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EXHIBIT 10.28

                                     FORM OF
                                   ALLONGE TO
                         10% SERIES A CONVERTIBLE NOTES


         This Allonge (the "Allonge"), dated as of March 5, 2007, attached to
and forming a part of certain 10% Series A Convertible Promissory Notes, dated
in November and December, 2005 (collectively, the "Note"), made by AETHLON
MEDICAL, INC., a Nevada corporation (the "Company"), payable to the order of
Christian J. Hoffman III (the "Holder"), in the total principal amount of
$10,000.

         1. Paragraph 1, "Interest," is hereby amended and restated in its
entirety as follows:

         1.       INTEREST

                  1.1 This Note shall bear interest ("Interest") equal to ten
                  percent (10%) per annum on the unpaid principal balance,
                  computed on a three hundred sixty (360)-day year, during the
                  term of the Note. Interest will accrue on each Advance
                  commencing on the date of the Advance, as set forth on Exhibit
                  A to this Note. The Company shall pay all accrued Interest
                  after the date of the Allonge on a quarterly basis on the
                  first day of April, July, October and on the Maturity Date. In
                  no event shall the rate of Interest payable on this Note
                  exceed the maximum rate of Interest permitted to be charged
                  under applicable law.

                  1.2 Within five (5) business days of the execution date of
                  this Allonge, the Company will pay accrued Interest through
                  February 15, 2007. The Company will pay the Interest in units
                  (the "Units") at the rate of $.20 per Unit (the "Interest
                  Payment Rate"). Each Unit is composed of one share of the
                  Company's Common Stock and one Class A Common Stock Purchase
                  Warrant (the "Class A Warrant"). The Company will pay the
                  accrued Interest through February 15, 2007 by issuing 5,861
                  Units and will pay all accrued Interest thereafter in Units at
                  the Interest Payment Rate. Each Class A Warrant will be
                  exercisable to purchase one share of Common Stock at a price
                  of $.20 per share (the Exercise Price"). If the Holder
                  exercises Class A Warrants on or before July 3, 2008, the
                  Company will issue the Holder one Class B Common Stock
                  Purchase Warrant (the "Class B Warrant") for every two Class A
                  Warrants exercised. Each Class B Warrant will be exercisable
                  to purchase one share of Common Stock at a price equal to the
                  greater of $.20 per share or seventy-five percent (75%) of the
                  average of the closing bid prices of the Common Stock for the
                  five (5) trading days immediately preceding the date of the
                  notice of conversion. The forms of the Class A Warrant and
                  Class B Warrant are set forth as Exhibits B and C,
                  respectively. The Class A Warrants and Class B Warrants are
                  referred to as the "Warrants."

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                  1.3 All Interest payable under the Note after the date of the
                  Allonge will, at the option of the Holder, be payable in cash
                  or Units, valued at the Interest Payment Rate, as such term is
                  defined in this Note. The Company will pay any Interest that
                  cannot be paid in full Units in cash.

                  1.4 Paragraph 3 of the Note is hereby amended and restated in
                  its entirety as follows:

                  3. PRE-PAYMENTS AND MATURITY DATE. This Note shall be due and
                  payable in full, including all accrued Interest thereon, on
                  January 3, 2008 (the "Maturity Date"). At any time prior to
                  the Maturity Date, the Company shall have the right to prepay
                  this Note, in whole or in part, without penalty, on ten (10)
                  days' advance written notice to the Holder, subject to the
                  right of the Holder to convert in advance of such prepayment
                  date and provided that on such prepayment date the Company
                  will pay in respect of the redeemed Note cash equal to the
                  face amount plus accrued Interest on the Note (or portion)
                  redeemed. If the Company plans to pay the Note in full on or
                  after the Maturity Date, it will give the Holder the
                  opportunity to convert at the Conversion Price for a period of
                  ten (10) days after delivery of written notice of the payment
                  to the Holder. The Company may prepay this Note at anytime
                  after issuance without penalty.

