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                                                                    EXHIBIT 10.1

                          REGISTRATION RIGHTS AGREEMENT


         This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into as
of November 2, 2005, by and among AETHLON MEDICAL, INC., a Nevada corporation
(the "Company"), and the parties who are signatories to this Agreement
(collectively referred to as the "Holders").

         WHEREAS, the Company sold to the Holders up to $1,000,000 principal
amount of 10% Series A Convertible Notes (the "Notes"), which are convertible
into units (the "Units") comprised of one share of the Company's Common Stock
(the "Common Stock") and one Common Stock purchase warrant (the "Warrant")
exercisable to purchase Common Stock at a price of $.20 per share in a private
placement (the "Offering");

         WHEREAS, in order to induce the Holders to purchase the Notes, the
Company has entered into this Agreement to register the Common Stock issuable
upon conversion of the Notes (the "Conversion Shares") and upon exercise of the
Warrants (the "Warrant Shares") under the Securities Act of 1933, as amended
(the "Act") in accordance with the provisions of this Agreement.

         WHEREAS, the Conversion Shares and Warrant Shares are collectively
referred to in this Agreement as "Registrable Securities."

         NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Agreement, the parties hereto agree as follows:

         1.       DEFINITIONS.

         As used in this Agreement, the following terms shall have the following
meanings. Other capitalized terms in this Agreement will have the meanings set
forth in the Notes and the Warrants, as the case may be.

                  1.1 "BUSINESS DAY" means any day except Saturday, Sunday and
         any day which shall be a legal holiday or a day on which banking
         institutions in the State of New York or the State of California are
         authorized or required by law or other government actions to close.

                  1.2 "EFFECTIVENESS DATE" means, with respect to the initial
         Registration Statement required to be filed hereunder as to shares of
         Common Stock underlying the shares of Notes and Warrants, the ninetieth
         (90th) calendar day following the Filing Date and, with respect to any
         additional Registration Statements which may be required pursuant to
         Section 3.3, the ninetieth (90th) calendar day following the date on
         which the Company first knows, or reasonably should have known, that
         such additional Registration Statement is required hereunder; PROVIDED,
         HOWEVER, if the Company is notified by the Commission that one of the
         above Registration Statements will not be reviewed or is no longer
         subject to further review and comments, the Effectiveness Date as to
         such Registration Statement shall be the tenth (10th) Trading Day
         following the date on which the Company is so notified if such date
         precedes the dates required above.

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                  1.3 "EFFECTIVENESS PERIOD" shall have the meaning set forth in
         Section 2.1.

                  1.4 "FILING DATE" means, with respect to the initial
         Registration Statement required to be filed hereunder as to shares of
         Common Stock underlying the Notes and Warrants, the later of November
         30, 2005 or 30 days after the date the Company completes an additional
         financing of at least $1.0 million but in no event later than December
         31, 2005 and, with respect to any additional Registration Statements
         which may be required pursuant to Section 3.3, the thirtieth (30th) day
         following the date on which the Company first knows, or reasonably
         should have known that such additional Registration Statement is
         required hereunder.

                  1.5 "HOLDER" or "HOLDERS" means the holder or holders, as the
         case may be, from time to time of Registrable Securities.

                  1.6 "INDEMNIFIED PARTY" shall have the meaning set forth in
         Section 5.3.

                  1.7 "INDEMNIFYING PARTY" shall have the meaning set forth in
         Section 5.3.

                  1.8 "PROSPECTUS" means the prospectus included in a
         Registration Statement (including, without limitation, a prospectus
         that includes any information previously omitted from a prospectus
         filed as part of an effective registration statement in reliance upon
         Rule 430A promulgated under the Securities Act), as amended or
         supplemented by any prospectus supplement, with respect to the terms of
         the offering of any portion of the Registrable Securities covered by a
         Registration Statement, and all other amendments and supplements to the
         Prospectus, including post-effective amendments, and all material
         incorporated by reference or deemed to be incorporated by reference in
         such Prospectus.

                  1.9 "REGISTRABLE SECURITIES" means all of the shares of Common
         Stock issuable upon conversion in full of the Notes and exercise in
         full of the Warrants, and the shares of Common Stock issuable in lieu
         of the payment of liquidated damages, together with any securities
         issued or issuable upon any stock split, dividend or other distribution
         recapitalization or similar event with respect to the foregoing.

                  1.10 "REGISTRATION STATEMENT" means the registration
         statements required to be filed hereunder and any additional
         registration statements contemplated by Section 3.3, including (in each
         case) the Prospectus, amendments and supplements to such registration
         statement or Prospectus, including pre- and post-effective amendments,
         all exhibits thereto, and all material incorporated by reference or
         deemed to be incorporated by reference in such registration statement.

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                  1.11 "RULE 415" means Rule 415 promulgated by the Commission
         pursuant to the Securities Act, as such Rule may be amended from time
         to time, or any similar rule or regulation hereafter adopted by the
         Commission having substantially the same effect as such Rule.

                  1.12 "RULE 424" means Rule 424 promulgated by the Commission
         pursuant to the Securities Act, as such Rule may be amended from time
         to time, or any similar rule or regulation hereafter adopted by the
         Commission having substantially the same effect as such Rule.

                  1.13 "SPECIAL COUNSEL" means one special counsel for the
         Holders, the cost of whose services will be reimbursed by the Company
         pursuant to Section 4.

