EXHIBIT 10.3






FIRST
AMENDMENT TO LEASE
  This
First Amendment to Lease ("Agreement") is made and entered into as of February
1, 2010, by and between Glenborough Aventine, LLC, a Delaware limited liability
company, ("Landlord") and Aethlon Medical, Inc., a Nevada corporation (together,
"Tenant").
  RECITALS
  This
Agreement is made with reference to the following facts and
objectives:
  A.   By
Office Lease by and between Landlord and Tenant dated as of September 16, 2009,
(the "Lease") Tenant leases the Premises depicted in Exhibit A to the Lease,
demised in Section 1.1.1 of the Lease, and described in Section 2 of the Summary
of Basic Lease Information of the Lease ("Summary") as Suite 255 (relocated
herein) deemed to contain approximately 1,791 (increased after relocation)
rentable square feet of space and located at 8910 University Center Lane, San
Diego, California 92122, in the Building known as The Aventine.
  B.   Landlord
and Tenant desire to relocate the Premises subject to the provisions set forth
below.
 
 NOW,
THEREFORE, Landlord and Tenant hereby agree as follows:
  AGREEMENT
  1.  
On February 15, 2010, (the "Effective Date") Tenant shall relocate to Suite 660 and the
following modifications and amendments shall be made to the Lease:
  ·
              The
      reference to Suite 255 in Section 2.2 of the Summary shall be replaced by
      Suite 660.
  ·
              The
      reference to 1,791 rentable square feet of space in Section 2.2 of the
      Summary shall be replaced by 2,281 rentable square feet of
      space.
  ·
              Exhibit
      A attached hereto and made a part hereof depicting Suite 660 shall be
      deemed to have replaced former Exhibit A to the
  Lease.
  ·
              The
      reference to 0.8248% as Tenant's Share in Section 6 of the Summary shall
      be replaced by 1.0504%
  ·
              The
      September 30, 2012, Expiration Date provided by Section 3.3 of the Lease
      shall be replaced by September 30,
2013.
  ·
              The
      2009 Base Year set forth in Section 5 of the Summary shall remain
      unchanged.
  ·
              The
      $5,084.20 Security Deposit set forth in Section 8 of the Summary shall be
      replaced with $6,701.81. Therefore, Tenant shall remit an additional
      $1,617.61 to Landlord when it returns its signed originals of this
      Agreement to Landlord for review and approval to increase the Security
      Deposit to said $6,701.81.
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  ·
              The
      monthly Base Rent schedule in Section 4 of the Summary shall be replaced
      by the following:
 February
      15, 2010,
              through
              September
      30, 2010,
              $6,044.65
      / monthOctober
      1, 2010,
              through
              September
      30, 2011,
              $6,256.21
      / monthOctober
      1, 2011,
              through
              September
      30, 2012,
              $6,475.19
      / monthOctober
      1, 2012,
              through
              September
      30, 2013,
              $6,701.81
      / month
 
  2.   Tenant
shall retain its existing Option to Extend as set forth in Section 31 of the
Addendum to Lease.
  3.   The
ROFO (right of first offer) set forth in Section 30 of the Addendum to Lease is
of no further force or effect.
  4.   Landlord
has already installed new carpet and paint in Suite 660 to prepare it for
marketing as a "spec suite" or model suite. No additional work has been promised
to Tenant or will be provided.
  5.   Tenant
may commence its move-in to Suite 660 on the weekend immediately preceding the
Effective Date (on February 13 and 14) at no additional charge. All insurance
requirements and other provisions of the Lease shall apply to both the old and
new Premises during any said overlap in occupancy, except for payment of Base
Rent on Suite 660 until the Effective Date.
  6.   Tenant
may immediately (following full execution of this Agreement) begin cabling Suite
660 for telephone and data wiring. All insurance requirements and other
provisions of the Lease shall apply to both the old and new Premises during any
said early access for cabling, except for payment of Base Rent on Suite 660
until the Effective Date.
  7.   Capitalized
terms not defined herein are defined in the Lease. All other terms, covenants,
and conditions of the Lease remain in full force and effect, but to the extent
there are any inconsistencies between this Agreement and the Lease, this
Agreement shall govern. There are no oral agreements or other written agreements
on the subject matter of this Agreement which are separate from this
Agreement.
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  IN
WITNESS WHEREOF, Landlord and Tenant have executed this Agreement as of the date
first above written.
  LANDLORD:
  GLENBOROUGH
AVENTINE, LLC,
   /s/ signature
         /s/ James Joyce
    /s/ James Frakes
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