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EXHIBIT 4.1

                         COMMON STOCK PURCHASE AGREEMENT

         COMMON STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of May 20,
2004, by and between AETHLON MEDICAL, INC., a Nevada corporation (the
"Company"), and FUSION CAPITAL FUND II, LLC, an Illinois limited liability
company (the "Buyer"). Capitalized terms used herein and not otherwise defined
herein are defined in Section 10 hereof.

                                    WHEREAS:

         Subject to the terms and conditions set forth in this Agreement, the
Company wishes to sell to the Buyer, and the Buyer wishes to buy from the
Company, up to Six Million Two Hundred Fifty Thousand Dollars ($6,250,000) of
the Company's common stock, par value $0.001 per share (the "Common Stock"). The
shares of Common Stock to be purchased hereunder are referred to herein as the
"Purchase Shares."

         NOW THEREFORE, the Company and the Buyer hereby agree as follows:

         1.       PURCHASE OF COMMON STOCK.

         Subject to the terms and conditions set forth in Sections 6, 7 and 9
below, the Company hereby agrees to sell to the Buyer, and the Buyer hereby
agrees to purchase from the Company, shares of Common Stock as follows:

         (a) COMMENCEMENT OF PURCHASES OF COMMON STOCK. The purchase and sale of
Common Stock hereunder shall commence (the "Commencement") within five (5)
Trading Days following the date of satisfaction (or waiver) of the conditions to
the Commencement set forth in Sections 6 and 7 below (or such later date as is
mutually agreed to by the Company and Buyer) (the date of such Commencement, the
"Commencement Date"), provided, however, that on the date hereof, the Buyer
agrees to purchase and the Company agrees to sell 568,181 Purchase Shares
("Initial Purchase Shares")at a purchase price per share equal to $0.44
("Initial Purchase Price") and warrants (the "Warrants") in the form of EXHIBIT
F hereto to purchase 568,181 shares of Common Stock ("Warrant Shares") at an
exercise price of $0.76 per share. Upon receipt of the Initial Purchase Shares
in certificated form and the Warrants, in accordance with Section 4(f) hereof,
the Buyer shall pay to the Company $250,000 as full payment for the purchase of
the Initial Purchase Shares and the Warrants.

         (b) BUYER'S PURCHASE RIGHTS AND OBLIGATIONS. Subject to the Company's
right to suspend purchases under Section 1(d)(ii) hereof, the Buyer shall
purchase shares of Common Stock on each Trading Day during each Monthly Period
equal to the Daily Purchase Amount (as defined in Section 1(c)(i)) at the
Purchase Price. Within one (1) Trading Day of receipt of Purchase Shares, the
Buyer shall pay to the Company an amount equal to the Purchase Amount with
respect to such Purchase Shares as full payment for the purchase of the Purchase
Shares so received. The Company shall not issue any fraction of a share of
Common Stock upon any purchase. All shares of Common Stock (including fractions
thereof) issuable upon a purchase under this Agreement shall be aggregated for
purposes of determining whether the purchase would result in the issuance of a
fraction of a share of Common Stock. If, after the aforementioned aggregation,
the issuance would result in the issuance of a fraction of a share of Common
Stock, the Company shall round such fraction of a share of Common Stock up or
down to the nearest whole share. All payments made under this Agreement shall be
made in lawful money of the United States of America by check or wire transfer

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of immediately available funds to such account as the Company may from time to
time designate by written notice in accordance with the provisions of this
Agreement. Whenever any amount expressed to be due by the terms of this
Agreement is due on any day that is not a Trading Day, the same shall instead be
due on the next succeeding day which is a Trading Day.

         (c) THE DAILY PURCHASE AMOUNT; COMPANY'S RIGHT TO DECREASE OR INCREASE
THE DAILY PURCHASE AMOUNT.

                  (i) THE DAILY PURCHASE AMOUNT. As used herein the term
         "Original Daily Purchase Amount" shall mean Ten Thousand Dollars
         ($10,000) per Trading Day. As used herein, the term "Daily Purchase
         Amount" shall mean initially Ten Thousand Dollars ($10,000) per Trading
         Day, which amount may be increased or decreased from time to time
         pursuant to this Section 1(c).

                  (ii) COMPANY'S RIGHT TO DECREASE THE DAILY PURCHASE AMOUNT.
         The Company shall always have the right at any time to decrease the
         amount of the Daily Purchase Amount by delivering written notice (a
         "Daily Purchase Amount Decrease Notice") to the Buyer which notice
         shall specify the new Daily Purchase Amount. The decrease in the Daily
         Purchase Amount shall become effective one Trading Day after receipt by
         the Buyer of the Daily Purchase Amount Decrease Notice. Any purchases
         by the Buyer which have a Purchase Date on or prior to the first (1st)
         Trading Day after receipt by the Buyer of a Daily Purchase Amount
         Decrease Notice must be honored by the Company as otherwise provided
         herein. The decrease in the Daily Purchase Amount shall remain in
         effect until the Company delivers to the Buyer a Daily Purchase Amount
         Increase Notice (as defined below).

                   (iii) COMPANY'S RIGHT TO INCREASE THE DAILY PURCHASE AMOUNT.
         The Company shall have the right (but not the obligation) to increase
         the amount of the Daily Purchase Amount in accordance with the terms
         and conditions set forth in this Section 1(c)(iii) by delivering
         written notice to the Buyer stating the new amount of the Daily
         Purchase Amount (a "Daily Purchase Amount Increase Notice"). A Daily
         Purchase Amount Increase Notice shall be effective five (5) Trading
         Days after receipt by the Buyer. The Company shall always have the
         right at any time to increase the amount of the Daily Purchase Amount
         up to the Original Daily Purchase Amount. With respect to increases in
         the Daily Purchase Amount above the Original Daily Purchase Amount, as
         the market price for the Common Stock increases the Company shall have
         the right from time to time to increase the Daily Purchase Amount as
         follows. For every $0.25 increase in Threshold Price above $0.75
         (subject to equitable adjustment for any reorganization,
         recapitalization, non-cash dividend, stock split or other similar
         transaction), the Company shall have the right to increase the Daily
         Purchase Amount by up to an additional $2,500 in excess of the Original
         Daily Purchase Amount. "Threshold Price" for purposes hereof means the
         lowest Sale Price of the Common Stock during the five (5) consecutive
         Trading Days immediately prior to the submission to the Buyer of a
         Daily Purchase Amount Increase Notice (subject to equitable adjustment
         for any reorganization, recapitalization, non-cash dividend, stock
         split or other similar transaction). For example, if the Threshold
         Price is $1.00, the Company shall have the right to increase the Daily
         Purchase Amount to up to $12,500 in the aggregate. If the Threshold
         Price is $1.50, the Company shall have the right to increase the Daily
         Purchase Amount to up to $17,500 in the aggregate. Any increase in the
         amount of the Daily Purchase Amount shall continue in effect until the
         delivery to the Buyer of a Daily Purchase Amount Decrease Notice.
         However, if at any time during any Trading Day the Sale Price of the
         Common Stock is below the applicable Threshold Price, such increase in
         the Daily Purchase Amount shall be void and the Buyer's obligations to
         buy Purchase Shares hereunder in excess of the applicable maximum Daily

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         Purchase Amount shall be terminated. Thereafter, the Company shall
         again have the right to increase the amount of the Daily Purchase
         Amount as set forth herein by delivery of a new Daily Purchase Amount
         Increase Notice only if the Sale Price of the Common Stock is above the
         applicable Threshold Price on each of five (5) consecutive Trading Days
         immediately prior to such new Daily Purchase Amount Increase Notice.

         (d) LIMITATIONS ON PURCHASES.

                  (i) LIMITATION ON BENEFICIAL OWNERSHIP. The Company shall not
         effect any sale under this Agreement and the Buyer shall not have the
         right to purchase shares of Common Stock under this Agreement to the
         extent that after giving effect to such purchase the Buyer together
         with its affiliates would beneficially own in excess of 9.9% of the
         outstanding shares of the Common Stock following such purchase. For
         purposes hereof, the number of shares of Common Stock beneficially
         owned by the Buyer and its affiliates or acquired by the Buyer and its
         affiliates, as the case may be, shall include the number of shares of
         Common Stock issuable in connection with a purchase under this
         Agreement with respect to which the determination is being made, but
         shall exclude the number of shares of Common Stock which would be
         issuable upon (1) a purchase of the remaining Available Amount which
         has not been submitted for purchase, and (2) exercise or conversion of
         the unexercised or unconverted portion of any other securities of the
         Company (including, without limitation, any warrants) subject to a
         limitation on conversion or exercise analogous to the limitation
         contained herein beneficially owned by the Buyer and its affiliates. If
         the 9.9% limitation is ever reached this shall not affect or limit the
         Buyer's obligation to purchase the Daily Purchase Amount as otherwise
         provided in this Agreement. Specifically, even though the Buyer may not
         receive additional shares of Common Stock in the event that the 9.9%
         limitation is ever reached, the Buyer is still obligated to pay to the
         Company the Daily Purchase Amount on each Trading Day as otherwise
         obligated under this Agreement, e.g. no Event of Default (as defined in
         Section 9 hereof) has occurred, nor any event which, after notice
         and/or lapse of time, would become an Event of Default. Under such
         circumstances, the Buyer would have the right to acquire additional
         shares of Common Stock in the future only at such time as its ownership
         subsequently become less than the 9.9% limitation. For purposes of this
         Section, in determining the number of outstanding shares of Common
         Stock the Buyer may rely on the number of outstanding shares of Common
         Stock as reflected in (1) the Company's most recent Form 10-Q or Form
         10-K, as the case may be, (2) a more recent public announcement by the
         Company or (3) any other written communication by the Company or its
         Transfer Agent setting forth the number of shares of Common Stock
         outstanding. Upon the reasonable written or oral request of the Buyer,
         the Company shall promptly confirm orally and in writing to the Buyer
         the number of shares of Common Stock then outstanding. In any case, the
         number of outstanding shares of Common Stock shall be determined after
         giving effect to any purchases under this Agreement by the Buyer since
         the date as of which such number of outstanding shares of Common Stock
         was reported. Except as otherwise set forth herein, for purposes of
         this Section 1(d)(i), beneficial ownership shall be determined in
         accordance with Section 13(d) of the Securities Exchange Act of 1934,
         as amended.

                  (ii) COMPANY'S RIGHT TO SUSPEND PURCHASES. The Company may, at
         any time, give written notice (a "Purchase Suspension Notice") to the
         Buyer suspending purchases of Purchase Shares by the Buyer under this
         Agreement. The Purchase Suspension Notice shall be effective only for
         purchases that have a Purchase Date later than one (1) Trading Day
         after receipt of the Purchase Suspension Notice by the Buyer. Any
         purchase by the Buyer that has a Purchase Date on or prior to the first
         (1st) Trading Day after receipt by the Buyer of a Purchase Suspension
         Notice from the Company must be honored by the Company as otherwise
         provided herein. Such purchase suspension shall continue in effect

                                      -3-
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         until a revocation in writing by the Company, at its sole discretion.
         So long as a Purchase Suspension Notice is in effect, the Buyer shall
         not be obligated to purchase any Purchase Shares from the Company under
         Section 1 of this Agreement.

                  (iii) PURCHASE PRICE FLOOR. The Company shall not affect any
         sales under this Agreement and the Buyer shall not have the right nor
         the obligation to purchase any Purchase Shares under this Agreement on
         any Trading Day where the Purchase Price for any purchases of Purchase
         Shares would be less than the Floor Price.

         (e) RECORDS OF PURCHASES. The Buyer and the Company shall each maintain
records showing the remaining Available Amount at any give time and the dates
and Purchase Amounts for each purchase or shall use such other method,
reasonably satisfactory to the Buyer and the Company.

         (f) TAXES. The Company shall pay any and all transfer, stamp or similar
taxes that may be payable with respect to the issuance and delivery of any
shares of Common Stock to the Buyer made under this Agreement.


         2.       BUYER'S REPRESENTATIONS AND WARRANTIES.

         The Buyer represents and warrants to the Company that as of the date
hereof and as of the Commencement Date:

         (a) INVESTMENT PURPOSE. The Buyer is entering into this Agreement and
acquiring the Commitment Shares, (as defined in Section 4(f) hereof) (this
Agreement and the Commitment Shares are collectively referred to herein as the
"Securities"), for its own account for investment only and not with a view
towards, or for resale in connection with, the public sale or distribution
thereof; provided however, by making the representations herein, the Buyer does
not agree to hold any of the Securities for any minimum or other specific term.

         (b) ACCREDITED INVESTOR STATUS. The Buyer is an "accredited investor"
as that term is defined in Rule 501(a)(3) of Regulation D.

         (c) RELIANCE ON EXEMPTIONS. The Buyer understands that the Securities
are being offered and sold to it in reliance on specific exemptions from the
registration requirements of United States federal and state securities laws and
that the Company is relying in part upon the truth and accuracy of, and the
Buyer's compliance with, the representations, warranties, agreements,
acknowledgments and understandings of the Buyer set forth herein in order to
determine the availability of such exemptions and the eligibility of the Buyer
to acquire the Securities.

