Edgar Filing: AETHLON MEDICAL INC

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No ____)

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Check the appropriate box:

[X] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))

[ ] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12

AETHLON MEDICAL, INC.
---------------------

Name of the Registrant as Specified In Its Charter

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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AETHLON MEDICAL, INC.
3030 BUNKER HILL STREET, SUITE 400
SAN DIEGO, CA 92109
TELEPHONE (858) 459-7800

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Our Stockholders:

The Annual Meeting of Stockholders of Aethlon Medical, Inc. (the
"Company") will be held on Friday, March 2, 2007, at 11:00 a.m. (Pacific Time),
at the Company's executive offices located at 3030 Bunker Hill Street, Suite
4000, San Diego, California for the following purposes:

(1) To elect the four persons listed in the Proxy Statement that
accompanies this Notice to serve as directors of the Company;

(2) To ratify the appointment of Squar, Milner, Peterson, Miranda &
Williamson, L.L.P. as the Company's independent auditors for the fiscal year
ending March 31, 2007;

(2) Approval of an amendment to our Articles of Incorporation to
increase the number of authorized shares of our common stock from 50,000,000 to
100,000,000.

(3) To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.

Stockholders of record at the close of business on February 6, 2007
will be entitled to notice of and to vote at the Annual Meeting and at any
continuation or adjournment thereof.

All stockholders are cordially invited to attend the Annual Meeting in
person. Your vote is important. PLEASE FILL IN, DATE, SIGN AND RETURN THE
ENCLOSED PROXY IN THE RETURN ENVELOPE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT
YOU PLAN TO ATTEND THE ANNUAL MEETING. Your promptness in returning the proxy
will assist in the expeditious and orderly processing of the proxies and will
assist in ensuring that a quorum is present or represented. Even though you
return your proxy, you may nevertheless attend the Annual Meeting and vote your
shares in person if you wish. If you want to revoke your proxy at a later time
for any reason, you may do so in the manner described in the attached Proxy
Statement.

By Order of the Board of Directors

/s/ James A. Joyce, Chairman of the Board

AETHLON MEDICAL, INC.
3030 BUNKER HILL STREET, SUITE 4000
SAN DIEGO, CALIFORNIA 92109
TELEPHONE (858) 459-7800
__________________

PROXY STATEMENT

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MARCH 2, 2007
__________________

VOTING AND PROXY

This statement is furnished in connection with the solicitation by the
Board of Directors of Aethlon Medical, Inc. (hereinafter referred to as the
"Company", "we", "our" or "us") of proxies to be used at the Annual Meeting of
Shareholders to be held at the Company's executive offices located at 3030
Bunker Hill Street, Suite 4000, San Diego, California on March 2, 2007 at 11:00
a.m. (Pacific Time), and at any meeting following adjournment thereof (the
"Meeting"). The Notice of Annual Meeting, this Proxy Statement and the
accompanying proxy card are being mailed to shareholders on or about February
12, 2007.

RECORD DATE

The record date for the Meeting is February 6, 2007 (the "Record
Date"). Only shareholders of record at the close of business on the Record Date
will be entitled to vote at the Meeting.

SHAREHOLDERS ENTITLED TO VOTE

Each share of the Company's common stock, $.001 par value, ("Common
Stock") outstanding at the close of business on the Record Date will be entitled
to one vote on all matters submitted to a vote at the Meeting. As of December
31, 2006, there were 27,512,349 shares of Common Stock outstanding. Each
outstanding share is entitled to one vote on each matter properly brought before
the Meeting.

QUORUM

A majority of the shares entitled to vote, present in person or
represented by proxy at the Meeting, shall constitute a quorum. Votes cast by
proxy or in person at the Annual Meeting will be tabulated by the Inspectors of
Election in conjunction with information received from our transfer agent. The
Inspectors of Election will also determine whether or not a quorum is present.

Shares which abstain from voting as to the proposals, and shares held
in "street name" by brokers or nominees who indicate on their proxies that they
do not have discretionary authority to vote such shares as to the proposals
("broker non-votes"), will be counted for purposes of determining whether the
affirmative vote of a majority of the shares present at the meeting and entitled
to vote on the proposals has been obtained, but will have the effect of reducing
the number of affirmative votes required to achieve the majority vote on the
proposals.

REQUIRED VOTE

The affirmative vote of the holders of a majority of the shares of
Common Stock present at the meeting in person or by proxy is also required to
approve all proposals brought before the meeting.

PROXIES

All shares entitled to vote and represented by properly executed
proxies received prior to the Meeting, and not revoked, will be voted as
instructed on those proxies. If no instructions are indicated, the shares will
be voted as recommended by the Board of Directors.

If any other matters are properly presented at the Meeting for
consideration, the persons named in the enclosed form of proxy and acting
thereunder will have discretion to vote on those matters in accordance with
their own judgment to the same extent as the person signing the proxy would be
entitled to vote. The Company does not anticipate that any other matters will be
raised at the Meeting.

Any proxy may be revoked at any time before it is voted by (i) filing
with the Secretary of the Company, at or before the taking of the vote at the
Meeting, a written notice of revocation or duly executed proxy, in either case
dated later than the prior proxy relating to the same shares or (ii) attending
the Meeting and voting in person (although attendance at the Meeting will not of
itself revoke a proxy). Any written notice of revocation or subsequent proxy
should be sent so as to be delivered to Aethlon Medical, Inc., 3030 Bunker Hill
Street, Suite 4000, San Diego, California 92109, Attention: Secretary, or hand
delivered to the Secretary, before the taking of the vote at the Meeting.

A copy of our Annual Report on Form 10-KSB for the fiscal year ended
March 31, 2006 is being mailed concurrently herewith to all shareholders of
record as of the Record Date. The Annual Report dos not constitute a part of the
proxy solicitation material for the Annual Meeting.

DOCUMENTS INCORPORATED BY REFERENCE

The Company specifically incorporates the consolidated financial
statements for the year ended March 31, 2006, filed on Form 10-KSB ("2006 Annual
Report") in response to Item 13 of the Form 10-KSB.

