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                                                                    EXHIBIT 10.2

                              AETHLON MEDICAL, INC.
                         NOTICE OF GRANT OF STOCK OPTION
                         -------------------------------



                Notice is hereby given of the following option grant (the
"Option") to purchase shares of the Common Stock of Aethlon Medical, Inc., a
Nevada corporation (the "Company"):


       Optionee:                    Franklyn S. Barry
       ---------


       Grant Date:                  December 15, 2008
       -----------


       Exercise Price:              $0.41 per share


       Number of Option Shares:     500,000
       -----------------------


       Expiration Date:             June 4, 2018
       ---------------

       Type of Option:              Non-Statutory Stock Option


       Vesting Schedule:            333,333 shall vest on December 15, 2008,
       -----------------            166,667 shall vest on June 4, 2009

         Optionee agrees to be bound by the terms of the Stock Option Agreement
attached hereto as Exhibit A.

         NO EMPLOYMENT OR SERVICE CONTRACT. Nothing in this Notice or in the
attached Stock Option Agreement shall confer upon Optionee any right to continue
in service in any capacity, including as an employee, for any period of specific
duration or interfere with or otherwise restrict in any way the rights of the
Company (or any Parent or Subsidiary employing or retaining Optionee) or of
Optionee, which rights are hereby expressly reserved by each, to terminate
Optionee's service and/or employment at any time for any reason, with or without
cause.


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         DEFINITIONS. All capitalized terms in this Notice shall have the
meaning assigned to them in this Notice or in the attached Stock Option
Agreement.

Dated:  December 15, 2008               AETHLON MEDICAL, INC.



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

                                             OPTIONEE


                                        /s/ Franklyn S. Barry
                                        ----------------------------------------
                                        Name: Franklyn S. Barry
                                        Address:


ATTACHMENTS
-----------
EXHIBIT A - STOCK OPTION AGREEMENT



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                                    EXHIBIT A
                             STOCK OPTION AGREEMENT
                             ----------------------



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                              AETHLON MEDICAL, INC.
                             STOCK OPTION AGREEMENT
                             ----------------------

                                    RECITALS
                                    --------

         The Board of Directors (the "Board") of Aethlon Medical, Inc. (the
"Company"), in a telephonic Board Meeting held June 4, 2008, has deemed it fair
and in the best interest of the Company and its stockholders that the Company
issue to Franklyn S. Barry an aggregate of 500,000 options to acquire restricted
common stock.

         All capitalized terms in this Agreement not defined herein shall have
the meaning assigned to them in the attached Appendix.

                                    AGREEMENT
                                    ---------

         NOW, THEREFORE, it is hereby agreed as follows:

         1. GRANT OF OPTION. The Company hereby grants to the Optionee, as of
the Grant Date, an option to purchase up to the number of Option Shares
specified in the Grant Notice. The Option Shares shall be purchasable from time
to time during the option term specified in Paragraph 2 at the Exercise Price.

         2. OPTION TERM. This option shall expire at the close of business on
the Expiration Date, unless sooner terminated in accordance with Paragraph 5.

         3. LIMITED TRANSFERABILITY. During Optionee's lifetime, this option
shall be exercisable only by Optionee and shall not be assignable or
transferable other than by will or by the laws of descent and distribution
following Optionee's death.

         4. DATES OF EXERCISE. This option shall become exercisable for the
Option Shares as specified in the Vesting Schedule.

         5. CESSATION OF SERVICE. The option term specified in Paragraph 2 shall
terminate (and this option shall cease to be outstanding) prior to the
Expiration Date should any of the following events occur:

                  (a) If the Optionee's service is terminated for any reason
other than death or disability, then the Optionee may exercise this option, only
to the extent that the option would have been exercisable upon the date of such
termination (the "Termination Date"), no later than twelve (12) months after the
Termination Date.

                  (b) If the Optionee's service is terminated because of the
Optionee's death or disability (or the Optionee dies within twelve (12) months
after a termination other than for cause or because of the Optionee's
disability), then this option may be exercised only to the extent that it would
have been exercisable by the Optionee on the Termination Date and must be
exercised by the Optionee (or the Optionee's legal representative) no later than
twelve (12) months after the Termination Date.



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                  (c) Notwithstanding the provisions above, if the Optionee's
service is terminated for cause, neither the Optionee, the Optionee's estate nor
such other person who may then hold this option shall be entitled to exercise it
with respect to any Option Shares whatsoever.

