EXHIBIT
10.6





NEITHER
THIS WARRANT NOR THE SECURITIES FOR WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN
REGISTERED FOR RESALE WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”),
AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS.  A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR IN FORM
AND SUBSTANCE REASONABLY ACCEPTABLE TO THE ISSUER MAY BE REQUIRED IN CONNECTION
WITH ANY SUCH UNREGISTERED RESALE (OTHER THAN PURSUANT TO RULE 144 OF THE
SECURITIES ACT).  NOTWITHSTANDING THE FOREGOING, THIS WARRANT AND THE
SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED
BY SUCH SECURITIES PROVIDED THAT ANY EXERCISE OF ANY RIGHTS BY ANY SECURED PARTY
SHALL COMPLY WITH THESE LEGEND REQUIREMENTS.





THIS
WARRANT DOES NOT REQUIRE PHYSICAL SURRENDER OF THE WARRANT IN THE EVENT OF A
PARTIAL EXERCISE.  AS A RESULT, FOLLOWING ANY EXERCISE OF ANY PORTION
OF THIS WARRANT, THE NUMBER OF SHARES OF COMMON STOCK FOR WHICH THIS WARRANT MAY
BE EXERCISED MAY BE LESS THAN THE NUMBER OF SHARES SET FORTH BELOW.





AETHLON
MEDICAL, INC.





WARRANT TO PURCHASE COMMON
STOCK





Date of
Issuance:  February 12, 2010 (“Issuance Date”)





AETHLON
MEDICAL, INC., a Nevada corporation (the “Company”), hereby certifies
that, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, GEMINI MASTER FUND. LTD., the registered holder hereof
or its permitted assigns (the “Holder”), is entitled to
purchase from the Company up to a total of 660,000 shares (“Warrant Shares”) of the
Company’s Common Stock at an exercise price equal to $0.50 per share (as may be
adjusted from time to time as provided herein, the “Exercise Price”) at any time
during the period (“Exercise
Period”) commencing on the Issuance Date and ending on and including the
date which is three (3) yearsfollowing
the Issuance Date (“Expiration
Date”), subject to the terms and conditions set forth
herein.  The Holder’s Maximum Ownership Percentage is 4.9 (which may
be changed only as specified in PST Document WAR, as defined
below).





1. Incorporation
by Reference; Definitions.




(a)
            Warrant
      Series.  This Warrant to Purchase Common Stock (“Warrant”) is issued
      pursuant to that certain Securities Purchase Agreement dated on or about
      the date hereof by and between the Company and the Holder (the “Securities Purchase
      Agreement”).




(b)
            Incorporation.  This
      Warrant incorporates by reference, as if set forth herein in its entirety
      and including without limitation all terms, conditions and provisions set
      forth therein, the PipeFund Services Organization Standard Transaction
      Document labeled WAR 1-10 (Standard Warrant Terms) available and
      accessible at www.pipefund.com
      (“PST Document
      WAR”); provided,
      however, that to the extent any of the terms, conditions or
      provisions of this Warrant (without such incorporation) contradict or
      conflict with the terms, conditions or provisions of PST Document WAR,
      this Warrant shall control.









(c)
            Defined
      Terms.  Each initially capitalized term used herein and
      not otherwise defined herein shall have the meaning ascribed thereto in
      PST Document WAR or the Securities Purchase Agreement (including without
      limitation definitions incorporated therein by reference to PST Document
      GTC or by reference indirectly to PST Document DEF, each a PipeFund
      Standard Transaction Document available and accessible at www.pipefund.com).




2. Specific/Additional
Terms.




This
Warrant shall have Weighted-Average Anti-Dilution Adjustment.





This
Warrant shall have Cashless Exercise at all times during which there is not an
effective Registration Statement covering the resale of all Warrant Shares by
the Holder, which Registration Statement is not subject to any suspension or
stop order and contains a Prospectus therein that is current and available for
use by the Holder and not subject to any blackout or similar
circumstance.





[Signature Page
Follows]






2




IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of
the Issuance Date set forth above.






AETHLON
      MEDICAL, INC.By:
              /s/ James
      A. JoyceName:
      James A. JoyceTitle:
      President
    3