<PAGE>

EXHIBIT 10.49

                           OPTION SUSPENSION AGREEMENT

     This Option Suspension Agreement is entered into by and between Mr. James
Joyce, an individual ("Joyce") and Aethlon Medical, Inc., a Nevada corporation
(the "Company) as of June 29, 2009.

                                    RECITALS:

     WHEREAS, the Company is approaching the limits of its authorized common
stock (the "Common Stock");

     WHEREAS, the Company's cash position requires that is raise new working
capital which would require the issuance or reservation of shares of Common
Stock for investors;

     WHEREAS, Joyce, the Chief Executive Officer and a Director of the Company
has agreed to accommodate the Company's fundraising needs and lack of available
capital by suspending the exercisability of his stock options pending the
increase of the authorized capital of the Company; and

     WHEREAS, the Board of Directors of the Company has determined to accept
Joyce's offer to suspend the exercisability of this stock options upon the terms
and conditions set forth in this Agreement.

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Joyce and the Company (each a
"Party" and collectively the "Parties") agree as follows:

1.   SUSPENSION OF EXERCISE RIGHTS. The Parties agree that Joyce currently owns
     the stock options set forth on SCHEDULE A hereto (the "Stock Options), some
     of which are subject to continuing vesting. Joyce hereby agrees to suspend
     the exercisability of his Stock Options as follows: (A) with respect to
     2,857,143 Stock Options (related to the September 9, 2005 grant) Joyce will
     not exercise his rights to acquire shares of Common Stock underlying such
     Options until the date upon which the Company amends its Articles of
     Incorporation in the State of Nevada to increase its authorized capital
     stock to a number of shares that would permit the exercisability of all the
     Stock Options (the "Charter Amendment"); and (B) with respect to the
     balance of all Stock Options (6,731,090 Stock Options) the later of (i) the
     filing and effectiveness of the Charter Amendment, or (ii) June 9, 2010.
     The period of time from the date hereof until the date the Stock Options
     become exercisable again, the "Suspension Period."


2.   NO RESERVATION OF SHARES UNDERLYING STOCK OPTIONS. The Parties agree that
     during the Suspension Period, the Company and the Board of Directors shall
     have no obligation to reserve or set aside any shares of Common Stock
     underlying the Stock Options suspended and that all such shares shall be
     immediately deemed "not reserved" for issuance if so previously reserved,
     and shall be available for reservation or issuance for other purposes at
     the discretion of the Board of Directors. Joyce acknowledges and agrees
     that any attempted exercise of the Stock Options during the Suspension
     Period shall be null and void and of no force or effect.

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3.   EXTENSION OF EXERCISE PERIOD; CONTINUATION OF VESTING. The original
     expiration date of each Stock Option shall be deemed extended by the number
     of days to which each such Stock Option is subject to the Suspension
     Period. The Suspension Period shall have no effect upon the vesting
     schedule of any Stock Options and all Stock Options subject to vesting
     shall continue vesting during the Suspension Period according to the terms
     of the original vesting schedule.

4.   CHANGE OF CONTROL DURING SUSPENSION PERIOD.

        (A) In consideration of the fact that the Stock Options will not be
     exercisable in full, if at all, during the Suspension Period, the Parties
     recognize the economic risk to Joyce in the event the Stock Options hold
     value and there is a Change of Control transaction (as defined below).
     Accordingly, the Parties hereby agree as follows: If a Change of Control
     shall occur prior to the filing of the Charter Amendment, and if any of the
     Stock Options hold positive value (i.e., are "in the money") as compared to
     the Fair Market Value (defined below) of each share of Common Stock of the
     Company on the Determination Date (defined below), then in such event, the
     Company shall, as a condition to such Change of Control transaction,
     require that either the Company or the acquiring person or company (if
     applicable) tender to Joyce the same consideration per share (whether such
     consideration be in the form of cash, notes, securities or other property)
     that he would have received had he been able to exercise such Stock Options
     on the Determination Date. In the event a Change of Control transaction
     shall occur prior to June 9, 2010, but subsequent to the filing and
     effectiveness of the Amended Charter, then in such event, the Stock Options
     still subject to the Suspension Period shall become immediately exercisable
     pursuant to their terms such that Joyce's rights to exercise shall be
     reinstated in advance of the Determination Date (as defined below.

        (B) A "CHANGE OF CONTROL" shall mean: (a) a merger or consolidation of
     the Company with or into any other corporation or other business entity
     (except one in which the holders of capital stock of the Company
     immediately prior to such merger or consolidation continue to hold at least
     a majority of the outstanding securities having the right to vote in an
     election of the Board of Directors of the surviving corporation ("VOTING
     STOCK")); (b) a sale, lease, exchange or other transfer (in one transaction
     or a related series of transactions) of all or substantially all of the
     Company's assets; or (c) the acquisition by any person or any group of
     persons (other than the Company, any of its direct or indirect
     subsidiaries, or any trustee, fiduciary or other person or entity holding
     securities under any employee benefit plan or trust of the Company or any
     of its direct or indirect subsidiaries) acting together in any transaction
     or related series of transactions undertaken after the date hereof, of such
     number of shares of the Company's Voting Stock as causes such person, or
     group of persons, to own beneficially, directly or indirectly, as of the
     time immediately after such transaction or series of transactions, fifty
     percent (50%) or more of the combined voting power of the Voting Stock of
     the Company other than as a result of an acquisition of securities directly
     from the Company, or solely as a result of an acquisition of securities by
     the Company which by reducing the number of shares of the Voting Stock
     outstanding increases the proportionate voting power represented by the
     Voting Stock owned by any such person or group of persons to fifty percent
     (50%) or more of the combined voting power of such Voting Stock. The "FAIR
     MARKET VALUE" of the Common Stock shall mean: (a) If the Company's Common
     Stock is traded on an

