated herein under Section 7. Contractor acknowledges and agrees that he has freely determined to terminate the Employment
Agreement and to waive any and all benefits to which employees of the Company are entitled.


 


12.           
Amendment. This Agreement may be amended or modified only by a written instrument executed by both the Company and
the Consultant.


 


13.           
Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with the laws of the State
of California.


 


14.           
Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, both parties and their
respective successors and assigns, including any corporation with which, or into which, the Company may be merged or which may
succeed to its assets or business; provided, however, that the obligations of the Consultant are personal and shall not be assigned
by him.


 


 


 






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15.           
Arbitration. Any dispute or claim arising out of or in connection with any provision of this Agreement will be finally
settled by binding arbitration in San Diego County, California, in accordance with the rules of the American Arbitration Association
by one arbitrator appointed in accordance with said rules. The arbitrator shall apply California law, without reference to rules
of conflicts of law or rules of statutory arbitration, to the resolution of any dispute. Judgment on the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, the parties may apply to any
court of competent jurisdiction for preliminary or interim equitable relief, or to compel arbitration in accordance with this paragraph,
without breach of this arbitration provision.


 


16.           
Advice of Counsel. Each party acknowledges that, in executing this Agreement, such party has had the opportunity
to seek the advice of independent legal counsel and has read and understood all of the terms and provisions of this Agreement.
This Agreement shall not be construed against any party by reason of the drafting or preparation hereof.


 


17.           
Miscellaneous.


 


17.1        
No delay or omission by the Company in exercising any right under this Agreement shall operate as a waiver of that or any
other right. A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not
be construed as a bar or waiver of any right on any other occasion.


 


17.2        
The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect
the scope or substance of any section of this Agreement.


 


17.3        
In the event that any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality
and enforceability of the remaining provisions shall in no way be affected or impaired thereby.


 


 


 


 


 


REMAINDER OF PAGE BLANK. SIGNATURE PAGE
FOLLOWS DIRECTLY


 


 


 


 


 


 


 






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IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the day and year set forth above.


 


 


COMPANY:


 


AETHLON MEDICAL, INC.


 


 


By: /s/ James B. Frakes                      


 





Name:James B. Frakes


 


Title:Chief Financial Officer


 


 


 


 


CONSULTANT:


 


/s/ Richard H. Tullis                        


Richard
H. Tullis


 


 


 


 


 


 


 






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Appendix I


 


Employment Agreement


 


This Employment Agreement (the "Agreement")
is made and entered into as of January 10, 2000, by and between BISHOP EQUITIES, INC., dba AETHLON MEDICAL, a Nevada corporation
(the "Company") and RICHARD H. TULLIS ("Executive").


 


ARTICLE I


DUTIES AND TERM


 


1.1 EMPLOYMENT. In consideration of their
mutual covenants and other good and valuable consideration, the receipt, adequacy and sufficiency of which is hereby acknowledged,
the Company agrees to hire Executive, and Executive agrees to remain in the employ of the Company, upon the terms and conditions
herein provided.


 


1.2 POSITION AND RESPONSIBILITIES.


 


1.2.1 Executive shall serve as the Vice
President--Business Development of the Company and President of Aethlon, Inc., a wholly-owned subsidiary of the Company (or in
a capacity and with a title of at least substantially equivalent quality) reporting directly to Chief Executive Officer of the
Company. Executive agrees to perform services not inconsistent with his position as shall from time to time be assigned to him
by the Chief Executive Officer of the Company. Such services to be performed by Executive shall include, but not be limited to,
the following:


 


1.2.1.1 Management and supervision of government
grant proposals;


 


1.2.1.2 Technical due diligence for potential
acquisitions by the Company;


 


1.2.1.3 Liaison with the Company's scientific
staff and advisory board;


 


1.2.1.4 Scientific representation of the
Company to the financial community;


 


1.2.1.5 Identification of new business opportunities;
and


 


1.2.1.6 Management of the anticipated Cell
Activation subsidiary.


 


1.2.2 Executive further agrees to serve,
if elected, as a director of the Company and as an officer or director of any subsidiary or affiliate of the Company.


 


1.2.3 During the period of his employment
hereunder, Executive shall devote substantially all of his business time, attention, skill and efforts to the faithful performance
of his duties hereunder.


 


1.3 TERM. The term of Executive's employment under this Agreement shall commence on the date first above
written and shall continue, unless sooner terminated, until January 9, 2002, and it will continue thereafter for successive One
(1) year periods unless and until either party gives the other party written notice of termination at least Sixty (60) days prior
to the end of a term.


 


 


 


 






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ARTICLE II


COMPENSATION


 


For all services rendered by Executive in
any capacity during his employment under this Agreement, including, without limitation, services as a director, officer or member
of any committee of the Board of the Company or of the Board of Directors of any subsidiary or affiliate of the Company, the Company
shall compensate Executive as follows:


 


2.1 BASE SALARY. The Company shall pay to
Executive an annual base salary commencing January 10, 2000 of not less than $80,000.00 (the "Base Salary"). The Base
Salary shall be reviewed annually by the Board or a committee designated by the Board and the Board or such committee may, in its
discretion, increase the Base Salary.


 


2.2 INCENTIVE PAYMENT. During the period
of Executive's employment under this Agreement, the Executive shall be eligible to participate in an incentive compensation program
implemented by the Board (the "Annual Incentive Bonus") whereby Executive have the potential to earn an additional $30,000
per annum.