                  1.5 Paragraph 5.1 of the Note is hereby amended and restated
                  in its entirety as follows:

                  5.1 CONVERSION OF NOTE/CONVERSION PRICE. This Note is
                  convertible, at the option of the Holder, into Units at any
                  time after the Issue Date prior to the close of business on
                  the Business Day preceding the Maturity Date at the rate of
                  $.20 per Unit (the "Conversion Price"), subject to adjustment
                  as hereinafter provided. Each Unit is composed of one share of
                  Common Stock and one Class A Warrant. Each Class A Warrant is
                  exercisable to purchase one share of Common Stock at the
                  Exercise Price. If the Holder exercises Class A Warrants on or
                  before July 3, 2008, the Company will issue the Holder one
                  Class B Warrant for every two Class A Warrants exercised. The
                  Common Stock comprising the Units shall be deemed to have a
                  value of $0.199 per share and the Class A Warrant and Class B
                  Warrant shall each be deemed to have a value of $0.001. No
                  fractional shares will be issued. In lieu thereof, the Company
                  will pay cash for fractional share amounts equal to the fair
                  market value of the Common Stock as quoted as the closing bid
                  price of the Common Stock on the date of conversion.

                  1.6 Paragraphs 11.1.2 and 11.1.3 are amended and restated in
                  their entirety as follows:


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                  11.1.2 Failure of the Company to pay Interest when due
                  hereunder; or

                  11.1.3 Except for Events of Default set forth in Paragraphs
                  11.1.1 and 11.1.2, failure of the Company to perform any of
                  the covenants, conditions, provisions or agreements contained
                  herein, or in any other agreement between the Company and
                  Holder, which failure continues for a period of thirty (30)
                  days after notice of default has been given to the Company by
                  the Holders of not less than twenty-five percent (25%) of the
                  principal amount of the Notes then outstanding; provided,
                  however, that if the nature of the Company's obligation is
                  such that more than thirty (30) days are required for
                  performance, then an Event of Default shall not occur if the
                  Company commences performance within such thirty (30) day
                  period and thereafter diligently prosecutes the same to
                  completion; or

         2.       Paragraph 26, "Covenants of the Company," is hereby added as
                  follows:

                  26. COVENANTS OF THE COMPANY. The Company covenants to perform
                  the following:

                  26.1 The Company does not have a sufficient number of
                  authorized shares of its Common Stock to make all of the share
                  issuances pursuant to the Note, the Warrants and this Allonge.
                  The Company will use its best efforts to obtain shareholder
                  approval to increase the number of authorized shares by an
                  amount sufficient to satisfy the requirements of the Note, the
                  Warrants and this Allonge, but not less than five (5) million
                  shares, at its annual meeting of shareholders, which meeting
                  will be held no later than March 31, 2007. The Company will
                  reserve such number of shares of Common Stock as are required
                  for issuance under the Notes, the Warrants and this Allonge;

                  26.2 The Class A Warrants will have a term expiring on January
                  2, 2011 and the Class B Warrants will have a term of three
                  years from their respective dates of issuance. All Warrants
                  will be assignable by their holders;

                  26.3 The Company will amend its Registration Statement No.
                  333-130915 and/or file a new registration statement with the
                  SEC on or before March 31, 2007 to cover the shares of Common
                  Stock that may be issued under the Notes, the Warrants and
                  this Allonge, but not fewer than 20,000,000 shares. The
                  Company will use its best efforts to have such amendment or
                  new Registration Statement declared effective promptly and
                  will cause such registration statement to remain effective
                  while the Notes and Warrants are outstanding;

                  26.4 The Company will collaborate with the Holder to expand
                  its Board of Directors by appointing or electing one
                  additional director who has background in life sciences that
                  the Holder may designate after the date of this Allonge. Such
                  additional director will remain on the Board while the


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                  Notes are outstanding. If the Holder elects not to designate
                  such a person for appointment or election to the Board, the
                  Holder will be entitled to an observer at the Board meetings,
                  which observer shall be included in all meetings of the Board;

                  26.5 The Company will hold Board of Directors meetings,
                  whether formal or informal, at least once per month; and

                  26.6 The Company will give written notice to the Holder within
                  three (3) Business Days of the Company's receipt of any
                  proposed financing and disclose its terms and conditions. The
                  Company will consult with Holder respecting the proposed
                  financing before it concludes such financing.