                  1.14 "WARRANTS" shall mean the Common Stock purchase warrants
         issued to the Holders upon conversion of the Notes.

         2.       SHELF REGISTRATION.

                  2.1 On or prior to each Filing Date, the Company shall prepare
         and file with the Commission a "Shelf" Registration Statement covering
         the resale of all Registrable Securities applicable to such Filing Date
         for an offering to be made on a continuous basis pursuant to Rule 415.
         The Registration Statement shall be on Form S-3 (except if the Company
         is not then eligible to register for resale the Registrable Securities
         on Form S-3, in which case such registration shall be on Form SB-2 or
         another appropriate form in accordance herewith) and shall contain
         (except if otherwise directed by the Holders) the "Plan of
         Distribution" in substantially the form attached hereto as EXHIBIT A.
         The Company shall use its best efforts to cause the Registration
         Statement to be declared effective under the Securities Act as promptly
         as possible after the filing thereof, but in any event prior to the
         applicable Effectiveness Date, and shall use its best efforts to keep
         such Registration Statement continuously effective under the Securities
         Act until the date which is two years after the expiration date of the
         Warrants or such earlier date when all Registrable Securities covered
         by such Registration Statement have been sold or may be sold without
         volume restrictions pursuant to Rule 144(k), as determined by the
         counsel to the Company pursuant to a written opinion letter to such
         effect, addressed and acceptable to the Company's transfer agent and
         the affected Holders (the "EFFECTIVENESS PERIOD").

                  2.2 The Registration Statements to be filed hereunder shall
         include a number of shares of Common Stock equal to no less than the
         sum of (i) 150% of the number of shares of Common Stock issuable upon
         conversion in full of the Notes subject to such Registration Statement,
         assuming for such purposes that Notes are outstanding for their full
         term and the lowest possible Conversion Price, as defined in the Notes,
         applies and (ii) 150% of the number of shares of Common Stock issuable
         upon exercise in full of the Warrants subject to such Registration
         Statement.

                  2.3 The Company shall be subject to the provisions of Sections
         2.4 if

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                           2.3.1 a Registration Statement is not filed on or
                  prior to its respective Filing Date (if the Company files such
                  Registration Statement without affording the Holder the
                  opportunity to review and comment on the same as required by
                  Section 3.1 hereof, the Company shall not be deemed to have
                  satisfied this Subsection 2.3.1); or

                           2.3.2 a Registration Statement filed hereunder is not
                  declared effective by the Commission on or prior to its
                  Effectiveness Date; or

                           2.3.3 after a Registration Statement is filed with
                  and declared effective by the Commission, such Registration
                  Statement ceases to be effective as to all Registrable
                  Securities to which it is required to relate at any time prior
                  to the expiration of the Effectiveness Period without being
                  succeeded within ten (10) Business Days by an amendment to
                  such Registration Statement or by a subsequent Registration
                  Statement filed with and declared effective by the Commission;
                  or

                           2.3.4 the Common Stock shall be delisted or suspended
                  from trading on the New York Stock Exchange, American Stock
                  Exchange, the Nasdaq Stock Market or the Nasdaq OTC Bulletin
                  Board (each, a "SUBSEQUENT MARKET") for more than twenty (20)
                  Business Days (which need not be consecutive Business Days);
                  or

                           Any failure or breach set forth in this Section 2.3
                  is referred to as an "EVENT." The following are referred to as
                  "Event Date": for purposes of Subsections 2.3.1 and 2.3.2, the
                  date on which such Event occurs, or for purposes of
                  Subsections 2.3.3 and 2.3.4, the date on which such ten (10)
                  and twenty (20) Business Day periods are exceeded.

                  2.4 On an Event Date, the Company shall pay to each Holder, as
                  liquidated damages and not as a penalty, an amount in cash
                  equal to one percent (1.0%) of the original principal amount
                  of the Notes of such Holder. On every month after the Event
                  Date until the applicable Event is cured, the Company shall
                  pay to each Holder, as liquidated damages and not as a
                  penalty, an amount in cash equal to one and one-half percent
                  (1.5%) of the original principal amount of the Notes. If the
                  Warrants have been issued and are "in the money," the
                  penalties shall be computed based on the value of any
                  outstanding Warrants on an Event Date and on each month
                  following an Event Date until the Event is cured. The value of
                  the Warrants for such purposes shall be the difference between
                  the closing price of the Common Stock on the Event Date (and
                  after the Event Date, the average of the closing sales prices
                  during the applicable month) and the exercise price multiplied
                  by the number of shares of Common Stock issuable upon exercise
                  of the Warrants. If the Company fails to pay any liquidated
                  damages pursuant to this Section in full within seven (7) days
                  after the date payable, the Company will pay interest thereon
                  at a rate of twelve (12%) per annum (or such lesser maximum
                  amount that is permitted to be paid by applicable law) to the
                  Holder, accruing daily from the date such liquidated damages
                  are due until such amounts, plus all such interest thereon,


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                  are paid in full. At the option of the Company, shares of
                  Common Stock may be issued to the Holder in lieu of a cash
                  payment for such liquidated damages based upon the Conversion
                  Price then in effect, provided that such shares have been
                  registered for resale by such Holder and the Company provides
                  the Holder with at least five (5) Business Days' irrevocable
                  notice prior to the date such payment is due. The liquidated
                  damages pursuant to the terms hereof shall apply on a pro-rata
                  basis for any portion of a month prior to the cure of an
                  Event.

