Form: 10KSB/A

Optional form for annual and transition reports of small business issuers [Section 13 or 15(d), not S-B Item 405]

September 10, 2004

Published on September 10, 2004



This AGREEMENT. dated as of June 1, 2001, is by and between FRANKLYN S.
BARRY, JR. ("Consultant") residing at 1141 Delaware Avenue, Unit 3N, Buffalo,
New York, 14209 and AETHLON MEDICAL. INC., formerly Bishop Equities, Inc. d/b/a
Aethlon Medical ("Company"), a Nevada corporation with its principal office at
7825 Fay Avenue, Suite 200, La Jolla, California 92037.


WHEREAS, Consultant and the Company are parties to an Employment
Agreement dated as of April 1, 1999 (the "Employment Agreement") pursuant to
which Consultant has served as the Chief Executive Officer and President of the
Company and its subsidiary Hemex, Inc.: and

WHEREAS, as part of the Company's decision to consolidate all
scientific and administrative functions in San Diego and to close its facilities
in Buffalo, the Consultant's employment as Chief Executive Officer and President
of' the Company and its subsidiary Hemex, Inc. was terminated effective June 1,
2001 by the Company "Without Cause," as that term is used in the Employment
Agreement; and

WHEREAS. as a result of the termination of Consultant's employment he
is entitled to the payments and benefits set forth in Section 4.3 of the
Employment Agreement; and

WHEREAS, the Company desires to engage Consultant as an adviser on
strategic and business issues, and Consultant is willing to accept that role;

WHEREAS, the Company and Consultant mutually desire that the Consulting
Fees and Benefits" (as defined in Section 4 below) payable to Consultant under
this Agreement shall be in lieu of any payments to which Consultant is otherwise
entitled under Section 4.3(f) and (g) of the Employment Agreement, provided that
the Company timely complies with its obligations under this Agreement; and

WHEREAS, the Company and Consultant desire to make it clear that
Consultant's status as an officer and employee of the Company and Hemex, Inc.
under the Employment Agreement has been terminated, and in that regard to
terminate those sections of the Employment Agreement that no longer are
applicable due to the termination of Consultant's employment.

NOW, THEREFORE, the parties hereto for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and intending to
be legally bound, hereby agree as follows:


Effective June 1, 2001, the Company engages Consultant as an
adviser and consultant to the Company President and Chief Executive Officer, and
Consultant hereby accepts such engagement, subject to the terms and conditions
set forth below.


The term of Consultant's engagement under this Agreement shall
be the 24-month period from June 1, 2001 through May 31, 2003 ("Term").


The Consultant shall advise the Company's President and Chief
Executive Officer on strategic and business issues, as requested by the Company
from time-to-time during the Term. Consultant shall not be required to travel
from the Buffalo, New York area for these consulting activities, nor shall he be
required to spend more than 8 hours per month fulfilling his consulting duties
under this Agreement.


(a) The Company shall pay Consultant a total of $120,000
("Consulting Fees"), plus reimbursement of any Federal and State
self-employment, FICA, Medicare and unemployment taxes owed by Consultant as a
result of his engagement under this Agreement, (collectively the
"Self-Employment Taxes").

(b) The Consulting Fees shall be paid in 24 equal monthly
installments of $5,000 payable on the last day of each month throughout the
Term, commencing June 30, 2001.

(c) The Consultant shall notify the Company on or prior to
December 31. 2001, December 31, 2002 and May 31, 2003 of the amount of
Self-Employment Taxes owed for the years 2001, 2002 and 2003, respectively. The
Company shall reimburse the Consultant for these Self-Employment Taxes within 30
days after receiving such notice from Consultant.