SOLICITATION

The Company is soliciting your proxy. The cost of this solicitation,
including expenses in connection with preparing and mailing this Proxy
Statement, will be borne by the Company. Copies of solicitation materials will
be furnished to brokerage houses, nominees, fiduciaries and custodians to
forward to beneficial owners of Common Stock held in their names. We will
reimburse brokerage firms and other persons representing beneficial owners of
stock for their reasonable expenses in forwarding solicitation materials to the
owners. In addition to original solicitation of proxies by mail, our directors,
officers and other employees may, without additional compensation, solicit
proxies by telephone, facsimile and personal interviews.

DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS

The Company will only deliver one Proxy Statement to multiple
stockholders sharing an address unless we have received contrary instructions
from one or more of the stockholders. The Company will promptly deliver a
separate copy of this Proxy Statement to a stockholder at a shared address to
which a single copy of the document was delivered upon oral or written request
to:

Aethlon Medical, Inc.
Attn: Corporate Secretary
3030 Bunker Hill Street, Suite 4000
San Diego, California 92109
Telephone No.: (858) 459-7800

1. ELECTION OF DIRECTORS

A board of four directors is to be elected at the Meeting for a
one-year term. Unless otherwise instructed, the proxy holders will vote the
proxies received by them FOR the Company's nominees named below.

The four nominees selected by the Board of Directors are listed on the
following pages. The four Director nominees receiving the highest number of
votes will be elected. Any Shares not voted, whether by abstention, broker
non-vote, or otherwise, have no impact on the vote.

The Board of Directors intends to vote proxies equally for the nominees
unless otherwise instructed on the Proxy Form. If you do not wish your Shares to
be voted for particular nominees, please identify the exceptions in the
designated space provided on the Proxy Form.

If at the time of the Meeting one or more of the nominees have become
unavailable to serve, Shares represented by proxies will be voted for the
remaining nominees and for any substitute nominee or nominees designated by the
Board of Directors. All of the nominees are currently directors of the Company.
All of the nominees have consented to serve if elected. The Board has no reason
to anticipate that any of the nominees will not be able to serve, if elected.

Directors elected at the Meeting will hold office until the next Annual
Meeting or until their successors have been elected and qualified. For each
nominee there follows a brief listing of principal occupation for at least the
past five years and other major affiliations.

James A. Joyce

Mr. Joyce is the founder of Aethlon Medical, and has been the Chairman
of the Board and Secretary since March 1999. On June 1, 2001, our Board of
Directors appointed Mr. Joyce with the additional role of CEO. In 1992, Mr.
Joyce founded and was the sole shareholder of James Joyce & Associates, an
organization that provided management consulting and corporate finance advisory
services to CEOs and CFOs of publicly traded companies. Previously, from 1989 to
1991, Mr. Joyce was Chairman and Chief Executive Officer of Mission Labs, Inc.
Prior to that Mr. Joyce was a principal in charge of U.S. operations for London
Zurich Securities, Inc. Mr. Joyce is a graduate of the University of Maryland.

Franklyn S. Barry, Jr.

Mr. Barry has over 30 years of experience in managing and building
companies. He was President and Chief Executive Officer of Hemex from April 1997
through May 31, 2001 and our President and CEO from March 10, 1999 to May 31,
2001. He became a director of Aethlon Medical on March 10, 1999. From 1994 to
April 1997, Mr. Barry was a private consultant. Included among his prior
experiences are tenures as President of Fisher-Price and as co-founder and CEO
of Software Distribution Services, which today operates as Ingram Micro, an
international distributor of personal computer products. Mr. Barry serves on the
Board of Directors of Merchants Mutual Insurance Company.

Richard H. Tullis, Ph.D

Dr. Tullis has been Vice President and a director of the Company since
January 2000 and Chief Science Officer since June 2001. Dr. Tullis has extensive
biotechnology management and research experience, and is the founder of Syngen
Research, a wholly-owned subsidiary of Aethlon Medical, Inc. Previously, Dr.
Tullis co-founded Molecular Biosystems, Inc., a former NYSE company. At
Molecular Biosystems, Dr. Tullis was Director of Oligonucleotide Hybridization,
Senior Research Scientist and Member of the Board of Directors. In research, Dr.
Tullis developed and patented the first application of oligonucleotides to
antisense antibiotics and developed new methods for the chemical synthesis of
DNA via methoxy-hosphorochloridites. Dr. Tullis also co-developed the first
applications of covalently coupled DNA-enzyme conjugates using synthetic
oligonucleotides during his tenure at molecular Biosystems. In 1985, Dr. Tullis
founded, and served as President and CEO of Synthetic Genetics, Inc., a pioneer
in custom DNA synthesis, which was sold to Molecular Biology Resources in 1991.
Dr. Tullis also served as interim-CEO of Genetic Vectors, Inc., which completed
its IPO under his management, and was co-founder of DNA Sciences, Inc., a
company that was eventually acquired by Genetic Vectors. Dr. Tullis received his
Ph.D. in Biochemistry and Cell Biology from the University of California at San
Diego, and has done extensive post-doctoral work at UCSD, USC, and the
University of Hawaii.

Edward G. Broenniman

Mr. Broenniman became a director of Aethlon Medical on March 10, 1999.
Mr. Broenniman has 35 years of management and executive experience with
high-tech, privately-held growth firms where he has served as a CEO, COO, or
corporate advisor, using his expertise to focus management on increasing
profitability and stockholder value. He is the Managing Director of The Piedmont
Group, LLC, a venture advisory firm. Mr. Broenniman served on the Board of
Directors of publicly-traded QuesTech (acquired by CACI International), and
currently serves on the Boards of four privately-held firms. His nonprofit
Boards are the Dingman Center for Entrepreneurship's Board of Advisors at the
University of Maryland, the National Association of Corporate Directors,
National Capital Chapter and the Board of the Association for Corporate Growth,
National Capital Chapter.

The Board of Directors has an Audit Committee and a Compensation
Committee. The current Audit Committee is comprised of Mr. Barry and Mr.
Broenniman. The current Compensation Committee is comprised of Mr. Barry and Mr.
Broenniman. Mr. Barry is Chairman of the Audit Committee and Mr. Broenniman is
Chairman of the Compensation Committee.