         (d) INFORMATION. The Buyer has been furnished with all materials
relating to the business, finances and operations of the Company and materials
relating to the offer and sale of the Securities that have been reasonably
requested by the Buyer, including, without limitation, the SEC Documents (as
defined in Section 3(f) hereof). The Buyer understands that its investment in
the Securities involves a high degree of risk. The Buyer (i) is able to bear the
economic risk of an investment in the Securities including a total loss, (ii)
has such knowledge and experience in financial and business matters that it is
capable of evaluating the merits and risks of the proposed investment in the
Securities and (iii) has had an opportunity to ask questions of and receive
answers from the officers of the Company concerning the financial condition and
business of the Company and others matters related to an investment in the
Securities. Neither such inquiries nor any other due diligence investigations

                                      -4-
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conducted by the Buyer or its representatives shall modify, amend or affect the
Buyer's right to rely on the Company's representations and warranties contained
in Section 3 below. The Buyer has sought such accounting, legal and tax advice
as it has considered necessary to make an informed investment decision with
respect to its acquisition of the Securities.

         (e) NO GOVERNMENTAL REVIEW. The Buyer understands that no United States
federal or state agency or any other government or governmental agency has
passed on or made any recommendation or endorsement of the Securities or the
fairness or suitability of the investment in the Securities nor have such
authorities passed upon or endorsed the merits of the offering of the
Securities.

         (f) TRANSFER OR RESALE. The Buyer understands that except as provided
in the Registration Rights Agreement (as defined in Section 4(a) hereof): (i)
the Securities have not been and are not being registered under the 1933 Act or
any state securities laws, and may not be offered for sale, sold, assigned or
transferred unless (A) subsequently registered thereunder or (B) an exemption
exists permitting such Securities to be sold, assigned or transferred without
such registration; (ii) any sale of the Securities made in reliance on Rule 144
may be made only in accordance with the terms of Rule 144 and further, if Rule
144 is not applicable, any resale of the Securities under circumstances in which
the seller (or the person through whom the sale is made) may be deemed to be an
underwriter (as that term is defined in the 1933 Act) may require compliance
with some other exemption under the 1933 Act or the rules and regulations of the
SEC thereunder; and (iii) neither the Company nor any other person is under any
obligation to register the Securities under the 1933 Act or any state securities
laws or to comply with the terms and conditions of any exemption thereunder.

         (g) VALIDITY; ENFORCEMENT. This Agreement has been duly and validly
authorized, executed and delivered on behalf of the Buyer and is a valid and
binding agreement of the Buyer enforceable against the Buyer in accordance with
its terms, subject as to enforceability to general principles of equity and to
applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and
other similar laws relating to, or affecting generally, the enforcement of
applicable creditors' rights and remedies.

         (h) RESIDENCY. The Buyer is a resident of the State of Illinois.

         (i) NO PRIOR SHORT SELLING. The Buyer represents and warrants to the
Company that at no time prior to the date of this Agreement has any of the
Buyer, its agents, representatives or affiliates engaged in or effected, in any
manner whatsoever, directly or indirectly, any (i) "short sale" (as such term is
defined in Rule 3b-3 of the 1934 Act) of the Common Stock or (ii) hedging
transaction, which establishes a net short position with respect to the Common
Stock.


         3.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

         The Company represents and warrants to the Buyer that as of the date
hereof and as of the Commencement Date:

         (a) ORGANIZATION AND QUALIFICATION. The Company and its "Subsidiaries"
(which for purposes of this Agreement means any entity in which the Company,
directly or indirectly, owns 50% or more of the voting stock or capital stock or
other similar equity interests) are corporations duly organized and validly
existing in good standing under the laws of the jurisdiction in which they are
incorporated, and have the requisite corporate power and authority to own their
properties and to carry on their business as now being conducted. Each of the
Company and its Subsidiaries is duly qualified as a foreign corporation to do
business and is in good standing in every jurisdiction in which its ownership of

                                      -5-
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property or the nature of the business conducted by it makes such qualification
necessary, except to the extent that the failure to be so qualified or be in
good standing could not reasonably be expected to have a Material Adverse
Effect. As used in this Agreement, "Material Adverse Effect" means any material
adverse effect on any of: (i) the business, properties, assets, operations,
results of operations or financial condition of the Company and its
Subsidiaries, if any, taken as a whole, or (ii) the authority or ability of the
Company to perform its obligations under the Transaction Documents (as defined
in Section 3(b) hereof). The Company has no Subsidiaries except as set forth on
Schedule 3(a).

         (b) AUTHORIZATION; ENFORCEMENT; VALIDITY. (i) The Company has the
requisite corporate power and authority to enter into and perform its
obligations under this Agreement, the Registration Rights Agreement and each of
the other agreements entered into by the parties on the Commencement Date and
attached hereto as exhibits to this Agreement (collectively, the "Transaction
Documents"), and to issue the Securities in accordance with the terms hereof and
thereof, (ii) the execution and delivery of the Transaction Documents by the
Company and the consummation by it of the transactions contemplated hereby and
thereby, including without limitation, the issuance of the Commitment Shares and
the reservation for issuance and the issuance of the Purchase Shares issuable
under this Agreement, have been duly authorized by the Company's Board of
Directors and no further consent or authorization is required by the Company,
its Board of Directors or its shareholders, (iii) this Agreement has been, and
each other Transaction Document shall be on the Commencement Date, duly executed
and delivered by the Company and (iv) this Agreement constitutes, and each other
Transaction Document upon its execution on behalf of the Company, shall
constitute, the valid and binding obligations of the Company enforceable against
the Company in accordance with their terms, except as such enforceability may be
limited by general principles of equity or applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally, the enforcement of creditors' rights and remedies. The
Board of Directors of the Company has approved the resolutions (the "Signing
Resolutions") substantially in the form as set forth as EXHIBIT C-1 attached
hereto to authorize this Agreement and the transactions contemplated hereby. The
Signing Resolutions are valid, in full forth and effect and have not been
modified or supplemented in any respect other than by the resolutions set forth
in EXHIBIT C-2 attached hereto regarding the registration statement referred to
in Section 4 hereof. The Company has delivered to the Buyer a true and correct
copy of a unanimous written consent adopting the Signing Resolutions executed by
all of the members of the Board of Directors of the Company. No other approvals
or consents of the Company's Board of Directors and/or shareholders is necessary
under applicable laws and the Company's Certificate of Incorporation and/or
Bylaws to authorize the execution and delivery of this Agreement or any of the
transactions contemplated hereby, including, but not limited to, the issuance of
the Commitment Shares and the issuance of the Purchase Shares.

         (c) CAPITALIZATION. As of the date hereof, the authorized capital stock
of the Company consists of 25,000,000 shares of Common Stock, of which as of the
date hereof, 10,666,472 shares are issued and outstanding, no shares are held as
treasury shares, 1,000,000 shares are reserved for issuance pursuant to the
Company's stock option plans of which only approximately 926,475 shares remain
available for future grants and 4,382,764 shares are issuable and reserved for
issuance pursuant to securities (other than stock options issued pursuant to the
Company's stock option plans) exercisable or exchangeable for, or convertible
into, shares of Common Stock. All of such outstanding shares have been, or upon
issuance will be, validly issued and are fully paid and nonassessable. Except as
disclosed in Schedule 3(c), (i) no shares of the Company's capital stock are
subject to preemptive rights or any other similar rights or any liens or
encumbrances suffered or permitted by the Company, (ii) there are no outstanding
debt securities, (iii) there are no outstanding options, warrants, scrip, rights
to subscribe to, calls or commitments of any character whatsoever relating to,
or securities or rights convertible into, any shares of capital stock of the
Company or any of its Subsidiaries, or contracts, commitments, understandings or

                                      -6-
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arrangements by which the Company or any of its Subsidiaries is or may become
bound to issue additional shares of capital stock of the Company or any of its
Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or
commitments of any character whatsoever relating to, or securities or rights
convertible into, any shares of capital stock of the Company or any of its
Subsidiaries, (iv) there are no agreements or arrangements under which the
Company or any of its Subsidiaries is obligated to register the sale of any of
their securities under the 1933 Act (except the Registration Rights Agreement),
(v) there are no outstanding securities or instruments of the Company or any of
its Subsidiaries which contain any redemption or similar provisions, and there
are no contracts, commitments, understandings or arrangements by which the
Company or any of its Subsidiaries is or may become bound to redeem a security
of the Company or any of its Subsidiaries, (vi) there are no securities or
instruments containing anti-dilution or similar provisions that will be
triggered by the issuance of the Securities as described in this Agreement and
(vii) the Company does not have any stock appreciation rights or "phantom stock"
plans or agreements or any similar plan or agreement. The Company has furnished
to the Buyer true and correct copies of the Company's Certificate of
Incorporation, as amended and as in effect on the date hereof (the "Certificate
of Incorporation"), and the Company's By-laws, as amended and as in effect on
the date hereof (the "By-laws"), and summaries of the terms of all securities
convertible into or exercisable for Common Stock, if any, and copies of any
documents containing the material rights of the holders thereof in respect
thereto.

         (d) ISSUANCE OF SECURITIES. The Commitment Shares, Initial Purchase
Shares and Warrants have been duly authorized and, upon issuance in accordance
with the terms hereof, the Commitment Shares and Initial Purchase Shares shall
be (i) validly issued, fully paid and non-assessable and (ii) free from all
taxes, liens and charges with respect to the issue thereof. 139,535 shares of
Common Stock (subject to equitable adjustment for any reorganization,
recapitalization, non-cash dividend, stock split or other similar transaction)
have been duly authorized and reserved for issuance as Additional Commitment
Shares in accordance with Section 4(f) this Agreement. 10,000,000 shares of
Common Stock have been duly authorized and reserved for issuance upon purchase
under this Agreement. 568,181 shares of Common Stock (subject to equitable
adjustment for any reorganization, recapitalization, non-cash dividend, stock
split or other similar transaction) have been duly authorized and reserved for
issuance as Warrant Shares. Upon issuance and payment therefor in accordance
with the terms and conditions of this Agreement, the Purchase Shares shall be
validly issued, fully paid and nonassessable and free from all taxes, liens and
charges with respect to the issue thereof, with the holders being entitled to
all rights accorded to a holder of Common Stock.

         (e) NO CONFLICTS. Except as disclosed in Schedule 3(e), the execution,
delivery and performance of the Transaction Documents by the Company and the
consummation by the Company of the transactions contemplated hereby and thereby
(including, without limitation, the reservation for issuance and issuance of the
Purchase Shares) will not (i) result in a violation of the Certificate of
Incorporation, any Certificate of Designations, Preferences and Rights of any
outstanding series of preferred stock of the Company or the By-laws or (ii)
conflict with, or constitute a default (or an event which with notice or lapse
of time or both would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, any agreement,
indenture or instrument to which the Company or any of its Subsidiaries is a
party, or result in a violation of any law, rule, regulation, order, judgment or
decree (including federal and state securities laws and regulations and the
rules and regulations of the Principal Market applicable to the Company or any
of its Subsidiaries) or by which any property or asset of the Company or any of
its Subsidiaries is bound or affected, except in the case of conflicts, defaults
and violations under clause (ii), which could not reasonably be expected to
result in a Material Adverse Effect. Except as disclosed in Schedule 3(e),
neither the Company nor its Subsidiaries is in violation of any term of or in
default under its Certificate of Incorporation, any Certificate of Designation,
Preferences and Rights of any outstanding series of preferred stock of the

                                      -7-
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Company or By-laws or their organizational charter or by-laws, respectively.
Except as disclosed in Schedule 3(e), neither the Company nor any of its
Subsidiaries is in violation of any term of or is in default under any material
contract, agreement, mortgage, indebtedness, indenture, instrument, judgment,
decree or order or any statute, rule or regulation applicable to the Company or
its Subsidiaries, except for possible conflicts, defaults, terminations or
amendments which could not reasonably be expected to have a Material Adverse
Effect. The business of the Company and its Subsidiaries is not being conducted,
and shall not be conducted, in violation of any law, ordinance, regulation of
any governmental entity, except for possible violations, the sanctions for which
either individually or in the aggregate could not reasonably be expected to have
a Material Adverse Effect. Except as specifically contemplated by this Agreement
and as required under the 1933 Act or applicable state securities laws, the
Company is not required to obtain any consent, authorization or order of, or
make any filing or registration with, any court or governmental agency or any
regulatory or self-regulatory agency in order for it to execute, deliver or
perform any of its obligations under or contemplated by the Transaction
Documents in accordance with the terms hereof or thereof. Except as disclosed in
Schedule 3(e), all consents, authorizations, orders, filings and registrations
which the Company is required to obtain pursuant to the preceding sentence shall
be obtained or effected on or prior to the Commencement Date. Except as listed
in Schedule 3(e), since July 31, 2002, the Company has not received nor
delivered any notices or correspondence from or to the Principal Market. The
Principal Market has not commenced any delisting proceedings against the
Company.

