Form: S-8

Initial registration statement for securities to be offered to employees pursuant to employee benefit plans

November 14, 2000


Published on November 14, 2000


THIS NON-STATUTORY STOCK OPTION AGREEMENT, hereinafter referred to as the
"Option" or the "Agreement," replaces and supersedes the Non-Statutory Stock
Option Agreement entered into as of July 15, 1998, by and between Aethlon, Inc.,
a California corporation (the "Subsidiary"), and BRUCE H. HAGLUND, and is hereby
made as of the 25th day of September, 2000, between AETHLON MEDICAL, INC., a
Nevada corporation (hereinafter referred to as the "COMPANY") and BRUCE H.
HAGLUND (the "OPTIONEE"), residing at 20 Foxboro, Irvine, California 92614.

In connection with the acquisition of the Subsidiary on March 10, 1999, the
Board of Directors of the COMPANY hereby acknowledges the assumption of an
option on 7,500 shares of common stock of the Subsidiary by the COMPANY so that
the OPTIONEE shall have an option to purchase 7,500 shares of the common stock
of the Company ("Common Stock") at the price and in all respects subject to the
terms, definitions and provisions of the Agreement.

1. OPTION PRICE. The option price is $2.00 per share.


2.1 RIGHT TO EXERCISE. The options shall be exercisable by the
OPTIONEE, his personal representative, or his assignee, in whole or in part in
accordance with the terms of this Agreement and is exercisable for a period of
ten (10) years from the date hereof; expiring on July 15, 2008.

2.2 METHOD OF EXERCISE. This Option shall be exercisable by a written
notice which shall:

(a) State the election to exercise the Option, the number of
shares in respect of which it is being exercised, the person in whose name the
shares are to be issued (if the shares are issued to individuals), the names,
addresses and Social Security Numbers of such persons; and

(b) Contain such representations and agreements as to the
holder's investment intent with respect to such shares of Common Stock as are
required by law may be satisfactory to the COMPANY's counsel; and

(c) Be signed by the person or persons entitled to exercise the
Option and, if the Option is being exercised by any person or persons other than
the OPTIONEE, be accompanied by proof, satisfactory to counsel for the COMPANY,
of the right of such person or persons to exercise the Option; and

(d) Be accompanied by a payment for the purchase price of those
shares with respect to which the Option is being exercised in the form of a
certified or bank cashier's or teller's check.


The certificate or certificates for shares of Common Stock as to which the
Option shall be exercised shall be registered in the name of the person or
persons exercising the Option.

2.3 RESTRICTIONS ON EXERCISE. As a condition to his exercise of this
Option, the COMPANY may require the person exercising this Option to comply with
applicable laws or regulations.

3. TRANSFERABILITY OF OPTION. This Option may be transferred in any manner
by will or the laws of descent or distribution and may be exercised during the
lifetime of the OPTIONEE by an assignee of the OPTIONEE.

4. STOCK SUBJECT TO THE OPTION. The COMPANY shall set aside 7,500 shares of
the Common Stock which it now holds as authorized and unissued shares. If the
Option should expire or become unexercisable for any reason without having been
exercised in full, the unpurchased shares which were subject thereto shall be
free from any restrictions occasioned by this Option Agreement. If the COMPANY
has been listed on a stock exchange, the COMPANY will not be required to issue
or deliver any certificate or certificates for shares to be issued hereunder
until such shares have been listed (or authorized for listing upon official
notice of issuance) upon each stock exchange on which outstanding shares of the
same class may then be listed and until the COMPANY has taken such steps as may,
in the opinion of counsel for the CORPORATION, be required by law and applicable
regulations, including the rules and regulations of the Securities and Exchange
Commission, and state blue sky laws and regulations, in connection with the
issuance or sale of such shares, and the listing of such shares on each such
exchange. The COMPANY will use its best efforts to comply with any such
requirements forthwith upon the exercise of the Option.

Option is exercised subsequent to any stock dividend, split-up, capitalization,
combination or exchange of shares, merger, consolidation, acquisition of
property or stock, separation, reorganization, or other similar change or
transaction of or by the COMPANY, as a result of which shares of any class shall
be issued in respect of outstanding shares of the class covered by the Option or
shares of the class covered by the Option shall be changed into the same or a
different number of shares of the same or another class or classes, the person
or persons so exercising such an Option shall receive, for the aggregate option
price payable upon such exercise of the Option, the aggregate number and class
of shares equal to the number and class of shares he or she would have had on
the date of exercise had the shares been purchased for the same aggregate price
at the date the Option was granted and had not been disposed of, taking into
consideration any such stock dividend, split-up, recapitalization, combination
or exchange of shares, merger, consolidation, acquisition of property or stock,
separation, reorganization, or other similar change or transaction; provided,
however, that no fractional share shall be issued upon any such exercise, and
the aggregate price paid shall be appropriately reduced on account of any
fractional share not issued. Provided, however, any shares which are issued at
or about this option price or pursuant to a warrant or options whose exercise
price is at or above the exercise price provided in the agreement shall not be
considered to be diluted for the purpose of this agreement and no adjustment
will be made.

6. NOTICES. Each notice relating to this Agreement shall be in writing and
delivered in person or by certified mail to the proper address. Each notice
shall be deemed to have been given on the date it is received. Each notice to
the COMPANY shall be addressed to it at its principal office, at 7825 Fay
Avenue, Suite 200, LaJolla, California 92037, to the attention of the Secretary
of the COMPANY. Each notice to the OPTIONEE or other person or persons then
entitled to exercise the Option shall be


addressed to the OPTIONEE or such other person or persons at the OPTIONEE's
address set forth in the heading of this Agreement. Anyone to whom a notice may
be given under this Agreement may designate a new address by notice to that

7. BENEFITS OF AGREEMENT. This Agreement shall inure to the benefit of and
be binding upon each successor of the COMPANY. All obligations imposed upon the
OPTIONEE and all rights granted to the COMPANY under this Agreement shall be
binding upon the OPTIONEE's heirs, legal representatives, and successors. This
Agreement shall be the sole and exclusive source of any and all rights which the
OPTIONEE, his heirs, legal representatives, or successors may have in respect to
the Plan or any options or Common Stock granted or issued thereunder, whether to
him, or herself, or to any other person.

8. RESOLUTION OF DISPUTES. Any dispute or disagreement which should arise
under, or as a result of, or in any way relate to, the interpretation,
construction or application of this Agreement will be determined by the Board of
Directors of the COMPANY. Any determination made hereunder shall be final,
binding, and conclusive for all purposes.

IN WITNESS WHEREOF, the COMPANY and the OPTIONEE have caused this Agreement
to be executed as of the day, month and year first above-written.

a Nevada corporation

Franklyn S. Barry, Jr., PRESIDENT