Other than the Audit and Compensation Committees, the Company does not
have any standing nominating or other committees of the Board of Directors. Each
of the directors is serving for a term that extends to the next Annual Meeting
of Shareholders of the Company.

Upon the recommendation of our Compensation Committee, in February
2005, we adopted our 2005 Directors Compensation Program (the "Directors
Compensation Program") which advances our interest by helping us to obtain and
retain the services of outside directors services upon whose judgment,
initiative, efforts and/or services we are substantially dependent, by offering
to or providing those persons with incentives or inducements affording such
persons an opportunity to become owners of our capital stock. Under the

Directors Compensation Program, a newly elected director will receive a one time
grant of a non-qualified stock option of 1.5% of the common stock outstanding at
the time of election. The options will vest one-third at the time of election to
the board and the remaining two-thirds will vest equally at year end over three
years. Additionally, each director will also receive an annual $25,000
non-qualified stock option retainer, $15,000 of which is to be paid at the first
of the year to all directors who are on the Board prior to the first meeting of
the year and a $10,000 retainer will be paid if a director attends 75% of the
meetings either in person, via conference call or other electronic means. The
exercise price for the options under the Directors Compensation Program will
equal the average closing of the last ten (10) trading days prior to the date
earned.

No director of the Company has resigned or declined to stand for
re-election to the Board of Directors because of disagreement with the Company
on any matters relating to the Company's operations, policies or practices since
the date of the last meeting of shareholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS
VOTE "FOR" THE ELECTION OF THE FOREGOING SLATE OF NOMINEES FOR THE BOARD OF
DIRECTORS, AND YOUR PROXY WILL BE SO VOTED UNLESS YOU SPECIFY OTHERWISE.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of the
Company's shares as of December 31, 2006 for (i) each current Director and each
nominee for Director (ii) each named executive officer of the Company as defined
in 402(a)(2) of Regulation S-B of the Securities Act of 1933, (iii) all persons
known by the Company to beneficially own more than 5% of the Company's voting
Shares, and (iv) all executive officers and Directors of the Company as a group.

AMOUNT AND NATURE OF PERCENT OF
TITLE OF CLASS NAME AND ADDRESS (1) BENEFICIAL OWNERSHIP(2) CLASS(3)
------------------------ ------------------------------------------------------- ------------------------- ------------
Common Stock Ellen R. Weiner Family Revocable Trust (4)( 7) (11) 7,850,435 shares 9.90%
10645 N. Tatum Blvd. Suite 200-166
Phoenix, AZ 85028
------------------------ ------------------------------------------------------- ------------------------- ------------
Common Stock James A. Joyce, Chairman and CEO (5) (6) (7) (8) 5,688,243 shares 17.23%

------------------------ ------------------------------------------------------- ------------------------- ------------
Common Stock Phillip A. Ward (7)(9) 3,092,077 shares 10.32%
P.O. Box 3332
Rancho Santa Fe, California 92067
------------------------ ------------------------------------------------------- ------------------------- ------------
Common Stock Calvin M. Leung (7) (11) 1,985,859 shares 7.11%
P.O. Box 2366
Costa Mesa, CA 92628
------------------------ ------------------------------------------------------- ------------------------- ------------
Common Stock Allan S. Bird (4) (7) (12) 2,250,000 shares 9.90%
P.O. Box 371179
Las Vegas, NV 89137
------------------------ ------------------------------------------------------- ------------------------- ------------
Common Stock Richard H. Tullis, Chief Scientific Officer and 2,072,350 shares 6.92%
Director (5) (6) (7) (10)

------------------------ ------------------------------------------------------- ------------------------- ------------
Common Stock Rod Tompkins (7) 1,500,000 shares 5.37%
420 Douglas
Wayne, NE 68787
------------------------ ------------------------------------------------------- ------------------------- ------------
Common Stock Edward G. Broenniman, Director (6) (13) 755,924 shares 2.66%

------------------------ ------------------------------------------------------- ------------------------- ------------
Common Stock Franklyn S. Barry, Jr., Director (6) (14) 523,010 shares 1.84%

------------------------ ------------------------------------------------------- ------------------------- ------------
Common Stock James W. Dorst, Chief Financial Officer (5) (15) 500,000 shares 1.76%

------------------------ ------------------------------------------------------- ------------------------- ------------
Common Stock Harold Handley, President (5) (16) 500,000 shares 1.76%

------------------------ ------------------------------------------------------- ------------------------- ------------
Directors and Executive Officers as a group 10,039,527 shares 26.44%

(1) Beneficial ownership is determined in accordance with Rule 13d-3 under
the Securities and Exchange Act and is generally determined by voting
power and/or investment power with respect to securities. Except as
indicated by footnote and subject to community property laws where
applicable, the Company believes the persons named in the table above
have sole voting and investment power with respect to all shares of
Common Stock shown as beneficially owned by them. Unless otherwise
indicated, the address of each shareholder is 3030 Bunker Hill Street,
Suite 4000, San Diego, CA 92109.
(2) A person is deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days from January 24, 2007 upon the
exercise of warrants or options. Each beneficial owner's percentage
ownership is determined by assuming that options and warrants that are
held by such person (but not those held by any other person) and that
are exercisable within 60 days from January 24, 2007 have been
exercised.
(3) Based on 27,934,120 shares of Common Stock issued and outstanding as of
January 24, 2007.

