Amendment to Convertible Notes This Amendment to Convertible Notes (this " Agreement "), effective as of

to Convertible Notes

to Convertible Notes (this "Agreement"), effective as of May 6, 2019 (the "Effective

Date"), is made by and among Aethlon Medical, Inc., a Nevada

corporation (the "Company"), and the undersigned holders (collectively, the "Note Holders")

of outstanding Convertible Notes issued by the Company on November 6, 2014 and December 30, 2016, as amended to date, as detailed

on Exhibit A attached hereto (the "Notes"); and

the Company and the Note Holders wish to amend the conversion price for the Notes as set forth in this Agreement.

Therefore, in consideration of the covenants and conditions herein contained and other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Amendment of Conversion Price. Effective as of the date of this Agreement,

the Conversion Price of the Notes shall be Sixty Eight cents per share ($0.68).

and Warranties of the Note Holders. Each Note Holder hereby represents and warrants to the Company that such Note Holder has

the requisite power and authority to enter into this Agreement. The execution, delivery and performance of this Agreement by the

Note Holder and the consummation by it of the transactions contemplated hereby have been duly authorized, and no further consent

or authorization of the Note Holder is required. When executed and delivered by the Note Holder, this Agreement shall constitute

a valid and binding obligation of the Note Holder enforceable against the Note Holder in accordance with its terms, except as the

enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership

or similar laws relating to, or affecting generally the enforcement of, creditor's rights and remedies or by other equitable

principles of general application.

and Warranties of the Company. The Company hereby represents and Warrants to the Note Holders that:

(a) The Company is a corporation,

duly incorporated, validly existing and in good standing under the laws of the State of Nevada.

the requisite power and authority to enter into this Agreement. The execution, delivery and performance of this Agreement by the

Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate

or partnership action, and no further consent or authorization of the Company or its Board of Directors or stockholders is required.

When executed and delivered by the Company, this Agreement shall constitute a valid and binding obligation of the Company enforceable

against the Company in accordance with its terms, except as the enforceability may be limited by applicable bankruptcy, insolvency,

reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the

enforcement of, creditor's rights and remedies or by other equitable principles of general application.

4.1 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws

of the State of New York without reference to conflicts of law provisions of and jurisdiction.

Agreement. This Agreement constitutes the entire understanding of the parties to this Agreement with respect to the subject

matter hereof and supersedes all other agreements and understandings between or among any of the parties with respect to the subject

matter hereof. Except as otherwise amended in this Agreement, the terms of the Notes remain as originally drafted, as amended prior

Any term of this Agreement may be amended or waived only with the written consent of the Company and each Note Holder.

and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective

heirs, executors, legal representatives, successors and permitted transferees, except as may be expressly provided otherwise herein.

No party hereto may assign this Agreement without the prior written consent of the other party, and any purported assignment without

the consent shall be void and without effect.

In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable

or void, this Agreement shall continue in full force and effect without said provision, and the parties agree to negotiate, in

good faith, a legal and enforceable substitute provision which most nearly effects the parties' intent in entering into this

1. 4.6 Counterparts.

This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together

will constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any

electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable

law) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and

be valid and effective for all purposes.

[Signature pages follow]

Witness Whereof, the parties hereto have executed or caused this Amendment to Convertible Notes to be executed as of

the date set forth above.