 


2.3 ADDITIONAL BENEFITS. Executive shall
be entitled to participate in all employee benefit and welfare programs, plans and arrangements (including, without limitation,
pension, profit-sharing, supplemental pension and other retirement plans, insurance, hospitalization, medical and group disability
benefits, travel or accident insurance plans) and to receive fringe benefits, such as dues and fees of professional organizations
and associations, which are from time to time available to the Company's executive personnel; PROVIDED, HOWEVER, there shall be
no duplication of termination or severance benefits, and to the extent that such benefits are specifically provided by the Company
to Executive under other provisions of this Agreement, the benefits available under the foregoing plans and programs shall be reduced
by any benefit amounts paid under such other provisions. Executive shall during the period of his employment hereunder continue
to be provided with benefits at a level which shall in no event be less in any material respect than the benefits made available
to Executive by the Company as of the date of this Agreement. Notwithstanding the foregoing, the Company may terminate or reduce
benefits under any benefit plans and programs to the extent such reductions apply uniformly to all Senior Executives entitled to
participate therein, and Executive's benefits shall be reduced or terminated accordingly. Specifically, without limitation, Executive
shall receive the following benefits:


 


2.3.1 HEALTH INSURANCE. The Company shall
provide Executive a monthly cash allowance for payment of health insurance premiums obtained by and for Executive (and Executive's
spouse and/or dependents) up to a maximum of Four Hundred Dollars ($400.00) per month. Executive must submit to the Company statements
showing the actual amount of the health insurance premiums, and the Company shall have the option to either pay the health insurance
premiums directly or to reimburse Executive for the health insurance premiums. The Company shall have the option to obtain a group
medical insurance plan which covers Executive in place and stead of providing this monthly cash allowance. However, in no event
shall Executive be entitled to a cash payment for any unused portion of the monthly allowance (i.e., if Executive's health insurance
premiums are $300.00 per month, Executive is not entitled to receive cash for the unused $100.00 portion of the allowance).


 


2.3.2 DISABILITY BENEFITS. In the event
of Executive's failure substantially to perform his duties hereunder on a full-time basis for a period not exceeding 180 consecutive
days or for periods aggregating not more than 180 days during any twelve-month period as a result of incapacity due to physical
or mental illness, the Company shall continue to pay the Base Salary to Executive during the period of such incapacity, but only
in the amounts and to the extent that disability benefits payable to Executive under Company-sponsored insurance policies are less
than Executive's Base Salary. Additionally, during the term of this Agreement, including any renewals hereof, the Company shall
procure and maintain, at its own expense, a long-term disability insurance policy for the benefit of Executive in the event of
Executive's total disability (as defined in Section 6.1).


 


 






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2.3.3 REIMBURSEMENT OF BUSINESS EXPENSES.
The Company shall, in accordance with standard Company policies, pay, or reimburse Executive for all reasonable travel and other
expenses incurred by Executive in performing his obligations under this Agreement.


 


2.3.4 VACATIONS. Executive shall be entitled
to twenty (20) business days excluding Company holidays, of paid vacation during each year of employment hereunder. Executive may
accrue and carry forward no more than ten (10) unused vacation days from any particular year of his employment under this Agreement
to the next.


 


ARTICLE III


TERMINATION OF EMPLOYMENT


 


3.1 DEATH OR RETIREMENT OF EXECUTIVE. Executive's
employment under this Agreement shall automatically terminate upon the death or retirement (as defined in Section 6.1) of Executive.


 


3.2 BY EXECUTIVE. Executive shall be entitled
to terminate his employment under this Agreement by giving Notice of Termination (as defined in Section 6.1) to the Company:


 


3.2.1 For good reason (as defined in Section
6.1);


 


3.2.2 At any time commencing with the date
six (6) months following the date of a change in control (as defined in Section 6.1) and ending with the date twelve (12) months
after the date of such change in control (a "Change in Control Resignation"); and


 


3.2.3 At any time without good reason.


 


3.3 BY COMPANY. The Company shall be entitled
to terminate Executive's employment under this Agreement by giving Notice of Termination (as defined in Section 6.1) to Executive:


 


3.3.1 In the event of Executive's total
disability (as defined in Section 6.1);


 


3.3.2 For cause (as defined in Section 6.1);
and


 


3.3.3 At any time without cause.


 


ARTICLE IV


COMPENSATION UPON TERMINATION OF EMPLOYMENT


 


If Executive's employment hereunder is terminated
in accordance with the provisions of Article III hereof except for any other rights or benefits specifically provided for herein
following his period of employment, the Company shall be obligated to provide compensation and benefits to Executive only as follows,
subject to the provisions of Section 5.4 hereof:


 


4.1 UPON TERMINATION FOR DEATH OR DISABILITY.
If Executive's employment hereunder is terminated by reason of his death or total disability, the Company shall:


 


4.1.1 Pay Executive (or his estate) or beneficiaries
any Base Salary Which has accrued but not been paid as of the termination date (the "Accrued Base Salary");


 


4.1.2 Pay Executive (or his estate) or beneficiaries
for unused vacation days accrued as of the termination date in an amount equal to his Base Salary multiplied by a fraction the
numerator of which is the number of accrued unused vacation days and the denominator of which is 360 (the "Accrued Vacation
Payment");


 


 






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4.1.3 Reimburse Executive (or his estate)
or beneficiaries for expenses incurred by him prior to the date of termination which are subject to reimbursement pursuant to this
Agreement (the "Accrued Reimbursable Expenses");


 


4.1.4 Provide to Executive (or his estate)
or beneficiaries any accrued and vested benefit required to be provided by the terms of any Company sponsored benefit plans or
programs (the "Accrued Benefits"), together with any benefits required to be paid or provided in the event of Executive's
death or total disability under applicable law;


 


4.1.5 Pay Executive (or his estate) or beneficiaries
any Annual Incentive Bonus with respect to a prior fiscal year which has accrued but has not been paid, plus a portion of the Annual
Incentive Bonus for the year in which Executive's employment is terminated hereunder computed at the end of the fiscal year and
pro rated to reflect the portion of the fiscal year that Executive was employed by the Company (collectively, the "Accrued
Annual Incentive Bonus"); and in addition,


 


4.1.6 Executive (or his estate) or beneficiaries
shall have the right to exercise all vested unexercised stock options and warrants outstanding at the termination date in accordance
with terms of the plans and agreements pursuant to which such options or warrants were issued.