         3. REGISTRATION PROCEDURES. In connection with the Company's
registration obligations hereunder, the Company shall:

                  3.1 Not less than five (5) Business Days prior to the filing
         of each Registration Statement or any related Prospectus or any
         amendment or supplement thereto (including any document that would be
         incorporated or deemed to be incorporated therein by reference), the
         Company shall (i) furnish to the Holders and their Special Counsel
         copies of all such documents proposed to be filed, which documents
         (other than those incorporated or deemed to be incorporated by
         reference) will be subject to the review of such Holders and their
         Special Counsel, and (ii) cause its officers and directors, counsel and
         independent certified public accountants to respond to such inquiries
         as shall be necessary, in the reasonable opinion of respective counsel
         to conduct a reasonable investigation within the meaning of the
         Securities Act. The Company shall not file the Registration Statement
         or any such Prospectus or any amendments or supplements thereto to
         which the Holders of a majority of the Registrable Securities and their
         Special Counsel shall reasonably object, provided the Company is
         notified of such objection no later than five (5) Business Days after
         the Holders have been so furnished copies of such documents and
         provided, further, that such objections relate to the selling
         shareholder information, the plan of distribution, any information
         relating to the Holders, either directly or indirectly, or the
         compliance under the Securities Act of such Registration Statement or
         Prospectus as to form.

                  3.2 (i) Prepare and file with the Commission such amendments,
         including post-effective amendments, to a Registration Statement and
         the Prospectus used in connection therewith as may be necessary to keep
         a Registration Statement continuously effective as to the applicable
         Registrable Securities for the Effectiveness Period and prepare and
         file with the Commission such additional Registration Statements in
         order to register for resale under the Securities Act all of the
         Registrable Securities; (ii) cause the related Prospectus to be amended
         or supplemented by any required Prospectus supplement, and as so
         supplemented or amended to be filed pursuant to Rule 424; (iii) respond
         as promptly as reasonably possible, and in any event within ten (10)
         days, to any comments received from the Commission with respect to a
         Registration Statement or any amendment thereto and as promptly as
         reasonably possible provide the Holders true and complete copies of all
         correspondence from and to the Commission relating to a Registration
         Statement; and (iv) comply in all material respects with the provisions
         of the Securities Act and the Exchange Act with respect to the
         disposition of all Registrable Securities covered by a Registration
         Statement during the applicable period in accordance with the intended
         methods of disposition by the Holders thereof set forth in such
         Registration Statement as so amended or in such Prospectus as so
         supplemented.

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                  3.3 File additional Registration Statements if the number of
         Registrable Securities at any time exceeds seventy-five percent (75%)
         of the number of shares of Common Stock then registered for the account
         of the Holders in all existing Registration Statements hereunder.

                  3.4 Notify the Holders of Registrable Securities to be sold
         and their Special Counsel as promptly as reasonably possible (and, in
         the case of (i)(A) below, not less than five (5) Business Days prior to
         such filing) and (if requested by any such Person) confirm such notice
         in writing no later than one Business Day following the day (i)(A) when
         a Prospectus or any Prospectus supplement or post-effective amendment
         to a Registration Statement is proposed to be filed; and (B) with
         respect to a Registration Statement or any post-effective amendment,
         when the same has become effective; (ii) of the issuance by the
         Commission of any stop order suspending the effectiveness of a
         Registration Statement covering any or all of the Registrable
         Securities or the initiation of any Proceedings for that purpose; (iii)
         of the receipt by the Company of any notification with respect to the
         suspension of the qualification or exemption from qualification of any
         of the Registrable Securities for sale in any jurisdiction, or the
         initiation or threatening of any Proceeding for such purpose; and (iv)
         of the occurrence of any event or passage of time that makes the
         financial statements included in a Registration Statement ineligible
         for inclusion therein or any statement made in a Registration Statement
         or Prospectus or any document incorporated or deemed to be incorporated
         therein by reference untrue in any material respect or that requires
         any revisions to a Registration Statement, Prospectus or other
         documents so that, in the case of a Registration Statement or the
         Prospectus, as the case may be, it will not contain any untrue
         statement of a material fact or omit to state any material fact
         required to be stated therein or necessary to make the statements
         therein, in light of the circumstances under which they were made, not
         misleading.

                  3.5 Promptly deliver to each Holder and their Special Counsel,
         without charge, as many copies of the Prospectus or Prospectuses,
         including each form of Prospectus, and each amendment or supplement
         thereto as such Persons may reasonably request. The Company hereby
         consents to the use of such Prospectus and each amendment or supplement
         thereto by each of the selling Holders in connection with the offering
         and sale of the Registrable Securities covered by such Prospectus and
         any amendment or supplement thereto.

                  3.6 Prior to any public offering of Registrable Securities,
         use its best efforts to register or qualify or cooperate with the
         selling Holders and their Special Counsel in connection with the
         registration or qualification (or exemption from such registration or
         qualification) of such Registrable Securities for offer and sale under
         the securities or Blue Sky laws of such jurisdictions within the United
         States as any Holder requests in writing, to keep each such
         registration or qualification (or exemption therefrom) effective during
         the Effectiveness Period and to do any and all other acts or things
         necessary or advisable to enable the disposition in such jurisdictions
         of the Registrable Securities covered by a Registration Statement;
         provided, that the Company shall not be required to qualify generally
         to do business in any jurisdiction where it is not then so qualified or
         subject the Company to any material tax in any such jurisdiction where
         it is not then so subject.