(4) Includes shares issuable upon conversion of $985,000 of convertible
notes and associated warrants which would be issued in the event and at
such time as such notes are converted into restricted shares of common
stock. Includes convertible notes held by both the Ellen R. Weiner
Family Revocable Trust and Allan S. Bird. Mr. Bird is Ms. Weiner's
father-in-law. Neither the Trust nor Mr. Bird is entitled to convert
Convertible Promissory Notes or associated Warrants to the extent that
such conversion or exercise would cause the aggregate number of shares
of common stock beneficially owned by either of them to exceed 9.9% of
the outstanding shares of the common stock following such exercise. The
Ellen R. Weiner Family Trust disclaims any beneficial ownership of Mr.
Bird's notes, associated warrants and underlying common stock. Mr. Bird
disclaims any beneficial ownership of such Trust's notes and associated
warrants.
(5) Executive officer.
(6) Director.
(7) More than 5% shareholder.
(8) Includes options to purchase 2,231,100 restricted common shares at
$0.38 and options to purchase 2,857,143 restricted common shares at
$0.21.
(9) Includes all shares owned by members of Mr. Ward's family and related
entities. Includes a warrant to purchase 100,000 common shares at a
$0.176 exercise price, a warrant to purchase 90,000 common shares at a
$0.34 exercise price, a warrant to purchase 100,000 common shares at a
$0.50 exercise price and a warrant to purchase 55,555 common shares at
a $0.90 exercise price. Includes an initial warrant to purchase 555,556
common shares at an exercise price of $0.18 and a related additional
warrant to purchase 555,556 common shares at an exercise price of $0.18
issuable in the event that the initial warrant is exercised in cash on
or before November 14, 2007. Includes an initial warrant to purchase
194,118 common shares at an exercise price of $0.17 and a related
additional warrant to purchase 194,118 common shares at an exercise
price of $0.17 issuable in the event that the initial warrant is
exercised in cash on or before December 15, 2007. Includes 194,118
common shares issuable upon the conversion of a convertible note at a
conversion price of $0.17.
(10) Includes 250,000 stock options exercisable at $1.90 per share, 30,000
stock options exercisable at $2.56 per share and 1,734,350 options with
an exercise price of $0.38 per share.
(11) Includes all shares owned by members of Mr. Leung's family and related
entities. Mr. Leung is a former director of the Company who resigned in
June 2006.
(12) Holders have a contractual 9.9% limitation on the conversion of their
convertible notes and warrants. The Ellen R. Weiner Family Revocable
Trust holds notes convertible into 3,800,000 common shares at a $0.20
conversion price and, upon conversion will receive a warrant to
purchase 3,800,000 common shares at a $0.20 exercise price. Allan S.
Bird holds notes convertible into 1,125,000 common shares at a $0.20
conversion price and, upon conversion , will receive a warrant to
purchase 1,125,000 common shares at a $0.20 exercise price.
Accordingly, the shares shown in the table for the Trust and Mr. Bird
represent the maximum number of shares that could be issued to such
parties without taking into account the 9.9% limitation .See footnote
(4) above.
(13) Includes 53,885 common shares owned by Mr. Broenniman's wife and
options to purchase 2,500 shares at an exercise price of $3.00, 3,000
shares at an exercise price of $1.78 and 514,550 shares at an exercise
price of $0.38.
(14) Includes 1,867 stock options with an exercise price of $1.84 and
514,550 stock options with an exercise price of $0.38.
(15) Includes 500,000 stock options exercisable at $0.20 per share.
(16) Includes 500,000 stock options exercisable at $0.27 per share,

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and officers and persons who own more than 10% of a registered class
of the Company's equity securities to file reports of ownership and changes in
ownership with the Securities and Exchange Commission ("SEC"). Directors,
officers, and greater-than-10% stockholders are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms they file. Based
solely on review of information furnished to the Company, the Company believes
that all Section 16(a) filing requirements applicable to its directors,
officers, and greater-than-10% beneficial owners were complied with during the
fiscal year ended March 31, 2006.

EXECUTIVE OFFICERS

The names, ages and positions of the Company's executive officers as of June
30, 2001 are listed below:

NAME AND AGE TITLE OR POSITION OFFICER SINCE
---------------------------- ------------------------------ --------------------

James A. Joyce, 45 (1) Chairman, CEO and Secretary March 1999

Richard H. Tullis, 61 (2) VP, Chief Science Officer January 2000

James W. Dorst, 52 (3) Chief Financial Officer August 2005

Harold H. Handley, 55 (4) President July 2006

Background information on the executive officers that also serve on the
Board is furnished above.

(1) Effective June 1, 2001, Mr. Joyce was appointed our President and
Chief Executive Officer, replacing Mr. Barry, who continued as a
member of the board of directors. Effective July 18, 2006, Mr. Joyce
relinquished the President's title when Mr. Handley was appointed
President.
(2) Effective June 1, 2001, Dr. Tullis was appointed as our Chief Science
Officer, replacing Dr. Clara M. Ambrus, who retired.
(3) Effective August 1, 2005, Mr. Dorst was appointed Chief Financial
Officer.
(4) Effective July 18, 2006, Dr. Handley was appointed President.

EXECUTIVE COMPENSATION

LONG TERM COMPENSATION
-------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------- ------------------------------ -----------
NAMED EXECUTIVE OFFICER AND
PRINCIPAL POSITION
SECURITIES LONG TERM
RESTRICTED UNDERLYING INCENTIVE ALL OTHER
YEAR SALARY (1) BONUS OTHER STOCK OPTIONS AND SARS PLAN COMPENSATION
---------- ------------- --------- ------- ----------- ------------------ ----------- ------------
James A. Joyce 2006 $ 224,712 $ -- $ -- -- 2,857,148 (2) $ -- $ --
CHIEF EXECUTIVE OFFICER 2005 187,291 20,000 -- -- 2,231,100 -- --
2004 180,000 -- -- -- -- -- --

Richard H. Tullis, Ph.D 2006 $ 165,000 $ -- $ -- -- -- $ -- $ --
VICE PRESIDENT AND CHIEF 2005 154,375 15,000 -- -- 1,734,750 -- --
SCIENCE OFFICER 2004 150,000 -- -- -- -- -- --

James W. Dorst (3) 2006 $ 93,750 $ -- $ -- -- 500,000 $ -- $ --
CHIEF FINANCIAL OFFICER 2005 NA -- -- -- -- -- --
2004 NA -- -- -- -- -- --

Harold H. Handley, Ph.D (4) 2006 NA $ -- $ -- -- -- $ -- $ --
PRESIDENT 2005 NA -- -- -- -- -- --
2004 NA -- -- -- -- -- --

(1) The remuneration described in the above table excludes our cost of benefits
furnished to the named executive officers, including premiums for health
insurance and other personal benefits provided to such individuals that are
extended to all of our employees in connection with their employment.
Perquisites and other personal benefits, securities, or property received by an
executive officer are either the lesser of $50,000 or 10% of the total salary
and bonus reported for each named executive officer, except as otherwise
disclosed.