         (f) SEC DOCUMENTS; FINANCIAL STATEMENTS. Except as disclosed in
Schedule 3(f), since April 1, 2003, the Company has timely filed all reports,
schedules, forms, statements and other documents required to be filed by it with
the SEC pursuant to the reporting requirements of the Securities Exchange Act of
1934, as amended (the "1934 Act") (all of the foregoing filed prior to the date
hereof and all exhibits included therein and financial statements and schedules
thereto and documents incorporated by reference therein being hereinafter
referred to as the "SEC Documents"). As of their respective dates (except as
they have been correctly amended), the SEC Documents complied in all material
respects with the requirements of the 1934 Act and the rules and regulations of
the SEC promulgated thereunder applicable to the SEC Documents, and none of the
SEC Documents, at the time they were filed with the SEC (except as they may have
been properly amended), contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading. As of their respective dates (except as they
have been properly amended), the financial statements of the Company included in
the SEC Documents complied as to form in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC with
respect thereto. Such financial statements have been prepared in accordance with
generally accepted accounting principles, consistently applied, during the
periods involved (except (i) as may be otherwise indicated in such financial
statements or the notes thereto or (ii) in the case of unaudited interim
statements, to the extent they may exclude footnotes or may be condensed or
summary statements) and fairly present in all material respects the financial
position of the Company as of the dates thereof and the results of its
operations and cash flows for the periods then ended (subject, in the case of
unaudited statements, to normal year-end audit adjustments). Except as listed in
Schedule 3(f), the Company has received no notices or correspondence from the
SEC since July 31, 2003. The SEC has not commenced any enforcement proceedings
against the Company or any of its subsidiaries.

         (g) ABSENCE OF CERTAIN CHANGES. Except as disclosed in Schedule 3(g),
since July 1, 2003, there has been no material adverse change in the business,
properties, operations, financial condition or results of operations of the
Company or its Subsidiaries. The Company has not taken any steps, and does not
currently expect to take any steps, to seek protection pursuant to any
Bankruptcy Law nor does the Company or any of its Subsidiaries have any

                                      -8-
<PAGE>

knowledge or reason to believe that its creditors intend to initiate involuntary
bankruptcy or insolvency proceedings. The Company is financially solvent and is
generally able to pay its debts as they become due.

         (h) ABSENCE OF LITIGATION. There is no action, suit, proceeding,
inquiry or investigation before or by any court, public board, government
agency, self-regulatory organization or body pending or, to the knowledge of the
Company or any of its Subsidiaries, threatened against or affecting the Company,
the Common Stock or any of the Company's Subsidiaries or any of the Company's or
the Company's Subsidiaries' officers or directors in their capacities as such,
which could reasonably be expected to have a Material Adverse Effect. A
description of each action, suit, proceeding, inquiry or investigation before or
by any court, public board, government agency, self-regulatory organization or
body which, as of the date of this Agreement, is pending or threatened in
writing against or affecting the Company, the Common Stock or any of the
Company's Subsidiaries or any of the Company's or the Company's Subsidiaries'
officers or directors in their capacities as such, is set forth in Schedule
3(h).

         (i) ACKNOWLEDGMENT REGARDING BUYER'S STATUS. The Company acknowledges
and agrees that the Buyer is acting solely in the capacity of arm's length
purchaser with respect to the Transaction Documents and the transactions
contemplated hereby and thereby. The Company further acknowledges that the Buyer
is not acting as a financial advisor or fiduciary of the Company (or in any
similar capacity) with respect to the Transaction Documents and the transactions
contemplated hereby and thereby and any advice given by the Buyer or any of its
representatives or agents in connection with the Transaction Documents and the
transactions contemplated hereby and thereby is merely incidental to the Buyer's
purchase of the Securities. The Company further represents to the Buyer that the
Company's decision to enter into the Transaction Documents has been based solely
on the independent evaluation by the Company and its representatives and
advisors.

         (j) NO GENERAL SOLICITATION. Neither the Company, nor any of its
affiliates, nor any person acting on its or their behalf, has engaged in any
form of general solicitation or general advertising (within the meaning of
Regulation D under the 1933 Act) in connection with the offer or sale of the
Securities.

          (k) DILUTIVE EFFECT. The Company understands and acknowledges that the
number of Purchase Shares purchasable under this Agreement is not fixed and will
vary depending on the Purchase Price at which such shares are purchased. The
Company further acknowledges that its obligation to issue Purchase Shares under
this Agreement in accordance with the terms and conditions hereof is absolute
and unconditional regardless of the dilutive effect that such issuance may have
on the ownership interests of other shareholders of the Company.

         (l) INTELLECTUAL PROPERTY RIGHTS. The Company and its Subsidiaries own
or possess adequate rights or licenses to use all material trademarks, trade
names, service marks, service mark registrations, service names, patents, patent
rights, copyrights, inventions, licenses, approvals, governmental
authorizations, trade secrets and rights necessary to conduct their respective
businesses as now conducted. Except as set forth on Schedule 3(l), none of the
Company's material trademarks, trade names, service marks, service mark
registrations, service names, patents, patent rights, copyrights, inventions,
licenses, approvals, government authorizations, trade secrets or other
intellectual property rights have expired or terminated, or, by the terms and
conditions thereof, could expire or terminate within two years from the date of
this Agreement. The Company and its Subsidiaries do not have any knowledge of
any infringement by the Company or its Subsidiaries of any material trademark,
trade name rights, patents, patent rights, copyrights, inventions, licenses,
service names, service marks, service mark registrations, trade secret or other
similar rights of others, or of any such development of similar or identical

                                      -9-
<PAGE>

trade secrets or technical information by others and, except as set forth on
Schedule 3(l), there is no claim, action or proceeding being made or brought
against, or to the Company's knowledge, being threatened against, the Company or
its Subsidiaries regarding trademark, trade name, patents, patent rights,
invention, copyright, license, service names, service marks, service mark
registrations, trade secret or other infringement, which could reasonably be
expected to have a Material Adverse Effect.

         (m) ENVIRONMENTAL LAWS. The Company and its Subsidiaries (i) are in
compliance with any and all applicable foreign, federal, state and local laws
and regulations relating to the protection of human health and safety, the
environment or hazardous or toxic substances or wastes, pollutants or
contaminants ("Environmental Laws"), (ii) have received all permits, licenses or
other approvals required of them under applicable Environmental Laws to conduct
their respective businesses and (iii) are in compliance with all terms and
conditions of any such permit, license or approval, except where, in each of the
three foregoing clauses, the failure to so comply could not reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect.

         (n) TITLE. The Company and its Subsidiaries have good and marketable
title in fee simple to all real property and good and marketable title to all
personal property owned by them which is material to the business of the Company
and its Subsidiaries, in each case free and clear of all liens, encumbrances and
defects except such as are described in Schedule 3(n) or such as do not
materially affect the value of such property and do not interfere with the use
made and proposed to be made of such property by the Company and any of its
Subsidiaries. Any real property and facilities held under lease by the Company
and any of its Subsidiaries are held by them under valid, subsisting and
enforceable leases with such exceptions as are not material and do not interfere
with the use made and proposed to be made of such property and buildings by the
Company and its Subsidiaries.

         (o) INSURANCE. Except as described in Schedule 3(o), the Company and
each of its Subsidiaries are insured by insurers of recognized financial
responsibility against such losses and risks and in such amounts as management
of the Company believes to be prudent and customary and material in the
businesses in which the Company and its Subsidiaries are engaged. Neither the
Company nor any such Subsidiary has been refused any insurance coverage sought
or applied for and neither the Company nor any such Subsidiary has any reason to
believe that it will not be able to renew its existing insurance coverage as and
when such coverage expires or to obtain similar coverage from similar insurers
as may be necessary to continue its business at a cost that would not materially
and adversely affect the condition, financial or otherwise, or the earnings,
business or operations of the Company and its Subsidiaries, taken as a whole.

         (p) REGULATORY PERMITS. The Company and its Subsidiaries possess all
material certificates, authorizations and permits issued by the appropriate
federal, state or foreign regulatory authorities necessary to conduct their
respective businesses, and neither the Company nor any such Subsidiary has
received any notice of proceedings relating to the revocation or modification of
any such certificate, authorization or permit.

         (q) TAX STATUS. Except as described in Schedule 3(q), the Company and
each of its Subsidiaries has made or filed all federal and state income and all
other material tax returns, reports and declarations required by any
jurisdiction to which it is subject (unless and only to the extent that the
Company and each of its Subsidiaries has set aside on its books provisions
reasonably adequate for the payment of all unpaid and unreported taxes) and has
paid all taxes and other governmental assessments and charges that are material
in amount, shown or determined to be due on such returns, reports and
declarations, except those being contested in good faith and has set aside on
its books provision reasonably adequate for the payment of all taxes for periods
subsequent to the periods to which such returns, reports or declarations apply.

                                      -10-
<PAGE>

There are no unpaid taxes in any material amount claimed to be due by the taxing
authority of any jurisdiction, and the officers of the Company know of no basis
for any such claim.

         (r) TRANSACTIONS WITH AFFILIATES. Except as set forth on Schedule 3(r)
and other than the grant or exercise of stock options disclosed on Schedule
3(c), none of the officers, directors, or employees of the Company is presently
a party to any transaction with the Company or any of its Subsidiaries (other
than for services as employees, officers and directors), including any contract,
agreement or other arrangement providing for the furnishing of services to or
by, providing for rental of real or personal property to or from, or otherwise
requiring payments to or from any officer, director or such employee or, to the
knowledge of the Company, any corporation, partnership, trust or other entity in
which any officer, director, or any such employee has an interest or is an
officer, director, trustee or partner.

         (s) APPLICATION OF TAKEOVER PROTECTIONS. The Company and its board of
directors have taken or will take prior to the Commencement Date all necessary
action, if any, in order to render inapplicable any control share acquisition,
business combination, poison pill (including any distribution under a rights
agreement) or other similar anti-takeover provision under the Certificate of
Incorporation or the laws of the state of its incorporation which is or could
become applicable to the Buyer as a result of the transactions contemplated by
this Agreement, including, without limitation, the Company's issuance of the
Securities and the Buyer's ownership of the Securities.

         (t) FOREIGN CORRUPT PRACTICES. Neither the Company, nor any of its
Subsidiaries, nor any director, officer, agent, employee or other person acting
on behalf of the Company or any of its Subsidiaries has, in the course of its
actions for, or on behalf of, the Company, used any corporate funds for any
unlawful contribution, gift, entertainment or other unlawful expenses relating
to political activity; made any direct or indirect unlawful payment to any
foreign or domestic government official or employee from corporate funds;
violated or is in violation of any provision of the U.S. Foreign Corrupt
Practices Act of 1977, as amended; or made any unlawful bribe, rebate, payoff,
influence payment, kickback or other unlawful payment to any foreign or domestic
government official or employee.


         4.       COVENANTS.

         (a) FILING OF REGISTRATION STATEMENT. The Company shall within twenty
(20) Trading Days from the date hereof file a new registration statement
covering the sale of the Commitment Shares, Signing Shares, Warrant Shares and
at least 8,000,000 Purchase Shares in accordance with the terms of the
Registration Rights Agreement between the Company and the Buyer, dated as of the
date hereof ("Registration Rights Agreement."). The Buyer acknowledges that the
Company intends to include additional shares of Common Stock on the registration
statement in an amount not to exceed the number of shares set forth on Schedule
3(c)(4) and3(c)(5) hereto.

         (b) BLUE SKY. The Company shall take such action, if any, as is
reasonably necessary in order to obtain an exemption for or to qualify (i) the
initial sale of the Commitment Shares, Warrant Shares, Signing Shares and any
Purchase Shares to the Buyer under this Agreement and (ii) any subsequent resale
of the Commitment Shares and any Purchase Shares by the Buyer, in each case,
under applicable securities or "Blue Sky" laws of the states of the United
States in such states as is reasonably requested by the Buyer from time to time,
and shall provide evidence of any such action so taken to the Buyer.