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                  3.7 Cooperate with the Holders to facilitate the timely
         preparation and delivery of certificates representing Registrable
         Securities to be delivered to a transferee pursuant to a Registration
         Statement, which certificates shall be free, to the extent permitted by
         law, of all restrictive legends, and to enable such Registrable
         Securities to be in such denominations and registered in such names as
         any such Holders may request.

                  3.8 Upon the occurrence of any event contemplated this Section
         3, as promptly as reasonably possible, prepare a supplement or
         amendment, including a post-effective amendment, to a Registration
         Statement or a supplement to the related Prospectus or any document
         incorporated or deemed to be incorporated therein by reference, and
         file any other required document so that, as thereafter delivered,
         neither a Registration Statement nor such Prospectus will contain an
         untrue statement of a material fact or omit to state a material fact
         required to be stated therein or necessary to make the statements
         therein, in light of the circumstances under which they were made, not
         misleading.

                  3.9 Comply with all applicable rules and regulations of the
         Commission.

                  3.10 Use its best efforts to avoid the issuance of, or, if
         issued, obtain the withdrawal of (i) any order suspending the
         effectiveness of a Registration Statement, or (ii) any suspension of
         the qualification (or exemption from qualification) of any of the
         Registrable Securities for sale in any jurisdiction, at the earliest
         practicable moment.

                  3.11 Furnish to each Holder and their Special Counsel, without
         charge, at least one conformed copy of each Registration Statement and
         each amendment thereto, including financial statements and schedules,
         all documents incorporated or deemed to be incorporated therein by
         reference, and all exhibits to the extent requested by such Person
         (including those previously furnished or incorporated by reference)
         promptly after the filing of such documents with the Commission.

                  3.12 Notwithstanding anything herein to the contrary, if at
         any time or from time to time during the Effectiveness Period, the
         Company notifies the Holders in writing of the existence of a Potential
         Material Event (as defined below), the Holders shall not offer or sell
         any Securities from the time of the giving of notice with respect to a
         Potential Material Event until the Holders receive written notice from
         the Company that such Potential Material Event either has been
         disclosed to the public or no longer constitutes a Potential Material
         Event; PROVIDED, HOWEVER, that, subject to Subsections 3.12.1 and
         3.12.2, the Company may not so suspend the right to such holders of
         Securities for more than sixty (60) calendar days in the aggregate
         during any twelve-month period, and if such period is exceeded, such
         period shall be deemed an "Event" and the Company shall be liable to
         the Holder for liquidated damages pursuant to Section 2(c); PROVIDED,


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         FURTHER, subject to Subsections 3.12.1 and 3.12.2, the failure to
         maintain a Registration Statement for not more than sixty (60) calendar
         days in the aggregate during any twelve (12) month period as a result
         of a Potential Material Event shall not be deemed a breach of this
         Agreement, provided the Company timely pays the Holder such liquidated
         damages. The Company must give the Holders at least thirty (30)
         calendar days' prior written notice that such a blackout period
         (without indicating the nature of such blackout period) will occur and
         such notice must be acknowledged in writing by the Holders. Failure to
         provide the Holders with such notice shall constitute an Event during
         the entire applicable period that the Registration Statement is
         suspended. "Potential Material Event" means any of the following:

                           3.12.1 The Board of Directors of the Company
                  determines, in its good faith judgment, that the use of any
                  Prospectus would require the disclosure of important
                  information which the Company has a bona fide business purpose
                  for preserving as confidential or the disclosure of which
                  would impede the Company's ability to consummate a significant
                  transaction, in which event such period may be extended for up
                  to thirty (30) additional days in any twelve (12) month
                  period;

                           3.12.2 Company consummates any business combination
                  for purposes of Rule 3-05 or Article 11 of Regulation S-X
                  under the Securities Act, in which event such restricted
                  period may be extended until the date on which the Company has
                  filed such reports or obtained the financial information
                  required by Rule 3-05 or Article 11 of Regulation S-X to be
                  included in the Registration Statement, but in no event more
                  sixty (60) additional days in any twelve (12) month period;

                           3.12.3 After one year from the Closing Date, the
                  Company files or proposes to file a registration statement in
                  an underwritten primary equity offering initiated by the
                  Company (other than any registration by the Company on Form
                  S-8), which underwriters are reasonably acceptable to a
                  majority in interest of the Holders, or a successor or
                  substantially similar form, of (i) an employee stock option,
                  stock purchase or compensation plan or of securities issued or
                  issuable pursuant to any such plan, or (ii) a dividend
                  reinvestment plan), in which event such restricted period may
                  be extended for thirty (30) days prior to the effective date
                  of the registration statement covering such underwritten
                  primary equity offering and ending on the date specified by
                  such managing underwriter in such written request to each
                  Holder, which date shall be no more than thirty (30) days
                  after such effective date, during which the Holder agrees, if
                  requested in writing by the managing underwriter or
                  underwriters administering such offering, not to effect any
                  offer, sale or distribution of Company securities (or any
                  option or right to acquire Company securities;

         4. REGISTRATION EXPENSES. All fees and expenses incident to the
performance of or compliance with this Agreement by the Company shall be borne
by the Company whether or not any Registrable Securities are sold pursuant to
the Registration Statement. The fees and expenses referred to in the foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including, without limitation, fees and expenses (A) with respect to filings