(2) On September 9, 2005, the Company's board of directors approved and the
Company entered into a Stock Option Agreement with Mr. James A Joyce, the
Company's Chief Executive Officer in exchange for the cancellation of $300,000
of debt owed to Mr. Joyce. The Stock Option Agreement provides for a
fully-vested, non-qualified, ten-year option to purchase restricted common stock
with an exercise price of $0.21 per share. On September 9, 2005 the market
closing price per share of the Company's common stock was $0.20.

(3) James W. Dorst was appointed Chief Financial Officer August 1, 2005. Mr.
Dorst receives an annual salary of $150,000 and was granted nonqualified stock
options to purchase 500,000 shares of common stock at an exercise price equal to
the fair market value of the stock on the date of grant.

(4) Harold H. Handley was appointed President on July 18, 2006. Mr. Handley
receives an annual salary of $180,000 and was granted nonqualified stock options
to purchase 500,000 shares of common stock at an exercise price equal to the
fair market value of the stock on the date of grant.

STOCK OPTIONS AND STOCK APPRECIATION RIGHTS GRANT TABLE

The following table provides certain information with respect to individual
grants during the last fiscal year to each of our named executive officers of
common share purchase options or stock appreciation rights ("SARs") relating to
our common shares:

COMMON SHARES AS PERCENTAGE OF
UNDERLYING GRANT OF GRANTS TO ALL EXERCISE OR
NAMED EXECUTIVE OFFICER OPTIONS OR SARS EMPLOYEES BASE PRICE EXPIRATION DATE
------------------------------- ----------------------- ------------------------- ---------------- ---------------------

James A. Joyce
CHAIRMAN AND CEO 2,857,148 85.1% $0.21 09/09/2015

James W. Dorst
CHIEF FINANCIAL OFFICER 500,000 14.9% $0.23 08/01/2010

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Franklyn S. Barry, Jr., a director and shareholder of Aethlon Medical,
was engaged as a consultant to the Company on strategic and business issues from
June 1, 2001 to May 31, 2003 and was paid $60,000 per year. Mr. Barry had been
our original President and Chief Executive Officer and served in such capacities
until 2001. When Mr. Barry stepped down as our President and Chief Executive
Officer he was owed severance equal to one-year salary. The consulting agreement
was in lieu of immediate payment to spread the payment of the course of the
agreement and to ensure that Mr. Barry provided transition consultation to Mr.
Joyce on company practices and maintained and manage relationships with certain
employees and vendors.

Calvin M. Leung, a former director (resigned as of June 28, 2006) and
shareholder of Aethlon Medical, was previously engaged as our consultant
providing as needed business advisory services to management, including business
development services and introductions to potential investors and merger
candidates, and he and his affiliates have invested approximately $939,500 in
Aethlon Medical to date, through equity and convertible debt securities.
$448,000 was invested via convertible promissory notes from November 2001
through May 2002. The notes accrued interest at rates ranging from 6.75% to 12%
per annum. Mr. Leung invested $300,000 via the exercise of stock options
received while our consultant for which he received 600,000 shares of restricted
common stock. Mr. Leung and his affiliates also invested during 2003 a total of
$146,500 in cash for 586,000 shares of our restricted common stock. Finally, Mr.
Leung and his affiliates invested approximately $45,000 from September 2003 to
February 2004 via the exercise of warrants that resulted in the issuance of
180,000 shares of our restricted common stock. Mr. Leung worked as our
consultant from January 7, 2001 to January 7, 2003. We do not expect Mr. Leung
to provide consulting services now. He, and related entities, currently owns
1,985,859 of our common shares.

Certain of our officers and other related parties have advanced us
funds, agreed to defer compensation or paid expenses on behalf of us to cover
short-term working capital deficiencies in the aggregate amount of approximately
$1,074,000. Of this amount, we owe Dr. Richard H Tullis, our Chief Scientific
Officer approximately $262,900 in deferred salary. We owe Mr. Franklyn S Barry,
a director, a total of approximately $281,000 for deferred salary and consulting
fees from pre-merger in 1999 through May 2003. We owe approximately $38,475 to

James Joyce and Associates, a company founded by our current Chief Executive
Officer, for deferred consulting fees on services provided prior to our merger
in 1999. We previously repaid Mr. Barry a total of $40,000 in cash.
Additionally, we owe John Murray, our former Chief Financial Officer, a total of
approximately $25,000 for deferred salary and medical benefits for services
rendered from September 2000 through May 2001. We owe Robert S. Stefanovich, a
former Chief Financial Officer, a total of approximately $76,000 for deferred
salary, vacation and medical benefits for services rendered from July 2001 until
July 2002. Additionally, we owe Dr. Clara Ambrus, the founder of Hemex, Inc.,
approximately $190,500 for services rendered from pre-merger in 1999 through
March 2002. We owe Edward Broenniman, a board member, and Linda Broenniman, his
wife, an aggregate of approximately $144,000 for services rendered prior to our
merger in 1999. Mr. Broenniman has been paid a total of $50,000 against this
debt. We owe approximately $34,500 to directors for deferred directors' fees.
These non interest-bearing liabilities have been included as due to related
parties in the accompanying financial statements.

Effective January 1, 2000, we entered into an agreement with Dr. Julian
Ambrus, the son of Dr. Clara Ambrus, who was the original founder of Hemex, Inc.
Under this agreement, an invention and related patent rights for a method of
removing HIV and other viruses from the blood using the Hemopurifier(TM) were
assigned to us by the inventors in exchange for (a) a royalty to be paid on
future sales of the patented product or process equal to 8.75% of net sales, as
defined and (b) 12,500 shares of our restricted common stock. Upon the issuance
of the first United States patent relating to the invention, we were obligated
to issue an additional 12,500 shares of our restricted common stock to the
inventors. If the market price of our common stock on the date the patent was
issued was below $8 per share, the number of shares to be issued was that amount
which equates to $100,000 of market value. On March 4, 2003, the related patent
was issued and, as a result, we issued 196,078 shares of our restricted common
stock. Such shares were recorded at par value since the original patent
acquisition purchase transaction had been measured at $100,000 and recorded as
"patents" in the March 2000 consolidated balance sheet. The 196,078 shares
merely satisfied a contingent obligation under the original purchase agreement.