                                      -11-
<PAGE>

         (c) NO VARIABLE PRICED FINANCING. Other than pursuant to this
Agreement, the Company agrees that beginning on the date of this Agreement and
ending on the date of termination of this Agreement (as provided in Section
11(k) hereof), neither the Company nor any of its Subsidiaries shall, without
the prior written consent of the Buyer, contract for any equity financing
(including any debt financing with an equity component) or issue any equity
securities of the Company or any Subsidiary or securities convertible or
exchangeable into or for equity securities of the Company or any Subsidiary
(including debt securities with an equity component) which, in any case (i) are
convertible into or exchangeable for an indeterminate number of shares of common
stock, (ii) are convertible into or exchangeable for Common Stock at a price
which varies with the market price of the Common Stock, (iii) directly or
indirectly provide for any "re-set" or adjustment of the purchase price,
conversion rate or exercise price after the issuance of the security, or (iv)
contain any "make-whole" provision based upon, directly or indirectly, the
market price of the Common Stock after the issuance of the security, in each
case, other than reasonable and customary anti-dilution adjustments for issuance
of shares of Common Stock at a price which is below the market price of the
Common Stock. From the date hereof until after the registration statement
referred to in Section 4(a) hereof is declared effective by the staff of the SEC
(the "RESTRICTED PERIOD"), the Company shall not issue shares of Common Stock or
any securities convertible into shares of Common Stock ("Common Stock
Equivalents") at a price lower than the Initial Purchase Price (such price, the
"Reset Price"). Notwithstanding anything to the contrary herein, this Section
4(c) shall not apply to the following: (a) the granting of Common Stock or
Common Stock equivalents to employees, officers, directors or key consultants of
the Company pursuant to any stock plan, or (b) the exercise of any security
issued by the Company in connection with the offer and sale of this Company's
securities pursuant to this Agreement, or (c) the exercise of or conversion of
any convertible securities, options or warrants issued and outstanding on the
date hereof, provided such securities have not been amended since the date
hereof, or (d) acquisitions, strategic investments or call and/or put options
issued in connection with the sale of securities of a Subsidiary, the primary
purpose of which is not to raise capital of the Company, or (f) any issuance of
the Company's securities to any lender of the Company or its Subsidiaries in
connection with a settlement of, or waiver of a default under, debt (provided
such debt is not, and never has been, a Common Stock Equivalent) or (g) issuance
of the Company's securities to non-affiliates for non-cash transactions or
similar issuances. During the Restrictive Period, if the Company issues shares
of Common Stock or Common Stock Equivalents at a price lower than the Per Share
Purchase Price, the Company shall issue to Buyer the number of additional
Initial Purchase Shares (the "Additional Initial Purchase Shares") necessary to
bring the effective price per share equal to the Reset Price. The Reset Price
shall be the price per share for the Additional Initial Purchase Shares. The
number of Additional Initial Purchase Shares to be issued shall be calculated by
the following formula:

         ADDITIONAL INITIAL PURCHASE SHARES = (INITIAL PURCHASE SHARES * INITIAL
         PURCHASE PRICE/RESET PRICE) - INITIAL PURCHASE SHARES
         Shares as used in this formula does not include the Warrant Shares

         (d) LISTING. The Company shall promptly secure the listing of all of
the Purchase Shares, Warrant Shares, Signing Shares and Commitment Shares upon
each national securities exchange and automated quotation system, if any, upon
which shares of Common Stock are then listed (subject to official notice of
issuance) and shall maintain, so long as any other shares of Common Stock shall
be so listed, such listing of all such securities from time to time issuable
under the terms of the Transaction Documents. The Company shall maintain the
Common Stock's authorization for quotation on the Principal Market. Neither the
Company nor any of its Subsidiaries shall take any action that would be
reasonably expected to result in the delisting or suspension of the Common Stock
on the Principal Market. The Company shall promptly, and in no event later than
the following Trading Day, provide to the Buyer copies of any notices it
receives from the Principal Market regarding the continued eligibility of the

                                      -12-
<PAGE>

Common Stock for listing on such automated quotation system or securities
exchange. The Company shall pay all fees and expenses in connection with
satisfying its obligations under this Section.

         (e) LIMITATION ON SHORT SALES AND HEDGING TRANSACTIONS. The Buyer
agrees that beginning on the date of this Agreement and ending on the date of
termination of this Agreement as provided in Section 11(k), the Buyer and its
agents, representatives and affiliates shall not in any manner whatsoever enter
into or effect, directly or indirectly, any (i) "short sale" (as such term is
defined in Rule 3b-3 of the 1934 Act) of the Common Stock or (ii) hedging
transaction, which establishes a net short position with respect to the Common
Stock.

         (f) ISSUANCE OF INITIAL PURCHASE SHARES, WARRANTS AND COMMITMENT
SHARES; LIMITATION ON SALES OF COMMITMENT SHARES. Immediately upon the execution
of this Agreement, the Company shall issue to the Buyer the Initial Purchase
Shares and the Warrants. Immediately upon the execution of this Agreement, the
Company shall issue to the Buyer 418,604 shares of Common Stock (the "Initial
Commitment Shares"). In connection with each purchase of Purchase Shares
hereunder, the Company agrees to issue to the Buyer a number of shares of Common
Stock (the "Additional Commitment Shares" and together with the Initial
Commitment Shares, the "Commitment Shares") equal to the product of (x) 139,535
and (y) the Purchase Amount Fraction. The "Purchase Amount Fraction" shall mean
a fraction, the numerator of which is the Purchase Amount purchased by the Buyer
with respect to such purchase of Purchase Shares and the denominator of which is
Six Million Dollars ($6,000,000). The Additional Commitment Shares shall be
equitably adjusted for any reorganization, recapitalization, non-cash dividend,
stock split or other similar transaction. The Initial Commitment Shares and
Initial Purchase Shares shall be issued in certificated form and (subject to
Section 5 hereof) shall bear the following restrictive legend:

         "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
         REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
         STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT
         AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE
         ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
         THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
         LAWS, OR AN OPINION OF BUYER'S COUNSEL, IN A CUSTOMARY FORM, THAT
         REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE
         SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT."

           The Buyer agrees that the Buyer shall not transfer or sell the
Commitment Shares until the earlier of 600 Trading Days (30 Monthly Periods)
from the date hereof or the date on which this Agreement has been terminated,
provided, however, that such restrictions shall not apply: (i) in connection
with any transfers to or among affiliates (as defined in the 1934 Act), (ii) in
connection with any pledge in connection with a bona fide loan or margin
account, (iii) in the event that the Commencement does not occur on or before
September 30, 2004, due to the failure of the Company to satisfy the conditions
set forth in Section 7 or (iv) if an Event of Default has occurred, or any event
which, after notice and/or lapse of time, would become an Event of Default,
including any failure by the Company to timely issue Purchase Shares under this
Agreement. Notwithstanding the forgoing, the Buyer may transfer Commitment
Shares to a third party in order to settle a sale made by the Buyer where the
Buyer reasonably expects the Company to deliver Purchase Shares to the Buyer
under this Agreement so long as the Buyer maintains ownership of the same
overall number of shares of Common Stock by "replacing" the Commitment Shares so

                                      -13-
<PAGE>

transferred with Purchase Shares when the Purchase Shares are actually issued by
the Company to the Buyer.

         (g) DUE DILIGENCE. The Buyer shall have the right, from time to time as
the Buyer may reasonably deem appropriate, to perform reasonable due diligence
on the Company during normal business hours. The Company and its officers and
employees shall provide information and reasonably cooperate with the Buyer in
connection with any reasonable request by the Buyer related to the Buyer's due
diligence of the Company, including, but not limited to, any such request made
by the Buyer in connection with (i) the filing of the registration statement
described in Section 4(a) hereof and (ii) the Commencement. Each party hereto
agrees not to disclose any Confidential Information of the other party to any
third party and shall not use the Confidential Information for any purpose other
than in connection with, or in furtherance of, the transactions contemplated
hereby. Each party hereto acknowledges that the Confidential Information shall
remain the property of the disclosing party and agrees that it shall take all
reasonable measures to protect the secrecy of any Confidential Information
disclosed by the other party.


         5.       TRANSFER AGENT INSTRUCTIONS.

         Immediately upon the execution of this Agreement, the Company shall
deliver to the Transfer Agent a letter in the form as set forth as EXHIBIT E
attached hereto with respect to the issuance of the Initial Commitment Shares,
Initial Purchase Shares and Singing Shares. On the Commencement Date, the
Company shall cause any restrictive legend on the Initial Commitment Shares and
the shares of Common Stock issuable to the Buyer upon signing that certain Term
Sheet between the Buyer and the Company and dated as of May 14, 2004 (the
"Signing Shares") and Initial Purchase Shares to be removed and all of the
Purchase Shares and Additional Commitment Shares, to be issued under this
Agreement shall be issued without any restrictive legend. The Company shall
issue irrevocable instructions to the Transfer Agent, and any subsequent
transfer agent, to issue Purchase Shares in the name of the Buyer for the
Purchase Shares (the "Irrevocable Transfer Agent Instructions"). The Company
warrants to the Buyer that no instruction other than the Irrevocable Transfer
Agent Instructions referred to in this Section 5, will be given by the Company
to the Transfer Agent with respect to the Purchase Shares and that the
Commitment Shares Signing Shares and Warrant Shares and the Purchase Shares
shall otherwise be freely transferable on the books and records of the Company
as and to the extent provided in this Agreement and the Registration Rights
Agreement subject to the provisions of Section 4(f) in the case of the
Commitment Shares.


         6.       CONDITIONS TO THE COMPANY'S OBLIGATION TO COMMENCE SALES OF
                  SHARES OF COMMON STOCK.

         The obligation of the Company hereunder to commence sales of the
Purchase Shares is subject to the satisfaction of each of the following
conditions on or before the Commencement Date (the date that sales begin) and
once such conditions have been initially satisfied, there shall not be any
ongoing obligation to satisfy such conditions after the Commencement has
occurred; provided that these conditions are for the Company's sole benefit and
may be waived by the Company at any time in its sole discretion by providing the
Buyer with prior written notice thereof:

         (a) The Buyer shall have executed each of the Transaction Documents and
delivered the same to the Company.

                                      -14-
<PAGE>

         (b) Subject to the Company's compliance with Section 4(a), a
registration statement covering the sale of all of the Commitment Shares,
Signing Shares, Warrant Shares and at least 8,000,000 Purchase Shares shall have
been declared effective under the 1933 Act by the SEC and no stop order with
respect to the Registration Statement shall be pending or threatened by the SEC.

         (c) The representations and warranties of the Buyer shall be true and
correct in all material respects as of the date when made and as of the
Commencement Date as though made at that time (except for representations and
warranties that speak as of a specific date), and the Buyer shall have
performed, satisfied and complied in all material respects with the covenants,
agreements and conditions required by this Agreement to be performed, satisfied
or complied with by the Buyer at or prior to the Commencement Date.


         7.       CONDITIONS TO THE BUYER'S OBLIGATION TO COMMENCE PURCHASES OF
                  SHARES OF COMMON STOCK.

         The obligation of the Buyer to commence purchases of Purchase Shares
under this Agreement is subject to the satisfaction of each of the following
conditions on or before the Commencement Date (the date that sales begin) and
once such conditions have been initially satisfied, there shall not be any
ongoing obligation to satisfy such conditions after the Commencement has
occurred; provided that these conditions are for the Buyer's sole benefit and
may be waived by the Buyer at any time in its sole discretion by providing the
Company with prior written notice thereof:

         (a) The Company shall have executed each of the Transaction Documents
and delivered the same to the Buyer.

         (b) The Company shall have issued to the Buyer the Initial Commitment
Shares, Initial Purchase Shares, Warrants and shall have removed the restrictive
transfer legend from the certificate representing the Initial Commitment Shares,
Initial Purchase Shares and Signing Shares.

         (c) The Common Stock shall be authorized for quotation on the Principal
Market, trading in the Common Stock shall not have been within the last 365 days
suspended by the SEC or the Principal Market and the Purchase Shares and the
Commitment Shares shall be approved for listing upon the Principal Market.

         (d) The Buyer shall have received the opinions of the Company's legal
counsel dated as of the Commencement Date substantially in the form of EXHIBIT A
attached hereto.

         (e) The representations and warranties of the Company shall be true and
correct in all material respects (except to the extent that any of such
representations and warranties is already qualified as to materiality in Section
3 above, in which case, such representations and warranties shall be true and
correct without further qualification) as of the date when made and as of the
Commencement Date as though made at that time (except for representations and
warranties that speak as of a specific date) and the Company shall have
performed, satisfied and complied with the covenants, agreements and conditions
required by the Transaction Documents to be performed, satisfied or complied
with by the Company at or prior to the Commencement Date. The Buyer shall have
received a certificate, executed by the CEO, President or CFO of the Company,
dated as of the Commencement Date, to the foregoing effect in the form attached
hereto as EXHIBIT B.

                                      -15-
<PAGE>

         (f) The Board of Directors of the Company shall have adopted
resolutions in the form attached hereto as EXHIBIT C which shall be in full
force and effect without any amendment or supplement thereto as of the
Commencement Date.

         (g) As of the Commencement Date, the Company shall have reserved out of
its authorized and unissued Common Stock, (A) solely for the purpose of
effecting purchases of Purchase Shares hereunder, at least 8,000,000 shares of
Common Stock, (B) as Additional Commitment Shares in accordance with Section
4(f) hereof, 139,535 shares of Common Stock and (C) 568,181 as Warrant Shares.

         (h) The Irrevocable Transfer Agent Instructions, in form acceptable to
the Buyer shall have been delivered to and acknowledged in writing by the
Company and the Company's Transfer Agent.

         (i) The Company shall have delivered to the Buyer a certificate
evidencing the incorporation and good standing of the Company in the State of
Nevada issued by the Secretary of State of the State of Nevada as of a date
within ten (10) Trading Days of the Commencement Date.

         (j) The Company shall have delivered to the Buyer a certified copy of
the Certificate of Incorporation as certified by the Secretary of State of the
State of Nevada within ten (10) Trading Days of the Commencement Date.

         (k) The Company shall have delivered to the Buyer a secretary's
certificate executed by the Secretary of the Company, dated as of the
Commencement Date, in the form attached hereto as EXHIBIT D.

         (l) A registration statement covering the sale of all of the Commitment
Shares, Warrant Shares Signing Shares and at least 8,000,000 Purchase Shares
shall have been declared effective under the 1933 Act by the SEC and no stop
order with respect to the registration statement shall be pending or threatened
by the SEC. The Company shall have prepared and delivered to the Buyer a final
form of prospectus to be used by the Buyer in connection with any sales of any
Commitment Shares, Warrant Shares, Signing Shares or any Purchase Shares. The
Company shall have made all filings under all applicable federal and state
securities laws necessary to consummate the issuance of the Commitment Shares,
Warrant Shares, Signing Shares and the Purchase Shares pursuant to this
Agreement in compliance with such laws.

