Exhibit 10.4


 





Supplement
No. 1


To
the 


 SECURITIES PURCHASE AGREEMENT


Dated
November 2011


of


AETHLON MEDICAL, INC.


 


This Supplement No. 1 to the Securities
Purchase Agreement (the “Supplement”) supplements the Securities Purchase Agreement (the “Purchase
Agreement”) of Aethlon Medical, Inc. (the “Company”) dated as of November 2011. The purpose of this
Supplement is to advise you of the extension of the Offering and replace certain disclosures in the Purchase Agreement, as more
fully described below.


 


This Supplement is incorporated by reference
into, and should be read in conjunction with, the Purchase Agreement. This Supplement is not complete without, and may not be delivered
or utilized except in connection with the Purchase Agreement.


 


By accepting this Supplement, you agree
to hold all information contained herein in the strictest confidence and not to use this information for any purpose other than
to analyze an investment in the Company named above. Failure to comply with this directive can result in a violation of the Securities
Act of 1933, as amended (the “Securities Act"). Any further distribution or reproduction of this Supplement,
the Purchase Agreement or the other documents provided to you in connection with your investment or potential investment in the
Company, in whole or in part, or the disclosure of any of its contents by an offeree, is unauthorized.


 


The recipient, by accepting delivery
of this Supplement, agrees to return this Supplement and all accompanying or related documents to the Company named above if the
recipient does not agree to purchase any of the securities offered in the Purchase Agreement.


 


Capitalized terms used but not defined
herein shall have the meanings set forth in the Purchase Agreement. Except as expressly set forth in this Supplement and the Purchase
Agreement, including all disclosures therein and all exhibits thereto, shall continue unmodified.


 


Extension of the Termination Date
of the Offering


 


The Offering, as originally contemplated
and disclosed in the Purchase Agreement, was to continue until the earlier of (i) the closing on the Maximum Offering or (ii) December
31, 2011, subject to the right of the Company and the Placement Agent to mutually extend the Termination Date to January 31, 2012
without notice to prospective investors (the “Termination Date”). The parties have now decided to further extend
the Termination Date until February 28, 2012, subject to the right of the Company and the Placement Agent to mutually extend the
Termination Date to March 31, 2012 without notice to prospective investors. Accordingly, this Supplement is deemed to supplement
and replace the disclosure in the Purchase Agreement and in the exhibits attached thereto discussing the Termination Date of the
Offering. Specifically, Section 1.2 of the Purchase Agreement is hereby amended and restated in its entirety as follows:


 


“1.2 The Securities will
be offered for sale until the earlier of (i) the closing on the Maximum Offering or (ii) February 28, 2012, subject to the right
of the Company and the Placement Agent to mutually extend the termination date to March 31, 2012 without notice to prospective
investors (the “Termination Date”). The Offering is being conducted on a “best-efforts” basis. There is
no minimum required to be raised in the Offering.”


 


You are receiving this Supplement because
you have received a copy of the Purchase Agreement. By executing and returning this Supplement to the Company, you are acknowledging
(i) your receipt of this Supplement, and (ii) that you are aware of the changes to the Purchase Agreement as described in this
Supplement.


 


 


 


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Blank]



    	 



    	 



    

[ACKNOWLEDGEMENT
SIGNATURE PAGE TO THE SUPPLEMENT]


 


By signing
below, the undersigned (i) agrees to continue as a subscriber in the Offering pursuant to the terms of the Offering as revised
and amended, as described herein; (ii) represents and warrants to the Company that he/she/it has read and reviewed this Supplement
and that he/she/it fully understands the revised terms of the Offering, as described herein; and (iii) confirms all prior representations,
warranties and understandings made in the Purchase Agreement as of this ___
day of _____________, 2012.


 


	INDIVIDUALS:	ENTITIES:
	 	 
	 	 
	____________________________	____________________________
	Print Name	Print Name of Entity
	 	 
	 	 
	____________________________	____________________________
	Signature	Print Name of Authorized Signatory
	 	 
	 	 
	____________________________	____________________________
	Print Name of joint investor or	Signature of Authorized Signatory
	other person whose signature is	 
	required	 
	 	 
	 	 
	____________________________	 
	Signature