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required to be made with the Nasdaq OTC Bulletin Board and any Subsequent Market
on which the Common Stock is then listed for trading, and (B) in compliance with
applicable state securities or Blue Sky laws (including, without limitation,
fees and disbursements of counsel for the Company in connection with Blue Sky
qualifications or exemptions of the Registrable Securities and determination of
the eligibility of the Registrable Securities for investment under the laws of
such jurisdictions as requested by the Holders)); (ii) printing expenses
(including, without limitation, expenses of printing certificates for
Registrable Securities and of printing prospectuses requested by the Holders);
(iii) messenger, telephone and delivery expenses; (iv) fees and disbursements of
counsel for the Company; and (v) fees and expenses of all other Persons retained
by the Company in connection with the consummation of the transactions
contemplated by this Agreement; and (vi) and fees and expenses of the Special
Counsel up to $20,000. In addition, the Company shall be responsible for all of
its internal expenses incurred in connection with the consummation of the
transactions contemplated by this Agreement (including, without limitation, all
salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of any annual audit and the fees and expenses
incurred in connection with the listing of the Registrable Securities on any
securities exchange as required hereunder.

         5.       INDEMNIFICATION.

                  5.1 INDEMNIFICATION BY THE COMPANY. The Company shall,
         notwithstanding any termination of this Agreement, indemnify and hold
         harmless each Holder, the officers, directors, agents, brokers
         (including brokers who offer and sell Registrable Securities as
         principal as a result of a pledge or any failure to perform under a
         margin call of Common Stock), investment advisors and employees of each
         of them, each Person who controls any such Holder (within the meaning
         of Section 15 of the Securities Act or Section 20 of the Exchange Act)
         and the officers, directors, agents and employees of each such
         controlling Person, to the fullest extent permitted by applicable law,
         from and against any and all losses, claims, damages, liabilities,
         costs (including, without limitation, costs of preparation and
         attorneys' fees) and expenses (collectively, "Losses"), as incurred,
         arising out of or relating to any untrue or alleged untrue statement of
         a material fact contained in a Registration Statement, any Prospectus
         or any form of prospectus or in any amendment or supplement thereto or
         in any preliminary prospectus, or arising out of or relating to any
         omission or alleged omission of a material fact required to be stated
         therein or necessary to make the statements therein (in the case of any
         Prospectus or form of prospectus or supplement thereto, in light of the
         circumstances under which they were made) not misleading, except to the
         extent, but only to the extent, that (i) such untrue statements or
         omissions are based solely upon information regarding such Holder


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         furnished in writing to the Company by such Holder expressly for use
         therein, or to the extent that such information relates to such Holder
         or such Holder's proposed method of distribution of Registrable
         Securities and was reviewed and expressly approved in writing by such
         Holder expressly for use in a Registration Statement, such Prospectus
         or such form of Prospectus or in any amendment or supplement thereto or
         (ii) in the case of an occurrence of an event of the type specified in
         Section 3.4(ii)-(vi), the use by such Holder of an outdated or
         defective Prospectus after the Company has notified such Holder in
         writing that the Prospectus is outdated or defective and prior to the
         receipt by such Holder of the Advice contemplated in Section 6.5. The
         Company shall notify the Holders promptly of the institution, threat or
         assertion of any Proceeding of which the Company is aware in connection
         with the transactions contemplated by this Agreement.

                  5.2 INDEMNIFICATION BY HOLDERS. Each Holder shall, severally
         and not jointly, indemnify and hold harmless the Company, its
         directors, officers, agents and employees, each Person who controls the
         Company (within the meaning of Section 15 of the Securities Act and
         Section 20 of the Exchange Act), and the directors, officers, agents or
         employees of such controlling Persons, to the fullest extent permitted
         by applicable law, from and against all Losses (as determined by a
         court of competent jurisdiction in a final judgment not subject to
         appeal or review) arising out of or based upon any untrue statement of
         a material fact contained in any Registration Statement, any
         Prospectus, or any form of prospectus, or in any amendment or
         supplement thereto, or arising solely out of or based solely upon any
         omission of a material fact required to be stated therein or necessary
         to make the statements therein not misleading to the extent, but only
         to the extent, that such untrue statement or omission is contained in
         any information so furnished in writing by such Holder to the Company
         specifically for inclusion in such Registration Statement or such
         Prospectus or to the extent that (i) such untrue statements or
         omissions are based solely upon information regarding such Holder
         furnished in writing to the Company by such Holder expressly for use
         therein, or to the extent that such information relates to such Holder
         or such Holder's proposed method of distribution of Registrable
         Securities and was reviewed and expressly approved in writing by such
         Holder expressly for use in the Registration Statement, such Prospectus
         or such form of Prospectus or in any amendment or supplement thereto or
         (ii) in the case of an occurrence of an event of the type specified in
         Section 3(d)(ii)-(vi), the use by such Holder of an outdated or
         defective Prospectus after the Company has notified such Holder in
         writing that the Prospectus is outdated or defective and prior to the
         receipt by such Holder of the Advice contemplated in Section 6(e). In
         no event shall the liability of any selling Holder hereunder be greater
         in amount than the dollar amount of the net proceeds received by such
         Holder upon the sale of the Registrable Securities giving rise to such
         indemnification obligation.