         (m) No Event of Default has occurred, or any event which, after notice
and/or lapse of time, would become an Event of Default has occurred.

         (n) On or prior to the Commencement Date, the Company shall take all
necessary action, if any, and such actions as reasonably requested by the Buyer,
in order to render inapplicable any control share acquisition, business
combination, shareholder rights plan or poison pill (including any distribution
under a rights agreement) or other similar anti-takeover provision under the
Certificate of Incorporation or the laws of the state of its incorporation which
is or could become applicable to the Buyer as a result of the transactions
contemplated by this Agreement, including, without limitation, the Company's
issuance of the Securities and the Buyer's ownership of the Securities.

         (o) The Company shall have provided the Buyer with the information
requested by the Buyer in connection with its due diligence requests made prior
to, or in connection with, the Commencement, in accordance with the terms of
Section 4(g) hereof.

                                      -16-
<PAGE>

         8.       INDEMNIFICATION.

         In consideration of the Buyer's execution and delivery of the
Transaction Documents and acquiring the Securities hereunder and in addition to
all of the Company's other obligations under the Transaction Documents, the
Company shall defend, protect, indemnify and hold harmless the Buyer and all of
its affiliates, shareholders, officers, directors, employees and direct or
indirect investors and any of the foregoing person's agents or other
representatives (including, without limitation, those retained in connection
with the transactions contemplated by this Agreement) (collectively, the
"Indemnitees") from and against any and all actions, causes of action, suits,
claims, losses, costs, penalties, fees, liabilities and damages, and expenses in
connection therewith (irrespective of whether any such Indemnitee is a party to
the action for which indemnification hereunder is sought), and including
reasonable attorneys' fees and disbursements (the "Indemnified Liabilities"),
incurred by any Indemnitee as a result of, or arising out of, or relating to (a)
any misrepresentation or breach of any representation or warranty made by the
Company in the Transaction Documents or any other certificate, instrument or
document contemplated hereby or thereby, (b) any breach of any covenant,
agreement or obligation of the Company contained in the Transaction Documents or
any other certificate, instrument or document contemplated hereby or thereby, or
(c) any cause of action, suit or claim brought or made against such Indemnitee
and arising out of or resulting from the execution, delivery, performance or
enforcement of the Transaction Documents or any other certificate, instrument or
document contemplated hereby or thereby, other than with respect to Indemnified
Liabilities which directly and primarily result from the gross negligence or
willful misconduct of the Indemnitee. To the extent that the foregoing
undertaking by the Company may be unenforceable for any reason, the Company
shall make the maximum contribution to the payment and satisfaction of each of
the Indemnified Liabilities which is permissible under applicable law.


         9.       EVENTS OF DEFAULT.

         An "Event of Default" shall be deemed to have occurred at any time as
any of the following events occurs:

         (a) while any registration statement is required to be maintained
effective pursuant to the terms of the Registration Rights Agreement, the
effectiveness of such registration statement lapses for any reason (including,
without limitation, the issuance of a stop order) or is unavailable to the Buyer
for sale of all of the Registrable Securities (as defined in the Registration
Rights Agreement) in accordance with the terms of the Registration Rights
Agreement, and such lapse or unavailability continues for a period of ten (10)
consecutive Trading Days or for more than an aggregate of thirty (30) Trading
Days in any 365-day period;

         (b) the suspension from trading or failure of the Common Stock to be
listed on the Principal Market for a period of three (3) consecutive Trading
Days;

         (c) the delisting of the Company's Common Stock from the Principal
Market, provided, however, that the Common Stock is not immediately thereafter
trading on the New York Stock Exchange, the Nasdaq National Market, the Nasdaq
SmallCap Market, or the American Stock Exchange;

         (d) the failure for any reason by the Transfer Agent to issue Purchase
Shares to the Buyer within five (5) Trading Days after the applicable Purchase
Date which the Buyer is entitled to receive;

                                      -17-
<PAGE>

         (e) the Company breaches any representation, warranty, covenant or
other term or condition under any Transaction Document if such breach could have
a Material Adverse Effect and except, in the case of a breach of a covenant
which is reasonably curable, only if such breach continues for a period of at
least ten (10) Trading Days;

         (f) any payment default under any contract whatsoever or any
acceleration prior to maturity of any mortgage, indenture, contract or
instrument under which there may be issued or by which there may be secured or
evidenced any indebtedness for money borrowed by the Company or for money
borrowed the repayment of which is guaranteed by the Company, whether such
indebtedness or guarantee now exists or shall be created hereafter, which, with
respect to any such payment default or acceleration prior to maturity, is in
excess of $1,000,000;

         (g) if any Person commences a proceeding against the Company pursuant
to or within the meaning of any Bankruptcy Law;

         (h) if the Company pursuant to or within the meaning of any Bankruptcy
Law; (A) commences a voluntary case, (B) consents to the entry of an order for
relief against it in an involuntary case, (C) consents to the appointment of a
Custodian of it or for all or substantially all of its property, (D) makes a
general assignment for the benefit of its creditors, (E) becomes insolvent, or
(F) is generally unable to pay its debts as the same become due; or

         (i) a court of competent jurisdiction enters an order or decree under
any Bankruptcy Law that (A) is for relief against the Company in an involuntary
case, (B) appoints a Custodian of the Company or for all or substantially all of
its property, or (C) orders the liquidation of the Company or any Subsidiary.

In addition to any other rights and remedies under applicable law and this
Agreement, including the Buyer termination rights under Section 11(k) hereof, so
long as an Event of Default has occurred and is continuing, or if any event
which, after notice and/or lapse of time, would become an Event of Default, has
occurred and is continuing, or so long as the Purchase Price is below the
Purchase Price Floor, the Buyer shall not be obligated to purchase any shares of
Common Stock under this Agreement. If pursuant to or within the meaning of any
Bankruptcy Law, the Company commences a voluntary case or any Person commences a
proceeding against the Company, a Custodian is appointed for the Company or for
all or substantially all of its property, or the Company makes a general
assignment for the benefit of its creditors, (any of which would be an Event of
Default as described in Sections 9(g), 9(h) and 9(i) hereof) this Agreement
shall automatically terminate without any liability or payment to the Company
without further action or notice by any Person. No such termination of this
Agreement under Section 11(k)(i) shall affect the Company's or the Buyer's
obligations under this Agreement with respect to pending purchases and the
Company and the Buyer shall complete their respective obligations with respect
to any pending purchases under this Agreement.


         10.      CERTAIN DEFINED TERMS.

         For purposes of this Agreement, the following terms shall have the
following meanings:

         (a) "1933 Act" means the Securities Act of 1933, as amended.

                                      -18-
<PAGE>

         (b) "Available Amount" means initially Six Million Two Hundred Fifty
Thousand Dollars ($6,250,000) in the aggregate which amount shall be reduced by
the Purchase Amount each time the Buyer purchases shares of Common Stock
pursuant to Section 1 hereof.

         (c) "Bankruptcy Law" means Title 11, U.S. Code, or any similar federal
or state law for the relief of debtors.

         (d) "Closing Sale Price" means, for any security as of any date, the
last closing trade price for such security on the Principal Market as reported
by Bloomberg, or, if the Principal Market is not the principal securities
exchange or trading market for such security, the last closing trade price of
such security on the principal securities exchange or trading market where such
security is listed or traded as reported by Bloomberg.

         (e) "Confidential Information" means any information disclosed by
either party to the other party, either directly or indirectly, in writing,
orally or by inspection of tangible objects (including, without limitation,
documents, prototypes, samples, plant and equipment), which is designated as
"Confidential," "Proprietary" or some similar designation. Information
communicated orally shall be considered Confidential Information if such
information is confirmed in writing as being Confidential Information within ten
(10) business days after the initial disclosure. Confidential Information may
also include information disclosed to a disclosing party by third parties.
Confidential Information shall not, however, include any information which (i)
was publicly known and made generally available in the public domain prior to
the time of disclosure by the disclosing party; (ii) becomes publicly known and
made generally available after disclosure by the disclosing party to the
receiving party through no action or inaction of the receiving party; (iii) is
already in the possession of the receiving party at the time of disclosure by
the disclosing party as shown by the receiving party's files and records
immediately prior to the time of disclosure; (iv) is obtained by the receiving
party from a third party without a breach of such third party's obligations of
confidentiality; (v) is independently developed by the receiving party without
use of or reference to the disclosing party's Confidential Information, as shown
by documents and other competent evidence in the receiving party's possession;
or (vi) is required by law to be disclosed by the receiving party, provided that
the receiving party gives the disclosing party prompt written notice of such
requirement prior to such disclosure and assistance in obtaining an order
protecting the information from public disclosure.

         (f) "Custodian" means any receiver, trustee, assignee, liquidator or
similar official under any Bankruptcy Law.

         (g) "Floor Price" means initially $0.75, which amount may be increased
or decreased from time to time as provided below, except that in no case shall
the Floor Price be less than $0.25. The Company may at any time give written
notice (a "Floor Price Change Notice") to the Buyer increasing or decreasing the
Floor Price. The Floor Price Change Notice shall be effective only for purchases
that have a Purchase Date later than one (1) Trading Day after receipt of the
Floor Price Change Notice by the Buyer. Any purchase by the Buyer that has a
Purchase Date on or prior to the first Trading Day after receipt of a Floor
Price Change Notice from the Company must be honored by the Company as otherwise
provided herein. The Floor Price shall be appropriately adjusted for any
reorganization, recapitalization, non-cash dividend, stock split or other
similar transaction.

         (h) "Maturity Date" means the date that is 600 Trading Days (30 Monthly
Periods) from the Commencement Date.

                                      -19-
<PAGE>

         (i) "Monthly Period" means each successive 20 Trading Day period
commencing with the Commencement Date.

         (j) "Person" means an individual or entity including any limited
liability company, a partnership, a joint venture, a corporation, a trust, an
unincorporated organization and a government or any department or agency
thereof.

         (k) "Principal Market" means the Nasdaq OTC Bulletin Board; provided
however, that in the event the Company's Common Stock is ever listed or traded
on the Nasdaq National Market, the Nasdaq SmallCap Market, the New York Stock
Exchange or the American Stock Exchange, than the "Principal Market" shall mean
such other market or exchange on which the Company's Common Stock is then listed
or traded.

         (l) "Purchase Amount" means the portion of the Available Amount to be
purchased by the Buyer pursuant to Section 1 hereof.

         (m) "Purchase Date" means the actual date that the Buyer is to buy
Purchase Shares pursuant to Section 1 hereof.

         (n) "Purchase Price" means, as of any date of determination the lower
of the (A) the lowest Sale Price of the Common Stock on such date of
determination and (B) the arithmetic average of the three (3) lowest Closing
Sale Prices for the Common Stock during the twelve (12) consecutive Trading Days
ending on the Trading Day immediately preceding such date of determination (to
be appropriately adjusted for any reorganization, recapitalization, non-cash
dividend, stock split or other similar transaction).

         (o) "Sale Price" means, for any security as of any date, any trade
price for such security on the Principal Market as reported by Bloomberg, or, if
the Principal Market is not the principal securities exchange or trading market
for such security, the trade price of such security on the principal securities
exchange or trading market where such security is listed or traded as reported
by Bloomberg.

         (p) "SEC" means the United States Securities and Exchange Commission.

         (q) "Transfer Agent" means the transfer agent of the Company as set
forth in Section 11(f) hereof or such other person who is then serving as the
transfer agent for the Company in respect of the Common Stock.

         (r) "Trading Day" means any day on which the Principal Market is open
for customary trading.


         11.      MISCELLANEOUS.

         (a) GOVERNING LAW; JURISDICTION; JURY TRIAL. The corporate laws of the
State of Nevada shall govern all issues concerning the relative rights of the
Company and its shareholders. All other questions concerning the construction,
validity, enforcement and interpretation of this Agreement and the other
Transaction Documents shall be governed by the internal laws of the State of
Illinois, without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of Illinois or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the
State of Illinois. Each party hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in the City of Chicago, for

                                      -20-
<PAGE>

the adjudication of any dispute hereunder or under the other Transaction
Documents or in connection herewith or therewith, 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 brought in an inconvenient forum or that the venue of 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 for such 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 HEREBY IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION
OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS
AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

         (b) COUNTERPARTS. This Agreement may be executed in two or more
identical counterparts, all of which shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each
party and delivered to the other party; provided that a facsimile signature
shall be considered due execution and shall be binding upon the signatory
thereto with the same force and effect as if the signature were an original, not
a facsimile signature.

         (c) HEADINGS. The headings of this Agreement are for convenience of
reference and shall not form part of, or affect the interpretation of, this
Agreement.

         (d) SEVERABILITY. If any provision of this Agreement shall be invalid
or unenforceable in any jurisdiction, such invalidity or unenforceability shall
not affect the validity or enforceability of the remainder of this Agreement in
that jurisdiction or the validity or enforceability of any provision of this
Agreement in any other jurisdiction.