 


4.2 UPON TERMINATION BY COMPANY FOR CAUSE
OR BY EXECUTIVE OTHER THAN FOR GOOD REASON. If Executive's employment is terminated by the Company for Cause, or if Executive terminates
his employment with the Company other than (x) upon Executive's death or total disability, (y) for good reason, or (z) pursuant
to a Change In Control Resignation (as defined in Section 3.2.2, the Company shall:


 


4.2.1 Pay Executive the Accrued Base Salary;


 


4.2.2 Pay Executive the Accrued Vacation
Payment;


 


4.2.3 Pay Executive the Accrued Reimbursable
Expenses;


 


4.2.4 Pay Executive the Accrued Benefits,
together with any benefits required to be paid or provided under applicable law;


 


4.2.5 Pay Executive any Annual Incentive
Bonus with respect to a prior fiscal year which has accrued but has not been paid; and in addition


 


4.2.6 Executive shall have the right to
exercise vested options and warrants in accordance with Section 4.1.6.


 


4.3 UPON TERMINATION BY THE COMPANY WITHOUT
CAUSE OR BY EXECUTIVE FOR GOOD REASON OR PURSUANT TO A CHANGE IN CONTROL RESIGNATION. If Executive's employment is terminated (i)
by the Company Without Cause, or (ii) by Executive for Good Reason, or (iii) pursuant to a Change in Control Resignation, the Company
shall:


 


4.3.1 Pay Executive the Accrued Base Salary;


 


4.3.2 Pay Executive the Accrued Vacation
Payment;


 


4.3.3 Pay Executive the Accrued Reimbursable
Expenses;


 


4.3.4 Pay Executive the Accrued Benefits,
together with any benefits required to be paid or provided under applicable law;


 


4.3.5 Pay Executive the Accrued Annual Incentive
Bonus;


 


4.3.6 Pay Executive commencing on the thirtieth
(30th) day following the termination date twelve (12) monthly payments equal to one-twelfth (1/12th) of Executive's Base Salary
in effect immediately prior to the time such termination occurs;


 


 


 






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4.3.7 Maintain in full force and effect,
for Executive's and his eligible beneficiaries' continued benefit, until the first to occur of (x) his attainment of alternative
employment or (y) twelve (12) months following the termination date of his employment hereunder the employee benefits provided
pursuant to Company-sponsored benefit plans. programs or other arrangements in which Executive was entitled to participate as a
full-time employee immediately prior to such termination in accordance with Section 2.4 hereof, subject to the terms and conditions
of such plans and programs (the "Continued Benefits"). If Executive's continued participation is not permitted under
the general terms and provisions of such plans, programs and arrangements, the Company shall arrange to provide Executive with
Continued Benefits substantially similar to those which Executive would have been entitled to receive under such plans, programs
and arrangements; and in addition


 


4.3.8 Executive shall have the right to
exercise all vested unexercised stock options and warrants in accordance with Section 4.1.6.


 


ARTICLE V


RESTRICTIVE COVENANTS


 


5.1 CONFIDENTIALITY.


 


5.1.1 Executive covenants and agrees to
hold in strictest confidence, and not disclose to any person without the express written consent of the Company, any and all of
the Company's proprietary information, as defined in Subparagraph 5.1.3 below, except as such disclosure may be required in connection
with his employment hereunder. This covenant and agreement shall survive this Agreement and continue to be binding upon Executive
after the expiration or termination of this Agreement, whether by passage of time or otherwise, so long as such information and
data shill remain proprietary information.


 


5.1.2 Upon expiration or termination of
this Agreement for any reason, Executive shall immediately turnover to the Company any "Proprietary Information." Executive
shall have no right to retain any copies of any material qualifying as Proprietary Information for any reason whatsoever after
expiration or termination of his employment hereunder without the express written consent of the Company.


 


5.1.3 For purposes of this Agreement, "Proprietary
Information" means and includes the following: the identity of clients or customers or potential clients or customers of the
Company or its affiliates; any written, typed or printed lists, or other materia1s identifying the clients or customers of the
Company or its affiliates; Research & Development programs, plans and discoveries; product development, marketing, and plans;
any business plans or strategic contracts, partnerships or alliances; any financial or other information supplied by clients or
customers of the Company or its affiliates; any and all data or information involving the Company, its affiliates, programs, methods
or contacts employed by the Company or its affiliates in the conduct of their business; any lists, documents. manuals, records,
forms or other materials used by the Company or its affiliates in the conduct of their business; any descriptive materials describing
the methods and procedures employed by the Company or its affiliates in the conduct of their business; and any other secret or
confidential information concerning the Company's or its affiliates' business or affairs. The terms "list," "document"
or their equivalents, as used in this Subparagraph (c), are not limited to a physical writing or compilation but also include any
and all information whatsoever regarding the subject matter of the "list" or "documents," whether or not such
compilation has been reduced to writing. "Proprietary Information" shall not include any information which: (i) is or
becomes publicly available through no act or failure of Executive; (ii) was or is rightfully learned by Executive from a source
other than the Company before being received from the Company; or (iii) becomes independently available to Executive as a matter
of right from a third party. If only a portion of the Proprietary Information is or becomes publicly available, then only than
portion shall not be Proprietary Information hereunder.