We believe that each of the related party transactions above, due to
their related party nature, are not necessarily on terms that would have been
obtained from unaffiliated third parties.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors held four meetings during the 2006 fiscal year.
In addition, action was taken by the Board of Directors by unanimous written
consent in lieu of a meeting 5 times. Each director attended all of the meetings
of the Board, with the exception of Mr. Leung who missed one meeting, during the
fiscal year ended March 31, 2006.

COMMUNICATIONS WITH MEMBERS OF THE BOARD OF DIRECTORS

The Board of Directors has not established a formal process for
shareholders to send communications to its members. Any shareholder may send a
communication to any member of the Board of Directors, in care of the Company's
address, 3030 Bunker Hill Street, Suite 400, San Diego, CA 92109. The Company
will forward any such communication to the Board member. If the shareholder
would like the communication to be confidential, it should be so marked.

ATTENDANCE OF BOARD MEMBERS AT ANNUAL SHAREHOLDERS' MEETING

With the exception of Mr. James A. Joyce, who is required to attend our
Annual Meeting, we do not currently have a policy with regard to attendance by
the remaining members of the Board of Directors. All members of the Board of
Directors attended the previous Annual Meeting of our shareholders.

REPORT ON COMMITTEES

The Board of Directors has two standing committees, its Audit Committee
and its Compensation Committee.Information regarding both is described below.

AUDIT COMMITTEE. The Audit Committee is responsible for recommending to
the Board of Directors the selection of independent public accountants to audit
the Company's books and records annually, to discuss with the independent
auditors and internal auditors the scope and results of any audit, to review and
approve any nonaudit services performed by the Company's independent auditing
firm, and to review certain related party transactions. The members of the Audit
Committee are Franklyn Barry and Edward Broenniman. The Audit Committee met four
times in the 2006 fiscal year.

COMPENSATION COMMITTEE. The members of the Compensation Committee are
Franklyn Barry and Edward Broenniman.

The Board of Directors does not have a Nominating Committee.

DIRECTOR NOMINATION PROCESS

Nominees to our Board of Directors are selected by our Board of
Directors. Each nominee to our Board of Directors expressed a willingness to
serve during the 2007 fiscal year and, based on a review of their
qualifications, were deemed to be suitable candidates for nomination.

Our Board of Directors does not have a formal policy with regard to the
consideration of any director candidates recommended by shareholders. While the
Board of Directors may consider candidates recommended by shareholders, there is
currently no requirement that it do so. To date, no shareholder has recommended
a candidate for nomination to the Board. We do not pay a fee to any third party
to identify or evaluate or assist in identifying or evaluating potential
nominees.

We do not have specific minimum qualifications that must be met before
a nominee to our Board of Directors may be considered. Instead, the members of
the Board look at the total qualifications presented by the candidate which may
include, but not be limited to, business experience, experience in our industry,
an understanding of the accounting principles applicable to the our industry and
generally accepted accounting principles, and education. A candidate for
director must agree to abide by our Code of Business Conduct and Ethics.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the Board of Directors is currently composed of
two directors who are independent directors as defined under Nasdaq Rule
4200(a)(14). The Audit Committee operates under a written charter adopted by the
Board of Directors.

The Audit Committee oversees our financial reporting process on behalf
of the Board of Directors. Management is responsible for our financial
statements and the financial reporting process, including the system of internal
controls. The independent auditors are responsible for expressing an opinion on
the conformity of those audited financial statements with generally accepted
accounting principles. In fulfilling its oversight responsibilities, the Audit
Committee has reviewed and discussed with management and the independent
auditors the audited financial statements that have been included in our Annual
Report on Form 10-KSB for the year ended March 31, 2006.

The Audit Committee has discussed with the independent auditors the
matters required to be discussed by Statement on Auditing Standards No. 61,
COMMUNICATION WITH AUDIT COMMITTEES, as amended. In addition, the Audit
Committee has discussed with the independent auditors the auditors' independence
from the Company and its management including the matters in the written
disclosures provided to the Audit Committee as required by Independence
Standards Board Standard No. 1, INDEPENDENCE DISCUSSIONS WITH AUDIT COMMITTEES.

Based on the foregoing, the Audit Committee recommended to the Board of
Directors, and the Board of Directors approved, the inclusion of the audited
financial statements in the Annual Report on Form 10-KSB for the 2006 fiscal
year for filing with the Securities and Exchange Commission. The Audit Committee
has also recommended the selection of the Company's independent auditors for the
fiscal year ending March 31, 2007.

Members of the Audit Committee

Franklyn Barry
Edward Broenniman

LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS

The Company's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Nevada law. Such limitation of
liability does not apply to liabilities arising under the federal securities
laws and does not affect the availability of equitable remedies such as
injunctive relief or rescission.

The Company's Bylaws provide that the Company shall indemnify its
directors and executive officers and may indemnify its other officers and
employees and other agents to the fullest extent permitted by law. The Company
believes that indemnification under its Bylaws covers at least negligence and
gross negligence on the part of indemnified parties. The Company's Bylaws also
permit it to secure insurance on behalf of any officer, director, employee, or
other agent for any liability arising out of his or her actions in such
capacity, regardless of whether the Bylaws permit such indemnification.

At present, there is no pending litigation or proceeding involving any
director, officer, employee, or agent of the Company where indemnification will
be required or permitted. The Company is not aware of any threatened litigation
or proceeding that might result in a claim for such indemnification.

2. RATIFICATION OF THE APPOINTMENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Subject to ratification by the stockholders, the Board has selected the
firm of SQUAR, MILNER, PETERSON, MIRANDA & WILLIAMSON, L.L.P. as the Company's
independent auditors for its fiscal year ending March 31, 2007. Squar, Milner,
Peterson, Miranda & Williamson, L.L.P. has acted in such capacity for the
Company since 2001 and has reported that neither the firm nor any of its
partners has any material direct or indirect financial interest in the Company.

Representatives of Squar, Milner, Peterson, Miranda & Williamson,
L.L.P. will be present at the Special Meeting of Stockholders, will have the
opportunity to make a statement if they desire to do so and are expected to be
available to respond to appropriate questions.