         (e) ENTIRE AGREEMENT; AMENDMENTS. With the exception of the Mutual
Nondisclosure Agreement between the parties dated as of December 7, 2001, this
Agreement supersedes all other prior oral or written agreements between the
Buyer, the Company, their affiliates and persons acting on their behalf with
respect to the matters discussed herein, and this Agreement, the other
Transaction Documents and the instruments referenced herein contain the entire
understanding of the parties with respect to the matters covered herein and
therein and, except as specifically set forth herein or therein, neither the
Company nor the Buyer makes any representation, warranty, covenant or
undertaking with respect to such matters. No provision of this Agreement may be
amended other than by an instrument in writing signed by the Company and the
Buyer, and no provision hereof may be waived other than by an instrument in
writing signed by the party against whom enforcement is sought.

         (f) NOTICES. Any notices, consents, waivers or other communications
required or permitted to be given under the terms of this Agreement must be in
writing and will be deemed to have been delivered: (i) upon receipt, when
delivered personally; (ii) upon receipt, when sent by facsimile (provided
confirmation of transmission is mechanically or electronically generated and
kept on file by the sending party); or (iii) one Trading Day after deposit with
a nationally recognized overnight delivery service, in each case properly
addressed to the party to receive the same. The addresses and facsimile numbers
for such communications shall be:

                                      -21-
<PAGE>

         If to the Company:
                  Aethlon Medical, Inc.
                  7825 Fay Avenue, Suite 200
                  La Jolla, CA 92037
                  Telephone:        858-456-5777
                  Facsimile:        858-456-4690
                  Attention:        James Joyce

         With a copy to:
                  Richardson & Patel, LLP
                  10900 Wilshire Blvd., Suite 500
                  Los Angeles, CA 90404
                  Telephone:        (310) 208-1182
                  Facsimile:        (310) 208-1154
                  Attention:        Nimish Patel, Esq

         If to the Buyer:
                  Fusion Capital Fund II, LLC
                  222 Merchandise Mart Plaza, Suite 9-112
                  Chicago, IL 60654
                  Telephone:        312-644-6644
                  Facsimile:        312-644-6244
                  Attention:        Steven G. Martin

         If to the Transfer Agent:
                  Computershare Trust Company
                  350 Indiana Street, #800
                  Golden, CO 80401
                  Telephone:        (303) 262-0600
                  Facsimile:        (303) 262-0700
                  Attention:

or at such other address and/or facsimile number and/or to the attention of such
other person as the recipient party has specified by written notice given to
each other party three (3) Trading Days prior to the effectiveness of such
change. Written confirmation of receipt (A) given by the recipient of such
notice, consent, waiver or other communication, (B) mechanically or
electronically generated by the sender's facsimile machine containing the time,
date, and recipient facsimile number or (C) provided by a nationally recognized
overnight delivery service, shall be rebuttable evidence of personal service,
receipt by facsimile or receipt from a nationally recognized overnight delivery
service in accordance with clause (i), (ii) or (iii) above, respectively.

         (g) SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the parties and their respective successors and assigns.
The Company shall not assign this Agreement or any rights or obligations
hereunder without the prior written consent of the Buyer, including by merger or
consolidation. The Buyer may not assign its rights or obligations under this
Agreement.

         (h) NO THIRD PARTY BENEFICIARIES. This Agreement is intended for the
benefit of the parties hereto and their respective permitted successors and
assigns, and is not for the benefit of, nor may any provision hereof be enforced
by, any other person.

                                      -22-
<PAGE>

         (i) PUBLICITY. The Buyer shall have the right to approve before
issuance any press releases or any other public disclosure (including any
filings with the SEC) with respect to the transactions contemplated hereby;
provided, however, that the Company shall be entitled, without the prior
approval of the Buyer, to make any press release or other public disclosure
(including any filings with the SEC) with respect to such transactions as is
required by applicable law and regulations (although the Buyer shall be
consulted by the Company in connection with any such press release or other
public disclosure prior to its release and shall be provided with a copy
thereof).

         (j) FURTHER ASSURANCES. Each party shall do and perform, or cause to be
done and performed, all such further acts and things, and shall execute and
deliver all such other agreements, certificates, instruments and documents, as
the other party may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.

         (k) TERMINATION. This Agreement may be terminated only as follows:

                  (i) By the Buyer any time an Event of Default exists without
         any liability or payment to the Company. However, if pursuant to or
         within the meaning of any Bankruptcy Law, the Company commences a
         voluntary case or any Person commences a proceeding against the
         Company, a Custodian is appointed for the Company or for all or
         substantially all of its property, or the Company makes a general
         assignment for the benefit of its creditors, (any of which would be an
         Event of Default as described in Sections 9(g), 9(h) and 9(i) hereof)
         this Agreement shall automatically terminate without any liability or
         payment to the Company without further action or notice by any Person.
         No such termination of this Agreement under this Section 11(k)(i) shall
         affect the Company's or the Buyer's obligations under this Agreement
         with respect to pending purchases and the Company and the Buyer shall
         complete their respective obligations with respect to any pending
         purchases under this Agreement.

                  (ii) Intentionally Omitted.

                  (iii) In the event that the Commencement shall not have
         occurred on or before September 30, 2004, due to the failure to satisfy
         the conditions set forth in Sections 6 and 7 above with respect to the
         Commencement (and the nonbreaching party's failure to waive such
         unsatisfied condition(s)), the nonbreaching party shall have the option
         to terminate this Agreement at the close of business on such date or
         thereafter without liability of any party to any other party.

                  (iv) If by the Maturity Date (including any extension thereof
         by the Company pursuant to Section 10(g) hereof), for any reason or for
         no reason the full Available Amount under this Agreement has not been
         purchased as provided for in Section 1 of this Agreement, by the Buyer
         without any liability or payment to the Company.

                  (v) At any time after the Commencement Date, the Company shall
         have the option to terminate this Agreement for any reason or for no
         reason by delivering notice (a "Company Termination Notice") to the
         Buyer electing to terminate this Agreement without any liability or
         payment to the Buyer. The Company Termination Notice shall not be
         effective until one (1) Trading Day after it has been received by the
         Buyer.

                                      -23-
<PAGE>

                  (vi) This Agreement shall automatically terminate on the date
         that the Company sells and the Buyer purchases the full Available
         Amount as provided herein, without any action or notice on the part of
         any party.

Except as set forth in Sections 11(k)(i) (in respect of an Event of Default
under Sections 9(g), 9(h) and 9(i)) and 11(k)(vi), any termination of this
Agreement pursuant to this Section 11(k) shall be effected by written notice
from the Company to the Buyer, or the Buyer to the Company, as the case may be,
setting forth the basis for the termination hereof. The representations and
warranties of the Company and the Buyer contained in Sections 2 and 3 hereof,
the indemnification provisions set forth in Section 8 hereof and the agreements
and covenants set forth in Section 11, shall survive the Commencement and any
termination of this Agreement. No termination of this Agreement shall affect the
Company's or the Buyer's obligations under this Agreement with respect to
pending purchases and the Company and the Buyer shall complete their respective
obligations with respect to any pending purchases under this Agreement.

         (l) NO FINANCIAL ADVISOR, PLACEMENT AGENT, BROKER OR FINDER. The
Company represents and warrants to the Buyer that it has not engaged any
financial advisor, placement agent, broker or finder in connection with the
transactions contemplated hereby. The Buyer represents and warrants to the
Company that it has not engaged any financial advisor, placement agent, broker
or finder in connection with the transactions contemplated hereby. The Company
shall be responsible for the payment of any fees or commissions, if any, of any
financial advisor, placement agent, broker or finder relating to or arising out
of the transactions contemplated hereby. The Company shall pay, and hold the
Buyer harmless against, any liability, loss or expense (including, without
limitation, attorneys' fees and out of pocket expenses) arising in connection
with any such claim.

         (m) NO STRICT CONSTRUCTION. The language used in this Agreement will be
deemed to be the language chosen by the parties to express their mutual intent,
and no rules of strict construction will be applied against any party.

         (n) REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The
Buyer's remedies provided in this Agreement shall be cumulative and in addition
to all other remedies available to the Buyer under this Agreement, at law or in
equity (including a decree of specific performance and/or other injunctive
relief), no remedy of the Buyer contained herein shall be deemed a waiver of
compliance with the provisions giving rise to such remedy and nothing herein
shall limit the Buyer's right to pursue actual damages for any failure by the
Company to comply with the terms of this Agreement. The Company acknowledges
that a breach by it of its obligations hereunder will cause irreparable harm to
the Buyer and that the remedy at law for any such breach may be inadequate. The
Company therefore agrees that, in the event of any such breach or threatened
breach, the Buyer shall be entitled, in addition to all other available
remedies, to an injunction restraining any breach, without the necessity of
showing economic loss and without any bond or other security being required.

         (o) CHANGES TO THE TERMS OF THIS AGREEMENT. This Agreement and any
provision hereof may only be amended by an instrument in writing signed by the
Company and the Buyer. The term "Agreement" and all reference thereto, as used
throughout this instrument, shall mean this instrument as originally executed,
or if later amended or supplemented, then as so amended or supplemented.

         (p) ENFORCEMENT COSTS. If: (i) this Agreement is placed by the Buyer in
the hands of an attorney for enforcement or is enforced by the Buyer through any
legal proceeding; or (ii) an attorney is retained to represent the Buyer in any
bankruptcy, reorganization, receivership or other proceedings affecting
creditors' rights and involving a claim under this Agreement; or (iii) an

                                      -24-
<PAGE>

attorney is retained to represent the Buyer in any other proceedings whatsoever
in connection with this Agreement, then the Company shall pay to the Buyer, as
incurred by the Buyer, all reasonable costs and expenses including attorneys'
fees incurred in connection therewith, in addition to all other amounts due
hereunder.

         (q) FAILURE OR INDULGENCE NOT WAIVER. No failure or delay in the
exercise of any power, right or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such power, right or
privilege preclude other or further exercise thereof or of any other right,
power or privilege.



                                    * * * * *

                                      -25-
<PAGE>

         IN WITNESS WHEREOF, the Buyer and the Company have caused this Common
Stock Purchase Agreement to be duly executed as of the date first written above.


                                    THE COMPANY:
                                    ------------

                                    AETHLON MEDICAL, INC.

                                    By:_______________________________________
                                    Name:
                                    Title:


                                    BUYER:
                                    ------

                                    FUSION CAPITAL FUND II, LLC
                                    BY: FUSION CAPITAL PARTNERS, LLC
                                    BY: SGM HOLDINGS CORP.

                                    By:_______________________________________
                                    Name: Steven G. Martin
                                    Title: President

                                      -26-
<PAGE>

                                    SCHEDULES
                                    ---------

Schedule 3(a)       Subsidiaries
Schedule 3(c)       Capitalization
Schedule 3(e)       Conflicts
Schedule 3(f)       1934 Act Filings
Schedule 3(g)       Material Changes
Schedule 3(h)       Litigation
Schedule 3(l)       Intellectual Property
Schedule 3(n)       Liens
Schedule 3(o)       Insurance
Schedule 3(q)       Tax Status
Schedule 3(r)       Certain Transactions


                                    EXHIBITS
                                    --------

Exhibit A           Form of Company Counsel Opinion
Exhibit B           Form of Officer's Certificate
Exhibit C           Form of Resolutions of Board of Directors of the Company
Exhibit D           Form of Secretary's Certificate
Exhibit E           Form of Letter to Transfer Agent

<PAGE>

                              DISCLOSURE SCHEDULES
                              --------------------


                          Schedule 3(a) - Subsidiaries


                         Schedule 3(c) - Capitalization


                          Schedule 3(e) - No Conflicts


                        Schedule 3(f) - 1934 Act Filings


                   Schedule 3(g) - Absence of Certain Changes


                           Schedule 3(h) - Litigation


                  Schedule 3(l) - Intellectual Property Rights


                              Schedule 3(n) - Title


                            Schedule 3(o) - Insurance


                           Schedule 3(q) - Tax Status


                  Schedule 3(r) - Transactions with Affiliates

<PAGE>

                                    EXHIBIT A
                                    ---------

                         FORM OF COMPANY COUNSEL OPINION

         Capitalized terms used herein but not defined herein, have the meaning
set forth in the Common Stock Purchase Agreement. Based on the foregoing, and
subject to the assumptions and qualifications set forth herein, we are of the
opinion that:

                  1. The Company is a corporation existing and in good standing
under the laws of the State of Nevada. The Company is qualified to do business
as a foreign corporation and is in good standing in the States of California,
Nevada.

                  2. The Company has the corporate power to execute and deliver,
and perform its obligations under, each Transaction Document to which it is a
party. The Company has the corporate power to conduct its business as, to the
best of our knowledge, it is now conducted, and to own and use the properties
owned and used by it.

                  3. The execution, delivery and performance by the Company of
the Transaction Documents to which it is a party have been duly authorized by
all necessary corporate action on the part of the Company. The execution and
delivery of the Transaction Documents by the Company, the performance of the
obligations of the Company thereunder and the consummation by it of the
transactions contemplated therein have been duly authorized and approved by the
Company's Board of Directors and no further consent, approval or authorization
of the Company, its Board of Directors or its stockholders is required. The
Transaction Documents to which the Company is a party have been duly executed
and delivered by the Company and are the valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms except
as such enforceability may be limited by general principles of equity or
applicable bankruptcy, insolvency, liquidation or similar laws relating to, or
affecting creditor's rights and remedies.

