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 Consulting Agreement (the "Agreement") is entered into effective as of
October 1, 2003 by and between AETHLON MEDICAL, INC. located at 7825 Fay Avenue,
La Jolla, California 92037 USA, ("Aethlon") and Jean-Claude CHERMANN, PhD (the
"Consultant") located at Centre de Vie Agora, Batiment C, B.P. 1055, Z.I. de
Paluds, 13781 Aubange Cedex, France.

1. CONSULTING RELATIONSHIP. During the terms of this agreement, the
Consultant will act as a science advisor in connection with advancing
the development of Aethlon's HIV-Hemopurifier Technology. The
Consultant shall use reasonable efforts to provide these services in a
manner that provides benefit to Aethlon. If the services provided by
the Consultant under this agreement exceed more than 20 hours per
month, the Consultant shall request and negotiate additional
compensation from Aethlon. The Consultant has also agreed to
participate as a member of Aethlon's Science Advisory Board. In this
regard, the Consultant shall also receive the compensation that is
rewarded to each Aethlon Science Advisory Board Member. The Consultant
also agrees that this relationship provides no rights or interest in
Aethlon's HIV-Hemopurifier technology.

2. CONSIDERATION. As consideration of Services to be provided by
Consultant, Aethlon shall compensate the Consultant at a rate of Three
Thousand Five Hundred U.S. Dollars ($3,500.00) per month. At the
discretion of the Aethlon Medical management, the Consultant may also
be eligible for bonus consideration.

3. EXPENSES. Consultant shall not be authorized to incur on behalf of
Aethlon any expenses, without the prior written consent of Aethlon

4. TERMS AND TERMINATION. Consultant shall provide the Services to Aethlon
on a month-to-month basis until terminated by either party with thirty
(30) days advance notice.

5. INDEPENDENT CONTRACTOR. Consultant's relationship with Aethlon will be
that of independent contractor and not that of an employee. Consultant
will not be eligible for any employee benefits, nor will Aethlon make
deductions from payment made to Consultant for taxes, which will be the
Consultant's responsibility Consultant will have no authority to enter
into contracts that bind Aethlon or create obligations on the part of
Aethlon without the prior written authorization of Aethlon.


A. AMENDMENTS AND WAIVERS. Any term of this Agreement may be
amended or waived only with the written consent of the

B. DISPUTES. The initial attempt to resolve any disputes or claim
arising in connection with this Agreement shall first be
negotiated between the parties over a glass of wine at the
Restaurant Nino in the port of Cassis, France.

The parties have executed this Agreement as of the date first set forth


By: /s/ James A. Joyce
Name: James A Joyce
Title: Chairman, CEO


Jean-Claude CHERMANN, PhD

/s/ Jean-Claude Chermann, PhD