 


 






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5.1.4 Executive acknowledges that he is
the Vice President--Business Development of the Company and President of Aethlon, Inc. and in such capacity he will be a representative
of the Company with respect to clients and potential clients of the Company. Executive also acknowledges that he has had and will
continue to have access to confidential information about the Company, its affiliates, and their clients and that "Proprietary
Information" acquired by him at the expense of the Company is for use in its business. Executive has substantial experience
in the management of medical research and development and possesses special, unique, extraordinary skills and knowledge in this
field. Executive's management and scientific services to the Company are special, unique and extraordinary and the success or failure
of the Company is dependent upon his discharge of his duties and obligations. Accordingly, by execution of this Agreement, and
subject to Subparagraph 5.1.3 hereof, Executive agrees that during his employment with the Company and for a period of Two (2)
years immediately after termination of his employment with the Company (the "Non-Competition Period"), he shall not violate
the provisions of Section 5.2.


 


5.2 COMPETITION.


 


5.2.1 During the Non-Competition Period
specified in Section 5.1.4, Executive shall not:


 


5.2.1.1 Except as a passive investor in
publicly-held companies, and except for investments held as of the date hereof, directly or indirectly own, operate, mange, consult
with, control, participate in the management or control of, be employed by, maintain or continue any interest whatsoever in any
company that directly competes with the Company or any parent corporation, subsidiary corporations or affiliated entity or company
(hereinafter referred to as an "Affiliate") in the United States; or


 


5.2.1.2 Directly or indirectly solicit any
business of a nature that is directly competitive with the business of the Company or an Affiliate from any individual or entity
that obtained such products or services from the Company or its Affiliates at any time during his employment with the Company;
or


 


5.2.1.3 Directly or indirectly solicit any
business of a nature that is directly competitive with the business of the Company or an Affiliate from any individual or entity
solicited by him on behalf of the Company or its Affiliates; or


 


5.2.1.4 Employ, or directly or indirectly
solicit, or cause the solicitation of, any employees of the Company or its Affiliates who are in the employ of the Company or
its Affiliates on the termination date of his employment hereunder for employment by others.


 


5.2.2 Executive expressly agrees and
acknowledges that:


 


5.2.2.1 The Company and its Affiliates have
protected business interests throughout North America, Europe, and Asia and that competition with and against such business interests
would be harmful to the Company and/or its Affiliates;


 


5.2.2.2 This covenant not to compete is
reasonable as to time and geographical area and does not place any unreasonable burden upon him;


 


5.2.2.3 The general public will not be harmed
as a result of enforcement of this covenant not to compete;


 


5.2.2.4 He has had the opportunity to review
this covenant not to compete with his own independent legal counsel; and


 


 


 






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5.2.2.5 He understands and hereby agrees
to each and every term and condition of to this covenant not to compete (including, without limitation, the provisions of Section
5.4).


 


5.3 NON-DISPARAGEMENT. During the term of
this Agreement and the Non-Competition Period, neither Executive nor the Company shall disparage the other, and neither shall disclose
to any third party the conditions of Executive's employment with the Company except as may be required (1) pursuant to applicable
law or regulations, including the rules and regulations of the Securities and Exchange Commission, (ii) to effectuate the provisions
of employee plans or programs and insurance policies, or (iii) as may be otherwise contemplated herein or unless such information
becomes publicly available without fault of the party making such disclosure.


 


5.4 REMEDIES. Executive expressly agrees
and acknowledges that this covenant not to compete is necessary for the protection of the Company and its affiliates because of
the nature and scope of their business and his position with the Company. Further, Executive acknowledges that any breach of this
covenant not to compete would result in irreparable damage to the Company, and in the event of his breach of this covenant not
to compete, money damages will not sufficiently compensate the Company for its injury caused thereby, and that the remedy at law
for any breach or threatened breach of Sections 5.1, 5.2 and 5.3 will be inadequate and, accordingly agrees, that the Company shall,
in addition to all other available remedies (including without limitation, seeking such damages as it can show it has sustained
by reason of such breach), be entitled to injunctive relief or specific performance and that in addition to such money damages
he may be restrained and enjoined from any continuing breach of this covenant not to compete without any bond or other security
being required of any court. Executive further acknowledges and agrees that if the covenant not to compete herein is deemed to
be unenforceable and/or the Executive fails to comply with this Article V, the Company has no obligation to provide any compensation
or other benefits described in Article IV hereof.


 


5.5 OWNERSHIP OF INVENTIONS.


 


5.5.1 During the employment by the Company,
Executive will have access to trade secrets, data, know-how, knowledge or other confidential information originated in the Company
or disclosed to the Company by others under agreements to hold the same confidential (collectively referred to as "Confidential
Information"). Executive acknowledges that Confidential Information includes any information not readily available to the
public, and includes not only technical information but also business information. In addition, Executive may, during the period
of employment, create, make, develop or conceive inventions, discoveries, concepts, ideas, designs, works of authorship, developments,
information, improvements, or trade secrets, whether patentable or not, and whether solely or jointly with others, which may or
may not also constitute Confidential Information (collectively referred to as "Inventions"). Executive agrees that all
works of authorship to which Executive contributes shall be considered "works made for hire" and shall be the sole property
of the Company.


 


5.5.2 Executive agrees that Executive will
neither utilize any Confidential Information for Executive's own benefit or for the benefit of anyone except the Company, nor disclose,
disseminate, lecture upon or publish articles about any Confidential Information to any one outside the Company, or to any officer
or employee of the~ Company not also having access to Confidential Information, at any time either during or after employment by
the Company.