         6. ADJUSTMENT IN OPTION SHARES. Should any change be made to the Common
Stock by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Company's receipt of
consideration, appropriate adjustments shall be made to (i) the total number
and/or class of securities subject to this option and (ii) the Exercise Price in
order to reflect such change and thereby preclude a dilution or enlargement of
benefits hereunder.

         7. SHAREHOLDER RIGHTS. The holder of this option shall not have any
shareholder rights with respect to the Option Shares until such person shall
have exercised the option, paid the Exercise Price and become a holder of record
of the purchased shares.

         8. REGISTRATION RIGHTS. If the Company at any time proposes to register
any of its securities under the Securities Act of 1933, as amended (the "Act"),
for sale to the public, whether for its own account or for the account of other
security holders or both, provided the Registrable Securities are not otherwise
subject to an effective registration statement, the Company will cause such
Registrable Securities to be included with the securities to be covered by the
registration statement proposed to be filed by the Company. In the event that
any registration pursuant to this Paragraph 8 shall be, in whole or in part, an
underwritten public offering of Common Stock of the Company, the number of
shares of Registrable Securities to be included in such an underwriting may be
reduced by the managing underwriter if and to the extent that the Company and
the underwriter shall reasonably be of the opinion that such inclusion would
adversely affect the marketing of the securities to be sold by the Company
therein; provided, however, that the Company shall notify the Optionee in
writing of any such reduction. "Registrable Securities" means the number of
shares of the Company's Common Stock set forth on the first page of the Notice
of Grant of Stock Option.

         9. MANNER OF EXERCISING OPTION.

                  (a) In order to exercise this option with respect to all or
any part of the Option Shares for which this option is at the time exercisable,
the Optionee (or any other person or persons exercising the option) must take
the following actions:

                           (i) Execute and deliver to the Company a written
                  notice setting forth the number of Option Shares for which the
                  option is exercised.

                           (ii) Pay the aggregate Exercise Price for the
                  purchased shares in cash or in one or more of the following
                  forms:


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                                    (A) by cancellation of indebtedness of the
                           Company to the Optionee;

                                    (B) if approved by the Board, by surrender
                           of shares that either: (1) have been owned by the
                           Optionee for more than one year and have been paid
                           for within the meaning of Rule 144 promulgated under
                           the Act (and, if such shares were purchased from the
                           Company by use of a promissory note, such note has
                           been fully paid with respect to such shares); or (2)
                           were obtained by the Optionee in the public market;


                                    (C) if approved by the Board, by waiver of
                           compensation due or accrued to the Optionee for
                           services rendered;


                                    (D) with respect only to purchases upon
                           exercise of an option, and provided that a public
                           market for the Company's stock exists:

                                            (1) through a "same day sale"
                           commitment from the Optionee and a broker-dealer that
                           is a member of the National Association of Securities
                           Dealers (an "NASD Dealer") whereby the Optionee
                           irrevocably elects to exercise the option and to sell
                           a portion of the shares so purchased to pay for the
                           Exercise Price, and whereby the NASD Dealer
                           irrevocably commits upon receipt of such shares to
                           forward the Exercise Price directly to the Company;
                           or

                                            (2) through a "margin" commitment
                           from the Optionee and an NASD Dealer whereby the
                           Optionee irrevocably elects to exercise the option
                           and to pledge the Shares so purchased to the NASD
                           Dealer in a margin account as security for a loan
                           from the NASD Dealer in the amount of the Exercise
                           Price, and whereby the NASD Dealer irrevocably
                           commits upon receipt of such Shares to forward the
                           Exercise Price directly to the Company; or

                                    (E) by any combination of the foregoing.
                           Except to the extent the sale and remittance
                           procedure is utilized in connection with the option
                           exercise, payment of the Exercise Price must
                           accompany the written notice delivered to the Company
                           in connection with the option exercise.

                           (iii) Furnish to the Company appropriate
                           documentation that the person or persons exercising
                           the option (if other than Optionee) have the right to
                           exercise this option.

                           (iv) Execute and deliver to the Company such written
                           representations as may be requested by the Company in
                           order for it to comply with the applicable
                           requirements of federal and state securities laws.


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                           (v) Make appropriate arrangements with the Company
                           for the satisfaction of all federal, state and local
                           income and employment tax withholding requirements
                           applicable to the option exercise.