                  5.3      CONDUCT OF INDEMNIFICATION PROCEEDINGS.

                           5.3.1 If any Proceeding shall be brought or asserted
                  against any Person entitled to indemnity hereunder (an
                  "INDEMNIFIED PArty"), such Indemnified Party shall promptly
                  notify the Person from whom indemnity is sought (the
                  "Indemnifying Party") in writing, and the Indemnifying Party
                  shall assume the defense thereof, including the employment of
                  counsel reasonably satisfactory to the Indemnified Party and
                  the payment of all fees and expenses incurred in connection
                  with defense thereof; provided, that the failure of any
                  Indemnified Party to give such notice shall not relieve the
                  Indemnifying Party of its obligations or liabilities pursuant
                  to this Agreement, except (and only) to the extent that it
                  shall be finally determined by a court of competent
                  jurisdiction (which determination is not subject to appeal or
                  further review) that such failure shall have proximately and
                  materially adversely prejudiced the Indemnifying Party.

                                       10
<PAGE>

                           5.3.2 An Indemnified Party shall have the right to
                  employ separate counsel in any such Proceeding and to
                  participate in the defense thereof, but the fees and expenses
                  of such counsel shall be at the expense of such Indemnified
                  Party or Parties unless: (i) the Indemnifying Party has agreed
                  in writing to pay such fees and expenses; or (ii) the
                  Indemnifying Party shall have failed promptly to assume the
                  defense of such Proceeding and to employ counsel reasonably
                  satisfactory to such Indemnified Party in any such Proceeding;
                  or (iii) the named parties to any such Proceeding (including
                  any impleaded parties) include both such Indemnified Party and
                  the Indemnifying Party, and such Indemnified Party shall have
                  been advised by counsel that a conflict of interest is likely
                  to exist if the same counsel were to represent such
                  Indemnified Party and the Indemnifying Party (in which case,
                  if such Indemnified Party notifies the Indemnifying Party in
                  writing that it elects to employ separate counsel at the
                  expense of the Indemnifying Party, the Indemnifying Party
                  shall not have the right to assume the defense thereof and
                  such counsel shall be at the expense of the Indemnifying
                  Party). The Indemnifying Party shall not be liable for any
                  settlement of any such Proceeding effected without its written
                  consent, which consent shall not be unreasonably withheld. No
                  Indemnifying Party shall, without the prior written consent of
                  the Indemnified Party, effect any settlement of any pending
                  Proceeding in respect of which any Indemnified Party is a
                  party, unless such settlement includes an unconditional
                  release of such Indemnified Party from all liability on claims
                  that are the subject matter of such Proceeding.

                           5.3.3 All fees and expenses of the Indemnified Party
                  (including reasonable fees and expenses to the extent incurred
                  in connection with investigating or preparing to defend such
                  Proceeding in a manner not inconsistent with this Section)
                  shall be paid to the Indemnified Party, as incurred, within
                  ten (10) Business Days of written notice thereof to the
                  Indemnifying Party (regardless of whether it is ultimately
                  determined that an Indemnified Party is not entitled to
                  indemnification hereunder; provided, that the Indemnifying
                  Party may require such Indemnified Party to undertake to
                  reimburse all such fees and expenses to the extent it is
                  finally judicially determined that such Indemnified Party is
                  not entitled to indemnification hereunder).

                  5.4      CONTRIBUTION.

                           5.4.1 If a claim for indemnification under Section
                  5.1 or 5.2 is unavailable to an Indemnified Party (by reason
                  of public policy or otherwise), then each Indemnifying Party,
                  in lieu of indemnifying such Indemnified Party, shall
                  contribute to the amount paid or payable by such Indemnified
                  Party as a result of such Losses, in such proportion as is
                  appropriate to reflect the relative fault of the Indemnifying
                  Party and Indemnified Party in connection with the actions,


                                       11
<PAGE>

                  statements or omissions that resulted in such Losses as well
                  as any other relevant equitable considerations. The relative
                  fault of such Indemnifying Party and Indemnified Party shall
                  be determined by reference to, among other things, whether any
                  action in question, including any untrue or alleged untrue
                  statement of a material fact or omission or alleged omission
                  of a material fact, has been taken or made by, or relates to
                  information supplied by, such Indemnifying Party or
                  Indemnified Party, and the parties' relative intent,
                  knowledge, access to information and opportunity to correct or
                  prevent such action, statement or omission. The amount paid or
                  payable by a party as a result of any Losses shall be deemed
                  to include, subject to the limitations set forth in Section
                  5.3, any reasonable attorneys' or other reasonable fees or
                  expenses incurred by such party in connection with any
                  Proceeding to the extent such party would have been
                  indemnified for such fees or expenses if the indemnification
                  provided for in this Section was available to such party in
                  accordance with its terms.

                           5.4.2 The parties hereto agree that it would not be
                  just and equitable if contribution pursuant to this Section
                  5.4 were determined by pro rata allocation or by any other
                  method of allocation that does not take into account the
                  equitable considerations referred to in the immediately
                  preceding paragraph. Notwithstanding the provisions of this
                  Section 5.4, no Holder shall be required to contribute, in the
                  aggregate, any amount in excess of the amount by which the
                  proceeds actually received by such Holder from the sale of the
                  Registrable Securities subject to the Proceeding exceeds the
                  amount of any damages that such Holder has otherwise been
                  required to pay by reason of such untrue or alleged untrue
                  statement or omission or alleged omission.

                           5.4.3 The indemnity and contribution agreements
                  contained in this Section are in addition to any liability
                  that the Indemnifying Parties may have to the Indemnified
                  Parties.