 


 






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5.5.3 Executive agrees to disclose promptly,
in writing to Executive's Supervisor, Company's Counsel and Chief Executive Officer, any Inventions that Executive may make, develop
or conceive, solely or jointly, during the period of employment by the Company, or by its predecessors, successors in business,
subsidiaries, parents or affiliates. All such Inventions shall be and remain the property of the Company. Executive hereby assigns
to the Company all Executive's rights, titles and interests in and to any such Inventions, whether or not such Inventions may
be reduced to practice during the period of Executive's employment, and to execute all patent or copyright applications, assignments
and other documents, and to take all other steps necessary, to vest in the Company the entire right, title and interest in and
to those Inventions and in and to any patents or copyrights obtainable therefor in the United States and in foreign countries,
all at the Company's expense, but for no consideration to Executive in addition to Executive's salary or wages. Executive agrees
to keep adequate records of all Inventions and make such records available to the Company.


 


5.5.4 If the Company chooses to prosecute
applications for patents or copyrights for any such Inventions, the Company shall assume the entire expense of preparing, filing
and prosecuting such applications, through counsel appointed by the Company; provided, however, that the Company is under no obligation
to prosecute such applications. Executive agrees to cooperate with the Company and do whatever is necessary or appropriate to
obtain patents, copyrights or other legal protections for Inventions. If Executive is incapacitated or refuses to so cooperate
for any reason, Executive hereby authorizes the Company to act as Executive's agent and to take whatever actions, or execute whatever
documents, may be needed to carry out this Agreement.


 


5.5.5 All records and other material pertaining
to Confidential Information, whether developed by Executive or others, shall be and remain the property of the Company. Upon termination
of Executive's employment with the Company, all documents, records, notebooks and other material of any kind pertaining to or containing
Confidential Information then in Executive's possession, or under Executive's control, whether prepared by Executive or others,
will be returned to the Company unconditionally.


 


5.5.6 Executive shall not be obligated to
assign any Invention which/relates to or would be useful in any business or activities in which the Company is engaged if such
Invention was conceived and reduced to practice by Executive prior to Executive's employment with the Company, provided that all
such Inventions are listed at the time of employment on the attached Exhibit "B." If no entry is made on Exhibit `B,"
then such entry shall be deemed to be "none," whether or not Exhibit "B" is signed by Executive. Except as
listed on Exhibit "B," Executive will not assert any rights to any Inventions, as having been made or acquired by Executive
prior to being employed by the Company.


 


5.5.7 Executive shall not be obligated to
assign any Invention which may be wholly conceived by Executive after Executive leaves the employ of the Company, except that Executive
is so obligated if such Invention shall involve the utilization of Confidential Information of the Company.


 


5.5.8 Notwithstanding anything in this Agreement
to the contrary, Executive shall not be obligated to assign to the Company and of Executive's rights in an Invention that the Executive
developed entirely on Executive's own time without using the Company's equipment, supplies, facilities or Confidential Information,
except for those Inventions that either: (i) relate, at the time of conception or reduction to practice of Invention, to either
the Company's business, or actual or demonstrably anticipated research or development of the Company, or (ii) result from any work
performed by the Executive for the Company. THIS AGREEMENT DOES NOT APPLY TO ANY INVENTION WHICH QUALIFIES FULLY UNDER THE PROVISIONS
OF CALIFORNIA LABOR CODE SECTION 2870 OR ANY OTHER SUBSTANTIALLY EQUIVALENT LAW IN THE STATE IN WHICH THE EXECUTIVE IS EMPLOYED.
With regard to those Inventions which Executive is not obligated to assign to the Company, Executive shall give the Company a right
of first refusal on any and all such Inventions and the right to meet any firm offer of another for such Inventions. The Company
must exercise such right of first refusal within thirty (30) days of receipt of written notice from Executive setting forth such
offer.


 


 


 






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ARTICLE VI


MISCELLANEOUS


 


6.1 DEFINITIONS. For purposes of this Agreement,
the following terms shall have the following meanings:


 


6.1.1 "Accrued Annual Incentive Bonus"
- as defined in Section 4.1.5;


 


6.1.2 "Accrued Base Salary" -
as defined in Section 4.1.1;


 


6.1.3 "Accrued Benefits" - as
defined in Section 4.1.4;


 


6.1.4 "Accrued Reimbursable Expenses"
- as defined in Section 4.1.3;


 


6.1.5 "Annual Vacation Payment" - as defined in Section 4.1.2;


 


6.1.6 "Annual Incentive Bonus"
- as defined in Section 2.2;


 


6.1.7 "Base Salary" - as defined
in Section 2.1;


 


6.1.8 "Board" - shall mean the
Board of Directors of the Company ;


 


6.1.9 "Cause" shall mean the occurrence
of any of the following:


 


6.1.9.1 Executive's gross and willful misconduct
which is injurious to the Company;


 


6.1.9.2 Executive's engaging in fraudulent
conduct with respect to the Company's business or in conduct of a criminal nature that may have an adverse impact on the Company's
standing and reputation;


 


6.1.9.3 The continued and unjustified failure
or refusal by Executive to perform the duties required of him by this Agreement which failure or refusal shall not be cured within
fifteen (15) days following (a) receipt of Executive of written notice from the Board specifying the factors or events constituting
such failure or refusal, and (b) a reasonable opportunity for Executive to correct such deficiencies;


 


6.1.9.4 Executive's use of drugs and/or
alcohol in violation of then current Company policy; or


 


6.1.9.5 Executive's breach of his obligation
under Section 1.2.3 hereof which shall not be cured within fifteen (15) days after written notice thereof to Executive.