AUDIT FEES

The following table sets forth fees billed to the Company by Squar,
Milner, Reehl & Williamson, L.L.P. during the fiscal years ended March 31, 2006
and March 31, 2005 for: (i) services rendered for the audit of the Company's
annual financial statements and the review of its quarterly financial
statements, (ii) services that were reasonably related to the performance of the
audit or review of the Company's financial statements and that are not reported
as Audit Fees, (iii) services rendered in connection with tax compliance, tax
advice and tax planning, and (iv) all other fees for services rendered. The
Audit Related Fees for the fiscal year ended 2005 were incurred as a result of
consultations between the executive officers of the Company and Squar, Milner,
Peterson, Miranda & Williamson, L.L.P. relating to services rendered in
connection with a Form SB-2 registration statement. The Audit Related Fees for
the fiscal year ended 2006 were incurred as a result of consultations between
the executive officers of the Company and Squar, Milner, Peterson, Miranda &
Williamson, L.L.P. relating to services rendered in connection with a Form S-8
registration statement, a Post-Effective Amendment of a Form SB-2 registration
statement and a Form SB-2 registration statement.

March 31, 2006 March 31, 2005
-------------- --------------
(i) Audit Fees $66,500 $86,615
(ii) Audit Related Fees $55,500 $51,579
(iii) Tax Fees $0 $0
(iv) All Other Fees $0 $0

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE APPROVAL
OF THE APPOINTMENT OF SQUAR, MILNER, REEHL & WILLIAMSON, L.L.P. AS INDEPENDENT
AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING MARCH 31, 2007.

3. APPROVAL OF AMENDMENT TO ARTICLES OF INCORPORATION TO INCREASE THE NUMBER
OF AUTHORIZED SHARES OF OUR COMMON STOCK FROM 50,000,000 TO 100,000,000

We believe that an increase in the number of authorized shares of our
common stock is prudent in order to assure that a sufficient number of shares of
our common stock are available for issuance in the future if our Board of
Directors deems it to be in our and our stockholders' best interests. A total of
an additional 50,000,000 shares of common stock has been determined by our Board
of Directors to be a reasonable estimate of what might be required in this
regard for the foreseeable future to accommodate fundraising and other
opportunities involving the issuance of our capital stock. Immediately following
this increase, the Company will have approximately 45,491,123 shares of common
stock authorized but unissued and available for issuance.

The remaining authorized but unissued shares of common stock will be
available for issuance from time to time as may be deemed advisable or required
for various purposes, including the issuance of shares in connection with
financings or acquisition transactions and the issuance or reservation of common
stock for employee stock options. The Company's Board will be able to authorize
the issuance of shares for these transactions without the necessity, and related
costs and delays, of either calling a special stockholders' meeting or waiting
for the regularly scheduled annual meeting of stockholders in order to increase
the authorized capital. If in a particular transaction stockholder approval were
required by law, applicable stock exchanges or markets, or were otherwise deemed
advisable by the Board, then the matter would be referred to the stockholders
for their approval notwithstanding that the Company might have the requisite
number of voting shares to consummate the transaction.

The Charter Amendment is not intended to have any anti-takeover effect
and is not part of any series of anti-takeover measures contained in any debt
instruments or the certificate of incorporation or the bylaws of the Company in
effect on the date of this Proxy Statement. However, the Company's stockholders
should note that the availability of additional authorized and unissued shares
of common stock could make any attempt to gain control of the Company or the
Board more difficult or time consuming and that the availability of additional
authorized and unissued shares might make it more difficult to remove
management. Although the Board currently has no intention of doing so, shares of
common stock could be issued by the Board to dilute the percentage of common
stock owned by any stockholder and increase the cost of, or the number of,
voting shares necessary to acquire control of the Board or to meet the voting
requirements imposed by Nevada law with respect to a merger or other business
combination involving the Company. Aethlon Medical is not aware of any proposed
attempt to take over the company. The Company has no present intention to use
the increased authorized common stock for anti-takeover purposes.

The text of the Charter Amendment is attached to this Proxy Statement
as Exhibit A. The Amendment will become effective once it is filed with the
Secretary of State of Nevada.

Upon filing the Amendment with the Secretary of State of Nevada, the
Company's authorized shares will increase from fifty million shares to
one-hundred million shares of which one-hundred million shares shall be common
stock.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE APPROVAL
OF THE INCREASE IN AUTHORIZED SHARES.

INDEMNIFICATION OF EXECUTIVE OFFICERS

Our Articles of Incorporation permit us to limit the liability of our
officers and directors to the fullest extent permitted under Section 78.037 of
the Nevada General Corporation Law. As permitted by Section 78.037 of the Nevada
General Corporation Law, our Bylaws and Articles of Incorporation also include
provisions that eliminate the personal liability of each of its officers and
directors for any obligations arising out of any acts or conduct of such officer
or director performed for or on behalf of the Company. To the fullest extent
allowed by Section 78.751 of the Nevada General Corporation Law, we will defend,
indemnify and hold harmless its directors or officers from and against any and
all claims, judgments and liabilities to which each director or officer becomes
subject to in connection with the performance of his or her duties and will
reimburse each such director or officer for all legal and other expenses
reasonably incurred in connection with any such claim of liability. However, we
will not indemnify any officer or director against, or reimburse for, any
expense incurred in connection with any claim or liability arising out of the
officer's or director's own negligence or misconduct in the performance of duty.

The provisions of our Bylaws and Articles of Incorporation regarding
indemnification are not exclusive of any other right we have to indemnify or
reimburse our officers or directors in any proper case, even if not specifically
provided for in our Articles of Incorporation or Bylaws.

We believe that the indemnity provisions contained in our bylaws and
the limitation of liability provisions contained in our certificate of
incorporation are necessary to attract and retain qualified persons for these
positions. No pending material litigation or proceeding involving our directors,
executive officers, employees or other agents as to which indemnification is
being sought exists, and we are not aware of any pending or threatened material
litigation that may result in claims for indemnification by any of our directors
or executive officers.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling us pursuant
to the foregoing provisions, we have been informed that, in the opinion of the
SEC, such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.