(d) In addition to the Consulting Fees and Self-Employment
Taxes, the Company shall maintain in full force and effect, for Consultant's and
his eligible beneficiaries' continued benefit, until the first to occur of (x)
his attainment of alternative employment that provides benefits comparable to
the Benefits defined below or (y) May 31, 2003, the employee benefits provided
pursuant to Company-sponsored benefit plans, programs of other arrangements in
which Consultant was entitled to participate as a full-time employee immediately
prior to June 1, 2001, subject to the terms and conditions of such plans and
programs (the "Benefits"). If Consultant's continued participation is not
permitted under the general terms and provisions of such plans, programs and
arrangements, the Company shall arrange to provide Consultant with Benefits
substantially similar to those which Consultant would have been entitled to
receive under such plans, programs and arrangements.

(e) In the event that Consultant dies or becomes disabled
during the Term, the Company shall continue making all payments required under
this Agreement to Consultant's heirs. legatees or estate in the event of his
death, or to him or his legal representative in the event of his disability;
such payments shall be made in the same amounts and at the same times as they
would have been made but for such death or disability.


In the event that the Company fails to make any payment of
Consulting Fees, Self-Employment Taxes or Benefits required by Section 4 of this
Agreement within 30 days after such payment is due, it shall pay to Consultant
the sum of $120,000 less the total of all monthly Consulting Fees actually paid
to Consultant under Section 4(b) above, plus an amount equal to the
Self-Employment Taxes owed on the payment required under this Section 5, plus
the amount necessary to compensate Consultant for the loss of any Benefits for
the balance of the Term. Payment of these amounts shall not relieve the Company
of any other obligations owed to Consultant.



Because Consultant is a member of the Company's Board of
Directors, this Agreement constitutes an "interest director transaction" under
the Nevada General Corporation Law. The Company hereby represents that this
Agreement has been presented to, and approved by, the Company's Board of


(a) Subject to Consultant's receipt of written acknowledgement
from the Company that it owed Consultant $224,150 as of June 1, 2001 for amounts
owed by Hemex, Inc. unpaid salary, unpaid medical benefits, and loans, advances
and business expenses, the Company and Consultant agree that the Employment
Agreement is hereby terminated and is null and void, except as otherwise
provided in Section 7(b) below.

(b) The Company and Consultant agree that Article V
(Restrictive Covenants). Sections 6.3(b) [DISPUTE RESOLUTION], 6.4 [SUCCESSORS;
Exhibit "A" (Dispute Resolution Procedures) in the Employment Agreement shall
survive the termination of the Employment Agreement and shall apply in
accordance with their respective terms


(a) Consultant shall not be required to mitigate the amount of
any payment provided for in this Agreement by seeking other employment or
otherwise, nor shall the amount of any payment provided for in this Agreement be
reduced by any compensation earned by Consultant as the result of employment by
another employer. The Company's obligation to make the payments provided for in
this Agreement shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim or action which the Company may have against Consultant.

(b) If there shall be any dispute between the Company and
Consultant, the dispute shall be resolved in accordance with the dispute
resolution procedures set forth in Exhibit "A" hereto, the provisions of which
are incorporated as a part hereof and the parties hereto hereby agree that such
dispute resolution procedures shall be the exclusive method for resolution of
disputes under this Agreement. In the event of a dispute hereunder, until there
is a resolution and award as provided in Exhibit the Company shall pay all
amounts, and provide all benefits, to Consultant and/or Consultant's family or
other beneficiaries, as the case may be, that the Company would be required to
pay or provide hereunder and shall pay the reasonable legal fees and expenses of
counsel for Consultant in connection with such. dispute resolution; provided,
however, that the Company shall not be required to pay any disputed amounts or
any legal fees and expenses pursuant to this Subparagraph (b) except upon
receipt of a written undertaking by or on behalf of Consultant (and/or
Consultant's family or other beneficiaries, as the case may be) to repay,
without interest or penalty, as soon as practicable after completion of the
dispute resolution (A) all such amounts to which Consultant (or Consultant's
family or other beneficiaries, as the case may be) is ultimately adjudged to not
be entitle with respect to the payment of such disputed amount(s) and (B) in
addition, in the case of legal fees and expenses, a proportionate amount of
legal fees and expenses attributable to any of Consultant's claim(s) or any of
Consultant's defenses or counter-claim(s), if any, which shall have been found
by the dispute resolver to have been frivolous or without merit.