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     exchange or is quoted on the National Association of Securities Dealers,
     Inc. Automated Quotation ("NASDAQ") National Market or the NASDAQ SmallCap
     Market, then the closing or last sale price, respectively, reported for the
     last business day immediately preceding the Determination Date (as defined
     below). (b) If the Company's Common Stock is not traded on an exchange or
     on the NASDAQ National Market or the NASDAQ SmallCap Market but is traded
     on the Over the Counter Bulletin Board, then the mean of the average of the
     closing bid and asked prices reported for the last business day immediately
     preceding the Determination Date. (c) Except as provided in clause (d)
     below, if the Company's Common Stock is not publicly traded, then as the
     Joyce and the Company agree or in the absence of agreement by arbitration
     in accordance with the rules then in effect of the American Arbitration
     Association, before a single arbitrator to be chosen from a panel of
     persons qualified by education and training to pass on the matter to be
     decided. (d) If the Determination Date is the date of a Change of Control,
     then all amounts to be payable per share to holders of the Common Stock
     pursuant to the Articles of Incorporation of the Company then in effect
     assuming for the purposes of this clause (d) that all of the shares of
     Common Stock then issuable upon exercise of the Option are outstanding at
     the Determination Date. "DETERMINATION DATE" shall mean the date that is
     five (5) business days prior to the date established as the effective date
     of the Change of Control transaction.

5.   NO OTHER AMENDMENT. Except as modified or amended hereby, the Stock Options
     and their respective granting terms and agreements shall remain unchanged.

6.   MISCELLANEOUS. Neither this Agreement nor any provision hereof shall be
     waived, modified, discharged or terminated except by an instrument in
     writing signed by the Parties hereto. This Agreement and the rights and
     obligations hereunder are not transferable or assignable by Joyce. This
     Agreement shall be governed by and construed in accordance with the laws of
     the State of Nevada, without regard to principles of conflicts of law. Each
     Party agrees to provide, if requested, any additional information that may
     be requested or required to effect the intents and purposes of this
     Agreement. This Agreement constitutes the full and entire understanding and
     agreement between the parties with regard to the subject matter hereof and
     no party shall be liable or bound to the other in any manner by any
     representations, warranties, covenants and agreements except as
     specifically set forth herein. In the event one or more of the provisions
     of this Agreement should be held, for any reason, to be invalid, illegal or
     unenforceable in any respect, such invalidity, illegality, or
     unenforceability shall not affect any other provisions of this Agreement,
     and this Agreement shall be construed as if such invalid, illegal or
     unenforceable provision had never been contained herein.



                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK



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<PAGE>

     IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the
date set forth on this signature page.



AETHLON MEDICAL, INC., a Nevada corporation


By: /s/ James A. Joyce
   ---------------------------
    Name:  James A. Joyce
    Title: Chairman and Chief Executive Officer


By: /s/ Richard H. Tullis
   ---------------------------
    Name:  Richard H. Tullis
    Title: VP & Chief Science Officer



JAMES JOYCE, Individually

 /s/ James A. Joyce
------------------------------
James Joyce



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<PAGE>
<TABLE>
<CAPTION>
<S>                                                                           <C>

                                                 SCHEDULE A
                                               STOCK OPTIONS

----------------------- ----------------------------- ---------------------------- ------------------------
    DATE OF GRANT             EXPIRATION DATE              NUMBER OF SHARES             EXERCISE PRICE
                                                          UNDERLYING OPTION
----------------------- ----------------------------- ---------------------------- ------------------------

----------------------- ----------------------------- ---------------------------- ------------------------
 February 23, 2005       February 23, 2010             1,115,550                    $0.38
----------------------- ----------------------------- ---------------------------- ------------------------
 February 23, 2005       February 23, 2010             557,775                      $0.38
----------------------- ----------------------------- ---------------------------- ------------------------
 February 23, 2005       February 23, 2011             557,775                      $0.38
----------------------- ----------------------------- ---------------------------- ------------------------
 September 9, 2005       September 9, 2015             2,857,143                    $0.21
----------------------- ----------------------------- ---------------------------- ------------------------
 June 13, 2007           June 13, 2017                 2,500,000                    $0.36
----------------------- ----------------------------- ---------------------------- ------------------------
 December 15, 2008       December 15, 2018             2,000,000                    $0.25
----------------------- ----------------------------- ---------------------------- ------------------------
                                              TOTAL:   9,588,243
----------------------- ----------------------------- ---------------------------- ------------------------
</TABLE>


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