INTERESTS OF CERTAIN PERSONS IN OR IN OPPOSITION TO THE MATTERS TO BE ACTED UPON

No director, executive officer, or any associate thereof, or any other
person has any interest, direct or indirect, by security holdings or otherwise,
in the ratification of Squar, Milner, Peterson, Miranda & Williamson, L.L.P. as
the Company's auditors or in the increase in the number of authorized shares of
the Company's common stock from 50,000,000 to 100,000,000 which is not shared by
the shareholders of the Company.

AVAILABLE INFORMATION

We are subject to the informational requirements of the Securities
Exchange Act and must file reports, proxy statements and other information with
the Securities and Exchange Commission. The reports, information statements and
other information we file with the Commission can be inspected and copied at the
Commission Public Reference Room, 450 Fifth Street, N.W. Washington, D.C. 20549.
You may obtain information on the operation of the Public Reference Room by
calling the SEC at (800) SEC-0330. The Commission also maintains a Web site
(http://www.sec.gov) that contains reports, proxy, and information statements
and other information regarding registrants, like us, which file electronically
with the Commission.

SHAREHOLDER PROPOSALS FOR 2008 ANNUAL MEETING

Pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, any
shareholder who intends to present a proposal at the Annual Meeting in the year
2008 must deliver the proposal to our principal executive office within a
reasonable time before the Company begins to print and mail its proxy.

Notice of intention to present a proposal at the 2008 Annual Meeting
should be addressed to Corporate Secretary, Aethlon Medical, Inc., 3030 Bunker
Hill Street, Suite 4000, San Diego, California 92109. We reserve the right to
vote against, reject, rule out of order, or take other appropriate action with
respect to any proposal that does not comply with these requirements.

TRANSACTION OF OTHER BUSINESS

Management does not know of any matters to be brought before the
meeting other than those referred to in this Proxy Statement. If any matters
which are not specifically set forth in the form of proxy and this Proxy
Statement properly come before the meeting, the persons designated as proxies
will vote thereon in accordance with their best judgment.

PROXY

AETHLON MEDICAL, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING ON MARCH 2, 2007

This proxy will be voted as specified by the stockholder. If no
specification is made, all shares will be voted "FOR" the approval of the two
proposals set forth in the proxy statement.

The stockholder(s) represented herein appoint(s) James A. Joyce, and
each of them, proxies with the power of substitution to vote all shares of
Common Stock entitled to be voted by said stockholder(s) at the Special Meeting
of the Stockholders of Aethlon Medical, Inc. to be held at the executive
offices, located at 3030 Bunker Hill Street, Suite 4000, San Diego, California
92109, on June 1, 2005 at 11:00 a.m. (Pacific Time), and in any adjournment or
postponement thereof as specified in this proxy.

PROPOSAL #1 - ELECTION OF DIRECTORS, NOMINEES;

Franklyn S. Barry, Jr., Edward G. Broenniman, James A. Joyce and Richard Tullis

FOR all nominees (except as marked to the contrary) [ ] WITHHOLD AUTHORITY to vote for all nominees [ ]

For, except vote withheld from the following nominee(s):

________________________________________________________________________

PROPOSAL #2- RATIFICATION OF SQUAR, MILNER, REEHL & WILLIAMSON, L.L.P. AS INDEPENDENT AUDITORS FOR THE 2005
FISCAL YEAR.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

PROPOSAL #3-APPROVAL OF INCREASE IN AUTHORIZED SHARES OF COMMON STOCK.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

PLEASE MARK, DATE AND SIGN YOUR PROXY CARD AND MAIL IT IN THE ENCLOSED ENVELOPE AS SOON AS POSSIBLE.

IN THEIR DISCRETION, PROXIES ARE ENTITLED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE
THE MEETING, OR ANY ADJOURNMENT THEREOF.

Signature________________________________________Date__________________

Signature______________________________________ Date___________________

Note: Please mark, date and sign this proxy card and return it in the enclosed
envelope. Please sign as your name appears hereon. If shares are registered in
more than one name, all owners should sign. If signing in a fiduciary or
representative capacity, please give full title and attach evidence of
authority. Corporations please sign with full corporate name by a duly
authorized officer and affix corporate seal.

CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION

FOR NEVADA PROFIT CORPORATION
(PURSUANT TO NRS 78,385 AND 78,390 - AFTER ISSUANCE OF STOCK)

1. Name of Incorporation: "AETHLON MEDICAL, INC."

2. The Articles of Incorporation have been amended as follows:

ARTICLE V OF THE ARTICLES OF INCORPORATION OF THE CORPORATION SHALL BE
AMENDED TO READ IN FULL AS FOLLOWS:

"ARTICLE V"

COMMON STOCK AND VOTING
-----------------------

The Corporation shall have the authority to issue an aggregate
of one hundred million (100,000,000) shares, with a par value of $.001
per share. All shares will be of the same class, designated `common'
shares, with the same rights. Shares may only be issued as fully-paid
and non-assessable, and may be issued at such times, upon such terms
and conditions and for such consideration as the Board of Directors
shall determine. Each common share shall be entitled to one vote
concerning all matters as to which the Corporation's shareholders shall
be entitled to vote. The Corporation's common stock shall not be
subject to assessment to pay any debts of the Corporation."

3. THE VOTE BY WHICH SHAREHOLDERS HOLDING SHARES IN THE
CORPORATION ENTITLING THEM TO EXERCISE AT LEAST A MAJORITY OF THE
VOTING POWER, OR SUCH GREATER PROPORTION OF THE VOTING POWER AS MAY BE
REQUIRED IN THE CASE OF A VOTE BY CLASSES OR SERIES, OR AS MAY BE
REQUIRED BY THE PROVISIONS OF THE ARTICLES OF INCORPORATION HAVE VOTED
IN FAVOR OF THE AMENDMENT IS: [ ].

IN WITNESS WHEREOF, the undersigned corporation has caused this
Certificate of Amendment to Articles of Incorporation to be signed by a duly
authorized officer as of this _____ day of _____, 2007.

AETHLON MEDICAL, INC.

By: ______________________________________
James A. Joyce, Chief Executive Officer

By: ______________________________________
James A. Joyce, Secretary