                  26.7 The Company grants the Holder the right, for a period of
                  seven (7) Business Days after the Company gives written notice
                  to the Holder, to purchase any of the Company's securities at
                  the same price and on the same terms and conditions at any
                  time that the Company proposes to sell to a third party in A
                  BONA FIDE transaction or a series of transactions in an amount
                  up to

                           (i) all of the securities proposed to be sold if the
                  Company proposes to sell its Common Stock at a price of $0.20
                  per share or less; and

                           (ii) the principal amount of the Note converted and
                  total purchase price of the Common Stock for the Warrants
                  exercised if the Company proposes to sell its Common Stock at
                  a price above $0.20 per share.

                  This right of first refusal in favor of the Holder will apply
                  to all securities of the Company convertible into Common Stock
                  and will expire upon the later of the payment of the Notes in
                  full or exercise of all of the Warrants. This right of first
                  refusal shall not apply to securities issuable under the
                  Fusion funding facility; and

                  26.8 The Company will execute such other documents as may be
                  necessary or appropriate to carry out the provisions of the
                  Notes, the Warrants and this Allonge. The Company will bear
                  all reasonable costs associated with the preparation and
                  implementation of this Allonge.

                  2.1 The following definitions in Paragraph 24, "Definitions,"
                  are hereby amended and restated as follows:

                  "Maturity Date" means January 3, 2008.

                  "Senior Indebtedness" means any Indebtedness of the Company,
                  outstanding prior to the date of this Allonge, unless such
                  Indebtedness is PARI PASSU with or contractually subordinate
                  or junior in right of payment to the Notes, except
                  Indebtedness to any Affiliate of the Company, which shall be
                  junior and subordinate to the Notes.


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                  "Subordinated Indebtedness of the Company" means any
                  Indebtedness of the Company incurred after the date of this
                  Allonge.

                  2.2 Paragraph 27, "Senior Subordinated Indebtedness" is hereby
                  added as follows:

                  27. SENIOR SUBORDINATED INDEBTEDNESS.

                  27.1 This Note constitutes Senior Subordinated Indebtedness of
                  the Company and is unsecured.

                  27.2 The Indebtedness evidenced by this Note and all of the
                  Notes will be subordinated to the prior payment when due of
                  the principal of, and premium, if any, and accrued and unpaid
                  interest on, all existing Senior Indebtedness. The Notes will
                  be senior to, in right of payment of principal of, premium, if
                  any, and accrued and unpaid interest on, any Subordinated
                  Indebtedness of the Company.

                  27.3 Upon any distribution of assets of the Company in any
                  dissolution, winding up, liquidation or reorganization of the
                  Company, all holders of Senior Indebtedness of the Company
                  must be paid in full before any payment or distribution is
                  made with respect to the Notes. The Company shall pay all
                  principal and accrued and unpaid Interest on the Notes before
                  it makes any payment or distribution to the holders of
                  Subordinated Indebtedness.

                  2.3 In all other respects, the Note is confirmed, ratified,
                  and approved and, as amended by this Allonge, shall continue
                  in full force and effect.

         IN WITNESS WHEREOF, the Company and Holder have caused this Allonge to
be executed and delivered by their respective duly authorized officer and
trustee on March 5, 2007, to be effective as of the date and year first above
written.

                                          AETHLON MEDICAL, INC.


                                                /s/ James A. Joyce

                                                James A. Joyce
                                          Its:  Chairman and CEO

                                          Accepted and agreed to:



                                          By:   /s/ Christian J. Hoffman
                                             -----------------------------------
                                                Christian J. Hoffman III


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