 


6.1.10 "Change In Control" shall
mean and shall be deemed to have occurred if:


 


6.1.10.1 After the date of this Agreement,
any "person" (as such term is used in Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or any successor provision thereto) shall become the beneficial owner (within the meaning of Rule 13d-3
under the Exchange Act or any successor provision thereof) directly or indirectly of securities of the Company representing fifteen
percent (15%) or more of the combined voting power of the Company's then outstanding securities ordinarily having the right to
vote at an election of directors; PROVIDED, HOWEVER, that, for purposes of this Subparagraph, "person" shall exclude
the Company, its subsidiaries, any person acquiring such securities directly from the Company, any employee benefit plan sponsored
by the Company or from Executive or any stockholder owning fifteen percent (15%) or more of the combined voting power of the Company's
outstanding securities as of the date of this Agreement; or


 


 


 






    	 	14	 



     

    

 


6.1.10.2 Any stockholder of the Company
owning fifteen percent or more of the combined voting power of the Company's outstanding securities as of the date of this Agreement
shall become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) directly or indirectly of securities
of the Company (other than through the acquisition of securities directly from the Company or from Executive) representing thirty-three
and one-third percent (33 1/3%) or more of the combined voting power of the Company's then outstanding securities ordinarily having
the right to vote at an election of directors; or


 


6.1.10.3 Individuals who, as of the date
hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least eighty percent (80%)
of the Board; provided, however, that any person becoming a member of the Board subsequent to the date hereof whose election, or
nomination for election by the Company's stockholders, was approved by a vote of at least eighty percent (80%) of the members then
comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in
connection with an actual or threatened election contest relating to the election of directors of the Company, as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act or any successor provision thereto) shall be, for purposes
of this Agreement, considered as though such person were a member of the Incumbent Board; or


 


6.1.10.4 Approval by the stockholders of
the Company and consummation of (a) a reorganization, merger, consolidation, or sale or other disposition of all or substantially
all of the assets of the Company, in each case, with or to a corporation or other person or entity of which persons who were the
stockholders of the Company immediately prior to such transaction do not, immediately thereafter, own more than sixty percent (60%)
of the combined voting power of the outstanding voting securities entitled to vote generally in the election of directors of the
reorganized, merged, consolidated or purchasing corporation (or, in the case of a noncorporate person or entity) were not members
of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger, consolidation
or sale, or (b) a liquidation or dissolution of the Company.


 


6.1.11 "Change In Control Resignation"
- as defined in Section 3.2.2;


 


6.1.12 "Continued Benefits" - as defined in Section 4.3.7;


 


6.1.13 "Expiration" shall mean
the expiration of Executive's employment hereunder in accordance with Section 1.3;


 


6.1.14 "Good Reason" shall mean
the occurrence of any of the following:


 


6.1.14.1 The Company's failure to elect
or reelect or to appoint or reappoint Executive to offices, titles or positions carrying comparable authority, responsibilities,
dignity and importance to that of Executive's offices and positions as of January 10, 2000;


 


6.1.14.2 Material change by the Company
in Executive's function, duties or responsibilities (including reporting responsibilities) which would cause Executive's position
with the Company to become of less dignity, responsibility and importance than those associated with his functions, duties or responsibilities
as of January 10, 2000; or


 


6.1.14.3 Other material breach of this Agreement
by the Company, which breach is not cured within fifteen (15) days after written notice thereof is, received by the Company.


 


6.1.15 "Non-Competition Period"
- as defined in Section 5.1.4;


 


 


 


 






    	 	15	 



     

    

 


6.1.16 "Notice of Termination"
shall mean a notice which shall indicate the specific termination provision of this Agreement relied upon and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive's employment under the provisions
so indicated. Each Notice of Termination shall be delivered at least sixty (60) days prior to the effective date of termination;


 


6.1.17 "Proprietary Information"
- as defined in Section 5.1.3;


 


6.1.18 "Retirement" shall mean
normal retirement at age as determined by the Board;


 


6.1.19 "Senior Executives" shall
mean the chief executive officer and the four (4) most highly compensated executive officers of the Company determined in accordance
with the rules and regulations of the Securities and Exchange Commission under the Exchange Act;


 


6.1.20 "Termination" shall mean
the termination of Executive's employment hereunder other than upon expiration of the term of such employment in accordance with
Section 1.3;


 


6.1.21 "Total Disability" shall
mean Executive's failure substantially to perform his duties hereunder on a full-time basis for a period exceeding one hundred
eighty (180) consecutive days or for periods aggregating more than 180 days during any twelve-month period as a result of incapacity
due to physical or mental illness. If there is a dispute as to whether Executive is or was physically or mentally unable to perform
his duties under this Agreement, such dispute shall be submitted for resolution to a licensed physician agreed upon by the Board
and Executive, or if an agreement cannot be promptly reached, the Board and Executive each shall promptly select a physician, and
if these physicians cannot agree, the physicians shall promptly select a third physician whose decision shall be binding on all
parties. If such a dispute arises, Executive shall submit to such examinations and shall provide such information as such physician(s)
may request, and the determination of the physician(s) as to Executive's physical or mental condition shall be binding and conclusive.
Notwithstanding the foregoing, if Executive participates in any group disability plan provided by the Company which offers long-term
disability benefits, "Total Disability" shall mean total disability as defined therein.


 


6.2 KEY MAN INSURANCE. The Company shall
have the right, in its sole discretion, to purchase "key man" insurance on the life of Executive. The Company shall be
the owner and beneficiary of any such policy. If the Company elects to purchase a policy, Executive shall take such physical examinations
and supply such information as may be reasonably requested by the insurer.


 


6.3 MITIGATION OF DAMAGES; NO SET-OFF; DISPUTE
RESOLUTION.


 


6.3.1 Executive shall not be required to
mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor shall the amount
of any payment provided for in this Agreement be reduced by any compensation earned by Executive as the result of employment by
another employer after the date of termination of his employment hereunder or otherwise. The Company's obligation to make the payments
provided for in this Agreement shall not be affected by any set-off, counterclaim, recoupment, defense or other claim or action
which the Company may have against Executive.


