FORM OF ALLONGE

Exhibit 10.46

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 Claypoole Capital,
LLC (the "Holder"), in the total principal amount of $5,000.

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


1. INTEREST

5.1 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.


5.2 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
2,938 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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5.3 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.


5.4 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.

5.5 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.

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


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

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6. 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 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

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(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.

6.1 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.

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

6.2 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.

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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.

6.3 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.

James A. Joyce
Its: Chairman and CEO

Accepted and agreed to:
Claypoole Capital, LLC.


By: _______________________
Christian J. Hoffmann III


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