                  4. The execution, delivery and performance by the Company of
the Transaction Documents, the consummation by the Company of the transactions
contemplated thereby including the offering, sale and issuance of the Commitment
Shares, and the Purchase Shares in accordance with the terms and conditions of
the Common Stock Purchase Agreement, and fulfillment and compliance with terms
of the Transaction Documents, does not and shall not: (i) conflict with,
constitute a breach of or default (or an event which, with the giving of notice
or lapse of time or both, constitutes or could constitute a breach or a
default), under (a) the Certificate of Incorporation or the Bylaws of the
Company, (b), (ii) result in any violation of any statute, law, rule or
regulation applicable to the Company, or (iii) to our knowledge, violate any
order, writ, injunction or decree applicable to the Company or any of its
subsidiaries.

                  5. The issuance of the Purchase Shares, Signing Shares and
Commitment Shares pursuant to the terms and conditions of the Transaction
Documents has been duly authorized and the Initial Purchase Shares, Signing
Shares and Commitment Shares are validly issued, fully paid and non-assessable,
to our knowledge, free of all taxes, liens, charges, restrictions, rights of
first refusal and preemptive rights. ________ shares of Common Stock have been
properly reserved for issuance under the Common Stock Purchase Agreement. When
issued and paid for in accordance with the Common Stock Purchase Agreement, the
Purchase Shares shall be validly issued, fully paid and non-assessable, to our
knowledge, free of all taxes, liens, charges, restrictions, rights of first
refusal and preemptive rights. ________ shares of Common Stock have been
properly reserved for issuance as Additional Commitment Shares under the Common
Stock Purchase Agreement. When issued in accordance with the Common Stock

<PAGE>

Purchase Agreement, the Additional Commitment Shares shall be validly issued,
fully paid and non-assessable, to our knowledge, free of all taxes, liens,
charges, restrictions, rights of first refusal and preemptive rights. 139,535
shares of Common Stock have been properly reserved for issuance as Warrant
Shares under the Common Stock Purchase Agreement. When issued in accordance with
the Common Stock Purchase Agreement, the Warrant Shares shall be validly issued,
fully paid and non-assessable, to our knowledge, free of all taxes, liens,
charges, restrictions, rights of first refusal and preemptive rights. To our
knowledge, the execution and delivery of the Registration Rights Agreement do
not, and the performance by the Company of its obligations thereunder shall not,
give rise to any rights of any other person for the registration under the
Securities Act of any shares of Common Stock or other securities of the Company
which have not been waived.

                  6. As of the date hereof, the authorized capital stock of the
Company consists of _______ shares of common stock, par value $______ per share,
of which to our knowledge __________ shares are issued and outstanding. Except
as set forth on Schedule 3(c) of the Common Stock Purchase Agreement, to our
knowledge, there are no outstanding shares of capital stock or other securities
convertible into or exchangeable or exercisable for shares of the capital stock
of the Company.

                  7. Assuming the accuracy of the representations and your
compliance with the covenants made by you in the Transaction Documents, the
offering, sale and issuance of the Commitment Shares to you pursuant to the
Transaction Documents is exempt from registration under the 1933 Act and the
securities laws and regulations of the States of Nevada, California, Illinois.

                  8. Other than that which has been obtained and completed prior
to the date hereof, no authorization, approval, consent, filing or other order
of any federal or state governmental body, regulatory agency, or stock exchange
or market, or any court, or, to our knowledge, any third party is required to be
obtained by the Company to enter into and perform its obligations under the
Transaction Documents or for the Company to issue and sell the Purchase Shares
as contemplated by the Transaction Documents.

                  9. The Common Stock is registered pursuant to Section 12(g) of
the 1934 Act. To our knowledge, since June 1, 2003, the Company has been in
compliance with the reporting requirements of the 1934 Act applicable to it. To
our knowledge, since April 1, 2002, the Company has not received any written
notice from the Principal Market stating that the Company has not been in
compliance with any of the rules and regulations (including the requirements for
continued listing) of the Principal Market.

         We further advise you that to our knowledge, except as disclosed on
Schedule 3(h) in the Common Stock Purchase Agreement, there is no action, suit,
proceeding, inquiry or investigation before or by any court, public board or
body, any governmental agency, any stock exchange or market, or self-regulatory
organization, which has been threatened in writing or which is currently pending
against the Company, any of its subsidiaries, any officers or directors of the
Company or any of its subsidiaries or any of the properties of the Company or
any of its subsidiaries.

         In addition, we have participated in the preparation of the
Registration Statement (SEC File #________) covering the sale of the Purchase
Shares, the Commitment Shares including the prospectus dated ____________,
contained therein and in conferences with officers and other representatives of
the Company (including the Company's independent auditors) during which the
contents of the Registration Statement and related matters were discussed and
reviewed and, although we are not passing upon and do not assume any
responsibility for the accuracy, completeness or fairness of the statements
contained in the Registration Statement, on the basis of the information that
was developed in the course of the performance of the services referred to
above, considered in the light of our understanding of the applicable law,

<PAGE>

nothing came to our attention that caused us to believe that the Registration
Statement (other than the financial statements and schedules and the other
financial and statistical data included therein, as to which we express no
belief), as of their dates, contained any untrue statement of a material fact or
omitted to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.

<PAGE>

                                    EXHIBIT B
                                    ---------

                          FORM OF OFFICER'S CERTIFICATE

         This Officer's Certificate ("CERTIFICATE") is being delivered pursuant
to Section 7(e) of that certain Common Stock Purchase Agreement dated as of
_________, ("COMMON STOCK PURCHASE AGREEMENT"), by and between AETHLON MEDICAL,
INC., a Nevada corporation (the "COMPANY"), and FUSION CAPITAL FUND II, LLC (the
"Buyer"). Terms used herein and not otherwise defined shall have the meanings
ascribed to them in the Common Stock Purchase Agreement.

         The undersigned, ___________, ______________ of the Company, hereby
certifies as follows:

                  1. I am the _____________ of the Company and make the
         statements contained in this Certificate;

                  2. The representations and warranties of the Company are true
         and correct in all material respects (except to the extent that any of
         such representations and warranties is already qualified as to
         materiality in Section 3 of the Common Stock Purchase Agreement, in
         which case, such representations and warranties are true and correct
         without further qualification) as of the date when made and as of the
         Commencement Date as though made at that time (except for
         representations and warranties that speak as of a specific date);

                  3. The Company has performed, satisfied and complied in all
         material respects with covenants, agreements and conditions required by
         the Transaction Documents to be performed, satisfied or complied with
         by the Company at or prior to the Commencement Date.

                  4. The Company has not taken any steps, and does not currently
         expect to take any steps, to seek protection pursuant to any Bankruptcy
         Law nor does the Company or any of its Subsidiaries have any knowledge
         or reason to believe that its creditors intend to initiate involuntary
         bankruptcy or insolvency proceedings. The Company is financially
         solvent and is generally able to pay its debts as they become due.

         IN WITNESS WHEREOF, I have hereunder signed my name on this ___ day of
___________.

                                                  ----------------------
                                                  Name:
                                                  Title:

         The undersigned as Secretary of ________, a ________ corporation,
hereby certifies that ___________ is the duly elected, appointed, qualified and
acting ________ of _________ and that the signature appearing above is his
genuine signature.


                                    -----------------------------------
                                    Secretary

<PAGE>

                                   EXHIBIT C-1
                                   -----------

                           FORM OF COMPANY RESOLUTIONS
                         FOR SIGNING PURCHASE AGREEMENT

                          UNANIMOUS WRITTEN CONSENT OF
                              AETHLON MEDICAL, INC.

         Pursuant to Section ______ of the _________ [Relevant Section of Nevada
Statutes], the undersigned, being all of the directors of AETHLON MEDICAL, INC.,
a Nevada corporation (the "Corporation") do hereby consent to and adopt the
following resolutions as the action of the Board of Directors for and on behalf
of the Corporation and hereby direct that this Consent be filed with the minutes
of the proceedings of the Board of Directors:

         WHEREAS, there has been presented to the Board of Directors of the
Corporation a draft of the Common Stock Purchase Agreement (the "Purchase
Agreement") by and between the Corporation and Fusion Capital Fund II, LLC
("Fusion"), providing for the purchase by Fusion of up to Six Million Two
Hundred Fifty Thousand Dollars ($6,250,000) of the Corporation's common stock,
par value $0.001 (the "Common Stock"); and

         WHEREAS, after careful consideration of the Purchase Agreement, the
documents incident thereto and other factors deemed relevant by the Board of
Directors, the Board of Directors has determined that it is advisable and in the
best interests of the Corporation to engage in the transactions contemplated by
the Purchase Agreement, including, but not limited to, the issuance of 418,604
shares of Common Stock to Fusion as an initial commitment fee (the "Initial
Commitment Shares") and the sale of shares of Common Stock to Fusion up to the
available amount under the Purchase Agreement (the "Purchase Shares"), including
the sale of 568,181 Purchase Shares ("initial Purchase Shares").

                              TRANSACTION DOCUMENTS
                              ---------------------

         NOW, THEREFORE, BE IT RESOLVED, that the transactions described in the
Purchase Agreement are hereby approved and
________________________________________ (the "Authorized Officers") are
severally authorized to execute and deliver the Purchase Agreement, and any
other agreements or documents contemplated thereby including, without
limitation, a registration rights agreement (the "Registration Rights
Agreement") providing for the registration of the shares of the Company's Common
Stock issuable in respect of the Purchase Agreement on behalf of the
Corporation, with such amendments, changes, additions and deletions as the
Authorized Officers may deem to be appropriate and approve on behalf of, the
Corporation, such approval to be conclusively evidenced by the signature of an
Authorized Officer thereon; and

         FURTHER RESOLVED, that the terms and provisions of the Registration
Rights Agreement by and among the Corporation and Fusion are hereby approved and
the Authorized Officers are authorized to execute and deliver the Registration
Rights Agreement (pursuant to the terms of the Purchase Agreement), with such
amendments, changes, additions and deletions as the Authorized Officer may deem
appropriate and approve on behalf of, the Corporation, such approval to be
conclusively evidenced by the signature of an Authorized Officer thereon; and

         FURTHER RESOLVED, that the terms and provisions of the Form of Transfer
Agent Instructions (the "Instructions") are hereby approved and the Authorized
Officers are authorized to execute and deliver the Instructions (pursuant to the
terms of the Purchase Agreement), with such amendments, changes, additions and
<PAGE>

deletions as the Authorized Officers may deem appropriate and approve on behalf
of, the Corporation, such approval to be conclusively evidenced by the signature
of an Authorized Officer thereon; and

                         EXECUTION OF PURCHASE AGREEMENT
                         -------------------------------

         FURTHER RESOLVED, that the Corporation be and it hereby is authorized
to execute the Purchase Agreement providing for the purchase of common stock of
the Corporation having an aggregate value of up to $6,000,000; and

                            ISSUANCE OF COMMON STOCK
                            ------------------------

         FURTHER RESOLVED, that the Corporation was authorized to issue 50,000
shares of Common Stock to Fusion pursuant to the Confidential Term Sheet between
the Company and Fusion dated as of May 14, 2004, ("Signing Shares") and that
upon issuance of the Signing Shares, the Signing Shares have been duly
authorized, validly issued, fully paid and nonassessable with no personal
liability attaching to the ownership thereof; and

         FURTHER RESOLVED, that the Corporation is hereby authorized to issue
418,604 shares of Common Stock to Fusion Capital Fund II, LLC as Initial
Commitment Shares and that upon issuance of the Initial Commitment Shares
pursuant to the Purchase Agreement, the Initial Commitment Shares shall be duly
authorized, validly issued, fully paid and nonassessable with no personal
liability attaching to the ownership thereof; and

         FURTHER RESOLVED, that the Corporation is hereby authorized to issue
568,181 shares of Common Stock to Fusion Capital Fund II, LLC as Initial
Purchase Shares and that upon issuance of the Initial Purchase Shares pursuant
to the Purchase Agreement, the Initial Purchase Shares shall be duly authorized,
validly issued, fully paid and nonassessable with no personal liability
attaching to the ownership thereof; and

         FURTHER RESOLVED, that the Corporation is hereby authorized to issue
shares of Common Stock upon the purchase of Purchase Shares up to the available
amount under the Purchase Agreement in accordance with the terms of the Purchase
Agreement and that, upon issuance of the Purchase Shares pursuant to the
Purchase Agreement, the Purchase Shares will be duly authorized, validly issued,
fully paid and nonassessable with no personal liability attaching to the
ownership thereof; and

         FURTHER RESOLVED, that the Corporation shall initially reserve
__________ shares of Common Stock for issuance as Purchase Shares under the
Purchase Agreement.

<PAGE>

         FURTHER RESOLVED, that the Corporation is hereby authorized to issue
139,535 shares of Common Stock (subject to equitable adjustment for any
reorganization, recapitalization, non-cash dividend, stock split or other
similar transaction) in connection with the purchase of Purchase Shares (the
"Additional Commitment Shares") in accordance with the terms of the Purchase
Agreement and that, upon issuance of the Additional Commitment Shares pursuant
to the Purchase Agreement, the Additional Commitment Shares will be duly
authorized, validly issued, fully paid and nonassessable with no personal
liability attaching to the ownership thereof; and

         FURTHER RESOLVED, that the Corporation shall initially reserve 139,535
shares of Common Stock (subject to equitable adjustment for any reorganization,
recapitalization, non-cash dividend, stock split or other similar transaction)
for issuance as Additional Commitment Shares under the Purchase Agreement.