9. SUCCESSORS; BINDING AGREEMENT. This Agreement shall be binding upon
any successor to the Company and shall inure to the benefit of and be
enforceable by Consultant's personal or legal representatives, beneficiaries.
designees, executors, administrators, heirs, distributees, devisees and

10. MODIFICATION; NO WAIVER. This Agreement may not be modified or
amended except by an instrument in writing signed by the parties hereto. No term
or condition of this Agreement shall be deemed to have been waived, nor shall
there be any estoppel against the enforcement of any provision of this
Agreement, except by written instrument by the party charged with such waiver or
estoppel. No such written waiver shall be deemed a continuing waiver unless
specifically stated therein, and each such waiver shall operate only as to the
specific term or condition waived and shall not constitute a waiver of such term
or condition for the future or as to any other term or condition.

11. SEVERABILITY. The covenants and agreements contained herein are
separate and severable and the invalidity or unenforceability of any one or more
of such covenants or agreements, if not material to the arrangement that is the
basis for this Agreement, shall not affect the validity or enforceability of any
other covenant or agreement contained herein.

12. NOTICES. All the notices and other communications required or
permitted hereunder shall be in writing and shall be delivered personally or
sent by registered or certified mail, return receipt requested, to the parties
hereto at the following addresses:

If to the Company, to it at:

Aethlon Medical. Inc.
7825 Fay Avenue
Suite 200
La Jolla, California 92037

If Consultant, to him at:
Mr. Franklyn S. Barry, Jr.
1141 Delaware Avenue
Unit 3N
Buffalo, New York 14209

13 ASSIGNMENT. This Agreement and any rights hereunder shall not be
assignable by either party without the prior written consent of the other party
except as otherwise specifically provided for herein.

14. ENTIRE UNDERSTANDING. This Agreement (together with the Exhibit
incorporated as a part hereof constitutes the entire understanding between the
parties hereto with respect to the subject matter hereof, and no agreement,
representation, warranty or covenant has been made by either party except as
expressly set forth herein with respect to the subject matter hereof.

15. CONSULTANT'S REPRESENTATIONS. Consultant represents and warrants
that neither the execution and delivery of this Agreement nor the performance of
his duties hereunder violates the provisions of any other agreement to which he
is a party or by which he is bound.


16. INDEPENDENT CONTRACTOR. This Agreement calls for the performance of
Consultant's services as an independent contractor and he will not be considered
an employee of the Company for any purposes.

17. GOVERNING LAW. This Agreement shall be construed in accordance with
and governed for all purposes by the laws of the State of New York applicable to
contracts executed and wholly performed within such state.

IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.


Aethlon Medical, Inc. a Nevada Corporation

By: /s/ James A Joyce President and CEO



By: /s/ Franklyn S Barry, Jr.



A. If a controversy should arise which is covered by Section 8(b) of
this Agreement, then not later than twelve (12) months from the date of the
event which is the subject of dispute either party may serve on the other a
written notice specifying the existence of such controversy and setting forth in
reasonably specific detail the grounds thereof ("Notice of Controversy");
PROVIDED that, in any event, the other party shall have at least thirty (30)
days from and after the date of the Notice of Controversy to serve a written
notice of any counterclaim ("Notice of Counterclaim"). The Notice of
Counterclaim shall specify the claim or claims in reasonably specific detail. If
the Notice of Controversy or the Notice of Counterclaim, as the case may be, is
not served within the applicable period, the claim set forth therein will be
deemed to have been waived, abandoned and rendered unenforceable.

B. Following receipt of the Notice of Controversy (or the Notice of
Counterclaim, as the case may be), there shall be a three (3) week period during
which the parties will make a good faith effort to resolve the dispute through
negotiation ("Period of Negotiation"). Neither party shall take any action
during the Period of Negotiation to initiate arbitration proceedings.