 


 


 






    	 	16	 



     

    

 


 


6.3.2 If there shall be any dispute between
the Company and Executive (i) in the event of any termination of Executive's employment by the Company, whether such termination
was for Cause, or (ii) in the event of any termination of employment by Executive, whether Good Reason existed, or (iii) otherwise,
the dispute shall be resolved in accordance with the dispute resolution procedures set forth in Exhibit "A" hereto, the
provisions of which are incorporated as a part hereof, and the parties hereto hereby agree that such dispute resolution procedures
shall be the exclusive method for resolution of disputes under this Agreement. In the event of a dispute hereunder as to whether
a termination by the Company was for Cause or by the Executive for Good Reason, until there is a resolution and award as provided
in Exhibit "A," the Company shall pay all amounts, and provide all benefits, to Executive and/or Executive's family or
other beneficiaries, as the case may be, that the Company would be required to pay or provide hereunder as though such termination
were by the Company without Cause or by Executive for Good Reason and shall pay the reasonable legal fees and expenses of counsel
for Executive in connection with such dispute resolution; provided, however, that the Company shall not be required to pay any
disputed amounts or any legal fees and expenses pursuant to this Subparagraph (b) except upon receipt of a written undertaking
by or on behalf of Executive (and/or Executive's family or other beneficiaries, as the case may be) to repay, without interest
or penalty, as soon as practicable after completion of the dispute resolution (A) all such amounts to which Executive (or Executive's
family or other beneficiaries, as the case may be) is ultimately adjudged to not be entitled with respect to the payment of such
disputed amount(s) and (B) in addition, in the case of legal fees and expenses, a proportionate amount of legal fees and expenses
attributable to any of Executive's claim(s) or any of Executive's defenses or counter-claim(s), if any, which shall have been found
by the dispute resolver to have been frivolous or without merit.


 


6.4 SUCCESSORS; BINDING AGREEMENT. This
Agreement shall be binding upon any successor to the Company and shall inure to the benefit of and be enforceable by Executive's
personal or legal representatives, beneficiaries, designees, executors, administrators, heirs, distributees, devisees and legatees.


 


6.5 MODIFICATION; NO WAIVER. This Agreement
may not be modified or amended except by an instrument in writing signed by the parties hereto. No term or condition of this Agreement
shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement,
except by written instrument by the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing
waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived
and shall not constitute a waiver of such term or condition for the future or as to any other term or condition.


 


6.6 SEVERABILITY. The covenants and agreements
contained herein are separate and severable and the invalidity or unenforceability of any one or more of such covenants or agreements,
if not material to the employment arrangement that is the basis for this Agreement, shall not affect the validity or enforceability
of any other covenant or agreement contained herein. If, in any judicial proceeding, a court shall refuse to enforce one or more
of the covenants or agreements contained herein because the duration thereof is too long, or the scope thereof is too broad, it
is deemed reduced to the extent necessary to permit the enforcement of such covenants or agreements.


 


6.7 NOTICES. All the notices and other communications
required or permitted hereunder shall be in writing and shall be delivered personally or sent by registered or certified mail,
return receipt requested, to the parties hereto at the following addresses:


 


If to the Company, to it at:


 


Bishop Equities, Inc. dba Aethlon Medical


7825 Fay Avenue


Suite 200


La Jolla, California 92037


 


If Executive, to him at:


 


Mr. Richard H. Tullis


7825 Fay Avenue


Suite 200


La Jolla, California 92037


 


 


 


 






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6.8 ASSIGNMENT. This Agreement and any rights
hereunder shall not be assignable by either party without the prior written consent of the other party except as otherwise specifically
provided for herein.


 


6.9 ENTIRE UNDERSTANDING. This Agreement
(together with the Exhibit incorporated as a part hereof) constitutes the entire understanding between the parties hereto and no
agreement, representation, warranty or covenant has been made by either party except as expressly set forth herein.


 


6.10 EXECUTIVE'S REPRESENTATIONS. Executive
represents and warrants that neither the execution and delivery of this Agreement nor the performance of his duties hereunder violates
the provisions of any other agreement to which he is a party or by which he is bound.


 


6.11 LIABILITY OF COMPANY WITH RESPECT TO
INSURANCE POLICY. Executive has selected the insurer and policy referred to in Section 2.4(a) hereof, and the Company shall not
have any liability to Executive (or his beneficiaries) should the insurance company which issues the policy referred to therein
fail or refuse to pay (whether voluntarily or by reason of any order, injunction or otherwise) thereunder or if any rights or elections
otherwise available to Executive thereunder are restricted or eliminated.


 


6.12 GOVERNING LAW. This Agreement shall
be construed in accordance with and governed for all purposes by the laws of the State of California applicable to contracts executed
and wholly performed within such state.


 


IN WITNESS WHEREOF, the parties hereto
have duly executed this Agreement as of the day and year first above written.


 


COMPANY


 


BISHOP EQUITIES, INC., a Nevada


corporation dba Aethlon Medical


 


By: /s/ Franklyn S. Barry,
Jr.              


Franklyn S. Barry, Jr.


Its President and C.E.O.