         FURTHER RESOLVED, that the Corporation is hereby authorized to issue
warrants ("Warrants") to purchase 568,181 shares of Common Stock (subject to
equitable adjustment for any reorganization, recapitalization, non-cash
dividend, stock split or other similar transaction) in connection with the
purchase of Purchase Shares (the "Warrant Shares") in accordance with the terms
of the Purchase Agreement and Warrants and that, upon issuance of the Warrant
Shares pursuant to the Purchase Agreement and Warrants, the Warrant Shares will
be duly authorized, validly issued, fully paid and nonassessable with no
personal liability attaching to the ownership thereof; and

         FURTHER RESOLVED, that the Corporation shall initially reserve 568,181
shares of Common Stock (subject to equitable adjustment for any reorganization,
recapitalization, non-cash dividend, stock split or other similar transaction)
for issuance as Warrant Shares under the Purchase Agreement.

                               APPROVAL OF ACTIONS
                               -------------------

         FURTHER RESOLVED, that, without limiting the foregoing, the Authorized
Officers are, and each of them hereby is, authorized and directed to proceed on
behalf of the Corporation and to take all such steps as deemed necessary or
appropriate, with the advice and assistance of counsel, to cause the Corporation
to consummate the agreements referred to herein and to perform its obligations
under such agreements; and

         FURTHER RESOLVED, that the Authorized Officers be, and each of them
hereby is, authorized, empowered and directed on behalf of and in the name of
the Corporation, to take or cause to be taken all such further actions and to
execute and deliver or cause to be executed and delivered all such further
agreements, amendments, documents, certificates, reports, schedules,
applications, notices, letters and undertakings and to incur and pay all such
fees and expenses as in their judgment shall be necessary, proper or desirable
to carry into effect the purpose and intent of any and all of the foregoing
resolutions, and that all actions heretofore taken by any officer or director of
the Corporation in connection with the transactions contemplated by the
agreements described herein are hereby approved, ratified and confirmed in all
respects.

<PAGE>

         IN WITNESS WHEREOF, the Board of Directors has executed and delivered
this Consent effective as of __________, 2004.



----------------------

----------------------

----------------------



being all of the directors of AETHLON MEDICAL, INC.

<PAGE>

                                   EXHIBIT C-2
                                   -----------

          FORM OF COMPANY RESOLUTIONS APPROVING REGISTRATION STATEMENT

                          UNANIMOUS WRITTEN CONSENT OF
                              AETHLON MEDICAL, INC.

         Pursuant to Section ______ of the _________ [Relevant Section of Nevada
Statutes], the undersigned, being all of the directors of AETHLON MEDICAL, INC.,
a Nevada corporation (the "Corporation") do hereby consent to and adopt the
following resolutions as the action of the Board of Directors for and on behalf
of the Corporation and hereby direct that this Consent be filed with the minutes
of the proceedings of the Board of Directors.

         WHEREAS, there has been presented to the Board of Directors of the
Corporation a Common Stock Purchase Agreement (the "Purchase Agreement") by and
among the Corporation and Fusion Capital Fund II, LLC ("Fusion"), providing for
the purchase by Fusion of up to Six Million Two Hundred Fifty Thousand Dollars
($6,250,000) of the Corporation's common stock, par value $0.001 (the "Common
Stock"); and

         WHEREAS, after careful consideration of the Purchase Agreement, the
documents incident thereto and other factors deemed relevant by the Board of
Directors, the Board of Directors has approved the Purchase Agreement and the
transactions contemplated thereby and the Company has executed and delivered the
Purchase Agreement to Fusion; and

         WHEREAS, in connection with the transactions contemplated pursuant to
the Purchase Agreement, the Company has agreed to file a registration statement
with the Securities and Exchange Commission (the "Commission") registering the
Commitment Shares (as defined in the Purchase Agreement) and the Purchase Shares
and Warrant Shares (as herein defined in the Purchase Agreement) and to list the
Commitment Shares, Warrant Shares and Purchase Shares on the Nasdaq
Over-the-Counter Bulletin Board, as applicable;

         WHEREAS, the management of the Corporation has prepared an initial
draft of a Registration Statement on Form ___ (the "Registration Statement") in
order to register the sale of the Purchase Shares, Signing Shares and the
Commitment Shares (collectively, the "Shares"); and

         WHEREAS, the Board of Directors has determined to approve the
Registration Statement and to authorize the appropriate officers of the
Corporation to take all such actions as they may deem appropriate to effect the
offering.

         NOW, THEREFORE, BE IT RESOLVED, that the officers and directors of the
Corporation be, and each of them hereby is, authorized and directed, with the
assistance of counsel and accountants for the Corporation, to prepare, execute
and file with the Commission the Registration Statement, which Registration
Statement shall be filed substantially in the form presented to the Board of
Directors, with such changes therein as the Chief Executive Officer of the
Corporation or any Vice President of the Corporation shall deem desirable and in
the best interest of the Corporation and its shareholders (such officer's
execution thereof including such changes shall be deemed to evidence
conclusively such determination); and

         FURTHER RESOLVED, that the officers of the Corporation be, and each of
them hereby is, authorized and directed, with the assistance of counsel and
accountants for the Corporation, to prepare, execute and file with the

<PAGE>

Commission all amendments, including post-effective amendments, and supplements
to the Registration Statement, and all certificates, exhibits, schedules,
documents and other instruments relating to the Registration Statement, as such
officers shall deem necessary or appropriate (such officer's execution and
filing thereof shall be deemed to evidence conclusively such determination); and

         FURTHER RESOLVED, that the execution of the Registration Statement and
of any amendments and supplements thereto by the officers and directors of the
Corporation be, and the same hereby is, specifically authorized either
personally or by the Authorized Officers as such officer's or director's true
and lawful attorneys-in-fact and agents; and

         FURTHER RESOLVED, that the Authorized Officers are hereby designated as
"Agent for Service" of the Corporation in connection with the Registration
Statement and the filing thereof with the Commission, and the Authorized
Officers hereby are authorized to receive communications and notices from the
Commission with respect to the Registration Statement; and

         FURTHER RESOLVED, that the officers of the Corporation be, and each of
them hereby is, authorized and directed to pay all fees, costs and expenses that
may be incurred by the Corporation in connection with the Registration
Statement; and

         FURTHER RESOLVED, that it is desirable and in the best interest of the
Corporation that the Shares be qualified or registered for sale in various
states; that the officers of the Corporation be, and each of them hereby is,
authorized to determine the states in which appropriate action shall be taken to
qualify or register for sale all or such part of the Shares as they may deem
advisable; that said officers be, and each of them hereby is, authorized to
perform on behalf of the Corporation any and all such acts as they may deem
necessary or advisable in order to comply with the applicable laws of any such
states, and in connection therewith to execute and file all requisite papers and
documents, including, but not limited to, applications, reports, surety bonds,
irrevocable consents, appointments of attorneys for service of process and
resolutions; and the execution by such officers of any such paper or document or
the doing by them of any act in connection with the foregoing matters shall
conclusively establish their authority therefor from the Corporation and the
approval and ratification by the Corporation of the papers and documents so
executed and the actions so taken; and

         FURTHER RESOLVED, that if, in any state where the securities to be
registered or qualified for sale to the public, or where the Corporation is to
be registered in connection with the public offering of the Shares, a prescribed
form of resolution or resolutions is required to be adopted by the Board of
Directors, each such resolution shall be deemed to have been and hereby is
adopted, and the Secretary is hereby authorized to certify the adoption of all
such resolutions as though such resolutions were now presented to and adopted by
the Board of Directors; and

         FURTHER RESOLVED, that the officers of the Corporation with the
assistance of counsel be, and each of them hereby is, authorized and directed to
take all necessary steps and do all other things necessary and appropriate to
effect the listing of the Shares on the Nasdaq Over-the-Counter Bulletin Board,
as applicable.

                               APPROVAL OF ACTIONS
                               -------------------

         FURTHER RESOLVED, that, without limiting the foregoing, the Authorized
Officers are, and each of them hereby is, authorized and directed to proceed on
behalf of the Corporation and to take all such steps as are deemed necessary or
appropriate, with the advice and assistance of counsel, to cause the Corporation

<PAGE>

to take all such action referred to herein and to perform its obligations
incident to the registration, listing and sale of the Shares; and

         FURTHER RESOLVED, that the Authorized Officers be, and each of them
hereby is, authorized, empowered and directed on behalf of and in the name of
the Corporation, to take or cause to be taken all such further actions and to
execute and deliver or cause to be executed and delivered all such further
agreements, amendments, documents, certificates, reports, schedules,
applications, notices, letters and undertakings and to incur and pay all such
fees and expenses as in their judgment shall be necessary, proper or desirable
to carry into effect the purpose and intent of any and all of the foregoing
resolutions, and that all actions heretofore taken by any officer or director of
the Corporation in connection with the transactions contemplated by the
agreements described herein are hereby approved, ratified and confirmed in all
respects.



IN WITNESS WHEREOF, the Board of Directors has executed and delivered this
Consent effective as of __________, 2004.



----------------------

----------------------

----------------------


being all of the directors of AETHLON MEDICAL, INC.

<PAGE>

                                    EXHIBIT D
                                    ---------

                         FORM OF SECRETARY'S CERTIFICATE

         This Secretary's Certificate ("Certificate") is being delivered
pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated
as of __________, ("Common Stock Purchase Agreement"), by and between AETHLON
MEDICAL, INC., a Nevada corporation (the "Company") and FUSION CAPITAL FUND II,
LLC (the "Buyer"), pursuant to which the Company may sell to the Buyer up to Six
Million Two Hundred Fifty Thousand Dollars ($6,250,000) of the Company's Common
Stock, par value $0.001 per share (the "Common Stock"). Terms used herein and
not otherwise defined shall have the meanings ascribed to them in the Common
Stock Purchase Agreement.

         The undersigned, ____________, Secretary of the Company, hereby
certifies as follows:

                  1. I am the Secretary of the Company and make the statements
         contained in this Secretary's Certificate.

                  2. Attached hereto as EXHIBIT A and EXHIBIT B are true,
         correct and complete copies of the Company's bylaws ("Bylaws") and
         Certificate of Incorporation ("Articles"), in each case, as amended
         through the date hereof, and no action has been taken by the Company,
         its directors, officers or shareholders, in contemplation of the filing
         of any further amendment relating to or affecting the Bylaws or
         Articles.

                  3. Attached hereto as EXHIBIT C are true, correct and complete
         copies of the resolutions duly adopted by the Board of Directors of the
         Company on _____________, at which a quorum was present and acting
         throughout. Such resolutions have not been amended, modified or
         rescinded and remain in full force and effect and such resolutions are
         the only resolutions adopted by the Company's Board of Directors, or
         any committee thereof, or the shareholders of the Company relating to
         or affecting (i) the entering into and performance of the Common Stock
         Purchase Agreement, or the issuance, offering and sale of the Purchase
         Shares and the Commitment Shares and (ii) and the performance of the
         Company of its obligation under the Transaction Documents as
         contemplated therein.

                  4. As of the date hereof, the authorized, issued and reserved
         capital stock of the Company is as set forth on EXHIBIT D hereto.

         IN WITNESS WHEREOF, I have hereunder signed my name on this ___ day of
____________.

                                                      -------------------------
                                                      Secretary


The undersigned as ___________ of __________, a ________ corporation, hereby
certifies that ____________ is the duly elected, appointed, qualified and acting
Secretary of _________, and that the signature appearing above is his genuine
signature.

                                             -----------------------------------

<PAGE>

                                    EXHIBIT E
                                    ---------

          FORM OF LETTER TO THE TRANSFER AGENT FOR THE ISSUANCE OF THE
            COMMITMENTS SHARES AT SIGNING OF THE PURCHASE AGREEMENT




                              [COMPANY LETTERHEAD]



[DATE]

[TRANSFER AGENT]
==================
------------------

Re: Issuance of Common Shares to Fusion Capital Fund II, LLC

Dear ________,

On behalf of AETHLON MEDICAL, INC., (the "Company"), you are hereby instructed
to issue AS SOON AS POSSIBLE 1,036,785 shares of our common stock in the name of
FUSION CAPITAL FUND II, LLC. The share certificate should be dated May 20, 2004.
I have included a true and correct copy of a unanimous written consent executed
by all of the members of the Board of Directors of the Company adopting
resolutions approving the issuance of these shares. The shares should be issued
subject to the following restrictive legend:

         "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
         REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
         STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT
         AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE
         ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
         THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
         LAWS, OR AN OPINION OF BUYER'S COUNSEL, IN A CUSTOMARY FORM, THAT
         REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE
         SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT."

<PAGE>

The share certificate should be sent AS SOON AS POSSIBLE VIA OVERNIGHT MAIL to
the following address:

                           Fusion Capital Fund II, LLC
                           222 Merchandise Mart Plaza, Suite 9-112
                           Chicago, IL 60654
                           Attention: Steven Martin

Thank you very much for your help. Please call me at ______________ if you have
any questions or need anything further.

AETHLON MEDICAL, INC.

BY:_____________________________
         [name]
         [title]