C. If the parties should agree during the Period of Negotiation to
mediate the dispute, then the Period of Negotiation shall be extended by an
amount of time to be agreed upon by the parties to permit such mediation. In no
event, however, may the Period of Negotiation be extended by more than five (5)
weeks or, stated differently, in no event may the Period of Negotiation be
extended to encompass more than a total of eight (8) weeks.

D. If the parties agree to mediate the dispute but are thereafter
unable to agree within one (1) week on the format and procedures for the
mediation, then the effort to mediate shall cease, and the Period of Negotiation
shall terminate four (4) weeks from the Notice of Controversy (or the Notice of
Counterclaim, as the case may be).

E. Following the termination of the Period of Negotiation, the dispute
(including the main claim and counterclaim, if any) shall be settled by
arbitration, and judgment upon the award may be entered in any court having
jurisdiction thereof. The format and procedures of the arbitration are set forth
below (referred to below as the "Arbitration Agreement").

F. A notice of intention to arbitrate ("Notice of Arbitration") shall
be served within forty-five (45) days of the termination of the Period of
Negotiation. If the Notice of Arbitration is not served within this period, the
claim set forth in the Notice of Controversy (or the Notice of Counterclaim, as
the case may be) will be deemed to have been waived, abandoned and rendered

G. The arbitration, including the Notice of Arbitration, will be
governed by the Commercial Rules of the American Arbitration Association except
that the terms of this Arbitration Agreement shall control in the event of any
difference or conflict between such Rules and the terms of this Arbitration
Agreement. The arbitration shall be scheduled to take place in Buffalo, New

H. The dispute resolver shall reach a decision on the merits on the
basis of applicable legal principles as embodied in the law of the State of New

I. There shall be one dispute resolver, regardless of the amount in
controversy. The dispute resolver will be empowered to render an award and
interim decisions and shall be a member of the bar of any of the fifty States of
the United States or of the District of Columbia. The dispute resolver shall be
promptly appointed pursuant to Rule 13 of the Commercial Rules of the American
Arbitration Association ("AAA"). If the dispute resolver has not been appointed


within forty-five (45) days of the AAA's initial transmission of lists of
potential arbitrators, then the AAA shall unilaterally designate the dispute

J. At the time of appointment and as a condition thereto, the dispute
resolver will be apprised of the time limitations and other provisions of this
Arbitration Agreement and shall indicate such dispute resolver's agreement to
the Tribunal Administrator to comply with such provisions and time limitations.

K. During the 30-day period following appointment of the dispute
resolver, either party may serve on the other a request for limited numbers of
documents directly related to the dispute. Such documents will be produced
within seven (7) days of the request.

L. Following the 30-day period of document production, there will be a
forty-five (45) day period during which limited depositions will be permissible.
Neither party will take more than five (5) depositions, and no deposition will
exceed three (3) hours of direct testimony.

M. Disputes as to discovery or prehearing matters of a procedural
nature shall be promptly submitted to the dispute resolver pursuant to telephone
conference call or otherwise. The dispute resolver shall make every effort to
render a ruling on such interim matters at the time of the hearing (or
conference call) or within five (5) business days thereafter.

N. Following the period of depositions, the arbitration hearing shall
promptly commence. The dispute resolver will make every effort to commence the
hearing within thirty (30) days of the conclusion of the deposition period and,
in addition, will make every effort to conduct the hearing on consecutive
business days to conclusion.

O. An award will be rendered, at the latest, within nine (9) months of
the date of the Notice of Arbitration and within thirty (30) days of the close
of the arbitration hearing. The award shall set forth the grounds for the
decision in reasonably specific detail and shall also specify whether any claim
(or defense or counterclaim) of Executive is found to be frivolous or without
merit and what proportion, if any, of his legal fees and expenses which have
been paid by the Company Executive shall be required to repay to the Company in
accordance with Section 8(b). The award shall be final and nonappealable.



a Nevada corporation

By: /s/ James A Joyce, President By: /s/ Franklyn S Barry, Jr.

Its' Chairman of the Board