         6.       MISCELLANEOUS.

                  6.1 AMENDMENTS AND WAIVERS. The provisions of this Agreement,
         including the provisions of this sentence, may not be amended, modified
         or supplemented, and waivers or consents to departures from the
         provisions hereof may not be given, unless the same shall be in writing
         and signed by the Company and the Holders of at least two-thirds of the
         then outstanding Registrable Securities. Notwithstanding the foregoing,
         a waiver or consent to depart from the provisions hereof with respect
         to a matter that relates exclusively to the rights of Holders and that
         does not directly or indirectly affect the rights of other Holders may
         be given by Holders of at least a majority of the Registrable
         Securities to which such waiver or consent relates; PROVIDED, HOWEVER,
         that the provisions of this sentence may not be amended, modified, or
         supplemented except in accordance with the provisions of the
         immediately preceding sentence.

                                       12
<PAGE>

                  6.2 NO INCONSISTENT AGREEMENTS. Neither the Company nor any of
         its subsidiaries has entered, as of the date hereof, nor shall the
         Company or any of its subsidiaries, on or after the date of this
         Agreement, enter into any agreement with respect to its securities,
         that would have the effect of impairing the rights granted to the
         Holders in this Agreement or otherwise conflicts with the provisions
         hereof. Except as and to the extent specified in Schedule 6.2 hereto,
         neither the Company nor any of its subsidiaries has previously entered
         into any agreement granting any registration rights with respect to any
         of its securities to any Person that have not been satisfied in full.

                  6.3 NO PIGGYBACK ON REGISTRATIONS. Except as and to the extent
         specified in Schedule 6.3 hereto, neither the Company nor any of its
         security holders (other than the Holders in such capacity pursuant
         hereto) may include securities of the Company in the Registration
         Statement other than the Registrable Securities, and the Company shall
         not after the date hereof enter into any agreement providing any such
         right to any of its security holders.

                  6.4 COMPLIANCE. Each Holder covenants and agrees that it will
         comply with the prospectus delivery requirements of the Securities Act
         as applicable to it in connection with sales of Registrable Securities
         pursuant to the Registration Statement.

                  6.5 DISCONTINUED DISPOSITION. Each Holder agrees by its
         acquisition of such Registrable Securities that, upon receipt of a
         notice from the Company of the occurrence of any event of the kind
         described in Sections 3.4, such Holder will forthwith discontinue
         disposition of such Registrable Securities under a Registration
         Statement until such Holder's receipt of the copies of the supplemented
         Prospectus and/or amended Registration Statement contemplated by
         Section 3.8, or until it is advised in writing (the "Advice") by the
         Company that the use of the applicable Prospectus may be resumed, and,
         in either case, has received copies of any additional or supplemental
         filings that are incorporated or deemed to be incorporated by reference
         in such Prospectus or Registration Statement. The Company may provide
         appropriate stop orders to enforce the provisions of this paragraph.

                  6.6 PIGGY-BACK REGISTRATIONS. If at any time during the
         Effectiveness Period there is not an effective Registration Statement
         covering all of the Registrable Securities and the Company shall
         determine to prepare and file with the Commission a registration
         statement relating to an offering for its own account or the account of
         others under the Securities Act of any of its equity securities, other
         than on Form S-4 or Form S-8 (each as promulgated under the Securities
         Act) or their then equivalents relating to equity securities to be
         issued solely in connection with any acquisition of any entity or
         business or equity securities issuable in connection with stock option
         or other employee benefit plans, then the Company shall send to each
         Holder written notice of such determination and, if within fifteen (15)
         days after receipt of such notice, any such Holder shall so request in
         writing, the Company shall include in such registration statement all
         or any part of such Registrable Securities such holder requests to be
         registered, subject to customary underwriter cutbacks applicable to all
         Holders of registration rights; provided, that, the Company shall not
         be required to register any Registrable Securities pursuant to this
         Section 6.6 that are eligible for resale pursuant to Rule 144(k)
         promulgated under the Securities Act.

                                       13
<PAGE>

                  6.7 NOTICES. Any and all notices or other communications or
         deliveries required or permitted to be provided hereunder shall be
         delivered as set forth in the Purchase Agreement.

                  6.8 SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
         benefit of and be binding upon the successors and permitted assigns of
         each of the parties and shall inure to the benefit of each Holder. The
         Company may not assign its rights or obligations hereunder without the
         prior written consent of each Holder. Each Holder may assign their
         respective rights hereunder in the manner and to the Persons as
         permitted under the Purchase Agreement.

                  6.9 COUNTERPARTS. This Agreement may be executed in any number
         of counterparts, each of which when so executed shall be deemed to be
         an original and, all of which taken together shall constitute one and
         the same Agreement. In the event that any signature is delivered by
         facsimile transmission, such signature shall create a valid binding
         obligation of the party executing (or on whose behalf such signature is
         executed) the same with the same force and effect as if such facsimile
         signature were the original thereof.