                  (b) As soon as practical after the Exercise Date, the Company
shall issue to or on behalf of the Optionee (or any other person or persons
exercising this option) a certificate for the purchased Option Shares, with the
appropriate legends affixed thereto.

                  (c) In no event may this option be exercised for any
fractional shares.

         10. COMPLIANCE WITH LAWS AND REGULATIONS.

                  (a) The exercise of this option and the issuance of the Option
Shares upon such exercise shall be subject to compliance by the Company and
Optionee with all applicable requirements of law relating thereto and with all
applicable regulations of any stock exchange (or the Nasdaq Stock Market or the
OTC Bulletin Board, if applicable) on which the Common Stock may be listed for
trading at the time of such exercise and issuance.

                  (b) The inability of the Company to obtain approval from any
regulatory body having authority deemed by the Company to be necessary to the
lawful issuance and sale of any Common Stock pursuant to this option shall
relieve the Company of any liability with respect to the non-issuance or sale of
the Common Stock as to which such approval shall not have been obtained. The
Company, however, shall use its best efforts to obtain all such approvals.

         11. SUCCESSORS AND ASSIGNS. Except to the extent otherwise provided in
Paragraph 3, the provisions of this Agreement shall inure to the benefit of, and
be binding upon, the Company and its successors and assigns and the Optionee,
the Optionee's assigns and the legal representatives, heirs and legatees of the
Optionee's estate.

         12. NOTICES. Any notice required to be given or delivered to the
Company under the terms of this Agreement shall be in writing and addressed to
the Company at its principal corporate offices. Any notice required to be given
or delivered to the Optionee shall be in writing and addressed to the Optionee
at the address indicated below the Optionee's signature line on the Grant
Notice. All notices shall be deemed effective upon personal delivery or upon
deposit in the U.S. mail, postage prepaid and properly addressed to the party to
be notified.

         13. GOVERNING LAW. The interpretation, performance and enforcement of
this Agreement shall be governed by the laws of the State of California without
resort to that State's conflict-of-laws rules.




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         IN WITNESS WHEREOF, the parties have executed this Agreement on this
15th day of December, 2008.

                                     AETHLON MEDICAL, INC., a Nevada corporation



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

                                     OPTIONEE


                                     /s/ Franklyn S. Barry
                                     -------------------------------------------
                                     Franklyn S. Barry





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                                   APPENDIX A

                The following definitions shall be in effect under the
Agreement:

         1. AGREEMENT shall mean this Stock Option Agreement.

         2. CODE shall mean the Internal Revenue Code of 1986, as amended.

         3. COMMON STOCK shall mean the Company's common stock.

         4. EXERCISE DATE shall mean the date on which the option shall have
been exercised in accordance with Paragraph 9 of the Agreement.

         5. EXERCISE PRICE shall mean the exercise price payable per Option
Share as specified in the Grant Notice.

         6. EXPIRATION DATE shall mean the date on which the option expires as
specified in the Grant Notice.

         7. FAIR MARKET VALUE. Fair Market Value of a share of Common Stock as
of a particular date (the "DETERMINATION DATE") shall mean:

             (a) If the Company's Common Stock is traded on an 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.

             (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
NASD OTC 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 Optionee 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 liquidation,
dissolution or winding up, or any event deemed to be a liquidation, dissolution
or winding up pursuant to the Company's charter, then all amounts to be payable
per share to holders of the Common Stock pursuant to the charter in the event of
such liquidation, dissolution or winding up, plus all other amounts to be
payable per share in respect of the Common Stock in liquidation under the
charter, 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.

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         8. GRANT DATE shall mean the date of grant of the option as specified
in the Grant Notice.

         9. GRANT NOTICE shall mean the Notice of Grant of Stock Option
accompanying the Agreement, pursuant to which Optionee has been informed of the
basic terms of the option evidenced hereby.

         10. NON-STATUTORY STOCK OPTION shall mean an option not intended to
satisfy the requirements of Code Section 422.

         11. OPTION SHARES shall mean the number of shares of Common Stock
subject to the option.

         12. OPTIONEE shall mean the person to whom the option is granted as
specified in the Grant Notice.

         13. VESTING SCHEDULE shall mean the vesting schedule specified in the
Grant Notice pursuant to which the Option Shares shall become exercisable.


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