 


 


EXECUTIVE


 


/s/ Richard H. Tullis                          


RICHARD
H. TULLIS


 


 


 


 


 






    	 	18	 



     

    

 


 


EXHIBIT "A"


DISPUTE RESOLUTION PROCEDURES


 


A. If a controversy should arise which is
covered by Section 6.3 of Article VI, then not later than twelve (12) months from the date of the event which is the subject of
dispute either party may serve on the other a written notice specifying the existence of such controversy and setting forth in
reasonably specific detail the grounds thereof ("Notice of Controversy"); PROVIDED that, in any event, the other party
shall have at least thirty (30) days from and after the date of the Notice of Controversy to serve a written notice of any counterclaim
("Notice of Counterclaim"). The Notice of Counterclaim shall specify the claim or claims in reasonably specific detail.
If the Notice of Controversy or the Notice of Counterclaim, as the case may be, is not served within the applicable period, the
claim set forth therein will be deemed to have been waived, abandoned and rendered unenforceable.


 


B. Following receipt of the Notice of Controversy
(or the Notice of Counterclaim, as the case may be), there shall be a three (3) week period during which the parties will make
a good faith effort to resolve the dispute through negotiation ("Period of Negotiation"). Neither party shall take any
action during the Period of Negotiation to initiate arbitration proceedings.


 


C. If the parties should agree during the
Period of Negotiation to mediate the dispute, then the Period of Negotiation shall be extended by an amount of time to be agreed
upon by the parties to permit such mediation. In no event, however, may the Period of Negotiation be extended by more than five
(5) weeks or, stated differently, in no event may the Period of Negotiation be extended to encompass more than a total of eight
(8) weeks.


 


D. If the parties agree to mediate the dispute
but are thereafter unable to agree within one (1) week on the format and procedures for the mediation, then the effort to mediate
shall cease, and the Period of Negotiation shall terminate four (4) weeks from the Notice of Controversy (or the Notice of Counterclaim,
as the case may be).


 


E. Following the termination of the Period
of Negotiation, the dispute (including the main claim and counterclaim, if any) shall be settled by arbitration, and judgment upon
the award may be entered in any court having jurisdiction thereof. The format and procedures of the arbitration are set forth below
(referred to below as the "Arbitration Agreement").


 


F. A notice of intention to arbitrate ("Notice
of Arbitration") shall be served within forty-five (45) days of the termination of the Period of Negotiation. If the Notice
of Arbitration is not served within this period, the claim set forth in the Notice of Controversy (or the Notice of Counterclaim,
as the case may be) will be deemed to have been waived, abandoned and rendered unenforceable.


 


G. The arbitration, including the Notice
of Arbitration, will be governed by the Commercial Rules of the American Arbitration Association except that the terms of this
Arbitration Agreement shall control in the event of any difference or conflict between such Rules and the terms of this Arbitration
Agreement. The arbitration shall be scheduled to take place in San Diego, California.


 


H. The dispute resolver shall reach a decision
on the merits on the basis of applicable legal principles as embodied in the law of the State of California.


 


 


 






    	 	19	 



     

    

 


I. There shall be one dispute resolver,
regardless of the amount in controversy. The dispute resolver will be empowered to render an award and interim decisions and shall
be a member of the bar of any of the fifty States of the United States or of the District of Columbia. The dispute resolver shall
be promptly appointed pursuant to Rule 13 of the Commercial Rules of the American Arbitration Association ("AAA"). If
the dispute resolver has not been appointed within forty-five (45) days of the AAA's initial transmission of lists of potential
arbitrators, then the AAA shall unilaterally designate the dispute resolver.


 


J. At the time of appointment and as a condition
thereto, the dispute resolver will be apprised of the time limitations and other provisions of this Arbitration Agreement and shall
indicate such dispute resolver's agreement to the Tribunal Administrator to comply with such provisions and time limitations.


 


K. During the 30-day period following appointment
of the dispute resolver, either party may serve on the other a request for limited numbers of documents directly related to the
dispute. Such documents will be produced within seven (7) days of the request.


 


L. Following the 30-day period of document
production, there will be a forty-five (45) day period during which limited depositions will be permissible. Neither party will
take more than five (5) depositions, and no deposition will exceed three (3) hours of direct testimony.


 


M. Disputes as to discovery or prehearing
matters of a procedural nature shall be promptly submitted to the dispute resolver pursuant to telephone conference call or otherwise.
The dispute resolver shall make every effort to render a ruling on such interim matters at the time of the hearing (or conference
call) or within five (5) business days thereafter.


 


N. Following the promptly commence. The
dispute hearing within thirty (30) days of the will make every effort to conduct the period of depositions, the arbitration hearing
shall resolver will make every effort to commence the conclusion of the deposition period and, in addition, hearing on consecutive
business days to conclusion.


 


O. An award will be rendered, at the latest,
within nine (9) months of the date of the Notice of Arbitration and within thirty (30) days of the close of the arbitration hearing.
The award shall set forth the grounds for the decision in reasonably specific detail and shall also specify whether any claim (or
defense or counterclaim) of Executive is found to be frivolous or without merit and what proportion, if any, of his legal fees
and expenses which have been paid by the Company Executive shall be required to repay to the Company in accordance with Section
6.3.2. The award shall be final and nonappealable.


 


 


 


 






    	 	20	 



     

    

 


P. THE PARTIES HEREBY ACKNOWLEDGE AND AGREE
THAT THEY ARE WAIVING THEIR RIGHTS TO A TRIAL IN A STATE OR FEDERAL COURT AND ARE ALSO WAIVING THEIR RIGHT TO A JURY TRIAL.


 


 





	 	COMPANY	 	EXECUTIVE
	 	 	 	 
	 	BISHOP EQUITIES, INC.,	 	 
	 	a Nevada corporation dba	 	 
	 	Aethlon Medical	 	 
	 	 	 	 
	 	 	 	 
	 	By: /s/ Franklyn S. Barry, Jr.               	 	/s/ Richard H. Tullis             
	 	Franklyn S. Barry, Jr.	 	Richard H. Tullis
	 	Its: President and C.E.O.	 	 



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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