                  6.10 GOVERNING LAW. All questions concerning the construction,
         validity, enforcement and interpretation of this Agreement shall be
         governed by and construed and enforced in accordance with the internal
         laws of the State of California, without regard to the principles of
         conflicts of law thereof. Each party hereby irrevocably submits to the
         exclusive jurisdiction of the state and federal courts sitting in the
         City of San Diego, for the adjudication of any dispute hereunder or in
         connection herewith 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 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 in effect for 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 hereto hereby irrevocably
         waives, to the fullest extent permitted by applicable law, any and all
         right to trial by jury in any legal proceeding arising out of or
         relating to this Agreement or the transactions contemplated hereby. If
         either party shall commence a Proceeding to enforce any provisions of
         this Agreement, then the prevailing party in such Proceeding shall be
         reimbursed by the other party for its attorneys fees and other costs
         and expenses incurred with the investigation, preparation and
         prosecution of such Proceeding.

                  6.11 CUMULATIVE REMEDIES. The remedies provided herein are
         cumulative and not exclusive of any remedies provided by law.

                                       14
<PAGE>

                  6.12 SEVERABILITY. If any term, provision, covenant or
         restriction of this Agreement is held by a court of competent
         jurisdiction to be invalid, illegal, void or unenforceable, the
         remainder of the terms, provisions, covenants and restrictions set
         forth herein shall remain in full force and effect and shall in no way
         be affected, impaired or invalidated, and the parties hereto shall use
         their reasonable efforts to find and employ an alternative means to
         achieve the same or substantially the same result as that contemplated
         by such term, provision, covenant or restriction. It is hereby
         stipulated and declared to be the intention of the parties that they
         would have executed the remaining terms, provisions, covenants and
         restrictions without including any of such that may be hereafter
         declared invalid, illegal, void or unenforceable.

                  6.13 HEADINGS. The headings in this Agreement are for
         convenience of reference only and shall not limit or otherwise affect
         the meaning hereof.

                  6.14 INDEPENDENT NATURE OF PURCHASERS' OBLIGATIONS AND RIGHTS.
         The obligations of each Purchaser hereunder is several and not joint
         with the obligations of any other Purchaser hereunder, and no Purchaser
         shall be responsible in any way for the performance of the obligations
         of any other Purchaser hereunder. Nothing contained herein or in any
         other agreement or document delivered at any closing, and no action
         taken by any Purchaser pursuant hereto or thereto, shall be deemed to
         constitute the Purchasers as a partnership, an association, a joint
         venture or any other kind of entity, or create a presumption that the
         Purchasers are in any way acting in concert with respect to such
         obligations or the transactions contemplated by this Agreement. Each
         Purchaser shall be entitled to protect and enforce its rights,
         including without limitation the rights arising out of this Agreement,
         and it shall not be necessary for any other Purchaser to be joined as
         an additional party in any proceeding for such purpose.

         IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.

                                   AETHLON MEDICAL, INC.



                                   By: ______________________________________
                                   Name:  James Joyce
                                   Title: President and Chief Executive Officer


                                       15
<PAGE>


             HOLDER SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT


         ______________________________
         Signature of Holder

                                           _____________________________________
                                           Outstanding Principal Amount of Notes

         ______________________________
         Name of Holder


                                       16
<PAGE>

                                    EXHIBIT A

                              PLAN OF DISTRIBUTION
                              --------------------

         The Selling Stockholders and any of their pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of their shares
of Common Stock on any stock exchange, market or trading facility on which the
shares are traded or in private transactions. These sales may be at fixed or
negotiated prices. The Selling Stockholders may use any one or more of the
following methods when selling shares:

         o        ordinary brokerage transactions and transactions in which the
                  broker-dealer solicits purchasers;

         o        block trades in which the broker-dealer will attempt to sell
                  the shares as agent but may position and resell a portion of
                  the block as principal to facilitate the transaction;

         o        purchases by a broker-dealer as principal and resale by the
                  broker-dealer for its account;

         o        an exchange distribution in accordance with the rules of the
                  applicable exchange;

         o        privately negotiated transactions;

         o        short sales;

         o        broker-dealers may agree with the Selling Stockholders to sell
                  a specified number of such shares at a stipulated price per
                  share;

         o        a combination of any such methods of sale; and

         o        any other method permitted pursuant to applicable law.

         The Selling Stockholders may also sell shares under Rule 144 under the
Securities Act of 1933, if available, rather than under this prospectus.
Broker-dealers engaged by the Selling Stockholders may arrange for other
brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the Selling Stockholders (or, if any broker-dealer acts as
agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated. The Selling Stockholders do not expect these commissions and
discounts to exceed what is customary in the types of transactions involved.

         The Selling Stockholders may from time to time pledge or grant a
security interest in some or all of the Shares or Common Stock or Warrant owned
by them and, if they default in the performance of their secured obligations,
the pledgees or secured parties may offer and sell the shares of common stock
from time to time under this prospectus, or under an amendment to this
prospectus under Rule 424(b)(3) or other applicable provision of the Securities
Act amending the list of Selling Stockholders to include the pledgee, transferee
or other successors in interest as Selling Stockholders under this prospectus.

                                       17
<PAGE>

         The Selling Stockholders also may transfer the shares of Common Stock
in other circumstances, in which case the transferees, pledgees or other
successors in interest will be the selling beneficial owners for purposes of
this prospectus.

         The Selling Stockholders and any broker-dealers or agents that are
involved in selling the shares may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales. In such event, any
commissions received by such broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. The Selling Stockholders have
informed the Company that it does not have any agreement or understanding,
directly or indirectly, with any person to distribute the Common Stock.

         The Company is required to pay all fees and expenses incident to the
registration of the shares. The Company has agreed to indemnify the Selling
Stockholders against certain losses, claims, damages and liabilities, including
liabilities under the Securities Act.

                                       18