THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE
AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO AETHLON MEDICAL, INC. THAT
SUCH REGISTRATION IS NOT REQUIRED.
FOR VALUE RECEIVED, AETHLON MEDICAL, INC., a Nevada corporation (hereinafter called
"Borrower"), hereby promises to pay to ESQUIRE TRADE & FINANCE, INC., Trident Chamber, P.O. Box
146, Road Town, Tortola, B.V.I., Fax No.: 011-41-41-760-1031 (the "Holder") or order, without demand, the
sum of Three Hundred and Seventy-Five Thousand Dollars ($375,000), with simple interest accruing at the
annual rate of 8%, on November 1, 2002 (the "Maturity Date").
The following terms shall apply to this Note:
DEFAULT RELATED PROVISIONS
1.1 PAYMENT GRACE PERIOD. The Borrower shall have a ten (10) day grace period to pay any monetary
amounts due under this Note, after which grace period a default interest rate of 20% per annum shall apply to the
amounts owed hereunder.
1.2 CONVERSION PRIVILEGES. The Conversion Privileges set forth in Article II shall remain in full force and
effect immediately from the date hereof and until the Note is paid in full.
1.3 INTEREST RATE. Subject to the Holder's right to convert, interest payable on this Note shall accrue at the
annual rate of eight percent (8%) and be payable quarterly commencing January 1, 2001, and on the Maturity
Date, accelerated or otherwise, when the principal and remaining accrued but unpaid interest shall be due and
payable, or sooner as described below.
The Holder shall have the right to convert the principal amount and interest due under this Note into Shares of the
Borrower's Common Stock as set forth belo